Dear Shareholders,
Your directors are pleased to present the 39th (Thirty
Ninth) Annual Report along with the Company's audited Financial Statements (Standalone and
Consolidated) for the financial year ending on March 31, 2025.
FINANCIAL HIGHLIGHTS
(' in crore)
|
Standalone |
Consolidated |
| Particulars |
FY 2025 |
FY 2024 |
FY 2025 |
FY 2024 |
| Total income |
989.07 |
1215.09 |
2093.13 |
2260.10 |
| Profit before tax |
(245.75) |
29.41 |
(212.33) |
68.24 |
| Profit / (Loss) after tax for the year |
(198.75) |
33.54 |
(182.92) |
42.00 |
| Total Comprehensive Income |
(201.26) |
34.05 |
(186.20) |
42.39 |
FINANCIAL PERFORMANCE STANDALONE
During the period under review, the standalone revenue of the Company
stood at ' 917.50/- crores compared to ' 1,105.71/- crores in the previous financial year
2023-24. Correspondingly, the Company has suffered loss (after tax) of ' (198.75)/- crores
for the year 2024-25 as against a profit (after tax) of ' 33.54/- crores in the previous
financial year 2023-24.
CONSOLIDATED
The consolidated revenue of your Company stood at '2013.61/- crores, as
compared to ' 2,185.26/- crores in the previous financial year 2023-24, showing a decrease
of 8%. Total consolidated Loss (after tax) for the year stood at ' (182.92)/- Crores
compared to the profit (after tax) of ' 42/- Crore in the previous financial year 2023-24.
Your Company is in the business of real estate development and sales
and follows IND AS 115 for recognition of revenue. Accordingly, revenue can be recognized
only when, apart from other related conditions, the house/unit is delivered to the
customer. The development and delivery of homes/units take substantial time - often three
to five years and hence revenue in respect of such projects can be recognized only upon
completion of such projects. Thus, there is a substantial lag in revenue recognition.
Although the sale is confirmed and customer advance is collected and construction is
substantially completed, revenue cannot be recognized in line with prevailing regulations.
Further, as and when the Company incurs any sales and marketing expenses, the same needs
to be accounted for as a cost for that period.
To ensure a balance between revenue and cost, your
Company has ensured sufficient spread of its projects across different timelines in a
manner to enable continuous delivery of projects and cash flow throughout the year under
review. The Company has also launched plotted development projects with a shorter
completion cycle.
OPERATIONAL PERFORMANCE
Puravankara Limited achieved an area of 5.67 million sq. ft. in the
financial year 2024-25 compared to 7.36 million sq. ft. in the previous financial year
2023-24. Due to the significant challenges in regulatory approvals, the sales value has
decreased on a year-on-year basis to ' 5,006/- crores compared to ' 5,914/- crores during
the previous financial year 2023-24. Customer Collection has increased to 9% YoY (Year On
Year) of up to ' 3,937/- Crore in FY25, indicating improving operating efficiencies.
Further, the Company witnessed an increase in home buyers' interest in
larger homes, better amenities and well-designed projects, driving consumers to consider
Puravankara. Your Company invested approx. ' 1,284/- crore in land during FY25,
strengthening the development pipeline, positioning us for sustained growth and value
creation.
COMPLETED PROJECTS
During the period under review, your Company has completed and handed
over 2510 units measuring over 3.09 million square feet real estate projects.
ONGOING PROJECTS
During the period under review, the projects launched by the Company
include - Bayscape, Purva Panorama, Bougainvilla, Atmosphere Pune, across India.
Puravankara has launched developable area of 7.38 square feet (Sq. ft) and opened for sale
at the time of Launch of 3.6 million square feet of inventory in FY25. Out of 3.6 million
square feet, Bengaluru constitutes 31%, Chennai 23%, Mumbai 29% and Pune 17%.
DIVIDEND
With an objective to enhance the future growth of your company and
conserve cash reserves, the Board of Directors have decided not to recommend dividend
payout for the Financial Year ending March 31, 2025.
In terms of the Regulation 43A of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Dividend Distribution Policy of the Company is available on the
website of the Company at https://www. puravankara.com/backend/assets/uploads/investors_
reportsffi4ac16e0ee24eda4e76579a8847bc4f4.pdf
TRANSFER TO RESERVES
Pursuant to the provisions under Section 123 of the Companies Act 2013
("Act"), there was no proposal to transfer any amount to the General Reserves of
the Company for the period under review.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Adequate internal control systems commensurate with the nature of the
Company's business, size and complexity of its operations are in place and have been
operating satisfactorily. Internal control systems comprising of policies and procedures
are designed to ensure reliability of financial reporting, timely feedback on achievement
of operational and strategic goals, compliance with policies, procedure, applicable laws
and regulations. Internal control systems are designed to ensure that all assets and
resources are acquired economically, used efficiently and adequately protected.
The Internal Financial Controls, with reference to Financial Statements
as designed and implemented by the Company, are adequate. During the period under review,
no material or serious observation has been received from the Statutory Auditors and the
Internal Auditors of the Company on the inefficiency or inadequacy of such controls.
SHARE CAPITAL
The paid-up equity share capital remained unchanged at ' 118,57,48,430
during the financial year ended March 31, 2025. The said shares are listed on the Bombay
Stock Exchange (BSE) Limited and the National Stock Exchange of India (NSE) Limited.
There were no public issues, rights issues, bonus issues or
preferential issues during the period under review. The Company has not bought back any of
its securities during the year.
DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any equity shares with differential rights
during the period under review and hence no information under Rule 4(4) of the Companies
(Share Capital and Debenture) Rules, 2014, is required to be furnished.
DISCLOSURE RELATING TO SWEAT EQUITY SHARES
The Company has not issued any sweat equity shares during the period
under review and hence no information under Rule 8(13) of the Companies (Share Capital and
Debenture) Rules, 2014 is required to be furnished.
DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY
EMPLOYEES
There are no shares held by trustees for the benefit of employees and
hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures)
Rules, 2014 is required to be furnished.
EMPLOYEE STOCK OPTION PLAN
The disclosures in terms of Rule 12 (9) of Companies (Share Capital and
Debenture) Rules, 2014 read with Regulation 14, Part F of Schedule I to the SEBI (Share
Based Employee Benefit & Sweat Equity) Regulations, 2021 ("SBEB Regulations,
2021") forms a part of this report as Annexure IV.
Pursuant to the provisions under Regulation 13 of SBEB Regulations,
2021, the Secretarial Auditor's certificate on the implementation of the Plan -2022, in
accordance with the aforesaid Regulations, will be made available at the ensuing Annual
General Meeting ("AGM") and forms part of this report as Annexure IVA.
The applicable disclosures as stipulated under the provisions of
Regulation 14 of the SBEB Regulations, 2021, are available on the website of the Company
at https://www.puravankara. com/investors/
DEBENTURES
As on March 31, 2025, The Company has outstanding Standalone debentures
amounting to ' 132.42/- Crores and outstanding Consolidated debentures amounting to '
1,347.13/- Crores
During the period under review, your Company on June 20, 2025, raised
an amount of ' 50/- Crores (Rupees Fifty Crores only) by way of allotment of 500 (Five
Hundred) unlisted, unrated, senior, secured, redeemable, non-convertible debentures of
face value of ' 10/- Lakhs (Rupees Ten Lakhs only) at par as first tranche, on a private
placement basis to identified investors out of the total approved issuance amount of '
300/- Crores (Rupees Three Hundred Crores only).
DEPOSITS
During the period under review, your Company neither accepted any
deposits nor there were any amounts outstanding at the beginning of the year which were
classified as 'Deposits' within the meaning of Section 73 of the Companies Act 2013 read
with Rule Companies (Acceptance of Deposits) Rules, 2014 and Chapter V of the Act.
Therefore, disclosure pursuant to Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules,
2014 is not furnished.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
During the period under review, the Board of the Company comprised of 7
(Seven) Directors, out of which 4 (Four) are Executive Directors and 3 (Three) are
Non-Executive Independent Directors. During the period under review, the composition of
the Board was as follows, in due compliance with the provisions under the Companies Act,
2013 and Listing
Regulations:
| S. No Name of the Director |
Designation |
| 1. Mr. Ravi Puravankara |
Chairman & Whole Time Director |
| 2. Mr. Ashish Ravi Puravankara |
Managing Director |
| 3. Mr. Abhishek Kapoor' |
Executive Director, Group CEO and Group
CFO |
| 4. Ms. Amanda Joy Puravankara'' |
Additional Whole Time Director |
| 5. Mr. Anup Sanmukh Shah |
Independent Director |
| 6. Ms. Shailaja Jha |
Independent Director |
| 7. Mr. Kulumani Gopalratnam Krishnamurthy |
Independent Director |
Key Managerial Personnel within the meaning of Section 203 of the
Companies Act, 2013 as at the date of this report are as follows:
S. No Name of the KMP |
Designation |
1. Mr. Ravi Puravankara |
Chairman & Whole-Time
Director |
2. Mr. Ashish Ravi
Puravankara |
Managing Director |
3. Mr. Abhishek
Kapoor' |
Executive Director and
Group Chief Executive Officer |
4. Ms. Amanda Joy
Puravankara'' |
Additional Whole Time
Director |
5. Mr. Deepak
Rastogi''' |
Group Chief Financial
Officer |
6. Mr. Sudip Chatterjee |
Company Secretary &
Compliance Officer |
During the period under review,
O 'Consequent to on-boarding of Group CFO, Mr. Abhishek Kapoor
resigned from the position of Group Chief Financial Officer of the Company w.e.f. January
15, 2025. Mr. Abhishek Kapoor further resigned as Executive Director and Group Chief
Executive Officer of the Company with effect from May 09, 2025, citing personal reasons
and has confirmed that there are no other material reasons attributable/ connected with
the Company for his resignation.
O ''Ms. Amanda Joy Puravankara has been appointed as
Additional Director in the capacity of Whole Time Director designated as Key Managerial
Person of the Company w.e.f. August 08, 2025, subject to the approval of the Members of
the Company at the ensuing Annual General meeting. A resolution to this effect is included
in the notice of the ensuing Annual General Meeting, which may kindly be referred to for
more details.
O '''Mr. Deepak Rastogi was appointed as the Group Chief
Financial Officer of the Company, w.e.f. January 15, 2025.
O Mr. Ravi Puravankara, who was appointed as Chairman and Whole Time
Director of the Company w.e.f. April 01, 2021, and holds office till March 31, 2026, is
being re-appointed as Chairman and Whole Time Director of the Company for a period of 5
years commencing from April 01, 2026, till March 31, 2031, subject to the approval of the
Shareholders at the ensuing Annual General Meeting.
O Ms. Shailaja Jha, who was appointed as Non-Executive Independent
Director of the Company w.e.f. February 11, 2021, and holds office till February 10, 2026,
is being re-appointed as Non-Executive Independent Director of the Company for a second
term of 5 (Five) consecutive years effective from February 11, 2026, till February 10,
2031, subject to the approval of the shareholders at the ensuing Annual General Meeting.
O Mr. Kulumani Gopalratnam Krishnamurthy, who was appointed as
Non-Executive Independent Director of the Company w.e.f. June 25, 2021, and holds office
till June 24, 2026, is being re-appointed as Non-Executive Independent Director of the
Company for a second term of 5 (Five) consecutive years effective from June 25, 2026, till
June 24, 2031, subject to the approval of the shareholders at the ensuing Annual General
Meeting.
In accordance with the provisions of Section 152 (6) of the Companies
Act, 2013, Mr. Ashish Ravi Puravankara (DIN: 00504524) is liable to retire by rotation at
the ensuing Annual General Meeting and being eligible, offered himself for reappointment.
The same has been recommended by the Board for the approval of shareholders, on the
recommendation made by the Nomination and Remuneration Committee of the Company.
The Notice convening the 39th (Thirty Ninth) Annual General
Meeting includes the proposals for the re-appointment of the aforesaid Director and the
brief details indicating the nature of his expertise in specific functional areas and
names of the companies in which he holds directorship/ membership/ chairmanship of the
Board or Committees, as stipulated under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Secretarial Standard-2 (SS-2) issued by Institute of
Company Secretaries of India (ICSI) (as amended), have been provided as an annexure to the
Notice convening the 39th (Thirty Ninth) Annual General Meeting of your
Company.
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149 (7) of the Companies Act,
2013, the Board confirms that all Independent Directors of your Company have given a
declaration to the Board that they meet the criteria of independence as prescribed under
Section 149(6) of the Act along with the Rules framed thereunder and Regulation 16 of the
Listing Regulations. Further, they have included their names in the databank of
Independent Directors maintained with the Indian Institute of Corporate Affairs (IICA) in
terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014.
Further, the Board is of the opinion that the Independent Directors of
the Company uphold the highest standards of integrity and possess requisite expertise and
experience required to fulfill their duties as Independent Directors.
During the Financial Year 2024-25, a separate meeting of the
Independent Directors was held on February 14, 2025, at which the Independent Directors
transacted the following businesses along with a few other important strategic and
policy-related matters:
O Reviewed performance of the Chairman, Executive Directors and
Management of the Company.
O Discussed the quality, quantity and timeliness of the flow of
information between the Directors and the Management of the Company.
O Discussed the strategic matters of the Company and the current state
of the real-estate industry.
O Discussed the business continuity plan in the organization.
ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS
The Nomination and Remuneration Committee has formulated criteria for
Board evaluation, the functioning of its committees and individual Directors including
Independent Directors and specified that such evaluation will be done by the Nomination
and Remuneration Committee and the Board, pursuant to the Act and the Rules made
thereunder read with the Listing Regulations, as amended. The Company believes that it is
the collective effectiveness of the Board that impacts the Company's performance.
The Board's performance is assessed against the role and
responsibilities as provided in the Act and Listing Regulations. The parameters for the
Board's performance evaluation have been derived from the Board's core role of trusteeship
to protect and enhance shareholders' value as well as to fulfil the expectations of other
stakeholders through strategic supervision of the Company.
The evaluation of the functioning of Board Committees is based on
discussions amongst Committee members and shared by the respective Committee Chairperson
with the Board.
Individual Directors are evaluated in the context of the role played by
each Director as a member of the Board, in realizing the vision and mission of the
Company. While the Board evaluated its performance as per the parameters laid down by the
Nomination and Remuneration Committee , the evaluation of Individual Directors was carried
out in reference to those laid down parameters, in order to ensure objectivity. The
Independent Directors of the Board also reviewed the performance of the Non-Independent
Directors, the Chairman and the Board as a whole, pursuant to the provisions under
Schedule IV to the Act and Regulation 25 of the Listing Regulations.
MEETINGS OF THE BOARD
During the financial year 2024-25, 7 (Seven) meetings of the Board of
Directors were held on the dates as follows:
| Sl. No. |
Date of Board Meeting |
| 1 |
April 20, 2024 |
| 2 |
May 23, 2024 |
| 3 |
June 13, 2024 |
| 4 |
July 31, 2024 |
| 5 |
November 08, 2024 |
| 6 |
January 07, 2025 |
| 7 |
February 14, 2025 |
The mandatory requirement of holding meetings of the Board of Directors
of the Company, i.e., within the interval of 120 (One Hundred and Twenty) days as provided
in Section 173 of the Companies Act, 2013 and Regulation 17(2) of Listing Regulations, has
been complied with.
For further details, request you to refer to the Corporate Governance
Section forming part of the Annual Report.
The recommendations and suggestions of the Audit Committee and the
other Committees of the Board were duly considered and accepted by the management of your
Company and implemented thoroughly. The Board of Directors further confirm that the
Secretarial Standards I and II issued by the Institute of Company Secretaries of India
(ICSI) have been duly complied with.
COMMITTEES OF THE BOARD
As on March 31, 2025, the Board had 5 (five) Statutory Committees i.e.,
(i) Audit Committee (ii) Nomination and Remuneration Committee (iii) Corporate Social
Responsibility Committee (iv) Stakeholders' Relationship Committee and (v) Risk Management
Committee and 1 (One) Non-Statutory Committee i.e., Management Sub-Committee of Board of
Directors.
(i) Audit Committee:
An Audit Committee has been constituted in accordance with the
provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing
Regulations. You may refer to the section on Corporate Governance, under head 'Audit
Committee' for matters relating to constitution, meetings and terms of reference of this
Committee.
(ii) Nomination and Remuneration Committee
A Nomination and Remuneration Committee has been constituted in
accordance with the provisions of Section 178 (1) of the Companies Act, 2013 and
Regulation 19 of the Listing Regulations. You may refer to the section on Corporate
Governance, under head 'Nomination and Remuneration Committee' for matters relating to the
constitution, meetings, terms of reference of the Committee; and the remuneration policy
formulated by this Committee.
(iii) Stakeholders Relationship Committee
A Stakeholders relationship Committee has been constituted in line with
Section 178 (5) of the Companies Act, 2013 and the provisions under Regulation 20 of the
Listing Regulations.
You may refer to the section on Corporate Governance, under the head
'Stakeholders Relationship Committee' for matters relating to constitution, meetings, and
terms of reference of the Committee.
(iv) Risk Management Committee
The Company has in place a Risk Management Committee duly constituted
in line with the provisions under Regulation 21 of the Listing Regulations. You may refer
to the section on Corporate Governance, under the head 'Risk Management Committee' for
matters relating to the constitution, meetings, and terms of reference of the Committee.
(v) Corporate Social Responsibility Committee
In pursuance of the provisions of Section 135 of the Companies Act,
2013 and Companies' (Corporate Social Responsibility Policy) Rules 2014, a Corporate
Social Responsibility (CSR) Committee has been constituted by the Board of the Company.
For details of the composition of the Committee, the CSR policy and
other relevant details that are required to be disclosed under the provisions of Section
134(3)(o) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility
Policy) Rules, 2014, kindly refer to the section on Corporate Governance, under head
'Corporate Social Responsibility Committee' and the annual report on CSR which is enclosed
as Annexure I, which forms part of this report.
(vi) Management Sub-Committee:
For conducting the day-to-day affairs of the Company, a non-statutory
Committee i.e., Management SubCommittee of the Board of Directors has been constituted.
You may refer to the section on Corporate Governance, under head
'Management Sub-Committee' for details related to composition and other relevant
information of the Committee.
VIGIL MECHANISM CUM WHISTLE BLOWER POLICY
Pursuant to the provisions under Section 177(9) of the Act and
Regulation 22 of Listing Regulations the Company has established a Vigil Mechanism/
Whistle Blower Policy for Directors and employees to report their genuine concerns.
At Puravankara, we have a comprehensive whistle-blower policy that
allows and encourages all stakeholders to bring to the management's notice concerns about
suspected unethical behavior, malpractice, wrongful conduct, fraud and violation of the
company's policies.
The policy is available on the website of the Company at the link:
https://www.puravankara.com/
nextbackend/assets/uploads/investors_reports/
e8e3d504efd3bfc6334a78628224ab1d.pdf
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions under Section 134(3)(c) read with Section
134(5) of the Companies Act, 2013, your Directors hereby confirm that:
a) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
b) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year on March 31, 2025, and of the profit and Loss of the Company for that
period;
c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013, for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) The annual accounts of the Company have been prepared on a 'going
concern' basis;
e) The Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
f) The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company conducts a familiarization programme for the Independent
Directors to enable them to familiarize with the Company, its management and its
operations so as to gain a clear understanding of their roles, rights and responsibilities
for the purpose of contributing significantly towards the growth of the Company.
The familiarization programme imparted to Independent Directors is
displayed on the Company website and can be accessed at:
https://www.puravankara.com/financials/PL_ ID-Familiarization-Programme-2024-25.pdf.
AUDITORS & AUDITORS' REPORT STATUTORY AUDITORS
In pursuance of the provisions under Section 139 (2) of the Act read
with the Companies (Audit and Auditors) Rules, 2014 (as amended), M/s. S R Batliboi &
Associates LLP, CharteredAccountants, FRN 101049W/E300004, were appointed by the members
as Statutory Auditors of the Company for a period of 5 (Five) consecutive years from the
conclusion of the 36th AGM held on September 27, 2022, till the conclusion of
the 41st AGM to be held in the year 2027.
The Audit Committee reviews the independence and objectivity of the
Auditors and the effectiveness of the Audit process. The Auditors will attend the Annual
General Meeting of the Company.
The Statutory Auditors have expressed an unmodified opinion
in their Consolidated Auditors' Report and the Standalone Auditors'
Report in respect of the audited financial statements for the financial year ended March
31, 2025.
COST AUDITORS
In pursuance of the provisions under Section 148 of the Companies Act,
2013 read with the Companies (Cost Records and Audit) Rules, 2014 (as amended), your
Company is required to maintain the cost records and the said cost records are required to
be audited. The Company maintains all the aforesaid cost records.
M/s. GNV & Associates (Firm Registration No.: 000150), the Cost
Auditors of the Company, audited the cost records of the Company for the financial year
ended 2024-25. There were no qualifications or adverse remarks in the Cost Audit Report
which require any explanation from the Board of Directors.
The Board has, on the recommendations of the Audit Committee,
re-appointed M/s. GNV & Associates, Cost & Management Accountants, to conduct the
audit of cost records for the financial year 2025-26. The remuneration payable to the Cost
Auditor for FY25 is subject to ratification by the members at the ensuing AGM and the same
is included in Notice convening the 39th AGM.
SECRETARIAL AUDITORS
In pursuance of the provisions under Section 204 of the Companies Act,
2013 read with the Rule 9 of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and any other Rules made thereunder and Regulation 24A of the
Listing Regulations, M/s JKS & Co. (Firm Registration No.: P2015KR040800), Practicing
Company Secretaries, conducted the secretarial audit of the Company, and its unlisted
subsidiaries incorporated in India, for the financial year 2024-25. The Secretarial Audit
Report of the Company and its unlisted material subsidiaries for the financial year ended
March 31, 2025, are attached herewith, marked as Annexure II, Annexure IIA, Annexure IIB
and Annexure IIC to this Report.
In pursuance of the provisions under Section 204 of the Companies Act,
2013 read with the Rule 9 of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and any other Rules made thereunder and Regulation 24A of the
Listing Regulations,, the Board of Directors has appointed, M/s JKS & Co. (Firm
Registration No.: P2015KR040800), Practicing Company Secretaries, a Peer Reviewed Firm,
has been appointed as the Secretarial Auditors of the Company for a term of 5 (Five)
consecutive years i.e., from FY 2025-26 till FY 2029-30 subject to the approval of the
Shareholders in the ensuing Annual General Meeting. A resolution to this effect is
included in the notice of the ensuing Annual General Meeting, which may kindly be referred
for more details.
INTERNAL AUDITORS
Pursuant to the provisions under Section 138 of Companies Act, 2013,
your directors, on the recommendations of the Audit Committee, have appointed M/s. Grant
Thornton Bharat LLP, as Internal Auditors for a period of 3 (Three) years effective from
April 01, 2025, to March 31, 2028.
AUDITORS QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER
There was no qualification, reservation or adverse remark or disclaimer
from Statutory & Secretarial Auditors and the comments given by the Statutory &
Secretarial Auditors in their respective Reports are self-explanatory and hence, do not
call for any further explanations or comments from the Board.
Further, there was no fraud reported by the auditors under section
143(12) of the Companies Act, 2013.
PARTICULARS OF INVESTMENTS MADE, LOANS GIVEN, GUARANTEES GIVEN AND
SECURITIES PROVIDED BY THE COMPANY
The particulars of loans, guarantees and investments made as at the end
of FY 2024-25 are provided in the standalone financial statements (refer Note No. 7).
Further to note that provision of Section 186 of the Companies Act,
2013 is not applicable as Puravankara Limited being an Infrastructure Company.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
We ensure that all transactions that are entered into with related
parties during the financial year meet the criteria of an arm's length price basis. All
contracts and arrangements with related parties under Section 188(1) of the Act, entered
into by the Company during the financial year, were approved by the Audit Committee and
wherever required, also by the Board of Directors. The Related Party Transaction details
including the transaction(s) of the Company if any, with a person/entity belonging to the
promoter/promoter group which hold(s) more than 10% shareholding in the Company as
required pursuant to para-A of Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of the notes to the financial statements
provided in this Annual Report.
The policy on dealing with Related Party Transactions as approved by
the Board can be accessed at https://www.
puravankara.com/nextbackend/assets/uploads/investors_
reportsZd969467c1a61e1ad84e3bccbf670b5f1.pdf
Please refer to the details in Annexure III E-Form AOC-2. FINANCIAL
STATEMENTS
In accordance with the provisions under Section 129(3) of the Companies
Act, 2013 and Regulation 33 and Regulation 34 of the Listing Regulations, the Standalone
and Consolidated Financial Statements of the Company were prepared in accordance with the
Indian Accounting Standards (Ind AS) prescribed by the Institute of Chartered Accountants
of India (ICAI), forms part of this Annual Report.
The financial statements are available for inspection during business
hours at the Registered Office of your Company.
STATEMENT RELATING TO SUBSIDIARIES AND THEIR FINANCIAL STATEMENTS
In pursuance of the provisions under Section 129(3) of the Companies
Act 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, (as amended) a
statement containing the salient features of financial statements of the Companys'
subsidiaries in E-Form No. AOC-1 is attached to the financial statements of the Company as
Annexure III to this report.
Your Directors hereby inform you that the audited annual accounts and
related information of the subsidiaries will be available for inspection on any working
day during business hours at the registered office of the Company.
Further, pursuant to the provisions of Section 136 of the Act, the
Standalone financial statements, consolidated financial statements of the Company along
with relevant documents and separate audited financial statements in respect of
subsidiaries, are available on the Company's website at:
https://www.puravankara.com/investors.
SUBSIDIARIES
As on date, the Company has 35 subsidiary companies (including nine
step-down subsidiaries in India and 2 subsidiaries in Sri Lanka). Of these, Provident
Housing Limited, Starworth Infrastructure & Construction Limited and T-Hills Private
Limited, are unlisted material wholly owned subsidiaries of the Company as defined under
the Listing Regulations. In pursuance of the provisions under regulation 24 of the Listing
Regulations the following Independent Directors of the Company were appointed on the Board
of Directors of unlisted material wholly owned subsidiaries:
| Name of the Independent Director |
Name of the Unlisted Material Wholly Owned
Subsidiary |
Date of Appointment |
| Ms. Shailaja Jha |
Starworth Infrastructure &
Construction Limited |
24.05.2023 |
| Mr. Anup Sanmukh Shah |
Provident Housing Limited |
23.07.2019 |
As on date, T-Hills Private Limited does not fulfil the criteria laid
down in the explanation to Regulation 24(1) of the Listing Regulations and therefore the
requirement specified in the said regulation is not applicable.
Details of entities which became/ceased to be the Company's
subsidiaries, joint ventures or associate companies: Nil.
The link to access policy on material subsidiaries is:
https://www.puravankara.com/backend/assets/uploads/investors_reports/
dbc1e9da6f56363472b1140a77ce51c0.pdf
MATERIAL CHANGES AND COMMITMENTS
In terms of Section 134(3) of the Companies Act, 2013, no material
changes and commitments which could affect the Company's financial position occurred
between the end of the financial year of the Company to which the Balance Sheet relates
and to the date of this Report and there has been no change in the nature of business of
the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information in accordance with the provisions of Section 134 (3) (m) of
the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is as
follows:
A. CONSERVATION OF ENERGY
| i. Steps taken or impact on conservation
of energy |
Site Selection and Planning |
|
Selecting a site with proximity to basic
amenities and public transport to reduce the need for personal vehicles and promote
walkability which indirectly reduces the carbon footprint to the environment. Daylighting
and Orientation Maximizing daylight penetration by planning the office floor with a
central core, limiting the depth of the floor plate. Orienting the building to reduce
exposure to the south, which reduces direct sunlight and heat gain. |
|
Ensuring maximum day light penetration for
habitable spaces in |
|
Residential developments. |
|
Glazing and Windows |
|
Using performance glass to increase visual
light transmission, reduce |
|
solar heat gain, and enhance thermal
comfort. |
|
Roofing |
|
Applying solar reflective paints to
exposed roof areas to reduce heat absorption. |
|
Heating, Ventilation, and Air Conditioning
(HVAC) |
|
Using centrifugal chillers with a higher
coefficient of performance (COP) to reduce energy consumption. |
|
Implementing energy metering through a
building management system |
|
(BMS) to monitor and optimize energy
usage. |
|
Lighting |
|
Using LED lighting for all common areas to
reduce energy consumption. |
|
Water Conservation |
|
Installing low-flow water fixtures to
reduce water usage. Implementing an on-site sewage treatment plant (STP) to treat and
reuse water for landscaping, flushing, and HVAC purposes. Harvesting and reusing rainwater
for domestic consumption, aiming for zero discharge. |
|
Energy Audits |
|
Conduct energy audits to identify areas of
improvement and optimize energy usage. |
| ii. Steps taken by the Company for
utilizing alternate sources of energy |
Renewable Energy Sources |
|
Installation of solar panels on
rooftops/solar farms to generate electricity for common area lighting and electrical
loads. |
|
Consideration to implement wind turbines
or invest in wind energy credits. |
|
Utilizing organic waste or biomass to
generate power. |
iii. Capital investment in energy conservation equipment
| iii. Capital investment in energy
conservation equipment |
Energy-Efficient Equipment |
|
Upgrade to energy-efficient mechanical
equipment and machinery across all projects. |
|
Installation of Centrifugal Chillers with
higher COP (Co-efficient of Performance) |
|
Emerging Technologies |
|
Explore new and emerging alternative
energy technologies and materials. |
|
Collaboration and Partnerships |
|
Collaborate with other companies,
governments, or organizations to advance alternative energy initiatives. |
|
Implement energy management systems to
monitor and control energy usage. |
|
Develop energy-saving policies and
procedures. |
|
Incorporate energy-efficient design
principles in construction projects. |
|
Explore energy storage options like
batteries to optimize energy usage. |
|
Consider carbon offsetting or purchasing
renewable energy credits. |
|
Develop a sustainability reporting
framework to track progress and share achievements. |
|
Engage with local communities and
stakeholders to promote sustainable energy practices. |
|
By implementing these strategies, we can
significantly reduce energy consumption, carbon emissions, and environmental impact while
promoting a culture of sustainability and innovation. |
B. TECHNOLOGY ABSORPTION
| i. Efforts made towards technology
absorption |
O Enhanced security posture of the
organization by initiating Extended Detection and Response (XDR), Single Sign On (SSO),
Multi Factor Authentication (MFA) & Security Operation Centre (SOC). |
|
O E-Payment & E-Collection using
Easebuzz integration - Reduced unknown payments and expedited collection consolidation. |
|
O Service Module Implementation and
rollout in Salesforce - have better visibility, transparency and improved TAT for customer
interaction and engagement. |
| ii. Benefits derived like product
improvement, cost reduction, product development or import substitution |
We use sustainable materials for
effectively reducing the carbon footprint in the environment. |
| iii. In case of imported technology
(imported during the last three years reckoned from the beginning of the financial year):
a) Details of technology imported; b) Year of import; c) Whether the technology has been
fully absorbed; and d) If not fully absorbed, areas where absorption has not taken place
and the reasons thereof. |
NA |
| iv. Expenditure incurred on Research and
Development. |
NA |
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
| (Amount in ' in Crores) |
|
|
| Particulars |
2024-25 |
2023-24 |
| Foreign Exchange Earnings |
- |
4.11 |
| Foreign Exchange Expenditure |
11.52 |
1.26 |
HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY*:
(' In Lakhs.)
| S.No. Name of the subsidiary |
Turnover |
Profit before taxation (PBT) |
Profit After Taxation (PAT) |
% of contribution to the overall performance
of the Holding Company |
| 1 Starworth Infrastructure & Construction
Limited |
43,100.96 |
(1,315.14) |
(987.57) |
5% |
| 2 Provident Housing Limited |
35,859.46 |
(3,669.84) |
(3,394.85) |
17% |
| 3 T-Hills Private Limited* |
31,348.44 |
11,014.04 |
8,224.89 |
-41% |
Apart from these three Unlisted Material Wholly Owned Subsidiaries,,
other wholly owned subsidiaries, subsidiaries, associates and joint venture companies do
not have any significant contribution towards the performance of Puravankara Limited.
*The % of contribution of T-Hills to the overall performance of the
Holding Company is in negative because the Consolidated PAT of Puravankara Limited for the
FY 2024-25 is in negative.
Kindly refer to E-form AOC-1 for more details, which forms part of this
report.
RISK MANAGEMENT POLICY
The Board of Directors of the Company has put in place a Risk
Management Policy which aims at enhancing shareholders' value and providing an optimum
risk-reward tradeoff. The risk management approach is based on a clear understanding of
the variety of risks that the organization faces, disciplined risk monitoring and
measurement and continuous risk assessment and mitigation measures.
The policy is available on the website of the Company at:
https://www.puravankara.com/backend/assets/uploads/
investors_reportsZ2cbdca9c0398f68d78b2f61527314d76.pdf.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During 2024-25, we continued to focus our CSR efforts in
building the fundamentals of society:
Environment and sustainability
Education
Art and culture
Para Sport
Below are few of the long-term CSR interventions by Puravankara in its
chosen areas:
Medians and park maintenance
Puravankara has been maintaining medians and parks for 10+ years.
Medians and parks are adopted from the BBMP under the PPP model, and an external
landscaping team is deployed
for maintenance. Presently, we are maintaining 7 medians, 1 park and 1
circle. Furthermore, the Company has planted 400+ species of air purifying, flowering and
ornamental plants at park and medians. This has spruced up the public space and roads.
Puravankara has won awards for "Well-maintained Medians" from the Department of
Horticulture, Govt. of Karnataka and the Mysore Horticulture Society organized
horticulture shows during Independence Day and Republic Day.
Miyawaki forest - tree plantation in rural Bengaluru
As part of a three-year initiative, Puravankara has planted 40,000
trees in FY 2024-25 at Bhoothanahalli, Bannerghatta, using the Miyawaki method. This
effort replicates natural forest ecosystems, thereby enhancing biodiversity, soil health,
and local wildlife populations. It reflects Puravankara's commitment to sustainability by
restoring degraded land and creating urban green spaces with ecological and community
value.
Water Conservation Initiatives (Million Wells Program)
Puravankara is advancing water conservation in Bengaluru through the
'Million Wells for Bengaluru Campaign' to address the city's acute water scarcity. The
initiative focuses on rejuvenating heritage wells, creating new recharge wells, and
implementing rainwater harvesting systems in public spaces to promote water
sustainability. In FY 2024-25, two heritage wells were revived in DJ Halli and
Sonapanahalli, benefiting around 3,000 people. Additionally, a focused project in
Hunsamaranahalli has been launched to enhance water availability from shallow aquifers,
with 10 new filter borewells drilled and 3 refurbished, collectively supplying 468 KL of
water daily. This initiative also includes sump cleaning, waterproofing, open well
construction, water treatment, and pump installations, further strengthening community
water resilience.
Puravankara B-Plan endowment fund for B-Plan (Bachelor of Planning)
students (Scholarship Program)
This program is designed to offer financial support to students from
economically disadvantaged backgrounds. Under this initiative, Puravankara Ltd. will cover
the semester and hostel fees for the entire four-year course for 10 B-Plan students. The
students will be selected through a process overseen by a committee formed jointly by Anna
University and Puravankara Ltd.
Vidyasarathi with Protean and TISS
In line with its vision for an equitable future, Puravankara, in
collaboration with Protean eGov and the Tata Institute of Social Sciences (TISS), supports
the Vidyasaarathi Scholarship program to empower students from economically
disadvantaged backgrounds. Through this initiative, Puravankara intends
to support students pursuing higher education. Apart from their academic performance, the
eligibility criteria included students whose annual family income is less than Rs. 5 lakhs
and students belonging to the local community. During FY 2024-25, a total of Rs. 18 lakhs
was disbursed through the scholarship to cover 59 students across Goa and Karnataka.
Khel Khel Mein
In association with the Wockhardt Foundation, Puravankara is
contributing towards the Khel Khel Mein Program. This program adopts a unique approach of
working with underprivileged children in the age group of 6-12 years in slum communities
with an aim of providing a space to engage them in recreational activities within a
structured program based on human values and character. Under the program, children are
provided with opportunity to play with toys and games with an emphasis on human values,
English language and basics of mathematics and science. The focus is to spread happiness
and joy to the students while creating awareness about the importance of fun-based
learning in society. Puravankara has contributed to setting up 7 Khel Khel Mein centres in
Bangalore, Mumbai & Pune. Across these centres, about 393 children have benefited from
the program.
Supporting Education through facility enhancement
Puravankara has helped to enhance the school infrastructure at DKZP
Higher Primary School, Meenakalia, Panambur, Karnataka. This initiative has notably
improved the school infrastructure and environment, making it more conducive to learning.
It has equipped the school with additional classrooms, thereby enabling it to accommodate
more students.
Swami Vivekananda Cultural Youth Centre - Viveka Smaraka, Mysuru:
Puravankara supported Swami Ramkrishna Mission Ashrama, Mysuru, in
developing Viveka Smaraka-Swami Vivekananda Cultural Youth Centre to enhance youth
education and learning. The Viveka Smaraka Youth Centre offers thousands of students
values-based character education inspired by Swami Vivekananda. It focuses on vocational
skills, life skills, and cultural competence, promoting personality development and
community integration. The centre impacts around 25,000 students annually across 26
colleges, 582 schools, and urban/rural youth, including working professionals, homemakers,
senior citizens, and tourists.
Promotion of Paralympic sport
Puravankara, in partnership with Parishrama Divyang Sports Academy,
launched the project "Empowering Abilities,
Transforming Lives" to support and empower persons with
disabilities through para-sports. The program offers professional training, nutritional
support, and competitive platforms to help participants build confidence and showcase
their talents. In FY 2024-25, three key events were held in Bengaluru with full logistical
support:
Badminton Training & Competition - 80 participants
Para Shot Put Training - 40 participants
Para Swimming Training & Competition - 80 participants
ANNUAL RETURN
In accordance with the Companies Act, 2013, the annual returns in the
prescribed format is available on the Company's website at
https://www.puravankara.com/investors.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure V and forms part
of this Report.
REMUNERATION POLICY
The Board, as per the recommendation of the Nomination &
Remuneration Committee, has framed a Nomination & Remuneration policy, providing (a)
criteria for determining qualifications, positive attributes, and independence of
Directors and (b) a policy on remuneration for Directors, Key Managerial Personnel, and
other employees. The detailed Remuneration policy may be accessed on the following weblink
of the Company's website at: https://www.puravankara.
com/Financials/Nomination%20and%20Remuneration%20 Policy_PL.pdf
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In pursuance of the provisions under Regulation 34(2)(f) of the Listing
Regulations and SEBI Master Circular No. SEBI/ HO/CFD/PoD2/CIR/P/0155 dated November 11,
2024, The Company is presenting the Business Responsibility and Sustainability Report
("BRSR") to the stakeholders of the Company as part of this Annual Report and
available on the website of the Company at: https://www.puravankara.com/ investors
CORPORATE GOVERNANCE
Your Company believes that strong corporate governance is critical to
enhancing and retaining the stakeholder's trust. Your Company also endeavors to enhance
long-term stakeholder value and practice good governance in all its business decisions.
In Pursuance of the provisions under Regulation 34 read with Schedule V
of the Listing Regulations, a separate section on
Corporate Governance practices followed by the Company and a
certificate from Mr. Nagendra D Rao, Practicing Company Secretary, regarding the
compliance of the Corporate Governance Standards is enclosed herewith.
MANAGEMENT DISCUSSION AND ANALYSIS
A report on Management Discussion and Analysis as stipulated under
Regulation 34 of the Listing Regulations forms an integral part of this Annual Report.
CREDIT RATING
ICRA Limited vide its letter dated March 18, 2025, has reviewed the
Credit Rating for bank facilities and has reaffirmed the long-term Rating at [ICRA]
A-(Stable) and short-term rating at [ICRA] A2+.
INSIDER TRADING REGULATIONS
In accordance with the provisions under SEBI (Prohibition of Insider
Trading) Regulations, 2015, the Company has in place following policies/codes which are
revised from time to time according to applicable laws or as per need:
O The Code of Conduct to Regulate, Monitor and Report trading by
Designated Persons and their Immediate Relatives;
O The Code of practices and procedures for fair disclosure of
Unpublished Price Sensitive Information (UPSI); and
O The Policy on determination of legitimate purposes for sharing
unpublished price sensitive information and on dealing with leakage or suspected leakage
of unpublished price sensitive information.
The aforesaid policies/codes are available on the website of the
Company at: https://www.puravankara.com/investors/
Further, the Company has put in place an adequate and effective system
of internal controls including maintenance of a structured digital database (SDD) and
standard operating procedures (SOP) to ensure compliance with the requirements of the SEBI
(Prohibition of Insider Trading) Regulations, 2015 to track the sharing of UPSI and
prevent insider trading.
UNCLAIMED AND UNPAID DIVIDENDS, AND TRANSFER OF SHARES TO IEPF
Pursuant to Section 124 of the Companies Act, 2013 read with the
Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 ("Rules"), all dividends remaining unpaid or unclaimed for a period
of 7 (Seven) years and also the shares in respect of which the dividend has not been
claimed by the shareholders for 7 (Seven) consecutive years or more are required to be
transferred to Investor Education Protection Fund (IEPF) in accordance with the procedure
prescribed in the Rules.
You may refer to the section on Corporate Governance, under head
'Transfer to IEPF Account' for more details.
INTERNAL COMPLAINT COMMITTEE UNDER SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at
Workplace in line
with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder for
prevention and redressal of complaints of sexual harassment at workplace.
The Company has also complied with provisions relating to the
constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Disclosure of the status of Complaints pursuant to Rule 8 of Companies
(Accounts) Rules, 2014, during the period under review, is as below:
SL. No. Particulars |
2024-25 |
i. Number of Sexual Harassment
Complaints received |
3 |
ii. Number of Sexual
Harassment Complaints disposed off |
3 |
iii. Number of Sexual
Harassment Complaints pending beyond 90 days |
0 |
DISCLOSURE UNDER THE REQUIREMENTS OF MATERNITY BENEFIT ACT, 1961
During the period under review, your Company has complied with the
applicable provisions of the Maternity Benefit Act, 1961. Status of Female employees who
had availed the benefits under this Act is below:
SL. No. Particulars |
2024-25 |
i. Number of Female Employees |
228 |
ii. Number of Female Employees
who availed the Maternity Benefit |
7 |
iii. Company has complied with
the Act |
Yes |
STATEMENT SHOWING FOREIGN OWNERSHIP LIMITS
Pursuant to Rule 2(s) of the Foreign Exchange Management (Non-debt
Instruments) Rules, 2019, made under the Foreign Exchange Management Act, 1999, below is
the statement indicating the Board approved foreign ownership limits and the limits
utilized during the period under review:
SL. No. Particulars |
Approved Limits (%) |
Limits Utilized (%) |
i. As on Shareholding date: |
100 |
17.77 |
ii. As on the end of the
previous 1st quarter: |
100 |
17.84 |
iii. As on the end of the
previous 2nd quarter: |
100 |
17.77 |
iv. As on the end of the
previous 3rd quarter: |
100 |
17.79 |
v. As on the end of the
previous 4th quarter: |
100 |
17.51 |
OTHER POLICIES
Other policies formulated in compliance with the provisions of the
Companies Act, 2013, the Listing Regulations and other applicable laws are available on
the website of the Company at: https://www.puravankara.com/investors/
OTHER DISCLOSURES
No disclosure or reporting is required in respect of the following
items as there were no transactions or the same
were not applicable During the period under review:
O The Managing Director of the Company has not received any
remuneration or commission from any of the subsidiaries of the Company;
O No significant or material orders were passed by the Regulators or
Courts or Tribunals which would impact the 'going concern' status of the Company' and its
future operations;
O There were no proceedings initiated/pending against your Company
under the Insolvency and Bankruptcy Code, 2016;
O There were no instances where your Company required the valuation for
one time settlement or while taking the loan from the Banks or Financial institutions;
O There was no change in the nature of the business of the Company.
ACKNOWLEDGEMENTS
Your Directors place on record their gratitude to the Central
Government, State Governments and Company's Bankers and other lenders for the assistance,
co-operation and encouragement. Your directors also wish to place on record their sincere
thanks and appreciation for the continuing support and unstinting efforts of investors,
vendors, dealers, business associates and employees in ensuring excellent allaround
performance.
| sd/- |
For and on behalf of the Board of
Directors of Puravankara Limited |
sd/- |
| Ashish Ravi Puravankara |
|
Amanda Joy Puravankara |
| Managing Director |
|
Additional Whole Time Director |
| Din: 00504524 |
|
Din: 07128042 |
| Date: August 08, 2025 |
|
Date: August 08, 2025 |
| Place: Bengaluru |
|
Place: Bengaluru |