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DIRECTOR'S REPORT

Prestige Estates Projects Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 49620.12 Cr. P/BV 3.09 Book Value (₹) 372.61
52 Week High/Low (₹) 1814/1048 FV/ML 10/1 P/E(X) 106.15
Bookclosure 03/09/2025 EPS (₹) 10.85 Div Yield (%) 0.16
Year End :2025-03 

The Directors present the Boards’ Report on business operations and affairs of Prestige Estates Projects Limited (the
"Company" or "PEPL") along with the audited Standalone and Consolidated financial statements for the Financial Year ended
March 31,2025.

PERFORMANCE OF YOUR COMPANY
1. FINANCIAL HIGHLIGHTS:

Particulars

Standalone

Consolidated

FY 2024-25

FY 2023-24

FY 2024-25

FY 2023-24

Income

Revenue from Operations

28,730

26,512

73,494

78,771

Other Income

4,160

2,547

3,861

15,482

Total Income

32,890

29,059

77,355

94,253

Expenses

(Increase)/ decrease in inventory

(16,403)

(5,059)

(74,637)

(57,360)

Contractor cost

9,435

8,754

38,182

32,283

Purchase of completed units

645

72

1,103

72

Purchase of materials

2,089

2,208

7,218

7,015

Land cost

16,451

3,741

41,270

44,985

Employee benefits expense

3,977

3,489

8,217

7,467

Finance costs

5,659

4,513

13,338

12,191

Depreciation and amortization expense

4,249

4,001

8,123

7,165

Other expenses

6,014

5,108

26,553

19,325

Total Expenses

32,116

26,827

69,367

73,143

Profit before exceptional items and tax

774

2,232

7,988

21,110

Exceptional items

1,104

-

-

-

Share of profit / (loss) from joint ventures and
associate (net of tax)

(430)

113

Profit before tax

1,878

2,232

7,558

21,223

Tax expenses

13

(226)

1,389

4,936

Net Profit for the year

1,865

2,458

6,169

16,287

Other Comprehensive Income (net of tax)

(11)

(3)

(4)

(5)

Total Comprehensive Income

1,854

2,455

6,165

16,282

Total comprehensive income for the year
attributable to:

Owners of the Company

-

-

4,671

13,736

Non-controlling interests

-

-

1,494

2,546

There have been no material changes or commitments affecting the financial position of the Company which have
occurred between March 31,2025 and the date of this report.


2. BUSINESS:

Business Overview

Prestige Estates Projects Limited, is a Public Limited
Company with its Equity Shares listed on the BSE
Limited and National Stock Exchange of India Limited.
The Authorized Share Capital of the Company is
' 4,500,000,000/- divided into 450,000,000 Equity

Shares of ' 10/- each and the Issued, Subscribed
and Paid-Up Share Capital of the Company is
' 4,307,302,320/-divided into 430,730,232 Equity
Shares of
' 10/- each.

The Company operates in the real estate industry in
general in the following verticals.

? Residential

? Commercial

? Retail

? Hospitality

? Services

FINANCIAL HIGHLIGHTS (FY24-25, CONSOLIDATED)

During the FY 2024-25, the Company has reported
Income from operations of
' 77,355 Mn, EBIDTA
of
' 29,449 Mn and PAT of ' 6,169 Mn, EBIDTA
margin stood at 38.07% and PAT margin stood
at 7.97%. During the corresponding FY 2023-24,
the Company reported Income from operations of
' 94,253 Mn, EBIDTA of ' 40,466 Mn and PAT of
' 16,287 Mn. EBIDTA margin stood at 42.93 % and PAT
margin stood at 17.28 %.

FY24-25 | OPERATIONAL HIGHLIGHTS

During the FY 2024-25, the Company has sold 12.58
Mn Sq. Ft. of residential and commercial space
which translates to sales of
' 170,231 Mn. During the
corresponding FY 2023-24, the Company has sold
20.25 Mn sq ft of residential and commercial space
which translates to sales of
' 210,403 Mn.

COLLECTIONS

Total collections for the year ended March 31,
2025 aggregated to
' 120,840 Mn (Prestige share
of collections for the year aggregated to
' 113,413
Mn). Total collections for the year ended March 31,
2024 aggregated to
' 119,544 Mn. (Prestige share of
collections for the year aggregated to
' 110,694 Mn).

LAUNCHES

During the period under review, Company has
maintained high demand from the customers for its
projects. During the year Company has launched 25.63
mn. Sq. ft. across 11 projects.

COMPLETIONS

2 residential projects with total developable area of
3.04 mn. sq. ft. across segments & geographies were
completed during the year.

3. TRANSFER TO GENERAL RESERVES:

During the year the Company has transferred ' 934 Mn
to General Reserve.

4. DIVIDEND:

The Board of Directors of the Company have
recommended a dividend of
' 1.8/- (18%) per Equity
Share of
' 10/- each which is subject to approval of
shareholders in the ensuing Annual General Meeting of
the Company.

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no material change in the nature of Business
carried out by the Company during the period under
review.

6. SHARE CAPITAL:

As informed above, the authorized share capital of the
Company is
' 4,500,000,000/- divided into 450,000,000
Equity Shares of
' 10/- each and the Issued, Subscribed
and Paid-Up Share Capital of the Company is
' 4,307,302,320/- divided into 430,730,232 Equity
Shares of
' 10/- each as on March 31,2025.

Qualified Institutional Placement: During the year, the
Company has issued and allotted 29,868,578 equity
shares of face value
' 10 each of the Company to 109
QIBs, at a price of
' 1,674 per Equity Share (including
share premium of
' 1,664 per Equity Share), aggregating
to
' 50,000 Million.

The net proceeds of the issue are utilized for the
following objects:

1. Repayment / pre-payment, in full or in part, of
certain outstanding borrowings availed by our
Company and/ or certain of our Subsidiaries;

2. Acquisition of land or land development rights;

3. Investment in our Subsidiaries and Joint Ventures
for funding some of our Ongoing Projects and one
Upcoming Project which will be undertaken by
such Subsidiaries and Joint Ventures; and

4. General corporate purposes

7. CHANGES IN DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

During the year under review, following are the changes
in directors and Key Managerial Personnel.

Sl.

No.

Name

Date of
Changes

Appointment/
Cessation/Change
in designation

1

T. Srikanth
Bhagavat

31/07/2024

Appointment

2

T. Srikanth

30/09/2024

Change in

Bhagavat

designation

Sl.

No.

Name

Date of
Changes

Appointment/
Cessation/Change
in designation

3

Dr. Pangal

Ranganath

Nayak

23/09/2024

Cessation

4

Jagdeesh K
Reddy

23/09/2024

Cessation

Mr. Venkat K. Narayana resigned from the office as Chief
Executive Officer of the Company on May 10, 2024.

The composition of the Board is elaborated in the
Corporate Governance Report.

8. CHANGES IN SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATES:

As described elsewhere in the report, the Company
operates in the following verticals and the changes are
mentioned herewith:

? Residential Vertical - The Company continues to
be the apex entity for the Residential Vertical and
shall continue to hold residential assets and all
future residential developments would continue to
be undertaken by the Company.

? Commercial Vertical - Prestige Exora Business
Parks Limited, wholly owned subsidiary of the
Company continues to be the apex entity for the
Commercial Vertical.

? Retail Vertical - Prestige Retail Ventures Limited,
wholly owned subsidiary of the Company
continues to be the apex entity for the Retail
Vertical.

? Hospitality Vertical - Prestige Hospitality Ventures
Limited, wholly owned subsidiary of the Company
continues to be the apex entity for the Hospitality
Vertical.

? Services Vertical- The Company through this
verticals provides Fit out services, Interior Designs
and Execution, Facilities & Property Management
and Project & Construction Management for all its
projects.

Acquisitions during the fiscal:

K2K Infrastructure India Private Limited.

The Company has acquired 25% equity stake in
K2K Infrastructure India Private Limited, subsidiary
company on October 23, 2024. With this acquisition,
K2K Infrastructure India Private Limited has become
wholly owned subsidiary of the Company.

Prestige Garden Estates Private Limited.

The Company has acquired 27% equity stake in
Prestige Garden Estates Private Limited, subsidiary
Company on October 23, 2024. With this acquisition,
Prestige Garden Estates Private Limited has become
wholly owned subsidiary of the Company.

Apex Realty Management Private Limited

The Company has acquired 40% equity stake in Apex
Realty Management Private Limited, subsidiary
company on October 23, 2024. With this acquisition,
Apex Realty Management Private Limited has become
wholly owned subsidiary of the Company.

Prestige Acres Private limited

The Company has acquired 49% equity stake in Prestige
Acres Private Limited, subsidiary Company on October
23, 2024. With this acquisition, Prestige Acres Private
Limited has become wholly owned subsidiary of the
Company.

Prestige Projects Private Limited

The Company has acquired 16% equity stake in Prestige
Projects Private Limited, subsidiary Company on October
23, 2024. With this acquisition, the Company now holds
76% stake in Prestige Projects Private Limited.

Prestige Falcon Mumbai Realty Private Limited

The Company has acquired 39% equity stake in Prestige
Falcon Mumbai Realty Private Limited, subsidiary
Company on February 3, 2025. With this acquisition,
the Company now holds 90% stake in Prestige Falcon
Mumbai Realty Private Limited.

Prestige Leisure Resorts Private Limited

Prestige Hospitality Ventures Limited, wholly owned
subsidiary of the Company has acquired 42.55% equity
stake in Prestige Leisure Resorts Private Limited,
subsidiary Company on February 3, 2025. With this
acquisition, Prestige Leisure Resorts Private Limited
has become a wholly owned Step-Down subsidiary of
the Company.

WSI Falcon Infra Projects Private Limited

On December 30, 2024, Prestige Exora Business Parks
Limited, wholly owned subsidiary of the Company,
has subscribed to 96,079 equity shares of WSI Falcon
Infra Projects Private Limited, to hold 49% equity stake.
With this acquisition, WSI Falcon Infra Projects Private
Limited has become an associate of the Company.

9. SIGNIFICANT OR MATERIAL ORDERS PASSED BY
REGULATORS/ COURTS:

There were no material orders passed during the year
under review.

10. CONSOLIDATED FINANCIAL STATEMENTS:

The Company as on March 31, 2025 has Thirty-Three
(33) Subsidiary Companies, Six (6) Joint Venture
Companies and One (1) Associate Company within
the meaning of Section 2(87) and Section 2(6) of the
Companies Act, 2013 (hereinafter referred to as the
'Act' in this Report). There has been no material change
in the nature of business of the Subsidiaries/Associate/
Joint Ventures.

Prestige Projects Private Limited, is considered as a
material subsidiary of the Company. Your Company
has in accordance with the SEBI Listing Regulations
adopted the Policy for determining material subsidiaries.
The said Policy is available on the Company's website
at https://d1t2fddy6amcvs.cloudfront.net/investors/
policies/material-subsidiaries.pdf

The Consolidated Financial Statements of the
Company, its Subsidiaries, Joint Ventures and Associate
Companies are prepared in accordance with the
provisions of Section 129 of the Companies Act, 2013,
read with Companies (Accounts) Rules, 2014 and the
provisions of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Consolidated
Financial Statements presented by the Company include
the financial results of its Subsidiaries, Joint Ventures/
Associate. Pursuant to Section 129(3) of the Act, a
separate statement containing the salient features of the
financial performance of Subsidiaries, Joint Ventures,
Associate of the Company in the prescribed Form AOC-
1 is provided in Annexure I to the Report.

Pursuant to provisions of Section 136 of the Act, the
Financial Statements of the Company, Consolidated
Financial Statements along with relevant documents and
separate Audited Accounts in respect of Subsidiaries are
available on the website of the Company.

11. BOARD OF DIRECTORS AND ITS COMMITTEES:
Composition of the Board of Directors

As on March 31, 2025, the Board of Directors of the
Company comprises of Eight (8) Directors of which Four
(4) are Executive Promoter Directors and remaining
Four (4) are Non -Executive Independent Directors.

None of the Directors of the Company are disqualified
under Section 164(2) of the Companies Act, 2013.

Board Meetings

The Board met Six (6) times during the year under
review and the intervening gap between the meetings
was within the period prescribed under the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The dates of the
meetings are as below:

Sl. No.

Date of the Meeting

1.

May 10, 2024

2.

May 28, 2024

3.

June 21,2024

4.

July 31,2024

5.

October 29, 2024

6.

January 30, 2025

Independent Directors Meeting

As per the requirements of Schedule IV of the Companies
Act, 2013 and Regulation 25(3) of SEBI (LODR)
Regulations, a separate meeting of the Independent
Directors of the Company was held on March 29, 2025
without the presence of the Chairman & Managing
Director or Executive Directors or other Non-Independent
Directors or the Chief Executive Officer or Chief Financial
Officer or any other Management Personnel.

Committees of the Board

The composition of various Committees of the Board
and their meetings including the terms of reference are
detailed in the Corporate Governance Report forming
part of the Annual Report.

Re-appointment of a Director retiring by rotation

In terms of Section 152 of the Companies Act, 2013, Mr.
Irfan Razack, Director, (DIN: 00209022) is liable to retire
by rotation at the ensuing Annual General Meeting;
and being eligible, offers himself for re-appointment.
The Board of Directors, based on the recommendation
of Nomination & Remuneration Committee have
recommended the re-appointment of Mr. Irfan Razack,
Director, who is liable to retire by rotation.

The Notice convening the Annual General Meeting
includes the proposal for the re-appointment of the
Director as aforesaid. Brief resume of the Director
proposed to be re-appointed, 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 have been provided
as an annexure to the Notice convening the Twenty
Eighth Annual General Meeting.

Declaration by Independent Directors

The Independent Directors of the Company have
provided the declaration of Independence as required
under Section 149(7) of the Companies Act, 2013,
confirming that they meet the criteria of Independence
under Section 149(6) of the Companies Act, 2013 read
with the Regulation 25(8) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

Annual Performance evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Nomination and Remuneration
Committee and the Board have laid down the manner
in which formal annual evaluation of the Board, its
Committees, and Individual Directors has to be made.

The performance evaluation of the Independent
Directors was carried out by the entire Board.
The performance evaluation of the Chairman and
Non-independent Directors was carried out by the
Independent Directors in the following manner:

a. Evaluation of performance of Non-independent
Directors and the Board of Directors of the
Company as a whole;

b. Evaluation of performance of the Chairman of the
Company.

c. Evaluation of quality, content and timeliness of
flow of information between the Management
and the Board that is necessary for the Board to
effectively and reasonably perform its duties.

Directors Responsibility Statement

As required by Section 134(5) of the Companies Act,
2013, your Board of Directors hereby confirm that:

a. in the preparation of the Annual Financial
Statements for the year ended March 31, 2025,
the applicable Accounting Standards have 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 2024-25 and of the profit 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 Financial Statements have been
prepared on a Going Concern basis;

e. the Directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively; and

f. the Directors have laid down Internal Financial
Controls to be followed by the Company and that
such Internal Financial Controls are adequate and
were operating effectively.

Corporate Governance Report

A detailed Report on Corporate Governance and a
Certificate from the Practicing Company Secretary
regarding compliance of conditions of Corporate
Governance forms part of this Annual Report.

Management Discussion and Analysis Report

I n terms of Regulation 34 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Management Discussion and Analysis Report forms
part of this Annual Report.

Business Responsibility and Sustainability Report

The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 mandates the inclusion
of Business Responsibility and Sustainability Report
("BRR") as the part of Annual Report for top one thousand
listed companies based on the market capitalization as
on March 31, every year. The Report has been mandated
by SEBI for providing initiatives taken by the Companies
from Environmental, Social and Government perspective.
In Compliance with the regulation, the Company has
provided the BRSR for the year 2024-25 as part of this
Annual Report. The policies are available at the website of
the Company www.prestigeconstructions.com

12. AUDIT RELATED MATTERS:

Audit Committee

The terms of reference of the Audit Committee are in
consonance with the requirements spelt out in Section
177 of the Companies Act, 2013 and Regulation 18 of
SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015. The Composition of the Audit
Committee is mentioned in the Corporate Governance
Report which forms part of this Annual Report.

Statutory Auditors & Report thereon

M/s. S. R. Batliboi & Associates LLP Chartered
Accountants, Bengaluru (FRN 101049W/E300004) were
re-appointed as Statutory Auditors of the Company at
the 25th Annual General Meeting of the Company held
on September 27, 2022 to hold office till the conclusion
of 30th Annual General Meeting to be held in the year
2027. The auditor’s report for the year ending March 31,
2025 forms part of this Annual Report.

Statutory Auditors Qualification / Comment on the
Company's Standalone Financial Statements

There are no qualifications or adverse remarks in the
Statutory Audit Report on the Standalone Financial
Statements.

Secretarial Auditor & Report thereon

Pursuant to Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration
of Managerial Personnel), Rules, 2014, Secretarial Audit
for the Financial Year 2024-25 has been carried out by
Mr. Nagendra D. Rao, Practicing Company Secretary,
Bengaluru (Membership No. FCS: 5553, COP 7731)

The Report of the Secretarial Audit in Form MR-3 for
the Financial Year ended March 31, 2025 follows as
Annexure II A to the Report. In the said report, the
Secretarial Auditor has also commented that information
as required under Section 134(q) of the Companies Act,
2013 read with rule 5(1 )(ii) and (ix) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, remuneration details of Chief
Executive Officer, Chief Financial Officer and Company
Secretary has not been disclosed in the Boards’ Report.
Your Directors stated that with a view to ensure healthy &
cordial human relations at all levels and considering the
confidential nature of the information, the remuneration
details of Chief Executive Officer, Chief Financial Officer
and Company Secretary have not been disclosed in the
interest of the Company. However on a request from any
shareholder or any regulatory authority, the same shall
be shared separately.

Further, the secretarial audit report of material subsidiary
company, Prestige Projects Private Limited issued by Ekta
Goswami & Associates, Company Secretaries is provided
in Annexure II - B to this Report. The report does not
contain any qualification, reservation or adverse remark.

I n compliance with Regulation 24A of the SEBI Listing
Regulations and Section 204 of the Act, the Board, at
its meeting held on May 29, 2025, has approved the

appointment of Nagendra D Rao & Associates LLP
Company Secretaries, (LLPIN: AAK-4698), a peer
reviewed firm, as the Secretarial Auditor of the Company
for a term of five consecutive years commencing from
FY 2025-26 till FY 2029-30, subject to approval of the
Members at the ensuing AGM.

Cost Auditor & Report thereon

The Cost Audit Records are maintained in accordance
with the provisions of Section 148 of the Companies Act,
2013 read with the Companies (Cost Records and Audit)
Amendment Rules, 2014. There are no qualifications or
adverse remarks in the Cost Audit Report which require
any explanation from the Board of Directors.

Based on the recommendations of the Audit
Committee, the Board of Directors have re-appointed
M/s. P Dwibedy & Co, Cost Accountants, Bengaluru
(FRN-100961) as the Cost Auditors of the Company for
the Financial Year 2025-26.

As per Rule 14 of Companies (Audit and Auditors)
Rules, 2014, the Remuneration payable to the Cost
Auditors for the FY 2025-26 is subject to ratification
by the Shareholders of the Company and the same
is being put to shareholders at the ensuing Annual
General Meeting. The Notice convening the Annual
General Meeting contains the proposal for ratification
of the remuneration payable to the Cost Auditors.

Internal Financial Controls

The Board of Directors of your Company have laid
down Internal Financial Controls to be followed by the
Company and such Internal Controls are adequate
and operating effectively. Your Company has adopted
policies and procedures for ensuring orderly and
efficient conduct of its Business, including adherence to
the Company’s policies, the safeguarding of its assets,
the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting
records and the timely preparation of reliable financial
disclosures.

In view of growth of business activities, on
recommendation of Audit Committee, the Board of
Directors of the Company have appointed M/s. Grant
Thorton India LLP and M/s. Deloitte Touche Tohmatsu
India LLP as the Internal Auditors for Financial year
2024-25.

During the year under review, these controls were
evaluated and no significant weakness was identified
either in the design or operation of the controls.

Fraud Reporting

There have been no instances of fraud reported by
Auditors under Section 143(12) of the Companies
Act, 2013 and Rules framed thereunder either to the
Company or to the Central Government.

13. DISCLOSURE ON CONFIRMATION WITH SECRETARIAL
STANDARDS:

The Directors confirm that the mandatory Secretarial
Standards on Board and General Meetings issued by
the Institute of Secretaries of India in accordance with
the applicable provisions of Companies Act, 2013 and
rules made thereunder, have been duly complied with.

14. POLICY MATTERS:

Directors Appointment and Remuneration Policy

The Directors of the Company are appointed by the
Members at the Annual General Meetings in accordance
with the provisions of the Companies Act, 2013 and the
Rules made thereunder.

The Company has adopted the provisions of the
Companies Act, 2013 and provisions of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, relating to the Appointment and Tenure of
Independent Directors.

The Company has also adopted Remuneration policy
for Directors, Key Managerial Personnel and Senior
Management Personnel and the same is available at
the Company website www.prestigeconstructions.com

Board Diversity Policy

The Company recognizes and embraces the importance
of a diverse Board in its success. A truly diverse Board will
leverage differences in thought, perspective, knowledge,
skill, regional and industry experience, age, race and
gender etc., which will help the Company to retain its
competitive advantage. The Policy on Board Diversity
has been adopted by the Company and available at the
website www.prestigeconstructions.com.

Nomination and Remuneration Policy

The Nomination and Remuneration Committee has
formulated a policy for determining qualifications,
positive attributes and independence of Directors and
a policy relating to the remuneration for the Directors,
Key Managerial Personnel and Senior Management
Personnel of the Company. The Remuneration paid
is as per the Nomination and Remuneration Policy
formulated by the Nomination and Remuneration

Committee and approved by the Board of Directors of
the Company. The Nomination& Remuneration policy
is available at the website of the Company www.
prestigeconstructions.com.

Risk Management Policy

The Board has constituted a Risk Management
Committee which is entrusted with the task of
monitoring and reviewing the Risk Management
Plan and procedures of the Company. This acts as a
supplement to the Internal Control Mechanism and
Audit function of the Company. The Risk Management
Policy is available at the website of the Company www.
prestigeconstructions.com.

Corporate Social Responsibility Policy

The Corporate Social Responsibility Policy has been
formulated by the Corporate Social Responsibility
Committee and approved by the Board of Directors
and is available at the website of the Company at www.
prestigeconstructions.com

The activities pertaining to Corporate Social
Responsibility is detailed in Annexure III to the Report.

Whistle Blower Policy (Vigil Mechanism)

The Company has established a Vigil Mechanism to
promote ethical behavior in all its business activities
and has in place, a mechanism for employees to report
any genuine grievances, illegal or unethical behavior,
suspected fraud or violation of laws and regulations
and can report the same to the Chief Vigilance Officer
and the Audit Committee Chairman of the Board of the
Company. The whistle blower policy is available at the
website of the Company www.prestigeconstructions.
com

Prevention of Sexual Harassment Policy

As a part of the policy for Prevention of Sexual
Harassment in the organization, Your Company has
in place, an effective system to prevent and redress
complaints of sexual harassment of women at work place
in accordance with The Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and relevant rules thereunder. During the
year under review, there have been no instances of any
complaints. The policy can be accessed at our website
www.prestigeconstructions.com

Policies related to Business Responsibility Reporting

The Board of the Company has adopted the requisite
policies as detailed below as per the requirement of
Business Responsibility Reporting. A detailed report on

the same has been given and forms part of the Annual
Report.

• Ethics, Transparency and Accountability Policy

• Products, Lifecycles Sustainability Policy

• Employees Wellbeing Policy

• Stakeholder Engagement Policy

• Human Rights Policy

• Environment Policy

• Policy Advocacy

• Inclusive Growth Policy

• Customer Value Policy

Dividend Distribution Policy

Board has adopted a Dividend Distribution Policy, which
is available on the website of the Company https://
d1t2fddy6amcvs.cloudfront.net/investors/policies/
dividend-distribution.pdf

Prevention of insider trading Policy

As per the provisions of the SEBI (Prohibition of Insider
Trading) Regulations, 2015, the Company has adopted a
Code of Conduct to regulate, monitor and report trading
by designated persons in securities of the Company.
The policy and procedures are periodically reviewed
and revised from time to time and communicated to
the designated persons and is available on the website
of the Company.

The Insider Trading Code has been implemented to
prevent the misuse of unpublished price-sensitive
information and set a framework, rules, and procedures
that all concerned parties should follow, both in letter and
spirit, while trading in listed securities of the Company.

A digital platform is being maintained by the Company,
which contains the names and other prescribed
particulars of the persons covered under the Insider
Trading Code. This online tracking mechanism helps
for monitoring trade in the Company’s securities by
designated persons and taking appropriate action in
case of any violation/non-compliance of the Company’s
Insider Trading Code.

15. OTHER MATTERS:

A. Non-Convertible Debentures

During the year 2021-2022, the Company issued
2600 senior, secured, redeemable rated, listed Non¬
Convertible Debentures ("NCD") of
' 1,000,000 (Rupees
Ten Lakhs only) each at par (total amount aggregating

to Rupees Two Hundred Sixty Crores). Interest on
these debentures is being paid on quarterly basis. The
Company also issued 2400 senior, secured, redeemable,
rated, listed Non-Convertible Debentures ("NCD") of
' 1,000,000 (Rupees Ten Lakhs only) each at par (total
amount aggregating to Rupees Two Hundred Forty
Crores). Interest on these debentures is being paid on
quarterly basis. These NCDs are redeemed and fully
repaid on November 29, 2024

B. Deposits

During the year under review, the Company has not
accepted any Deposits in terms of Chapter V of
the Companies Act 2013, read with the Companies
(Acceptance of Deposit) Rules, 2014.

C. Awards and Recognitions

Your Company has been bestowed with various awards
during the period under review, the details of which are
provided in the separate section in the Annual Report
titled 'Awards & Recognition’.

16. HUMAN RESOURCES:

Employee Relations remained cordial throughout the
year at all levels. Your Company would like to place
its appreciation for all the hard work, dedication and
efforts put in by all the employees.

As on March 31, 2025, the Company had employee
strength of 1,389. Further, total employees of the
company including its subsidiaries, associate and Joint
Ventures stood at 9,508

I nformation as required pursuant to Section 197 (12)
of the Companies Act, 2013 read with Rule 5 (1) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is elaborated in
Annexure IV of this report.

17. EXTRACT OF ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act
and the rules made thereunder, the extract of the
annual return as on March 31, 2025 is available
on the Company’s website at
https://www.
prestigeconstructions.com/our-investors/investors-
downloads/financial-performance

18. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186:

In terms of Section 134 of the Companies Act, 2013, the
particulars of loans, guarantees and investments made
by the Company under Section 186 of the Companies

Act, 2013 are detailed in Notes to Accounts of the
Financial Statements.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES:

All contracts / arrangements / transactions entered
into, by the Company during the Financial Year, with
Related Parties were in the ordinary course of business
on an arm’s length price basis. The details of contracts
and arrangements with related parties for the financial
year ended March 31,2025, are provided in the Notes to
the Standalone Financial Statements, which forms part
of this Annual Report.

During the year, the Company entered into the following
material related party transactions subsequent to
resolutions passed by the shareholders on December
25, 2024 through postal ballot.

- I ssuance of Corporate Guarantee for loan availed
by Bamboo Hotel and Global Centre (Delhi) Private
Limited, Joint Venture of the Company

- Acquisition of stake in Prestige Falcon Mumbai
Realty Private Limited from Pinnacle Investments,
a related party

The policies of Related Party Transactions & Material
related party transactions, can be referred to at
https://
d1t2fddy6amcvs.cloudfront.net/investors/policies/
related-party-transactions.pdf

20. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:

The details of conservation of energy, technology
absorption, foreign exchange earnings and outgo are
as follows:

The Company advances its sustainability agenda by
integrating energy-efficient practices and adopting
innovative technologies that enhance performance,
reduce environmental impact, and deliver long-term
value. These initiatives align with Green Building
principles, LEED standards, and the Energy Conservation
Building Code, ensuring projects meet rigorous
benchmarks while enhancing occupant well-being.

a) Conservation of Energy

We implement measures to cut energy use,
improve efficiency, and promote sustainable
design. These span renewable energy, smart
management, and water-energy efficiency,
delivering environmental and operational gains.

Key measures include:

• Solar-powered landscape lighting and
increased renewable energy use.

• Variable frequency drives (VFDs) and lighting
timers for energy optimisation.

• LEDs, CFLs, energy-efficient signage, and
daylight sensors to reduce artificial lighting.

• High-efficiency HVAC systems exceeding
ASHRAE 90.1.2010 COP standards, pre¬
cooling with heat recovery wheels, and
demand-controlled ventilation.

• Water-saving aerators and STP water
recycling for gardens, cooling towers, and
flushing.

• High-reflective roofing to reduce heat gain
and cooling loads.

These steps lower costs, extend equipment life,
and create healthier spaces.

b) Technology Absorption

We adopt advanced technologies to boost quality,
speed processes, and reduce environmental
impact, ensuring resource efficiency and
resilience.

Key measures include:

• Low-flow fixtures and fittings reducing
potable water use by over 50%.

• STP-treated water for flushing, landscaping,
and cooling, with 100% stormwater recharge.

• Rainwater harvesting with deep well
recharge.

• Water-cooled chillers and eco-friendly HVAC
systems with VFDs.

• Energy monitoring with individual utility
meters.

• Centralised LPG reticulation to residences.

• Reflective window films, transparent ceilings,
and daylight-optimised design.

• EV-ready parking spaces.

• Native, drought-tolerant landscaping.

• Water-saving housekeeping equipment.

These innovations enhance environmental
performance and create cost-efficient, future-
ready spaces.

c) Foreign exchange earnings and Outgo

i) Earnings and Expenditure on foreign currency on
accrual basis

Particulars

March

31,2025

March
31,2024

Earnings in Foreign
exchange

120.95

34.86

Expenditure in Foreign
exchange

Professional &
Consultancy charges
incurred on projects

66.21

78.83

Travelling expenses

0.64

1.18

Selling & business
promotion expenses

65.79

5.71

Other Expenses

41.63

47.59

Total Expenditure

295.22

168.17

ii) Value of Imports on CIF basis:

Particulars

March
31, 2025

March
31,2024

Components for
projects

-

-

Capital goods

11.19

4.45

21. CORPORATE GOVERNANCE

In accordance with Regulation 34(3) read with Schedule
V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate report on
Corporate Governance forms part of this report.

A certificate from Mr. Nagendra D Rao, Practicing
Company Secretary affirming compliance with the
various conditions of Corporate Governance in terms
of the Listing Regulations given in a separate section of
the Annual Report.

22. GREEN INITIATIVES:

Prestige with a strong focus on sustainable development
has placed an EV-charging in the premises of the
Company to promote the usage of electric vehicles and
reduce the emissions of pollutants caused due to gasoline
vehicles. The Company is also issuing electronic copies of
the Annual Report 2025 and Notice of the Twenty-Eighth
Annual General Meeting ("AGM") to all the members
whose email address is registered with the Company/
Depository participant(s). For members who have not
registered their email address, physical copies of the

Annual Report 2025 and the Notice of the Twenty-Eighth
AGM are being sent in the permitted mode.

The Company is providing e-voting facility to all
members to enable them to cast their votes electronically
on all resolutions set forth in the Notice of the Twenty-
Eighth AGM. This is pursuant to Section 108 of the
Companies Act, 2013 read with applicable Rules and in
accordance with SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015. The instructions for
e-voting are provided in the Notice to the AGM.

23. THE DETAILS OF APPLICATION MADE OR
PROCEEDINGS PENDING, IF ANY, UNDER THE
INSOLVENCY AND BANKRUPTCY CODE:

The Company has neither filed an application during
the year under review nor any proceedings are pending
under the Insolvency and Bankruptcy Code, 2016 as at
March 31,2025.

24. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF
THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
No such event has occurred during the year under
review.

25. ACKNOWLEDGMENTS:

The Board of Directors take this opportunity to
sincerely thank the Company’s valued Customers,
Clients, Suppliers, Vendors, Investors, Bankers and
Shareholders for their trust and continued support
towards the Company. The Board expresses its deepest
sense of appreciation to all the employees at all levels
whose professional committed initiative has laid the
foundation for the organization growth and success.

For and on behalf of Board of Directors of
Prestige Estates Projects Limited

Sd/-
Irfan Razack

Chairman and Managing Director
DIN:00209022

Sd/-

Rezwan Razack

Place: Bengaluru Joint Managing Director

Date: May 29, 2025 DIN: 00209060

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