Your Directors have pleasure in presenting the 88^th Annual Report on the business and operations of Prime
Urban Development India Limited [“Company”] together with the Audited Financial Statements of the
Company, for the Year ended March 31,2025.

1. FINANCIAL HIGHLIGHTS

The summarized financial performance (Standalone and Consolidated) of your Company for 2024-25 and
2023-24 is given below: _Rs. _in Lakhs

2. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013 (hereinafter referred to as the “Act”) read
with the Companies (Accounts) Rules, 2014, applicable Accounting Standards prescribed by the Institute
of Chartered Accountants of India and the provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, (hereinafter referred to as the “SEBI Listing Regulations”), the audited
consolidated financial statements are provided in this Annual Report.

3. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As at March 31,2025, your Company had following 3 (three) Subsidiary Companies:

1. ATL Textile Processors Limited

2. New Line Buildtech Private Limited

3. Srivarsha Realtors Private Limited

The Company vide special resolution passed on October 26, 2024 through postal ballot, approved the disinvestment in the
foreign subsidiary company Prime Urban North America INC. (PUNA). Accordingly, PUNA ceased to be the subsidiary of
the Company w.e.f. December 9, 2024.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014 a
statement containing salient features of the financial statements of Subsidiaries, Associate Companies and Joint Ventures
in Form AOC-1 is attached to this Report as “Annexure I”. The Audited Financial Statements of each of the Subsidiary
Companies have been placed on the website of the Company- www.ptlonline.com under the Investors Section.

4. AMALGAMATION

The Company in its meeting held on November 12, 2022 resolved for the amalgamation of the said subsidiary companies
with its holding company viz. Prime Urban Development India Limited (PUDIL) pursuant to section 230 to 232 of the
Companies Act, 2013 subject to requisite statutory and regulatory approvals. The appointed date under the said scheme
is April 1, 2022 or such other date as may be approved by the NCLT. The scheme of amalgamation as submitted to the
concerned stock exchange is available on the website of the company at www.ptlonline.com.

Since the transferor companies are wholly owned subsidiaries of the transferee Company, therefore, the restructuring
would have greater and optimal utilization of resources, Operational synergies with the existing business resulting in
economies of scale, effective coordination and better control over the activities, reduction of overheads and administrative
expenses. Amalgamation will give rise to a single company in place of three separate entities.

The Company has filed second motion application before the Hon'ble NCLT, Chennai Bench and the final order in the
matter is awaited.

5. DIVIDEND

The Board of Directors of your Company, do not recommend any Dividend for the year under review.

6. SHARE CAPITAL

The paid up Equity Share Capital of the Company as at March 31,2025 stood at Rs. 532.87 Lakhs. During the year under
review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted
any stock options or sweat equity or warrants, As on March 31, 2025, none of the Directors of the Company hold
instruments convertible into Equity Shares of the Company.

7. TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

8. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public, within the meaning of Section 73 of the Act, read with the
Companies (Acceptance of Deposits) Rules, 2014 and hence there are no unpaid/unclaimed deposits nor there is any
default in repayment thereof.

9. BOARD MEETINGS
Composition and Attendance:

As on March 31,2025, the composition and attendance of the Board of Directors have been as under:

*change in designation of Mr. Purusottamdas Patodia from Managing Director to Non-executive Director w.e.f. February 7, 2025
**Mrs.Indira Devi Patodia appointed as Additional Director (Whole-time Director) w.e.f. February 7, 2025 subject to members’
approval at the ensuing Annual general meeting.

The Board of Directors of your Company met 4 (Four) times during the financial year 2024-25 on May 29, 2024, August
14, 2024, November 14, 2024 and February 6, 2025.

10. COMMITTEES OF THE BOARD

The Board of Directors have the following Committees:

I. AUDIT COMMITTEE
Composition and Attendance:

As on March 31,2025, the composition and attendance of the Audit Committee has been as under:

During the financial year 2024-25, four meetings of Audit Committee were held on May 29, 2024, August 14,
2024, November 14, 2024 and February 6, 2025.

II. STAKEHOLDERS RELATIONSHIP COMMITTEE
Composition and Attendance at Meeting

As on March 31,2025, the composition and attendance of Stakeholders' Relationship Committee has been as
under:

During the financial year 2024-25, no meeting of Stakeholders Relationship Committee was held.

As on March 31,2025, the composition of Nomination and Remuneration Committee has been as under:

III. NOMINATION AND REMUNERATION COMMITTEE
Composition and Attendance:

During the financial year 2024-25, three meetings of Nomination and Remuneration Committee was held on May
29, 2024, August 14, 2024 and February 6, 2025.

IV. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
Composition and Attendance at Meeting

As on March 31,2025, the composition of CSR Committee has been as under:

11. PARTICULARS OF LOANS GRANTED, GUARANTEE PROVIDED AND INVESTMENTS MADE
PURSUANT TO THE PROVISIONS OF SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans granted, guarantees provided and investments made by the Company under the provisions of
Section 186 of the Act, are provided in Note No. 4(a) and 4(f) under Notes to the financial statements of
standalone financial statements.

12. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE ON
RESEARCH AND DEVELOPMENT & FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of activities in which the Company operates, energy consumption is in accordance to the
normal business practices and does not require any specific installations. In its regular course of business, the
Company is always vigilant to conserve the resources and continuously implements measures required to save
energy.

The business activities of the Company are not specific to any technology requirements. Hence disclosures
pertaining to conservation of energy and technology absorption are not applicable to your Company during the
year under review.

The net Foreign Exchange earnings during the year under review is Nil (previous year's Rs. Nil).

13. RELATED PARTY TRANSACTIONS

During the financial year under review no contract/ arrangements/ transactions were entered into/ by the Compa¬
ny with related parties. There were no materially significant related party transactions entered by the Company
with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential
conflict with interest of the Company at large.

All Related Party Transactions are being placed before the Audit Committee as also the Board for approval. The
Board of Directors of the Company has approved a Policy on materiality of related party transactions and dealing
with related party transactions which is in line with the SEBI LODR as amended from time to time. The Policy has
been uploaded on the Company's website at https://ptlonline.com/policies/

The details of the related party transactions as per IND AS-24 are set out in Note No. 21.07 to the Standalone
Financial Statements forming part of this report. None of the Directors has any pecuniary relationship or
transactions vis-a-vis the Company except remuneration and sitting fees.

14. CORPORATE GOVERNANCE REPORT

Since the paid up capital of the company was less than Rs.10 Crores and the net worth of the Company is less
than Rs.25 Crores, as on the last day of the preceding financial year i.e. March 31, 2024, the provisions of
Regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation
(2) of regulation 46 and para C , D and E of Schedule V of the Securities and Exchange Board of India (Listing
Obligations and Disclosures Requirements) Regulations, 2015, were not applicable to the Company for FY
2024-25, hence corporate governance report has not been enclosed to Directors' Report.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Act and the Company's Articles of Association,
Mr. Purusottamdas Patodia, Director (DIN:00032088) retires by rotation at the forthcoming Annual General
Meeting and, being eligible offers himself for re-appointment. The Board recommends his re-appointment for the
consideration of the Members of the Company at the forthcoming Annual General Meeting. Brief profile of
Mr. Purusottamdas Patodia has been given in the Notice convening the Annual General Meeting. None of the
Directors are related inter-se to each other save and except Mr. Manoj Kumar Patodia, and Mrs. Indira Devi
Patodia Patodia.

The Board of Directors of the Company, at its meeting held on February 6, 2025, has subject to the approval of
Members, appointed Mrs. Indira Devi Patodia (DIN: 0047532) as Additional Director (Whole-time Director) for a
period of 5 years with effect from February 7, 2025, on the terms and conditions including remuneration as
recommended by Nomination and Remuneration Committee of the Board and approved by the Board.

Mr. Anuj Patodia resigned from the directorship of the company w.e.f. February 7, 2025. The board appreciates
the assistance and guidance provided by Mr. Anuj Patodia during his tenure as the director of the Company.

During the year under review, the Company has received individual declaration from the Independent Director(s)
of the Company stating that they meet the criteria of independence as laid down under Section 149(6) of the Act.

The Independent Directors have confirmed that they have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act. The Independent Directors have further confirmed that they are not aware
of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective independent judgment and without any external influence and
that he/she is independent of the management.

The Company has received individual affirmation from all the Directors and Senior Management personnel of the
Company stating that they have fully complied with provisions of the Code of Conduct for Board Members and
Senior Management Personnel of the Company during the financial year ended March 31,2025.

16. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of sub section (3)(c) and sub section (5) of Section 134 of the Act, with respect to
Directors Responsibility Statement it is hereby confirmed that:

(a) in the preparation of the annual accounts for the financial year ended March 31,2025, the applicable
accounting standards have been followed along with proper explanation relating to material
departures, if any;

(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 your Company as at 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 Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts for the financial year ended March 31, 2025 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 were operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and operating effectively.

17. AUDITORS AND AUDITOR'S REPORT

M/s. L. U. Krishnan & Co., Chartered Accountants, (Firm Registration No. 001527S) have been appointed as
Statutory Auditors of the Company for a second term of five years commencing from the conclusion of 85th
Annual General Meeting till the conclusion of 90th Annual General Meeting of the Company.

The Auditors Report for the financial year ended March 31,2025 does not contain any qualification, reservation
or adverse remark during the year under review. No instances of fraud have been reported by the Statutory
Auditors of the Company under Section 143(12) of the Act.

18. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

In terms of provisions of Section 204 of the Act, the Secretarial Audit of the Company for the Financial Year
2024-25 was conducted by CS P Eswaramoorathy and Company, Company Secretaries.

The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed to this Report as
“Annexure II”.

19. DISCLOSURE REGARDING MAINTENANCE OF COST AUDIT RECORDS

The Company is not required to maintain the Cost Audit Records as specified under Section 148(1) of the
Companies Act, 2013.

20. RISK MANAGEMENT POLICY

Pursuant to the requirement of Section 134(3)(n) of the Act, the Company has in place a structured risk
management policy. Your Company believes that managing risks helps in maximising returns. The Risk
management process is designed to safeguard the organisation from various risks through adequate and timely
actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business.

21. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In compliance with the provisions of Section 177 of the Act, the Company has adopted a Whistle Blower Policy,
as part of vigil mechanism to provide appropriate avenues to the Directors and employees to report to the
management, concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct
or policy/ies of the Company, as adopted/framed from time to time. The Whistle Blower Policy is available website
of the Company at https://ptlonline.com/policies/

22. NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors,
Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding
principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by
way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The
policy also provides the criteria for determining qualifications, positive attributes and Independence of Director
and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation
which are considered by the Nomination and Remuneration Committee and the Board of Directors while making
selection of the candidates. The above policy has been posted on the website of the Company at
https://ptlonline.com/policies/

23. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility Committee (“CSR Committee”) in accordance
with the provisions of Section 135 of the Act. The Board of Directors of the Company has, based on the
recommendations made by the CSR Committee formulated and approved Corporate Social Responsibility Policy
for the Company. The same is available on the website of the Company at https://ptlonline.com/policies/

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the company, hence disclosure
as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not made herewith this report.

24. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of
the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is provided under “Annexure III”, which is annexed to this Report.

None of the employees of the Company were in receipt of monthly or yearly remuneration in excess of the limits
specified under the Act and Rule 5(2) & Rule 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

A statement comprising the names of top 5 employees in terms of remuneration drawn is not being sent along
with this annual report to the Members of the Company in line with the provisions of Section 136 of the Act.
Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered
Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered
Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the
business hours on working days.

25. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

In accordance with Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014 (as amended by the Companies
(Accounts) Second Amendment Rules, 2025), the Board confirms the following:

“The provisions of the Maternity Benefit Act, 1961 are currently not applicable to the Company, as the total
number of employees is below the statutory threshold of 10. The Company affirms that it will ensure compliance
with the Act as and when it becomes applicable.”

26. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has put in place adequate policies and procedures to ensure that the system of internal financial
control is commensurate with the size and nature of the Company's business. The Audit Committee of the Board
of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests
improvements to strengthen the same.

A regular audit and review processes ensure that the controls are reinforced on an ongoing basis. Such controls
have been assessed during the year taking into consideration the essential components of internal financial
controls. Based on the assessment carried out by the Company, the internal financial controls were adequate and
effective and no reportable material weakness or significant deficiencies in the design or operation of internal
financial controls were observed, during the year ended March 31,2025.

27. UNCLAIMED AND UNPAID DIVIDENDS

As on March 31,2025, no divided amount in lying unpaid and unclaimed with the company. Rs. 3,94,991/- lying
in the unpaid equity dividend account of the Company in respect of the dividend for the Financial Year 2016-17
has been transferred to Investor Education Protection fund on October 17, 2024.

The unpaid/unclaimed shares relating to the Financial Year 2016-17, have been transferred to the Investor
Education and Protection Fund (IEPF). The company has taken up adequate steps as per statutory requirements
for the said transfer.

28. ALTERATION OF OBJECT CLAUSE OF THE COMPANY

The Board of Directors of the Company, in its meeting held on August 14, 2025, has recommended alteration of
the Main Object Clause of the Memorandum of Association to include all kinds of trading and investment
activities. This strategic decision is aimed at diversifying the Company's operations, thereby offering significant
opportunities for growth, efficient utilisation of capital, and enhancement of income.

The proposed alteration is subject to the approval of the members at the ensuing 88^th Annual General Meeting
(AgM). The full details of the proposed amendment are provided in the Notice of the 88^th AGM, which forms part
of the Annual Report.

29. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There have been no material changes and commitments, which affect the financial position of the Company
which have occurred between the end of the financial year to which the financial statements relate and the date
of this Report.

30. BOARD EVALUATION

Pursuant to the provisions of Sections 134(3)(p), 149(8), Schedule IV of the Act and in accordance with the policy
for Performance Evaluation of the Individual directors, Board and its Committees, which includes criteria for
performance evaluation, a structured questionnaire was prepared after taking into consideration the various
aspects of the Board's functioning, composition of the Board and its Committees, effectiveness of Board /
Committee processes, information provided to the Board, etc. On the basis of the said questionnaire, the
Directors have carried out the annual performance evaluation of the Board, Independent Directors, Executive
Directors, Committees and the Chairman of the Board. The Board expressed their satisfaction with the evalua¬
tion process. A separate meeting of the Independent Directors was also held during the year for the evaluation of
the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman.

31. DISCLOSURE PERTAINING TO THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has complied with the provision relating to the constitution of Internal Complaints Committee under
Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2024-25:

• Number of complaints of sexual harassment received: NIL

• Number of complaints disposed of: N.A.

• Number of complaints pending for more than 90 days: N.A.

32. GENDER-WISE COMPOSITION OF EMPLOYEES

As of March 31,2025, the gender-wise breakup of employees is as follows:

33. ANNUAL RETURN

The Annual Return for financial year ended March 31,2025 is hosted on the Company's website viz. www.ptlon-
line.com.

34. OTHER DISCLOSURES

1) The Company has complied with the applicable Secretarial Standards issued by the Institute of
Company Secretaries of India.

2) The Company has filed arbitration petition with Hon'ble Madras High Court with regard to the
dispute with Prime Mall Developers (in which the company is 50% partner) and two of its partners
viz. Biodegradable Products India Limited and Indraneel Properties Limited claiming for a refund of
advance of Rs. 13.30 crore paid to the said two partners on October 27, 2007 from the partnership
firm, plus interest, consequent upon cancellation of construction agreement between Prime Mall
Developers and Reliance Prolific Traders Private Limited.

There are no significant/material orders passed by the regulators/courts/tribunals/Statutory and quasi-judicial
body during the year under review which would impact the going concern status of your Company and its future
operations.

35. ACKNOWLEDGEMENT

Your Directors would like to thank and place on record their appreciation for the support and co-operation
provided to your Company by its Shareholders, Regulatory Authorities.

Your Directors would also like to place on record their appreciation for the efforts put in by Employees of the
Company during the year.

For and on behalf of the Board

Place : Mumbai Purusottamdas Patodia

Date : 14.08.2025 Chairman

DIN : 00032088