The Board of Directors are pleased to present the 40th Annual Report of the Company along with the Company's Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31, 2026 ("Period under review").
1. FINANCIAL HIGHLIGHTS
The Company's performance during the financial year ended March 31, 2026 as compared to the previous financial year is summarized below:
|
Particulars
|
Standalone
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Consolidated
|
|
FY 2025-26
|
FY 2024-25
|
FY 2025-26
|
FY 2024-25
|
|
a) Revenue from Operations
|
2302.61
|
917.5
|
3739.83
|
2013.61
|
|
b) Other Income
|
96.4
|
71.57
|
106.59
|
79.52
|
|
c) Total Income (a b)
|
2399.01
|
989.07
|
3,846.42
|
2,093.13
|
|
d) Total Expenses
|
2302.65
|
1,201.49
|
3,768.95
|
2,312.43
|
|
e) Profit/(loss) before tax and share of profit/(loss) from investment in associates and joint venture
|
-
|
-
|
77.47
|
(219.3)
|
|
f) Share of profit/(loss) from investment in associates and joint venture (after tax)
|
-
|
-
|
(0.6)
|
6.22
|
|
g) Profit/(loss) before exceptional items and tax
|
96.36
|
(212.42)
|
76.87
|
(213.08)
|
|
h) Exceptional items
|
-
|
(33.33)
|
-
|
0.75
|
|
i) Profit/(loss) before tax
|
96.36
|
(245.75)
|
76.87
|
(212.33)
|
|
j) Total Tax Expenses
|
26.01
|
(47.00)
|
20.12
|
(29.41)
|
|
k) Net profit /(loss) for the period
|
70.35
|
(198.75)
|
56.75
|
(182.92)
|
|
l) Total Other comprehensive income for the period
|
0.19
|
(2.51)
|
1.17
|
(3.28)
|
|
m) Total comprehensive income for the period [Comprising Net profit/(loss) and Other Comprehensive Income]
|
70.54
|
(201.26)
|
57.92
|
(186.2)
|
|
n) Earnings per share
|
2.97
|
(8.39)
|
2.69
|
(7.59)
|
|
i. Basic (in ?)
|
2.97
|
(8.36)
|
2.69
|
(7.52)
|
|
ii. Diluted (in ?)
|
|
|
|
|
|
o) Paid-up equity share capital (Face value of ? 5/- each)
|
118.58
|
118.58
|
118.58
|
118.58
|
2. FINANCIAL PERFORMANCE STANDALONE
During the period under review, the Company recorded standalone revenue of ? 2,302.61/- crores, as compared to ? 917.50/- crores in the previous financial year 2024¬ 25. Correspondingly, the Company reported a profit (after tax) of ? 70.35/- crores for the financial year 2025-26, as against a loss (after tax) of ? (198.75)/- crores in the previous financial year 2024-25.
CONSOLIDATED
During the period under review, the consolidated revenue of the Company stood at ? 3,739.83/- crores, as against ?
2,013.61/- crores in the previous financial year 2024-25, registering a growth of approximately 85.73% over the previous year.
The Company reported a consolidated profit after tax of ? 56.75/- crores during the period under review, as compared to a consolidated loss after tax of ? (182.92/-) crores in the previous financial year 2024-25 reflecting a significant improvement in the Company's overall financial performance.
Your Company is engaged in the business of real estate development and sale of residential and commercial properties and recognizes revenue in accordance with the provisions of Indian Accounting Standard (Ind AS) 115 - Revenue from Contracts with Customer.
To ensure sustainable business operations and maintain a balanced revenue and cost profile, your Company has strategically planned its project portfolio with developments at various stages of completion, enabling continuous project deliveries and healthy cash flows. In addition, the Company has expanded its portfolio by launching plotted development projects, which have comparatively shorter execution and completion cycles, thereby supporting improved cash flow generation and revenue visibility.
3. STATE OF THE COMPANY'S AFFAIRS AND OPERATIONAL PERFORMANCECOMPLETED PROJECTS
The Company has continued to make significant progress in the execution and has successfully delivered 4.95 million square feet of multiple residential projects including plotted land development projects in south of about 4.3 million square feet, demonstrating its strong execution capabilities and commitment to quality.
ONGOING PROJECTS
Your Company has launched residential projects aggregating 1.57 million square feet including 3.7 million square feet of ongoing residential projects. The Company has a robust pipeline of ongoing and launched projects of around 5.27 million square feet saleable area across various locations.
4. DIVIDENDDECLARATION OF DIVIDEND
With a view to strengthening the Company's long-term growth prospects and conserve cash reserves to support its strategic priorities, the Board of Directors has decided not to recommend any dividend for the financial year ended March 31, 2026.
The Company intends to retain the profits generated during the year to support project launch, strengthen its financial position, and to meet its future funding requirements.
UNCLAIMED AND UNPAID DIVIDENDS, AND TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In pursuance of 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.
The Company has already transferred the relevant equity shares along with the unclaimed dividend pertaining to the financial year 2017-18, to the IEPF Fund. In respect of the financial year 2018-19, the unclaimed dividend and corresponding equity shares will be transferred to the IEPF Fund within the prescribed timeline in compliance with provisions of Section 124 and 125 of the Companies Act, 2013, read with the Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer & Refund) Rules, 2016.
You may refer to the section on Corporate Governance, under head 'Transfer to IEPF Account' for more details.
DIVIDEND DISTRIBUTION POLICY
In pursuance of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), the Company has formulated a Dividend Distribution Policy ('the Policy').
The Policy of the Company is available on the website of the Company at https://www.puravankara.com/uploads/ DIVIDEND DISTRIBUTION POLICY.pdf.
5. TRANSFER TO RESERVES
In pursuance of the provisions under Section 123 of the Companies Act, 2013, the Board of Directors has decided not to transfer any amount to the General Reserve of the Company for the period under review.
6. CAPITAL STRUCTURE SHARE CAPITAL
The paid-up equity share Capital of the Company remained unchanged at ? 118,57,48,430 /- (Rupees One Hundred and Eighteen Crores Fifty Seven Lakhs Forty Eight Thousand Four Hundred Thirty Only) during the financial year ended March 31, 2026. The said shares are listed on the BSE Limited (BSE) Limited and the National Stock Exchange of India (NSE) Limited.
There were no Public issue, Rights issue, Bonus issue, Preferential issue or buy-back of its own Shares or other specified Securities during the period under review. Further, the Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise.
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
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.
DEBENTURES
As on March 31, 2026, the Company has outstanding Standalone Debentures amounting to ? 268.45/- Crores and outstanding Consolidated Debentures amounting to ? 2,381.95/- Crores
During the period under review, your Company on
(i) June 20, 2025, raised an amount of ? 50,00,00,000/- (Rupees Fifty Crores only) by way of allotment of 500 (Five Hundred) Unlisted, Unrated, Senior, Secured, Redeemable, Non-Convertible Debentures of face value of ? 10,00,000/- (Rupees Ten Lakhs only), at par, as first tranche, on a private placement basis to identified investors,
(ii) November 20, 2025, raised an amount of ? 75,00,00,000/- (Rupees Seventy-Five Crores only) by way of allotment of 750 (Seven Hundred and Fifty) Unlisted, Unrated, Senior, Secured, Redeemable, Non¬ Convertible Debentures of face value of ? 10,00,000/- (Rupees Ten Lakhs only), at par, as Second tranche, on a private placement basis to identified investors and
(iii) February 13, 2026, raised an amount of ? 150,00,00,000/- (Rupees One Hundred and Fifty Crores only) by way of allotment of 1500 (One Thousand Five hundred) Unlisted, Unrated, Senior, Secured, Redeemable, Non-Convertible Debentures of face value of ? 10,00,000/- (Rupees Ten Lakhs only), at par, as third tranche, on a private placement basis to identified investors, on a private placement basis to identified investors out of the total approved issuance amount of ? 300,00,00,000/- (Rupees Three Hundred Crores only).
7. 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 in pursuance of Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014 is not furnished.
8. PARTICULARS OF INVESTMENTS MADE, LOANS GIVEN, GUARANTEES GIVEN AND SECURITIES PROVIDED BY THE COMPANY
The particulars of loans, guarantees and investments made at the end of FY 2025-26 are provided in the standalone financial statements (refer note No. 6 and 7).
Further to note that, the Company being an Infrastructure Company, is exempted from the applicability of the provisions of Section 186 of the Companies Act, 2013, to the extent prescribed under the Act and the Rules made thereunder.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP”)
During the period under review, the Board of the Company comprised of Six (6) Directors, out of which three (3) are Executive Directors and three (3) are Non-Executive Independent Directors. During the period under review, the composition of the Board was in due compliance with the provisions under the Companies Act 2013 and SEBI Listing Regulations.
The composition of the Board as on the date of the report is as follows:
|
Sl. No
|
Name of the Director
|
Designation
|
|
1.
|
Mr. Ravi Puravankara
|
Chairman & Whole Time Director
|
|
2.
|
Mr. Ashish Ravi Puravankara
|
Managing Director
|
|
3.
|
Ms. Amanda Joy Puravankara*
|
Whole Time Director
|
|
4.
|
Mr. Anup Sanmukh Shah
|
Non-Executive - Independent Director
|
|
5.
|
Ms. Shailaja Jha
|
Non-Executive - Independent Director
|
|
6.
|
Mr. K. G. Krishnamurthy
|
Non-Executive - 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:
|
|
Sl. No.
|
Name of the Key Managerial Personnel
|
Designation
|
|
1.
|
Mr. Ravi Puravankara
|
Chairman & Whole-Time Director
|
|
2.
|
Mr. Ashish Ravi Puravankara
|
Managing Director
|
|
3.
|
Ms. Amanda Joy Puravankara*
|
Whole Time Director
|
|
4.
|
Mr. Niraj Kumar Gautam**
|
Chief Financial Officer
|
|
5.
|
Mr. Sudip Chatterjee
|
Company Secretary & Compliance Officer
|
During the Period under review:
*Ms. Amanda Joy Puravankara was appointed as Whole-Time Director and Key Managerial Personnel of the Company w.e.f. August 08, 2025.
**Mr. Niraj Kumar Gautam was appointed as the Chief Financial Officer of the Company with effect from September 24, 2025, following the resignation of Mr. Deepak Rastogi as Group Chief Financial Officer, with effect from September 23, 2025.
In accordance with the provisions of Section 152 (6) of the Companies Act, 2013, Mr. Ravi Puravankara (DIN: 00707948) is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, have offered himself for re¬ appointment.
The Notice convening the 40th AGM 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 Regulations 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 40th (Fortieth) Annual General Meeting of your Company.
MEETINGS OF THE BOARD
During the financial year 2025-26, the Board of Directors duly met five (5) times on:
|
Sl. No.
|
Date of Board Meeting
|
|
1.
|
May 16, 2025
|
|
2.
|
May 30, 2025
|
|
3.
|
August 08, 2025
|
|
4.
|
November 07, 2025
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|
5.
|
February 12, 2026
|
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 under Section 173 of the Companies Act, 2013 ("Act") and Regulation 17(2) of SEBI Listing Regulations, has been complied with.
For further details, you may refer to the section on Corporate Governance, under head 'Board of Directors' forming part of this Annual Report.
The recommendations and suggestions of the 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 - Meeting of Board of
Directors' issued by the Institute of Company Secretaries of India (ICSI) have been duly complied with.
COMMITTEES OF THE BOARD
As on March 31, 2026, 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 SEBI 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 SEBI 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 SEBI 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 SEBI 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 Company's (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 Sub¬ Committee 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.
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
In pursuance of 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 that they are independent of the Management and not aware of any circumstances or situation, which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties and 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 SEBI 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 Companies Act 2013 read with Rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
The Board is of the opinion that the Independent Directors of the Company uphold the highest standards of integrity, possess requisite expertise and experience and proficiency
required to fulfil their duties as Independent Directors.
During the Financial Year 2025-26, a separate meeting of the Independent Directors was held on February 10, 2026, at which the Independent Directors transacted the following businesses along with a few other important strategic and policy-related matters:
• Reviewed performance of the Chairman, Executive Directors and Management of the Company.
• Discussed the quality, quantity and timeliness of the flow of information between the Directors and the Management of the Company.
• Discussed the strategic matters of the Company and the current state of the real-estate industry.
• Discussed the business continuity plan in the organization.
ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
In pursuance of the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, and the criteria formulated by the Nomination and Remuneration Committee ("NRC") for Board evaluation, the functioning of its committees and individual Directors including Independent Directors, the Nomination and Remuneration Committee and the Board has carried out an annual evaluation of its own performance, the performance of its Committees and that of the Individual Directors including Independent Directors and Chairman of the Company.
The evaluation of the Board and its Committees was undertaken after obtaining feedback from all the Directors and was based on various parameters, including the composition and structure of the Board and Committee, effectiveness of its processes, quality and adequacy of information made available to the Board, governance practices, discharge of responsibilities and overall functioning. The evaluation framework was broadly aligned with the Guidance Note on Board Evaluation issued by SEBI.
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. The Company believes that it is the collective effectiveness of the Board that impacts the Company's performance. 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.
In a separate meeting, the Independent Directors evaluated the performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Board, after considering the views of the Non-Executive Director. The Independent Directors also assessed the quality, adequacy and timeliness of the flow of information between the Management and the Board to ensure that the Board is able to effectively discharge its functions.
The outcome of the performance evaluation was reviewed and deliberated upon by the Board. The performance of the Independent Directors was evaluated by the entire Board, excluding the Director whose performance was under evaluation.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company conducts a familiarization programme for the Independent Directors to enable them to familiarize themselves 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 available on the website of the Company at:
https://www.puravankara.com/uploads/Familiarization. Programme of Independent Directors 2025-26.pdf.
10. DIRECTORS' RESPONSIBILITY STATEMENT
In pursuance of the provisions under Section 134(5) read with Section 134(3)(c) 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, 2026, 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.
11. 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 observed by the Board of Directors of the Company regarding the inefficiency or inadequacy of such controls.
12. 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, Chartered Accountants, 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 auditor's reports in respect of consolidated financial statements and standalone financial statements.
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 2025-26. There were no qualifications or adverse remarks in the Cost Audit Report which require any explanation from the Board of Directors.
The Board 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 2026-27. The remuneration payable to the Cost Auditor for FY26 is subject to ratification by the members at the ensuing AGM and the same is included in Notice convening the 40th AGM.
SECRETARIAL AUDITORS
In pursuance of the provisions under Section 204 of the Companies Act, 2013 Rules 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 Auditor of the Company for a term of 5 (Five) consecutive years i.e., from the conclusion of the 39th AGM held on September 29, 2025, till the conclusion of the 44th AGM to be held in the year 2029-30.
In pursuance of the provisions under Section 204 of the Companies Act, 2013 read with the Rules made thereunder and Regulation 24A of the SEBI 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 2025-26. The Secretarial Audit Report of the Company and its unlisted material subsidiaries for the financial year ended March 31, 2026, are attached herewith, marked as Annexure II, Annexure IIA ,Annexure IIB and Annexure IIC to this Report.
INTERNAL AUDITORS
In pursuance of 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 three (3) years effective from April 01, 2025, till March 31, 2028.
13. 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.
The Statutory Auditors, Secretarial Auditor and Cost Auditors have not reported any instance of fraud in respect of the Company by its officers or employees under Section 143(12) of the Companies Act, 2013
14. 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 in pursuance of para-A of Schedule V of the SEBI Listing Regulations 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/uploads/ d969467c1a61e1ad84e3bccbf670b5f1 5b7a2c9646. pdf
Please refer to the details in Annexure IIIA E-Form AOC-2.
15. FINANCIAL STATEMENTS
In pursuance of the provisions of Section 129(3) of the Companies Act, 2013 and Regulation 33 and Regulation 34 of the SEBI Listing Regulations, the Standalone and Consolidated Financial Statements of the Company, 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.
16. SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATESSTATEMENT 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 Company's subsidiaries in E-Form No. AOC-1 is attached to the financial statements of the Company and forms part of this report as Annexure III
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, in pursuance of 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 30 (thirty) subsidiary entities (including nine step-down subsidiaries in India and 2 subsidiaries in Sri Lanka), Provident Housing Limited and Starworth Infrastructure & Construction Limited are material unlisted Wholly Owned subsidiaries of the Company as defined under the SEBI Listing Regulations.
Sobha Puravankara Aviation Private Limited ceased to be an Associate Company and became a Subsidiary of the Company with effect from February 18, 2025, pursuant to the acquisition of Equity Shares by the Company from other Shareholders. Subsequently, on February 05, 2026, the Company acquired remaining Equity Shares of Sobha Puravankara Aviation Private Limited, thereby increasing its shareholding from 89.49% to 99.95%.
In pursuance of the provisions under regulation 24 of the SEBI Listing Regulations the following Independent
Directors of the Company were appointed on the Board of Directors of material unlisted wholly owned subsidiaries:
|
Name of the Independent Director
|
Name of the Material Unlisted Wholly Owned Subsidiary
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Date of Appointment
|
|
Ms. Shailaja Jha
|
Starworth Infrastructure & Construction Limited
|
24.05.2023
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|
Mr. Anup Sanmukh Shah
|
Provident Housing Limited
|
23.07.2019
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The link to access policy on material subsidiaries is:https://www.puravankara.com/backend/assets/uploads/investors reports/ dbc1e9da6f56363472b1140a77ce51c0.pdf
HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY:
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Sl.
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.
|
T-Hills Private Limited
|
76.70
|
43.85
|
32.41
|
57.11%
|
|
2.
|
Provident Meryta Private Limited
|
86.44
|
21.05
|
15.69
|
27.65%
|
|
3.
|
Starworth Infrastructure & Construction Limited
|
513.02
|
2.92
|
2.03
|
3.56%
|
|
4.
|
Provident Housing Limited
|
814.75
|
(2.61)
|
(2.93)
|
(5.16%)
|
|
5.
|
Purva Oak Private Limited
|
69.33
|
(22.33)
|
(16.71)
|
(29.42%)
|
|
6.
|
Pune Projects LLP
|
67.53
|
(17.28)
|
(11.24)
|
(19.80%)
|
|
7.
|
Grand Hills Developments Private Limited
|
14.60
|
(6.36)
|
(6.36)
|
(11.21%)
|
Apart from the above-mentioned entities, other wholly owned subsidiaries, subsidiaries, associates and joint venture companies do not have any significant contribution towards the performance of Puravankara Limited.
Kindly refer to E-form AOC-1 for more details, which forms part of this report.
17. MATERIAL CHANGES AND COMMITMENTS
In pursuance of the provisions 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.
18. 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:
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A. CONSERVATION OF ENERGY
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i. Steps taken or impact on conservation
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Site Selection and Planning
|
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of energy
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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.
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| |
1. Our intervention on the site involves minimum cut & fill.
2. We respect all natural drainages & flows
3. We attempt to retain all natural vegetations on the site.
4. We are configuring the building to ensure higher environmental efficiency.
5. Provisioning eco ponds for micro-climate regulation Daylighting and Orientation
1. Orienting the building and facade design for reduction heat gain.
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| |
2. Ensuring maximum daylight penetration for habitable spaces in Residential developments.
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| |
3. Creation of layered rooftops to minimize transmission of heat.
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Glazing and Windows
1. Using performance glass to increase visual light transmission, reduce solar heat gain, and enhance thermal comfort.
Roofing
1. Applying solar reflective paints to exposed roof areas to reduce heat absorption.
2. Dedicating the roof area for dedicated installation of solar panels for water heaters and electricity.
Heating, Ventilation, and Air Conditioning (HVAC)
1. Using centrifugal chillers with a higher coefficient of performance (COP) to reduce energy consumption in commercial assets.
2. Implementing energy metering through a building management system (BMS) to monitor and optimize energy usage.
Lighting
1. Energy metering for common areas and STPS, solar street lightning is provided.
Water Conservation
1. 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.
2. Usage of dual water piping systems for flushing. Harvesting and reusing rainwater for domestic consumption, aiming for zero discharge.
Energy Audits
1. Conduct energy audits to identify areas of improvement and optimize energy usage.
|
|
ii. Steps taken by the Company for
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Renewable Energy Sources
|
|
utilizing alternate sources of energy
|
1. Installation of solar panels on rooftops to generate electricity for common area lighting and other electrical loads.
2. Solarization of marketing offices to reduce dependency on temporary power connections before approval of OC.
|
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iii. Capital investment in energy conservation equipment
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Energy-Efficient Equipment
1. Upgrade to energy-efficient mechanical equipment and machinery across all projects.
|
| |
2.
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Usage of higher star-rated transformers for better energy efficiency.
|
| |
3.
|
Improved power factors through corrections.
|
| |
4.
|
Use of higher efficiency ACs.
|
| |
5.
|
Installation of Centrifugal Chillers with higher COP (Co-efficient of Performance)
|
| |
Emerging Technologies
|
| |
1.
|
Explore new and emerging alternative energy technologies and materials.
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| |
Collaboration and Partnerships
|
| |
1.
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Collaboration with institutes to explore newer materials of substitution.
|
| |
2.
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Collaborate with other Companies, governments, or organizations to advance alternative energy initiatives.
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| |
3.
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Implement energy management systems to monitor and control energy usage.
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| |
4.
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Develop energy-saving policies and procedures.
|
| |
5.
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Engage with local communities and stakeholders to promote sustainable energy practices.
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| |
6.
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By implementing these strategies, we can significantly reduce energy consumption, carbon emissions, and environmental impact while promoting a culture of sustainability and innovation.
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|
B. TECHNOLOGY ABSORPTION
|
|
i. Efforts made towards technology absorption
|
•
|
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).
|
| |
•
|
E-Payment & E-Collection using Easebuzz integration - Reduced unknown payments and expedited collection consolidation.
|
| |
•
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Service Module Implementation and rollout in Salesforce - have better visibility, transparency and improved TAT for customer interaction and engagement.
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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.
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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.
|
Not Applicable
|
|
iv. Expenditure incurred on Research and Development.
|
Not Applicable
|
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C. FOREIGN EXCHANGE EARNINGS AND OUTGO
|
|
(Amount in ? In: Crores)
|
|
Particulars
|
2025-26
|
2024-25
|
|
Foreign Exchange Earnings
|
-
|
-
|
|
Foreign Exchange Expenditure
|
20.30
|
11.52
|
19. CORPORATE SOCIAL RESPONSIBILITY (CSR)
In pursuance of the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Schedule VII thereto, the Company has constituted a Corporate Social Responsibility ("CSR") Committee and has adopted a CSR Policy, which provides the framework for undertaking CSR initiatives in a structured and sustainable manner.
The Company's CSR Policy is aimed at contributing to the socio-economic development of communities through focused interventions in areas such as environmental sustainability, Promotion of education, healthcare, skill development, art and culture, and other activities specified under Schedule VII of the Companies Act, 2013.
During the financial year 2025-26, the Company was not required to spend any amount under CSR head as the Company did not meet the applicability threshold prescribed under Section 135 of the Companies Act, 2013.
However, the unspent CSR amount of ? 50,72,396/- pertaining to the Previous Financial Year earmarked for ongoing projects, was fully utilized during the year towards the following approved CSR projects:
• Maintenance of Public Medians; and
• Water Conservation Initiative.
The Annual Report on CSR activities, containing the particulars prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, forms part of this Board's Report as Annexure I
The Corporate and Social Responsibility Policy is available on website of the Company at: https://www. puravankaraTom/backend/assets/uploads/in vestors re.ports/5365c3cn917dc3Rf4759R4e.R6Ra17d7n.pdf.
20. ANNUAL RETURN
In accordance with the provisions of the Companies Act, 2013, the annual return for the financial year 2025-26 in the prescribed format is available on the Company's website i.e., https://www.puravankara.com/uploads/
Puravankara Annual Return 2025 26.pdf
21. 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.
22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In pursuance of the provisions under Regulation 34(2)(f) of the SEBI 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/
23. 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 SEBI 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 conditions of Corporate Governance forms part of this annual report.
24. MANAGEMENT DISCUSSION AND ANALYSIS
A report on Management Discussion and Analysis as stipulated under Regulation 34 of the SEBI Listing Regulations forms an integral part of this Annual Report.
25. CREDIT RATING
ICRA Limited vide its letter dated June 26, 2026, 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 .
26. 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:
• The Code of Conduct to Regulate, Monitor and Report trading by Designated Persons and their Immediate Relatives;
• The Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI); and
• 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.purnvnnknrn.rnm/investnrs/
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 PIT Regulations to track the sharing of UPSI and prevent insider trading.
27. POLICIESVIGIL MECHANISM CUM WHISTLE BLOWER POLICY
In pursuance of the provisions under Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended and Regulation 22 of SEBI Listing Regulations, Vigil Mechanism has been established for Directors and employees to report genuine concerns and promote ethical behavior.
At Puravankara, we have a comprehensive whistle-blower policy that allows and encourages the Directors and Employees to bring to the management's notice genuine grievances, illegal and suspected unethical behavior, malpractice, wrongful conduct, suspected fraud or violation of Company's Policies.
The policy is available on the website of the Company at the linkhttps://www.puravankara.com/uploads/ WhistleBlower Policv.pdf
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/uploads/Risk Management Policy PL.pdf
NOMINATION AND REMUNERATION POLICY
In pursuance of Section 178(1) of the Companies Act 2013 and SEBI Listing Regulations, 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/uploads/Nomination and Remuneration Policy PLf114c7c660.pdf
OTHER POLICIES
Other policies formulated in compliance with the provisions of the Companies Act, 2013, the SEBI Listing Regulations and other applicable laws are available on the website of the Company at: https://www.puravankara.com/ investors/
28. 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 in pursuance of Rule 8 of Companies (Accounts) Rules, 2014, during the period under review, is as below:
|
SL.
No.
|
Particulars
|
2025-26
|
| |
Number of Sexual Harassment Complaints received
|
0
|
|
ii.
|
Number of Sexual Harassment Complaints disposed off
|
0
|
|
iii.
|
Number of Sexual Harassment Complaints pending beyond 90 days
|
0
|
29. 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.
|
Particulars
|
2025-26
|
|
No.
|
|
|
|
i.
|
Number of Female Employees
|
232
|
|
ii.
|
Number of Female Employees who availed the Maternity Benefit
|
10
|
|
iii.
|
Company has complied with the Act
|
Yes
|
30. STATEMENT SHOWING FOREIGN OWNERSHIP LIMITS
In pursuance of 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 (%)
|
| |
As on Shareholding date:
|
100
|
16.89
|
|
ii.
|
As on the end of the previous 1st quarter:
|
100
|
17
|
|
iii.
|
As on the end of the previous 2nd quarter:
|
100
|
17.45
|
|
iv.
|
As on the end of the previous 3rd quarter:
|
100
|
17.5
|
|
v.
|
As on the end of the previous 4th quarter:
|
100
|
17.77
|
31. 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:
• Neither the Managing Director nor the Whole-Time Directors of the Company received any remuneration or commission from any of the subsidiaries of the Company;
• 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;
• There were no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016;
• 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;
• There was no change in the nature of the business of the Company.
• The Company has complied with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India.
32. 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 all-around performance.
For and on behalf of the Board of Directors of Puravankara LimitedAshish Ravi Puravankara Amanda Joy Puravankara
Date: August 14, 2026 Managing Director Whole Time Director
Place: Bengaluru DIN: 00504524 DIN: 07128042
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