To the Members,
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:
(' in Million)
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. Name No. |
Date of Changes |
Appointment/ Cessation/Change in designation |
| 1 T. Srikanth Bhagavat |
31/07/2024 |
Appointment |
| 2 T. Srikanth Bhagavat |
30/09/2024 |
Change in designation |
| Sl. Name No. |
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 NonConvertible 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,
precooling 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
(' in Million)
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 |
Value of Imports on CIF basis: (' in Million) |
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 |
|