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Directors Report of Prestige Estates Projects Ltd.

Mar 31, 2023

The Directors present the Board''s Report on business operations and affairs of Prestige Estates Projects Limited (the "Companyâ or "PEPLâ) along with the audited Standalone and Consolidated financial statements for the Financial Year ended March 31, 2023.

PERFORMANCE OF YOUR COMPANY 1. FINANCIAL HIGHLIGHTS:

('' in Million)
Particulars	Standalone Results		Consolidated Results
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Income
Revenue from Operations	43,297	45,592	83,150	63,895
Other Income	1,070	3,116	4,570	2,107
Total Income	44,367	48,708	87,720	66,002
Expenses
(Increase)/ decrease in inventory	819	16,952	(22,312)	5,652
Contractor cost	8,921	7,714	25,924	15,048
Purchase of material	1,816	1,583	6,553	3,848
Purchase of completed units	23	(97)	23	(97)
Land cost	14,131	3,591	30,594	7,986
Rental expenses (net of waivers)	24	(9)	43	5
Facility management expenses	496	398	1,994	1,083
Rates and taxes	1,970	1,964	4,425	5,379
Employee benefits expense	2,818	2,287	6,034	4,510
Finance costs	3,313	2,952	8,066	5,553
Depreciation and amortisation expense	3,317	2,846	6,471	4,710
Other expenses	2,773	2,928	9,009	5,146
Total Expenses	40,421	43,109	76,824	58,823
Profit before exceptional items and tax	3,946	5,599	10,896	7,179
Exceptional items	204	5,399	3,079	8,079
Share of profit / (loss) from associates/ jointly controlled entities (Net of tax)	-	-	168	(165)
Profit before tax	4,150	10,998	14,143	15,093
Tax expense	741	1,525	3,475	2,945
Net Profit for the year	3,409	9,473	10,668	12,148
Other Comprehensive Income (net of tax)	(8)	12	(9)	33
Total Comprehensive Income	3,401	9,485	10,659	12,181
Total comprehensive income for the year attributable to:
Owners of the Company	-	-	9,409	11,533
Non-controlling interests	-	-	1,250	648
There have been no material changes or commitments affecting the financial position of the Company which have occurred between March 31,2023 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 Authorised 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 '' 4,008,616,540/- divided into 400,861,654 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 (FY 2022-23, CONSOLIDATED)

During the FY 2022-23, the Company has reported Income from operations of '' 87,720 Mn, EBIDTA of '' 25,433 Mn and PAT of '' 10,668 Mn, EBIDTA margin stood at 28.99% and PAT margin stood at 12.16%. During the corresponding FY 2021-22, the Company had reported Income from operations of '' 66,002 Mn, EBIDTA of '' 17,442 Mn and PAT of '' 12,148 Mn. EBIDTA margin stood at 26.43% and PAT margin stood at 18.41%.

FY 2022-23 OPERATIONAL HIGHLIGHTS

During the FY 2022-23, the Company has sold 15.09 Mn sq ft. of residential and commercial space which translates to sales of '' 129,309 Mn. During the corresponding FY 2021-22, the Company has sold 15.07 Mn sq ft of residential and commercial space which translates to sales of '' 103,822 Mn.

COLLECTIONS

Total collections for the year ended March 31, 2023 aggregated to '' 98,055 Mn (Prestige share of collections for the year aggregated to '' 87,252 Mn). Total collections for the year ended March 31, 2022 aggregated to '' 74,664 Mn. (Prestige share of collections for the year aggregated to '' 57,692 Mn).

LAUNCHES

During the period under review, Company has maintained high demand from the customers for its projects. During the year Company has launched 26.38 Mn. Sq. ft.

COMPLETIONS

15 projects with Built up Area of 15.68 Mn. sq. ft. across segments & geographies were completed during the year.

3. TRANSFER TO GENERAL RESERVES:

During the year the Company has not transferred any amount to General Reserve.

4. DIVIDEND

The Board of Directors of the Company have recommended a dividend of '' 1.5 (15%) 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 authorised 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 '' 4,008,616,540/- divided into 400,861,654 Equity Shares of '' 10/- each as on March 31,2023.

7. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, there was no change in Directors and Key Managerial Personnel.

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

8. CHANGES IN SUBSIDIARIES 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:

Prestige Sterling Infraprojects Private Limited The Company has acquired 10% equity stake in Prestige Sterling Infraprojects Private Limited on July 29, 2022. With these acquisition, the Company now holds 90% equity shares in Prestige Sterling Infraprojects Private Limited.

Prestige OMR Ventures LLP

The Company through its wholly owned subsidiary Prestige Retail Ventures Limited ("PRVL"), has acquired 30% stake in Prestige OMR Ventures LLP With the acquisition LLP has now become a wholly owned subsidiary of the Company.

Further, the Company has transferred its 69% stake in the LLP to PRVL, the apex entity for retail vertical of the Group, this brings PRVL holding in the LLP to 99% and balance 1% continues to be held by the Company. The LLP continues to be wholly owned subsidiary, even after stake transfer to PRVL.

Prestige OMR Ventures LLP is developing a retail mall with developable area of approximately 1.96 Mn sft. in Chennai.

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 31,2023 has Twenty Nine (29) Subsidiaries and Five (5) Associate Companies 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/ Associates.

The Consolidated Financial Statements of the Company, its Subsidiaries 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 / Associates. Pursuant to Section 129(3) of the Act, a separate statement containing the salient features of the financial performance of Subsidiaries / Associates 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, 2023, the Board of Directors of the Company comprises of Nine (9) Directors of which Four (4) are Executive Promoter Directors and remaining Five (5) 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 four (4) 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 26, 2022
2.	August 09, 2022
3.	November 09, 2022
4.	February 14, 2023

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 16, 2023 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. Rezwan Razack, Director, (DIN: 00209060) is liable to retire by rotation at the ensuing Annual General Meeting; and being eligible, offers himself for reappointment. The Board of Directors, based on the recommendation of Nomination & Remuneration Committee have recommended the re-appointment of

Mr. Rezwan 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 Sixth Annual General Meeting.

Continuation of Mr. Irfan Razack as Chairman and Managing Director

In terms of section 196 of Companies Act, 2013, Members approval is sought by way of Special Resolution in the annual general meeting for continuation of Mr. Irfan Razack as Chairman and Managing Director for remaining period of his office upto September 24, 2024 on attaining 70 years of age.

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, taking into account, views of Executive and Non-Executive Directors;

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, 2023, 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 2022-23 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

In 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 ("BRSRâ) as the part of Annual Report for top one thousand listed companies based on the market capitalisation 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 2022-23 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 mentioned 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 25^th Annual General Meeting of the Company held on September 27, 2022 to hold office till the conclusion of 30^th Annual General Meeting to be held in the year 2027. The auditor''s report for the year ending March 31,2023 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 2022-23 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, 2023 follows as Annexure II 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 Board''s 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.

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 2023-24.

As per Rule 14 of Companies (Audit and Auditors) Rules, 2014, the Remuneration payable to the Cost Auditors for the FY 2023-24 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.

M/s. Grant Thorton India LLP are the internal auditors of the Company for the financial year 2022-23.

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 Auditor for Financial year 2023-24.

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 WITHSECRETARIAL STANDARDS:

The Directors confirm that the mandatory Secretarial Standards on Board and General Meetings issued by the Institute of Company 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 recognises 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 vww.prestigeconstructions. com

Prevention of Sexual Harassment Policy

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 and Sustainability Reporting

During the year, the Board of the Company has adopted the requisite policies as detailed below as per the requirement of Business Responsibility and Sustainability Reporting. This year, a detailed report on the same has been given and forms part of the Annual Report.

â¢ Ethics, Transparency and Accountability Policy

â¢ Products, Lifecycles Sustainability Policy

â¢ Employees Wellbeing Policy

â¢ Stakeholder Engagement Policy

â¢ Human Rights Policy

â¢ Environment Policy

â¢ Policy Advocacy

â¢ Inclusive Growth Policy

â¢ Customer Value Policy Dividend Distribution Policy

Board has adopted a Dividend Distribution Policy, which is available on the website of the Company ittps:// www.prestigeconstructions.com/admin/uploads/ investors/pepl-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 2018-19, the Company issued 3,500 rated, unlisted, secured, redeemable, NonConvertible Debentures ("NCDâ) of '' 1,000,000/-each at par (total amount aggregating to '' 3,500 Mn.). Interest on these debentures is being paid on a quarterly basis.

During the year 2021-2022, the Company issued 2,600 senior, secured, redeemable rated, listed Non-Convertible Debentures ("NCDâ) of '' 1,000,000 each at par (total amount aggregating to '' 2,600 Mn.). Interest on these debentures is being paid on quarterly basis. The Company also issued 2,400 senior, secured, redeemable, rated, listed Non-Convertible Debentures ("NCDâ) of '' 1,000,000 each at par (total amount aggregating to '' 2,400 Mn.). Interest on these debentures is being paid on quarterly basis.

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, 2023, the Company had employee strength of 1,292 Further, total employees of the Company including its subsidiaries, associate and jointly controlled entities stood at 8,393. Information 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, 2023 is available on the Company''s website at ittps://www. prestigeconstructions.com/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. During the year, the Company has not entered into any contract / arrangement / transaction with Related Parties which could be considered material. The details of contracts and arrangements with related parties for the financial year ended March 31, 2023, are provided in the Notes to the Standalone Financial Statements, which forms part of this Annual Report.

The policies of Related Party Transactions & Material related party transactions, can be referred to at ittps:// www.prestigeconstructions.com/admin/uploads/ investors/pepl-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:

a) Conservation of energy

The Company continues to make energy savings efforts wherever possible and as part of Green Initiative, IGBC-LEED requirements and the Energy Conservation Code, the following Energy Conservation measures are continued to be undertaken:

â¢ We also prioritise the conversion of Direct Current (DC) to Alternating Current (AC) for faucet and flush valves, thereby improving energy efficiency.

â¢ In new projects, we aim to install smart water meters to monitor water consumption effectively.

â¢ Adoption of efficient lighting technology including use of timers and/or sensors for operating the light fixtures in certain areas.

â¢ Usage of high - efficiency glazing that cuts down the heat ingress and noise while maintaining optimum day lighting levels.

â¢ Introduction of auto-correction power factor capacitor panels for common area loads.

â¢ Use of energy efficient lifts with group control in residential projects.

â¢ Use of Solar Lighting and VFDs

â¢ Use of CFLs LEDs in lighting of common areas,

â¢ Use of daylight sensors and lighting management systems.

â¢ Use of timer control for all air conditioning units as per peak and non-peak periods to save Energy during non-peak hours.

â¢ Water saving Aerator Taps in Guest rooms, Public areas to save water.

â¢ STP Water Recycling: All sewage water is recycled, and pumped out to serve as water for gardening, Cooling tower and Guest room toilet flushing purposes.

Capital Investment on Energy Conservation Equipment:

The Company makes investment for reduction in consumption of energy. Capital investment on energy conservation equipment cannot be quantified.

b) Technology absorption

The Company continues to strive for new technological innovations that can enhance the product quality, increase process speed and reduce adverse impact on the environment. Some of the measures that are continued to be used are as follows:

â¢ Use of low flow toilet fixtures with sensors, concealed valves etc.,

â¢ Use of STP treated water for flushing, landscaping and air conditioning.

â¢ Harvesting rain water in the form of deep well recharging, collection, treatment and use of terrace storm water etc.,

â¢ Increased use of water-cooled chillers.

â¢ Use of centralised LPT reticulation system with piped gas supply to individual flats.

Expenditure on R&D

The Research and Development activity of the Company forms part of project implementation and cannot be quantified.

c) Foreign exchange earnings and Outgoi) Earnings and Expenditure on foreign currency on accrual basis

('' in Million)
Particulars	March 31,2023	March 31,2022
Earnings in Foreign exchange	Nil	Nil
Expenditure in Foreign exchange
Professional & Consultancy charges incurred on projects	61.97	14.35
Travelling expenses	178.41	38.27
Selling & business promotion expenses	1.78	7.14
Other expenses	12.47	23.06
Total Expenditure	254.63	82.82
Value of Imports on CIF basis: ('' in Million)
Particulars	March 31,2023	March 31,2022
Components for projects	-	-
Capital goods	28.32	0.43

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 sorts all its waste based on its characteristics, categorizing it into hazardous, nonhazardous, biodegradable, and non-biodegradable types. The hazardous waste, mainly consisting of waste oil from diesel generator sets, as well as paint and varnish remnants, is responsibly disposed of through authorized third-party vendors, following the regulations of the State Pollution Control Board.

For biodegradable waste, we adopt an eco-friendly approach by converting it into organic manure, which we then use for landscaping at our operational sites. This practice not only prevents the biodegradable waste from ending up in landfills but also significantly reduces the release of fugitive methane emissions.

The Company has implemented the usage of solar power through wheeling energy for electricity consumption. The Company is also issuing electronic copies of the Annual Report 2023 and Notice of the Twenty-Sixth Annual General Meeting ("AGMâ) 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 2023 and the Notice of the Twenty-Sixth 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-Sixth 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 31,2023.

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 organisation growth and success.

Mar 31, 2022

The Directors present the Boardsâ Report on business operations and affairs of Prestige Estates Projects Limited (the âCompanyâ or âPEPLâ) along with the audited Standalone and Consolidated financial statements for the Financial Year ended March 31, 2022.

PERFORMANCE OF YOUR COMPANY1. FINANCIAL HIGHLIGHTS

('' in million)

Particulars	Standalone Results		Consolidated Results
Particulars	FY 2021-22	FY 2020-21	FY 2021-22	FY 2020-21
Income
Revenue from Operations	45,592	40,542	63,895	72,419
Other Income	3,116	1,744	2,107	2,435
Total Income	48,708	42,286	66,002	74,854
Expenses
(Increase)/ decrease in inventory	16,952	8,349	5,652	17,895
Contractor cost	7,714	8,034	15,048	12,567
Purchase of material	1,583	1,647	3,848	2,949
Purchase of completed units	(97)	1,448	(97)	1,448
Land cost	3,591	6,572	7,986	6,992
Rental expenses (net of waivers)	(9)	71	5	62
Facility management expenses	398	549	1,083	1230
Rates and taxes	1,964	546	5,379	1,530
Employee benefits expense	2,287	2,068	4,510	4,203
Finance costs	2,952	4,915	5,553	9,793
Depreciation and amortization expense	2,846	3,064	4,710	5,926
Other expenses	2,928	1,852	5,146	3,960
Total Expenses	43,109	39,115	58,823	68,555
Profit before exceptional items and tax	5,599	3,171	7,179	6,299
Exceptional items	5,399	(813)	8,079	27,926
Share of profit / (loss) from associates/ jointly controlled entities (Net of tax)	-	-	(165)	(250)
Profit before tax	10,998	2,358	15,093	33,975
Tax expense	1,525	230	2,945	5,193
Net Profit for the year	9,473	2,128	12,148	28,782
Other Comprehensive Income (net of tax)	12	8	33	38
Total Comprehensive Income	9,485	2,136	12,181	28,820
Total comprehensive income for the year attributable to:
Owners of the Com pany	-	-	11,533	27,861
Non-controlling interests	-	-	648	959

There have been no material changes or commitments affecting the financial position of the Company which have occurred between March 31, 2022 and the date of this report.

2. BUSINESS:Business Overview

'' 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 '' 4,008,616,540/-divided into 400,861,654 Equity Shares of '' 10/- each.

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

â¢ Residential

â¢ Office

â¢ Retail

â¢ Hospitality

â¢ Services

Financial Highlights (Consolidated)

During the FY 2021-22, the Company has reported Income from operations of '' 66,002 Mn EBITDA of '' 17,442 mn and PAT of '' 12,148 mn EBITDA margin stood at 26.43% and PAT margin stood at 18.41%. During the corresponding FY 20-21, the Company had reported Income from operations of '' 74,854 Mn, EBITDA of '' 22,018 Mn and PAT of '' 28,782 Mn. EBITDA margin stood at 29.41% and PAT margin stood at 38.45%.

Operational Highlights

During the FY 2021-22, the Company has sold 8,883 residential units and 0.67 Mn Sq Ft of commercial space, which translates to sales of '' 1,03,822 mn During the corresponding FY 2020-21, the Company has sold 4,893 Residential units and 0.38 Mn Sq Ft of commercial space, which translates to sales of '' 54,608 Mn.

Collections

Total collections for the year ended March 31, 2022 aggregated to '' 74,664 Mn (Prestige share of collections for the year aggregated to '' 57,692 mn). Total collections for the year ended March 31, 2021 aggregated to '' 50,752 Mn. (Prestige share of collections for the year aggregated to '' 40,323 Mn).

Launches

During the period under review, Company has maintained high demand from the customers for its projects. During the year Company has launched 16.77 mn. Sq. ft.

Completions

16 projects with Built up Area of 14.26 mn. sq. ft. across segments & geographies were completed during the year.

3. TRANSFER TO GENERAL RESERVES:

During the year the Company has transferred 250 mn to General Reserve.

4. DIVIDEND

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 '' 4,008,616,540/- divided into 400,861,654 Equity Shares of '' 10/- each as on March 31, 2022.

7. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, there was no change in Board of directors of the Company.

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

On June 8, 2021, Mr. V V B S Sarma has resigned as Chief Financial Officer of the Company.

The Board on recommendation of Nomination and Remuneration Committee has appointed Mr. Amit Mor as Chief Financial Officer w.e.f. June 8, 2021.

8. CHANGES IN SUBSIDIARIES AND ASSOCIATES:

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

â¢ 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.

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

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

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

â¢ Services Vertical- The Company through its subsidiaries provides Fit out services, Interior Designs and Execution, manufacturing of doors, concrete block, execution of civil works Facilities & Property Management and Project & Construction Management for all its projects.

Acquisitions during the fiscal:

Ariisto Developers Private Limited

The Company had received the right to acquire 100% equity share capital of Ariisto Developers Private Limited, in accordance with the Resolution Plan approved by National Company Law Tribunal on 23 March 2021. The Company, has acquired the control upon implementation of the approved Resolution Plan.

Prestige Century Megacity and Prestige Century Landmark

The company has acquired 45% stake in M/s Prestige Century Megacity and 55% stake in M/s. Prestige Century Landmark. These partnership firms hold land in North Bangalore, which will be developed as office space in the near future.

Shipco Infrastructure Private Limited

The company has acquired through its subsidiary 70% equity stake in Shipco Infrastructure Private Limited to create Logistics and warehousing space.

Divestments during the fiscal:

Divestment of asset(s) / undertaking(s) / direct or indirect interest of the Company in various commercial offices, under construction office assets, retail assets.

As per the approval of members of the Company in the Extra-ordinary General Meeting held on December 11, 2020, the Company has directly/ indirectly divested 100% of its stake in Dashanya Tech Parkz Private Limited, 85% of its stake in Vijaya Productions Private Limited and 50% of its stake in Prestige Beta Projects Private Limited.

Prestige City Estates Private Limited

The company has divested its entire stake in Prestige City Estates Private Limited to CPP Investment Board Private Holdings (4) Inc., an affiliate of Canada Pension Plan Investment Board. Prestige City Estates Private Limited owns the Commercial project viz., Prestige RMZ Star Tech.

Scheme of Arrangement of Business Undertakings of Subsidiaries

During the year ended 31 March 2022, the Group has received approvals from NCLT for Scheme of Arrangement for Demerger of certain business undertakings held in subsidiaries of the Company effective from March 10, 2021.

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, 2022 has Twenty Five (25) Subsidiaries and Five (5) Associate Companies within the meaning of Section 2(87) and Section 2(6) of the Companies Act, 2013 (hereinafter referred to as the âActâ in this Report). There has been no material change in the nature of business of the Subsidiaries/Associates.

The Consolidated Financial Statements of the Company, its Subsidiaries 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 /Associates. Pursuant to Section 129(3) of the Act, a separate statement containing the salient features of the financial performance of Subsidiaries / Associates 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, 2022, the Board of Directors of the Company consists of Nine (9) Directors of which Four (4) are Executive Promoter Directors and remaining Five (5) 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

Sl. No. Date of the Meeting

1. June 08, 2021

2. August 10, 2021

3. November 11, 2021

4. February 09, 2022

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 11, 2022 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

I n terms of Section 152 of the Companies Act, 2013, Ms. Uzma Irfan, Director, (DIN: 01216604) is Liable to retire by rotation at the ensuing Annual General Meeting; and being eligible, offers herself for re-appointment. The Board of Directors, based on the recommendation of Nomination & Remuneration Committee have recommended the re-appointment of Ms. Uzma Irfan, 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 her expertise in specific functional areas and names of the Companies in which she 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 Fifth Annual General Meeting.

Declaration by Independent Directors

Annual Performance evaluation of the Board

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, taking into account, views of Executive and Non-Executive Directors;

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, 2022, 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 2021-22 and of the profit of the Company for that period;

c. t he 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 Report

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates the inclusion of Business Responsibility Report (âBRRâ) 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 BRR for the year 2021-22 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 appointed as Statutory Auditors of the Company at the 20^th Annual General Meeting of the Company held on September 27, 2017 to hold office till the ensuing Annual General Meeting and is eligible for re-appointment.

The Company had received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the Limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit & Auditors) Rules, 2014.

The Board is of the opinion that continuation of M/s. S. R. Batliboi & Associates LLP, as statutory auditors will be in the best interests of the Company and therefore, the members are requested to consider their re-appointment as Statutory Auditors of the Company, for a term of five years, from the conclusion of the ensuing Annual General Meeting, till the Annual General Meeting to be held in the year 2027, at such remuneration mutually agreed by the Board.

The auditorâs report for the year ending March 31, 2022 forms part of this Annual Report.

Statutory Auditors Qualification / Comment on the Companyâs 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 2021-22 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, 2022 follows as Annexure II 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 Boardsâ 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.

Cost Auditor & Report thereon

As per Rule 14 of Companies (Audit and Auditors) Rules,

2014, the Remuneration payable to the Cost Auditors for the FY 2022-23 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 Companyâs 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 and activities, the Board of Directors of the Company had re-appointed M/s. Grant Thorton India LLP as the Internal Auditor.

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:

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

Risk Management Policy

Corporate Social Responsibility Policy

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

Whistle Blower Policy (Vigil Mechanism)

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

During the year, the Board of the Company has adopted the requisite policies as detailed below as per the requirement of Business Responsibility Reporting. This year, a detailed report on the same has been given and forms part of the Annual Report.

â¢ Ethics, Transparency and Accountability Policy

â¢ Products, Lifecycles Sustainability Policy

â¢ Employees Wellbeing Policy

â¢ Stakeholder Engagement Policy

â¢ Human Rights Policy

â¢ Environment Policy

â¢ Policy Advocacy

â¢ Inclusive Growth Policy

â¢ Customer Value Policy

Dividend Distribution Policy

Board has adopted a Dividend Distribution Policy, which is available on the website of the Company www. prestigeconstructions.com

Prevention of insider trading Policy

The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015 with a view to regulate trading in securities by the Directors and designated employees of the Company. The Board of Directors of the Company have amended the policy pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 which are effective from April 1, 2019, which is available on the website of the Company www.prestigeconstructions.com.

15. OTHER MATTERS:

A. Non-Convertible Debentures

During the year 2018-19, the Company issued 3500 rated, unlisted, secured, redeemable, Non-Convertible Debentures (âNCDâ) of '' 1,000,000/- each at par (total amount aggregating to Rupees Three thousand five hundred millions). Interest on these debentures is being paid on a quarterly basis.

The debentures are repayable in two tranches, Tranche 1 - '' 1,000 Mn in August 2021 and Tranche 2 - '' 2,500 Mn in August 2023. During the year, the Company has redeemed the Tranche 1 debenture.

During the year 2021-2022, the Company issued 2600 senior, secured, redeemable rated, listed NonConvertible Debentures (âNCDâ) of '' 1,000,000 (Rupees One million only) each at par (total amount aggregating to Rupees Two Thousand and Six Hundred Million). Interest on these debentures is being paid on quarterly basis. The Company also issued 2400 senior, secured, redeemable, rated, listed Non-Convertible Debentures (âNCDâ) of '' 1,000,000 (Rupees One million only) each at par (total amount aggregating to Rupees Two Hundred Forty Crores). Interest on these debentures is being paid on quarterly basis.

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 âAwards & Recognitionâ.

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, 2022, the Company had employee strength of 1124 Further, total employees of the company including its subsidiaries, associate and jointly controlled entities stood at 9034

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, 2022 is available on the Companyâs website at https://www.prestigeconstructions.com/ investors-downloads-financial-performance/

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

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, if any, are laid out in Annexure II to Note No 53 of Notes forming part 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 armâs length price basis. During the year, the Company has not entered into any contract / arrangement / transaction with Related Parties which could be considered material. AOC -2 has been attached to this report as Annexure VI.

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:

a) Conservation of energy

â¢ Use of Solar Lighting for landscape,

â¢ Use of VFDs,

â¢ Use of more renewable energy

â¢ Use of CFLâs LEDs in lighting of common areas,

â¢ Use of daylight sensors in office areas,

â¢ Use of lighting management system with timers for external lighting.

â¢ Use of timer control for all air conditioning units as per peak and non-peak periods to save Energy during non-peak hours.

â¢ Water saving Aerator Taps in Guest rooms, Public areas to save water.

â¢ STP Water Recycling: All sewage water is recycled, and pumped out to serve as water for gardening, Cooling tower and Guest room toilet flushing purposes.

b) Technology absorption

â¢ Use of low flow toilet fixtures with sensors, concealed valves etc.,

â¢ Use of STP treated water for flushing, landscaping and air conditioning.

â¢ Harvesting rain water in the form of deep well recharging, collection, treatment and use of terrace storm water etc.,

â¢ Increased use of water-cooled chillers.

â¢ Use of centralized LPT reticulation system with piped gas supply to individual flats.

c) Foreign exchange earnings and Outgoing

i) Earnings and Expenditure on foreign currency on accrual basis)

(? in Million)
Particulars	March 31,2022	March 31,2021
Earnings in Foreign exchange	Nil	Nil
Expenditure in Foreign exchange
Professional & Consultancy charges incurred on projects	14.35	25.17
Travelling expenses	38.27	55.64
Selling & business promotion expenses	7.14	10.00
Other Expenses	23.06	13.14
Total Expenditure	82.82	103.95
ii) Value of Imports on CIF basis:
Particulars	March 31,2022	March 31,2021
Components for projects	-	-
Capital goods	0.43	4.99

21. CORPORATE GOVERNANCE

22. GREEN INITIATIVES:

Electronic copies of the Annual Report 2022 and Notice of the Twenty-fifth Annual General Meeting (âAGMâ) are being sent 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 2022 and the Notice of the Twenty-fifth 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-fifth 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 31,2022.

No such event has occurred during the year under review.

25. ACKNOWLEDGMENTS:

The Board of Directors take this opportunity to sincerely thank the Companyâs 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 Directorsof Prestige Estates Projects Limited

Irfan Razack

Chairman and Managing Director DIN:00209022

Rezwan Razack

Place: Bengaluru Joint Managing Director

Date: May 26, 2022 DIN: 00209060

Mar 31, 2019

BOARD'S REPORT

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, 2019.

PERFORMANCE OF YOUR COMPANY

1. FINANCIAL HIGHLIGHTS:

(Rs in Million)

Particulars	Standalone Results		Consolidated Results
Particulars	FY 2018-19	FY 2017- 18	FY 2018-19	FY 2017- 18
Income
Revenue from Operations	24,411	29,925	51,719	54,986
Other Income	1,382	1,113	1,122	679
Total Income	25,793	31,038	52,841	55,665
Expenses
(Increase)/ decrease in inventory	-14,051	1,142	-14,938	2753
Contractor cost	10,588	10,021	16,852	16,689
Purchase of project material	2,460	2,633	4,988	6,686
Purchase of completed units	996	-	1,027	-
Land cost	9,043	3,150	13,944	2,876
Rental expense	3,032	2,597	2,858	2,745
Facility management expenses	680	715	1,228	2,298
Rates and taxes	1,693	631	2,640	1,704
Employee benefits expense	1,873	1,557	3,986	2,958
Finance costs	4,188	3,752	7,228	5,657
Depreciation and amortisation expense	635	558	3,229	1,547
Other expenses	1,676	1,726	4,596	3,507
Total Expenses	22,813	28,482	47,638	49,420
Profit before exceptional items and tax	2,980	2,556	5,203	6,245
Exceptional items	-	-	894	-
Share of profit / (loss) from associates/ jointly controlled entities (Net of tax)	-	-	307	136
Profit before tax	2,980	2,556	6,404	6,381
Tax expense	88	236	1,985	2,135
Profit for the year	2,892	2,320	4,419	4,246
Other Comprehensive Income (net of tax)	-1	1	-11	6
Total Comprehensive Income	2,891	2,321	4,408	4,252
Total comprehensive income for the year attributable to:
Owners of the Company	-	-	4,145	3,719
Non-controlling interests	-	-	263	533

There have been no material changes or commitments affecting the financial position of the Company which have occurred between March 31, 2019 and the date of this report.

Impact of Ind AS 115 - Revenue from Contracts with Customers

On March 28, 2018, the Ministry of Corporate Affairs (MCA) has notified Indian Accounting Standard (Ind AS) 115, Revenue from Contracts with Customers.

Effective April 1, 2018, the Company has applied Ind AS 115 which establishes a comprehensive framework for determining whether, how much and when revenue is to be recognised. Ind AS 115 replaces Guidance Note on Accounting for Real Estate Transactions (Ind AS) issued by the Institute of Chartered Accountants of India, Ind AS 18 Revenue and Ind AS 11 Construction Contracts. The application of Ind AS 115 has impacted the Company's accounting for recognition of revenue from real estate projects.

The Company has applied the modified retrospective method to contracts that were not completed as of April 1, 2018 and has given impact of Ind AS 115 application by debit to retained earnings as at the said date. Accordingly the comparatives have not been restated and hence not comparable with previous year figures. The effect of adopting Ind AS 115 as at April 1, 2018 is described in Note 52 to the Standalone Audited Financial Statements.

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 ? 4,00,00,00,000 divided into 40,00,00,000 Equity Shares of Rs 10/- each and the Paid Up Capital of the Company is ? 3,75,00,00,000 divided into 37,50,00,000 Equity Shares of Rs 10/- each.

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

â¢ Residential Office Retail

â¢ Hospitality

â¢ Services

The industry is consolidating in light of the newer regulations such as RERA and players like Prestige are well positioned to take the lead. This also gives Prestige an avenue to grow into newer markets such as Mumbai, NCR, Pune and other Tier II growth markets to further its leadership positioning.

With a view to capitalise on emerging opportunities, we had set up a mid-income housing platform with HDFC Capital in FY2018. In the near term, we expect full utilisation of the Rs 2,500 crore fund, which has Rs 10,000 crore revenue potential.

We actively pursue deleveraging-led debt management to keep our borrowings in check, thereby strengthening both our balance sheet and profitability.

We maintain a sharp focus on monetising the bulk of our inventory through a rigorous sales focus. At present, we have 21 % unsold inventory amounting to 8.65 mn sq. ft.

Financial Highlights (FY18-19, Consolidated)

During the FY 18-19, the Company has clocked revenue of Rs 52,841 million, EBIDTA of Rs 15,660 million and PAT of ? 4,408 million. EBIDTA margin stood at 30% and PAT margin stood at 8.3%. During the corresponding FY 17-18, the Company had clocked revenue of Rs 55,665 million, EBIDTA of Rs 13,449 million and PAT of Rs 4,252 million. EBIDTA margin stood at 24% and PAT margin stood at 7.6%.

FY 18-19 | Operational Highlights

During the FY 18-19, the Company has sold 7.09 mn sq. ft which translates to sales of Rs 45,571 million. During the corresponding FY 17-18, the Company had sold 4.84 mn sq. ft which translated to sales of? 33,137 million.

Collections

Total collections for the year ended March 31, 2019 aggregated to Rs. 44,085 million. (Prestige Share of collections for the year aggregated to Rs 42,684 million). Total collections for the year ended March 31, 2018 aggregated to Rs 42,681 million (Prestige share of collections were Rs 34,469 million).

Launches

During the period under review, Company has maintained high demand from the customers for its projects. During the year Company has launched 6.63 mn sq. ft.

Completions

We have achieved record completion of 24 mn sq.ft. across17 projects during year.

3. TRANSFER TO GENERAL RESERVES:

During the year the Company has transferred Rs 500 million to General Reserve.

4. 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.

5. SHARE CAPITAL:

The Company during the period under review has not issued and/or allotted any shares with/ without differential voting rights as per Section 43 of the Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014.

6. DIVIDEND:

The Board of Directors of the Company have recommended a dividend of Rs 1.5(15%) per Equity Share of Rs 10/-each which is subject to approval of shareholders in the ensuing Annual General Meeting of the Company.

7. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, there were no changes in the Board of Directors of the Company and the composition of the Board is elaborated in the Corporate Governance Report.

8. CHANGES IN SUBSIDIARIES AND ASSOCIATES:

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

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

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

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

â¢ 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.

A. Acquisitions during the fiscal:

â¢ Acquisition of stake held by CapitaLand Group, Singapore in various mall entities - During the year under review, the Company has completed the acquisition of balance stake from Capital and Group, Singapore in various entities, which are in the business of owning and operating retail malls including a mall management company.

â¢ Acquisition of stake in Thomsun Realtors Private Limited - The Company has also increased its stake in Thomsun Realtors Private Limited, to 42.40% prior to acquisition of Compulsorily Convertible Debentures (CCDs) from CapitaLand Group. Portion of CCD has been converted and presentstake is 50.00%. Presently Thomsun Realtors Private Limited is developing a Retail Mall at Kochi.

â¢ Acquisition of Flicker Projects Private Limited - During the year under review the Company has completed acquisition of 100% equity stake in Flicker Projects Private Limited from CapitaLand Group, Singapore. The entity's registered office is in Bengaluru and owns a Retail Mall named "Celebration Mall" in Udaipur, Rajasthan.

â¢ Completion of first platform deal with HCARE -Company along with its wholly owned subsidiary Prestige Projects Private Limited("PPPL") has entered into an investment agreement on April 28, 2018 with HDFC Capital Affordable Real Estate Fund I ("HCARE") to develop a large scale affordable and mid income housing project 'Prestige Smart City' in the land parcel admeasuring over 180 acres owned by PPPL and located in Sarjapur road, Bengaluru. This deal was completed in the month of August 2018.

â¢ There are few more platform deals which are under pipeline with HCARE and expected to be consummated during FY 19-20.

â¢ Becoming designated partner in Apex Realty Ventures LLP- Company has become designated partner in Apex Realty Ventures LLP by contributing Rs 59,40,000 with profit sharing ratio of 59.94 % in the said LLP.

â¢ Becoming partner in 'Morph'- The Company has become partner in an Interior design Company namely 'Morph', by contributing Rs 2,50,000/- in the said firm with profit sharing ratio of 40%.

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, 2019 has Twenty seven (27) Subsidiaries and five (5) 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/Associates.

The Consolidated Financial Statements of the Company, its Subsidiaries 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 /Associates. Pursuant to Section 129(3) of the Act, a separate statement containing the salient features of the financial performance of Subsidiaries / Associates of the Company in the prescribed Form AOC-1 is provided in Annexure I to the Report.

11. BOARD OF DIRECTORS AND ITS COMMITTEES:

Composition of the Board of Directors

A. As on March 31, 2019, the Board of Directors of the Company continues to remain unchanged and 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

SI. No.	Date of the Meeting
1.	May 28, 2018
2.	July 27, 2018
3.	October 30, 2018
4.	February 12, 2019

Independent Directors Meeting

As per the requirements of Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on January 4, 2019 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. Rezwan Razack, Director, (DIN: 00209060) 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. Rezwan Razack, Director, who is liable to retire by rotation.

Re-appointment of Directors

Mr. Irfan Razack, Chairman and Managing Director, Mr. Rezwan Razack, Joint Managing Director and Mr. Noaman Razack, whole time Director will complete the term of five years in their respective designations in September 2019. The Board has decided to seek shareholders' approval for re-appointing them in their current designations for another term of five years.

As Per provisions of Companies Act, 2013, Mr. Jagdeesh Reddy, Mr. Biji George Koshy, Mr. Noor Ahmed Jaffer and Dr. Pangal Ranganath Nayak, Independent Directors of the Company were appointed for a period of Five years, not liable to retire by rotation will complete their first term as Independent Directors of the Company in September 2019. They have given their consent for re-appointment and are not disqualified for reappointment as an Independent

Director for a second term of five years. The proposal for their re-appointment was considered and approved by Nomination& Remuneration Committee and the Board of Directors in their respective meetings held on May 27, 2019 which is subject to approval of shareholders in the ensuing Annual General Meeting as a special resolution.

The Notice convening the Annual General Meeting includes the proposal for the reappointment of the Directors as aforesaid. Brief resume of the Directors proposed to be Re-appointed, nature of their 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 second Annual General Meeting.

Declaration by Independent Directors

Annual Performance evaluation of the Board

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, taking into account, views of Executive and Non-Executive Directors;

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, 2019, 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 Â 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 2018-19 and of the profit of the Company for that period;

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

In 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 Report

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates the inclusion of Business Responsibility Report ("BRR") as the part of Annual Report for top five hundred listed companies based on the market capitalisation 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 BRR for the year 2018-19 as part of this Annual Report. The policies are available at the website of the Companywww.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 Â 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 appointed as Statutory Auditors of the Company at the 20th Annual General Meeting of the Company held on September 27, 2017 to hold office till the conclusion of the 25th Annual General Meeting to be held in the year 2022.

The auditor's report for the year ending March 31, 2019 forms part of this Annual Report.

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 2018-19 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, 2019 follows as Annexure II 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.

He also commented that the Company has not filed Cost Audit Report in eform CRA-4 with the Ministry of Corporate Affairs for the Financial Year 2017-18. Your Directors stated that the Company is in the process of filing the same with Ministry of Corporate Affairs.

Further he stated in his report that The company has not appointed Woman Independent Director as required in pursuance to proviso to Regulation 17(1) (a) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018. Your Directors stated that the

Company was in the process of Finding suitable candidate for the positon.

The Board, based on the recommendations of the Nomination and Remuneration Committee, in its meeting held on August 1, 2019 has appointed Woman Independent Director on its Board with immediate effect.

The Notice convening the Annual General Meeting includes the proposal for the regulariation of appointment of Ms. Neelam Chhiber (Woman Independent Director) as aforesaid.

Cost Auditor & Report thereon

There are no qualifications or adverse remarks in the Cost Audit Report which require any explanation from the Board of Directors.

As per Rule 14 of Companies (Audit and Auditors) Rules, 2014, the Remuneration payable to the Cost Auditors for the FY 2019-20 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 Control

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 and activities, the Board of Directors of the Company had appointed M/s. Grant Thorton India LLP as the Internal Auditor for the residential vertical of the Company for the Financial Year 2018-19 and M/s. PriceWaterhouseCoopers as the Internal Auditor for other business verticals of the Group for the Financial Year 2018-19. The Board has further re-appointed these two entities as Internal Auditors for the Financial Year 2019-20.

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. 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 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

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 Companywww.prestigeconstructions.com

Risk Management Policy

Corporate Social Responsibility Policy

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

Whistle Blower Policy (Vigil Mechanism)

Prevention of Sexual Harassment Policy

Policies related to Business Responsibility Reporting

During the year, the Board of the Company has adopted the requisite policies as detailed below as per the requirement of Business responsibility Reporting. This year, a detailed report on the same has been given and forms part of the Annual Report.

â¢ Ethics, Transparency and Accountability Policy

â¢ Products, Lifecycles Sustainability Policy

â¢ Employees Wellbeing Policy

â¢ Stakeholder Engagement Policy

â¢ Human Rights Policy

â¢ Environment Policy

â¢ Policy Advocacy

â¢ Inclusive Growth Policy

â¢ Customer Value Policy

Dividend Distribution Policy

Board has adopted a Dividend Distribution Policy, which is available on the website of the Company www.prestigeconstructions.com

Prevention of insider trading Policy

14. OTHER MATTERS:

A. Non-Convertible Debentures

The Company has issued three series of Debentures in the year 2015, 2017 and 2018.

During the year 2018-19, the Company issued 3500 rated, unlisted, secured, redeemable, Non-Convertible Debentures ("NCD") of Rs 10.00.000/- each at par (total amount aggregating to Rupees Three Hundred and Fifty Crore). Interest on these debentures is being paid on a quarterly basis.

During the year2017-18, Company had issued 500 rated listed, secured, redeemable, NCDs of Rs 1,00,00,000/- each at par (total amount aggregating to Rupees Five Hundred Crore) duly listed on NSE. Interest on these debentures are being paid on a quarterly basis.

The Company had previously issued 500 rated listed, secured, redeemable, NCDs of Rs 1,00,00,000/- each at par (total amount aggregating to Rupees Five Hundred Crore) in the year 2015 in three tranches, which are also listed on NSE. Out of which Two Tranches of the NCDs aggregating to Rs 50 crores and Rs 150 Crores respectively were redeemed in the year 2018. The Third Tranche of Rs 300 crore is scheduled for redemption in the year 2020. Interest on these debentures are being paid on a quarterly basis.

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. Transfer to Investor Education and Protection Fund (IEPF)

Members who have not yet encashed their dividend warrants pertaining to any previous years are requested to lodge their claims with our Registrar and Transfer Agent- Link Intime India Private Limited, to avoid getting their Dividends transferred to IEPF.

Pursuant provisions of Section 124 of Companies Act, Â 2013, Company is required to transfer Dividend amounting to Rs 32,538/- along with shares thereto pertaining to the financial year 2011-12. Therefore Company will be transferring the same to lEPFif remained unclaimed.

D. 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'.

15. 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, 2019, the Company had employee strength of 994. Further, total employees of the company including its subsidiaries and associate companies stood at 9042.

Information 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.

16. EXTRACT OF ANNUAL RETURN:

As required by Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules,

2014, an extract of Annual Return in MGT- 9 is annexed as Annexure - V to this report and can also be accessed at our websitewww.prestigeconstructions.com

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

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, if any, are laid out in Annexure II to Note No. 45 of Notes forming part of the Financial Statements.

18. 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. During the year, the Company has not entered into any contract / arrangement / transaction with Related Parties which could be considered material. AOC -2 has been attached to this report as Annexure VI.

19. 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:

a) Conservation of energy

â¢ Use of Solar Lighting for landscape, Use of VFDs,

â¢ Use of CFL's LEDs in lighting of common areas,

â¢ Use of daylight sensors in office areas,

â¢ Use of lighting management system with timers for external lighting.

â¢ Use of timer control for all air conditioning units as per peak and non-peak periods to save Energy during non-peak hours.

â¢ Water saving Aerator Taps in Guest rooms, Public areas to save water.

â¢ STP Water Recycling: All sewage water is recycled and pumped out to serve as water for gardening, Cooling tower and Guest room toilet flushing purposes.

b) Technology absorption

â¢ Use of low flow toilet fixtures with sensors, concealed valves etc.,

â¢ Use of STP treated water for flushing, landscaping and air conditioning.

â¢ Harvesting rain water in the form of deep well recharging, collection, treatment and use of terrace storm water etc.,

â¢ Increased use of water cooled chillers.

â¢ Use of centralized LPT reticulation system with piped gas supply to individual flats.

c) Foreign exchange earnings and Outgo

i) Earnings and Expenditure on foreign currency (on accrual basis)

(Rs in Million)
Particulars	March 31, 2019	March 31, 2018
Earnings in Foreign exchange	291.10	-
Expenditure in Foreign exchange
Professional & Consultancy charges incurred on projects	14.00	31.73
Travelling expenses	1.96	6.65
Selling & business promotion expenses	32.12	15.13
Total Expenditure	48.08	53.51

ii) Value of Imports on GIF basis:

(Rs in Million)

20. CORPORATE GOVERNANCE

21. GREEN INITIATIVES:

Electronic copies of the Annual Report 2019 and Notice of the Twenty-second Annual General Meeting ("AGM") are being sent 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 2019 and the Notice of the Twenty-second 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-second 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.

22. 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.

Â	For and on behalf of Board of Directors of
Â	Prestige Estates Projects Limited
Â	sd/-
Â	Irfan Razack
Â	Chairman and Managing Director
Â	DIN: 00209022
Â	sd/-
Â	Rezwan Razack
Â	Joint Managing Director
Place: Bengaluru	DIN: 00209060
Date: May 27, 2019	Â

Particulars	March 31, 2019	March 31, 2018
Components for projects	45.00	39.68
Capital goods	29.00	164.58

ADDENDUM TO THE BOARD'S REPORT

This addendum to the Directors' Report for the year ending March31, 2019 dated May 27, 2019 is in respect of the following item and forms part of the Directors' Report.

BOARD OF DIRECTORS AND ITS COMMITTEES

Â B. Composition or the Board of Directors:

The following paragraphs are added to the subject matter after the existing paragraphs:

Further, the Board at the Meeting held on August 1, 2019 appointed Ms. Neelam Chhiberas Additional Director in the capacity of Non-Executive Independent Director with effect from August 1, 2019. The Board recommends to the shareholders, the appointment of Ms. Neelam Chhiberas Non-Executive Independent Director at the ensuing Annual General Meeting.

The composition of the Board of Directors is in compliance with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and Section 149 of the Companies Act, 2013.

Â	For and on behalf of Board of Directors of Prestige Estates Projects Limited
	sd/-
	Irfan Razack
	Chairman and Managing Director
	DIN: 00209022
	Â
	sd/-
	Rezwan Razack
	Joint Managing Director
Place: Bengaluru	DIN: 00209060
Date: August 1, 2019	Â

FORM AOC - 1

(Pursuant to first proviso to Sub section (3) of Section 129 of the Companies Act 2013, read with Rule 5 of the Companies (Accounts) Rules 2014 Statement containing salient Features of the financial statements of subsidiaries/Associate Companies/Joint Ventures

PART A: SUBSIDIARIES

Rs ln Million

SI. No	Name of the Entity	Share Capital	Reserves & Surplus	Total Assets	Total Liabilities	Investments	Turnover	Profit /(Loss) before tax	Profit after tax	Proposed dividend	% of shareholding
1	ICBI (India) Private Limited	0	585	630	45	2	80	43	30	-	82.57%
2	Prestige Leisure Resorts Private Limited	49	322	706	336	0	662	78	73	-	57.45%
3	Prestige Bidadi Holdings Private Limited	613	90	8,544	7,841	-	0	(3)	(3)	-	99.94%
4	Prestige Construction Ventures Private Limited	108	372	2,096	1,616	8	335	142	114	-	100.00%
5	Village-De-Nandi Private Limited	10	(11)	19	20	-	-	(1)	(1)	-	100.00%
6	Northland Holding Company Private Limited	1,030	(302)	1,723	995	-	248	11	9	-	100.00%
7	K2K Infrastructure (India) Private Limited	224	(165)	1,239	1,180	-	1,604	44	33	-	75.00%
8	Cessna Garden Developers Private Limited	40	44	14,744	14,660	-	2,499	518	347	-	85.00%
9	Prestige Garden Resorts Private Limited	10	75	97	12	-	3	(5)	(4)	-	100.00%
10	Prestige Shantiniketan Leisures Private Limited	1,006	(54)	3,940	2,988	-	98	(58)	(43)	-	100.00%
11	Prestige Amusements Private Limited	2	218	331	111	-	391	57	41	-	51.02%
12	Dollars Hotel and Resorts Private Limited	9	3	282	270	-	-	(1)	(1)	-	65.92%
13	Avyakth Cold Storages Private Limited	0	(36)	763	799	-	24	(43)	(35)	-	100.00%
14	Prestige Exora Business Parks Limited	1,441	1,960	14,346	10,944	6,109	1,709	580	471	-	100.00%
15	Sai Chakra Hotels Private Limited	1,502	(266)	6,180	4,943	-	949	(334)	(269)	-	100.00%
16	Prestige Falcon Retail Ventures Private Limited	1	(0)	1	0	-	-	(0)	(0)	-	100.00%
17	Prestige Garden Constructions Private Limited	84	378	2,744	2,282	-	731	194	280	-	100.00%
18	Prestige Mangalore Retail Ventures Private Limited	1,495	(529)	2,178	1,212	-	342	(98)	(98)	-	100.00%
19	Prestige Mysore Retail Ventures Private Limited	1,083	(58)	2,283	1,258	-	212	(163)	(163)	-	100.00%
20	Prestige Sterling Infra Projects Private Limited	2,750	237	4,100	1,113	-	0	(2)	(2)	-	80.00%
21	Prestige Builders and Developers Private Limited	0	(62)	2,389	2,451	2,389	2	2	2	-	100.00%
22	Flicker Projects Private Limited	288	811	2,260	1,161	0	366	14	9	-	100.00%
23	Prestige Hospitality Ventures Limited	60	(549)	8,808	9,298	919	470	(767)	(560)	-	100.00%
24	Prestige Retail Ventures Limited	60	345	9,348	8,943	7,552	604	234	158	-	100.00%
25	Apex Realty Management Private Limited	4	(0)	4	0	-	-	(0)	(0)	-	60.00%
26	Prestige Mall Management Private Limited	50	7	75	19	-	114	84	61	-	100.00%
27	Prestige Projects Private Limited***	34	708	3,741	2,999	-	6	(13)	(13)	-	100.00%

PART B: ASSOCIATES AND JOINT VENTURES

SI. No	Name of the Associate/Joint Venture	Last audited balance sheet date	Share of associate/JV held by the Company on year end		Description of how there is significant influence	Reason why the associate/joint venture is not consolidated	Networth attributable to Shareholding as per latest audited Balance Sheet	Profit / Loss for the year
SI. No	Name of the Associate/Joint Venture	Last audited balance sheet date	Amount of investment	Extent of holding %	Description of how there is significant influence			Considered in Consolidation	Not Considered in Consolidation
1	Babji Realtors Private Limited	March 31,2019	764	49.00%	Voting rights	Not applicable	800	164	-
2	City Properties Maintenance Company Bangalore Limited*	March 31, 2019	0	45.00%	Voting rights	Not applicable	67	22	-
3	Vijaya Productions Private Limited	March 31, 2019	1,150	50.00%	Joint control	Not applicable	817	204	-
4	Thomsun Realtors Private Limited	March 31, 2019	913	50.00%	Joint control	Not applicable	728	(31)	-
5	Dashanya Tech Parkz Private Limited**	March 31, 2019	269	49.00%	Joint control	Not applicable	6	(0)	-
* Consolidated based on unaudited financial statements Subsidiaries under Indian Accounting Standards * Joint Ventures / associates under Indian Accounting Standards

For and on behalf of the Board	Â
Prestige Estates Projects Limited	Â
sd/-	sd/-
Irfan Razack	Rezwan Razack
Chairman & Managing Director	Joint Managing Director
sd/-	sd/-
Venkat K Narayana	V V B S Sarma
Chief Executive Officer	Chief Financial Officer
sd/-	Â
Manoj Krishna JV
Company Secretary
Place: Bengaluru
Date: May 27, 2019

ANNEXURE II

To,

The Members

Prestige Estates Projects Limited,

The Falcon House, No.1 Main Guard Cross Road,

Bengaluru-560001.

My report of even date is to be read along with this letter.

MANAGEMENT'S RESPONSIBILITY

It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.

AUDITOR'S RESPONSIBILITY

1. My responsibility is to express an opinion on these secretarial records, standards and procedures followed by the Company with respect to secretarial compliances.

2. I believe that audit evidence and information obtained from the Company's management is adequate and appropriate for me to provide a basis for my opinion.

3. Wherever required, I have obtained the management's representation about the compliance of laws, rules and regulations and happening of events etc.

DISCLAIMER

The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Â	sd/-
Â	Nagendra D. Rao
Â	Practising Company Secretary
Â	Membership No. PCS - 5553
Â	Certificate of Practice -7731
Place: Bengaluru	543/A, 7th Main, 3rd Cross, S.L.Byrappa Road,
Date: May 27, 2019	Hanumanthnagar, Bengaluru -560 019.

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2019

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Â Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Prestige Estates Projects Limited,

The Falcon House, No.1 Main Guard Cross Road,

Bengaluru-560001.

I have conducted the secretarial audit of the compliance of the applicable statutory provisions and the adherence to good corporate practices by Prestige Estates Projects Limited (hereinafter called the company). Secretarial Audit was conducted in the manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Prestige Estates Projects

Limited books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the company, its officers, agents and authorized representatives during the conduct of the secretarial audit, thereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by Prestige Estates Projects Limited ("the Company") for the financial year ended on 31st March 2019 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) act, 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings [provisions of Overseas Direct Investment and External Commercial Borrowings are not applicable];

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,1992('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2015 and The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and any amendments from time to time [Not applicable as the Company has not issued any shares during the year under review];

(d) The Securities and Exchange Board of lndia(Share Based Employee Benefits) Regulations, 2014; [Not Applicable to the Company during the financial year under review],

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; [Not Applicable to the Company during the financial year under review]

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with clients [Not Applicable as the Company is not registered as Registrar to Issue and Share Transfer Agent during the financial year under review],

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 [Not Applicable as the Company has not delisted / propose to delist its equity shares From any stock exchange during the financial year under review]; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 and the Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 [Not Applicable as the Company has not bought back / propose to buyback any of its securities during the financial year under review],

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We have relied on the representation made by the company and its officers for systems and mechanism formed by the company for compliances under other applicable Acts, Laws and Regulations to the Company.

The Laws as are applicable specifically to the Company are as under:

a) Real Estate (Regulation & Development) Act, 2016.

b) Transfer of Property Act, 1882.

c) Indian Easements Act, 1882,

d) Registration Act, 1908,

e) The Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996,

f) Indian Stamp Act, 1899,

g) Karnataka Stamp Act, 1957,

h) The Land Acquisition Act, 1894

i) Karnataka Town and Country Planning Act, 1961

j) Bangalore Metropolitan Region Development Authority Act, 1985 and

k) Bangalore Development Authority Act, 1976.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India and made effective 1st july, 2015.

(ii) The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited.

(iii) The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I Further report that

The Board of Directors of the company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per the Minutes of the Board of Directors duly recorded and signed by the Chairman, the decisions were unanimous and no dissenting views were required to be recorded.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines except to the extent as mentioned hereunder:

1, Information as required under section 134(q)readwithrule5(1) (ii) and (ix) of the companies (Appointment and remuneration of Managerial personnel) Rules 2014, the remuneration details of Chief Executive Officer, Chief Financial Officer and Company Secretary has not been disclosed in the Board's Report.

2, The Company has not filed Cost Audit Report in eform CRA - 4 with the Ministry of Corporate Affairs for the Financial Year 2017-18,

3, The company has not appointed Woman Independent Director as required in pursuance to proviso to Regulation 17(1) (a) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018,

I further report that during the audit period, the company has passed following Special resolution which are having major bearing on the Company's Affairs in pursuance of the above referred Laws, Rules, Regulations, Guidelines, Standards, etc.

1. To issue Non-Convertible Debentures on a Private Placement basis up to Rs 3,50,00,00,000/- (Rupees Three Hundred Fifty Crores) only.

2. To Authorize the Board of Directors to borrow upto Rs 65,00,00,00,000/- (Rupees Six Thousand Five Hundred Crores) only.

3. To approve creation of charge/mortgage/Security on the assests of the Company upto Rs 65,00,00,00,000/- (Rupees Six Thousand Five Hundred Crores) only.

4. To approve increase in remuneration of Ms. Uzma Irfan, Director (DIN:01216604).

5. To approve increase in remuneration of Mr. Mohmed Zaid Sadiq, Executive Director- Liaison and Hospitality.

6. To approve increase in remuneration of Mr. Faiz Rezwan, Executive Director- Contracts and Projects.

7. To approve increase in remuneration of Mr. Zayd Noaman -Executive Director- CMD Office.

Â	sd/-
Â	Nagendra D. Rao
Â	Practising Company Secretary
Â	Membership No. PCS - 5553
Â	Certificate of Practice -7731
Place: Bengaluru	543/A, 7th Main, 3rd Cross, S.L.Byrappa Road,
Date: May 27, 2019	Hanumanthnagar, Bengaluru -560 019.

ANNEXURE III

ANNUAL REPORT ON CSR ACTIVITIES

Company's CSR policy & Committee

The Committee on Corporate Social Responsibility was constituted by the Board with following members:

1. Mr. Irfan Razack, Chairman of the Committee

2. Mr. Rezwan Razack, member of the Committee

3. Mr. Noor Ahmed Jaffer, member of the Committee

The Committee is entrusted with following roles and responsibilities:

â¢ To pursue shareholder value enhancement and societal value creation in a mutually emphasizing and synergistic manner through ethical, transparent, responsible and human conduct, and by staying in compliance with applicable laws.

â¢ To build cleaner and greener cities and to promote sustainability and strive for more efficient and effective use of energy and materials.

â¢ To eradicate hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water.

â¢ To promote education, including special education among children, women and the differently abled and to promote livelihood enhancement projects.

â¢ To promote gender equality, empowering women economically, supplementing primary education and participating in rural capacity building programmes and such other initiatives.

â¢ To ensure economic sustainability, ecological balance, protection of flora and fauna, animal welfare, conservation of natural resources and maintaining the quality of soil, air and water.

â¢ To protect national heritage, art, culture and to promote traditional arts and handicrafts.

â¢ To promote measures for the benefit of armed forces veterans, war widows and their dependents.

â¢ To promote nationally recognised sports and rural sports.

â¢ To promote such other activities towards betterment of the society.

Average Net Profit for last three years - Rs 4,149 mn Prescribed CSR Expenditure (2%) - Rs 83 mn Details of CSR Spend : Rs 54 mn

REASONS FOR NOT SPENDING PRESCRIBED CSR AMOUNT

As part of Swachh Bharat initiative, the Company has taken up a comprehensive community development and environment protection programme at Ulsoor lake, Bengaluru, From the Financial year 2016-17, which is spelt out in more detail in other sections of this Annual Report.

The Company is exploring more such long term communiity development programmes which are currently in planning stages. Further, evaluations of such programmes and way forward shall be decided. In view of this, the Company, this fiscal could not spend the entire 2% sum based on last three years average profits. The Company shall endevour to take up further programmes to fulfill its CSR Commitments in the years to come.

OUR CSR RESPONSIBILITY

We hereby confirm that the CSR Policy is approved by the Board and that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and policy of the Company

Â	sd/-
Place: Bengaluru	Irfan Razack
Date: May 27, 2019	Chairman - CSR Committee

SI. No	CSR Project/ Activity	Sector in which project is covered	Amount Outlay (Rs in Mn )	Amount Spent (Rs in Mn)	Manner of spend (Direct/ through agent)
1	Donations	Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation including contribution to Swach Bharat Kosh set up by the Central Government for the promotion of sanitization and making available safe drinking water.	18.00	17.59	Direct
2	Donations	promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects	15.00	13.45	Direct
3	Donations	promoting gender equality, empowering women, setting up homes and hostels for women and orphans, setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups.	5.00	4.38	Direct
4	Donations	Donations to Trusts	3.00	2.58	Direct
5	Donations	Promoting economic Sustainability, Ecological balance, protection of flaura and fauna, animal welfare, conservation of natural resources and maintaining the quality of soil and water	20.00	16.00	Direct
Â	Total	Â	61.00	54.00	Â

ANNEXURE IV

1. PARTICULARS OF EMPLOYEES

a) Information as per Section 134 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Names of Director/ KMP	Designation	Remuneration FY 17-18	Remuneration FY 18-19	% Increase in Remuneration FV 18 Vs FY19	Ratio of Remuneration of Employees in FY18
Irfan Razack	Chairman & Managing Director	6,40,00,000	6,40,00,000	0.0%	0.03
Rezwan Razack	Joint Managing Director	6,40,00,000	6,40,00,000	0.0%	0.03
Noaman Razack	Wholetime Director	54,00,000	54,00,000	0.0%	0.12
Uzma Irfan	Director	40,00,000	60,00,000	50.0%	0.17

The Median remuneration of employees in the financial year 2017-18 is Rs 6,04,340/- and Financial year 2018-19 is Rs 6,62,103/-Percentage increase (decrease) in the median of employees in the financial year 2018-19 is 9.6% Number of permanent employees on the rolls of the Company as on 31st March 2019 is 994.

ANNEXURE V

FORM NO. MGT-9

EXTRACT OF ANNUAL RETURN As on the financial year ended on March 31, 2019

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i.	CIN	L07010KA1997PLC022322
ii.	Registration Date	04/06/1997
iii.	Name of the Company	Prestige Estates Projects Limited
iv.	Category /Sub-Category of the Company	Public Company/ Limited by shares
V.	Address of the Registered office and contact details	The Falcon House,
		No. 1, Main Guard Cross Road
		Bengaluru -560001
		Email: [email protected]
		Tel. No: +91 80 25591080
		Fax No: +91 8025591945
vi.	Whether listed company	Yes
vii.	Name, Address and Contact details of Registrar and Transfer Agent, if any	Link Intime India Private Limited
		C 101, 247 Park, L B.S.Marg
		Vikhroli West
		Mumbai- 400083
		Maharashtra, India
		Tel. no: +91-22-49186270
		Fax no: +91-22-49186060
		E-mail- [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

SI. No.	Name and Description of main products/ services	NIC Code of the Product/ service	% to total turnover of the company
1	Development and construction of Properties	410 - Construction of Buildings	65%
2	Leasing of commercial properties	681 - Real estate activities with own or leased property	19%
3	Share of profit from partnership firms (net)- Subsidiaries	663- Fund Management Activities	12%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SI. No.	Name And Address Of The Company	CIN/GLN	Holding/ Subsidiary /Associate	% of shares held	Applicable Section
1.	Prestige Exora Business Parks Limited The Falcon House, No.1 Main Guard Cross Road Bengaluru -560 001	U72900KA2003PLC032050	Subsidiary	100.00%	2(87)
2.	Cessna Garden Developers Private Limited The Falcon House, No.1 Main Guard Cross Road Bengaluru - 560001	U85110KA1995PTC018755	Subsidiary	85.00%	2(87)
3.	Prestige Construction Ventures Private Limited The Falcon House, No.1 Main Guard Cross Road Bengaluru -560 001	U70101KA2007PTC041666	Subsidiary	100.00%	2(87)

ANNEXURE V

SI. No.	Name And Address Of The Company	CIN/GLN	Holding/ Subsidiary /Associate	% of shares held	Applicable Section
4.	Prestige Mangalore Retail Ventures Private Limited The Falcon House, No.1 Main Guard Cross Road Bengaluru -560001	U70109KA2007PTC044794	Subsidiary	100.00%	2(87)
5.	Prestige Mysore Retail Ventures Private Limited The Falcon House, No.1 Main Guard Cross Road Bengaluru -560001	U70200KA2007PTC044784	Subsidiary	100.00%	2(87)
6.	Prestige Retail Ventures Limited The Falcon House, No.1 Main Guard Cross Road Bengaluru -560001	U45200KA2017PLC104527	Subsidiary	100.00%	2(87)
7.	Prestige Hospitality Ventures Limited The Falcon House, No.1 Main Guard Cross Road Bengaluru -560001	U45500KA2017PLC109059	Subsidiary	100.00%	2(87)
8.	ICBI (India) Private Limited The Falcon House, No.1 Main Guard Cross Road Bengaluru -560001	U85110KA1945PTC000374	Subsidiary	82.57%	2(87)
9.	Prestige Builders and Developers Private Limited The Falcon House, No.1 Main Guard Cross Road Bengaluru -560001	U45201KA2007PTC043550	Subsidiary	100.00%	2(87)
10.	Prestige Projects Private Limited The Falcon House, No.1 Main Guard Cross Road Bengaluru -560001	U45201KA2008PTC046784	Subsidiary	100.00%	2(87)
11.	Prestige Shantiniketan Leisures Private Limited The Falcon House, No.1 Main Guard Cross Road Bengaluru -560001	U70101KA2007PTC041737	Subsidiary	100.00%	2(87)
12.	K2K Infrastructure (India) Private Limited H. No. 8-2-472/D/4/324, level 1, Merchant Towers Banjarahills, Road No. 4 Hyderabad- 500082	U45200TG2007PTC054531	Subsidiary	75.00%	2(87)
13.	Sai Chakra Hotels Private Limited The Falcon House, No.1, Main Guard Cross Road Bengaluru-560001	U55100KA2011PTC061656	Subsidiary	100.00%	2(87)
14.	Prestige Leisure Resorts Private Limited The Falcon House, No.1 Main Guard Cross Road Bengaluru -560001	U85110KA1998PTC023921	Subsidiary	57.45%	2(87)
15.	Prestige Falcon Retail Ventures Private Limited The Falcon House, No.1, Main Guard Cross Road Bengaluru-560001	U52300KA2012PTC066185	Subsidiary	100.00%	2(87)
16.	Prestige Amusements Private Limited The Falcon House, No.1 Main Guard Cross Road Bengaluru -560001	U85110KA1998PTC023922	Subsidiary	51.02%	2(87)
17.	Avyakth Cold Storages Private Limited No. 902, 9th A Cross, 6th Main, West of Chord Road, 2nd Stage Bengaluru -560086	U63020KA2010PTC055088	Subsidiary	100.00%	2(87)
18.	Dollars Hotel & Resorts Private Limited The Falcon House, No.1 Main Guard Cross Road Bengaluru-560001	U55101KA2004PTC034873	Subsidiary	65.92%	2(87)
19.	Prestige Garden Resorts Private Limited The Falcon House, No.1 Main Guard Cross Road Bengaluru - 560001	U85110KA1996PTC020094	Subsidiary	100.00%	2(87)
20.	Northland Holding Company Private Limited The Falcon House, No.1 Main Guard Cross Road Bengaluru-560001	U45202KA2009PTC0493 45	Subsidiary	100.00%	2(87)
21.	Prestige Sterling Infraprojects Private Limited The Falcon House, No.1 , Main Guard Cross Road, Bangalore - 560001	U70102KA2007PTC042498	Subsidiary	80.00%	2(87)
22.	Prestige Bidadi Holdings Private Limited The Falcon House, No.1 Main Guard Cross Road Bengaluru-560001	U45201KA2007PTC041392	Subsidiary	99.94%	2(87)
23.	Village-De-Nandi Private Limited The Falcon House, No.1 Main Guard Cross Road Bengaluru - 560001	U55101KA1994PTC016245	Subsidiary	100.00%	2(87)
24.	Prestige Mall Management Private Limited The Falcon House, No.1, Main Guard Cross Road, Bengaluru-560001	U74140KA2008PTC047968	Subsidiary	100.00%	2(87)
25.	Apex Realty Management Private Limited The Falcon House, No.1, Main Guard Cross Road, Bangalore- 560001	U45200KA2018PTC119740	Subsidiary	60.00%	2(87)
26.	Prestige Garden Constructions Private Limited The Falcon House, No.1 Main Guard Cross Road Bengaluru-560001	U70100KA1996PTC020294	Subsidiary	100.00%	2(6)
27.	Flicker Projects Private Limited The Falcon House, No.1, Main Guard Cross Road Bengaluru -560001	U45400KA2007PTC069087	Subsidiary	100.00%	2(87)
28.	Vijaya Productions Private Limited No.183, NSK Salai.Vadapalani, Chennai- 600026	U92490TN1949PTC003211	Associate	50.00%	2(6)
29.	Dashanya Tech Parkz Private Limited No. 2/1, Embassy Vogue, Palace Road, Vasanthnagar Bengaluru -560052	U45201KA2012PTC063057	Associate	49.00%	2(6)
30.	Thomsun Realtors Private Limited No. 40/9451, "Thomsun Annex", Achutha Warrier Lane, M.G. Road, Ernakulam - 682035	U70101KL2005PTC017821	Associate	50.00%	2(6)
31.	Babji Realtors Private Limited Level - 1, Merchant Towers Banjara Hills, Road No.-4 HyderabadTelangana-500082	U45200TG2004PTC044734	Associate	49.00%	2(6)
32.	City Properties Maintenance Company Bangalore Limited UB Tower, Level -1, Basement floor, UB City, No.24, Vittal Mallya Road Bengaluru-560001	U74930KA2006PLC039816	Associate	45.00%	2(6)

ANNEXURE V

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding

Category of Shareholders	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				% Change during the year
Category of Shareholders	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	% Change during the year
A. Promoter	Â	Â	Â	Â	Â	Â	Â	Â	Â
1) Indian	Â	Â	Â	Â	Â	Â	Â	Â	Â
a) Individual/HUF	37500000	-	37500000	10.00	37500000	-	37500000	10.00	-
b) Central Govt		-	-	-	-	-	-	-	-
c) State Govt(s)	-	-	-	-	-	-	-	-	-
d) Bodies Corp	-	-	-	-	-	-	-	-	-
e) Banks/FI	-	-	-	-	-	-	-	-	-
f] Any Other	-	-	-	-	-	-	-	-	-
Razack Family Trust	225000000	-	225000000	60.00	225000000	-	225000000	60.00	-
Sub-total(A)(1):-	262500000	-	262500000	70.00	262500000	-	262500000	70.00	-
2) Foreign	-	-	-	-	-	-	-	-	-
a) NRIs-lndividuals	-	-	-	-	-	-	-	-	-
b) Other-Individuals	-	-	-	-	-	-	-	-	-
c) Bodies Corp.	-	-	-	-	-	-	-	-	-
d) Banks/FI	-	-	-	-	-	-	-	-	-
e) Any Other....	-	-	-	-	-	-	-	-	-
Sub-total(A)(2):-	-	-	-	-	-	-	-	-	-
Total Shareholding of Promoter (A) = (A) (1) + (A) (2)	262500000	-	262500000	70.00	262500000	-	262500000	70.00	-
B. Public Shareholding	Â	Â	Â	Â	Â	Â	Â	Â	Â
1. Institutions	Â	Â	Â	Â	Â	Â	Â	Â	Â
a) Mutual Funds	5552005	-	5552005	1.4805	14424215	-	14424215	3.8465	2.3660
b) Banks/FI	117459	-	117459	0.0313	8925	-	8925	0.0024	-0.0289
c) Venture Capital Funds	-	-	-	-	-	-	-	-	-
d) Alternate Investment Funds	-	-	-	-	-	-	-	-	-
e) Foreign Venture Capital Investors	-	-	-	-	-	-	-	-	-
f) Insurance Companies	-	-	-	-	-	-	-	-	-
g) Provident Funds/Pension Funds	-	-	-	-	-	-	-	-	-
h) Foreign Portfolio Investor	102477772	-	102477772	27.3274	93182988	-	93182988	24.8488	-2.4786
i) Others (specify)	-	-	-	-	-	-	-	-	-
Sub-total(B)(1)	108147236	-	108147236	28.8393	107814930	-	107814930	28.7506	-0.0887
2. Central Government/State Government(s)/President of lndia	Â	Â	Â	Â	Â	Â	Â	Â	Â
Central Government/State Government(s)	-	-	-	0.000	749	-	749	0.0002	0.0002
Sub Total (B) (2)	-	-	-	0.000	749	-	749	0.0002	0.0002
3. Non Institutions	Â	Â	Â	Â	Â	Â	Â	Â	Â
a) Individuals	Â	Â	Â	Â	Â	Â	Â	Â	Â
(i) Individual shareholders holding nominal share capital upto Rs 1 lakh	1834938	3	1834938	0.4893	2161096	16	2161112	0.5763	0.0870
(ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh	881688	Â	881688	0.2351	649470	Â	649470	0.1732	-000619
b) NBFCs registered with RBI	-	-	-	0.0000	381572	-	381572	0.1018	0.1018
b) Overseas Depositories (holding DRs) (Balancing Figure)	Â	Â	Â	Â	Â	Â	Â	Â	Â
c) Others(Specify)	Â	Â	Â	Â	Â	Â	Â	Â	Â
Trusts	4690	-	4690	0.0013	4690	-	4690	0.0013	0.0000
Foreign Nationals	500	-	500	0.0001	500	-	500	0.0001	0.0000
Hindu Undivided Family	44872	-	44872	0.0120	65737	-	65737	0.0175	0.0055
Non Resident lndians(Non Repat)	35709	-	35709	0.0095	55434	-	55434	0.0148	0.0053
Non Resident Indians(Repat)	54974	-	54974	0.0147	93683	-	93683	0.0250	0.0103
Clearing members	122744	-	122744	0.0327	182180	-	182180	0.0486	0.0159
Bodies Corporate	1372646	-	1372646	0.3660	1089943	-	1089943	0.2907	-0.0753
Sub-total(B)(3)	4352761	3	4352764	1.1607	4684305	16	4684321	1.2492	0.0885
Total Public Shareholding(B)=(B) (1)+(B)(2)+(B)(3)	112499997	3	112500000	30.0000	112499984	16	112500000	30.0000	0.00
Total (A)+(B)	37499997	3	375000000	100.0000	374999984	16	375000000	100.0000	0
C) Non Promoter- Non Public	Â	Â	Â	Â	Â	Â	Â	Â	Â
1) Custodian/DR Holder	-	-	-	-	-	-	-	-	-
2) Employee Benefit Trust (under SEBI (Share based Employee Benefit) Regulations, 2014)	Â	Â	Â	Â	Â	Â	Â	Â	Â
Total (A+B+C)	374999997	3	375000000	100.00	374999984	16	375000000	100.00	Â

Shares held in the name of Trustees i.e. Mr. Irfan Razack, Mr. Rezwan Razack and Mr. Noaman Razack

ii. Shareholding of Promoters

SI. No	Shareholder's Name	Shareholding at the beginning of the year			Shareholding at the end of the year			% change in shareholding during the year
SI. No	Shareholder's Name	No. of Shares	% of total Shares of the company	% of Shares Pledged/ encumbered to total shares	No. of Shares	% of total Shares of the company	% of Shares Pledged / encumbered to total shares	% change in shareholding during the year
1	Mr. Irfan Razack	9375000	2.50	0	9375000	2.50	0	-
2	Mr. Rezwan Razack	9375000	2.50	0	9375000	2.50	0	-
3	Mr. Noaman Razack	9375000	2.50	0	9375000	2.50	0	-
4	Mrs. Almas Rezwan	2343750	0.63	0	2343750	0.63	0	-
5	Mrs. Badrunissa Irfan	2343750	0.63	0	2343750	0.63	0	-
6	Mrs. Sameera Noaman	2343750	0.63	0	2343750	0.63	0	-
7	Ms. Uzma Irfan	782250	0.21	0	782250	0.21	0	-
8	Mr. Faiz Rezwan	780750	0.20	0	780750	0.20	0	-
9	Mr. Zayd Noaman	780750	0.20	0	780750	0.20	0	-
10	M/s. Razack Family Trust*	225000000	60.00	0	225000000	60.00	0	-
Â	Grand Total	262500000	70.00	0	262500000	70.00	0	-

'Shares held in the name of Trustees i.e. Mr. Irfan Razack, Mr. Rezwan Razackand Mr. Noaman Razack

iii. Change in Promoters' Shareholding (please specify, if there is no change)

SI. No	Shareholding at the beginning of the year		Cumulative Shareholding during the year
SI. No	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1. Mr. Irfan Razack
At the beginning of the year	9375000	2.50	9375000	2.50
transfer on 31.03.2019	-	-	-	-
At the End of the year	9375000	2.50	9375000	2.50
2. Mr. Rezwan Razack
At the beginning of the year	9375000	2.50	9375000	2.50
transfer on 31.03.2019	-	-	-	-
At the End of the year	9375000	2.50	9375000	2.50

ANNEXURE V

SI. No	Â	Shareholding at the beginning of the year		Cumulative Shareholding during the year
SI. No	Â	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
3.	Mr. Noaman Razack	Â	Â	Â	Â
	At the beginning of the year	9375000	2.50	9375000	2.50
	transfer on 31.03.2019	-	-	-	-
	At the End of the year	9375000	2.50	9375000	2.50
4.	Mrs. Almas Rezwan	Â	Â	Â	Â
	At the beginning of the year	2343750	0.63	2343750	0.63
	transfer on 31.03.2019	-	-	-	-
	At the End of the year	2343750	0.63	2343750	0.63
5.	Mrs. Badrunissa Irran	Â	Â	Â	Â
	At the beginning of the year	2343750	0.63	2343750	0.63
	transfer on 31.03.2019	-	-	-	-
	At the End of the year	2343750	0.63	2343750	0.63
6.	Mrs. Sameera Noaman	Â	Â	Â	Â
	At the beginning of the year	2343750	0.63	2343750	0.63
	transfer on 31.03.2019	-	-	-	-
	At the End of the year	2343750	0.63	2343750	0.63
7.	Mrs. Uzma Irfan	Â	Â	Â	Â
	At the beginning of the year	782250	0.21	782250	0.21
	transfer on 31.03.2019	-	-	-	-
	At the End of the year	782250	0.21	782250	0.21
8.	Mr. Faiz Rezwan	Â	Â	Â	Â
	At the beginning of the year	780750	0.20	780750	0.20
	transfer on 31.03.2019	-	-	-	-
	At the End of the year	780750	0.20	780750	0.20
9.	Mr. Zayd Noaman	Â	Â	Â	Â
	At the beginning of the year	780750	0.20	780750	0.20
	transfer on 31.03.2019	-	-	-	-
	At the End of the year	780750	0.20	780750	0.20
10.	M/s. Razack Family Trust	Â	Â	Â	Â
	At the beginning of the year	225000000	60.00	225000000	60.00
	transfer on 31.03.2019	-	-	-	-
	At the End of the year	225000000	60.00	225000000	60.00

iv. Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDR's and ADR's):

SI. No	Name of the Shareholders	Shareholding at the beginning of the year		Cumulative Shareholding during the year
Â	Name of the Shareholders	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1	GOVERNMENT OF SINGAPORE	Â	Â	Â	Â
Â	At the beginning of the year	18555583	4.9482	18555583	4.9482
Â	Purchase on 10 Aug 2018	423828	0.1130	18979411	5.0612
Â	Purchase on 17 Aug 2018	131063	0.0349	19110474	5.0961
Â	Purchase on 24 Aug 2018	32806	0.0087	19143280	5.1049
Â	Purchase on 31 Aug 2018	3123	0.0008	19146403	5.1057
Â	Sale on 05 Oct 2018	(37634)	-0.0100	19108769	5.0957
Â	Sale on 12 0ct 2018	(172362)	-0.0459	18936407	5.0497
Â	Sale on 19 Oct 2018	(138736)	-0.0369	18797671	5.0127
Â	Sale on 26 Oct 2018	(73428)	-0.0195	18724243	4.9931
Â	Sale on 02 Nov 2018	(81727)	-0.0217	18642516	4.9713
Â	Sale on 09 Nov 2018	(40066)	-0.0106	18602450	4.9607
Â	Sale on 16 Nov 2018	(4732)	-0.0012	18597718	4.9594
Â	Sale on 23 Nov 2018	(10000)	-0.0026	18587718	4.9567
Â	Sale on 30 Nov 2018	(207898)	-0.0554	18379820	4.9013
Â	Sale on 07 Dec 2018	(117046)	-0.0312	18262774	4.8701
Â	Sale on 11 Jan 2019	(63924)	-0.0170	18198850	4.8530
Â	Sale on 18 Jan 2019	(22895)	-0.0061	18175955	4.8469
Â	Sale on 25 Jan 2019	(150420)	-0.0401	18025535	4.8068
Â	Sale on 01 Feb 2019	(2850)	-0.0007	18022685	4.8060
Â	Sale on 08 Feb 2019	(2350)	-0.0006	18020335	4.8054
Â	Sale on 15 Feb 2019	(418617)	-0.1116	17601718	4.6938
Â	Purchase on 29 Mar 2019	537487	0.1433	18139205	4.8371
Â	At the End of the year	Â	Â	18139205	4.8371
2	EAST BRIDGE CAPITAL MASTER FUND LIMITED	Â	Â	Â	Â
Â	At the beginning of the year	13027493	3.4740	13027493	3.4740
Â	At the End of the year	Â	Â	13027493	3.4740
3	L&T MUTUAL FUND TRUSTEE LIMITED- L&T EMERGING BUSINESSES FUND	Â	Â	Â	Â
Â	At the beginning of the year	3063498	0.8169	3063498	0.8169
Â	Purchase on 13 Apr 2018	1210	0.0003	3064708	0.8173
Â	Purchase on 15 Jun 2018	50436	0.0134	3115144	0.8307
Â	Sale on 22 Jun 2018	(765000)	-0.2040	2350144	0.6267
Â	Sale on 31 Aug 2018	(119892)	-0.0319	2230252	0.5947
Â	Purchase on 11 Jan 2019	593025	0.1581	2823277	0.7529
Â	Purchase on 18 Jan 2019	150000	0.0400	2973277	0.7929
Â	Purchase on 25 Jan 2019	434268	0.1158	3407545	0.9087
Â	Purchase on 01 Feb 2019	400000	0.1066	3807545	1.0153
Â	Purchase on 08 Feb 2019	750000	0.2000	4557545	1.2153
Â	Purchase on 15 Feb 2019	134637	0.0359	4692182	1.2512
Â	Purchase on 01 Mar 2019	100170	0.0267	4792352	1.2780
Â	Purchase on 08 Mar 2019	166400	0.0443	4958752	1.3223
Â	Purchase on 22 Mar 2019	480048	0.1280	5438800	1.4503
Â	Purchase on 29 Mar 2019	74294	0.0198	5513094	1.4702
Â	At the end of the year	Â	Â	5513094	1.4702
4	GOLDMAN SACHS INDIA LIMITED	Â	Â	Â	Â
Â	At the beginning of the year	5396365	1.4390	5396365	1.4390
Â	Sale on 12 0ct 2018	(317909)	-0.0847	5078456	1.3543
Â	At the End of the year	Â	Â	5078456	1.3543
5	MONETARY AUTHORITY OF SINGAPORE	Â	Â	Â	Â
Â	At the beginning of the year	4780656	1.2748	4780656	1.2748
Â	Purchase on 04 May 2018	51189	0.0136	4831845	1.2885
Â	Purchase on 10 Aug 2018	124505	0.0332	4956350	1.3217
Â	Purchase on 17 Aug 2018	38502	0.0102	4994852	1.3320
Â	Purchase on 24 Aug 2018	9638	0.0025	5004490	1.3345
Â	Purchase on 31 Aug 2018	917	0.0002	5005407	1.3348
Â	Purchase on 26 Oct 2018	15447	0.0041	5020854	1.3389
Â	Sale on 11 Jan 2019	(86552)	-0.0230	4934302	1.3158
Â	Sale on 18 Jan 2019	(11862)	-0.0031	4922440	1.3127
Â	Sale on 25 Jan 2019	(77933)	-0.0207	4844507	1.2919
Â	Sale on 01 Feb 2019	(1477)	-0.0003	4843030	1.2915
Â	Sale on 08 Feb 2019	(842)	-0.0002	4842188	1.2913
Â	Sale on 15 Feb 2019	(149982)	-0.0399	4692206	1.2513
Â	Purchase on 22 Mar 2019	57665	0.0153	4749871	1.2666
Â	Purchase on 29 Mar 2019	163043	0.0434	4912914	1.3101
Â	At the End of the year	Â	Â	4912914	1.3101
6	JASMINE CAPITAL INVESTMENTS PTE LTD	Â	Â	Â	Â
Â	Purchase on 20 Jul 2018	3946000	Â	3946000	1.0523
7	EAST BRIDGE CAPITAL MASTER FUND I LTD	Â	Â	Â	Â
Â	At the beginning of the year	0	0.00	0	0.00
Â	Purchase on 08 Jun 2018	4027	0.0010	4027	0.0011
Â	Purchase on 19 0ct 2018	712216	0.1899	712216	0.1910
Â	Purchase on 30 Nov 2018	1954998	0.5213	2671241	0.7123
Â	Purchase on 07 Dec 2018	1841	0.0004	2673082	0.7128
Â	Purchase on 15 Mar 2019	1000000	0.2666	3673082	0.9795
Â	At the End of the year	Â	Â	3673082	0.9795
8	HSBC GLOBAL INVESTMENT FUNDS - INDIAN EQUITY	Â	Â	Â	Â
Â	At the beginning of the year	2996180	0.7990	2996180	0.7990
Â	Purchase on 18 May 2018	194808	0.0519	3190988	0.8509
Â	Purchase on 08 Jun 2018	7913	0.0021	3198901	0.8530
Â	Purchase on 12 0ct 2018	71777	0.0191	3270678	0.8722
Â	Sale on 22 Mar 2019	(292686)	-0.0780	2977992	0.7941
Â	Sale on 29 Mar 2019	(31920)	-0.0085	2946072	0.7856
Â	At the End of the year	Â	Â	2946072	0.7856
9	DSP EQUITY OPPORTUNITIES FUND	Â	Â	Â	Â
Â	At the beginning of the year	1000000	0.2667	1000000	0.2667
Â	Sale on 01 Jun 2018	(32637)	-0.0087	967363	0.2580
Â	Sale on 30 Jun 2018	(967363)	-0.2579	0	0.0000
Â	Purchase on 17 Aug 2018	10092	0.0026	10092	0.0027
Â	Purchase on 24 Aug 2018	15409	0.0041	25501	0.0068
Â	Purchase on 07 Sep 2018	33909	0.0090	59410	0.0158
Â	Purchase on 15 Mar 2019	570000	0.1520	629410	0.1678
Â	Purchase on 22 Mar 2019	2518563	0.6716	3147973	0.8395
Â	Sale on 29 Mar 2019	(405353)	-0.1080	2742620	0.7314
Â	At the End of the year	Â	Â	2742620	0.7314
10	GOLDMAN SACHS FUNDS - GOLDMAN SACHS EMERGING MARKETS EQUITY PORTFOLIO	Â	Â	Â	Â
Â	At the beginning of the year	2550602	0.6802	2550602	0.6802
Â	Purchase on 06 Apr 2018	25117	0.0066	2575719	0.6869
Â	Purchase on 13 Apr 2018	34856	0.0092	2610575	0.6962
Â	At the End of the year	Â	Â	2610575	0.6962
11	NORDEA 1 SICAV - ASIAN FOCUS EQUITY FUND	8363120	2.2302	8363120	2.2302
Â	Sale on 13 Apr 2018	(5408)	-0.0014	8357712	2.2287
Â	Sale on 20 Apr 2018	(14123)	-0.0037	8343589	2.2250
Â	Sale on 11 May 2018	(400000)	-0.1066	7943589	2.1183
Â	Sale on 18 May 2018	(196016)	-0.0522	7747573	2.0660
Â	Sale on 01 Jun 2018	(94484)	-0.0251	7653089	2.0408
Â	Sale on 08 Jun 2018	(309937)	-0.0826	7343152	1.9582
Â	Sale on 24 Aug 2018	(60905)	-0.0162	7282247	1.9419
Â	Sale on 31 Aug 2018	(32877)	-0.0087	7249370	1.9332
Â	Sale on 11 Jan 2019	(416909)	-0.1111	6832461	1.8220
Â	Sale on 18 Jan 2019	(250000)	-0.0666	6582461	1.7553
Â	Sale on 01 Feb 2019	(35265)	-0.0094	6547196	1.7459
Â	Sale on 08 Feb 2019	(132217)	-0.0352	6414979	1.7107
Â	Sale on 15 Feb 2019	(502990)	-0.1341	5911989	1.5765
Â	Sale on 08 Mar 2019	(545489)	-0.1454	5366500	1.4311
Â	Sale on 15 Mar 2019	(3320874)	-0.8855	2045626	0.5455
Â	Sale on 22 Mar 2019	(1834601)	-0.4892	211025	0.0563
Â	Sale on 29 Mar 2019	(125252)	-0.0334	85773	0.0229
Â	AT THE END OF THE YEAR	Â	Â	85773	0.0229
12	CINNAMON CAPITAL LIMITED	3946000	1.0523	3946000	1.0523
Â	Sale on 20 Jul 2018	(3946000)	Â	0	0
Â	AT THE END OF THE YEAR	Â	Â	0	0

The Following Directors, Chief Financial Officer and Company Secretary did not hold any shares during the financial year 2018-19:

Mr.Jagdeesh Reddy, Independent Director

Dr. Ranganath Pangal Nayak, Independent Director

Mr. Biji George Koshy, Independent Director

Mr. Noor Ahmed Jaffer, Independent Director

Mr. VV B S Sarma, Chief Financial Officer

SI. No	Name of the Shareholders	Shareholding at the beginning of the year		Cumulative Shareholding during the year
SI. No	Name of the Shareholders	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
13	AMUNDI FUNDS SBI FM EQUITY INDIA	2350000	0.6267	2350000	0.6267
Â	Sale on 22 Feb 2019	(57658)	-0.0153	2292342	0.6113
Â	Sale on 01 Mar 2019	(747845)	-0.1994	1544497	0.4119
Â	Sale on 08 Mar 2019	(317560)	-0.0846	1226937	0.3272
Â	Sale on 15 Mar 2019	(1091598)	-0.2910	135339	0.0361
Â	Sale on 22 Mar 2019	(135339)	-0.0360	0	0.0000
Â	AT THE END OF THE YEAR	Â	Â	0	0.0000

v. Shareholding of Directors and Key Managerial Personnel):

SI. No	Name of the Directors and KMP	Shareholding at the beginning of the year		Cumulative Shareholding during the year
SI. No	Name of the Directors and KMP	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1.	Mr. Irfan Razack, Chairman and Managing Director	Â	Â	Â	Â
Â	At the beginning of the year	9375000	2.50	9375000	2.50
Â	Transfer as on 31.03.2019	-	-	-	-
Â	At the End of the year	9375000	2.50	9375000	2.50
2.	Mr. Rezwan Razack, Joint Managing Director	Â	Â	Â	Â
Â	At the beginning of the year	9375000	2.50	9375000	2.50
Â	Transfer as on 31.03.2019	-	-	-	-
Â	At the End of the year	9375000	2.50	9375000	2.50
3.	Mr. Noaman Razack, Whole time Director	Â	Â	Â	Â
Â	At the beginning of the year	9375000	2.50	9375000	2.50
Â	Transfer as on 31.03.2019	-	-	-	-
Â	At the End of the year	9375000	2.50	9375000	2.50
4.	Mrs. Uzma Irfan, Director	Â	Â	Â	Â
Â	At the beginning of the year	782250	0.21	782250	0.21
Â	Transfer on 31.03.2019	-	-	-	-
Â	At the End of the year	782250	0.21	782250	0.21
5.	Mr. Venkat K Narayana, Chief Executive Officer	Â	Â	Â	Â
Â	At the beginning of the year	27200	0.00	27200	0.00
Â	Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):	NIL	NIL	NIL	NIL
Â	At the End of the year	27200	0.00	27200	0.00

ANNEXURE V

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Â	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year	Â	Â	Â	Â
i) Principal Amount	36,999	3,401	-	40,400
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	200	463	-	663
Total (i+ii+iii)	37,199	3,864	-	41,063
Change in Indebtedness during the financial year	Â	Â	Â	Â
-Addition	6,210	1,474	-	7,684
- Reduction	-	-	-	-
Net Change	6,210	1,474	-	7,684
Indebtedness at the end of the financial year	Â	Â	Â	Â
i) Principal Amount	42,734	4,980	-	47,714
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	675	358	-	1,033
Total (i+ii+iii)	43,409	5,338	-	48,747

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

SI. No.	Particulars of Remuneration	Mr. Irfan Razack, Chairman & Managing Director	Mr. Rezwan Razack, Joint Managing Director	Mr. Noaman Razack, Wholetime Director	Ms.Uzma Irfan, Director	Total Amount (Rs)
1.	Gross salary	Â	Â	Â	Â	Â
Â	(a) Salary as per provisions contained in section17(1) of the Income-tax Act, 1961	6,40,00,000	6,40,00,000	54,00,000	60,00,000	13,94,00,000
Â	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	-	-	-	-	-
Â	(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961	Â	Â	Â	Â	Â
2.	Stock Option	0	0	0	0	0
3.	Sweat Equity	0	0	0	0	0
4.	Commission	Â	Â	Â	Â	Â
Â	-as % of profit	Â	Â	Â	Â	Â
Â	- others, specify..	0	0	0	0	0
5.	Others, please specify	Â	0	0	0	0
Â	Total (A)	6,40,00,000	6,40,00,000	54,00,000	60,00,000	13,94,00,000
Â	Ceiling as per the Act 10% of the Net Profits of the Company calculated as per section 198 of the Companies Act, 2013 i.e. Rs 291 million

B. Remuneration to other directors:

SI. No.	Particulars of Remuneration	Mr. Jagdeesh Reddy, Independent Director	Dr. Ranganath Pangal Nayak, Independent Director	Mr. Biji George Koshy, Independent Director	Mr. Noor Ahmed Jaffer, Independent Director	Total Amount
1.	Independent Directors	5,00,000	3,75,000	5,00,000	4,00,000	17,75,000
Â	Fee for attending board committee meetings	Â	Â	Â	Â	Â
Â	- Commission	Â	Â	Â	Â	Â
Â	- Others, please specify	Â	Â	Â	Â	Â
Â	Total (1)	5,00,000	3,75,000	5,00,000	4,00,000	17,75,000
2.	Other Non-Executive Directors	Â	Â	Â	Â	Â
Â	Fee for attending board committee meetings	Â	Â	Â	Â	Â
Â	- Commission	Â	Â	Â	Â	Â
Â	- Others, please specify -Remuneration	NA	NA	NA	NA	NA
Â	Total (2)	NA	NA	NA	NA	NA
Â	Total (B) = (1+2)	5,00,000	3,75,000	5,00,000	4,00,000	17,75,000
Â	Total Managerial Remuneration	Â	Â	Â	Â	14,11,75,000
Â	Over all Ceiling as per the Act	Overall Managerial Remuneration:11% of the Net Profits of the Company calculated as per Section 198 of the Companies Act, 2013, i.e. Rs 320 million Non- Executive Directors: 1% of the Net Profits of the Company calculated as per section 198 of the Companies Act, 2013 i.e.Rs 29 million

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type	Â	Section of the companies Act	Brief description	Details of Penalty/ Punishment/ Compounding fees imposed	Authority [RD/ NCLT/ Court]	Appeal made. If any (give details)
A.	COMPANY	Â	Â	Â	Â	Â
Â	Penalty	Â	Â	NIL	Â	Â
Â	Punishment
Â	Compounding
B.	DIRECTORS	Â	Â	Â	Â	Â
Â	Penalty	Â	Â	NIL	Â	Â
Â	Punishment
Â	Compounding
C.	OTHER OFFICERS IN DEFAULT	Â	Â	Â	Â	Â
Â	Penalty	Â	Â	NIL	Â	Â
Â	Punishment
Â	Compounding

ANNEXURE VI

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arm's length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm's length basis.

SL. No.	Particulars	Details
a)	Name(s) of the related party & nature of relationship	There are no transactions.
b)	Nature of con tracts/arrangements/transaction
c)	Duration of the contracts/arrangements/transaction
d)	Salient terms of the contracts or arrangements or transaction including the value, if any
e)	Justification for entering into such contracts or arrangements or transactions'
f)	Date of approval by the Board
9)	Amount paid as advances, if any
h)	Date on which the special resolution was passed in General meeting as required under first proviso to section 188

2. Details of contracts or arrangements or transactions at Arm's length basis.

SL. No.	Particulars	Details
a)	Name(s) of the related party & nature of relationship	All transactions are in ordinary course of business and at arm's length.
b)	Nature of con tracts/arrangements/transaction
c)	Duration of the contracts/arrangements/transaction
d)	Salient terms of the contracts or arrangements or transaction including the value, if any
e)	Date of approval by the Board
f)	Amount paid as advances, if any
*Please refer Annexure I to Note No 51 of Notes Forming part of the Financial Statements.

For and on behalf of the board of Prestige Estates Projects Limited	Â
sd/-	sd/-
Irfan Razack	Rezwan Razack
Chairman & Managing Director	Joint Managing Director
sd/-	sd/-
Venkat K Narayana	VVBSSarma
Chief Executive Officer	Chief Financial Officer
sd/-	Â
Manoj Krishna JV	Â
Company Secretary	Â
Place: Bengaluru	Â
Date: May 27 2019	Â

Mar 31, 2018

To the Members,

PERFORMANCE OF YOUR COMPANY:

1. FINANCIAL HIGHLIGHTS

(Rs.in million)

Particulars	Standalone Results		Consolidated Results
Particulars	FY 2017-2018	FY 2016-2017	FY 2017-2018	FY 2016-2017*
Income
Revenue from Operations	29,925	21,764	54,986		47,745
Other Income	1,113	1,245	679		872
Total Revenue Expenses	31,038	23,009	55,665		48,617
Expenses
Cost of Sales on Projects	20,120	12,069	32,977		28,284
Property and Facilities Operating Expenses	2,634	2,417	5,605		5,257
Employee Benefits Expenses	1,557	1,615	2,952		2,933
Finance Costs	2,148	1,913	3,827		3,160
Depreciation and Amortization Expenses	558	698	1,547		1,637
Other Expenses	1,465	1,215	2,512		2,073
Total Expenses	28,482	19,927	49,420		43,344
Exceptional Item	-	2,634	-		-
Profit before Tax	2,556	5,716	6,245		5,273
Tax Expenses	236	(187)	2,135		1,660
Profit for the year after taxes	2,320	5,903	4,110		3,613
Share of Profit/ (Loss) of associates (Net) / Joint Ventures	-	-	136		121
Profit for the year	-	-	4,246		3,734
Other Comprehensive Income	1	(3)	6		(10)
Total Comprehensive Income	2,321	5,900	4,252		3,724
Total Comprehensive Income attributable to - -
Owners of the Company	-	-	3719		2,649
Non-controlling interests	-	-	533		1,085

*Restated - refer notes to consolidated financial statements

There have been no material changes or commitments affecting the financial position of the Company which have occurred between March 31, 2018 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 The National Stock Exchange of India Limited. The Authorized Share Capital of the Company is Rs.4,00,00,00,000 divided into 40,00,00,000 Equity Shares of Rs.10/- each and the Paid Up Capital of the Company is Rs.3,75,00,00,000 divided into 37,50,00,000 Equity Shares of Rs.10/- each.

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

Residential

Office

Retail

Hospitality

Services

Post implementation of Real Estate (Regulation and Development) Act, 2016, growth has seen a sustained impetus with consumers opting for reputed and big time builders reflecting faith in the quality of the products.

A detailed summary of the projects of the Company as on March 31, 2018 is elaborated in the Management Discussion and Analysis Report.

Financial Highlights (FY17-18, Consolidated)

During the FY 17-18, the Company on a Consolidated basis has clocked revenue of ? 55,665 million, EBIDTA of ? 11,619 million and PAT of ? 4,110 million. EBIDTA margin stood at 21% and PAT margin stood at 7.38%. During the corresponding FY 16-17, the Company had clocked revenue of ? 48,617 million, EBIDTA of ? 10,070 million and PAT of ? 3,613 million. EBIDTA margin stood at 21% and PAT margin stood at 7.43%.

FY17-18 | Operational Highlights

During the FY 17-18, the Company has sold 2,981 Residential units and 0.10 million square feet of commercial space, which translates to sales of ? 33,137 million. (Of this, Prestige Share was 2,364 Residential units and saleable area of 0.10 million square feet of commercial space, which translated to sales of ? 25,502 million). During the corresponding FY 16-17, the Company had sold 2,078 Residential units and 3.82 million square feet of commercial space, which translated to sales of ? 24,585 million. (Of this, Prestige Share was 1609 Residential units and saleable area of 3.07 million square feet of commercial space, which translated to sales of ? 19,799 million).

Collections

Total collections for the year ended March 31, 2018 aggregated to ? 42,684 million. (Prestige Share of collections for the year aggregated to ? 34,469 million. Total collections for the year ended March 31, 2017 aggregated to ? 41,232 million (Prestige share of collections were ? 35,064 million).

Launches

Irrespective of introduction of major key economic reforms like Real Estate (Regulation and Development) Act (âRERAâ) Goods and Service Tax (âGSTâ), the Company has continued to receive favorable demand for its projects from its customers. During the year the group has launched Five projects as below across Bengaluru and Chennai with developable area of around 7.07 mn sq. ft.

Prestige Courtyards - Sholinganallur, Chennai Prestige Jindal City - Tumkur Road, Bengaluru Prestige Park Square - Bannerghatta Road, Bengaluru Prestige Fontaine Bleau - ECC Road, Whitefield, Bengaluru

Prestige Dolce Vita - ECC Road, Whitefield, Bengaluru

Completions

The Following projects with Built up Area of 7.96 mn. sq. ft. were completed during the year:

Hotel Sheraton Grand, Bengaluru Forum Centre City, Mysuru Conrad Hotel, Bengaluru Prestige Trade Towers, Bengaluru Prestige Brooklyn Heights, Bengaluru Prestige Jade Pavilion, Bengaluru Prestige Ferns Residency, Bengaluru Prestige Misty Waters, Bengaluru

3. TRANSFER TO GENERAL RESERVES:

There was no transfer to General Reserve during FY 2017-18.

4. 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.

5. SHARE CAPITAL:

The Company during the period under review has not issued and / or allotted any shares with/ without differential voting rights as per Section 43 of Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014.

6. DIVIDEND:

The Board of Directors of the Company have recommended a dividend of Rs.1.2 [One Rupee twenty Paisa(12%)] per Equity Share of Rs.10/- each which is subject to approval of shareholders in the ensuing Annual General Meeting of the Company.

7. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, Mr. Venkat K Narayana was elevated to the position of Chief Executive Officer (CEO) of the Company with effect from August 14, 2017 and Mr. V. V. B. S. Sarma was appointed as the Chief Financial Officer (CFO) of the Company with effect from August 14, 2017. There were no changes in the Board of Directors of the Company and the composition of the Board is elaborated in the Corporate Governance Report.

8. CHANGES IN SUBSIDIARIES 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, Partnership firm was converted to public limited company named Prestige Retail Ventures Limited wholly owned subsidiary of the Company with effect from July 11, 2017 and is the apex entity for the Retail Vertical.

Hospitality Vertical - Prestige Hospitality Ventures, Partnership firm was converted to public limited company named Prestige Hospitality Ventures Limited wholly owned subsidiary of the Company with effect from December 29, 2017 and is 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.

A. Acquisitions during the fiscal:

Acquisition of Balance stake in Prestige Ratha Holdings - During the year under review, the Company has acquired balance 49% stake in Prestige Ratha Holdings, a partnership firm. The name of the firm has been changed to Prestige Pallavaram Ventures. The firm is in the business of Real Estate Development and is taking up development of residential property named âPrestige Highlineâ in Pallavaram, Chennai, having a potential Built Up area of approximately 3.80 mn. sq ft.

Acquisition of 80% stake in Sterling Urban Infraprojects Private Limited - During the year under review, the Company has acquired 80% equity stake in Sterling Urban Infraprojects Private Limited, Private Limited Company engaged in the business of Real Estate Development. The Entity owns land parcel of around 59 acres at Outer Ring Road - Sarjapur, Bengaluru. The Company intends to develop state of the art commercial office space with over 6 mn. Sq. ft. of developable area.

Acquisition of 100% stake in Prestige Builders and Developers Private Limited. The Company during the year under review acquired 100% equity stake in Prestige Builders and Developers Private Limited from the promoters of the Company. The entity is engaged in the business of Real Estate Development.

Acquisition of additional 66.67% stake in Prestige Projects Private Limited - During the year under review Company which was holding 33.33% stake directly in Prestige Projects Private Limited (âPPPLâ) has consolidated its stake by virtue of acquiring balance stake of 66.67% by Prestige Builders and Developers Private Limited in PPPL. By virtue of this acquisition, PPPL has become a wholly owned subsidiary of the Company. PPPL has land parcel of over 137 acres in Sarjapur Road, Bengaluru and is proposing to develop a large scale affordable and mid-range income housing project (approx. over 7.5 mn sq.ft. of developable area) comprising of Apartments, Villas and Plots along with various lifestyle amenities and necessary social infrastructure such as Retail shopping Malls, Sports facilities etc.

Acquisition of stake held by CapitaLand Group, Singapore in various mall entities - During the year under review, the Company through itself and /or through its wholly owned subsidiary Prestige Retail Ventures Limited has entered into agreements for acquisition of balance stake in various mall entities including the mall management company named CapitaLand Retail Prestige Mall Management Private Limited (Currently Prestige Group holds 50% stake. Post-acquisition stake shall be 100%). The transactions are in the final stages and expected to be consummated before end of first quarter FY 18-19. The details are as below:

SLN	Subsidiary /Associate company	Malls acquired	Capita Land Stake in SPV	Prestige Stake in SPV Post Acquisition
1	Prestige Garden Constructions Private Limited	The Forum Neighbourhood Mall, Bengaluru	50.00%	100%
2	Babji Realtors Private Limited	Forum Sujana Mall, Hyderabad	24.50%	49%
3	Prestige Mangalore Retail Ventures Private Limited	Forum Fiza Mall, Mangaluru	49.00%	100%
4	Prestige Mysore Retail Ventures Private Limited	Forum Mall, Mysuru	49.00%	100%
5	Thomsun Realtors Private Limited	Forum Thomsun Cochin Mall, Cochin	13.00%	50%

The Company has also increased its stake in Thomsun Realtors Private Limited to 42.40% prior to acquisition of Compulsorily Convertible Debentures from CapitaLand Group, which when converted would result in Prestige Group having 50% stake. The conversion is in the final stages and expected to be consummated in the first quarter of FY 18-19.

Acquisition of Flicker Projects Private Limited - During the year under review the Company has entered into binding agreement for acquisition of 100% equity stake in Flicker Projects Private Limited from CapitaLand Group, Singapore. The entity is based in Bengaluru and owns a Retail Mall named âCelebration Mallâ in Udaipur, Rajasthan. This transaction is expected to be consummated in the first quarter of FY 18-19.

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

During the year under review, The Bengaluru Bench of The National Company Law Tribunal (âNCLTâ) has approved the scheme of Amalgamation of four wholly owned subsidiaries of the Company namely, Downhill Holiday Resorts Private Limited, Foothills Resorts Private Limited, Pennar Hotels and Resorts Private Limited and Valdel Xtent Outsourcing Solutions Private Limited (âTransferor Companiesâ), on June 28, 2017. Accordingly merger has been fully given effect to in the books of the Company with effect from April 2015 (i.e. appointed date of the scheme). On account of the merger, there would be an increase in Authorized Share Capital of the Company which shall be given effect to, consequent to ROC approval.

10. CONSOLIDATED FINANCIAL STATEMENTS:

The Company as on March 31, 2018 has Twenty three (23) Subsidiaries and Seven (7) Associate Companies (including Joint Ventures) within the meaning of Section 2(6) of the Companies Act, 2013. (hereinafter referred to as the âActâin this Report). There has been no material change in the nature of business of the Subsidiaries.

The Consolidated Financial Statements of the Company, its Subsidiaries 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 / Associates. Pursuant to Section 129(3) of the Act, a separate statement containing the salient features of the financial performance of Subsidiaries / Associates of the Company in the prescribed Form AOC-1 is provided in Annexure I to the Report.

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

The Board of Directors of the Company continues to remain unchanged and comprises of Eight (8) Directors of which Four (4) are Executive Promoter Directors and remaining Four (4) are Non -Executive Independent Directors.

Board Meetings

Sl. No.	Date of the Meeting
1.	May 30, 2017
2.	August 14, 2017
3.	November 07, 2017
4.	February 07, 2018

Independent Directors Meeting

As per the requirements of Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on January 23, 2018 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, Ms. Uzma Irfan, Director, (DIN: 01216604) is liable to retire by rotation at the ensuing Annual General Meeting; and being eligible, offers herself for re-appointment. The Board of Directors, based on the recommendation of Nomination & Remuneration Committee have recommended the re-appointment of Ms. Uzma Irfan, Director, who is liable to retire by rotation.

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 provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Annual Performance evaluation of the Board

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, taking into account, views of Executive and Non-Executive Directors;

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, 2018, 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 2017-18 and of the profit of the Company for that period;

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 Practising Company Secretary regarding compliance of conditions of Corporate Governance forms part of this Annual Report.

Management Discussion and Analysis Report

In 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 Report

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates the inclusion of Business Responsibility Report (âBRRâ) as the part of Annual Report for top five hundred 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 BRR for the year 2017-18 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

Statutory Auditors & Report thereon

M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, Bengaluru (FRN 101049W/E300004) were appointed as Statutory Auditors of the Company at the 20^th Annual General Meeting of the Company held on September 27, 2017 to hold office till the conclusion of the 25^th Annual General Meeting to be held in the year 2022 and their appointment was ratified till the conclusion of the 21^st Annual General meeting.

Ministry of Corporate Affairs vide Notification S.O. 1833(E) dated May 7, 2018 has relaxed the provision of requirement of annual ratification of appointment of Statutory Auditors.

In view of the same, Your Board recommends ratification of appointment of M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, Bengaluru (FRN 101049W/E300004) as the Statutory Auditors of the Company for a period of four (4) years from the conclusion of ensuing 21^st Annual General Meeting (Financial Year 2018-19) till the conclusion of the 25^th Annual General Meeting (Financial Year 2022-23).

Report by the Auditors for the Financial Year ended March 31, 2018 forms part of the financials. In the said report, the Auditorâs have emphasized that the Company has gross receivables of Rs.923 million from a Land Owner, against whom winding up petitions has been ordered by the Honâble High Court of Judicature, classified as recoverable based on rights under a Joint Development Agreement. Further, the Auditorâs have also emphasized that, in accordance with the order of National Company Law Tribunal (NCLT), approving the Scheme of amalgamation (âSchemeâ) of certain of its wholly owned subsidiaries, with the Company, the Company has accounted for the Amalgamation under Indian GAAP as per the approved scheme, by applying purchase method of accounting prescribed in Accounting Standard 14 -âAccounting for Amalgamationsâ which is different from the requirements of Ind AS 103 on âBusiness Combinationsâ.

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 2017-18 has been carried out by Mr. Nagendra D. Rao, Practising 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, 2018 follows as Annexure II 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 BoardsâReport. 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.

Cost Auditor

Based on the recommendations of the Audit Committee, the Board of Directors have re-appointed P. Dwibedy & Co, Cost Accountants, Bengaluru (FRN-100961) as the Cost Auditors of the Company for the Financial Year 2018-19.

As per Rule 14 of Companies (Audit and Auditors) Rules, 2014, the Remuneration payable to the Cost Auditors for the FY 2018-19 is subject to ratification by the Shareholders of the Company and the same is being put to shareholders at the ensuing Annual General Meeting.

Internal Financial Control

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 Companyâs 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 and activities, the Board of the Company had appointed M/s. Grant Thorton India LLP as the Internal Auditor of the Company for the Financial Year 201718 and M/s. Price Water house Coopers as the Internal Auditor for other business verticals for the Financial Year 2017-18. The Board has further re-appointed these two entities as Internal Auditors for the Financial Year 2018-19.

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. 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.

Board Diversity Policy

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

Corporate Social Responsibility Policy

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

Whistle Blower Policy (Vigil Mechanism)

Prevention of Sexual Harassment Policy

As a part of the policy for Prevention of Sexual Harassment in the organisation, 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

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 www.prestigeconstructions.com

14. OTHER MATTERS:

A. Non-Convertible Debentures

During the year under review, the Company had issued 5000 rated, listed, secured, redeemable, Non-Convertible Debentures (âNCDâ) of Rs.10,00,000/- each at par (total amount aggregating to Rupees Five Hundred Crore) which are listed on National Stock Exchange (NSE). Interest on these debentures is being paid on a quarterly basis.

The Company has previously issued 500 rated listed, secured, redeemable, NCDs of Rs.1,00,00,000/- each at par (total amount aggregating to Rupees Five Hundred Crore) in the year 2015, which are also listed on NSE. Interest on these debentures are being paid on a quarterly basis. Part of the NCDs aggregating to Rs.50 crores have been redeemed in the month of April 2018 while the balance Rs.450 crore is slated for redemption between July 2018 to the year 2020.

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. Transfer to Investor Education and Protection Fund (IEPF)

There are application monies along with the shares there of Rs.22,101/- which are required to be transferred to IEPF during the year 2017-18.

D. 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 âAwards & Recognitionâ.

15. 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, 2018, the Company had an employee strength of 994.

Information 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.

16. EXTRACT OF ANNUAL RETURN:

As required by Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT- 9 is annexed as Annexure - V to this report and can also be accessed at our website www.prestigeconstructions.com

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

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, if any, are laid out in Annexure II to Note No. 52 of Notes forming part of the Financial Statements.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

19. 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:

a) Conservation of energy

Use of Solar Lighting for landscape,

Use of VFDs,

Use of CFLâs LEDs in lighting of common areas,

Use of daylight sensors in office areas,

Use of lighting management system with timers for external lighting.

Use of timer control for all air conditioning units as per peak and non-peak periods to save Energy during nonpeak hours.

Water saving Aerator Taps in Guest rooms, Public areas to save water.

STP Water Recycling: All sewage water is recycled, and pumped out to serve as water for gardening, Cooling tower and Guest room toilet flushing purposes.

b) Technology absorption

Use of low flow toilet fixtures with sensors, concealed valves etc.,

Use of STP treated water for flushing, landscaping and air conditioning.

Harvesting rain water in the form of deep well recharging, collection, treatment and use of terrace storm water etc.,

Increased used of water cooled chillers.

Use of centralized LPT reticulation system with piped gas supply to individual flats.

20. GREEN INITIATIVES:

Electronic copies of the Annual Report 2018 and Notice of the Twenty-first Annual General Meeting (âAGMâ) are being sent 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 2018 and the Notice of the Twenty-first 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-first 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.

21. ACKNOWLEDGMENTS:

The Board of Directors take this opportunity to sincerely thank the Companyâs 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 organisation 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

Date: May 28, 2018 Joint Managing Director

Place: Bengaluru DIN: 00209060

Mar 31, 2017

Dear Shareholders,

The Directors have pleasure in presenting the Board''s Report on the business operations and affairs of your Company, together with the Audited Accounts for the year ended March 31, 2017.

PERFORMANCE OF YOUR COMPANY:

1. FINANCIAL HIGHLIGHTS

Rs, in million

	Standalone Results \|		Consolidated Results \|
Particulars	FY 2016-17 \|	FY 2015-16	FY 2016-17 \|	FY 2015-16
INCOME
Revenue from Operations	21,803	32,613	47,745	55,310
Other Income	1,016	1,394	872	2,831
Total Revenue	22,819	34,007	48,617	58,141
Expenses
Cost of Sales on Projects	12,069	21,611	28,284	35,131
Property and Facilities Operating Expenses	2,432	2,333	5,257	4,956
Employee Benefits Expense	1,615	1,220	2,933	2,030
Finance Costs	1,876	2,211	3,160	3,462
Depreciation and Amortization Expenses	495	504	1,637	1,274
Other Expenses	1,210	1,673	2,073	2,531
Total Expenses	19,697	29,552	43,344	49,384
Exceptional Item	2568	-	-	-
Profit before Tax	5,690	4,455	5,273	8,757
Tax Expenses	(201)	448	1,600	2,291
Profit for the year after taxes	5,891	4,007	3,672	6,466
Share of Profit/ (Loss) of Associates (Net)	-	-	121	67
Profit for the year	-	-	3,794	6,533
Other Comprehensive Income	-	-	(10)	(6)
Total Comprehensive Income	-	-	3,784	6,527
Total Comprehensive Income attributable to
Owners of the Company	-	-	2,689	6,092
Non-Controlling Interest	-	-	1,095	435

There have been no material changes or commitments affecting the financial position of the Company which have occurred between March 31, 2017 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 Rs, 4,00,00,00,000 divided into 40,00,00,000 Equity Shares of Rs, 10/- each and the Paid Up Capital of the Company is Rs, 3,75,00,00,000 divided into 37,50,00,000 Equity Shares of Rs, 10/- each. During the year under review, the Share Capital of the Company remained unchanged.

The Company operates in the real estate industry in general and the Government has, on March 26, 2016 notified the Real Estate (Regulation and Development) Act, 2016. The Act has come into force with effect from May 1, 2017. However, pending notification of the Rules by the Government of Karnataka, the Act has not yet been fully implemented as on the date of this Report.

During the year under review, the Company, after conducting a detailed evaluation and feasibility check, has undertaken an Internal Restructuring of its Business Verticals. The broad details of the restructuring exercise are expounded further in this Report.

A detailed summary of the projects of the Company as on March 31, 2017 is elaborated in the Management Discussion and Analysis Report.

Financial Overview:

During the year 2016-17, the Company has on consolidated basis, registered revenue of Rs, 48,617 million, EBIDTA of Rs, 10,070 million and PAT of Rs, 3,784 million. EBITDA margin stood at 21% and PAT margin stood at 8%. During the corresponding year 15-16, the Company had registered revenue of Rs, 58,141 million, EBIDTA of Rs, 13,493 million and PAT of Rs, 6,527 million. EBITDA margin stood at 23% and PAT margin stood at 11%.

Operational Overview:

During the year, the Company has sold 2078 Residential units and volume to the tune of 3.82 million square feet which translates to sales of Rs, 24,585 million. (Of this, Prestige share is 1609 units and volume to the tune of 3.07 million square feet, which translates to sales of Rs, 19,799 million). During the corresponding year, the Company has sold 2794 Residential units and volume to the tune of 5.01 million square feet, which translates to sales of Rs, 31, 498 million. (Of this, Prestige share is 2306 units and volume to the tune of 4.26 million square feet, which translates to sales of Rs, 26,328 million).

The sales for FY 2016-17 are as under:

Particulars	Q1FY2016-17 1 Q2FY2016-17 1 Q3FY2016-17 1 Q4FY2016-17				FY 2016-17
Sales (In Rs, Million)	6369	7569	4293	6,354	24,585
Area (Mn Sq ft)	1.02	1.22	0.68	0.90	3.82
No of units	550	714	332	482	2078

Collections:

During the year, total collections stood at an all time high of Rs, 41,232 million of which Prestige share stood at Rs, 35,064 million

Launches:

During the year, the Company has launched two residential projects aggregating to 1.98 million square feet of total developable area.

Completions:

During the year, the Company has delivered all time high of 12.74 million square feet.

3. TRANSFER TO GENERAL RESERVES

There is no transfer to General Reserve during FY 2016-17.

4. 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.

5. SHARE CAPITAL :

The Company during the period under review has not issued and/or allotted any shares with/ without differential voting rights as per Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014.

6. DIVIDEND:

For FY 2016-17, your Directors have recommended a final dividend on the Equity Shares of the Company @ 12 % (Re. 1.20 per Equity Share).

7. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, there were no changes in the Board/ KMP of the Company. The composition of the Board of Directors is elaborated in the Corporate Governance Report.

8. CHANGES IN SUBSIDIARIES AND ASSOCIATES:

A. Internal Restructuring

During the year under review, the Board has inter alia, discussed the merits of exploring a restructuring of the Business of Prestige Group along streamlined verticals, viz. Residential, Office, , Retail and Hospitality to leverage the strengths of each Asset Class. In this regard, the Board has constituted a Restructuring Committee, comprising both Independent and Promoter Directors to evaluate the various options, oversee Corporate Governance, engage with such relevant intermediaries and advisors and carry out such other requisite activities. In line with the decision, the Board of the Company has approved the transferring of (i) certain identified assets which the Company directly or indirectly held, and (ii) the shares/ interests in certain identified entities which the Company directly or indirectly held, to certain other entities, against Consideration payable to the Company and/or any wholly owned subsidiary of the Company.

Holding Companies of the Streamlined Business Verticals:

The following entities shall be the apex entities that shall hold/own the Residential, Commercial, Retail and Hospitality Projects/ Assets respectively:

(i) Residential Vertical

The Company shall continue to be the apex entity for the Residential Vertical. The Company shall continue to hold residential assets and all future residential

developments would continue to be undertaken by the Company.

(ii) Commercial Vertical

Prestige Exora Business Parks Limited, wholly owned subsidiary of the Company has been identified as the Holding Company for the Commercial Vertical.

To give effect to the restructuring exercise, the following transfers/ acquisitions of Securities have been made during the period under review:

Acquisition of balance stake of Prestige Exora Business Parks Limited - The Company has acquired the balance stake of 63.94% of Equity Shares from Valdel Xtent Outsourcing Solutions Private Limited, also a wholly owned subsidiary of the Company. Resultantly, Prestige Exora Business Parks Limited has become a wholly owned subsidiary of the Company during the year under review.

Acquisition of stake of 49% in Dashanya Tech Parkz Private Limited - During the year, Prestige Exora Business Parks Limited, a wholly owned subsidiary of the Company has acquired 49% stake in Dashanya Tech Parkz Private Limited, which is engaged in construction of Commercial Office space in Bengaluru.

Acquisition of 49.90% control in Prestige Realty Ventures - During the year under review, Prestige Exora Business Parks Limited, a wholly owned subsidiary of the Company has acquired 49.90% stake in Prestige Realty Ventures, a Partnership Firm engaged in construction of Commercial Office space in Bengaluru.

Acquisition of the following stake by Prestige Exora Business Parks Limited from the Company/ Subsidiaries of the Company in the following entities :

Name of the Target Company	Percentage stake acquired
Prestige Construction Ventures Private Limited	100% of Preference Share Capital and 99.99% of Equity Share Capital.
Cessna Garden Developers Private Limited	85.00% of Equity Share Capital.
Prestige Garden Resorts Private Limited	100.00% of Equity Share Capital.
Dollars Hotel and Resorts Private Limited - From Valdel Xtent Outsourcing Solutions Private Limited	65.92% of Equity Share Capital.

(iii) Retail Vertical

Prestige Retail Ventures, wholly owned by the Company, has been identified as the Holding entity for the Retail Vertical.

To give effect to the restructuring exercise, the following transfers/ acquisitions of Securities have been made during the period under review:

Acquisition of entire Compulsorily Convertible Debentures (100%) held by the Company in Prestige Mysore Retail Ventures Private Limited, Prestige Mangalore Retail Ventures Private Limited, Prestige Garden Constructions Private Limited and Babji Realtors Private Limited.

Acquisition of 100% Equity stake of Prestige Falcon Retail Ventures Private Limited, which is engaged in real estate development.

Acquisition of Equity Stake by Prestige Retail Ventures from the Company in the following entities:

Name of the Target Company	Percentage stake acquired
Vijaya Productions Private Limited	50% of Equity Capital
Prestige Mysore Retail Ventures Private Limited	51% of Equity Capital
Prestige Mangalore Retail Ventures Private Limited	51% of Equity Capital
Prestige Shantiniketan Leisures Private Limited	100% of Equity Capital
Babji Realtors Private Limited	24.50% of Equity Capital

(iv) Hospitality Vertical

Prestige Hospitality Ventures, wholly owned by the Company, has been identified as the Holding entity for the Hospitality Vertical.

To give effect to the restructuring exercise, the following transfers/ acquisitions of Securities have been made during the period under review:

Acquisition of 50% stake by Prestige Hospitality Ventures from the Company in Sai Chakra Hotels Private Limited.

Acquisition of balance stake in Sai Chakra Hotels Private Limited - Prestige

Hospitality Ventures has acquired an additional 50% stake in Sai Chakra from the existing shareholders of Sai Chakra.

By this acquisition, Prestige Hospitality Ventures holds 100% of the shares in Sai Chakra Hotels Private Limited.

Acquisition of 100% stake in Northland Holding Company Private Limited from the existing shareholders of Northland Holding Company Private Limited.

To give effect to the restructuring exercise, pertinent Assets, along with all their appurtenant rights and liabilities, were moved into Partnership Firms which were held by the Company through its subsidiaries/ entities.

The shareholding structure indicating the respective Holding entities stands as below:

There is no effective dilution of the Company''s interest in such Assets or Entities pursuant to the restructuring.

B. Scheme of Amalgamation

During the year, the court petitions for Scheme of Amalgamation of Downhill Holiday Resorts Private Limited, Foothills Resorts Private Limited, Pennar Hotels and Resorts Private Limited and Valdel Xtent Outsourcing Solutions Private Limited, ("Transferor Companies"), wholly owned subsidiaries with the Company was duly filed with the Hon''ble High Court. Subsequently, pursuant to MCA Notifying the Companies (Transfer of Pending Proceedings) Rules, 2016, the respective petitions filed by the Transferor Companies were transferred to Bengaluru Bench of The National Company Law Tribunal, ("NCLT") The matter is now reserved for orders by NCLT and orders are expected to be passed soon.

C. Others

During the year, an additional stake of 20% has been acquired by the Company in Villaland Developers LLP from the existing partners of the LLP. With this acquisition, the Company''s current stake in Villaland Developers LLP stands at 80%.

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, 2017 has 22 subsidiaries and 7 associate companies (including Joint Ventures) within the meaning of Section 2(6) of The Companies Act, 2013. The Companies Act, 2013 is hereinafter referred to as the ''Act'' in this Report. There has been no material change in the nature of business of the subsidiaries.

The Consolidated Financial Statements of the Company, its Subsidiaries 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 / Associates. Pursuant to Section 129(3) of the Act, a separate statement containing the salient features of the financial performance of Subsidiaries / Associates 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. CHANGE IN SHAREHOLDING PATTERN OF THECOMPANY

The Promoters of the Company in their individual capacity were holding 26,25,00,000 equity shares of the Company representing 70% of the paid up capital. During the year, Razack Family Trust, which is a Promoter Trust has acquired 22,50,00,000 Equity Shares representing 60% of Equity Share Capital of the Company from the Promoter(s)/ Promoter Group. The Balance 3,75,00,000 shares is held by the Promoter(s)/ Promoter Group in their respective individual capacity. Overall, the Promoter(s)/ Promoter Group stake remains at 70% of paid up capital of the Company.

12. BOARD OF DIRECTORS AND ITS COMMITTEES:

Composition of the Board of Directors

Board Meetings

The Board met six (6) times during the year 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:

Sr. No.	Date of the Meeting
1.	May 30, 2016
2.	August 11, 2016
3.	September 14, 2016
4.	December 07, 2016
5.	February 13, 2017
6.	March 22, 2017

Independent Directors Meeting

As per the requirements of Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on January 24, 2017 without the presence of the Chairman & Managing Director or Executive Directors or other Non-Independent Directors or the 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 and Remuneration Committee have recommended the re-appointment of Mr. Irfan Razack, Director, liable to retire by rotation.

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 provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Annual Performance evaluation of the Board

Pursuant to the provisions of 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, the Chairman 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 No 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, taking into account, views of Executive and Non-Executive Directors;

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, 2017, 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 2016-17 and of the profit of the Company for that period;

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 Auditors of the Company regarding compliance of conditions of Corporate Governance forms part of this Annual Report.

Management Discussion and Analysis Report

In 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 Report

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates the inclusion of Business Responsibility Report (BRR) as the part of Annual Report for top five hundred 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 BRR for the year 2016-17 as part of the Annual Report. The policies are available at the website of the Company www.prestigeconstructions.com.

13. 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

Deloitte Haskins & Sells, Chartered Accountants (FRN 008072S) were appointed as Statutory Auditors of the Company at the 17th Annual General Meeting of the Company held in the year 2014 to hold office till the conclusion of the 20th Annual General Meeting to be held in the year 2017.

Your Board recommends appointment of S R Batliboi & Associates LLP, Chartered Accountants, (FRN 101049W/E300004) as the Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of ensuing 20th Annual General Meeting (Financial Year 2017-18) till the conclusion of the 25th Annual General Meeting (Financial Year 202223), subject to yearly ratification by the shareholders, in place of the retiring Statutory Auditors, Deloitte Haskins & Sells (FRN 008072S), whose term expires at the conclusion of the 20th Annual General Meeting; and recommend the same for the approval of the Members at their 20th Annual General Meeting as per the relevant provisions of the Companies Act, 2013 read with Rules formed there under.

Report by the Auditors for the year ended March 31, 2017 forms part of the financials. In the sand report, the Auditors have emphasized that the Company has gross receivables aggregating to '' 888 million from a Land Owner (the "Land Owner Company") under a Joint Development Agreement towards sale of Transferable Development Rights (TDR''s). The Land Owner Company has been ordered to be wound up by the Hon''ble High Court of Judicature. Considering the rights of the Company under the Joint Development Agreement and other reasons, the receivables from the Land Owner Company have been classified as recoverable, which is self-explanatory. The Secretarial Auditor has also commented on the same in his report.

In the opinion of the Board of directors the amount of '' 888 million has been considered as good and recoverable taking into account the business relationships and arrangements.

The Auditors including Secretarial Auditor have also commented on certain delayed payments of statutory liabilities. Your Board states that the delayed payments of statutory liabilities pertaining to both disputed and undisputed liabilities has been noted by the Board for future compliance.

Cost Auditor & Report thereon

Based on the recommendations of the Audit Committee, the Board of Directors have re-appointed P. Dwibedy & Co, Cost Accountants, (FRN-100961) as the Cost Auditor of the Company for the Financial Year 2017-18.

As per Rule 14 of Companies (Audit and Auditors) Rules, 2014, the Remuneration payable to the Cost Auditor for the FY 2017-18 is subject to ratification by the Shareholders of the Company and the same is being put to shareholders at the ensuing Annual General Meeting.

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 year 2016-17 has been carried out by Mr. Nagendra D. Rao, Practicing Company Secretary. (Membership No. FCS-5553: COP-7731)

The Report of the Secretarial Audit in Form MR-3 for the Financial Year ended March 31, 2017 follows as Annexure II to the Report.

In the sand report, apart from the comments given under Statutory Audit, the Secretarial Auditor has also commented that information as required under Section 134(q) read with rule 5(1)(ii) and (ix) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, remuneration details of Company Secretary and Chief Financial Officer has not been disclosed in the Boards'' Report. Your Directors stated that with a view to ensure healthy and cordial human relations at all levels and considering the confidential nature of the information, the remuneration details of Company Secretary and Chief Financial Officer 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.

Internal Financial Control

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.

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

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 there under.

Board Diversity Policy

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

Corporate Social Responsibility Policy

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

Vigil Mechanism - (Whistle Blower Policy)

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 there under. During the year under review, there have been no instances of any complaints.

Policies related to Business Responsibility Reporting

Ethics, Transparency and Accountability Policy

Products/Services Lifecycle Sustainability Policy

Employees Wellbeing Policy

Stakeholder Engagement Policy

Human Rights Policy

Environment Policy

Policy Advocacy Policy

Inclusive Growth Policy

Customer Value Policy

Dividend Distribution Policy

During the year under review, the Board has adopted a Dividend Distribution Policy, which is available on the website of the Company www.prestigeconstructions.com.

15. OTHER MATTERS:

A. Debentures

The Company has previously issued 500 rated, listed, secured, redeemable, non-convertible debentures of Rupees 1,00,00,000 each at par which are listed on NSE. Interest on these debentures is being paid on a quarterly basis. The debentures are due for redemption starting from the year 2018 to 2020.

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. Transfer to Investor Education and Protection Fund (IEPF)

Members who have not yet encashed their dividend warrants pertaining to any previous years are requested to lodge their claims with our Registrar and Transfer Agent- Link In time India Private Limited, to avoid getting their Dividends transferred to IEPF.

There are no application monies or debenture interests required to be transferred to IEPF.

D. Awards and Recognition

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, 2017, the Company had an employee strength of 998.

Information 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.

17. EXTRACT OF ANNUAL RETURN:

As required by Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT- 9 forms a part of this Report as Annexure V.

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

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, if any, are laid out in Annexure II to Note No 54 of Notes forming part 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. During the year, the Company has not entered into any contract / arrangement / transaction with Related Parties which could be considered material. AOC -2 has been attached to this report as Annexure VI.

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:

a) Conservation of energy

Use of Solar Lighting for landscape,

Use of VFDs,

Use of CFL''s LEDs in lighting of common areas,

Use of daylight sensors in office areas,

Use of lighting management system with timers for external lighting.

Use of timer control for all air conditioning units as per peak and non-peak periods to save Energy during non-peak hours.

Water saving Aerotar Taps in Guest rooms, Public areas to save water.

STP Water Recycling: All sewage water is recycled, and pumped out to serve as water for gardening, Cooling tower and Guest room toilet flushing purposes.

Organic Waste Converter: DE composter-the output of organic waste converter-manure is reused for gardening. This stops land filling and soil pollution.

Garbage Segregation: All garbage waste from all areas, Employee cafeteria, Kitchen back area, Pot wash area, Banquet clean up area as well as dry waste segregation at the lobby lounge area.

b) Technology absorption

Use of low flow toilet fixtures with sensors, concealed valves etc.,

Use of STP treated water for flushing, landscaping and air conditioning.

Harvesting rain water in the form of deep well recharging, collection, treatment and use of terrace storm water etc.,

Increased use of water cooled chillers.

Use of centralized LPT reticulation system with piped gas supply to individual flats.

c) Foreign exchange earnings and Outgo

i) Earnings and Expenditure on foreign currency (on accrual basis)

		in Rs, million
Particulars	March 31, 2017	March 31, 2016
Earnings in Foreign exchange	2.65	16.90
Expenditure in Foreign exchange
Professional & Consultancy charges incurred on projects	48.05	36.80
Travelling expenses	7.65	6.00
Selling & business promotion expenses	19.81	9.40
Total Expenditure	78.16	52.20

ii) Value of Imports on CIF basis:

		in Rs, million
Particulars	March 31, 2017	March 31, 2016
Components for projects	121.56	262.50
Capital goods	334.07	129.80

21. GREEN INITIATIVES:

Electronic copies of the Annual Report 2017 and Notice of the Twentieth AGM are being sent 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 2017 and the Notice of the Twentieth 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 Twentieth 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.

22. 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

Irfan Razack

Chairman and Managing Director

DIN: 00209022

Rezwan Razack

Place: Bengaluru Joint Managing Director

Date: May 30, 2017 DIN: 00209060

Mar 31, 2015

Dear Members,

The Directors are pleased to present their Eighteenth Annual Report on the business operations of the Company for the year ended on 31st March 2015.

FINANCIAL HIGHLIGHTS

Rs. In Mn

Standalone Results

Particulars 31st March 31st March 2015 2014

Income

Revenue from Operations 23,743.40 20,051.90

Other Income 1,986.90 1,472.60

Total Revenue 25,730.30 21,524.50

Expenses

Purchase of stock of units 568.90 513.60

Cost of contractual projects - -

Cost of sales on Projects 12,878.70 11,344.10

Property & Facilities Operating Expenses 1,610.50 1,204.30

Employee benefit expenses 1,308.40 877.60

Finance Costs 1,882.80 1,260.50

Depreciation & Amortization Expenses 422.50 355.40

Other Expenses 1,153.70 1,086.80

Total Expenses 19,825.50 16,642.30

Profit before Tax 5,904.80 4,882.20

Tax Expenses 1,762.50 1,482.00

Profit for the year after taxes 4,142.30 3,400.20

Share of profit / (loss) of associates - - (Net)

Profit after tax (before adjustment for - - Minority interest)

Share in (profit) / loss attributable - - to Minority interest

Profit for the year after taxes 4,142.30 3,400.20

Rs. In Mn

Particulars Consolidated Results

31st March 31st March 2015 2014

Income

Revenue from Operations 34,197.60 25,491.90

Other Income 986.40 975.00

Total Revenue 35,184.00 26,466.90

Expenses

Purchase of stock of units 140.60 513.60

Cost of contractual projects 489.00 625.30

Cost of sales on Projects 15,721.30 11,198.70

Property & Facilities Operating Expenses 3,913.60 2,877.00

Employee benefit expenses 2,290.30 1,609.70

Finance Costs 3,213.60 2,290.40

Depreciation & Amortization Expenses 1,397.00 892.60

Other Expenses 1,704.20 1,464.30

Total Expenses 28,869.60 21,471.60

Profit before Tax 6,314.40 4,995.30

Tax Expenses 2,646.90 1,750.40

Profit for the year after taxes 3,667.50 3,244.90

Share of profit / (loss) of associates 7.40 -30.10 (Net)

Profit after tax (before adjustment for - 3,674.90 3,214.80 Minority interest)

Share in (profit) / loss attributable - -351.20 -72.00 to Minority interest

Profit for the year after taxes 3,323.70 3,142.80

There have been no material changes or commitments affecting the financial position of the Company which have occurred between 31st March 2015 and the date of this report.

Business

Business Overview

Prestige Estates Projects Limited is a public limited company listed on National Stock Exchange of India Limited and Bombay Stock Exchange of India Limited. The details of Equity capital of the Company is as under:

Authorized Capital

No. of shares Amount (Rs) 40,00,00.000 4,00,00,00,000

Issued Capital

No. of shares Amount (Rs) 37,50,00,000 3,75,00,00,000

Subscribed Capital

No. of shares Amount (Rs) 37,50,00,000 3,75,00,00,000

Paid Up Capital

No.of shares Amount (Rs) 37,50,00,000 3,75,00,00,000

Real estate development business, which is our principal business focuses on the development of real estate projects in the residential (including plotted developments), commercial (including built to suit developments), hospitality and retail segments of the real estate industry. In addition, we generate revenues from leasing commercial, hospitality and retail space.

Our real estate services business, focuses on property management services for our real estate projects, sub leasing and fit out services, project and construction management services and mall management and facilities management (including the operation of our hospitality business) services.

The following diagram illustrates the sub segments of our real estate development business:

RESIDENTIAL

Apartments Villas

Integrated Townships Plotted Developments

COMMERCIAL

Office Space Built to suit campuses SEZs IT Parks

Our Business

RETAIL

Malls

HOSPITALITY

Resorts

Serviced Apartments

Hotels

Food Courts

SERVICES

Sub leasing & fitout services

Interior Design & Execution

Facilities & Property Management

Project & Construction Management Services

Financial Overview

During the fiscal year 2014-15, on a consolidated basis, the Company has registered revenue of Rs. 35,184 mn, up by 33% from Rs. 26,467 mn in FY14. Further it has reported EBIDTA of Rs. 10,925 mn, up by 34% from Rs. 8,179 mn in FY14 and PAT of Rs. 3,675 mn, up by 14.31% from Rs. 3,215 mn in FY14.

Operational Overview

Sales:

The Company has for the year ended 31st March 2015 sold 4,058 Residential units & 0.81 mn square feet of Commercial space, totaling to 7.73 mn square feet, amounting to Rs. 50,135 mn of Sales, up by 13% from that of FY14. (Of this, Prestige share is 3,716 residential units totaling to 6.69 mn square feet amounting to Rs. 43,625 mn of Sales, up by 20% from that of FY14.)

The sales for FY 2014-15 are as under:

Particulars Q1FY15 Q2FY15 Q3FY15 Q4FY15 FY15

Sales (Rs. Mn) 14,073 14,859 10,094 11,109 50,135

Area (Mnsf) 227 245 1.55 1.46 7.73

No. of Units 1,277 1,375 611 795 4,058

Collections:

Total collections for the year ended 31st March 2015 aggregated to Rs. 38,843 mn, up by 32% from that of FY14. (Prestige share is Rs. 32,316 mn, up by 31% from that of FY14).

Total collections for FY14 were Rs. 29,408 mn and Prestige share of collections were Rs. 24,753 mn. Launches:

The Company has launched 14.63 mn square feet of developable area during FY 14-15.

Completions:

The Company has delivered 8.92 mn square feet of developable area during FY 14-15.

CHANGES TO EQUITY SHARE CAPITAL

During the year, 2014-15, the Company has issued and allotted 2,50,00,000 equity shares of Rs. 10 each on 12th August, 2014 at the Issue Price of Rs. 245 per Equity Share (including Rs. 235 per share towards securities premium) against the receipt of full and final payment of application money aggregating to Rs. 6,12,50,00,000/- through private placement to Qualified Institutional Buyers such as Foreign Institutional Investors registered with SEBI and mutual funds.

DIVIDEND

Your Board of Directors has recommend a dividend of Rs. 1.50 per equity share, (previous year Rs. 1.50 per share) for the year ended 31st March 2015 amounting to pay-out of Rs. 674.97 mn (inclusive of dividend distribution tax of Rs. 112.47 mn) for consideration and approval by the shareholders at the ensuing Annual General Meeting.

TRANSFER TO RESERVES

There is no transfer to general reserve during the year 2014-15.

DETAILS RELATING TO DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

CHANGE IN DIRECTOR AND KEY MANAGERIAL PERSONNEL

During the 17th Annual General Meeting of the Company, the Members had re-appointed Mr. Irfan Razack who was liable to retire by rotation. Mr. Jagadeesh K Reddy, Mr. Biji George Koshy, Dr. Pangal Ranaganath Nayak and Mr. Noor Ahmed Jaffer were appointed as the Independent Directors of the Company for a period of five years from the conclusion of 17th Annual General Meeting.

During the year, Ms. Uzma Irfan was appointed as an Additional Director of the Company with effect from 11th November, 2014.

Pursuant to the provisions of Section 203 of the Act, which came into effect from 1st April, 2014, the appointments of Mr. Irfan Razack, Chairman and Managing Director, Mr. Rezwan Razack, Joint Managing-Director, Mr. Noaman Razack, Whole-time Director, Mr. Venkat Narayana, Chief Financial Officer and Ms. Medha Gokhale, Company Secretary as key managerial personnel of the Company were formalized.

CHANGES IN SUBSIDIARIES & ASSOCIATES

The Company has 23 subsidiaries as on 31st March, 2015. There are 5 associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.

During the year, the Company has increased its stake in Prestige Garden Constructions Private Limited from 35% to 50%. The Company has also increased its stake in Prestige Notting hill Investments from 47% to 51%. Valdel Xtent Outsourcing Solutions Private Limited, the subsidiary Company has acquired 65.92% stake in Dollars Hotel & Resorts Private Limited, making it a step down subsidiary of the company.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Pursuant to the 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.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year 2014-15 there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company's operations in future.

BOARD OF DIRECTORS

The Company's Board consists of an appropriate mix of Executive and Independent Directors. Currently, the Board consists of 8 Directors including an Executive Chairman, 3 Executive Directors and 4 Independent Directors.

COMMITTEES OF BOARD OF DIRECTORS

The details on Committees of Board of Directors, composition and roles & responsibilities are stated in the Corporate Governance Report which forms part of this report.

INTERNAL FINANCIAL CONTROLS

There are adequate internal financial controls in place with reference to the financial statements.

MEETINGS OF THE BOARD OF DIRECTORS

During the year 2014-15, four meetings of the Board of Directors were held. The details of the meeting along with the attendance of Directors are stated in the Corporate Governance Report which forms part of this report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that they meet with the criteria of their Independence laid down in Section 149(6).

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report. The policy has also been uploaded on the website of the Company.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 forms part of this Annual Report as Annexure 1.

CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Report. The Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under the aforementioned Clause 49 is also attached to this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report as required under Clause 49(VIII)(D) is attached along with this Report.

AUDITORS & AUDIT REPORT

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, Deloitte Haskins & Sells, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the seventeenth annual general meeting (AGM) of the Company till the conclusion of the twentieth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

Report by the Auditors for the year ended 31st March 2015 forms part of the Financials.

Pursuant to Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit has been carried out by Mr. Nagendra D Rao, Practicing Company Secretary. Report of the secretarial auditor is given as an Annexure 2 which forms part of this report.

Remark: There have been instances of delay in depositing statutory dues.

Reply: In the opinion of the Board, the instances of delay in depositing statutory dues were on account of temporary mismatch in Cash Flows. The Board has set up good system to ensure timely deposit of statutory dues in future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO Conservation of Energy:

The Company has made energy saving efforts wherever possible. As part of Green Initiative, IGBC- LEED requirements and Energy conservation code, following energy conservation measures have been taken in our various projects:

* Use of solar lighting for landscape

* Use of VFD's

* Use of CFLs, LED's in lighting of common areas

* Conform to lighting power density requirements as per Green building norms for basements, driveways and other common areas

* Use of glass on external facade to maximize daylight views with appropriate shading coefficients, solar factor and solar heat gain coefficient

* Use of daylight sensors in office areas

* Use of lighting management system with timers for external lighting

* Use of surface reflective paint for reducing heat island effect and thereby reduce A/C loads

The Company's initiative of Green Building in one of its projects in subsidiary company, i.e. Cessna Business Park, has been awarded Platinum Certification under USGB's LEED ID C rating system. This is the highest rated Platinum LEED ID C projects in Asia and the second highest in the world having been awarded a total of 97 points by the U.S Green Building Council.

The projects Prestige Palladium Bayan and Prestige Polygon at Chennai have achieved precertification under the LEED India for Core & Shell Rating System.

Technology Absorption:

The Company as a part of progressive growth is always on the lookout for new technological innovations that can enhance the product quality, increase process speed, reduces adverse impact on the environment. Some of the measures used are:

* Use of low flow toilet fixtures with sensors, concealed valves, etc

* Use of STP treated water for flushing, landscaping and air-conditioning

* Harvesting rain water in the form of deep well recharging, collection, treatment and use of terrace storm water, etc

* Increased use of water cooled chillers

* Installation of organic waste convertors in large residential projects

* Use of centralised LPG reticulation system with piped gas supply to individual flats

* Use of CCTV, door video phones to enhance security

* Use of modular toilet partitions in lieu of conventional block work, tiling and wooden flush doors

* Use of in situ concrete load bearing walls constructed using aluminum formwork instead of RCC framed structure in-filled with block masonry that would be plastered on both internal and external faces

Research and Development:

The Company has verified and on research has adopted best suitable methods for execution of the projects. Some of such methods are listed here below:

* Adoption of pre-polished cut-to-size engineered stone flooring as against unpolished random slabs that caused large wastages in terms of time and effort put in for cutting, lifting, placing and polishing

* Introduction of laminated wooden flooring for faster and cleaner execution in place of conventional tiled flooring

* Use of soil nailing, shotcreting /guniting for stabilising steep slopes of excavation

* Use of chemical stabilisation techniques by using admixtures of available soil for road sub-base construction

* Introduction of non-destructive testing like Pile Dynamic Analyser test to reduce the dependency on conventional maintained pile load test, use of pile integrity test for assessing soundness of concrete in piled foundation

Foreign exchange earnings and outgo:

Foreign exchange earned during the year is equivalent to Rs. 25.60 mn (previous year Rs. 50.40 mn) and the expenditure is Rs. 593.30 mn (previous year Rs. 364.10 mn).

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

RISK MANAGEMENT:

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY POLICY & INITIATIVES:

Pursuant to the provisions of section 135 and schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors was formed to recommend (a) the policy on Corporate Social Responsibility (CSR) and (b) implementation of the CSR Projects or Programs to be undertaken by the Company as per CSR Policy for consideration and approval by the Board of Directors.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure 3 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company.

RELATED PARTY TRANSACTIONS:

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) are detailed in the notes to accounts in the Financial Statements of the Company.

VIGIL MECHANISM:

The Company has formulated and published a whistle blower policy to provide vigil mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with Section 177(9) of the Act and the revised clause 49 of the Listing agreement.

FORMAL ANNUAL EVALUATION:

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

PARTICULARS OF EMPLOYEES

Information as required under the provisions of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are detailed in Annexure 4 to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

In pursuance of section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, 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 had 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 and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors, had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

ACKNOWLEDGEMENTS

The Board of Directors sincerely thank the Company's valued customers, clients, suppliers, vendors, investors, bankers and shareholders for their trust and support towards the Company. The Board expresses its deepest sense of appreciation to all the employees whose professional committed initiative has laid the foundation for the organization's growth and success.

For and on behalf of the board

Sd/- Sd/- Irfan Razack Rezwan Razack Chairman & Managing Director Joint Managing Director

Place: Bengaluru Date: 30 May 2015

Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present their Seventeenth Annual Report of the business operations and the financial accounts of the Company for the year ended on March 31, 2014.

1. financial highlights

(? in Mn)

Particulars Standalone results Consolidated results

March 31, March 31, March 31, March 31, 2014 2013 2014 2013

Net Sales/ Income 21,525 16,063 26,467 20,112

Total expenditure 15,026 10,950 18,289 13,685

Profit before interest, depreciation, exceptional items and taxes 6,498 5,113 8,178 6,427

Less: Interest 1,261 897 2,290 1,489

Profit before depreciation, exceptional items and taxes 5,238 4,216 5,888 4,938

Less: Depreciation 355 330 893 682

Profit before exceptional items and taxes 4,882 3,886 4,995 4,256

Less: Exceptional items 0 0 0 0

Profit before taxes 4,882 3,886 4,995 4,256

Less: Provision for current taxation 1,524 1,135 1,798 1,331

Less/(Add): Income tax pertaining to earlier years 16 -4 30 30

Less/(Add): MAT Credit entitlement - - -30 -38

Less/(Add): Deferred taxation -58 -6 -48 -9

Profit after taxes 3,400 2,761 3,245 2,942

Share of profit from associates (Net) 0 0 -30 -33

Share in (Profit) / loss to minority interest 0 0 -72 -48

Adjustment on disinvestment in subsidiary companies 0 0 0 0

Adjustment arising on consolidation 0 0 0 0

Balance available for appropriation 3,400 2,761 3,143 2,860

Transfer to general reserve 170 69 170 69

Proposed dividend 525 420 525 420

Dividend distribution tax 89 71 89 71

Balance carried to balance sheet 2,620 2,200 2,359 2,299

(a) the year 2013-14 - financial Performance

Standalone financial Performance

- Revenue at Rs. 21,525 million, up by 34% as compared to the corresponding previous year (FY13) revenue of Rs. 16,064 million.

- EBIDTA at Rs.6,498 million, up by 27% as compared to the corresponding previous year (FY13) EBIDTA of Rs. 5,113 million.

- PAT at Rs.3,400 million, up by 23% as compared to the corresponding previous year (FY13) PAT of Rs. 2,760 million.

A detailed comparative summary of the standalone financial performance is as under:

Particulars FY 13-14 FY 12-13 Growth

Turnover (Rs. Mn) 21,525 16,064 34%

EBITDA (Rs. Mn) 6,498 5,113 27%

PAT (Rs. Mn) 3,400 2,760 23%

PAT % 16% 17% -6%

WACC 12.75% 13.01% 2%

D/E Ratio (Number of times) 0.46 0.37 -24%

consolidated financial Performance

- Consolidated Revenue at Rs. 26,467 million, up by 32% as compared to the corresponding previous year (FY13) consolidated revenue of Rs. 20,112 million.

- EBIDTA at Rs.8,076 million, up by 27% as compared to the corresponding previous year (FY13) consolidated EBIDTA of Rs. 6,345 million.

- PAT at Rs.3,215 million, up by 11% as compared to the corresponding previous year (FY13)consolidated PAT of Rs. 2,908 million.

A detailed comparative summary of the consolidated financial performance is as under:

Particulars FY 13-14 FY 12-13 Growth

Consolidated Turnover (Rs. Mn) 26,467 20,112 32%

Consolidated EBIDTA (Rs. Mn) 8,076 6,345 27%

Consolidated EBIDTA % 31% 32% -3%

Consolidated PAT (Rs. Mn) 3,215 2,908 11%

Consolidated PAT % 12% 14% -14%

Consolidated D/E Ratio (Number of times) 0.77 0.60 -28.33%

2. REVIEW OF OPERATIONS

Operational Highlights

- The Company has sold, for the year ended 31st March 2014, 4486 residential units and 0.22 Mnsft of commercial space, totaling to 7.5 Mnsft, amounting to Rs. 44,348 million. (PEPL Share: Rs. 36,323 million).

- For the year ended March 31, 2014, the average realization achieved is up by 13% at Rs. 5,912 per Sft as compared to the corresponding previous year''s average realization of Rs. 5,220 per Sft.

- Completed and delivered 3.18 million square feet of Commercial Office space.

- Registered total new leasing at 2.66 million square feet.

- The total collections for the year ended March 31, 2014 aggregated to Rs. 29,408 million as against Rs.19,695 millionof the previous year thereby recording a growth of 26%.

A detailed comparative summary of the operational performance is as under:

Particulars FY 13-14 FY 12-13 Growth

New sales - total

Amount (Rs. Lakhs) 44,348 37,274 19%

Area (Mnsf) 7.41 7.14 4%

Avg Realisation/Sft (Rs) 5,985 5,220 15%

new sales - Prestige share

Amount (Rs. Lakhs) 36,323 31221 16%

Area (Mnsf) 6.14 5.99 3%

Launches (Mnsf) 15.67 10.39 51%

Collections (Rs. Lakhs) 24753 19695 26%

During the year under review, your Company has sustained and also attained higher levels in terms of Revenue, Turnover, Sales and Collections as compared to 2012-13. During the year, eleven residential projects comprising 15.67 mnsf were launched.

Our new sales have been robust at over Rs. Rs. 44,348 millionin FY 13-14, which is above its guidance of Rs. 43,000 Mn. We expect the momentum of this growth to improve further in the coming years. We are looking at achieving Rs. 50,000Mn of new sales in FY 14-15. A brief comparative summary of sales achieved in FY 13-14 is as follows:

Area in Million Sft (Prestige share) Rs.in Lakhs

Particulars FY 13-14 FY 12-13

Area Units Value Area Units Value residential

Mid Income Segment 4.65 3,303 26,068 4.01 2,560 19,675

Premium Segment 1.27 397 9,166 0.89 239 6,471

Sub total - residential 5.92 3,699 35,234 4.9 2,799 26,146

Commercial 0.22 - 1,089 1.09 - 5,075

Total - Prestige share 6.14 3,699 36,323 5.99 2,799 31,221

Avg Realisation per sft 5,912 5,220

During the year, your Company has completed three commercial projects, two hospitality projects and one retail project aggregating to 3.18 million Sft of developable area, the details of which are as follows:

Project Location Segment Developable Economic Prestige Share Area (Mnsf) Interest (Mnsf)

Quarter I

Forum Vijaya Mall Chennai Retail 1.16 50.00% 0.58

Forum Vijaya - Commercial Chennai Commercial 0.55 50.00% 0.28

Cessna Business Park - B7 Bangalore Commercial 0.77 85.00% 0.65

Sub Total QI 2.48 1.51

Quarter II

Quarter III

Forum Value Mall - Service Apts Bangalore Hospitality 0.37 35.00% 0.13

Sub Total QIII 0.37 0.13

Quarter IV

Aloft Bangalore Hospitality 0.29 85.00% 0.25

Prestige Star I Bangalore Commercial 0.04 64.00% 0.03

Sub Total QIV 0.33 0.28

Grand Total 3.18 1.92

3. AUDITOR''S REPORT

The statutory auditors in their report have emphasised that Trade receivables outstanding for more than six months from the date on which they were due include an amount of Rs. 11,073 Lakhs relating to dues from certain parties which have been considered good and recoverable by the Management, inter alia, based on the continuing business relationships and arangements that the Company has with these parties.

In the opinion of the Board of Directos, the amount (Rs. 11,073 Lakhs) has been considered good and recoverable taking into acount the continuing business relationships and arrangements that the Company has with the parties from whom the amount is due.

4. DIVIDEND

Your Board of Directors has recommend a dividend of Rs.1.50 per equity share, (previous year Rs.1.20 per share) for the year ended March 31, 2014 amounting to pay-out of Rs.61.42Mn (inclusive of dividend distribution tax of Rs.8.92Mn) for consideration and approval by the shareholders at the ensuing Annual General Meeting.

The Company proposes to transfer Rs. 170.1Mn to General Reserve out of the amount available for appropriation and an amount of Rs. 2615.9Mn is retained in the Profit and Loss Account.

5. FIXED DEPOSITS

During the year, the Company has not accepted any deposits from the public.

6. SUBSIDIARIES

The Company presently has 22 subsidiary companies all of which are operating from India. During the year 2013-14, Valdel xtent Outsourcing Solutions Private Limited, the subsidiary Company has acquired 100% stake in Avyakth Cold Storages Private Limited, making it a step down subsidiary of the company.

As per the General Circular No. 2/2011 dated February 8, 2011, issued by Ministry of Corporate Affairs, the Balance Sheet, Profit and Loss Account Statement and other such documents of the subsidiaries are not being attached to the Balance Sheet of the Parent Company. However, as per the Circular, the consolidated financials of the Company and its subsidiaries have been inserted as a part of the Annual Report. Further, statement pursuant to Section 212 of the Companies Act, 1956, relating to Subsidiary Companies is attached herewith as Annexure to the Report.

The annual accounts of the subsidiary companies are kept open for inspection by any shareholder in the Registered Office of the Company. The Company shall provide a copy of annual accounts of subsidiaries to the shareholder on demand.

7. ACCOUNTING POLICIES

The financial statements have been prepared under the historical cost convention in accordance with Indian Generally Accepted Accounting Principles (GAAP) on the accrual basis and comply with applicable mandatory Accounting Standard prescribed under the Companies (Accounting Standard) Rules, 2006. The Company has complied with the revised Schedule VI of the Companies Act, 1956.

8. INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS ) RULES, 1988 CONSERVATION OF ENERGY:

The Company has made energy saving efforts wherever possible. As part of Green Initiative, IGBC-LEED requirements and Energy conservation code, following energy conservation measures have been taken in our various projects:

- Use of solar lighting for landscape

- Use of VFD''s

- Use of CFLs, LED''s in lighting of common areas

- Conform to lighting power density requirements as per Green building norms for basements, driveways and other common areas

- Use of glass on external facade to maximize daylight views with appropriate shading coefficients, solar factor and solar heat gain coefficient

- Use of daylight sensors in office areas

- Use of lighting management system with timers for external lighting

- Use of surface reflective paint for reducing heat island effect and thereby reduce A/C loads

The Company''s initiative of Green Building in one of its projects in subsidiary company, i.e. Cessna Business Park, has been awarded Platinum Certification under uSGB''s LEED ID C rating system. This is the highest rated Platinum LEED ID C projects in Asia and the second highest in the world having been awarded a total of 97 points by the u.S Green Building Council.

The projects Prestige Palladium Bayan and Prestige Polygon at Chennai have achieved precertification under the LEED India for Core & Shell Rating System.

TECHNOLOGY ABSORPTION:

The Company as a part of progressive growth is always on the lookout for new technological innovations that can enhance the product quality, increase process speed, reduces adverse impact on the environment. Some of the measures used are:

- Use of low flow toilet fixtures with sensors, concealed valves, etc

- Use of STP treated water for flushing, landscaping and air-conditioning

- Harvesting rain water in the form of deep well recharging, collection, treatment and use of terrace storm water, etc

- Increased use of water cooled chillers

- Installation of organic waste convertors in large residential projects

- Use of centralised LPG reticulation system with piped gas supply to individual flats

- Use of CCTV, door video phones to enhance security

- Use of modular toilet partitions in lieu of conventional block work, tiling and wooden flush doors

- Use of in situ concrete load bearing walls constructed using aluminum formwork instead of RCC framed structure in-filled with block masonry that would be plastered on both internal and external faces research and development:

The Company has verified and on research has adopted best suitable methods for execution of the projects. Some of such methods are listed here below:

- Adoption of pre-polished cut-to-size engineered stone flooring as against unpolished random slabs that caused large wastages in terms of time and effort put in for cutting, lifting, placing and polishing

- Introduction of laminated wooden flooring for faster and cleaner execution in place of conventional tiled flooring

- Use of soil nailing, shotcreting /guniting for stabilising steep slopes of excavation

- Use of chemical stabilisation techniques by using admixtures of available soil for road sub-base construction

- Introduction of non-destructive testing like Pile Dynamic Analyser test to reduce the dependency on conventional maintained pile load test, use of pile integrity test for assessing soundness of concrete in piled foundation foreign exchange earnings and outgo:

Foreign exchange earned during the year is equivalent to Rs.504 Lakhs (previous year Rs.509 Lakhs) and the expenditure is Rs.3,641 Lakhs (previous year Rs. 2,411 Lakhs).

9. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, having regard to the provisions of Section 219 (1) (b) (iv) of the said Act, the Annual Report excluding the aforementioned information is being sent to all the Members of the Company and others entitled thereto. Any member who is interested in obtaining such particulars may write to the Company, at the Registered Office of the Company.

10. DIRECTORS

As on the date, the Board of Directors of the Company comprises of 7 Directors, of whom 4 are Independent Directors and 3 are executive Directors. During the year under review, there was no change in the Board of Directors. Mr. Irfan Razack, Director would be retiring by rotation at the Annual General Meeting, who, being eligible, offers himself for re-appointment. Mr.Jagdeesh K Reddy, Mr. B.G Koshy, Dr. P Ranganath Nayak and Mr. Noor Ahmed Jaffer are proposed to be appointed as Independent directors of the Company whose period of office is liable to retire by rotation as per the Companies Act, 1956 and who have submitted a declaration that they meet the criteria for independence as provided in Section 149(6) of the Companies Act, 2013 and who are eligible for appointment in respect of whom the company has received a notice in writing under section 160 of the Companies Act, 2013 from a member proposing the candidature for the office of Director , who shall hold office up to September 24, 2019, not liable to retire by rotation. The brief profiles of directors proposed for appointment are annexed along with the notice of Annual General Meeting and the Board recommends their reappointment.

11. DIRECTORS'' RESPONSIBILITY STATEMENT

In pursuance of Section 217 (2AA) of the Companies Act, 1956, the Directors allege, as a part of their responsibility, that:

1. The Company has, in the preparation of the annual accounts, followed the applicable accounting standards along with proper explanations relating to material departures, if any.

2. The Directors have selected such accounting policies, 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 as on March 31, 2014and that of the Profit and Loss statement of the Company for the financial year ended March 31, 2014.

3. The Directors have taken proper and sufficient care in maintaining 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.

4. The Directors have prepared the annual accounts on a going concern basis.

12. AUDITORS

The Company''s auditors, M/s. Deloitte Haskins & Sells, are due to retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board of Directors, propose to reappoint M/s Deloitte Haskins & Sells as Statutory Auditors of the Company from the conclusion of Seventeenth Annual General Meeting until the conclusion of the Twentieth Annual General Meeting.

13. CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Report. The Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under the aforementioned Clause 49 is also attached to this Report.

14. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report as required under Clause 49(IV) (F) is attached along with this Report.

15. ACKNOWLEDGEMENTS

The Board of Directors sincerely thank the Company''s valued customers, clients, suppliers, vendors, investors, bankers and shareholders for their trust and support towards the Company. The Board expresses its deepest sense of appreciation to all the employees whose professional committed initiative has laid the foundation for the organization''s growth and success.

For and on behalf of the Board

Sd/- Sd/-

Irfan Razack Rezwan Razack

Chairman & Managing Director Joint Managing Director

Place: Bangalore Date : 26th May, 2014

Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present their Sixteenth Annual Report of the business operations and the financial accounts of the Company for the year ended March 31, 2013.

1. FINANCIAL HIGHLIGHTS

(Rs. In Lakhs) Particulars Standalone Results Consolidated Results March 31, March 31, March 31, March 31, 2013 2012 2013 2012

Net Sales/ Income 160,630 79,923 201,116 108,646

Total expenditure 109,502 50,858 136,849 75,562

Profit before interest, depreciation, exceptional items and taxes 51,128 29,065 64,267 33,084

Less: Interest 8,972 7,651 14,891 11,927

Profit before depreciation, exceptional items and taxes 42,156 21,414 49,376 21,157

Less: Depreciation 3,296 3,245 6,818 6,054

Profit before exceptional items and taxes 38,860 18,169 42,558 15,103

Less: Exceptional items 0 0 0 0

Profit before taxes 38,860 18,169 42,558 15,103

Less: Provision for current taxation 11,353 4,875 13,314 5,913

Less/(Add): Income tax pertaining to earlier years -39 -51 303 -82

Less/(Add): MAT Credit entitlement -384 0

Less/(Add): Deferred taxation -61 438 -89 432

Profit after taxes 27,607 12,907 29,414 8,840

Share of profit from associates (Net) 0 0 -333 -650

Share in (Profit) / loss to minority interest 0 0 -484 70

Adjustment on disinvestment in subsidiary companies 0 0 0 0

Adjustment arising on consolidation 0 0 0 79

Balance available for appropriation 27,607 12,907 28,597 8,339

Transfer to general reserve 690 323 690 323

Proposed dividend 4,200 3,937 4,200 3,937

Dividend distribution tax 714 641 714 641

Balance carried to balance sheet 22,003 8,006 22,993 3,438

(a) The Year 2012-13 - Financial Performance Standalone Financial Performance

- Revenue for FY 12-13 is at Rs. 1,60,630 lakhs, up by 101% as compared to the previous years revenue of Rs. 79,923 lakhs.

- EBIDTA for FY 12-13 is Rs. 51,128 lakhs, up by 76% as compared to the previous years revenue of Rs. 29,065 lakhs.

- PAT for FY 12-13 is Rs. 27,607 lakhs, up by 132% as compared to the previous year s revenue of Rs. 12,907 lakhs.

- Rental Income for FY 12-13 is Rs. 22,285 lakhs, up by 35% as compared to the previous year s rental income of Rs. 16,480 lakhs.

A detailed comparative summary of the standalone financial performance is as under:

Particulars FY 12-13 FY 11-12 Growth %

Turnover (Rs. Lakhs) 1,60,630 79,923 101%

EBIDTA (Rs. Lakhs) 51,128 29,065 76%

PAT (Rs. Lakhs) 27,607 12,907 114%

PAT % 17% 16% 6%

WACC 13.01% 13.63% -5%

Rental Income - Prestige Share (Rs. Lakhs) 22,285 16,480 35%

D/E Ratio (Number of times) 0.37 0.48 -23%

Consolidated Financial Performance

- Consolidated Revenue for FY 12-13 is at Rs. 2,01,116 lakhs, up by 85% as compared to the previous years revenue of Rs. 1,08,646 lakhs.

- Consolidated EBIDTA for FY 12-13 is Rs. 64,267 lakhs, up by 94% as compared to the previous year s revenue of Rs. 33,084 lakhs.

- Consolidated PAT for FY 12-13 is Rs. 29,081 lakhs, up by 255% as compared to the previous year s revenue of Rs. 8,190 lakhs.

A detailed comparative summary of the consolidated financial performance is as under:

Particulars FY 12-13 FY 11-12 Growth %

Consolidated Turnover (Rs. Lakhs) 2,01,116 1,08,646 85%

Consolidated EBIDTA (Rs. Lakhs) 64,267 33,084 94%

Consolidated EBIDTA % 32% 30% 5%

Consolidated PAT (Rs. Lakhs) 29,081 8,190 255%

Consolidated PAT % 14% 8% 92%

I Consolidated D/E Ratio (Number of times) 0.60 0.60

(b) Issue Proceeds from Equity

i) Utilization of Initial Public Offering- IPO Proceeds

The funds of Rs.1,14,768 Lakhs (excluding issue expenses), raised in the Initial Public Offering (IPO) in October 2010 have been fully utilized and there have been no deviations in utilization from the means as approved by the shareholders in the Annual General Meeting dated 28 July 2011.

ii) Institutional Private Placement- IPP

During the year ended March 31, 2013, your Company has successfully completed an Institutional Private Placement under Chapter VIII-A of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended, which opened on January 23, 2013 and closed on the same date. The total IPP proceeds were Rs. 36,398 Lakhs. Pursuant to this placement, 2,19,26,230 equity shares of Rs. 10 each at a premium of Rs. 156 per share were allotted on January 29, 2013. Issue expenses were Rs.953 Lakhs. The public shareholding in your Company has increased to 25% of its issued and paid up capital pursuant to the IPP

Your Company is thankful to all the investors for the overwhelming response and the confidence reposed on us.

2. REVIEW OF OPERATIONS Operational Highlights

- The Company has sold 3,566 units for the year ended March 31, 2013 totalling to 7.14 million square feet thereby translating to Rs. 3,72,740 lakhs of Sales (PEPL Share: Rs. 3,12,210 lakhs).

- For the year ended March 31, 2013, the average realization achieved is up by 18% at Rs. 5,220 per Sft as compared to the corresponding previous year s average realization of Rs. 4,426 per Sft.

- Completed and delivered 2.31 million square feet of Commercial Office space.

- Registered total new leasing at 2.10 million square feet.

- The total collections for the year ended March 31, 2013 aggregated to Rs. 1,96,950 lakhs as against Rs. 1,33,540 lakhs of the previous year thereby recording a growth of 47%.

A detailed comparative summary of the operational performance is as under:

Particulars FY 12-13 FY 11-12 Growth %

New Sales - Total Amount (Rs. Lakhs) 3,72,740 2,39,000 56%

Area (Mnsf) 7.14 5.40 32%

Avg Realization/Sft (Rs) 5,220 4,426 18%

New Sales - Prestige Share

Amount (Rs. Lakhs) 3,12,210 2,11,270 48%

Area (Mnsf) 5.99 4.91 22%

Launches (Mnsf) 10.39 10.04 4%

I Collections (Rs. Lakhs) 1,96,950 1,33,540 47%

During the year under review, your Company has accomplished the desired success. Revenue, Turnover, Sales and Collections have seen substantial growth as compared to 2011-12. During the fiscal, fifteen residential projects comprising 7.89 mnsf, six commercial projects comprising 2.37 Mnsf and one retail project of 0.12 Mnsf were launched.

The details of launches for the FY 2012-13 are as under:

Sl. No Project Location Segment Area (Mnsf)

Quarter I

1 Prestige Garden Bay Bangalore Residential

2 Prestige Glenwood Bangalore Residential

3 Prestige Silver Crest Bangalore Residential

4 Prestige Mayberry - I Bangalore Residential

5 Prestige Mayberry - II Bangalore Residential

6 Prestige Summer Fields Bangalore Residential

7 Prestige Silver Sun Bangalore Residential

Total - Quarter I

NAME Developable Economic No. of Units Interest (PEPL Share)

Prestige Garden Bay 0.64 72.00% 132

Prestige Garden Bay 0.32 65.00% 75

Prestige Garden Bay 0.25 100.00% 122

Prestige Garden Bay 0.12 45.00% 19

Prestige Garden Bay 0.39 62.00% 78

Prestige Garden Bay 0.26 43.00% 64

Prestige Garden Bay 0.21 43.00% 59

Prestige Garden Bay 2.19 549

Sl. No Project Location Segment Area (Mnsf)

Quarter II

8 Prestige Ferns Residency Bangalore Residential

9 Prestige Misty Waters Bangalore Residential

10 Prestige Tech Vista Bangalore Residential

Prestige West Holme Mangalore Residential

Sub Total - Residential

12 Prestige Tech Platina Bangalore Commercial

13 Prestige Star Bangalore Commercial

14 Prestige TMS Square Cochin Commercial

Sub Total - Commercial

15 Prestige TMS Square Cochin Retail

Sub Total - Retail Total - Quarter II Quarter III

16 Prestige Royale Garden - Phase I Bangalore Residential

17 Prestige Casabella Bangalore Residential

Sub Total - Residential

1 8 Prestige Falcon Tower Bangalore Commercial

19 Prestige Star II Bangalore Commercial

20 Prestige Trinity Centre Bangalore Commercial

Sub Total - Commercial Total - Quarter III Quarter IV

21 Prestige Brooklyn Heights Bangalore Residential

22 Prestige Spencer Heights Bangalore Residential

Sub Total - Residential Total - Quarter IV GRAND TOTAL

PROJECT Developable Economic No. of Units Interest PEPL Share)

Prestige Misty Waters 3.29 62.00% 821

Prestige Misty Waters 1.02 50.00% 282

Prestige Misty Waters 0.12 62.00% 20

Prestige Misty Waters 0.06 65.00% 13

Prestige Misty Waters 4.49 1,136

Prestige Misty Waters 1.43 66.66%

Prestige Misty Waters 0.04 64.00%

Prestige Misty Waters 0.17 50.00%

Prestige Misty Waters 1.64

Prestige Misty Waters 0.12 50.00%

Prestige Misty Waters 0.12

Prestige Misty Waters 6.25 1136

Prestige Misty Waters 0.43 68.50% 175

Prestige Misty Waters 0.48 75.00% 158

Prestige Misty Waters 0.91 333

Prestige Misty Waters 0.49 45.00%

Prestige Misty Waters 0.08 64.00%

Prestige Misty Waters 0.16 43.00%

Prestige Misty Waters 0.73

Prestige Misty Waters 1.64 333

Prestige Misty Waters 0.22 62.00% 94

Prestige Misty Waters 0.08 100.00% 34

Prestige Misty Waters 0.30 128

Prestige Misty Waters 0.30 128

Prestige Misty Waters 10.38 2,146

During the financial year 12-13, your Company has achieved 10.38 Mnsf of launches as against 8 Mnsf of the guidance set. We are looking at launching over 14 million Sft of developments in FY 13-14.

Our new sales have been robust at over Rs. 3,70,000 Lakhs in FY 12-13. The momentum of this growth is all set to improve further in the years to come. We are looking at clocking Rs. 4,30,000 Lakhs of new sales in FY 13-14 of which Prestige share would tentatively be around Rs. 3,70,000 Lakhs. A brief comparative summary of sales achieved in FY 12-13 is as follows:

Area in Million Sft

Rs in Lakhs Particulars FY 12-13 FY 11-12 Area Units Value Area Units Value Residential

Mid Income Segment 4.01 2,560 1,96,750 4.18 2,923 1,60,410

Premium Segment 0.89 239 64,710 0.39 78 32,100

Sub Total - Residential 4.90 2,799 2,61,460 4.57 3,001 1,92,500

Commercial 1.09 50,750 0.34 18,770

Total - Prestige Share 5.99 2,799 3,12,210 4.91 3,001 2,11,270

Total - LO Share 1.13 767 60,530 0.49 326 27,730

Total Sales 7.14 3,566 3,72,740 5.40 3,326 2,39,000

Avg Realisation per sft 5,220 4,426

Your Company has completed three commercial projects during the year aggregating to 2.31 million Sft of developable area, the details of which are as follows:

Project Location Segment Developable Economic Prestige Share Area (Mnsf) Interest (Mnsf)

Quarter III

Prestige Shantiniketan (Tower C) Bangalore Commercial 0.76 61.00% 0.46

Exora Business Park - Block 3 Bangalore Commercial 1.02 32.46% 0.33

Total 1.78 0.79

Quarter IV

Prestige Polygon Chennai Commercial 0.53 100.00% 0.53

Total 0.53 0.53

GRAND TOTAL 2.31 1.33

3. DIVIDEND

Your Board of Directors has recommend a dividend of Rs.1.2 per equity share, (last year also recommended and paid Rs.1.2 per share) for the year ended March 31, 2013 amounting to pay-out of Rs.491.4 Lakhs (inclusive of dividend distribution tax of Rs.71.4 Lakhs) for consideration and approval by the shareholders at the ensuing Annual General Meeting.

The Company proposes to transfer Rs. 690 lakhs to General Reserve out of the amount available for appropriation and an amount of Rs. 22,003 lakhs is retained in the Profit and Loss Account.

4. FIXED DEPOSITS

During the year, the Company has not accepted any deposits from the public.

5. SUBSIDIARIES:

The Company presently has 21 subsidiary companies all of which are operating from India. During the year 2012-13, the Company has increased its stake in the below companies.

Name of the Company Share holding % of stake Current holding in % as at acquired / (disinvested) in % 1 April 2012 during the year

Prestige Garden Resorts Private Limited 50 50 100

Cessna Garden Developers Private Limited 60 25 85

Prestige Constructions Ventures Private Limited 60 40 100

Villaland Developers Private Limited 51 9 60

As per the General Circular No. 2/2011 dated February 8, 2011, issued by Ministry of Corporate Affairs, the Balance Sheet, Profit and Loss Account Statement and other such documents of the subsidiaries are not being attached to the Balance Sheet of the Parent Company. However, as per the Circular, the consolidated financials of the Company and its subsidiaries have been inserted as a part of the Annual Report. Further, statement pursuant to Section 212 of the Companies Act, 1956, relating to Subsidiary Companies is attached herewith as Annexure to the Report.

The annual accounts of the subsidiary companies are kept open for inspection by any shareholder in the Registered Office of the Company. The Company shall provide a copy of annual accounts of subsidiaries to the shareholder on demand.

6. ACCOUNTING POLICIES

The financial statements have been prepared under the historical cost convention in accordance with Indian Generally Accepted Accounting Principles (GAAP) on the accrual basis and comply with applicable mandatory Accounting Standard prescribed under the Companies (Accounting Standard) Rules, 2006. The Company has complied with the revised Schedule VI of the Companies Act, 1956.

7. INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

Conservation of Energy:

The Company has made energy saving efforts wherever possible. As part of Green Initiative, IGBC-LEED requirements and Energy conservation code, following energy conservation measures have been taken in our various projects:

- Use of solar lighting for landscape

- UseofVFDs

- Use of CFLs, LEDs in lighting of common areas

- Conform to lighting power density requirements as per Green building norms for basements, driveways and other common areas

- Use of glass on external facade to maximize daylight views with appropriate shading coefficients, solar factor and solar heat gain coefficient

- Use of daylight sensors in office areas

- Use of lighting management system with timers for external lighting

- Use of surface reflective paint for reducing heat island effect and thereby reduce A/C loads.

The Company s initiative of Green Building in one of its projects in subsidiary company, i.e. Cessna Business Park has been awarded Platinum Certification under USGBs LEED ID C rating system. This is the highest rated Platinum LEED ID C projects in Asia and the second highest in the world having been awarded a total of 97 points by the U.S Green Building Council.

The projects Prestige Palladium Bayan and Prestige Polygon at Chennai have achieved precertification under the LEED India for Core & Shell Rating System.

Technology Absorption:

The Company as a part of progressive growth is always on the lookout for new technological innovations that can enhance the product quality, increase process speed, reduces adverse impact on the environment. Some of the measures used are:

- Use of low flow toilet fixtures with sensors, concealed valves, etc

- Use of STP treated water for flushing, landscaping and air-conditioning

- Harvesting rain water in the form of deep well recharging, collection, treatment and use of terrace storm water, etc

- Increased use of water cooled chillers

- Installation of organic waste convertors in large residential projects

- Use of centralised LPG reticulation system with piped gas supply to individual flats

- Use of CCTV, door video phones to enhance security

- Use of modular toilet partitions in lieu of conventional block work, tiling and wooden flush doors

- Use of in situ concrete load bearing walls constructed using aluminum formwork instead of RCC framed structure in-filled with block masonry that would be plastered on both internal and external faces

Research and Development:

The Company has verified and on research has adopted the best and most suitable methods for execution of the projects. Some of the methods are listed here below:

- Adoption of pre-polished cut-to-size engineered stone flooring as against unpolished random slabs that caused large wastages in terms of time and effort put in for cutting, lifting, placing and polishing

- Introduction of laminated wooden flooring for faster and cleaner execution in place of conventional tiled flooring

- Use of soil nailing, shotcreting /guniting for stabilising steep slopes of excavation

- Use of chemical stabilisation techniques by using admixtures of available soil for road sub-base construction

- Introduction of non-destructive testing like Pile Dynamic Analyser test to reduce the dependency on conventional maintained pile load test, use of pile integrity test for assessing soundness of concrete in piled foundation

Foreign exchange earnings and outgo:

Foreign exchange earned during the year is equivalent to Rs.509 Lakhs and the expenditure is Rs.2,411 Lakhs.

8. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217 (2A) the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However, having regard to the provisions of Section 219 (1) (b) (iv) of the said Act, the Annual Report excluding the aforementioned information is being sent to all the Members of the Company and others entitled thereto. Any member who is interested in obtaining such particulars may write to the Company, at the Registered Office of the Company.

9. DIRECTORS

As on the date, the Board of Directors of the Company comprises of 7 Directors, out of which 4 are Independent Directors. During the year under review, there was no change in the Board of Directors. Out of the current Directors of the Company, Mr. Rezwan Razack and Mr. Noaman Razack would be retiring by rotation, who, being eligible, offer themselves for re-appointment. Their brief profiles are annexed along with the notice of Annual General Meeting and the Board recommends their reappointment.

10. DIRECTORSÂ RESPONSIBILITY STATEMENT

In pursuance of Section 217 (2AA) of the Companies Act, 1956, the Directors confirm, as a part of their responsibility, that:

1. The Company has, in the preparation of the annual accounts, followed the applicable accounting standards along with proper explanations relating to material departures, if any.

2. The Directors have selected such accounting policies, 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 as on March 31, 2013 and that of the Profit and Loss statement of the Company for the financial year ended March 31, 2013.

3. The Directors have taken proper and sufficient care in maintaining 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.

4. The Directors have prepared the annual accounts on a going concern basis.

11. AUDITORS

The Company s auditors, M/s. Deloitte Haskins & Sells, are due to retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board of Directors, propose to reappoint M/s Deloitte Haskins & Sells as Statutory Auditors of the Company for the financial year 2013-2014.

12. CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Report. The Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under the aforementioned Clause 49 is also attached to this Report.

13. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report as required under Clause 49(IV) (F) is attached along with this Report.

14. ACKNOWLEDGEMENTS

The Board of Directors sincerely thank the Company s valued customers, clients, suppliers, vendors, investors, bankers and shareholders for their trust and support towards the Company. The Board expresses its deepest sense of appreciation to all the employees whose professional committed initiative has laid the foundation for the organization s growth and success.

For and on behalf of the Board

Irfan Razack Rezwan Razack

Chairman & Managing Director

Joint Managing Director

Date: May 21, 2013

Place: Bangalore

Mar 31, 2012

The Directors are pleased to present their Fifteenth Annual Report of the business operations and the financial accounts of the Company for the year ended March 31, 2012.

1. FINANCIAL HIGHLIGHTS

(Rs. In Lakhs)

Standalone Results Consolidated Results

Particulars March 31, March 31, March 31, March 31, 2012 2011 2012 2011

Net Sales/ Income 79,923 146,148 108,646 161,134

Total expenditure 50,858 106,121 75,562 116,926

Profit before interest, depreciation, 29,065 40,027 33,084 44,208 exceptional items and taxes

Less: Interest 7,651 7,872 11,927 12,342

Profit before depreciation, 21,414 32,155 21,157 31,866 exceptional items and taxes

Less: Depreciation 3,245 3,323 6,054 6,061

Profit before exceptional items and taxes 18,169 28,832 15,103 25,805

Less: Exceptional items - - - -

Profit before taxes 18,169 28,832 15,103 25,805

Less: Provision for current taxation 4,875 7,580 5,913 8,228

Less/(Add): Income tax pertaining to earlier years (51) 126 (82) 152

Less/(Add): Deferred taxation 438 771 432 759

Profit after taxes 12,907 20,355 8,840 16,666

Share of profit from associates (Net) - - (650) 510

Share in (Profit) / loss to minority interest - - 70 (81)

Adjustment on disinvestment - - - 392 in subsidiary companies

Adjustment arising on consolidation - - 79 (182)

Balance available for appropriation 12,907 20,355 8,339 17,305

Transfer to general reserve 323 509 323 588

Proposed dividend 3937 3937 3,937 3,937

Dividend distribution tax 641 621 641 654

Balance carried to balance sheet 8,006 15,288 3,438 12,126

(a) The Year 2011-12 Ã Financial Performance

Standalone Results

During the year, your Company has achieved a total income of Rs. 79,923 Lakhs and Profit After Tax (PAT) of Rs. 12,907 Lakhs for the year ended March 31, 2012 against the total income of Rs. 146,148 Lakhs and Profit After Tax of Rs.20,355 Lakhs for the previous financial year ended March 31, 2011. The total income reduced by 45% and PAT by 37%. The EBITDA for the current year stands at Rs. 29,065 Lakhs as compared to Rs.40,027 Lakhs for the previous year. The decline is primarily on account of lower recognition as per accounting guideline.

The expenses reduced from Rs. 117,316 Lakhs to Rs.61,754 Lakhs in the current financial year due to reduction in recognition of revenues from ongoing projects. As a percentage of total income, it is decreased from 80% to 77%.

Consolidated Results

The consolidated income of the Company is Rs. 108,646 Lakhs and PAT is Rs. 8,840 Lakhs for the financial year ended March 31, 2012 as compared to consolidated income of Rs.161,134 Lakhs and PAT of Rs. 16,666 Lakhs for the financial year ended March 31, 2011. The income is reduced by 33% and PAT is reduced by 47%.

(b) Utilisation Of Issue Proceeds

The funds of Rs.114,768 Lakhs (excluding issue expenses), raised in the Initial Public Offering (IPO) in October 2010, have been utilised as per the statement shown below:

(Rs. In Lakhs)

Amount approved by Amount utilised till Expenditure items share holders in the AGM March 31, 2012 held on July 28, 2011

Finance our ongoing projects 39,860 34,223 and projects under development

Investment in our existing subsidiaries for 7,399 7,399 the construction and development of projects

Financing for the acquisition of land 7,728 7,728

Repayment of loans 37,348 37,348

General corporate purposes 22,433 22,433

TOTAL 114,768 109,131

The amounts unutilised are invested/held in:

a) Fixed deposit and Mutual Funds 5,000

b) Balance with banks in current accounts 637

Total 5,637

The Shareholders of the Company in the Fourteenth Annual General Meeting held on July 28, 2011 have given their approval under Section 61 of the Companies Act, 1956 for varying, modifying, revising the purpose of utilisation of IPO proceeds in consideration of business prospects and funding requirements of the Company.

2. REVIEW OF OPERATIONS

During the year under review, the Company has been successful in maintaining the tempo of growth. Two residential projects comprising of 19.37 Lakh square feet and four commercial projects consisting of 9.50 Lakh square feet and one hospitality project of 1.57 Lakh square feet were completed and delivered. The details are as below:

Name of the Project Number of Developable Area in Location Apartments lakh square feet

Residential projects:

Prestige Neptune's Courtyard 374 10.80 Kochi

Prestige Southridge 264 8.57 Bangalore

TOTAL 638 19.37

Commercial projects:

Prestige Dynasty II N.A. 1.44 Bangalore

Prestige Atrium N.A. 1.72 Bangalore

Prestige Palladium N.A. 2.99 Chennai

Cessna Business Park - B5 Block N.A 3.26 Bangalore

TOTAL 9.50

Hospitality projects:

Prestige Golfshire - Clubhouse N.A. 1.57 Bangalore

The Prestige Neptune's Courtyard is a marina condominium development on Marina Drive, Kochi, designed with modern architectural techniques, have unique features like 'Sky Club' on the 13th floor of each of the 7 towers, housing a lounge, party hall and small theatre.

Prestige Southridge is a residential project spread over 9.60 acres of land at South Bangalore, with an exceptional feature of using only 14% of land for construction and the balance area being used for landscaping.

During the year, the Company has launched 7 projects aggregating to 128.89 lakh sft including 4 residential projects, 2 commercial projects and 1 retail project that have received overwhelming response. They are:

Project Location Segment Developable Number of Economic Area in Lakh Sqft Units Interest

Prestige Tranquility Bangalore Residential 45.65 2,368 100.00%

Prestige Park View Bangalore Residential 9.27 376 65.00%

Prestige Sunny Side Bangalore Residential 9.76 395 100.00%

Prestige Bella Vista Chennai Residential 50.43 2,613 60.00%

Prestige Trade Towers Bangalore Commercial 6.13 N.A. 45.00%

Excelsior Bangalore Commercial 2.20 N.A. 32.46%

Forum Mysore Mall Mysore Retail 5.45 N.A. 50.99%

With Prestige Bella Vista, the Company has forayed into the residential market of Chennai. The project has been well received by the people in Chennai. Within three months of launch, around 900 units were sold.

The Company has been pioneer in introducing mall concept in Bangalore. It is now spreading the mall concept to Mysore, a Tier II city with high growth potential in Karnataka.

3. DIVIDEND

Your Board of Directors has recommended a dividend of Rs.1.20 per equity share (last year also recommended and paid Rs.1.20 per equity share) for the year ended March 31, 2012 amounting to pay-out of Rs. 4,578 Lakhs (inclusive of dividend distribution tax of Rs. 641 Lakhs) for consideration and approval by the shareholders at the ensuing Annual General Meeting.

The Company proposes to transfer Rs. 323 Lakhs to General Reserve out of the amount available for appropriation and an amount of Rs. 8,006 Lakhs is retained in the Profit and Loss Account.

4. FIXED DEPOSITS

During the year, the Company has not accepted any deposits from the public.

5. SUBSIDIARIES

The Company presently has 20 subsidiary companies all of which are operating from India. During the year 2011-12, the Company has increased/(diluted) its stake in the below companies: Shareholding % of stake Current in % as at acquired / holding in Name of the Company 1 April 2011 (disinvested) % during the year

Prestige Amusements Private Limited 45.45 5.57 51.02

Valdel Xtent Outsourcing Solutions Private Limited 91.65 8.35 100.00

Westpalm Developments Private Limited 53.50 7.50 61.00

The Company has also subscribed for 25,39,980 Optionally Fully Convertible, Non-cumulative, Redeemable Preference Shares (OFCNRPS) of Rs.10 each of Prestige Leisure Resorts Private Limited at a premium of Rs.72.68 per share.

Further, in one of the associate company, namely Vijaya Productions Private Limited, the Company has increased its stake by 2.30% i.e. from 47.70% to 50% as per the Agreement entered by the Company in 2006.

As per the General Circular No. 2/2011 dated February 8, 2011, issued by Ministry of Corporate Affairs, the Balance Sheet, Profit and Loss Account Statement and other such documents of the subsidiaries are not being attached to the Balance Sheet of the Parent Company. However, as per the Circular, the consolidated financials of the Company and its subsidiaries have been inserted as part of the Annual Report. Further, statement pursuant to Section 212 of the Companies Act, 1956, relating to Subsidiary Companies is attached herewith as Annexure to the Report.

The annual accounts of the subsidiary companies are kept open for inspection by any shareholder in the Registered Office of the Company. The Company shall provide a copy of annual accounts of subsidiaries to the shareholder on demand.

6. ACCOUNTING POLICIES

The financial statements have been prepared under the historical cost convention in accordance with Indian Generally Accepted Accounting Principles (GAAP) on the accrual basis and comply with applicable mandatory Accounting Standard prescribed under the Companies (Accounting Standard) Rules, 2006. During the year ended March 31, 2012, the revised Schedule VI as notified under Companies Act, 1956 has become applicable and the Company has complied with the same.

7. INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 Conservation of Energy:

The Company has made energy saving efforts wherever possible. As part of Green Initiative, IGBC-LEED requirements and Energy conservation code, following energy conservation measures have been taken in our various projects:

- Use of solar lighting for landscape

- Use of VFD's

- Use of CFL's, LED's in lighting of common areas

- Conform to lighting power density requirements as per Green building norms for basements, driveways and other common areas

- Use of glass on external facade to maximise daylight views with appropriate shading coefficients, solar factor and heat gain solar coefficient

- Use of daylight sensors in office areas

- Use of lighting management system with timers for external lighting

- Use of surface reflective paint for reducing heat island effect and thereby reduce A/C loads.

The Company has adopted the concept of Green Building for one of its project in subsidiary company, i.e. Cessna Business Park. The concept of Green Building embodies the principle of conservation of the natural resource, utilisation of eco- friendly equipments/recycled materials, adoption of effective controls and building management system, efficient utilisation of water and renewable energy, etc.

A most comprehensive certification process named LEED (Leadership in Energy and Environmental Design) has been adopted in India to rate such green buildings. Prestige Group has received LEED Gold Certification for the projects Prestige Palladium Bayan and Exora Business Park. The Group is also in process of attaining LEED Gold rating for projects like Prestige Polygon, Cessna Business Park and also the office space of Prestige Shantiniketan.

Technology Absorption:

The Company as a part of progressive growth is always on the lookout for new technological innovations that can enhance the product quality, increase process speed, reduce adverse impact on the environment. Some of the measures used are:

- Use of low flow toilet fixtures with sensors, concealed valves, etc

- Use of STP treated water for flushing, landscaping and air-conditioning

- Harvesting rain water in the form of deep well recharging, collection, treatment and use of terrace storm water, etc

- Increased use of water cooled chillers

- Installation of organic waste convertors in large residential projects

- Use of centralised LPG reticulation system with piped gas supply to individual flats

- Use of CCTV, door video phones to enhance security

- Use of modular toilet partitions in lieu of conventional block work, tiling and wooden flush doors

- Use of in situ concrete load bearing walls constructed using aluminum formwork instead of RCC framed structure in- filled with block masonry that would be plastered on both internal and external faces

Research and Development:

The Company has verified and on research has adopted best suitable methods for execution of the projects. Some of such methods are listed here below:

- Adoption of pre-polished cut-to-size engineered stone flooring as against unpolished random slabs that caused large wastages in terms of time and effort put in for cutting, lifting, placing and polishing

- Introduction of laminated wooden flooring for faster and cleaner execution in place of conventional tiled flooring in some of the projects

- Use of soil nailing, shotcreting /guniting for stabilising steep slopes of excavation

- Use of chemical stabilisation techniques by using admixtures of available soil for road sub-base construction

- Introduction of non-destructive testing like Pile Dynamic Analyser test to reduce the dependency on conventional maintained pile load test, use of pile integrity test for assessing soundness of concrete in piled foundation

Foreign exchange earnings and outgo:

Foreign exchange earned during the year is equivalent to Rs. 238 Lakhs and the expenditure is equivalent to Rs. 537 Lakhs.

8. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors' Report. However, having regard to the provisions of Section 219 (1) (b) (iv) of the said Act, the Annual Report excluding the aforementioned information is being sent to all the Members of the Company and others entitled thereto. Any member who is interested in obtaining such particulars may write to the Company, at the Registered Office of the Company.

9. DIRECTORS

As on date, Board of Directors of the Company comprises of 7 Directors, out of which 4 are Independent Directors. During the year under review, there was no change in the Board of Directors. Out of the current Directors of the Company, Mr. Noor Ahmed Jaffer and Dr. Pangal Ranganath Nayak would be retiring by rotation, who being eligible, offer themselves for re-appointment. Their brief profiles are annexed along with the notice of Annual General Meeting and the Board recommends their reappointment.

10. DIRECTORS' RESPONSIBILITY STATEMENT

In pursuance of Section 217 (2AA) of the Companies Act, 1956, the Directors allege, as apart of their responsibility, that:

1. The Company has, in the preparation of the annual accounts, followed the applicable accounting standards along with proper explanations relating to material departures, if any.

2. The Directors have selected such accounting policies, 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 as on March 31, 2012 and that of the Profit and Loss statement of the Company for the financial year ended March 31, 2012.

3. The Directors have taken proper and sufficient care in maintaining 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.

4. The Directors have prepared the annual accounts on a going concern basis.

11. AUDITORS

The Company's auditors, M/s. Deloitte Haskins & Sells, are due to retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board of Directors, propose to reappoint M/s Deloitte Haskins & Sells as Statutory Auditors of the Company for the financial year 2012-13.

12. CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Report. The Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under the aforementioned Clause 49 is also attached to this Report.

13. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report as required under Clause 49(IV) (F) is attached along with this Report.

14. ACKNOWLEDGEMENTS

The Board of Directors sincerely thank the Company's valued customers, clients, suppliers, vendors, investors, bankers and shareholders for their trust and support towards the Company. The Board expresses its deepest sense of appreciation to all the employees whose professional committed initiative has laid the foundation for the organisation's growth and success.

For and on behalf of the Board

Irfan Razack Rezwan Razack

Chairman & Managing Director Joint Managing Director

Date : May 28, 2012

Place : Bangalore

Mar 31, 2011

The Directors are pleased to present their Fourteenth annual report of the business operations and the financial accounts of the Company for the year ended 31 March 2011.

1. FINANCIAL HIGHLIGHTS

Rs in Million

Particulars Standalone Results Consolidated Results 31-Mar-11 31-Mar-10 31-Mar-11 31-Mar-10

Total Income 14,615 9,932 16,113 10,860

Less: Total Expenditure 10,612 7,314 11,693 8,008

Profit before Interest, Depreciation, Exceptional items and Taxes 4,003 2,618 4,420 2,852

Less: Interest 787 661 1,234 783

Profit before Depreciation, Exceptional items and Taxes 3,216 1,957 3,186 2,069

Less: Depreciation 333 350 606 491

Profit before Exceptional items and Taxes 2,883 1,607 2,580 1,578

Less: Preliminary expenses written off - - - 1

Profit before Taxes 2,883 1,607 2,580 1,577

Less: Provision for Current taxation 758 240 823 330

Less/(Add): Income tax pertaining to earlier years 13 (21) 15 (21)

Less/(Add): Deferred taxation 77 (29) 76 (26)

Profit after Taxes 2,035 1,417 1,666 1,294

Share of Profit from Associates (Net) - - 51 172

Share in (Profit)/loss to Minority Interest - - (8) 36

Adjustment on disinvestment in Subsidiary companies - - 39 -

Adjustment arising on consolidation - - (18) (28)

Balance available for Appropriation 2,035 1,417 1,730 1,474

Transfer to General Reserve 51 - 59 -

Proposed Dividend 394 - 394 -

Dividend Distribution tax 62 - 65 -

Balance carried to balance sheet 1,528 1,417 1,212 1,474

(a) Initial Public Offering

During the year, the Company has completed its Initial Public Offering of 6,55,73,770 Equity Shares of Rs 10/- each at a premium of Rs 173/- per Equity Share aggregating to Rs 183/- per Equity Share. The total issue si2e was Rs 12,000 million. The Initial Public Offer was subscribed by 2.26 times. The Companys shares got listed on the National Stock Exchange of India Limited and Bombay Stock Exchange Limited on 27 October 2010.

(b) The Year 2010-11 - Financial Performance

Standalone Results

During the year, your Company has achieved a total income of Rs 14,615 million and Profit after tax (PAT) of Rs 2,035 million for the year ended 31 March 2011 against the total income of Rs 9,932 million and Profit after tax of Rs 1,417 million for the previous financial year ended 31 March 2010. The total income increased by 47% and PAT by 44%. The EBITDA for the current year stands at Rs 4,003 million as compared to Rs 2,618 million for the previous year.

The expenses increased from Rs 7,314 million to Rs 10,612 million in the current financial year due to increase in developmental activities. As a percentage of sales, it is decreased from 74% to 73%.

Consolidated Results

The consolidated income of the Company is Rs 16,113 million and PAT is Rs 1,666 million for the financial year ended 31 March 2011 as compared to consolidated income of Rs 10,860 million and PAT of Rs 1,294 million for the financial year ended 31 March 2010. The income is increased by 48% and PAT is increased by 29% as well as the EBITDA which has also increased by 55% compared to the previous financial year.

(c) Utilization of Issue Proceeds

Out of the total IPO proceeds of Rs 11,476 million (excluding issue expenses), an amount of Rs 8,714 million is utilized as shown below:

(Rs in million)

Expenditure Items Amount to be utilized Amount utilized till

as per Prospectus 31-Mar-2011

Finance our ongoing projects and projects under development 4,288 1,821

Investment in our existing subsidiaries for the construction and development 1,931 442 of projects

Financing for the acquisition of Land 213 768

Repayment of loans 2,800 3,438

General Corporate Purposes 2,243 2,243

TOTAL 11,476 8,714

The amounts unutilized are invested/held in:

a) Fixed deposit and Mutual Funds 2,300

b) Balance with banks in current accounts 462

Total 2,762

The unutilized funds as at 31 March 2011 have been temporarily invested in fixed deposits with the scheduled banks, investments in mutual funds and in current account balance with scheduled banks.

The actual utilization of IPO proceeds has exceeded the amounts mentioned in the offer document in respect of repayment of certain loans aggregating to Rs 638 million. This has been done in order to accelerate the repayment of loans instead of parking the funds in low interest yielding liquid funds, which would result in saving the cost of borrowing. Rs 763 million and Rs 1,344 million have been utilized for acquisition of land and ongoing projects other than those mentioned in the offer document respectively.

The Company has striked beneficial deals in acquiring new land parcels and the earmarked projects are on the slow phase. Hence, to ensure optimum utilization of funds in the best interest of the Company and as a part of good corporate governance, the Board has proposed to seek the approval and/or ratification of the members for utilisation of the IPO proceeds in any new area, avenue, expenditure, head or in any or all the utilisation purposes stated in the Prospectus dated 19 October 2010. As recommended by the Audit Committee, the Board of Directors has approved/retified the changes in utilisation of IPO proceeds. Further as aforementioned, the Board has placed the proposal before the members under agenda Item No. 8 in the notice calling Annual General Meeting attached herewith.

2. REVIEW OF OPERATIONS

Business Operations: The Company is an integrated Real Estate Developer with its major interest in South India. The Companys operations include identification and acquisition of land, development, marketing, selling and leasing property to generate income.

During the financial year, the Group has completed and delivered 14 projects aggregating to 16.6 msf which includes 6 residential projects consisting of 9.8 msf and 8 commercial projects consisting of 6.8 msf.

3. DIVIDEND

The Board of Directors is pleased to recommend a dividend of 12% on the paid-up equity share capital of the Company, which works out to Rs 1.20 per equity share, for consideration and approval by the shareholders at the Annual General Meeting. The total payout amounts to Rs 456 million including dividend distribution tax of Rs 62 million.

The Company proposes to transfer Rs 51 million to General Reserve out of the amount available for appropriation and an amount of Rs 1,528 million is retained in the Profit and Loss Account.

4. FIXED DEPOSITS

During the year, the Company has not accepted any deposits from the public.

5. SUBSIDIARIES:

The Company presently has 19 subsidiary companies all of which are operating from India. During the year 2010-11, the Company has increased/(diluted) its stake in the below Companies:

Name of the Company Shareholding %of Stake acquired/ Current in % as at (disinvested) holding 01-Apr-2010 during the year in%

Cessna Garden Developers Private Limited 35.00 25.00 60.00

Prestige Bidadi Holdings Private Limited 59.94 40.00 99.94

Valdel Xtent Outsourcing Solutions Private Limited 60.00 31.65 91.65

Exora Business Parks Private Limited 55.00 (22.54) 32.46

Villaland Developers Private Limited Nil 51.00 51.00

The Company has noted that its subsidiaries, Cessna Garden Developers Private Limited, Prestige Leisure Resorts Private Limited and Team United Engineers (India) Private Limited need financial support. The subsidiaries have adopted turnaround strategy by which their management believes to generate profits in future. But till such time, the subsidiaries need the support. The Company has fixed a maximum cap for financial support which can be extended to its group companies by way of ICDs, investment or guarantees or security for the loans availed by them.

As per the General Circular No. 2/2011 dated 8 February 2011, issued by Ministry of Corporate Affairs, the Parent Company is exempted from attaching a Balance Sheet, Profit and Loss Account Statement and other such documents of the subsidiaries to the Balance Sheet of the Parent Company. However, the Consolidated financials of the Company and its subsidiaries are prepared in accordance with Accounting Standards AS-21, AS-23 and AS-27 under the relevant provisions of Companies Act, 1956 and have been inserted as part of the Annual Report. Further, statement pursuant to Section 212 of the Companies Act, 1956, relating to Subsidiary Companies in attached herewith as Annexure to the Report.

The annual accounts of the subsidiary companies are kept open for inspection by any shareholder in the Registered Office of the Company. The Company shall provide a copy of annual accounts of subsidiaries to the shareholder on demand.

6. ACCOUNTING POLICIES

The financial statements have been prepared under the historical cost convention in accordance with Indian Generally Accepted Accounting Principles (GAAP) on the accrual basis and comply with applicable mandatory Accounting Standard prescribed under the Companies (Accounting Standard) Rules, 2006. The accounting policies have been consistently applied. All the amounts are stated in Indian Rupees, except as otherwise specified.

7. INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

Conservation of Energy : The Company has made energy saving efforts wherever possible.

Technology Absorption : Not Applicable

Research and Development: Not Applicable

Foreign exchange earnings and outgo: Foreign exchange earned during the year is equivalent to Rs 28 million and the expenditure is equivalent to Rs 187 million.

8. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However, having regard to the provisions of Section 219 (1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any member who is interested in obtaining such particulars may write to the Company, at the Registered Office of the Company.

9. DIRECTORS

During the year under review, the Board has co-opted Mr. Noaman Razack as an Additional Director. Further, Mr. Noaman Razack is being recommended to be appointed as an Executive, Whole-time Director on the Board with the approval of members in the ensuing Annual General Meeting. The brief profile of Mr. Noaman Razack is annexed along with the notice of Annual General Meeting. Out of the current Directors of the Company, Mr. Jagdeesh K. Reddy and Mr. BG. Koshy would be retiring by rotation, who, being eligible, offer themselves for re-appointment. Their brief profiles are also annexed along with the notice of Annual General Meeting and the Board recommends their re-appointment.

10. DIRECTORS RESPONSIBILITY STATEMENT

In pursuance of Section 217 (2AA) of the Companies Act, 1956, the Directors allege, as apart of their responsibility, that:

1. The Company has, in the preparation of the annual accounts, followed the applicable accounting standards along with proper explanations relating to material departures, if any.

2. The Directors have selected such accounting policies, applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31 March 2011 and that of the Profit and Loss statement of the Company for the financial year ended 31 March 2011.

3. The Directors have taken proper and sufficient care in maintaining 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.

4. The Directors have prepared the annual accounts on a going concern basis.

11. AUDITORS

The Companys auditors, M/s. Deloitte Haskins & Sells, are due to retire at the conclusion of the ensuing Annual General Meeting and have expressed their ability and interest for re-appointment as Statutory Auditors. The Board of Directors, propose to re-appoint M/s. Deloitte Haskins & Sells as Statutory Auditors of the Company for the financial year 2011-12.

12. CORPORATE GOVERNANCE

In accordance with Clause 49 of the Listing Agreement with the Stock Exchanges, a separate report on Corporate Governance along with the Auditors Certificate is annexed along with this Report.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Clause 49(TV)(F) is attached along with this Report.

14. ACKNOWLEDGEMENTS

The Board of Directors sincerely thank the Companys valued customers, clients, suppliers, vendors, investors, bankers and shareholders for their trust and support towards the Company. The Board expresses its deepest sense of appreciation to all the employees whose professional committed initiative has laid the foundation for the organisations growth and success.

For and on behalf of the Board

Irfan Razack Rezwan Razack

Chairman & Managing Director Joint Managing Director

Date: 17 May 2011

Place: Bengaluru

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