Prime Property Development Corporation Ltd

To

The Members,

Prime Property Development Corporation Limited

Your Directors have pleasure in presenting the 32^nd Annual Report of your Company along- with the Audited Statement of Accounts for the year ended March 31, 2024.

2. Dividend:

Due to current market situation and for the future growth of the Company, your Directors do not recommend any Dividend for the year 2023-2024.

3. Brief description of the Company's State of affair:

Current Year's Operation:

Your Company, during the current period ended on 31^st March, 2024 has incurred profit of Rs.5,108.10 thousand as against profit of Rs. 69,687.92 thousand in the previous year.

The Proposed residential project in the Subsidiary company at Juhu has been commenced after obtaining all the approvals from the authorities and the construction work is in progress. During the year, the subsidiary company booked revenue on sale of the flats from the residential project and hopes to book the remaining sales in the next financial year.

Future Prospects:

The project is registered under RERA and expects to complete the same in the next financial year. A necessary approval for commencement of construction activity has since been received from the Authorities for your Company s project, on a land parcel at Juhu. The Company has started the development activity in right earnest. Resumption of real estate development activity, after lapse of sometime, is expected to boost your Company s balance sheet in future Years. The company is hoping to complete the project in the next financial year and book revenue from the balance unsold residential flats.

4. Details in respect of adequacy of internal financial controls with reference to the Financial Statements:

Adequate internal controls, systems, and checks are in place, commensurate with the size of the Company and the nature of its business. The management exercises financial control on the Company s operations through monitoring and standard operating procedures.

The management undertakes corrective action in the respective areas and thereby further strengthens the internal controls. Significant observations and corrective actions thereon, if any, are presented to the Audit Committee of the Board which in turn ensures that necessary corrective actions suggested are put in place. The CEO& CFO have given a declaration in the appropriate format to certify that the financial statements prepared are accurate and complete in all aspects and that there are no significant issues that can impair the financial performance of the Company.

5. Details of Subsidiary Companies and the details pertaining to its Performance and financial position:

M/s. Sea-King Club Private Limited is a wholly owned subsidiary of M/s. Prime Property Development Corporation Limited.

The residential project undertaken by the Company is currently in progress. It is the high end project located at very prime location in Mumbai. The management expects good returns from the said project which shall boost the financials of the company. During the year, the subsidiary company has booked revenue on sale of the flats from the residential project and hopes to book the remaining sales in the next financial year.

6. Deposits:

Your Company has not accepted deposits from the public during the year under review.

7. Statutory Auditors:

The Company has appointed M/s Vora & Associates, Chartered Accountants Mumbai, Registration No. 111612W as Statutory Auditor for a term of 5 Years i.e. from conclusion of 30^th Annual General Meeting until conclusion of 35^th Annual General Meeting.

They have confirmed that they are not disqualified from being appointed as Auditors of the Company.

8. Auditors' Report:

The observations made by the Auditors in their Report read with relevant notes as given in the Notes on Accounts annexed to the Accounts, are self-explanatory and therefore do not call for any further comments under Section 134 (3)(f) of the Companies Act, 2013.

The Auditors of the Company have not raised any queries or made any Qualifications on the Accounts adopted by the Board which were then audited by them.

9. Share Capital:

During the year 2023-2024 the Company has not made any issuance of equity shares with differential voting Rights, Sweat Equity Shares and Employee Stock Option.

10. Annual return:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year ended March 31, 2024 is available on the website of the Company at https://www.ppdcl.com

11. Conservation of energy, technology absorption and foreign exchange earnings and out go the details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

Conservation of energy: The information required under the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to the conservation of energy and technology absorption is not applicable, as the Company is not carrying out any manufacturing operation

A) Foreign exchange earnings and Outgo:

B) Technological Absorption: Your Company has not imported any technology.

12. Corporate Social Responsibility (CSR):

The Corporate Social Responsibility Committee (CSR Committee) has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, the Formulation of CSR Committee, The frequency of Meeting, the manner of Expenditure and the Initiatives to be undertaken which has been approved by the Board. The CSR Policy may be accessed on the Company s website at the link: www.ppdcl.com.

The Company is not falling under the purview of Section 135 of the Companies Act, 2013 and Rules made there under and therefore, Company is not required to contribute any amount towards Corporate Social Responsibility.

- During the year under review, the Board composition remained unchanged.

Further, late Ms. Aishwarya C. Khanvilkar (ACS No:69438) ceased from the post of Company Secretary & Compliance Officer w.e.f 23.12.2023 due to sudden demise on 23.12.2023. Mrs. Neelam Maheshwari (ACS No:16401) has been appointed as Company Secretary & compliance officer w.e.f 10^th May,2024.

Except the above mentioned changes, no other changes have been made in the Composition of Board of Directors.

Mr. Manish P Soni is liable to retire by rotation at the 32^nd Annual General Meeting in terms of Section 152 read with Section 149(13) of the Companies Act 2013 and the said Director has offered himself for reappointment.

The resolution for his reappointment is incorporated in the Notice of the ensuing Annual General Meeting and the brief profile and other information as required under Regulation 36(3) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 ("Listing Regulations") relating to him forms part of the Notice of ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and SEBI (LODR) Regulations.

The Certificate from M/s SG and Associates is been obtained by the Company pursuant to Regulation 34 and Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same is annexed to this Report as "Annexure F"

C) Annual Evaluation of the Board Members: The Company has devised a Policy for performance evaluation of the Board, Committees, Independent Directors, and other Directors as a whole (including its Committees) which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors.

D)Familiarization of Independent Directors:

The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: www.ppdcl.com.

14. Number of meetings of the Board of Directors

The Board of Directors during the year 2023-2024 met five times on 20^th May,2023,10^th July,2023,12^th August,2023,10^th November,2023 and 14^th February,2024.

For further details, please refer to Report on Corporate Governance appearing in this Annual Report. The Company has complied with the Secretarial Standards during the year.

15. Details of establishment of vigil mechanism for directors and employees:

The Company has put in place Vigil Mechanism for Directors and Employees of the Company. The Vigil Mechanism Policy is disclosed on the website of the Company at the Link http://ppdcl.com/policies.html.

16.Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes independence of a director:

The Nomination and Remuneration Committee has formulated a policy relating to the appointment, remuneration and removal of Executive Directors, Key Managerial Personnel and Other Senior Management Personnel of the Company, in accordance with the provisions of Section 178 of the Act.

The Remuneration Policy is annexed to the Directors Report as "Annexure B".

17. Particulars of loans, guarantees or investments under Section 186:

Particulars of Loan given, Investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in standalone financial statement.

18. Particulars of contracts or arrangements with related parties:

The particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm s length transactions under the proviso thereto have been disclosed in Form No. AOC -2, annexed to this Report as "Annexure A".

Further, policy on dealing with Related Party Transactions is disclosed on the website of the Company at the link http://www.ppdcl.com/ policies.html.

19. Managerial Remuneration:

A) Details pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed.

B) There is no Employee who is in receipt of more than Rs. 8,50,000 P.M. or Rs. 1,20,00,000 per financial year under section 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the financial year 2023-24.

20. Secretarial Audit Report:

As per the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, the Board has appointed M/s. S.G & Associates, Company Secretaries in Practice, as the Secretarial Auditor of the Company for the Financial Year 2023-2024 and their report is annexed to this Report as "Annexure C".

The Auditors of the Company have not raised any queries or made any Qualifications with respect to Secretarial Audit conducted by them.

21. Risk Management Policy:

The Board has adopted Risk Management policy for ensuring the orderly and efficient conduct of its business, including adherence to company s policies, safeguarding of its Assets, Prevention and detection of Frauds and Errors, etc.

22. Directors' Responsibility Statement:

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 with respect to Directors Responsibility Statement it is confirmed 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) such accounting policies have been selected and applied consistently and 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) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis.

(e) That internal financial controls were laid down to be followed and that such internal financial controls were adequate and were operating effectively.

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

23. Corporate Governance and Management Discussion & Analysis Reports:

The Corporate Governance and Management Discussion & Analysis Report, which forms a part of this Report, are set out separately together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Regulation 27 (2) of SEBI (Listing Obligation Disclosure Requirement), 2015 and are annexed to this report as "Annexure G" and "Annexure E".

24. Details of Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Company's Operations in Future:

There were no orders passed by the regulators or courts or tribunals impacting the going concern status and company s operations in future.

There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016.

25. Safeguard at Workplace:

The management takes due care of employees with respect to safeguard at workplace. Further, No complaints are reported by any employee pertaining to sexual harassment. The details are made available in the Corporate Governance report.

26. Acknowledgements:

An acknowledgement with thanks is hereby conveyed to all with whose help, cooperation and hard work the Company was able to achieve the results.