Pranav Constructions Limited IPO

Company Financials (Restated Consolidated)Pranav Constructions Ltd.'s revenue increased by 20% and profit after tax (PAT) rose by 15% between the financial year ending with March 31, 2026 and March 31, 2025.Period Ended31 Mar 202631 Mar 202531 Mar 2024Assets1,799.191,246.29966.80Total Income763.93638.24449.75Profit After Tax71.3262.2539.62EBITDA130.8398.5459.73NET Worth246.70175.5988.37Reserves and Surplus159.5288.4184.70Total Borrowing258.44196.5099.34Amount in ₹ Crore

IPO Objects of the IssueThe Company proposes to utilise the Net Proceeds from the Issue towards the following objects: # Issue Objects Est Amt (₹ Cr.) 1 Funding costs towards obtaining government and statutory approvals and purchase of additional FSI and cost towards Compensation to members towards alternate accommodation, and hardship compensation, in relation to the development of certain of the Under-construction Redevelopment Projects, and certain of the Upcoming Redevelopment Projects (Funding Redevelopment Expenses 145.72 2 Repayment and/ or pre-payment, in full or part, of certain borrowings availed by the Company 91.50 3 Funding acquisition of future redevelopment projects and general corporate purposes. Total 237.22

Key Performance Indicator (KPI)KPIMar 31, 2026Mar 31, 2025ROE33.78%47.17%ROCE24.34%24.83%Debt/Equity1.081.15RoNW33.78%47.17%PAT Margin9.37%9.78%EBITDA Margin17.18%15.49%NAV28.30Check IPO Peer Comparison here.

IPO RegistrarKfin Technologies Ltd.040-79615565pcpl.ipo@kfintech.comVisit Website

IPO Lead Manager(s)Centrum Capital Ltd.PNB Investment Services Ltd.Lead Manager ReportsLead Manager Performance SummaryLead Manager Performance Tracker

Contact DetailsPranav Constructions Ltd. AddressUnit No. 1001, 10th Floor, DLH ParkNear MTNL, S.V. RoadGoregaon (West)Mumbai, Maharashtra, 400104+91 22 6276 9939compliance.officer@pranavconstructions.comVisit Website

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IPO NewsIPO Watch: Pranav Constructions Ltd. set to hit the primary market soonUpcoming Mainboard IPO Alert: The initial public offering of Pranav Constructions Ltd. is scheduled to open on Sep 7, 2026.Pranav Constructions IPO – Key DetailsAccording to the company’s filing,the company aims to raise ₹351.03 crore through a fresh issue of 2.55 crore shares worth ₹315.60 crore along with existing shareholders selling 28.57 lakh shares worth up to ₹35.43 crore to the public.The IPO is a Book Building Issue. Shares are offered at a price band of ₹118 to ₹124 per share. Given the lot size of 120 shares, Retail investors can bid for a minimum of ₹14,880 while non-institutional investorsSat, Sep 5, 2026Read More

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Pranav Constructions IPO Basis of AllotmentBookbuilding IPO | ₹351 Cr | Listing at BSE, NSE | Mon, Sep 7, 2026 - Wed, Sep 9, 2026

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Read more about Pranav Constructions IPO IPO Details IPO Recommendations IPO Live Subscription IPO Live News IPO Allotment StatusIPO Basis of Allotment IPO FAQsUseful ArticlesIPO Funding in India (IPO Loan Process) ExplainedUPI for IPO Application (Unified Payments Interface for IPO)IPO Bidding Time Limit on Last day (IPO Closing Day)IPO and Grey Market Premium in IndiaHNI IPO Application Guide (NII Allotment Rules, Benefits & Funding)IPO Application Cancellation Process, Charges, Rules - Explained

Our Redevelopment Projects generally require collaboration and coordination between civic authorities, Co-operative Housing Societies, financial institutions, customers, investors, suppliers and contractors. Our Redevelopment execution capabilities and expertise, marketing strengths and brand equity deliver value for all stakeholders in their achieving financial objectives. Our

Our customer-centric approach includes comprehensive support to our potential customers and customers from enquiries to possession of units to address any customer grievance during all stages of the purchase cycle. We believe that our continued engagement with the customers even after the sale of units and delivery of possession and our focus on customer satisfaction has resulted in further strengthening of our brand and customer goodwill. For further details of our sale velocity, please“Demonstrated project execution capabilities with in-house functional expertise” on page 203. Our reputation as an established Redevelopment company based on our experience of undertaking Redevelopment Projects has led us to penetrate in the micro-markets of Western Suburbs and secure new Redevelopment Projects. For instance, while developing Pravesh CHSL in Borivali (East), we procured a contract for Redevelopment of Kesar Niketan CHSL located in the vicinity. Further, after developing The Malad Rajhans CHSL in Malad (East), we procured contracts for Redevelopment of Malad Marudhar CHSL and Rushabh Mahal CHSL located in Malad (East). After developing Rajendra Apartments CHSL and Deep (Sunder Lane) CHSL in Malad (West), we procured contracts for Redevelopment Malad Amber CHSL, Silverene CHSL, Sparsh CHSL, Gold Coin CHSL and Ramesh Mandir CHSL located in Malad (West). The members of the Co-operative Housing Societies we re-develop are allotted their initial units and certain members also purchase additional areas / units, as per their requirements. The aforesaid members are important stakeholders in the process of Redevelopment. Accordingly, we focus on the requirements of members of the Co-operative Housing Society, customize the Redevelopment plans based on their specific requirements which benefit our value proposition. Track record of consistent financial performance We have demonstrated a consistent track record of financial performance and growth in recent years. We have recorded a growth in profit after tax of 463.16% year-on-year from Fiscal 2022 to 2023 and a growth of 94.71% year-on-year from Fiscal 2023 to 2024. We have registered a growth in our revenue from operations of 62.37% year-on-year from Fiscal 2022 to 2023 and a growth of 25.96% year-on-year from Fiscal 2023 to 2024. The table below shows our key financial and operational metrics for the periods indicated below: Note: - 1. Revenue from Operations is defined as sales. - 2. PAT for the period/year is defined as profit for the period/year. - 3. PAT Margin is calculated as PAT/ revenue from operations. - 4. Earnings per share (basic and diluted) is defined as PAT / number of outstanding equity shares. - 5. EBITDA is defined as profit before tax, interest, depreciation and amortisation. - 6. EBITDA Margin is calculated as EBITDA / revenue from operations. - 7. Total Equity is defined as equity share capital and other equity instruments entirely equity in nature. - 8. Total Debt is defined as borrowings and lease liabilities. - 9. Total debt/Equity is calculated as total debt / total equity. - 10. ROE is calculated as profit after tax less preference dividend/average total equity less preference dividend. - 11. ROCE is calculated as profit before tax plus finance cost less other income / total asset - current liabilities excluding borrowing. - 12. Current Ratio means current assets divided by current liabilities. - 13. Debt service coverage is defined as profit after tax + depreciation+ non-cash expenses +finance cost/interest expenses +principal repayment +lease payment. - 14. Working Capital Turnover Ratio is defined as revenue from operations / working capital excluding borrowings. - 15. Collections is defined as collections out of sale and rehab cum sale units. - 16. Completed Developed Area is defined as the area of projects delivered by the Company in a particular period. - 17. Number of Employees means total number of employees at the end of period.

![A map of countries/regions with names AI-generated content may be incorrect.]() While we have our presence in the Borivali, Kandivali, Malad, Goregaon and Santacruz micro markets, we are looking to undertake Redevelopment Projects in other MCGM Region such as Andheri, Vile Parle. Bandra, Khar and Mahim which will be beneficial for our overall growth in upcoming Fiscals. Our Company will identify the advantageous and cost-effective locations in the MCGM Region which will strengthen our geographical presence in the MCGM Region.

- (i) Reviewing and approving compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws; - (j) Determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors; - (k) Perform such functions as are required to be performed by the compensation committee under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended; - (l) Construing and interpreting the employee stock option scheme/plan approved by the Board and shareholders of the Company in accordance with the terms of such scheme/plan (“ESOP Scheme”) and any agreements defining the rights and obligations of the Company and eligible employees under the ESOP Scheme, and prescribing, amending and/or rescinding rules and regulations relating to the administration of the ESOP Scheme; - (m) Framing suitable policies, procedures and systems to ensure that there is no violation of securities laws, as amended from time to time, including: - - a. the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended; and - - b. the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003, as amended, by the Company and its employees, as applicable; - (n) Performing such other activities as may be delegated by the Board of Directors and/or are statutorily prescribed under any law to be attended to by the Nomination and Remuneration Committee. - (o) Such terms of reference as may be prescribed under the Companies Act and SEBI Listing Regulations. The Nomination and Remuneration Committee is required to meet at least once in a year under Regulation 19(3A) of the SEBI Listing Regulations. The quorum for a meeting of the Nomination and Remuneration Committee shall be two members or one third of the members of the committee, whichever is greater, including at least one independent director. - (c) Stakeholders’ Relationship Committee The Stakeholders’ Relationship Committee was constituted by a resolution of our Board dated August 3, 2024. The Stakeholders’ Relationship Committee is in compliance with Section 178 of the Companies Act and Regulation 20 of the SEBI Listing Regulations. The current constitution of the Stakeholders’ Relationship Committee is as follows: The scope and function of the Stakeholders’ Relationship Committee is in accordance with Regulation 20 of the SEBI Listing Regulations. Its terms of reference are as follows: - (a) Redressal of all security holders’ and investors’ grievances including complaints related to transfer/transmission of shares, non-receipt of share certificates and review of cases for refusal of transfer/transmission of shares and debentures, non-receipt of declared dividends, non-receipt of annual reports, issue of new/duplicate certificates, etc., and assisting with quarterly reporting of such complaints; - (b) Reviewing of measures taken for effective exercise of voting rights by shareholders; - (c) Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or any other securities; - (d) Giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and re- materialisation of shares, split and issue of duplicate/consolidated share certificates, compliance with all the requirements related to shares, debentures and other securities from time to time;

Except as disclosed herein and in ‘Risk Factor – We are required to obtain certain approvals or permits and fulfil certain conditions precedent in respect of some of the approvals or permits. Any failure to obtain the necessary approvals in time or at all may results in material delays which could impact our growth strategy and results of operation’ on page 43, we have obtained all material consents, licenses, registrations, permissions, and approvals from various governmental, statutory and regulatory authorities, which are necessary for undertaking our Company’s current business activities and operations. Except as disclosed below, no further material approvals are required for carrying on the present business operations of our Company. In the event any of the approvals and licenses that are required for our business activities and operations expire in the ordinary course, we make applications for their renewal from time to time. Unless otherwise stated, these approvals are valid as on the date of this Draft Red Herring Prospectus. For details in connection with the regulatory and legal framework within which our Company operates, see “Key Regulations and Policies in India” on page 228. For Offer related approvals, see “Other Regulatory and Statutory Disclosures” on page 387 and for incorporation details of our Company, see “History and Certain Corporate Matters” on page 236. - I. Approvals in relation to the Offer For details regarding the approvals and authorizations obtained by our Company in relation to the Offer, see “Other Regulatory and Statutory Disclosures – Authority for the Offer” on page 387. - II. Incorporation details - 1. Certificate of incorporation dated July 31, 2003, issued by the Registrar of Companies, Maharashtra at Mumbai in the name of Pranav Constructions Private Limited. - 2. Fresh certificate of incorporation dated July 29, 2024, issued by the Registrar of Companies, Central Processing Centre upon conversion of our Company from a private limited to a public limited company. - 3. The Corporate Identity Number of our Company is U70101MH2003PLC141547 - III. Tax related approvals - 1. The permanent account number of our Company is AAECP0580F. - 2. The tax deduction account number of our Company is MUMP24639G. - 3. The goods and services tax registration number of our Company is 27AAECP0580F1ZK. - 4. Certificate of registration bearing reference number 27495275460P issued by the Deputy Secretary of Maharashtra under Section 5(1) of the Maharashtra State Tax on Professions, Trades, Callings and Employment Act, 1975. - IV. Other material approvals held by our Company - 1. Certificate of registration bearing reference number 820300886/ PS Ward/ COMMERCIAL II issued by the Chief Facilitator of Shops and Establishments under the Maharashtra Shops and Establishments (Regulation of Employment and Conditions of Service) Act, 2017. - 2. Provident Fund code number intimation letter bearing reference number KDMAL1946414000 in terms of Employees Provident Fund under the Employees Provident Funds and Miscellaneous Provisions Act, 1952. - 3. Certificate of registration bearing reference number 35000502440001099 issued by the Employees State Insurance Corporation under the Employees’ State Insurance Act, 1948. - 4. Establishment code bearing reference number MUMUMP001677 issued by the Welfare Commissioner, Maharashtra Labour Welfare Board under the Maharashtra Labour Welfare Fund Act, 1953. - 5. Certificates of registration under the Contract Labour (Regulation and Abolition) Act, 1970 issued by the Office of the Registering Officer, for engaging contract labour. - 6. Certificates of registration under the Building and Other Construction Workers (Regulation of Employment and Conditions of Services) Act, 1996 read with the Maharashtra Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Rules, 2007.

trademark. However, we cannot assure you that our intellectual property and other proprietary rights under such application is sufficiently protected. Our 'PCPL brand', intellectual property and other proprietary rights may not be sufficient to provide us with a competitive advantage and the value of our intellectual property and other proprietary rights could also diminish if others assert rights therein or ownership thereof, and we may be unable to successfully resolve any such conflicts in our favor or to our satisfaction. Any failure to maintain, protect or enforce our intellectual property and other proprietary rights may adversely affect our business. - 18. Failure to successfully implement our business strategies and our Redevelopment Projects may materially and adversely affect our business prospects, financial conditions and results of operations. We are embarking on a growth strategy which involves an expansion of our current Redevelopment business. As on December 31, 2024, we had submitted 28 bids with various Co-operative Housing Societies in the MCGM Region for their Redevelopment, which is reflective of our outlook to grow our pipeline and business. We are currently focused on Redevelopment in the Western Suburbs of the MCGM Region. While we, inter-alia, intend to expand our presence in other MCGM Regions, pursuing these strategies may place significant demands on our management as well as our financial resources and accounting and operating systems. Further, as we expand our geographies, we may be unable to manage our business efficiently, which could result in delays, increased costs and affect the quality of our Redevelopment Projects, and may adversely affect our reputation. Each of our new Redevelopment Projects would carry significant risks, as well as the possibility of unexpected consequences, including acceptance by and sales of units in the new Redevelopment Project to our customers may not be as high as we anticipate; our marketing strategies for the new Redevelopment Projects may be less effective than planned and may fail to effectively reach the targeted consumer base; we may incur costs exceeding our expectations; we may experience a decrease in sales of certain of our existing Redevelopment Projects as a result of the introduction of new Redevelopment Projects nearby; and any delays or other difficulties impacting our ability, or the ability of our third party contractors and developers, to develop and construct our Redevelopment Projects in a timely manner. While we have successfully executed our business strategies in the past, we cannot assure you that we will be able to execute our strategies on time and within the estimated budget, or that we will meet the expectations of targeted customers. Our failure to execute our growth strategy may result in our inability to maintain prior rates of growth. In the event of failure on our part to successfully implement our business strategies and our development plans for any of the foregoing reasons, our business and financial condition could be adversely affected. - 19. Inability of our prospective customers to obtain financing or changes in interest rates and taxation laws for purchase of property may impact the sale of units in our Redevelopment Projects which may adversely affect our business, future growth and results of operations. Among the major factors that drive the growth of demand for residential units is rising disposable income and availability of housing loans at affordable interest rates. The Monetary Policy Committee (“MPC”) cut the repo rate by 115 basis points ("bps") from March 2020 to May 2020 which resulted in reduction in the home loan interest rates. The MPC maintained status quo on the policy repo rate during June 2020 to February 2021 after a sizeable cut of 115 bps during March-May 2020. Increase in household income coupled with steady ticket prices then resulted in an increase in affordability of residential units. Hence, the difference between home loan interest rate and rental yield was at decadal low from 2021 to 2023 making home buying more attractive than renting. From 2023 onward, home loan rates have been increasing due to REPO rates, inflation spurred by escalating prices stemming from overheated economic conditions and geopolitical tensions (Source: C&W Report). The interest rate at which our real estate customers may borrow funds for the purchase of our properties affects the affordability and purchasing power of our customers, and hence the market demand for our units in the Redevelopment Projects. Any adverse changes in the tax treatment with respect to the repayment of principal on housing loans and interest paid on housing loans is likely to affect demand for residential real estate. This could adversely affect the ability or willingness of our potential customers to purchase units in our Redevelopment Projects. Further, adverse changes in interest rates affect the ability and willingness of prospective real estate customers. A decision by the Reserve Bank of India to increase the repo rate could impose an inflation risk as the interest rates charged by banks on home loans from our prospective customers have in the past, and may continue to, be increased. Interest rates at which our customers may borrow funds for the purchase of our properties affects the affordability of our Redevelopment Projects. Any changes in the home loans market, making home loans less attractive to our customers may adversely affect our business, future growth and results of operations.

Our Redevelopment Projects generally require collaboration and coordination between civic authorities, Co-operative Housing Societies, financial institutions, customers, investors, suppliers and contractors. Our Redevelopment execution capabilities and expertise, marketing strengths and brand equity deliver value for all stakeholders in their achieving financial objectives. Our

Our customer-centric approach includes comprehensive support to our potential customers and customers from enquiries to possession of units to address any customer grievance during all stages of the purchase cycle. We believe that our continued engagement with the customers even after the sale of units and delivery of possession and our focus on customer satisfaction has resulted in further strengthening of our brand and customer goodwill. For further details of our sale velocity, please“Demonstrated project execution capabilities with in-house functional expertise” on page 203. Our reputation as an established Redevelopment company based on our experience of undertaking Redevelopment Projects has led us to penetrate in the micro-markets of Western Suburbs and secure new Redevelopment Projects. For instance, while developing Pravesh CHSL in Borivali (East), we procured a contract for Redevelopment of Kesar Niketan CHSL located in the vicinity. Further, after developing The Malad Rajhans CHSL in Malad (East), we procured contracts for Redevelopment of Malad Marudhar CHSL and Rushabh Mahal CHSL located in Malad (East). After developing Rajendra Apartments CHSL and Deep (Sunder Lane) CHSL in Malad (West), we procured contracts for Redevelopment Malad Amber CHSL, Silverene CHSL, Sparsh CHSL, Gold Coin CHSL and Ramesh Mandir CHSL located in Malad (West). The members of the Co-operative Housing Societies we re-develop are allotted their initial units and certain members also purchase additional areas / units, as per their requirements. The aforesaid members are important stakeholders in the process of Redevelopment. Accordingly, we focus on the requirements of members of the Co-operative Housing Society, customize the Redevelopment plans based on their specific requirements which benefit our value proposition. Track record of consistent financial performance We have demonstrated a consistent track record of financial performance and growth in recent years. We have recorded a growth in profit after tax of 463.16% year-on-year from Fiscal 2022 to 2023 and a growth of 94.71% year-on-year from Fiscal 2023 to 2024. We have registered a growth in our revenue from operations of 62.37% year-on-year from Fiscal 2022 to 2023 and a growth of 25.96% year-on-year from Fiscal 2023 to 2024. The table below shows our key financial and operational metrics for the periods indicated below: Note: - 1. Revenue from Operations is defined as sales. - 2. PAT for the period/year is defined as profit for the period/year. - 3. PAT Margin is calculated as PAT/ revenue from operations. - 4. Earnings per share (basic and diluted) is defined as PAT / number of outstanding equity shares. - 5. EBITDA is defined as profit before tax, interest, depreciation and amortisation. - 6. EBITDA Margin is calculated as EBITDA / revenue from operations. - 7. Total Equity is defined as equity share capital and other equity instruments entirely equity in nature. - 8. Total Debt is defined as borrowings and lease liabilities. - 9. Total debt/Equity is calculated as total debt / total equity. - 10. ROE is calculated as profit after tax less preference dividend/average total equity less preference dividend. - 11. ROCE is calculated as profit before tax plus finance cost less other income / total asset - current liabilities excluding borrowing. - 12. Current Ratio means current assets divided by current liabilities. - 13. Debt service coverage is defined as profit after tax + depreciation+ non-cash expenses +finance cost/interest expenses +principal repayment +lease payment. - 14. Working Capital Turnover Ratio is defined as revenue from operations / working capital excluding borrowings. - 15. Collections is defined as collections out of sale and rehab cum sale units. - 16. Completed Developed Area is defined as the area of projects delivered by the Company in a particular period. - 17. Number of Employees means total number of employees at the end of period.

![A map of countries/regions with names AI-generated content may be incorrect.]() While we have our presence in the Borivali, Kandivali, Malad, Goregaon and Santacruz micro markets, we are looking to undertake Redevelopment Projects in other MCGM Region such as Andheri, Vile Parle. Bandra, Khar and Mahim which will be beneficial for our overall growth in upcoming Fiscals. Our Company will identify the advantageous and cost-effective locations in the MCGM Region which will strengthen our geographical presence in the MCGM Region.

- (i) Reviewing and approving compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws; - (j) Determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors; - (k) Perform such functions as are required to be performed by the compensation committee under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended; - (l) Construing and interpreting the employee stock option scheme/plan approved by the Board and shareholders of the Company in accordance with the terms of such scheme/plan (“ESOP Scheme”) and any agreements defining the rights and obligations of the Company and eligible employees under the ESOP Scheme, and prescribing, amending and/or rescinding rules and regulations relating to the administration of the ESOP Scheme; - (m) Framing suitable policies, procedures and systems to ensure that there is no violation of securities laws, as amended from time to time, including: - - a. the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended; and - - b. the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003, as amended, by the Company and its employees, as applicable; - (n) Performing such other activities as may be delegated by the Board of Directors and/or are statutorily prescribed under any law to be attended to by the Nomination and Remuneration Committee. - (o) Such terms of reference as may be prescribed under the Companies Act and SEBI Listing Regulations. The Nomination and Remuneration Committee is required to meet at least once in a year under Regulation 19(3A) of the SEBI Listing Regulations. The quorum for a meeting of the Nomination and Remuneration Committee shall be two members or one third of the members of the committee, whichever is greater, including at least one independent director. - (c) Stakeholders’ Relationship Committee The Stakeholders’ Relationship Committee was constituted by a resolution of our Board dated August 3, 2024. The Stakeholders’ Relationship Committee is in compliance with Section 178 of the Companies Act and Regulation 20 of the SEBI Listing Regulations. The current constitution of the Stakeholders’ Relationship Committee is as follows: The scope and function of the Stakeholders’ Relationship Committee is in accordance with Regulation 20 of the SEBI Listing Regulations. Its terms of reference are as follows: - (a) Redressal of all security holders’ and investors’ grievances including complaints related to transfer/transmission of shares, non-receipt of share certificates and review of cases for refusal of transfer/transmission of shares and debentures, non-receipt of declared dividends, non-receipt of annual reports, issue of new/duplicate certificates, etc., and assisting with quarterly reporting of such complaints; - (b) Reviewing of measures taken for effective exercise of voting rights by shareholders; - (c) Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or any other securities; - (d) Giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and re- materialisation of shares, split and issue of duplicate/consolidated share certificates, compliance with all the requirements related to shares, debentures and other securities from time to time;

Except as disclosed herein and in ‘Risk Factor – We are required to obtain certain approvals or permits and fulfil certain conditions precedent in respect of some of the approvals or permits. Any failure to obtain the necessary approvals in time or at all may results in material delays which could impact our growth strategy and results of operation’ on page 43, we have obtained all material consents, licenses, registrations, permissions, and approvals from various governmental, statutory and regulatory authorities, which are necessary for undertaking our Company’s current business activities and operations. Except as disclosed below, no further material approvals are required for carrying on the present business operations of our Company. In the event any of the approvals and licenses that are required for our business activities and operations expire in the ordinary course, we make applications for their renewal from time to time. Unless otherwise stated, these approvals are valid as on the date of this Draft Red Herring Prospectus. For details in connection with the regulatory and legal framework within which our Company operates, see “Key Regulations and Policies in India” on page 228. For Offer related approvals, see “Other Regulatory and Statutory Disclosures” on page 387 and for incorporation details of our Company, see “History and Certain Corporate Matters” on page 236. - I. Approvals in relation to the Offer For details regarding the approvals and authorizations obtained by our Company in relation to the Offer, see “Other Regulatory and Statutory Disclosures – Authority for the Offer” on page 387. - II. Incorporation details - 1. Certificate of incorporation dated July 31, 2003, issued by the Registrar of Companies, Maharashtra at Mumbai in the name of Pranav Constructions Private Limited. - 2. Fresh certificate of incorporation dated July 29, 2024, issued by the Registrar of Companies, Central Processing Centre upon conversion of our Company from a private limited to a public limited company. - 3. The Corporate Identity Number of our Company is U70101MH2003PLC141547 - III. Tax related approvals - 1. The permanent account number of our Company is AAECP0580F. - 2. The tax deduction account number of our Company is MUMP24639G. - 3. The goods and services tax registration number of our Company is 27AAECP0580F1ZK. - 4. Certificate of registration bearing reference number 27495275460P issued by the Deputy Secretary of Maharashtra under Section 5(1) of the Maharashtra State Tax on Professions, Trades, Callings and Employment Act, 1975. - IV. Other material approvals held by our Company - 1. Certificate of registration bearing reference number 820300886/ PS Ward/ COMMERCIAL II issued by the Chief Facilitator of Shops and Establishments under the Maharashtra Shops and Establishments (Regulation of Employment and Conditions of Service) Act, 2017. - 2. Provident Fund code number intimation letter bearing reference number KDMAL1946414000 in terms of Employees Provident Fund under the Employees Provident Funds and Miscellaneous Provisions Act, 1952. - 3. Certificate of registration bearing reference number 35000502440001099 issued by the Employees State Insurance Corporation under the Employees’ State Insurance Act, 1948. - 4. Establishment code bearing reference number MUMUMP001677 issued by the Welfare Commissioner, Maharashtra Labour Welfare Board under the Maharashtra Labour Welfare Fund Act, 1953. - 5. Certificates of registration under the Contract Labour (Regulation and Abolition) Act, 1970 issued by the Office of the Registering Officer, for engaging contract labour. - 6. Certificates of registration under the Building and Other Construction Workers (Regulation of Employment and Conditions of Services) Act, 1996 read with the Maharashtra Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Rules, 2007.

Internal Risk Factors - 1. Our Redevelopment3 3 “Redevelopment” refers to the business activity of demolition of existing structures and construction of new structures, which comprises of premises for the existing habitants and new premises for sale, in accordance with the applicable laws and regulations framed by municipal and governmental authorities. activities are geographically concentrated in the MCGM Region4 4 “MCGM Region” means the Municipal Corporation of Greater Mumbai region., and more specifically, the Western Suburbs5 5 “Western Suburbs” means the micro markets of Vile Parle, Santacruz, Juhu, Andheri, Jogeshwari, Goregaon, Malad, Kandivali, Borivali and Dahisar in the western suburban areas of the MCGM Region. which has accounted for 99.66%, 99.50%, 99.74% and 99.89% of our revenue from operations for nine-month period ended December 31, 2024, Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively. Consequently, we are exposed to risks from varying market conditions, economic, regulatory and other changes as well as natural disasters in the MCGM Region, which in turn may have an adverse effect on our business, results of operations, cash flows and financial condition. Our Redevelopment activities are focused within the MCGM Region, and more specifically, the Western Suburbs, which may be subject to market conditions and regulatory developments that may be different from other real estate markets within India. The table below provides details of our revenue from operations, attributable to Redevelopment in the MCGM Region for the periods indicated: As of December 31, 2024, 100.00% of our Completed Redevelopment Projects6 6 “Completed Redevelopment Projects” refers to redevelopment projects where the Company has completed Redevelopment; and in respect of which the occupation / building completion certificate, has been obtained., 90.91% of our Under-construction Redevelopment Projects7 7 “Under-construction Redevelopment Projects” refers to redevelopment projects in respect of which the Company has received first commencement certificate. and 76.19% of our Upcoming Redevelopment Projects8 8 “Upcoming Redevelopment Projects” refers to redevelopment projects in respect of which an appointment letter or a letter of intent is executed by our Company with the society / relevant counter party to undertake Redevelopment. were located in the Western Suburbs, see “Our Business” on page 199. As a result, our business, financial condition and results of operations have been and will continue to be significantly dependent on the performance of, and the prevailing conditions affecting, the real estate market in the MCGM Region, and more specifically, the Western Suburbs. The real estate market in the MCGM Region may be affected by various factors outside our control, including prevailing socio-economic and market conditions, changes in demand for Redevelopment, changes in applicable governmental regulations and related policies, availability of financing for our Redevelopment Projects9 9 “Redevelopment Projects” means Completed Redevelopment Projects, Under-construction Redevelopment Projects, Upcoming Redevelopment Projects and future redevelopment projects undertaken by our Company and approved by MCGM. and applicable interest rates, change in demographic trends, employment and income levels, among other factors. In addition, the MCGM Region may be exposed to natural disasters such as flooding, and our Redevelopment Projects in the MCGM Region may be subject to such risks. Even though our Redevelopment Projects were not significantly impacted by such factors in the past, we cannot assure that it will not impact our Redevelopment Projects in the future. Our Redevelopment Projects involve a significant time period and consequently the capital invested is tied up and is relatively illiquid (until sale of units commences), these aspects may limit our ability to respond promptly to changing market conditions. These factors may contribute to fluctuations in real estate prices and adversely impact the demand for, and valuation of, our Under-construction Redevelopment Projects and Upcoming Redevelopment Projects, which may adversely affect our business, financial condition and results of operations.

in construction, such as risk of equipment failure, impact from falling objects, collision, work accidents, fire, or explosion, including hazards that may cause injury and loss of life, severe damage to and destruction of property and equipment, and environmental damage. Accidents and, in particular, fatalities may have an adverse impact on our reputation and may result in fines and/or investigations by public authorities as well as litigation from injured workers or their dependents. While there have been no such accidents in the nine-month period ended December 31, 2024 and last three Fiscals, we cannot assure you that such instances will not happen in the future. If any one of these hazards or other hazards were to occur involving our workforce, customers and/or third parties on property sites, our business, financial condition and results of operations may be adversely affected. Further, we may incur additional costs for reconstruction of our Redevelopment Projects which are damaged by hazards which may not be covered adequately or at all by the insurance coverage we maintain, and this may adversely affect our business, reputation and financial condition. - 12. Our Redevelopment Projects may require TDRs16 16 “TDRs” refers to transferable Development Rights. to develop area beyond the permissible FSI17 17 “FSI” refers to floor space index which is the total permitted area on land for construction. which may not be available or may not be available at the expected price. Our inability to acquire TDRs may affect our ability to increase the size and scope of our Redevelopment Projects which may lead to lower revenues and impact our financial condition and results of operations. Our Redevelopment Projects with Co-operative Housing Societies have inherent FSI as per the DCP Regulations. Municipal planning and land use regulations limit the maximum square footage of completed buildings we may construct on plots to specified amounts, calculated based on a ratio of the combined gross floor area of all floors, except areas specifically exempted, to the total area of each plot of land (FSI). TDRs granted by the relevant statutory authority provide a mechanism by which a person, who is unable to use the available FSI of his/ her plot for various reasons, is permitted to use the unused FSI on other properties in accordance with applicable regulations or transfer the unused FSI to a third party. This TDRs is available with third parties for a price determined by demand and supply factors. We may be required to acquire TDRs for our Redevelopment plans. We obtain and secure FSI for the entire Redevelopment Project during the initial construction phase, to avoid any delay or risks due to change in applicable rules and regulations which enables us to complete our Redevelopment Projects in a timely manner. During the nine- month period ended December 31, 2024 and Fiscals 2024, 2023, and 2022, we have acquired ₹ 57.61 million, ₹ 465.07 million, ₹ 66.95 million and ₹ 55.36 million TDRs, respectively for our Redevelopment Projects. If we are unable to acquire TDRs due to non-availability or if the market price of the available TDRs is high or unviable, then this may impact our ability to increase the size of certain Redevelopment Projects due to us having insufficient FSI or because of a significant increase in the cost of acquisition of TDRs. Our inability to acquire TDRs may affect our ability to increase the size and scope of our Redevelopment Projects which may lead to lower revenues and our financial condition and results of operations in general. - 13. There are certain discrepancies in records available with us as well as our filings with the RoC. We cannot assure you that regulatory proceedings or actions will not be initiated against us and we will not be subject to any penalty imposed by the competent regulatory authority in this regard in the future which may impact our financial condition and reputation. Our Company has, inadvertently, made certain errors in its statutory / corporate filings with the RoC in the past. For instance, in relation to the allotment of 347,625 CCPS dated January 24, 2019, while the allotment resolution in relation to this allotment accurately captures the date of this allotment, our Company has filed the form for return of allotment (i.e., PAS-3) with RoC with incorrect date i.e., January 21, 2019. Further, there are certain discrepancies in the records maintained by our Company in relation to certain transfer of such equity shares of our Company. For instance, the share transfer forms for the transfer of Equity Shares from Pranav Kiran Ashar to Reena Patel (10,000 Equity Shares), Tejal Patel (10,000 Equity Shares), Jimit Patel (10,000 Equity Shares), Vishwas Mahadeo Kokane jointly held with Vrushali Suryakant Pathare (30,000 Equity Shares) and Vrushali Suryakant Pathare jointly held with Vishwas Mahadeo Kokane (7,000 Equity Shares), on November 6, 2017 at price of ₹10 each available in our records is incorrect, as the Equity Shares were transferred at price of ₹75 each. Such Equity Shares transferred comprise of 0.12% of the total paid up capital of our Company. While no legal proceedings or regulatory action has been initiated against our Company in relation to such discrepancies and errors in secretarial and other corporate records/ filings and documents as of the date of this Draft Red Herring Prospectus, we cannot assure you that such legal proceedings or regulatory actions will not be initiated against our Company in future.

- 14. There are certain outstanding litigation proceedings involving our Company and Directors, an adverse outcome which, may have an adverse impact on our reputation, business, financial condition, results of operations and cash flows. There are outstanding legal proceedings involving our Company and our Directors, which are pending at varying levels of adjudication at different forum. Such proceedings could divert management time and attention and consume financial resources in their defence or prosecution. The amounts claimed in these proceedings have been disclosed to the extent ascertainable and quantifiable and include amounts claimed jointly and severally from our Company and our Directors. The summary of outstanding matters set out below includes details of outstanding criminal proceedings, tax proceedings, statutory and regulatory actions and other material pending litigation involving our Company, Subsidiaries, Directors, Promoters and Group Companies.

* To the extent quantifiable. $Not quantifiable As on the date of this Draft Red Herring Prospectus, there is no outstanding litigation involving our Group Companies which may have a material impact on our Company. We cannot assure you that any of these matters will be settled in favour of our Company or our Directors, respectively, or that no additional liability will arise out of these proceedings. An adverse outcome in any of these proceedings may have an adverse effect on our business, financial position, prospects, results of operations, and our reputation. For further details, see “Outstanding Litigation and Material Developments” on page 380. - 15. We have incurred certain indebtedness and our lenders have imposed certain restrictive covenants on us under our financing arrangements. Our failure to comply with such covenants may adversely affect our reputation, business and financial condition. As of December 31, 2024, we had total financial indebtedness of ₹ 1,498.79 million. For further information, see “Financial Indebtedness” on page 337. Our financing agreements contain certain restrictive covenants and events of default that limit our ability to undertake certain types of transactions, which may adversely affect our business and financial condition. These financing agreements also require us to maintain certain financial ratios. Certain restrictive covenants under our financing agreements which require seeking a prior consent from the respective lenders of our Company including inter alia restrictions on: amending or modifying the constitutional documents of our Company; undertaking any merger, de-merger, consolidation, reorganisation, dissolution, scheme of arrangement or compromise with our Company’s creditors or Shareholders; declaring or paying any dividend for any year; effecting any change to our Company’s capital structure; changing the accounting method or policies; and paying, repaying or prepaying certain borrowings of our Company. Further, under the terms of certain of our financing agreements, a mortgage has been created, in favour of the lenders, over development rights, in respect of the Redevelopment Projects for which financing has been availed along with a charge on the receivables from the respective Redevelopment Projects. Such

- 20. An inability to maintain adequate insurance cover in connection with our business may adversely affect our operations and profitability. Our operations are subject to various risks and hazards which may adversely affect revenue generation and profitability. We have obtained a number of insurance policies in connection with our operations including contractors all risk policy and car insurance policies. The table below provides details of aggregate coverage of insurance policies as a percentage of total assets: *Net assets = sum of property, plant and equipment (net block) and intangibles (net block). For further information, see “Our Business – Insurance” on page 225. While the insurance coverage which we maintain would be reasonably adequate to cover the normal risks associated with the operation of our business, we cannot assure you that any claim under the insurance policies maintained by us will be honoured fully, in part, or on time, or that we have taken out sufficient insurance to cover all our losses. Our insurance policies may not provide adequate coverage in certain circumstances and are subject to certain deductibles, exclusions and limits on coverage. In addition, our insurance coverage expires from time to time. We apply for the renewal of our insurance coverage in the normal course of our business, but we cannot assure you that such renewals will be granted in a timely manner, at an acceptable cost or at all. To the extent that we suffer loss or damage for which we did not obtain or maintain insurance, and which is not covered by insurance or exceeds our insurance coverage or where our insurance claims are rejected, the loss would have to be borne by us and our results of operations, cash flows and financial condition may be adversely affected. While we have not faced any such damages in the past, we cannot assure you that we will not suffer loss or damages in the future. Further, construction defects are not covered by insurance and accordingly, we may also be subject to claims resulting from defects in the construction of our Redevelopment Projects. While we have not been subject to claims regarding construction defects in the past, we cannot assure that we will not be held liable for such claims in the future. The proceeds of any insurance claim with respect to insurance that either we or our contractors have taken may be insufficient to cover any expenses faced by us including higher construction costs as a result of inflation, changes in building regulations, environmental issues as well as other factors. Should an uninsured loss or a loss in excess of insured limits occur, we may lose the capital invested in and the anticipated revenue from the affected property. We could also remain liable for any debt or other financial obligation related to that property. We cannot assure you that losses in excess of insurance proceeds will not occur in the future. In addition, any payments we make to cover any uninsured loss may have a material adverse effect on our business, financial condition and results of operations. - 21. Any changes in the incidence and change in the rate of property taxes and stamp duties may impact our business operations, growth plan, financial condition and results of operation. As a Redevelopment company focused on the MCGM Region, we are subject to the property tax regime in the State of Maharashtra. Our customers are subject to stamp duty for the agreement entered into in respect of the units of our Redevelopment Projects that we sell. These taxes and stamp duties could increase in the future, and new types of property taxes and stamp duties may be introduced which will increase our overall costs and/or impact our sales. If these property taxes and stamp duties increase, or new types of property taxes and stamp duties are introduced, the cost of buying, selling and owning properties may rise. Additionally, if stamp duties were to be levied on instruments evidencing transactions which are subject to nil or lesser duties, purchasing price may increase for our customers, which may have an impact on our revenue from operations. Any such changes in the incidence or rates of property taxes or stamp duties could have an adverse effect on our financial condition and results of operations. - 22. We are required to obtain certain approvals or permits, and fulfil certain conditions precedent in respect of some of the approvals or permits. Any failure to obtain the necessary approvals in time or at all may results in material delays which could impact our growth strategy and results of operation. As of December 31, 2024, we had 11 Under-construction Redevelopment Projects and 21 Upcoming Redevelopment Projects. For further details, see "Our Business" on page 199. To successfully execute each of our Redevelopment Projects, we are required to obtain statutory and regulatory approvals, and permits and applications are required to be

- (3) The Equity Shares were transferred at ₹ 75 per Equity Share, however, the same has been incorrectly mentioned in SH-4 as ₹ 10 per Equity Share. For further details, please see “Risk Factors – There are certain discrepancies in records available with us as well as our filings with the RoC. We cannot assure you that regulatory proceedings or actions will not be initiated against us and we will not be subject to any penalty imposed by the competent regulatory authority in this regard in the future which may impact our financial condition and reputation.” As of the date of this Draft Red Herring Prospectus, none of the Equity Shares held by our Promoters are pledged or are otherwise encumbered. - c) Details of minimum Promoters’ contribution locked in as may be prescribed under applicable law Pursuant to Regulation 14 of the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted post Offer Equity Share capital of our Company held by our Promoters shall be considered as minimum promoters’ contribution and, pursuant to Regulation 16 of the SEBI ICDR Regulations, shall be locked-in for a period of three years, or such other period as prescribed under the SEBI ICDR Regulations, as minimum promoter’s contribution from the date of Allotment (“Promoters’ Contribution”). Our Promoters’ shareholding in excess of 20% of the fully diluted post- Offer Equity Share capital shall be locked in for a period of one year from the date of Allotment. The details of Equity Shares held by our Promoters, which will be locked-in for a period of three years, or such other period as prescribed under the SEBI ICDR Regulations, from the date of Allotment as Promoters’ Contribution are set forth below: Note: To be updated at the Prospectus stage.

- units termed as ‘sale flats’ which not only generate funds for reconstruction but also yield a respectable profit margin with enhanced IRR and making it a highly attractive business opportunity from a risk adjusted investment perspective. - • Revitalization of communities: The tenants of old chawls or members of old societies face problems related to physical infrastructure, poor sanitation, and habitable conditions. Redevelopment benefits the tenants/members not only in the form of lager floor area but also in terms of accessibility to better living standards, better basic amenities, better safety standards etc. Redevelopment of tenanted premises also provides for ownership rights to the tenants resulting in creation of a capital asset for the tenants. Neglected urban areas can be revitalized through Redevelopment of old buildings leading to the resurgence of a thriving and vibrant community living. - • Higher Standard of living: The housing society owners are eligible for larger floor areas through incentive FSI with modern amenities, improved public spaces, and better security measures leading to a better quality of life in the case of society redevelopment. - • Increased housing options: Old residential properties are present in well-developed localities where supply is limited. Redevelopment creates new and economical housing options thereby addressing the housing shortages. - • Risk-adjusted Return: Redevelopment projects have relatively shorter project cycles, which enhances investor IRR and facilitates early financial closure, making it highly attractive from a risk-adjusted investment perspective. - • Increase property value and lifespan: Redeveloping a building can improve its overall aesthetics, making it more visually appealing and attractive to potential buyers or tenants, resulting in higher resale or rental income potential. - • Environmental benefits: Redevelopment projects can incorporate green building practices, such as energy-efficient design and use of sustainable materials thereby reducing carbon footprint and promoting environmental stewardship. - - 5.1.6. Redevelopment Projects overview within MCGM region In summation, better living standards, no hassle of land acquisition, efficient usage of existing infrastructure and increased capital value of the property are some of the major benefits of redevelopment project. Of the total supply20 20 For this section, Under Construction projects which are launched from CY17 till CY24 and are currently being marketed and sold have been considered (SRA redevelopment projects have been excluded from the redevelopment section analysis). of under construction projects which are launched from CY17 till CY24 in the MCGM region (205,218 units), greenfield developments account for 38% (77,742 units) whereas a large majority of 62% are redevelopment projects (127,476 units). We have analyzed under-construction projects, launched between CY17 and CY24 with unsold inventory that is available for marketing for the analysis in this section (SRA redevelopment projects have been excluded in this analysis). Figure 24 Source: Maha RERA, C&W Research

Unless otherwise stated, references in this section to “we”, “our” or “us” (including in the context of any financial information) are to the Company and its Subsidiary. To obtain a complete understanding of our Company and business, prospective investors should read this section in conjunction with “Risk Factors”, “Industry Overview”, “Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 30, 138, 268 and 351, respectively as well as financial and other information contained in this Draft Red Herring Prospectus as a whole. Additionally, please refer to “Definitions and Abbreviations” on page 1 for definition of certain terms used in this section. Some of the information in the following section, especially information with respect to our plans and strategies, consists of certain forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those expressed in, or implied by, these forward-looking statements. You should read the section “Forward-Looking Statements” on page 28 for a discussion of the risks and uncertainties related to those statements and the section “Risk Factors” on page 30 for a discussion of certain risks that may affect our business, financial condition, or results of operations. Unless otherwise stated, or the context otherwise requires, the financial information used in this section is derived from our Restated Financial Information included in this Draft Red Herring Prospectus beginning on page 268. Industry and market data used in this section have been extracted from the reported entitled “Real Estate Industry Report for Pranav Constructions Limited” (“C&W Report”) issued on February 28, 2025, which has been commissioned by our Company exclusively in connection with the Offer for the purposes of confirming our understanding of the industry in which we operate. For further details and risks in relation to the C&W Report, see “Risk Factors – Industry information included in this Draft Red Herring Prospectus has been derived from an industry report prepared by Cushman and Wakefield exclusively commissioned and paid for by us for such purpose and any reliance on such information is subject to inherent risks.” on page 51. The C&W Report will form part of the material documents for inspection and is available on the website of our Company atwww.pranavconstructions.com/investor-corner. OVERVIEW We are the leading real estate company, based on the supply of units and number of completed and under construction MCGM - Redevelopment27 27 “MCGM - Redevelopment” includes redevelopment projects under DCPR 2034 rule 33(7), 33(7)(A) and 33(7)(B) projects in the Western Suburbs28 28 “Western Suburbs” means the micro markets of Vile Parle, Santacruz, Juhu, Andheri, Jogeshwari, Goregaon, Malad, Kandivali, Borivali and Dahisar in the western suburban areas of the MCGM Region., with a total of 1,503 units and 27 MCGM - Redevelopment projects (completed and under construction) whereas other developers have 2 to 7 MCGM - Redevelopment projects, each launched between CY 17 –CY 24 (Source: C&W Report). We are amongst the top redevelopment companies based out of Mumbai predominantly undertaking redevelopment projects in the Western Suburbs focusing on Economical29 29 “Economical” refers to apartments up to ₹ 15 million., Mid and Mass30 30 “Mid and Mass” refers to apartments between ₹ 15 million to ₹ 30 million., and Aspirational31 31 “Aspirational” refers to apartments between ₹ 30 million to ₹ 70 million. homes (Source: C&W Report). We ranked 1st in the MCGM Region for having the highest combined supply in MCGM Redevelopment projects launched between CY 21 and CY 24. We ranked 4th in the MCGM region for having the highest supply in MCGM Redevelopment projects launched between CY 17 and CY 24 (Source: C&W Report). As of December 31, 2024, our portfolio included 58 Redevelopment Projects32 32 “Redevelopment Projects” means Completed Redevelopment Projects, Under-construction Redevelopment Projects and Upcoming Redevelopment Projects and future redevelopment projects undertaken by our Company and approved by MCGM. across the MCGM Region, comprising (i) 26 Completed Redevelopment Projects33 33 Completed Redevelopment Projects” refers to redevelopment projects where the Company has completed Redevelopment; and in respect of which the occupation / building completion certificate, has been obtained., with a combined Total Developable Area34 34 “Total Developable Area” refers to (i) the total constructed area in respect of a Completed Redevelopment Project, or (ii) total area estimated to be constructed in respect of an Under-construction Redevelopment Project or (iii) the total area estimated to be constructed in respect of an Upcoming Redevelopment Project. of 1.25 million square feet, (ii) 11 Under-construction Redevelopment Projects35 35 “Under-construction Redevelopment Projects” refers to redevelopment projects in respect of which the Company has received first commencement certificate. with combined Total Developable Area of 1.07 million square feet, and (iii) 21 Upcoming Redevelopment Projects36 36 “Upcoming Redevelopment Projects” refers to redevelopment projects in respect of which an appointment letter or a letter of intent is executed by our Company with the society / relevant counter party to undertake Redevelopment. with combined Total

Legal & Regulatory Compliance: We rely on our in-house team of legal and compliance experts supported by external consultants, who perform the necessary due diligence to identify and mitigate potential legal and regulatory risks or impediments to our Redevelopment process. Our compliance team works closely with civic authorities and has necessary expertise of the process for obtaining all project related regulatory approvals in a timely manner. Further, we obtain and secure FSI41 41 “FSI” refers to floor space index which is the total permitted area on land for construction. for the entire Redevelopment Project during the initial construction phase, to avoid any delay or risks due to change in applicable rules and regulations which enables us to complete our Redevelopment Projects in a timely manner. Construction Management: Our construction management team in consultation with the project architect and managers, plan the execution of our Redevelopment Projects; procure resources at the right time and at a viable cost; and efficiently manage timely execution. Additionally, a robust inspection process involving architects, engineers, quality and safety teams ensures that we adhere to, and comply with, our construction standards and applicable safety measures throughout the construction process. Further, we have established connections with suppliers and contractors for supply of construction materials and construction works, with the proven capacity to meet our requirements. For further details about our dependence on our suppliers and contractors, see “Risk Factors” on page 30. Sales & Marketing: Our sales and marketing team create content showcasing our range of offerings to our target audience. Due to their effective management of the sales pipeline, for our Redevelopment Projects launched, we are able to achieve on an average up to 40.87% of our sales within the first six months of the Redevelopment Project launch and on an average up to 59.43% , as on December 31, 2024 of the sales within the first twelve months. The table below provides details of our sales for the nine-month period ended December 31, 2024 and Fiscals indicated: Expert Consultants: In addition to our in-house competencies, we also leverage the expertise of external professionals with specializations to match our wide range of operations, such as liasioning architects specializing in obtaining MCGM Region approvals, landscape designers, structural engineers, green building consultants and mechanical, electrical, and plumbing consultants for the Redevelopment and management of our Redevelopment Projects. We have a long term relationship with Rasik P Hingoo & Associates, our liasioning architect who assist in respect of obtaining relevant approvals and licenses from the Municipal Corporation of Greater Mumbai and Shanghvi and Associates Consultants Private Limited, our structural consultants who assist in supervising and designing the structure of our Redevelopment Projects. Our track record in execution has been instrumental in our consistent sales and performance. The table below provides our delivery track record for our Completed Redevelopment Projects as of December 31, 2024, which demonstrates our execution strength and our ability to complete our Redevelopment Projects in a timely manner. As a result of our execution capabilities, our average project construction cycle, from the date of first commencement certificate to the date of grant of occupation certificate, was 26 months as of December 31, 2024.

For risk related to the intellectual property, see, “There could be infringement of our intellectual property rights by third parties, which could damage our reputation and brand identity and harm our business and results of operations.” on page 41. Competition We operate in the MCGM Region which is a highly competitive real estate market. We face competition from large real estate developers with national operations and regional players who are specific to micro-markets in the MCGM Region. Our competitors in the same line of business as our Company include Keystone Realtors Limited, Godrej Properties Limited, Macrotech Developers Limited, Suraj Estate Developers Ltd, Kolte-Patil Developers Limited and Arkade Developers Limited. Human Resources Our employees contribute significantly to our business operations. The table below sets forth details of our permanent employees (including whole time directors) as of December 31, 2024: We conduct training workshops for our employees to develop a variety of skill sets and organize modules at regular intervals to promote teamwork and personal growth of employees. Our human resource department focuses on employee engagement and motivation, which further helps in achieving the strategic objectives of the organization. Our human resource practices are aimed at recruiting talented individuals, ensuring continuous development and addressing their grievances, if any, in a timely manner. Corporate Social Responsibility Our Company has formulated a Corporate Social Responsibility (“CSR”) policy in accordance with the requirements of the Companies Act 2013 and the rules thereunder. Our Board of Directors have also constituted a CSR Committee. Our CSR activities focus on inter alia providing education for rural, poor and under-privileged children and orphans, promoting rural, national and international sports, supporting senior citizens, providing health care facilities and fighting against human trafficking. During the nine-month period ended December 31, 2024 and Fiscal 2024, Fiscal 2023 and Fiscal 2022, we spent ₹ 2.80 million, ₹ 4.85 million, ₹ 3.31 million and ₹ 1.73 million, respectively on our CSR activities. Properties Our Registered and Corporate Office is located at Unit No. 1001, 10th Floor, DLH Park, Near MTNL, S.V. Road Goregaon West, Mumbai – 400 104, Maharashtra, India. The details of our properties are set forth in the table below:

For risk associated with the leave and license agreements, see “Risk Factors - Our offices, including our Registered and Corporate Office are held by us on leave and license basis. If these leave and license agreements are terminated or not renewed on terms acceptable to us, it could adversely affect our business, financial condition, results of operations, and cash flows.” on page 45.

The following table sets forth our Company’s capitalisation as at December 31, 2024, on the basis of our Restated Financial Information, and as adjusted for the Offer. This table should be read in conjunction with “Risk Factors”, “Restated Financial Information” and “Management’s Discussion and Analysis of Financial Position and Results of Operations” on pages 30, 268 and 351, respectively. (₹ in million, except ratios) (1) Will be determined upon completion of the Offer. (2) Changes in the share capital of our Company since December 31, 2024 is set out below: (3) Non-current borrowing is considered as borrowing other than current borrowing, as defined above and also includes the current maturities of long-term borrowing. (4) Current borrowing is considered as borrowing due within 12 months from the balance sheet date (5) Total borrowing excludes interest accrued and due on borrowings. (6) Other equity includes Securities Premium and Retained earnings. (7) Balance of Non-controlling interest has been considered in Total Equity.

OPERATIONS You should read the following discussion in conjunction with the Restated Financial Information. The Restated Financial Information has been prepared by our management as required under the SEBI ICDR Regulations read with the ICAI Guidance Note. For more information, see “Risk Factors – Significant differences exist between Ind AS and other accounting principles, such as Indian GAAP, IFRS and U.S. GAAP, which may be material to investors’ assessment of our financial condition” on page 60. Our Financial Year commences on April 1 and ends on March 31 of the following year, so all references to a particular Financial Year or a Fiscal are to the twelve months ended March 31 of that year. This Draft Red Herring Prospectus also contains forward-looking statements that involve risks, assumptions, estimates and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including but not limited to the considerations described below. For details, see “Forward-Looking Statements” beginning on page 28. Unless otherwise indicated or the context otherwise requires, the standalone financial information as at and for the financial years ended March 31, 2022 and 2023, and consolidated financial information as at and for the nine-month period ended December 31, 2024 and financial year ended March 31, 2024, (“Restated Financial Information”) included herein is derived from the Restated Financial Information included in this Draft Red Herring Prospectus. Certain non-GAAP financial measures and certain other statistical information relating to our operations and financial performance have been included in this section and elsewhere in this Draft Red Herring Prospectus. Such non-GAAP financial measures should be read together with the nearest GAAP measure. See “Risk Factors – We have in this Draft Red Herring Prospectus included certain non-GAAP financial and operational measures and certain other industry measures related to our operations and financial performance that may vary from any standard methodology that is applicable across the real estate industry. We rely on certain assumptions and estimates to calculate such measures, therefore such measures may not be comparable with financial, operational or industry-related statistical information of similar nomenclature computed and presented by other similar companies.” on page 55. The industry-related information contained in this section is derived from the industry report titled “Real Estate Industry Report for Pranav Constructions Limited” issued on February 28, 2025, prepared by Cushman & Wakefield (the “C&W Report”). We have exclusively commissioned and paid for the C&W Report for the purposes of confirming our understanding of the industry exclusively in connection with the Offer. We officially engaged Cushman & Wakefield in connection with the preparation of the C&W Report pursuant to an engagement letter dated January 16, 2025. The C&W Report will form part of the material documents for inspection and is available on the website of our Company at www.pranavconstructions.com/investor-corner. Unless otherwise indicated, the industry-related information contained in this section is derived from the C&W Report (extracts of which have been appropriately incorporated as part of “Industry Overview” beginning on page 138). For further details and risks in relation to the C&W Report, see “Risk Factors – Industry information included in this Draft Red Herring Prospectus has been derived from an industry report prepared by Cushman and Wakefield exclusively commissioned and paid for by us for such purpose.” on page 51. Overview We are the leading real estate company, based on the supply of units and number of completed and under construction MCGM - Redevelopment44 44 “MCGM - Redevelopment” includes redevelopment projects under DCPR 2034 rule 33(7), 33(7)(A) and 33(7)(B) projects in the Western Suburbs45 45 “Western Suburbs” means the micro markets of Vile Parle, Santacruz, Juhu, Andheri, Jogeshwari, Goregaon, Malad, Kandivali, Borivali and Dahisar in the western suburban areas of the MCGM Region., with a total of 1,503 units and 27 MCGM - Redevelopment projects (completed and under construction) whereas other developers have 2 to 7 MCGM - Redevelopment projects, each launched between CY 17 –CY 24 (Source: C&W Report). We are amongst the top redevelopment companies based out of Mumbai predominantly undertaking redevelopment projects in the Western Suburbs focusing on Economical46 46 “Economical” refers to apartments up to ₹ 15 million., Mid and Mass47 47 “Mid and Mass” refers to apartments between ₹ 15 million to ₹ 30 million., and Aspirational48 48 “Aspirational” refers to apartments between ₹ 30 million to ₹ 70 million. homes (Source: C&W Report). We ranked 1st in the MCGM Region for having the highest combined supply in MCGM Redevelopment projects launched between CY 21 and CY 24. We ranked 4th in the MCGM region for having the highest supply in MCGM Redevelopment projects launched between CY 17 and CY 24 (Source: C&W Report). As of December 31, 2024, our portfolio included 58

debt obligations with floating interest rates. The management is responsible for the monitoring of our Company’s interest rate position. Various variables are considered by the management in structuring our Company’s borrowings to achieve a reasonable, competitive cost of funding. Credit Risk Credit risk is the risk of financial loss to our Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from our Company’s receivables from customer. Investments Our Company limits its exposure to credit risk by generally investing in liquid securities and only with counterparties that have a good credit rating. The credit worthiness of the counterparties of the investments made are evaluated by the management on an ongoing basis and does not expect any significant losses from non-performance by these counterparties. Trade and other receivables Our Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, credit risk with regards to trade receivable is almost negligible in case of its residential sale. The same is due to the fact that in case of its residential sell business it does not handover possession till entire outstanding is received. Other financial assets Our Company does a proper financial and credibility check on the landlords before taking any property on lease and hasn’t had a single instance of non-refund of security deposit on vacating the leased property. Our Company also in some cases ensure that the notice period rentals are adjusted against the other financial assets and only differential, if any, is paid out thereby further mitigating the non-realization risk. Our Company does not foresee any credit risks on deposits with regulatory authorities. Cash and cash equivalents Our Company limits its exposure to credit risk of cash held with banks by dealing with highly rated banks and institutions and retaining sufficient balances in bank accounts required to meet a month’s operational costs. The Management reviews the bank accounts on regular basis and fund drawdowns are planned to ensure that there is minimal surplus cash in bank accounts. Liquidity Risk Liquidity risk is the risk that our Company will not be able to meet its financial obligations as they become due. Our Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due. Our Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of surplus funds, bank overdrafts, bank loans and inter-corporate loans. For further information, see “Restated Financial Information – Note 42” on page 327. Capital Expenditures Our historical capital expenditures were, and we expect our future capital expenditures to be, primarily for furniture and fixtures, office equipment, computers and vehicles. For the nine-month period ended December 31, 2024 and Fiscals 2024, 2023 and 2022, our capital expenditures (comprising of leasehold improvements, purchase of plant and machinery, furniture and fixtures, office equipment, computers and vehicles) amounted to ₹26.38 million, ₹9.37 million, ₹25.91 million and ₹5.91 million, respectively as per our Restated Financial Information. Change in accounting policies Other than as disclosed in the Restated Financial Information, there have been no changes in accounting policies in the nine- month period ended December 31, 2024 and Fiscals 2024, 2023 and 2022. Segment Reporting Our business activity primarily falls within a single reportable segment, i.e., real estate development and we do not follow any segment reporting. Significant Economic Changes

Except as disclosed in this section, there are no outstanding (i) criminal proceedings (including matters which are at an FIR stage even if no cognizance has been taken by any court); (ii) actions taken by regulatory and/or statutory authorities; (iii) claims related to direct and indirect tax matters (disclosed in a consolidated manner); and (iv) other pending litigation/arbitration as determined to be material by our Board pursuant to the Materiality Policy as approved by our Board, in each case involving our Company, Subsidiaries, Promoters and Directors (“Relevant Parties”). Further, there are (i) no disciplinary actions including penalties imposed by the SEBI or the Stock Exchanges against our Promoters in the last five Financial Years including any outstanding action; or (ii) no outstanding litigation involving our Group Companies which may have a material impact on our Company. For the purpose of material civil litigation/arbitration proceedings in (iv) above, our Board has considered and adopted the Materiality Policy with regard to outstanding litigation to be disclosed by our Company involving the Relevant Parties, in this Draft Red Herring Prospectus pursuant to the Board resolution dated February 28, 2025. In terms of the Materiality Policy, all outstanding civil litigation/ arbitration proceedings involving the Relevant Parties, other than (I) all outstanding criminal proceedings (including matters which are at an FIR stage even if no cognizance has been taken by any court); (II) all actions (including all penalties and show cause notices) by statutory and/ or regulatory authorities; and (III) all outstanding taxation proceedings, would be considered ‘material’ if (i) the aggregate monetary amount involved in such a proceeding exceeds, the lower of (a) 2% of the turnover of the Company as per the Restated Financial Information for the preceding financial year year amounting to ₹ 89.5 million; or (b) 2% of the net worth of the Company as per the Restated Financial Information as at the end of the preceding financial year amountin to ₹ 17.67 million; or (c) 5% of the average of the absolute value of the profit/loss after tax amounting to ₹ 10.60 million as per the Restated Financial Information of the preceding three financial years disclosed in the relevant Offer Documents (“Threshold”); or (ii) all the outstanding litigation involving the Company and its Subsidiaries which relate to the land parcels on which there are Under-construction Redevelopment and Upcoming Redevelopment projects of the Company and its Subsidiaries, respectively where the dispute is with respect to the title of the land parcel or development interest; (iii) the monetary liability is not quantifiable and does not fulfil the Threshold, but the outcome of any such pending proceedings may have a material adverse effect on the financial position, business, operations, prospects, or reputation of our Company, as determined by the Board of our Company; or (iv) the decision in such a proceeding is likely to affect the decision in similar proceedings, such that the cumulative amount involved in such proceedings exceeds the Threshold, even though the amount involved in an individual proceeding does not exceed the Threshold. It is clarified that for the purposes of the above, pre-litigation notices from third parties (other than show cause notices issued by statutory/ regulatory/ tax authorities or notices threatening criminal action) received or sent by any of the Relevant Parties shall not be evaluated for materiality until such time that the Relevant Parties, as the case may be, are impleaded as a party in proceedings before any judicial/ arbitral forum. Except as stated in this section, there are no outstanding material dues to creditors of our Company. For this purpose, our Board has pursuant to a resolution dated February 28, 2025 considered and adopted the Materiality Policy for the purpose of disclosure of material creditors in this Draft Red Herring Prospectus. In terms of the Materiality Policy, outstanding dues to any creditor of our Company having monetary value which exceeds ₹ 78.45 million, being 5.00 % of our trade payables on a consolidated basis as at December 31, 2024 (which is the date of the latest Restated Financial Information of our Company disclosed in this Draft Red Herring Prospectus), have been considered ‘material’. For outstanding dues to any party which is a MSME, the disclosure is based on information available with our Company regarding status of such MSME as defined under Section 2 of the Micro, Small and Medium Enterprises Development Act, 2006, as amended and read with the rules and notifications thereunder, as has been relied upon by the Statutory Auditors in preparing their audit report. All terms defined in a particular litigation disclosure pertain to that litigation only. Unless stated otherwise, the information provided below is as on the date of the Draft Red Herring Prospectus. Litigation involving our Company Outstanding litigation against our Company Criminal proceedings As on the date of this Draft Red Herring Prospectus, there are no outstanding criminal proceedings instituted against our Company.

Material civil proceedings As on the date of this Draft Red Herring Prospectus, there are no material civil proceedings instituted against our Directors. Outstanding litigations by our Directors Criminal proceedings As on the date of this Draft Red Herring Prospectus, there are no outstanding criminal proceedings instituted by our Directors. Material civil proceedings As on the date of this Draft Red Herring Prospectus, there are no material civil proceedings instituted by our Directors. Tax Proceedings Except as disclosed below, there are no outstanding litigations involving claims related to direct and indirect taxes involving our Company, Subsidiaries, Directors and Promoters: * To the extent quantifiable. Outstanding dues to Creditors As of December 31, 2024, the total number of creditors of our Company was 267, and the total outstanding dues to these creditors by our Company was ₹ 1,569.07 million. As per the Materiality Policy for the purpose of disclosure of material creditors in this Draft Red Herring Prospectus, creditors of our Company to whom an amount having a monetary value which exceeds 5.00 % of our consolidated trade payables as on the date of the latest Restated Financial Information (i.e., as at December 31, 2024), has been considered ‘material’ i.e., creditors of our Company to whom our Company owes an amount exceeding ₹ 78.45 million. Based on the above, details of outstanding dues owed to MSMEs, material and other creditors as of December 31, 2024, is set out below: * As defined under the Micro, Small and Medium Enterprises Development Act, 2006, as amended The details pertaining to the outstanding dues (including overdues) towards our material creditors as of December 31, 2024, along with the name and amount involved for each such material creditor, are available on the website of our Company at www.pranavconstructions.com/investor-corner. It is clarified that such details available on our website do not form a part of this Draft Red Herring Prospectus. Material developments since the date of the last balance sheet Other than as stated in “Management’s Discussion and Analysis of Financial Position and Results Of Operations” on page 351, there have not arisen, since the date of the Restated Financial Information disclosed in this Draft Red Herring Prospectus, any circumstances which may materially and adversely affect, or are likely to affect, within the next 12 months, our operations, our profitability taken as a whole or the value of our assets or our ability to pay our liabilities.

Except as disclosed herein and in ‘Risk Factor – We are required to obtain certain approvals or permits and fulfil certain conditions precedent in respect of some of the approvals or permits. Any failure to obtain the necessary approvals in time or at all may results in material delays which could impact our growth strategy and results of operation’ on page 43, we have obtained all material consents, licenses, registrations, permissions, and approvals from various governmental, statutory and regulatory authorities, which are necessary for undertaking our Company’s current business activities and operations. Except as disclosed below, no further material approvals are required for carrying on the present business operations of our Company. In the event any of the approvals and licenses that are required for our business activities and operations expire in the ordinary course, we make applications for their renewal from time to time. Unless otherwise stated, these approvals are valid as on the date of this Draft Red Herring Prospectus. For details in connection with the regulatory and legal framework within which our Company operates, see “Key Regulations and Policies in India” on page 228. For Offer related approvals, see “Other Regulatory and Statutory Disclosures” on page 387 and for incorporation details of our Company, see “History and Certain Corporate Matters” on page 236. - I. Approvals in relation to the Offer For details regarding the approvals and authorizations obtained by our Company in relation to the Offer, see “Other Regulatory and Statutory Disclosures – Authority for the Offer” on page 387. - II. Incorporation details - 1. Certificate of incorporation dated July 31, 2003, issued by the Registrar of Companies, Maharashtra at Mumbai in the name of Pranav Constructions Private Limited. - 2. Fresh certificate of incorporation dated July 29, 2024, issued by the Registrar of Companies, Central Processing Centre upon conversion of our Company from a private limited to a public limited company. - 3. The Corporate Identity Number of our Company is U70101MH2003PLC141547 - III. Tax related approvals - 1. The permanent account number of our Company is AAECP0580F. - 2. The tax deduction account number of our Company is MUMP24639G. - 3. The goods and services tax registration number of our Company is 27AAECP0580F1ZK. - 4. Certificate of registration bearing reference number 27495275460P issued by the Deputy Secretary of Maharashtra under Section 5(1) of the Maharashtra State Tax on Professions, Trades, Callings and Employment Act, 1975. - IV. Other material approvals held by our Company - 1. Certificate of registration bearing reference number 820300886/ PS Ward/ COMMERCIAL II issued by the Chief Facilitator of Shops and Establishments under the Maharashtra Shops and Establishments (Regulation of Employment and Conditions of Service) Act, 2017. - 2. Provident Fund code number intimation letter bearing reference number KDMAL1946414000 in terms of Employees Provident Fund under the Employees Provident Funds and Miscellaneous Provisions Act, 1952. - 3. Certificate of registration bearing reference number 35000502440001099 issued by the Employees State Insurance Corporation under the Employees’ State Insurance Act, 1948. - 4. Establishment code bearing reference number MUMUMP001677 issued by the Welfare Commissioner, Maharashtra Labour Welfare Board under the Maharashtra Labour Welfare Fund Act, 1953. - 5. Certificates of registration under the Contract Labour (Regulation and Abolition) Act, 1970 issued by the Office of the Registering Officer, for engaging contract labour. - 6. Certificates of registration under the Building and Other Construction Workers (Regulation of Employment and Conditions of Services) Act, 1996 read with the Maharashtra Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Rules, 2007.

An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before making an investment in the Equity Shares. The risks described in this section are those that we consider to be the most significant to our business, results of operations, cash flows and financial condition as of the date of this Draft Red Herring Prospectus. To obtain a more detailed understanding of our business and operations, please read this section in conjunction with, “Industry Overview”, “Our Business”, “Key Regulations and Policies in India”, “Restated Financial Information”, “Management's Discussion and Analysis of Financial Condition and Result of Operations” and “Outstanding Litigation and Material Developments” on pages 138, 199, 228, 268, 351 and 380, respectively as well as other financial and statistical information contained in this Draft Red Herring Prospectus. Unless the context otherwise requires, in this section, references to “we”, “us” or “our” refers to our Company and our Subsidiaries on a consolidated basis. Unless the context otherwise requires, references to our “Company” refers to Pranav Constructions Limited on a standalone basis. We have described the risks and uncertainties that our management believes are material, but these risks and uncertainties are not the only risks relevant to us, or the Equity Shares or the industry and the segments in which we currently operate or propose to operate. In addition, the risks set out in this section are not exhaustive, and if any or a combination of any of the following risks actually occur, or if any of the risks that are not currently known or are currently deemed to be not relevant or material now, actually occur or become material in the future, our business, prospects, results of operations and financial condition could suffer, the trading price of the Equity Shares could decline, and you may lose all, or part of your investment. Furthermore, some events may be material collectively rather than individually and some risks may have an impact which is qualitative in nature but cannot be quantified. In making an investment decision, prospective investors must rely on their own examination of us and our business and the terms of the Offer including the merits and risks involved. Unless specified or quantified in the relevant risk factor below, we are not in a position to quantify the financial or other implication of any of the risks mentioned in this section. You should pay particular attention to the fact that we are incorporated under the laws of India and are subject to a legal and regulatory environment that may be different from that in other countries. Our Financial Year or Fiscal ends on March 31 of each year, and references to a particular Financial Year or Fiscal are to the twelve-month period ended March 31 of that year. Unless otherwise stated or the context otherwise requires, the financial information as of and for the nine-month period ended December 31, 2024 and as of and for the financial years ended March 31, 2024, March 31, 2023 and March 31, 2022 included in this section has been derived from the Restated Financial Information included in this Draft Red Herring Prospectus on page 268. We have also included various operational and financial performance indicators in this Draft Red Herring Prospectus, some of which have not been derived from the Restated Financial Information. The manner of calculation and presentation of some of the operational and financial performance indicators, and the assumptions and estimates used in such calculations, may vary from that used by other companies in India and other jurisdictions. Unless otherwise indicated, industry and market data used in this Draft Red Herring Prospectus has been extracted or derived from a report titled “Real Estate Industry Report for Pranav Constructions Limited” issued on February 28, 2025, prepared and issued by Cushman & Wakefield (the “C&W Report”). We commissioned and paid for the C&W Report pursuant to an engagement letter dated January 16, 2025, for the purposes of confirming our understanding of the industry exclusively in connection with the Offer. The C&W Report will be available on the website of our Company at www.pranavconstructions.com/investor-corner. The data included in this section includes excerpts from the C&W Report and may have been re-ordered by us for the purposes of presentation. Unless otherwise indicated, financial, operational, industry and other related information derived from the C&W Report and included herein with respect to any particular year refers to such information for the relevant calendar year. See “Certain Conventions, Presentation of Financial, Industry and Market Data – Industry and Market Data”, “Internal Risk Factors – Industry information included in this Draft Red Herring Prospectus has been derived from an industry report prepared by Cushman and Wakefield exclusively commissioned and paid for by us for such purpose and any reliance on such information is subject to inherent risks.” and “Industry Overview” on pages 25, 51 and 138, respectively. Further, names of certain names of certain suppliers have not been included in this Draft Red Herring Prospectus either because relevant consents for disclosure of their names were not available or in order to preserve confidentiality. In making an investment decision, you must rely on your own examination of us and the terms of the Offer, including the merits and the risks involved, and you should consult your tax, financial and legal advisors about the particular consequences of investing in the Offer.

Internal Risk Factors - 1. Our Redevelopment3 3 “Redevelopment” refers to the business activity of demolition of existing structures and construction of new structures, which comprises of premises for the existing habitants and new premises for sale, in accordance with the applicable laws and regulations framed by municipal and governmental authorities. activities are geographically concentrated in the MCGM Region4 4 “MCGM Region” means the Municipal Corporation of Greater Mumbai region., and more specifically, the Western Suburbs5 5 “Western Suburbs” means the micro markets of Vile Parle, Santacruz, Juhu, Andheri, Jogeshwari, Goregaon, Malad, Kandivali, Borivali and Dahisar in the western suburban areas of the MCGM Region. which has accounted for 99.66%, 99.50%, 99.74% and 99.89% of our revenue from operations for nine-month period ended December 31, 2024, Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively. Consequently, we are exposed to risks from varying market conditions, economic, regulatory and other changes as well as natural disasters in the MCGM Region, which in turn may have an adverse effect on our business, results of operations, cash flows and financial condition. Our Redevelopment activities are focused within the MCGM Region, and more specifically, the Western Suburbs, which may be subject to market conditions and regulatory developments that may be different from other real estate markets within India. The table below provides details of our revenue from operations, attributable to Redevelopment in the MCGM Region for the periods indicated: As of December 31, 2024, 100.00% of our Completed Redevelopment Projects6 6 “Completed Redevelopment Projects” refers to redevelopment projects where the Company has completed Redevelopment; and in respect of which the occupation / building completion certificate, has been obtained., 90.91% of our Under-construction Redevelopment Projects7 7 “Under-construction Redevelopment Projects” refers to redevelopment projects in respect of which the Company has received first commencement certificate. and 76.19% of our Upcoming Redevelopment Projects8 8 “Upcoming Redevelopment Projects” refers to redevelopment projects in respect of which an appointment letter or a letter of intent is executed by our Company with the society / relevant counter party to undertake Redevelopment. were located in the Western Suburbs, see “Our Business” on page 199. As a result, our business, financial condition and results of operations have been and will continue to be significantly dependent on the performance of, and the prevailing conditions affecting, the real estate market in the MCGM Region, and more specifically, the Western Suburbs. The real estate market in the MCGM Region may be affected by various factors outside our control, including prevailing socio-economic and market conditions, changes in demand for Redevelopment, changes in applicable governmental regulations and related policies, availability of financing for our Redevelopment Projects9 9 “Redevelopment Projects” means Completed Redevelopment Projects, Under-construction Redevelopment Projects, Upcoming Redevelopment Projects and future redevelopment projects undertaken by our Company and approved by MCGM. and applicable interest rates, change in demographic trends, employment and income levels, among other factors. In addition, the MCGM Region may be exposed to natural disasters such as flooding, and our Redevelopment Projects in the MCGM Region may be subject to such risks. Even though our Redevelopment Projects were not significantly impacted by such factors in the past, we cannot assure that it will not impact our Redevelopment Projects in the future. Our Redevelopment Projects involve a significant time period and consequently the capital invested is tied up and is relatively illiquid (until sale of units commences), these aspects may limit our ability to respond promptly to changing market conditions. These factors may contribute to fluctuations in real estate prices and adversely impact the demand for, and valuation of, our Under-construction Redevelopment Projects and Upcoming Redevelopment Projects, which may adversely affect our business, financial condition and results of operations.

in construction, such as risk of equipment failure, impact from falling objects, collision, work accidents, fire, or explosion, including hazards that may cause injury and loss of life, severe damage to and destruction of property and equipment, and environmental damage. Accidents and, in particular, fatalities may have an adverse impact on our reputation and may result in fines and/or investigations by public authorities as well as litigation from injured workers or their dependents. While there have been no such accidents in the nine-month period ended December 31, 2024 and last three Fiscals, we cannot assure you that such instances will not happen in the future. If any one of these hazards or other hazards were to occur involving our workforce, customers and/or third parties on property sites, our business, financial condition and results of operations may be adversely affected. Further, we may incur additional costs for reconstruction of our Redevelopment Projects which are damaged by hazards which may not be covered adequately or at all by the insurance coverage we maintain, and this may adversely affect our business, reputation and financial condition. - 12. Our Redevelopment Projects may require TDRs16 16 “TDRs” refers to transferable Development Rights. to develop area beyond the permissible FSI17 17 “FSI” refers to floor space index which is the total permitted area on land for construction. which may not be available or may not be available at the expected price. Our inability to acquire TDRs may affect our ability to increase the size and scope of our Redevelopment Projects which may lead to lower revenues and impact our financial condition and results of operations. Our Redevelopment Projects with Co-operative Housing Societies have inherent FSI as per the DCP Regulations. Municipal planning and land use regulations limit the maximum square footage of completed buildings we may construct on plots to specified amounts, calculated based on a ratio of the combined gross floor area of all floors, except areas specifically exempted, to the total area of each plot of land (FSI). TDRs granted by the relevant statutory authority provide a mechanism by which a person, who is unable to use the available FSI of his/ her plot for various reasons, is permitted to use the unused FSI on other properties in accordance with applicable regulations or transfer the unused FSI to a third party. This TDRs is available with third parties for a price determined by demand and supply factors. We may be required to acquire TDRs for our Redevelopment plans. We obtain and secure FSI for the entire Redevelopment Project during the initial construction phase, to avoid any delay or risks due to change in applicable rules and regulations which enables us to complete our Redevelopment Projects in a timely manner. During the nine- month period ended December 31, 2024 and Fiscals 2024, 2023, and 2022, we have acquired ₹ 57.61 million, ₹ 465.07 million, ₹ 66.95 million and ₹ 55.36 million TDRs, respectively for our Redevelopment Projects. If we are unable to acquire TDRs due to non-availability or if the market price of the available TDRs is high or unviable, then this may impact our ability to increase the size of certain Redevelopment Projects due to us having insufficient FSI or because of a significant increase in the cost of acquisition of TDRs. Our inability to acquire TDRs may affect our ability to increase the size and scope of our Redevelopment Projects which may lead to lower revenues and our financial condition and results of operations in general. - 13. There are certain discrepancies in records available with us as well as our filings with the RoC. We cannot assure you that regulatory proceedings or actions will not be initiated against us and we will not be subject to any penalty imposed by the competent regulatory authority in this regard in the future which may impact our financial condition and reputation. Our Company has, inadvertently, made certain errors in its statutory / corporate filings with the RoC in the past. For instance, in relation to the allotment of 347,625 CCPS dated January 24, 2019, while the allotment resolution in relation to this allotment accurately captures the date of this allotment, our Company has filed the form for return of allotment (i.e., PAS-3) with RoC with incorrect date i.e., January 21, 2019. Further, there are certain discrepancies in the records maintained by our Company in relation to certain transfer of such equity shares of our Company. For instance, the share transfer forms for the transfer of Equity Shares from Pranav Kiran Ashar to Reena Patel (10,000 Equity Shares), Tejal Patel (10,000 Equity Shares), Jimit Patel (10,000 Equity Shares), Vishwas Mahadeo Kokane jointly held with Vrushali Suryakant Pathare (30,000 Equity Shares) and Vrushali Suryakant Pathare jointly held with Vishwas Mahadeo Kokane (7,000 Equity Shares), on November 6, 2017 at price of ₹10 each available in our records is incorrect, as the Equity Shares were transferred at price of ₹75 each. Such Equity Shares transferred comprise of 0.12% of the total paid up capital of our Company. While no legal proceedings or regulatory action has been initiated against our Company in relation to such discrepancies and errors in secretarial and other corporate records/ filings and documents as of the date of this Draft Red Herring Prospectus, we cannot assure you that such legal proceedings or regulatory actions will not be initiated against our Company in future.

- 14. There are certain outstanding litigation proceedings involving our Company and Directors, an adverse outcome which, may have an adverse impact on our reputation, business, financial condition, results of operations and cash flows. There are outstanding legal proceedings involving our Company and our Directors, which are pending at varying levels of adjudication at different forum. Such proceedings could divert management time and attention and consume financial resources in their defence or prosecution. The amounts claimed in these proceedings have been disclosed to the extent ascertainable and quantifiable and include amounts claimed jointly and severally from our Company and our Directors. The summary of outstanding matters set out below includes details of outstanding criminal proceedings, tax proceedings, statutory and regulatory actions and other material pending litigation involving our Company, Subsidiaries, Directors, Promoters and Group Companies.

* To the extent quantifiable. $Not quantifiable As on the date of this Draft Red Herring Prospectus, there is no outstanding litigation involving our Group Companies which may have a material impact on our Company. We cannot assure you that any of these matters will be settled in favour of our Company or our Directors, respectively, or that no additional liability will arise out of these proceedings. An adverse outcome in any of these proceedings may have an adverse effect on our business, financial position, prospects, results of operations, and our reputation. For further details, see “Outstanding Litigation and Material Developments” on page 380. - 15. We have incurred certain indebtedness and our lenders have imposed certain restrictive covenants on us under our financing arrangements. Our failure to comply with such covenants may adversely affect our reputation, business and financial condition. As of December 31, 2024, we had total financial indebtedness of ₹ 1,498.79 million. For further information, see “Financial Indebtedness” on page 337. Our financing agreements contain certain restrictive covenants and events of default that limit our ability to undertake certain types of transactions, which may adversely affect our business and financial condition. These financing agreements also require us to maintain certain financial ratios. Certain restrictive covenants under our financing agreements which require seeking a prior consent from the respective lenders of our Company including inter alia restrictions on: amending or modifying the constitutional documents of our Company; undertaking any merger, de-merger, consolidation, reorganisation, dissolution, scheme of arrangement or compromise with our Company’s creditors or Shareholders; declaring or paying any dividend for any year; effecting any change to our Company’s capital structure; changing the accounting method or policies; and paying, repaying or prepaying certain borrowings of our Company. Further, under the terms of certain of our financing agreements, a mortgage has been created, in favour of the lenders, over development rights, in respect of the Redevelopment Projects for which financing has been availed along with a charge on the receivables from the respective Redevelopment Projects. Such

- 20. An inability to maintain adequate insurance cover in connection with our business may adversely affect our operations and profitability. Our operations are subject to various risks and hazards which may adversely affect revenue generation and profitability. We have obtained a number of insurance policies in connection with our operations including contractors all risk policy and car insurance policies. The table below provides details of aggregate coverage of insurance policies as a percentage of total assets: *Net assets = sum of property, plant and equipment (net block) and intangibles (net block). For further information, see “Our Business – Insurance” on page 225. While the insurance coverage which we maintain would be reasonably adequate to cover the normal risks associated with the operation of our business, we cannot assure you that any claim under the insurance policies maintained by us will be honoured fully, in part, or on time, or that we have taken out sufficient insurance to cover all our losses. Our insurance policies may not provide adequate coverage in certain circumstances and are subject to certain deductibles, exclusions and limits on coverage. In addition, our insurance coverage expires from time to time. We apply for the renewal of our insurance coverage in the normal course of our business, but we cannot assure you that such renewals will be granted in a timely manner, at an acceptable cost or at all. To the extent that we suffer loss or damage for which we did not obtain or maintain insurance, and which is not covered by insurance or exceeds our insurance coverage or where our insurance claims are rejected, the loss would have to be borne by us and our results of operations, cash flows and financial condition may be adversely affected. While we have not faced any such damages in the past, we cannot assure you that we will not suffer loss or damages in the future. Further, construction defects are not covered by insurance and accordingly, we may also be subject to claims resulting from defects in the construction of our Redevelopment Projects. While we have not been subject to claims regarding construction defects in the past, we cannot assure that we will not be held liable for such claims in the future. The proceeds of any insurance claim with respect to insurance that either we or our contractors have taken may be insufficient to cover any expenses faced by us including higher construction costs as a result of inflation, changes in building regulations, environmental issues as well as other factors. Should an uninsured loss or a loss in excess of insured limits occur, we may lose the capital invested in and the anticipated revenue from the affected property. We could also remain liable for any debt or other financial obligation related to that property. We cannot assure you that losses in excess of insurance proceeds will not occur in the future. In addition, any payments we make to cover any uninsured loss may have a material adverse effect on our business, financial condition and results of operations. - 21. Any changes in the incidence and change in the rate of property taxes and stamp duties may impact our business operations, growth plan, financial condition and results of operation. As a Redevelopment company focused on the MCGM Region, we are subject to the property tax regime in the State of Maharashtra. Our customers are subject to stamp duty for the agreement entered into in respect of the units of our Redevelopment Projects that we sell. These taxes and stamp duties could increase in the future, and new types of property taxes and stamp duties may be introduced which will increase our overall costs and/or impact our sales. If these property taxes and stamp duties increase, or new types of property taxes and stamp duties are introduced, the cost of buying, selling and owning properties may rise. Additionally, if stamp duties were to be levied on instruments evidencing transactions which are subject to nil or lesser duties, purchasing price may increase for our customers, which may have an impact on our revenue from operations. Any such changes in the incidence or rates of property taxes or stamp duties could have an adverse effect on our financial condition and results of operations. - 22. We are required to obtain certain approvals or permits, and fulfil certain conditions precedent in respect of some of the approvals or permits. Any failure to obtain the necessary approvals in time or at all may results in material delays which could impact our growth strategy and results of operation. As of December 31, 2024, we had 11 Under-construction Redevelopment Projects and 21 Upcoming Redevelopment Projects. For further details, see "Our Business" on page 199. To successfully execute each of our Redevelopment Projects, we are required to obtain statutory and regulatory approvals, and permits and applications are required to be

- (3) The Equity Shares were transferred at ₹ 75 per Equity Share, however, the same has been incorrectly mentioned in SH-4 as ₹ 10 per Equity Share. For further details, please see “Risk Factors – There are certain discrepancies in records available with us as well as our filings with the RoC. We cannot assure you that regulatory proceedings or actions will not be initiated against us and we will not be subject to any penalty imposed by the competent regulatory authority in this regard in the future which may impact our financial condition and reputation.” As of the date of this Draft Red Herring Prospectus, none of the Equity Shares held by our Promoters are pledged or are otherwise encumbered. - c) Details of minimum Promoters’ contribution locked in as may be prescribed under applicable law Pursuant to Regulation 14 of the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted post Offer Equity Share capital of our Company held by our Promoters shall be considered as minimum promoters’ contribution and, pursuant to Regulation 16 of the SEBI ICDR Regulations, shall be locked-in for a period of three years, or such other period as prescribed under the SEBI ICDR Regulations, as minimum promoter’s contribution from the date of Allotment (“Promoters’ Contribution”). Our Promoters’ shareholding in excess of 20% of the fully diluted post- Offer Equity Share capital shall be locked in for a period of one year from the date of Allotment. The details of Equity Shares held by our Promoters, which will be locked-in for a period of three years, or such other period as prescribed under the SEBI ICDR Regulations, from the date of Allotment as Promoters’ Contribution are set forth below: Note: To be updated at the Prospectus stage.

- units termed as ‘sale flats’ which not only generate funds for reconstruction but also yield a respectable profit margin with enhanced IRR and making it a highly attractive business opportunity from a risk adjusted investment perspective. - • Revitalization of communities: The tenants of old chawls or members of old societies face problems related to physical infrastructure, poor sanitation, and habitable conditions. Redevelopment benefits the tenants/members not only in the form of lager floor area but also in terms of accessibility to better living standards, better basic amenities, better safety standards etc. Redevelopment of tenanted premises also provides for ownership rights to the tenants resulting in creation of a capital asset for the tenants. Neglected urban areas can be revitalized through Redevelopment of old buildings leading to the resurgence of a thriving and vibrant community living. - • Higher Standard of living: The housing society owners are eligible for larger floor areas through incentive FSI with modern amenities, improved public spaces, and better security measures leading to a better quality of life in the case of society redevelopment. - • Increased housing options: Old residential properties are present in well-developed localities where supply is limited. Redevelopment creates new and economical housing options thereby addressing the housing shortages. - • Risk-adjusted Return: Redevelopment projects have relatively shorter project cycles, which enhances investor IRR and facilitates early financial closure, making it highly attractive from a risk-adjusted investment perspective. - • Increase property value and lifespan: Redeveloping a building can improve its overall aesthetics, making it more visually appealing and attractive to potential buyers or tenants, resulting in higher resale or rental income potential. - • Environmental benefits: Redevelopment projects can incorporate green building practices, such as energy-efficient design and use of sustainable materials thereby reducing carbon footprint and promoting environmental stewardship. - - 5.1.6. Redevelopment Projects overview within MCGM region In summation, better living standards, no hassle of land acquisition, efficient usage of existing infrastructure and increased capital value of the property are some of the major benefits of redevelopment project. Of the total supply20 20 For this section, Under Construction projects which are launched from CY17 till CY24 and are currently being marketed and sold have been considered (SRA redevelopment projects have been excluded from the redevelopment section analysis). of under construction projects which are launched from CY17 till CY24 in the MCGM region (205,218 units), greenfield developments account for 38% (77,742 units) whereas a large majority of 62% are redevelopment projects (127,476 units). We have analyzed under-construction projects, launched between CY17 and CY24 with unsold inventory that is available for marketing for the analysis in this section (SRA redevelopment projects have been excluded in this analysis). Figure 24 Source: Maha RERA, C&W Research

Unless otherwise stated, references in this section to “we”, “our” or “us” (including in the context of any financial information) are to the Company and its Subsidiary. To obtain a complete understanding of our Company and business, prospective investors should read this section in conjunction with “Risk Factors”, “Industry Overview”, “Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 30, 138, 268 and 351, respectively as well as financial and other information contained in this Draft Red Herring Prospectus as a whole. Additionally, please refer to “Definitions and Abbreviations” on page 1 for definition of certain terms used in this section. Some of the information in the following section, especially information with respect to our plans and strategies, consists of certain forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those expressed in, or implied by, these forward-looking statements. You should read the section “Forward-Looking Statements” on page 28 for a discussion of the risks and uncertainties related to those statements and the section “Risk Factors” on page 30 for a discussion of certain risks that may affect our business, financial condition, or results of operations. Unless otherwise stated, or the context otherwise requires, the financial information used in this section is derived from our Restated Financial Information included in this Draft Red Herring Prospectus beginning on page 268. Industry and market data used in this section have been extracted from the reported entitled “Real Estate Industry Report for Pranav Constructions Limited” (“C&W Report”) issued on February 28, 2025, which has been commissioned by our Company exclusively in connection with the Offer for the purposes of confirming our understanding of the industry in which we operate. For further details and risks in relation to the C&W Report, see “Risk Factors – Industry information included in this Draft Red Herring Prospectus has been derived from an industry report prepared by Cushman and Wakefield exclusively commissioned and paid for by us for such purpose and any reliance on such information is subject to inherent risks.” on page 51. The C&W Report will form part of the material documents for inspection and is available on the website of our Company atwww.pranavconstructions.com/investor-corner. OVERVIEW We are the leading real estate company, based on the supply of units and number of completed and under construction MCGM - Redevelopment27 27 “MCGM - Redevelopment” includes redevelopment projects under DCPR 2034 rule 33(7), 33(7)(A) and 33(7)(B) projects in the Western Suburbs28 28 “Western Suburbs” means the micro markets of Vile Parle, Santacruz, Juhu, Andheri, Jogeshwari, Goregaon, Malad, Kandivali, Borivali and Dahisar in the western suburban areas of the MCGM Region., with a total of 1,503 units and 27 MCGM - Redevelopment projects (completed and under construction) whereas other developers have 2 to 7 MCGM - Redevelopment projects, each launched between CY 17 –CY 24 (Source: C&W Report). We are amongst the top redevelopment companies based out of Mumbai predominantly undertaking redevelopment projects in the Western Suburbs focusing on Economical29 29 “Economical” refers to apartments up to ₹ 15 million., Mid and Mass30 30 “Mid and Mass” refers to apartments between ₹ 15 million to ₹ 30 million., and Aspirational31 31 “Aspirational” refers to apartments between ₹ 30 million to ₹ 70 million. homes (Source: C&W Report). We ranked 1st in the MCGM Region for having the highest combined supply in MCGM Redevelopment projects launched between CY 21 and CY 24. We ranked 4th in the MCGM region for having the highest supply in MCGM Redevelopment projects launched between CY 17 and CY 24 (Source: C&W Report). As of December 31, 2024, our portfolio included 58 Redevelopment Projects32 32 “Redevelopment Projects” means Completed Redevelopment Projects, Under-construction Redevelopment Projects and Upcoming Redevelopment Projects and future redevelopment projects undertaken by our Company and approved by MCGM. across the MCGM Region, comprising (i) 26 Completed Redevelopment Projects33 33 Completed Redevelopment Projects” refers to redevelopment projects where the Company has completed Redevelopment; and in respect of which the occupation / building completion certificate, has been obtained., with a combined Total Developable Area34 34 “Total Developable Area” refers to (i) the total constructed area in respect of a Completed Redevelopment Project, or (ii) total area estimated to be constructed in respect of an Under-construction Redevelopment Project or (iii) the total area estimated to be constructed in respect of an Upcoming Redevelopment Project. of 1.25 million square feet, (ii) 11 Under-construction Redevelopment Projects35 35 “Under-construction Redevelopment Projects” refers to redevelopment projects in respect of which the Company has received first commencement certificate. with combined Total Developable Area of 1.07 million square feet, and (iii) 21 Upcoming Redevelopment Projects36 36 “Upcoming Redevelopment Projects” refers to redevelopment projects in respect of which an appointment letter or a letter of intent is executed by our Company with the society / relevant counter party to undertake Redevelopment. with combined Total

Legal & Regulatory Compliance: We rely on our in-house team of legal and compliance experts supported by external consultants, who perform the necessary due diligence to identify and mitigate potential legal and regulatory risks or impediments to our Redevelopment process. Our compliance team works closely with civic authorities and has necessary expertise of the process for obtaining all project related regulatory approvals in a timely manner. Further, we obtain and secure FSI41 41 “FSI” refers to floor space index which is the total permitted area on land for construction. for the entire Redevelopment Project during the initial construction phase, to avoid any delay or risks due to change in applicable rules and regulations which enables us to complete our Redevelopment Projects in a timely manner. Construction Management: Our construction management team in consultation with the project architect and managers, plan the execution of our Redevelopment Projects; procure resources at the right time and at a viable cost; and efficiently manage timely execution. Additionally, a robust inspection process involving architects, engineers, quality and safety teams ensures that we adhere to, and comply with, our construction standards and applicable safety measures throughout the construction process. Further, we have established connections with suppliers and contractors for supply of construction materials and construction works, with the proven capacity to meet our requirements. For further details about our dependence on our suppliers and contractors, see “Risk Factors” on page 30. Sales & Marketing: Our sales and marketing team create content showcasing our range of offerings to our target audience. Due to their effective management of the sales pipeline, for our Redevelopment Projects launched, we are able to achieve on an average up to 40.87% of our sales within the first six months of the Redevelopment Project launch and on an average up to 59.43% , as on December 31, 2024 of the sales within the first twelve months. The table below provides details of our sales for the nine-month period ended December 31, 2024 and Fiscals indicated: Expert Consultants: In addition to our in-house competencies, we also leverage the expertise of external professionals with specializations to match our wide range of operations, such as liasioning architects specializing in obtaining MCGM Region approvals, landscape designers, structural engineers, green building consultants and mechanical, electrical, and plumbing consultants for the Redevelopment and management of our Redevelopment Projects. We have a long term relationship with Rasik P Hingoo & Associates, our liasioning architect who assist in respect of obtaining relevant approvals and licenses from the Municipal Corporation of Greater Mumbai and Shanghvi and Associates Consultants Private Limited, our structural consultants who assist in supervising and designing the structure of our Redevelopment Projects. Our track record in execution has been instrumental in our consistent sales and performance. The table below provides our delivery track record for our Completed Redevelopment Projects as of December 31, 2024, which demonstrates our execution strength and our ability to complete our Redevelopment Projects in a timely manner. As a result of our execution capabilities, our average project construction cycle, from the date of first commencement certificate to the date of grant of occupation certificate, was 26 months as of December 31, 2024.

For risk related to the intellectual property, see, “There could be infringement of our intellectual property rights by third parties, which could damage our reputation and brand identity and harm our business and results of operations.” on page 41. Competition We operate in the MCGM Region which is a highly competitive real estate market. We face competition from large real estate developers with national operations and regional players who are specific to micro-markets in the MCGM Region. Our competitors in the same line of business as our Company include Keystone Realtors Limited, Godrej Properties Limited, Macrotech Developers Limited, Suraj Estate Developers Ltd, Kolte-Patil Developers Limited and Arkade Developers Limited. Human Resources Our employees contribute significantly to our business operations. The table below sets forth details of our permanent employees (including whole time directors) as of December 31, 2024: We conduct training workshops for our employees to develop a variety of skill sets and organize modules at regular intervals to promote teamwork and personal growth of employees. Our human resource department focuses on employee engagement and motivation, which further helps in achieving the strategic objectives of the organization. Our human resource practices are aimed at recruiting talented individuals, ensuring continuous development and addressing their grievances, if any, in a timely manner. Corporate Social Responsibility Our Company has formulated a Corporate Social Responsibility (“CSR”) policy in accordance with the requirements of the Companies Act 2013 and the rules thereunder. Our Board of Directors have also constituted a CSR Committee. Our CSR activities focus on inter alia providing education for rural, poor and under-privileged children and orphans, promoting rural, national and international sports, supporting senior citizens, providing health care facilities and fighting against human trafficking. During the nine-month period ended December 31, 2024 and Fiscal 2024, Fiscal 2023 and Fiscal 2022, we spent ₹ 2.80 million, ₹ 4.85 million, ₹ 3.31 million and ₹ 1.73 million, respectively on our CSR activities. Properties Our Registered and Corporate Office is located at Unit No. 1001, 10th Floor, DLH Park, Near MTNL, S.V. Road Goregaon West, Mumbai – 400 104, Maharashtra, India. The details of our properties are set forth in the table below:

For risk associated with the leave and license agreements, see “Risk Factors - Our offices, including our Registered and Corporate Office are held by us on leave and license basis. If these leave and license agreements are terminated or not renewed on terms acceptable to us, it could adversely affect our business, financial condition, results of operations, and cash flows.” on page 45.

The following table sets forth our Company’s capitalisation as at December 31, 2024, on the basis of our Restated Financial Information, and as adjusted for the Offer. This table should be read in conjunction with “Risk Factors”, “Restated Financial Information” and “Management’s Discussion and Analysis of Financial Position and Results of Operations” on pages 30, 268 and 351, respectively. (₹ in million, except ratios) (1) Will be determined upon completion of the Offer. (2) Changes in the share capital of our Company since December 31, 2024 is set out below: (3) Non-current borrowing is considered as borrowing other than current borrowing, as defined above and also includes the current maturities of long-term borrowing. (4) Current borrowing is considered as borrowing due within 12 months from the balance sheet date (5) Total borrowing excludes interest accrued and due on borrowings. (6) Other equity includes Securities Premium and Retained earnings. (7) Balance of Non-controlling interest has been considered in Total Equity.

OPERATIONS You should read the following discussion in conjunction with the Restated Financial Information. The Restated Financial Information has been prepared by our management as required under the SEBI ICDR Regulations read with the ICAI Guidance Note. For more information, see “Risk Factors – Significant differences exist between Ind AS and other accounting principles, such as Indian GAAP, IFRS and U.S. GAAP, which may be material to investors’ assessment of our financial condition” on page 60. Our Financial Year commences on April 1 and ends on March 31 of the following year, so all references to a particular Financial Year or a Fiscal are to the twelve months ended March 31 of that year. This Draft Red Herring Prospectus also contains forward-looking statements that involve risks, assumptions, estimates and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including but not limited to the considerations described below. For details, see “Forward-Looking Statements” beginning on page 28. Unless otherwise indicated or the context otherwise requires, the standalone financial information as at and for the financial years ended March 31, 2022 and 2023, and consolidated financial information as at and for the nine-month period ended December 31, 2024 and financial year ended March 31, 2024, (“Restated Financial Information”) included herein is derived from the Restated Financial Information included in this Draft Red Herring Prospectus. Certain non-GAAP financial measures and certain other statistical information relating to our operations and financial performance have been included in this section and elsewhere in this Draft Red Herring Prospectus. Such non-GAAP financial measures should be read together with the nearest GAAP measure. See “Risk Factors – We have in this Draft Red Herring Prospectus included certain non-GAAP financial and operational measures and certain other industry measures related to our operations and financial performance that may vary from any standard methodology that is applicable across the real estate industry. We rely on certain assumptions and estimates to calculate such measures, therefore such measures may not be comparable with financial, operational or industry-related statistical information of similar nomenclature computed and presented by other similar companies.” on page 55. The industry-related information contained in this section is derived from the industry report titled “Real Estate Industry Report for Pranav Constructions Limited” issued on February 28, 2025, prepared by Cushman & Wakefield (the “C&W Report”). We have exclusively commissioned and paid for the C&W Report for the purposes of confirming our understanding of the industry exclusively in connection with the Offer. We officially engaged Cushman & Wakefield in connection with the preparation of the C&W Report pursuant to an engagement letter dated January 16, 2025. The C&W Report will form part of the material documents for inspection and is available on the website of our Company at www.pranavconstructions.com/investor-corner. Unless otherwise indicated, the industry-related information contained in this section is derived from the C&W Report (extracts of which have been appropriately incorporated as part of “Industry Overview” beginning on page 138). For further details and risks in relation to the C&W Report, see “Risk Factors – Industry information included in this Draft Red Herring Prospectus has been derived from an industry report prepared by Cushman and Wakefield exclusively commissioned and paid for by us for such purpose.” on page 51. Overview We are the leading real estate company, based on the supply of units and number of completed and under construction MCGM - Redevelopment44 44 “MCGM - Redevelopment” includes redevelopment projects under DCPR 2034 rule 33(7), 33(7)(A) and 33(7)(B) projects in the Western Suburbs45 45 “Western Suburbs” means the micro markets of Vile Parle, Santacruz, Juhu, Andheri, Jogeshwari, Goregaon, Malad, Kandivali, Borivali and Dahisar in the western suburban areas of the MCGM Region., with a total of 1,503 units and 27 MCGM - Redevelopment projects (completed and under construction) whereas other developers have 2 to 7 MCGM - Redevelopment projects, each launched between CY 17 –CY 24 (Source: C&W Report). We are amongst the top redevelopment companies based out of Mumbai predominantly undertaking redevelopment projects in the Western Suburbs focusing on Economical46 46 “Economical” refers to apartments up to ₹ 15 million., Mid and Mass47 47 “Mid and Mass” refers to apartments between ₹ 15 million to ₹ 30 million., and Aspirational48 48 “Aspirational” refers to apartments between ₹ 30 million to ₹ 70 million. homes (Source: C&W Report). We ranked 1st in the MCGM Region for having the highest combined supply in MCGM Redevelopment projects launched between CY 21 and CY 24. We ranked 4th in the MCGM region for having the highest supply in MCGM Redevelopment projects launched between CY 17 and CY 24 (Source: C&W Report). As of December 31, 2024, our portfolio included 58

debt obligations with floating interest rates. The management is responsible for the monitoring of our Company’s interest rate position. Various variables are considered by the management in structuring our Company’s borrowings to achieve a reasonable, competitive cost of funding. Credit Risk Credit risk is the risk of financial loss to our Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from our Company’s receivables from customer. Investments Our Company limits its exposure to credit risk by generally investing in liquid securities and only with counterparties that have a good credit rating. The credit worthiness of the counterparties of the investments made are evaluated by the management on an ongoing basis and does not expect any significant losses from non-performance by these counterparties. Trade and other receivables Our Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, credit risk with regards to trade receivable is almost negligible in case of its residential sale. The same is due to the fact that in case of its residential sell business it does not handover possession till entire outstanding is received. Other financial assets Our Company does a proper financial and credibility check on the landlords before taking any property on lease and hasn’t had a single instance of non-refund of security deposit on vacating the leased property. Our Company also in some cases ensure that the notice period rentals are adjusted against the other financial assets and only differential, if any, is paid out thereby further mitigating the non-realization risk. Our Company does not foresee any credit risks on deposits with regulatory authorities. Cash and cash equivalents Our Company limits its exposure to credit risk of cash held with banks by dealing with highly rated banks and institutions and retaining sufficient balances in bank accounts required to meet a month’s operational costs. The Management reviews the bank accounts on regular basis and fund drawdowns are planned to ensure that there is minimal surplus cash in bank accounts. Liquidity Risk Liquidity risk is the risk that our Company will not be able to meet its financial obligations as they become due. Our Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due. Our Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of surplus funds, bank overdrafts, bank loans and inter-corporate loans. For further information, see “Restated Financial Information – Note 42” on page 327. Capital Expenditures Our historical capital expenditures were, and we expect our future capital expenditures to be, primarily for furniture and fixtures, office equipment, computers and vehicles. For the nine-month period ended December 31, 2024 and Fiscals 2024, 2023 and 2022, our capital expenditures (comprising of leasehold improvements, purchase of plant and machinery, furniture and fixtures, office equipment, computers and vehicles) amounted to ₹26.38 million, ₹9.37 million, ₹25.91 million and ₹5.91 million, respectively as per our Restated Financial Information. Change in accounting policies Other than as disclosed in the Restated Financial Information, there have been no changes in accounting policies in the nine- month period ended December 31, 2024 and Fiscals 2024, 2023 and 2022. Segment Reporting Our business activity primarily falls within a single reportable segment, i.e., real estate development and we do not follow any segment reporting. Significant Economic Changes

Except as disclosed in this section, there are no outstanding (i) criminal proceedings (including matters which are at an FIR stage even if no cognizance has been taken by any court); (ii) actions taken by regulatory and/or statutory authorities; (iii) claims related to direct and indirect tax matters (disclosed in a consolidated manner); and (iv) other pending litigation/arbitration as determined to be material by our Board pursuant to the Materiality Policy as approved by our Board, in each case involving our Company, Subsidiaries, Promoters and Directors (“Relevant Parties”). Further, there are (i) no disciplinary actions including penalties imposed by the SEBI or the Stock Exchanges against our Promoters in the last five Financial Years including any outstanding action; or (ii) no outstanding litigation involving our Group Companies which may have a material impact on our Company. For the purpose of material civil litigation/arbitration proceedings in (iv) above, our Board has considered and adopted the Materiality Policy with regard to outstanding litigation to be disclosed by our Company involving the Relevant Parties, in this Draft Red Herring Prospectus pursuant to the Board resolution dated February 28, 2025. In terms of the Materiality Policy, all outstanding civil litigation/ arbitration proceedings involving the Relevant Parties, other than (I) all outstanding criminal proceedings (including matters which are at an FIR stage even if no cognizance has been taken by any court); (II) all actions (including all penalties and show cause notices) by statutory and/ or regulatory authorities; and (III) all outstanding taxation proceedings, would be considered ‘material’ if (i) the aggregate monetary amount involved in such a proceeding exceeds, the lower of (a) 2% of the turnover of the Company as per the Restated Financial Information for the preceding financial year year amounting to ₹ 89.5 million; or (b) 2% of the net worth of the Company as per the Restated Financial Information as at the end of the preceding financial year amountin to ₹ 17.67 million; or (c) 5% of the average of the absolute value of the profit/loss after tax amounting to ₹ 10.60 million as per the Restated Financial Information of the preceding three financial years disclosed in the relevant Offer Documents (“Threshold”); or (ii) all the outstanding litigation involving the Company and its Subsidiaries which relate to the land parcels on which there are Under-construction Redevelopment and Upcoming Redevelopment projects of the Company and its Subsidiaries, respectively where the dispute is with respect to the title of the land parcel or development interest; (iii) the monetary liability is not quantifiable and does not fulfil the Threshold, but the outcome of any such pending proceedings may have a material adverse effect on the financial position, business, operations, prospects, or reputation of our Company, as determined by the Board of our Company; or (iv) the decision in such a proceeding is likely to affect the decision in similar proceedings, such that the cumulative amount involved in such proceedings exceeds the Threshold, even though the amount involved in an individual proceeding does not exceed the Threshold. It is clarified that for the purposes of the above, pre-litigation notices from third parties (other than show cause notices issued by statutory/ regulatory/ tax authorities or notices threatening criminal action) received or sent by any of the Relevant Parties shall not be evaluated for materiality until such time that the Relevant Parties, as the case may be, are impleaded as a party in proceedings before any judicial/ arbitral forum. Except as stated in this section, there are no outstanding material dues to creditors of our Company. For this purpose, our Board has pursuant to a resolution dated February 28, 2025 considered and adopted the Materiality Policy for the purpose of disclosure of material creditors in this Draft Red Herring Prospectus. In terms of the Materiality Policy, outstanding dues to any creditor of our Company having monetary value which exceeds ₹ 78.45 million, being 5.00 % of our trade payables on a consolidated basis as at December 31, 2024 (which is the date of the latest Restated Financial Information of our Company disclosed in this Draft Red Herring Prospectus), have been considered ‘material’. For outstanding dues to any party which is a MSME, the disclosure is based on information available with our Company regarding status of such MSME as defined under Section 2 of the Micro, Small and Medium Enterprises Development Act, 2006, as amended and read with the rules and notifications thereunder, as has been relied upon by the Statutory Auditors in preparing their audit report. All terms defined in a particular litigation disclosure pertain to that litigation only. Unless stated otherwise, the information provided below is as on the date of the Draft Red Herring Prospectus. Litigation involving our Company Outstanding litigation against our Company Criminal proceedings As on the date of this Draft Red Herring Prospectus, there are no outstanding criminal proceedings instituted against our Company.

Material civil proceedings As on the date of this Draft Red Herring Prospectus, there are no material civil proceedings instituted against our Directors. Outstanding litigations by our Directors Criminal proceedings As on the date of this Draft Red Herring Prospectus, there are no outstanding criminal proceedings instituted by our Directors. Material civil proceedings As on the date of this Draft Red Herring Prospectus, there are no material civil proceedings instituted by our Directors. Tax Proceedings Except as disclosed below, there are no outstanding litigations involving claims related to direct and indirect taxes involving our Company, Subsidiaries, Directors and Promoters: * To the extent quantifiable. Outstanding dues to Creditors As of December 31, 2024, the total number of creditors of our Company was 267, and the total outstanding dues to these creditors by our Company was ₹ 1,569.07 million. As per the Materiality Policy for the purpose of disclosure of material creditors in this Draft Red Herring Prospectus, creditors of our Company to whom an amount having a monetary value which exceeds 5.00 % of our consolidated trade payables as on the date of the latest Restated Financial Information (i.e., as at December 31, 2024), has been considered ‘material’ i.e., creditors of our Company to whom our Company owes an amount exceeding ₹ 78.45 million. Based on the above, details of outstanding dues owed to MSMEs, material and other creditors as of December 31, 2024, is set out below: * As defined under the Micro, Small and Medium Enterprises Development Act, 2006, as amended The details pertaining to the outstanding dues (including overdues) towards our material creditors as of December 31, 2024, along with the name and amount involved for each such material creditor, are available on the website of our Company at www.pranavconstructions.com/investor-corner. It is clarified that such details available on our website do not form a part of this Draft Red Herring Prospectus. Material developments since the date of the last balance sheet Other than as stated in “Management’s Discussion and Analysis of Financial Position and Results Of Operations” on page 351, there have not arisen, since the date of the Restated Financial Information disclosed in this Draft Red Herring Prospectus, any circumstances which may materially and adversely affect, or are likely to affect, within the next 12 months, our operations, our profitability taken as a whole or the value of our assets or our ability to pay our liabilities.

Except as disclosed herein and in ‘Risk Factor – We are required to obtain certain approvals or permits and fulfil certain conditions precedent in respect of some of the approvals or permits. Any failure to obtain the necessary approvals in time or at all may results in material delays which could impact our growth strategy and results of operation’ on page 43, we have obtained all material consents, licenses, registrations, permissions, and approvals from various governmental, statutory and regulatory authorities, which are necessary for undertaking our Company’s current business activities and operations. Except as disclosed below, no further material approvals are required for carrying on the present business operations of our Company. In the event any of the approvals and licenses that are required for our business activities and operations expire in the ordinary course, we make applications for their renewal from time to time. Unless otherwise stated, these approvals are valid as on the date of this Draft Red Herring Prospectus. For details in connection with the regulatory and legal framework within which our Company operates, see “Key Regulations and Policies in India” on page 228. For Offer related approvals, see “Other Regulatory and Statutory Disclosures” on page 387 and for incorporation details of our Company, see “History and Certain Corporate Matters” on page 236. - I. Approvals in relation to the Offer For details regarding the approvals and authorizations obtained by our Company in relation to the Offer, see “Other Regulatory and Statutory Disclosures – Authority for the Offer” on page 387. - II. Incorporation details - 1. Certificate of incorporation dated July 31, 2003, issued by the Registrar of Companies, Maharashtra at Mumbai in the name of Pranav Constructions Private Limited. - 2. Fresh certificate of incorporation dated July 29, 2024, issued by the Registrar of Companies, Central Processing Centre upon conversion of our Company from a private limited to a public limited company. - 3. The Corporate Identity Number of our Company is U70101MH2003PLC141547 - III. Tax related approvals - 1. The permanent account number of our Company is AAECP0580F. - 2. The tax deduction account number of our Company is MUMP24639G. - 3. The goods and services tax registration number of our Company is 27AAECP0580F1ZK. - 4. Certificate of registration bearing reference number 27495275460P issued by the Deputy Secretary of Maharashtra under Section 5(1) of the Maharashtra State Tax on Professions, Trades, Callings and Employment Act, 1975. - IV. Other material approvals held by our Company - 1. Certificate of registration bearing reference number 820300886/ PS Ward/ COMMERCIAL II issued by the Chief Facilitator of Shops and Establishments under the Maharashtra Shops and Establishments (Regulation of Employment and Conditions of Service) Act, 2017. - 2. Provident Fund code number intimation letter bearing reference number KDMAL1946414000 in terms of Employees Provident Fund under the Employees Provident Funds and Miscellaneous Provisions Act, 1952. - 3. Certificate of registration bearing reference number 35000502440001099 issued by the Employees State Insurance Corporation under the Employees’ State Insurance Act, 1948. - 4. Establishment code bearing reference number MUMUMP001677 issued by the Welfare Commissioner, Maharashtra Labour Welfare Board under the Maharashtra Labour Welfare Fund Act, 1953. - 5. Certificates of registration under the Contract Labour (Regulation and Abolition) Act, 1970 issued by the Office of the Registering Officer, for engaging contract labour. - 6. Certificates of registration under the Building and Other Construction Workers (Regulation of Employment and Conditions of Services) Act, 1996 read with the Maharashtra Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Rules, 2007.

- - - - - - - - 1. - - - 2. - - - - 3. Except as stated below, there have been no specified securities that were acquired in the last three years preceding the date of this Draft Red Herring Prospectus, by the Promoters, members of our Promoter Group in the Company: As on the date of this Draft Red Herring Prospectus our Company do not have any Shareholders entitled with the right to nominate directors or other rights in the Company. Average cost of acquisition for our Promoters and Selling Shareholders The average cost of acquisition per Equity Share for shares held by our Promoters as at the date of this Draft Red Herring Prospectus is: As certified by Agrawal Jain & Gupta, Chartered Accountants, Independent Chartered Accountants by way of their certificate dated February 28, 2025. ^ Also, Promoter Selling Shareholder The average cost of acquisition per Equity Share for shares held by the Selling Shareholders as at the date of this Draft Red Herring Prospectus is: *As certified by Agrawal Jain & Gupta, Chartered Accountants, Independent Chartered Accountants by way of their certificate dated February 28, 2025. Weighted average price at which the Equity Shares were acquired by our Promoters and Selling Shareholders in the one year preceding the date of this Draft Red Herring Prospectus The weighted average price at which the Equity Shares have been acquired by our Promoters in the one year preceding the date of this Draft Red Herring Prospectus is provided below:

*As certified by Agrawal Jain & Gupta, Chartered Accountants, Independent Chartered Accountants by way of their certificate dated February 28, 2025. ^Also, Promoter Selling Shareholder The weighted average price at which the Equity Shares have been acquired by the Selling Shareholders in the one year preceding the date of this Draft Red Herring Prospectus is provided below: *As certified by Agrawal Jain & Gupta, Chartered Accountants, Independent Chartered Accountants by way of their certificate dated February 28, 2025. Weighted average cost of acquisition of Equity Shares transacted in one year, 18 months and three years preceding the date of this Draft Red Herring Prospectus: *As certified by Agrawal Jain & Gupta, Chartered Accountants, Independent Chartered Accountants by way of their certificate dated February 28, 2025. ^To be updated in the Prospectus following finalisation of Cap Price, as per the finalised Price Band. There are no Shareholders with right to nominate directors or other special rights. Details of pre-IPO Placement Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement for an amount aggregating up to ₹784.00 million, at its discretion, prior to the filing of the Red Herring Prospectus. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately, intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus. Issue of Equity Shares for consideration other than cash in the last one year Except as disclosed below, our Company has not issued any Equity Shares for consideration other than cash in the one year preceding the date of this Draft Red Herring Prospectus:

liquidity, profitability or cash flows defined by Ind AS. Such supplemental financial and operational information should not be considered in isolation or as a substitute for an analysis of our financial information prepared in accordance with Ind AS and presented in the form of the Restated Financial Information disclosed elsewhere in this Draft Red Herring Prospectus. For further details see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 351 and “Risk Factors — We have in this Draft Red Herring Prospectus included certain non-GAAP financial and operational measures and certain other industry measures related to our operations and financial performance that may vary from any standard methodology that is applicable across the real estate industry. We rely on certain assumptions and estimates to calculate such measures, therefore such measures may not be comparable with financial, operational or industry-related statistical information of similar nomenclature computed and presented by other similar companies.” on page 55. Currency and Units of Presentation All references to “Rupees” or “₹” or “INR” or “Rs.” are to Indian Rupee, the official currency of the Republic of India. Our Company has presented certain numerical information in this Draft Red Herring Prospectus in “million” units or in whole numbers where the numbers have been too small to represent in such units. One million represents 1,000,000, one billion represents 1,000,000,000 and one trillion represents 1,000,000,000,000. One lakh represents 100,000 and one crore represents 10,000,000. Figures sourced from third-party industry sources may be expressed in denominations other than millions or may be rounded off to other than two decimal points in the respective sources, and such figures have been expressed in this Draft Red Herring Prospectus in such denominations or rounded-off to such number of decimal points as provided in such respective sources. Any percentage amounts, as set forth in ‘Risk Factors’, ‘Our Business’ and ‘Management’s Discussion and Analysis of Financial Conditions and Results of Operations’ on pages 30, 199, and 351 and elsewhere in this Draft Red Herring Prospectus, unless otherwise indicated, have been calculated based on our Restated Financial Information. Industry and Market Data Unless stated otherwise, information pertaining to the industry in which our Company operates in and market data used in this Draft Red Herring Prospectus has been obtained or derived from the C&W Report and publicly available information as well as other industry publications and sources. C&W is an independent agency which has no relationship with our Company, our Subsidiaries, our Promoters, any of our Directors, Key Managerial Personnel, Senior Management or the Book Running Lead Managers. The C&W Report has been commissioned by and paid for by our Company pursuant to an engagement letter with C&W dated January 16, 2025, exclusively for the purposes of confirming our understanding of the industry in which our Company operates, in connection with the Offer. The C&W Report is available on the website of our Company at https://www.pranavconstructions.com/investor-corner from the date of the Draft Red Herring Prospectus until the Bid/ Offer Closing Date. C&W has, through its letter dated February 28, 2025, accorded its consent to use the C&W Report in this Draft Red Herring Prospectus. No investment decisions should be based on such information. Although we believe that the industry and market data used in this Draft Red Herring Prospectus is reliable, the data used in these sources may have been re-classified by us for the purposes of presentation. Data from these sources may also not be comparable. The extent to which the market and industry data used in this Draft Red Herring Prospectus is meaningful depends on the reader’s familiarity with and understanding of the methodologies used in compiling such data. There are no standard data gathering methodologies in the industry in which business of our Company is conducted, and methodologies and assumptions may vary widely among different industry sources. Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various factors, including those discussed in “Risk Factors – Industry information included in this Draft Red Herring Prospectus has been derived from an industry report prepared by Cushman and Wakefield exclusively commissioned and paid for by us for such purpose and any reliance on such information is subject to inherent risks.” on page 51. In accordance with the SEBI ICDR Regulations, “Basis for Offer Price” on page 125 includes information relating to our peer group companies. The data included herein includes excerpts from the C&W Report. There are no parts, data or information (which may be relevant for the proposed Offer), that have been left out or changed in any manner. Data from these sources may also not be comparable. Such industry and third-party related information have been derived from publicly available sources. Such industry sources and publications are also prepared based on information as at specific dates and may no longer be current or reflect current trends. Time All references to time in this Draft Red Herring Prospectus are to Indian Standard Time. Unless indicated otherwise, all references to a year in this Draft Red Herring Prospectus are to a calendar year.

We cannot assure investors that the expectations reflected in these forward-looking statements will prove to be correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements and not to regard such statements as a guarantee of future performance. Neither our Company, our Directors, our Promoters, Selling Shareholders, the BRLMs nor the Syndicate or any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with the SEBI ICDR Regulations, our Company will ensure that Bidders in India are informed of material developments pertaining to our Company from the date of the Red Herring Prospectus in relation to the statements and undertakings made by our Company and the Selling Shareholders, in respect of the Offered Shares in this Draft Red Herring Prospectus until the time of the grant of listing and trading permission by the Stock Exchanges for this Offer. In this regard, the Selling Shareholders shall ensure that our Company, the BRLMs and the investors are informed of material developments in relation to the statements and undertakings specifically confirmed or undertaken by the Selling Shareholders with respect to the Offered Shares in the Red Herring Prospectus until the time of the grant of listing and trading permission by the Stock Exchanges for this Offer.

- 14. There are certain outstanding litigation proceedings involving our Company and Directors, an adverse outcome which, may have an adverse impact on our reputation, business, financial condition, results of operations and cash flows. There are outstanding legal proceedings involving our Company and our Directors, which are pending at varying levels of adjudication at different forum. Such proceedings could divert management time and attention and consume financial resources in their defence or prosecution. The amounts claimed in these proceedings have been disclosed to the extent ascertainable and quantifiable and include amounts claimed jointly and severally from our Company and our Directors. The summary of outstanding matters set out below includes details of outstanding criminal proceedings, tax proceedings, statutory and regulatory actions and other material pending litigation involving our Company, Subsidiaries, Directors, Promoters and Group Companies.

* To the extent quantifiable. $Not quantifiable As on the date of this Draft Red Herring Prospectus, there is no outstanding litigation involving our Group Companies which may have a material impact on our Company. We cannot assure you that any of these matters will be settled in favour of our Company or our Directors, respectively, or that no additional liability will arise out of these proceedings. An adverse outcome in any of these proceedings may have an adverse effect on our business, financial position, prospects, results of operations, and our reputation. For further details, see “Outstanding Litigation and Material Developments” on page 380. - 15. We have incurred certain indebtedness and our lenders have imposed certain restrictive covenants on us under our financing arrangements. Our failure to comply with such covenants may adversely affect our reputation, business and financial condition. As of December 31, 2024, we had total financial indebtedness of ₹ 1,498.79 million. For further information, see “Financial Indebtedness” on page 337. Our financing agreements contain certain restrictive covenants and events of default that limit our ability to undertake certain types of transactions, which may adversely affect our business and financial condition. These financing agreements also require us to maintain certain financial ratios. Certain restrictive covenants under our financing agreements which require seeking a prior consent from the respective lenders of our Company including inter alia restrictions on: amending or modifying the constitutional documents of our Company; undertaking any merger, de-merger, consolidation, reorganisation, dissolution, scheme of arrangement or compromise with our Company’s creditors or Shareholders; declaring or paying any dividend for any year; effecting any change to our Company’s capital structure; changing the accounting method or policies; and paying, repaying or prepaying certain borrowings of our Company. Further, under the terms of certain of our financing agreements, a mortgage has been created, in favour of the lenders, over development rights, in respect of the Redevelopment Projects for which financing has been availed along with a charge on the receivables from the respective Redevelopment Projects. Such

of personnel with deep institutional knowledge, which could result in significant disruptions to our operations. We will be required to successfully integrate new personnel with our existing teams in order to achieve our operating objectives and changes in our senior management team may affect our results of operations till the time new personnel become familiar with our business. For further information in relation to the experience of our Promoters and key management personnel, see “Promoters and Promoter Group” and “Our Management” on pages 262 and 242, respectively. - 30. There have been certain instances of delays in payment of statutory dues by our Company in the past. Any delay in payment of statutory dues by our Company in future, may result in the imposition of penalties and in turn may have an adverse effect on our Company’s business, financial condition, results of operation and cash flows. Our Company is required to pay certain statutory dues including provident fund contributions and employee state insurance contributions under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 and the Employees’ State Insurance Act, 1948, respectively, and professional taxes. The table below sets forth the number of employees and details of the statutory dues paid by our Company in relation to its employees for the periods indicated below: Further, the table below sets out details of the delays in statutory dues payable by our Company in relation to its employees: Notes:

information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Cash Flows Based on Restated Financial Information” on page 375. - 38. It is difficult to compare our performance between periods, as our revenues and expenses may vary significantly between fiscal periods. Our revenue from operations may fluctuate significantly due to a variety of factors including size of our developments and general market conditions. Until March 31, 2018, the Guidance Note on “Accounting for Real Estate Transactions" (for entities to whom Ind AS was not applicable) issued by the ICAI in May 2016 was applicable. On March 28, 2018, the MCA notified Ind AS 115, Revenue from Contracts with Customers, applicable from April 1, 2018, i.e., Fiscal 2019. We apply principles under Ind AS 115 ‘Revenue from contract with customers’ to recognize revenue in the Restated Financial Information. In accordance with the above, we recognize revenue, over the period of time based on the condition mentioned in the para 35 (c) of Ind AS 115, as the asset created does not have an alternative use to us and as per the terms of the contract with the customer, we have an enforceable right to payment for performance completed till date. There were no auditor qualifications in the Restated Financial Information, which required adjustment in the Restated Financial Information Consequently, our income from Redevelopment may vary significantly between fiscal periods, depending on the size of our Redevelopment Projects, construction, and the stage of Redevelopment. Variation in timelines due to delays and estimates may also have an adverse effect on our ability to recognize revenue in a particular fiscal period. Our revenues from sale of constructed properties are also potentially subject to adjustments in subsequent fiscal periods based on finalisation of estimated costs of completion. In addition, our revenues and costs may vary significantly between fiscal periods due to a combination of various factors beyond our control, including registration of sales deeds in a particular period, as well as volatility in expenses. In addition, our results of operations, financial condition and cash flows reflected in our Restated Financial Information included in this Draft Red Herring Prospectus may not be comparable to those in future fiscals. - 39. We may provide guarantees to lenders on behalf of third parties, and any failure to repay such loans by third parties, may affect our business, results of operations and financial condition. In certain cases, we may provide guarantees to lenders for financing provided to our Promoters and Subsidiaries and any failure to repay such loans by our Promoters and Subsidiaries, may require us to repay the loans availed, which may affect our business, results of operations and financial condition. As of December 31, 2024, we provided guarantees to one of our Promoter, Pranav Kiran Ashar, amounting to ₹ 59.11 million for repayment of outstanding principal amount of indebtedness to third parties. For further details, see "Restated Financial Information" on page 268. Although the guarantees we provided in the past were not invoked, we cannot assure you that the guarantees provided by us will not be invoked in the future. - 40. Industry information included in this Draft Red Herring Prospectus has been derived from an industry report prepared by Cushman and Wakefield exclusively commissioned and paid for by us for such purpose and any reliance on such information is subject to inherent risks. We have used the report titled “Real Estate Industry Report for Pranav Constructions Limited” dated February 28, 2025 by Cushman and Wakefield appointed on January 16, 2025, for purposes of inclusion of such information in this Draft Red Herring Prospectus, and exclusively commissioned by our Company for purposes of inclusion of such information in the Offer documents at an agreed fees to be paid by our Company. Given the scope and extent of the C&W Report, disclosures are limited to certain excerpts and the C&W Report has not been reproduced in its entirety in this Draft Red Herring Prospectus. There are no parts, data or information (which may be relevant for the proposed Offer), that have been left out or changed in any manner. The report is a paid report and is subject to various limitations and based upon certain assumptions that are subjective in nature. In addition, statements from third parties that involve estimates are subject to change, and actual amounts may differ materially from those included in this Draft Red Herring Prospectus. Also see, “Certain Conventions, Presentation of Financial, Industry and Market Data – Industry and Market Data” on page 26. - 41. The objects of the Fresh Issue for which the funds are being raised have not been appraised by any bank or financial institutions. Any variation in the utilization of our Net Proceeds as disclosed in this Draft Red Herring Prospectus would be subject to certain compliance requirements, including prior Shareholders’ approval. We propose to utilize the Net Proceeds towards (i) funding costs towards obtaining government and statutory approvals and purchase of additional FSI and cost towards Compensation to members towards alternate accommodation, and hardship compensation, in relation to the development of certain of our Under-construction Redevelopment Projects, and certain of our Upcoming Redevelopment Projects; (ii) repayment and/ or pre-payment, in full or part, of certain borrowings availed by our Company; and (iii) funding acquisition of future redevelopment projects and general

corporate purposes, in the manner specified in “Objects of the Offer” on page 98. The proposed deployment of Net Proceeds has not been appraised by any bank or financial institution or other independent agency and is based on internal management estimates based on current market conditions and historic level of expenditures. We shall a monitoring agency to monitor the Net Proceeds. At this stage, we cannot determine with any certainty if we would require the Net Proceeds to meet any other expenditure or fund any exigencies arising out of competitive environment, business conditions, economic conditions or other factors beyond our control. In accordance with Sections 13(8) and 27 of the Companies Act, 2013, we cannot undertake any variation in the utilization of the Net Proceeds without obtaining the shareholders’ approval through a special resolution. In the event of any such circumstances that require us to undertake variation in the disclosed utilization of the Net Proceeds, we may not be able to obtain the shareholders’ approval in a timely manner, or at all. Any delay or inability in obtaining such shareholders’ approval may adversely affect our business or operations. Further, our Promoters would be required to provide an exit opportunity to Shareholders who do not agree with our proposal to change the objects of the Offer or vary the terms of such contracts, at a price and manner as prescribed by SEBI. Additionally, the requirement on Promoters to provide an exit opportunity to such dissenting shareholders may deter our Promoters from agreeing to the variation of the proposed utilization of the Net Proceeds, even if such variation is in the interest of our Company. Further, we cannot assure you that our Promoters or the controlling shareholders of our Company will have adequate resources at their disposal at all times to enable them to provide an exit opportunity at the price prescribed by SEBI. In light of these factors, we may not be able to undertake variation of objects of the Offer to use any unutilized proceeds of the Offer, if any, or vary the terms of any contract referred to in the Draft Red Herring Prospectus, even if such variation is in the interest of our Company. This may restrict our Company’s ability to respond to any change in our business or financial condition by re-deploying the unutilized portion of Net Proceeds, if any, or varying the terms of contract, which may adversely affect our business and results of operations. - 42. The average cost of acquisition of Equity Shares by our Promoters and the Selling Shareholders may be less than the Offer Price. Further, our Promoters and the Selling Shareholders have subscribed to, and purchased, Equity Shares, at a price which could be below the Offer Price. The average cost of acquisition of Equity Shares by our Promoters and the Selling Shareholders may be less than the Offer Price. The details of the average cost of acquisition of Equity Shares held by our Promoters and the Selling Shareholders are set out below: * As certified by Agrawal Jain & Gupta, Chartered Accountants, Independent Chartered Accountants by way of their certificate dated February 28, 2025. * As certified by Agrawal Jain & Gupta, Chartered Accountants, Independent Chartered Accountants by way of their certificate dated February 28, 2025. Our Promoters and the Selling Shareholders have subscribed to, and purchased, Equity Shares, at a price which could be below the Offer Price. For details, see "Capital Structure" on page 80. - 43. We have issued Equity Shares during the preceding 12 months at prices that may be lower than the Offer Price. We have, in the 12 months preceding the filing of this Draft Red Herring Prospectus, issued Equity Shares at prices that may be lower than the Offer Price. See “Capital Structure – Notes to Capital Structure - Issue of Shares at a price lower than the Offer Price in the last year” on page 86. The price at which our Company has issued the Equity Shares in the past is not indicative of the price at which they will be issued or traded. - 44. We have in the past entered into related party transactions and may continue to do so in the future, which may potentially involve conflicts of interest with the equity shareholders. We enter into various transactions with related parties in the ordinary course of business. These transactions principally include managerial remuneration, revenue from real estate development, amounts received towards sale of flats,

amounts repaid on cancellation of flats, professional fees, sitting fees, compensation, project expenses (consultancy charges), reimbursement of expenses, loan taken and loan repaid. Related parties with whom transactions have taken place during the period / year include our key management personnel, relatives of key management personnel, entities having significant influence, entities in which control exists, entities in which our Directors exercise control and entities in which person having significant influence exercises control. For the nine-month period ended December 31, 2024 and Fiscals 2024, 2023 and 2022, the aggregate amount of such related party transactions was ₹ 540.24 million, ₹ 2,390.26 million, ₹ 1,398.51 million and ₹ 615.29 million, respectively. The percentage of the aggregate value such related party transactions to our revenue from operations during the nine-month period ended December 31, 2024 and during Fiscals 2024, 2023 and 2022 was ₹ 12.55%, 53.42%, 39.37% and 28.12%, respectively. For further information relating to our related party transactions, see “Offer Document Summary – Summary of Related Party Transactions” and “Restated Financial Information – Note 40” on pages 19 and 321, respectively. All such transactions have been conducted on an arm’s length basis, in accordance with the Companies Act and other applicable regulations pertaining to the evaluation and approval of such transactions. All related party transactions that we may enter into post-listing, will be subject to an approval by our Audit Committee, Board, or Shareholders, as required under the Companies Act and the SEBI Listing Regulations. Such related party transactions in the future or any other future transactions may potentially involve conflicts of interest which may be detrimental to the interest of our Company and we cannot assure you that such transactions, individually or in the aggregate, will always be in the best interests of our minority shareholders and will not have an adverse effect on our business, financial condition, results of operations, cash flows and prospects. - 45. We may require additional equity or debt in the future in order to continue to grow our business, which may not beavailable on favorable terms or at all which may impact our financial condition, cash flows and results of operations. Our strategy to grow our business may require us to raise additional funds or refinance our existing debt for our long- term loans. There can be no assurance that such funds will be available on favorable terms or at all. Additional debt financing may increase our financing costs. Our financing agreements may contain terms and conditions that may restrict our ability to operate and manage our business, such as terms and conditions that require us to maintain certain pre-set debt service coverage ratios and leverage ratios and require us to use our assets, including our cash balances, as collateral for our indebtedness. If we decide to raise additional funds through the incurrence of debt, our interest and debt repayment obligations will increase, and could have a significant effect on our profitability and cash flows. Any issuance of equity to raise additional funds, on the other hand, would result in a dilution of the shareholding of existing shareholders. If we are unable to raise additional funds on favorable terms or at all as and when required, our business, financial condition, results of operations and prospects could be adversely affected. - 46. Under Indian law, foreign investors are subject to investment restrictions that limit our ability to attract foreigninvestors, which may adversely affect the trading price of the Equity Shares. Further, Restrictions on foreign direct investments (“FDI”) and external commercial borrowings in the real estate sector may hamper our ability to raise additional capital. Further, foreign investors are subject to certain restrictions on transfer of shares. While the Government has permitted FDI of up to 100.00% without prior regulatory approval in the development of townships and in the construction of residential or commercial premises, industrial parks, roads or bridges, hotels, resorts, hospitals, educational institutions, recreational facilities, city and regional level infrastructure, and townships, subject to compliance with prescribed conditions, it has issued a notification and imposed certain restrictions or conditionality on such investments pursuant to Press Notes, circulars and regulations (including FEMA Non-debt Instruments Rules) issued by the DPIIT or the RBI or the Ministry of Finance, Government of India, from time to time, as the case may be (collectively, the “FEMA Norms”). For details, see “Restrictions on Foreign Ownership of Indian Securities” on page 427. In accordance with the FEMA Non-debt Instruments Rules, participation by non-residents in the Issue is restricted to participation by (i) FPIs under Schedule II of the FEMA Non-debt Instruments Rules, in the Issue subject to limit of the individual holding of an FPI below 10.00% of the post-Offer paid-up capital of our Company and the aggregate limit for FPI investment currently not exceeding 100.00% (sectoral limit); and (ii) Eligible NRIs only on non- repatriation basis under Schedule IV of the FEMA Non-debt Instruments Rules. Further, other non-residents such as FVCIs and multilateral and bilateral development financial institutions are not permitted to participate in the Offer. As per the existing policy of the Government, OCBs cannot participate in this Offer. For more information on bids by FPIs and Eligible NRIs, see “Offer Procedure” on page 408.

- 61. Investors may not be able to enforce a judgment of a foreign court against us, our Directors, the Book Running Lead Managers or any of their directors and executive officers in India respectively, except by way of a law suit in India. Our Company is incorporated under the laws of India. Our Company’s assets are located in India and all of our Company’s Directors and Key Managerial Personnel are residents of India. As a result, it may not be possible for investors to effect service of process upon our Company or such persons in jurisdictions outside India, or to enforce against them judgments obtained in courts outside India. Moreover, it is unlikely that a court in India would award damages on the same basis as a foreign court if an action were brought in India or that an Indian court would enforce foreign judgments if it viewed the amount of damages as excessive or inconsistent with Indian public policy or if judgments are in breach or contrary to Indian law. Recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A of the Code of Civil Procedure, 1908 (“CPC”). India has reciprocal recognition and enforcement of judgments in civil and commercial matters with a limited number of jurisdictions, which includes, the United Kingdom, Singapore, United Arab Emirates and Hong Kong. A judgment from certain specified courts located in a jurisdiction with reciprocity must meet certain requirements of the CPC. The United States and India do not currently have a treaty providing for reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any federal or state court in a non-reciprocating territory, such as the United States, for civil liability, whether or not predicated solely upon the general laws, including securities laws of the non- reciprocating territory, including United States, would not be enforceable in India under the CPC as a decree of an Indian court. Section 13 of the Civil Code provides that foreign judgments shall be conclusive regarding any matter directly adjudicated upon between the same parties or parties litigating under the same title, except (i) where the judgment has not been pronounced by a court of competent jurisdiction, (ii) where the judgment has not been given on the merits of the case, (iii) where it appears on the face of the proceedings that the judgment is founded on an incorrect view of international law or refusal to recognise the law of India in cases to which such law is applicable, (iv) where the proceedings in which the judgment was obtained were opposed to natural justice, (v) where the judgment has been obtained by fraud or (vi) where the judgment sustains a claim founded on a breach of any law in force in India. Under the CPC, a court in India shall, on the production of any document purporting to be a certified copy of a foreign judgment, presume that the judgment was pronounced by a court of competent jurisdiction, unless the contrary appears on record. The CPC only permits the enforcement of monetary decrees, not being in the nature of any amounts payable in respect of taxes, other charges, fines or penalties. Judgments or decrees from jurisdictions which do not have reciprocal recognition with India cannot be enforced by proceedings in execution in India. Even if an investor obtained a judgment in such a jurisdiction against us, our officers or directors, it may be required to institute a new proceeding in India and obtain a decree from an Indian court. However, the party in whose favour such final judgment is rendered may bring a new suit in a competent court in India based on a final judgment that has been obtained in the United States or other such jurisdiction within three years of obtaining such final judgment. In addition, any person seeking to enforce a foreign judgment in India is required to obtain the prior approval of the RBI to repatriate any amount recovered. - 62. Under Indian law, foreign investors are subject to investment restrictions that limit our ability to attract foreign investors, which may adversely affect the trading price of the Equity Shares. We are subject to Indian exchange control regulations that regulate borrowing in foreign currencies, including those specified under FEMA and the rules thereunder. Under such foreign exchange regulations currently in force in India, transfer of shares between non-residents and residents are freely permitted (subject to compliance with sectoral norms and certain other restrictions), if they comply with the pricing guidelines and reporting requirements specified by the RBI. If the transfer of shares, which are sought to be transferred, is not in compliance with such pricing guidelines or reporting requirements or falls under any of the exceptions referred to above, then a prior regulatory approval of the RBI will be required. Additionally, shareholders who seek to convert Rupee proceeds from a sale of shares in India into foreign currency and repatriate that foreign currency from India require a no-objection or a tax clearance certificate from the Indian income tax authorities. Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the Foreign Exchange Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from April 22, 2020, any investment, subscription, purchase or sale of equity instruments by entities of a country which share a land border with India or where the beneficial owner of an investment into India is situated in or is a citizen of any such country, will require prior approval of the Government of India. Any such approval(s) would be subject to the discretion of the regulatory authorities. Restrictions on foreign investment activities and any impact on our ability to attract foreign investors may cause uncertainty and delays in our future investment plans and initiatives.

The following tables set forth summary financial information derived from the Restated Financial Information. The summary financial information presented below should be read in conjunction with “Restated Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 268 and 351, respectively. [The remainder of this page has been intentionally left blank]

Telephone: +91 22 4215 9000 E-mail: ipo.pcpl@centrum.co.in Investor Grievance E-mail: igmbd@centrum.co.in Website:www.centrum.co.in Contactperson:SoorajBhatia/TarunParmani SEBI Registration No.: INM000010445 PNB Investment Services Limited PNB Pragati Towers, 2nd Floor Plot No.C-9,G-Block BandraKurlaComplex,Bandra(E) Mumbai–400051 Telephone:+919768617903/+918692938109 E-mail:project.9realms@pnbisl.com InvestorGrievanceE-mail:complaints@pnbisl.com Website:www.pnbisl.com Contactperson:RahulTiwari/ShubhamVishwakarma SEBI Registration No.: INM000011617 Statement of inter-se allocation of responsibilities amongst the BRLMs The responsibilities and coordination by the BRLMs for various activities in the Offer are as follows:

Syndicate Members [●] Legal Counsel to the Company as to Indian Law Trilegal One World Centre 10th Floor, Tower 2A &2B Senapati Bapat Marg, Lower Parel (West), Mumbai 400 013 Telephone: +(91) 22 4079 1000 Registrar to the Offer KFin Technologies Limited Selenium Tower B, Plot No. 31 and 32, Financial District, Nanakramguda, Serilingampally Hyderabad-500 032, Telangana, India Telephone: +91 40 6716 2222/18003094001 E-mail: pcpl.ipo@kfintech.com Investor Grievance E-mail: einward.ris@kfintech.com Website: www.kfintech.com Contact person: M Murali Krishna SEBI Registration No: INR000000221 Bankers to the Offer Escrow Collection Bank [●] Public Offer Account Bank [●] Refund Bank [●] Sponsor Bank [●] Statutory Auditors to our Company M S K A & Associates 602, Floor 6, Raheja Titanium

** Subject to finalisation of Basis of Allotment. Our Promoters have given their consent to include such number of Equity Shares held by them as disclosed above, constituting 20% of the fully diluted post-Offer Equity Share capital of our Company as Promoters’ Contribution. Our Promoters have agreed not to dispose, sell, transfer, charge, pledge or otherwise encumber in any manner the Promoters’ Contribution from the date of this Draft Red Herring Prospectus, until the expiry of the lock-in period specified above, or for such other time as required under the SEBI ICDR Regulations, except as may be permitted, in accordance with the SEBI ICDR Regulations. Our Company undertakes that the Equity Shares that are being locked-in are not and will not be ineligible for computation of Promoters’ Contribution under Regulation 15 of the SEBI ICDR Regulations. For details of the build- up of the share capital held by our Promoters, see “– Build-up of Promoters’ shareholding in our Company” on page 86. In this connection, we confirm the following: - (i) The Equity Shares offered for Promoters’ Contribution shall not consist of Equity Shares acquired during the immediately three years preceding the date of this Draft Red Herring Prospectus (a) for consideration other than cash and revaluation of assets or capitalisation of intangible assets, or (b) as a result of bonus shares issued by utilization of revaluation reserves or unrealised profits or from bonus issue against Equity Shares which are otherwise in-eligible for computation of Promoters’ Contribution; - (ii) The Equity Shares offered for Promoters’ Contribution shall not consist of Equity Shares acquired during the immediately preceding year from the date of this Draft Red Herring Prospectus, at a price lower than the price at which the Equity Shares are being offered to the public in the Offer; - (iii) The Equity Shares offered for Promoters’ Contribution shall not consist of Equity Shares held by the Promoters that are subject to any pledge or any other form of encumbrance; and - (iv) Our Company has not been formed by the conversion of one or more partnership firms or a limited liability partnership firm.

- d) Details of share capital locked-in for six months or any other period as may be prescribed under applicable law In terms of Regulations 17 and 16(1)(b) of the SEBI ICDR Regulations, except for the Promoters’ Contribution and any Equity Shares held by our Promoters in excess of Promoter’s Contribution, which shall be locked in as above, the entire pre-Offer Equity Share capital of our Company, shall, unless otherwise permitted under the SEBI ICDR Regulations, be locked in for a period of six months from the date of Allotment. As on the date of this Draft Red Herring Prospectus, our Company does not have Shareholders that are venture capital funds or alternative investment funds of category I or category II or a foreign venture capital investor. Pursuant to Regulation 21(a) of the SEBI ICDR Regulations, the Equity Shares held by our Promoters, which are locked-in for a period of three years from the date of Allotment may be pledged as collateral security for loans granted by scheduled commercial banks, public financial institutions, systemically important non-banking finance companies or housing finance companies, provided that such loans have been granted by such bank or institution for the purpose of financing one or more of the objects of the Offer and pledge of the Equity Shares is a term of sanction of such loans. Pursuant to Regulation 21(b) of the SEBI ICDR Regulations, the Equity Shares held by our Promoters which are locked-in for a period of one year from the date of Allotment may be pledged as collateral security for loans granted by scheduled commercial banks, public financial institutions, systemically important non-banking finance companies or housing finance companies, provided that pledge of the Equity Shares is one of the terms of sanction of such loans. In terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our Promoters which are locked-in pursuant to Regulation 16 of the SEBI ICDR Regulations, may be transferred amongst our Promoters or any member of the Promoter Group or to any new promoter, subject to continuation of lock-in in the hands of the transferees for the remaining period and compliance with provisions of the SEBI Takeover Regulations, as applicable and such transferee shall not be eligible to transfer them till the lock-in period stipulated in SEBI ICDR Regulations has expired. The Equity Shares held by persons other than our Promoters and locked-in pursuant to Regulation 17 of the SEBI ICDR Regulations, may be transferred to any other person holding Equity Shares which are locked-in, subject to the continuation of the lock-in in the hands of the transferee for the remaining period and compliance with the provisions of the SEBI Takeover Regulations. - e) Recording of non-transferability of Equity Shares locked-in As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the details of the Equity Shares locked-in are recorded by the relevant Depositories. - f) Lock-in of Equity Shares Allotted to Anchor Investors 50% of the Equity Shares allotted to Anchor Investors under the Anchor Investor Portion shall be locked-in for a period 90 days from the date of Allotment and the remaining 50% shall be locked-in for a period of 30 days from the date of Allotment. - g) Sales or purchases of Equity Shares or other specified securities of our Company by our Promoters, members of our Promoter Group or our Directors and their relatives during the six months immediately preceding the date of this Draft Red Herring Prospectus Except as disclosed in “– Build-up of Promoters’ shareholding in our Company” on page 86, and as disclosed herein below, none of our Promoters, the members of the Promoter Group, our Directors or their relatives have purchased, acquired or sold any securities of our Company during the period of six months immediately preceding the date of filing of this Draft Red Herring Prospectus.

(1) Equity Shares allotted by the Company through Private Placement to Nine Realms Advisory LLP in which our Promoters i.e. Pranav Kiran Ashar and Ravi Ramalingam are the designated partners. (The remainder of the page has been intentionally left blank)

- 11. As on the date of this Draft Red Herring Prospectus, our Company has 70 equity Shareholders. - 12. Shareholding of our Directors, Key Managerial Personnel and members of Senior Management in our Company Except as stated below, none of our Directors or Key Managerial Personnel or members of Senior Management hold any Equity Shares. - 13. Details of shareholding of the major shareholders of our Company - (a) Set forth below are details of shareholders holding 1% or more of the paid-up share capital of our Company as on the date of this Draft Red Herring Prospectus: - (b) Set forth below are details of shareholders holding 1% or more of the paid-up share capital of our Company as of 10 days prior to the date of this Draft Red Herring Prospectus: - (c) Set forth below are details of shareholders holding 1% or more of the paid-up share capital of our Company as of one year prior to the date of this Draft Red Herring Prospectus: - (1) Held by Pranav Kiran Ashar and Ravi Ramalingam, as partners of Krish Investment. - (d) Set forth below are details of shareholders holding 1% or more of the paid-up share capital of our Company as of two years prior to the date of this Draft Red Herring Prospectus: