Patel Engineering Ltd Directors Report

To the Members of Patel Engineering Limited,

Your Directors hereby present the 76^th Boards Report on the business, operations and state of affairs of the Company together with the audited financial statements for the year ended March 31, 2025:

FINANCIAL PERFORMANCE Standalone and Consolidated

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Total Income	52,596.24	46,330.16	52,162.07	45,210.28
Revenue from operations	50,933.59	45,441.08	50,076.45	44,120.39
Total Operating Expenses	43,601.69	38,538.14	43,163.87	37,919.33
Operating EBITDA	7,331.90	6,902.94	6,912.58	6,201.06
Depreciation and amortization expense	997.86	976.14	992.50	971.30
Finance Cost	3,224.18	3,620.94	3,187.84	3,567.88
Exceptional Item	1,515.80	(856.18)	1,417.95	(1,034.28)
Profit / (Loss) before tax	3,256.71	4,051.12	3,399.91	3,786.05
Tax expenses	895.12	1,035.11	777.81	930.09
Share in profit / (loss) in associates (net)	116.93	6.09	-	-
Net Profit / (Loss) after tax from continuing operations	2,478.52	3,022.10	2,622.1	2,855.96
Net Profit / (Loss) after tax from Discontinuing operations	-	(119.73)	-	-
Other Comprehensive Income (Net)	0.66	(56.90)	(27.18)	25.84
Total comprehensive income for the year	2,479.18	2,845.47	2,594.92	2,881.80
Non controlling interest	57.44	204.47	-	-
Net Profit for owners	2,421.74	2,641.00	2,594.92	2,881.80
Earnings per equity shares Rs. (face value Rs. 1 each)
- Basic	2.88	3.64	3.12	3.69
- Diluted	2.88	3.54	3.09	3.59

Consolidated:

The Consolidated total income for FY 2025 stood at Rs. 52,596.24 million as against Rs.46,330.16 million for the previous year. The Net profit for the year ended March 31, 2025 was at Rs. 2,421.74 million as against Net profit of Rs. 2,641.00 million for the previous year.

Standalone:

On Standalone basis, the total income for FY 2025 stood at

Rs. 52,162.07 million as against Rs. 45,210.28 million for the previous year. The Net Profit for the year ended March 31, 2025 was at

Rs. 2,622.1 million as against Net profit of Rs. 2,881.80 million for the previous year.

Dividend

The Directors have not recommended payment of dividend for the financial year 2024-25, as the profits are expected to be reinvested in business for future growth.

Pursuant to Regulation 43A of the SEBI (Listing Obligations

& Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Dividend Distribution Policy is available on the website of the Company at the link: https://tinyurl.com/54cvkwz9

Share Capital

During the year under review, 7,07,58,889 equity shares of face value Rs. 1 each were allotted to Qualified Institutional Buyers at an issue price of Rs. 56.53 each, aggregating to Rs. 4,000 million.

Consequently, as at March 31, 2025, the total paid up share capital of the Company stood at Rs. 84,43,76,117 divided into 84,43,76,117 equity shares of Rs. 1 each.

Information on state of affairs of the Company

Information on the operational and financial performance, among others, is given in the Management Discussion and Analysis Report, forming part of the Annual Report and is in accordance with the Listing Regulations.

Borrowing

On standalone basis, the total borrowings stood at Rs. 14,905.96 million as on March 31, 2025 as against Rs. 17,321.61 million as on March 31, 2024.

Subsidiaries & Associates

As on March 31, 2025, the Company has 53 subsidiaries (including HRPL and EDPL).

Hera Realcon Private Limited ("HRPL") and Energy Design Private Limited ("EDPL"), the wholly owned subsidiaries of the Company, being non-operative, have made an application to Registrar, Centre for Processing Accelerated Corporate Exit (C-PACE) for striking off their respective names from Registrar of Companies. HRPL was struck off vide order of C-PACE dated May 8, 2025. Application filed for EDPL is under process for approval.

During FY 2025, the Company has incorporated Wholly Owned Subsidiary namely Pel Nirmana Private Limited ("PNPL") in Nepal for carrying on construction business in Nepal. The operations in PNPL are yet to commence.

Highlights of performance of key subsidiaries/Associates: Dirang Energy Private Limited (Dirang), is a Special Purpose Company for development of 144MW Gongri Hydroelectric Power Project in West Kameng District in Arunachal Pradesh. Due to delays in implementation of the project, in accordance with the terms of the Memorandum of Agreement and amendment thereof, the Company has started the Arbitration proceedings in the matter against the Government of Arunachal Pradesh. The Company is exploring the opportunity to review the project and in discussion with the Government of Arunachal Pradesh.

Patel KNR Infrastructures Ltd and Patel KNR Heavy Infrastructures Limited continue to hold the assets of Road Projects. The Company holds substantial stake in these road project companies. Both the NHAI annuity projects are under operation and the respective companies are receiving the annuity on semi-annual basis. The respective Companies are maintaining the assets as per the contract conditions.

PBSR Developers Private Limited, is developing the project consisting two residential towers (each tower having 20 floors) comprising of residential units of 2 BHK, 2.5 BHK and 3 BHK and one tower of serviced apartments (19 floors). The residential towers have 12 flats per floor and service apartment block have 11 units per floor. PBSR has applied for the Occupation Certificate (OC) for Smondo Gachibowli project to Greater Hyderabad Municipal Corporation (GHMC) and started handing over of the flats to buyers, by end of March 2024 the Company has already handed over about 75% apartments out of the total sold apartments. The Companys Mauritius subsidiary Les Salines Development Ltd ("LSDL") had lease Agreement for development of 24.6215 hectares of land for residential, commercial, leisure and shopping etc with Government of Mauritius (GOM) for a period of 99 years. In February 2015, suddenly GOM had terminated the lease without assigning any reason. After termination of the project, the Company had issued a notice of arbitration to GOM for expropriation of investment under bilateral treaty between India and Mauritius for promotion and protection of investment in both countries. The Arbitration process has been completed and the company has received the final award from Government of Mauritius and amounting to Rs. 2,179.12 million (net proceeds).

The salient features of the financial statement of each of the subsidiaries and the associates as required under the Companies Act, 2013 is provided in Annexure I of the Boards Report.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of the subsidiaries are available on the website of the Company at www.pateleng.com.

In terms of the Listing Regulations, the Company has formulated a policy for determining ‘material subsidiaries and the same has been disclosed on Companys website at the following link: https:// tinyurl.com/yc22y5x4

Particulars of Loans given, Investment made, Guarantees given and Securities provided

The members may note that the Company is engaged in providing infrastructural facilities and hence, as per Section 186(11) of Companies Act, 2013, nothing in Section 186 shall apply to the Company except sub-section (1) of Section 186. Accordingly, a separate disclosure has not been given in the financial statements as required under Section 186(4) with regard to particulars of loan given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security.

Related Party Transactions

All contracts/arrangement/transactions entered into by the Company during FY 25 with related parties were in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations.

All related party transactions entered into during FY 25 were on an arms length basis and in the ordinary course of business of the Company under the Act and not material under the Listing Regulations. None of the transactions required members prior approval under the Act or the Listing Regulations.

Details of transactions with related parties during FY 25 are provided in the notes to the financial statements. There were no transactions requiring disclosure under section 134(3) of the Companies Act, 2013. Hence, the prescribed Form AOC–2 does not form a part of this report.

In accordance with the provisions of the Listing Regulations, the Company has formulated the Related Party Transactions policy and the same is uploaded on Companys website at the link: https://tinyurl.com/2769n9v

Directors and Key Managerial Personnel

i. Independent Directors

The Board appointed Dr. Emandi Sankara Rao (DIN: 05184747) as an Independent Director for a period of 3 years effective from August 13, 2024 and the same was approved by members of the Company at Annual General Meeting ("AGM") dated September 13, 2024.

Mr. Kuppusubramanian Ramasubramanian (DIN: 01623890), ceased to be an Independent Director of the Company effective from the closure of business hours on September 19, 2024 on account of completion of his second and final term as an Independent Director. The Board expressed deep appreciation and gratitude to him for his extensive contribution and stewardship.

The necessary declarations with respect to independence have been received from all the Independent Directors of the Company and that the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. Further, Board confirms compliance with the Code of Conduct for Directors and senior management personnel as formulated by the Company. ii. Other Directors / Key Managerial Personnel

During the year under review, the following changes in the composition of Executive/Non-Executive Directors/KMPs took place: Mr. Tirth Nath Singh (DIN: 08760833) resigned as Whole Time Director of Company effective from May 3, 2024.

*Mr. Kishan Lal Daga (DIN: 00083103) was appointed as an Additional and Whole Time Director on the Board of Company for a period of 3 years effective from June 15, 2024. *Mr. Dimitrius D‘Mello was appointed as Additional and Whole Time Director on the Board of Company for a period of 3 years effective from August 13, 2024.

Due to sudden and untimely demise of Mr. Rupen Patel (DIN: 00029583), he ceased to be Promoter, Chairman & Managing Director effective from July 5, 2024. In response to this tragic loss, the following appointments were made for seamless functioning of the Company: a. *Ms. Janky Patel (DIN: 00032464) was appointed as an Additional/Non-Executive Director, designated as "Chairperson" on the Board of the Company effective from July 6, 2024. b. *Ms. Kavita Shirvaikar (DIN: 07737376), Whole Time Director & CFO of the Company was re-designated as Acting Managing Director of the Company effective from July 6, 2024 as an ad hoc arrangement. She was then re-designated as Managing Director effective from August 13, 2024 to March 31, 2027. c. Mr. Rahul Agarwal was appointed as Acting Chief Financial Officer of the Company effective from July 6, 2024 as an ad hoc arrangement. He was then appointed as Chief Financial Officer of the Company effective from November 13, 2024.

*These appointments were approved by members at the AGM of Company held on September 13, 2024.

The Board expresses their deep condolences at the untimely demise of late Mr. Rupen Patel. His visionary leadership and unwavering commitment have been the cornerstone of the Companys success and the Company remains committed honoring Mr. Rupen Patels legacy and ensuring the continued success of the Company he so passionately led.

Mr. Kishan Lal Daga (DIN: 00083103)- Whole Time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Some of the KMPs of the Company are also the Directors/ KMPs of the subsidiaries.

Number of Board Meetings

During the year ended March 31, 2025, the Board met 5 times. The meeting of the Board of Directors of the Company was held on May 18, 2024, July 6, 2024, August 13, 2024, November 13, 2024 and February 12, 2025.

Nomination and Remuneration Policy

The Company has formulated a Nomination and Remuneration Policy pursuant Section 178 of the Companies Act, 2013 and the Listing Regulations. The salient features of the Policy are enclosed as Annexure II to the Boards Report.

Evaluation of the performance of the Board

Based on Boards Evaluation Policy, the performance of the Board of Directors, its Committees, Chairman/Chairperson, Executive Directors, Non-Executive and Independent Directors were evaluated pursuant to the Provisions of Companies Act, 2013 and the Listing Regulations.

A separate meeting of independent Directors was held on February 12, 2025 during the year under review wherein, the Independent Directors evaluated the performance of the non-independent directors, the Board as a whole and the Chairperson of the Company.

Internal Financial Controls and Risk Management

The Company has in place adequate internal financial control with reference to financial statement. The Company ensures operational efficiency, protection and conservation of resources, accuracy in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process.

Pursuant to SEBI (Listing Obligation and Disclosure Requirements) (Second Amendment) Regulations, 2021, the Risk Management Committee was reconstituted to frame, implement and monitor the risk management policy for the Company. The Committee shall be responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions shall be systematically addressed through mitigating actions on a continuing basis.

Audit Committee

The Audit Committee presently comprises of:

Mr. Ashwin Parmar	Independent Director
	(Chairman of the Committee)
Dr. Sunanda Rajendran	Independent Director
Ms. Kavita Shirvaikar	Managing Director

Whistle Blower Policy

The Company has adopted a Whistle Blower Policy to comply with the principles of Business Responsibility and Sustainability Reporting (BRSR reporting) as amended by SEBI. The Policy provides a formal mechanism for director(s) /stakeholder(s) to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Ethics and Code of Conduct. The Policy is uploaded on the Companys website at the link https://tinyurl.com/4wp9nf9n This Policy provides for adequate safeguards against victimization of Director(s) /stakeholder(s) and provides opportunity to director(s)/ stakeholder(s) to access in good faith, to the ABMS (Anti Bribery Management System) Committee in case they observe Unethical and Improper Practices or any other wrongful conduct in the Company.

The vigil mechanism is overseen by the Audit Committee. There are no complaints / grievances received from any Directors/ stakeholders of the Company under this policy.

Corporate Social Responsibility

In accordance with the provisions of Section 135 of the Companies Act, 2013 (the Act), the Board of Directors of the Company has constituted the Corporate Social Responsibility Committee (CSR Committee) comprising of the following Directors as its members:

Mr. Ashwin Parmar	Independent Director (Chairman)
Ms. Kavita Shirvaikar	Managing Director
Ms. Janky Patel	Non-executive Director

The Companys CSR Policy as uploaded on the Companys website at the link: https://tinyurl.com/ptvdfbs3 Pursuant to Clause (o) of Sub-Section (3) of Section 134 of the Companies Act, 2013 and Rule 8 of Companies (Corporate Social Responsibility Rules, 2014), the CSR Report forms part of the Board Report as Annexure III. The Company has spent on CSR activities as detailed in the CSR Report.

Statutory Audit

M/s Vatsaraj & Co. (FRN: 111327W), the Statutory Auditors of the Company hold office until the conclusion of the 78^th AGM to be held in the year 2027. Pursuant to Section 141 of the Act, the Auditors have represented that they are not disqualified and continue to be eligible to act as the Auditor of the Company. The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Branch Audit

In accordance with the provisions of Section 139 and 143(8) of the Companies Act, 2013 M/s. N. H. Karnesh & Associates has been appointed as Branch Auditor for the Realty Division of the Company for a term of 5 years to hold office until the conclusion of the 77^th AGM to be held in the year 2026.

The Company has appointed M/s. P. Biswas& Associates, Chartered Accountants, as Branch Auditor of the Company for Arun 3 H.E. Project, Nepal for FY 2024-25.

Secretarial Audit

The Board of Directors appointed M/s. MMJB & Associates LLP, Company Secretaries to conduct Secretarial Audit of the Company for the financial year ended March 31, 2025. The Report of the Secretarial Auditor is provided as Annexure IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks or disclaimer.

Cost Audit

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s. Rahul Jain & Associates., a firm of Cost Accountants in Practice (Registration No. 101515) as the Cost Auditors of the Company to conduct cost audits under the Companies (Cost Records and Audit) Rules, 2014 for the year ending March 31, 2025. The Board on recommendations of the Audit Committee have approved the remuneration payable to the Cost Auditor subject to ratification of their remuneration by the Members at the forthcoming AGM. M/s Rahul Jain & Associates have, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment.

The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act.

Prevention of sexual harassment of Women at workplace

The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace. No cases were reported during the year under review. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/ Outgo

The particulars prescribed under Section 134 of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings / Outgo is provided as Annexure V to this Report.

Annual Return

Pursuant to Section 92 and 134 of the Act, the Annual Return as at March 31, 2025 in Form MGT-7, is available on the website of the Company at the link https://tinyurl.com/4dxz5auv

Disclosure under Section 197 of the Companies Act, 2013

In accordance with the provisions of Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of the employees are set out in the annexure to this Report. In terms of the provisions of Section 136 of the Act, the Report is being sent to the Members of the Company excluding the annexure. Any member interested in obtaining a copy of the annexure may write to the Company Secretary at the Registered Office of the Company.

Further, disclosures on managerial remuneration as required under Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure VI to this Report.

Corporate Governance

Pursuant to the Listing Regulations, the Report on Corporate Governance together with the certificate issued by M/s. Vatsaraj & Co., the Statutory Auditors of the Company, on compliance in this regard forms part of the Annual Report.

Employee Stock Option / General Benefits Scheme

The Company currently has two Schemes for its employees viz Patel Engineering Employee Stock Option Plan 2007 and Patel Engineering General Employee Benefits Scheme 2015.

The applicable disclosure under SEBI (share Based employee Benefits) Regulations, 2014 ("the ESOP Regulations") as at March 31, 2025 is uploaded on the Companys website at the link https:// tinyurl.com/yc54kpjn A Certificate from the Secretarial Auditors of the Company in terms of Regulation 13 of ESOP Regulations would be available at the ensuing AGM.

Other Disclosures

i) There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the Boards report. ii) No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future during the year under review.

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the said Act or the details of deposits which are not in compliance with the Chapter V of the said Act is not applicable. iii) The Company has complied with the Secretarial Standard issued by the Institute of Company Secretaries of India. iv) No fraud has been reported by the Auditors, to the Audit Committee and the Board. v) The Company has not initiated any proceeding under the Insolvency and Bankruptcy Code, 2016 (IBC). There were 3 proceedings pending before the NCLT Mumbai during the FY 2024-2025 which are pending for hearing and final disposal against our Company under IBC which do not materially impact the business of the Company.

Directors Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013, the Directors confirm that: i. in preparation of the annual accounts, the applicable accounting standards have been followed; ii. such accounting policies have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company and of the Profit and Loss of the Company for the year ended March 31, 2025; iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. the annual accounts have been prepared on a going concern basis; v. internal financial controls were followed by the Company and the same are adequate and were operating effectively; and vi. proper systems has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Business Responsibility and Sustainability Report - ("BRSR")

In terms of regulation 34(2)(f) of the Listing Regulations, 2015 read with SEBI circular no. SEBI/HO/CFD/CFD-SEC- 2/P/CIR/2023/122 dated 12 July 2023 (‘the SEBI circular), the Company has included a detailed BRSR for the FY 2024-25 in the updated format prescribed by the SEBI circular as part of this Annual Report. As a green initiative, the same has been hosted on Companys website and can be accessed at https://tinyurl.com/3reyucub.

Acknowledgements

The Board of Directors wish to place on record their appreciation for continued support and co-operation by Shareholders, Financial Institutions, Banks, Government Authorities and other Stakeholders. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.

	For and on behalf of the Board of Directors,
		Patel Engineering Limited
	Kavita Shirvaikar	Kishan Lal Daga
May 13, 2025	Managing Director	Whole Time Director
Mumbai	DIN: 07737376	DIN: 00083103