Pratham EPC Projects Ltd Directors Report

Dear Members/ Shareholders,

Your Directors are pleasured to present the 11TH ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 24-25 ended 31st March, 2025.

1.Financial Results:

( In Lakhs)

	Standalone		Consolidated
Parculars	FY 25	FY 24	FY 25	FY 24
Operang Pro t (Before
Interest & Depreciaon)	2105.3	1657.40	2129.20	1657.45
Less: Finance Cost	116.11	189.82	116.21	189.82
Pro t before Depreciaon	1989.19	1467.58	2012.99	1467.63
Less: Depreciaon and amorzaon expenses	151.69	116.89	157.08	123.07
Pro t before Tax	1837.5	1350.69	1855.91	1344.56
Less: Current Tax	480.00	352.00	480.00	351.70
Less/(Add): Deferred Tax Liability/(Asset)	4.17	2.36	5.25	4.15
Less/ (Add): Short provision of earlier years	00	(8.40)	00	(8.40)
Pro t a er Tax	1353.33	1004.72	1370.66	997.10

2.Dividend:

With a view to conserve the resources, the Board of Directors has not recommended any dividend on the Equity Shares for the year under review.

3.Operaons: Standalone

For the financial year ended March 31, 2025, the Company has recorded an exceponal leap in revenue, reaching an impressive 11,777.78 lakhs, re ecng a staggering 71.10% growth over the previous financial year. Th is significant upswing is a clear indicator of the Companys strong market posioning, strategic foresight, and its acceler ang growth trajectory across key operaonal vercals. The Companys Earnings Before Interest, Tax, Depreciaon and Amorzaon (EBITDA) witnessed a robust expansion, rising from 1,657.40 lakhs in FY 2023-24 to 2,105.30 lakhs in FY 2024-25, registering a noteworthy increase of 27.02%. This sustained growth in EBITDA showcases the resilience of our business model, underpinned by prudent cost opmizaon, enhanced operaonal e ciencies, and focused execuon.

Furthermore, Earnings Per Share (EPS) demonstrated posive momentum, improving from 7.61 to 7.62, underscoring our consistent efforts to enhance shareholder value and rea rming the Companys commitment to delivering stable and long-term returns.

The overall financial performance in FY 2024-25 not only underscores the Companys upward trajectory, but also sets a strong foundaon for connued success in the years to come.

Consolidated

For the financial year ended March 31, 2025, the Company delivered a spectacular performance, catapulng its consolidated revenue to an impressive 11,889.70 lakh, marking an exceponal surge of approximately 71% over the previous scal year. Our consolidated Earnings Before Interest, Tax, Depreciaon, and Amorzaon (EBITDA) also witnessed a significant leap, ascending from 1,657.45 lakh in FY 2023-24 to 2,129.20 lakh in FY 2024-25 a remarkable growth of 28.46%.

Moreover, our commitment to shareholder value creaon was further underscored by the increase in con solidated Earnings Per Share (EPS), which rose from 7.56 to 7.72 reinforcing the con dence our stakeholders have in the Companys long-term strategy and sustainable growth path.

Reserves:

Your Company does not propose to transfer any amount to general reserve.

4. Share Capital Of The Company: 4.1 Authorised Capital

The authorised share capital of the Company remains unchanged at 20,00,00,000 (Rupees Twenty Crores only) during the financial year under review. There has been no alteraon or increase in the authorised cap ital during the year.

4.2 Increase in Paid-Up Capital of the Company

During the year, the Company iniated the process of raising capital through a preferenal allotment of 4,52,489 equity shares at a price of 221 per share (including a premium). The Company obtained in-principle approval from the Naonal Stock Exchange (NSE) on 28th March 2025 for the said preferenal issue.

The allotment and all post-issue formalies are completed in the subsequent financial year. The Compa ny has made all necessary disclosures and complied with applicable regulatory requirements under SEBI (Issue of Capital and Disclosure Requirements) Regulaons, 2018 and other relevant provisions.

5. Ulisaon of IPO Proceeds:

The Company raised funds of 3600 Lakhs through Inial Public O ering ("IPO"). The gross proceeds of IPO have been ulized in the manner as proposed in the Prospectus, the details of which are as under:

(Rs. in Crores)

Sr. No.	Original Object	Original Allocaon	Funds ulized upto 31 March, 2025
1.	Working Capital	15.15	15.15
2.	Purchase of Machinery/ Equipment	8.84	6.61
3.	Issue Expense	3.19	3.19
4.	General Corporate Purpose	8.82	8.82
	Total	36.00	33.77

6. Directors & Key Managerial Personnel:

The Company has following KMP and board of directors as at 31/03/2025:

Sr. No.	Name	Designaon	Date of Appointment
1.	Nayankumar Manubhai Pansuriya	Whole-me director	27/10/2014
2.	Prakkumar Maganlal Vekariya	Managing Director	27/10/2014
3.	AbhayaPada Sarangi	Independent Director	28/04/2023
4.	Mehul Nanjibhai Thummar	Non-Execuve Director	23/06/2023
5.	Palak Sharma	Company Secretary	12/12/2024
6.	Garima Rajput	Independent Director	06/06/2023
7.	Yogesh Vasantbhai Joglekar	CFO	06/06/2023

During the year, Miss Bhavasthi Rahul Mehta resigned from her officeof Company Secretary with effect from November 19, 2024. Subsequently, Miss Palak Sharma was appointed as the Compliance Officer and Company Secretary.

No director resigned during the year under review.

1.Rerement by Rotaon

In accordance with the provisions of Secon 152(6) of the Companies Act, 2013, Mr. Mehul Nanjibhai T hummar shall rere by rotaon at the ensuing Annual General Meeng of the Company and being eligible, offers himself for reappointment. The Board recommends his re-appointment.

2.Evaluaon of the Boards Performance:

During the financial year under report, exercise of evaluaon was carried out through a structured evaluaon process covering various aspects of the Boards funconing such as composion of the Board & Commiee(s), ex perience & competencies, performance of specific dues & obligaons, governance etc. Separate exercise was carri ed out to evaluate the performance of each individual Director including the Boards Chairman who were evaluated on parameters such as a endance, contribuon at the meengs and otherwise, independent judgments, safeguarding of minority shareholders interest etc. The evaluaon of the Independent Directors was carried out by the enre Board excludin g Independent Directors and that of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Directors were sas ed with the evaluaon results, which reflected the overall engagement of the Boar d and its Commiees with the Company. This may be considered as a statement under provisions of Secon 134(3)(p) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014. The Board of your Company is composed with proper number of Execuve and Non Execuve Directors.

3.Statement of Declaraon given by Independent Directors

The Company has received necessary declaraon of independence from all Independent Directors of the Company, under Secon 149(7) of the Act, that he/she meets the criteria of Independent Directors envisaged in Seco n 149(6) of the Act and rules made thereunder and SEBI (LODR) Regulaons, 2015 and is not disqualified from connuing as Inde pendent Directors. The Independent Directors have also con rmed that they have registered themselves with the Independent Directors Database maintained by the Indian Instute of Corporate A airs. Further Company has also received statements from all the Independent Directors that they have complied with Code of Conduct for Independent Directors prescribed in Schedule IV of the act and also statement on compliance of code of conduct for Directors and Senior Management Personnel formulated by Company.

4.Managerial Remuneraon:

The overall Managerial Remuneraon provided during the year is in compliance with Secon 197 read wi th Schedule V of the companies Act, 2013.

5.Number of Meengs of Board of Directors

The Board of Directors duly met 20 mes during the financial year under review on:

Sr. No.	Date	No. of directors entled to a_end the meeng	No. of Directors a_ended the meeng
1.	01/05/2024	5	5
2.	18/05/2024	5	2
3.	30/05/2024	5	5
4.	21/06/2024	5	2
5.	31/07/2024	5	2
6.	03/08/2024	5	2
7.	13/08/2024	5	2
8.	30/08/2024	5	5
9.	20/11/2024	5	5
10.	12/12/2024	5	5
11.	19/12/2024	5	2
12.	25/12/2024	5	2
13.	06/01/2025	5	2
14	12/02/2025	5	5
15.	18/02/2025	5	5
16.	25/02/2025	5	2
17.	04/03/2025	5	5
18.	07/03/2025	5	2
19.	11/03/2025	5	2
20.	26/03/2025	5	5

6.Directors Responsibility Statement:

Pursuant to the requirement of Secon 134(3)(c) read with secon 134(5) of the Companies Act, 2013, it is hereby con rmed: (i)that in the preparaon of the annual accounts, the applicable accounng standards had been follo wed along with proper explanaon relang to material departures; (ii)that the Directors had selected such accounng policies and applied them consistently and made judgments and esmates that are reasonable and prudent, so as to give a true and fair view of the state of a airs of the Company at 31st March, 2025 being end of the financial year 2024-2025 and of the profit of the Company for the year; (iii)that the Directors had taken proper and sufficient care for maintenance of adequate accounng records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for prevenng and detecng fraud and other irregularies;

(iv)that the Directors had prepared the annual accounts on a going concern basis.

(v) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operang e ecvely. In the view of the management, the inter nal financial controls are laid down in such a manner that it takes care of the expenses, xed assets, revenues. Such that overall nance of the company is being taken care of. In the view of the directors of the company, such internal financial controls are adequate.

(vi)the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operang e ecvely.

With respect to the loans advanced by the Directors to the Company, the Company has received necessary declaraons from Directors that the said loan is not given out of funds acquired by them by borrowing or accepng loans or deposits from others.

7.Internal Financial Control and Its Adequacy:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of assets, prevenon and detecon of frauds and er rors, accuracy and completeness of the accounng records and the mely preparaon of reliable financial disclosures.

8. Remuneraon Policy:

The Company follows a policy on remuneraon of Directors and Senior Management Employees. The policy has been approved by the Nominaon & Remuneraon Commiee and the Board. The policy on Remuneraon of Directo rs, Key Managerial Personnel and Senior Employees can be accessed on website of the Company.

Brief pro le of the Directors being appointed /re-appointed as required under Regulaons 36(3) of Lisng Regulaons, 2015 and Secretarial Standard on General Meengs are provided in the Noce for the forthcoming AGM of the Company.

9.Parculars Of Employees:

There is no Employee drawing remuneraon requiring disclosure under Rule 5(2) of Companies Appointme nt & Remuneraon of Managerial personnel) Rules, 2014.

The rao of the remuneraon of each director to the median of employees remuneraon as per Secon 1 97(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneraon of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-G

10.Management Discussion And Analysis Report

In terms of Regulaon 34, and Schedule V of SEBI (Lisng Obligaons and Disclosure Requirements) Reg ulaons, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate secon forming part of this Annual Report as Annexure D

11.Personnel and H. R. D.: INDUSTRIAL RELATIONS:

The industrial relaons connued to remain cordial and peaceful and your Company connued to give ev er increasing importance to training at all levels and other aspects of H. R. D.

The number of Employees of the Company is 408. The relaonship between average increase in remunera on and Companys performance is as per the appropriate performance benchmarks and reflects short and long term performance objecves appropriate to the working of the Company and its goals.

12.Related Party Transacon:

During the financial year 2024 25, the provisions of Regulaon 23 of the SEBI (LODR) Regulaons, 2015 , relang to material related party transacons, were not applicable to the Company pursuant to the exempon provision of Regulaon 15 of the SEBI (LODR) Regulaons, 2015.

For FY 2024 25, related party transacon details under Secon 188 of the Companies Act, 2013 are dis closed in Note 36 of the Financial Statements, and Form AOC-2 is a ached as Annexure-B to the Directors Report.

13.Details of Loans, Guarantees, Investment & Securies Provided:

During the year under review, the Company has extended a loan to Pratham Interna_onal Contrac_ng LLC-OPC

(wholly-owned subsidiary), and to Pipe flow Integrity India Private Limited (Subsidiary) in compliance with the provisions of Secon 186 of the Companies Act, 2013. The details of this loan are disclosed in Note No. 36 to the Financial Statements. Further, the Company has done its equity investment in Pratham Interna_onal Contrac_ng LLC-OPC, by the way of subscripon to MOA making it wholly owned subsidiary. The total amount invested stands at 11,89,360 . The details of this investment are available in Note No. 14 of the Financial Statements a ached to this Report.

It is pernent to note that the Company has not provided any guarantee or security under Secon 186 of the Companies Act, 2013 during the reporng financial year.

14.Conservaon Of Energy, Technology Absorpon And Foreign Exchange Earnings And Outgo:

The informaon required under Secon 134(3)(m) of the Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, are reported in Annexure A

15.Corporate Social Responsibility (CSR):

As per Secon 135(9) of the Companies Act, 2013 if the amount to be spent by a company under secon 135(5) of the Companies Act, 2013 does not exceed Rs. 50.00 lakh, then the requirement under 135(1) of the Companies Act, 2013 for constuon of the Corporate Social Responsibility Commiee is not be applicable and the funcons of such CSR Commiee as provided under secon 135 of the Companies Act, 2013 shall, be discharged by the Board of Directo rs the Company. Accordingly, the funcons as entrusted under secon 135(3) of the Companies Act, 2013 have been disc harged by the Board of directors of the company.

The Company was required to spend Rs. 19.58 Lakh towards CSR during the year 2024-2025. and that the company has spent the amounts of Rs 19.65 Lakh towards compliance with the CSR.

As per Rule 8(1) of Companies (Corporate Social Responsibility Policy) Rules, 2014 the Annual Report on Corporate Social Acvies has been a ached herewith as Annexure E.

16.Secretarial Auditor and Their Report:

Pursuant to the provisions of Secon 204 of the Act read with The Companies (Appointment and Remuner aon of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Viral A. Garachh, Praccing Compa ny Secretaries, Ahmedabad to conduct the Secretarial Audit of the Company for the financial year 2024-2025. The Secretarial Audit Report is annexed herewith as Annexure F to this Report.

17.Annual Return:

The Annual Return as required under Secon 92(3) of the Companies Act, 2013 and Rule 12 of the Compa nies (Management and Administraon) Rules, 2014 is available on the website of the Company and can be accessed at www.prathamepc.com

18.Audit Commi_ee:

The Board of Directors has constuted Audit Commi_ee consisng of the following:

1. Ms. Garima Rajput Chairman 2. Mr. Abhaya P. Sarangi Member 3. Mr. Prakkumar M. Vekariya Member

The Audit Commiee duly met 6 mes during the financial year under review on 20/05/2024, 25/07/2024, 12/09/2024, 11/12/2024, 15/02/2025 and 26/03/2025.

19.Vigil Mechanism:

The company has a whistle blower policy and has established the necessary Vigil Mechanism in con rmaon with secon 177(9) of the companies Act, 2013 for e ecve and smooth funconing of Company. All the Board Member s and Senior Management personnel have a rmed compliance with the policy of Vigil Mechanism.

20.Nominaon And Remuneraon Commi ee:

The Company has also set up a Remuneraon Commi ee of Directors, consisng of:

1. Ms. Garima Rajput Chairman 2. Mr. Abhaya P. Sarangi Member 3. Mr. Mehul N. Thummar Member

The Commiee iden es and ascertains the integrity, quali caon, experse and experience of the pers on for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment. The Commiee has discreon to decide whether quali caon, experse and experience possessed by a person are sufficient / sasfactory for the concerned posion. The Commiee xes remuneraon of the Directors on the basis of their performance and also pracce in the industry. The terms of reference of the Nominaon & Remuneraon Commiee include review and recommendaon to the B oard of Directors of the remuneraon paid to the Directors. The NRC Commiee duly met 1 me during the nanc ial year under review on 21/03/2025.

21.Stakeholders Relaonship Commi_ee:

The Board has constuted a Stakeholders Relaonship Commiee for the purpose of e ecve Redressal o f the complaints and concerns of the shareholders and other stakeholders of the Company.

The Commi_ee comprises the following Directors as members as on the date of the Report:

1. Mr. Abhaya P. Sarangi Chairman 2. Ms. Garima Rajput Member 3. Mr. Nayankumar M. Pansuriya Member

The Stakeholders Relaonship Commiee duly met 1 me during the financial year under review on 24/03 /2025.

The Company has not received any complaints during the year. There was no valid request for transfer of shares pending as on date.

Ms. Bhavasthi Mehta, Company Secretary and Ms Palak Sharma were the Compliance Officer for the above purpose.

22.Auditors:

M/s V C A N & Co. (FRN: 125172W), Chartered Accountants, Ahmedabad were appointed as a Statutory Auditor of the Company at the 9th Annual General Meeng unl conclusion of 14 Annual General Meeng of the members of th the Company The Auditors Report for the financial year ended on March 31, 2025 forms part of this Annual Report and the same does not contain any quali caon, reservaon or adverse remark. There have been no instances of fraud reporte d by the Auditors under Secon 143(12) of the Companies Act, 2013 The remarks of Auditor are self-explanatory and have been explained in Notes on Accounts.

23.Deposits:

The Company has not accepted any xed deposits from the public within the meaning of Secon 73 of th e Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

24.Subsidiaries/ Associates/ Jvs:

During the year under review, the Company has incorporated a wholly owned subsidiary named Pratham Internaonal Contracng LLC-OPC on 27th June 2024, in Abu Dhabi, UAE. All necessary statutory approvals, disclosures, and compliances have been duly completed. The newly incorporated subsidiary shares the same line of business as that of the Company and has been established with the objecve of expanding the Companys operaons across internaonal mark ets and enhancing its global footprint.

Further, the Company has disinvested its enre shareholding in its exisng subsidiary, Pipe flow Integ rity India Private Limited, as on 03rd March 2025. The disinvestment was undertaken a er obtaining a valuaon report, required approvals and all applicable disclosures and regulatory compliances have been duly adhered to in connecon with the sa id transacon. The informaon, pursuant to first proviso to Secon 129(3) and rule 5 of Companies (Accounts) Rules, 2014, relang to the financial statement of subsidiaries/ associate companies/ joint ventures forms part of this report and is given by way of form AOC-1 in Annexure-C.

The Company has prepared Consolidated Financial Statements of the Company and its associate and is included in the Annual Report. Apart from this, the Company has no other Subsidiaries/ Associates/ Jvs.

25.Risks Management Policy:

The Company has a risk management policy, which from me to me, is reviewed by the Audit Commiee o f Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunies that will impact the objecves set for the Company as a whole. The Policy is designed to provide the categorizaon of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protecon of environment, safety of operaons and health of people at work and monitored regularly w ith reference to statutory regulaons and guidelines defined by the Company.

26.Corporate Governance Report:

As per regulaon 15(2) of the Lisng Regulaon, the compliance with the Corporate Governance Provisi ons shall not apply in respect of the following class of the Companies:

Listed enty having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceedi ng Rs. 25 Crore, as on the last day of the previous financial year;

Listed enty which has listed its specified securies on the SME Exchange.

Since, during the period under the review (i.e. FY 2024-25), our company falls in the ambit of aforesaid exempon (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2024-2025.

27.Code Of Conduct:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have a rmed compliance with the code of conduct.

28.Signi cant And Material Orders Passed By The Regulators Or Courts Or Tribunals:

There has been no significant and material order passed by any regulators or courts or tribunals, impacng the going concern status of the Company and its future operaons.

29.Environment And Safety:

The Company is conscious of the importance of environmentally clean and safe operaons. The Company s policy requires conduct of operaons in such a manner, so as to ensure safety of all concerned, compliances of envir onmental regulaons and preservaon of natural resources.

30.Disclosures under Sexual Harassment of Women at workplace (Prevenon, Prohibion & Redressal) Act, 2013:

The Company has in place an An-Sexual Harassment Policy, in line with the requirements of the Sexua l Harassment of Women at Workplace (Prevenon, Prohibion and Redressal) Act, 2013. During the year under review, th e Company did not receive any complaint.

31.Instances of Fraud, if any reported by the Auditors:

There have been no instances of fraud reported by the Auditors under Secon 143(12) of the Companies Act, 2013.

32.Secretarial Standards:

The Company complies with the Secretarial Standards, issued by the Instute of Company Secretaries o f India, which are mandatorily applicable to the Company.

33.Details of Proceedings Under IBC & OTS, If Any:

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. Further, there was no instance of one me selement with any Bank or Financial Instuon.

34.Disclosure of Accounng Treatment:

In the preparaon of the financial statements, the Company has followed the Accounng Standards refer red to in Secon 133 of the Companies Act, 2013. The significant accounng policies which are consistently applied are set out in the Notes to the Financial Statements.

35.Disclosure of Maintenance of Cost Records:

Maintenance of cost records as specified by the Central Government under sub-secon (1) of secon 148 of the Companies Act, 2013, is not applicable to the Company.

35.Disclosure of Maintenance of Cost Records:

Maintenance of cost records as specified by the Central Government under sub-secon (1) of secon 148 of the Companies Act, 2013, is not applicable to the Company.

36.Dematerialisaon of Equity Shares:

Shareholders have an opon to dematerialise their shares with either of the depositories viz NSDL an d CDSL. The ISIN No. alloed is INE0QA601016.

37.Acknowledgement:

Your Directors express their sincere thanks and appreciaon to Promoters and Shareholders for their constant support and cooperaon. Your Directors also place on record their grateful appreciaon and cooperaon received f rom Bankers, Financial Instuons, Government Agencies and employees of the Company.

		For and on behalf of the Board,
	Mr. Prakkumar M. Vekariya	Mr. Nayankumar M. Pansuriya
	Managing Director	Wholeme Director
	DIN: 06951893	DIN: 06951820
	Ms. Palak Sharma	Yogesh Joglekar
Place: Ahmedabad	Company Secretary	Chief Financial
	Mem. No. ACS74543	Officer
Date: 29/08/2025