Srinibas Pradhan Constructions Ltd Directors Report

To,

The Members,

Your directors take immense pleasure in presenting the 6th (Sixth) Annual Report on the business and operations of the Company along with the Audited Standalone and Consolidated Financial Statements for the financial year ended on March 31, 2026.

FINANCIAL RESULTS AND PERFORMANCE OF THE COMPANY

The summarized working results for the financial year ended on March 31, 2026 as compared with the previous year are as under: -

(All amount in Rs. Lacs, unless stated otherwise)

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from operations	6,034.71	3,828.28	9,021.30	8,968.47
Other Income	7.81	2.15	8.94	4.11
Total Income	6,042.52	3,830.43	9,030.24	8,972.58
Total Expenses	5,281.57	3,334.14	7,927.62	8,092.11
Profit/(Loss) before Tax	760.95	496.29	1,102.62	880.47
Less: Tax Expenses
1) Current tax	198.71	128.34	294.30	238.33
2) Deferred Tax	(3.95)	(3.41)	(12.70)	(16.70)
Profit/(Loss) after Tax	566.19	371.36	821.02	658.84
Earnings per equity share (in Rs.)
Basic (in Rs.)	9.19	6.39	13.33	11.34
Diluted (in Rs.)	9.19	6.39	13.33	11.34

TRANSFER TO RESERVES

The Company has achieved profitability during the financial year, and the resulting profit has been transferred to the Profit & Loss Account under the Reserve & Surplus section of the Balance Sheet as of March 31, 2026.

STATE OF THE COMPANYS AFFAIRS

During the year under review, the Company delivered a strong financial and operational performance despite a dynamic business environment. The revenue from operations stood at Rs. 6,034.71 Lakhs as compared to Rs. 3,828.28 Lakhs in the previous financial year, registering significant growth of approximately 57.64%.

The Company reported a Profit Before Tax (PBT) of Rs. 760.95 Lakhs as against Rs. 496.29 Lakhs in the previous year, reflecting a growth of approximately 53.33%. The Profit After Tax (PAT) stood at Rs. 566.19 Lakhs compared to Rs. 371.36 Lakhs in the preceding financial year, registering a growth of approximately 52.46%, indicating improved profitability and operational efficiency.

The performance of the Company indicates strong business fundamentals and an ability to effectively capitalize on growth opportunities. As an SME listed entity, the Company continues to focus on sustainable growth, strengthening internal controls, and maintaining high standards of corporate governance and transparency.

The Directors are confident about the future outlook of the Company and expect sustained growth in the coming years. Overall, the state of affairs of the Company remains strong and satisfactory.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of business of the Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, (‘Rules), the dividend which remains unclaimed or unpaid for a period of seven years from the date of transfer to the Unpaid Dividend Account of the Company and shares on which dividend are unclaimed or unpaid for a consecutive period of seven years or more are liable to be transferred to IEPF.

No amount was transferred to Investor Education and Protection Fund as there is no unclaimed dividend.

SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2026 stood at Rs. 10,00,00,000/- (Rupees Ten Crore Only) divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

During the year under review, the Authorized Share Capital has been increased from Rs. 7,00,00,000/- (Rupees Seven Crores Only) of Rs. 10/- (Rupees Ten Only) each to Rs. 10,00,00,000/- (Rupees Ten Crore Only) pursuant to Ordinary Resolution passed at the Extra Ordinary General Meeting of the Shareholders on June 02, 2025.

The Issued, Subscribed and Paid - up Share Capital of the Company as on March 31, 2026 stood at Rs. 7,86,09,970/- (Rupees Seven Crore Eighty Six Lakh Nine Thousand Nine Hundred and Seventy Only) divided into 78,60,997 (Seventy Eight Lakh Sixty Thousand Nine Hundred and Ninety Seven) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

During the year under review, the Company issued and allotted 2,49,600 (Two Lakh Forty Nine Thousand Six Hundred) Equity Shares having face value of Rs. 10/- (Rupees Ten Only) each at a premium of Rs. 70/- (Rupees Seventy Only) per share through Private Placement pursuant to the Shareholders approval at the Extra Ordinary General Meeting held on July 07, 2025.

Further, the Company has issued and allotted 15,36,849 (Fifteen Lakh Thirty Six Thousand Eight Hundred and Forty Nine) Equity Shares having face value of Rs. 10/- (Rupees Ten Only) each through Bonus Issue in the ratio of 1:3 pursuant to the Shareholders approval at the Extra Ordinary General Meeting held on July 22, 2025.

Further, the Company has issued and allotted 17,13,600 (Seventeen Lakh Thirteen Thousand Six Hundred) Equity Shares with a face value of Rs. 10/- (Rupees Ten Only) each at a premium of Rs. 88/- (Rupees Eighty Eight Only) per share by way of Initial Public Offer (“IPO”) pursuant to Shareholders approval at the Extra Ordinary General Meeting held on August 25, 2025 and got listed on Emerge Platform of National Stock Exchange of India Limited on March 13, 2026.

The Company has not issued any shares with differential voting rights nor granted any stock options or sweat equity shares during the year under review.

Further, none of the Directors of the Company hold instruments convertible into equity shares of the Company. WEB LINK OF ANNUAL RETURN

According to the provisions of Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the Annual Return of Company in Form MGT - 7 has been disseminated on the website at https://www.srinibaspradhan.com/corporate.

DIVIDEND

The Board of Directors has considered it prudent to retain the profits for the purpose of business growth and expansion. Accordingly, no dividend has been recommended for the financial year ended March 31, 2026.

The Board believes that the retained earnings will strengthen the financial position of the Company and support its future growth initiatives.

LISTING OF SHARES

“Srinibas Pradhan Constructions Limited” (“the Company” or “SPCL”) is a public limited company incorporated in India and engaged in the business of infrastructure development across various domains, with a primary focus on Roads and Highways, including Rural, Major District, and Urban roads. The Company was incorporated on September 25, 2020 and has its Registered Office at Plot No. 813, Khata No. 106/548, Brajraj Nagar, Chhualiberna, Jharsuguda, Belpahar Rs, Jharsuguda, Belpahar, Orissa, India, 768217.

Our Company, Srinibas Pradhan Constructions Limited (hereinafter referred to as “SPCL” or “Our Company”) was incorporated as a private limited company with the name of “Srinibas Pradhan Constructions Private Limited” under the Companies Act, 2013 vide certificate of incorporation dated September 25, 2020, issued by that time Registrar of Companies, Cuttack, bearing Registration no - 034275. Further, our company was converted into a Public Limited Company in pursuance of a special resolution passed by the members of our Company at the Extra - Ordinary General Meeting held on December 27, 2023 & name of our Company changed from “Srinibas Pradhan Constructions Private Limited” to “Srinibas Pradhan Constructions Limited” & Registrar of Companies, Cuttack has issued a new certificate of incorporation consequent upon conversion dated February 09, 2024, bearing CIN: U45201OR2020PLC034275. Consequent upon listing of the equity shares on the Emerge Platform of National Stock Exchange of India Limited our CIN number has been updated as “L45201OR2020PLC034275”

In the context of Board of Directors, at its meeting held on August 23, 2025, approved the proposal to proceed with an SME Initial Public Offer (IPO) of 20,73,600 Equity Shares consisting of a Fresh Issue of 17,13,600 Equity Shares and an offer for sale of 3,60,000 Equity Shares by the Selling Shareholders and in Board Meeting held in September 17, 2025 filing of Draft Red Herring Prospectus, the Company applied to National Stock Exchange of India Limited(“NSE”) for in principle approval for listing its Equity Shares on the Emerge Platform of the NSE. National Stock Exchange of India Limited vide approval letter dated November 27, 2025 granted its In-principle Approval to the Company.

The Company filed the Red Herring Prospectus dated February 26, 2026, with the National Stock Exchange of India Limited. The Public Issue opened on March 6, 2026, and closed on March 10, 2026. Subsequently, the Company filed the Prospectus dated March 11, 2026, with the Registrar of Companies, Cuttack.

The Company has applied for listing of its total equity shares to NSE and it has granted its approval vide its letter dated March 12, 2026. The trading of equity shares of the Company commenced on March 13, 2026 at Emerge Platform of NSE. The Equity Shares of the Company are listed on the Emerge Platform of NSE. The ISIN No. of the Company is INE0TPJ01019.

The Companys shares are listed on Emerge Platform of National Stock Exchange of India Limited as on March 13, 2026. The annual listing fees for F.Y. ended on March 31, 2026 have been paid.

UTILIZATION OF FUNDS RAISED THROUGH PUBLIC ISSUE

Pursuant to the Initial Public Offer (“IPO”), the Company raised Rs. 1,679.33 Lakhs through the issue of 17,13,600 (Seventeen Lakh Thirteen Thousand Six Hundred) Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each at an issue price of Rs. 98/- (Rupees Ninety Eight Only) per Equity Share. The Equity Shares of the Company were listed on the Emerge Platform of the National Stock Exchange of India Limited (“NSE”) on March 13, 2026. The proceeds of the Issue are being utilized for the objects stated in the Prospectus of the Company.

During the financial year under review, the Company has utilized Rs. 1,024.33 Lakhs towards the objects of the Issue, while an amount of Rs. 655.00 Lakhs remained unutilized as at March 31, 2026. The utilization of the proceeds of the Initial Public Offer (“IPO”) as at March 31, 2026 is summarized below:

S. No.	Objects as disclosed in the Offer Document	Amount disclosed in the Offer Document	Amount Utilized till March 31, 2026	Amount Un- Utilized till March 31, 2026	Deviation, if any
1	Repayment of Portion of Loan availed by our Company	100.00	100.00	-	-
2	General Corporate Purpose#	221.12	221.12	-	-
3	Public Issue Expenses*	203.21	203.21	-	-
4	Working Capital Requirement	1,155.00	500.00	655.00	-
	Total	1,679.33	1,024.33	655.00	-

#As per Prospectus dated March 11, 2026, the Company had proposed to utilize Rs. 221.12 lakhs towards General Corporate Purpose in the Financial Year 2026 - 2027. However, the Company used the entire amount of Rs. 221.12 lakhs for General Corporate Purpose during the financial year 2025 - 2026.

*Public Issue Expenses, net of the amount recoverable from the Promoter in respect of shares offered for sale, have been directly adjusted against the Securities Premium Account.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNELS

As at March 31, 2026, the Companys Board comprised of 6 (Six) Directors. Besides the Chairperson & Whole- Time Director and Managing Director who are Executive Directors, the Board consists of 3 (Three) Independent Directors and 1 (Non - Executive Director).

The details of the above composition of the Board of Directors and Key Managerial Personnels have been provided below:

Name of Directors and KMPs	Designation
Mr. Ramakanta Pradhan (DIN: 08894068)	Chairperson & Whole-Time Director
Mr. Srinibas Pradhan (DIN: 03597468)	Managing Director
Ms. Ayushi Sharma (DIN: 10576765)	Independent Director
Mr. Biranchi Narayan Hota (DIN: 10560271)	Independent Director
Mr. Prithiwiraj Singdeo (DIN: 10610762)	Independent Director
Ms. Jyotshna Pradhan (DIN: 10539331)	Non - Executive Director
Ms. Surbhi Agrawal	Company Secretary
Mr. Durga Dutta Tripathy	Chief Financial Officer

Mr. Ramakanta Pradhan (DIN: 08894068), Chairperson & Whole-Time Director of the Company, was re - appointed at the 5th Annual General Meeting of the Company who was eligible for retire by rotation.

Further, there has been no change in the composition of the Board of Directors and Key Managerial Personnels of the Company during the year under review.

BOARD COMMITTEES OF THE COMPANY

AUDIT COMMITTEE

The Company has constituted an Audit Committee in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee comprises the following Directors:

Name of Members	Designation
Ms. Ayushi Sharma (DIN: 10576765)	Chairperson
Mr. Prithiwiraj Singdeo (DIN: 10610762)	Member
Mr. Ramakanta Pradhan (DIN: 08894068)	Member

During the financial year 2025-26, the Audit Committee met 5 (Five) times on April 28, 2025, August 25, 2025, September 10, 2025, February 16, 2026 and March 12, 2026.

NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted a Nomination and Remuneration Committee in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Nomination and Remuneration Committee comprises the following Directors:

Name of Members	Designation
Ms. Ayushi Sharma (DIN: 10576765)	Chairperson
Mr. Prithiwiraj Singdeo (DIN: 10610762)	Member
Ms. Jyotshna Pradhan (DIN: 10539331)	Member

During the financial year 2025-26, the Committee met on December 18, 2025.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has constituted a STAKEHOLDERS RELATIONSHIP COMMITTEE in accordance with Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The STAKEHOLDERS RELATIONSHIP COMMITTEE comprises the following Directors:

Name of Members	Designation
Mr. Biranchi Narayan Hota (DIN: 10560271)	Chairperson
Mr. Ramakanta Pradhan (DIN: 08894068)	Member
Ms. Ayushi Sharma (DIN: 10576765)	Member

During the financial year 2025-26, the Committee met on February 27, 2026.

STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the applicable provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the performance of the Directors and the performance of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the performance evaluation process for the Board, its Committees and Directors.

NUMBER OF MEETINGS OF THE BOARD

During the financial year ended March 31, 2026, a total of 19 Board Meetings were held on the May 01, 2025, May 31, 2025, July 04, 2025, July 11, 2025, July 19, 2025, July 24, 2025, August 23, 2025, September 06, 2025, September 10, 2025, September 13, 2025, September 17, 2025, November 01, 2025, December 01, 2025, January 31, 2026, February 16, 2026, February 26, 2026, March 11, 2026, March 12, 2026 and March 21, 2026.

The gap between any two consecutive meetings did not exceed the period prescribed under the Companies Act, 2013 and Secretarial Standard - 1 on Meetings of the Board of Directors.

The attendance of the Directors at the Board Meetings held during the year is as follows:

Name of Director	Designation	No. of Meetings Attended	No. of Meetings Held
Mr. Ramakanta Pradhan	Chairperson & Whole-Time Director	19	19
Mr. Srinibas Pradhan	Managing Director	19	19
Ms. Ayushi Sharma	Independent Director	19	19
Mr. Biranchi Narayan Hota	Independent Director	19	19
Mr. Prithiwiraj Singdeo	Independent Director	19	19
Ms. Jyotshna Pradhan	Non - Executive Director	19	19

MEETING OF INDEPENDENT DIRECTORS

During the financial year 2025-26, a separate meeting of the Independent Directors of the Company was held on February 26, 2026, in compliance with Schedule IV of the Companies Act, 2013.

The Independent Directors, inter alia, discussed and justified the price band for the SME Initial Public Offering (“IPO”) of Srinibas Pradhan Constructions Limited.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the financial year under review, no frauds have been reported by the Auditors under sub-section (12) of Section 143 of the Companies Act, 2013 other than those which are required to be reported to the Central Government.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB- SECTION (6) OF SECTION 149

The Company has received the necessary declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board has taken the same on record and is of the opinion that the Independent Directors meet the criteria of independence and that they are not aware of any circumstance or situation which exists or may be reasonably anticipated to impair or impact their ability to discharge their duties with an objective independent judgment.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors were provided with a comprehensive overview of their roles, rights, and responsibilities within the Company through their appointment letter, which includes relevant documents, reports, and internal policies. This ensures they are well-acquainted with the Companys procedures and practices. Additionally, the Company has formulated a dedicated policy for the familiarization of Independent Directors, which is available on its website www.srinibaspradhan.com.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with all the applicable mandatory Secretarial Standards issued by The Institute of Company Secretaries of India.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Company has in place a policy on Directors Appointment and Remuneration, including criteria for determining qualifications, positive attributes and independence of a Director.

The Nomination and Remuneration Committee identifies and assesses the integrity, qualifications, expertise and experience of persons for appointment as Directors and Key Managerial Personnel (KMP) and recommends their appointment to the Board. The Committee also ensures that such persons are capable of performing their duties effectively and are willing to devote sufficient time to the Company.

The remuneration to Managing Director, Whole-Time Director and Key Managerial Personnels is governed by the provisions of the Companies Act, 2013 and the Companys policy. Non-Executive and Independent Directors are paid sitting fees for attending meetings of the Board and Committees, as per the applicable provisions of the Act and Companys Policy.

AUDITORS

> STATUTORY AUDITORS

M/s Kapish Jain & Associates, Chartered Accountant (Firm Registration No. 022743N) were appointed as Statutory Auditors of the Company at the 04th Annual General Meeting of the Company held in Financial Year 2024 - 2025 who shall hold the office till the conclusion of the 9th Annual General Meeting of the Company to be held in the Financial Year 2029 - 2030.

STATUTORY AUDITORS REPORT

The report given by the Auditors on the Audited Financial Statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Act, therefore, no details are required to be disclosed under Section 134(3)(ca) of the Act.

BOARDS COMMENT

The Statutory Auditors Report for the financial year ended March 31, 2026 does not contain any qualification, reservation, adverse remark or disclaimer. Accordingly, no explanation or comments by the Board are required in this regard.

> SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, the Company had appointed M/s Sugandha Garg & Associates (Peer Review Number: 4928/2023), to conduct secretarial audit of the Company for the financial year ended March 31, 2026.

SECRETARIAL AUDITORS REPORT

The Report of M/s. Sugandha Garg & Associates in terms of Section 204 of the Act is provided in Form MR - 3 is annexed as “Annexure A” forming part of this Report. The observations (including any qualification, reservation, adverse remark or disclaimer) are self - explanatory.

BOARDS COMMENT

The Secretarial Auditors Report for the financial year ended March 31, 2026 does not contain any qualification, reservation, adverse remark or disclaimer. Accordingly, no explanation or comments by the Board are required in this regard.

> INTERNAL AUDITORS

Pursuant to provisions of Section 138 of the Companies Act, 2013, the Company had appointed M/s A Mukesh & Associates (Firm Registration No.: 330521E), to conduct the internal audit of the Company for the financial year ended March 31, 2026.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has complied with the provisions of Section 186 of the Companies Act, 2013 with respect to loans, guarantees and investments, wherever applicable. The details of such loans, guarantees and investments are disclosed in the Audited Financial Statements forming part of this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188

The Company has a framework for identification, review and approval of related party transactions in accordance with the applicable provisions of the Companies Act, 2013. In view of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 becoming applicable to the Company from April 1, 2026, the Audit Committee, at its meeting held on September 04, 2026, recommended the Related Party Transactions Policy for approval, and the Board of Directors, at its meeting held on September 04, 2026, approved/adopted the said Policy. The Company shall thereafter comply with the applicable approval, policy and disclosure requirements under Regulation 23 within the prescribed timelines.

All related party transactions entered into during the year were in the ordinary course of business and on an arms length basis and the Company has made appropriate disclosures of related party transactions, including details of outstanding balances as at the year end, in its financial statements in accordance with the applicable Accounting Standards.

During the financial year under review, there were no contracts, arrangements or transactions with related parties which were material in terms of the Companys Related Party Transaction Policy and the applicable provisions of the Companies Act, 2013. Accordingly, the particulars of contracts, arrangements or transactions with related parties required to be reported in Form AOC-2 pursuant to Section 134(3)(h) read with Section 188 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are not applicable to the Company for the financial year under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 REPORT

There have been no material changes or 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 this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A) CONSERVATION OF ENERGY

i. the steps taken or impact on conservation of energy - NIL

ii. the steps taken by the company for utilising alternate sources of energy - NIL

iii. the capital investment on energy conservation equipments - NIL

B) TECHNOLOGY ABSORPTION

i. the efforts made towards technology absorption - No new technology has been absorbed by the Company.

ii. the benefits derived like product improvement, cost reduction, product development or import substitution - NIL

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

a) the details of technology imported

b) the year of import

c) whether the technology been fully absorbed;

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

iv. the expenditure incurred on Research and Development - NIL

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earned in terms of actual inflows during the year - NIL The Foreign Exchange outgo in terms of actual outflows during the year - NIL

RISK MANAGEMENT POLICY

The Company has in place a Risk Management Policy and framework for identification, assessment, monitoring and mitigation of risks in accordance with applicable provisions of the Companies Act, 2013 and the Companys internal policies.

The Policy lays down a structured framework to proactively identify and manage risks associated with the business so as to ensure sustainable growth and financial stability.

The Board of Directors and the Audit Committee periodically review the risk management framework to ensure that appropriate systems are in place for effective risk management and that the risks are adequately monitored and controlled.

In the opinion of the Board, there are no such elements of risk which may threaten the existence of the Company. CORPORATE SOCIAL RESPONSIBILITY POLICY

During the year under review, the provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility were not applicable to the Company. Therefore, the Company was not required to spend any funds on CSR initiatives.

Further, based on the Audited Financial Statements as on March 31, 2026, the Company crossed the statutory Net Profit threshold limit specified under Section 135(1) of the Act. Consequently, the provisions of CSR have become applicable to the Company for the upcoming Financial Year 2026-2027 and the Company will comply with the same in due course.

DETAILS OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company continued to have one Wholly Owned Subsidiary, namely, Srinibas Pradhan Infra Private Limited, during the financial year 2025-26. The Company did not have any joint venture or associate company during the year and no company became or ceased to be a subsidiary, joint venture or associate company during the financial year.

The financial statements of the Company are prepared on a consolidated basis in accordance with the provisions of Section 129 of the Companies Act, 2013 and applicable accounting standards. The details of the Wholly Owned Subsidiary are disclosed in the Consolidated Financial Statements forming part of this Annual Report. Further, Form AOC - 1 has been annexed as the part of this Report in “Annexure B”.

The Company did not have any joint ventures or associate companies during the year.

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES/ ASSOCIATE COMPANIES/ JOINT VENTURES

Statement pursuant to Section 129(3) of the Companies Act, 2013 relating to the Subsidiary Company as on March 31, 2026 in Form AOC - 1 is annexed to this Report as “Annexure B".

DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review.

Further, the Company has not accepted any amounts which are deemed to be deposits.

During the year under review, the Company had accepted unsecured loan from Director, which have been duly disclosed in the financial statements and are in compliance with the applicable provisions of the Companies Act, 2013 and relevant rules made thereunder.

DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT

Since the Company has not accepted any deposits during the financial year under review, the requirement to disclose details of deposits not in compliance with Chapter V of the Companies Act, 2013 is not applicable.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the financial year 2025-26, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate Internal Financial Controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weakness in their design or operation was observed, consistent with the observations and conclusion of the Statutory Auditors.

DISCLOSURE, AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013, IS REQUIRED BY THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED

During the Financial Year under review, Maintenance of Cost Records as per Section 148(1) of the Companies Act, 2013, was not applicable to your Company.

STATEMENT THAT THE COMPANY HAS COMPLIED WITH PROVISIONS RELATING TO THE CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Internal Committee has been duly constituted in accordance with the requirements of the Act to redress complaints received regarding sexual harassment. The Company has also adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace and ensures a safe, secure and conducive working environment for all employees.

During the year under review, the Company had not received any complaint on sexual harassment and no complaint was pending as on March 31, 2026. No complaint remained pending for more than 90 days as at March 31, 2026.

The table below provides details of complaints received/ disposed during the financial year 2025 - 2026:

No. of complaints at the beginning of Financial Year	NIL
No. of complaints filed during the Financial Year	NIL
No. of complaints disposed during the Financial Year	NIL
No. of complaints pending at the end of Financial Year	NIL

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the financial year under review, no application was made and no proceeding was pending under the Insolvency and Bankruptcy Code, 2016 against the Company as at the end of the financial year.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the financial year under review, the Company has not entered into any one-time settlement with any bank or financial institution. Accordingly, there is no difference between the valuation carried out at the time of availing of loans and at the time of one-time settlement, and hence, the disclosure requirement in this regard is not applicable.

THE CODE ON SOCIAL SECURITY, 2020 - MATERNITY BENEFIT

During the period under review, The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961/ the Code on Social Security, 2020.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and

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

CORPORATE GOVERNANCE REPORT

The Company continues to follow sound corporate governance practices and is committed to maintaining appropriate standards of corporate governance and transparency.

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the corporate governance provisions specified therein, including Regulation 27(2), are not applicable to the Company as an SME listed entity, subject to the specific applicability of Regulation 23 as stated below.

With effect from April 1, 2025, Regulation 23 applies to an SME listed entity where the paid-up equity share capital exceeds ?10 crore or the net worth exceeds ?25 crore as on the last day of the previous financial year.

The net worth of the Company as at March 31, 2026 was ?3,557.51 lakhs (?35.5751 crore). Accordingly, Regulation 23 became applicable to the Company from April 1, 2026. The Company is required to ensure compliance with Regulation 23 within the prescribed period of six months from the date on which the provisions became applicable.

In line with the above, the Related Party Transactions Policy was placed before the Audit Committee for its consideration and recommendation at its meeting held on September 04, 2026 and pursuant to the recommendation of the Audit Committee, was placed before the Board of Directors for its approval at its meeting held on September 04, 2026. The Company shall ensure compliance with the applicable approval, policy, shareholder approval and disclosure requirements under Regulation 23 within the prescribed timelines.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

The Business Responsibility and Sustainability Report pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the financial year ended on March 31, 2026.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of the Companies Act, 2013 and applicable regulations, the Management Discussion and Analysis Report for the financial year under review, covering the Companys operations, performance, outlook, risks and concerns, forms part of this Annual Report and is annexed herewith as “Annexure C”.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism/Whistle Blower Policy in accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The mechanism enables directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct. The whistle Blower Policy is available on Companys website i.e. https://www.srinibaspradhan.com/corporate.

The Company ensures adequate safeguards against victimization of persons who avail the mechanism and provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been annexed to this Report as “Annexure D”.

ACKNOWLEDGEMENT

The Board places on record its appreciation for the continued co-operation and support extended to the Company by customers, vendors, Stock Exchange, SEBI, bankers, auditors, legal advisors, consultants business associates, state government, local bodies and all the employees with whose help, co-operation and hard work the Company is able to achieve the results.

The Board deeply acknowledges the trust and confidence placed by the customers of the Company and all its shareholders.

	For and On Behalf of Board of Directors
	Srinibas Pradhan Constructions Limited
	Sd/-	Sd/-
	Ramakanta Pradhan	Srinibas Pradhan
Place: Jharsuguda, Odissa	Chairperson & Whole-Time Director	Managing Director
Date: September 04, 2026	DIN: 08894068	DIN: 03597468