Your Directors hereby present the 76^th Board’s 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

Consolidated:

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

Standalone:

On Standalone basis, the total income for FY 2025 stood at
' 52,162.07 million as against ' 45,210.28 million for the previous
year. The Net Profit for the year ended March 31, 2025 was at
' 2,622.1 million as against Net profit of ' 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://tinvurl.com /54cvkwz9

Share Capital

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

Consequently, as at March 31,2025, the total paid up share capital
of the Company stood at ' 84,43,76,117 divided into 84,43,76,117
equity shares of ' 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 ' 14,905.96
million as on March 31,2025 as against ' 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 Company’s 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 ' 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 Company’s 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 arm’s 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 Company’s website at the link:
https://tinvurl.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
Company’s success and the Company remains committed
honoring Mr. Rupen Patel’s 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 re¬
appointment.

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 Company’s Ethics and Code of Conduct.
The Policy is uploaded on the Company’s website at the link
https://tinvurl.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 Company’s CSR Policy as uploaded on the Company’s 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 a:
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 Company’s 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 Company’s 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 Company’s
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