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DIRECTOR'S REPORT

Praj Industries Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 6167.85 Cr. P/BV 4.67 Book Value (₹) 71.85
52 Week High/Low (₹) 428/273 FV/ML 2/1 P/E(X) 258.71
Bookclosure 06/08/2026 EPS (₹) 1.30 Div Yield (%) 1.07
Year End :2026-03 

Your Directors are pleased to present the 40th Report together with the Audited Financial Statements of Praj Industries
Limited ("the
Company") for the financial year ended on 31st March, 2026.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS:

The Audited Financial Statements of the Company as on 31st March, 2026 have been prepared in accordance with
the relevant applicable Indian Accounting Standards ("
Ind AS") notified under Section 133 of the Companies Act,
2013 ("the
Act"), read with Rule 7 of the Companies (Accounts) Rules, 2014 and Regulation 33 of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the
Listing
Regulations
").

During the year under review, your Company recorded a standalone total income of '26,579 Mn., (previous year '28,169
Mn.), with profit after tax of '1,205 Mn. (previous year '2,644 Mn.). On a consolidated level, total income stood at
'32,182Mn. (previous year '32,888 Mn.), with profit after tax of '238 Mn. (previous year '2,189 Mn.).

The summarized financial highlights are depicted below: (' in Mn.)

Particulars

Standalone

Consolidated

2025-26

2024-25

2025-26

2024-25

Revenue from Operations

25,859

27,447

31,679

32,280

Other Income

720

723

504

608

Total Income

26,579

28,169

32,182

32,888

Total Expenses

24,719

24,954

31,416

30,184

PBT (Before exceptional items)

1,860

3,215

763

2,704

( ) Exceptional item

-238

282

-264

282

PBT

1,622

3,497

499

2,986

(-) Tax Expenses

417

853

261

797

PAT

1,205

2,644

238

2,189

Other Comprehensive Income

37

-24

33

-21

Total Comprehensive Income

1,242

2,620

272

2,168

( ) Balance in Profit & Loss account

11,714

10,197

11,390

10,325

Profit Available for Appropriations

12,956

12,817

11,662

12,493

Appropriations

i) Dividend

-1,103

-1,103

-1,103

-1,103

Balance in Statement of Profit & Loss

11,853

11,714*

10,559

11,390#

* Includes Debt instruments balance through Other Comprehensive Income.

# I ncludes Debt instruments balance through Other Comprehensive Income and exchange differences on translation of foreign
operations.

2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation
34(2)(e) of the Listing Regulations forms part of this Annual Report.

BUILDING FOR FUTURE

3. DIVIDEND:

The Board of Directors at its meeting held on 28th May,
2026 have recommended final Dividend of '3.60/- per
share (i.e. 180%) of face value of '2/- each for the
financial year 2025-26. The dividend is payable subject
to shareholders' approval at the ensuing Annual
General Meeting (AGM). The final dividend pay-out, if
approved by the shareholders in the ensuing AGM, will
be around '661.727 Mn.

The dividend pay-out is in line with the Company's
Dividend Distribution Policy.

4. DIVIDEND DISTRIBUTION POLICY:

In accordance with Regulation 43A of the Listing
Regulations, the Company has formulated a Dividend
Distribution Policy which is available on the Company's
website and link for the same is given in "
Annexure 1".

5. RESERVES:

During the year under review, the Company does not
propose to transfer any amount to the General Reserve.

6. CREDIT RATING:

(i) CRISIL has re-affirmed "A1 " rating to the
Company's short-term banking facilities which
signifies that the degree of safety regarding
timely payment of instruments is very strong.

(ii) CRISIL has also re-affirmed "AA/Stable" rating to
the Company's long-term bank facilities which
signifies high safety with regard to timely payment
of long-term financial obligations.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(KMP):

(i) Appointment:

Dr Pramod Chaudhari (DIN: 00196415)

The Shareholders at their meeting held on 11th
August, 2025, have approved the appointment
of Dr Pramod Chaudhari as Founder Chairman
& Mentor-Praj Group (Whole Time Director in the
category of Executive Director) for a period of five
(5) years w.e.f. 1st July, 2025 till 30th June, 2030,
by way of Special Resolution.

Mr. Berjis Desai (DIN: 00153675)

The Shareholders at their meeting held on
11th August, 2025 have approved the appointment
of Mr. Berjis Desai as Non-Executive Non¬
Independent Director, liable to retire by rotation
w.e.f. 1st July, 2025.

Mr. Parth Chaudhari (DIN: 07010109)

Ms. Parimal Chaudhari (DIN: 00724911) retired
by rotation at the 39th AGM and not offered
herself for re-appointment.

Based on the recommendation of Nomination
& Remuneration Committee (NRC), Board at its
Meeting held on 29th April, 2025 has approved
the appointment of Mr. Parth Chaudhari (DIN:
07010109) as Non-Executive Non-Independent
Director, liable to retire by rotation w.e.f. the date
of 39th AGM i.e. 11th August, 2025 in place of
Ms. Parimal Chaudhari, which was further
approved by the Shareholders at 39th AGM held
on 11 th August, 2025.

Mr. Sachin Raole (DIN: 00431438)

Based on the recommendation of NRC, Board
at its Meeting held on 28th April, 2026 has
approved the appointment of Mr. Sachin Raole
(DIN: 00431438) as Joint Managing Director
& Chief Financial Officer for a period of
five (5) years w.e.f. 30th April, 2026 till
29th April, 2031, subject to approval of
Shareholders by way of Postal Ballot.

(ii) Cessation:

Ms. Parimal Chaudhari (DIN: 00724911)

Ms. Parimal Chaudhari (DIN: 00724911) retired
by rotation at the 39th AGM and she didn't offer
herself for re-appointment.

Mr. Shishir Joshipura (DIN: 00574970)

Mr. Shishir Joshipura (DIN: 00574970), has
completed his tenure as CEO & Managing Director
of the Company and consequently ceased to be
the Director of the Company w.e.f. 30th June,
2025.

(iii) Director liable to retire by rotation:

Mr. Berjis Desai (DIN: 00153675)

Mr. Berjis Desai (DIN: 00153675) retires by
rotation at 40th AGM and has not offered himself
for re-appointment due to his appointment as a
Member of National Commission for Minorities,
New Delhi, which require his substantial
commitment of time.

(iv) Key Managerial Personnel (KMP):

The Company has the following KMPs as on
31st March, 2026:

Name of the KMP

Designation

Dr Pramod Chaudhari

Chairman

Mr. Ashish Gaikwad

Managing Director

Mr. Sachin Raole

CFO & Director-Resources

Mr. Anant Bavare

Company Secretary

8. DECLARATION FROM INDEPENDENT DIRECTORS:

The Independent Directors have submitted their
annual declaration to the Board confirming that they
fulfill all the requirements as stipulated in Section
149(6) and 149(7) of the Act read with rules framed
there under and Regulations 16(1)(b) and 25 of the
Listing Regulations.

9. SUBSIDIARY COMPANIES:

Praj Engineering & Infra Ltd., India, Praj HiPurity
Systems Ltd., India, Praj GenX Ltd., India, Praj Americas
Inc., U.S.A., Praj Far East Co. Ltd., Thailand, Praj Far
East Philippines Ltd. Inc., The Philippines and Praj
Projects (Tanzania) Ltd. continue to be subsidiaries of
your Company.

Based on the Audited Financial Statements for
the financial year 2025-26, Praj HiPurity Systems
Limited has been identified as a material subsidiary
in accordance with the provisions of Regulation 16 of
the Listing Regulations.

Since the aforesaid subsidiary met the materiality
threshold only upon finalization of the Audited
Financial Statements for the financial year 2025-26,
the provisions applicable to material subsidiaries
under Regulation 24 of the Listing Regulations were
not applicable during the year under review.

Consolidated Financial Statements of the Company
prepared in accordance with Section 129(3) of the
Act, and the applicable Accounting Standards, which
include the results of the Subsidiary Companies,
forms part of this Annual Report. Further, a statement
containing salient features of the financial statements
of all subsidiaries in prescribed Form AOC-1, is
enclosed as "
Annexure 2".

Copies of Annual Accounts and related detailed
information of all the subsidiaries can also be sought
by any Shareholder of the Company by making a
written request to the Company Secretary at the
address of the Registered Office of the Company in
this regard. The Annual Accounts of the Subsidiary
Companies are also available for inspection at the
Company's Registered Office. The separate Audited
Financial Statements in respect of each of the
Subsidiary Companies are also available on the
website of the Company at
https://www.praj.net/
investors-type/financial-reports-of-subsidiaries/

The Company has formulated a policy for determining
'material subsidiary' which is hosted on the Company's
website and link for the same is given in "
Annexure 1".

10. CORPORATE SOCIAL RESPONSIBILITY (“CSR"):

Pursuant to and in compliance with Section 135
of the Act and Rule 5 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014, the Board
has constituted a CSR Committee. The details of
the CSR Committee constitution, CSR activities and
other details, as required under Section 135 of the
Act and the CSR Rules, are given in the CSR Report at
"
Annexure 3".

The CSR Policy is placed on the Company's website
and link for the same is given in "
Annexure 1".

11. CORPORATE GOVERNANCE:

Pursuant to Regulation 34 of the Listing Regulations,
Report on Corporate Governance along with the
certificate from a Practising Company Secretary
certifying compliance with conditions of Corporate
Governance is annexed to this Report as "
Annexure 4".

12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR):

Pursuant to Regulation 34(2)(f) of the Listing
Regulations, the BRSR on initiatives taken from an
environmental, social and governance perspective,
in the prescribed format is annexed to this Report as
"
Annexure 5".

13. BOARD MEETINGS:

The Board met five (5) times during the financial
year, the details of which are given in the Corporate
Governance Report which forms an integral part of
this Annual Report. The intervening gap between any
two meetings was within the period prescribed by the
Act and the Listing Regulations as amended from
time to time.

14. COMMITTEES OF THE BOARD:

The details of all the Committees such as composition,
terms of reference and meetings held during the year
under review are set out in the Corporate Governance
Report which forms an integral part of this Annual
Report.

15. AUDITORS:

(i) Statutory Auditors:

M/s M S K A & Associates LLP (formerly known
as M S K A & Associates), Chartered Accountants
(Firm Reg. No.: W101187/105047W), were
appointed as the Statutory Auditors of the
Company for a period of five (5) years from
39th AGM until the conclusion of 44th AGM to be
held in the calendar year 2030.

The Auditor's Report does not contain any
qualifications, reservations, adverse remarks or
disclaimer.

(ii) Internal Auditors:

The Internal Auditors, Khare Deshmukh & Co.,
Chartered Accountants, Pune have conducted
internal audits periodically during the financial
year 2025-26 and submitted their reports to the
Audit Committee.

Their reports have been reviewed by the Statutory
Auditors and the Audit Committee.

The Board has appointed Khare Deshmukh & Co.,
Chartered Accountants, Pune, as Internal Auditors
of the Company for the financial year 2026-27.

(iii) Cost Auditors:

In terms of Section 148 of the Act, read with the
Companies (Cost Records and Audit) Rules, 2014,
your Company has appointed Dhananjay V. Joshi
& Associates, Cost Accountants as Cost Auditors
of the Company for the financial year 2026-27 at
the remuneration of '0.325 Mn. which is subject
to ratification by the Shareholders at the 40th
AGM.

The maintenance of cost records as specified
under Section 148 of the Act is applicable to the
Company, and accordingly, all the cost records
are made and maintained by the Company and
audited by the cost auditors.

(iv) Secretarial Auditors:

M/s MSN Associates, Company Secretaries
(Firm Registration No. 29533) were appointed
as the Secretarial Auditors of the Company for
a period of five (5) years from 39th AGM until the
conclusion of 44th AGM to be held in the calendar
year 2030.

Secretarial Audit Report

In accordance with the provisions of Section 204
of the Act, and the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014, the Company has appointed
M/s MSN Associates, Company Secretaries
(Firm Registration No. 29533), to conduct the
Secretarial Audit of the Company for the financial
year 2025-26. The Secretarial Audit Report
(MR-3) for the financial year 2025-26 forms part
of this Annual Report as "
Annexure 6".

The Secretarial Audit Report for the financial
year 2025-26 does not contain any qualifications,
reservations, adverse remarks or disclaimer.

Annual Secretarial Compliance Report

Pursuant to and in compliance with the
provisions of Regulation 24A(2) of the Listing
Regulations, M/s MSN Associates, Company
Secretaries (Firm Registration No. 29533), have
issued Annual Secretarial Compliance Report
for the financial year ended 31st March, 2026.
The Company has submitted the said report to
the Stock Exchanges within the prescribed time
frame.

16. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments,
affecting the financial position of the Company
occurred between the end of the financial year to
which these financial statements relate and the date
of the report.

17. RISK MANAGEMENT:

Pursuant to Regulation 21 of the Listing Regulations,
the Company has constituted a Risk Management
Committee, details of the Committee along with terms
of reference are provided in the Corporate Governance
Report which forms an integral part of this Annual
Report.

The Company has framed a Risk Management
Policy to ensure sustainable business growth and
to promote a pro-active approach in identifying,
reporting, evaluating and mitigating risks associated
with the business of the Company. The policy
establishes a structured and disciplined approach to
Risk Management, in order to guide decisions on risk
related issues. The Risk Management Policy is hosted
on the Company's website and link for the same is
given in "
Annexure 1 ".

The enterprise risks and their mitigation plans are
presented by the risk owners to the Risk Management
Committee. The Enterprise Risk Management (ERM)
framework is aimed at effectively mitigating the
business and enterprise risks through strategic
actions. The mitigation plans for enterprise and
business risks are reviewed and updated on a
periodic basis to the Risk Management Committee,
Audit Committee and the Board of Directors of the
Company.

In today's challenging and competitive environment,
strategies for mitigating inherent risks associated with

business and for accomplishing the growth plans of
the Company are imperative. The common risks
inter-
alia
are risks emanating from; Regulations, Cyber Risks,
Competition, Business, Technology obsolescence,
Investments, Retention of talent, Finance, Politics and
Fidelity etc.

In today's complex business environment, Cyber risks
have considerably increased. During the year, we
continued our efforts to keep ourselves up to date
with cyber security events globally to achieve higher
compliance and its continued sustenance.

As mentioned in Risk Management Policy, these risks
are assessed and steps, as appropriate, are taken to
mitigate the same.

The Company has instituted adequate Internal
Controls and processes to have a cohesive view of
risks, optimal risk mitigation responses and efficient
management of internal control and assurance
activities.

In the opinion of the Board, there are no risks which
may threaten the existence of the Company.

18. INTERNAL FINANCIAL CONTROLS:

The Company has in place, adequate internal financial
controls with reference to Financial Statements
commensurate with the size, scale and complexity
of its operations. During the year, such controls were
tested and no reportable material weaknesses in the
design or operation were observed.

19. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, duly amended, in respect of Directors & KMPs of the Company
is furnished hereunder:

Sr.

No.

Name

Designation

Ratio of remuneration of
Directors to the median
remuneration of employees

% Increase/ (Decrease)
in remuneration over
FY 2024-25

1.

Dr Pramod Chaudhari

Chairman

58.43

(0.79)

2.

Mr. Shishir Joshipura1

CEO & Managing
Director

29.00

(54.84)

3.

Mr. Ashish Gaikwad

Managing Director

27.03

-*

4.

Mr. Sachin Raole2

Joint Managing Director
& CFO

10.32

(105.44)

5.

Ms. Parimal Chaudhari3

Non-Executive Non¬
Independent Directors

1.13

-*

6.

Mr. Parth Chaudhari4

-

-

7.

Mr. Berjis Desai5

0.97

-*

8.

Mr. Vinayak Deshpande

Independent Directors

2.59

Nil

9.

Mr. Utkarsh Palnitkar

1.94

25.00

10.

Dr Shridhar Shukla

1.29

12.50

11.

Ms. Rujuta Jagtap

0.49

Nil

12.

Mr. Ajay Narayan Deshpande

0.49

Nil

13.

Mr. Anant Bavare

Company Secretary

2.66

3.52

The key parameters for the variable component of
remuneration paid to the Directors are considered by
the Board of Directors based on the recommendations
of NRC as per the Remuneration Policy for the Directors,
KMP and Senior Management Personnel.

It is hereby affirmed that the remuneration paid is as
per the Remuneration Policy for Directors, KMP and
Senior Management Personnel.

The statement containing particulars of employees as
required under Section 197(12) of the Act read with
Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, are available to Shareholders for inspection on
request.

In terms of Section 136 of the Act, the said Statement
is open for inspection at the Registered Office of the
Company. The Annual Report is being sent to the
Shareholders excluding the aforesaid statement. Any
Shareholder interested in obtaining a copy of the same
may write to the Company Secretary.

20. REMUNERATION POLICY FOR DIRECTORS AND
KMPs:

The Company's Remuneration Policy for Directors/
KMPs is directed towards rewarding performance
based on periodical review of achievements. The
Remuneration Policy is in consonance with the existing
industry practice which is attached as "
Annexure 7" to
this Report.

The said policy is also available on the Company's
website and link for the same is given in "
Annexure 1".

21. EMPLOYEE STOCK OPTION PLAN (“ESOP"):

During the year under review, your Directors confirm
that no shares were granted or issued by the Company
under the Employee Stock Option Plan 2011 of the
Company.

A statement giving complete details, as at
31st March, 2026, pursuant to Regulation 14 of the SEBI
(Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, is available on the Company's
website at
https://www.praj.net/investors-type/esop-
disclosure/.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

To ensure that the activities of the Company and its
employees are conducted in a fair and transparent
manner by adoption of highest standards of
professionalism, honesty, integrity and ethical

behaviour, the Company has adopted a Vigil
Mechanism / Whistle Blower Policy. Key features
of this policy are given in Corporate Governance
Report. The said policy is hosted on the website
of the Company and link for the same is given in
"
Annexure 1 ".

23. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS:

The details of loans, guarantees and investments
covered under Section 186(4) of the Act are given
in the notes to the Audited Standalone Financial
Statements. (Please refer note nos. 4, 11 & 31 to the
Standalone Financial Statements)

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES:

All contracts / arrangements / transactions entered
by the Company during the financial year 2025-26 with
related parties were in the ordinary course of business
and on an arm's length basis. Such transactions
form part of the notes to the financial statements
provided in this Annual Report. Particulars of related
party transactions are provided in note no. 31 in the
Standalone Financial Statements.

There were no materially significant related party
transactions which could have potential conflict
with the interests of the Company at large. None of
the transactions with related parties falls under the
scope of Section 188(1) of the Act. The information
on transactions with related parties pursuant to
Section 134(3)(h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 in Form AOC-2
does not apply to the Company for the financial year
2025-26 and hence the same is not provided.

Your Company has formulated a Policy on Related
Party Transactions which is available on the Company's
website and link for the same is given in "
Annexure 1".

25. BOARD EVALUATION:

Pursuant to and in compliance with the provisions of
Section 134 of the Act and Rules made thereunder and
as provided in Schedule IV to the Act and the Listing
Regulations, the Board, in consultation with the NRC
lays down the evaluation criteria for the performance
of Executive / Non-Executive / Independent Directors.

Independent Directors have three key roles
-Governance, Control and Guidance. Some of
the performance indicators based on which the
Independent Directors are evaluated include:

(i) Ability to contribute to and monitor the
Company's corporate governance practices.

(ii) Ability to contribute by introducing international
best practices to address top-management
issues.

(iii) Active participation in medium to long-term
strategic planning.

(iv) Commitment to the fulfillment of Directors'
obligations and fiduciary responsibilities, which
include participation in the Board and the
Committee Meetings.

The evaluation of all the Directors, Committees and
the Board as a whole was conducted based on the
criteria and framework adopted by the Board.

26. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a)
of the Act, Annual Return for the financial year ended
on 31st March, 2026, in prescribed web form MGT-7
to be filed with Ministry of Corporate Affairs is
available on the website of the Company at
https://www.praj.net/investors-type/annual-return/.

27. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5)
of the Act, the Board hereby submits its responsibility
statement for the financial year 2025-26 as follows:

(i) in the preparation of the annual accounts, the
applicable accounting standards have been
followed along with proper explanation relating
to material departures;

(ii) 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 on 31 st
March, 2026 and of the profit of the Company for
the year ended on that date;

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

(iv) the Directors have prepared the annual accounts
on a going concern basis;

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

(vi) 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.

28. DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS UNDER SECTION 143(12) OF THE ACT:

During the year, the Auditors have not reported to the
Audit Committee, any incidence of fraud as defined
under Section 143(12) of the Act, committed against
the Company by its officers or employees.

29. DEPOSITS:

The Company has not accepted any deposits from
public as per the provisions of Sections 73 and 74
of the Act read with Rules made thereunder and as
such, no amount on account of principal or interest on
deposits from public was outstanding as on the date
of the balance sheet.

30. SECRETARIAL STANDARDS:

The Company has complied with the applicable
Secretarial Standards (as amended from time to
time) on meetings of the Board of Directors and
General Meetings issued by the Institute of Company
Secretaries of India and notified by the Ministry of
Corporate Affairs.

31. INVESTOR EDUCATION AND PROTECTION FUND
(IEPF):

During the year under review, pursuant to and in
compliance with the provisions of Sections 124
and 125 of the Act and Rules made thereunder, the
Company has transferred:

(i) 14,690 equity shares to IEPF, whose dividend has
remained unclaimed / unpaid for a consecutive
period of seven (7) years and

(ii) '9,74,362/- (Rupees Nine Lakhs Seventy Four
Thousand Three Hundred Sixty Two only) and
'2,92,900/- (Rupees Two Lakhs Ninety Two
Thousand Nine Hundred only) to IEPF, being
the unclaimed dividend, pertaining to the final
dividend for the financial year 2017-18 and
interim dividend for the financial year 2018-19
respectively after giving notice to the
Shareholders to claim their unclaimed / unpaid
dividend.

As on 31 st March, 2026, 3,07,347 equity shares are
lying with IEPF.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS:

During the year, there were no significant material
orders passed by the regulators and courts, which
would impact the going concern status of the Company.

33. INSOLVENCY AND BANKRUPTCY CODE (IBC):

There were no proceedings admitted against the
Company under IBC 2016.

34. COMPLIANCE OF PROVISIONS OF THE MATERNITY
BENEFIT ACT, 1961:

The Company is in compliance with the applicable
provisions of Maternity Benefit Act, 1961.

35. DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place policy on Prevention of
Sexual Harassment in line with the requirements
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
("
POSH Act"). All employees (permanent, contractual,
temporary, trainees) are covered under this policy.

The Company has constituted Internal Committee for
each location. The name of all Committee members
and their contact details are available on the Company's
notice board along with the Policy on Prevention of
Sexual Harassment (POSH), which is accessible to all
employees of the Company.

Awareness programs were conducted on the POSH
during the financial year. Also, all new joinees at the
Company undergo separate induction on POSH policy.

The following is a summary of Sexual Harassment
Complaints received and disposed during the financial
year 2025-26, under the aforesaid Act:

Number of complaints received during the year : Nil

Number of complaints disposed off during the year :
N.A.

Number of cases pending for more than ninety days :
Nil

36. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:
(i) Conservation of Energy:

Your Company continues to place strong
emphasis on energy conservation by adopting

sustainable practices across its manufacturing,
design, and operational activities:

Waste-to-Energy Integration: Praj's proprietary
RenGas™ technology enables efficient production
of compressed biogas from agricultural residues
such as rice straw, Napier grass, and press
mud. The technology has been deployed across
multiple industrial installations, supporting
renewable gas generation and reduction in GHG
emissions.

Energy Efficient Design & Engineering: The Praj

Technology and Engineering Group continues to
design and engineer plants with a strong focus
on reducing energy and water consumption
through process optimization and advanced
thermal integration and Value-added Co-product
maximization.

(ii) Technology Absorption:

Praj is a technology-driven enterprise focused
on innovation-led growth through the continuous
development, absorption, and commercialization
of technologies in bioenergy, renewable
chemicals, and materials. The Company's R&D
efforts at Praj Matrix continue to strengthen its
leadership in the global bioeconomy.

Key technology developments and deployment
status are summarized below:

Corn to Ethanol High Titre: The Company has
developed high-titre Indian corn-to-ethanol
technology to support capacity expansion and
improve plant viability. The technology is currently
progressing toward commercialization.

Distiller's Corn Oil: To further improve plant
viability, value-added co-products are essential.
The Company has developed a solution for
recovery of high-value co-products such as
Distiller's Corn Oil (DCO) from corn thin stillage.
During the year, the Company successfully
commissioned and handed over multiple DCO
plants, marking an important step toward
commercialization of integrated ethanol
biorefinery concepts.

Sustainable Aviation Fuel: The Company has
developed Sustainable Aviation Fuel (SAF)
solutions through Alcohol-to-Jet (ATJ) pathways
using ethanol as a feedstock. The Company
has successfully demonstrated its integrated
SAF technology at its R&D facility, Praj Matrix,
validating its readiness for commercial

deployment. The technology produces SAF
compliant with international aviation standards
(ASTM D7566) and is compatible with existing
aviation infrastructure. This positions Praj among
the global leaders offering end-to-end integrated
SAF solutions that support decarbonization of the
aviation sector.

Bio-Isobutanol (IBA) for blending in Diesel: The

Company is actively advancing commercialization
of its bio-isobutanol technology through strategic
collaborations and technology integration
platforms.

The Company is currently executing India's
first bio-isobutanol plant, representing a key
milestone in advancing next-generation biofuels
and renewable hydrocarbon pathways. Bio¬
isobutanol serves as a platform molecule for
blending in diesel and for the production of SAF.
RenGas Technology: The Company successfully
commissioned a pressmud-to-biogas plant and
ramped up capacity from 0% to 100% of rated
capacity within a record 60 days. In addition, Praj
has developed proprietary feedstock preparation
and stabilization solutions such as PMStab™,
BMSolve™, and NGStab™ to enhance yield and
process efficiency.

Bioplastics & Biopolymers: The Company has
developed an integrated technology platform for
polymer-grade and food-grade lactic acid on the
Planera™ platform. The Company's technology
encompasses fermentation and downstream
processing, enabling production of lactic acid for
PLA applications.

The Company is also expanding its Bio Prism™
portfolio, with a focus on PHA, a molecule that is
naturally biodegradable. PHA is currently in the
advance stage of technology development cycle
and deployment.

Bio-bitumen: The Company has developed a
proprietary process to produce bio-bitumen
from lignin-rich cake, offering a renewable

alternative to fossil-based bitumen used in
road construction. The technology has been
validated field applications, including successful
road construction trials. Based on this positive
validation and growing market interest, the
technology is now at an advanced stage of
commercial offering.

(iii) Expenditure incurred on Research and
Development during the financial year 2025-26:

Your Company has spent '661.84 Mn. on
Research and Development during the financial
year 2025-26.

(iv) Foreign Exchange Earnings & Outgo:

Particulars

31st March, 2026

31st March, 2025

Earnings

9,760

4,163

Outgo

1,729

2,101

Net Foreign

8,031

2,062

Exchange

Earnings

Your Company has retained its status as a net
forex earner consecutively for past 28 years.

37. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation
for the continued co-operation and support extended
to the Company by Customers, Collaborators,
Government Authorities, Bankers, Suppliers, Auditors.
They also place on record their appreciation for the
dedication and value-added contribution made by all
the employees.

Your directors would also like to thank all the
Shareholders who have reposed confidence in the
Company and its future.

For and on behalf of the Board of DirectorsDr Pramod Chaudhari

Date : 28th May, 2026 Chairman

Place : Pune (DIN: 00196415)

1

ceased to be Director due to completion of tenure on 30th June, 2025

2

appointed as Joint Managing Director & CFO w.e.f. 30th April, 2026

3

ceased to be Director due to retirement by rotation on 11th August, 2025

4

appointed with effect from 11th August, 2025

5

appointed with effect from 1st July, 2025

* not comparable since the appointment was for part of the year (i.e. either in previous year or during FY 2025-26)

The median remuneration of employees of the Company during the financial year 2025-26 was '1.546 Mn., there was
an increase of around 11.62% in the median remuneration of employees.

There were 1,155 permanent employees on the rolls of the Company as on 31st March, 2026.

Average percentage increase made in the salaries of employees other than the managerial personnel in the financial
year 2025-26 was around 7.5% whereas the managerial remuneration for the same financial year increased by around
5%.

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