Directors Report of Pratham EPC Projects Ltd.

Mar 31, 2025

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

l.Financial Results:

( In Lakhs)

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

2.Dividend:

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

3.Operations:

Standalone

For the financial year ended March 31, 2025, the Company has recorded an exceptional leap in revenue, reaching an
impressive ^11,777.78 lakhs, reflecting a staggering 71.10% growth over the previous financial year. This significant upswing
is a clear indicator of the Company''s strong market positioning, strategic foresight, and its accelerating growth trajectory
across key operational verticals.

The Company''s Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) witnessed a robust expansion, rising
from ^1,657.40 lakhs in FY 2023-24 to ^2,105.30 lakhs in FY 2024-25, registering a noteworthy increase of 27.02%. This
sustained growth in EBITDA showcases the resilience of our business model, underpinned by prudent cost optimization,
enhanced operational efficiencies, and focused execution.

Furthermore, Earnings Per Share (EPS) demonstrated positive momentum, improving from ^7.61 to ^7.62, underscoring our
consistent efforts to enhance shareholder value and reaffirming the Company''s commitment to delivering stable and
long-term returns.

The overall financial performance in FY 2024-25 not only underscores the Company''s upward trajectory, but also sets a
strong foundation for continued success in the years to come.

Consolidated

For the financial year ended March 31, 2025, the Company delivered a spectacular performance, catapulting its consolidated
revenue to an impressive ^11,889.70 lakh, marking an exceptional surge of approximately 71% over the previous fiscal year.

Our consolidated Earnings Before Interest, Tax, Depreciation, and Amortization (EBITDA) also witnessed a significant leap,
ascending from ^1,657.45 lakh in FY 2023-24 to ^2,129.20 lakh in FY 2024-25 - a remarkable growth of 28.46%.

Moreover, our commitment to shareholder value creation was further underscored by the increase in consolidated Earnings
Per Share (EPS), which rose from ^7.56 to ^7.72 - reinforcing the confidence our stakeholders have in the Company''s
long-term strategy and sustainable growth path.

Reserves:

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

4. Share Capital Of The Company:

4.1 Authorised Capital

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

4.2 Increase in Paid-Up Capital of the Company

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

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

5. Utilisation of IPO Proceeds:

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

(Rs. in Crores’''

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

6. Directors & Key Managerial Personnel:

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

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

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

No director resigned during the year under review.

1. Retirement by Rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mr. Mehul Nanjibhai Thummar shall retire
by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for reappointment.
The Board recommends his re-appointment.

2. Evaluation of the Board''s Performance:

During the financial year under report, exercise of evaluation was carried out through a structured evaluation process
covering various aspects of the Board''s functioning such as composition of the Board & Committee(s), experience &
competencies, performance of specific duties & obligations, governance etc. Separate exercise was carried out to evaluate
the performance of each individual Director including the Board''s Chairman who were evaluated on parameters such as
attendance, contribution at the meetings and otherwise, independent judgments, safeguarding of minority shareholders''
interest etc. The evaluation of the Independent Directors was carried out by the entire Board excluding Independent
Directors and that of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The
Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees
with the Company. This may be considered as a statement under provisions of Section 134(3)(p) of the Companies Act, 2013
and Rule 8(4) of the Companies (Accounts) Rules, 2014. The Board of your Company is composed with proper number of
Executive and Non - Executive Directors.

3.Statement of Declaration given by Independent Directors

The Company has received necessary declaration of independence from all Independent Directors of the Company, under
Section 149(7) of the Act, that he/she meets the criteria of Independent Directors envisaged in Section 149(6) of the Act and
rules made thereunder and SEBI (LODR) Regulations, 2015 and is not disqualified from continuing as Independent Directors.
The Independent Directors have also confirmed that they have registered themselves with the Independent Director''s
Database maintained by the Indian Institute of Corporate Affairs. Further Company has also received statements from all the
Independent Directors that they have complied with Code of Conduct for Independent Directors prescribed in Schedule IV
of the act and also statement on compliance of code of conduct for Directors and Senior Management Personnel formulated
by Company.

4. Managerial Remuneration:

The overall Managerial Remuneration provided during the year is in compliance with Section 197 read with Schedule V of
the companies Act, 2013.

5. Number of Meetings of Board of Directors

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

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

6.Directors'' Responsibility Statement:

Pursuant to the requirement of Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, it is hereby confirmee

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

(ii) that the Directors had 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 at
31^st March, 2025 being end of the financial year 2024-2025 and of the profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for maintenance of adequate 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) that the Directors had prepared the annual accounts on a going concern basis.

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

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

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

7.Internal Financial Control and Its Adequacy:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including
adherence to the Company''s policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and
completeness of the accounting records and the timely preparation of reliable financial disclosures.

8. Remuneration Policy:

The Company follows a policy on remuneration of Directors and Senior Management Employees. The policy has been
approved by the Nomination & Remuneration Committee and the Board. The policy on Remuneration of Directors, Key
Managerial Personnel and Senior Employees can be accessed on website of the Company.

Brief profile of the Directors being appointed /re-appointed as required under Regulations 36(3) of Listing Regulations, 2015
and Secretarial Standard on General Meetings are provided in the Notice for the forthcoming AGM of the Company.

9. Particulars Of Employees:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment &
Remuneration of Managerial personnel) Rules, 2014.

The ratio of the remuneration of each director to the median of employees'' remuneration as per Section 197(12) of the
Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed to this Report as Annexure-G

10. Management Discussion And Analysis Report

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a
review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is
presented in a separate section forming part of this Annual Report as Annexure D

11. Personnel and H. R. D.:

INDUSTRIAL RELATIONS:

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing
importance to training at all levels and other aspects of H. R. D.

The number of Employees of the Company is 408. The relationship between average increase in remuneration and
Company''s performance is as per the appropriate performance benchmarks and reflects short and long term performance
objectives appropriate to the working of the Company and its goals.

12. Related Party Transaction:

During the financial year 2024-25, the provisions of Regulation 23 of the SEBI (LODR) Regulations, 2015, relating to material
related party transactions, were not applicable to the Company pursuant to the exemption provision of Regulation 15 of the
SEBI (LODR) Regulations, 2015.

For FY 2024-25, related party transaction details under Section 188 of the Companies Act, 2013 are disclosed in Note 36 of
the Financial Statements, and Form AOC-2 is attached as Annexure-B to the Directors'' Report.

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

During the year under review, the Company has extended a loan to Pratham International Contracting LLC-OPC
(wholly-owned subsidiary), and to Pipe flow Integrity India Private Limited (Subsidiary) in compliance with the provisions of
Section 186 of the Companies Act, 2013. The details of this loan are disclosed in Note No. 36 to the Financial Statements.

Further, the Company has done its equity investment in Pratham International Contracting LLC-OPC, by the way of
subscription to MOA making it wholly owned subsidiary. The total amount invested stands at ^11,89,360. The details of this
investment are available in Note No. 14 of the Financial Statements attached to this Report.

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

14. Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo:

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

15. Corporate Social Responsibility (CSR):

As per Section 135(9) of the Companies Act, 2013 if the amount to be spent by a company under section 135(5) of the
Companies Act, 2013 does not exceed Rs. 50.00 lakh, then the requirement under 135(1) of the Companies Act, 2013 for
constitution of the Corporate Social Responsibility Committee is not be applicable and the functions of such CSR Committee
as provided under section 135 of the Companies Act, 2013 shall, be discharged by the Board of Directors the Company.
Accordingly, the functions as entrusted under section 135(3) of the Companies Act, 2013 have been discharged by the Board
of directors of the company.

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

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

16.Secretarial Auditor and Their Report:

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

17.Annual Return:

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

18. Audit Committee:

The Board of Directors has constituted Audit Committee consisting of the following:

1. Ms. Garima Rajput Chairman

2. Mr. Abhaya P. Sarangi Member

3. Mr. Pratikkumar M. Vekariya Member

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

19. Vigil Mechanism:

The company has a whistle blower policy and has established the necessary Vigil Mechanism in confirmation with section
177(9) of the companies Act, 2013 for effective and smooth functioning of Company. All the Board Members and Senior
Management personnel have affirmed compliance with the policy of Vigil Mechanism.

20. Nomination And Remuneration Committee:

The Company has also set up a Remuneration Committee of Directors, consisting of:

1. Ms. Garima Rajput Chairman

2. Mr. Abhaya P. Sarangi Member

3. Mr. Mehul N. Thummar Member

The Committee identifies and ascertains the integrity, qualification, expertise and experience of the person for appointment
as Director, KMP or at Senior Management level and recommend to the Board his / her appointment. The Committee has
discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for
the concerned position.

The Committee fixes remuneration of the Directors on the basis of their performance and also practice in the industry. The
terms of reference of the Nomination & Remuneration Committee include review and recommendation to the Board of
Directors of the remuneration paid to the Directors. The NRC Committee duly met 1 time during the financial year under
review on 21/03/2025.

21.Stakeholders'' Relationship Committee:

The Board has constituted a Stakeholders'' Relationship Committee for the purpose of effective Redressal of the complaints
and concerns of the shareholders and other stakeholders of the Company.

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

1. Mr. Abhaya P. Sarangi Chairman

2. Ms. Garima Rajput Member

3. Mr. Nayankumar M. Pansuriya Member

The Stakeholders'' Relationship Committee duly met 1 time during the financial year under review on 24/03/2025.

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

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

22. Auditors:

M/s V C A N & Co. (FRN: 125172W), Chartered Accountants, Ahmedabad were appointed as a Statutory Auditor of the
Company at the 9^th Annual General Meeting until conclusion of 14^th Annual General Meeting of the members of the Company
The Auditors'' Report for the financial year ended on March 31, 2025 forms part of this Annual Report and the same does not
contain any qualification, reservation or adverse remark. There have been no instances of fraud reported by the Auditors
under Section 143(12) of the Companies Act, 2013

The remarks of Auditor are self-explanatory and have been explained in Notes on Accounts.

23. Deposits:

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

24.Subsidiaries/ Associates/ Jvs:

During the year under review, the Company has incorporated a wholly owned subsidiary named Pratham International
Contracting LLC-OPC on 27th June 2024, in Abu Dhabi, UAE. All necessary statutory approvals, disclosures, and compliances
have been duly completed. The newly incorporated subsidiary shares the same line of business as that of the Company and
has been established with the objective of expanding the Company''s operations across international markets and enhancing
its global footprint.

Further, the Company has disinvested its entire shareholding in its existing subsidiary, Pipe flow Integrity India Private Limited,
as on 03^rd March 2025. The disinvestment was undertaken after obtaining a valuation report, required approvals and all
applicable disclosures and regulatory compliances have been duly adhered to in connection with the said transaction.

The information, pursuant to first proviso to Section 129(3) and rule 5 of Companies (Accounts) Rules, 2014, relating to the
financial statement of subsidiaries/ associate companies/ joint ventures forms part of this report and is given by way of form
AOC-1 in Annexure-C.

The Company has prepared Consolidated Financial Statements of the Company and its associate and is included in the
Annual Report.

Apart from this, the Company has no other Subsidiaries/ Associates/ Jvs.

25. Risks Management Policy:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as
well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact
the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its
cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for
protection of environment, safety of operations and health of people at work and monitored regularly with reference to
statutory regulations and guidelines defined by the Company.

26. Corporate Governance Report:

As per regulation 15(2) of the Listing Regulation, the compliance with the Corporate Governance Provisions shall not apply in
respect of the following class of the Companies:

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

• Listed entity which has listed its specified securities on the SME Exchange.

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

27.Code Of Conduct:

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

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

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

29. Environment And Safety:

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires
conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations
and preservation of natural resources.

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

The Company has in place an Anti-Sexual Harassment Policy, in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company did not
receive any complaint.

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

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

32.Secretarial Standards:

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

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

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

34. Disclosure of Accounting Treatment:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section
133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes
to the Financial Statements.

35. Disclosure of Maintenance of Cost Records:

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

35. Disclosure of Maintenance of Cost Records:

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

36. Dematerialisation of Equity Shares:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN No.
allotted is INE0QA601016.

37. Acknowledgement:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant support and
cooperation. Your Directors also place on record their grateful appreciation and cooperation received from Bankers, Financial
Institutions, Government Agencies and employees of the Company.

For and on behalf of the Board,

Mr. Pratikkumar M. Vekariya Mr. Nayankumar M. Pansuriya

Managing Director ^Wholetime Doctor-

DIN:06951893 ^{DIN: 06951820}

Ms. Palak Sharma Yogesh Joglekar

Place: Ahmedabad SE"

Date: 29/08/2025

---

Mar 31, 2024

Your Directors are pleasured to present the 10^th ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2023-24 ended 31^st March, 2024.

1. Financial Results:

(Rs in T akh)

	Standalone		Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Operating Profit (Before Interest & Depreciation)	1657.40	1181.46	1657.45	1182.78
Less: Finance Cost	189.82	72.88	189.82	72.88
Profit before Depreciation	1467.58	1108.58	1467.63	1109.91
Less: Depreciation and amortization expenses	116.89	91.54	123.07	91.54
Profit before Tax	1350.69	1017.04	1344.56	1018.37
Less: Current Tax	352.00	247.56	351.70	247.56
Less/(Add): Deferred Tax Liability/(Asset)	2.36	5.35	4.15	5.35
Less/ (Add): Short provision of earlier years	(8.40)		(8.40)
Profit after Tax	1004.72	764.12	997.10	765.46

There are no material changes and commitment affecting the financial position of the Company which have occurred between 1^st April, 2024 and date of this report.

2. Dividend:

With a view to conserve the resources, the Board of Directors has not recommended

any dividend on the Equity Shares for the year under review.

3. Operations:

Standalone

For the year ended March 31, 2024 the Company''s total revenue stood at Rs. 6883.40 lakh indicating 37.10% increase from that of FY 2022 - 23.

Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) for the year was increased from Rs. 1181.46 lakhs and reached to Rs. 1657.40 Lakhs indicating increase of 40.28%. This reflects a robust operational performance and every increasing growth of the Company.

Further, EPS also increased from Rs. 5.90 to Rs. 7.61 registering the growth of 28.98% even after increase in capital during the financial year.

Consolidated

For the year ended March 31, 2024 the Company''s total revenue stood at Rs. 6955.34 lakh indicating 38.54% increase from that of FY 2022 - 23.

Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) for the year was increased from Rs. 1182.78 lakhs and reached to Rs. 1657.45 Lakhs indicating increase of 40.13% This reflects a robust operational performance and every increasing growth of the Company.

Further, EPS also increased from Rs. 5.90 to Rs. 7.56 registering the growth of 28.13% even after increase in capital during the financial year.

4. Reserves:

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

5. Share Capital Of The Company:

5.1 INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY

The Authorized Equity Share Capital of the Company has been increased to Rs. 20,00,00,000 divided into 2,00,00,000 Equity Shares of Rs. 10 each. This increase was approved through the necessary resolution passed at the Extra Ordinary General Meeting held on July 7, 2023, in accordance with the provisions of the Companies Act, 2013.

5.2 INCREASE IN PAIDUP CAPITAL OF THE COMPANY

(A) Bonus Issue Of Equity Shares In Proportion Of 15:1

The Company has issued Bonus Shares in the ratio of 15 Equity Shares of Rs. 10/-each for every 1 existing Equity Share of Rs. 10/- each held after passing the necessary resolution at the Extra Ordinary General Meeting held on 7^th July, 2023.

(B) Initial Public Offer

During the financial year under report, the Company came out with an Initial Public Offer of 48,00,000 Equity Shares of the Face Value of Rs. 10 each at an issue price of Rs. 75/- per share (including premium of Rs. 65/- per share). Your Directors are pleased to inform that the Company attracted record high SME IPO subscription of over 178 times, worth over 4276.43 crores against the issue size of Rs. 36.00 crores. The Company''s Equity Shares are listed on SME Platform of National Stock Exchange of India Limited (NSE Emerge) with effect from March 18, 2024.

6. Conversion Of Company into Public Company:

The Company after considering the expansion of the business activities and looking to the potential opportunities, converted the Company into Public Company after passing the necessary resolution at the Extra Ordinary General Meeting held on 21^st July, 2023. The Company received fresh Certificate of Incorporation consequent upon conversion to Public Limited Company dated 28^th July, 2023.

7. Alteration Of Object Clause Of Memorandum Of Association:

The Company amended the Object Clause of Memorandum of Association in order to bring them in line with the existing activities being undertaken by the Company after passing the necessary resolution at the Extra Ordinary General Meeting held on 13^th September, 2023.

8. Listing on NSE Emerge

The Board of Directors of your Company had, in its meeting held on August 16, 2023 accorded to create, offer, issue and allot equity shares of an aggregate number up to and not exceeding 50,00,000 (Fifty Lakhs Only) Equity Shares at a price as may be decided by the Board of Directors in consultation with Book Running Lead Manager via Initial Public Offer. The Shareholders had accorded their consent for the said issue via Special Resolution passed on September 9, 2024 at their Extra Ordinary General meeting

The Company applied to National Stock Exchange of India Limited ("NSE") for in-

principle approval for listing of its equity shares on the Emerge Platform of the NSE. National Stock Exchange of India Limited had, vide its letter dated February 1, 2024 granted In- Principle Approval to the Company.

The Company had filed Prospectus to the Registrar of the Company, Ahmedabad on March 14, 2024. The Public Issue was opened on March 11, 2024 and closed on March

13, 2024. Anchor Investor Bidding date was March 6, 2024. The Basis of Allotment was finalized by Company, Registrar to the issue and Merchant banker in consultation with the NSE. The Company had applied for listing of its equity shares to NSE and it had granted its approval vide its letter dated March 18, 2024. The trading of equity shares of the Company commenced on March 18, 2024 at Emerge Platform of NSE.

Further The Board of Directors of your company had, in its meeting held on March

14, 2024 allotted 48,00,000 Equity Shares of the Company of face value of Rs. 10/- at an issue price of Rs.75 each including premium of Rs. 65 per share aggregating to Rs. 36,00,00,000/- (Rupees Thirty Six Crores only).

9. Utilisation of IPO Proceeds:

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

Sr. No.	Original Object			Original			Funds utilized
				Allocation			upto 31st March, 2024
1.	Working Capital			15.15			13.11
2.	Purchase of Machinery/		8.84			-
	Equipment
3.	Issue Expense			3.19			3.17
4.	General Corporate Purpose			8.82			2.66
	Total		36.00			18.94

10. Directors & Key Managerial Personnel:

The Company has following KMP and board of directors as at 31/03/2024:

Sr.			Date of
No	Name	Designation	Appointment
1	Pratikkumar Maganlal Vekariya	Managing Director*	27/10/2014
2	Nayankumar Manubhai Pansuriya	Whole-time
		Director#	27/10/2014
3	Abhaya Pada Sarangi	Director	28/04/2023
4	Garima Rajput	Director	06/06/2023
5	Mehul Nanjibhai Thummar	Director	23/06/2023
6	Yogesh Vasantbhai Joglekar	CFO	06/06/2023
7	Bhavasthi Rahul Mehta	Company Secretary	01/08/2023

* Change in Designation from Director to Chairman & Managing Director w.e.f. 16^th August, 2023

# Change in Designation from Director to Whole Time Director w.e.f. 16^th August, 2023

During the year Mr. Abhaya Pada Sarangi (DIN 10139592), Mr. Mehul Nanjibhai Thummar (DIN: 10211744) and Mrs. Garima Rajput (DIN: 10192459) were appointed on the board of directors of the company.

Mr. Yogesh Vasantbhai Joglekar was appointed as Chief Executive Officer and Ms Bhavasthi Rahul Mehta was appointed as Company Secretary and Compliance officer of the company.

None of the director has resigned during the year under review.

Retirement by Rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mr. Nayankumar M. Pansuriya will retire by rotation at this Annual General Meeting of the Company and being eligible, offers himself for reappointment. The Board recommends his appointment.

Evaluation of the Board''s Performance:

During the financial year under report, exercise of evaluation was carried out through a structured evaluation process covering various aspects of the Board''s functioning such as composition of the Board & Committee(s), experience & competencies, performance of specific duties & obligations, governance etc. Separate exercise was carried out to evaluate the performance of each individual Director including the Board''s Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgments, safeguarding of minority shareholders'' interest etc. The evaluation of the Independent Directors was carried out by the entire Board excluding Independent Directors and that of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors were satisfied with the evaluation

results, which reflected the overall engagement of the Board and its Committees with the Company. This may be considered as a statement under provisions of Section 134(3)(p) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014. The Board of your Company is composed with proper number of Executive and Non - Executive Directors.

Statement of Declaration given by Independent Directors

The Company has received necessary declaration of independence from all Independent Directors of the Company, under Section 149(7) of the Act, that he/ she meets the criteria of Independent Directors envisaged in Section 149(6) of the Act and rules made thereunder and SEBI (LODR) Regulations, 2015 and is not disqualified from continuing as Independent Directors. The Independent Directors have also confirmed that they have registered themselves with the Independent Director''s Database maintained by the Indian Institute of Corporate Affairs. Further Company has also received statements from all the Independent Directors that they have complied with Code of Conduct for Independent Directors prescribed in Schedule IV of the act and also statement on compliance of code of conduct for Directors and Senior Management Personnel formulated by Company.

11. Managerial Remuneration:

The overall Managerial Remuneration provided during the year is as per the limit as prescribed in Section 197 read with Schedule V of the companies Act, 2013

12. Number of Meetings of Board of Directors

The Board of Directors duly met 23 times during the financial year under review on:

Sr. No.	Date		No. of directors entitled to attend the meeting			No. of Directors attended the meeting
1	17/04/2023			2		2
2	27/04/2023			2		2
3	24/05/2023			3		3
4	26/05/2023			3		2
5	06/06/2023			4		4
6	20/06/2023			4		4
7	30/06/2023			5		5
8	05/07/2023		5		5
9	19/07/2023			5		5
10	01/08/2023			5		5
11	09/08/2023			5		4

12	16/08/2023			5		5
13	01/09/2023			5		4
14	12/09/2023			5		5
15	18/09/2023			5		5
16	26/09/2023		5		5
17	22/11/2023			5		4
18	26/12/2023			5		5
19	31/01/2024			5		5
20	23/02/2024			5		5
21	24/02/2024			5		5
22	14/03/2024			5		5
23	22/03/2024			5		4

13. Directors'' Responsibility Statement:

Pursuant to the requirement of Section 134(3(c) read with section 134(5) of the Companies Act, 2013, it is hereby confirmed:

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

(ii) that the Directors had 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 at 31^st March, 2024 being end of the financial year 2023-24 and of the profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for 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) that the Directors had prepared the annual accounts on a going concern basis.

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

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

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

14. Internal Financial Control And Its Adequacy:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

15. Remuneration Policy:

The Company follows a policy on remuneration of Directors and Senior Management Employees. The policy has been approved by the Nomination & Remuneration Committee and the Board. The policy on Remuneration of Directors, Key Managerial Personnel and Senior Employees can be accessed on website of the Company.

Brief profile of the Directors being appointed /re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings are provided in the Notice for the forthcoming AGM of the Company.

16. Management Discussion And Analysis Report

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report as Annexure D

17. Personnel And H. R. D.:

INDUSTRIAL RELATIONS:

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D.

The number of Employees of the Company is 393. The relationship between average increase in remuneration and Company''s performance is as per the appropriate

performance benchmarks and reflects short and long term performance objectives appropriate to the working of the Company and its goals.

18. Particulars of Employees:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.

The ratio of the remuneration of each director to the median of employees'' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-G

19. Related Party Transaction :

Details of Related Party Transactions covered under the provisions of Section 188 of the Companies Act, 2013 is given in the notes No. 32 to the Financial Statements attached to the Directors'' Report.

The transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any transactions with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions. Form AOC-2 containing the details of the related party transaction details is enclosed here as Annexure-B

20. Details of Loans, Guarantees, Investment & Securities Provided:

During the year under review, the company has given loan to Pipeflow Integrity Private Limited which can be reviewed in note no. 21 to the financial statement and the company has increased its investment in Pipeflow Integrity Private Limited from 75000 equity shares to 78000 equity shares in compliance with the provisions of section 186 of the Companies Act, 2013 which can be viewed in note no. 14 of the Financial Statements attached to the Directors'' Report. However, no guarantee is provided under section 186 of the Companies Act, 2013.

21. Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo:

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

22. Corporate Social Responsibility (CSR):

As per Section 135(9) of the Companies Act, 2013 if the amount to be spent by a company under section 135(5) of the Companies Act, 2013 does not Rs. 50.00 lakh, then the requirement under 135(1) of the Companies Act, 2013 for constitution of the Corporate Social Responsibility Committee is not be applicable and the functions of such CSR Committee as provided under section 135 of the Companies Act, 2013 shall, be discharged by the Board of Directors the Company. Accordingly, the functions as entrusted under section 135(3) of the Companies Act, 2013 have been discharged by the Board of directors of the company.

The Company was required to spend Rs. 11.59 Lakh towards CSR during the year 2023-24 and that the company has spent the amounts of Rs 11.75 Lakh towards compliance with the CSR.

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

23. Secretarial Auditor and their Report:

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Viral A. Garachh, Practicing Company Secretaries, Ahmedabad to conduct the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report is annexed herewith as Annexure - F to this Report.

24. Annual Return:

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

25. Audit Committee:

The Board of Directors has constituted Audit Committee consisting of the following:

1. Ms. Garima Rajput Chairman

2. Mr. Abhaya P. Sarangi Member

3. Mr. Pratikkumar M. Vekariya Member

26. Vigil Mechanism:

The company has a whistle blower policy and has established the necessary Vigil Mechanism in confirmation with section 177(9) of the companies Act, 2013 for effective and smooth functioning of Company. All the Board Members and Senior Management personnel have affirmed compliance with the policy of Vigil Mechanism.

27. Nomination And Remuneration Committee:

The Company has also set up a Remuneration Committee of Directors, consisting of:

1. Ms. Garima Rajput Chairman

2. Mr. Abhaya P. Sarangi Member

3. Mr. Mehul N. Thummar Member

The Committee identifies and ascertains the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.

The Committee fixes remuneration of the Directors on the basis of their performance and also practice in the industry. The terms of reference of the Nomination & Remuneration Committee include review and recommendation to the Board of Directors of the remuneration paid to the Directors. The Committee meets as and when required to consider remuneration of Directors.

28. Stakeholders'' Relationship Committee:

The Board has constituted a Stakeholders'' Relationship Committee for the purpose of effective Redressal of the complaints and concerns of the shareholders and other stakeholders of the Company.

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

1. Mr. Abhaya P. Sarangi Chairman

2. Ms. Garima Rajput Member

3. Mr. Nayankumar M. Pansuriya Member

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

Ms. Bhavasthi Mehta, Company Secretary is the Compliance Officer for the above purpose.

29. Auditors:

M/s V C A N & Co. (FRN: 125172W), Chartered Accountants, Ahmedabad were appointed as a Statutory Auditor of the Company at the 9^th Annual General Meeting until conclusion of 14^th Annual General Meeting of the members of the Company The Auditors'' Report for the financial year ended on March 31, 2024 forms part of this Annual Report and the same does not contain any qualification, reservation or adverse remark. There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013

The remarks of Auditor are self-explanatory and have been explained in Notes on Accounts.

30. Deposits:

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

31. Subsidiaries/ Associates/ Jvs:

Pipeflow Integrity India Private Limited is subsidiary Company of Pratham EPC Projects Limited.

The information, pursuant to first proviso to Section 129(3) and rule 5 of Companies (Accounts) Rules, 2014, relating to the financial statement of subsidiaries/ associate companies/ joint ventures forms part of this report and is given by way of form AOC-1 in Annexure-C.

The Company has prepared Consolidated Financial Statements of the Company and its associate and is included in the Annual Report.

Apart from this, the Company has no other Subsidiaries/ Associates/ Jvs.

32. Risks Management Policy:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the

objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines defined by the Company.

33. Corporate Governance Report:

As per regulation 15(2) of the Listing Regulation, the compliance with the Corporate Governance Provisions shall not apply in respect of the following class of the Companies:

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

• Listed entity which has listed its specified securities on the SME Exchange.

Since, during the period under the review (i.e. FY 2023-24), our company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2023-2024.

34. Code of Conduct:

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

35. Significant and Material Orders Passed by the Regulators or Courts or Tribunals:

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

36. Environment And Safety:

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

37. Disclosures under Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013:

The Company has in place an Anti Sexual Harassment Policy, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company did not receive any complaint.

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

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

39. Secretarial Standards:

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

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

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

41. Disclosure of Accounting Treatment:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

42. Disclosure of Maintenance of Cost Records:

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

43. Dematerialisation of Equity Shares:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN No. allotted is INE0QA601016.

44. Acknowledgement:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant support and co-operation. Your Directors also place on record their grateful appreciation and co-operation received from Bankers, Financial Institutions, Government Agencies and employees of the Company.

For and on behalf of the Board,

Mr. Pratikkumar M. Vekariya Mr. Nayankumar M. Pansuriya

Chairman & Managing Director Whole Time Director

DIN: 06951893 DIN: 06951820

Place: Ahmedabad Date: 30/08/2024