Dear Members/ Shareholders,

Your Directors are pleasured to present the 12^th ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 25-26 ended 31^st March, 2026

1. Financial Results:

(Rs In Lakhs)

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:

For the financial year ended March 31, 2026, the Company's Revenue from Operations stood at ^8,821.83 lakhs. The operational revenue during the year was impacted due to rates effected in certain contracts of the Company executed during the period. The overall financial performance during the year also reflected the prevailing cost environment and the nature of project execution undertaken during the period. The management expects these factors to be temporary in nature and anticipates improved revenue realization and profitability through the execution of ongoing projects and better contract realizations in the ensuing financial year.

The Company's EBITDA for the year stood at ^722.08 lakhs and Earnings Per Share (EPS) for FY 2025-26 is Rs0.85. Despite challenging market conditions, the Company continued to focus on efficient project execution, operational discipline and cost management.

The outlook for the pipeline laying and infrastructure sector in India remains encouraging, supported by continued Government focus on water supply, irrigation, sewage management, city gas distribution and other infrastructure development projects. With a strong emphasis on infrastructure creation across the country, the Company remains optimistic about future growth opportunities and expects improved business performance in the coming years.

Consolidated

For the financial year ended March 31, 2026, the Company's consolidated Revenue from Operations stood at ^14,022.23 lakhs. The Company continued to execute its projects efficiently while maintaining its focus on operational excellence, quality delivery and customer satisfaction.

The consolidated Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) for the year stood at ^1,448.80 lakhs. The Company continued to strengthen its business presence through the receipt of contracts in foreign markets, reflecting its growing capabilities and expanding market reach. The consolidated Earnings Per Share (EPS) for FY 2025-26 stood at Rs3.38.

The Company remains optimistic about its future growth prospects, supported by a healthy project pipeline and continued opportunities in the infrastructure sector. The Company is also actively exploring opportunities in international markets and has made encouraging progress in expanding its presence beyond India. Through its technical capabilities, execution expertise and commitment to quality, the Company is well positioned to pursue suitable overseas projects and strengthen its global business prospects. The management expects improved operational and financial performance in the coming years through efficient project execution, expansion into foreign markets and the development of new business opportunities.

4. Reserves:

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

5. Share Capital Of The Company:

5.1 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.

5.2 Increase in Paid-Up Capital of the Company

During the year, the Company has increased its paid-up capital by raising funds through a preferential allotment of 4,52,489 equity shares of Rs10/- each at a price of Rs221 per share including a premium of Rs211. The paid-up share capital of the company is increase from ^17,76,00,000 to ^18,21,24,890

The allotment and all post-issue formalities are completed and 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.

6. Utilisation of IPO Proceeds:

6.1 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 Lakhs)

6.2 The company raised funds of Rs 1000 lakhs through preferential issue. The gross proceeds of preferential issue have been utilized in the manner as proposed, the details of which are as under:

(Rs. In Lakhs)

7. Directors & Key Managerial Personnel:

The Company has following KMP and board of directors as at 31/03/2026:

No director resigned during the year under review.

8. Retirement by Rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mr. Nayankumar Manubhai Pansuriya 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.

9. 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.

10. 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 in compliance with 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:

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, 2026 being end of the financial year 2025-2026 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. 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

17. 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

18. 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 222 as at 31.03.2026 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.

19. Related Party Transaction:

During the financial year 2025-26, the Company complied with the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, relating to Related Party Transactions. During the year under review, no material related party transaction was entered into by the Company.

For FY 2025-26, related party transaction details under Section 188 of the Companies Act, 2013 are disclosed in Note 37 of the Financial Statements, and Form AOC-2 is attached as Annexure-B to the Directors' Report.

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

During the year under review, the Company has extended a loan as well as given guarantee to Pratham International ContractingLLC-OPC (wholly-owned subsidiary) in compliance with the provisions of Section 186 of the Companies Act, 2013. The details of this loan are disclosed in Note No. 15, 32 and 38 to the Financial Statements.

However during the year under review the company has not done investment in any other company covered under section 186.

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 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.

During the year the Company was required to spend Rs. 27.79 Lakh towards CSR of which the company has spent the amounts of Rs 23.06 Lakh and the balance amount of Rs 4.73 Lakhs shall be transferred to the funds provided in schedule VII of the Companies Act, 2013.

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 2025-2026. 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:

The Audit Committee duly met 4 times during the financial year under review on 29/05/2025, 30/09/2025, 21/11/2025, 30/03/2026.

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:

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 30/03/2026.

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:

The Stakeholders' Relationship Committee duly met 1 time during the financial year under review on 27/03/2026.

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

Ms Palak Sharma was 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, 2026 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 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:

Pratham International Contracting LLC-OPC is a wholly owned subsidiary of the Company, incorporated in Abu Dhabi, United Arab Emirates. The Company continues to pursue suitable opportunities in overseas markets and further enhance its international business operations.

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 2025-26), 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 2025-2026.

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. The Company has certain disputed statutory dues under appeal aggregating 12.63 Lakhs (Income Tax, GST and Service Tax matters), details of which are disclosed under Contingent Liabilities in the notes to the financial statements; none of these constitute a significant/material order for the purposes of this disclosure.

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 sub-section (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.