డైరెక్టర్ల నివేదిక Pranav Constructions Ltd.

2. State of the company’s affairs and review of
business operations and future prospects
Initial Public Offering (IPO):

The Board of Directors had approved the
proposal to undertake an Initial Public Offering
("IPO”) of the equity shares of the Company
to raise funds towards (i) funding a part of the
costs relating to obtaining government and
statutory approvals and purchase of additional
FSI in relation to certain of the Company''s
under-construction redevelopment projects and
upcoming redevelopment projects; (ii) repayment
and/or pre-payment, in full or in part, of certain
outstanding borrowings availed by the Company;
and (iii) funding future redevelopment projects
and general corporate purposes.

Pursuant thereto, the Company filed its Draft Red
Herring Prospectus ("DRHP”) with the Securities
and Exchange Board of India ("SEBI”) on 28^th
February, 2025 in accordance with the provisions
of the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018. The Company
subsequently received in-principle approvals
from BSE Limited ("BSE”) and the National Stock
Exchange of India Limited ("NSE”) on 28^th May,

2025 and SEBI observations on 17^th July, 2025.

Thereafter, the Company filed an Updated Draft
Red Herring Prospectus ("UDRHP”) incorporating
the financial information for the period ended 30^th
June, 2025 on 28^th August, 2025 and received
SEBI''s approval on 15^th September, 2025.

On 7^th April, 2026, SEBI granted a one-time
relaxation extending the validity of Observation
Letters expiring between 1^st April, 2026 and
30^th September, 2026 up to 30^th September,
2026; subject to compliance with the prescribed
regulatory requirements.

As the earlier approvals of the Board of Directors
and the shareholders of the Company for the
proposed IPO had lapsed upon expiry of their
validity period, fresh approvals were obtained
at the respective meetings of the Board of
Directors and the shareholders held on 1^st June,

2026 for undertaking the IPO comprising a fresh
issue of equity shares of face value of C10 each
aggregating up to C3,370 million and an offer for
sale of up to 2,856,869 equity shares of face value
of C10 each.

The proposed IPO is subject to receipt of the
requisite statutory and regulatory approvals,

market conditions, and such other approvals as
may be required. The Company shall proceed with
the IPO in consultation with the Book Running
Lead Managers and other intermediaries at an
appropriate time.

Standalone Financial Results:

During the year under review, the Company
recorded a total income of C7,639.25 million,
as against ?6,382.33 million in the previous
financial year, reflecting a healthy year-on-
year growth. The income primarily comprises
revenue generated from the Company''s core
business of redevelopment of Co-operative
Housing Societies.

The Profit After Tax (PAT) for the current year
is recorded at C713.31 million, an increase of
14.57% compared to the profit of C622.62 million
recorded in the previous year. This improvement
in profitability reflects the company''s continued
focus on operational excellence, efficient
execution and value creation for its stakeholders.
Consequently, the Company''s Earnings Per Share
increased to C8.18 for the current financial year
from C7.22 in the previous financial year.

Consolidated Financial Results:

During the year under review, the Company
recorded a total income of C7,639.25 million, as
against C6,382.43 million in the previous financial
year. The Company reported a Profit After Tax
(PAT) of C713.24 million, compared to C622.54
million in the previous financial year, registering
a growth of 14.57%. The improved financial
performance reflects the Company''s continued
focus on operational efficiency, disciplined
execution, and sustainable value creation for
its stakeholders.

The Company remains optimistic about its future
growth prospects. It continues to explore new
opportunities for expansion while strengthening
its core business operations. Supported by a
robust order book, a strong project pipeline, and
a sound financial position, the Company is well-
equipped to sustain its growth momentum and
create long-term value for all its stakeholders.

Pursuant to the provisions of Section 129(3) of the
Companies Act, 2013, the Consolidated Financial
Statements of the Company, together with the
financial statements of its subsidiary companies,
form an integral part of this Annual Report. The
Consolidated Financial Statements have been

prepared in accordance with the applicable Indian
Accounting Standards (Ind AS) prescribed under
Section 133 of the Companies Act, 2013, read with
the Companies (Indian Accounting Standards)
Rules, 2015, as amended, and other applicable
accounting principles generally accepted in India

State of the Company’s Affairs:

Pranav Constructions Limited (formerly known as
Pranav Constructions Private Limited) is among
the leading real estate redevelopment companies
based in Mumbai, particularly focusing on
redevelopment projects in the Western Suburbs
of Mumbai city. The company specializes in
delivering Economical, Mid, and Mass, and
Aspirational homes, working primarily through
redevelopment agreements with Co-operative
Housing Societies. The asset-light business
model under which company operates enables
the Company to operate efficiently, maximizing
capital usage while maintaining strong project
delivery capabilities.

Business Operations

The Company has a proven track record of
successfully completing projects within set
timelines, enhancing its reputation as a reliable
and trusted brand in the Western Suburbs of
Mumbai. This reputation is key to the Company''s
strong brand recall, helping to build further
trust and attract new business. The Company''s
strategic focus on the MCGM region (Municipal
Corporation of Greater Mumbai) aligns with its
goal to continue leveraging the ''PCPL'' brand for
future growth.

Strategic Strengths

Key strengths of the Company include:

Asset-Light Model: The Company maintains
capital efficiency by entering into redevelopment
agreements with housing societies which
reduces the initial financial outlay as compared
to acquisition of land, thereby allowing for
higher scalability.

Stakeholder and Customer Management: The

Company prides itself on being customer-centric,
working with trusted suppliers, and fostering
strong relationships with stakeholders.

Experienced Leadership and Management:

Led by the Chairman and Managing Director
Mr. Pranav Kiran Ashar, who has over 23 years

of experience in the real estate sector, and the
Whole-time Director Mr. Ravi Ramalingam,
with over 18 years of expertise in finance and
accountancy, the Company is well-positioned to
capitalize on its strategic initiatives. Additionally,
the Company is supported by a highly qualified
management team with experience in operations,
design and development, finance, engineering,
marketing, legal, sales and other key areas.

Sustainability Initiatives

The real estate industry is evolving with an
increasing focus on environmentally friendly
solutions, and the Company is taking active
steps to incorporate sustainable practices in its
redevelopment projects. These include:

Green Buildings: The Company incorporates
energy-efficient designs and uses sustainable
materials in its redevelopment projects such
as using low VOC materials and paints with
low emission, using locally available building
construction materials, etc., which helps in
reducing the carbon footprint of the Company.
Also, the Company is pursuing green building
certification for its redevelopment projects,
ensuring adherence to green standards.

Waste Management: The Company has adopted
certain waste management strategies which aims
at reducing and managing waste at project sites.
This includes re-using broken bricks and blocks
for waterproofing, use of materials with recycled
content and a dedicated waste management plan
for effective disposal.

Recognition for E-Waste Recycling: The

Company continues to remain committed
to sustainable environmental practices. In
Fiscal 2025, the Company was recognized by
THRECO for its eco-friendly e-waste recycling
initiatives, reflecting its ongoing focus on
environmental stewardship.

Market Position and Future Plans

The Company continues to position itself as one
of the leaders in the redevelopment segment
of MCGM region, with under-construction and
upcoming redevelopment projects designed
to meet modern customer demands while
aligning with industry trends towards sustainable
construction. The Company''s strong leadership
and its ability to anticipate market needs provides

a solid foundation to the Company for growth
and expansion in the Mumbai real estate market.

The Company''s commitment to sustainable
business practices and timely project execution
positions it well for continued success in the
redevelopment segment of MCGM region.

3. Change in the nature of business, if any

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

4. The amount, if any, which the board
recommends should be paid by way of
dividend

The Board of Directors strongly believes that the
current market scenario would offer attractive
business development opportunities in the
real estate sector and reinvesting the capital in
such opportunities would create more wealth
and value for the shareholders in the long term.
Accordingly, with a view to creating long-term
economic value, the Board of Directors have not
recommended any dividend for the year ended
31^st March, 2026.

The Board has adopted a Dividend Distribution
Policy which sets out the parameters in
determining the payment /distribution of
dividend. The details of Dividend Distribution
Policy is available on the Company''s website at
https://www.pranavconstructions.com/investor-
corner/corporate-governance.

5. Transfer of unclaimed dividend to investor
education and protection fund

During the year under review, the Company did
not have any funds lying unpaid or unclaimed for
a period of seven (7) years. Therefore, there were
no funds which were required to be transferred
to the Investor Education and Protection Fund
(IEPF). Hence, the provisions of Section 125 of
the Companies Act, 2013 do not apply.

6. The amounts, if any, which the board
proposes to carry to any reserves

The Board of Directors have not proposed to
transfer any amount to any reserves. Therefore,
entire profits of C713.31 million earned during
FY 2025-26 have been retained in the Statement
of Profit and Loss Account.

7. Directors and Key Managerial PersonnelComposition of the Board:

The composition of the Board has an
optimum combination of executive and non¬
executive directors.

The composition of the Board is in conformity with
Regulation 17 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

There were 10 (Ten) Directors on the Board of the
Company as on the date of this Report. The Board
of Directors comprises of 4 (Four) Executive
Directors and 6 (Six) Non-Executive Directors
out of which 5 (Five) are Independent Directors
and 1 (One) is a Non-Independent Director. The
Company has one Non-Executive Independent
Woman Director on the Board of the Company.
The Board is headed by Mr. Pranav Kiran Ashar,
Executive Director, Chairperson & Managing
Director of the Company. Further, details on the
composition of the Board has been provided in
the Corporate Governance Report annexed as
Annexure IX of this report.

The Corporate Governance Report is voluntarily
adopted by the company.

The Directors of the Company are highly
experienced and hold expertise in their
respective fields of technical, finance, strategic
and operational management and administration.
None of them are disqualified under Section
164(2)(a) and (b) of the Companies Act, 2013.

None of the Directors on the Board holds
directorships in more than 10 public companies.
None of the Independent Directors serves
as an Independent Director on more than 7
listed entities. Necessary disclosures regarding
Committee positions in other public companies
as on 31^st March, 2026 have been made by the
Directors. None of the Directors are related to
each other.

As on 31^st March, 2026, the Board of our Company
consists of following members:

1. Mr. Pranav Kiran Ashar - Chairman &
Managing Director

2. Mr. Ravi Ramalingam - Whole-time Director

3. Mr. Suneet J Desai - Whole-time Director

4. Mr. Ninad N Patkar - Whole-time Director

5. Mr. Pritesh Patangia - Non-Executive Director

6. Mr. Harish Gopinath Kale -

Independent Director

7. Mr. Gautam Gulabchand Parekh -

Independent Director

8. Ms. Nina Pradip Kapasi - Independent Director

9. Mr. Nihar Niranjan Jambusaria -

Independent Director

10. Mr. Sreedhar Muppala - Independent Director

Key Managerial Personnel

In terms of Section 203 of the Act, following

are the Key Managerial Personnel (KMP) of the

Company as on 31^st March, 2026:

1. Ms. Ritu Jain - Company Secretary and
Compliance Officer

2. Mr. Dilkhush Motilal Malesha - Chief
Financial Officer

3. Mr. Akshay Prem Kripalani - Chief Sales and
Marketing Officer

Retire by Rotation:

• As per the provisions of the Companies Act,
2013, Mr. Ravi Ramalingam (DIN: 08752000)
as Whole Time Director of the Company who
has held office for the longest period since his
last appointment, is liable to retire by rotation
at the ensuing Annual General Meeting of the
Company and being eligible offer himself
for re-appointment. The Nomination and
Remuneration Committee and the Board
recommend his re-appointment as the
Whole-time Director of the Company.

• As per provisions of the Companies Act,
2013, Mr. Pritesh Patangia (DIN: 00807664)
as Director (Non-Executive) of the Company,
who has held office for the longest period since
his appointment, is liable to retire by rotation
at the ensuing Annual General Meeting of the
Company and being eligible offers himself
for re-appointment. The Nomination and
Remuneration Committee and the Board
recommends his re-appointment as the
Director of the Company.

Profile and other information of the Director
to be reappointed, as required under
Regulation 36 of the Listing Regulations
and Secretarial Standards - 2 forms part of
the notice convening the ensuing Annual
General Meeting.

8. Declaration of independence under sub¬
section (6) of section 149 of the companies
act, 2013

The Company has received necessary declaration
from Independent Directors of the Company
stating that:

(i) they meet the criteria of independence as
provided in Section 149(6) of the Act and
Regulation 16(1) (b) and Regulation 25(8)
of the Securities and Exchange Board of
India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI
Listing Regulations”); and

(ii) as required vide Rule 6 (1) & (2) of the
Companies (Appointment and Qualifications
of Directors) Rules, 2014 they have registered
their names in the Independent Directors''
Databank maintained by the Indian Institute
of Corporate Affairs.

(iii) Also, confirm that he/she is not aware of
any circumstances or situations, which exist
or may be reasonably anticipated, that
could impair or impact his/ her ability to
discharge his/ her duties with an objective
of independent judgment and without
any external influence and that he/she is
independent of the management.

Based on the declarations received from
the Directors, the Board confirms that the
Independent Directors meet the criteria of
independence as prescribed under Section 149(6)
of the Companies Act, 2013 and are independent
of the management.

9. Meeting of independent directors

In accordance with the provisions of the
Companies Act, 2013, a separate meeting of
the Independent Directors of the Company for
FY 2025-26 was held on 17^th February, 2026.

10. A statement regarding opinion of the
board with regard to integrity, expertise
and experience (including the proficiency)
of the independent directors appointed
during the year

The Directors of the Company are compliant
with the provisions of Rule 6 of the Companies
(Appointment and Qualification of Directors)
Rules, 2014, as applicable.

Further, the Independent Directors had also
confirmed that they had complied with the
Company''s code of conduct.

11. Board evaluation

The Nomination and Remuneration Committee
and the Board have laid down the manner in which
formal annual evaluation of the performance of
the Board, Committees and Individual Directors
must be made. All Directors responded through
a structured questionnaire giving feedback about
the performance of the Board, its Committees
and Individual Directors.

The Board performance evaluation inputs,
including areas of improvement for the Directors,
Board processes and related issues for enhanced
Board effectiveness were discussed in the
meetings of the Independent Directors (17^th
February, 2026), Nomination and Remuneration
Committee (1^st June, 2026) and the Board of
Directors (1^st June, 2026).

12. Vigil Mechanism Policy

The Company has a Vigil Mechanism Policy/
Whistle Blower Policy in place and aligns with
the requirements under the provisions of Section
177 (9) and (10) of the Companies Act, 2013. This
Policy provides for adequate safeguards against
victimization of persons who complain under
the mechanism and provides for direct access
to the Chairperson of the Audit Committee. The
Audit Committee of the Company oversees the
functioning of the Vigil Mechanism framework.

During the financial year under review, no
complaints or alerts were received from any of the
stakeholders that are reportable to the Chairman
of the Audit Committee.

The Vigil Mechanism Policy/Whistle Blower Policy
is available on the Company''s website https://
www.pranavconstructions.com/investor-corner/
corporate-governance.

13. Number of Board meetings

Notice for every Board Meeting was prepared and
circulated in advance to the Directors. During the
year, ten (10) Board Meetings were duly convened
and held, the details of which are enclosed as
Annexure - I. The intervening gap between the
Board Meetings were within the period prescribed
under the Companies Act, 2013.

Further, the dates of the Board meeting and the
attendance of the Directors at the said meetings
are provided in the Corporate Governance Report
annexed as Annexure IX, which forms part of this
Annual Report.

The Company is in compliance with the mandatory
secretarial standards issued by the Institute of
Company Secretaries of India.

14. Nomination and Remuneration Policy

For the purpose of selection of any Directors, Key
Managerial Personnel and Senior Management
Employees, the Nomination & Remuneration
Committee identifies persons of integrity who
possess relevant expertise, experience and
leadership qualities required for the position.
The Committee also ensures that the incumbent
fulfills such other criteria with regard to age
and other qualifications as laid down under
the Companies Act, 2013 or other applicable
laws. The Board has, on the recommendation
of the Nomination & Remuneration Committee
framed a Nomination cum Remuneration policy
for selection, appointment and remuneration of
Directors, Key Managerial Personnel & Senior
Management Employees. The Nomination cum
Remuneration Policy of the Company is available
on the website of the Company at https://www.
pranavconstructions.com/investor-corner/
corporate-governance.

Kindly refer section on Corporate Governance
for matters relating to constitution, meetings,
functions of the Committee; and the remuneration
policy formulated by this Committee.

15. Committees of the Board

The Company has constituted following
committees of the Board: (a) Audit Committee
(under Section 177 of the Companies Act, 2013);

(b) Nomination and Remuneration Committee
(under Section 178 of the Companies Act, 2013);(c)
Stakeholders'' Relationship Committee (under
Section 178(5) of the Companies Act, 2013),
(d) Corporate Social Responsibility Committee
(under Section 135 of the Companies Act, 2013)
and (e) Committee of Independent Directors.

Further, the details of the Committees are
provided in the Corporate Governance Report
annexed as Annexure IX, which forms part of this
Annual Report.

During the financial year, all recommendations
made by the aforesaid committees were approved
by the Board.

Audit Committee:

The composition of the Audit Committee is
as under:

During the year, eight (8) Audit Committee
Meetings were duly convened and held on

13.05.2025, 29.05.2025, 16.08.2025, 26.08.2025,

27.11.2025, 28.01.2026, 16.02.2026 and

24.03.2026,

Nomination and Remuneration Committee:

The composition of the Nomination and
Remuneration Committee is as under:

During the year, three (3) Nomination and
Remuneration Committee Meetings were duly
convened and held on 13.05.2025, 16.08.2025
and 16.02.2026.

Stakeholders Relationship Committee:

The composition of the Stakeholders'' Relationship
Committee is as under:

During the year, one (1) Stakeholders Relationship
Committee Meetings were duly convened and
held on 16.02.2026.

Corporate Social Responsibility Committee:

The composition of the Corporate Social
Responsibility Committee is as under:

During the year, two (2) Corporate Social
Responsibility Committee Meetings were duly
convened and held on 13.05.2025 and 24.03.2026.

IPO Committee:

The composition of the IPO Committee is
as under:

During the year, four (4) IPO Committee Meeting
was duly convened and held on 26.08.2025,
28.08.2025, 08.09.2025 and 27.11.2025.

Committee of Independent Directors

The composition of Committee of Independent
Directors is as under:

16. Directors’ Responsibility Statement

In accordance with the provisions of Section
134(5) of the Companies Act, 2013, the Board
hereby submits their responsibility statement:

(a) . in the preparation of the Annual Accounts,

the applicable accounting standards have
been followed along with proper explanations
relating to material departures;

(b) . the Directors have selected such accounting

policies and applied them consistently and
made judgments and estimates that are
reasonable and prudent so as to give a true
and fair view of the state of affairs of the
Company at the end of the financial year and
of the profit of the Company for that period;

(c) . the Directors have taken proper and sufficient

care for the maintenance of adequate
accounting records in accordance with the
provisions of the Companies Act, 2013 for
safeguarding the assets of the Company
and for preventing and detecting fraud and
other irregularities;

(d) . the Directors have prepared the Annual

Accounts on a going concern basis;

(e) . the Directors have laid down Internal Financial

Controls to be followed by the Company
and that such Internal Financial Controls are
adequate and operating effectively.

(f) . the Directors have devised proper systems to

ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

17. Capital And Debt Structurea. Authorised Share Capital

As on 31^st March, 2026, the authorised share
capital stood at C119,00,00,000/- (Rupees
One Hundred and Nineteen Crores only)
divided into 11,90,00,000 (Eleven Crores
Ninety Lakhs) Equity Shares of C 10/- (Rupees
Ten only) each.

During the FY 2025-26, the company in the
Extra Ordinary General Meeting held on 24^th
November, 2025, had increased its authorised
share capital from existing C109,00,00,000/-
(Rupees One Hundred and Nine Crores only)
divided into 10,90,00,000 (Ten Crores Ninety
Lakhs) Equity Shares of C 10/- (Rupees Ten

only) each to C119,00,00,000/- (Rupees One
Hundred and Nineteen Crores only) divided
into 11,90,00,000 (Eleven Crores Ninety
Lakhs) Equity Shares of C 10/- (Rupees
Ten only) each, by creation of additional

1,00,00,000 (One Crore) Equity Shares of
C 10/- (Rupees Ten Only) each.

b. Paid-Up Share Capital:

As on 31^st March, 2026, the paid-up share
capital of the Company was C87,17,11,700/-
(Rupees Eighty Seven Crores Seventeen
Lakhs Eleven Thousand Seven Hundred
Only) divided into 8,71,71,170 (Eight Crores
Seventy-One Lakhs Seventy One Thousand
One Hundred and Seventy) Equity Shares of
face value of C10/- (Rupees Ten Only) each.

c. Buy Back of Securities

The Company has not bought back any of its
securities during the year under review.

d. Sweat Equity

The Company has not issued any Sweat
Equity Shares during the year under review.

e. Bonus Shares

The Company has not issued any Bonus
Shares during the year under review.

f. Employees Stock Option Plan

The Company has not provided any
Employees Stock Option Scheme to
its employees.

g. Private Placement of Equity Shares

The Company has not issued any Equity
Shares though private placement during the
year under review.

h. Issue of Equity Shares with differential
rights

The company has not issued any equity
shares with differential rights during the year
under review.

i. Issue of warrants

The company has not issued any warrants
during the year under review.

18. Deposits

The Company has not taken any deposits during
the year under review.

19. Particulars of loans, guarantees or
investments made under section 186 of the
companies act, 2013

The particulars of loans, guarantees or investments
made under Section 186 are furnished in Note
No. 15 (Loans), Note No. 44 (Guarantees) and
Note No. 8 (Investments) of the Audited Financial
Statements as on 31^st March, 2026. All loans,
guarantees or investments made under section
186 of the Companies Act, 2013 are within the
prescribed limits authorized by the company and
as per the provisions of the Act.

20. Loan from directors

During the year under review, the Company
repaid the outstanding unsecured loan amounting
to C179.98 million to Mr. Pranav Kiran Ashar,
Managing Director of the company on 31^st May,
2025. Further, the company has not taken any
unsecured loan from any of its directors during
the year. Reference to Note No. 22 of the Audited
Financial Statements for the year ended 31^st
March, 2026.

21. Subsidiaries, Joint Ventures and Associate
Companies

• PCPL Foundation: PCPL Foundation,

a wholly owned subsidiary of Pranav
Constructions Limited (formerly known as
Pranav Constructions Private Limited), was
incorporated on April 7, 2023 under Section
8 of the Companies Act, 2013. During
FY 2025-26, PCPL Foundation continued
its engagement in promoting commerce,
art, science, sports, education, research,

and social welfare activities, with an

emphasis on contributing to broader socio¬
economic development initiatives in line with
its objectives.

• PCPL Infra Private Limited: PCPL Infra

Private Limited, a subsidiary of Pranav
Constructions Limited (formerly known
as Pranav Constructions Private Limited),
was incorporated on January 16, 2024
under the provisions of the Companies Act,
2013. During FY 2025-26, the company
commenced its operations focused on the
development maintenance, and operation
of infrastructure projects and facilities. It
also undertook initial steps to establish itself
as a builder and real estate developer for
infrastructure-related ventures.

Except as disclosed above, the Company does
not have any other subsidiary, joint venture, or
associate company.

In accordance with Section 129 of the Companies
Act, 2013, read with the rules made thereunder,
the Company has prepared a Consolidated
Financial Statements of the Company and all its
Subsidiary Companies, as the case may be, which
is forming part of this Report.

A statement containing salient features of
the financial statements and other necessary
information of the Subsidiaries/Associates/Joint
venture companies in the format prescribed
under Form AOC-1 is included as ‘Annexure II’ to
this Report.

The said Form also highlights the financial
performance of each of the Subsidiaries of
the Company, as included in the Consolidated
Financial Statements of the Company.

The audited financial statements of all the
subsidiaries are available on the website of the
Company at https://www.pranavconstructions.
com/investor-corner/corporate-governance. The
Company will make these documents available to
Members upon their request.

22. Particulars of Contracts or Arrangements
with related parties referred to in sub¬
section (1) of Section 188 of the Companies
Act, 2013

The Company has formulated a policy on related
party transactions which is also available on
the website of the Company at https://www.
pranavconstructions.com/investor-corner/
corporate-governance.

All related party transactions are placed before
the Audit Committee for review and approval.
Prior omnibus approval is obtained for related
party transactions on a yearly basis or as and when
required for transactions which are of repetitive
nature and/ or entered in the ordinary course of
business and are at an arm''s length basis.

During the year under review, the Company
entered into related party transactions as
defined under Section 188 of the Companies
Act, 2013. During the financial year under
review, all the contracts or arrangements with
Related Party are at arm''s length basis and in
ordinary course of business. There have been no
materially significant related party transactions
with our Directors, Key Managerial Personnel
or other designated individuals that could
potentially create conflicts of interest with the
overall interests of the Company. The required
disclosures of transactions with related parties
are set out in Notes to Accounts (Note no.
38) forming part of the Standalone Financial
Statements. The particulars of every contract or
arrangements entered into by the Company with
related parties referred to in Section 188(1) of the
Companies Act, 2013 at arms'' length basis and
in ordinary course of business, as provided under
Section 188(1), in prescribed Form No. AOC-2 is
appended as Annexure - III to this Report.

23. Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings
and Outgo

The information pertaining to the conservation of
energy, technology absorption, foreign exchange
earnings and outgo, as required under Section
134(3)(m) of the Companies Act, 2013 read with
the Rule 8(3) of the Companies (Accounts) Rules,
2014 is provided in Annexure - IV to this Report.

24. Auditors

• Statutory Auditors:

Pursuant to the provisions of Section 139 of
the Companies Act, 2013 and the Companies
(Audit and Auditors) Rules, 2014, M S K A &
Associates, Chartered Accountants, the

Statutory Auditors of the Company have been
appointed for a term of five (5) years in the
Annual General Meeting of the Company held
in 2022 till the conclusion of Annual General
Meeting to be held for the year ending 31^st
March, 2027, on such remuneration, including
out of pocket expenses and other expenses
as may be mutually agreed by and between
the Board of Directors and the Statutory
Auditors .

M/s. M S K A & Associates, Chartered
Accountants (ICAI FRN: [105047W]), who
were appointed as the Statutory Auditors
of the Company at the 19^th Annual General
Meeting held on 30/09/2022 for a term of 5
(Five) consecutive years under Section 139
of the Companies Act, 2013, have converted
from a Partnership Firm to a Limited Liability
Partnership (LLP) under the Limited Liability
Partnership Act, 2008, and are now known

as M/s. M S K A & Associates LLP, Chartered
Accountants (ICAI FRN:105047W/W101187,
LLPIN: ACT-3789), with effect from
13/01/2026.

The aforesaid conversion is purely a change
of constitution of the same audit firm and
does not amount to a change of auditor or
a fresh appointment. The LLP, being the
successor entity, shall continue to hold
office as Statutory Auditor for the remaining
unexpired term of the original appointment,

i.e., up to the conclusion of the 24^th Annual
General Meeting to be held for the financial
year ending 31^st March, 2027.

The Board of Directors of the Company has,
at its meeting held on 24/03/2026, duly noted
the change of constitution of the Statutory
Auditor and has satisfied itself that the LLP
meets all eligibility requirements under
Section 141 of the Companies Act, 2013

• Secretarial Auditor

As required under Section 204 of the
Companies Act, 2013 read with the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014,
the Board of Directors, at its meeting
held on 13^th May, 2025, appointed Mr. S
Lakshminarayanan (Membership No. ACS:
6423 and C. P. No.: 2788), Practicing
Company Secretary, as the Secretarial
Auditor of the Company to conduct the
Secretarial Audit of the Company for
the financial year 2025-26 and issue the
Secretarial Audit Report in accordance with
the Companies Act, 2013. The Secretarial
Audit Report is annexed to this report as
Annexure VI and forms an integral part
hereof. The report does not contain any
qualification, reservation, adverse remark,
disclaimer, or modified opinion.

• Internal Auditor

The Board of Directors, at its meeting held
on 13^th May, 2025, appointed Mr. Rajat Tibra,
Chartered Accountant (Membership No.

ACA 471011), as the Internal Auditor of the
Company for FY 2025-26.

Based on the recommendation of the Audit
Committee at its meeting held on 16^th
February, 2026, the Board of Directors, at
its meeting held on 17^th February, 2026,

approved the appointment of S A A K S H
and Associates LLP, Chartered Accountants
(Firm Registration No. 129640W), as the

Internal Auditors of the Company for the
financial year 2026-27.

• Cost Auditor

The Board of Directors, at its meeting held
on 13^th May, 2025, appointed M/s. V. J. Talati
& Co., Cost Accountants (Registration No.
R00097) as the Cost Auditor of the Company
for FY 2025-26.

25. Explanation or comments on qualifications,
reservations or adverse remarks or
disclaimers made by the auditors and
secretarial auditor in their reports

There were no qualifications, reservations or
adverse remarks made by the Auditors and
Secretarial Auditors in their respective reports.

26. Annual Return

In compliance with the provisions of Section 92(3)
and Section 134(3) (a) of the Companies Act, 2013,
the Annual Return in Form MGT-7 for FY 2025-26,
is made available on the website of the Company
at https://www.pranavconstructions.com.

27. Material changes and commitment (if
any) affecting the financial position of
the company occurred between the end
of financial year to which this financial
statement relates and the date of this
report

Following material changes and commitments
occurred during FY 2025-26 and till the date of
this Report affecting the financial position of
the Company:

Proposal/Re-approval for raising capital through
Initial Public Offering (''IPO'')

i. On 24^th February, 2025, the members
approved a proposal to raise capital through
an initial public offering (IPO) and an offer for
sale. The public issue will consist of a fresh
issue of Equity Shares of face value of C10/-
each up to an aggregate amount of C3,920
million and an Offer for sale of upto 2,856,869
equity shares of face value of C 10/- each
by the Investor Selling Shareholder namely
Biourja India Infra Private Limited.

ii. Further, during the F.Y. 2025-26, the
company in the Extra Ordinary General
Meeting held on 24^th November, 2025 had
increased its authorised share capital from
existing C109,00,00,000/- (Rupees One
Hundred and Nine Crores only) divided into

10.90.00. 000 (Ten Crores Ninety Lakhs)
Equity Shares of C10/- (Rupees Ten only) each
to C119,00,00,000/- (Rupees One Hundred
and Nineteen Crores only) divided into

11.90.00. 000 (Eleven Crores Ninety Lakhs)
Equity Shares of C10/- (Rupees Ten only)
each, by creation of additional 1,00,00,000
(One Crore) Equity Shares of C10/- (Rupees
Ten Only) each.

iii. Further, the members of the company in the
Extra Ordinary General Meeting held on 24^th
March, 2026 accorded their approval for the
approval for overall borrowing limits of the
company as per Section 180 (1) (c) of the
companies act, 2013.

iv. Further, the members of the company in
the Extra Ordinary General Meeting held on
24^th March, 2026 accorded their approval
for the approval for creation of charge on
movable and immovable properties of the
company both present and future, in respect
of borrowing under section 180(1)(a) of the
companies act, 2013.

v. The Company had obtained the approval of
its Board of Directors and the shareholders for
undertaking an initial public offering ("IPO”)
pursuant to a special resolution passed by
the shareholders on 24^th February, 2025.

Pursuant thereto, the Company filed its
Draft Red Herring Prospectus ("DRHP”) with
the Securities and Exchange Board of India
("SEBI”) on 28^th February, 2025 in accordance
with the provisions of the SEBI (Issue of Capital
and Disclosure Requirements) Regulations,
2018. The Company subsequently received
in-principle approvals from BSE Limited
("BSE”) and the National Stock Exchange of
India Limited ("NSE”) on 28^th May, 2025 and
SEBI observations on 17^th July, 2025.

Thereafter, the Company filed an Updated
Draft Red Herring Prospectus ("UDRHP”)
incorporating the financial information for
the period ended 30^th June, 2025 on 28^th

August, 2025 and received SEBI''s approval
on 15^th September, 2025.

On 7^th April, 2026, SEBI granted a one¬
time relaxation extending the validity of
Observation Letters expiring between 1^st
April, 2026 and 30^th September, 2026 up to
30^th September, 2026; subject to compliance
with the prescribed regulatory requirements.

The expiry of the shareholders'' approval
occurred solely due to extraordinary external
circumstances beyond the control of the
Company, including the armed conflict
involving Iran, the resulting geopolitical
uncertainty and the sustained weakness
in domestic and global capital markets. In
view of these prevailing conditions, it was
considered commercially imprudent and
financially unviable to proceed with the
proposed IPO during the validity period
of the earlier approval. Notwithstanding
the foregoing, the Company''s business
fundamentals, financial position and strategic
intent to access the public capital markets
remained unchanged throughout the period.

Accordingly, the Board of Directors, at
its meeting held prior to 1^st June 2026,
recommended obtaining fresh shareholder
approval for the proposed IPO. Thereafter,
the Board of Directors and the shareholders
of the Company, at their respective meetings
held on 1^st June 2026, accorded fresh
approvals for undertaking the IPO comprising
(i) a fresh issue of equity shares of face value
of C10 each aggregating up to C3,370 million
("Fresh Issue”), and (ii) an offer for sale of up
to 2,856,869 equity shares of face value of
C10 each ("Offer for Sale”) (collectively, the
"Offer”).

The fresh special resolution passed by the
shareholders at the General Meeting held
on 1^st June 2026 shall remain valid for a
period of twelve (12) months from the
date of its passing, i.e., up to and including
31^st May, 2027. The Board of Directors is
actively evaluating the appropriate timing
for the IPO and intends to proceed with the
Offer at the earliest commercially suitable
opportunity within the validity period of the
said resolution.

vi. Further, the members of the Company, at
the Extra-Ordinary General Meeting held
on 1^st June 2026, approved the substitution
of the existing Articles of Association of
the Company with a new set of Articles
of Association, in accordance with the
provisions of the Companies Act, 2013 and
other applicable laws.

28. A statement indicating development and
implementation of a Risk Management
Policy for the company including
identification therein of elements of risk, if
any, which in the opinion of the board may
threaten the existence of the company

In terms of the requirement of the Companies
Act, 2013, the Company has developed and
implemented a Risk Management Policy, the
objective of which shall be to ensure identification,
evaluation, monitoring and minimizing identifiable
risks in a timely manner through the Board of
Directors of the Company.

In today''s challenging and competitive
environment, strategies for mitigating inherent
risks in accomplishing the growth plans of the
Company are imperative.

The common risks inter-alia are: Regulations,
Competition, Business risk, Retention of talent
and expansion of facilities.

Business risk, inter-alia, further includes financial
risk, political risk, fidelity risk, legal risk.

As a matter of policy, these risks are assessed
and steps as appropriate are taken to mitigate
the same.

29. Fraud Reporting

During the year under review, no cases of fraud
have been reported to the Board by the Auditors
of the company.

30. Disclosure of composition of Audit
Committee and providing Vigil Mechanism

The provisions of Section 177 of the Companies
Act, 2013 read with Rules 6 and 7 of the Companies
(Meetings of the Board and its Powers) Rules,
2013 is applicable to the Company.

The composition of the Audit Committee is
as under:

The Company has a Vigil Mechanism Policy/
Whistle Blower Policy in place and aligns with
the requirements under the provisions of Section
177(9) and (10) of the Companies Act, 2013. This
Policy provides for adequate safeguards against
victimization of persons who complain under
the mechanism and provides for direct access
to the Chairperson of the Audit Committee. The
Audit Committee of the Company oversees the
functioning of the Vigil Mechanism framework.

The Vigil Mechanism Policy/ Whistle Blower
Policy is available on the Company''s website
https://www.pranavconstructions.com/investor-
corner/corporate-governance.

31. In case of a company covered under sub¬
section (1) of Section 178, company’s
policy on directors’ appointment and
remuneration including criteria for
determining qualifications, positive
attributes, independence of a director and
other matters provided under sub-section
(3) of Section 178 of the Companies Act,
2013

The Company has duly constituted a Nomination
and Remuneration Committee and the
composition is mentioned as under:

The Committee has also formulated the
Nomination and Remuneration Policy on Directors''
appointment and remuneration, including the
criteria for determining qualifications, positive
attributes, independence of a Director, and other
matters as prescribed under sub-section (3) of
Section 178.

The policy aims to ensure that the appointment
of Directors and senior management personnel
is based on merit, experience, and a clear
understanding of the Company''s vision and
values. It also provides a framework to ensure a
balanced and diverse composition of the Board
in terms of skills, experience, and expertise, while
maintaining independence and objectivity in the
decision-making process.

32. Human Resources

A well-disciplined workforce lies at the very
foundation of the Company''s major achievements
and shall well continue for the years to come.

The Company treats its workforce as one of
its most important assets. The management
has always carried out systematic appraisal of
performance and imparted training at periodic
intervals. The Company has always recognized
talent and has judiciously followed the principle
of rewarding performance.

33. A statement that the company has complied
with provisions relating to the constitution
of internal complaints committee under the
sexual harassment of women at workplace
(prevention, prohibition and redressal) act,
2013

The Company has a Policy on Prevention of
Sexual Harassment at Workplace. All employees
(permanent, contractual, temporary, trainees)
are covered under this policy.

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

The disclosure as per Rule 8 of Companies
(Accounts) Second Amendment Rules, 2025 is as
follows -

(a) number of complaints of sexual harassment
received in the year - Nil

(b) number of complaints disposed off during
the year - NA

(c) number of cases pending for more than
ninety days. - NA

34. Compliance with the Maternity Benefit Act,
1961

The Company is committed to upholding the
rights and welfare of its women employees and
has ensured full compliance with the applicable
provisions of the Maternity Benefit Act, 1961. All
eligible female employees are entitled to maternity
benefits in accordance with the provisions of the
Act, including paid maternity leave and protection
from dismissal during maternity leave.

The Company has also implemented workplace
policies that support a conducive and inclusive
environment for women, particularly during
and after maternity. These include flexible work
arrangements (if required), rejoining support,
and awareness programs to ensure that both
employees and management are well-informed
about their rights and responsibilities under
the Act.

35. Significant and material orders passed by
the regulators or courts:

There is no material order passed by the Regulators
/ Courts which would impact the going concern
status of the Company and its future options.

36. Cost Records & Cost Audit

During the FY 2025-26, the Company is required
to maintain cost records as specified by the
Central Government under Section 148(1) of the
Companies Act, 2013 for the construction industry,
and accordingly such accounts and records are
made and maintained by the Company.

The said cost accounts and records are also
required to be audited pursuant to the provisions
of Section 148 of the Companies Act, 2013, read
with relevant notifications/ circulars issued by the
Ministry of Corporate Affairs from time to time,
and accordingly, the Board of Directors in its
meeting held on 13^th May, 2025 appointed M/s. V.
J. Talati & Co., Cost Accountants, as the Cost
Auditors of the Company for FY 2025-26.

The Company has received the Cost Audit
Report for FY 2025-26 from the Cost Auditors
of the Company and there was no qualification,

reservation or adverse remark or disclaimer made
by the Cost Auditors in their Report.

The provisions of Section 148 of the Companies
Act, 2013 relating to Cost Audit is applicable
to the Company and the report is enclosed as
Annexure - V.

37. Secretarial Audit

The Company has appointed Mr. S.
Lakshminarayanan (Membership No: 6423 and
CP: 2788), Practicing Company Secretary, to
carry out Secretarial Audit in terms of Section 204
of the Companies Act, 2013 for FY 2025-26. The
Secretarial Audit Report for FY 2025-26 received
from Mr. S. Lakshminarayanan in Form MR-3 is
appended as Annexure - VI to this Report.

There has been no qualification, reservation or
adverse remark given by the Secretarial Auditors
of the Company in its Report.

38. Internal Audit

Pursuant to the provisions of Section 138 of the
Companies Act, 2013 read with Rule 13 of the
Companies (Accounts) Rules, 2014 and other
applicable provisions, if any, of the Companies
Act, 2013, the Board in its meeting held on 13^th
May, 2025 appointed Mr. Rajat Tibra, Chartered
Accountant (Membership No. ACA471011) as
the Internal Auditor of the Company for FY 2025¬
26. The Internal Auditor presents its report to the
Audit Committee at the relevant meetings.

39. Corporate Social Responsibility (CSR)

The provisions of Section 135 of the Companies
Act, 2013 relating to Corporate Social
Responsibility is applicable to the Company.
The Company has constituted Corporate Social
Responsibility Committee under the provisions of
Section 135 of Companies Act, 2013 and the rules
made thereunder to monitor its CSR activities.

CSR Policy:

The contents of the CSR Policy of the Company as
approved by the Board on the recommendation
of the CSR Committee is available on the website
of the Company and can be accessed through the
web link at https://www.pranavconstructions.
com/corporate-governance/.

The Annual Report on CSR Activities undertaken
by the Company during FY 2025-26, is annexed
as Annexure - VII which forms part of this Report.

40. Internal Financial Control

The Internal Financial Controls with reference to
financial statements as designed and implemented
by the Company are adequate. During the year
under review, no material or serious observation
has been received from the Statutory Auditors
and the Internal Auditors of the Company on the
inefficiency or inadequacy of such controls.

41. Internal Control Systems

Adequate internal control systems commensurate
with the nature of the Company''s business, size
and complexity of its operations are in place
and have been operating satisfactorily. Internal
control systems comprising of policies and
procedures are designed to ensure reliability
of financial reporting, timely feedback on
achievement of operational and strategic goals,
compliance with policies, procedure, applicable
laws and regulations. Internal control systems are
designed to ensure that all assets and resources
are acquired economically, used efficiently and
adequately protected.

42. Particulars of Employees

The provisions of Section 197 of the Companies
Act, 2013, read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is applicable to
the Company.

Disclosure with respect to the remuneration
of Directors and employees as required as per
Section 197 (12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is provided
in Annexure-VIM’ to this Annual Report.

Further, the information pertaining to Rule 5(2)
& 5(3) of the aforesaid Rules, pertaining to the
names and other particulars of employees are
available for inspection at the registered office
of the Company during business hours and the
Annual Report is being sent to the members
excluding this.

Any shareholder interested in obtaining a
copy of the same may write to the Company
Secretary and Compliance Officer either at the
Registered Office address or by email to ritu.
[email protected].

43. Payment of Remuneration/Commission
to executive directors from holding or
subsidiary companies

Neither the Managing Director nor the Whole
Time Director of the Company are in receipt of
remuneration/ commission from any subsidiary
company of the Company. The Company has no
holding company.

44. The details of application made or any
proceeding pending under the insolvency
and bankruptcy code, 2016 (31 of 2016)
during the year along with their status as
at the end of the financial year.

There has been no application made or any
proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the
year under review.

45. The details of difference between amount
of the valuation done at the time of one
time settlement and the valuation done
while taking loan from the banks or financial
institutions along with the reasons thereof
There has been no settlement made with the
banks or financial institutions during the year
under review.

46. Compliance with Secretarial Standards

Your directors confirm that the Company has
devised proper systems to ensure compliance
with the provisions of all applicable Secretarial
Standards issued by the Institute of Company
Secretaries of India and that such systems are
adequate and operating effectively.

47. Corporate Governance

The Company is committed to maintaining the
highest standards of Corporate Governance
and adhering to the Corporate Governance
requirements as set out by the Securities and
Exchange Board of India ("SEBI”) on voluntary
basis as our company is not a listed company but
in the process of listing its securities.

The Report on Corporate Governance as
stipulated under SEBI LODR Regulations is
annexed as Annexure IX and forms part of the
Integrated Annual Report.

A certificate from M/s. S. Lakshminarayanan
(Membership No: 6423 and CP: 2788), Company
as economic conditions, change in government
regulations, tax regime, other statutes, market
forces and other associated and incidental factors.

49. Acknowledgements

Your directors place on record their sincere thanks
to Bankers, Business Associates, Consultants and
various government authorities for their continued
support extended to the Company''s business
and activities during the year under review.
Your directors also acknowledge gratefully the
shareholders for their support and confidence
reposed on the Company.