Consolidated:

The Consolidated total income for FY 2026 stood at
' 52,685.04 million as against ' 52,596.24 million for the
previous year. The Net profit for the year ended March 31,
2026 was at ' 2,691.65 million as against Net profit of
' 2,478.52 million for the previous year.

Standalone:

On Standalone basis, the total income for FY 2026 stood at
' 52,202.11 million as against ' 52,162.07 million for the
previous year. The Net Profit for the year ended March 31,
2026 was at ' 2,849.60 million as against Net profit of
' 2,622.1 million for the previous year.

Amount to be carried to reserves

The Board of Directors of your Company, has decided not to
transfer any amount to the Reserves for the year under review.

Dividend

The Directors have not recommended payment of dividend for
the financial year 2025-26, as the profits are expected to be
reinvested in business for future growth.

Pursuant to Regulation 43A of the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015 (“the Listing
Regulations”), the Dividend Distribution Policy is available
on the website of the Company at the link:https://tinvurl.
com/54cvkwz9

Information on state of affairs of the Company and
future outlook

Information on the operational and financial performance,
among others, is given in the Management Discussion and
Analysis Report, forming part of the Annual Report and is in
accordance with the Listing Regulations.

Changes in Share Capital - Rights Issue

During the year under review, 14,77,65,820 Equity Shares of
face value ' 1 each were allotted on Rights Basis to eligible
shareholders of the Company on December 22, 2025 at an
issue price of ' 27.00 each, aggregating to ' 3,989.68 million.

Consequently, as at March 31, 2026, the total paid up share
capital of the Company stood at ' 99,21,41,937 divided into
99,21,41,937 equity shares of ' 1 each.

Issue of Equity shares with differential rights

During the year under review, Company has not issued any
shares with differential rights. Hence, disclosures to be given
as per Rule 4(4) of Companies (Share Capital and Debenture
Rules, 2014) are not required to be given.

Issue of Sweat Equity Shares

During the year under review, Company has not issued any
Sweat Equity Shares. Hence, disclosures to be given as per
Rule 8(13) of Companies (Share Capital and Debenture Rules,
2014) are not required to be given.

Issue of Debentures

The Company on August 26, 2025 allotted 10.25% 9,000
Senior, Secured, Rated, Listed, Redeemable, Taxable,
Transferrable, Non-convertible Debentures having a face
value of ' 1,00,000 each, aggregating ' 90 crores, on private
placement basis.

Borrowing

On standalone basis, the total borrowings stood at
' 11,644.55 million as on March 31, 2026 as against
' 14,905.96 million as on March 31, 2025.

Credit Rating

During the period under review, the Company has obtained
Credit Ratings from the reputed Credit Rating agencies.

For brief details of credit ratings refer Report on Corporate
Governance.

Change in the Nature of Business

The Board of Directors hereby confirms that there has been no
change in the nature of the business of the Company and its
subsidiaries during the financial year 2025-26.

Particulars of Loans given, Investment made,
Guarantees given and Securities provided

The members may note that the Company is engaged in
providing infrastructural facilities and hence, as per Section
186(11) of Companies Act, 2013, nothing in Section 186
shall apply to the Company except sub-section (1) of Section
186. Accordingly, a separate disclosure has not been given
in the financial statements as required under Section 186(4)
with regard to particulars of loan given, investment made
or guarantee given or security provided and the purpose for
which the loan or guarantee or security is proposed to be
utilized by the recipient of the loan or guarantee or security.

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:

The Company has not made any one-time settlement,
therefore, the same is not applicable.

Details of Directors and Key Managerial Personnel

i. Independent Directors

Subject to approval of Shareholder's, the Board
appointed Ms. Sudha Navandar (DIN: 02804964)
and Ms. Jana Chatra (DIN: 07149281) as Additional
Independent Directors for a period of 3 years effective
from March 16, 2026 and April 15, 2026, respectively.

The necessary declarations with respect to independence
have been received from all the Independent Directors
of the Company confirming that they meet the criteria of
independence as prescribed under the Companies Act,
2013 and have complied with the Code for Independent
Directors as set out in Schedule IV to the Act. The Board
also confirms that the Company has in place Code of
Conduct for Directors and senior management personnel
and that the same has been duly complied with.

Dr. Sunanda Rajendran (DIN 00381885) and Mr. Ashwin
Parmar (DIN: 00055591), ceased to be Independent
Directors of the Company effective from March 23,

2026 and April 19, 2026, respectively, on account of
completion of their terms as an Independent Director.

The Board expressed deep appreciation and gratitude for
their extensive contribution and stewardship.

ii. Other Directors / Key Managerial Personnel

During the year under review, the following changes in
the composition of Executive Directors/KMPs took place:

- Mr. Dimitrius D'Mello (DIN: 00837714) resigned as
Whole Time Director of Company effective from May
31, 2025.

- Mr. R V R Kishore (DIN: 07402969) was appointed
as an Additional and Whole Time Director on
the Board of Company in the meeting held on
September 12, 2025 for a period of 3 years
effective from September 22, 2025. The approval
of members was obtained by way of postal ballot on
December 18, 2025.

Ms. Kavita Shirvaikar (DIN: 07737376)- Managing
Director of the Company retires by rotation at the ensuing
Annual General Meeting and being eligible, offers herself
for re-appointment.

Some of the KMPs of the Company are also the
Directors/KMPs of the subsidiaries.

Number of Board Meetings

During the year ended March 31, 2026, the Board met
6 times. The meeting of the Board of Directors of the
Company were held on May 13, 2025, July 03, 2025,
August 11, 2025, September 12, 2025, November 13,
2025 and February 14, 2026 respectively.

Nomination & Remuneration Committee:

The NRC Committee presently comprises of:

Ms. Sudha Navandar - Independent Director (Chairperson)

Ms. Janky Patel - Non-Executive Non-Independent Director

Ms. Jana Chatra - Independent Director

Nomination and Remuneration Policy

The Company has formulated a Nomination and
Remuneration Policy pursuant Section 178 of the
Companies Act, 2013 and the Listing Regulations. The
salient features of the Policy are enclosed as Annexure II
to the Boards' Report.

Statement indicating the manner in which formal annual
evaluation has been made by the Board of its own
performance, its Directors and that of its Committees.

Based on Boards' Evaluation Policy, the performance
of the Board of Directors, its Committees, Chairman/
Chairperson, Executive Directors, Non-Executive Director
and Independent Directors were evaluated pursuant to
the provisions of Companies Act, 2013 and the Listing
Regulations.

A separate meeting of independent Directors was held on
February 14, 2026 during the year under review wherein,
the Independent Directors evaluated the performance of
the non-independent directors, the Board as a whole and
the Chairperson of the Company.

Audit Committee

The Audit Committee presently comprises of:

Ms. Jana Chatra - Independent Director (Chairperson)

Ms. Kavita Shirvaikar - Managing Director

Ms. Sudha Navandar - Independent Director

The Board of Directors hereby confirms that all
recommendations made by the Audit Committee during
the financial year under review were accepted.

Whistle Blower Policy

The Whistle Blower Policy adopted by the Company
provides a formal mechanism for director(s) /
stakeholder(s) to report concerns about unethical
behavior, actual or suspected fraud or violation of the
Company's Ethics and Code of Conduct.

This Policy provides for adequate safeguards against
victimization of director(s) /stakeholder(s) and provides
opportunity to director(s)/ stakeholder(s) to access
in good faith, to the ABMS (Anti Bribery Management
System) Committee in case they observe Unethical and
Improper Practices or any other wrongful conduct in the
Company.

The vigil mechanism is overseen by the Audit Committee.
There are no complaints / grievances received from any
Directors/stakeholders of the Company under this policy.

The Policy is uploaded on the Company's website at the
linkhttps://tinvurl.com/4wp9nf9n

Stakeholders Relationship Committee

The Stakeholders Relationship Committee presently
comprises of:

Dr. Emandi Sankara Rao - Independent Director (Chairman)

Ms. Kavita Shirvaikar - Managing Director

Ms. Jana Chatra - Independent Director

The Committee oversees and reviews all matters relating
to the redressal of complaints from shareholders,
debenture holders, and other stakeholders, and
ensures that grievances are addressed in a timely
and satisfactory manner. During the financial year, the
Committee monitored the receipt, resolution, and status
of complaints received from investors.

Corporate Social Responsibility

In accordance with the provisions of Section 135 of the
Companies Act, 2013 (the Act), the Board of Directors
of the Company has constituted the Corporate Social

Responsibility Committee (CSR Committee) presently
comprising of the following Directors as its members:

Ms. Jana Chatra - Independent Director (Chairperson)

Ms. Kavita Shirvaikar - Managing Director

Ms. Janky Patel - Non-executive Director

The Company's CSR Policy as uploaded on the
Company's website at the link:https://tinyurl.com/
ptvdfbs3

Pursuant to Clause (o) of Sub-Section (3) of Section 134
of the Companies Act, 2013 and Rule 8 of Companies
(Corporate Social Responsibility Rules, 2014, the CSR
Report forms part of the Board Report as Annexure III.
The Company has spent on CSR activities as detailed in
the CSR Report.

Directors’ Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013,
the Directors confirm that:

i. in preparation of the annual accounts, the
applicable accounting standards have been
followed;

ii. such accounting policies have been applied
consistently and judgments and estimates that are
reasonable and prudent have been made so as to
give a true and fair view of the state of affairs of the
Company and of the Profit and Loss of the Company
for the year ended March 31, 2026;

iii. proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud
and other irregularities;

iv. the annual accounts have been prepared on a going
concern basis;

v. internal financial controls were followed by the
Company and the same are adequate and were
operating effectively; and

vi. proper systems have been devised to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

Internal Financial Controls and Risk Management

The Company has established robust internal financial
controls commensurate with the scale and complexity
of its operations, particularly with reference to the
preparation and presentation of its financial statements.

The effectiveness of these controls are evaluated by
experts and no reportable material weaknesses in their
design or operation were identified.

Pursuant to SEBI (Listing Obligation and Disclosure
Requirements) (Second Amendment) Regulations, 2021,
the Risk Management Committee was reconstituted to
frame, implement and monitor the risk management
policy for the Company. The Committee shall be
responsible for monitoring and reviewing the risk
management plan and ensuring its effectiveness. The
Audit Committee has additional oversight in the area of
financial risks and controls. The major risks identified
by the businesses and functions shall be systematically
addressed through mitigating actions on a continuing
basis.

Subsidiaries/Associates/Joint Ventures

As on March 31, 2026, the Company has 39
subsidiaries.

Hera Realcon Private Limited (“HRPL”) and Energy Design
Private Limited ("EDPL”), the wholly owned subsidiaries
of the Company were struck off effective from May 8,
2025 and May 28, 2025, respectively, vide order of
Centre for Processing Accelerated Corporate Exit.

The Company's 12 Mozambique non-operative
subsidiaries namely, Patel Mining Privilege Lda; Patel
Mining Assignment Lda; Patel Infrastructure, Lda (Patel
Mining Division), Lda, Quest Mining Activities, Lda
(Patel Mining Activities), Fortune Mines Concession,

Lda, Chivarro Mines Mozambique, Lda, Omini Mines
Enterprises Lda, Netcore Mining Operations Lda, Trend
Mining Projects Lda, Accord Mines Venture Lda, Enrich
Mining Vision Lda and Metallic Mine Works Lda, were
struck off/closed effective from February 28, 2026.

Highlights of performance of key subsidiaries/
Associates:

Dirang Energy Private Limited (Dirang), is a Special
Purpose Company for development of 144MW Gongri
Hydroelectric Power Project in West Kameng District in
Arunachal Pradesh. The GoAP has accorded in-principal
approval to the Company for restoration of Gongri Hydro
Electric Project and accordingly the Company and GoAP
entered into MOA dated 18^th December, 2025. Other
works related to the project like DPR approval, TEV study
etc. are initiated.

Patel KNR Infrastructures Ltd and Patel KNR Heavy
Infrastructures Limited continue to hold the assets
of Road Projects. The Company holds substantial
stake in these road project companies. Both the NHAI
annuity projects are under operation and the respective

companies are receiving the annuity on semi-annual
basis. The respective Companies are maintaining the
assets as per the contract conditions.

PBSR Developers Private Limited, is developing the
project consisting two residential towers (each tower
having 20 floors) comprising of residential units of 2
BHK, 2.5 BHK and 3 BHK and one tower of serviced
apartments (19 floors). The residential towers have 12
flats per floor and service apartment block have 11 units
per floor. PBSR has applied for the Occupation Certificate
(OC) for Smondo Gachibowli project to Greater Hyderabad
Municipal Corporation (GHMC) and started handing over
of the flats to buyers by end of March 2026 the Company
has already handed over about 75% apartments out of
the total sold apartments.

The salient features of the financial statement of each
of the subsidiaries, associates and Joint Venture as
required under the Companies Act, 2013 is provided
in Annexure I of the Boards' Report. Pursuant to the
provisions of Section 136 of the Act, the financial
statements of the Company, consolidated financial
statements along with relevant documents and
separate audited financial statements in respect of the
subsidiaries are available on the website of the Company
at www.pateleng.com.

In terms of the Listing Regulations, the Company has
formulated a policy for determining ‘material' subsidiaries
and the same has been disclosed on Company's website
at the following link:https://tinvurl.com/vc22v5x4

Related Party Transactions

All contracts/arrangement/transactions entered into
by the Company during FY 26 with related parties were
in compliance with the applicable provisions of the
Companies Act, 2013 and the Listing Regulations.

All related party transactions entered into during FY
26 were on an arm's length basis and in the ordinary
course of business of the Company under the Act and
not material under the Listing Regulations. None of the
transactions required members' prior approval under the
Act or the Listing Regulations.

Details of transactions with related parties during FY 26
are provided in the notes to the financial statements.
There were no transactions requiring disclosure under
section 134(3) of the Companies Act, 2013. Hence,
the prescribed Form AOC-2 does not form a part of this
report.

In accordance with the provisions of the Listing
Regulations, the Company has formulated the Related
Party Transactions policy and the same is uploaded
on Company's website at the link:https://tinyurl.
com/2769n9v

Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings/ Outgo

The particulars prescribed under Section 134 of
the Companies Act, 2013 read with Rule 8 (3) of
the Companies (Accounts) Rules, 2014, relating to
Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings / Outgo is provided as Annexure IV to
this Report.

Auditors :

Statutory Auditor

M/s Vatsaraj & Co. (FRN: 111327W), the Statutory
Auditors of the Company hold office until the conclusion
of the 78^th AGM to be held in the year 2027. The Auditors
have confirmed that they are not disqualified from
continuing as the Auditors of the Company.

The Notes on financial statement referred to in the
Auditors' Report are self-explanatory and do not call for
any further comments. The Auditors' Report does not
contain any qualification, reservation, adverse remark or
disclaimer.

Branch Auditors

- In accordance with the provisions of Section 139
and 143(8) of the Companies Act, 2013

M/s. N. H. Karnesh & Associates has been
appointed as Branch Auditor for the Realty Division
of the Company for a term of 5 years to hold office
until the conclusion of the 77^th AGM to be held in
the year 2026.

- The Company has appointed M/s. P. Biswas &
Associates, Chartered Accountants, as Branch
Auditor of the Company for Arun 3 H.E. Project,
Nepal for FY 2025-26.

Secretarial Auditor

The Board of Directors appointed M/s. Makarand M
Joshi & Co, Practicing Company Secretary to conduct
Secretarial Audit of the Company for a term of five years
commencing from April 1, 2025 to March 31, 2030.

The Secretarial Audit report is provided as Annexure
V to this Report. The Secretarial Audit Report contains
following remarks/qualifications and explanation on the
same.

1. There was a slight delay (by 4 days) in intimation of the
record date to the National Stock Exchange of India
Limited (the “NSE”) for the payment of interest for

the month of September 2025 and resulted in non¬
compliance of Regulation 60 (2) of the Listing Regulation
due to administrative oversight. Consequently, the
Company received a notice from NSE imposing a penalty
of

' 10,000, which has been duly paid by the Company

The Board of the Directors of the Company at its meeting
held on November 13, 2025 took the note of the same
and has advised to take corrective steps to prevent
recurrence.

2. The Audit Committee of the Company is duly constituted
as required under the law. However, at the Audit
Committee Meeting held on Nov 13, 2025, one of the
Independent Director failed to attend the meeting due
to unforeseen circumstances, hence, there was non¬
compliance with respect to requirement of presence
of quorum under Regulation 18(2)(d) of the Listing
Regulations.

Accordingly, all the business items transacted in the said
meeting was ratified and confirmed in the next Audit
Committee meeting held on February 14, 2026. The
Board of Directors of the Company also took the note of
the same at its meeting held on February 14, 2026.

Cost Auditor

As per Section 148 of the Act, the Company is required
to have the audit of its cost records conducted by a Cost
Accountant. The Board of Directors of the Company
has on the recommendation of the Audit Committee,
approved the appointment of M/s. Rahul Jain &
Associates., a firm of Cost Accountants in Practice
(Registration No. 101515) as the Cost Auditors of the
Company to conduct cost audits under the Companies
(Cost Records and Audit) Rules, 2014 for the year ending
March 31, 2026. The Board on recommendations of
the Audit Committee have approved the remuneration
payable to the Cost Auditor subject to ratification of their
remuneration by the Members at the forthcoming AGM.
M/s Rahul Jain & Associates have, under Section 139(1)
of the Act and the Rules framed thereunder furnished a
certificate of their eligibility and consent for appointment.

The cost accounts and records of the Company are duly
prepared and maintained as required under Section
148(1) of Act.

Prevention of Sexual Harassment

The Company has a Policy on Prevention of Sexual
Harassment of Women at Workplace and the same is
uploaded on the website of the Company link:
https://tinyurl.com/44ucmswr

In terms of notification of Ministry of Corporate Affairs
(MCA) dated May 30, 2025, details as required under
report on Sexual harassment complaints is as following:

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.

Maternity Benefit

The Company is in compliance with the provisions
relating to the Maternity Benefit Act, 1961.

Annual Return

Pursuant to Section 92 and 134 of the Companies Act,
the Annual Return as at March 31, 2026 in Form MGT-7,
is available on the website of the Company at the link
https://tinyurl.com/4uz2kpiy

Disclosure under Section 197 of the Companies Act,
2013

In accordance with the provisions of Rule 5(1) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the particulars
of the employees are set out in the annexure to this
Report. In terms of the provisions of Section 136 of
the Act, the Report is being sent to the Members of
the Company excluding the annexure. Any member
interested in obtaining a copy of the annexure may write
to the Company Secretary at the Registered Office of the
Company.

Further, disclosures on managerial remuneration
as required under Section 197 read with Rule 5 of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided as
Annexure VI to this Report.

Corporate Governance Report

Pursuant to the Listing Regulations, the Report on
Corporate Governance together with the certificate
issued by M/s. Makarand M. Joshi & Co., Practicing
Company Secretaries of the Company, on compliance in
this regard forms part of the Annual Report.

Employee Stock Option / General Benefits Scheme

The Company currently has two Schemes for its
employees viz Patel Engineering Employee Stock Option
Plan 2007 and Patel Engineering General Employee
Benefits Scheme 2015.

The applicable disclosure under SEBI (share Based
employee Benefits) Regulations, 2014 (“the ESOP
Regulations”) as at March 31, 2026 is uploaded on
the Company's website at the linkhttps://tinyurl.
com/335s98sc

A Certificate from the Secretarial Auditors of the
Company in terms of Regulation 13 of ESOP Regulations
would be available at the ensuing AGM.

Other Disclosures

i) There are no material changes and commitments
affecting the financial position of the Company
which have occurred between the end of the
financial year of the Company to which the financial
statements relate and the date of the Boards'
report.

ii) No orders have been passed by any Regulator or
Court or Tribunal which can have impact on the
going concern status and the Company's operations
in future during the year under review.

iii) The Company has not accepted or renewed any
amount falling within the purview of provisions of
Section 73 of the Companies Act 2013 read with
the Companies (Acceptance of Deposit) Rules,

2014 during the year under review. Hence, the
requirement for furnishing of details relating to
deposits covered under Chapter V of the said Act or
the details of deposits which are not in compliance
with the Chapter V of the said Act is not applicable.

iv) The Company has complied with the Secretarial
Standard issued by the Institute of Company
Secretaries of India.

v) No fraud has been reported by the Auditors to the
Audit Committee and the Board.

vi) The Company has not initiated any proceeding
under the Insolvency and Bankruptcy Code, 2016
(IBC). There were 3 proceedings pending before the
NCLT Mumbai during the FY 2025-2026 which are
pending for hearing and final disposal against our
Company under IBC which do not materially impact
the business of the Company.

Business Responsibility and Sustainability Report

In terms of regulation 34(2)(f) of the Listing Regulations,
2015 read with SEBI circular no. SEBI/HO/CFD/CFD-
SEC- 2/P/CIR/2023/122 dated 12 July 2023 (‘the SEBI
circular'), the Company has included a detailed BRSR for
the FY 2025-26 in the updated format prescribed by the
SEBI circular as part of this Annual Report.

As a green initiative, the same has been hosted on
Company's website and can be accessed athttps://
tinvurl.com/43zv7v62

Acknowledgements

The Board of Directors wish to place on record their
appreciation for continued support and co-operation by
Shareholders, Financial Institutions, Banks, Government
Authorities and other Stakeholders. Your Directors
would also like to take this opportunity to express their
appreciation for the dedicated efforts of the employees
of the Company.

For and on behalf of the Board of Directors,
Patel Engineering Limited

Kavita Shirvaikar Kishan Lal Daga

May 14, 2026 Managing Director Whole Time Director
Mumbai DIN: 07737376 DIN: 00083103