To,

The Members,

Your directors present 34th Annual Report together with the Audited Financial Statements and Auditors' Report thereon for the year ended on 31st March, 2025.

(Rs. In Lakhs)

The total income of the Company has been increased from Rs. 0.05 Lakh in previous year to Rs.

12.03 Lakh in current year. Consequently, the Loss before tax of the Company has been decrease from (Rs. 43.98 Lakhs) to (Rs. 26.61 Lakhs) and Loss after Tax from Rs. (46.24) Lakhs to Rs. (25.21) Lakhs in the current financial year.

In view of losses, the Board of directors do not recommend any payment of dividend for the financial year under review.

During the year, Company has not transferred any amount to reserves.

The Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during financial year under review.

The Details of loans accepted by the Company from Directors are as under:

No material changes or commitments, affecting the financial position of the Company have occurred between the end of the financial year of the Company, to which the financial statements relate i.e. 31st March, 2025 and the date of the Board's Report.

During the year under review, there was no change in the nature of business.

During the year under review, there was no change in the Company's issued, subscribed and paid

- up equity share capital. As on 31st March, 2025, it stood at Rs. 4,40,56,000/- consisting of 44,05,600 equity shares of Rs. 10/- each.

9.1 Pursuant to the provisions of Section 152 and other applicable provisions if any, of the Companies Act, 2013, Shri Saumil Narendrabhai Purohit (DIN: 01861110), Managing Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment. The Board recommends his reappointment.

- Shri Saumil Purohit (DIN: 01861110) was re-appointed as Joint Managing Director for a further period of 3 years w.e.f. 1st January, 2026 by the Board.

- Ms. Fatima Iyer, (DIN: :07047815) ceased to be Non-Executive, Independent Directors of the Company w.e.f. 1st April, 2025 due to other pre occupation as Independent Directors.

- Ms. Dhwani Jaspalsinh Solanki, (DIN:10299290) is appointed as an Additional Director (NonExecutive, Independent) on the Board of the Company w.e.f 26th June, 2025 for a period of 5 years, Accordingly, appointment for a period of 5 years have been included in the notice convening the 34th Annual General Meeting of the Company and necessary explanation and details have been mentioned in the explanatory statement to the Notice.

Necessary resolutions have been put in ensuing Annual General Meeting for approval of shareholders. The Board recommends passing of necessary resolutions.

Mr. Narendra Purohit - Chairman and Managing Director

Mr. Saumil Narendrabhai Purohit - Managing Director and CFO

Mr. Nishitkumar Sandhani - Company Secretary & Compliance Officer

Pursuant to the provisions of Section 134 of Companies Act, 2013 with respect to the declaration given by the Independent Directors of the Company under Section 149(6) of the Companies Act, 2013, the Board hereby confirms that all the Independent Directors have given declarations and further confirms that they meet the criteria of Independence as per the provisions of Section 149 (6) and Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they were not aware of any circumstances or situation which exists or may be anticipated that could impair or impact their ability to discharge their duties.

In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience, expertise including Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

The Policy of the Company on Appointment and remuneration of Directors, Key Managerial Personnel and other employees of the company pursuant to sub - Section (3) of Section 178 is appended as Annexure 1 to this Report. The Policy has been posted on the website of the Company http:/ /www.purohitconstruction.com/InvestorRelations.aspx.

The policy and details of familiarization programme imparted to the Independent Directors of the Company are available on the website of the Company at the link: http://www.purohitconstruction.com/ InvestorRelations.aspx

Pursuant to the provisions of Companies Act, 2013 and Rules made thereunder, Schedule - IV of the Act and SEBI (LODR) Regulations, 2015, the Company has in place a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The Board after taking into consideration the criteria of evaluation laid down by the Nomination and Remuneration Committee in its policy such as Board Composition, level of involvement, performance of duties, attendance etc. had evaluated its own performance, the performance of its committees, individual directors and Independent Directors (excluding the Director being evaluated) and that of the Chairman. The performance evaluation of Non-Independent Directors was carried out by the Independent Directors in their separate meeting held.

The Board of Directors was satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

In terms of section 134 (5) of the Companies Act, 2013, in relation to financial statements for the year the Board of Directors state that:

(a) In the preparation of Annual Accounts for the period ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation 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 Loss of the Company for the year ended March 31, 2025.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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 were operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

During the year under review, four meetings of the Board of Directors were held on 24th May, 2024, 14th August, 2024, 14th November, 2024, and 12th February, 2025. This intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Details of Directors' attendance in Board Meetings held during year are set out below:

*After the closure of year, Smt. Fatima Iyer ceased to be Non-Executive, Independent Directors of the Company w.e.f. 1st April, 2025.

Details pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure 2 to this report.

In terms of provisions of Section 136(1) of the Act, the Annual Report excluding the disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is being sent to the members of the Company. The said information is open for inspection at the registered office of the Company during working hours except on Saturday and Sunday till the date of Annual General Meeting and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

Since the paid-up share capital and net worth of the Company do not exceed Rupees Ten Crore and Rupees Twenty Five Crore respectively as on the last day of previous financial year, the compliance with the Corporate Governance provisions as specified in Regulation 17 to 27 and Clauses (b) to (i) of Regulation 46(2) and para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, shall not apply to the Company. Hence no corporate governance report is disclosed in this Annual Report. However, as a good corporate governance practice, the Company has been complying some of the important compliance in connection with the aforesaid provisions / regulations voluntarily.

The Management Discussion and Analysis Report on the operations of the Company as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure 3.

All Transaction entered into with the Related Parties during the financial year under the review were on arm's length basis and were in the ordinary course of business.

The Policy on materiality of related Party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website http:// www.purohitconstruction.com/InvestorRelations.aspx

The summary of related party transaction is given in AOC-2 is annexed herewith as Annexure 4 which forms part of this report.

Pursuant to the provisions of the Section 139 of Companies Act and the Rules made thereunder, at the AGM of the Company held on August 12, 2022 M/s. Naresh J. Patel & Co., Chartered Accountants (Firm Reg. No. 132988W), were appointed as Statutory Auditors of the Company till the conclusion of the AGM to be held for the financial year ending on 31st March, 2027. However, they have tendered their resignation to act as the Statutory auditors of the Company with effect from 15th July, 2025.

In view of casual vacancy, the Company had approached M/s. BN PS and Associates LLP, Chartered Accountant (FRN: 008127S/S200013) for their appointment as Statutory Auditors of the Company. They have consented to act as the Statutory Auditors of the Company and have also given the confirmation to the effect that their appointment, if made by the Company would be within the limits prescribed under Section 139 of the Companies Act, 2013. Accordingly, Board has appointed them as Statutory Auditors of the Company w.e.f. 14 August, 2025 till the conclusion of ensuing Annual General Meeting.

Further, as per provision of Section 139 of the Companies Act, 2013 the statutory auditor shall be appointed by the members for the term of 5 consecutive years.

Accordingly, a resolution seeking members' approval for their appointment as Statutory Auditors of the Company for the period of 5 consecutive years from the conclusion of this Annual General Meeting till the conclusion of Annual General Meeting to be held for the financial year 2029-30 is proposed. The Board recommends passing of the proposed resolution.

The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer and they have not reported any incident of fraud pursuant to the provision of Section 143(12) of the Act, accordingly, no such details are required to be reported under Section 134(3) (ca) of the Act

The Board on the recommendation of Audit Committee had appointed M/s. Paresh Rupabhinda & Associates, Chartered Accountants (FRN: 135056W) as an Internal Auditors for the financial year 2025-26.

The Board on the recommendation of Audit Committee has appointed M/s. Parikh Dave & Associates, Practicing Company Secretaries as the Secretarial Auditors for the financial year 2025-26.

The report of Secretarial Auditors for the FY 2024- 2025 is annexed as Annexure 5. Their report does not contain any adverse remark or observation.

The Company has a proper and adequate system of internal control in all spheres of its activities to ensure that all its assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported diligently.

The Company ensures adherence to all internal control policies and procedures as well as compliances with all regulatory guidelines.

The Audit Committee of the Company periodically reviews the adequacy of internal financial controls.

The Board of Directors of the company confirms to the best of their knowledge and belief that the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India as amended from time to time and made applicable by the Ministry of Corporate Affairs during the financial year under review.

The Company has maintained cordial relations with the employees of the Company throughout the year. The Directors wishes to place on record sincere appreciation for the services rendered by the employees of the Company during the year.

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

The Company has formulated the Risk Management Policy in order to safeguard the organization from various risks through timely actions and to mitigate the effect of risk bearing impact on the Business.

In the opinion of the Board there has been no identification of element of Risk that may threaten the existence of the Company.

Details of Loans, Guarantees, Investment made if any, are mentioned in notes to the Financial Statement.

Pursuant to Section 134(3)(a) and Section 92(3) of the Act, the Copy of Annual Return of the Company for the financial year ended March 31, 2025 is placed on the Company's website at www.purohitconstruction.com.

As on 31st March, 2025 the Audit committee consist of following directors as its members:

During the year under review, four Audit committee meetings were held on (1) 24th May, 2024 (2) 14th August, 2024 (3) 14th November, 2024 (4) 12th February, 2025 which has been attended by all the members.

The recommendations of Audit Committee were duly accepted by the Board of Directors.

As on 31st March, 2025 the Nomination and Remuneration committee consist of following directors as its members:

During the year under review, One Nomination and Remuneration committee meetings were held on 14th August, 2024 which has been attended by all the members.

As on 31st March, 2025 the Stakeholder's Relationship Committee consist of following directors as its members:

During the year under review, one stakeholder's relationship committee meetings were held on 24th May, 2024 which has been attended by all the members.

*After the closure of year, Smt. Fatima Iyer ceased to be Non-Executive, Independent Directors of the Company w.e.f. 1st April, 2025.

The Company doesn't have any Subsidiaries, Associates or Joint Venture Companies.

(a) Safety: The Company encourages a high level of awareness of safety issues among its employees and strives for continuous improvement. All incidents are analysed in the safety committee meetings and corrective actions are taken immediately. Employees are trained in safe practices to be followed at work place.

(b) Health: Your Company attaches utmost importance to the health of its employees. Periodic checkup of employees is done to monitor their health. Health related issues if any are discussed with visiting Medical Officer.

(c) Environment: Company always strives hard to give importance to environmental issues in normal course of operations. Adherence to Environmental and pollution control Norms as per Gujarat Pollution Control guidelines is of high concern to the Company.

Pursuant to Section 177 of the Companies Act, 2013 read with the rules made thereunder and the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism for directors and employees to report genuine concerns about any instance of any irregularity, unethical practice and/or misconduct. The policy is available on the website of the Company http://www.purohitconstruction.com/InvestorRelations.aspx

It is affirmed that no personnel of the Company have been denied access to the Audit Committee during the year under review.

The Company is not required to maintain any cost records prescribed under section 148 of the Companies Act, 2013 and rules made thereunder and hence cost audit is also not applicable.

Considering gender equality, the Company has zero tolerance for sexual harassment at workplace. The Company has an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

No complaints were received during the year.

This policy is posted on the website of the http://www.purohitconstruction.com/InvestorRelations.aspx

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave. The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

During the year under review, no women employees availed maternity leave. The Company also provides flexible working arrangements and nursing breaks to support employees in balancing work and family responsibilities.\

The Statement of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo pursuant to provisions of 134 of the Companies Act, 2013 is given in Annexure 6 to this Report.

The Company has laid down a Code of Conduct applicable to the Board of Directors and Senior management which is available on Company's website. All Board members and senior management personnel have affirmed compliance with the Code of Conduct.

As required under the new Insider Trading Policy Regulations of SEBI, your directors have framed new Insider Trading Regulations and Code of Internal Procedures and Conducts for Regulating, Monitoring and Reporting of Trading by Insider. For details, please refer to the company's website on following link http://www.purohitconstruction.com/InvestorRelations.aspx.

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

During the year under review, there were no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2013.

During the year under review, there were no 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.

The Company has taken adequate insurance to cover its assets.

Your company's shares are listed with The BSE Limited, Mumbai. (Stock Code: - 538993) and Ahmedabad Stock Exchange Limited (scrip code: - PCL). The Company has already paid Annual Listing fees to BSE Limited.

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, vendors and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.