To the Members of Patel Engineering Limited,
Your Directors hereby present the 76th Board's Report
on the business, operations and state of affairs of the Company together with the audited
financial statements for the year ended March 31, 2025:
FINANCIAL PERFORMANCE Standalone and Consolidated
Particulars |
Consolidated |
Standalone |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Total Income |
52,596.24 |
46,330.16 |
52,162.07 |
45,210.28 |
Revenue from operations |
50,933.59 |
45,441.08 |
50,076.45 |
44,120.39 |
Total Operating Expenses |
43,601.69 |
38,538.14 |
43,163.87 |
37,919.33 |
| Operating EBITDA |
7,331.90 |
6,902.94 |
6,912.58 |
6,201.06 |
| Depreciation and amortization expense |
997.86 |
976.14 |
992.50 |
971.30 |
| Finance Cost |
3,224.18 |
3,620.94 |
3,187.84 |
3,567.88 |
| Exceptional Item |
1,515.80 |
(856.18) |
1,417.95 |
(1,034.28) |
Profit / (Loss) before tax |
3,256.71 |
4,051.12 |
3,399.91 |
3,786.05 |
| Tax expenses |
895.12 |
1,035.11 |
777.81 |
930.09 |
| Share in profit / (loss) in associates (net) |
116.93 |
6.09 |
- |
- |
Net Profit / (Loss) after tax from
continuing operations |
2,478.52 |
3,022.10 |
2,622.1 |
2,855.96 |
Net Profit / (Loss) after tax from
Discontinuing operations |
- |
(119.73) |
- |
- |
Other Comprehensive Income (Net) |
0.66 |
(56.90) |
(27.18) |
25.84 |
Total comprehensive income for the year |
2,479.18 |
2,845.47 |
2,594.92 |
2,881.80 |
| Non controlling interest |
57.44 |
204.47 |
- |
- |
| Net Profit for owners |
2,421.74 |
2,641.00 |
2,594.92 |
2,881.80 |
| Earnings per equity shares Rs. (face value
Rs. 1 each) |
|
|
|
|
| - Basic |
2.88 |
3.64 |
3.12 |
3.69 |
| - Diluted |
2.88 |
3.54 |
3.09 |
3.59 |
Consolidated:
The Consolidated total income for FY 2025 stood at Rs. 52,596.24
million as against Rs.46,330.16 million for the previous year. The Net profit for the year
ended March 31, 2025 was at Rs. 2,421.74 million as against Net profit of Rs. 2,641.00
million for the previous year.
Standalone:
On Standalone basis, the total income for FY 2025 stood at
Rs. 52,162.07 million as against Rs. 45,210.28 million for the previous
year. The Net Profit for the year ended March 31, 2025 was at
Rs. 2,622.1 million as against Net profit of Rs. 2,881.80 million for
the previous year.
Dividend
The Directors have not recommended payment of dividend for the
financial year 2024-25, 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://tinyurl.com/54cvkwz9
Share Capital
During the year under review, 7,07,58,889 equity shares of face value
Rs. 1 each were allotted to Qualified Institutional Buyers at an issue price of Rs. 56.53
each, aggregating to Rs. 4,000 million.
Consequently, as at March 31, 2025, the total paid up share capital of
the Company stood at Rs. 84,43,76,117 divided into 84,43,76,117 equity shares of Rs. 1
each.
Information on state of affairs of the Company
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.
Borrowing
On standalone basis, the total borrowings stood at Rs. 14,905.96
million as on March 31, 2025 as against Rs. 17,321.61 million as on March 31, 2024.
Subsidiaries & Associates
As on March 31, 2025, the Company has 53 subsidiaries (including HRPL
and EDPL).
Hera Realcon Private Limited ("HRPL") and Energy Design
Private Limited ("EDPL"), the wholly owned subsidiaries of the Company, being
non-operative, have made an application to Registrar, Centre for Processing Accelerated
Corporate Exit (C-PACE) for striking off their respective names from Registrar of
Companies. HRPL was struck off vide order of C-PACE dated May 8, 2025. Application filed
for EDPL is under process for approval.
During FY 2025, the Company has incorporated Wholly Owned Subsidiary
namely Pel Nirmana Private Limited ("PNPL") in Nepal for carrying on
construction business in Nepal. The operations in PNPL are yet to commence.
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. Due to delays in
implementation of the project, in accordance with the terms of the Memorandum of Agreement
and amendment thereof, the Company has started the Arbitration proceedings in the matter
against the Government of Arunachal Pradesh. The Company is exploring the opportunity to
review the project and in discussion with the Government of Arunachal Pradesh.
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 2024 the Company has already handed over about 75% apartments out
of the total sold apartments. The Company's Mauritius subsidiary Les Salines
Development Ltd ("LSDL") had lease Agreement for development of 24.6215
hectares of land for residential, commercial, leisure and shopping etc with Government of
Mauritius (GOM) for a period of 99 years. In February 2015, suddenly GOM had terminated
the lease without assigning any reason. After termination of the project, the Company had
issued a notice of arbitration to GOM for expropriation of investment under bilateral
treaty between India and Mauritius for promotion and protection of investment in both
countries. The Arbitration process has been completed and the company has received the
final award from Government of Mauritius and amounting to Rs. 2,179.12 million (net
proceeds).
The salient features of the financial statement of each of the
subsidiaries and the associates 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:// tinyurl.com/yc22y5x4
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.
Related Party Transactions
All contracts/arrangement/transactions entered into by the Company
during FY 25 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 25 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 25 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
Directors and Key Managerial Personnel
i. Independent Directors
The Board appointed Dr. Emandi Sankara Rao (DIN: 05184747) as an
Independent Director for a period of 3 years effective from August 13, 2024 and the same
was approved by members of the Company at Annual General Meeting ("AGM") dated
September 13, 2024.
Mr. Kuppusubramanian Ramasubramanian (DIN: 01623890), ceased to be an
Independent Director of the Company effective from the closure of business hours on
September 19, 2024 on account of completion of his second and final term as an Independent
Director. The Board expressed deep appreciation and gratitude to him for his extensive
contribution and stewardship.
The necessary declarations with respect to independence have been
received from all the Independent Directors of the Company and that the Independent
Directors have complied with the Code for Independent Directors prescribed in Schedule IV
to the Companies Act, 2013. Further, Board confirms compliance with the Code of Conduct
for Directors and senior management personnel as formulated by the Company. ii. Other
Directors / Key Managerial Personnel
During the year under review, the following changes in the composition
of Executive/Non-Executive Directors/KMPs took place: Mr. Tirth Nath Singh (DIN: 08760833)
resigned as Whole Time Director of Company effective from May 3, 2024.
*Mr. Kishan Lal Daga (DIN: 00083103) was appointed as an Additional and
Whole Time Director on the Board of Company for a period of 3 years effective from June
15, 2024. *Mr. Dimitrius D‘Mello was appointed as Additional and Whole Time Director
on the Board of Company for a period of 3 years effective from August 13, 2024.
Due to sudden and untimely demise of Mr. Rupen Patel (DIN: 00029583),
he ceased to be Promoter, Chairman & Managing Director effective from July 5, 2024. In
response to this tragic loss, the following appointments were made for seamless
functioning of the Company: a. *Ms. Janky Patel (DIN: 00032464) was appointed as an
Additional/Non-Executive Director, designated as "Chairperson" on the Board of
the Company effective from July 6, 2024. b. *Ms. Kavita Shirvaikar (DIN: 07737376), Whole
Time Director & CFO of the Company was re-designated as Acting Managing Director of
the Company effective from July 6, 2024 as an ad hoc arrangement. She was then
re-designated as Managing Director effective from August 13, 2024 to March 31, 2027. c.
Mr. Rahul Agarwal was appointed as Acting Chief Financial Officer of the Company effective
from July 6, 2024 as an ad hoc arrangement. He was then appointed as Chief Financial
Officer of the Company effective from November 13, 2024.
*These appointments were approved by members at the AGM of Company
held on September 13, 2024.
The Board expresses their deep condolences at the untimely demise of
late Mr. Rupen Patel. His visionary leadership and unwavering commitment have been the
cornerstone of the Company's success and the Company remains committed honoring Mr.
Rupen Patel's legacy and ensuring the continued success of the Company he so
passionately led.
Mr. Kishan Lal Daga (DIN: 00083103)- Whole Time Director of the Company
retires by rotation at the ensuing Annual General Meeting and being eligible, offers
himself for reappointment.
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, 2025, the Board met 5 times. The
meeting of the Board of Directors of the Company was held on May 18, 2024, July 6, 2024,
August 13, 2024, November 13, 2024 and February 12, 2025.
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.
Evaluation of the performance of the Board
Based on Boards' Evaluation Policy, the performance of the Board
of Directors, its Committees, Chairman/Chairperson, Executive Directors, Non-Executive 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 12,
2025 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.
Internal Financial Controls and Risk Management
The Company has in place adequate internal financial control with
reference to financial statement. The Company ensures operational efficiency, protection
and conservation of resources, accuracy in financial reporting and compliance with laws
and regulations. The internal control system is supported by an internal audit process.
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.
Audit Committee
The Audit Committee presently comprises of:
| Mr. Ashwin Parmar |
Independent Director |
|
(Chairman of the Committee) |
| Dr. Sunanda Rajendran |
Independent Director |
| Ms. Kavita Shirvaikar |
Managing Director |
Whistle Blower Policy
The Company has adopted a Whistle Blower Policy to comply with the
principles of Business Responsibility and Sustainability Reporting (BRSR reporting) as
amended by SEBI. The Policy 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. The Policy is uploaded on the Company's
website at the link https://tinyurl.com/4wp9nf9n 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.
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) comprising of the following Directors as its
members:
| Mr. Ashwin Parmar |
Independent Director (Chairman) |
| 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.
Statutory Audit
M/s Vatsaraj & Co. (FRN: 111327W), the Statutory Auditors of the
Company hold office until the conclusion of the 78th AGM to be held in the year
2027. Pursuant to Section 141 of the Act, the Auditors have represented that they are not
disqualified and continue to be eligible to act as the Auditor 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 Audit
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 77th 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
2024-25.
Secretarial Audit
The Board of Directors appointed M/s. MMJB & Associates LLP,
Company Secretaries to conduct Secretarial Audit of the Company for the financial year
ended March 31, 2025. The Report of the Secretarial Auditor is provided as Annexure IV
to this Report. The Secretarial Audit Report does not contain any qualification,
reservation, adverse remarks or disclaimer.
Cost Audit
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, 2025. 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 of Women at workplace
The Company has a Policy on Prevention of Sexual Harassment of Women at
Workplace. No cases were reported during the year under review. 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.
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
V to this Report.
Annual Return
Pursuant to Section 92 and 134 of the Act, the Annual Return as at
March 31, 2025 in Form MGT-7, is available on the website of the Company at the link
https://tinyurl.com/4dxz5auv
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
Pursuant to the Listing Regulations, the Report on Corporate Governance
together with the certificate issued by M/s. Vatsaraj & Co., the Statutory Auditors 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, 2025 is uploaded on
the Company's website at the link https:// tinyurl.com/yc54kpjn 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.
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. iii) The Company has complied with the Secretarial Standard issued by the
Institute of Company Secretaries of India. iv) No fraud has been reported by the Auditors,
to the Audit Committee and the Board. v) 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 2024-2025 which are pending for hearing and final
disposal against our Company under IBC which do not materially impact the business of the
Company.
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, 2025; 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 has been
devised to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
Business Responsibility and Sustainability Report - ("BRSR")
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 2024-25 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 at
https://tinyurl.com/3reyucub.
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 13, 2025 |
Managing Director |
Whole Time Director |
| Mumbai |
DIN: 07737376 |
DIN: 00083103 |
|