PTL Enterprises Ltd

Dear Members,

Your Directors have pleasure in presenting the 64^th Annual Report on the business and operations of the PTL Enterprises Ltd (“the Company”), together with the audited financial statements for the financial year ended 31^st March 2025.

FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended 31^st March 2025 is summarised below:

(Rs. in Lakhs)

OPERATIONS AND THE STATE OF COMPANY'S AFFAIR

The total income of your Company for the year ended 31^st March 2025, amounted to Rs. 7,109.77 Lakhs as against Rs. 6,991.59 Lakhs during the previous year. It includes a rental lease of Rs. 6,111.96 Lakhs received from Apollo Tyres Ltd. (ATL), in accordance with the terms of the Lease Agreement executed with ATL. After providing for depreciation, exceptional item and tax, net profit for the year under review amounted to Rs. 3,629.51 Lakhs as against Rs. 2,356.03 Lakhs in the previous year. Accounts for the current year have been prepared on the basis of Companies (Indian Accounting Standard) Rules, 2015 (IND AS).

DIVIDEND

Your Company has a consistent track record of dividend payment. The Directors are pleased to recommend final dividend of Rs. 1.75 per equity share of face value of Re. 1/- each (175 %) for the financial year 2024-2025. The payment of Dividend shall be subject to approval of shareholders at the ensuing Annual General Meeting (“AGM”) of the Company and shall be subject to the deduction of Income tax at source. The dividend, if approved, shall be payable to the members holding shares as on record date i.e 11^th July 2025.

TRANSFER TO RESERVE

As permitted under the provisions of the Companies Act, 2013, the Board does not propose to transfer any amount to general reserve during the period under review.

CHANGE IN SHARE CAPITAL STRUCTURE

During the year under review, the issued, subscribed and paid-up Equity Share Capital of the Company was 13,23,77,000 equity share of Re. 1 each. There was no change in the Capital Structure of the Company.

a. Issue of equity shares with differential rights

Your Company has not issued any equity shares with differential rights during the year under review.

b. Issue of sweat equity shares

Your Company has not issued any sweat equity shares during the year under review.

c. Issue of employee stock options

Your Company has not issued any employee stock options during the year under review.

d. Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees

Your Company has not made any provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees during the year under review.

CORPORATE GOVERNANCE

The Company is making best efforts to achieve the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (“SEBI”). The Company always places major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organization's Corporate Governance philosophy is directly linked to high performance.

The Company is committed to adopting and adhering to established world-class Corporate Governance practices. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large, and strives to serve their interests, resulting in the creation of value and wealth for all stakeholders.

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report. The compliance report on Corporate Governance and a certificate from M/s. SCV & LLP, Chartered Accountants, (Firm Registration No. 000235N) Statutory Auditors of the Company, regarding compliance of the conditions of Corporate Governance, as stipulated under Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith as Annexure-1 which forms part of this Integrated Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, has mandated the top 1000 Listed Companies by market capitalization to include Business Responsibility and Sustainability Report ('BRS Report') in their Annual Report. Although PTL is not among the top 1000 listed Companies on basis of market capitalization as on 31^st December 2024 (latest list as on date of this report), as per the list issued by Stock Exchanges. However, for better corporate governance your Company has constituted a Business Responsibility Committee comprising of Mr. B.K. Singh (Chairman) Non-Executive Independent Director, Mr. Harish Bahadur (Member), NonExecutive Non-Independent Director and Mr. Sunil Tandon (Member) Non-Executive Independent Director.

The Business Responsibility Committee voluntarily adopted and has approved a BRSR format covering the major area of BRSR in the format prescribed by SEBI and mentioned in business principles laid down in the National Guidelines for Responsible Business Conduct.

The copy of the report is available on the Company's website and can be accessed at https://www.ptlenterprise.com.

BOARD OF DIRECTORS

(A) Changes in Directors and Key Managerial Personnel

During the year under review and between and the period end of the financial year and date of this report, the following are the changes in Directors and Key Managerial Personnel of the Company: -

Pursuant to the provisions of Section 152(6) of the Companies Act 2013, (“The Act”) Rules made thereunder and other applicable provisions, if any, and the Articles of Association of the Company, Mr. Neeraj Singh Kanwar (DIN: 00058951), Director of the Company, being in the office for the longest term, will retire by rotation at the ensuing 64^th Annual General Meeting, and being eligible, offers himself for re- appointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee (“NRC”) has recommended his re- appointment at the 64^th Annual General Meeting of the Company.

The Board of Directors on the recommendation of the NRC has re- appointed Mrs. Sonali Sen (DIN: 08736062), Independent Woman Director for a consecutive term of 5 years subject to the approval of the Shareholders.

None of the aforesaid Directors are disqualified under Section 164(2) of the Companies Act, 2013. Further, they are not debarred from holding the office of Director pursuant to order of SEBI or any other authority.

Mr. U.S. Anand (DIN: 02055913) had ceased as Independent Directors of the Company with effect from the closure of business hours on 21^st September 2024 consequent to completion of his second term as Independent Director.

The Members of the Company at their 63^rd Annual General Meeting held on 24^th July 2024 had approved the fixation of tenure of Mr. Onkar Kanwar (DIN: 00058921) Chairman, as Non-Executive Director of the Company for a period of five years with effect from 14^th May 2024 till 13^th May 2029.

The Members of the Company, at their 63^rd Annual General Meeting held on 24^th July 2024, approved the appointment of Mr. Ranganayakulu Jagarlamudi (DIN-08153627) as Independent Director, not liable to retire by rotation, for a term of 5 consecutive years with effect from 7^th February 2024 till 6^th February 2029.

Mr. S. Sujith, appointed Manager under the Companies Act, 2013, retired from the services of the Company w.e.f. 28^th February 2025. The NRC has recommended to the Board for the appointment of Mr. Anil Kumar Sriwastawa, as a Manager and Key Managerial Personnel, under Companies Act, 2013 and for a period of 5 years starting from 15^th May 2025 to 14^th May 2030, subject to the approval of shareholder in the ensuing Annual General Meeting.

Mr. Pradeep Kumar, Company Secretary, ceased as Company Secretary and Compliance Officer w.e.f. 31^st August 2024, in his place Ms. Jyoti Upmanyu was appointed as Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company w.e.f. 1^st September 2024.

The Company has formulated a Code of Conduct for Directors and Senior Management Personnel and they have complied with all the requirements mentioned in the aforesaid code. In the opinion of the Board, the Independent Directors appointed during the year possess requisite integrity, expertise, experience and proficiency.

The following are the KMP's of the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

(B) Declaration by Independent Directors

In terms with Section 149(7) of the Companies Act, 2013 read with Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Independent Directors of the Company have submitted declarations that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and also Regulation 16(I)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also complied with the Code for Independent Directors as per Schedule IV of the Companies Act, 2013. All our Independent Directors are registered on the Independent Directors Databank.

(C) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and applicable Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board is required to carry out annual evaluation of its own performance and that of its Committees and individual Directors. The Nomination and Remuneration Committee (NRC) of the Board also carries out an evaluation of every Director's performance. Accordingly, the Board, Independent Directors and NRC of your Company have carried out the performance evaluation during the year under review.

For annual performance evaluation of the Board as a whole, it's Committee(s) and individual Directors including the Chairman of the Board, the Company has formulated a questionnaire to assist in evaluation of the performance. Every Director has to fill the questionnaire related to the performance of the Board, its Committees and individual Directors except himself by rating the performance on each question on the scale of 1 to 5, 1 being Unacceptable and 5 being Exceptionally Good.

On the basis of the response to the questionnaire, a matrix reflecting the ratings was formulated and placed before the Board for formal annual evaluation by the Board of its own performance and that of its Committees and individual Directors. The Board was satisfied with the evaluation results.

(D) Separate Meeting of Independent Directors

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on 26^th March 2025.

The Independent Directors at the meeting, inter alia, reviewed the following: -

• Performance of Non-Independent Directors and Board as a whole.

• Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non Executive Directors.

• Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

(E) 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:

In the opinion of the Board, Independent Directors of the Company possess required integrity, expertise and experience necessary for administrative working in the industry.

(F) Nomination & Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, laid down a Nomination & Remuneration Policy pursuant to sub section (3) of section 178 of the Companies Act, 2013 for selection and appointment of the Directors, Key Managerial Personnel and Senior Management and their remuneration. The extract of the Nomination and Remuneration Policy covering the salient features are provided in the Corporate Governance Report forming part of Board's Report.

The Nomination & Remuneration Policy of the Company is available on the website of the Company and the web link is: https://ptlenterprise.com/codes-and-policies.html

(G) Code of Conduct for Directors and Senior Management

The Company has formulated a Code of Conduct for Directors and Senior Management Personnel and has complied with all the requirements mentioned in the aforesaid code. For further details, please refer the Corporate Governance Report.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS

In the Finance Act 2024, the Government had announced Direct Tax Vivad se Vishwas Scheme (the scheme), whereby option was given to settle Income Tax litigations.

Under this scheme, the Company had applied for tax litigation resolution to resolve income tax disputes for FY 2009-10 to 2013-14, FY 2017-18 & FY 2019-20. As per the settlement order passed by Income tax department, the Company has made a payment of Rs. 9.30 crores in accordance with the calculations specified in the scheme to settle income tax litigations related to these years.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Regulation 34 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review, none of the Company have become or ceased to be subsidiaries, joint ventures or Associate Companies.

MATERIAL SUBSIDIARIES

Your Company has no material subsidiary as per Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits in terms of Chapter V of the Act and no amount of principal or interest was outstanding in respect of deposits from the public as on the date of Balance Sheet.

AUDITORS

M/s SCV & Co. LLP (Firm Registration No 000235N/N500089), Chartered Accountants, were appointed as Statutory Auditors of the Company, for a period of five years till the conclusion of 66th Annual General Meeting, in the Annual General Meeting of the Company held on 14^th July 2022, on the expiry of their previous term of appointment.

AUDITORS' REPORT

The report furnished by M/s SCV & Co. LLP, Chartered Accountants, Statutory Auditors on financial statements of the Company for F.Y 2024-2025 is part of the Annual Report. The comments on statement of accounts referred to in the report of the Auditors are self-explanatory. The Auditors' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s RSMV & Co., Company Secretaries as Secretarial Auditor of the Company undertake Secretarial Audit of the Company for F.Y. 2024-2025.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Secretarial Audit Report given by the Secretarial Auditor is attached as Annexure - 2 and forms part of this Integrated Annual Report.

Pursuant to the requirement of Regulation 24(A)(1)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and on the basis of recommendation of Audit Committee, the Board recommends to appoint M/s RSMV & Co., as Secretarial Auditors of the Company, for a term of five (5) consecutive years, to hold office of the Secretarial Auditor for the FY 2025-26 to the FY 2029-30 (subject to approval of shareholders in ensuing AGM). They have confirmed that they are eligible for the said appointment.

COST AUDIT

Your Company does not have its own production as its facility has been leased out to Apollo Tyres Ltd. Under the Companies (Cost Records and Audit) Rules, 2014 and further amendment thereto, Company leased income is not classified under the aforesaid Rules, hence cost audit is not applicable in respect of your Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee under section 143(12) of the Act, any instances of fraud committed against the Company by its officer or its employees, the details of which would need to be mentioned in the Board's Report. Therefore, no detail is required to be disclosed under the Companies Act, 2013.

DISCLOSURE ON VIGIL MECHANISM

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in order to ensure that the activities of the Director(s) and employee(s) are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the Company has established a robust Vigil Mechanism and a Whistle-Blower Policy to deal with unethical behavior, actual or suspected, malpractices, wrongful conduct, fraud, violation of Company's code of conduct without fear of reprisal. The details of the policy are explained in Corporate Governance Report and also posted on the website of the Company.

NUMBER OF MEETINGS OF THE BOARD

During the year, 4 (Four) Board meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of all Board/ Committee meetings held during FY 2024-25 are given in the Corporate Governance Report which forms an integral part of this report.

COMMITTEES OF BOARD

As on 31^st March 2025, pursuant to the requirement of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has various Committees of Board such as Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, Corporate Social Responsibility Committee, Business Responsibility Committee and Committee of Directors (Investments/Loans). The details of composition and terms of reference of these Committees are mentioned in the Corporate Governance Report, forms part of the Integrated Annual Report.

AUDIT COMMITTEE

As per Section 177(2) and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Your Company has in place an Audit Committee comprising of Mr. Sunil Tandon (Chairman) Non-Executive Independent Director, Mr. B.K. Singh, (Member) Non-Executive Independent Director, Mr. Harish Bahadur, (Member) Non-Executive Non- Independent Director, Mr. Neeraj Singh Kanwar, (Member) Non-Executive Non- Independent Director, and Mr. Tapan Mitra (Member), Non- Executive Independent Director and Mrs. Sonali Sen, (Member), Non-Executive Independent Director.

There was no instance when the recommendation of the Audit Committee was not accepted by the Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE

As per Section 178 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Your Company has in place a Nomination and Remuneration Committee comprising of Mr. Tapan Mitra (Chairman), Non-Executive Independent Director, Mr. B.K. Singh, (Member) Non-Executive Independent Director, Mr. Harish Bahadur, (Member) Non-Executive Non-Independent Director, Mr. Onkar Kanwar, (Member) Non-Executive NonIndependent Director, Mr. Sunil Tandon (Member) Non-Executive Independent Director and Mr. Ranganayakulu Jagarlamudi, (Member), Non-Executive Independent Director.

There was no instance when the recommendation of the Nomination and Remuneration Committee was not accepted by the Board of Directors.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As per Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Your Company has in place a Stakeholders Relationship Committee comprising of Mr. Onkar Kanwar (Chairman) Non-Executive NonIndependent Director, Mr. Harish Bahadur (Member) Non-Executive Non-Independent Director, Mr. Neeraj Singh Kanwar, (Member) Non-Executive Non-Independent Director and Mr. Sunil Tandon (Member) Non-Executive Independent Director.

There was no instance when the recommendation of the Stakeholders Relationship Committee was not accepted by the Board of Directors.

RISK MANAGEMENT

As per Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Your Company has in place a Risk Management Committee comprising of Mr. Onkar Kanwar (Chairman) Non-Executive Non-Independent Director, Mr. Harish Bahadur (Member) Non-Executive Non-Independent Director and Mr. Tapan Mitra (Member) NonExecutive Independent Director.

The Risk Management Committee (RMC) was constituted to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks. The RMC on timely basis informed members of Board of Directors about risk assessment and minimization procedures. In the opinion of the RMC, there are no such risks, which may threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE AND INITIATIVES

The Company has a well-defined CSR policy which is made as per the requirement of section 135 of the Companies' Act 2013. All the CSR activities are linked with National Development Goals and globally with the Sustainable Development Goals [SDGs]. All the CSR activities of the company are routed through a registered trust (Apollo Tyres Foundation) and functions with close monitoring and guidance of the CSR committee.

Additionally, under local initiatives the Company continued its support for the watershed management initiatives (Eco restoration of Ponds). Corporate Social responsibility Report, pursuant to clause (o) of sub section (3) of Section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 forms part of this Report as Annexure- 3.

PARTICULARS W.R.T. RATIO OF REMUNERATION OF DIRECTORS AND KMP

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and is set out as Annexure - 4 which forms part of this Integrated Annual Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

Pursuant to the requirements under Section 134(3) (e) and 178 (3) of the Act, the brief policy on Directors' selection, appointment and remuneration is attached as Annexure-5 which forms part of this Integrated Annual Report and the detailed policy can be referred on the website of the Company i.e. www.ptlenterprise.com. The Nomination &

Remuneration Policy for Directors, Key Managerial Personnel and other employees sets out the guiding principles for the NRC Committee for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other employees of the Company. There has been no change in the policy during the current year.

PARTICULARS OF EMPLOYEES

None of the Employee was drawing remuneration in excess of the limits laid by the Companies Act, 2013 as specified under Rule 5(2) and Rule 5 (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As the Company's facility has been leased out to Apollo Tyres Ltd. and the Company is not carrying out any manufacturing activity of its own, no information is required to be furnished under Section 134 (3) of the Act. During the reporting period, there was no foreign exchange earnings and outgo.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Internal Financial Controls are an integrated part of the risk management process, addressing the financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

The Company has in place adequate Internal Financial Controls with reference to financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding its assets prevention and detection of fraud accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Audit Committee evaluates the Internal Financial Control system periodically.

INDUSTRIAL RELATIONS

During the year, your Company maintained harmonious and cordial industrial relations.

EXTRACT OF ANNUAL RETURN

As per Section 134(3)(a) of the Companies Act, 2013, the Annual Return referred to in Section 92(3) of the Companies Act, 2013 has been placed on the under the investors section of website of the Company i.e. https://www.ptlenterprise.com/ announcement.html.

PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN OR INVESTMENTS MADE UNDER SECTION 186 OF THEACT

During the year under review, your Company has not given any loan or guarantee which is covered under the provisions of Section 186 of the Companies Act, 2013. However, details of investments made during the year are given under notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE ACT

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. During the year, the Company did not enter into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Suitable disclosures as required by the Indian Accounting Standards have been made in the notes to the financial statements. The policy on related party transactions as approved by the Board is uploaded on the Company's website.

However, there is one existing lease agreement with Apollo Tyres Ltd .The disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2, forms part of this Integrated Annual Report as Annexure-6. Members may refer notes to the financial statements which set out related party disclosures pursuant to IND AS-24.

STATUS OF LISTING

The Company's shares are listed at BSE Limited & National Stock Exchange of India Ltd. The Company has paid the listing fees to the Stock Exchange, for the F.Y. 2024-25 and F.Y.2025-26.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year under review, No significant and material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Company's operations in future.

LEGAL COMPLIANCE REPORTING

The Board of Directors reviews in detail, on quarterly basis, the reports of compliance with all applicable laws and regulations. Any non-compliance is seriously taken up by the Board, with fixation of accountability and reporting of steps taken for rectification of non-compliance.

In the opinion of the Board, there has been no identification of elements of risk that may threaten the existence of the Company. The Company has complied with all the Secretarial Standards issued by Institute of Company Secretaries of India.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”) and Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted an Internal Committee(s) (ICs) to redress and resolve any complaints arising under the POSH Act. Training / awareness programs are conducted throughout the year to create sensitivity towards ensuring.

SECRETARIAL STANDARDS

During the year under review, your Company had complied with all the applicable Secretarial Standards as prescribed by the Institute of Companies Secretaries of India and as per Section 118 (10) of the Companies Act, 2013.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Details of funds transferred by the Company to the Investor Education and Protection Fund in accordance with the provisions of Section 125 of the Companies Act, 2013 and Rules made thereunder are given in the Corporate Governance Report which forms an integral part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 134(3)? of the Companies Act, 2013, your Directors state that:

a) in the preparation of the annual accounts for the financial year ended 31^st March 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) the Directors 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 as at the end of financial year and of the profit and loss of the Company for that period;

c) the Directors had 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 had prepared the Annual Accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY DISCLOSURES

Neither any application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 nor any settlement has been done with banks or financial institutions, during the year under review.

ACKNOWLEDGEMENTS

Your Company's organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as optimum utilization of the Company's resources for sustainable and profitable growth.

Your Directors extend sincere gratitude to the Central Government, State Government of Kerala and all other governmental bodies for their continued co-operation, assistance and encouragement. We wish to place on record our appreciation to business partners, members, bankers and other stakeholders for their continued support during the year review. We place on record our appreciation to all employees for their hard work, dedication, and contributions to the ongoing growth of the Company.