OPERATING RESULTS AND BUSINESS

Financial year 2024-25 was a year of meaningful progress,
marked by steady improvements in operational performance
and the execution of key strategic initiatives. These included
capacity expansion, selective acquisitions and mergers, and
successful capital raising through a Qualified Institutional
Placement (QIP), all aimed at supporting long-term growth.

Operations scaled during the year, supported by enhanced
technical capabilities and a continued shift towards higher-
value engineering segments. Our consolidated capacities
as on 31^st March 2025 stood at 90,000 MT of sheet metal,
6,33,600 of machining hours and 18,600 MT of castings.
This integrated setup has improved overall efficiency and
execution, while also strengthening the ability to serve a
diverse and growing customer base. Improvements in planning,
process optimisation, and customer engagement have

further contributed to a healthier order pipeline and stronger
positioning across strategic industries.

The total income for the financial year 2024-25 was
' 1,562.96 crore, as compared to ' 1,292.66 crore in the
previous year. The total debt as on 31^st March 2025 stood at
' 579.46 crore, comprising ' 281.27 crore in long-term debt and
' 298.19 crore in short-term debt (including accrued interest).
Cash and cash equivalents and other bank balances at the
year-end stood at ' 108.09 crore, resulting in a net debt
position of ' 471.37 crore. The Company continued to maintain
a conservative leverage profile, with a total debt-to-equity ratio
of 0.85.

TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount
of profit under Retained Earnings. Accordingly, your Company

has not transferred any amount to General Reserves for the
year ended 31^st March 2025.

SCHEME OF AMALGAMATION

The Board of Directors, at its meeting held on 15^th June 2023,
approved a Scheme of Amalgamation among Pitti Castings
Private Limited (PCPL), Pitti Rail and Engineering Components

Limited (PRECL), and the Company, under Sections 230-232 of
the Companies Act, 2013.

The Scheme was approved by shareholders and creditors
at their respective NCLT-convened meetings on 22^nd March
2024. Following this, a joint petition was filed with the Hon'ble
National Company Law Tribunal (NCLT), Hyderabad Bench,
which approved the Scheme vide its order dated 3^rd October
2024. The amalgamation became effective on 24^th October
2024 with the appointed date as 1^st April 2023. In accordance
with the Scheme 21,88,772 equity shares as per the share
entitlement ratio were allotted to eligible PCPL shareholders.
Further the shares held by the Company in PCPL and PRECL
were cancelled.

The standalone and consolidated financial statements have
been restated effective from the appointed date, i.e., 1^st April
2023.

ACQUISITIONS

During the year under review, the Company acquired a 100%
stake in Bagadia Chaitra Industries Private Limited (now Pitti
Industries Private Limited) pursuant to the Share Purchase
Agreement dated 11^th March 2024, making it a wholly-owned
subsidiary of the Company with effect from 6^th May 2024.

During the year under review, the Board of Directors, at its
meeting held on 25^th July 2024, approved the acquisition of
100% stake in Dakshin Foundry Private Limited. Pursuant to
this approval, the Company entered into a Share Purchase
Agreement on the same date and completed the acquisition
making Dakshin Foundry Private Limited a wholly-owned
subsidiary of the Company with effect from 25^th July 2025.

QUALIFIED INSTITUTION PLACEMENT (QIP)

During the year under review, the Company had raised
' 35,999.99 lakhs through a Qualified Institutions Placement
(QIP) by allotting 34,14,749 equity shares of face value ' 5 each
at an issue price of ' 1,054.25 per share (including a premium
of ' 1,049.25 per share) to eligible Qualified Institutional Buyers
(QIBs) on 11^th July 2024. The issue was made in accordance
with the SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018. The objects of the QIP as stated in the
Placement Document dated 11^th July 2024 were for the
repayment and/or prepayment, in full or in part, of certain

borrowings availed by the Company and for general corporate
purposes.

As of 31^st March 2025, the entire QIP proceeds have been
fully utilised in line with the objects stated in the Placement
Document and there was no deviation or variation in the
utilisation of the funds.

SHARE CAPITAL

Pursuant to the approval of the Scheme of Amalgamation by
the Hon'ble NCLT, Hyderabad Bench, and in accordance with
clause 12.2 ('Combination of the Authorised Share Capital')
of the Scheme, the authorised share capital of the Company
stands increased from ' 30,00,00,000 (6,00,00,000 equity
shares of ' 5 each) to ' 166,89,25,000 (33,37,85,000 equity
shares of ' 5 each).

During the year under review, the Company made following
allotments:

As a result, the fully paid-up equity share capital increased
from ' 16,02,50,335 (3,20,50,067 equity shares of ' 5 each) to
' 18,82,67,940 (3,76,53,588 equity shares of ' 5 each).

The Company has not issued shares with differential voting
rights and sweat equity shares.

DIVIDEND

The Board of Directors have recommended a final dividend of
' 1.50/- (30%) per fully paid equity share of ' 5/- for the
financial year ended 31^st March 2025. The record date for
payment of dividend is Friday, 19^th September 2025. The final
dividend subject to the approval of members at the ensuing
41^st AGM will be paid within 30 days from the conclusion of
the AGM.

As per the Income-Tax Act, 1961, dividends paid or distributed by
the Company shall be taxable in the hands of the shareholders.
Accordingly, the Company makes the payment of the dividend

after deduction of tax at source ("TDS").

The dividend recommended is in accordance with the Dividend
Distribution Policy of the Company. The said policy in terms
of Regulation 43A of the SEBI Listing Regulations is available
on the Company's website at https:/pitti.in/api/investor-
relation/download/Dividend%20distribution%20policy.
pdf?id=148&disposition=inline

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31^st March 2025, the Company has two wholly owned
subsidiaries viz., Pitti Industries Private Limited (Formerly
Bagadia Chaitra Industries Private Limited) ("PIPL") and
Dakshin Foundry Private Limited ("DFPL"). PIPL is engaged in
the manufacture of electrical steel laminations, assemblies,
and die-cast rotors, with manufacturing facility in Tumakuru,
Karnataka and DFPL is engaged in the manufacture of high-
quality casting in ductile iron, grey iron, low carbon, alloy steel
grades and simo iron castings along with value added services
like pattern making with manufacturing facility in Hosakote,
Karnataka.

During the year under review, the Board of Directors reviewed
the affairs of the subsidiaries. There has been no material
change in the nature of the business of the subsidiaries.
As required under the provisions of Section 129 (3) of the
Companies Act, 2013, read with Companies (Accounts) Rules,
2014, a statement containing salient features of the financial
statements of subsidiaries is provided in the prescribed format
AOC-1 as Annexure to the consolidated financial statements
and hence not repeated here.

In accordance with Regulation 16 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, PIPL and DFPL have been identified as
material unlisted subsidiaries of the Company. The Company
has formulated a Policy for Determining Material Subsidiaries,
which is available on its website at: https:/pitti.in/api/
investor-relation/download/Policy%20for%20Determining%20
Material%20Subsidiary%20(Effective%20from%20April%20
1%2C%202019).pdf?id=152&disposition=inline

The Company does not have any joint venture or associate
companies.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of the
Company as on 31^st March 2025, which forms part of this
Annual Report, have been prepared pursuant to the provisions
of the Companies Act, 2013, SEBI Listing Regulations and
applicable Indian Accounting Standard (IndAS) on Consolidated
Financial Statements (IndAS-110) as notified by the Ministry of
Corporate Affairs.

In accordance with Section 136 of the Companies Act, 2013 the
financial statements of the subsidiary companies will be made
available to the Company's members on request and kept for
inspection during business hours at the Company's registered
office. The statements are also available on the website of the
Company https:/pitti.in/investors/annual-reports/subsidiarv.

MATERIAL CHANGES

There have been no material changes and commitments
affecting the financial position of the Company between the
end of the financial year of the Company to which the financial
statements relate and the date of this report. Further, it is
hereby confirmed that there has been no change in the nature
of business of the Company.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted
any deposit within the meaning of Section 73 and 74 of the
Companies Act, 2013 read with Companies (Acceptance of
Deposits) Rules, 2014 (including any statutory modification(s)
or re-enactment for the time being in force.

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

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo pursuant
to Section 134(3)(m) of the Companies Act, 2013, read with the
Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed
as an Annexure-1 and forms an integral part of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

There are no significant and material orders passed by the
regulators / courts that would impact the going concern status
of the Company and its future operations.

There are no proceeding pending under the Insolvency and
Bankruptcy Code, 2016 and there are no instances of onetime
settlement with any Bank or Financial Institution.

DIRECTOR'S & KEY MANAGERIAL PERSONNEL

During the year under review, the shareholders at the AGM
held on 20^th September 2024, approved the appointment of
Shri Vinod Kumar Nagururu (DIN 00121111), Smt Kemisha Soni
(DIN 06805708), and Smt Priti Paras Savla (DIN 00662996) as
Independent Directors for a term of five years from 14^th August
2024 to 13^th August 2029.

Shri N R Ganti (DIN 00021592), Shri Gummalla Vijaya Kumar

(DIN 00780356), Shri M Gopala Krishna (DIN 00088454), and
Kumari Gayathri Ramachandran (DIN 02872723) completed

their second term as Independent Directors on 21^st September
2024 and ceased to be Directors effective 22^nd September
2024. Shri S Thiagarajan will complete his second term on 23^rd
April 2025 and will cease to be a Director from 24^th April 2025.

The Board places on record its appreciation for the services
rendered by the Independent Directors during their tenure.

With effect from 15^th May 2024, Shri Sharad B Pitti, Chairman
& Managing Director and Shri Akshay S Pitti, Vice-Chairman &
Managing Director were re-designated as Founder & Chairman
and Managing Director & Chief Executive Officer respectively.

In accordance with Section 152 of the Companies Act, 2013,
Shri Sharad B Pitti, Founder & Chairman retires by rotation and
being eligible offers himself for re-appointment. The details
of the Director seeking re-appointment will be provided in the
notice convening the 41^st AGM of the Company.

None of the Directors of the Company are disqualified under
the provisions of the Companies Act, 2013 and SEBI Listing
Regulations. The certificate of non-disqualification of Directors
pursuant to SEBI Listing Regulations is annexed to this Report.

The Independent Directors of the Company have submitted
a declaration confirming that they meet the criteria of
independence as provided in Section 149(6) of the Companies
Act, 2013 and Regulation 16 (1) (b) of the SEBI Listing
Regulations and that they are not aware of any circumstance
or situation, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge duties with an
objective independent judgement and without any external
influence. In the opinion of the Board, all Independent Directors
are independent of the management.

In terms of Section 150 of the Companies Act, 2013 read
with Rule 6 of the Companies (Appointment and Qualification

of Directors) Rules, 2014, all the Independent Directors of
the Company have registered themselves with the databank
maintained by the Indian Institute of Corporate Affairs. Further
all Independent Directors are exempted from the requirement
to undertake online proficiency self-assessment test as
required under the said rules.

The following are the Key Managerial Personnel of the Company
as on the date of this report.

Shri Sharad B Pitti, Founder & Chairman, Shri Akshay S Pitti,
Managing Director & Chief Executive Officer, Shri M Pavan
Kumar, Chief Financial Officer and Kumari Mary Monica
Braganza, Company Secretary & Chief Compliance Officer.

MEETINGS OF THE BOARD

Seven meetings of the Board were held during the year. The
details of composition of the Board, particulars of meetings
held and attended by each Director are detailed in the Corporate
Governance Report, which forms part of this Report.

COMMITTEES OF THE BOARD

Detailed composition of the Board committees, number of
meetings held during the year under review and other related
details are set out in the Corporate Governance Report, which
forms a part of this Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and
SEBI Listing Regulations, the Board has carried out the annual
evaluation of the Directors as well as the evaluation of the
Board and its Committees. The performance evaluation of the
Independent Directors was carried out by the entire Board,
except the Director being evaluated. The performance evaluation
of the Founder & Chairman and the Managing Director & Chief
Executive Officer was carried out by the Independent Directors.
The process was carried out by circulating questionnaires on
the functioning of the Board, its Committees and Individual
Directors on parameters approved by the Nomination and
Remuneration Committee.

As an outcome of the above exercise, it was noted that the
overall performance of the Board as a whole, its Committees
and Individual Directors continue to function effectively
and contribute meaningfully to the Company's governance
and growth. The Board exhibited strategic foresight, strong
governance, stakeholder focus, and a collaborative approach
to decision-making. The Independent Directors expressed
satisfaction with the Board's functioning and reaffirmed
their confidence in its ability to steer the Company towards
sustainable, long-term growth.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information relating to remuneration and other details
as required pursuant to Section 197 of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, as
amended, is provided as an Annexure-2 to this report.

The statement containing particulars of the top ten employees
and those drawing remuneration in excess of the limits
prescribed under the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
provided in a separate annexure forming part of this Report.
However, in accordance with the provisions of Section 136(1)
of the Companies Act, 2013, the Annual Report is being sent
to all members excluding the said statement. The statement is
available for inspection at the Registered Office of the Company
on all working days during business hours. Any member
desirous of obtaining a copy may write to the Company
Secretary, and the same will be furnished upon request.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the
Directors of the Company confirm that:

a) in the preparation of the annual accounts for the financial
year ended 31^st March 2025, the applicable Accounting
Standards have been followed and there are no material
departures from the same.

b) such accounting policies as mentioned in the notes to
the financial statements have been applied consistently
and judgements 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 as at 31^st March
2025 and of the profit of the Company for the year ended
on that date.

c) 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.

d) the annual accounts have been prepared on a 'going
concern' basis.

e) proper internal financial controls laid down by the
Directors were followed by the Company and that such
internal financial controls are adequate and operating
effectively and

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

INDUSTRIAL RELATIONS

The Company maintained cordial and stable industrial relations
during the year under review. The Company continues to
view its employees as a key asset and remains committed to
their development while aligning performance with business
goals. Regular training programmes, performance-based
incentives, increments, and other employee welfare initiatives
have ensured healthy industrial relations. During the year, the
Company also introduced an Employee Stock Option Scheme to
further strengthen employee engagement and create a sense
of ownership among key talent. The total number of employees
on rolls as on 31^st March 2025 was 2015.

PREVENTION OF SEXUAL HARASSMENT

The Company has formulated a policy for the prevention of
sexual harassment at the workplace, in line with the provisions
of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (POSH Act). The policy
aims to ensure a safe, respectful, and inclusive working
environment by preventing and addressing any form of sexual
harassment, while also outlining procedures for the resolution
and redressal of complaints.

The Company is committed to upholding a workplace culture
that fosters equality, dignity, and mutual respect, and maintains
zero tolerance towards any violation of its Code of Conduct,
including its sexual harassment policy. An Internal Complaints

Committee has been duly constituted in compliance with the
said Act. Details of complaints received during the year under
review under POSH Act are as under:

a) Number of complaints of sexual harassment received
during the financial year: Nil

b) Number of complaints disposed of during the financial
year: Nil

c) Number of complaints pending as on end of the financial
year: Nil

d) Number of complaints pending for more than ninety days:
Nil

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a whistle blower policy and has
established necessary vigil mechanism as defined under
Regulation 22 of the SEBI Listing Regulations and section
177 of the Companies Act, 2013 for stakeholders including
directors and employees to report their concerns about
unethical behaviour, actual or suspected fraud or violation of
the Company's code of conduct or ethical policy. The policy
provides for adequate safeguards against victimisation of
employees who avail of the mechanism.

During the year under review, no personnel was denied access
to the Audit Committee. The policy is posted on the website of
the Company at:

https:/pitti.in/api/investor-relation/download/Whistle%20

Blower%20Policy%20%20Vigil%20Mechanism%20

Policy%20(Effective%20from%20April%201%2C%202019).

pdf?id=159&disposition=inline

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an effective internal control and risk mitigation
system, which are constantly assessed and strengthened with
new / revised standard operating procedures. The Company's
internal control system is commensurate with its size, scale and
complexities of its operations. The internal audit is entrusted to
M/s. Laxminiwas & Co, Chartered Accountants. The main thrust
of internal audit is to test and review controls, appraisal of risks
and business processes, besides benchmarking controls with
best practices in the industry.

The Audit Committee actively reviews the adequacy and
effectiveness of the internal control systems and suggests
improvements to strengthen the same. The Company has a
robust Management Information System, which is an integral
part of the control mechanism.

Further, the Statutory Auditors of the Company have also
issued an attestation report on internal control over financial

reporting (as defined in section 143 of Companies Act, 2013)
for the financial year ended 31^st March 2025, which forms part
to the Statutory Auditors Report.

RISK MANAGEMENT

Risk management is embedded in the Company's operating
framework. The Company believes that managing risks help
in maximising returns. The Company has an elaborate risk
management framework in place, which helps in identifying
the risks and proper mitigation thereof and lays down the
procedure for risk assessment and its mitigation through a Risk
Management Committee. The risk management framework is
periodically reviewed by the Board and the Audit Committee.
The major risks which may pose challenges are set out in the
Management Discussion and Analysis which forms an integral
part of this report.

The Company has constituted a Risk Management Committee,
details of the same are set out in the Corporate Governance
Report. A Risk Management Policy has been formulated and

adopted pursuant to the applicable provisions of the Companies
Act, 2013 and SEBI Listing Regulations.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility continues to be an integral
part of the Company's values and culture. During the year
under review, the Company undertook various CSR initiatives
in the areas of education, healthcare, and animal welfare, in
accordance with the provisions of Section 135 of the Companies
Act, 2013.

The Annual Report on CSR activities, as required under Rule 8
of the Companies (Corporate Social Responsibility Policy) Rules,
2014, read with Sections 134(3) and 135(2) of the Companies
Act, 2013, forms an integral part of this Report and is annexed
as Annexure-3.

The policy for Corporate Social Responsibility is available on the
website of the Company at

https://pitti.in/api/investor-relation/download/CSR%20

Policy%20(Effective%20from%20April%201%2C%202021).

pdf?id=143&disposition=inline

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments under the
provisions of Section 186 of the Companies Act, 2013 read with
the Companies (Meetings of Board and its Powers) Rules, 2014
as of 31^st March 2025, are given in Notes to the standalone
financial statements of the Company.

RELATED PARTY TRANSACTIONS

All transactions entered with related parties during the year
under review were on arm's length basis and in the ordinary

course of business and is in accordance with the provisions of
the Companies Act, 2013 and the SEBI Listing Regulations. The
material related party transactions entered by the Company
are made with the approval of the Members. The information
on transactions with related parties is given in Annexure-4 in
Form No.AOC-2 and the same forms part of this report.

All related party transactions are placed before the Audit
Committee and omnibus approval is obtained for transactions
which are of repetitive nature.

The policy on related party transactions as approved
by the Board of Directors has been uploaded on the
website of the Company at https:/pitti.in/api/investor-
relation/download/Policv%20on%20Related%20Partv%20
Transaction%20(Effective%20from%20April%201%2C%202022).
pdf?id=156&disposition=inline

PITTI ENGINEERING LIMITED EMPLOYEES STOCK OPTION
SCHEME 2024

During the year under review the shareholders had approved
the "Pitti Engineering Limited Employees Stock Option Scheme
2024" (Pitti ESOP Scheme 2024 or Scheme). The Scheme was
introduced to attract and retain talent, align employee interests
with long-term goals, and promote performance through
ownership and wealth creation opportunities. The vesting
criteria are primarily based on the achievement of annual
performance parameters by the eligible employees, number of
years of service, and such other criteria as may be prescribed
by the Nomination and Remuneration Committee from time to
time. The Scheme is implemented and administered through
trust route wherein the trust can either acquire the equity
shares of the Company by way of secondary acquisition or the
Company will issue shares to the Trust in accordance with the
Scheme.

The Nomination and Remuneration Committee, in its meeting
held on 13^th March 2025, approved the first grant of 7,87,500
employee stock options under the Scheme at an exercise price
of ' 736.72. These options were granted to eligible employees
of the Company and its subsidiaries, out of the shareholder-
approved limit of 13,00,000 options.

Details of the stock options granted under the Pitti ESOP
Scheme 2024, along with disclosures as required under the
SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("SEBI SBEB Regulations"), are provided
in Annexure-5. A certificate from the Secretarial Auditor
confirming that the Scheme has been implemented in line with
Regulation 13 of the SEBI SBEB Regulations is provided in
Annexure- 6. The Scheme has been implemented in compliance
with the provisions of the Companies Act, 2013 and the SEBI
SBEB Regulations and the details are available at Company's
website at https:/pitti.in/investors/corporate-actions/pitti-
esop-2024.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3)
of the Companies Act, 2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual
Return of the Company as on 31^st March 2025 is available on
the website of the Company at

https:/www.pitti.in/api/investor-relation/download/Draft%20

Annual%20return%20for%20the%20year%202024-2025.

pdf?id=842&disposition=inline.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with
all the applicable secretarial standards. The same has also been
confirmed by Secretarial Auditors of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the
operations of the Company as required under SEBI Listing
Regulations is provided in a separate section and forms an
integral part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report as
stipulated under Regulation 34 (2)(f) of the SEBI Listing
Regulations is applicable to the Company and the same forms
an integral part of this Report.

CORPORATE GOVERNANCE REPORT

As per Regulation 34(3) read with Schedule V of the SEBI
Listing Regulations, a detailed report on corporate governance,
together with a certificate from the Company's Auditors
confirming compliance forms an integral part of this Report.

AUDITORS AND AUDITOR'S REPORT
Statutory Auditors

In terms of Section 139 of the Companies Act, 2013 and the rules
made thereunder Talati & Talati LLP, Chartered Accountants,
(ICAI Firm Registration Number 110758W/ W100377) were
appointed as Statutory Auditors of the Company for a term of
five consecutive years to hold office from conclusion of 38^th
Annual General Meeting ("AGM") till the conclusion of the 43^rd
AGM of the Company.

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

Cost Auditors

The Company is required to maintain cost records as specified
by the Central Government under section 148(1) of the

Companies Act, 2013 and accordingly such accounts and
records are maintained by the Company.

The Board of Directors, on the recommendation of Audit
Committee has appointed M/s.S S Zanwar & Associates,
Cost Accountants (Firm Registration No.100283) as the Cost
Auditors to audit the cost accounts of the Company for the
financial year 2025-26. As required under the Companies
Act, 2013 a resolution seeking Member's ratification for the
remuneration payable to the cost auditor forms part of the
notice convening the 41^st AGM.

Secretarial Auditor

The Board of Directors of the Company had appointed Shri
Ajay Kishen, Practicing Company Secretary (FCS No: 6298 CP.
No. 5146 and Peer Review Certificate No. 1759/2022), as the
Secretarial Auditor of the Company for the financial year 2024¬
25. The Secretarial Audit Report for the financial year ended
31^st March 2025 is annexed as Annexure - 7 to this Report.
The Secretarial Audit Report does not contain any qualification,
reservation, adverse remark.

In accordance with Regulation 24A of the SEBI Listing

Regulations, the Audit Committee and the Board of Directors,
at their meeting held on 21^st April 2025, have recommended for
approval of the Members, the appointment of Shri Ajay Kishen,
Practicing Company Secretary, as the Secretarial Auditor of the
Company for a term of five consecutive years from the financial
year 2025-26 to 2029-30.

Shri Ajay Kishen has given his consent to act as the Secretarial
Auditor and has confirmed that he is eligible for appointment
and not disqualified under the applicable provisions of law.
The resolution for his appointment forms part of the Notice
convening the 41^st AGM.

Reporting of Frauds by Auditors

None of the Auditors of the Company has identified and
reported any fraud as specified under the Section 143(12) of
the Companies Act, 2013.

SECRETARIAL AUDIT REPORT OF MATERIAL UNLISTED
SUBSIDIARY

As per Regulation 24A of the SEBI Listing Regulations, listed
companies are required to attach the Secretarial Audit Report
of their material unlisted subsidiaries to the Annual Report.

Pitti Industries Private Limited (Formerly Bagadia Chaitra
Industries Private Limited) ("PIPL") and Dakshin Foundry Private
Limited ("DFPL") have been identified as material unlisted
subsidiaries of the Company for the financial year 2024-25.
Accordingly, the Secretarial Audit Reports of PIPL and DFPL are
annexed as Annexure-8 and Annexure-9 to this report.

The Board also conveys its gratitude for the continued
support, cooperation, and trust extended to the Company
by its customers, suppliers, bankers, financial institutions,
government authorities, business partners, and all other
stakeholders.