Your Directors are pleased to present the 61st Annual Report of the Company along with financial statements for the year ended 31st March 2024.

1. RESULTS OF OUR OPERATIONS

The Table below gives the financial performance of the Company for the financial year 2023-24 as compared to the previous financial year.

FINANCIAL HIGHLIGHTS

(H in Lakhs except earning per share data)

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

Based on the consolidated financial statement the Company witnessed growth in Total Income by 19.20 % to H 270.26 crores with the scaling up of capacity and induction of new customers and products during the year.

Profit before finance cost, depreciation and amortisation, exceptional items and tax (EBIDTA), as a percentage of total income, has increased to 31.83% from 29.16% in the previous year, in absolute terms it has increased by 9.16%.

Based on the standalone financial statement the Company witnessed growth in Total Income by 15.15% to H 261 crores with growth in business and the addition of new products and new customers to the Company's portfolio. Profit before finance cost, depreciation and amortisation, exceptional items and tax (EBIDTA), as a percentage of total income, has decreased to 24.20% from 25.87% in the previous year.

Please refer to the Financial Performance section of the Management Discussion and Analysis Report in this Annual Report, wherein the Company's financial and operating results have been discussed in detail.

DIVIDEND

The Company has made a substantial investment in new technologies and capabilities at its Advanced Manufacturing and Technology Centre in Lucknow, and the effect of increase in capacity utilisation and growth in higher margin products is visible in the Company's financial performance. The Company is also making a substantial investment in the Company's 100% subsidiary (AeroUoy Technologies Limited) to support its growth and capital expenditure requirements for entering into the aerospace components and strategic materials market.Therefore the directors do not consider it prudent to recommend any dividend for the year ended on March 31, 2024. The Company has also not transferred any amount to the General Reserve during the year. The amount of H 23.83 crores is proposed to be retained in the Profit and Loss Account for the year ended on March 31, 2024.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As per the requirement of section 186(4) of the Companies Act, 2013, particulars of loans given, investments made, guarantees given or securities provided along with the purpose for which the loan, guarantee or security is proposed

to be utilized by the recipient are provided in the standalone financial statements on page number 153. The Company is in compliance with the limits as prescribed under Section 186 of Companies Act, 2013 read with Rule 11 of the Companies (Meeting of Board and its Powers) Rules, 2014.

RELATED PARTY TRANSACTIONS

All contracts, arrangements, or 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. During the year, the Company had not entered into any contract, arrangement, or transaction with related parties that could be considered material in accordance with the policy of the Company on the materiality of related party transactions or which is required to be reported as Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is put up on the Company's website and can be accessed at https://www.ptcil.com. There were no materially significant related party transactions that could have potential conflict with the interest of the Company at large.

The disclosures as required under Part A of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in accordance with Ind AS 24 in the notes to standalone financial statements.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

GLOBAL PANDEMIC - COVID-19

As the COVID-19 pandemic enters its Fifth year, surveillance has declined dramatically. In most countries, life has returned to "normal". Still, millions continue to be infected or reinfected with KP-2 sub-variant, and many questions remain about the potential emergence of new variants that could cause fresh surges. As many countries adjust their emergency response, absorbing COVID-19-related actions into integrated respiratory disease management, there is an opportunity to strengthen the public health foundation for future epidemic and pandemic response efforts. Going forward, India will have to prioritise economic expansion and sustainability to maintain its trajectory of growth and influence. The country must continue to embrace transformational, rather than incremental change to shape an economic policy that supports rapid growth. Embracing transformational rather than incremental change will be crucial in shaping economic policies that support rapid growth.

PTC remains committed to comprehensive efforts addressing all facets of COVID-19, ensuring that the lessons learned from this pandemic are applied to bolster pandemic preparedness for the future. Expanding PTC Industries in 2024 necessitates a

strategic vision that integrates market insights, technological advancements, and sustainability goals. Amid evolving global industries, PTC is geared to leverage emerging opportunities and navigate dynamic market landscapes to drive growth and innovation.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 read with Schedule V Part B of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management's discussion and analysis have been set out in this Annual Report on page 75.

2. BUSINESS

PTC has witnessed remarkable growth during the year in its industrial castings business, particularly for exports to large Original Equipment Manufacturers (OEMs) and especially with the augmentation of its product offerings. Through strategic partnerships and a focus on delivering high-quality products, PTC has solidified its position as a leading player in the international market for critical and super-critical cast metal components for Industrial, Aerospace and Defence applications. The company's relentless commitment to innovation and customer satisfaction has enabled it to enter into long-term supplies with its customers, further boosting its global presence and market share in the industrial castings sector.

In addition to its success in the industrial castings business, PTC's aerospace and defence segment is showing promising signs of growth through its wholly-owned subsidiary, Aerolloy Technologies. The company has managed to secure development orders and customers, including with prestigious companies like Safran and Israel Aerospace Industries. PTC is also entrenched with a number of Indian Defence agencies supplying critical cast metal components for various applications across land, air and naval defence systems.

Overall, PTC's commitment to excellence, coupled with its strategic expansion into both industrial castings and aerospace and defence sectors, has yielded remarkable results. With a growing portfolio of international clients and a strengthening position in the domestic defence market, the company is well-positioned for continued growth and success in the years to come.

SUBSIDIARY

The Company had formed a 100% owned subsidiary Company named Aerolloy Technologies Limited, incorporated on February 1 7, 2020, having CIN No. U27200UP2020PLC1 27120. The Company has no other subsidiary, associate or joint venture. The Company has made an investment of H 123.66 Crores in its wholly-owned subsidiary Aerolloy Technologies Limited by subscription of 12,36,622 equity shares of H 10/- each during the year under report, taking aggregate investment to H 189.20 crores in its wholly-owned subsidiary.

Your Company's Policy for the determination of a material subsidiary, as adopted by your Board, in conformity with Regulation 16 of the Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements) Regulations 2015, can be accessed on your Company's corporate website at www.ptcil.com. Aerolloy Technologies Limited is a material subsidiary of the company. The Minutes of Board Meetings of the subsidiary companies and details of significant transactions and arrangements entered into by them are placed before the Board of Directors of the Company. The annual financial statements of the subsidiary companies are reviewed by the Audit Committee of the Company. Performance review reports of wholly owned subsidiaries are also placed before the Board of Directors of the Company on a half-yearly basis. A statement containing salient features of the financial statement of subsidiaries/associate companies/ joint ventures is enclosed as Annexure-I.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the act and listing regulations read with Ind AS-110-consolidated financial statement, Ind AS-28-investments in associates and joint ventures, and Ind AS-31-interests in joint ventures, the Company has prepared consolidated financial statements for the year 2023-24. The following may be read in conjunction with the Consolidated Financial Statements of the Company prepared in accordance with Indian Accounting Standard 110. Shareholders desirous of obtaining the Report and Accounts of your Company's subsidiaries may obtain the same upon request. Further, the Report and Accounts of the subsidiary company is also available on your Company's website, www. ptcil.com. in a downloadable format.

RESEARCH AND DEVELOPMENT

PTC Industries' unwavering focus on research and development has begun to bear fruit, particularly in the field of Titanium Casting technology for materials and components for defence and aerospace applications in titanium and super alloys. The company's dedicated efforts in this area are poised to revolutionise the metal component industry and redefine the future of critical metal and component manufacturing for a wide range of applications. These groundbreaking technologies and processes are expected to have a profound impact, not only on PTC's operations but also on the broader aerospace and defence sectors both within the country and internationally.

Over the past few years, PTC Industries has placed heightened emphasis on continuously developing and indigenising cutting-edge technologies. This commitment is specifically directed towards the manufacturing of strategic materials, components, and subsystems for Defence and Aerospace applications, which are projected to serve as the primary growth engine for the company moving forward. By constantly pushing the boundaries of innovation and adopting the latest advancements in the industry, PTC is positioning itself at the forefront of the market, poised to lead the way in meeting the evolving demands of the Defence and Aerospace sectors.

The Company has already been recognised by the Department of Scientific and Industrial Research (DSIR), under the Ministry of Science and Technology, Government of India, for its in-house Research and Development facilities. DSIR has also granted approval to PTC Industries Limited u/s 35 (2AB)

of the Income Tax Act, 1961 for availing various incentives provided under the Act in connection with its research and development activities.

The Company has completed its Technology Development and Demonstration Programme (TDDP) for the development and commercialisation of the RapidCast™ technology for the manufacture of stainless-steel castings of weight up to 6,000 kilograms which have become fully operational and allowed the Company to manufacture stainless steel castings weighing up to 6,000 kilograms, single-piece for a wide range of critical and super-critical products during the year.

Additionally, the Company's project for the acquisition and customisation of Technology for the Development and Commercialisation of Titanium Castings with Ceramic Shelling under the Technology Acquisition Fund Programme (TAFP) supported by the Department of Heavy Industry, Ministry of Heavy Industries and Public Enterprises, Government of India has also been completed. The research and development undertaken under this project is resulting in a unique capability being created in the country for the indigenous manufacture of Titanium Castings for the first time ever. This has a very far-reaching impact as Titanium components are used in a wide range of applications from aerospace, defence, chemical industries, and industrial components to medical implants.

QUALITY AND SAFETY

PTC Industries prioritizes maintaining the highest standards in quality, safety, training, development, health, and environmental practices. The company has made significant advancements by incorporating cutting-edge technologies, such as artificial intelligence, data analytics, and advanced software, to continuously enhance its safety and quality parameters. This dedication is reflected in PTC's numerous international certifications, including ISO 9001:201 5, PED (Pressure Equipment Directive), AD 2000 Merkblatt, and various Marine Classification Approvals. Additionally, the company's Research and Development laboratory is recognized by the Department of Scientific and Industrial Research (DSIR), further underscoring its commitment to innovation and quality.

A notable achievement in PTC's journey toward excellence is its wholly-owned subsidiary, Aerolloy Technologies, receiving prestigious certifications for the manufacturing of Titanium and Nickel Super Alloy Castings for Aerospace applications under EN 9100:2018 and AS 9100 from TUV NORD CERT GmbH. These certifications highlight the company's unwavering focus on quality within the Aerospace sector. Aerolloy has also been approved by leading aerospace companies such as Safran, Israel Aerospace Industries, and Honeywell for the supply of critical metal components. In addition, the subsidiary has secured several NADCAP approvals during the year, further solidifying its standing in the industry.

At PTC Industries, the safety and well-being of employees are of the utmost importance. The company places a strong focus on safety awareness, the use of Personal Protective Equipment (PPE), and stringent safety protocols to ensure a workplace that is free from injuries, hazards, and accidents.

By adopting innovative technologies and global best practices, PTC continuously enhances operational efficiency while minimizing its environmental footprint.

PTC Industries also demonstrates a strong commitment to corporate social responsibility through its efforts to positively impact the communities in which it operates. The company integrates renewable energy sources and rainwater harvesting into its operations, underscoring its dedication to environmental preservation for both current and future generations.

Led by an experienced environmental engineer, PTC's Environmental, Health, and Safety (EHS) department ensures full compliance with international standards, further reinforcing the company's commitment to maintaining the highest industry benchmarks in safety, health, and environmental practices.

In conclusion, PTC Industries remains unwavering in its pursuit of excellence, exemplified by its dedication to quality, safety, and environmental stewardship. With a positive organizational culture and a focus on continuous improvement, the company is setting new standards in the industry while contributing meaningfully to society and the environment.

AWARDS AND RECOGNITIONS

i. Approval from Israel Aerospace Industries (IAI):

Aerolloy Technologies Limited (wholly owned subsidiary of PTC Industries Limited) has been approved by Israel Aerospace Industries (IAI), for the supply of cast components for Aerospace applications. This is the first time that IAI is sourcing such cast components from India.

ii. MoU signed with Nasmyth (UK): PTC Industries have signed a Memorandum of Understanding (MoU) with Nasmyth (UK) for collaboration to leverage their capabilities for offering solutions to defence and aerospace customers in India and globally. The MOU will see Nasmyth and PTC work together in support of the ‘Make in India' Atmanirbhar Bharat programme. This cooperation will help PTC expand its capabilities to better support Indian customer requirements and successfully execute those projects. The partnership will focus on developing casting, machining, assembly, and thermal precision engineering capabilities in India.

iii. Long Term Purchase Agreement with Dassault Aviation: Aerolloy Technologies Limited (wholly owned subsidiary of PTC Industries Limited) a manufacturer of strategic and critical materials and high-integrity metal components, for various critical and super-critical applications in aerospace, and Dassault Aviation, the French global leader in military aircraft, business jets and space systems, announced a multi-year agreement for the supply of Titanium casting parts made in India. From 2024 onwards, Aerolloy will produce the full range of Titanium casting parts for the Rafale multirole fighter aircraft and the Falcon business jet program.

iv. MoU Signed with Hindustan Aeronautics Limited

(HAL): PTC Industries Limited and Hindustan Aeronautics Limited (HAL) - Accessories Division, Lucknow a Navaratna Public Sector undertaking under the Ministry of Defence, Government of India, have signed a Memorandum of Understanding (MoU) for cooperation for Indigenization of various Aviation Grade Raw Materials (Titanium & Nickel Base Super Alloys, Special Steels), Components, Spares, Sub - assemblies & LRUs of Aircrafts & Helicopters being built by HAL. The MoU will also ensure that with the individual strong capabilities of HAL, Lucknow and PTC Industries Limited, a synergy can be created for the Indigenization of various critical components, spares, sub-assemblies and LRUs for different Engines, Aircrafts & Helicopters programs of HAL in support of the "Make in India" and "Atmanirbhar Bharat" Programme.

Overall, these approvals and recognitions showcase PTC Industries' relentless pursuit of excellence, innovation, and commitment to advancing the defence and aerospace sectors in India and on the global stage. The company's dedication to quality, technology, and self-reliance positions it as a prominent player driving the growth of India's defence and aerospace industries.

3. HUMAN RESOURCE MANAGEMENT

PTC Industries recognizes that its highly motivated and dedicated workforce is its greatest asset, driving the company's sustained growth and success. In line with its commitment to employee development, PTC has initiated an ongoing HR Transformation project in collaboration with PriceWaterhouseCoopers (PwC). This strategic initiative is designed to build a future-ready organizational structure that fosters growth, efficiency, and innovation, and it has already begun to yield positive results.

A key focus of the HR Transformation project is the creation of a robust process framework to streamline and automate various HR functions. By leveraging advanced technologies, PTC aims to enhance operational efficiency, reduce manual workloads, and improve overall productivity. Additionally, the company is actively recruiting new talent to augment the skills and capabilities of its workforce, further strengthening its ability to meet future challenges. The implementation of automated systems and the infusion of fresh talent are empowering employees to focus on more strategic, value-added tasks, driving PTC's continued success.

As part of its transformation journey, PTC is carrying out comprehensive competency assessments to identify and nurture talent within the organization. This initiative enables the alignment of employee skills with the company's strategic objectives while offering targeted training and development opportunities. Continuous upskilling and development programs across domains such as management, operations, finance, and technology empower employees to grow both personally and professionally, ensuring that PTC remains future-ready.

Additionally, PTC is establishing a comprehensive performance monitoring structure under its HR Transformation project.

This system allows the company to recognise and reward outstanding performance while identifying areas for improvement and providing tailored support for employee development. By fostering a culture of continuous learning and development, PTC ensures that its workforce is well-equipped to meet the challenges of tomorrow.

The company is also forming strategic partnerships with external experts to develop competency frameworks, identify skill gaps, and enhance employee capabilities. A key focus of the management team is investing significant time in coaching and upskilling employees to build a highly competent and agile workforce. This commitment underscores the importance PTC places on workforce efficiency as it expands its capacities and capabilities.

Throughout the year, PTC has undertaken various manufacturing excellence and productivity improvement projects in collaboration with both internal and external experts. These include the launch of Six Sigma projects and the implementation of Lean Manufacturing and 5S techniques. On the shop floor, innovative manufacturing tools and systems have been introduced to further improve the quality and efficiency of output. The company also runs regular training programs and seminars to ensure that employees stay current with technological advancements and best practices worldwide, enabling them to maximize the use of cutting-edge equipment and digital tools. Cross-functional training is actively encouraged, promoting skill development across various manufacturing and operational processes.

As part of its commitment to embedding core values into everyday operations, PTC has launched the Aspire Value Integration Program. This initiative is designed to integrate the company's ASPIRE values—Agility, Sustainability and Selflessness, Passion and Prudence, Integrity, Impact and Innovation, Respect, and Endurance - into the fabric of the organisation. By fostering these values, PTC ensures that employees not only align with its strategic goals but also embody the principles that drive the company's long-term success.

PTC Industries maintains open and effective communication channels to ensure meaningful interactions between management and employees. Transparent and responsive communication is a standard practice, and the company is now extending this expectation to the next level of leadership. Monthly meetings and collaborative sessions provide a platform for discussing strategy, risk management, and execution, fostering a culture of openness and engagement. PTC actively promotes innovation by offering structured support to employees, enabling them to navigate uncertainty and develop their creative ideas freely.

The company remains committed to driving innovation through various initiatives focused on introducing technology interventions to enhance operational outcomes. By incorporating advanced technological tools and solutions, PTC aims to improve processes, optimize efficiency, and deliver superior results. Employees are provided with opportunities to experiment with new technologies and explore innovative methods, contributing to continuous improvement and progress. Additionally, PTC encourages the exchange of innovative ideas by dedicating time

in company functions and community events, where employees can share their creative insights.

Through these initiatives, PTC reinforces its dedication to employee development, innovation, and excellence, ensuring that it remains at the forefront of technological advancements and industry-leading practices.

PARTICULARS OF EMPLOYEES

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, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is placed at Annexure III and forms part of this Report.

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 is placed at Annexure III and forms part of this Report.

4. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). The Company has also implemented several best governance practices. The report on Corporate Governance as stipulated in Schedule V Part C of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report. The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

NUMBER OF MEETINGS OF THE BOARD

The Board met Six times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company seeks to maintain an appropriate mix of executive and independent directors in order to maintain the independence of the Board and segregate the functions of governance and management. The Board consists of professionally qualified individuals from diverse backgrounds with wide experience in business, education, finance, and public service. As at year-end, the Board consists of 10 directors, one of whom is Chairman & Managing Director four are Whole-time directors and 5 are independent directors. Your Company, in compliance with section 178(1) of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014, has duly constituted a Nomination and Remuneration Committee. This committee is chaired by an independent director and formulates the

criteria for determining qualifications, positive attributes, independence of a director and other matters.

Appointment and the remuneration of Board members, key managerial personnel or one level below the Board level are fixed on the basis of the recommendation of the Nomination and Remuneration Committee made to the Board, which may ratify them, with or without modifications. Disclosures pursuant to the requirements of section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been made in Annexure III of this Board Report. The Company affirms that there has been no change in this policy and that the remuneration paid to directors is as per the terms laid out in this policy.

INDUCTION AND CHANGES

With deep sorrow, this is to inform the members that Dr. Rakesh Chandra Katiyar, Non-Executive Independent Director, passed away on March 16, 2024. As a result, Dr. Katiyar ceases to be a Director of the Company. The Board extends its heartfelt condolences.

Further in accordance with the provisions of Section 152 of the Act read with Articles 158 and 159 of the Articles of Association of the Company, Mr. Alok Agarwal will retire by rotation at the ensuing AGM and, being eligible, offer himself for reappointment. The Board has recommended her reappointment.

Mr. Krishna Das Gupta and Mr. Ajay Kashyap shall retire at ensuing AGM on completion of two terms of 5 years as an Independent Director of the Company.

Mr. Kamesh Gupta whose profile is given in this Annual Report is proposed to be appointed as an Independent Director for a term of five years at ensuing AGM.

Familiarisation Programme for Directors

PTC places great importance on fostering a well-informed and engaged Board of Directors, who act as responsible trustees to meet stakeholders' expectations and societal aspirations. To ensure effective discharge of their roles, the Company has implemented a comprehensive familiarisation program for its Directors.

Under this program, Directors are continuously updated on changes and developments in the domestic and global corporate and industry landscape, including relevant statutes, legislations, and the economic environment. This empowers them to make well-informed and timely decisions that align with the Company's strategic goals and objectives.

To further enhance their understanding, the Directors are provided with insights into matters significantly impacting the Company's operations and growth. Regular visits to Company facilities are also organized, enabling Directors to gain firsthand knowledge of the Company's operational processes and engage with the workforce.

By actively promoting Director familiarisation, PTC ensures that its Board is equipped with the necessary knowledge and expertise to effectively steer the Company, safeguard

stakeholders' interests, and uphold the highest standards of corporate governance.

Attributes, Qualifications and Independence of Directors and their Appointment

The Nomination and Remuneration Committee, adopted the criteria for determining qualifications, positive attributes and independence of Directors, including Independent Directors, pursuant to the Act and the Rules thereunder. The Corporate Governance Policy, inter alia, requires that Non-Executive Directors be drawn from amongst eminent professionals, with experience in business, finance, law, public administration, and enterprise. The Board Diversity Policy of your Company requires the Board to have a balance of skills, experience, and a diversity of perspectives appropriate to the Company. The skills, expertise, and competencies of the Directors as identified by the Board along with the names of directors who have such skills, expertise, or competence, are provided in the Report on Corporate Governance forming part of the Report and Accounts. The Articles of Association of your Company provide that the strength of the Board shall not be fewer than three nor more than fifteen. Directors are appointed/re-appointed with the approval of the Members for a period of three to five years or a shorter duration, in accordance with retirement guidelines and as may be determined by the Board from time to time. All Directors, other than Independent Directors and Managing Director are liable to retire by rotation unless otherwise approved by the Members. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-election.

Details of the Company's Policy on remuneration of Directors, Key Managerial Personnel, and other employees is provided in the Report on Corporate Governance forming part of the Report and Accounts.

DECLARATION BY INDEPENDENT DIRECTORS

As per the requirement of section 149(7), the Company has received a declaration from every Independent Director that he or she meets the criteria of independence as laid down under section 149(6) read with rule 5 of the Companies (Appointment and Qualification of Directors) Rule, 2014 and Regulation 25 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Independent Directors of your Company have confirmed that (a) they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 of the Listing Regulations 2015,

(b) they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgement and without any external influence and (c) they have registered their names in the Independent Directors' Databank. Further, in the opinion of the Board, the Independent Directors fulfil the conditions prescribed under the Listing Regulations 2015 and are independent of the management of the Company.

BOARD EVALUATION

The Nomination and Remuneration Committee, as reported in earlier years, formulated the Policy on Board evaluation, evaluation of Board Committees' functioning and individual Director evaluation, and specified that such evaluation will

be done by the Board, pursuant to the Act and the Rules thereunder and the Listing Regulations 2015.

In keeping with PTC's belief that it is the collective effectiveness of the Board that impacts the Company's performance, the primary evaluation platform is that of the collective performance of the Board as a whole. Board performance is assessed against the role and responsibilities of the Board as provided in the Act and the Listing Regulations 2015 read with the Company's Governance Policy. The Nomination and Remuneration Committee has devised the criteria for evaluation of the performance of the Directors including the Independent Directors. The said criteria provide certain parameters like attendance, acquaintance with business, communication inter se between board members, effective participation, domain knowledge, compliance with code of conduct, vision, and strategy, etc., which is in compliance with applicable laws, regulations, and guidelines. Evaluation of the functioning of Board Committees is based on discussions amongst Committee members and shared by the respective Committee Chairman with the Chairman of the Nomination and Remuneration Committee, who in turn shares the consolidated report with the Chairman of the Board

for his review and gives feedback to each Director. Individual Directors are evaluated in the context of the role played by each Director as a member of the Board at its meetings, in assisting the Board in realising its role of strategic supervision of the functioning of the Company in pursuit of its purpose and goals. While the Board evaluated its performance against the parameters laid down by the Nomination and Remuneration Committee, the evaluation of individual Directors was carried out against the laid down parameters, anonymously in order to ensure objectivity. Reports on the functioning of Committees were placed before the Board by the Committee Chairmen. The Independent Directors Committee of the Board also reviewed the performance of the non-Independent Directors and the Board, pursuant to Schedule IV to the Act and Regulation 25 of the Listing Regulations 2015.

KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Companies Act, 2013 the Key Managerial Personnel of the Company are Mr. Sachin Agarwal, Chairman & Managing Director, Ms. Smita Agarwal, Whole Time Director and CFO and Mrs. Pragati Gupta Agarwal, Company Secretary.

COMMITTEES OF THE BOARD

Currently, the Board has 8 (Eight) committees. A detailed note on the Board and its committees is provided in the Corporate Governance Report section of this Annual Report. The composition of the committees and compliances, as per applicable provisions of the Act and Rules, are as follows:

Note: Due to the demise of Dr. Rakesh Chandra Katiyar, Non-Executive Independent Director on March 16, 2024, Dr Rakesh Chandra Katiyar ceases to be the Chairman/Member of respective committees of the Board.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(3)(c) of the

Companies Act, 2013 the Directors confirm that:

(a) in preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with the requirements set out under Schedule III of the Act have been followed and that there are no material departures from the same;

(b) they 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 ended on March 31,2024 and of the profit of the Company for year ended on that date;

(c) they have taken proper and sufficient care, to the best of their knowledge and ability, 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) they have prepared the annual accounts on a going concern basis;

(e) they have Laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively to the best of their knowledge and ability; and

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

ADOPTION OF IND-AS

In accordance with the Companies (Indian Accounting

Standards) Rules, 2015 the Company has adopted Ind-AS

for preparation of financial statements with effect from

April 01, 2017.

LISTING

The Company has its equity shares listed on BSE Limited and National Stock Exchange of India Limited (w.e.f, June 09, 2023). The Company has paid listing fees for the year 2024-25 to both stock exchanges. The Company has aLso estabLished connectivity with both depositories, NSDL and CDSL and has paid the custodian fees to both the depository.

4. AUDITORS

STATUTORY AUDITORS

On completion of tenure of Statutory Auditor M/s. Walker Chandiok & Co LLP, M/s S. N. Dhawan & Co LLP, Chartered Accountants (Reg. No.000050N/N500045) was appointed as statutory auditors of the Company in the 60th AnnuaL GeneraL Meeting of the Company to hoLd office untiL the concLusion of the 65th AnnuaL GeneraL Meeting. The Chairman and Managing Director of the Company has been empowered to decide and approve the remuneration of the Statutory Auditor from time to time.

The notes referred to by the auditors in their reports are self-explanatory and hence do not require any explanation. The Auditors' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

M/s Amit Gupta & Associates, Practicing Company Secretaries were appointed as secretarial auditors of the Company for the year 2023-24 as required under Section 204 of the Companies Act, 2013 and Rules made thereunder. The secretarial audit report of the Company for FY 2023-24, in Form MR3, forms part of the Annual Report at Annexure -VI and carries no qualifications, reservations, adverse remarks or disclaimers and hence no explanations are required. Pursuant to the provisions of Regulation 24A of SEBI Listing Regulations, secretarial audit report of AeroLLoy Technologies Limited, a material subsidiary of the Company for FY 2023-24, in Form MR3, forms part of the AnnuaL Report at Annexure -VIA.

The Board has appointed M/s. Amit Gupta & Associates, Practicing Company Secretaries, as the secretarial auditor of the Company for the financial year 2024-25.

COST AUDIT

The Company maintains necessary cost records as specified by the Central Government under sub-section 1 of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014. In terms of the provisions of Section 148 of the Companies Act, 2013, the Company is not required to have its cost records audited by a Cost Accountant in practice, as provided under Rule 7(i) of Companies (cost records and audit) Rules, 2014, since the Company has revenue from exports exceeding 75% of its total turnover.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future. However, attention is drawn towards statements on contingent liabilities, in the notes of financial statements.

AUDIT COMMITTEE AND VIGIL MECHANISM

Pursuant to the requirement of section 177(1) of the Companies Act, 2013 read with Rule 6 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formed the Audit Committee, composition of which is covered under Corporate Governance report section of this Annual Report. The primary objective of the Audit Committee is to monitor and provide effective supervision of the financial reporting process of the Company and to ensure proper and timely disclosures maintaining transparency and integrity for the shareholders.

The Vigil Mechanism of the Company provides a formal structure for all the directors and employees to report genuine concerns and safeguard the interests of the stakeholders of the Company. PTC's vigil mechanism also incorporates a Whistle Blower Policy in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which includes the appointment of a Whistle Blower Officer who will look into the matter being reported, conduct a detailed investigation and take appropriate disciplinary action. Protected disclosures can be made by a whistle-blower through an email, or dedicated telephone line or a letter to the Whistle Blower Officer or to the Chairman of the Audit Committee. The Company's Whistle Blower policy may be accessed on the Company's website at http://www.ptdl. com. During the year under review, no employee was denied

access to the Whistle Blower Officer or Audit Committee and no complaint was received.

ANNUAL RETURN

The Annual Return of your Company is available on its corporate website at www.ptcil.com.

INTERNAL FINANCIAL CONTROLS

PTC Industries places a strong emphasis on maintaining robust internal financial controls over its financial statements. These controls are seamlessly integrated into the company's broader risk management framework, addressing both financial and financial reporting risks. To ensure comprehensive oversight, internal financial controls have been meticulously documented, digitized, and embedded into key business processes, allowing for real-time monitoring and greater efficiency in financial management.

PTC employs a multi-faceted approach to assure the effectiveness of these controls. This includes rigorous management reviews, control self-assessments, continuous oversight by functional experts, and thorough testing of the internal financial control systems. During the year, PTC intensified its efforts by adopting advanced digital tools and analytics to enhance the monitoring of these controls, further strengthening the financial control environment. In addition, the Company's Statutory Auditors conduct indepth evaluations and tests of the internal financial controls. Over the past year, no material weaknesses were reported in the design or operation of these controls, affirming their effectiveness.

As part of its continuous improvement initiatives, PTC has also implemented enhanced compliance measures to align with evolving regulatory requirements and industry best practices. This year, the company introduced additional controls to address emerging financial risks, such as cybersecurity threats and evolving financial regulations, ensuring the company remains agile and compliant in a dynamic business environment.

By maintaining these strong internal financial controls, PTC underscores its commitment to sound financial management, transparency, and accountability. These measures not only safeguard the integrity of the company's financial information but also strengthen stakeholder confidence in PTC's financial reporting processes.

CREDIT RATING

The Company's financial discipline and prudence are reflected in the strong credit ratings ascribed by rating agencies as given below:

*The ratings have been obtained for Borrowings only. There is no credit rating obtained by the Company for debt instruments, fixed deposit program or any other scheme involving for mobilisation of funds.

PTC aims to have a formalised and systematic approach to managing risks across the Company. It encourages knowledge and experience sharing in order to increase transparency on the key risks to the Company to the extent possible. This approach increases risk awareness and ensures proper management of risks as part of daily management activities.

The Company has constituted a Risk Management Committee which has been entrusted with the responsibility of assisting the Board in:

• Framing the Risk Management Policy: The committee is responsible for recommending a comprehensive risk management policy to the Board. This policy shall primarily focus on mitigating unsystematic risks that may impact the Company's operations adversely.

• Implementation of Risk Management processes: The committee oversees the effective implementation of the approved risk management policy throughout the organization. It ensures that appropriate risk mitigation strategies are in place to safeguard the Company's interests.

• Risk Assessment and Reporting: The committee diligently assesses and apprises the Board of any significant and relevant risks that have the potential to adversely affect the Company's affairs. It provides timely and accurate risk reports to facilitate informed decision-making.

• Risk Mitigation Measures: The committee collaborates with relevant stakeholders to identify and recommend appropriate risk mitigation measures. It ensures that risk management processes are aligned with the Company's strategic objectives.

• Monitoring and Review: The committee monitors the ongoing effectiveness of risk management initiatives, regularly reviewing risk exposures and mitigation efforts. It provides periodic updates to the Board on risk management activities.

• Compliance and Best Practices: The committee ensures that the risk management policy and processes comply with applicable regulations and industry best practices. It strives to foster a culture of risk awareness and responsibility within the organization.

• Crisis Management: The committee plays a pivotal role in crisis management, devising contingency plans to address unforeseen risks and events effectively.

• Reporting and Communication: The committee maintains open channels of communication with stakeholders, promoting transparency in risk reporting and disclosure.

The policy on Risk Management may be accessed on the Company's website at www.ptcil.com.

The objective of the Company's risk management process is to support a structured and consistent approach to identify, prioritize, manage, monitor and report on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The Company has introduced several initiatives for risk management including the introduction of audit functions and processes to identify and create awareness of risks, optimal risk mitigation and efficient management of internal control and assurance activities.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly followed by the Company.

GOING CONCERN STATUS

There is no significant or material order passed during the year by any regulator, court or tribunal impacting the going concern status of the Company or its future operations.

KEY FINANCIAL RATIOS

Key Financial Ratios for the financial year ended 31st March, 2024 along with details of significant changes (i.e., change of 25% or more as compared to the immediately previous financial year) in key financial ratios, and the detailed explanations, are provided in page no 16.

CHANGES IN SHARE CAPITAL

During the year as per approval of the Board of Directors on June 08, 2023, and Shareholders' approval on July 08, 2023, the Listing Committee of the Board of Directors of the Company, at their meeting held July 19, 2023, had issued and allotted 1,80,000 Equity Shares to person(s) belonging to the NonPromoter Category, for cash, of the face value of H10/ each, at an issue price of H2,500/- per Equity Share on a preferential basis.

Pursuant to the in-principle approval granted by BSE Limited vide letter dated September 07, 2021, and September 25, 2023, and National Stock Exchange of India Limited vide letter September 25, 2023, the Nomination & Remuneration Committee (Compensation Committee) of the Board of the Directors in its meeting held December 1 5, 2023, had allotted of 13,031 Equity Shares of the face value of H 10/-each under the PTC Employee Stock Option Scheme 2019 ('PTC-ESOS 2019' or ‘Scheme') to the eligible employees pursuant to exercise of stock options at an exercise price of H 402/- per share.

Further, the Listing Committee of the Company's Board of Directors, at their meeting held on January 4, 2024, allotted 6,30,170 equity shares with a face value of H 10 each, pursuant to the conversion of 6,30,170 fully convertible warrants (‘Warrants') issued on December 7, 2022, at an issue price of H 2349/- each, through preferential allotment.

Further, pursuant to the approval of the Board of Directors on January 3, 2024, and the subsequent approval of the shareholders on February 3, 2024, the Listing Committee of the Company's Board of Directors, at their meeting held on February 1 5, 2024, allotted 2,35,415 equity shares with a face value of H 10 each at an issue price of H 6,000 per equity share.

Consequent to the said changes, the Paid-up Equity Share Capital of the Company stands increased to H14,44,08,730/- comprising 1,44,40,873 Equity Shares of Face Value of H10/- each.

There was no change made in the Authorised Capital of the Company in the Financial Year 2023-24.

EMPLOYEE STOCK OPTION SCHEME

With a view to attract, retain, incentivize and motivate employees of the Company by way of rewarding their performance and motivate them to contribute to the overall corporate growth and profitability. The Company took the approval of the shareholders of the Company in their 56th Annual General Meeting held on September 28, 2019, to create, issue, offer, grant and allot to or for the benefit of such person(s), who are the permanent Employees or Directors of the Company as may be permissible under the SEBI Regulations (hereinafter referred to as ‘Employees') and as maybe decided by the Board under the scheme titled ‘PTC Employee Stock Option Scheme 201 9' (hereinafter referred to as ‘PTC-ESOS 2019'), not exceeding 1 57,1 70 stock options convertible into 1 57,1 70 equity shares of the face value of H 10 each fully paid-up, in such manner, during such period, in one or more tranches and on such terms and conditions including the price as the Board may decide in accordance with the SEBI Regulations or other provisions of the law as may be prevailing at the relevant time.

The members of the company have also approved on November 22, 2021, to create, issue, offer, grant and allot 'PTC-ESOS2019' to or for the benefit of such person(s), who are the permanent Employees or Directors of a group company including subsidiary or its associate company, in India or outside India,

The Compensation Committee (Nomination & Remuneration Committee) at its meeting held on September 1 5, 2021, had approved the grant of 10965 Stock Options (convertible into 10965 Equity shares of the Company, upon exercise) to 454 Eligible Employees in terms of the 'PTC-ESOS2019'. Further, the Compensation Committee (Nomination & Remuneration Committee) at its meeting held on June 11, 2022 had approved a grant of 2255 (convertible into 2255 Equity shares of the Company, upon exercise) to 64 eligible employees in terms of the 'PTC-ESOS2019'. The Compensation Committee (Nomination & Remuneration Committee) at its meeting held on August 30, 2022, had approved a grant of 12500 (convertible into 1 2500 Equity shares of the Company, upon exercise) to one eligible employee in terms of the 'PTC-ESOS2019'.

Further, in terms of PTC-ESOS 2019, the Compensation Committee (Nomination & Remuneration Committee) at its meeting held on August 30, 2022, approved the adjustment in

the Options, pursuant to the issue of up to 78,58,594 fully paid-up equity shares of the face value of H 10 each ("rights equity shares") of our company for cash at a price of H 10/- per rights equity share aggregating up to H 785.86 lakh on a rights basis to the eligible equity shareholders of our company in the ratio of 3 rights equity shares for every 2 fully paid-up equity shares held by the eligible equity shareholders of our company on the record date, that is, on July 22, 2022, in the following manner:

The company has fulfilled all its CSR obligations by allocating the entire amount in the financial year 2023-24. The Company has spent H 7.27 Lakhs for its CSR activities in the financial 2023-24. Details of initiatives taken by the Company during the year are covered in the Corporate Social Responsibility Report attached as Annexure IV to this Directors' Report as per the requirement of Rule 9 of The Companies (Accounts) Rule, 2014.

6. CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION, FOREIGN EXCHANGE EARNINGS

AND OUTGO

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 are annexed to the Directors' Report in Annexure VII.

7. DISCLOSURE AS PER SEXUAL HARASSMENT

OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013

The Company's has always had a very strict policy on the sexual harassment issues and has zero tolerance in this matter. Ensuring a safe environment for its women employees is a major priority for the Company and its management. As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formed an Internal Committee to address complaints pertaining to sexual harassment in the workplace. The Company policy mandates the prevention of sexual harassment and to ensure a free and fair enquiry process with clear timelines for resolution. To build awareness, the Company conducts awareness and training programmes on a periodic basis. In your Company's legacy of more than 59 years, no instance of sexual harassment has ever been reported by any employee. During the year 202324 also, the Company has not received any complaints of sexual harassment.

8. GENERAL

Your directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

• Details relating to deposits covered under Chapter V of the Act.

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme including Employees' Stock Options Plan.

• The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

• The details of an application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as of the end of the financial year, as no such proceedings initiated or pending.

• The details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof, as there was no instance of onetime settlement with any Bank or Financial Institution.

FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements that involve risks and uncertainties. When used in this Report, the words ‘anticipate', ‘believe', ‘estimate', ‘expect', ‘intend', 'will' and other similar expressions as they relate to the Company and/ or its Businesses are intended to identify such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Actual results, performances or achievements could differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their dates. This Report should be read in conjunction with the financial statements included herein and the notes thereto.

PTC Industries' Board of Directors extends heartfelt gratitude to the Company's bankers, other financial institutions, the Government of India, State Governments, and government agencies for their unwavering guidance and continued support throughout the year. The collective support from these esteemed entities has played a pivotal rote in the Company's success and progress.

Looking ahead, PTC Industries eagerly anticipates the same unwavering support as it continues its mission to enhance the lives of att those associated with the Company. With this backing, PTC is poised to reach new heights and create a positive impact in the lives of its stakehotders.

The Board of Directors also takes this opportunity to express sincere appreciation to the dedicated employees, workers, and outside professionals for their significant contributions. Their unwavering dedication, hard work, and commitment have been instrumental in the overall development, growth, and prosperity of PTC Industries. Their collective efforts have been the driving force behind the Company's success, and the Board commends their invaluable contributions to the Company's journey.

On behalf of the Board of Directors

Place: Lucknow Sachin Agarwal Alok Agarwal

Date: July 30, 2024 Chairman & Managing Director Director - Quality & Technical