Patels Airtemp (India) Ltd Directors Report

To,

The Members,

PATELS AIRTEMP (INDIA) LTD.

Ahmedabad.

Your Directors have pleasure in presenting herewith the 33rd Annual Report 2024-25 together with the Audited Standalone Financial Statements of Patels Airtemp (India) Limited (herein after referred to as the Company) for the Financial Year ended 31st March, 2025.

FINANCIAL RESULTS (STANDALONE)

(Rs. in lakhs except EPS)

Particulars	Year ended 31-03-2025	Year ended 31-03-2024
Revenue from Operations	38781.63	37076.17
Other Income	154.98	198.94
Total Income	38936.61	37275.11
Less: Depreciation & Amortisation Expenses	392.31	406.39
Finance Cost	1133.55	1286.27
Other Expenses	35222.87	33568.34
Total Expenses	36748.73	35261.00
Profit before Tax	2187.88	2014.11
Less: Tax Expenses	536.87	544.66
Net Profit for the year	1651.01	1469.45
Balance brought forward from previous year	12041.24	10735.91
Profit available for Appropriation	13692.25	12205.36
Less: Proposed Dividend	164.11	164.11
Less: Tax on Dividend	--	--
Less Transfer to General Reserve	--	--
Surplus carried forward to Balance Sheet	13528.14	12041.24
Other Comprehensive Income / (Loss) for the Year	(17.47)	4.93
Total Comprehensive Income for the year	1633.54	1474.38
Earnings Per Share of 10/- each ( )	30.18	26.86

STATE OF COMPANYS AFFAIRS (STANDALONE)

The Company has earned total revenue from operations of Rs. 38781.63 Lakhs during the year ended on 31st March, 2025 as against Rs. 37076.17 Lakhs earned during the previous year ended on 31st March, 2024. The Company has also earned other income of Rs. 154.98 Lakhs during the year under review as against Rs. 198.94 Lakhs earned during the previous year.

Out of revenue from operations of Rs. 38781.63 Lakhs earned by the Company during the year under review, Rs. 38379.55 Lakhs represents sale of products (Domestic & Export), Rs. 159.17 Lakhs represents sale of Services (Processing Charges) and Rs. 242.91 Lakhs represents other operating revenue including export incentives.

The Company has incurred total expenses of Rs. 36748.73 Lakhs during the year ended on 31st March, 2025 as compared to Rs. 35261.00 Lakhs incurred during the previous year ended on 31st March, 2024.

Patels Airtemp (India) Limited

The Company has paid total fees of Rs. 5.88 Lakhs including statutory audit fees, certification fees and fees for other services to M/s. Parikh & Majmudar (Firm Registration No. 107525W & Membership No. 107628), Chartered Accountants, Ahmedabad, the Statutory Auditors of the Company, during the year ended on 31st March, 2025.

The Company has earned the Profit before Tax of Rs. 2187.88 Lakhs during the year ended on 31st March, 2025 as compared to Rs. 2014.11 Lakhs earned during the previous year ended on 31st March, 2024.

The Company has earned Net Profit of Rs. 1651.01 Lakhs for the year ended on 31st March, 2025 after making Provision for Tax Expenses of Rs. 536.87 Lakhs and other adjustments, as compared to Net Profit of Rs. 1469.45 Lakhs earned by the Company during the previous year ended on 31st March, 2024.

After adding the Surplus in the Statement of Profit & Loss of Rs. 12041.24 Lakhs brought forward from the previous year to the profit of Rs. 1651.01 Lakhs earned by the Company during the year under review, the total amount of Rs. 13692.25 Lakhs is available for appropriation.

After appropriating the Dividend amount of Rs. 164.11 lacs, as recommended, out of Rs. 13692.25 Lakhs available for appropriation, the balance amount of Rs. 13528.14 Lakhs carried forward to Balance Sheet.

The Audited Standalone Financial Statements of the Company for the year ended 31st March, 2025 and all other documents required to be attached thereto have been included in the Annual Report 2024-25, which has been put on the Companys website https://www.patelsairtemp.com/pdf/annual-reports/33rd-Annual- Report-2024-25.pdf.

DIVIDEND

The Directors have recommended dividend of Rs. 3.00 per share (@ 30 %) on 54,70,240 Equity Shares of Rs. 10/- each of the Company out of the profits of the Company for the Financial Year ended 31st March, 2025 (2024-25), as compared to Dividend of Rs. 3.00 per share (@ 30 %) declared on 54,70,240 Equity Shares of Rs. 10/- each for the previous Financial Year ended 31st March, 2024. This will absorb Rs. 164.11 lakhs.

A resolution to that effect has been placed for the approval of the members at this Annual General Meeting of the Company and that the same, when declared, shall be paid to the Members within 30 days from the date of declaration.

Pursuant to Finance Act, 2020, dividend income will be taxable in the hands of the shareholders w.e.f. 1st April 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates, subject to the provisions of Income Tax Act, 1961. In this regard, the details of provisions regarding TDS on dividend amount have already been mailed to the shareholders earlier and have also been included in the Notes to the Notice of AGM included in this Annual Report.

RECORD DATE

The Company has fixed Friday, 19th September, 2025 as the Record Date for the purpose of determining the entitlement of Members to receive dividend for the Financial Year 2024-25.

TRANSFER TO RESERVE

The Board has decided not to transfer any amount to the General Reserve for the year ended on 31st March, 2025 and retain the entire amount of profits in the Profit & Loss Account.

DISSOLUTION OF WHOLLY-OWNED SUBSIDIARY (WOS/FOREIGN ENTITY) (OVERSEAS SUBSIDIARY) AND CONSOLIDATED FINANCIAL STATEMENTS

During the previous financial year 2023-24, Patels Airtemp (USA) Inc., Wholly Owned Subsidiary (WOS) of the Company was dissolved w.e.f. 11th December, 2023, as per Certificate of Dissolution issued by State of Delaware (USA). Consequent upon the said dissolution, Patels Airtemp [USA) Inc., ceased to be the subsidiary of the Company w.e.f. 11th December, 2023.

In view of above and in accordance with the provisions of Section 136 of the Act and the amendments thereto, read with SEBI Listing Regulations, the Consolidated Financial Statements of the Company and its Wholly Owned Subsidiary (WOS/Foreign Entity) namely Patels Airtemp (USA) Inc. have not been attached with the Financial Statements of the Company for the year ended 31st March, 2025 and not forming part of the Annual Report for the year 2024-25 and have not been put on the Companys website, including Financial Statements of the Wholly Owned Subsidiary (WOS/Foreign Entity).

A statement containing the salient features of the financial statements of the Companys Wholly-Owned Subsidiary (WOS/Foreign Entity) for the year ended 31st March, 2025 in the prescribed Form AOC-1 as per first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 and Rule 5 of the Companies (Accounts) Rules, 2014 is also not attached and not forms an integral part of this Report.

The Company does not have any subsidiaries including any material unlisted subsidiary as defined in Regulation 16(1)(c) of SEBI Listing Regulations. Accordingly, the requirement of appointment of Independent Director of the Company on the Board of Directors of the material unlisted subsidiary companies as per Regulation 24 of SEBI Listing Regulations does not apply.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is put up on the Companys website and can be accessed at https://www.patelsairtemp.com/pdf/policies-and-code-of- conduct/policy-on-material-subsidiaries.pdf.

EXPANSION OF RAKANPUR AND DUDHAI UNITS

During the year under review, the Company has increased lifting facilities at its both Rakanpur and Dudhai Units to increase productivity. Also, the Company has converted one bay/shade for exotic materials at Rakanpur Unit.

During the financial year 2024-25, the Company has incurred total capital expenditure to the extent of Rs. 2.24 Crores including Rs. 1.25 Crores on Plant & Equipment and Rs. 3.56 Lacs on Buildings.

FUTURE PROSPECTS

As you aware that the Company is in engineering industry and is engaged in manufacturing/fabricating tailor made machines and therefore, the order book position of such type of company can play pivotal role in the growth of the Company. Your Directors are pleased to state that continuing the past trend, the Company is having confirmed orders of about Rs. 211.74 Crores on hand as on 1st August, 2025. Thus, your Directors are quite bullish on repeating similar performance in future. Your Directors are cautious and making untiring efforts so as not to compromise on growth, quality, and profitability of the Company.

SHARE CAPITAL

There is no change in Share Capital of the Company during the Financial Year 2024-25 and up to the date of this Report.

MATERIAL EVENTS DURING THE YEAR AND DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

SEBI SETTLEMENT PROCEEDINGS

During the previous financial year 2023-24, the Company had applied for settlement under the settlement scheme pursuant to the provisions of SEBI (Settlement Proceedings) Regulations, 2018 as amended in the matter of Show Cause Notice No. SEBI/HO/EAD-8/SKV/VC/36027/2023 Dated September 01, 2023 (SCN) issued by SEBI against the Company alleged that the Company violated the provisions of the Companies Act, 2013 and SEBI Listing Regulations in the matter of Extra-ordinary General Meeting (EGM) of the Company held on 8th October, 2022 and disclosures made in Explanatory Statement for Shares issued and allotted

Patels Airtemp (India) Limited

to the Promoters and Promoter Group under Preferential Issue made by the Company regarding i) NonDissemination of copies of Agreements of unsecured loans ii) Misleading Statements in the Explanatory Statements to the Notice of EGM and iii) Non declaration of interest of Directors in the resolutions.

In this regard, SEBI imposed the settlement amount of Rs. 28,53,180/- for various violation by the Company, for which the Company accepted and paid the settlement charges. The Company also warned Sr. Company Secretary of the Company, being the first instance of irregularities since 2016 when he joined this Company, to take utmost care in future to avoid any further violation or any irregularities for compliance of the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

However, there is no impact on the Companys financial, operational or other activities.

PREFERENTIAL ISSUE OF SHARES

Regarding Interlocutory Application (IA) No. IA/69(AHM)2022 in No. IA/68(AHM)2022 read with Company Petition (CP) No. 58/(AHM)2018 filed by one Mr. Bhavesh D. Narumalani (Applicant) vs. Therm Flow Engineers Private Limited (Respondent) with National Company Law Tribunal (NCTL), Ahmedabad Bench, with regards to approval of the Shareholders received at the Extraordinary General Meeting (EGM) of the members of the company held on 8th October, 2022 for the Preferential Issue of 4,00,000 Equity Shares of face value of Rs. 10/- each of the Company for cash at a premium of Rs. 222/- per share aggregating to Rs. 9,28,00,000/- issued and allotted to the Promoters and Promoter Group on 16th November, 2022, wherein the Honble NCLT, Ahmedabad Bench had observers that in case any resolution is passed in the EGM of the Company which is ultimately affecting the rights of the Applicant herein, it is subject to outcome of the above referred IA and main CP.

In this regard, Company has received the Final Order of Honble NCLT, Ahmedabad Bench dated 3rd February, 2025 on 13th February, 2025 wherein Honble NCLT, Ahmedabad Bench has not granted any interim relief to the Applicant Mr. Bhaveh D. Narumalani and has dismissed the Company Petition No. 58 of 2018 (CP) and the Interlocutory Application No. 68 of 2022 (IA). As a result, resolutions passed in the Extraordinary General Meeting (EGM) dated 8th October, 2022 which was subject to the outcome of the above referred IA and main CP is passed and is not subject to any outcome of the Petition filed by the applicant.

Meanwhile, the Company has already received listing and trading approval from BSE Ltd. vide its letter No. LOD/PREF/TP/CP/13646/2022-23, dated 1st December, 2022 for trading of 4,00,000 Equity Shares of Rs. 10/- each effective from 2nd December, 2022.

However, Mr. Bhavesh D. Narumalani has filed appeal and also filed an application before NCLAT, New Delhi, seeking urgent interim relief including stay of the aforesaid Order dated 3rd February, 2025 passed by the NCLT, Ahmedabad Bench.

SEBI SHOW CAUSE NOTICE (SCN)

Late Mr. Narayanbhai G Patel and subsequently, various Persons Acting in Concert (PACs) with him received Show Cause Notice (SCN) dated October 21,2024 (in continuation of SCN dated 13th October, 2023) from SEBI under Sections 11, 11(4A), 11B(1) and 11B(2) read with Section 15H of the Securities and Exchange Board of India Act, 1992 and Regulation 32 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 in the matter of M/s Patels Airtemp (India) Limited alleging violation of Regulation 3(1) of the SEBI SAST Regulations read with Regulation 5(1) of the said Regulations on the principal ground that Late Mr. Narayanbhai G Patel together with his son Mr. Sanjivkumar N Patel and his grandson Mr. Shivang Prakash Patel, the later two being regarded as Persons Acting in Concert (PACs) had jointly acquired a controlling stake in FY 2017-18 in Therm Flow Engineers Pvt. Ltd. (TFEPL), a Private Unlisted Company with the combined shareholding of Late Mr. Narayanbhai G Patel and the above two PACs increasing from 50% to 66.67% and failed to make a public announcement of an Open Offer to the Shareholders of the Company and illegally used the voting rights of TFEPL in the Company.

Meanwhile, the Promoters and Promoter Group have duly replied to the above mentioned SCN dated 21st October, 2024 received from SEBI and also appeared before SEBI for hearing against the said SCN and thereafter submitted with SEBI written submission. In this regard, SEBI vide its Order dated 31st July, 2025 has disposed off the aforesaid matters under SCN dated 21st October, 2024 without any direction or monetary penalty, as the case is not made at all.

Except above, the Company has not received any significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

MATERIAL CHANGES AND COMMITMENTS

In terms of Section 134(3)(l) of the Companies Act, 2013, except as mentioned above, no material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report.

There has been no change in the nature of business of the Company.

ANNUAL RETURN

Annual Return of the Company as on 31st March, 2025 as required under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 in the prescribed Form MGT-7 is put up on the Companys website and can be accessed at https://www.patelsairtemp.com/pdf/annual-return/Draft-of-Annual-Return-Form- MGT-7-31.03.2025.pdf.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

In terms of provisions of Regulation 34 of SEBI Listing Regulations, the Management Discussion and Analysis Report has been enclosed herewith as per Annexure - A and forming part of the Directors Report.

RECOGNITION OR AWARDS

Along with development of product design and product manufacturing application, the Company in its tenure of 52+ years continuously upgraded quality and product system by acquiring worlds most recognized system like ISO 9001:2015, ISO 14001:2015, ISO 45001:2018 and ASME (U2, U, S-Stamps).

The Company is having Quality Management System as per ISO 9001-2015 certification from TUV-SUD and Certificate for Environment Management System as per ISO 14001:2015 and Occupational Health and Safety (OH&S) Management System as per ISO 45001:2018 from TUV-NORD.

The Companys products have ASME (American Society of Mechanical Engineers-USA) U, U2 and S Stamp authorization. The Company is also having NB and R Stamp. In financial year 2024-25, the Company has Canadian Registration Number (CRN) and Pressure Equipment Directive (PED) jobs. The Pressure Equipment Directive is a European Union Directive (2014/68/EU) that sets standards for the design, manufacturing, and conformity assessment of pressure equipment.

The Company is also a member of HTRI (Heat Transfer Research, Inc, U.S.A.) for updating Heat Transfer Technology.

Due to U/ U2/ S Stamp authorization, it is expected to improve the Quality of the products/equipment of the Company and to achieve higher growth and profitability of the Company in future.

The Company has also licensed software of ANSYS, CREO, PVelite, Nozzle Pro and TEKLA for product development.

FINANCE

During the year under review i.e. financial year 2024-25, Bank of Baroda (BOB) consortium had sanctioned additional credit facilities of Rs. 52.00 Crores (Rs. 36.00 Crores by BOB and Rs. 16.00 Crores by Axis Bank)

Patels Airtemp (India) Limited

thereby aggregate credit facilities increased from Rs. 235.00 Crores to Rs. 287.00 Crores. However, subsequently, during the year 2025-26, BOB consortium has reduced aggregate credit facilities from Rs. 287.00 Crores to Rs. 245.00 Crores (from Rs. 206.00 Crores to Rs. 177.00 Crores by BOB and from Rs. 81.00 Crores to Rs. 68.00 Crores by Axis Bank)

Earlier, BOB sanctioned additional Working Capital Term Loan (WCTL) under BOB Guaranteed Emergency Credit Line (BGECLS) 1.0 Extension scheme of Rs. 10.92 Crores and Axis Bank sanctioned Working Capital Term Loan (WCTL) under Emergency Credit Line Guarantee Scheme (ECLGS) of Rs. 3.25 Crores.

The Company also avail the Receivables Purchase Facility from HDFC Bank Limited up to an aggregate supplier limit as may be determined by the Bank from time to time and also entered into arrangements with HDFC Bank Limited in connection with factoring transactions by the Company not exceeding Rs. 100 Crores.

The Company also avail TF-Connect services in respect of Letters of Credit, Bank Guarantees, Bills, Remittances and online forward contract confirmations, for the account opened / to be opened with Axis Bank at their various Branch(es).

The Company is also availing L.C. Bill Discounting facility amounting to Rs. 10.00 Crores from Axis Bank Ltd. The Company is also availing Bill Discounting facility from Citibank NA.

The Company is also availing overdraft facility against fixed deposit with various branches of Bank of Baroda.

The Company has also availed/availing Commercial Card facility from Axis Bank for the amount not exceeding in the aggregate Rs.1,00,00,000 /-.

The Company is also availing Working Capital Demand Loan of the aggregate amount of Rs. 33.98 Crores (Unsecured) sanctioned by Jio Credit Limited (formerly known as Jio Finance Limited), a Non-Banking Finance Company for Working Capital requirements of the Company.

ACCEPTANCE OF DEPOSITS

During the year under review, the Company has not accepted any deposits from the Public and Members of the Company and therefore not required to comply with the requirement under the Companies Act, 2013 and the Rules made thereunder. As such, no amount of principal or interest was outstanding to the Public and Members of the Company as on March 31, 2025 and the Company is not required to furnish information in respect of outstanding deposits under Non-banking, Non-financial Companies (Reserve Bank) Directions, 1966 and Companies (Accounts) Rules, 2014.

During the year under review, the Company has accepted deposits from the Directors of the Company which are exempted deposits under Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014, subject to compliance of the provisions of the Companies Act, 2013 and the Rules made thereunder.

During the year under review, the Relatives of the Directors also brought in unsecured loan/deposits by way of contribution to bring additional long term funds as a part of conditions imposed by Bank of Baroda on the Promoters and their relatives, while reviewing working capital facilities to the Company vide its Letter No. AR/SMEBR/2021-22/July, 94 dated 7th August, 2021, which are exempted deposits under Rule 2(1)(c) (xiii) of Companies (Acceptance of Deposits) Rules, 2014, subject to fulfillment of the conditions mentioned in the said Rule.

Details of exempted deposits accepted and repaid by the Company including interest to the Directors & their Relatives during the financial year 2024-25 are mentioned in Note No. 17 and 33 (Related Party Information) of the Notes to the Standalone Financial Statements attached with this Annual Report.

The Company has duly filed the required Form DPT-3 during the year under review regarding exempted deposits under MCA portal.

TRANSFER OF UNCLAIMED DIVIDEND TO IEPF

In terms of the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF), as amended, during the year under review, the Company has transferred the amount of unclaimed/unpaid Dividend of Rs. 2,37,156.50/- for the financial year 2016-17 to IEPF established by the Central Government under Section 124 & 125 of the Companies Act, 2013 and Rules made thereunder.

Pursuant to provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid / unclaimed amounts lying with the Company as on 21st September, 2024 (date of the previous Annual General Meeting) on the Companys website: https://www.patelsairtemp.com/investors/ unclaimed-dividend/

TRANSFER OF SHARES TO IEPF DEMAT AUTHORITY ACCOUNT

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the Company has, during financial year 2024-25, transferred to the IEPF Authority 6,014 Equity Shares of the face value of Rs. 10/- each belonging to 47 Shareholders in respect of which dividend had remained unpaid or unclaimed for seven consecutive years or more from 2016-17 to 2022-23. Details of shares transferred to the IEPF Authority are available on the website of the Company https://www.patelsairtemp.com/investors/ iepf-shares-transfer/

The said details have also been uploaded on the website of the IEPF Authority and the same can be accessed through the link: www.iepf.gov.in. In accordance with the said IEPF Rules and its amendments, the Company had sent notices to all the Shareholders whose shares were due to be transferred to the IEPF Authority and simultaneously published newspaper advertisement. The voting rights on the shares transferred to IEPF Authority shall remain frozen till the rightful owner claims the shares.

Members may note that the dividend and shares transferred to the IEPF can be claimed back by the concerned shareholders from the IEPF Authority after complying with the procedure prescribed under the Rules.

The Company has duly appointed Company Secretary of the Company as Nodal Officer for the purposes of verification of claims and coordination with Investor Education and Protection Fund Authority.

The Company has duly filed all the required IEPF Forms with the authorities.

CORPORATE GOVERNANCE

Being a Listed Company, the Company has taken necessary measures to comply with the provisions of SEBI Listing Regulations regarding Corporate Governance as amended from time to time. A separate report on Corporate Governance for the year ended 31st March, 2025 is attached herewith as a part of this Annual Report viz Annexure - B. A certificate from Practicing Company Secretary of the Company regarding compliance of the aforesaid provisions of Corporate Governance is obtained by the Company and annexed to the Corporate Governance Report. The Certificate on Corporate Governance issued by Practicing Company Secretary for the financial year 2024-25 does not contain any qualification, reservation or adverse remark in respect of Corporate Governance Report.

The Company has furnished to BSE Ltd., where the Shares of the Company are listed, Corporate Governance Compliance Report for the Quarter/Half-year/Whole year during the financial year 2024-25 in the format as specified by SEBI from time to time including Integrated Filing of Corporate Governance Report vide Notification as per SEBI (LODR) (Third Amendment) Regulations, 2024 starting from the quarter ended December 31, 2024 as placed before the Board as per various provisions of SEBI Listing Regulations. The said Corporate Governance Compliance Report have also been uploaded on the website of the of the Company https://www.patelsairtemp.com/investors/corporate-governance-report/. Patels Airtemp (India) Limited

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the confirmation and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(C) and 134(5) of the Companies Act, 2013 and confirm that:

(a) in the preparation of the annual accounts for the year ended 31st March, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimate+s that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025 and of the profit of the Company for the year ended on that date;

(c) the Directors have 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 have prepared the annual accounts for the year ended on 31st March, 2025 on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are 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.

PARTICULARS OF LOAN GIVEN, INVESTMENT MADE, GUARANTEES GIVEN OR SECURITY PROVIDED

During the year under review, the Company has not provided any loan or guarantee or security to any person nor made any investment.

RELATED PARTY TRANSACTIONS (RPTs)

Information on transactions with related parties referred to under sub-section (1) of Section 188 of the Companies Act, 2013 in the prescribed Form AOC-2 is attached herewith viz Annexure - c and forming part of the Directors Report pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

Pursuant to the provisions of SEBI Listing Regulations, details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in Note No. 33 of the Notes to the Standalone Financial Statements for the year ended 31st March, 2025, forming part of this Report.

However, there are no materially significant related party transactions made/entered into by the Company with its related parties including promoters, directors or the management etc. that may have potential conflict with the interests of the Company at large.

Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions related to entering into Related Party Transactions by the Company with Related Parties is uploaded on the Companys website viz. https://www.patelsairtemp.com/pdf/policies-and-code-of-conduct/policy-on-materiality-of- related-party-transaction-and-dealing-with-related-party-transactions.pdf. SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021 have introduced substantial changes in the RPTs framework pertaining to Related Party, Related Party Transactions, Prior Approvals and Disclosures effective from April 01,2022 and other earlier amendments, except for a few provisions effective from April 01, 2023. In view of the said amendments, policy on materiality of related party transactions and dealing with related party transactions of the Company (Policy on RPTs) was modified / revised / updated in line of the above amendments which is effective from 12th November, 2022.

All Related Party Transactions are placed before the Audit Committee for its prior approval (by Independent Directors only from 1st January, 2022 as per amendment in SEBI Listing Regulations) as also to the Board for approval including Omnibus approval for the transactions for one financial year, which are repetitive in nature and also for the transactions, which are not foreseen (subject to financial limit). However, the Company has not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder and SEBI Listing Regulations and as such no approval of the Shareholders require.

As per Regulation 23 and 18(3) read with Part C of Schedule II of SEBI Listing Regulations as amended from time to time, the Audit Committee of the Board has reviewed and ratified Related Party Transactions (RPTs) entered into by the company with related parties during the financial year ended 31st March, 2025 (2024-25) pursuant to each of the omnibus approvals given.

The Company has duly filed with BSE Ltd. half-yearly statement of Related Party Transactions ended on 31st March, 2024 and 30th September, 2024 in accordance with applicable Indian Accounting Standards on a consolidated basis in the format as specified by SEBI from time to time pursuant to Regulation 23(9) of SEBI Listing Regulations and uploaded the said details on website of the Company viz. https://www. patelsairtemp.com/investors/disclosures-of-related-party-transactions/

Related party transactions require prior approval of the Audit Committee, including that of Shareholders in case of material RPTs. Pursuant to the amendments in the RPT framework in November 2021, vide the 6th Amendment Regulations, 2021, SEBI had prescribed the contents of the minimum information to be placed before the AC and shareholders for approval of RPTs, through a circular dated 22nd November, 2021 (2021 Circular), subsumed in the LODR Master Circular dated November, 2024. Vide SEBI circular dated 14th February, 2025 (Circular), the information required to be provided to the AC and shareholders as per 2021 Circular has been substituted with the information as specified in the Industry Standards on Minimum information to be provided for review of the audit committee and shareholders for approval of a related party transaction (ISN). In view of the same, the Company has taken fresh approval of the Audit Committee and Board of Directors at their respective meetings held on 24th May, 2025 for related party transactions to be entered into by the Company with related parties including omnibus approval during the financial year 2025-26.

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, issued by the Institute of Company Secretaries of India (ICSI) have been duly followed and complied by the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Re-appointment of Director retiring by rotation

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder and Articles of Association, Mr. Sanjivkumar N. Patel (DIN: 02794095), Chairman & Managing Director of the Company, shall retire by rotation as Director of the Company at this Annual General Meeting, and being eligible, offers himself for re-appointment. The Board of Directors recommends re-appointment of Mr. Sanjivkumar N. Patel (DIN: 02794095) as Director of the Company, for which necessary resolution has been incorporated in the notice of the meeting for approval by the Shareholders. Mr. Sanjivkumar N. Patel, Chairman & Managing Director of the Company (DIN: 02794095), has been appointed as an Independent Director of Nirma Limited w.e.f. 15th March, 2025 and as a Member of Stakeholders Relationship Committee (SRC) of Nirma Limited w.e.f. 1st April, 2025.

Patels Airtemp (India) Limited Appointment of Whole-time Director

Mr. Shivang P. Patel (DIN: 08136652) has been re-appointed as a Whole-time Director of the Company by the Board of Directors for a further period of 3 (Three) years with effect from 1st June, 2025 up to 31st May, 2028, upon the terms and conditions including remuneration by way of Salary of Rs. 5,50,000/- per month plus Perquisites and Allowances for the said period of 3 years as recommended and approved by Nomination & Remuneration Committee and also approved by Audit Committee, being related party transaction and also approved by the Shareholders by passing Special Resolution through Postal Ballot on 27th May, 2025 on recommendation by the Board of Directors to the members for their approval.

Resignation of Independent Woman Director

Smt. Veenaben B. Patel (DIN: 07131341), Independent Woman Director, resigned as a Director of the Company (Non-Executive & Independent Woman Director) w.e.f. 20th March, 2025. She resigned as a Director of the Company (Non-Executive & Independent Director) due to health issue and confirmed that there were no other material reasons for her resignation other than health issue. Smt. Veenaben B. Patel (DIN: 07131341) also ceased to be a Member of Audit Committee (AC), Nomination & Remuneration Committee (NRC), Stakeholders Relationship Committee (SRC) and Corporate Social Responsibility Committee (CSR) of the Board of Directors of the Company w.e.f. 20th March, 2025 consequent to her resignation as a Director of the Company (Non-Executive & Independent Director). The Board places on record their appreciation for the assistance and guidance provided by Smt. Veenaben B. Patel during her tenure as an Independent Woman Director of the Company and also as a Member of AC, NRC, SRC & CSR Committees of the Board.

Appointment of Independent Woman Director

Since Smt. Veenaben B. Patel (DIN: 07131341), Independent Woman Director, resigned as a Director of the Company (Non-Executive & Independent Woman Director) w.e.f. 20th March, 2025, the Board of Directors at their meeting held on 29th March, 2025 appointed Mrs. Nidhi Yash Patel (DIN: 10944244) as Additional Director on the Board of the Company w.e.f. 29th March, 2025 based on the recommendation of Nomination and Remuneration Committee (NRC) and based on the skills, experience, knowledge, leadership capabilities, corporate governance, finance & risk management and general management. The Company has received notice under Section 160 of the Companies Act, 2013 from a member proposing the appointment of Mrs. Nidhi Yash Patel as a Director of the Company. Further, based on the recommendation of NRC, the Board, in accordance with the provisions of Section 149 read with Schedule IV to the Act and Regulation 16 of the SEBI Listing Regulations, appointed Mrs. Nidhi Yash Patel (DIN: 10944244) as Independent Woman Director of the Company, not liable to retire by rotation, for a first term of 5 years from 29th March, 2025 up to 28th March, 2030, which has been duly approved by the Shareholders by passing Special Resolution through Postal Ballot on 27th May, 2025 on recommendation by the Board of Directors to the members for their approval. Mrs. Nidhi Yash Patel has also been appointed as a Member of Audit Committee (AC), Nomination & Remuneration Committee (NRC), Stakeholders Relationship Committee (SRC) and Corporate Social Responsibility (CSR) Committee of the Board w.e.f. 29th March, 2025.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General Meeting (SS-2) are given in the Notice of AGM, forming part of the Annual Report.

INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act read along with the Rules made thereunder and are independent of the Management.

COMMITTEES OF DIRECTORS

The Board of Directors has the following Committees:

1. Audit Committee (AC)

2. Nomination and Remuneration Committee (NRC)

3. Stakeholders Relationship Committee (SRC)

4. Corporate Social Responsibility Committee (CSR)

5. Finance Committee (FC)

Re-constitution of Committees during the year 2024-25:

The Board of Directors reconstituted AC, NRC, SRC and CSR Committees of the Board w.e.f. 3rd August, 2024 by appointing Mr. Rajendrakumar C. Patel (DIN: 06532676), an Independent Director, as a Member of AC, NRC, SRC and CSR Committee, in place of Mr. Hareshkumar I. Shah (DIN: 00216585), who ceased to be an Independent Director of the Company and consequently as a Chairman of AC, NRC, SRC and CSR Committee of the Board w.e.f. 30th August, 2024 due to completion of 2nd term as Independent Director of the Company.

Mrs. Nidhi Yash Patel (DIN: 10944244) has been appointed as a Member of AC, NRC, SRC and CSR Committee of the Board w.e.f. 29th March, 2025 in place of Smt. Veenaben B. Patel (DIN: 07131341), who ceased to be an Independent Woman Director of the Company and consequently as a Member of AC, NRC, SRC and CSR Committee of the Board due to her resignation w.e.f. 29th March, 2025.

Chairman of re-constituted Committees:

The Board of Directors also appointed Mr. Naimish B. Patel (DIN: 02813295), an Independent Director, as a Chairman of AC, NRC, SRC and CSR Committee w.e.f. 30th August, 2024 in place of Mr. Hareshkumar I. Shah (DIN: 00216585), who ceased to be an Independent Director of the Company and consequently as a Chairman of AC, NRC, SRC and CSR Committee of the Board w.e.f. 30th August, 2024 due to completion of his 2nd term as Independent Director of the Company on 29th Augus! 2024.

Constitution of Finance Committee (FC) during the year 2024-25:

The Board of Directors at their meeting held on 8th February, 2025 constituted its Finance Committee (FC) as under pursuant to Section 179(3)(d) of the Companies Act, 2013 and the Rules made thereunder to borrow Secured / Unsecured Loans from the Banks / Financial Institutions / Non-Banking Finance Company (NBFCs) / Company / Firm / any other Body Corporates / any other lending agencies, keeping in view the Companys existing and future financial requirements to support its business operations in the ordinary course of business up to the limit of Rs. 50 Crores:

1 Mr. Sanjivkumar N. Patel	- Chairman & Managing Director
2 Mr. Shivang P. Patel	- Whole-time Director
3 Mr. Apurva V. Shah	- Whole-time Director

The details of various Committees of Directors constituted by the Board of Directors as above under various provisions of Companies Act, 2013 and Rules made thereunder and SEBI Listing Regulations, Meetings & Attendance, terms of reference and other details are provided in the Corporate Governance Report annexed with the Directors Report.

The composition of various Committees and their terms of references may be accessed on the Companys website viz. https://www.patelsairtemp.com/investors/composition-of-committees-of-board-of-directors/.

BOARD EVALUATION

The Board has carried out an evaluation of its own performance and that of its Committees and Directors and also Chairperson in terms of Section 134(3)(p) of the Companies Act, 2013 and Rules made thereunder and SEBI Listing Regulations. The Board has approved a policy (NRC Policy) for criteria of determining qualifications, selection, appointment and remuneration of Directors, KMP and Senior Management and the same has been uploaded on the Companys web-site https://www.patelsairtemp.com/pdf/policies- and-code-of-conduct/nomination-and-remuneration-policy.pdf.

In a separate meeting of independent Directors held on 29th March, 2025, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors and 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.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Policy on appointment and remuneration of Directors, KMP and other employees and other matters as required under Section 178(3) of the Companies Act, 2013 is available on the web-site of the Company viz. https://www.patelsairtemp.com/pdf/policies-and-code-of-conduct/nomination-and-remuneration-policy. pdf.

NUMBER OF BOARD MEETINGS AND CIRCULAR RESOLUTIONS

During the financial year 2024-25, 6 (Six) Board Meetings of the Company were held on 24th May, 2024, 3rd August, 2024, 28th October, 2024, 9th December, 2024, 8th February, 2025 and 29th March, 2025.

For the Board Meetings held as above, the gap between two Board Meetings did not exceed 120 days as prescribed in the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations. The Board Meetings were held at the Factory (Works) of the Company situated at Rakanpur, Dist. Gandhinagar, Gujarat.

The particulars of number of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of this Report. Agenda of the meetings were prepared and all necessary papers were circulated to Members of the Board in advance. Necessary disclosures were made by the Directors in the Board and Committee Meetings whenever required. The Company has complied with Secretarial Standards 1 (SS-1) related to Board and Committee Meetings of the Company issued by ICSI.

During the financial year 2024-25, 2 (two) Circular Resolutions in respect of the following matters have been passed by the Board of Directors on 12th September, 2024 and 28th September, 2024 and duly confirmed by the Board of Directors in the next Board Meeting of the Company as per Section 175 of the Companies Act, 2013 and Rules made thereunder and as per Secretarial Standards SS-1issued by ICSI:

1) Approval of Cost Audit Report for the year 2023-24 issued by M/s. Rajendra Patel & Associates, Cost Accountant, Ahmedabad (Firm Regn. No. FRN 101163), Cost Auditor of the Company in respect of cost records maintained by the Company for various products of the company.

2) Taking action against Sr. Company Secretary of the Company for violations noticed by SEBI in its Show Cause Notice. No. SEBI/HO/EAD-8/SKV/VC/36027/2023 dated 1st September, 2023 (SCN) received from SEBI alleged that the Company violated the provisions of the Companies Act, 2013 & SEBI Listing Regulations, 2015 in terms of Settlement Application filed by the Company under the SEBI (Settlement Proceeding) Regulations, 2018 against the said SCN.

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

As required under Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure - D attached herewith and forming part of the Directors Report.

RISK MANAGEMENT

Business risk evaluation and management, covering the business operations of the Company, is an ongoing process within the Company and the management reviewed frequently risk assessment and to minimize them. The ultimate goal of risk management is the preservation of physical and human assets of the organization for successful continuation of its operations. Pursuant to the provisions of Regulation 21 of SEBI Listing Regulations, at present, the Company is not required to constitute Risk Management Committee of the Directors of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The details regarding Corporate Social Responsibility of the Company are given in the Corporate Governance Report, which forms part of this Report.

The salient features of the Policy forms part of the Annual Report on CSR activities annexed to the Boards Report. The Annual Report on CSR activities and expenditure, as required under Sections 134 and 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014, is annexed herewith marked as Annexure - E.

The CSR Policy is available on the web-site of the Company viz. https://www.patelsairtemp.com/pdf/ policies-and-code-of-conduct/corporate-social-responsibility-policy.pdf.

The policy also indicates the activities to be undertaken by the Company within the broad framework of Schedule VII of the Companies Act, 2013, as in force and as amended from time to time which includes promotion of educational and employment enhancing vocational skills and education of underprivileged children, social development/services, promotion of healthcare, including preventive health care i.e. for medical treatment, rehabilitation and sanitation and disaster management, environmental sustainability, rural development project, eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and promoting gender equality, empowering women and measures for reducing inequalities faced by socially and economically backward groups and such other activities and programs as recommended by CSR committee from time to time.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

The Companys internal control system is commensurate with its size, scale and complexities of its operations.

STATUTORY AUDITORS

M/s. Parikh & Majmudar, Chartered Accountants, Ahmedabad (Firm Registration No. 107525W) were appointed as Statutory Auditors of your Company at the 30th Annual General Meeting of the Company held on 27th September, 2022, for a first term of five consecutive years from the conclusion of the said 30th Annual General Meeting of the Company till the conclusion of the 35th Annual General Meeting to be held in the year 2027 in place of retiring Statutory Auditors M/s. Shah & Shah Associates, Chartered Accountants, Ahmedabad (Firm Registration No. 113742W).

In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs (MCA), the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting. Accordingly, no resolution has been proposed for ratification of appointment of Auditors of the Company.

No fraud has been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Boards Report, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Patels Airtemp (India) Limited

During the Financial Year 2024-25, the Company has paid total fees of Rs. 5,88,000 including statutory audit fees, certification fees, and fees for other services to M/s. Parikh & Majmudar, Chartered Accountants, Ahmedabad, the Statutory Auditors of the Company (Firm Registration No. 113742W).

AUDIT REPORT

The Statutory Auditors have mentioned in their Audit Report the following Notes in respect of Audited Standalone Financial Statements of the Company for the year ended 31st March, 2025 as Emphasis of the Matter:

The balance confirmation from the suppliers and customers have been called for, but the same are awaited till the date of audit. Thus, the balances of receivables and trade payables have been taken as per the books of accounts submitted by the company and are subject to confirmation from the respective parties

However, the Auditors clarified in its report that their Conclusion is not modified in respect of the above matter of emphasis.

The Notes on financial statement referred to in the Auditors Report and mentioned above are self explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer, except Emphasis of the Matter as mentioned above.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Section 204 of the Companies Act, 2013 and Rules made thereunder and Regulation 24A of SEBI Listing Regulations inter alia requires every Listed Company to annex with its Board Report a Secretarial Audit Report given by a Company Secretary in Practice in the prescribed form. The Board appointed CS Punit Santoshkumar Lath, Practicing Company Secretary, Ahmedabad (COP No. 11139 & Membership No. 26238) as the Secretarial Auditor to conduct Secretarial Audit of the records of the Company for the financial year 2024-25. Secretarial Auditor has submitted to the Company the Secretarial Audit Report for the financial year ended March 31,2025 and annexed herewith marked as Annexure - F to this Report.

The Secretarial Audit Report for the financial year 2024-25 does not contain any qualification, reservation or adverse remark. During the year under review, the Secretarial Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

The SEBI (Listing Obligations and Disclosure Requirements) Third Amendment Regulations, 2024 introduced several changes to the role of Secretarial Auditors. From April 1, 2025, appointment, re-appointment or continuation of Secretarial Auditors of Listed Entities shall be in compliance with the aforesaid provisions.

Appointment, re-appointment of Secretarial Auditors would now be in line with provisions of Section 204 of Companies Act, 2013. An individual Practicing Company Secretary (PCS) shall be appointed for a term of 5 years and a PCS firm may be appointed for a maximum of 2 terms of 5 years each subject to approval of Shareholders in a General Meeting. PCS to be appointed as a Secretarial Auditor shall be a peer reviewed Company Secretary.

Pursuant to the Listing Regulations, shareholders approval is required for appointment of Secretarial Auditors. Further, such Secretarial Auditor must be a peer reviewed Company Secretary from Institute of Company Secretaries of India (ICSI) and should not have incurred any of the disqualifications as specified by SEBI.

The Board of Directors appointed from time-to-time CS Punit Santoshkumar Lath, Practicing Company Secretary, Ahmedabad (COP No. 11139 & Membership No. 26238) as the Secretarial Auditor to conduct Secretarial Audit of the records of the Company. Last such appointment was made for the financial year 2024-25.

Considering the above amendments, the Board of Directors in their meeting held on 24th May, 2025, on recommendation of Audit Committee and subject to approval of the Members, has appointed CS Punit Santoshkumar Lath, Practicing Company Secretary, Ahmedabad (COP No. 11139 & Membership No. 26238) as the Secretarial Auditor of the Company, for a period of five years to hold office from the conclusion of this Annual General Meeting till the conclusion of the 38th Annual General Meeting of the Company to be held in the year 2030, to conduct Secretarial Audit of the Company in terms of Section 204 and other applicable provisions of the Companies Act, 2013 read with Regulation 24A and other applicable provisions of the SEBI Listing Regulations, for the period beginning from the Financial Year 2025-26 through the Financial Year 2029-30.

CS Punit Santoshkumar Lath has given his consent for his appointment as Secretarial Auditor of the Company and confirmed that his appointment, if made, would be within the limits and hold a valid Peer Reviewed Certificate issued by ICSI. He has further confirmed that his is not disqualified to be appointed as Secretarial Auditor of the Company.

The Board of Directors recommend to the members for their approval in respect of appointment of CS Punit Santoshkumar Lath, Practicing Company Secretary, Ahmedabad (COP No. 11139 & Membership No. 26238) as the Secretarial Auditors of the Company, for which, necessary resolution has been included in the Notice of the AGM.

COMPLIANCE CERTIFICATE

Further, with effect from April 1, 2025, the Annual Secretarial Compliance Report submitted by a listed entity to be signed only by the Secretarial Auditor or by a Peer Reviewed Company Secretary who satisfies the aforesaid requirements.

Pursuant to the SEBI circular no. CIR/CFD/CMD1/27/2019 dated February 8, 2019 and as per the NSE and BSE circulars dated March 16, 2023, the Company has obtained an Annual Secretarial Compliance Report for the year ended 31st March, 2025 from Mr. Punit Lath (COP No. 11139 & Membership No. 26238), Practicing Company Secretary and duly filed with BSE Ltd., in respect of compliance with the provisions of:

(a) the Securities and Exchange Board of India Act, 1992 (SEBI Act) and the Regulations, circulars, guidelines issued thereunder; and

(b) the Securities Contracts (Regulation) Act, 1956 (SCRA), rules made there under and the Regulations, circulars, guidelines issued there under by the Securities and Exchange Board of India (SEBI).

COST AUDITORS AND COST AUDIT

Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Amendment Rules 2014, your Company is required to get its cost accounting records audited by a Cost Auditor.

Accordingly, the Board at its meeting held on 24th May, 2025, has on the recommendation of the Audit Committee, appointed M/s. Rajendra Patel & Associates, Cost Accountant, Ahmedabad (Firm Registration No. FRN101163) to conduct the audit of the cost accounting records of the Company for FY 2025-26 on a remuneration of Rs. 80,000/- plus taxes as applicable and reimbursement of actual travel and out of pocket expenses. The remuneration is subject to the ratification of the Members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed for your ratification. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder and confirmed that their appointment is within the limits of the Section 139 of the Companies Act, 2013. They have also certified that they are free from any disqualifications specified under Section 141 of the Companies Act, 2013.

The Cost Audit Report for the Financial Year ended 31st March, 2024 has been duly filed in XBRL mode. The cost audit report of the Company for financial year ended March 31, 2025 will be filed with Central Government on or before the due date as prescribed under Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014.

INTERNAL AUDIT

Pursuant to the provisions of Regulation 18 read with Part C of Schedule II of SEBI Listing Regulations, the Audit Committee reviews quarterly the Report of internal audit received from Internal Auditor of the Company relating to internal control weakness, if any, as mentioned in the Internal Audit Report.

LISTING FEES

Pursuant to the provisions of SEBI Listing Regulations, the Company declares that the Equity Shares of the Company are listed on the BSE Limited (BSE). The Company confirms that it has paid Annual Listing Fees to BSE up to the Financial Year 2025-26.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Disclosures relating to remuneration and other details required under Section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed as Annexure - G and forms an integral part of this Report.

A statement showing the names of top 10 employees in terms of remuneration drawn as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is provided as a separate Annexure forming part of this Report. However, in terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders, excluding the aforesaid Annexure. The said Statement is open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary at share@patelsairtemp.com.

The Statement of particulars of employees under Section 197(12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is not provided with as, during the financial year under review, no employee of the Company including Managing Director and Whole-time Directors were in receipt of remuneration in excess of the limits set out in the said rules.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) on initiatives taken from an environmental, social and governance perspective, in the prescribed format is not applicable to the Company and hence not attached with this Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Pursuant to Section 177(9) of the Companies Act, 2013, the Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report any act of serious misconduct or wrongful activity being occurred or suspected to occur within the organization, to his immediate HOD or the HR Head or directly to the concern Whole-time Directors or Managing Directors of the Company, as he may desire. No employee of the Company is denied access to the Audit Committee. The vigil mechanism/whistle blower policy is also available on the web-site of the Company viz. https://www.patelsairtemp.com/pdf/ policies-and-code-of-conduct/whistel-blower-cum-vigil-mechanism-policy.pdf. During the year under review, the Company has not received any whistle blower complaint.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. All employees (permanent, contractual, temporary, trainees) are covered under the said Policy.

Pursuant to Companies (Accounts) Second Amendment Rules, 2025, no complaints pertaining to sexual harassment were received during the financial year 2024-25 and as such, no complaints remain pending for more than 90 days.

Pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013 (POSH Rules) and pursuant to Rule 8(5) of Companies (Accounts) Rules, 2014, the Company has duly constituted Internal Complaints Committee (IC Committee) of the Company to hear and redress grievances pertaining to Sexual Harassment and to handle complaints related to Sexual Harassment and facilitate inquiry into the complaint.

Policy on Prevention, Prohibition and Punishment of Sexual Harassment is also available on the web-site of the Company viz. https://www.patelsairtemp.com/pdf/policies-and-code-of-conduct/sexual-harassment- policy.pdf.

DISCLOSURE AS PER MATERNITY BENEFITS ACT, 1961

Pursuant to Companies (Accounts) Second Amendment Rules, 2025, the Company also hereby confirms that it has complied with the provisions of Maternity Benefit Act, 1961 during the year under review and the Company adheres to all statutory requirements concerning maternity leave, medical benefits, and other entitlements for its female employees.

GENERAL

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

0 The Company does not provide any loan or other financial arrangement to its employees or Directors or Key Managerial Personnel for purchase of its own shares and hence, the disclosure under Section 67(3)(c) of the Companies Act, 2013 does not require.

0 The disclosure in terms of Rule 4 of Companies (Share Capital and Debenture) Rules, 2014 is not provided, as the Company does not have any equity shares with differential voting rights.

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

0 The Company has not issued any shares under any scheme including Employees Stock Options Schemes or Sweat Equity Shares to employees of the Company.

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

0 There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

0 There was no instance of onetime settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

The Directors place on record the appreciation and gratitude for the co-operation and assistance extended by various departments of the Union Government, State Government, Bankers and Financial Institutions.

The Directors also place on record their appreciation of dedicated and sincere services of the employees of the Company at all levels.

The Company will make every effort to meet the aspirations of its Shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.

	On behalf of the Board of Directors
	Sanjivkumar N. Patel
Date : 2 nd August, 2025	Chairman & Managing Director
Place : Rakanpur, Dist. Gandhinagar	(DIN: 02794095)