Patil Automation Ltd Directors Report

To the Members, Patil Automation Limited

(Formerly known as Patil Automation Private Limited)

Your Directors have the immense pleasure to present the 11 th (Eleventh) Boards Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2026.

1. FINANCIAL RESULTS

The Companys financial performance for the year ended March 31, 2026 is summarized below:

[Amount in Rs. Lakhs]

	Consolidated		Standalone
Particulars	Year ended March 31, 2026	Year ended March 31, 2025	Year ended March 31, 2026	Year ended March 31, 2025
Revenue from operation	16,656.69	Holding Company acquired shares in its subsidiary companies on 19 September 2025. Accordingly, these consolidated financial statements are being prepared for the first time for the year ended 31 March 2026. Consequently, no comparative figures for the previous year have been presented.	15,004.94	11,805.13
Other Income	621.97		676.80	399.32
Total Income (Revenue)	17,278.66		15,681.74	12,204.45
Profit/(Loss) before taxation	2,418.59		2,064.96	1,517.62
Less: Tax Expense	575.68		480.38	347.41
Profit/(Loss) after tax	1907.43		1,584.58	1,170.21

2. OPERATIONS & STATE OF COMPANYS AFFAIRS

During the financial year 2025-26, total standalone income of the Company was Rs. 15,681.74 lakhs as against Rs. 12,204.45 lakh during financial year 2024-25 and the Company earned a net profit of Rs. 1,584.58 lakhs as against Rs. 1,170.21 lakh in financial year 2024-25.

At consolidated level the total income of the Company was stood at Rs. 17,278.66 lakhs during the financial year and earned a net profit of Rs. 1907.43 lakhs.

3. NATURE OF BUSINESS

The Company is engaged in the business of designing, manufacturing, testing and installation of customized automation systems such as welding lines (spot welding, MIG and TIG), assembly lines, material handling machineries and special-purpose machineries, tailored to meet the specific requirements of our clients production facilities. There was no change in the nature of the business of the Company during the year ended March 31, 2026.

4. DIVIDEND AND RESERVES

In order to conserve the resources, your Directors have not recommended any dividend for the financial year ended March 31, 2026.

5. SHARE CAPITAL

The authorized share capital of the Company is Rs. 25,00,00,000 (Rupees Twenty-Five crores only) comprising of 2,50,00,000 equity shares of face value of Rs 10/- each.

There was no change in the authorized share capital of the Company during the financial year.

The paid-up equity share capital as at March 31, 2026 stood at Rs. 21,82,08,000 (Rupees Twenty one crores eighty two lakhs eight thousand divided into 2,18,20,800 shares of Rs. 10 each as against Rs. 16,02,00,000 (Rupees Sixteen crores and Two lakhs only) divided into 1,60,20,000 shares of Rs. 10 each as on March 31, 2025.

During the year the Company has issue and allot of 58,00,800 (Fifty eight lacs eight hundred) Equity Shares as of Rs. 10/- (Rupees Ten) each, at a price of Rs. 110/- per equity share (including share premium of Rs.120/- per equity share) and raised an amount of Rs. 69.61 Crores through initial public officer.

The Company has got its equity shares listed on NSE Emerge with effect from June 23, 2026.

The Company has not issued any equity shares with or without differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

6. SUBSIDIARIES

Pentaco Automation Private Limited and MII Robotics Private Limited are the two subsidiaries of the Company as on March 31, 2026. Both the entities has become the subsidiaries of the Company during the financial year.

The Company did not have any Joint Venture or Associate Company as on March 31, 2026. During the financial year no Company has become or ceased to be Associate or Joint Venture of the Company.

7. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, the Company has prepared Consolidated Financial Statements, which form part of this Annual Report. In accordance with the first proviso to the said section, a separate statement containing the salient features of the financial performance, current operational status, and financial position of each of the Companys subsidiaries, associate companies, and joint venture entities is explicitly provided. This mandatory statement is presented in the prescribed format of Form AOC-1 and is appended herewith as Annexure I to this Report.

The statement highlights the individual financial contributions and strategic importance of these entities to the overall growth matrix of your Company. Shareholders are requested to refer to Annexure I for a comprehensive review of the financial health and operational highlights of these entities

8. CORPORATE GOVERNANCE

Your Company is listed on NSE Emerge, the SME Segment of the National Stock Exchange of India Limited. By virtue of Regulation 15(2)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the mandatory corporate governance provisions specified under Regulations 17 to 27, clauses (b) to (i) and (t) of Regulation 46(2), and Paras C, D, and E of Schedule V are not applicable to the Company.

Consequently, the Company is exempt from including a Corporate Governance Report or obtaining a compliance certificate thereon. However, the Board remains committed to maintaining high standards of transparency and ethical governance.

9. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015, a detailed review of the Companys operations, performance, and future outlook is set out under the Management Discussion and Analysis Report , which forms a separate and integral part of this Annual Report.

10. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, a copy of the Annual Return for the financial year ended March 31, 2026 is placed on the website of the Company at www.patilautomation.com 11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In terms of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Prafulla Pandurang Patil (DIN: 10759798), Executive Director, retires by rotation at the ensuing Annual General Meeting (AGM) and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment for approval by the members at the AGM.

Pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) read with Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015, all Independent Directors have submitted declarations confirming that they meet the criteria of independence and are not disqualified. In the opinion of the Board, they fulfill all statutory conditions and operate completely independent of the management.

The Company has received written confirmations in Form DIR-8 from all Directors in terms of Section 164(2) of the Companies Act, 2013, read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, stating that they are not disqualified from being appointed or continuing as Directors.

The brief resume, expertise, and other relevant disclosures for the Director seeking re-appointment at the ensuing Annual General Meeting (AGM) as mandated under Secretarial Standard-2 (SS-2) and the SEBI (LODR) Regulations, 2015, are furnished within the accompanying Notice of the AGM.

As of March 31, 2026, the Key Managerial Personnel (KMPs) of the Company under Section 2(51) and Section 203 of the Companies Act, 2013 were: Mr. Manoj Pandurang Patil (Managing Director), Mr. Prafulla Pandurang Patil (Chief Financial Officer), and Ms. Niharika Shamindra Singhal (Company Secretary and Compliance Officer).

Subsequent to the close of the financial year under review, Ms. Niharika Shamindra Singhal resigned from her position with effect from May 07, 2026 and Mrs. Vishakha Ankit Pathak was appointed as the Company Secretary and Compliance Officer with effect from May 08, 2026.

12. MEETINGS:

Meetings of the Board and its Committees are planned in advance. A tentative annual meeting calendar is provided to the Directors in advance to facilitate optimal attendance.

Detailed agendas and notes are circulated prior to the meetings. In instances of administrative urgency, the Board exercises its option to pass resolutions by circulation or hold short-notice meetings as permitted by law.

Resolutions and directives are instantly communicated to the respective departments. Furthermore, an Action Taken Report concerning previous decisions is regularly placed before the Board at its next consecutive meeting to ensure ongoing oversight.

13. BOARD AND COMMITTEES THERE OF:

The Nomination and Remuneration Committee (NRC) defines the requisite skills, expertise, and attributes required for the Board as a whole and its individual members. The Board has identified the following core competencies as critical in the context of the Companys strategic industrial automation business sectors:

Strategic Leadership: Corporate strategy, general management, and business planning.

Industry & Value Chain Expertise: Deep insight into business dynamics, sector verticals, and automation value chains.

Governance & Compliance: Risk management, legal compliances, tax, finance, and corporate social responsibility.

The Board is satisfied that its current composition reflects an optimal mix of diversity, independence, and technical expertise, ensuring rigorous adherence to ethical standards, transparency, and fiduciary responsibilities.

To ensure focused oversight and streamlined decision-making, the Board has delegated specific functional mandates to its Committees. All recommendations of these Committees are placed before the Board for noting or formal approval. As of March 31, 2026, the Company has three statutory Board committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee i. Composition of the Board of Directors:

As of March 31, 2026, the Board of Directors of the Company comprised six Directors, split equally between three Executive Directors and three Independent Directors. Independent representation accounts for half of the Board. The Board represents an ideal mix of diverse professional backgrounds, skills, and industry expertise. The detailed composition of the Board of Directors as of March 31, 2026, is outlined below:

Name of the Directo	Designation	Date of Joining	No. of Directorships / Committee Memberships/ Chairmanships
			Public Limited Companies (including this Company)	Private Limited and Section 8 Companies	Committee Memberships	Committee Chairman Ships
Mr. Manoj Managing Pandurang Patil	Director	03.09.2015	01	05	01	01
Mrs. Aarti Manoj Patil	Executive Director	03.09.2015	01	02	01	Nil
Mr. Prafulla Pandurang Patil	Executive Director	29.08.2024	01	02	01	Nil

Name of the Directo	Designation	Date of Joining	No. of Directorships / Committee Memberships/ Chairmanships
			Public Limited Companies (including this Company)	Private Limited and Section 8 Companies	Committee Memberships	Committee Chairman Ships
Mr. Santoshkumar Vasantrao Patil	Independent Director	11.12.2024	01	02	03	01
Mr. Ketan Padmakar Chaphekar	Independent Director	11.12.2024	01	02	02	Nil
Mrs. Kshama Ronak Dharnidharka	Independent Director	25.12.2024	02	Nil	01	02

ii. Board Meetings:

The Board/Committee meetings are pre-scheduled and proper notices of Board and Committee meetings is circulated to the Directors well in advance to enable them to plan their schedules and to ensure their meaningful participation in the meetings.

The Board of Directors of your Company met 12 (Twelve) times during the financial year 2025-26 i.e. on May 15, 2025, June 03, 2025, June 07, 2025, June 19, 2026, August 04, 2025, August 21, 2025, October 08, 2025, November 10, 2025, December 15, 2025, February 10, 2026, March 13, 2026 and March 30, 2026. The gap between two Board meetings was in compliance with the provisions of the Act and the SEBI (LODR) Regulations, 2015. Details of Directors as on March 31, 2026 and their attendance at the Board meetings and Annual General Meeting (AGM) during the financial year ended March 31, 2026 are given below:

Name of the Director	Category	No. of the Meeting held	No of the Meeting attended	Attendance at AGM of 2025
Mr. Manoj Pandurang Patil	Managing Director	12	12	Yes
Mrs. Aarti Manoj Patil	Executive Director	12	12	Yes
Mr. Prafulla Pandurang Patil	Executive Director	12	12	Yes
Mr. Santoshkumar Vasantrao Patil	Independent Director	12	11	No
Mr. Ketan Padmakar Chaphekar	Independent Director	12	11	Yes
Mrs. Kshama Ronak Dharnidharka	Independent Director	12	12	Yes

iii. Audit Committee:

In terms of Section 177 of the Companies Act, 2013, read with applicable rules, the Company has a duly constituted Audit Committee. As of March 31, 2026, the Committee comprised the following members:

1. Mrs. Kshama Ronak Dharnidharka (Chairperson Independent Director)

2. Mr. Ketan Padmakar Chaphekar (Member Independent Director)

3. Mr. Santoshkumar Vasantrao Patil (Member Independent Director)

4. Mr. Prafulla Pandurang Patil (Member Executive Director)

The terms of reference, scope, and operational role of the Audit Committee align with Section 177 of the Companies Act, 2013, and the SEBI (LODR) Regulations, 2015. The core responsibilities inter alia include:

Financial Oversight: Monitoring the financial reporting process, disclosure systems, and financial statements of the Company and its material subsidiaries.

Auditor Management: Recommending the appointment, remuneration, terms, and removal of Statutory, Internal, and Cost Auditors.

Internal Controls: Reviewing the adequacy, operation, and effectiveness of internal financial control frameworks and risk management systems.

Compliance & Governance: Evaluating compliance with statutory laws, reviewing the Whistle Blower/Vigil mechanism, and approving all Related Party Transactions (RPTs).

Subsidiary Oversight: Monitoring the financial and operating controls of subsidiary entities.

During the financial year ended March 31, 2026, the Audit Committee met five (5) times i.e. on June 03, 2025; August 21, 2025; November 10, 2025; February 10, 2026; and March 30, 2026. The individual attendance details of the members are tabulated below:

Name of the Member	Category	Meetings Held	Meetings Attended
Mrs. Kshama R. Dharnidharka	Chairperson	5	5
Mr. Ketan P. Chaphekar	Member	5	4
Mr. Santoshkumar V. Patil	Member	5	5
Mr. Prafulla P. Patil	Member	5	5

The minutes of all Audit Committee meetings are systematically placed before the Board for information and review. During the financial year under review, the Board accepted all recommendations made by the Audit Committee, and no advice or proposal was rejected.

The Chairperson of the Audit Committee, Mrs. Kshama Ronak Dharnidharka, attended the previous Annual General Meeting (AGM) held on September 23, 2025. iv. Nomination and Remuneration Committee:

In terms of Section 178 of the Companies Act, 2013, read with applicable rules, the Company has a duly constituted Nomination and Remuneration Committee (NRC). As of March 31, 2026, the Committee comprised the following members:

1. Mr. Santoshkumar Vasantrao Patil (Chairperson Independent Director)

2. Mr. Ketan Padmakar Chaphekar (Member Independent Director)

3. Mrs. Kshama Ronak Dharnidharka (Member Independent Director) In terms of Section 178(3) of the Companies Act, 2013, and Regulation 19(4) read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the role of the Nomination and Remuneration Committee (NRC) of the Company includes, inter-alia, the following:

Formulating Criteria and Remuneration Policy: Formulate the criteria for determining qualifications, positive attributes, and independence of a Director, and recommend to the Board a comprehensive policy relating to the remuneration of Directors, Key Managerial Personnel (KMP), and Senior Management Personnel (SMP).

Board Capability Mapping: Evaluate the balance of skills, knowledge, and experience on the Board and, based on this evaluation, prepare a precise description of the role and capabilities required of an Independent Director.

Performance Evaluation Framework: Formulate definitive criteria for the performance evaluation of Independent Directors, the Board as a whole, and its Committees.

Board Diversity: Devise and implement a formal policy on the diversity of the Board of Directors.

Talent Identification and Board Recommendations: Identify individuals qualified to become Directors or who may be appointed to Senior Management in accordance with the prescribed criteria, and recommend their appointment or removal to the Board of Directors.

Tenure Extensions: Recommend to the Board whether to extend or continue the term of appointment of Independent Directors based on their performance evaluation reports.

Senior Management Remuneration: Recommend to the Board the specific appointment of Senior Management Personnel and the structure of remuneration payable to them.

During the financial year ended March 31, 2026, the NRC met once on August 21, 2025, which was attended by all the members.

The minutes of all NRC meetings are systematically placed before the Board for information and review. During the financial year under review, the Board accepted all recommendations made by the NRC, and no advice or proposal was rejected.

The Chairperson of the NRC , Mr. Santoshkumar Vasantrao Patil, was unbale to attended the previous Annual General Meeting (AGM) held on September 23, 2025.

v. Stakeholders Relationship Committee:

In terms of Section 178 of the Companies Act, 2013, read with applicable rules, the Company has a duly constituted Stakeholders Relationship Committee (SRC). As of March 31, 2026, the Committee comprised the following members:

1. Mrs. Kshama Ronak Dharnidharka (Chairperson Independent Director)

2. Mr. Santoshkumar Vasantrao Patil (Member Independent Director)

3. Mr. Manoj Pandurang Patil (Member Executive Director) In accordance with Section 178(5) of the Companies Act, 2013, and Regulation 20 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Terms of Reference and role of the Stakeholders Relationship Committee of the Company include, inter-alia, the following;

Investor Grievance Redressal: Consider and resolve the grievances of all security holders of the Company (including shareholders, debenture holders, and deposit holders), Voting Rights Assessment: Review the measures and initiatives taken by the Company to ensure the effective and transparent exercise of voting rights by shareholders.

RTA Performance Oversight: Monitor and review adherence to the service standards and compliance frameworks adopted by the Companys Registrar and Share Transfer Agent (RTA).

Unclaimed Dividend Reductions: Review the statutory compliance, measures, and various actions taken by the Company to minimize the quantum of unclaimed dividends and ensure timely dispatch of physical or electronic payouts.

The status of investor complaints received during the year under review:

Complaints received by the Company and its RTA	: Nil
Complaints resolved	: Nil
Complaints pending as on March 31, 2026	: Nil

During the financial year ended March 31, 2026, the SRC met once on March 13, 2026, which was attended by all the members The minutes of all SRC meetings are systematically placed before the Board for information and review. During the financial year under review, the Board accepted all recommendations made by the SRC, and no advice or proposal was rejected.

The Chairperson of the SRC, Mrs. Kshama Ronak Dharnidharka, has attended the previous Annual General Meeting (AGM) held on September 23, 2025.

14. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE, AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

The Company has received declarations from all Independent Directors confirming compliance with the criteria of independence outlined in Section 149(6) of the Companies Act, 2013, and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board of Directors registers its explicit opinion regarding the Independent Directors appointed or re-appointed during the financial year under review.

15. INDEPENDENT DIRECTORS MEETING:

In accordance with Section 149(8) read with Schedule IV to the Companies Act, 2013, and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was convened on February 10, 2026. The meeting was conducted without the attendance of Non-Independent Directors or any members of the corporate management team.

During the meeting, the Independent Directors comprehensively evaluated and recorded their assessments regarding:

The performance of individual Non-Independent Directors and the collective functionality of the Board of Directors.

The performance of the Chairperson of the Company, based on the views received from both Executive and Non-Executive Directors.

The structural quality, clarity, and timeline of operational and financial information flow from management, confirming it is optimal for driving informed board-level decision-making.

16. FAMILIARIZATION PROGRAM OF INDEPENDENT DIRECTORS:

In compliance with the provisions of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has structured and implemented a familiarisation programme for the Independent Directors. This is designed to familiarize with their roles, statutory rights, and strategic responsibilities, alongside updates on the nature of the industry, the Companys operational frameworks, business model, and overall performance dynamics.

Pursuant to Regulation 46(2)(i) of the SEBI Listing Regulations, the complete details of the familiarisation programmes conducted during the year, including the number of programmes attended and hours spent by individual Independent Directors, are hosted on the website of the Company and can be accessed at www.patilautomation.com

17. PERFORMANCE EVALUATION:

Pursuant to the provisions of Section 134(3)(p) read with Schedule IV to the Companies Act, 2013, and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out a formal annual evaluation of its own performance, the individual performance of its Directors, as well as the functioning of its operational Committees.

The evaluation framework was designed and administered based on the criteria specified by the Nomination and Remuneration Committee (NRC), on following parameters:

Evaluation of the Board as a Whole: Assessed on broad aspects including Board structure, composition, frequency and diligence of meetings, execution of key fiduciary responsibilities, systemic risk management, and the overall robustness and transparency of information flow from management.

Evaluation of Board Committees: Assessed on the adequacy of their composition, clarity of mandates, compliance with respective Terms of Reference, and the effectiveness of their interactions and decision-making processes.

Evaluation of Individual Directors: Evaluated on individual attributes such as meeting attendance, preparedness, proactive contribution to core strategy, exercise of independent judgment, and active guidance provided to the management team outside of formal boardroom discussions.

In alignment with statutory requirements, the performance of the Non-Independent Directors, the Board as a whole, and the Chairperson was evaluated by the Independent Directors in their separate meeting held on February 10, 2026, taking into consideration feedback from both Executive and Non-Executive Directors. The outcomes of the evaluation process were discussed at the subsequent meeting of the Board of Directors.

The performance evaluation of individual Independent Directors was concluded by the entire Board, excluding the specific Director being evaluated.

18. CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT AS DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

In accordance with the provisions of Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee (NRC) has formulated a comprehensive Nomination and Remuneration Policy. This policy establishes well-defined criteria for determining qualifications, positive attributes, and independence for selecting and appointing Directors, Key Managerial Personnel (KMP), and Senior Management Personnel.

The policy ensures that the level and composition of remuneration is reasonable, performance-linked, and sufficient to attract and retain talent required to run the Company successfully. The detailed Nomination and Remuneration Policy, along with the specific selection criteria, is hosted on the Companys website and can be accessed at www.patilautomation.com 19. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES:

Pursuant to Section 178(4) of the Companies Act, 2013, and applicable SEBI Listing Regulations, the Board has approved a comprehensive Nomination and Remuneration Policy framework based on the recommendation of the Nomination and Remuneration Committee (NRC).

This Policy governs the criteria for identifying, selecting, appointing, and retiring Directors, Key Managerial Personnel (KMP), and Senior Management Personnel. It explicitly lays down the parameters for determining qualifications, positive attributes, professional expertise, and the independence of Directors, alongside defining a progressive approach toward Board diversity.

The said policy document is available on the Companys website and can be accessed at www.patilautomation.com 20. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, certain listed entities are required to include a Business Responsibility and Sustainability Report (BRSR) as part of their Annual Report, describing the initiatives taken by them from an Environmental, Social, and Governance (ESG) perspective.

Since the Companys average market capitalization does not fall within the threshold, the provisions of the regulation regarding Business Responsibility and Sustainability Report (BRSR) are not applicable to the Company during the financial year 2025-26.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of the provisions of Section 134(3)(o) and Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a statutory Corporate Social Responsibility (CSR) Committee.

The Board of Directors has approved and adopted a comprehensive CSR Policy, which is available on the website of the Company and can be accessed at www.patilautomation.com The Annual Report on CSR activities, detailing the projects undertaken and actual expenditure incurred during the financial year under review, is annexed as Annexure II and forms an integral part of this Boards Report. The said Annexure is also hosted on the website of the Company and can be accessed at www.patilautomation.com

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:

Pursuant to the provisions of Section 134(3)(g) and Section 186(4) of the Companies Act, 2013, the full particulars of the loans advanced, guarantees extended, securities provided, and investments made by the Company during the financial year 2025-26 are set out in the Notes to the Financial Statements.

23. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION:

Disclosures pertaining to the remuneration and other statistical details as mandated under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed herewith as Annexure III and form an integral part of this Report.

In terms of the first proviso to Section 136(1) of the Act, the Annual Report and Financial Statements are being sent to the Members excluding the statement containing particulars of the top ten employees and those employees drawing remuneration in excess of the statutory thresholds prescribed under Rules 5(2) and 5(3) of the said Rules. The aforesaid statement is available for inspection by the Members. Any Member interested in obtaining an copy of this statement may submit a formal request to the Company Secretary at cs@patilautomation.com .

24. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

In accordance with the provisions of Section 177(9) and (10) of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Vigil Mechanism through its Whistle Blower Policy. This framework provides a formal and secure channel for Directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud, or any structural violation of the Companys Code of Conduct and Ethics Policy.

The policy incorporates comprehensive safeguards against the victimization of individuals who utilize this mechanism. It also provides a distinct provision for direct access to the Chairperson of the Audit Committee in exceptional cases. The Board affirms that during the financial year 2025 26, no personnel were denied access to the Audit Committee. The detailed Whistle Blower Policy and Vigil Mechanism framework are hosted on the Companys website and can be accessed at www.patilautomation.com

25. RELATED PARTY TRANSACTIONS AND POLICY:

In terms of Section 134(3)(h) and Section 188 of the Companies Act, 2013, read with Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all transactions attracting related party compliance were placed before the Audit Committee and the Board of Directors for review and approval.

Omnibus approval for routine and recurring related party transactions has been obtained from the Audit Committee, subject to the criteria and conditions specified in the Companys Policy. In compliance with statutory requirements, a statement detailing the nature, value, and commercial terms of all transactions executed under this approval is presented to the Audit Committee on a quarterly basis for its review and monitoring.

During the financial year ended March 31, 2026, the Company has not entered into any material related party transactions as defined under the Act and all transactions were performed in the ordinary course of business at arms length, hence particulars of transaction in Form AOC-2 is not required for the financial year 2025-26.

The Related Party Transactions Policy is hosted on the Company website and can be accessed at www.patilautomation.com

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by any Regulators, Courts, or Tribunals during the financial year under review, that would impact the going concern status of the Company and its future operations.

27. MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THE REPORT:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

28. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Directors confirm hat:

i. In the preparation of the Annual Accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

ii. The Directors 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 as at March 31, 2026 and of the profit of the Company for the year ended on that date;

iii. 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;

iv. The Annual Accounts have been prepared on a going concern basis;

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Statutory Auditors of the Company have opined on the adequacy and operating effectiveness of the Internal Financial Controls Over Financial Reporting (IFCOFR) in their Independent Auditors Report.

29. STATUTORY AUDITORS AND AUDITORS REPORT:

The Members of the Company, at their 10th Annual General Meeting (AGM) held on September 23, 2025, approved the appointment of M/s. GMCS & Co., Chartered Accountants (ICAI Firm Registration No. 141236W), as the Statutory Auditors of the Company for a term of 5 (five) consecutive years, to hold office from the conclusion of the 10th AGM until the conclusion of the 15th AGM to be held in the calendar year 2030.

The Auditors Report issued by the Statutory Auditors on the Financial Statements of the Company for the financial year ended March 31, 2026, does not contain any qualification, reservation, adverse remark, or disclaimer. The notes to the financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. During the year under review, the Statutory Auditors have not reported any instances of fraud to the Central Government or the Audit Committee/Board of Directors under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

30. COST RECORDS AND COST AUDIT:

Pursuant to Section 148(1) of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained the cost accounts and records as specified by the Central Government. In accordance with the provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, M/s. F. X. Nelson Leo & Associates, Practicing Cost Accountants (Firm Registration No. 100703), were appointed as the Cost Auditors of the Company. They conduct the cost audit of the cost records maintained by the Company for the financial year ended March 31, 2026.

31. SECRETARIAL AUDIT AND SECRETARIAL AUDITORS REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s. D. Maurya & Associates, Practicing Company Secretaries (CP No. 9594), to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2026.

The Secretarial Audit was conducted in accordance with the prescribed statutory framework, and the Secretarial Auditors Report in Form MR-3 is annexed herewith as Annexure IV , forming an integral part of this Report.

The Secretarial Auditors Report for the financial year ended March 31, 2026, does not contain any qualification, reservation, adverse remark, or disclaimer.

32. AUDIT TRAIL (EDIT LOG):

Pursuant to the Section 134(5) and relevant rules under the Companies Act, 2013, the Directors confirm that:

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026, which features an inbuilt audit trail (edit log) facility.

The audit trail facility operated continuously throughout the financial year for all relevant transactions recorded in the software.

There has been no tampering with the audit trail feature during the period under review.

The audit trail logs have been preserved by the Company in accordance with the statutory requirements for the retention of records.

33. SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013, specifically SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings).

34. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate internal control framework commensurate with the size of its business and the nature of its operations. These systems ensure that the resources of the Company are utilized efficiently and effectively to ensure that:

Assets are safeguarded and protected against loss from unauthorized use or disposition.

All significant transactions are authorized, recorded, and reported correctly.

Financial and other accounting records are reliable for preparing financial information and maintaining accountability of assets.

The internal control systems are supplemented by an extensive internal audit program, continuous reviews by the Management, and documented corporate policies, guidelines, and procedures.

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014, M/s. S. B. Ohara & Co., Chartered Accountants, serve as the Internal Auditors of the Company. They carried out the internal audit for the financial year ended March 31, 2026, and submitted their periodic reports to the Company. During the year, the Audit Committee reviewed and took note of these reports on a regular basis.

Based on the recommendation of the Audit Committee, the Board of Directors, at their meeting held on May 07, 2026, re-appointed M/s. S. B. Ohara & Co., Chartered Accountants, as the Internal Auditors of the Company for the financial year 2026-27.

35. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

Pursuant to Section 134(5)(e) of the Companies Act, 2013, the Company has in place an adequate Internal Financial Controls framework commensurate with the size, scale, and complexity of its operations. This framework comprises robust policies and procedures designed to ensure:

The proper, orderly, and efficient conduct of the Companys business.

The safeguarding of its corporate assets and resources.

The prevention and detection of frauds, errors, and irregularities.

The accuracy and completeness of the accounting and financial records.

The timely preparation and presentation of reliable financial information.

The Company has adopted accounting policies that strictly align with the applicable Accounting Standards and the provisions of the Act. During the financial year under review, such controls were tested and no reportable material weaknesses in design or operation were observed.

36. RISK MANAGEMENT:

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implemented a robust Business Risk Management framework. This framework is designed to proactively identify, assess, monitor, and mitigate various elements of business risks that may threaten the operations or the going concern status of the Company. The risk management framework defines the risk management approach of the Company and outlines institutional mechanisms for;

Periodically reviewing external and internal business risk factors.

Formulating risk mitigation strategies and establishing defensive internal controls.

Maintaining clear documentation and structured reporting protocols for key risk parameters.

The framework utilizes diverse risk evaluation methodologies to analyse exposure trends and potential operational impacts. This assessment is conducted at both the enterprise level and across individual business segments to safeguard stakeholder value.

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to providing a safe, secure, and conducive work environment that is free from discrimination and harassment, including sexual harassment. In line with this commitment, the Company has implemented a comprehensive Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at the Workplace. The Company has duly constituted an Internal Committee (IC) across its workplaces in strict compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the rules framed thereunder. The policy is accessible to all employees and applies universally, regardless of employment nature, to protect individuals against harassment.

Pursuant to the requirements under Rule 8(5)(x) of the Companies (Accounts) Rules, 2014, the details of complaints received and resolved during the financial year ended March 31, 2026, are set out below:

Number of complaints filed during the financial year	: Nil
Number of complaints disposed of during the financial year	: Nil
Number of complaints pending as on the end of the financial year:	Nil

38. COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961:

Pursuant to the provisions of the Companies (Accounts) Rules, 2014 (as amended from time to time), the Board of Directors affirms that the Company has complied with all applicable statutory provisions relating to the Maternity Benefit Act, 1961, and the rules framed thereunder.

During the financial year under review, no material complaints or instances of non-compliance were recorded under the provisions of the said Act.

39. ENVIRONMENT AND SAFETY:

The Company is committed to maintaining high standards of Safety, Health, and Environmental (SHE) performance across all its activities, products, and services.

To achieve this, the Company continuously refines its operational processes, adopts safer technologies, and invests in process automation to minimize human error and enhance workplace safety. Upgradation and monitoring of the safety management systems are carried out on a continuous basis to ensure a safe, healthy, and sustainable work environment for all stakeholders.

40. INDUSTRIAL RELATIONS:

The industrial relations of the Company remained peaceful, cordial, and harmonious throughout the financial year ended March 31, 2026. The Directors place on record their deep appreciation for the dedication, commitment, and cooperation extended by employees at all levels.

41. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the relevant data and particulars concerning conservation of energy, technology absorption, and foreign exchange earnings and outgo for the financial year ended March 31, 2026, are detailed below [Section 134 Companies Act 2013]:

Conservation of Energy:

(a) Steps taken or impact on conservation of energy: The Company maintains an ongoing commitment to energy efficiency across all administrative and operational levels. During the year under review, the Company optimized its power utilization by upgrading to energy-efficient LED lighting, optimizing load configurations of existing machinery, and enforcing strict schedules for peak-load operations to avoid wastage.

(b) Steps taken by the Company for utilizing alternate sources of energy: The Company continuously reviews opportunities to integrate clean energy into its infrastructure. While the primary energy demands are met through the local utility grid, the Company is exploring feasible options for installing commercial solar rooftops or procuring green energy in upcoming expansion phases.

(c) Capital investment on energy conservation equipment: No standalone or material capital expenditure was directed specifically toward specialized energy-saving equipment during the financial year under review. Minor costs were absorbed under routine repairs, maintenance, and facility upgrades.

Technology Absorption:

(a) Efforts made towards technology absorption: The Company continues to operate using advanced, modern, and proven indigenous operational technologies. Processes are continuously updated through software upgrades, automated tracking systems, and regular technical training workshops for operational personnel to maximize resource yields and minimize cycle times.

(b) Benefits derived like product improvement, cost reduction, or product development: The steady absorption and monitoring of day-to-day process automation have successfully minimized operational bottlenecks, reduced administrative overheads, enhanced structural accuracy in data reporting, and created a safer operating workflow for employees.

(c) Imported Technology: The Company has not imported any specialized foreign technology or machinery during the last 3 (three) financial years.

(d) Expenditure incurred on Research and Development (R&D): No separate, dedicated capital or revenue expenditure was allocated exclusively to a formalized Research and Development wing during the financial year ended March 31, 2026. Routine product improvement and quality checks are conducted internally as part of regular manufacturing and operations.

Foreign Exchange Earnings and Outgo:

The total actual foreign exchange earnings and outgo recorded on a cash basis during the current and preceding financial years are as follows:

Particulars	FY 2025-26 ( Rs. In lakhs)	FY 2024-25 ( Rs. In lakhs)
Foreign Exchange Earnings (Inflow)	-	52.99
Foreign Exchange Outgo (Outflow)	182.99	14.02

42. PUBLIC DEPOSITS:

During the financial year under review, the Company has not accepted or renewed any deposits falling within the purview of Chapter V of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. No public deposits were outstanding or remained unpaid or unclaimed at the beginning or end of the financial year ended March 31, 2026.

43. DETAIL OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the financial year under review, no application was made and no corporate insolvency resolution proceedings are pending against or by the Company under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal (NCLT).

44. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND VALUATION WHILE AVAILING

LOAN FROM BANKS AND FINANCIAL INSTITUTION:

During the financial year under review, the Company has not entered into any One-Time Settlement (OTS) with any Bank or Financial Institution. Consequently, the disclosure of the difference between the valuation amount at the time of the settlement and the valuation while availing the loan is not applicable.

45. DISCLOSURE OF AGREEMENTS:

The disclosures required under Para F of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company. During the financial year ended March 31, 2026, the Company has not entered into any such agreements as specified under the said regulations.

46. CAUTIONARY STATEMENT:

Sstatements in this Boards Report, the Management Discussion and Analysis, the Notice to the Shareholders, or elsewhere in this Annual Report, describing the Companys objectives, projections, estimates, and expectations may constitute forward-looking statements within the meaning of applicable securities laws and regulations.

Actual results could differ materially from those expressed or implied in such statements due to various factors. These factors include, but are not limited to, general economic and market conditions, changes in government regulations, tax laws, cyclical demand, and other incidental factors over which the Company does not have direct control.

47. ACKNOWLEDGEMENT AND APPRECIATION:

The Directors place on record their sincere appreciation for the continued cooperation, trust, and support extended to the Company by its valued customers, vendors, business partners, financial institutions, banks, and shareholders. The Directors also express their gratitude to the Central and State Governments, local authorities, and regulatory bodies for their guidance and ongoing support.

Further, the Board takes this opportunity to recognize and appreciate the dedication, hard work, and commitment of employees at all levels, whose efforts have been instrumental in driving the growth and operational continuity of the Company.

	For and on behalf of the
	Board of Directors of Patil Automation Limited
	(Formerly known as Patil Automation Private Limited)
	Sd/-
	Manoj Pandurang Patil
	Managing Director
	DIN: 06425903
Registered Office:	Sd/-
Gat No 154, Behind G.E. Company, Sudumbre Tal Maval Pune, Maharashtra, India- 412109	Aarti Manoj Patil
Place: Pune	Executive Director
Dated: August 06, 2026.	DIN: 07029839