Pavna Industries Ltd Directors Report

To,

The Members,

Your Directors are pleased to present 31^st Annual Report on the business and operations of the Company along with Audited Financial Statements (Standalone and Consolidated) and the Auditors Report thereon for the financial year ended on March 31^st, 2025.

1. FINANCIAL RESULTS

Financial Performance of the Company for the financial year ended on 31^st March, 2025 is summarized below:

(Rs. In Lakh)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	29779.60	28273.49	30823.69	31687.49
Less: Total expenditure	26756.74	25431.66	27518.45	28238.36
Operating profit	3022.86	2841.83	3305.24	3449.13
Add: Other Income	149.57	33.99	178.37	299.83
Profit before interest, foreign exchange, depreciation, amortization, exceptional item and tax	3172.43	2875.82	3483.61	3748.96
Less: Finance cost	935.20	931.08	1063.50	1107.73
Profit before depreciation, amortization, exceptional item, foreign exchange and tax	2237.23	1944.74	2420.11	2641.23
Less: Depreciation, amortization and product development/ engineering Expenses	1151.35	897.34	1304.54	1070.25
Profit/(loss) before exceptional items and tax	1085.88	1047.40	1115.57	1570.98
Exceptional Items - loss (net)	0	0	0	0
Profit / (loss) before Tax	1085.88	1047.40	1115.57	1570.98
Less: Tax expenses / (credit) (net)	279.69	269.89	311.29	370.57
Profit / (loss) after Tax	806.19	777.51	804.28	1200.41
Attributable to:
- Shareholders of the Company		-	730.54	1066.32
- Non-controlling interest		-	63.46	148.14
Earning Per Equity Share	6.46	6.38	5.91	8.67

(Note-Figures are in lakhs so decimal part is in approx.)

2. OPERATIONAL PERFORMANCE Standalone Operational Performance

During the review, the Company has generated revenue from operation Rs. 29779.60 lakh in the current financial year which is 5.32 % higher than revenue from operation of Rs. 28273.49 lakh from FY 2023-24.

The Company has booked Net Profit after tax of Rs. 806.19 lakh in the current financial year which is 3.68% higher than of Net profit after tax of Rs. 777.51 lakh from FY 23-24.

Subsidiary Operational Performance

The Company has four subsidiaries. Performance of the subsidiaries have revenue as well as operational expenses and EBITDA as per below table shows-

Particulars	SSPL		PAEPL		PSAPL		PMPL
	2024-25	2023-24	2024-25	2023-24	2024-25	2023-24	2024-25	2023-24
Revenue	201.03	805.68	1752.79	3543.28	164.53	65.23	3920.69	4691.42
Operational Exp.	236.46	669.08	1679.24	3237.85	136.86	72.75	3704.10	4456.23
EBITDA	(35.43)	136.60	73.55	305.43	27.67	(7.52)	216.59	235.19

SSPL (Swapnil Switches Private Limited)

PAEPL (Pavna Auto Engineering Private Limited)

PSAPL (Pavna Sunworld Autotech Private Limited)

PMPL (Pavna Marketing Private Limited)

Consolidated Operational Performance

During the financial year under review, consolidated revenue from operations for the financial year ended as on March 31, 2025 is Rs.30823.69 lakhs, while last financial year operational revenue was Rs. 31687.49 lakh. The Company has booked Net Profit after tax of Rs. 804.28 Lakh while last financial year Net profit after tax was Rs. 1200.41 lakh.

3. DIVIDEND

During the Financial Year, the Company has not declared any dividend.

4. RESERVE & SURPLUS

The Company has transferred net profit of Rs. 804.28 lakh to the reserve and Surplus during the financial year.

5. SHARE CAPITAL

(a) Authorised Share Capital

Authorised Share Capital of the Company at the beginning of the financial year stands at Rs.1,800 Lakhs.

During the financial year, the Shareholders of the Company has increased its Authorised Share Capital by Rs. 1,200 Lakhs (consisting of 3,00,00,000 equity shares of Face Value Rs.10/-) by Passing Ordinary Resolution on September 30, 2024 in their 30^th Annual General Meeting of the Company.

So, the Authorised Share Capital of the Company at the end of the Financial Year stands at Rs.3,000 Lakhs.

On 3^rd August, 2025, Shareholders was passed an Ordinary Resolution through Postal Ballot by Remote e- voting the alteration in the Authorised Share Capital of the Company. So, the Authorized Share Capital of the Company is Rs. 30,00,00,000/- (Rupees Thirty Crore Only) divided into 30,00,00,000 (Thirty crore) Equity Shares of face value of Rs. 1/- (Rupees One Only)

(b) Paid-Up Share Capital

The Paid Share Capital of the Company at the beginning of the Financial Year stands at Rs. 1,218.08 Lakhs consisting of 1,21,80,800 equity shares of Rs.10/-each.

During the financial year, the company issued 23,77,000 (Twenty three lakhs Seventy seven thousand) on preferential basis to the persons belonging to “Non Promoter, Public category”. Out of above issue, 17,72,200 (Seventeen lakhs Seventy two thousand two hundred) equity shares of having face value of Rs.10/- each, at an issue price of Rs. 505/- per equity share (including a premium of Rs. 495/- per share) were subscribed, paid and allotted to shareholders.

So, at the end of the Financial Year, the Paid-Up Share Capital stands at Rs.1,395.30 Lakhs only.

On 3^rd August, 2025, the shareholders approved Sub-division/ Split of equity shares of the Company, such that 1 (One) Equity Share of Face Value Rs. 10/- (Rupees Ten Only) each fully paid up, be Sub-divided / Split into 10 (Ten) Equity Shares having face value of Re. 1/- (Rupee One Only) each fully paid up by passing ordinary resolution through Postal Ballot via remote e-voting.

So, the Paid-Up Share Capital of the Company will be Rs. 13,95,30,000/- (Rupees Thirteen Crore Ninety-Five lacs Thirty Thousand Only) divided into 13,95,30,000 (Rupees Thirteen Crore Ninety-Five lacs Thirty Thousand) Equity Shares of face value of Rs. 1/- (Rupees One Only) after 1^st September, 2025 (Record date for Split).

6. FUND RAISING

The Shareholders of the Company passed Special Resolution on October 23, 2024 in their Extra-Ordinary General Meeting approving the Fund raising through Preferential Issue of Equity Shares to Non Promoter , Public Category and Warrants to Promoter/Promoters Group category.

During the financial year, the company issued 23,77,000 (Twenty three lakhs Seventy seven thousand) on preferential basis to the persons belonging to “Non Promoter, Public category”. Out of above issue, 17,72,200 (Seventeen lakhs Seventy two thousand two hundred) equity shares of having face value of Rs.10/- each, at an issue price of Rs. 505/- per equity share (including a premium of Rs. 495/- per share) were subscribed, paid and allotted to shareholders. The Company received a total of Rs.89,49,61,000/- (Rupees Eight nine Crores Forty Nine Lakhs Sixty one thousand only).

During the financial year, the Company issued 40,00,000 (Forty lakh) fully convertible warrants ("Warrants”) on a preferential basis to persons belonging to the Promoter/Promoter Group, in accordance with the provisions of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations. Each Warrant entitles the holder to subscribe to one equity share of face value ^10/- at an issue price of ^505/- per equity share.

The Warrants were issued at ^505/- per equity share, with 25% of the issue price (i.e., ^126.25/- per Warrant) payable on application. The Company received a total of ^30,30,00,000/- (Rupees Thirty Crores and Thirty Lakhs only) against the subscription of 24,00,000 (Twenty-four lakh) Warrants by the Promoter/Promoter Group, and these Warrants were duly allotted by the Company. Each of these Warrants carries the right to be converted into one equity share upon payment of the balance 75% of the issue price at the time of conversion.

Note: - Pursuant to the directive issued by the National Stock Exchange of India Limited (NSE) during the process of the Preferential Issue of Equity Shares, the Company hereby confirms and undertakes that:

“The proceeds raised through the Preferential Issue of Equity Shares have been utilized solely for the purposes and objects as stated in the offer documents and there has been no deviation or variation in the use of funds.”

This undertaking is being provided in compliance with the said directive and forms part of the disclosures in the Annual Report for the financial year ended March 31, 2025.

The Object of Preferential Issue:

The proceeds of the Preferential Issue will be utilized for any one or in combination with any one or more of the purposes such as:

1. . Issue Related Expenses

2. Working Capital Requirements

3. General Corporate Purposes

4. Strategic Acquisitions

• Disclosure regarding issues of equity shares without differential rights:

The Company has not made any issue of equity shares without differential rights during the period under review.

• Disclosure regarding issues of equity shares with differential rights:

The Company has not issued any equity shares with differential rights during the period under review.

• Disclosure regarding issues of employee stock options:

The Company has not provided any Stock Option Scheme to the employees during the period under review.

• Disclosure regarding the issues of sweat equity shares:

The Company has not issued any Sweat Equity Shares during the period under review.

7. MIGRATION TO NSE MAIN BOARD AND LISTING ON BSE MAIN BOARD

The Company completed the process of Migration from National Stock Exchange (Emerge) to NSE Main Board and got listed on Bombay Stock Exchange Main Board on 1^st June, 2023.

8. CHANGES IN NATURE OF BUSINESS

Your Company is engaged in manufacturing of wide range of automotive components for reputed Original Equipment Manufacturers (OEMs) as per their requirements primarily catering to various vehicle segments, including, passenger vehicles, two-wheelers, three-wheelers, heavy and light commercial vehicles and off-road vehicles, Electric Vehicles.

There is no change in the nature of business during the financial year under review.

9. SUBSIDIARIES

The Company has 3 Subsidiaries and 1 Wholly owned)subsidiary as at March 31, 2025 and detail are as follows-

Name of Subsidiary	% of Subsidiary	Location	Nature of Business
Pavna Auto Engineering Private Limited	50.74%	Aligarh, UP	Manufacturing of Auto Mobile Parts, Accessories, Spare Parts, assemblies parts, Fuel and petrol taps and corks and all accessories and assembly line of Die Casting products
Pavna Sunworld Autotech Private Limited	71.50%	Aligarh UP	manufacturing of all types of Automobiles, Auto Parts, Engineering Goods and Hardware etc.
Swapnil Switches Private Limited	50.74%	New Delhi	Manufacturing of all type of electric auto switches and accessories thereof and store parts.
Pavna Marketing Private Limited (WOS)	100%	Aligarh UP	Business of marketing and trading of automobiles locks, auto parts, die casting items

The details of the subsidiaries have been described in brief in the Corporate Governance Report which forms an integral part of this Annual Report.

Further, pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the Financial Statements of subsidiary companies in Form AOC-1 is attached to the Financial Part of this Annual Report.

The separate audited Financial Statements in respect of each subsidiary shall be kept open for inspection at the Registered office of the Company during working hours for a period of 21 days before the date of Annual General Meeting.

10. CREDIT RATING

The Company obtains Credit Rating of its various credit facilities and instruments from CRISIL Ratings Limited (“CRISIL”). During the year, the CRISIL has reaffirmed the Long-term rating of CRISIL BBB-/Stable.

CRISIL has re-affirmed the Long-term rating to CRISIL BBB-/Stable which is valid till March 31, 2025.

11. MAJOR CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION AFTER THE YEAR END TILL THE DATE OF THIS REPORT

a) Fund Raising through Qualified Institutional Placement

The Company came with the Issue of Equity shares of amount not exceeding Rs 320 Crores through the Qualified Institutional Placement decided in its Board meeting held on dated 9^th April, 2025 and the shareholders approval also obtained in the Extra ordinary General Meeting held on 5^th May, 2025 by passing Special Resolution, The Company shall do the allotment within 12 months from the passing of the special resolution as may be decided by the Board of Directors of the Company.

b) Sub-division/ Split of equity shares of the Company

The Company has decided in this Board Meeting held on 2^nd July,2025 that Sub-division/ Split of equity shares of the Company, such that 1 (One) Equity Share of Face Value Rs. 10/- (Rupees Ten Only) each fully paid up, be Sub-divided / Split into 10 (Ten) Equity Shares having face value of Re. 1/- (Rupee One Only) each fully paid up and the shareholders approved by passing ordinary resolution through Postal Ballot via remote e-voting on 3^rd August, 2025.

Record Date for the Split of Shares was set as 1^st September, 2025 by the Board of Directors.

Type of Capital	Pre-Sub Division			Post Sub-Division
	No. of Equity Shares	Face Value per Share (INR)	Total Share Capital (INR)	No. of Equity Shares	Face Value per Share (INR)	Total Share Capital (INR)
Authorised share capital	3,00,00,000	10	30,00,00,000	30,00,00,000	1	30,00,00,000
Paid-up Share Capital	1,39,53,000	10	13,95,30,000	13,95,30,000	1	13,95,30,000

Members of the Exchange are hereby informed that the ISIN Code for the equity shares of the company shall be changed w.e.f. September 01, 2025.

New ISIN of the Company is INE07S10138. The new ISIN shall be effective for all trades done on and from the Ex-date i.e., September 01, 2025.

There were no other material changes and commitments that occurred after the close of the year till the date of this report, which affected the financial position of the Company.

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

12. INTERNAL FINANCIAL CONTROLS SYSTEM AND THEIR ADEQUACY

Your Company has laid down adequate internal financial controls and checks which are effective and operational.

These systems are designed in a manner which provides assurance with regard to maintenance of strict accounting control, optimum efficiency in operations and utilization of resources as well as financial reporting, protection of Companys tangible and intangible assets and compliance with policies, applicable laws, rules and regulations.

The Audit Committee regularly interacts with the Internal Auditors, the Statutory Auditors and Senior executives of the Company responsible for financial management and other affairs. The Audit Committee evaluates the Internal Control Systems and checks & Balances for continuous updation and improvements therein. During the year, such controls were reviewed and no reportable material weakness was observed.

13. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiaries for Financial Year 2024-25 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI Listing Regulations] as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statement together with the Independent Auditors Report thereon form part of this Annual Report. Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statement of the subsidiary companies is attached to the Financial Statement in Form AOC-1. Pursuant to the provisions of Section 136 of the Companies Act, 2013 the Company will make available the said financial statement of the subsidiary companies upon a request by any member of the Company or its subsidiary companies. These financial statements of the Company and the subsidiary companies will also be kept open for inspection by any member and the same would also be available on the Companys website https://www.pavna.in.

The Audited Consolidated Financial Statements along with the Auditors Report thereon forms part of this Annual Report.

14. PUBLIC DEPOSITS, LOAND AND ADVANCES

During the Financial Year 2024-25, the Company has not accepted any deposits from public within the meaning of Section 73 and Section 74 of the Act, therefore the disclosure pursuant to Rule 8 (5)(v) & (vi) of Companies (Accounts) Rules, 2014, is not applicable to the Company.

15. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34 (3) of the SEBI (LODR) Regulations, 2015, on the operations of the Company as prescribed under Schedule V, is presented in a separate section forming part of the Annual Report Annexed as “Annexure-1”.

16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Act, read along with Rule 8 of the Companies (Accounts) Rules, 2014, is given in “Annexure-2” forming part of this Report.

17. NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Act, and in terms of Regulation 19 read with Part D of Schedule- II of the SEBI Listing Regulations, the Company has a Nomination and Remuneration Policy for its Directors, Key Managerial Personnel and Senior Management which also provides for the diversity of the Board and provides the mechanism for performance evaluation of the Directors and the said Policy was amended from time to time. It includes criteria for determining qualifications, positive attributes and Independence of a Director. The Remuneration Policy is available on the Companys website and can be accessed on the website www.pavna.in.

18. PARTICULARS OF EMPLOYEES

The total number of permanent employees on the rolls of the Company as on March 31, 2025 was 774.

The disclosure pertaining to remuneration and other details as required under Section 197 of the act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, duly amended, forms part of this report are annexed as an “Annexure-3” and the information required under Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, duly amended, will be provided under request.

As per the provision of the section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to all the shareholders. Any shareholder interested in receiving the same in hard copy may write to the Company Secretary at cs@pavnagroup.com.

19. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments which are within the limits specified under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, are provided in the notes to the Audited Financial Statements of the Company forming part of this Annual Report.

20. RELATED PARTIES TRANSACTIONS AND CONTRACTS:

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were on an arms length basis and mostly in the ordinary course of business. Requisite approval were taken from Shareholders by passing Special Resolution. The approval of the Audit Committee and the Shareholders were sought for all RPTs. Certain transactions which were repetitive in nature and entered in the Ordinary course of Business were approved through omnibus route. All the transactions were in compliance with the applicable provisions of the Act and SEBI Listing Regulations.

Accordingly, Detail of related party transactions as required under Section 134(3)(h) of the Act given in “Annexure-4” as per AOC-2.

Details of related party transactions entered into by the Company, in terms of IND AS-24 have been disclosed in the notes to Standalone/ Consolidated Financial Statements forming part of the Annual Accounts 2024-25.

21. CORPORATE SOCIAL RESPONSIBILITY

During the financial year under review the Company has spent Rs. 19,51,478 under CSR activities as per the section 135 of the Companies Act, 2013 and Rules made thereunder. The CSR Policy is available on the website of the Company at www.pavna.in.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year in the format prescribed in the Companies (CSR Policy) Rules, 2014 are set out in “Annexure-5”.

22. DIRECTOR S AND KEY MANAGERIAL PERSONNEL

As on date, the Board of the Company comprises of total 10 (Ten) directors of which 6 (Six) are Non-Executive Independent Directors and 3 (Three) Executive Director and 1(One) is Non-Executive Non-Independent Director.

(a) Appointment / Re-appointment/Resignation of Directors

In terms of Section 149 of the Act and the SEBI Listing Regulations, following Independent Director was appointed on the Board of the Company as on date of this report:

1. Mr. Paras Shrikant Parekh (DIN: 10277614) (w.e.f 14.08.2024)

The following Independent director who has completed his term:-

(b) Retire by Rotation

In accordance with provisions of the Act and the Articles of Association of the Company, Mr. Sunil Kumar Jain , Non-Executive Director (DIN: 03008142) is liable to retire by rotation and is eligible for re-appointment.

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

(c) Appointment/ Resignation of Key Managerial Personnel

In terms of Section 203 of the Act, The following are the Key Managerial Personnels who have appointed, resigned and terminated during the financial year:-

• Mrs. Charu Singh has resigned from the position of Company Secretary and Compliance Officer of the Company w.e.f. 28^th August, 2024.

• Mrs. Kanchan Gupta, an associate Member of ICSI having membership no. A64223 was appointed as an Additional Company Secretary and Key Managerial Personnel w.e.f 1^st September, 2023 and now redesignated as Company Secretary and Compliance Officer w.e.f 4^th September, 2024.

• Mr. Pankaj Kumar Aggarwal (Assistant vice president-production) had resigned as Key Managerial Personnel w.e.f 13^th August, 2024.

• Mr. Rachakonda Sambasiva Murthy was appointed as a KMP w.e.f Janaury 10, 2024 and was terminated w.e.f

August 12, 2024.

• Mr. Ram Karan Malik (Vice President-After Market Development) had resigned as key managerial personnel w.e.f December 12, 2024.

• Mr. Vijay Sharma (Vice President) had resigned as key Managerial Personnel w.e.f 31^st January, 2025.

23. DECLARATION OF 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 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 fulfil the conditions specified in the Companies Act, 2013 (the Act) as well as the Rules made thereunder and are independent of the management.

24. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The Company has conducted Familiarization Programme for Independent Directors to enable them to understand their roles, rights and responsibilities and proactively keeps them informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. Companys policy on the familiarization programme for the Independent Directors as well as the details of the familarization programme imparted during the financial year is available on the website of the Company at www.pavna.in.

25. BOARD EVALUATION

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Act.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

26. AUDITORS AND AUDITORS REPORT

(a) Statutory Auditors

Pursuant to section 139 of the Companies Act, 2013 and Rule 4(2) of the Companies (Audit and Auditors) Rules, 2014, M/s Rajeev Kumar & Company, Aligarh (Firms Regn No. 000633C), was appointed as the Statutory Auditors of the Company at Annual General Meeting held on 27^th September, 2022 to hold office for 5 years until conclusion of AGM to be held in financial year 2027-28. The Auditors have represented that they were not disqualified and continue to be eligible to act as the Auditor of the Company.

M/s Rajeev Kumar & Company, Aligarh (Firms Regn No. 000633C) has resigned as Statutory Auditor the Company with effect from the closure of the business hours of August 14, 2024. They proposed the audit fees to be revised but the proposal was not passed by the Audit Committee, hence they resigned as the Statutory Auditor.

Pursuant to section 139 of Companies Act, 2013 M/s. Arun Varshney & Associates, Chartered Accountants (Firm Registration NO.005560C) has been appointed as the Statutory Auditors of Pavna Industries Limited by the Board of Directors on September 4, 2024 to fill the casual vacancy caused by the previous statutory Auditor.

Resolution for appointment of M/s. Arun Varshney & Associates, Chartered Accountants (Firm Registration NO.005560C), Chartered Accountants has been proposed in the 30^thAnnual General Meeting for a term of Five years and on such remuneration as decided by the Board of Directors in consultation with the Audit Committee.

M/s. Arun Varshney & Associates, Chartered Accountants (Firm Registration NO.005560C), Chartered Accountants has been appointed as Statutory Auditor in the 30^th Annual General Meeting of the Company held on 30^th September, 2024 for the period of five financial years starting from the FY 24-25 to FY 29-30.

The Auditor of the Company have not reported any fraud or any qualification as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

(b) Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Director based on the recommendation of the Audit Committee appointed M/s D. Sagar & Associates, (CP No. - 11547), a Company Secretaries in Practice in Aurangabad to conduct the Secretarial Audit of the Company for financial year ended March 31, 2025. As per the recent amendments of SEBI(LODR) Regulations, the Board has re-appointed based on the recommendation of Audit Committee M/s D. Sagar & Associates, (CP No. 11547), a Company Secretaries in Practice in Maharashtra in its Board Meeting held on August 08^th , 2025 for a period of five financial years starting from FY 25-26 to FY 2930, subject to the approval of the shareholders in the ensuing 31^st Annual General Meeting of the Company.

The Report of the Secretarial Audit for the financial year ended March 31^st, 2025 is annexed herewith as “Annexure-6”.

The Secretarial Audit Report for 2024-25 does not contain any qualification, reservation or adverse remarks.

c) Internal Auditor

During the year under review, the Company has appointed the M/s. Serva Associates, Chartered Accountants (Firm Registration No: 00272N) Delhi, as Internal Auditor of the Company for the Financial Year 2024-25.

During the year, the Company continued to implement his/her suggestions and recommendations to improve the control

Environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

M/s. Suri & Sudhir, Chartered Accountants (Firm Registration No. 000601N) has been appointed as Internal Auditor of the Company for the Internal Audit of the Company for the F.Y 2025-26.

27. MEETINGS OF THE BOARD

During the financial year, the Board of Directors met 15 times. For details, please refer to the Report on Corporate Governance, which forms part of this Annual Report as “Annexure-7”.

The maximum gap between two Board Meetings held during the financial year was not more than 120 days.

28. COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders Relationship Committee

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of this Annual Report. Further, during the financial year under review, all recommendations made by the various committees have been accepted by the Board.

29. GENERAL MEETINGS

During the financial year, Members of the Company met 3 times and 1 through Postal Ballot. For details, please refer to the Report on Corporate Governance, which forms part of this Annual Report as “Annexure-7”.

30. RISK MANAGEMENT

The Board takes responsibility for the overall process of risk management throughout the organization. Our business units and corporate functions address risks through an institutionalized approach aligned to our objectives. This is facilitated by corporate audit. The Business risk is managed through cross-functional involvement and communication across businesses. The results of the risk assessment are presented to the senior management. The Senior Management reviews business risk areas covering operational, financial, strategic and regulatory risks.

31. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. In line with the Code of Conduct, any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the Code cannot be undermined. Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal. No person has been denied access to the Chairperson of the Audit Committee. The policy of vigil mechanism is available on the Companys website.

32. AUDIT COMMITTEE

The primary objective of the Audit Committee is to monitor and reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting.

The Committee comprises of Mr. Dhruv Jain, Mr. Naozer Firoze Aibara, Mr.Achyutanand Ramkrishna Mishra, Mr. Paras Shrikant Parekh and Mr. Swapnil Jain as on March 31, 2025. For details, please refer to the Report on Corporate Governance, which forms part of this Annual Report as “Annexure-7”.

33. HUMAN RESOURCES

No complaints/suggestions were received during the financial year.

The focus on human capital continued to be a cornerstone of the Companys strategic endeavours. Recognizing the pivotal role of our workforce as the driving force behind our diverse business ventures, the Company endeavoured to cultivate an environment conducive to their growth, development, and overall well-being.

The Company has a strength of permanent employees and contract workers as on 31 st March, 2025. From the total 774 permanent employees, 209 are Women.

34. EXTRACT OF ANNUAL RETURN

Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for F/Y 2024-25 will be available on the website of the Company.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

No significant or material orders were passed by the any Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

36. DETAILS OF APPLICATION MADE FOR PROCEEDING PENDING UNDER INSOLVENCYANDBANKRUPTCY CODE, 2016.

During the financial year under review, there were no application made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

37. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND

VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS.

During the financial year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

38. MARKET PRICE DATA

The shares of the Company were traded as under during 2024-25.

Month	NSE			BSE
	High (Rs.)	Low (Rs.)	Turnover (Rs.in Lakhs)	High (Rs.)	Low (Rs.)	Turnover (Rs.in Lakhs)
April	620.75	502.00	2107.66	618.90	500.35	953.69
May	583.05	499.95	1120.45	570.15	499.65	204.08
June	589.90	511.00	1975.80	581.95	511.75	142.96
July	545.00	455.50	3136.72	535.95	450.00	440.07
August	482.00	412.70	683.16	485.00	414.00	132.75
September	549.45	407.95	5882.55	554.90	409.00	988.06
October	759.50	486.00	24097.60	759.55	482.00	2403.18
November	657.40	530.50	1697.47	688.00	530.90	327.93
December	592.40	472.50	795.84	579.80	472.00	188.80
January	564.00	434.35	1219.35	584.40	434.15	239.93
February	553.85	330.00	1115.46	551.45	306.60	89.89
March	398.00	293.30	1595.71	396.00	295.20	289.93

(Source: www. nseindia. com and www. bseindia. com)

MARKET PRICE VARIATION IN RELATION TO NSE SENSEX DURING FINANCIAL 2024-2025:

The monthly high and low share prices of the Company in comparison with the NSE Sensex during the year are as under:

Month	PIL High (Rs.)	PIL Low (Rs.)	NSE Nifty (High)	NSE Nifty (Low)
April	620.75	502	22,783	21,778
May	583.05	499.95	23,111	21,821
June	589.9	511	24,174	21,281
July	545	455.5	25,000	23,993
August	482	412.7	25,268	23,894
September	549.45	407.95	26,277	24,753
October	759.5	486	25,908	24,074
November	657.4	530.5	24,538	23,263
December	592.4	472.5	24,858	23,460
January	564	434.35	24,227	22,787
February	553.85	330	23,807	22,105
March	398	293.3	23,870	21,965

MARKET PRICE VARIATION IN RELATION TO BSE SENSEX DURING 2024-2025:

The monthly high and low share prices of the Company in comparison with the BSE Sensex during the year are as under:

Month	PIL High (Rs.)	PIL Low (Rs.)	BSE Sensex (High)	BSE Sensex (Low)
April	618.9	500.35	75124.28	71816.46
May	570.15	499.65	76009.68	71866.01
June	581.95	511.75	79671.58	70234.43
July	535.95	450	81908.43	78971.79
August	485	414	82637.03	78295.86
September	554.9	409	85978.25	80895.05
October	759.55	482	84648.4	79137.98
November	688	530.9	80569.73	76802.73
December	579.8	472	82317.74	77560.79
January	584.4	434.15	80072.99	75267.59
February	551.45	306.6	78735.41	73141.27
March	396	295.2	78741.69	72633.54

(Source: www.bseindia.com)

39. DEMATERIALIZATION OF SHARES

As on March 31, 2025, all Equity Shares of the Company are held in dematerialized form. There are no equity shares in physical form as on March 31, 2025.

i. SHAREHOLDING PATTERN

The Shareholding Pattern of the Company as on 31st March, 2025 is as follows:

S.No Category	No. of Equity Shares held	% of Shareholding
1 Promoter (Non-Corporate)	71,78,520	51.45
2 Promoter Group (Non-Corporate)	404,840	2.90
3 Promoter Group (Corporate)	997,040	7.15
4 Public	53,72,600	38.50
TOTAL	1,39,53,000	100.00

ii. FULLY COMPULSORY CONVERTIBLE WARRANTS

Following are the Number of Warrants (Fully Compulsory Convertible to Equity Shares) allotted to the Promoter & Promoter Category Shareholder:

S.No Name	Category	Number of Warrants Allotted
1 Asha Jain	Promoter	12,00,000
2 Swapnil Jain	Promoter	6,00,000
3 Priya Jain	Promoter Group	6,00,000
TOTAL		24,00,000

Note- It will be converted into equity shares when the 75% remaining amount is paid by the Promoter & Promoter Group.

40. DIRECTOR REMUNERATION AND SITTING FEES

Members attention is drawn to Financial Statements wherein the disclosure of remuneration paid to Directors is given during the year 2024-25. The remuneration and Sitting fees paid to Directors will be mentioned Annual return.

41. OTHER DISCLOSURES

A. DETAILS OF NON-COMPLIANCE BY THE LISTED ENTITY, PENALTIES, STRICTURES IMPOSED ON THE LISTED ENTITY BY STOCK EXCHANGE(S) OR THE BOARD OR ANY STATUTORY AUTHORITY, ON ANY MATTER RELATED TO CAPITAL MARKETS, DURING THE LAST THREE YEARS

Sr. No. Particulars	Financial Year	Amount of fine/ penalty (? in lakhs)	Date on which Fine/Penalty was imposed and name of stock exchange	Status
1. Non-compliance of Regulation 17 (1A) of the SEBI LODR Regulations	2023-24	0.56	November 21, 2023 (NSE)	Penalty paid
2. Non-compliance of Regulation 17 (1A) of the SEBI LODR Regulations	2023-24	0.56	November 21,2023 (BSE)	Penalty paid

B. PREVENTION OF SEXUAL HARASSMENT

The Company has complied with the provisions relating to the Constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no case filed or registered with the Committee during the year, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,2013. Further Company ensures that there is a healthy and safe environment for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the Financial Year 2024-25:

a. number of complaints pending at the beginning of the financial year : Nil

b. number of complaints received during the financial year : Nil

c. number of complaints disposed of during the financial year : Not Applicable

d. number of complaints pending as on end of the financial year : Not Applicable

C. DETAILS OF MATERIAL SUBSIDIARIES OF THE LISTED ENTITY; INCLUDING THE DATE AND PLACE OF INCORPORATION AND THE NAME AND DATE OF APPOINTMENT OF THE STATUTORY AUDITORS OF SUCH SUBSIDIARIES.

Pavna Auto Engineering Private Limited has been identified as a material subsidiary of the Company which was incorporated on April 19, 1994 at Pala Sahibabad, Gopalpuri Aligarh-202001, Uttar Pradesh, India. M/s Arun Varshney and Associates, Chartered Accountants (Firm Registration No. 005560C) has been appointed as the Statutory Auditor of the Company on September 30, 2019 by the members of the Company.

The Company has identified Pavna Auto Engineering Private Limited (PAEPL) as the material Subsidiary of the Company in terms of Regulation 16 of the Listing Regulations. The Company has appointed one of its Independent Directors on the Board of Pavna Auto Engineering Private Limited. The minutes of the Board meetings of the subsidiary companies are placed at the Board meeting of the Company on a periodical basis. The Audit Committee reviews the financial statements including investments by the unlisted subsidiaries of the Company.

PAEPL is the material subsidiary of the company incorporated dated 19.04.1994 having directors of the company viz. Mr Swapnil Jain, Mrs. Asha Jain, Mr. Dhruv Jain and Mrs. Priya Jain. During the FY 2023-24 PAEPL was material subsidiary pursuant to Section 16 of SEBI (LODR) Regulations, 2015 (“SEBI Listing Regulations) so, Mr. Dhruv Jain, the Independent Director of the Company, was appointed as additional Director of PAEPL and regularized in the Annual General meeting of PAEPL on September 30, 2024.

The Company has duly formulated a policy for determining Material Subsidiaries. The main objective of the policy is to ensure governance of material subsidiary companies. The Company has also complied with the other provisions of Regulation 24 of the SEBI Listing Regulations with regard to Corporate Governance requirements for subsidiary Company.

The Policy for determining material subsidiaries has been uploaded and can be accessed on the Companys website at ww.pavna.in

D. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and

rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women

employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act,

1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity.

Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

E. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025.

Male Employees: 565 Female Employees: 209 Transgender Employees: 0

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all

individuals, regardless of gender.

F. INCIDENT OF FRAUD

No significant fraud by the Company or on the Company by its officers or employees has been noticed or reported during the

period covered by our audit.

G. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review and till date of this Report, the Company has neither made any application against

anyone nor any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016.

H. INVESTORS EDUCATION & PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer & Refund) Rules 2016 all unpaid or unclaimed dividend are required to be transferred by the Company to the IEPF established by Central Government after completion of seven years. During the year under review, there was no amount liable or due to be transferred to Investor Education and Protection Fund.

I. SECRETARIAL STANDARDS

During the year under review, your Company has complied with all applicable secretarial standards issued by The Institute of

Company Secretaries of India and approved by the Central Government pursuant to Section 118 (10) of the Companies Act, 2013.

J. CEO & CFO CERTIFICATION

Certificate from Mr. Ravindra Jagannathrao Pise (Chief Executive Officer) and Mrs. Palak Jain (Chief Financial Officer) was placed before the Board of Directors of the Company at its meeting held on May 26, 2025. A certificate is attached with this report.

K. DECLARATION BY CHIEF EXECUTIVE OFFICER

Declaration signed by Mr. Ravindra Jagannathrao Pise, the chief executive officer of the Company stating that the members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management attached with Annexure 7.

L. COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE BY THE PRACTICING COMPANY SECRETARY

Compliance Certificate on Corporate Governance by M/s. D. Sagar & Associates, the Practicing Company Secretary under Regulation 34(5) read with Schedule V (Part E) of the SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015 has been attached with Annexure 7.

M. CERTIFICATE ON NON-DISQULIFICATION OF DIRECTORS

A Certificate from M/s. D. Sagar & Associates, the Practicing Company Secretary in practice Regulation 34(3) read with Schedule V Para C Clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015 that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority has been attached with Annexure 7.

42. DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, secretarial auditors and external agencies and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2024-25.

Pursuant to the requirements under Section 134(5) read with Section 134(3)(c) of the Act with respect to Directors Responsibility Statement, it is hereby confirmed that:

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

I b) 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 31^st March, 2025 and of loss 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis; and

e) 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.

f) 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.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the customers, supply chain partners, employees, Financial Institutions, Banks, Central and State Government authorities, Regulatory authorities and all the various stakeholders for their continued co-operation and support to the Company. Your Directors also wish to record their appreciation for the continued co-operation and support received from the Joint Venture partners / Associates.

		For & On Behalf of the Board of Directors of
		Pavna Industries Limited
	Sd/-	Sd/-
	Asha Jain	Swapnil Jain
Date: August 30, 2025	C ha irperson & Executive Director	Managing Director
Place: Aligarh	DIN : 00035024	DIN:01542555