Pitti Engineering Ltd Directors Report

Directors Report (Contd.)

Dear Members,

The Directors are pleased to present the 41 st Annual Report on the business and operations of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the year ended 31 st March 2025.

BUSINESS OVERVIEW

The Company is engaged in the manufacturing of high-precision engineering products made from iron and steel. Its product range includes electrical steel laminations, castings, die-cast rotors, sub-assemblies for motor and generator cores, as well as fully machined and fabricated components such as shafts. The Company serves a wide range of industries by supplying its products to sectors such as hydro and thermal power generation, wind energy, mining, cement, steel, sugar, construction, lift irrigation, freight and passenger rail, urban mass transit, e-mobility, consumer appliances, medical equipment, oil and gas, and various other industrial applications.

FINANCIAL RESULTS

The financial performance of the Company for the year ended 31 st March 2025 is summarised below:

in lakhs

Particulars	Standalone		Consolidated
	2024-25	2023-24 [Restated]	2024-25	2023-24 [Restated]
Net Revenue from Operations	1,52,454.81	1,24,415.51	1,70,456.71	1,24,415.51
Other Income	3,841.00	4,850.78	3,879.30	4,850.78
Total Income	1,56,295.81	1,29,266.29	1,74,336.01	1,29,266.29
Profit before Finance Costs, Depreciation, Amortisation and Tax	28,501.43	22,953.76	30,990.86	22,953.76
Less : Finance costs	6,759.32	5,142.13	6,779.03	5,142.13
Profit before Depreciation, Amortisation and Tax	21,742.11	17,811.63	24,211.83	17,811.63
Less : Depreciation & Amortisation	7,693.09	5,872.67	8,051.66	5,872.67
Profit before Tax	14,049.02	11,938.96	16,160.17	11,938.96
Less : Tax expenses	3,365.55	2,968.54	3,931.54	2,968.54
Profit after Tax	10,683.47	8,970.42	12,228.63	8,970.42
Add : Other comprehensive income	1.88	(532.15)	(60.84)	(532.15)
Total comprehensive income for the year	10,685.35	8,438.27	12,167.79	8,438.27
Add : Surplus at the beginning of the year	24,667.49	16,613.82	24,667.49	16,613.82
Less : Dividend	531.97	384.60	531.97	384.60
Less : Transfer to General reserve	-	-	-	-
Surplus carried to Balance sheet	34,820.87	24,667.49	36,303.31	24,667.49

OPERATING RESULTS AND BUSINESS

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

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

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

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

TRANSFER TO RESERVES

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

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

SCHEME OF AMALGAMATION

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

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

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

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

ACQUISITIONS

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

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

QUALIFIED INSTITUTION PLACEMENT (QIP)

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

borrowings availed by the Company and for general corporate purposes.

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

SHARE CAPITAL

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

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

Date	No. of shares	Remarks
11 th July 2024	34,14,749	Allotment to Qualified Institutional Buyers (QIB)
13 th November	21,88,772	Allotment under the Scheme
2024		of Amalgamation

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

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

DIVIDEND

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

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

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

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

Directors Report (Contd.)

Directors Report (Contd.)

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

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

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

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

MATERIAL CHANGES

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

PUBLIC DEPOSITS

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

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

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

DIRECTORS & KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

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

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

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

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

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

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

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

MEETINGS OF THE BOARD

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

COMMITTEES OF THE BOARD

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

BOARD EVALUATION

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

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

Directors Report (Contd.)

Directors Report (Contd.)

b) such accounting policies as mentioned in the notes to the financial statements have been applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31 st March 2025 and of the profit of the Company for the year ended on that date.

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

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

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

INDUSTRIAL RELATIONS

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

PREVENTION OF SEXUAL HARASSMENT

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

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

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

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

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

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

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

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

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

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

pdf?id=159&disposition=inline

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

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

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

RISK MANAGEMENT

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

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

pdf?id=143&disposition=inline

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

RELATED PARTY TRANSACTIONS

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

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

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

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

PITTI ENGINEERING LIMITED EMPLOYEES STOCK OPTION SCHEME 2024

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

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

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

Directors Report (Contd.)

Directors Report (Contd.)

EXTRACT OF ANNUAL RETURN

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

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

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

pdf?id=842&disposition=inline.

SECRETARIAL STANDARDS

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

CORPORATE GOVERNANCE REPORT

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

AUDITORS AND AUDITORS REPORT Statutory Auditors

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

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

Cost Auditors

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

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

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

Secretarial Auditor

The Board of Directors of the Company had appointed Shri Ajay Kishen, Practicing Company Secretary (FCS No: 6298 CP. No. 5146 and Peer Review Certificate No. 1759/2022), as the Secretarial Auditor of the Company for the financial year 202425. The Secretarial Audit Report for the financial year ended 31 st March 2025 is annexed as Annexure - 7 to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark.

In accordance with Regulation 24A of the SEBI Listing

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

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

Reporting of Frauds by Auditors

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

SECRETARIAL AUDIT REPORT OF MATERIAL UNLISTED SUBSIDIARY

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

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

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its sincere appreciation for the commitment, dedication, and valuable contributions of the employees at all levels of the Company.

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

Place : Hyderabad Date : 21 st April 2025

For and on behalf of the Board of Directors

Akshay S Pitti

Managing Director & Chief Executive Officer DIN: 00078760

Y B Sahgal

Independent Director DIN:01622420

Annexure - 3

Annexure - 3 icontd.)