Porwal Auto Components Ltd Directors Report

To

The Members,

Porwal Auto Components Ltd.

Pithampur-454775

Your Directors have immense pleasure in presenting 33^rd (Thirty Third) Boards Report of Porwal Auto Components Ltd, together with the Audited Financial Statements for the year ended 31^st March, 2025.

1. PERFORMANCE OF THE COMPANY

The financial highlights and summarized financial results of the Company are given below:

(Rupees in lakhs)

Particulars	As on 31.03.2025	As on 31.03.2024
Revenue from operations	14044.67	14638.52
Other Income	15.20	42.89
Total Expenses [excluding interest & depreciation)	13469.4	13617.27
Profit before Interest, Depreciation & Tax	590.47	1064.14
Less: Depreciation	538.10	578.74
Less:Interest	33.05	49.16
Less: Exceptional items	0.00	-26.42
Profit / (Loss) Before Tax	19.32	462.66
Less: T ax Expenses
Current Tax	03.23	77.23
Deferred Tax	0.00	0.00
Net Profit / (Loss) after Tax	16.09	385.43
Add: Amount brought forward from Last Year	1474.46	1,089.10
Balance carried forward to Balance Sheet	1490.55	1474.53
Appropriations:
Income T ax/Wealth tax of earlier years	0.00	0.07
Balance carried forward to Balance Sheet	1490.55	1474.46

Your Companys financial statements for the year ended 31^st March, 2025 are the financial statements prepared in accordance with Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016, as applicable.

During the year under review the Company has reported a turnover of Rs. 14044.67 Lacs against the turnover of Rs. 14,638.52 Lacs in the previous year. The overall expenses of the Company have also decreased from Rs. 13617.27 Lacs to Rs. 13469.4 Lacs. The Company has incurred a net profit of Rs. 16.09 Lacs as compared to net profit of Rs. 385.43Lacs in the previous year. Your Company is trying their best to uplift the profit in the coming period.

2. OPERATIONS AND FUTURE OUTLOOK

The global automotive components manufacturing industry is poised for continued growth, driven by increasing demand for high-quality, durable parts, particularly in iron casting and other foundry-based processes. As the automotive, railway, and defense sectors expand their infrastructure and modernization efforts, the need for precision-engineered castings has never been greater. Cast components, especially those manufactured through advanced techniques such as Lost Foam Casting, are essential in delivering the strength, durability, and performance required by these industries. Globally, manufacturers are focusing on improving production efficiency and component quality to meet the rising demand for complex, high-performance parts that meet stringent industry standards.

In India, the manufacturing sector is undergoing a significant transformation, supported by government initiatives like the Production Linked Incentive (PLI) Scheme. This scheme has unlocked new opportunities in key sectors such as automotive, railways, and defense, where there is an increasing demand for high-quality, cost-effective components. With the Indian automotive industry set to nearly triple vehicle sales by 2026, the need for reliable automotive parts—many of which rely on iron casting and other foundry-based processes—will surge. Similarly, the railway modernization and defense sector growth create significant demand for specialized castings used in critical infrastructure projects and high-performance military applications.

For our company, which specializes in iron casting and Lost Foam Casting, the future holds tremendous promise. Our investment in advanced casting technologies such as Lost Foam Casting positions us at the forefront of innovation in the manufacturing of high-precision components. This technology enhances our ability to produce complex parts with superior dimensional accuracy, surface finish, and reduced machining requirements, which are essential for meeting the high standards demanded by the automotive, railway, and defense sectors.

As part of our long-term sustainability strategy, the company has also invested in solar power generation for captive use, reinforcing our commitment to clean energy and cost optimization. This initiative not only supports our environmental goals but also enhances our energy selfreliance and operational stability. We see strong potential in further expanding this capability in the future, aligning with broader industry trends toward greener, more sustainable manufacturing practices.

Looking ahead to 2026 and beyond, our strategic priorities include expanding our global market presence by increasing exports of high-quality cast components. By focusing on testing castings for international markets, we aim to diversify our customer base and secure long-term contracts with international OEMs (Original Equipment Manufacturers) and Tier-1 suppliers. Our continuous investment in state-of-the-art manufacturing processes ensures that we remain competitive by improving operational efficiency, reducing costs, and maintaining the highest product quality standards.

Additionally, the modernization of Indias railways and the continued growth of the defense sector present significant opportunities for the company to increase its participation in infrastructure and defense projects. Our expertise in manufacturing high-performance,

precision castings positions us as a trusted partner for these critical sectors, which require components that meet rigorous performance and durability standards.

In conclusion, as we look towards 2026 and beyond, our company is well-positioned to benefit from the growing demand for high-quality, precision-cast components in the automotive, railway, and defense sectors. Through our continued focus on advanced casting technologies, market expansion, and operational excellence, we are confident in our ability to drive long-term growth and value for our stakeholders.

3. STATE OF COMPANYS AFFAIRS

Discussion on state of Companys affair has been covered as part of the Management Discussion and Analysis. Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming a part of this Annual Report.

4. CAPITAL STRUCTURE & STOCK OPTIONS

During the Financial Year 2024-25, there was no change in the capital structure of the Company.

> Authorized Share Capital

The authorized share capital of the Company is Rs. 20,00,00,000/- (Rupees Twenty Crores) divided into 20,00,00,00(Two Crore) Equity Shares of Rs. 10/- each.

> Paid Up Share Capital

The paid-up equity share capital of the Company is Rs. 15,10,00,000 /- (Rupees Fifteen Crores Ten Lakhs Only) divided into 15,10,00,00(Rupees One Crore Fifty One Lakhs Only) Equity Shares of Rs. 10/- each.

During the year under review, the Company has not issued shares with differential voting right neither granted stock option nor sweat equity. Further, the Company not issued any debenture bonds and any non-convertible securities. The Companys equity shares are listed with the Bombay Stock Exchange Limited.

• Issue of Equity Shares with Differential Rights:

During the period under review, the Company has not issued any Equity Shares with Differential Rights.

• Issue of Employee Stock Options:

During the period under review, the Company has not issued any Employee Stock Options as stated in Rule 12(9) of Companies (Share Capital and Debenture Rules,2014) read with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

• Issue of Sweat Equity Shares:

During the period under review, the Company has not issued any sweat equity shares as specified in Rule 8(13) of Companies (Share Capital and Debenture Rules, 2014) read with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

5. TRANSFER TO RESERVES, IF ANY

During the year under review, there was no amount transferred to any of the reserves of the Company.

6. DIVIDEND

Your Directors have not recommended any Dividend for the year under review.

7. TRANSFER OF UNCLAIMED DIVIDEND/ SHARES TO INVESTOR EDUCATION & PROTECTION FUND AUTHORITY

During the Financial Year 2024-25 and in pursuance to the provisions of Section 124(5) read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company is required to transfer the unclaimed and unpaid dividends amount for the year 2017-18 on the due date as specified in the Notice of the AGM to the Investors Education and Protection Fund (“IEPF”) Account established by the Central Government.

An amount of Rs. 277639.50/- in respect of unpaid/unclaimed dividend declared for the FY 2016-2017 was transferred to the Investor Education and Protection Fund Authority by the Company during the year ended 31^st March, 2025. The details of dividend amount transferred to IEPF are available on the Companys website at web link

https://www.porwalauto.com/investor.html.

Further, pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the shares on which dividend remains unclaimed for seven consecutive years or more shall be transferred to IEPF account after giving due notices to the concerned shareholders. The Company has uploaded full details of such shareholders and shares due for transfer to IEPF Authority on its website at https://www.porwalauto.com/investor.html. The Company had sent individual notices and also advertised in the newspapers seeking action from the Members who have not claimed their dividends for seven consecutive years or more. Mr. Shailesh Jain is appointed as the Deputy Nodal Officer for coordinating with the Investor Education and Protection Fund (IEPF) Authority and for smooth functioning in relation to the same.

8. DEPOSITS

During the year under review, the Company did not accept any deposits within the meaning of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

9. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR

During the Financial Year 2024-25, the Company has amended its Main Object Clause in the Memorandum of Association. This amendment was authorized through the passing of a Special Resolution by the members of the Company through Postal Ballot, in accordance with Section 110 of the Companies Act, 2013. The amendment has been duly approved by the Registrar of Companies (ROC) and the Ministry of Corporate Affairs (MCA), as required under the applicable provisions of the Act.

Subsequent to the end of the financial year, the Board of Directors has considered and approved a proposal to amend the Articles of Association (AOA) and the Memorandum of Association (MOA) of the Company, including the adoption of a new set of MOA, to align with the provisions of the Companies Act, 2013, in the Board meeting held on 13^th August, 2025. The said proposals will be placed before the members for their approval at the ensuing Annual General Meeting (AGM).

10. SUBSIDIARY, ASSOCIATE COMPANIES OR IOINT VENTURE

The Company does not have any subsidiary, joint venture or associate Company.

11. ANNUAL RETURN

Pursuant to provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company can be accessed at Companys website at weblink http://www.porwalauto.com/Other-shareholder-information.html

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the year ended 31^st March, 2025, the Board of Directors comprised of two Executive directors and four Non-Executive Independent Directors including one Woman Director. The Company has one Chief Financial Officer and a Company Secretary.

The details of changes in the directors and KMP are as follows:

Retire By Rotation

In accordance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Mukesh Utsavlal Jain (DIN: 00245154) as Whole-Time Director, retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting.

Changes in the Board during the financial year 2024-25:

Mr. Surendra Jain ceased to hold the position of Whole Time Director and Chairman of the Company with effect from 16^th October, 2024, due to his untimely and unfortunate demise on the same day. He was a founding pillar of the Company, whose visionary leadership, deep industry knowledge, and unwavering dedication played a pivotal role in the Companys growth and strategic direction over the years. The Board of Directors places on record its heartfelt condolences to his family and acknowledges with deep gratitude the exceptional guidance and wisdom he imparted throughout his tenure. His legacy will continue to inspire and shape the Companys journey forward.

Mrs. Rajni Jain, Independent Non-Executive Director, completed her second term as an Independent Director of the Company and, in accordance with the provisions of the Companies Act, 2013 and applicable regulations, ceased to be a Director of the Company with effect from the close of business hours on 29^th March, 2025. The Board places on record its sincere appreciation for the valuable contributions, guidance, and independent insights provided by Mrs. Jain during her tenure on the Board.

In order to ensure smooth transition in the Board positions, pursuant to the recommendation of Nomination, Remuneration and Compensation Committee (NRCC), the Board of Directors of the Company at its meeting held on 21^st August 2024 approved appointment of Mrs. Shalu Anand

(DIN: 10738711) as Non- Executive Independent Directors of the Company for a first term of two consecutive years from August 21, 2024 till August 20, 2029, Further, her appointment as Non- Executive Independent Directors of the Company was also approved by the members of the Company in the 32^nd AGM held on 27^th September, 2024.

Changes in the Board subsequent to the financial year 2024-25:

After the unfortunate loss of Mr. Surendra Jain, Whole Time Director & Chairman of the Company and in alignment with the Companys commitment to continuity, stability, and strategic growth, and in recognition of his proven leadership, vast experience, and continued dedication to the Companys values and vision, the Board of Directors, at its meeting held on 13^th August 2025 has appointed Mr. Mukesh Utsavlal Jain as the Chairman of the Company. He will continue to serve concurrently in his existing role as Whole-Time Director."

Further, the Board has considered and approved the re-appointment of Mr. Mukesh Utsavlal Jain (DIN: 00245111) as Whole-Time Director, designated as Chairman of the Company in the Board Meeting dated 13^th August, 2025, for a further term of three years commencing from August 1, 2026 to July 31, 2029, subject to approval by the members at the ensuing 33^rd Annual General Meeting.

Furthermore, the Board has considered and approved the re-appointment Mr. Devendra Jain (DIN-00232920) as Managing Director of the Company in the Board Meeting dated 13th August, 2025, for a further term of three years commencing from August 1, 2026 to July 31, 2029, subject to approval by the members at the ensuing 33^rd Annual General Meeting.

KEY MANAGERIAL PERSONNEL

In pursuance of the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Mukesh Utsavlal Jain, Chairman & Whole-Time Director, Mr. Devendra Jain (DIN- 00232920) as Managing Director, Mr. Shailesh Jain and Ms. Hansika Mittal are the Chief Financial Officer (CFO) and Company Secretary (CS)of the Company respectively.

Independent Directors:

The Independent Directors on the Board of the Company comprise of Mr. Mohit Handoo, Mr. Naveen Kumar Dhiman, Mr. Gautam Chand Kothari & Mrs. Shalu Anand.

13. MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

a. Board Meetings: During the year under review the Board has met 8 (eight) times viz 28^th May, 2024; 01^st August, 2024; 13^th August, 2024; 21^st August, 2024; 12^th November, 2024; 19^th December, 2024; 17^th January, 2025 and 04^th February, 2025 .The details of meetings of the Board and the attendance of Directors are provided in the Corporate Governance Report.

b. Committee Meetings: During the year under review, the Committees duly met and the

details of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report.

c. Separate Meeting of Independent Director: During the year under review, a separate

meeting of Independent Directors was held on 20^th March, 2025.

14. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of section 134(3)(p) of Companies Act 2013 and Regulation 17(10) & 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 05^th January, 2017, the Nomination and Remuneration Committee of the Company has defined the evaluation criteria and procedure for the Performance Evaluation process for the Board, its Committees and Directors.

The Board of Directors has carried out an Annual Performance Evaluation of its own performance, Independent Directors, the Directors and the Committees. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole. The criteria on the basis which the evaluation has been carried out are explained in the Corporate Governance Report.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Performance of the Committee was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of the committee, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of individual director on the basis of criteria such as the contribution of the individual directors to the board and committee meeting like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meeting, etc.

15. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("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.

Further, they are not debarred from holding the office of director pursuant to any SEBI order or any such other authority. All the Independent Directors of the Company have registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs and have confirmed their compliance with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

In the opinion of the Board, all independent directors possess strong sense of integrity and having requisite experience, qualifications and expertise as well as they are independent of the management and has no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

Pursuant to the provisions of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board of Directors affirms that, in its opinion, Mrs. Shalu Anand, who was appointed as an Independent Director during the financial year 2024-25, is the person of integrity, and possess relevant expertise, experience, and proficiency, as required for the role of an Independent

Director. The Board has evaluated his background, qualifications, and track record and is satisfied with his professional competence and ethical standards.

Disqualifications of Directors

During the year declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. The Board appraised the same and found that none of the director is disqualified for holding office as director.

Further the Certificate from Practicing Company Secretary has been obtained who certified that none of the directors of the Company disqualified for holding office as director of the Company is enclosed with this Board Report.

16. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of the Annual Accounts for the Financial Year ended on 31^st March, 2025, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

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 at the end of the Financial Year and of the profit for the year ended on that period.

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

d. The Directors had prepared the annual accounts on a going concern basis.

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

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

17. COMMITTEES OF THE BOARD OF DIRECTORS

Your Company has 3 (Three) committees which have been constituted as a part of the good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes. Your Company has an adequately qualified and experienced Audit Committee with Mr. Gautam Chand Kothari (Chairperson), Mr. Mohit Handoo and Mr. Naveen Kumar Dhiman, as Members. The recommendations of the Audit Committee were duly approved and accepted by the Board during the year under review.

The other Committees of the Board are:

i. Nomination and Remuneration Committee

ii. Stakeholders Relationship Committee

The details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Report.

18. NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178(3) of the Companies Act, 2013, and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has formulated a policy relating to the remuneration for the Directors, key managerial personnel (KMP) and other employees which was approved and adopted by the Board. The policy is available on the website of the Company at http://www.porwalauto.com/Other-shareholder-information.html.

Other Policies:

The other policies adopted by the Company pursuant to the provisions of the Companies Act, 2013 and SEBI Regulations are placed on the Companys website at http://www.porwalauto.com/Other-shareholder-information.html.

19. AUDITORS:

a. STATUTORY AUDITOR

Pursuant to the provisions of section 139 of the Act and the rules framed there under, at the 30 ^th Annual General Meeting held on 28^th September 2022, of M/S. HN Jhavar and Co., Chartered

Accountants, Indore (ICAI Firm Registration Number: 000544C) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2027.

The Company has received a certificate from the Statutory Auditors confirming their eligibility and willingness for their appointment and affirmation that the appointment is in accordance with Section 139 read with Section 141 of the Act.

In accordance with Notification No. GSR 432(E) issued on 07^th May, 2018 by the Ministry of Corporate Affairs the appointment of statutory auditors is not required to be ratified at every Annual General Meeting.

EXPLANATION TO AUDITORS REMARK

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

REPORTING OF FRAUD BY STATUTORY AUDITORS

There was no fraud in the Company, which was required to be reported by statutory auditors of the Company under sub-section (12) of section 143 of Companies Act, 2013.

b. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Shraddha Jain, Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year ended on March 31, 2025 is annexed herewith marked as Annexure-I to this Report.

The Securities and Exchange Board of India (SEBI), through recent amendments to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has mandated that Secretarial Auditors may be appointed or re-appointed by the shareholders, based on the recommendation of the Board of Directors, for a maximum of two terms of five consecutive years each, at the Annual General Meeting.

In compliance with the above requirement, the Board of Directors, upon the recommendation of the Audit Committee, proposes the appointment of Mrs. Shraddha Jain, Practicing Company Secretary, as the Secretarial Auditor of the Company for a term of five consecutive financial years, commencing from Financial Year 2025-26 to Financial Year 2029-30, subject to the approval of the members of the Company in the ensuing Annual General Meeting.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the Financial Year 2024-25 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Ms. Shraddha Jain, Practicing Company Secretary has been submitted to the Stock Exchanges.

c. COST RECORD AND COST AUDIT

Pursuant to Section 148 of the Companies Act,2013 (the Act) read with Rule 8 of the Companies (Accounts) Rules,2014, it is stated that the cost accounts and records are made and maintained by the Company as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

The Board of Directors of the Company on recommendation of Audit Committee, in pursuance of Section 148 of the Companies Act, 2013, have appointed M/s. Nikhil Jain & Associates, Cost Accountants, Indore (FRN: 006363), for conducting the audit of the cost accounting records maintained by the Company for the Financial Year 2025-2026. They have confirmed that their appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from acting as Cost Auditors.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the members in the ensuing Annual General Meeting for their ratification. Accordingly, a Resolution seeking Members ratification for the remuneration payable to M/s. Nikhil Jain & Associates, Cost Auditors is included in the Notice convening the Annual General Meeting.

d. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Act read with Rule 13(1) (a) of Companies (Accounts) Rules, 2014, the Board of Directors of the Company have appointed M/s. Nishi Agrawal and Company, Chartered Accountant, Indore to conduct internal audit reviews for the Company for the FY 2024-25. Further, the Board of Directors of the Company on recommendation of Audit Committee, have appointed M/s. Nishi Agrawal and Company, (FRN:014983C), Chartered Accountant, Indore to conduct internal audit reviews for the Company for the FY 2025-26.

20. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY.

The Company has in place adequate internal financial controls commensurate to the size and nature of its business. The Company has policies and procedures in place for ensuring orderly and efficient conduct of its business and operations including adherence to the Companys policies, the safeguarding of its Assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The details of internal control systems are given in the Management Discussion and Analysis Report attached to this Report. An independent internal audit function is an important element of the Companys internal control systems. This is executed through an internal audit programme and periodic review by the management and the Audit Committee.

During the year under review, M/s. Nishi Agrawal and Company, (FRN:014983C), Chartered Accountant, are engaged as Internal Auditors of the Company, with the audit processes and procedures. The Audit Committee has satisfied itself on the adequacy and effectiveness of the internal financial control systems laid down by the management. The Statutory Auditors have confirmed the adequacy of the internal financial control systems over financial reporting.

21. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

Particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan or guarantee or security are provided in Note Nos. 5 and 6 to the Financial Statements.

22. WEBSITE

As per provisions of the Regulation 46 of the SEBI (LODR), 2015 all necessary information as required to be given to the shareholders/ stakeholders, is available at https://www.porwalauto.com/. Shareholders/ stakeholders are requested to refer to investor section.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year 2024-2025, all contracts/ arrangements/ transactions entered into by the Company with its related parties were reviewed and approved by the Audit Committee and the Board. Prior omnibus approvals were obtained from the Audit Committee for related party transactions which were of repetitive nature, entered in the ordinary course of business and on an arms length basis. No transaction with any related party was in conflict with the interest of the Company.

All Related Party Transactions that were entered into during the Financial Year were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of Section 188 of the Companies Act, 2013 (the Act) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Therefore, there is no particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 which needs to be disclosed in the prescribed form AOC-2 and may be treated as not applicable. The Related Party Transactions Policy as approved by the Board is uploaded on the Companys weblink

https://www.porwalauto.com/Other-shareholder-information.html. However, the related party transactions as covered under Indian Accounting Standards (IND AS 24) have been disclosed in the Note No. 32 of Notes to Accounts of the financial statements for the year under review.

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

The details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached as Annexure-II to this report.

25. RISK MANAGEMENT

The Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner. The Company as part of business strategy has in place a mechanism to identify, assess, monitor risks and mitigate various risks with timely action.

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

There are no significant or material orders passed by the Regulators / Courts which would impact the future operations / going concern status of the Company.

27. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, the Company has in place a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of illegal activities, unethical behaviour, actual or suspected, fraud or violation of the Companys Code of Conduct or Ethics Policy and also to report insider trading violations as well as reporting of instances of leak of unpublished price sensitive information. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases. During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil mechanism and Whistle Blower policy of the Company was received by the Company. The Whistle Blower Policy has been posted on the website of the Companyhttps://www.porwalauto.com/pdf/Vigil Mechanism.pdf.

28. HUMAN RESOURCES

Our relations with the employees are very cordial. Your directors would like to place on record their appreciation of the commitment and efficient services rendered by all employees of the Company, without whose wholehearted efforts, the overall satisfactory performance of the Company would not have been possible.

29. DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The prescribed particulars of employees required 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 is enclosed as Annexure III and forms the part of this Board Report.

30. PARTICULARS OF EMPLOYEES

During the year, there was no employee drawing remuneration in excess of Rs. 1,02,00,000/- p.a. or Rs. 8,50,000/- p.m. Accordingly, information required to be given pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has not been given here. Further the particulars of top ten employees in terms of remuneration drawn required under section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended is enclosed as Annexure IV and forms the part of this Board Report.

31. CHIEF FINANCIAL OFFICER AND MANAGING DIRECTOR CERTIFICATION

As required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director and Chief Financial Officer of the Company have certified to the Board regarding the Financial Statements for the year ended March 31, 2025 which is enclosed as forms the part of this Board Report.

32. VOTING RIGHTS OF EMPLOYEES

During the year under review the Company has not given loan to any employee for purchase of its own shares as per section 67(3)(c) of Companies Act, 2013.

33. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not issued shares under Employees Stock Options scheme during the year under review.

34. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

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

35. CORPORATE GOVERNANCE REPORT

As per Regulation 34(3) read with Schedule V of the Listing Regulations, your Company and its Board has been complying with Corporate Governance practices as set out in a separate report in pursuance of requirement of Para C of Schedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as Annexure V. Certificate obtained from Ms. Shraddha Jain, Practicing Company Secretary, confirming compliance of the Corporate Governance as stipulated under the said Regulations is also enclosed herewith in the Report and the same is enclosed as forms the part of this Annual Report.

36. CORPORATE SOCIAL RESPONSIBILITY

During the Financial Year under review, the provisions of Section 135 of the Act relating to the constitution of a Corporate Social Responsibility Committeeare not applicable to the Company.

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Statement in pursuance of requirement of Regulation 34(2)(e) and Para B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure - VI.

38. LISTING AT STOCK EXCHANGE

The Equity shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai and the Listing Fee for the year 2025-26 has been duly paid.

The Company has complied with SEBI (LODR) Regulations, 2015 including payment of Annual Listing Fees up to March 31, 2026 to BSE Limited.

39. INSURANCE

The Companys assets are adequately insured against the loss of fire and other risks, as consider necessary by the Management from time to time.

40. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the Financial Year ending 31^st March, 2025.

41. DEPOSITORY SYSTEM

Your Companys shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). As per the SEBI (Listing Obligations & Disclosure Requirements) (Fourth Amendment) Regulations, 2018, vide Gazette notification dated 08^th June, 2018 & 30^th November, 2018 mandated that Share transfer shall be mandatorily carried out in dematerialized form only w.e.f. from 01^st April, 2019. In view of the numerous advantages offered by the Depository System, members are requested to avail the facility of Dematerialization of the Companys shares on either of the Depositories mentioned as aforesaid.

42. CONVENING ANNUAL GENERAL MEETING (AGM) THROUGH AUDIO-VISUAL MEANS FACILITY:

The Circular No. 09/2024 dated 19^th September, 2024 issued by Ministry of Corporate affairs (MCA) and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024 issued by Securities and Exchange Board of India (SEBI) permitted convening the Annual General Meeting through Video Conference (VC)/Other Audio-Visual Means (OAVM), without the physical presence of the Members at a common venue. In compliance with the MCA and SEBI Circulars, applicable provisions of the Act and the Listing Regulations, the 33^th Annual General Meeting of your Company will be convened and conducted through VC / OAVM.

43. PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE E-VOTING AND E- VOTING AT THE AGM:

In compliance with Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015, your Company will facilitate E- voting. The upcoming AGM will be held via VC/OVAM, with no physical meeting. Arrangements with CDSL ensure remote and AGM e-voting. Details are included in the AGM notice.

44. ENVIRONMENT AND SAFETY

Environment, Health and Safety are among the core values of your Company. In order to promote zero accident culture, your Company has conducted various training & awareness programs.

Employees are encouraged to report all incidents so that preventive actions can be taken to avoid any mishap. Environment sustainability is paramount to any industry and your Company is conscious of its responsibility towards the impact of its operations on the environment.

The Health and Safety of employees is paramount and the Company stand on Environment, Health and Safety of its employees and it is clearly outlined in Policy. The Companys Environment, Health & Safety (EHS) strategies are directed towards achieving the greener and safe operations across all units by optimising the usage of natural resources and providing a safe and healthy workplace.

Your Company believes that healthy and hygienic work environment not only benefits the workforce but it also increases the productivity and works as a retention tool.

45. INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year. Your Directors recognize and appreciate the sincere, hard work, loyal, dedicated efforts and contribution of all the employees in the growth and performance of the Company during the year.

The Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing processes at the Companys plant and facilities to maintain high awareness levels. The Company as a policy re-evaluates safety standards and practices from time to time in order to raise the bar of safety for its people as well as users and customers.

46. POLICY ON PREVENTION. PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal 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 and the Rules made there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.

Details of complaints during Financial Year 2024-2025, are as follows:

S.No	PARTICULARS	Number
1	Number of Complaints of Sexual Harassment received during the year	0
2	Number of Complaints disposed off during the year	0
3	Number of cases pending for more than ninety days	0

It may be noted that during the year 2024-25, no grievance/complaint from any women employee was reported.Further, during the year under review.

47. COMPLIANCE OF SECRETARIAL STANDARD

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

48. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDERTHE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) ANDTHEIR STATUS

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.

49. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANS FROM THE BANKS OR FINANCIAL INSTITUTION ALONGWITHTHE REASONS THEREOF

There are no such events occurred during the period from April 01, 2024 to March 31, 2025, thus no valuation is carried out for the one-time settlement with the Banks or Financial Institutions.

50. OTHER STATUTORY DISCLOSURES

a. Change in Nature of Business: During the year under review, there has been no change in the nature of the business of the Company.

b. Revision of Annual Financial Statements: There was no case of revision in financial statement during the year.

c. Cash Flow Statement : The Cash Flow Statement of the Company for the financial year ending on 31st March, 2025 has been prepared in accordance with Ind AS 7. The Statement of Cash Flows is attached and forms part of the financial statements of the Company.

d. Details with respect to the Compliance of the provision relating to the Maternity Benefits Act 1961: The Company is in compliance with the provisions of the Maternity Benefit Act, 1961. All eligible female employees are granted maternity benefits in accordance with the provisions of the Act, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave. No employee has applied for maternity leave during the financial year 2024-2025.

51. ACKNOWLEDGEMENTS

Your Companys organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilization of the Companys resources for sustainable and profitable growth.

Your Directors would like to place on record their appreciation for the continued co-operation and support received by the Company during the year from its customers, suppliers, bankers, financial institutions, business partners and other stakeholders

	For and on behalf of the Board of Directors Porwal Auto Components Limited
Date: 13th, August 2025 Place: Pithampur Registered office Plot No. 209, Sector No. 1, Industrial Area, Pithampur (M.P.) 454775 CIN: L34300MP1992PLC006912	Mukesh Jain Whole time Director (DIN - 00245111)	Devendra Jain Managing Director (DIN - 00232920)