Porwal Auto Components Ltd Directors Report

To

The Members,

Porwal Auto Components Ltd.

Pithampur-454775

Your Directors have immense pleasure in presenting 34th (Thirty Fourth) Boards Report of Porwal Auto Components Ltd, together with the Audited Financial Statements for the year ended 31st March, 2026.

1. PERFORMANCE OF THE COMPANY

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

(Rupees in lacs)

Particulars	As on 31.03.2026	As on 31.03.2025
Revenue from operations	14226.23	14044.67
Other Income	819.53	22.73
Total Expenses [excluding interest & depreciation]	13353.35	13,476.93
Profit before Interest, Depreciation & Tax	1692.41	590.47
Less: Depreciation	474.26	538.10
Less: Interest	12.29	33.05
Less: Exceptional items	0.00	0.00
Profit / (Loss) Before Tax	1205.86	19.32
Less: Tax Expenses
Current Tax	213.35	03.23
Deferred Tax	0.00	0.00
Net Profit / (Loss) after Tax	992.51	16.09
Add: Amount brought forward from Last Year	1490.55	1474.46
Balance carried forward to Balance Sheet	2483.06	1490.55
Paid Up Capital	1510.00	1510.00

Your Companys Financial Statements for the year ended 31st March, 2026 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. 14226.23 Lacs against the turnover of Rs. 14044.67 Lacs in the previous year. The overall expenses of the Company have also increased from Rs. 13476.93 Lacs to Rs. 13353.35Lacs. The Company has incurred a net profit of Rs. 992.51 Lacs as compared to net profit of Rs. 16.09 Lacs 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 parts manufacturing industry is undergoing significant regional shifts in its manufacturing and supply chain strategies. These changes are primarily driven by geopolitical factors, trade policies, and the need for supply chain resilience amid global disruptions.Governments worldwide are implementing trade policies and tariffs that are reshaping the global automotive supply chain. For instance, the United States 25% tariff on imported vehicles from Canada and Mexico has compelled automakers to reconsider their production locations. These tariffs could increase vehicle costs by up to US$7,000 for imports and US$3,000 for domestically manufactured vehicles, prompting companies to shift operations to the U.S. to mitigate financial impacts. To counteract these challenges, automotive companies are embracing localization and regionalization strategies. The United States-Mexico-Canada Agreement (USMCA) has encouraged automakers to source more components locally and establish regional manufacturing hubs.

Indias auto components industry has significantly expanded its market share, driven by rising automobile demand from the growing middle class and strong global exports. The Bharat New Car Assessment Program (BNCAP) will boost the auto component value chain by driving advanced manufacturing, fostering innovation, and promoting global standards.

The Government of Indias Automotive Mission Plan (AMP) 2006-26 has been instrumental in ensuring growth for the sector. The Indian automobile industry is expected to achieve a turnover of US300billionby2026byexpandingataCAGRof15300billionby2026byexpandingataCAGRof15 74 billion.

The industry recorded a turnover of ?7.60 lakh crore ($85.9 billion), registering a growth of 12.7% in rupee terms over the previous fiscal, as per Automotive Component Manufacturers Association of India (ACMA). The industry also witnessed labour shortages, specifically in small and medium enterprises, in the wake of the West Asia war that led to workers moving to their native places as the cost of living in towns and cities increased due to the rise in energy costs. "The medium- to long-term outlook for the Indian auto component industry remains positive. Growing domestic demand, infrastructure-led economic growth, expanding manufacturing investments, deeper global integration through Free Trade Agreements and increasing global sourcing from India are creating significant opportunities for the sector. For the FY 2026 performance was driven by robust domestic demand, higher vehicle production, sustained investments in capacity and technology and steady export growth despite an increasingly uncertain global environment.

Looking ahead to 2027 and beyond, the Company intends to focus on capacity enhancement, technology upgradation, process improvement, cost optimisation, product development and better utilisation of resources. The Company will continue to evaluate opportunities to expand its product portfolio and customer base, particularly in the automotive, railway, defence and energy sectors. The Company will continue to focus on energy efficiency, reduction of material wastage, productivity improvement and adoption of appropriate automation and technology across its manufacturing operations. The Company will also evaluate suitable opportunities in renewable and non-conventional energy based on their commercial viability and long-term potential.

The Company has successfully implemented Lost Foam Casting Technology as part of its ongoing efforts towards technological advancement and process improvement. The Company is continuously working on further upgrading and optimising the technology with a focus on improving product quality, process efficiency, productivity and manufacturing capabilities. The successful implementation of Lost Foam Casting has strengthened the Companys ability to manufacture complex and precision cast components and cater to evolving customer requirements. Going forward, the Company will continue to invest in process development, technology enhancement and automation to further improve the efficiency and competitiveness of its foundry operations.

In the coming years, the Company plans to further strengthen and modernise its manufacturing capabilities through the installation of a High Pressure Moulding Line (HPML), representing an important step towards the adoption of advanced foundry technology. The proposed HPML is expected to enhance production capacity, improve productivity and process consistency, and enable better control over product quality and dimensional accuracy. The technology is also expected to facilitate greater automation, optimise utilisation of resources and reduce rejection and rework, thereby improving overall operational efficiency. The Company believes that the adoption of HPML technology will strengthen its manufacturing capabilities and enable it to cater to increasing customer requirements across various industrial sectors while providing a strong platform for sustainable growth in the coming years.

Looking ahead, the Company remains cautiously optimistic about its growth prospects and is committed to strengthening its manufacturing capabilities, enhancing production capacity and continuously upgrading its processes and technologies. The Company will focus on improving productivity, product quality and operational efficiency while developing new business opportunities across various industrial sectors. Increased emphasis will also be placed on customer diversification and expansion into international markets to enhance the Companys export presence. With a continued focus on capacity enhancement, technology advancement, operational excellence and market expansion, the Company aims to build a strong and sustainable platform for long-term growth and value creation for its 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 2025-26, 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 CroresOnly)divided into 20,00,00,000(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 FifteenCroresTen Lakhs Only) divided into 1,51,00,000(RupeesOneCroreFifty One Lakhs Only) Equity Shares of Rs. 10/- each.

During the year under review, the Company has not issued shares with differential votingright neither granted stock option nor sweat equity. Further, the Company not issued anydebenture 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 2025-26 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 ofRs. 414798/-in respect of unpaid/unclaimed dividend declared for the FY 2017-2018 was in processof transfer to the Investor Education and Protection Fund Authority by the Company during the year ended 31st March, 2026.The details of dividend amount transferred to IEPF are available on the Companys website at web-link https://www.porwalauto.com/unpain.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. Various steps are being taken on an ongoing basis to reach out to shareholder, through emails and other means, requestingthem to claim shares which are due for transfer to IEPF. 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

During the Financial Year 2025-26, the Company amended its Articles of Association and adopted a new set of Memorandum of Association to align with the provisions of the Companies Act, 2013, including amendments to the Main Object Clause thereof. These amendments were duly authorized by the members of the Company through the passing of a Special Resolution in the Annual General Meeting in accordance with the provisions of Section 110 of the Companies Act, 2013. The amendment has been duly approved by the concerned authority including Registrar of Companies (ROC), as required under the applicable provisions of the Act.

However, subsequent to the closure of the Financial Year, pursuant to the approval of the Members by way of a Special Resolution passed at the Extra-Ordinary General Meeting ("EGM") of the Company held on 05th June, 2026, the Company issued and allotted 17,54,384 Equity Shares of face value of Rs. 10/- each at an issue price of Rs. 57/- per Equity Share, including a premium of Rs. 47/- per Equity Share, to Non-Promoters on a preferential basis, in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time. The shares were allotted to the shareholders pursuant to the approval of the Board of Directors at its meeting held on 09th July, 2026.

Further, pursuant to the aforesaid approval of the Members, the Company issued and allotted 3,94,735 Warrants to the Promoter Group on a preferential basis, each Warrant being convertible into one Equity Share of face value of Rs. 10/- each, at an issue price of Rs. 57/- per Warrant, comprising a face value of Rs. 10/- and a premium of Rs. 47/- per Warrant, subject to the terms and conditions of the issue and the applicable provisions of the Companies Act, 2013, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws, rules and regulations. The said warrants were allotted, pursuant to the approval of the Board of Directors at its meeting held on 09th July, 2026, upon receipt of 25% upfront margin i.e Rs. 56,24,973.75/- (Rupees Fifty-Six Lacs Twenty-Four Thousands Nine Hundred and Seventy-Three and Seventy-Five Paise only). Each Warrant holder is entitled to receive one equity share of the Company against one Warrant held by him/her. The warrant holders may apply for conversion their warrants into fully paid-up equity shares within 18 (Eighteen) months from the date of warrant allotment, upon payment of the remaining balance of Rs 42.75 per warrant.

Except for the aforesaid, there have been no other material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

10. SUBSIDIARY, ASSOCIATE COMPANIES OR JOINT 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 theCompanycan be accessed atCompanys website at web linkhttps://www.porwalauto.com/other_information.html .

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the year ended 31st March, 2026, the Board of Directors comprised of two Executive directors and four Non-Executive Independent Directorsincluding 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 Utsav Lal Jain (DIN: 00245111) 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 2025-26:

During the Financial Year under review, the Board of Directors, at its meeting held on 13th August, 2025, considered and approved the re-appointment of Mr. Mukesh Utsavlal Jain (DIN: 00245111) as Whole-Time Director, designated as Chairman of the Company, for a further term of three years commencing from 01st August, 2026 to 31st July, 2029. The said re-appointment was subsequently approved by the Members of the Company by passing a Special Resolution at the Annual General Meeting held on 26th September, 2025, in accordance with the applicable provisions of the Companies Act, 2013, the rules made thereunder and other applicable laws, rules, regulations, guidelines and statutory requirements, as amended from time to time.

Further, the Board of Directors, at its meeting held on 13th August, 2025, appointed Mr. Mukesh Utsavlal Jain (DIN: 00245111) as the Chairman of the Company. Mr. Mukesh Utsavlal Jain continues to serve the Company in his capacity as Whole-Time Director.

Further, the Board of Directors, at its meeting held on 13th August, 2025, considered and approved the re-appointment of Mr. Devendra Jain (DIN: 00232920) as Managing Director of the Company for a further term of three years commencing from 1st August, 2026 to 31st July, 2029. The said re-appointment was subsequently approved by the Members of the Company by passing a Special Resolution at the Annual General Meeting held on 26th September, 2025, in accordance with the applicable provisions of the Companies Act, 2013, the rules made thereunder and other applicable laws, rules, regulations, guidelines and statutory requirements, as amended from time to time.

The Board places on record its appreciation for the valuable contribution and guidance provided by the Directors and looks forward to their continued association and contribution towards the growth and development of the Company.

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(DIN-00245111), 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.

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.

13. MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

a. Board Meetings: During the year under review the Board has met 4 (four) times viz28th May, 2025; 13th August, 2025; 13th November, 2025; and 06th February, 2026.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 20thMarch, 2026.

14. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of Companies Act 2013 and regulations 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, 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

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.

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 Section 150 of the Companies Act, 2013 read 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.

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 31st 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.

Audit Committee:

The Company has constituted an Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As on 31st March, 2026, the Audit Committee of the Company comprised three Directors, namely Mr. Gautam Chand Kothari, Chairperson, Mr. Mohit Handoo and Mr. Naveen Kumar Dhiman, Members.

The Audit Committee functions in accordance with its terms of reference and the applicable provisions of the Companies Act, 2013, the SEBI LODR Regulations and other applicable laws and regulations. The Committee, inter alia, reviews the financial reporting process, financial statements, internal control systems, audit matters and other matters falling within its terms of reference.

During the year under review, the recommendations made by the Audit Committee were duly considered, accepted and approved by the Board of Directors.

The other Committees of the Board as on 31st March, 2026are:

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

19. AUDITORS:

a. STATUTORY AUDITOR

Pursuant to the provisions of section 139 of the Act and the rules framed there under, at the 30th Annual General Meeting held on 28th September 2022, of M/S. HN Jhavar and Co., Chartered Accountants, Indore (ICAI Firm Registration Number: 000544C) holding valid certificate issued by the Peer Review Board of the ICAI, 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 07th 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 Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations) read with Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has mandated that Secretarial Auditors to 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 alignment with the aforementioned regulatory framework including the amendments made by SEBI and the provisions of the Companies Act, 2013 regarding Secretarial Audit and appointment of Secretarial Auditor and as mentioned in the previous years Annual Report, the Board of Directors, upon the recommendation of the Audit Committee, approved and recommended to the Shareholders for their approval, the appointment of Mrs. Shraddha Jain, peer reviewed 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 Year2029–30.

Further, the Members of the company, at the 33rd AGM held on 26th September, 2025, approved the aforementioned appointment of Mrs. Shraddha Jain, a peer reviewed Practicing Company Secretary as the Secretarial Auditor of the Company.

The Secretarial Audit Report for the Financial Year ended on March 31, 2026 is annexed herewith marked as Annexure-I to this Report.

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

ANNUAL SECRETARIAL COMPLIANCE REPORT:

As per SEBI Regulations and Circulars/Guidelines issued thereunder, the Annual Secretarial Compliance Report issued by Mrs. Shraddha Jain, peer reviewed Practicing Company Secretary has been submitted to theStock Exchange and is annexed as Annexure II to this Boards Report.

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 had appointed M/s. Nikhil Jain & Associates, Cost Accountants, Indore (FRN: 006363), as Cost Auditor for conducting the audit of cost records of the Company for the Financial Year 2025-2026.

The Board of Directors of the Company on recommendation of Audit Committee, in pursuance of Section 148 of the Companies Act, 2013, at Board Meeting held on 27th May, 2026 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 2026-2027. 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.

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

d. INTERNAL AUDITOR

The Board had appointed M/s. Nishi Agrawal and Company, Chartered Accountants, Indore (FRN: 014983C) as the Internal Auditor for conducting internal audit and review of the operations and systems of the Company for the Financial Year 2025-2026

Further, the Board of Directors, on the recommendation of the Audit Committee,at Board Meeting held on 27th May, 2026 re-appointed M/s. Nishi Agrawal and Company, Chartered Accountants, Indore (FRN: 014983C) as the Internal Auditor of the Company to conduct the internal audit and review of the operations and systems of the Company for the Financial Year 2026-27 under provisions of Section 138 of the Companies Act, 2013 read with Rule 13(1)(a) of the Companies (Accounts) Rules, 2014.

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/index.html. Shareholders/ stakeholders are requested to refer to investor section.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year 2025-2026, 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 web-linkhttps://www.porwalauto.com/policies.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-III 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. The Board periodically reviews the risks and suggests steps to be taken to control the risks.

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 IV 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 givenhere.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 Vand 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 31stMarch, 2026 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

Your Company is committed to maintaining high standards of corporate governance, transparency, integrity and accountability in all its operations. The Company has consistently followed sound governance practices and has adopted several such practices even before they became statutory requirements. The Company believes that ethical conduct, transparency and responsible decision-making are fundamental to effective corporate governance and are essential for building and maintaining the trust of its stakeholders and achieving sustainable long-term growth.

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 VI. A Certificate obtained from Mrs. 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 Committee are not applicable to theCompany.

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 - VII.

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 2026-27 has been duly paid.

The Company has complied with SEBI (LODR) Regulations, 2015 including payment of Annual Listing Fees up to March 31, 2027 to BSELimited.

39. INSURANCE

The Companys assets are adequately insured against the loss of fire and other risks, as considernecessary 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 31stMarch, 2026.

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 08th June, 2018 & 30th November, 2018 mandated that Share transfer shall be mandatorily carried out in dematerialised form only w.e.f. from 01stApril, 2019. In view of the numerous advantages offered by the Depository System, members are requested to avail the facility of Dematerialisation 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 19th September, 2024, General Circular No. 03/2025 dated 22nd September, 2025issued 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 34th 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/OAVM, with no physical meeting. Arrangements with CDSL ensure remote 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 andworks 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 WOMENAT 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 2025-2026, 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 2025-2026, 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 WHILETAKING LOANS FROM THE BANKS OR FINANCIAL INSTITUTION ALONGWITHTHE REASONS THEREOF

There are no such events occurred during the period from April 01, 2025 to March 31, 2026, 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, 2026 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 2025-2026.

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:12th August, 2026

Place: Pithampur

Mukesh Jain

Whole time Director

(DIN - 00245111)

Devendra Jain

Managing Director

(DIN - 00232920)

Registered office

Plot No. 209, Sector No. 1,

Industrial Area,

Pithampur (M.P.) 454775

CIN: L29300MP1992PLC006912