FINANCIAL SUMMARY AND STATE OF AFFAIRS

The financial performance of the Company for the financial year 2024-25 as compared to the previous financial year is summarised below

Based on the consolidated financial statement, the Company
witnessed a growth in Total Income by 26.6% to H 342.23 crores
with the scaling up of capacity and induction of new customers and
products during the year.

Profit before finance cost, depreciation and amortisation,
exceptional items and tax (EBIDTA), as a percentage of total income,
has increased to 32% from 31.8% in the previous year. Profit After
Tax (PAT) H 61.0 Crores, delivering a robust 44.5% YoY growth
(H 42.2 Cr in FY24).

Based on the standalone financial statement, the Company
witnessed a growth in Total Income by 6.2% to H 277.09 crores vs.
H 260.99 Cr in FY24, with growth in business and the addition of
new products and new customers to the Company's portfolio.

Please refer to the Financial Performance section of the
Management Discussion and Analysis Report in this Annual Report,
wherein the Company's financial and operating results have been
discussed in detail.

SHARE CAPITAL

During the year under review, the Company successfully completed
a large fundraise through a Qualified Institutions Placement (QIP).
Pursuant to the approval of the Board of Directors on July 13, 2024,
and the approval of the shareholders on August 08, 2024, the
Listing Committee of the Board, at its meeting held on September
03, 2024, allotted 5,30,315 equity shares to eligible Qualified
Institutional Buyers (QIBs) at an issue price of H13,199.70 per
equity share including a premium of H13,189.70 per share which
takes into account a discount of H 694.72 per Equity Share on the

floor price amounting to H 13,894.42 per Equity Share (5% of the
floor price), as determined in terms of SEBI ICDR Regulations. The
total funds raised through the QIP amounted to H 69,999.99 Lakhs,
marking a significant milestone in the Company's future growth.

Pursuant to the in-principle approval granted by BSE Limited vide
letter dated September 07, 2021, and September 25, 2023, and
National Stock Exchange of India Limited vide letter September 25,
2023, the Nomination & Remuneration Committee (Compensation
Committee) of the Board of the Directors in its meeting held
November 23, 2024, had allotted 12,938 Equity Shares of the face
value of H 10/- each under the PTC Employee Stock Option Scheme
2019 ('PTC-ESOS 2019' or ‘Scheme') to the eligible employees
pursuant to exercise of stock options at an exercise price of H
402/- per share.

Consequent to the aforesaid allotments, the Paid-up Equity Share
Capital of the Company increased from H 14,44,08,730/- comprising
1,44,40,873 Equity Shares of Face Value of H 10/- each to
H 14,98,41,260 divided into 1,49,84,126 Equity Shares of H 10 each.

There was no change made in the Authorised Capital of the
Company in the Financial Year 2024-25.

DIVIDEND

During the year, the Company continued to make substantial
investments in new technologies and capacities at its Advanced
Manufacturing and Technology Centre in Lucknow. The benefits of
these initiatives, including higher capacity utilisation and growth
in higher-margin products, are already reflected in the Company's
financial performance.

In addition, significant capital has been deployed in the Company's
wholly owned subsidiary, Aerohoy Technologies Limited, to support
its growth and meet capital expenditure requirements for entry
into the aerospace components and strategic materials market.

In view of these ongoing investments and the Company's future
growth priorities, the Board of Directors has decided not to
recommend a dividend for the financial year ended March 31,2025.
The Company has also not transferred any amount to the General
Reserve during the year. An amount of H 35.04 crores is proposed
to be retained in the Profit and Loss Account for the year ended
March 31, 2025.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report required under
the SEBI (LODR) Regulations, 2015 is attached to this Report on
page number 84.

AWARDS AND RECOGNITIONS

During the year under review, PTC Industries Limited and its
subsidiary, Aerottoy Technologies Limited (ATL), achieved several
certifications and recognitions that highlight the Company's
commitment to excellence, quality, and global standards:

• ISO Certifications

PTC Industries successfully achieved ISO 14001:2015
(Environmental Management) and ISO 45001:2018
(Occupational Health & Safety Management) certifications,
along with the renewal of its ISO 9001:2015 (Quality
Management) certification. In addition, the Company obtained
ISO 27001:2022 (Information Security Management)
certification, validating its secure and future-ready systems.

• NADCAP Accreditations

AeroUoy Technologies Limited expanded its portfolio of
aerospace accreditations by securing multiple NADCAP
certifications, including:

• Chemical Processing

• Welding - with Merit (Re-Accreditation)

• Non-Destructive Testing (NDT), including
X-Ray inspection

These accreditations place ATL among a select group
of companies worldwide with comprehensive approvals
for critical aerospace processes.

• Industry Awards

• PTC Industries was recognised by Hindustan Aeronautics
Limited (HAL) at its Seminar on Advanced Metallic
Materials for Aircraft and Engines in Bengaluru as a
Significant Contributor, acknowledging the Company's
rote in developing critical aerospace components.

• Aerottoy Technologies received the "Indo-French
Cooperation of the Year 2025" Award at the Indo-
French Business Awards hosted by the Indo-French

Chamber of Commerce and Industry (IFCCI). The award
was presented at a ceremony at the Embassy of France
in New Delhi, in the presence of H.E. Mr. Thierry Mathou,
Ambassador of France to India.

• PTC Industries was honoured with a Special Recognition
Award by BAE Systems for its contributions to the
M777 India Offset Project, recognising the Company's
innovation and expertise in advanced titanium castings
for defence apptications.

• International Features

PTC Industries was featured in ADIPEC News following
its participation at ADIPEC 2024 in Abu Dhabi. The feature
hightighted the Company's commitment to advanced
manufacturing, AI-driven precision processes, and
sustainabte practices for the aerospace, energy, and
marine sectors.

BUSINESS

PTC recorded strong growth during the year in its industrial castings
business, particularly in exports to targe Original Equipment
Manufacturers (OEMs). The expansion of product offerings,
together with strategic partnerships and consistent focus on
quatity, has reinforced the Company's position in the internationat
market for criticat and super-criticat cast metat components
across industriat, aerospace, and defence apptications. By buitding
long-term supply relationships with key customers, the Company
has further strengthened its gtobat presence and market share in
the industriat castings segment.

In the aerospace and defence segment, growth momentum
is building through the Company's whotty-owned subsidiary,
Aerottoy Technotogies Limited. During the year, Aerottoy secured
devetopment orders and entered into customer retationships with
teading gtobat organisations, inctuding Safran and Israet Aerospace
Industries. At the domestic tevet, the Company continues to
support severat defence programmes, supptying criticat cast metat
components for apptications across tand, air, and navat ptatforms.

The Company atso successfutty compteted the acquisition of Trac
Precision Solutions Limited (TPSL), a UK-based manufacturer
of precision-engineered components for aviation, defence, and
power generation sectors. This acquisition expands the Company's
gtobat presence and technotogicat base white adding a portfotio of

high-value customers in advanced international markets.
TPSL's modern facilities, skilled workforce, and R&D capabilities
complement PTC's existing operations. Integration efforts are
underway, with a focus on operational synergies and supply chain
optimisation. This acquisition forms an important part of the
Company's long-term strategy of strengthening its capabilities in
sectors that require high-performance engineering solutions.

Overall, PTC's continued investment in industrial castings, together
with the progress of its aerospace and defence businesses, reflects
its commitment to quality, customer relationships, and long-term
capability building. With a growing portfolio of international clients
and an expanding role in the domestic defence ecosystem, the
Company remains well positioned to pursue sustained growth in
the years ahead.

KEY DEVELOPMENTS DURING THE YEAR

The year under review was marked by a series of significant
developments that strengthen PTC Industries' strategic positioning
in aerospace and defence manufacturing, reinforce India's self¬
reliance, and expand the Company's global footprint.

• Plant Inauguration

On May 1 1, 2025, the Honourable Raksha Mantri Shri
Rajnath Singh and Chief Minister of Uttar Pradesh Shri Yogi
Adityanath inaugurated Aerolloy Technologies' Titanium
& Superalloy Materials Plant at the UP Defence Industrial
Corridor in Lucknow. Equipped with advanced technologies
such as VAR, EBCHR, PAM, and VIM, the facility is among the
largest of its kind globally.

• PTC received a major production order from BAE
Systems (UK) for titanium castings for the M777
Ultra-Lightweight Howitzer, including critical
components such as Spade Trails and Blades.

• Aerolloy Technologies received its first export order
from Israel Aerospace Industries (IAI) for titanium
cast components for aerospace applications-the first
time IAI has sourced such parts from India.

• Technology Expansion

• Aerolloy Technologies became the first Indian private
company to commission a Vacuum Arc Remelting
(VAR) furnace and produce aerospace-grade titanium
alloy ingots - placing it among a very small group of
global companies with this capability.

• In August 2024, Aerolloy Technologies acquired a
Hot Rolling Mill, enabling in-house production of
titanium alloy plates and sheets for aerospace and
defence applications.

• The Company achieved a technological breakthrough
by developing Single Crystal (SC) and Directionally
Solidified (DS) casting technologies for turbine blades
and vanes, making PTC the only Indian company and
one of very few globally with this advanced capability.

• During FY 2025, PTC also commissioned a state-of-
the-art VAR facility for manufacture of titanium ingots,

reinforcing India's high-integrity materials ecosystem.

• National and Policy Initiatives

• In January 2025, PTC signed a Memorandum of
Understanding with the Government of Odisha to

establish an aerospace-grade Titanium Sponge facility,
positioning the Company among a select group globally
with an end-to-end titanium value chain, from sponge to
precision castings.

• The Government of Uttar Pradesh cleared the
allocation of 0.80 hectares of land in Lucknow
for the Defence Testing Infrastructure Scheme
(DTIS) facility, a nationally significant initiative that
will support indigenous aerospace and defence
manufacturing capabilities.

• At the Future Minerals Forum 2025 in Riyadh, PTC
entered into an agreement with AMIC Toho Titanium
Metal Company Limited (ATTM) for the sourcing of
titanium sponge, further strengthening the Company's
sustainable titanium manufacturing capabilities.

CORPORATE SOCIAL RESPONSIBILITY ("CSR”)

PTC remains committed to the principle of sustainable development
and conducts its business with due regard to its social and
environmental responsibilities. The Company's approach seeks
to balance business growth with efforts to reduce environmental
impact and to generate positive outcomes for the communities in
which it operates.

The Board has adopted a Corporate Social Responsibility Policy,
which is available on the Company's website at www.ptcil.com.

To implement CSR initiatives effectively, the Company established
the PTC Foundation in 2014-15 as a dedicated trust. The Foundation
works in close coordination with the Board and the CSR Committee
to identify, design, and execute projects.

The Company's CSR programmes are focused on areas such
as promoting primary and secondary education, supporting
technical learning and skill development, women's empowerment,
healthcare and sanitation, sports, and the promotion of Indian art
and culture. These initiatives are aligned with the objectives set out
in Schedule VII of the Companies Act, 2013.

For FY 2024-25, the Company has fully met its CSR obligations
by allocating the prescribed amount towards approved activities.
A detailed account of the initiatives undertaken during the year is
provided in the Corporate Social Responsibility Report annexed as
Annexure IV to this Directors' Report, in accordance with Rule 9 of
the Companies (Accounts) Rules, 2014.

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT(‘BRSR')

Business Responsibility & Sustainability Report ('BRSR') required
under the SEBI (LODR) Regulations, 2015 is attached to this Report
on page number 123.

CORPORATE GOVERNANCE

The Company is committed to upholding the highest standards
of corporate governance and complies with the requirements
prescribed by the Securities and Exchange Board of India (SEBI).
In addition to the statutory framework, the Company has adopted
several best practices to strengthen transparency, accountability,
and Board effectiveness.

The Report on Corporate Governance, prepared in accordance with
Schedule V, Part C of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, forms an integral part of this
Annual Report. A certificate from the Practicing Company Secretary
confirming compliance with the prescribed conditions of corporate
governance is annexed to the said report.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(3)(c) of the
Companies Act, 2013 the Directors confirm that:

(a) in preparation of the annual accounts for the year ended
March 31, 2025, the applicable accounting standards read
with the requirements set out under Schedule III of the Act
have been followed and that there are no material departures
from the same;

(b) they 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 ended on March 31,2025 and of the profit of the
Company for year ended on that date;

(c) they have taken proper and sufficient care, to the best of
their knowledge and ability, for the maintenance of adequate
accounting records in accordance with the provisions of the
Companies Act, 2013, for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities;

(d) they have prepared the annual accounts on a
going concern basis;

(e) they have laid down internal financial controls to be followed
by the Company and that such internal financial controls are
adequate and are operating effectively to the best of their
knowledge and ability; and

(f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and that
such systems are adequate and are operating effectively.

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

Details of conservation of energy, technology absorption, foreign
exchange earnings and outgo in accordance with Section 134 (3)
(m) of the Companies Act, 2013, read with Rule 8 of The Companies
(Accounts) Rules, 2014, are annexed to the Directors' Report
in Annexure VII.

SHARE-BASED INCENTIVE SCHEMES

With a view to attract, retain, incentivize and motivate employees
of the Company by way of rewarding their performance and
motivate them to contribute to the overall corporate growth and
profitability. The Company took the approval of the shareholders
of the Company in their 56^th Annual General Meeting held on
September 28, 2019, to create, issue, offer, grant and allot to or for
the benefit of such person(s), who are the permanent Employees
or Directors of the Company as may be permissible under the SEBI
Regulations (hereinafter referred to as ‘Employees') and as maybe
decided by the Board under the scheme titled ‘PTC Employee Stock
Option Scheme 2019' (hereinafter referred to as ‘PTC-ESOS 2019'),
not exceeding 1 57,1 70 stock options convertible into 157,170
equity shares of the face value of H 10 each fully paid-up, in such
manner, during such period, in one or more tranches and on such
terms and conditions including the price as the Board may decide
in accordance with the SEBI Regulations or other provisions of the
law as may be prevailing at the relevant time.

The members of the company have also approved on November
22, 2021, to create, issue, offer, grant and allot ‘PTC-ESOS2019'
to or for the benefit of such person(s), who are the permanent
Employees or Directors of a group company including subsidiary
or its associate company, in India or outside India,

The Compensation Committee (Nomination & Remuneration
Committee) at its meeting held on September 1 5, 2021, had
approved the grant of 10965 Stock Options (convertible into
10965 Equity shares of the Company, upon exercise) to 454
Eligible Employees in terms of the ‘PTC-ESOS2019'. Further,
the Compensation Committee (Nomination & Remuneration
Committee) at its meeting held on June 11, 2022 had approved
a grant of 2255 (convertible into 2255 Equity shares of the
Company, upon exercise) to 64 eligible employees in terms of the
‘PTC-ESOS2019'. The Compensation Committee (Nomination &
Remuneration Committee) at its meeting held on August 30, 2022,
had approved a grant of 1 2500 (convertible into 1 2500 Equity
shares of the Company, upon exercise) to one eligible employee in
terms of the ‘PTC-ESOS2019'.

Further, in terms of PTC-ESOS 2019, the Compensation Committee
(Nomination & Remuneration Committee) at its meeting held on
August 30, 2022, approved the adjustment in the Options, pursuant
to the issue of up to 78,58,594 fully paid-up equity shares of the face
value of H 10 each ("rights equity shares”) of our company for cash at a
price of H 10/- per rights equity share aggregating up to H 785.86 lakh
on a rights basis to the eligible equity shareholders of our company
in the ratio of 3 rights equity shares for every 2 fully paid-up equity
shares held by the eligible equity shareholders of our company on the
record date, that is, on July 22, 2022, in the following manner:

The Company has received in-principle approval for the listing of an
additional 2,35,755 shares in BSE Limited and a total share of the
pool of 3,92,925 from the National Stock Exchange of India Limited.

During the year the Nomination & Remuneration Committee
(Compensation Committee) of the Board of Directors in its meeting
held November 23, 2024, had allotted 13,938 Equity Shares of the
face value of H 10/- each under the PTC Employee Stock Option
Scheme 2019 ('PTC-ESOS 2019' or ‘Scheme') to the eligible
employees pursuant to exercise of stock options at an exercise
price of H 402/- per share.

In terms of the provisions of Regulation 13 of the SEBI (Share
Based Employee Benefits & Sweat Equity) Regulations, 2021,
the company has obtained a certificate from the secretarial
auditors of the company that the scheme has been implemented
in accordance with these regulations and in accordance with the
resolution of the company in the general meeting and the same is
placed at Annexure -V.

Human Resources

PTC Industries considers its people to be its most critical
asset and recognises that a skilled, engaged, and future-ready
workforce is central to sustaining growth. The Company has
therefore continued to invest in building organisational capacity
through structured human resource initiatives that strengthen
talent, improve productivity, and embed a culture of performance
and accountability.

The HR Transformation Project, undertaken in partnership with
PricewaterhouseCoopers (PwC), was successfully concluded
during the year. This project served as an important building block
in redefining structures, streamlining processes, and introducing
technology-driven solutions across HR functions. Having achieved
its initial objectives, the transformation journey is now being
carried forward by the Company's HR team, which is embedding
these practices into day-to-day operations. The outcomes are
visible in greater efficiency, reduced manual effort, and enhanced
focus on higher-value activities.

Recruitment and talent development have been priority areas. The
Company has continued to induct fresh engineering talent, while
also undertaking comprehensive competency mapping and skill
assessments across functions. This has allowed alignment of
employee skills with the Company's strategic objectives and the
design of targeted training and development programmes. Efforts
are being made to strengthen managerial and technical capabilities
through continuous upskilling across domains such as operations,
technology, finance, and leadership.

A new performance monitoring and reward framework is

being implemented to recognise excellence, identify gaps, and
provide appropriate development support. This is complemented
by leadership coaching and mentoring programmes, reflecting
management's commitment to capability building and
succession planning.

On the shop floor, PTC has continued to pursue manufacturing
excellence initiatives. Projects during the year included the launch
of Six Sigma programmes, adoption of Lean Manufacturing and
5S techniques, and the introduction of digital and automated tools

to improve quality, efficiency, and throughput. Cross-functional
training and exposure to advanced equipment have further
enhanced workforce agility.

The Company has also rotted out the ASPIRE Value Integration
Programme, designed to embed its core values - Agitity,
Sustainability & Selflessness, Passion & Prudence, Integrity, Impact
& Innovation, Respect, and Endurance - into everyday practices.
This initiative undertines the importance of cutture as a foundation
for tong-term success.

Communication and employee engagement remain strong priorities.
Structured forums, inctuding monthty teadership sessions, have
been estabtished to facititate open diatogue on strategy, risk
management, and execution. At the same time, employees are
encouraged to experiment with new ideas and technotogies, with
platforms provided for sharing and recognising innovation.

Through these initiatives, PTC is building a high-performance and
vatues-driven organisation, capable of supporting the Company's
growth ambitions and maintaining its competitive edge in
industriat, aerospace, and defence markets.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

As per the requirement of section 186(4) of the Companies Act,
2013, particulars of loans given, investments made, guarantees
given or securities provided atong with the purpose for which
the loan, guarantee or security is proposed to be utilized by the
recipient are provided in the standatone financiat statements on
page number 217. The Company is in compliance with the limits
as prescribed under Section 186 of the Companies Act, 2013,
read with Rule 11 of the Companies (Meeting of Board and its
Powers) Rules, 2014.

ANNUAL RETURN

The Annual Return of your Company is available on its corporate
website at www.ptcit.com.

VIGIL MECHANISM

Pursuant to the requirement of section 177(1) of the Companies
Act, 2013 read with Rute 6 of the Companies (Meeting of Board
and its Powers) Rutes, 2014 and Regutation 18 of the SEBI (Listing
Obtigations and Disctosure Requirements) Regutations, 2015, the
Company has formed the Audit Committee, composition of which is

covered under Corporate Governance report section of this Annuat
Report. The primary objective of the Audit Committee is to monitor
and provide effective supervision of the financiat reporting process
of the Company and to ensure proper and timety disctosures,
maintaining transparency and integrity for the sharehotders.

The Vigit Mechanism of the Company provides a format structure
for att the directors and emptoyees to report genuine concerns and
safeguard the interests of the stakehotders of the Company. PTC's
vigit mechanism atso incorporates a Whistte Btower Poticy in terms
of the SEBI (Listing Obtigations and Disctosure Requirements)
Regutations, 2015, which inctudes the appointment of a Whistte
Btower Officer who witt took into the matter being reported,
conduct a detaited investigation and take appropriate disciptinary
action. Protected disctosures can be made by a whistte-btower
through an emait, or dedicated tetephone tine or a tetter to the
Whistte Btower Officer or to the Chairman of the Audit Committee.
The Company's Whistte Btower poticy may be accessed on the
Company's website at http://www.ptcit.com. During the year under
review, no emptoyee was denied access to the Whistte Btower
Officer or Audit Committee and no comptaint was received.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT
THE WORKPLACE

The Company is committed to providing a safe, secure, and respectfut
workptace and has adopted a poticy of zero toterance towards sexuat
harassment. In comptiance with the requirements of the Sexuat
Harassment of Women at Workptace (Prevention, Prohibition and
Redressat) Act, 2013 ("POSH Act") and the Rutes framed thereunder,
an Internat Committee has been constituted to address comptaints in
a fair and transparent manner within prescribed timetines.

The Company conducts awareness and training programmes at
regutar intervats to ensure that emptoyees are futty informed of
their rights and responsibitities and to reinforce the importance of
maintaining a workptace free from harassment or discrimination.

Further, since its incorporation, the Company has not reported any
instance of sexuat harassment. During the year under review:

a) Number of comptaints of sexuat harassment received
in the year - Nit

b) Number of comptaints disposed off during the year - Nit

c) Number of cases pending for more than ninety days - Nit

COMPLIANCES UNDER THE MATERNITY BENEFIT ACT 1961

The Company has comptied with att the provisions of the Maternity
Benefit Act, 1961.

RELATED PARTY TRANSACTIONS

Att contracts, arrangements, or transactions entered into by the
Company with retated parties during the financiat year were in
the ordinary course of business and on an arm's tength basis.
The Company did not enter into any contract, arrangement, or
transaction that woutd be considered materiat in terms of its
Poticy on Materiatity of Retated Party Transactions or that requires
disctosure in Form AOC-2 pursuant to Section 134(3)(h) read

with Section 188 of the Companies Act, 2013 and Rule 8(2) of the
Companies (Accounts) Rules, 2014.

The Board-approved Policy on Materiality of Related Party
Transactions and on dealing with Related Party Transactions is
available on the Company's website at www.ptcil.com.

During the year, there were no materially significant related party
transactions that could have posed a conflict of interest with the
interests of the Company at targe.

The disclosures required under Part A of Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 have been provided in accordance with Ind AS 24 in the notes
to the standatone financiat statements.

INTERNAL FINANCIAL CONTROLS AND THEIR
ADEQUACY

The Company has established a framework of internal financial
controts designed to provide reasonabte assurance regarding
the accuracy and retiabitity of financiat reporting, safeguarding
of assets, prevention and detection of frauds and errors, and
comptiance with appticabte taws and regutations. These controts
are embedded into core business and accounting processes and are
aligned with the Company's risk management framework, ensuring
that financiat and operationat risks are appropriatety addressed.

The adequacy and effectiveness of internal financial controls
are reviewed through a combination of management oversight,
functional reviews, and internal audits. The Company carries out
periodic controt setf-assessments and management testing of
key processes, which are supptemented by risk-based internat
audit reviews conducted by independent auditors. Observations
from these reviews are reported to management and the
Audit Committee, which monitors the timely implementation of
corrective measures.

During the year, the Company atso strengthened its controt
environment by introducing additionat checks in areas such
as comptiance management, system access controts, and
cybersecurity-retated financiat processes. Advanced toots and
digitat systems have been deptoyed to improve transaction-
tevet monitoring and ensure better integration of controts across
financiat and operationat systems. The Statutory Auditors have
tested the design and operating effectiveness of the Company's
internat financiat controts over financiat reporting and have not
reported any materiat weakness during the year.

The Board, based on the review carried out by management
and the Audit Committee, believes that the Company's internal
financiat controt system is adequate and operating effectivety. The
framework is continuously reviewed and enhanced in tine with
changes in the business environment, regulatory expectations,
and industry best practices, thereby supporting retiabte financiat
reporting and reinforcing stakehotder confidence.

RISK MANAGEMENT

PTC Industries recognises that effective risk management is
essential to sustainable growth and shareholder value. The
Company follows a structured framework to identify, assess,
and mitigate risks that could impact its operations, financial
performance, or reputation. Risk management is embedded into
day-to-day decision-making, ensuring that potential exposures
are considered alongside opportunities as part of routine
business processes.

The Board has constituted a Risk Management Committee with
the responsibility of assisting in policy formulation, oversight
of implementation, and continuous monitoring of key risks. The
framework covers strategic, operational, financial, compliance,
technology, and environmental risks. The Committee works closely
with management to ensure that risk identification and mitigation
measures are aligned with the Company's strategic objectives,
and that the risk profile is regularly reviewed in light of changing
market and regulatory conditions.

The Company's risk management process includes:

• Policy and Governance - a Board-approved Risk Management
Policy that sets out the approach, responsibilities, and
reporting mechanisms.

• Risk Identification and Assessment - periodic risk reviews
at functional and enterprise levels to identify emerging
and material risks, including those related to supply
chains, customer concentration, regulatory changes,
and cybersecurity.

• Mitigation and Control - implementation of appropriate
controls, insurance coverage, hedging policies, and business
continuity planning to reduce potential impact.

• Monitoring and Reporting - structured reporting to the
Risk Management Committee and the Board, with escalation
mechanisms for material issues.

• Culture and Awareness - regular training and communication
initiatives to foster a culture of accountability and risk
awareness across the organisation.

During the year, initiatives were taken to strengthen the Company's
risk framework, including greater use of digital tools for monitoring,
enhancements to internal audit and assurance functions, and new
controls to address cybersecurity and compliance-related risks.
The Company also advanced its crisis management planning
and reviewed contingency strategies to ensure readiness against
external shocks.

The Board believes that this structured and proactive approach
provides the Company with resilience, supports informed decision¬
making, and enables PTC to pursue its growth strategy while
prudently managing uncertainties. The Risk Management Policy is
available on the Company's website at www.ptcil.com.

BOARD EVALUATION

The Nomination and Remuneration Committee has formulated a
Policy on evaluation of the Board, its Committees, and individual

Directors, in accordance with the provisions of the Companies
Act, 2013, the applicable Rules, and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"). The policy specifies that such evaluations will be
carried out annually by the Board.

Consistent with the Company's belief that the collective
effectiveness of the Board is central to organisational performance,
primary emphasis is placed on assessing the Board as a whole.
The evaluation is conducted against the role and responsibilities
prescribed under the Act, the Listing Regulations, and the
Company's Governance Policy. The Nomination and Remuneration
Committee has also devised criteria for the evaluation of individual
Directors, including Independent Directors. The parameters
include attendance, preparedness and acquaintance with
business, participation and contribution at meetings, quality of
inter-personal communication, domain knowledge, compliance
with the Company's Code of Conduct, and contribution to vision and
strategy. These parameters are fully aligned with applicable legal
and regulatory requirements.

The evaluation of Committees is undertaken through discussions
among Committee members. The outcome is consolidated by the
respective Committee Chairman and shared with the Chairman of
the Nomination and Remuneration Committee, who in turn presents
a consolidated report to the Chairman of the Board. Feedback from
this process is also provided individually to each Director. The
evaluation of individual Directors is carried out anonymously to
ensure fairness and objectivity, and in the context of the Director's
role in enabling the Board to discharge its strategic oversight
responsibilities.

In addition, the Independent Directors Committee of the Board
reviewed the performance of non-Independent Directors, including
the Chairman, and the functioning of the Board as a whole, in line
with the requirements of Schedule IV of the Act and Regulation 25 of
the Listing Regulations. Reports on the functioning of Committees
were also presented to the Board by the respective Chairmen.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company had formed a 100% owned subsidiary Company
named Aerolloy Technologies Limited, incorporated on February
1 7, 2020, having CIN No. U27200UP2020PLC1 271 20. The Company
has made an investment of H 2,19,89.60 Lakhs in its wholly-
owned subsidiary Aerolloy Technologies Limited by subscription
of 21,98,960 equity shares of H 10/- each during the year under
report, taking aggregate investment to H 4,09,09.17 Lakhs crores in
its wholly-owned subsidiary.

During this year pursuant to the Share Purchase Agreement
dated October 18, 2024, and receipt of approval under the United
Kingdom's (UK's) National Security and Investment Act 2021
("NSIA") the Company successfully completed the acquisition of
Trac Precision Solutions Limited ("TPSL"), a UK-based company
on December 19, 2024. As a result, the following companies
(collectively referred to as the "Target Companies") have become
subsidiaries of the Company:

• Trac Holdings Limited ("Target Company 1") - wholly owned
subsidiary (non-operating)

• Broomco (4266) Limited ("Target Company 2") - step-down
wholly owned subsidiary (non-operating)

• Trac Group Limited ("Target Company 3") - step-down wholly
owned subsidiary (non-operating)

• Trac Precision Solutions Limited ("Target Company 4") -
step-down wholly owned subsidiary (operating)

It is pertinent to note that out of the four acquired entities, only TPSL
(Target Company 4) is an operating company. Further, in terms of
Regulation 24 of the SEBI Listing Regulations, TPSL qualifies as a
material subsidiary of the Company.

As on March 31, 2025, the Company has a total of five subsidiary
companies, out of which two entities-Aerolloy Technologies
Limited and Trac Precision Solutions Limited-have been
classified as material subsidiaries in terms of the applicable
regulatory framework.

In terms of the Letter of Award dated January 09, 2024, issued by
the Uttar Pradesh Expressways Industrial Development Authority
(UPEIDA) to MIDHANI (Lead Member), a Special Purpose Vehicle
(SPV) comprising of Mishra Dhatu Nigam Limited (MIDHANI),
PTC Industries Limited, Bharat Dynamics Limited, Hindustan
Aeronautics Limited (HAL), Yantra India Limited (YIL), and UPEIDA,
has been registered as a Section 8 Company in the name of
Advanced Materials (Defence) Testing Foundation under the
Companies Act of 2013, with 20% (27,320 equity shares of 1,000
each) equity stake of each, for the development, operation, and
management of the proposed Defence Testing Infrastructure (DTI).

UPEIDA has provided 2 acres of land for the Defence Testing
Infrastructure (DTI) at the Lucknow node of the Uttar Pradesh
Defence Corridor. The upcoming facility is set to welcome industries
from both within and outside the state. This state-of-the-art testing
lab is poised to play a pivotal role in advancing the defence and
aerospace manufacturing ecosystem. Envisioned as a world-
class testing lab, this facility is poised to become a cornerstone
in the development of the defence and aerospace manufacturing
ecosystem. Its significance lies in facilitating research and
providing cutting-edge testing capabilities to contribute to the
growth and advancement of these crucial industries. The Company
has no other subsidiary, associate or joint venture.

Your Company's Policy for the determination of a material
subsidiary, as adopted by your Board, in conformity with Regulation
16 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations 2015, can be accessed
on your Company's corporate website at www.ptcil.com. The
Minutes of Board Meetings of the subsidiary companies and
details of significant transactions and arrangements entered into
by them are placed before the Board of Directors of the Company.
The annual financial statements of the subsidiary companies are
reviewed by the Audit Committee of the Company. Performance
review reports of wholly owned subsidiaries are also placed
before the Board of Directors of the Company on a half-yearly
basis. A statement containing salient features of the financial
statement of subsidiaries/associate companies/joint ventures is
enclosed as Annexure-I.

NOMINATION, REMUNERATION AND BOARD DIVERSITY
POLICY

The Company strives to maintain an appropriate balance between
executive and independent directors to ensure effective governance
and clear separation of the roles of management and oversight.
The Board comprises professionals with qualifications and
experience across business, education, finance, and public service,
providing the Company with a broad range of perspectives. As at
the end of the financial year, the Board consisted of ten Directors:
one Chairman & Managing Director, four Whole-time Directors, and
five Independent Directors. In compliance with Section 178(1) of
the Companies Act, 2013 and the applicable Rules, the Company
has constituted a Nomination and Remuneration Committee,
chaired by an Independent Director. The Committee is responsible
for formulating criteria for determining qualifications, positive
attributes, independence of Directors, and other related matters.

The appointment and remuneration of Directors, Key Managerial
Personnel, and senior executives one level below the Board are
determined on the basis of recommendations made by the Nomination
and Remuneration Committee to the Board, which approves them
with or without modifications. The Committee also oversees the
Company's policy on Board diversity, ensuring that the composition
of the Board reflects a mix of skills, experience, and independence
required to guide the Company's strategy and operations.

Disclosures 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 are provided
in Annexure III to this Report. The Company affirms that there
has been no change to the policy during the year, and that the
remuneration paid to Directors has been in accordance with the
terms of the policy.

Induction and Changes

During the year under review, Mr. Ashok Kumar Shukla resigned
from the Board with effect from September 1,2024, due to personal
reasons. Further, Mr. Ajay Kashyap and Mr. Krishna Das Gupta
retired upon completion of their second term as Directors, effective
October 1, 2024, while Mr. Brij Lal Gupta retired upon completion of
his second term, effective January 23, 2025.

To ensure the continued balance and effectiveness of the Board
in terms of its composition of Executive, Non-Executive, and
Independent Directors, the Company appointed Mr. Kamesh Gupta
and Mr. Rakesh Shukla as Independent Directors, effective from
October 1, 2024, and February 20, 2025, respectively.

Further in accordance with the provisions of Section 152 of the Act
read with Articles 158 and 159 of the Articles of Association of the
Company, Mr. Alok Agarwal retired by rotation at the ensuing AGM
and, being eligible, offer himself for reappointment. The Board has
recommended her reappointment.

DIRECTORS AND KEY MANAGERIAL PERSONNEL, AND
BOARD MEETINGS

Directors and Key Managerial Personnel

Pursuant to Section 203 of the Companies Act, 2013 the Key
Managerial Personnel of the Company are Mr. Sachin Agarwal,

Chairman & Managing Director, Ms. Smita Agarwal, Whole Time
Director and CFO and Mrs. Pragati Gupta Agarwal, Company
Secretary. The details of Directors and KMP are given in the
Corporate Governance Report, that forms part of this Annual Report

Number of Meetings of the Board

The Board met seven times during the financial year, the details of
which are given in the Corporate Governance Report, that forms part
of this Annual Report. The intervening gap between any two meetings
was within the period prescribed by the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

DECLARATION BY INDEPENDENT DIRECTORS

As per the requirement of section 149(7), the Company has
received a declaration from every Independent Director that he

or she meets the criteria of independence as laid down under
section 149(6) read with rule 5 of the Companies (Appointment and
Qualification of Directors) Rule, 2014 and Regulation 25 of the SEBI
(Listing Obligations and Disclosures Requirements) Regulations,
2015. The Independent Directors of your Company have confirmed
that (a) they meet the criteria of Independence as prescribed
under Section 149 of the Act and Regulation 16 of the Listing
Regulations 2015, (b) they are not aware of any circumstance or
situation, which could impair or impact their ability to discharge
duties with an objective independent judgement and without any
external influence and (c) they have registered their names in the
Independent Directors' Databank. Further, in the opinion of the
Board, the Independent Directors fulfil the conditions prescribed
under the Listing Regulations 2015 and are independent of the
management of the Company.

BOARD COMMITTEES AND THE NUMBER OF MEETINGS OF THE BOARD AND BOARD COMMITTEES

Committees of the Board

Currently, the Board has 8 (Eight) committees. A detailed note on the Board and its committees is provided in the Corporate Governance
Report section of this Annual Report. The composition of the committees and compliances as on March 31, 2025, as per applicable
provisions of the Act and Rules, are as follows

Note: Please refer 'Committee of the Board' section in 'Corporate Governance Report' for the changes made in the composition of the
Committee during FY2024-25.

Number of Meetings of the Board and Committees

The details regarding number of the Board and Committee
meetings are given in the Corporate Governance Report, that forms
part of this Annual Report.

ADOPTION OF IND-AS

In accordance with the Companies (Indian Accounting Standards)
Rules, 2015, the Company has adopted Ind-AS for preparation of
financial statements with effect from April 01, 2017.

LISTING

The Company has its equity shares listed on BSE Limited and
National Stock Exchange of India Limited (w.e.f., June 09, 2023).
The Company has paid listing fees for the year 2025-26 to both
stock exchanges. The Company has also established connectivity
with both depositories, NSDL and CDSL and has paid the custodian
fees to both the depository.

STATUTORY AUDITOR AND THEIR REPORTS

M/s S. N. Dhawan & Co LLP, Chartered Accountants (Reg.
No.000050N/N500045) was appointed as statutory auditors of
the Company in the 60^th Annual General Meeting of the Company
to hold office until the conclusion of the 65^th Annual General
Meeting. The Chairman and Managing Director of the Company has
been empowered to decide and approve the remuneration of the
Statutory Auditor from time to time.

The notes referred to by the auditors in their reports are
self-explanatory and hence do not require any explanation. The
Auditors' Report does not contain any qualification, reservation or
adverse remark.

SECRETARIAL AUDITOR AND THEIR REPORTS

M/s Amit Gupta & Associates, Practicing Company Secretaries
were appointed as secretarial auditors of the Company for the
year 2024-25 as required under Section 204 of the Companies
Act, 2013, and Rules made thereunder. The secretarial audit report
of the Company for FY 2024-25, in Form MR3, forms part of the
Annual Report at Annexure -VI and carries no qualifications,
reservations, adverse remarks or disclaimers and hence no
explanations are required. Pursuant to the provisions of Regulation
24A of SEBI Listing Regulations, the secretarial audit report
of Aerolloy Technologies Limited, a material subsidiary of the
Company for FY 2024-25, in Form MR3, forms part of the Annual
Report at Annexure -VIA.

In accordance with the provisions of Regulation 24A of the SEBI
Listing Regulations from the financial year 2025-26 onwards, the
appointment of a Secretarial Auditor is required to be approved
by the members in the AGM, and the term of a Secretarial Auditor
shall be five years. The Audit Committee and the Board of Directors
at their respective meetings held on May 30, 2025, have considered
the proposal. In compliance with the aforesaid provisions, on
the recommendation of the Audit Committee, the Board of
Directors recommends the appointment of M/s Amit Gupta &
Associates (‘AGA'), Company Secretaries (Firm Registration No.

P2025UP1 03200) as the Secretarial Auditors for a term of five
(5) years commencing from the conclusion of 62^nd AGM till the
conclusion of 67^th AGM. Accordingly, the agenda item is being
placed for consideration and approval of the members as an
ordinary resolution at ensuing AGM.

Secretarial Standards

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.

COST AUDIT RECORDS

The Company maintains necessary cost records as specified by
the Central Government under sub-section 1 of Section 148 of the
Act, read with the Companies (Cost Records and Audit) Rules, 2014.
In terms of the provisions of Section 1 48 of the Companies Act,
2013, the Company is not required to have its cost records audited
by a Cost Accountant in practice, as provided under Rule 7(i) of
Companies (cost records and audit) Rules, 2014, since the Company
has revenue from exports exceeding 75% of its total turnover.

GOING CONCERN STATUS

There is no significant or material order passed during the year by
any regulator, court or tribunal impacting the going concern status
of the Company or its future operations.

KEY FINANCIAL RATIOS

Key Financial Ratios for the financial year ended 31^st March, 2025
along with details of significant changes (i.e., change of 25% or
more as compared to the immediately previous financial year) in
key financial ratios, and the detailed explanations, are provided
in page no 219.

OTHER DISCLOSURES

Your directors state that no disclosure or reporting is required in
respect of the following matters as there were no transactions on
these items during the year under review:

• Details relating to deposits covered under Chapter V of the Act.

• Issue of equity shares with differential rights as to dividend,
voting or otherwise.

• The Company does not have any scheme of provision of
money for the purchase of its own shares by employees or by
trustees for the benefit of employees.

• Neither the Managing Director nor the Whole-time Directors
of the Company receive any remuneration or commission
from any of its subsidiaries.

• No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going
concern status and Company's operations in future.

• No fraud has been reported by the Auditors to the Audit
Committee or the Board.

• The details of an application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 during the
year along with their status as of the end of the financial year,
as no such proceedings initiated or pending.

• The details of the difference between the amount of the
valuation done at the time of one-time settlement and
the valuation done while taking a loan from the Banks or
Financial Institutions along with the reasons thereof, as there
was no instance of onetime settlement with any Bank or
Financial Institution.

FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements that involve risks
and uncertainties. When used in this Report, the words 'anticipate',
'believe', 'estimate', 'expect', 'intend', 'will' and other similar
expressions as they relate to the Company and/or its Businesses
are intended to identify such forward-looking statements.
The Company undertakes no obligation to publicly update or
revise any forward-looking statements, whether as a result of
new information, future events, or otherwise. Actual results,
performances or achievements could differ materially from those
expressed or implied in such forward-looking statements. Readers
are cautioned not to place undue reliance on these forward-looking
statements that speak only as of their dates. This Report should be
read in conjunction with the financial statements included herein
and the notes thereto.

ACKNOWLEDGEMENTS

The Board of Directors of PTC Industries places on record its
deep appreciation for the guidance and support received during
the year from the Company's bankers, financial institutions, the
Government of India, State Governments, regulatory authorities,
and other agencies. Their continued cooperation has been integral
to the Company's progress and to the successful execution of its
long-term vision.

The Board also conveys its sincere gratitude to the Company's
shareholders for their continued trust, encouragement, and
confidence in PTC. Their support has been a source of strength,
enabling the Company to pursue its growth agenda with
clarity and purpose.

Equally, the Board extends its appreciation to employees at
all levels. Their commitment, skill, and dedication remain the
foundation of PTC's achievements. The collective efforts of our
workforce, together with the contribution of valued partners and
professionals associated with the Company, have enabled PTC to
strengthen its position in both domestic and international markets.

Looking ahead, the Board is confident that with the continued
support of all stakeholders-shareholders, customers, employees,
partners, and government institutions-PTC will remain well placed
to pursue its strategic priorities, contribute to the advancement
of India's industrial and defence capabilities, and create enduring
value for all those connected with the Company.

On behalf of the Board of Directors

Place: Lucknow Sachin Agarwal Alok Agarwal

Date: 08/08/2025 Chairman & Managing Director Director - Quality & Technical