OPERATING RESULTS AND BUSINESS

During the financial year ended 31^st March 2026, the Company
delivered a strong operational and financial performance, driven
by sustained demand across its key product portfolio, continued
focus on increasing the share of value-added products, enhancing
operational efficiencies, and deepening customer relationships.

The Company reported standalone revenue from operations of
'1,59,001.01 Lakhs, reflecting a growth of 4.29% over the previous
year. Profit before Tax remained stable at ' 14,030.79 Lakhs. Profit
after Tax stood at '9,752.55 Lakhs compared to '10,683.47 Lakhs
in the previous year. Cash and cash equivalents and other bank
balances at the year-end stood at ' 101.27 crores, resulting in a
net debt position of ' 600.03 crores. The Company continued
to maintain a conservative leverage profile, with a total debt-to-
equity ratio of 0.76.

On a consolidated basis, revenue from operations grew by
12.22% to '1,91,280.36 Lakhs. Profit before Tax rose by 3.70%
to '16,758.11 Lakhs, while Profit after Tax stood at '11,780.75
Lakhs compared to '12,228.63 Lakhs in the previous year. Cash
and cash equivalents and other bank balances at the year end
stood at ' 146.72 crores, net debt was at ' 554.57 crores and
debt-to-equity ratio was 0.74.

As on 31^st March 2026, the Company's consolidated installed
manufacturing capacities stood at 90,000 MT of sheet metal,
7,20,000 machining hours, and 18,600 MT of castings.

Further, in line with its long-term growth strategy, the Company
approved a greenfield expansion project to augment its casting
and machined components manufacturing capacities. This
strategic investment is expected to strengthen the Company's
manufacturing capabilities and position it to capitalise on
emerging growth opportunities across its key end-user industries.

TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount
of profit under Retained Earnings. Accordingly, your Company has
not transferred any a mount to Genera l Reserves for the year ended
31^st March 2026.

SCHEME OF AMALGAMATION

The Board of Directors, at its meeting held on 5^th February 2026,
based on the recommendation of the Audit Committee, approved
the Scheme of Amalgamation ("Scheme") under Sections 230 to
232 of the Companies Act, 2013, providing for the amalgamation
of Pitti Industries Private Limited (formerly Bagadia Chaitra
Industries Private Limited) ("PIPL") and Dakshin Foundry Private
Limited ("DFPL"), both wholly owned subsidiaries of the Company,
with Pitti Engineering Limited ("the Company"), along with their
respective shareholders and creditors.

Rationale for the Scheme

The Scheme aims to consolidate the businesses of PIPL, DFPL
and the Company to simplify the corporate structure, enhance
operational efficiencies, achieve management and operational
synergies, and optimise the utilisation of resources. The proposed
amalgamation is not expected to have any material impact on the
financial position or operations of the Company.

Consideration

As PIPL and DFPL are wholly owned subsidiaries of the Company,
no shares or any other consideration shall be issued or paid by
the Company pursuant to the Scheme. Accordingly, the Scheme
will not result in any change in the issued, subscribed and paid-up
share capital or the shareholding pattern of the Company.

Current Status

The Scheme is subject to the requisite statutory and regulatory
approvals, including the sanction of the Hon'ble National Company
Law Tribunal ("NCLT"). In terms of Regulation 37(6) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, the requirement to obtain a No Objection Letter from the
Stock Exchange is not applicable.

A joint application under the relevant provisions of the Companies
Act, 2013 was filed before the Hon'ble NCLT seeking dispensation
of meetings of members and creditors. The Hon'ble NCLT, vide its
Order dated 10^th April 2026 has dispensed with the convening
and holding of the meetings of the equity shareholders, secured
creditors and unsecured creditors of PIPL, DFPL and the Company.

Thereafter, a second motion petition was filed before the Hon'ble
NCLT on 23^rd April 2026 seeking sanction of the Scheme. The
matter is presently pending for hearing before the Hon'ble NCLT.
Upon receipt of the requisite approvals, the Scheme shall become
effective from the appointed date of 1^st April 2026, in accordance
with the terms of sanction.

The Scheme of Amalgamation and other related documents
are available on the website of the Company athttps://pitti.in/
investors/corporate-actions/scheme-of-amalgamation---2026.

SHARE CAPITAL

During the year under review there has been no change in
the authorised and paid-up share capital of the Company. The
Company has not issued shares with differential voting rights,
employee stock options and sweat equity shares.

DIVIDEND

The Board of Directors have recommended a final dividend of
' 2.50/- (50%) per fully paid equity share of ' 5/- for the financial
year ended 31^st March 2026. The record date for payment of
dividend is Friday, 11^th September 2026. The final dividend is
subject to the approval of members at the ensuing 42^nd AGM and
will be paid within 30 days from the conclusion of the AGM. In
accordance with the provisions of the Income-tax Act, 1961, the
dividend shall be subject to deduction of income tax at source.

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

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31^st March 2026, the Company had two wholly owned
subsidiaries, namely Pitti Industries Private Limited (Formerly
Bagadia Chaitra Industries Private Limited) ("PIPL") and Dakshin
Foundry Private Limited ("DFPL"). PIPL is engaged in the
manufacture of electrical steel laminations, assemblies, and die-cast
rotors at its manufacturing facility located in Tumakuru, Karnataka.
DFPL operates a manufacturing facility in Hosakote, Karnataka,
where it produces high-quality castings in ductile iron, grey
iron, low-carbon steel, alloy steel, and SIMO iron, in addition to
providing value-added services such as pattern making.

During the year under review, the Board reviewed the performance
and affairs of the subsidiaries, and there was no material change
in the nature of their business. Pursuant to Section 129(3) of the
Companies Act, 2013 read with the Companies (Accounts) Rules,
2014, the statement containing the salient features of the financial
statements of the subsidiaries in Form AOC-1 forms part of the
consolidated financial statements and hence not repeated here.

During the year under review, PIPL was a material unlisted subsidiary
as per Regulation 16 of the SEBI Listing Regulations. The Company's
Policy for Determining Material Subsidiaries is available on its website
athttps://pitti.in/api/investor-relation/download/Policy%20for%20
Determining%20Material%20Subsidiary%20(Effective%20from%20
April%201%2C%202019).pdf?id=152&disposition=inline

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

CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statements of the Company
for the financial year ended 31^st March 2026, forming part of
this Annual Report, have been prepared in accordance with the
applicable provisions of the Companies Act, 2013, the SEBI Listing
Regulations and the Indian Accounting Standards (IndAS) on
Consolidated Financial Statements (IndAS-110) as notified by the
Ministry of Corporate Affairs.

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

MATERIAL CHANGES

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

PUBLIC DEPOSITS

During the year under review, the Company has not accepted
any deposit within the meaning of Section 73 and 74 of the
Companies Act, 2013 read with Companies (Acceptance of
Deposits) Rules, 2014.

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

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

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

DIRECTOR'S & KEY MANAGERIAL PERSONNEL

During the year under review, Shri S Thiagarajan (DIN: 02721001)
completed his second consecutive term as an Independent
Director and ceased to be a Director of the Company with effect
from 24^th April 2025 upon completion of his tenure. The Board
places on record its sincere appreciation for his valuable guidance
and contributions during his tenure.

Further, Shri Gummalla Vijaya Kumar (DIN: 00780356) was
appointed as a Non-Executive Non-Independent Director with
effect from 5^th February 2026. His appointment was approved by
the Members through a Postal Ballot on 4^th April 2026.

In accordance with the provisions of Section 152 of the Companies
Act, 2013, Shri Akshay S Pitti (DIN: 00078760), Managing Director
& Chief Executive Officer, retires by rotation at the ensuing
Annual General Meeting and, being eligible, offers himself for
re-appointment. Details of his re-appointment are provided in
the Notice convening the 42^nd Annual General Meeting of the
Company.

None of the Directors of the Company are disqualified from
holding office under the provisions of the Companies Act, 2013
and the SEBI Listing Regulations, 2015. The certificate of non¬
disqualification of Directors pursuant to SEBI Listing Regulations is
annexed to this Report.

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

In terms of Section 150 of the Companies Act, 2013 read with Rule
6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014, all the Independent Directors of the Company have
registered themselves with the databank maintained by the Indian
Institute of Corporate Affairs. Further all Independent Directors are
exempted from the requirement to undertake online proficiency self¬
assessment test as required under the said rules. The Board is of the
opinion that all directors, including those appointed or reappointed
during the year, have the necessary qualifications, experience, and
expertise, and uphold the highest standards of integrity.

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

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

MEETINGS OF THE BOARD

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

COMMITTEES OF THE BOARD

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

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI
Listing Regulations, the Board carried out the annual performance
evaluation of the Board, its Committees and the Individual Directors.
The performance of the Independent Directors was evaluated by
the entire Board, excluding the Director being evaluated, while the
performance of the Founder & Chairman and the Managing Director
& Chief Executive Officer and Non-Executive, Non-Independent
Director was evaluated by the Independent Directors. The evaluation
was conducted through structured questionnaires covering various
aspects of the functioning of the Board, its Committees and Individual
Directors, based on the criteria approved by the Nomination and
Remuneration Committee.

Based on the evaluation, the Board was satisfied that it, along
with its Committees and Individual Directors, continued to
discharge their respective roles and responsibilities effectively.
The evaluation reflected the Board's continued focus on strong
governance practices, constructive engagement among members
and a clear focus on long-term value creation for stakeholders. The
Independent Directors expressed satisfaction with the Board's
overall functioning and reaffirmed their confidence in its ability
to guide the Company towards sustainable long-term growth,
creating enduring value for all stakeholders.

REMUNERATION POLICY

The policy on remuneration and other matters provided in
section 178 of the Companies Act, 2013 has been set out in the
Corporate Governance report which forms an integral part of this
report. The Remuneration policy is available on the website of the
Company athttps://www.pitti.in/api/investor-relation/download/
Remuneration%20Policy%20(Effective%20from%20April%20
1%2C%202019).pdf?id=157&disposition=inline

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

The statement containing particulars of the top ten employees
and those drawing remuneration in excess of the limits prescribed
under the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of this Report. In
accordance with the provisions of Section 136(1) of the Companies
Act, 2013, the Annual Report is being circulated to members
without this statement. The statement is available for inspection at
the Registered Office of the Company during business hours on all
working days. Any member interested in obtaining a copy of the
same may write to the Company at shares@pitti.in

DIRECTORS' RESPONSIBILITY STATEMENT

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

a) i n the preparation of the annual accounts for the financial
year ended 31^st March 2026, the applicable Accounting
Standards have been followed and there are no material
departures from the same.

b) such accounting policies as mentioned in the notes to the
financial statements have been applied consistently and
judgements and estimates that are reasonable and prudent
have been made so as to give a true and fair view of the state
of affairs of the Company as at 31^st March 2026 and of the
profit of the Company for the year ended on that date.

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

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

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

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

INDUSTRIAL RELATIONS

The Company continues to view its employees as a key asset and
remains committed to their development while aligning performance
with business goals. Through regular training and development
initiatives, performance-linked rewards, and employee welfare
programmes, the Company seeks to enhance employee engagement
while aligning individual performance with organisational objectives.
Long-term wealth creation opportunities, including the Employee
Stock Ownership Plan (ESOP), reinforce a culture of ownership,
recognise performance, and support talent retention.

Industrial relations remained cordial throughout the year. As on
31^st March 2026, the Company had 1,982 employees on its rolls.

PREVENTION OF SEXUAL HARASSMENT

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

The Company is committed to upholding a workplace culture that
fosters equality, dignity, and mutual respect, and maintains zero
tolerance towards any violation of its Code of Conduct, including
its sexual harassment policy. An Internal Complaints Committee
has been duly constituted in compliance with the said Act. Details
of complaints received / disposed during the year under review
have been provided in Corporate Governance report.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

During the year under review the Company has complied with
the applicable provisions relating to maternity benefits prescribed
under the Maternity Benefit Act, 1961.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

During the year under review, no personnel was denied access
to the Audit Committee. The policy is posted on the website of
the Company at:https://pitti.in/api/investor-relation/download/
Whistle%20Blower%20Policy%20%20Vigil%20Mechanism%20
Policy%20(Effective%20from%20April%201%2C%202019).
pdf?id=159&disposition=inline

RISK MANAGEMENT

The Company has an established risk management framework for
identifying, assessing, monitoring, and mitigating risks that may
impact its business objectives. Risk management is integrated
into the Company's governance and decision-making processes.
In compliance with the applicable provisions of the Companies
Act, 2013 and the SEBI Listing Regulations the Company has
adopted a Risk Management Policy and constituted a Risk

Management Committee, details of which are provided in the
Corporate Governance Report. The risk management framework
is periodically reviewed by the Board and the Audit Committee.
The major risks which may pose challenges are set out in the
Management Discussion and Analysis which forms an integral part
of this report.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) remains an important part of
the Company's values and culture. During the year under review,
the Company undertook various CSR initiatives in the areas of
education, healthcare, and animal welfare, in accordance with the
provisions of Section 135 of the Companies Act, 2013.

Pursuant to the provisions of Section 135(5) of the Companies Act,

2013, the Company was required to spend a minimum of '130.10
Lakhs towards CSR activities for financial year 2025-26 (being 2%
of average net profits amounting to '191.62 Lakhs, less '61.52
Lakhs available for set-off from the previous year).

During the year, against the approved CSR budget of '574.26
Lakhs, the Company incurred CSR expenditure of '517.44 Lakhs,
resulting in an excess spend of '387.34 Lakhs. This excess amount
shall be set off against the CSR obligation for the next 3 financial
years, commencing from financial year 2026-27, in accordance
with the applicable provisions of the Act. Further an amount
of ' 46.12 Lakhs was transferred to the CSR Unspent Account,
and '10.69 Lakhs was recognised as an advance towards CSR
expenditure and will be utilised for the approved projects during
financial year 2026-27.

The Annual Report on CSR activities, as required under Rule 8 of
the Companies (Corporate Social Responsibility Policy) Rules,

2014, read with Sections 134(3) and 135(2) of the Companies Act,
2013, forms part of this Report and is annexed as Annexure-3.

The Company's CSR policy is available on its website at

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

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

pdf?id=143&disposition=inline

The CSR Annual Action Plans are available on the Company's
website. The CSR Committee confirms that the implementation
and monitoring of the CSR Policy were carried out in compliance
with the CSR objectives and policy of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments under the
provisions of Section 186 of the Companies Act, 2013 read with
the Companies (Meetings of Board and its Powers) Rules, 2014 as
of 31^st March 2026, are given in Notes to the standalone financial
statements of the Company.

RELATED PARTY TRANSACTIONS

The Company has been entering into transactions with related
parties for its business purposes. All transactions entered with
related parties during the year under review were on arm's length
basis and in the ordinary course of business and is in accordance
with the provisions of the Companies Act, 2013 and the SEBI
Listing Regulations. The material related party transactions
entered by the Company are made with the approval of the
Members. The information on transactions with related parties is
given in Annexure-4 in Form No.AOC-2 and the same forms part
of this report.

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

The Company's policy on related party transactions is available on
its website athttps://pitti.in/api/investorrelation/download /Policy
%20on%20Related%20Party%20Transaction%20(Effective%20
from%20April% 201%2C%202022).pdf?id=156&disposition=inline.

PITTI ENGINEERING LIMITED EMPLOYEES STOCK OPTION
SCHEME 2024

The shareholders of the Company approved the Pitti Engineering
Limited Employees Stock Option Scheme 2024 ("Pitti ESOP Scheme
2024" or "Scheme") with the objective of attracting, retaining and
motivating talented employees, aligning their interests with
the long-term growth of the Company, and fostering employee
ownership through wealth creation opportunities. Under the
Scheme, vesting of stock options is linked to achievement of
performance parameters, length of service, and such other criteria
as may be determined by the Nomination and Remuneration
Committee ("NRC") from time to time.

The Scheme is being implemented and administered through the
trust route in accordance with the provisions of the Companies
Act, 2013 and the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations"). For this
purpose, the Pitti Engineering Limited Employee Welfare Trust has
been established and may acquire equity shares of the Company
through secondary acquisition and/or subscribe to fresh issue of
shares by the Company, in accordance with the provisions of the
Scheme and applicable laws.

The NRC, at its meeting held on 13^th March 2025, approved the
first grant of 7,87,500 stock options under the Scheme at an
exercise price of ' 736.72 per option. The grant was made to
eligible employees of the Company and its subsidiaries out of
the shareholder-approved limit of 13,00,000 stock options. The
NRC also approved the creation of the ESOP pool through a
combination of primary issuance and secondary acquisitions.

As on 31^st March 2026, the Trust held 7,40,000 equity shares of
the Company. The shareholding of the Trust is disclosed under
the category of "Non-Promoter and Non-Public Shareholding" in
the shareholding pattern of the Company, in accordance with
applicable regulatory requirements.

The disclosures relating to the Scheme, including the details of
stock options granted and other information required under the
SEBI SBEB Regulations, are provided in Annexure-5 to this Report.
A certificate from the Secretarial Auditor confirming that the
Scheme has been implemented in accordance with Regulation 13
of the SEBI SBEB Regulations is provided as Annexure-6.

The Scheme has been implemented in compliance with the
provisions of the Companies Act, 2013 and the SEBI SBEB
Regulations. The salient features of the Scheme and other
prescribed disclosures are available on the Company's website at
https://pitti.in/investors/corporate-actions/pittiesop-2024.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3)
of the Companies Act, 2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of
the Company as on 31^st March 2026 is available on the website of the
Company athttps://www.pitti.in/api/investor-relation/download/
DRAFT%20ANNUAL%20RETURN.pdf?id=1057&disposition=inline.

SECRETARIAL STANDARDS

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

CORPORATE GOVERNANCE REPORT

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

INTERNAL AUDIT AND INTERNAL CONTROL SYSTEMS
AND THEIR ADEQUACY

The Company has established an adequate internal financial
control framework and effective internal control systems that
are commensurate with the nature, size, and complexity of its
operations. These controls are designed to ensure compliance
with applicable laws and regulations, safeguard the Company's
assets, enhance operational efficiency, and ensure the accuracy
and reliability of financial reporting. The internal control systems
are periodically reviewed and strengthened to address evolving
business requirements and regulatory expectations. During the
year under review, the internal audit function was carried out
by M/s. Laxminiwas & Co., Chartered Accountants. The internal
auditors conduct regular audits and submit their observations and
recommendations to the Audit Committee for review. The Audit
Committee continuously monitors and evaluates the adequacy
and effectiveness of the Company's internal control and internal
audit systems and provides guidance for further strengthening
these mechanisms wherever necessary. The Company also has a
sound Management Information System (MIS), which forms an
integral part of its overall control and monitoring framework.

The Statutory Auditors of the Company have also issued an
attestation report on internal control over financial reporting (as
defined in section 143 of Companies Act, 2013) for the financial
year ended 31^st March 2026, which forms part to the Statutory
Auditors Report.

AUDITORS AND AUDITOR'S REPORT
Statutory Auditors

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

The Statutory Auditors have confirmed that they continue to
meet the eligibility criteria prescribed under the Companies Act,
2013 and are not disqualified from holding office as Statutory
Auditors of the Company. The Audit Report on the standalone and
consolidated financial statements for the financial year ended 31^st

March 2026 contains an unmodified opinion and does not include
any qualification, reservation, adverse remark, or disclaimer. The
notes to the financial statements referred to in the Auditors' Report
are self-explanatory and, therefore, do not call for any further
comments by the Board.

Cost Auditors

The Company is required to maintain cost records as specified by
the Central Government under section 148(1) of the Companies
Act, 2013 and accordingly such accounts and records are
maintained by the Company.

The Board of Directors, on the recommendation of Audit
Committee has appointed M/s. S S Zanwar & Associates, Cost
Accountants (Firm Registration No.100283) as the Cost Auditors of
the Company for the financial year 2026-27. The Cost Auditors have
confirmed their eligibility and that they are not disqualified from
holding such appointment under the applicable provisions of the
Companies Act, 2013. As required under the Companies Act, 2013
a resolution seeking Member's ratification for the remuneration
payable to the cost auditor forms part of the notice convening
the 42^nd AGM.

Secretarial Auditor

In accordance with Regulation 24A of the SEBI Listing Regulations,
Shri Ajay Kishen, Practicing Company Secretary (FCS No: 6298 CP
No. 5146) was appointed as the Secretarial Auditor of the Company,
for a term of 5 (five) consecutive financial years, commencing from
the financial year 2025-26 to the financial year 2029-30, at the 41^st
AGM held on 26^th September 2025.

The Secretarial Audit Report for the financial year ended 31^st March
2026 is annexed as Annexure -7 to this Report. The Secretarial Audit
Report does not contain any qualification, reservation or adverse
remark. Shri Ajay Kishen has confirmed that he is not disqualified
from continuing as the Secretarial Auditor of the Company.

Reporting of Frauds by Auditors

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

SECRETARIAL AUDIT REPORT OF MATERIAL UNLISTED
SUBSIDIARY

As per Regulation 24A of the SEBI Listing Regulations, listed
companies are required to attach the Secretarial Audit Report of

shareholders, the valued partnership of its customers, and the
commitment of its employees. The Board also expresses its
gratitude to the Company's bankers, suppliers, business associates,
and the communities in which it operates for their continued
support and cooperation.