PTL Enterprises Ltd

Dear Member,

Your Directors have pleasure in presenting the Company's 63^rd Annual Report on the Business, Finance and Operations of the Company, together with the Audited Financial Accounts for the financial year ended March 31,2024.

(' in Lakhs)

OPERATIONS AND THE STATE OF COMPANY'S AFFAIR

The total income of your Company for the year ended March 31,2024 amounted to '6,991.59 Lakhs as against ' 6,853.09 Lakhs during the previous year. It includes a lease rental of ' 6,111.96 Lakhs received from Apollo Tyres Ltd. (ATL), in accordance with the terms of the Lease Agreement executed with ATL. After providing for depreciation, exceptional item and tax, net profit for the year under review amounted to ' 2,356.03 Lakhs as against ' 2,327.63 Lakhs in the previous year and no amount has been transferred to general reserve during the FY 2023-24. Accounts for the current year have been prepared on the basis of Companies (Indian Accounting Standard) Rules, 2015 (IND AS).

CHANGE IN SHARE CAPITAL STRUCTURE

There has been no increase / decrease in the Authorized Share Capital of your Company during the year under review. TRANSFER TO RESERVE

As permitted under the provisions of the Companies Act, 2013, the Board does not propose to transfer any amount to general reserve.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this report.

There has been no change in the nature of the business of the Company.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review, none of the Company have become or ceased to be subsidiaries, joint ventures or Associate Companies.

DIVIDEND

Your Directors are pleased to recommend a final dividend of ' 1.75 per equity share of face value of ' 1/- each (175 %) for the financial year 2023-2024. The payment of Dividend shall be subject to approval of shareholders at the ensuing Annual General Meeting (“AGM”) of the Company and shall be subject to the deduction of Income tax at source. The dividend, if approved, shall be payable to the members holding shares as on record date i.e. Friday, July 12,2024. CORPORATE GOVERNANCE

The Company is making best efforts to achieve the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (“SEBI”). The Company always places major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organization's Corporate Governance philosophy is directly linked to high performance.

The Company is committed to adopting and adhering to established world-class Corporate Governance practices. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large, and strives to serve their interests, resulting in the creation of value and wealth for all stakeholders.

The report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report. The compliance report on Corporate Governance and a certificate from M/s. SCV & LLP, Chartered Accountants, (Firm Registration No. 000235N) Statutory Auditors of the Company, regarding compliance of the conditions of Corporate Governance, as stipulated under Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is attached herewith as Annexure I which forms part of this integrated Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of SEBI Listing Regulations, 2015 top 1000 Companies are required to file Business Responsibility Sustainability Report (BRSR). PTL is not among the top 1000 listed Companies on basis of market capitalization as on March 31,2024, as per the list issued by Stock Exchanges. However, for better corporate governance your Company has constituted a Business Responsibility Committee comprising of Mr. B.K. Singh, Non-Executive Independent Director, (Chairman), Mr. Harish Bahadur, Non-Executive Non-Independent Director and Mr. Sunil Tandon, Non-Executive Independent Director as (Members).

The Business Responsibility Committee voluntary adopted and has approved a BRSR format covering the major area of BRSR in the format prescribed by SEBI and mentioned in business principles laid down in the National Guidelines for Responsible Business Conduct.

The Copy of the report is available on the Company's website and can be accessed at https://www.ptlenterprise.com. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 (3) of the Listing Regulations, a detailed Management Discussion and Analysis Report is presented in the separate section forming part of this integrated Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (“KMP”)

Pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, Rules made thereunder (“The Act”) and the Articles of Association of the Company, Mr. Harish Bahadur, Director of the Company, being in the office for the longest term, will retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for reappointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee (“NRC”) has recommended his re- appointment.

Pursuant to section 161 of the companies Act, 2013, Mr. Ranganayakulu Jagarlamudi (DIN: 08153627) was appointed as an Additional Director (Independent) of the Company w.e.f. 7^th February, 2024 to hold office till the date of ensuing Annual General Meeting (AGM). The Company has received requisite notice, as provided under section 160 of the Companies Act, 2013 from a member, proposing the appointment of Mr. Ranganayakulu Jagarlamudi as an Independent Director not liable to retire by rotation.

Pursuant to Regulation 17(1A) and 17(1D) in SEBI Listing Regulation, 2015, The Board of Directors on the recommendation of the Nomination and Remuneration Committee (“NRC”) has recommended the re- appointment of Mr.

Onkar Kanwar (DIN: 00058921), Chairman and Non-Executive Director of the Company, not liable to retire by rotation, for a period of 5 (five) years w.e.f. May 14, 2024 in the ensuing Annual General Meeting.

The Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of Independence as prescribed under the Act and the Listing Regulations. They have registered their names in the Independent Director's Databank.

In compliance with the requirements of the Listing Regulations, your Company has conducted a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibilities and changes in impact of SEBI Regulations/Corporate Laws as Directors, working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in the Corporate Governance Report. The same is also available on the website of the Company and can be accessed at www.ptlenterprise.com.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and hold the highest standards of integrity.

None of the Directors are disqualified under Section 164(2) of the Act. Further, they are not debarred from holding the office of Director pursuant to order of SEBI or any other authority.

The Company has formulated a Code of Conduct for Directors and Senior Management Personnel and they have complied with all the requirements mentioned in the aforesaid code. In the opinion of the Board, the independent Directors appointed during the year possess requisite integrity, expertise, experience and proficiency.

The following are the KMP's of the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2023-24, 4 (four) Board meetings were held. For details thereof, refer to the section 'Board of Directors', Number of Board Meetings, in Corporate Governance Report which forms an integral part of this report.

PARTICULARS W.R.T. RATIO OF REMUNERATION OF DIRECTORS AND KMP

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and is set out as Annexure - II which forms part of this integrated Annual Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Act, with respect to Directors' Responsibility Statement, the Board of Directors, to the best of their information and knowledge confirm:

i) That in the preparation of the annual accounts, for the year ended March 31, 2024, the applicable accounting standards have been followed and no material departures have been made from the same;

ii) That they had 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 as at March 31,2024, and of the profit and loss of the Company for the year ended on that date;

iii) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That they had prepared the annual accounts on a going concern basis;

v) That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

vi) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF BOARD

As on 31st March, 2024, pursuant to requirement of the Act and Listing Regulations, the Board of Directors has various Committees of Board such as Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, Corporate Social Responsibility Committee, Business Responsibility Committee and Committee of Directors (Investments/Loans). The details of composition and terms of reference of these Committees are mentioned in the Corporate Governance Report attached as Annexure and forms part of the integrated Annual Report.

AUDIT COMMITTEE

Your Company has in place an Audit Committee comprising of Mr. Sunil Tandon (Chairman) Non-Executive Independent Director, Mr. B.K. Singh, (Member) Non-Executive Independent Director, Mr. Harish Bahadur, (Member) Non-Executive Non- Independent Director, Mr. Neeraj Singh Kanwar, (Member) Non-Executive Non- Independent Director, and Mr. Tapan Mitra (Member), Non-Executive Independent Director and Mr. U.S. Anand, (Member), Non-Executive Independent Director.

The Audit Committee was reconstituted in the Board Meeting held on 7^th February, 2024.

There was no instance when the recommendation of Audit Committee was not accepted by the Board of Directors. NOMINATION AND REMUNERATION COMMITTEE

Your Company has in place a Nomination and Remuneration Committee comprising of Mr. Tapan Mitra (Chairman) NonExecutive Independent Director, Mr. B.K. Singh, (Member) Non- Executive Independent Director, Mr. Harish Bahadur, (Member) Non-Executive Non- Independent Director, Mr. Onkar Kanwar, (Member) Non-Executive Non-Independent Director, Mr. Sunil Tandon (Member) Non-Executive Independent Director and Mr. U.S. Anand, (Member), Non-Executive Independent Director.

The Nomination and Remuneration Committee was reconstituted in the Board Meeting held on 7th February, 2024.

There was no instance when the recommendation of the Nomination and Remuneration Committee was not accepted by the Board of Directors.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Your Company has in place a Stakeholders Relationship Committee comprising of Mr. Onkar Kanwar (Chairman) NonExecutive Non-Independent Director, Mr. Harish Bahadur (Member) Non-Executive Non - Independent Director, Mr. Neeraj Singh Kanwar, (Member) Non-Executive Non-Independent Director, Mr. Sunil Tandon (Member) Non-Executive Independent Director and Mr. U.S. Anand, (Member), Non-Executive Independent Director.

The Stakeholders Relationship Committee was reconstituted in the Board Meeting held on 7^th February, 2024.

There was no instance when the recommendation of the Stakeholders Relationship Committee was not accepted by the Board of Directors.

DISCLOSURE ON VIGIL MECHANISM

The Company has established a robust Vigil Mechanism and a Whistle-Blower Policy in accordance with the provisions of the Act and Listing Regulations. The Company has formulated a vigil mechanism through which Directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company's code of conduct without fear of reprisal. The details of the policy can be referred to in section 'Disclosures'- Whistle-Blower Policy/ Vigil Mechanism of the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE AND INITIATIVES

Your Company is committed to work towards the development of society since its inception, even before it became mandatory for corporates under Companies Act 2013. The Company's CSR policy is aligned with National Development Goals as well as Sustainable Development Goals (SDG) to benefit the larger population. All the CSR work is being implemented through Apollo Tyres Foundation (ATF) with close monitoring and guidance of the CSR committee. The CSR team work dedicatedly at ground to achieve the overall goals and set targets.

In the reporting year, the company has undertaken various initiatives via Apollo Tyres Foundation (ATF) related to Solid Waste Management and Sanitation Programme for Communities, Livelihood for Underprivileged Rural Women and Biodiversity Conservation. Additionally, under local initiatives the Company continued its support for the watershed management related projects (potable drinking water solution and pond conservation). Corporate Social responsibility Report, pursuant to clause (o) of sub section (3) of Section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 forms part of this Report as Annexure III.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

Pursuant to the requirements under Section 134(3) (e) and 178 (3) of the Act, the brief policy on Directors' Selection, appointment and remuneration is attached as Annexure IV which forms part of this integrated report and the detailed policy can be referred on the website of the Company i.e. www.ptlenterprise.com. The Remuneration Policy for Directors, Key Managerial Personnel and other employees sets out the guiding principles for the NRC Committee for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other employees of the Company. There has been no change in the policy during the current year.

AUDITORS AND AUDITOR'S REPORT - STATUTORY AUDITORS

The Members of the Company re-appointed M/s SCV & Co. LLP, Chartered Accountants, Statutory Auditors of your Company for a period of five years from 2022-23 to 2026-27 in the Annual General Meeting of the Company held on July 14, 2022, on the expiration of their previous term of appointment.

The comment on statements of accounts referred in the Auditor's Report are self-explanatory. The Audit Report does not contain any qualification, reservation or adverse remarks requiring any comment or explanation from the Company. The Report is enclosed with the financial statements in this integrated Annual Report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had re-appointed M/s RSMV & Co., Company Secretaries as Secretarial Auditor of the Company for financial year 2023-2024 to undertake secretarial audit of the Company.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Secretarial Audit Report given by Secretarial Auditor is attached as Annexure - V and forms part of this integrated Annual Report.

M/s RSMV & Co., Company Secretaries have been re-appointed to conduct the Secretarial Audit of the Company for financial year 2024-2025. They have confirmed that they are eligible for the said appointment.

REPORTING OF FRAUDS BY AUDITORS

During the year under review neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee under section 143(12) of the Act, any instances of fraud committed against the Company by its officer or its employees, the details of which would need to be mentioned in the Board's report. Therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits in terms of Chapter V of the Act and no amount of principal or interest was outstanding in respect of deposits from the public as on the date of Balance Sheet.

COST AUDIT

Your Company does not have its own production as its facility has been leased out to Apollo Tyres Ltd. Under the Companies (Cost Records and Audit) Rules 2014 and further amendment thereto, Company leased income is not classified under the aforesaid Rules, hence cost audit is not applicable in respect of your Company.

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

As the Company's facility has been leased out to Apollo Tyres Ltd. and the Company is not carrying out any manufacturing activity of its own, no information is required to be furnished under Section 134 (3) of the Act. During the reporting period there was no foreign exchange earnings and outgo.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Internal Financial Controls are an integrated part of the risk management process, addressing the financials and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

The Company has in place adequate Internal Financial Controls with reference to financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding its assets prevention and detection of fraud accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Audit Committee evaluates the Internal Financial Control system periodically.

EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31,2024, is available on the website of the Company at the link https://www.ptlenterprise.com.

PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN OR INVESTMENTS MADE UNDER SECTION 186 OF THEACT

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security provided is proposed to be utilised by the recipient are provided in the Financial Statement. For details, please refer Notes on Account No B-2 and B-9 and to the Financial Statement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE ACT

During the year no material related party transactions, exceeding Rupees one thousand crore or 10% of the annual consolidated turnover, as per the last audited Financial Statements of your Company whichever is lower, were entered by your Company, except the existing lease agreement with Apollo Tyres Limited. The disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2, forms part of this integrated Annual Report as Annexure VI. Members may refer to Note no. C 13 (B) to the Financial Statements which sets out related party disclosures pursuant to IND AS-24.

In line with the requirements of the Companies Act, 2013 and amendment to the Listing Regulations, your Company has formulated a revised 'Policy on Related Party Transactions', which is also available on the Company's website at https:// www.ptlenterprise.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

ANNUAL PERFORMANCE EVALUATION

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the Board of the Company, its Committees and the individual Directors, including Independent Directors.

In compliance with Regulation 17 (10) of Listing Regulations, the performance evaluations of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated.

On the basis of the performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires.

For annual performance evaluation of the Board as a whole, it's Committee(s) and individual Directors including the Chairman of the Board, the Company has formulated a questionnaire to assist in evaluation of the performance. The tool takes the form of a series of assertions/questions which should be awarded a rating on a scale of 1 to 5 by all individual Directors. Every Director has to fill in the questionnaire related to the performance of the Board, its Committees and individual Directors except himself. On the basis of the questionnaire, a format of annual evaluation has been made by the Board of its own performance and that of its Committees and individual Directors.

The Nomination and Remuneration committee has also carried out evaluation of every Director performance.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of Listing Regulations, a separate meeting of the Independent Directors was held on March 26, 2024. The Independent Directors at the meeting, inter alia, reviewed the following: -

• Performance of Non- Independent Directors and Board as a whole.

• Performance of the Chairman of the Company, taking into account the views of Executive Directors and NonExecutive Directors.

• Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Company's operations in future.

RISK MANAGEMENT POLICY

Your Company has in place a Risk Management Committee comprising of Mr. Onkar Kanwar (Chairman) Non- Executive Non-Independent Director, Mr. Harish Bahadur (Member) Non-Executive Non - Independent Director, Mr. Tapan Mitra (Member) Non-Executive Independent Director and Mr. U.S. Anand, (Member), Non-Executive Independent Director.

The Risk Management Committee was reconstituted in the Board Meeting held on 7th February, 2024.

The Risk Management Committee (RMC) was constituted to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks. The RMC on timely basis informed members of Board of Directors about risk assessment and minimization procedures. In the opinion of the RMC, there are no such risks, which may threaten the existence of the Company. The details of RMC are included in the Corporate Governance Report.

LEGAL COMPLIANCE REPORTING

The Board of Directors reviews in detail, on quarterly basis, the reports of compliance with all applicable laws and regulations. Any non-compliance is seriously taken up by the Board, with fixation of accountability and reporting of steps taken for rectification of non-compliance.

In the opinion of the Board, there has been no identification of elements of risk that may threaten the existence of the Company. The Company has complied with all the Secretarial Standards issued by Institute of Company Secretaries of India.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”) and Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted an Internal Committee(s) (ICs) to redress and resolve any complaints arising under the POSH Act. Training / awareness programs are conducted throughout the year to create sensitivity towards ensuring.

SECRETARIAL STANDARDS

During the year under review, your Company complied with all the applicable Secretarial Standards.

KEY FINANCIAL RATIOS

The Key financial ratios for the financial year ended March 31,2024, forms part of the Financials. ACKNOWLEDGEMENTS

Your Directors are thankful to the Central Government, State Government of Kerala, bankers, business partners, stakeholders and employers for their continued support during the year under review. We place on record our appreciation for their contribution.

General Disclosures

During the year, there were no transactions requiring disclosure or reporting in respect of matters relating to:

> Issue of shares with differential rights as to dividend, voting or otherwise;

> Issue of shares including (sweat equity shares) to employees of the Company under any scheme;

> Any Scheme to fund its employees to purchase the shares of the Company;

> Pendency of any proceedings under the Insolvency and Bankruptcy Code, 2016;.

> Maintaining Cost Records in accordance with Section 148(1) of the Act read with the Rules made thereunder due to non-applicability;

> There are no instances of one-time settlement during the financial year.