PTC Industries Ltd

DEAR MEMBERS,

Your Directors are pleased to present the 60^th Annual Report of the Company along with financial statements for the year ended 31^st March 2023.

1. RESULTS OF OUR OPERATIONS

Table gives the financial performance of the Company for the financial year 2022-23 as compared to the previous financial year.

FINANCIAL HIGHLIGHTS

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

Based on consolidated financial statement the Company witnessed growth in revenue from operations by 22.52% to H 219.26 crores with scaling up of capacity utlisation 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 29.16% from 26.12% in the previous year, in absolute terms it has increased by 11.64%.

Based on standalone financial statement the Company witnessed growth in revenue from operations by 21% to H 215.99 crores with growth in business and additional of new products and new customers to the Company's portfolio. Profit before finance cost, depreciation and amortisation, exceptional items and tax (EBIDTA), as a percentage of total income, has increased to 25.87% from 23.75% in the previous year.

For a detailed discussion on the Company's financial and operating results, please refer to the Financial Performance section of the Management Discussion and Analysis Report in this Annual Report.

DIVIDEND

The Company has already commercialized its manufacturing capability at the Advanced Manufacturing & Technology Centre (AMTC) in Lucknow, Uttar Pradesh. A substantial investment has been made in new technologies and capabilities for this new facility, effects of which are visible in the Company's financial performance. However, the Company has also formed a new subsidiary Aerolloy Technologies Limited for entering into the aerospace components and strategic materials market for significant capital expenditure is under way. Hence, the majority of funds are being invested into the Company's 100% subsidiary to support this growth and therefore the directors do not consider it prudent to recommend any dividend for the year ended on March 31, 2023. The Company has also not transferred any amount to the General Reserve during the year. The amount of H 25.82 crores is proposed to be retained in the Profit and Loss Account for the year ended on March 31, 2023.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As per the requirement of section 186(4) of Companies Act, 2013, particulars of loans given, investments made, guarantees given or securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statements on page number 222. The Company is in compliance with the limits as prescribed under Section 186 of Companies Act, 2013 read with Rule 11 of the Companies (Meeting of Board and its Powers) Rules, 2014.

RELATED PARTY TRANSACTIONS

All contracts, arrangements, or transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract, arrangement, or transaction with related parties which could be considered material in accordance with the policy of the Company on the materiality of related party transactions or which is required to be reported as Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is put up on the Company's website and can be accessed at https://www.ptcil.com. There were no materially significant related party transactions that could have potential conflict with the interest of the Company at large.

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

The company has applied to the National Stock Exchange Limited (NSE Limited) for listing of all its equity shares of the company. Company has received the final approval for listing and trading of its entire 1,33,82,257 (One Crore Thirty Three Lakh Eighty Two thousand Two hundred and Fifty Seven) equity shares of face value of Rs. 10/- each w.e.f. 09^th June 2023 vide NSE letter Circular Ref. No. 0695/2023 dated June 07, 2023.

Further after the closing of Financial Year 2022-23, As per the Approval of the Board of Director on June 08, 2023 and shareholders' approval on July 08, 2023 the company issue and allot up to 1,80,000 (One Lakh Eighty Thousand) Equity Shares of face value of Rs.10/- (Rupees Ten Only) each fully paid up, for cash, to be issued at a price of Rs. 2,500/- (Rupees Two Thousand and Five Hundred Only) per Equity Share, determined in accordance with the provisions of Chapter V of SEBI ICDR Regulations, for an aggregate amount of up to Rs. 45,00,00,000/- (Rupees Forty Five Crores Only).

Further Aerolloy Technologies Limited (wholly owned subsidiary of PTC Industries Limited) participated at the International Paris Air Show 2023, exhibited and displayed its best-in-class capabilities and technologies for Aerospace and Defence applications.

GLOBAL PANDEMIC – COVID-19

As the COVID-19 pandemic enters its fourth year, surveillance has declined dramatically. In most countries, life has returned to "normal". Still, millions continue to be infected or reinfected with SARS-CoV-2, and many questions remain about the potential emergence of new variants that could cause fresh surges. As many countries adjust their emergency response, absorbing COVID-19-related actions into integrated respiratory disease management, there is an opportunity to strengthen the public health foundation for future epidemic and pandemic response efforts. Going forward, India will have to prioritize economic expansion and sustainability to maintain its trajectory of growth and influence. The country must continue to embrace transformational, rather than incremental change to shape an economic policy that supports rapid growth.

PTC will continue to work diligently and comprehensively to support to address all aspects of COVID-19 and ensure that the hard lessons of COVID-19 will maintain robust engagement in pandemic preparedness for the future.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 read with Schedule V Part B of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management's discussion and analysis is set out in this Annual Report on page number 87.

2. BUSINESS

PTC has witnessed remarkable growth during the year in its industrial castings business, particularly for exports to large Original Equipment Manufacturers (OEMs) and especially with the augmentation of its product offerings. Through strategic partnerships and a focus on delivering high-quality products, PTC has solidified its position as a leading player in the international market for critical and super-critical cast metal components. The company's relentless commitment to innovation and customer satisfaction has enabled it to enter into long-term supplies with its customers, further boosting its global presence and market share in the industrial castings sector.

In addition to its success in the industrial castings business, PTC's aerospace and defence segment is showing promising signs of growth through its wholly owned subsidiary, Aerolloy Technologies. The Company has managed to secure development orders and customers, including with prestigious companies like Safran Aircraft Engines and Israel Aerospace Industries. PTC is also entrenched with a number Indian Defence agencies supplying critical cast metal components for various applications across land, air and naval defence systems.

Overall, PTC's commitment to excellence, coupled with its strategic expansion into both industrial castings, aerospace and defence sectors, has yielded remarkable results. With a growing portfolio of international clients and a strengthening position in the domestic defence market, the company is well-positioned for continued growth and success in the years to come.

SUBSIDIARY

The Company has formed a 100% owned subsidiary Company named Aerolloy Technologies Limited, incorporated on February 17, 2020, having CIN No. U27200UP2020PLC127120. The Company has no other subsidiary, associate or joint venture. The Company has made an investment of H 42.67

Crores in its wholly owned subsidiary Aerolloy Technologies Limited by subscription of 4,26,739 equity shares of H 10/- each during the year under report, taking aggregate investment to H 64.54 crores in its wholly owned subsidiary.

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. Aerolloy Technologies Limited is a material subsidiary of the company. 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 enclosed as Annexure-I.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the act and listing regulations read with Ind AS-110-consolidated financial statement, Ind AS-28-investments in associates and joint ventures, and Ind As-31-interests in joint ventures, the Company has prepared consolidated financial statements for the year 2022-23. The following may be read in conjunction with the Consolidated Financial Statements of the Company prepared in accordance with Indian Accounting Standard 110. Shareholders desirous of obtaining the Report and Accounts of your Company's subsidiaries may obtain the same upon request. Further, the Report and Accounts of the subsidiary companies are also available on your Company's website, www.ptcil.com, in a downloadable format.

RESEARCH AND DEVELOPMENT

PTC Industries' unwavering focus on research and development has begun to bear fruit, particularly in the field of Titanium Casting technology and components for defence and aerospace applications in titanium and super alloys. The company's dedicated efforts in this area are poised to revolutionize the metal component industry and redefine the future of critical metal component manufacturing for a wide range of applications. These groundbreaking technologies and processes are expected to have a profound impact, not only on PTC's operations but also on the broader aerospace and defence sectors both within the country and internationally.

Over the past few years, PTC Industries has placed heightened emphasis on continuously developing and indigenizing cutting-edge technologies. This commitment is specifically directed towards the manufacturing of strategic materials, components, and subsystems for Defence and Aerospace applications, which are projected to serve as the primary growth engine for the company moving forward. By constantly pushing the boundaries of innovation and adopting the latest advancements in the industry, PTC is positioning itself at the forefront of the market, poised to lead the way in meeting the evolving demands of the Defence and Aerospace sectors.

The Company has already been recognized by the Department of Scientific and Industrial Research (DSIR), under the Ministry of Science and Technology, Government of India, for its in-house Research and Development facilities. DSIR has also granted approval to PTC Industries Limited u/s 35 (2AB) of the Income Tax Act, 1961 for availing various incentives provided under the Act in connection with its research and development activities.

The Company has successfully completed its Technology Development and Demonstration Programme (TDDP) for the development and commercialization of the RapidCast™ technology for the manufacture of stainless-steel castings of weight up to 6,000 kilograms which have become fully operational and allowed the Company to manufacture stainless steel castings weighing up to 6,000 kilograms, single-piece for a wide range of critical and super-critical products during the year.

Additionally, the Company's project for the acquisition and customisation of Technology for the Development and Commercialisation of Titanium Castings with Ceramic Shelling under the Technology Acquisition Fund Programme (TAFP) supported by the Department of Heavy Industry, Ministry of Heavy Industries and Public Enterprises, Government of India has also been completed. The research and development undertaken under this project is resulting in a unique capability being created in the country for the indigenous manufacture of Titanium Castings for the first time ever. This has a very far-reaching impact as Titanium components are used in a wide range of applications from aerospace, chemical industries, and industrial components to medical implants.

QUALITY AND SAFETY

PTC Industries places the highest level of importance on maintaining exemplary standards for quality, safety, training, development, health, and the environment. The company has made significant strides in adopting cutting-edge technologies, including artificial intelligence, data analytics, and advanced software, to continuously upgrade and uphold its safety and quality parameters. This commitment to excellence is evident in the company's numerous international quality standard certifications, such as ISO 9001:2015, PED (Pressure Equipment directive), AD 2000 Merkblatt, and various Marine Classification Approvals, as well as its DSIR approved Research and Development laboratory.

A shining example of PTC's dedication to achieving higher levels of quality is its wholly-owned subsidiary, Aerolloy Technologies receiving the prestigious certification for manufacturing Titanium and Nickel Super Alloy Castings for Aerospace applications under EN 9100:2018 and AS 9100 from TUV NORD CERT GmbH. These certifications underscore the company's relentless pursuit of excellence in the Aerospace sector. Further, Aerolloy has also been approved by significant aerospace customers like Safran, Israel Aerospace Industries, and Honeywell Aerospace for supply of critical metal components. Various NADCAP approvals have also been received by Aerolloy during the year.

At PTC Industries, the safety and well-being of its employees are paramount. The company places significant emphasis on safety awareness, Personal Protective Equipment (PPE) usage, and rigorous safety practices to maintain an injury, hazard, and accident-free workplace. By implementing innovative technologies and global best practices, the company continually strives to improve operational efficiency while minimizing its impact on the environment.

Furthermore, PTC Industries goes above and beyond to contribute positively to the communities around its operations, reflecting its strong sense of corporate responsibility. Utilizing renewable energy sources and rainwater harvesting to manage operations showcases the company's commitment to environmental preservation for the benefit of present and future generations.

With an experienced environmental engineer leading the EHS department, PTC Industries ensures compliance with various international guidelines for environmental, health, and safety, reaffirming the company's dedication to maintaining the highest industry standards.

In summary, PTC Industries stands steadfast in its commitment to excellence, demonstrating its unwavering commitment to quality, safety, and environmental stewardship. With a positive work culture and a focus on continuous improvement, the company is setting new benchmarks in the industry, all while contributing positively to society and the environment.

AWARDS AND RECOGNITIONS

i. Raksha Mantri Excellence Award: PTC Industries was lauded with the Raksha Mantri Excellence award for its innovative and remarkable work in the field of Defence. The company's commitment to pushing the boundaries of technology and delivering cutting-edge solutions to the defence sector garnered special recognition from the Ministry of Defence. This prestigious award reflects PTC Industries' unwavering dedication to advancing the country's defence capabilities and showcasing its position as a leading player in the defence industry.

ii. UP State Award for Excellence in Exports: During the year, PTC Industries was honoured with the prestigious UP State Award for Excellence in Exports. The company's exceptional performance in the export sector was recognized, highlighting its significant contributions to the state's economic growth. Shri Alok Agarwal, a key figure in PTC Industries, received this distinguished award from the Honourable Chief Minister, Yogi Adityanath, further acknowledging the company's outstanding achievements in international trade.

iii. Approval from Safran Aircraft Engines: PTC Industries' wholly-owned subsidiary, Aerolloy Technologies Limited (ATL), achieved a significant milestone by receiving approval from Safran Aircraft Engines (SAE), a top global aircraft engine manufacturer. SAE approved ATL for the development and supply of critical Titanium and Super Alloy castings for Aero Engines. This groundbreaking achievement marks the first time such critical cast components for Aircraft Engines, in Titanium and Super Alloys, are being sourced by SAE from India, positioning ATL as a trusted partner for top-tier international aerospace companies.

iv. Developmental Contract for DRDO - GTRE's Combat Aircraft Engine: In line with the Indian government's 'Aatmanirbhar Bharat' initiative and the strategic importance of indigenously developed defence capabilities, PTC Industries secured a developmental contract for critical components for DRDO - GTRE's Combat Aircraft Engine program. This development represents a significant step towards strengthening India's self-reliance in defence technology and reinforces PTC Industries' role as a key contributor to the nation's defence ecosystem.

v. Clearance Certificate for Critical ON-LINE FITTINGS (OLFs) for Defence Applications: PTC Industries achieved another noteworthy feat by obtaining a 'CLEARANCE CERTIFICATE' for critical ON-LINE FITTINGS (OLFs) made from expensive Titanium alloys, utilizing their unique In-House Capability comprising of Investment Casting + HIP (Hot Isostatic Pressing) processing techniques. This achievement is a testament to the company's exceptional expertise and state-of-the-art capabilities, which are on par with only a few select companies worldwide. The clearance further validates PTC Industries' proficiency in providing cutting-edge solutions for critical defence applications.

Overall, these awards and recognitions showcase PTC Industries' relentless pursuit of excellence, innovation, and commitment to advancing the defence and aerospace sectors in India and on the global stage. The company's dedication to quality, technology, and self-reliance positions it as a prominent player driving the growth of India's defence and aerospace industries.

3. HUMAN RESOURCE MANAGEMENT

PTC recognizes that its highly motivated and dedicated employees are its primary asset and the driving force behind the company's holistic growth and prosperity. As part of its commitment to the development of its workforce, PTC has initiated a comprehensive HR Transformation project. This transformative project aims to build a future-ready organizational structure that fosters growth, efficiency, and innovation.

One of the key focus areas of the HR Transformation project is the development of a robust process framework to streamline and automate various HR processes. By leveraging cutting-edge technology, PTC aims to enhance efficiency, reduce manual efforts, and improve overall productivity. The implementation of automated systems will not only optimize HR functions but also free up valuable time for employees to focus on strategic and value-added tasks.

As part of the transformation journey, PTC is also carrying out competency assessments to identify and nurture talent within the organization. This enables the company to align employee skills with organizational objectives and provides targeted training and development opportunities. Continuous upskilling and training programs are conducted, covering various domains like management, operations, finance, and technology, empowering employees to grow both personally and professionally.

Furthermore, the HR Transformation project includes the establishment of a comprehensive performance monitoring structure. This performance evaluation system enables PTC to recognize and reward exceptional performance while also identifying areas for improvement and providing necessary support for employee development.

At PTC, the efficiency of the workforce has always been a key priority as the company moves towards larger capacities and greater capabilities. PTC focuses on continuous business process optimization, efficiency improvement, and cost reduction. Throughout the year, various manufacturing excellence and productivity improvement projects are conducted with both internal and external experts. This year, under the guidance of experts, the company's world-class team launched a series of six-sigma projects, working towards the implementation of Lean Manufacturing and 5S techniques. At the shop floor, several new systems and innovative manufacturing tools have been implemented to enhance the quality and efficiency of the output.

Internal and external training programs and seminars covering management, operations, finance, and technology are regularly undertaken to ensure that employees' competencies are consistently upgraded, benefiting them both personally and professionally. Employees are actively encouraged to stay abreast of technological developments and novel approaches adopted globally, to update their knowledge and skills. With access to the latest equipment and digital tools, employees leverage their expertise for the company's benefit. PTC fosters a culture of cross-functional training and skill development, offering opportunities for employees to educate themselves across various manufacturing and functional processes.

The company maintains effective communication channels to facilitate meaningful interactions between management and staff. Responsive and candid communication with employees is standard practice, and PTC has started demanding the same from its next tier of leadership. Regular interactions and collaborative sessions, held at least once a month, provide a platform for discussing strategy, risks, and execution. The company encourages innovation by providing employees with structured support to navigate uncertainty and nurture their creative process without restraint.

PTC's management remains steadfast in its commitment to innovation and has established a dedicated task force focused on Technology and Innovation to drive the growth of inventive processes and ideas within the workplace. Active participation of the senior management team in the task force's activities enables them to discern inflection points that may be overlooked by other staff members and make informed decisions. Beyond regular interactions, the management provides ample opportunities for innovative thoughts to come forward through exclusive pages and dedicated time for creative and innovative thinking in the company's in-house magazine and office functions.

Through these initiatives, PTC continues to uphold its dedication to employee development, innovation, and excellence in the workplace.

PARTICULARS OF EMPLOYEES

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, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is placed at Annexure III and forms part of this Report.

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 is placed at Annexure III and forms part of this Report.

4. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). The Company has also implemented several best governance practices. The report on Corporate Governance as stipulated in Schedule V Part C of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report. The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

NUMBER OF MEETINGS OF THE BOARD

The Board met Six 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.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company seeks to maintain an appropriate mix of executive and independent directors in order to maintain the independence of the Board and segregate the functions of governance and management. The Board consists of professionally qualified individuals from diverse backgrounds with wide experience in business, education, finance, and public service. As at year-end, the Board consists of 11 directors, one of whom is Chairman & Managing Director four are Whole-time directors and six are independent directors. Your Company, in compliance with section 178(1) of the Companies Act, 2013 read with The Companies (Meeting of Board and its Powers) Rules, 2014, has duly constituted a Nomination and Remuneration Committee. This committee is chaired by an independent director and formulates the criteria for determining qualifications, positive attributes, independence of a director and other matters.

Appointment and the remuneration of Board members, key managerial personnel or one level below the Board level is fixed on the basis of the recommendation of the Nomination and Remuneration Committee made to the Board, which may ratify them, with or without modifications. Disclosures pursuant to the requirements of section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been made in Annexure III of this Board Report. The Company affirms that there has been no change in this policy and that the remuneration paid to directors is as per the terms laid out in this policy.

INDUCTION AND CHANGES

In accordance with the provisions of Section 152 of the Act read with Article 158 and 159 of the Articles of Association of the Company, Ms. Smita Agarwal will retire by rotation at the ensuing AGM and, being eligible, offer herself for reappointment. The Board has recommended her reappointment. The Company also appointed Ms. Prashuka Jain (DIN- 06412915) as an Independent Women Director w.e.f. from September 05, 2022, and the same was approved by the shareholders on 59^th AGM of the Company.

Further, the tenure of Managing Director & Whole Time Directors expired on September 30, 2022, accordingly, the Board recommended for their re-appointment and necessary agenda items for the appointment of Mr. Sachin Agarwal as Chairman & Managing Director, Mr. Alok Agarwal as Director (Quality & Technical), Mr. Priya Ranjan Agarwal as Director (Marketing), Mr. Ashok Kumar Shukla as Whole Time Director and Smita Agarwal as Whole Time Director & CFO was placed at AGM and these were approved by the shareholders of the Company at the 59^th AGM of the Company.

Familiarisation Programme for Directors

PTC places great importance on fostering a well-informed and engaged Board of Directors, who act as responsible trustees to meet stakeholders' expectations and societal aspirations. To ensure effective discharge of their roles, the Company has implemented a comprehensive familiarisation program for its Directors.

Under this program, Directors are continuously updated on changes and developments in the domestic and global corporate and industry landscape, including relevant statutes, legislations, and the economic environment. This empowers them to make well-informed and timely decisions that align with the Company's strategic goals and objectives.

To further enhance their understanding, the Directors are provided with insights into matters significantly impacting the Company's operations and growth. Regular visits to Company facilities are also organized, enabling Directors to gain firsthand knowledge of the Company's operational processes and engage with the workforce.

By actively promoting Director familiarisation, PTC ensures that its Board is equipped with the necessary knowledge and expertise to effectively steer the Company, safeguard stakeholders' interests, and uphold the highest standards of corporate governance.

Attributes, Qualifications and Independence of Directors and their Appointment

The Nomination and Remuneration Committee, adopted the criteria for determining qualifications, positive attributes and independence of Directors, including Independent Directors, pursuant to the Act and the Rules thereunder. The Corporate Governance Policy, inter alia, requires that Non-Executive Directors be drawn from amongst eminent professionals, with experience in business, finance, law, public administration, and enterprise. The Board Diversity Policy of your Company requires the Board to have a balance of skills, experience, and a diversity of perspective appropriate to the Company. The skills, expertise, and competencies of the Directors as identified by the Board along with the names of directors who have such skills, expertise, or competence, are provided in the Report on Corporate Governance forming part of the Report and Accounts. The Articles of Association of your Company provide that the strength of the Board shall not be fewer than three nor more than fifteen. Directors are appointed/ re-appointed with the approval of the Members for a period of three to five years or a shorter duration, in accordance with retirement guidelines and as may be determined by the Board from time to time. All Directors, other than Independent Directors and Managing Director are liable to retire by rotation unless otherwise approved by the Members. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-election.

Details of the Company's Policy on remuneration of Directors, Key Managerial Personnel, and other employees is provided in the Report on Corporate Governance forming part of the Report and Accounts.

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 EVALUATION

The Nomination and Remuneration Committee, as reported in earlier years, formulated the Policy on Board evaluation, evaluation of Board Committees' functioning and individual Director evaluation, and specified that such evaluation will be done by the Board, pursuant to the Act and the Rules thereunder and the Listing Regulations 2015.

In keeping with PTC's belief that it is the collective effectiveness of the Board that impacts the Company's performance, the primary evaluation platform is that of the collective performance of the Board as a whole. Board performance is assessed against the role and responsibilities of the Board as provided in the Act and the Listing Regulations 2015 read with the Company's Governance Policy. The Nomination and Remuneration Committee has devised the criteria for evaluation of the performance of the Directors including the Independent Directors. The said criteria provide certain parameters like attendance, acquaintance with business, communication inter se between board members, effective participation, domain knowledge, compliance with code of conduct, vision, and strategy, etc., which is in compliance with applicable laws, regulations, and guidelines. Evaluation of the functioning of Board Committees is based on discussions amongst Committee members and shared by the respective Committee Chairman with the Chairman of the Nomination and Remuneration Committee, who in turn shares the consolidated report with the Chairman of the Board for his review and gives feedback to each Director. Individual Directors are evaluated in the context of the role played by each Director as a member of the Board at its meetings, in assisting the Board in realising its role of strategic supervision of the functioning of the Company in pursuit of its purpose and goals. While the Board evaluated its performance against the parameters laid down by the Nomination and Remuneration Committee, the evaluation of individual Directors was carried out against the laid down parameters, anonymously in order to ensure objectivity. Reports on the functioning of Committees were placed before the Board by the Committee Chairmen. The Independent Directors Committee of the Board also reviewed the performance of the non-Independent Directors and the Board, pursuant to Schedule IV to the Act and Regulation 25 of the Listing Regulations 2015.

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, Director and CFO, Mr. Alok Agarwal, Director (Quality & Technical), Mr. Priya Ranjan Agarwal, Director (Marketing), Mr. Ashok Kumar Shukla, Whole Time Director and CFO and Mrs. Pragati Gupta Agarwal, Company Secretary.

COMMITTEES OF THE BOARD

Currently, the Board has 7 (Seven) 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 per applicable provisions of the Act and Rules, are as follows:

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, 2023, 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, 2023 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.

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.

Further company has also got listed on National Stock Exchange India Limited w.e.f, June 09, 2023. The Company has paid listing fees for the year 2023-24 to the both stock exchanges. The Company has also established connectivity with both depositories, NSDL and CDSL.

4. AUDITORS

STATUTORY AUDITORS

The statutory auditors of the Company, M/s Walker Chandiok & Co LLP, Chartered Accountants (Reg. No.001076N/N500013) were appointed as statutory auditors of the Company in the 56^th Annual General Meeting of the Company to hold office until the conclusion of the 60^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

M/s Amit Gupta & Associates, Practicing Company Secretaries were appointed as secretarial auditors of the Company for the year 2022-23 as required under Section 204 of the Companies Act, 2013 and Rules made thereunder. The secretarial audit report of the Company for FY 2022-23, 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 the Regulation 24A of SEBI Listing Regulations, secretarial audit report of Aerolloy Technologies Limited, a material subsidiary of the Company for FY 2022-23, in Form MR3, forms part of the Annual Report at Annexure –VIA.

The Board has appointed M/s. Amit Gupta & Associates, Practicing Company Secretaries, as the secretarial auditor of the Company for the financial year 2023-24.

COST AUDIT

The Company maintains necessary cost records as specified by 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 148 of the Companies Act, 2013, the Company is not required to have its cost records audited by a Cost Accountant in practice, as provide 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.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future. However, attention is drawn towards statements on contingent liabilities, in the notes of financial statements.

AUDIT COMMITTEE AND VIGIL MECHANISM

Pursuant to requirement of section 177(1) of Companies Act, 2013 read with Rule 6 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has already formed the Audit Committee, composition of which is covered under Corporate Governance report section of this Annual Report. The primary objective of the Audit Committee is to monitor and provide effective supervision of the financial reporting process of the Company, and to ensure proper and timely disclosures maintaining transparency and integrity for the shareholders.

The Vigil Mechanism of the Company provides a formal structure to all the directors and employees to report genuine concerns and safeguard the interests of the stakeholders of the Company. PTC's vigil mechanism also incorporates a Whistle Blower Policy in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which includes the appointment of a Whistle Blower Officer who will look into the matter being reported, conduct detailed investigation and take appropriate disciplinary action. Protected disclosures can be made by a whistle blower through an email, or dedicated telephone line or a letter to the Whistle Blower Officer or to the Chairman of the Audit Committee. The Company's Whistle Blower policy may be accessed on the Company's website at http://www.ptcil.com. During the year under review, no employee was denied access to Whistle Blower Officer or Audit Committee and no complaint was received.

ANNUAL RETURN

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

INTERNAL FINANCIAL CONTROLS

PTC places a strong emphasis on maintaining effective internal financial controls with regard to its financial statements. These controls are seamlessly integrated into the risk management process, addressing both financial and financial reporting risks. To ensure comprehensive coverage, the internal financial controls have been meticulously documented, digitized, and seamlessly embedded into the business processes.

To obtain assurance on the effectiveness of these controls, PTC employs various methodologies. This includes rigorous management reviews, control self-assessment, continuous monitoring by functional experts, and thorough testing of the internal financial control systems. As part of the process, the Company's Statutory Auditors conduct in-depth tests to evaluate the controls, and during the year, no reportable material weaknesses in the design or operation of these controls were observed.

By diligently maintaining strong internal financial controls, PTC demonstrates its commitment to sound financial management, transparency, and accountability. These measures serve to safeguard the integrity of financial information and bolster stakeholder confidence in the Company's financial reporting processes.

CREDIT RATING

The Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies as given below:

*The ratings have been obtained for Borrowings only. There is no credit rating obtained by the Company for fixed deposit program or any other scheme involving for mobilisation of funds.

RISK MANAGEMENT

PTC aims to have a formalised and systematic approach for managing risks across the Company. It encourages knowledge and experience sharing in order to increase transparency on the key risks to the Company to the extent possible. This approach increases risk awareness and ensures proper management of risks as part of the daily management activities.

The Company has constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in:

• Framing the Risk Management Policy: The committee is responsible for recommending a comprehensive risk management policy to the Board. This policy shall primarily focus on mitigating unsystematic risks that may impact the Company's operations adversely.

• Implementation of Risk Management processes: The committee oversees the effective implementation of the approved risk management policy throughout the organization. It ensures that appropriate risk mitigation strategies are in place to safeguard the Company's interests.

• Risk Assessment and Reporting: The committee diligently assesses and apprises the Board of any significant and relevant risks that have the potential to adversely affect the Company's affairs. It provides timely and accurate risk reports to facilitate informed decision-making.

• Risk Mitigation Measures: The committee collaborates with relevant stakeholders to identify and recommend appropriate risk mitigation measures. It ensures that risk management processes are aligned with the Company's strategic objectives.

• Monitoring and Review: The committee monitors the ongoing effectiveness of risk management initiatives, regularly reviewing risk exposures and mitigation efforts. It provides periodic updates to the Board on risk management activities.

• Compliance and Best Practices: The committee ensures that the risk management policy and processes comply with applicable regulations and industry best practices. It strives to foster a culture of risk awareness and responsibility within the organization.

• Crisis Management: The committee plays a pivotal role in crisis management, devising contingency plans to address unforeseen risks and events effectively.

• Reporting and Communication: The committee maintains open channels of communication with stakeholders, promoting transparency in risk reporting and disclosure.

The policy on Risk Management may be accessed on the Company's website at www.ptcil.com.

The objective of the Company's risk management process is to support a structured and consistent approach to identify, prioritize, manage, monitor and report on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The Company has introduced several initiatives for risk management including the introduction of audit functions and processes to identify and create awareness of risks, optimal risk mitigation and efficient management of internal control and assurance activities.

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.

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, 2023 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 218.

CHANGES IN SHARE CAPITAL

In line with the approval of the shareholders for issue of shares on rights basis at 58^th annual general meeting of the Company held on November 22, 2021, the Company has issued and completed allotment on August 23, 2022 of 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.

Further as per approval of the Board of Directors on October 20, 2022, and Shareholders' approval on November 19, 2022 for issue and allotment of up to 2,89,600 Equity Shares of face value of Rs. 10/- each and up to 6,30,170 Fully Convertible Warrants (‘Warrants') of face value of Rs. 10/- each of the Company to persons belonging to Non-Promoter Category on a preferential basis.

On December 07, 2022 Company issued and allotted 2,84,600 Equity Shares of face value of Rs. 10/- per Equity Share at an issue price of Rs. 2,349/- per Equity Share aggregating to Rs. 66,85,25,400 /- (Rupees Sixty-Six Crore Eighty-Five Lakh Twenty-Five Thousand Four Hundred Only), and 6,30,170 Fully Convertible Warrants ('Warrants') at an issue price of Rs. 2,349/- per Warrant aggregating to Rs. 1,48,02,69,330

/- (Rupees One Hundred Forty-Eight Crore Two Lakh Sixty-Nine Thousand Three Hundred Thirty Only), convertible into equivalent number of Equity Shares of face value Rs. 10/- each within a period of 13 months from the date of allotment, on a preferential basis (‘Preferential Allotment') to the persons belonging to the ‘Non-Promoter' category on a preferential basis (‘Preferential Allotment')

After the close of Financial Year 2022-23, as per the Approval of the Board of Directors on June 08, 2023 and shareholders' approval on July 08, 2023 the company has issued and allotted 1,80,000 (One Lakh Eighty Thousand) Equity Shares of face value of Rs.10/- (Rupees Ten Only) each fully paid up, for cash, at a price of Rs. 2,500/- (Rupees Two Thousand and Five Hundred Only) per Equity Share, determined in accordance with the provisions of Chapter V of SEBI ICDR Regulations, for an aggregate amount of up to Rs. 45,00,00,000/- (Rupees Forty Five Crores Only).

EMPLOYEE STOCK OPTION SCHEME

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 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 157,170 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 maybe 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 15, 2021 had approved 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 grant of 2255 (convertible into 2255 Equity shares of the Company, upon exercise) to 64 eligible employees in terms of the 'PTC-ESOS2019'. Recently, the Compensation Committee (Nomination & Remuneration Committee) at its meeting held on August 30, 2022 had approved grant of 12500 (convertible into 12500 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 filed the necessary application for seeking in-principle approval for listing of 2,35,755 shares, arising due to Rights Issue adjustment.

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.

5. CORPORATE SOCIAL RESPONSIBILITY

PTC strongly believes in the concept of sustainable development and is committed to operate and grow its operations in a socially and environmentally responsible way.

Our vision is to expand our operations whilst reducing the environmental impact of our operations and increasing the positive social impact on our community.

The Board has approved the Corporate Social Responsibility Policy which is available on the company's website www.ptcil. com.

The Company has formed a trust, viz. PTC Foundation, in the year 2014-2015 for the purpose of undertaking CSR activities exclusively. PTC Foundation shall work along with the Board and the CSR committee in order to identify and implement CSR initiatives of the Company. Key CSR initiatives of the Company focus on providing primary and secondary education, supporting technical learning institutes, empowering women, improving health and sanitation facilities, supporting sports and promoting Indian art and culture. The Company has spent H 1.53 Lakhs for its CSR activities and Rs. 24.60 lakhs transferred to the PTC Industries UCSR 2022-23 account in the financial 2022-23. Details of initiatives taken by the Company during the year are covered in the Corporate Social Responsibility Report attached as Annexure IV to this Directors' Report as per the requirement of Rule 9 of The Companies (Accounts) Rule, 2014.

6. 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 the 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.

7. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company's has always had a very strict policy on the sexual harassment issues and has zero tolerance in this matter. Ensuring a safe environment for its women employees is a major priority for the Company and its management. As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formed an Internal Committee to address complaints pertaining to sexual harassment in the workplace. The Company policy mandates prevention of sexual harassment and to ensure a free and fair enquiry process with clear timelines for resolution. To build awareness, the Company conducts awareness and training programmes on a periodic basis. In your Company's legacy of more than 59 years, no instance of sexual harassment has ever been reported by any employee. During the year 2022-23 also, the Company has not received any complaints of sexual harassment.

8. GENERAL

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

• The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking 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

PTC Industries' Board of Directors extends heartfelt gratitude to the Company's bankers, other financial institutions, the Government of India, State Governments, and government agencies for their unwavering guidance and continued support throughout the year. The collective support from these esteemed entities has played a pivotal role in the Company's success and progress.

Looking ahead, PTC Industries eagerly anticipates the same unwavering support as it continues its mission to enhance the lives of all those associated with the Company. With this backing, PTC is poised to reach new heights and create a positive impact in the lives of its stakeholders.

The Board of Directors also takes this opportunity to express sincere appreciation to the dedicated employees, workers, and outside professionals for their significant contributions. Their unwavering dedication, hard work, and commitment have been instrumental in the overall development, growth, and prosperity of PTC Industries. Their collective efforts have been the driving force behind the Company's success, and the Board commends their invaluable contributions to the Company's journey.

On behalf of the Board of Directors

(Information in respect of each subsidiary to be presented with amounts in Rs. in Lakhs except % of shareholding)

Notes: The following information shall be furnished at the end of the statement:

1. Names of subsidiaries which are yet to commence operations: Nil

2. Names of subsidiaries which have been liquidated or sold during the year: Nil