Dividend

The Board of Directors of the Company are pleased to recommend
a final dividend of ' 1.5 per equity share (15%) of face value of ' 10
(Rupees ten) each subject to the approval of shareholders at the
ensuing Annual General Meeting (“AGM”).

In terms of the provisions of the Income Tax Act, 1961, as
amended by the Finance Act, 2020, dividend paid or distributed
by a company on or after 1^st April, 2020 is taxable in the hands of
the shareholders. The tax shall be deducted at the rates prescribed
under the Income Tax Act, 1961, as amended, which varies based
upon the category and residential status of the shareholder.
Shareholders are requested to update their residential status, KYC
including PAN with their depository participants, in case of shares
held in demat mode and with the Registrar and Share Transfer
Agent of the Company, in case the shares are held in physical
mode for determining the applicable rate of tax deducted at source.
Transfer to Reserves

During the year under review, no amount has been transferred to
general reserve of the Company.

Change in the Nature of Business

During the year under review, there was no change in the nature of
business of the Company.

Share capital

The authorized share capital of the Company is ' 20,00,00,000
(Rupees Twenty Crores) comprising of 2,00,00,000 (Two Crores)
equity shares of ' 10 each during FY2025.

During the year under review there was a change in issued,
subscribed and paid-up share capital of the Company due to the
issuance of 86513 (Eighty Six Thousand Five Hundred Thirteen)
equity shares pursuant to exercise of employee stock options
under Employee Stock Option Plan 2022.

The issued, subscribed and paid-up share capital of the Company
as on 31^st March 2025 is ' 14,11,50,700 (Rupees Fourteen Crores
Eleven Lakhs Fifty Thousand Seven Hundred only) comprising of
1,41,15,070 (One Crore Forty-One Lakh Fifteen Thousand Seventy
Only) equity shares of ' 10 each.

Deposits

The Company has not accepted any deposits, within the meaning
of provisions of Chapter V of the Act, read with the Companies
(Acceptance of Deposits) Rules, 2014 as amended.

Technical collaboration

During the year under review, the Company has technical
collaborations with Tokai Kogyo Co. Limited, Japan; Nissen Chemitec
Corporation, Japan; and Tokai Kogyo Seiki Co. Limited, Japan.

The technology partners of your Company have extended
their continuous support in terms of new product development,
innovations, design, latest technology, quality, productivity, safety,
etc. as per the needs of your Company.

Annual return

The annual return of your Company as on 31^st March, 2025, in
accordance with Section 92(3) of the Companies Act, 2013 read
with the Companies (Management and Administration) Rules,
2014, is available on your Company’s website at https://www.
ppapco.in/financials#annual_return

Meetings of the Board of Directors

The Board of Directors met five times during FY2025, the details
of which are given in the corporate governance report that forms
part of this annual report. The intervening gap between every two
meetings during the year under review were in compliance with the
period prescribed under the Companies Act, 2013 (“the Act”) and
the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”).

Directors and key managerial personnel

In accordance with the provisions of the Act and in terms of
Articles of Association of the Company, Mr. Abhishek Jain (DIN:
00137651), Director of the Company retires by rotation and being
eligible, offers himself for re-appointment at the 30^th AGM.

A brief profile and other details relating to re-appointment of
Mr. Abhishek Jain are provided in Notice convening AGM.

Declaration by independent directors

The Company has received declarations from all the independent
directors of the Company confirming that they meet with criteria of
independence as prescribed under Section 149(6) of the Act and
the Listing Regulations. Further, all the Independent Directors have
registered their names in the data bank maintained and managed
by Indian Institute of Corporate Affairs.

During the year, the Independent Directors of your Company had
no pecuniary relationship or transactions with your Company other
than sitting fees accrued to them for attending meetings of the
Board and its committee(s).

The terms and conditions of appointment of the Independent
Directors are placed on the website of the Company under the
link: https://www.ppapco.in/assets/pdf/policies/Template_for_

appointment_of_Independent_Director.pdf

Directors’ responsibility statement

In terms of and pursuant to Section 134(3)(c) of the Act, as
amended from time to time, in relation to the financial statements
for the year ended 31^st March, 2025, to the best of their knowledge
and belief your Directors confirm the following:

i. that in the preparation of annual accounts for the financial year
ended 31^st March, 2025, the applicable accounting standards
have been followed along with proper explanations relating to
material departures, if any;

ii. that the directors have selected such accounting policies and
applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a “true and fair
view” of the state of affairs of the Company as at 31^st March,
2025 and of the profit and loss of the Company for the financial
year ended 31^st March, 2025;

iii. that the 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;

iv. that the annual accounts for the financial year ended 31^st
March, 2025 have been prepared on a “going concern basis”;

v. that the internal financial controls are adequate and are
operating effectively; and

vi. that proper systems to ensure compliance with the provisions
of all applicable laws are adequate and operating effectively.

Compliance with secretarial standards

Your Company has complied with the applicable secretarial
standards issued by the Institute of Companies Secretaries of India
(SS-1 and SS-2) respectively relating to meetings of the Board and
its committees and general meetings.

Evaluation of the Board’s performance

Pursuant to the provisions of the Companies Act, 2013 and the
Listing Regulations, the Board of Directors has carried out annual
evaluation of its own performance, Directors, Chairman and its
committees. The manner in which the evaluation has been carried
out is given in the corporate governance report that forms part of
this annual report.

Nomination and remuneration policy

The remuneration paid to the Directors is in accordance with the
nomination and remuneration policy formulated in accordance with
Section 178 of the Act and Regulation 19 of the Listing Regulations
(including any statutory modification(s) or re-enactment(s) thereof
for the time being in force).

The salient aspects covered in the nomination and remuneration
policy have been given hereunder:

In accordance with the nomination and remuneration policy,
the nomination and remuneration committee has, inter alia, the
following responsibilities:

1. Ensure appropriate induction and training program: The
committee shall ensure that there is an appropriate induction
and training program in place for new Directors, Key
Managerial Personnel (KMPs) and Senior Management
Personnel (SMPs) and review its effectiveness.

2. Formulating the criteria for appointment as a Director: The
committee shall formulate criteria and review it on an ongoing
basis, for determining qualifications, skills, experience,
expertise, qualities, attributes, etc. required to be a Director of
the Company.

3. Identify persons who are qualified to be Directors ,
Independent Directors / KMPs / SMPs: The committee shal
identify persons who are qualified to become Directors ,
Independent Directors / KMPs / SMPs and who satisfy the
criteria laid down under the provisions of the Act, Rules made
thereunder, the Listing Regulations or any other enactment
for the time being in force.

4. Nominate candidates for Directorships subject to the approva
of the Board: The committee shall recommend to the Boarc
the appointment of potential candidates as Non-Executive
Director or Independent Director or Executive Director, as the
case may be.

5. Evaluate the performance of the Board: The committee shal
determine a process for evaluating the performance of the
Board, Director, Chairman and Committees of the Board, or
an annual basis.

6. Remuneration of Managing Director / Directors: The committee
shall ensure that the tenure of Executive Directors and thei
compensation packages are in accordance with applicable
laws and in line with the Company’s objectives, shareholders
interests and benchmarked with the industry.

7. Review performance and compensation of Independen
Directors: The committee shall review the performance o
Independent Directors of the Company. The committee
shall ensure that the Independent Directors may receive
remuneration by way of sitting fees for attending the meetings
of Board or committee(s), thereof provided that the amount o
such fees shall be subject to ceiling / limits as provided undei
the Act and Rules made thereunder or any other enactment
for the time being, in force.

8. Review performance and compensation of KMPs / SMPs
The committee shall ensure that the remuneration to be
paid to KMPs / SMPs shall be based on their experience
qualifications and expertise and governed by the limits, i
any, prescribed under the Companies Act, 2013 and Rules
made thereunder or any other enactment, for the time being
in force.

9. Directors’ and Officers’ Insurance: The committee shall ensure
that the insurance is taken by the Company on behalf of its
Directors, KMPs / SMPs either for indemnifying them agains
any liability or any other matter as may be deemed fit, the
premium paid on such insurance, shall not be treated as par
of the remuneration payable, to any such personnel.

10. Succession plans: The committee shall address and review
sufficiently in advance the succession plans in order to ensure
smooth transition and maintain an ideal balance of skills
experience and expertise on the Board.

11. Evaluation of Independent Director: For every appointment o
an independent director, the Nomination and Remuneration
Committee shall evaluate for the balancing the holistic
set of skills, knowledge, wisdom, and experience on the

Board. Based on such evaluation, prepare the role and
responsibilities, qualifications, and capabilities required of an
incoming independent director. The person recommended to
the Board for appointment as an independent director shall
have the capabilities identified in such description. To identify
suitable candidates, the Committee may:

a) use the services of an external agencies,

b) consider candidates from a wide range of backgrounds
having due regard to diversity and,

c) consider the time commitments of the candidates.
Employee Stock Option Scheme

PPAP Automotive Limited Employee Stock Option Plan 2022
(“ESOP Scheme”) was introduced by the Company to promote
success of the Company by rewarding and motivating the
employees, attract and retain talents, link interests of employees
with shareholders, foster ownership and reward for loyalty to
employees.

The ESOP Scheme has been implemented in accordance with the
provisions of the Act and Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations,
2021 (including any statutory modification(s) and/or reenactment(s)
thereof for the time being in force) (“SEBI SBEB Regulations”).
The Company has obtained a Certificate from the Secretarial
Auditors stating that the ESOP Scheme has been implemented in
accordance with the SEBI SBEB Regulations and in accordance
with the resolution of the Company passed in the annual general
meeting. The said Certificate will be made available for inspection
through electronic mode by writing to the Company at investors@
ppapco.com from the date of circulation of the AGM Notice till the
date of the AGM.

The applicable disclosures as stipulated under Regulation 14 of
SEBI SBEB Regulations with regard to Employees Stock Option
Plan of the Company are available on the website of the Company
at www.ppapco.com and web link for the same is https://www.
ppapco.in/financials#shareholders_meeting.

Particulars of employees

The information required under Section 197 of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (including
any statutory modification(s) or re-enactment(s) thereof for the time
being in force) in respect of Directors / employees of the Company,
annexed as ‘Annexure-A’ to this report.

Subsidiaries, joint ventures and associate companies

The Company has five wholly owned subsidiary companies and a
joint venture company.

During FY2025 the Company incorporated 3 wholly owned
subsidiary companies, namely Avinya Sealing Systems Limited,
Meraki Precision Tool Engineering Limited, Avinya Industrial
Products Limited w.e.f. 21^st February, 2025, 24^th March, 2025 and
29^th March, 2025 respectively.

ELPIS Automotives Private Limited (Formerly Elpis Components
Distributors Private Limited) and Avinya Batteries Limited (Formerly
PPAP Technology Limited) are also wholly owned subsidiary
companies of the Company.

The name of PPAP Technology Limited has been changed to
Avinya Batteries Limited w.e.f. 28^th March, 2025.

PPAP Tokai India Rubber Private Limited is a joint venture company
of the Company.

A statement containing the salient features of the financial
statements of subsidiary / associates / joint venture company,
as per Section 129(3) of the Companies Act, 2013, is part of the
consolidated financial statements. The audited financial statements
of the wholly owned subsidiary companies have been placed on
the website of the Company.

Corporate governance report

Your Company is committed to maintain high standards of corporate
governance and adhere to the corporate governance requirements
set out under the Listing Regulations. The Company constantly
strive to evolve and follow up on the corporate governance
guidelines and its best practices.

The compliance report on corporate governance and a certificate
from M/s NKJ & Associates, Company Secretaries, regarding
the compliance of the conditions of corporate governance, as
stipulated under Chapter IV of the Listing Regulations, is annexed
to this annual report.

Management discussion and analysis report

As required under Regulation 34(2) of the Listing Regulations, a
detailed management discussion and analysis report is annexed
to this annual report.

Business responsibility and sustainability report

The Company has provided Business responsibility and
sustainability report (BRSR) based on the National Guidelines on
Responsible Business Conduct describing initiatives undertaken
from an environmental, social and governance perspective.

Material changes and commitments affecting financial
position between end of the financial year and date of report

There has been no material change and commitment, affecting the
financial performance of the Company which occurred between the
end of the financial year of the Company to which the financial
statements relate and the date of this report.

Particulars of loans, guarantees and investments.

During the year under review, your Company has not given any loan
or guarantee which is covered under the provisions of Section 186
of the Act. However, details of investments made during the year,
are given under Note no. 7 of the standalone financial statements
of the Company.

Related party transactions

During FY2025, all contracts / transactions entered by your
Company with related parties under Section 188(1) of the Act were
in the ordinary course of business and on an arm’s length basis.
During FY2025, your Company has not entered into any contracts

/ arrangements / transactions with related parties which could be
considered ‘material’ in accordance with its policy on materiality of
related party transactions. Thus, there are no transactions required
to be reported in form AOC-2.

The details of the related party transactions as per Ind AS-24 are
set out in Note no. 40 to the standalone financial statements of the
Company.

Auditors and Auditor’s report

• Statutory auditors

M/s. TR Chadha & Co LLP (ICAI Firm Registration No. 006711N/
N500028), Chartered Accountants, New Delhi, has been appointed
as the statutory auditors of the Company at the 28^th AGM held on
15^th September, 2023, for the period of five years i.e. up to the
conclusion of the 32^nd AGM to be held in the year 2027. Pursuant
to section 139 and 141 of the Companies Act, 2013, read with the
Companies (Audit and Auditors) Rules 2014, M/s. TR Chadha & Co
LLP has furnished a certificate of their eligibility and consent as the
Auditors of the Company.

Statutory auditors’ report

The Auditors’ report does not contain any qualification,
reservation(s) or adverse remark(s). The notes on financial
statements referred to in the auditors’ report are self-explanatory
and do not call for further comments.

• Secretarial auditors

Pursuant to the provisions of Section 204 of the Act and rules
framed thereunder, M/s NKJ & Associates, Practicing Company
Secretaries were appointed as secretarial auditors of the Company
for FY2025.

The secretarial audit report for FY2025 in form MR-3 is attached as
‘Annexure- B’ to this report.

Further, pursuant to the Listing Regulations, and based on the
recommendation of the Board of Directors of the Company, it is
proposed to appoint M/s NKJ & Associates, a Peer Reviewed
Company Secretary in Whole-time Practice, (Membership No.:
FCS 5593 and Certificate of Practice No.: 5233), as the Secretarial
Auditor of the Company, to hold office for a term of 5 (five)
consecutive financial years i.e. to hold office from the conclusion
of 30^th AGM till conclusion of 35^th AGM to be eld in the year 2030.

Accordingly, an item for appointment of M/s NKJ & Associates
as the Secretarial Auditor of the Company is being placed at the
ensuing AGM for approval of the Members. Information about the
proposed appointment is given in the Notice of AGM which forms
part of this Annual Report.

Secretarial auditors’ report

The report of secretarial auditors, part of this annual report does not
contain any qualification(s), reservation(s) or adverse remark(s) or
disclaimer in the said report and do not call for further comments.

• Cost auditors

The Board of Directors, on recommendation of the audit committee,
appointed M/s Jangira & Associates, Cost Accountants, (Firm
Registration No. 103597) as cost auditors to audit the cost

accounts of the Company for FY2026 pursuant to the provisions
of section 148 of the Act. The remuneration payable to the cost
auditors is required to be ratified by the shareholders at the AGM.
Accordingly, resolution ratifying the remuneration payable to M/s
Jangira & Associates, Cost Accountants, (Firm Registration No.
103597) shall be placed for the approval of the shareholders at
the 30^th AGM.

The Company has maintained the necessary accounts and records
as specified by the Central Government under sub-section (1) of
Section 148 of the Act.

The Company had filed the cost audit report for FY2024 on 4^th
September, 2024, in compliance under the Companies (Cost
Records and Audit) Amendment Rules, 2014.

Reporting of frauds by auditors

During the year under review, the auditors of the Company have
not reported to the audit committee, under Section 143(12) of the
Act, any instances of fraud committed against the Company by its
officers and employees.

Corporate social responsibility

Your Company has been taking initiatives under Corporate Social
Responsibility (CSR) for the society at large. The Company has a
well-defined policy on CSR as per the requirement of Section 135
of the Act.

During the year, your Company thrives to constantly contribute
towards the betterment of the local community in which it operates
and the upliftment of the marginalised section of our society,
through “Vinay and Ajay Jain Foundation”, a registered trust for
focused implementation of CSR activities of the Company majorly
in the field of environment, education and health.

The CSR Policy is also available on the website of the Company
and can be accessed by web link https://www.ppapco.in/assets/
pdf/policies/Corporate_Social_Responsibility_Policy.pdf CSR

report, pursuant to Section 134(3)(o) of the Act and Rule 9 of
the Companies (Corporate Social Responsibility) Rules, 2014,
annexed as ‘Annexure- C’ to this report.

Internal financial control systems, its adequacy and risk
management

Internal Financial Control and Risk Management are integral to
the Company’s strategy and for the achievement of the long-term
goals. Our success as an organization depends on our ability to
identify and leverage the opportunities while managing the risks.

Your Company has effective internal controls and risk-mitigation
system, which is constantly assessed and strengthened with new/
revised standard operating procedures.

The internal auditors evaluate the efficacy and adequacy of the
internal control system, its compliance with operating systems
and policies of the Company at all the locations of the Company.
Based on the report of internal audit function, the process owners
undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and
corrective actions, thereon, are reported to the audit committee.

The Company’s internal control system commensurate with its
size, scale and complexities of operations. In the opinion of the
Board, the Company has robust internal financial controls which
are adequate and effective during the year under review.

The Company has a risk management policy for identification of
elements of risk, if any, which in the opinion of the Board may
threaten the existence of the company. The Company’s risk
management processes focus on ensuring that risks are identified
promptly, and mitigation action plan is formulated and executed
timely.

The Company endeavors to continually sharpen its risk
management systems and processes in line with a rapidly changing
business environment. During the year under review, there were no
risks which in the opinion of the Board threaten the existence of the
Company. However, some of the risks which may pose challenges
are set out in the Management Discussion and Analysis Report
which forms part of this Annual Report.

Policy on sexual harassment of women at workplace

The Company values the dignity of individuals and strives to provide
a safe and respectable work environment to all its employees. The
Company is committed to providing an environment, which is free
of discrimination, intimidation, and abuse.

Your Company has in place a policy on prevention of sexual
harassment at workplace. This policy is in line with the requirements
of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (“POSH Law”). While the POSH
law is only intended to protect women employees, the Company is
committed to providing a workplace free of Sexual Harassment for
all, and so Company policy on prevention of sexual harassment at
workplace applies uniformly in case of sexual harassment of any
person, irrespective of the gender of the parties.

The Company has constituted Internal Complaints Committees at
various locations as per requirement of the Sexual Harassment
of Women at the Workplace (Prevention, Prohibition & Redressal)
Act, 2013 for redressal of complaints relating to sexual harassment
against woman at workplace. Your Company has been conducting
awareness campaign across all its manufacturing units to
encourage its employees to be more responsible and alert while
discharging their duties.

During the year under review, the Company has not received any
complaint on sexual harassment.

Details of significant and material orders passed by the
regulators or courts or tribunals impacting the going concern
status and Company’s operations in future

No significant material orders have been passed during the year
under review by the regulators or courts or tribunals impacting the
going concern status and Company’s operations in future.

Whistle blower policy

Your Company is committed to highest standards of ethical, moral
and legal business conduct. Accordingly, the Board of Directors
have formulated whistle blower policy which is in compliance with

the provisions of Section 177(9) of the Act and Regulation 22 of the
Listing Regulations.

The whistle blower policy provides a vigil mechanism for the
Director / employee to report, without fear of victimization, any
unethical behavior, suspected or actual fraud, violation of the
code of conduct of the Company, etc. which are detrimental to the
organization’s interest and reputation. The mechanism protects
whistle blower from any kind of discrimination, harassment,
victimization or any other unfair employment practice.

The Directors and employees in appropriate or exceptional cases
have direct access to the Chairman of the audit committee. The
said policy is placed on the website of the Company at www.
ppapco.in.

Conservation of energy, technology absorption, foreign
exchange earnings and outgo

The information as required under Section 134(3)(m) of the Act read
with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating
to conservation of energy, technology absorption, foreign exchange
earnings and outgo, annexed as ‘Annexure- D’ to this report.

Other Disclosures

i. Details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016- Not applicable