Your Directors have pleasure in presenting the 65th Annual Report on the business and operations of the PTL Enterprises Ltd. (“the Company”), together with the audited financial statements for the financial year ended 31^st March 2026.

FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended 31^st March 2026 is summarised below:

OPERATIONS AND THE STATE OF COMPANY'S AFFAIR

The total income of your Company for the year ended 31st March 2026, amounted to Rs. 7,396.31 Lakhs as against Rs. 7,109.77 Lakhs during the previous year. It includes a rental lease income of Rs. 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 Rs. 4,616.93 Lakhs as against Rs. 3,629.51 Lakhs in the previous year. Accounts for the current year have been prepared based on Companies (Indian Accounting Standard) Rules, 2015 (IND AS).

DIVIDEND

Final Dividend

The Directors are pleased to recommend a final dividend of Re 1.00 per equity share of face value of Re. 1.00 each (100%), for the financial year 2025-2026. The payment of Dividend shall be subject to the approval of the shareholders at the ensuing Annual General Meeting (“AGM”) of the Company and shall be subject to the deduction of tax at source. The dividend, if approved, shall be payable to the members whose names appear in the Register of Members/beneficial owners as on the Record Date fixed for the purpose.

During the financial year 2025-2026, the Board of Directors of the Company, at its meeting held on 04.02.2026, declared payment of interim dividend Rs. 1.50 per share (150%) on 13,23,77,000 Equity Shares amounting to Rs. 1,985.66 Lakhs. The said interim dividend was paid to the eligible shareholders.

The Board has recommended the aforesaid final dividend based on the Company's Dividend Distribution Policy, which is available on the website of the Company.

TRANSFER TO RESERVE

As permitted under the provisions of the Companies Act 2013(“the Act”), the Board does not propose to transfer any amount to general reserve during the period under review.

CHANGE IN SHARE CAPITAL STRUCTURE

During the year under review, the issued, subscribed and paid-up Equity Share Capital of the Company was 13,23,77,000 equity shares of Re. 1.00 each. There was no change in the Capital Structure of the Company.

a. Issue of equity shares with differential rights

Your Company has not issued any equity shares with differential rights during the year under review.

b. Issue of sweat equity shares

Your Company has not issued any sweat equity shares during the year under review.

c. Issue of employee stock options

Your Company has not issued any employee stock options during the year under review.

d. Provision of money by the Company, for purchase of its own shares by employees or by trustees for the benefit of employees

Your Company has not made any provision of money for the purchase of its own shares by employees or by trustees, for the benefit of employees during the year under review.

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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (”SEBI Listing Regulations”) forms part of the Annual Report. The compliance report on Corporate Governance and a certificate from M/s. SCV & Co. 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 Regulations, is attached herewith as Annexure-1 which forms part of this integrated Annual Report.

BOARD OF DIRECTORS

(A) Changes in Directors and Key Managerial Personnel

During the year under review and between the period end of the F.Y. to the date of this report, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company;

Pursuant to the provisions of Section 152(6) of the Act, rules made thereunder and other applicable provisions, if any, and the Articles of Association of the Company, Mr. Harish Bahadur (DIN: 00032919), Director of the Company, being in the office for the longest term, will retire by rotation at the ensuing 65th Annual General Meeting, and being eligible, offers himself for re- appointment. As per the provisions of Regulation 17(1A) of SEBI Listing Regulations, a Special Resolution is required to be passed to appoint a person or continue the directorship of any person as a NonExecutive Director who has attained the age of 75 years and the statement annexed to the notice for such resolution shall indicate the justification for appointing such a person.

Mr. Harish Bahadur, who is presently of 74 years, will attain the age of 75 years during the F.Y 2026-27, accordingly, pursuant to Regulation 17(1A) of the SEBI Listing Regulations, the Board, on the recommendation of the Nomination and Remuneration Committee (“NRC”) has recommended his continuation as a Non-Executive

Director, subject to the approval of the Members by way of a Special Resolution..

Mr. Harish Bahadur is not disqualified under Section 164(1)&(2) of the Act. Further, he is not debarred from holding the office of Director pursuant to order of SEBI or any other authority.

Mr. B.K. Singh (DIN: 05329739) ceased to be the Independent Director of the Company upon completion of his second term of five year as an Independent Director on 10th August 2025.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise (including proficiency) and hold highest standards of integrity as required under the Act and the SEBI Listing Regulations

The following persons were the Key Managerial Personnel ('KMP') of the Company pursuant to Sections 2(51) and 203 of the Act as on 31st March, 2026:

Mr. Amarjeet Kumar - Chief Financial Officer

Mr. Anil Kumar Sriwastawa - The Manager (appointed under the Act)

Ms. Jyoti Upmanyu - Company Secretary and Compliance officer

(B) Declaration by Independent Directors

In terms with Section 149(7) of the Act, read with Regulation 25(8) of the SEBI Listing Regulations, Independent Directors of the Company have submitted declarations that they meet the criteria of Independence as provided in Section 149(6) of the Act, and also Regulation 16(1)(b) of the SEBI Listing Regulations. The Independent Directors have also complied with the Code for Independent Directors as per Schedule IV of the Act. All our Independent Directors are registered on the Independent Directors Databank.

(C) Formal Annual Evaluation

Pursuant to the provisions of the Act, and applicable Regulations of SEBI Listing Regulations, the Board is required to carry out annual evaluation of its own performance and that of its committees and individual Directors. The Nomination and Remuneration Committee (NRC), also carries out an evaluation of every Director's performance. Accordingly, the Board, Independent Directors and NRC of your Company have carried out the performance evaluation during the year under review.

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. Every Director has to fill the questionnaire related to the performance of the Board, its Committees and individual Directors except himself by rating the performance on each question on the scale of 1 to 5, 1 being Unacceptable and 5 being Exceptionally Good.

Based on the response to the questionnaire, a matrix reflecting the ratings was formulated and placed before the Board for formal annual evaluation by the Board of its own performance and that of its Committees and individual Directors. The Board was satisfied with the evaluation results.

(D) Separate Meeting of Independent Directors

In terms of requirements under Schedule IV of the Act, and Regulation 25(3) of SEBI Listing Regulations, a separate meeting of the Independent Directors was held on 13th March 2026.

The Independent Directors at the meeting, inter alia, reviewed the following: -

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

0 Performance of the Chairman of the Company, considering the views of Non-Executive Directors.

0 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.

(E) A statement regarding opinion of the Board with regard to Integrity, Expertise and Experience (Including the Proficiency) of the Independent Directors appointed during the year:

In the opinion of the Board, Independent Directors of the Company possess required integrity, expertise, proficiency and experience necessary to effectively discharge their duties and responsibilities.

(F) Nomination & Remuneration Policy

The Board, based on the recommendation of the Nomination & Remuneration Committee, laid down a Nomination & Remuneration Policy pursuant to sub section (3) of section 178 of the Act, for the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Management and their remuneration. The salient features of the policy are provided in the Corporate Governance Report forming part of this Annual Report.

The Nomination & Remuneration Policy of the Company is available on the website of the Company, and can be accessed at https://ptlenterprise.com/codes-and-policies.html

(G) Code of Conduct for Directors and Senior Management

The Company has formulated a Code of Conduct for Directors and Senior Management Personnel of the Company and the Company has received confirmations from the Directors and Senior Management Personnel regarding compliance with the said Code during the financial year under review. For further details, please refer the Corporate Governance Report forming part of this Annual Report.

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 to the date of this report.

CHANGE IN THE NATURE OF BUSINESS

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Regulation 34 (2) of the SEBI Listing Regulations, a detailed Management Discussion and Analysis Report forms part of this Annual Report.

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 became or ceased to be subsidiaries, joint ventures or Associate Company of the Company.

MATERIAL SUBSIDIARIES

Your Company has no material subsidiary as per Regulation 16 of the SEBI Listing Regulations.

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.

AUDITORS

In the Annual general meeting held on July, 14 2022, M/s SCV & Co. LLP (Firm Registration No 000235N/N500089), Chartered Accountants, were appointed as Statutory Auditors of the Company, for a period of five years till the conclusion of 66th Annual General Meeting,

The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

AUDITORS’ REPORT

The report furnished on financial statements of the Company for FY2025-2026 by M/s SCV & Co. LLP, Chartered Accountants, Statutory Auditors, forms part of this Annual Report. The comments on statement of accounts referred to in

the report of the Auditors are self-explanatory. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL AUDITOR

M/s RSMV & Co., Practicing Company Secretaries, were appointed as the Secretarial Auditors of the Company to undertake the Secretarial Audit for a term of five consecutive years commencing from FY 2025-26 upto FY 2029-30, by the Board at their meeting held on May 14, 2025 and was subsequently approved by the Members at the AGM held on August 1,2025.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Auditors, M/s RSMV & Co., Practicing Company Secretaries, has issued a Secretarial Audit Report for FY 2025-26. The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remark and is annexed herewith as Annexure-2.

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.

REPORTING OF FRAUDS BY AUDITORS

During the year under review neither Statutory Auditor nor the Secretarial Auditor of the Company had reported any matter under section 143(12) of the Act, any instances of fraud committed against the Company or by its officer or its employees. Therefore, no detail is required to be disclosed under the Act.

DISCLOSURE ON VIGIL MECHANISM

In pursuant to the provisions of Section 177(9) & (10) of the Act, read with Rule 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 25 of SEBI Listing Regulations and in order to ensure that the activities of the Director(s) and employee(s) are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the Company has established a robust Vigil Mechanism and a Whistle-Blower Policy to deal with unethical behavior, actual or suspected, malpractices, wrongful conduct, fraud, violation of Company's code of conduct without fear of reprisal. The details of the policy are explained in Corporate Governance Report and also posted on the website of the Company.

NUMBER OF MEETINGS OF THE BOARD

During the financial year, 4 (four) Board meetings were held and convened. The intervening gap between the meetings was within the period prescribed under the Act, and the SEBI Listing Regulations. The details of the Board meetings and Committee meetings held during FY 2025-2026, including the attendance of Directors thereat, are given in the Corporate Governance Report forming part of this Annual Report.

AUDIT COMMITTEE

The details of the Audit Committee including its composition and terms of reference are mentioned in the Corporate Governance Report forming part of the Annual Report.

The Board, during the year under review, had accepted all recommendations made to it by the Audit Committee. COMMITTEES OF BOARD

As on 31st March 2026, pursuant to the requirement of the Act and SEBI Listing Regulations the Board of Directors has constituted various Committees of Board namely Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, Corporate Social Responsibility Committee, Business Responsibility and Sustainability Committee ("BRSR") and Committee of Directors (Investments and Loans). The details of composition and terms of reference of these Committees are provided in the Corporate Governance Report, which forms part of this Annual Report.

RISK MANAGEMENT

The Company has an adequate risk assessment and management process in place to identify and notify the Board about the risks or opportunities that could have an adverse impact on the Company's operations or that could be exploited to maximize the gains. The Company has constituted a Risk Management Committee (“RMC”) of the Board. The RMC has formulated a Risk Management Policy that is intended to ensure that an effective Risk Management framework is established and implemented within the Company. The Company's approach to addressing business risks is comprehensive, and the RMC periodically reviews such risks, evaluate their impact, and develops mitigation plans. A framework for controls and a reporting mechanism of risks are in place.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE AND INITIATIVES

The Company has adopted a Corporate Social Responsibility (“CSR”) Policy in accordance with the provisions of Section 135 of the Act. The Company's CSR activities are aligned with National Development Goals and globally with the Sustainable Development Goals [SDGs]. All the CSR activities of the company are implemented through Apollo Tyres Foundation (a registered trust), under the monitoring and guidance of the CSR committee.

In addition, under its local initiatives, the Company continued to support the maintenance of Cochin Science Park, watershed management initiatives (Eco restoration of Ponds), solid waste management project and livelihood projects for rubber tapper community among others.

The Annual Report on CSR Activities for FY 2025-26, pursuant to requirements of Section 134(3)(o) of the Act and Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 forms part of this Report as Annexure-3.

The CSR Policy of the Company is available on the website of the Company at https://ptlenterprise.com/pdf/CSR-POLICY.pdf

BUSINESS RESPONSIBILITY AND SUSTAINABILITY COMMITTEE

The Company had constituted BRSR Committee at its Board meeting held on August 5, 2020 based on market capitalization criteria.

Since financial year ending 2022 onwards, the Company's Market Capitalization has not been ranked among 1000 Top Listed Entity. Consequently, PTL has remained outside the prescribed threshold for a period of three consecutive years in terms of applicable regulations. Accordingly, the Company would not be required to annex Business Responsibility and Sustainability Report for the financial year ending March 31,2026.

In view of the above, the functions of the BRSR Committee have become redundant. Accordingly, the Board approved the dissolution of the BRSR Committee with effect from May 14, 2026.

PARTICULARS WITH RESPECT TO 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 - 4 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.

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-5 which forms part of this Integrated Annual Report and the detailed policy can be referred on the website of the Company i.e. www.ptlenterprise.com. The Nomination & 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.

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

operations of its own, consequently the particulars prescribed 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 and research & development are not applicable to the Company. During the reporting period, there was no foreign exchange earnings or foreign exchange 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 financial 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 controls are supported by internal audit management review and documented policies, guidelines and procedure. 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 periodically reviews and evaluates the adequacy and effectiveness of the Internal Financial Control framework.

INDUSTRIAL RELATIONS

During the year, your Company continued to maintain harmonious and cordial industrial relations within the organization. ANNUALRETURN

As per Section 134(3)(a) of the Act, the Annual Return referred to in Section 92(3) of the Act, is available on the Company's website in the investors section i.e. https://www.ptlenterprise.com.

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

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. Details of investments made by the Company during the year are disclosed in the notes to the financial statements forming part of this Annual Report.

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

All related party 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 and did not attract the provisions of Section 188 of the Act. During the year, the Company did not enter into related party transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Appropriate disclosures as required by the Indian Accounting Standards have been made in the notes to the financial statements. The policy on related party transactions as approved by the Board is uploaded on the Company's website.

The Company has an existing lease rental agreement with Apollo Tyres Ltd. The disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2, forms part of this integrated Annual Report as Annexure-6.

Members are requested to refer to the notes to the financial statements for disclosures relating to related party transactions in accordance with Ind AS 24 - Related Party Disclosures.

STATUS OF LISTING

The Company's shares are listed at BSE Limited& National Stock Exchange. The Company has paid the listing fees to the Stock Exchange for the year 2025-26.

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

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

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.

MATERNITY BENEFITS ACT, 1961

The Company is compliant with the provisions relating to the Maternity Benefits Act, 1961.

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

The Company is committed to providing a work environment that is free from discrimination, harassment and retaliation.

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 awareness and to promote a safe & respectful workplace.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company from time to time conducted, the awareness sessions on prevention of sexual harassment at workplace for

its employees.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required by Section 134(3)(c) of the Act, your Directors state that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) the Directors 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 the end of financial year and of the profit and loss of the Company for that period;

c) the Directors 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.

d) the Directors had prepared the Annual Accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

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

STATUTORY DISCLOSURES

During the year under review, no application was made and no proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016.

Further, the Company has not entered into any settlement with any bank or financial institution during the year under review.

ACKNOWLEDGEMENTS

Your Company's organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as optimum utilization of the Company's resources for sustainable and profitable growth.

Your Directors extend sincere gratitude to the Central Government, State Government of Kerala and all other governmental bodies for their continued co-operation, assistance and encouragement. We wish to place on record our appreciation to business partners, members, bankers and other stakeholders for their continued support during the year under review. We place on record our appreciation to all employees for their hard work, dedication, and contributions to the ongoing growth of the Company.