Your Directors have the pleasure in presenting their 3 I si Annual Report together with
Audited Accounts of the Company for the year ended 31^5t March 2025.

FINANCIAL RESULTS:

Iks. In lacs)

n REVIEW (JF l I IF OPERA! IONS
a) Sugar Mill

Sugar Mill commenced crushing operations for the season 2024-25 on 18-11-2023 and
closed on 26-03-2025. Hie comparative operational results over the last two seasons are ay
follows'

During the season, the mill operated for 126 days and crushed 54.21 lac quintals of sugar
cane. The Sugar Mill has produced 533730 quintals of Sugar at an average recovery of
9.80%, The mill also produced 232981 quintals of molasses at an average recovery of 4.28

The Sugar unit of the company has achieved turnover &Ý other income of Its. 25419.70
lacs ;

b) Distillery

The Distillery urtiL has achieved a turnover &. other income of Rs.63861.OS lacs and
production details are as under:

i) Country liqour

The Distillery has produced 6603074 cases of Malta & Marshal under the Country Liquor category
during the year 2024-25.

The brands of the distillery i.e. Malta 50 Degree proof & other brands continue U> be well
accepted by the people and have become popular brand in the Stale of Haryana.

ii) hutiaii Made Foreign Liquor (l\1FL)

The Company has produced 142495 cases of Indri (Single Mall Whisky)* 10916 cases of
Camikara Rum and 89740 cases of Whistler whisky under the Indian Made Foreign
Liquor (1MFL) category. The company is under process of making more Indian made
foreign liquor (IMhL) products brands.

The company has received overwhelming response for Indri (Single Mall Whisky) from &
Camikara Rum from international markets also.

c) Mall Plant

The 10 Kilo Liters per Day Malt Plant to produce Malt Spirit made from Barley is running

perfectly. The quality of Malt Spirit produced thereat is of very high standards. The unit
has produced 3335192.69 bulk liters of Malt Spirit during the year 2024-25.

(1) Flhanol

During the yeaT the company has produced 3738283 bulk liters of Ethanol from
Grain/LNA which has been supplied to various oil manufacturing companies.

2. St VM> tl OMv KKSL IIS:

Your Directors aTe pleased to state that the year under review ended with Lhe total income
oT the Company on standalone basis at Rs. 89280.78 lacs with a ProJU before fax (PBT)
of Rs. 14415.72 lacs against the income of Rs 82894.14 lacs and Profit before Tax of Rs.
14813.36 lacs in the previous year. Your Company is continuously putting efforts to
increase margins by increasing sales on high margin products and product mix
optimization. This has resulted in better margins in the sale of products in the distillery
division.

3. C OYSQI. I DATED FlNANCl tlSTATI.MI-MS

The Consolidated linancial statements of the company for the year ended on 31^st March
2025 comprises the Standalone Financial Statements of company and its associates
(together referred to as “the group")

The Consolidated revenue of the company during Lhe year under review was Rs. 89280.77 lacs
with a Profit before lax of Rs. [4220.23 lacs against revenue of Rs. 82894.14 lacs and pm fit
before tax ofRs. 14637.37 lacs in the previous year.

4. DIV1DEND

The Board of Directors of’ your company, alter considering ongoing new projects &
expansion plans has decided lhal it would be prudent to conserve the funds for the
ambitious plans.

Board has decided not to recommend any dividend for the financial year under review.

5. EXPANSION PLAINS

Your company has subscribed 4,00,000 ordinary Shares of GRP 1 during the year and is
holding entire Share capital 2142001 ordinary Shares in M/s Portavadie Distillers &
Blenders Limited at United Kingdom to establish a distillery In Scotland to make an entry
in distillery segment of foreign markets.

Your company is establishing a distillery of 210 KLPD in the slate of Clihailisgarh. Land
has already been purchased. Change of land use has already been obtained. The civil work
& erection of plant & machinery is nearing completion .The trial runs of the plant shall be
as per Schedule.

6. SHARE CAPITAL

The paid up Equity Share Capital as at March 31,2025 stood at Rs 94.33 Crete consisting
of 94339280 equity Shares of Rs. 10/- each . During the year under review, the company
has not issued Shares or convertible securities or Shares with differential voting rights nor
has granted any slock options or sweat equity or warrants.

During the year company has issued 672041 Convertible warrants (a; 744 - per warrant.
Warrants are converted into 672041 Equity Shares on 12/06/2025 upon receiving the lull
payment The company has made Listing application to the Exchanges. Listing Approval
from the BSE Limited has already been received on 04.07.2025 and approval ol'NSE
Limited is under consideration.

The company has also issued 2849448 Compulsory Convertible Debentures^) 744/- per
debenture having coupon rale of interest 10 %. Each Debenture will be converted into one
equity share upon exercising the option to convert by the Debenture Holders with in a
period of one year from the date of allotment i.e. on or beloie 09/09/2025.

During the year company has issued 636943 Convertible warrants @ 785/ - per warrant Each
warrant is converted into One Equity Share on 19/12/2024.

During the year company has got the approval from the shareholders of the company for
the issuance oJ 991479 Equity shares to the employees of the company under "Piceadily
Agro Industries Limited Employees Stock Option Scheme -2024.” Company has already
granted 235045 stock options to the employees.

7. SUBSIDjARVyASSOGl \TE COMPANY

The Company has Two subsidiaries as per following details:

Associate Company

The Company has one associate at the end of the financial year i.e. M 's. Piccudily Sugar
and Allied Industries Limited.

Pursuant Lo provisions of Section 129 and other applicable provisions oT the Act Fead with
Rules made there under, the performance and financial position of the
Subsidiaries/associate company are annexed in Form A0C-1 and marked as ^Amie^ure-
C” lo the Annual Financial Statements.

8-UI RECTORS & KEY MANAGERIAL PERSONNEL

(a) Independent Directors

All the Independent Directors (IDs) have provided declaration u/s 149(6) of the Act and
Regulation 16(1) of the SERI (LODR) Regulations, 2015, confirming that they meet the
criteria of independence as laid down under the said Section/ Regulation. The Directors
also conliim that they are not disqualified lo be appointed as Directors and they have not
been debarred by SEB1 lo hold the office of Director.

(h) Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles
oT Association of the Company, Mr. Dharmendra Kumar Balra (Din no. 07947018)
Director of the Company retires by rotation at the ensuing Annual General Meeting and
being eligible for re-appointment.

(c) Appoint men t/Re-appointment/ Cessation of Directors

Mr. llarvinder Singh Chopra (Din no. 00129891) re-appointed as Managing Director of
the Company w.e.f. 02^nJ August, 2025 for a period of one year fill 01/08/2026 subject to
the approval of shareholders in the forthcoming Annual General Meeting.

Mr. Dharmendra Kumar Batra (Din no. 07947018) re-appointed as Whtrie-lime Director
of the Company w.e.f. 29¹*¹ June, 2025 for a period of one year till 28^th June 2026 subject
to the approval of shareholders in the forthcoming Annual General Meeting.

(d) Number of meetings of Board of Directors

During the year under review 12 (Twelve) meetings oT the Board of Directors were held to
transact the business of the company. The time gap between the lwo consecutive meetings
w^ras not exceeding 120 days. Details oT the Board meetings including attendance of
Directors at these meetings are provided in the Corporate Governance Report annexed to
this report.

(e) Board Evaluation

The Board of Directors has carried ouL an annual evaluation oT its own performance,
Board Committees and individual Directors pursuant to the provisions of the Act and the

Corporate Governance requirements as prescribed by Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements), Regulations 2015 (‘“SEBI
Listing Regulations”).

The performance of the Board and Committees thereof was evaluated on the basis of the
criteria such as the composition and structure, effectiveness of processes, information,
involvement of the Members and functioning etc. The Board reviewed the performance of
the individual Directors on the basis of the criteria such as the contribution of the
individual Director to the Board and Committee meetings like preparedness on the issues
to be discussed, meaningful and constructive discussion and inputs in meetings, etc.

In a separate meeting of Independent Directors, the performance of Non-Independent
Directors, the performance of the Board as a whole was evaluated. Performance evaluation
of Independent Directors was done by the entire Board, excluding the Independent
Director being evaluated.

The review concluded by affirming that Lhe Board as a whole, the Committees of the
Board as well as all of its Members, individually, continued to display commitment to
good governance, ensuring a constant improvement of processes and procedures, it was
further acknowledged that every individual Member of the Board and the Committee
thereof contribute its best in the overall growth of the organization.

(fj Details of familiarization Programme

The details of the programme for familiarization of independent directors with the
company, their roles, rights, responsibilities iti Lhe company, nature of industry in which
the company operates and related matters are posted on the website of [he company at
www.piccadily.ctjm.

(g) Corn milieus of Board

Pursuant to requirement under Companies Act ,2013 & Listing Regulations the Board has
constituted the following committees :

a) Audit Committee

b) Stakeholder Relationship Committee.

e) Nomination & Remuneration Committee

d) Corporate Social Responsibility Committee.

e) Risk management committee

The details of committees viz composition, number of meetings held & attendance of
committee members in the meeting are given in Corporate Governance Report forming
part of Annual Report.

(h) Key Managerial Personnel

During the financial year ended March 31, 2025 [he following persons are the Whole
l ime Key Managerial Personnel (KMP) of Lhe Company in term of provision of section
203 of the Companies Act, 2013.

9. REPORTING OF FRAUD

There was no instance of fraud during ihe year under review, which required the Statutory Auditors In
report lo ihe Audit Com mi l Lee and/or board under see lion 143 (12) oT act and rules framed there under.

10 STATE OF A FFAIRS OF IHE COMPANY

The stale of a Hairs of the company is presented as pari of Management Discussion and Analysis
Report in a separate section forming part of this report, as required under the
SFBJ (Listing Obligations and Disclosure Requirements) Regulations,2015.

1_L MATERIAL CHANGES ft COMMITMENT AFFECTING THE FINANCIAL
POSITION OFTHE COMPANY

There are no material changes affecting ihe financial position of ihe company subsequent lo the close
of ihe financial year 2024-25 till the date of report

12. SIGNIFICANT & MATERIAL ORDERS PASSED BY I HE REGULATORS OR
COURTS ORTR1 BUNA LS

There are no significant material orders passed by ihe regulators or Courts orTrihunal which would
impact the going concern status of the company and its future operation. However, Members
uLlention is drawn lo the slaLement on Contingent Liabilities and commitments in the notes forming
pari o f the fi nanci al slateme n l.

13. DEPOSITS

Your company has not accepted any deposits from the public during Lheyear. f urther there is nol any
non-comp I ianceofChapLer 5 ofCompaniesAcl20l 3 and rules framed thereunder.

14. RISK MANAGEMENT

Your company carries out a periodical exercise lo identify various risks involved in the business &
operations of ihe company. After identification, such risks are assessed for the degree of risks
involved and accordingly sLeps are taken Lo mitigate ihose risks. The objective of such exercise is lo
miligaLe the probable adverse impact on business operations and thus enhance the com pel i liveness.
The risk assessment process of the company defines the risk management approach al all levels
across the organization including determination of the degree of ns ks and proper steps to be taken to
avoid the probable harm. The Board is updated periodically on ihe risks identified and steps taken for
mitigating them ihe company has already formulaled policy and committee forlhul purpose.

IS- LISTING WITH STOCK EXCHANGE

The Company^Tsshare continues to be listed til the BSE Limited (BSE). During the year Equity shares
of the company are also listed on National Slock Exchange Limited (NSE). The Annual Listing fee
for the financial year 2025-26 has already been paid.

16. REMUNERATION POLICY

The Company has adopted a Remuneration Policy for executive and non-exec alive directors and
persons who are appointed in Senior Management and Key Managerial positions and to determine
their remuneration. The remuneration policy isplaced on the Company's website.

Disclosure of the ralio oT the remuneration oT each director to the median employees remuneration
and other requisite details pursuant to section 197(12) oT [he Aet read with Rule 5(t) of the
Com pan ies (Appui n Im en t and Rem unera lion o f Ma n ageri al personne 3 R u I es 2 01 4, is annexed to th is
Report as Annexure F.

f urther, parlieulars of employees pursuant to Rule 5(2) Si (3) ijf the above Rules, form pari of this
Report. However, in terms of pro visions of Section 136 oflhe Act. the Report and Accounts are being
senl to ihe Members oF the Company and others entitled thereto, excluding the said parlieulars of
employees. The said information is available for inspection al the Registered Office of the Company
during business hours on working days up to the ensuing AGM. Any Member interested in obtaining
such particulars may wrile lo the Company Secretary.

17. AUDiTORS ife AUDIT REPORT
a. Statutory Auditors

M/s Jain & Associates, the Statutory Auditors of the company were appointed by the members at the
28th Annual General meeLing of the company for an inilial term of 5 years i.e. from the conclusion of
28lh Annual General Meeting till the conclusion of 33rd Annual General meeting oflhe company
pursuant to section 139 of the Companies Act 2013. They have confirmed that they are not
disqualified from continuing as Audi tors oflhe company.

The Auditors Report does not contain any qualification, reservation or adverse remark. The Noles on
Financial statements referred to in the Auditors report are self-explanatory and do not call any further
comm en Is.

h. Secretarial Auditors

'Hie Board has, subject to the approval of the Shareholders, approved the appointment of P Chadha &
Assv>ciates {Peer Review Certificate No. 1671 /2G22). Practicing Company Secretaries, as Secretarial
Auditor of the Company fora lerm of five consec alive years commencing from financial year 2025¬
2026 to financial year 2029-2030.

The Secretarial Audit Report for the financial year ended March 31,2025 is attached as Annexurc I
ofthis Report.

The Auditors Report does not contain any qualification, reservation or adverse remark.

c. CostAuditors

The Board of Directors upon recommendation ol’ the Audit committee appointed Mr. Sanieev K.
Bansal, Cost Accountant as the Cost Auditor of Lhe company to conduct cost audit for its Sugar &
Distillery unit for the financial year 2025-26.M/s Sanjeev K, Bansal & Associates, Cost Accountants,
firm Registration no. 103128 hat submitted a certificate of eligibility for appointment.

The Cost Audit Report for the financial year ended March 31,2024 was filed with the appropriate
authorities within Lhe prescribed lime.

18. AMOUNTS PRO POSED TO BE CARRIED TO RESERVES

Particulars of the amounts proposed to be carried to reserves have been covered as part oT the
financial performance of the company.

EL CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARN 1NCS AN D OUTGO:

As nequi red under S ecli on 13 4 (3 )(m ) o f the Compan les Ac l 2013 rend withnjle8oflhe Compan les
(Accounts) Rules 2014, the information relating to the conservation of the energy, technology
absorption and foreign exchange earnings and outgo, is annexed and forms part of the report as per
"Aimexure-B".

20. RELATED PA RTYTRANS ACTIONS

The Board has framed a Policy on related party transactions and placed the same on the Company's
website.

The relatedparLy transactions between the Company and the Directors, Key Management Personnel,
the subsidiaries, or the relatives have been disclosed in Lhe financial stale men Is in Notes to Financial
Statements and compliance of Section 188( I )oflheAct have been duly made wherever applicable.

Details of material contracts or arrangements at arms length basis are at Anncxuro -D,

21. PARTIC Li LARS OF LOANS.CU ARANTEES OR INVESTMENTS

Details of Loans, Guarantees and investments covered under the provisions of Section 18(5 of the
Companies Act,2013 are given in the notes to the Financial Statements, and however there is no
transact] on during the year.

22 A NTBRNAL CONTROLS

l he Company has over the years evolved effective systems and procedures to ensure internal
financial controls in ailils establishments to ensure orderly and efficient conduct of its business,
including adherence to Company's policies, safeguarding of assets, prevention and detection of
frauds and errors, accuracy and completeness oi’lhe accounting records, and timely preparation of
reliable financial information.

4 he Audit Committee evaluates the internal financial control system periodically.

An effective communicalion/reporting system operates between the Units and Corporate Office lo
keep various establishments a breast of regulatory changes and ensure compliances.

23. CHANGE INTHE NATL RE OF BLSINESS

During the year under review, there haw been no change in the nature of business of the company.

24. EXTRACT OF A.N NLAL REILKN

A copy oT Annua I Return for the year 2023-24, is available on the Company's website
www.picc ad ily.com

The Annual Return for the year 2024-25 will be uploaded after filing with the Registrar of Companies
in due course.

25. CORPORATE SOCIAL RESPONSIBILITY (CflRI COMMUTE E-CSR REPORT

(CSR) Policy has been posted on the website at www.piccadily.com. In compliance with the
disclosure about CSR Policy Rules, 2014. During the year under review, the Company was required
to spend Rs. 1.29,90,014/-on CSR activities. The Company has spent Rs. 1.40,09.002/-The amounts
have been spent on Promoting health care including preventive health care (Blood donation camp &
Medicines). Promoting education, including special education and employment enhancing
vocational skills especially among chi Idren, women, elderly and Lhe differently ab led and livelihood
enhancement projects (Donation of bicycles & Shoes to school going children & w^rater Coolers)
Conservation oTnatural resources and maintaining, quality ofsoi I, air & water.

The detailed report as per Section 135 of Lhe Companies Act, 2013 read with the Companies (CSR
Policy) Rules, 2014 has been attached as Anncxurc E.

26. ENVi RONMEN 1/POLtA' I ION CONTROL. HEALTH ANU SAFETY:

A clean environment and safe operations has always been top priority of the management. Safety of
all employees, compliances of environmental regulations and preservation oT natural resources are
regularly monitored. The effluent and emissions from the plants are regularly monitored and treated.
The company has also installed Zero Liquid Discharge (ZLD) facilities.

27. MANAGEMENT DISCUSSION AND ANALYSIS & CORPORATE GOVERNANCE &
POLICIES

Pursuant to regulation 34 (3) of SEB1 (Listing obligation and disclosure requirements)
2015 .Management discussion and Analysis. Corporate Governance Report and Auditors certificate
regarding compliance of conditions of corporate governance are made part of the Annual Report as
per^1f A nne\ ure-C ”.

Your hoard has in accordance with Lhe requirements of Companies Act 2013 & SEBJ (Listing
obligation and disclosures requirement) 2015 has adopLed policies such as Related Party Transaction.
Corporate Social Responsibility Policy. Whistle Blower, Vigil Mechanism policy etc. These policies
are available on the website oTlhe company and can be viewed on www.picciidilv.com.

Your board has in accordance with the requirements of Companies Act 201 3 & SEBI (Listing
obligation and disclosure requirements) 2015. has formed Nomination & Remuneration Committee.
Corporate Social Responsibility Committee, Audit Committee & Stakeholders relationship
Committee and Risk Management Committee is given in "AnnexurC-G".

28. vk;il mechanism

The Company has formulated and implemented the Whistle Blower Policy/Vigil
Mechanism. This has provided a mechanism for directors and employees of the Company
and other persons dealing with the Company to report to the Chairman of the Audit
Committee, any instance of unethical behavior, actual or suspected fraud or violation of
the Company’s code of conduct. The aforesaid policy has also been uploaded on the
Company’s website.

29. INSURANCE

The Company has taken adequate Insurance policies for its assets against the possible
risks like fire, flood, public liability, marine etc.

30. POLICY ON SKXLAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSED ACT 2013)

Pursuant to the “Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013”, the Company has constituted Internal Complaints Committees at
all its workplaces. There has been no complaint reported in this regard to any of the
Committees.

A statement with respect to the status of compliance with the provisions relating to the
Maternity Benefit Act, 1961 -NIL

31. EMPLOYEES AND INDUSTRIAL RELATIONS

The Company continued to maintain harmonious and cordial relations with its workmen
in all its establishments.

Further, particulars of employees pursuant to Rule 5(2) & (3) of the above Rules, form
part of this Report. However, in terms of provisions of Section 136 of the Act, the Report
and Accounts arc being sent to all the Members of the Company and others entitled
thereto, excluding the said particulars of employees. The said information is available for
inspection at the Registered Office of the Company during business hours on working
days up to the ensuing AGM. Any Member interested in obtaining such particulars may
write to the Company Secretary.

32. DIRECTOR’S RESPONSIBILITY STATEMENT

As required under section 134 (3) (c) and section 134(5) of the Companies Act 2013,
Directors state that:

a) sound accounting policies have been selected and applied consistently and the
judgments and estimates made 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 and
of the profit of the Company for the year;

b) proper and sufficient care has been taken 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;

c) the Annual Accounts have been prepared on a going concern basis.

d) proper internal financial controls have been laid to be followed by the Company

and such internal financial controls are adequate and were operating effectively;
and

e) proper systems have been devised to ensure compliance with the provisions of all
applicable laws and such systems were adequate and operating effectively.

33. SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial Standards issued by the Institute of
Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-l land
General Meetings (SS-2).

34. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by any regulatory authority or courts
or tribunals impacting the going concern status and the Company’s operations in future.

35. OTHER DISCLOSURES

1. There is no application made or proceedings pending under the Insolvency and
Bankruptcy Code. 2016 during the financial year 2024-2025.

2. There was no instance of one-time settlement with any Bank or Financial Institution.

36. APPRECIATION

The Directors acknowledge the cooperation, assistance and support extended by Central
Government, State Governments, Banks. Financial Institutions, Dealers. Sugarcane
farmers. Society at large, Vendors and valued shareholders of the Company. The
Directors also to place on record their appreciation for the all-round co-operation and
contribution made by the employees at all levels.

For Piccadily Agro Industries Limited

Date: 12.08.2025 Sd/- Sd/-

Place :Gurugram (Dharmender Kumar Batra) (Harvinder Singh Chopra)

Wholetime Director Chairman & Managing Director

DIN No. 07947018 DIN No. 00129891