2. COMPANY'S FINANCIAL PERFORMANCE AND
OUTLOOK

During the Financial Year under review, on a standalone
basis, the total revenue for FY 2025-26 stood at
'57,754.77 Lakhs, lower than 5.63% over the previous
year's revenue of ' 61,200.09 Lakhs in FY 2024-25. The
profit after tax ("PAT") attributable to the shareholders
for FY 2025-26 was ' 578.39 Lakhs, registering a
decline of 21.38% over the previous year's PAT of '
735.75 Lakhs in FY 2024-25.

The decline in profitability is primarily attributable
to a reduction in revenue compared to the previous
year, coupled with the impact of exceptional items
recognized in the Statement of Profit and Loss, relating
to the impairment of the Company's investment in
MFT Motoren und Fahrzeugtechnik GmbH, Germany -
a step down subsidiary of the Company - following its
liquidation.

Outlook of the business has been discussed in detail in
the Management Discussion and Analysis which forms
part of this Annual Report.

3. CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change
in the business of the Company.

4. TRANSFER TO RESERVES

During the year under review, the Company has not
transferred any amounts to the General Reserve.
For complete details on movement in Reserves and
Surplus during the financial year ended March 31,
2026, please refer to the Note No. 11 pertaining

to 'Statement of Changes in Equity' included in the
standalone and consolidated financial statements of
this Annual report.

5. DIVIDEND

Your Board is pleased to recommend a final dividend of
' 1/- per equity share of ' 10/- each for the Financial
Year ended March 31, 2026. The dividend is subject to
approval from the members at the ensuing 34^th Annual
General Meeting and shall be subject to deduction of
Income Tax at Source. If the dividend so recommended is
declared by the members at the ensuing Annual General
Meeting, the total cash outflow towards dividend would
be ' 949.86/- Lakhs.

In accordance with Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 as amended from time to time ("SEBI Listing
Regulations") the Company has formulated a Dividend
Distribution Policy. The Dividend Distribution Policy
of the Company is also hosted on the website of the
Company atPCL - Dividend Distribution Policy.

6. SHARE CAPITAL

The Authorized Share Capital of your Company as on
March 31, 2026, stood at ' 10,000.00 Lakhs divided into
10,00,00,000 equity shares of 10/- each. The issued,
subscribed and paid-up equity share capital of the
Company is ' 9,498.58 Lakhs divided into 9,49,85,835
Equity Shares of ' 10/- each. The Company has not
allotted any Equity Shares under the exercise of stock
options under Precision Camshafts Limited Employee
Stock Option Scheme 2015 ("PCL ESOS 2015").

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company has an
optimum combination of Executive and Non-Executive
Independent Directors with rich professional experience
and background. As on March 31, 2026, the Company's
Board Consists of 9 Directors as follows:

Pursuant to the provisions of Section 203 of the
Companies Act, 2013 ("the Act"), the Key Managerial
Personnel ("KMP") of the Company as on March 31,
2026, are as mentioned below:-

Changes in the composition of the Board of Directors
of the Company during the Financial Year under
review:

The composition of the Board of Directors of the
Company remained unchanged during the Financial
Year under review.

Changes in Key Managerial Personnel of the Company
during the Financial Year under review:

No change in Key Managerial Personnel of the Company
during the Financial Year under review.

8. DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the
Independent Directors of the Company confirming that
they meet the criterion of Independence as prescribed
under Section 149 (6) of the Act and Regulation 16 (1)
(b) of SEBI Listing Regulations.

In terms of Regulation 25(8) of the SEBI Listing
Regulations, the Independent Directors have confirmed
that they are not aware of any circumstances or situation,

which exists or may be reasonably anticipated, that
could impair or impact their ability to discharge their
duties with an objective independent judgement and
without any external influence.

The Independent Directors have complied with the
Code for Independent Directors prescribed in Schedule
IV to the Function as well as the Code of Conduct for
Directors and Senior Management Personnel.

During the year under review, Independent Directors
of the Company had no pecuniary relationship or
transactions with the Company, other than commission
and reimbursement of expenses incurred by them for the
purpose of attending meetings of the Board of Director
and its Committee. The details of remunerations and/
or other benefits of the Independent Directors are
mentioned in the Corporate Governance Report.

9. 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, all the Independent Directors
fulfil the said conditions as mentioned in Section 149(6)
of the Act and SEBI LODR and are independent of
the Management and possess the requisite integrity,
expertise, experience and proficiency required to fulfill
their duties as Independent Directors.

10. BOARD MEETINGS

The Board meets at regular intervals to discuss and
decide on Company / business policy and strategy
apart from other Board business. Notice of the Board
meeting is given well in advance to all the Directors. The
Agenda of the Board / Committee meetings is set by the
Company Secretary in consultation with the Chairperson
and Managing Director and Chief Financial Officer of the
Company. The Agenda for the Board and Committee
meetings covers items set out as per regulations in SEBI
LODR and Act to the extent it is relevant and applicable.
The Agenda for the Board and Committee meetings
includes detailed notes on the items to be discussed at
the meeting to enable the Directors to take an informed
decision.

During the year under review, 4 (Four) Board Meetings
were convened and held on May 27, 2025; August 11,
2025; November 11, 2025 and February 11, 2026
respectively.

The maximum interval between any two meetings was
well within the maximum allowed gap of 120 days.

11. MEETING OF INDEPENDENT DIRECTORS

In compliance with the provisions of Schedule IV of the
Act and Regulation 25(3) of SEBI Listing Regulations, a
meeting of Independent Directors was held on March
23, 2026, to review the performance as per Regulation
25(4) of SEBI Listing Regulations and Schedule IV of the
Act.

The Independent Directors expressed their satisfaction
with the quality, quantity and timeliness of the flow of
information between the Company Management and
the Board. All Independent Directors were present at
the meeting.

12. COMMITTEES OF BOARD

Details of all the Committees along with their charters,
compositions and meetings held during the year are
provided in the report on Corporate Governance which
forms part of this Annual Report and is also available
on the website of the Company atPCL - Corporate
Governance.

13. COMPANY'S POLICY ON DIRECTORS, KMPS AND
EMPLOYEES APPOINTMENT AND REMUNERATION

The Company has in place a Policy on Directors'
appointment and remuneration of the Directors, Key
Managerial Personnel (KMP) and other employees
including criteria for determining qualifications, positive
attributes, independence of a director and other
matters. It is available on the website of the Company
atPCL - Appointment and Remuneration of Directors,
KMPs and employees.

The Company pays remuneration by way of salary,
perquisites, allowances, variable pay, commission and
retirement benefits to its Executive Directors.

The Company's policy of remuneration of the senior
management is structured to attract and retain talent
and is in turn dependent on following key parameters:

1. Complexities and criticality of the jobs

2. Profile of the employee in terms of his / her
qualification and experience

3. General trends in the industry and market for a
similar talent

4. Incorporation of an element of motivation by way
of remuneration linked to specific performances
wherever applicable.

As a policy of the Company, the Non-executive Directors
are paid commission as a percentage of profit based on
the performance evaluation for that financial year under
review.

14. STATEMENT CONTAINING THE SALIENT FEATURES
OF THE FINANCIAL STATEMENTS OF SUBSIDARIES /
ASSOCIATE COMPANIES / JOINT VENTURES

A statement containing salient features of the financial
statements of subsidiaries in the prescribed format
AOC-1 is appended as Annexure-A to this Report. The
statement also provides details of performance and
financial position.

There has not been any material change in the nature of
the business of the Subsidiaries. As required under SEBI
Listing Regulations and Act, the consolidated financials
of the Company and Subsidiaries are provided in this
annual report.

15. ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information pertaining to conservation of Energy,
Technology absorption, Foreign exchange earnings and
outgo as required under Section 134(3)(m) of the Act,
read with Rule 8(3) of the Companies (Accounts) Rules,
2014 is furnished in Annexure B and is attached to this
report.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company's guiding principle for CSR is to build its
relationship with stakeholders and the community at
large, and to contribute to their long term social good
and welfare, and explained briefly in the Corporate
Governance Report forming part of this Annual Report.

As on March 31, 2026, the composition of Corporate
Social Responsibility (CSR) Committee is as follows:

Detailed Annual Report on CSR activities for the Financial
Year ended March 31, 2026, is given as Annexure C
and CSR Policy is also disclosed on the website of the
Company atPCL - CSR Policy.

17. PARTICULARS OF EMPLOYEE REMUNERATION

Disclosures with respect to the remuneration of
Directors, KMPs and employees 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 are given in
Annexure D to this Report.

There were no employee(s) in receipt of remuneration
of ' 1.02 Crores or more per annum or in receipt of
remuneration of ' 8.50 Lakhs per month, under Rule
5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules 2014 except employees
mentioned in Annexure D of this Report.

Further, the statement containing names of top ten
employees in terms of remuneration drawn also forms
part of the Annexure D. However, the report and the
accounts are being sent to the Members excluding the
aforesaid statement.

In terms of Section 136 of the Act, the said annexure
is open for inspection and any Member interested in
obtaining a copy of the same may write to the Company
Secretary at cs@pclindia.in.

18. COMMISSION OR REMUNERATION FROM
SUBSIDIARY

During the Financial Year under review, Mr. Karan
Y. Shah, Whole-time Director of the Company has
received remuneration of ' 30.00 Lakhs from MEMCO
Engineering Private Limited - Wholly Owned Subsidiary
(WOS) of the Company.

19. STATEMENT ON FORMAL ANNUAL EVALUATION
OF THE PERFORMANCE OF THE BOARD, ITS
COMMITTEES AND DIRECTORS

The Board of Directors has conducted an annual
evaluation of its own performance, board committees
and individual directors, pursuant to the provisions of
the Act and Regulation 19 read with Schedule II, Part D
of the SEBI Listing Regulations.

The performance of the Board was evaluated by the
Board after seeking input from all the Directors on the
basis of criteria such as the board composition and
structure, effectiveness of board processes, information
and functioning, etc.

The performance of the Committees was evaluated
by the Board after seeking input from the committee
members based on criteria such as the composition of
committees, effectiveness of committee meetings, etc.

The Board and Nomination and Remuneration Committee
reviewed the performance of individual Directors based
on 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 contribution and inputs in meetings,
etc.

In a separate meeting of Independent Directors, the
performance of Non- Independent Directors and the
Board was evaluated. Additionally, they also evaluated
the Chairperson of the Board. The Board also assessed
the quality, quantity and timeliness of the flow of
information between the Company management and
the Board, which is necessary for the Board to effectively
and reasonably perform their duties.

The Board of Directors expressed their satisfaction with
the evaluation process.

20. ANNUAL RETURN

Pursuant to Section 92(3) of Act, the copy of Annual
Return for the Financial Year ended March 31, 2026, is
placed on the Company's website at PCL-Annual Return
FY 25-26. https://pclindia.in/wp-content/uploads/2026/07/
PCL-%E2%80%93-Annual-Return-FY-25-26.pdf

21. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186

The Company has not given any loans, guarantees or
made investment under section 186 of the Act during
the period under review.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by
the Company during the Financial year ended March
31, 2026, with related parties were on an arm's length
basis and were in the ordinary course of business. There
were no material related party transactions (RPTs)
undertaken by the Company during the Financial Year
that require Shareholders' approval under Regulation
23(4) of SEBI Listing Regulations or Section 188 of the
Act.

All RPT's were placed before the Audit Committee for
prior approval, and the approval of the Audit Committee
was sought for all RPTs. Certain transactions which were
repetitive in nature were approved through omnibus
route. All the Related Party Transactions were compliant
with the applicable provisions of the Act and SEBI Listing
Regulations. Therefore, the disclosure of related party
transactions as required under Section 134 (3)(h) of the
Act in Form AOC-2 is not applicable to the Company and
hence the same is not provided. (Please refer Note No.
33 to the Standalone Financial Statements).

The Company has adopted a Related Party Transaction
Policy in line with the requirements of the Act and the
Listing Regulations, as amended from time to time,
which is available on the website of the CompanyPCL -
Policy on Related Party Transactions.

23. EXPLANATION OR COMMENTS ON QUALIFICATIONS,
RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE STATUTORY AUDITORS,
SECRETARIAL AUDITORS

There were no qualifications, reservations or adversee
remarks made by the Statutory Auditors in the Audit
Report on the Standalone and Consolidated Financial
Statements for the Financial year ended March 31,
2026.

The Report of Secretarial Auditors for the Financial Year
ended March 31, 2026, is also unmodified.

24. MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND
THE DATE OF THE REPORT

There were no material changes after the closure of the
financial year.

25. SUBSIDIARIES AND ACQUISITIONS

The Company has 2 (Two) subsidiaries, and 1 (One) step
down subsidiary as on March 31, 2026.

A) PCL (International) Holding B.V. (“PCL NL”) -
Wholly Owned Subsidiary (“WOS”)

PCL NL is a WOS of the Company based in
Netherlands. The existing customer base of the
Company is predominantly located in Europe
and hence to facilitate coordination between the
Company and the customers, the Management
decided to incorporate a WOS in Netherlands. The
Company, through this WOS, holds 100% stake
in EMOSS Mobile Systems B.V. (Netherlands).
Further, MFT Motoren und Fahrzeugtechnik GmbH
(Germany), a step-down subsidiary of the Company,
ceased operations during the year pursuant to its
liquidation.

During the Financial Year under review, on
Consolidated basis PCL NL registered a total
revenue of ' 14,222.52 Lakhs as against '
20,629.73 Lakhs in the previous year. The net loss
for the year stood at ' 1,148.91 Lakhs as against
net loss of ' 2,736.32 Lakhs in the previous year.

B) Memco Engineering Private Limited (“MEMCO”)
- WOS

MEMCO is a WOS of the Company based in
Nashik, Maharashtra, India. It is engaged in
the business of manufacturing fuel injection
components for conventional CRDi diesel engines,
brake components, high pressure diesel injector
connectors for naval ships and high precision
instrumentation components. MEMCO enjoys long
term relationships with marquee global customers
like Bosch, Delphi, Endress Hauser and Giro.

During the Financial Year under review, MEMCO
registered a total revenue of ' 5,310.28 Lakhs
as against ' 4,711.07 Lakhs in the previous year.
The net loss for the year stood at ' 68.01 Lakhs as
against net profit of ' 137.39 Lakhs in the previous
year.

C) Emoss Mobile Systems B.V. (“EMOSS”) - Step
Down Subsidiary

EMOSS is a one-of-a-kind business that designs,
develops, produces and supplies complete electric
powertrains for trucks, buses, military vehicles and
heavy equipment. EMOSS business model includes
conversion of diesel trucks into ready to use electric
trucks. The Company also manufactures "ready
to assemble modular kits" which are assembled
onto the chassis. EMOSS provides an end-to-end
solution to its customers which includes research
and development, engineering, production, testing,
certification, delivery and post-sales service.
EMOSS also provides real-time power management
and tracking via an integrated cockpit setup. The
trucks powered by Electric Drivelines can carry a
maximum payload of 50 tons with a mobility of up
to 350 km which may be extended beyond 500 km
with long range extenders developed by EMOSS.
Acquisition has paved access to electrical mobility
markets such as Europe, North America, Australia
and New Zealand.

The Company has formulated a policy for
determining "material" subsidiaries is available
on the website of the Company atPCL - Policy for
determining Material Subsidiaries

26. THE NAMES OF COMPANIES WHICH HAVE BECOME
OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE
YEAR

During the year under the review, MFT Motoren und
Fahrzeugtechnik GmbH, Germany ("MFT"), a material
step-down subsidiary of the Company initiated the
insolvency proceedings due to the prevailing economic
slowdown in Europe.

27. STATEMENT ON RISK MANAGEMENT POLICY

The Company has in place Risk Management Committee
("RMC") to identify, assess, monitor and mitigate various
risks to the Company. The Committee is responsible for
monitoring and reviewing the risk management plan and
ensuring its effectiveness The Company's future growth
is linked with general economic conditions prevailing
in the market. Management has taken appropriate
measures for identification of risk elements related to
the Industry, in which the Company is engaged, and is
always trying to reduce the impact of such risks. The
Company has also formulated Risk Management Policy
and Risk Management Systems are evaluated by the
Audit Committee.

The Company has adopted a Risk Management Policy in
accordance with the provisions of the Act and Regulation
21 of the SEBI Listing Regulations. Risk Management
Policy is hosted on website of the Company atPCL - Risk
Management Policy.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY'S OPERATION IN FUTURE

During the year under review, there were no significant
and material orders passed by regulators or courts
or tribunals impacting the going concern status and
Company's operation in future.

However, the Registrar of Companies ("RoC") conducted
an Inquiry into the affairs of the Company and observed
that certain provisions of the Companies Act, 1956 and
the Companies Act, 2013 have been violated by the
Company and its Directors. Further, the RoC had provided
an option to apply for compounding of offenses under
Section 441 of the Companies Act, 2013. Accordingly,
the Company filed an application for compounding
of the offences to the Regional Director. However,
due to pendency of tax matter with Commissioner of
Income Tax (CIT) the Company has withdrawn the said
applications, but have reserved its right to re-submit the
compounding applications post the matter stated above
is decided by CIT.

29. STATEMENT IN RESPECT OF ADEQUACY OF
INTERNAL FINANCIAL CONTROL WITH REFERENCE
TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial
controls with reference to the Financial Statements.
The policies and procedures adopted by the Company
cover orderly and efficient conduct of business including
adherence to the Company's policies, safeguarding of
the assets of the Company, prevention and detection
of fraud and errors, accuracy and completeness of
accounting records and the timely preparation of
reliable financial information. The Audit Committee
periodically reviews the internal control systems with the
Management, Internal Auditors and Statutory Auditors
assessing the adequacy of internal audit functions.

During the year under review, these controls were
assessed, and the observations of the Auditors were

addressed by the Company after taking necessary
steps to strengthen the financial controls and improve
the systems. The Statutory Auditors have certified the
adequacy of the Company's internal financial control
systems over financial reporting, based on the criteria
outlined in the Guidance Note issued by the Institute of
Chartered Accountants of India.

30. DEPOSITS

During the year under review, the Company has not
accepted any deposits.

31. CORPORATE GOVERNANCE REPORT

The report on Corporate Governance is about maximizing
shareholder value legally, ethically and sustainably.
Corporate Governance Report is set out in this Annual
Report as Annexure E.

A certificate from M/s J. B. Bhave & Co., Practicing
Company Secretaries regarding compliance with
conditions of corporate governance as required under
SEBI Listing Regulations also forms part of this Annual
Report as Annexure F.

A certificate from M/s J. B. Bhave & Co., Practicing
Company Secretaries regarding compliance with
Schedule V of SEBI LODR also forms part of this Annual
Report as Annexure G.

32. SECRETARIAL AUDIT REPORT AND ANNUAL
SECRETARIAL COMPLIANCE REPORT

Pursuant to the provisions of Section 204 of the
Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
along with Regulation 24A of SEBI (Listing Obligations
and Disclosure Requirement) Regulations, 2015, as
amended from time to time, the Board appointed
Ms. Ruchi Bhave, Practicing Company Secretary as
the Secretarial Auditor of the Company for Financial
Year 2025-26 to Financial Year 2029-30. There are
no qualifications, observations, or remarks in the
Secretarial Audit Report for the financial year ended
March 31, 2026. The report is annexed herewith as
Annexure H to the Annual Report.

Pursuant to SEBI Circular CIR/CFD1/27/2019 dated
February 08, 2019, all listed entities shall, additionally,
on annual basis, submit a report to the Stock Exchange(s)
on compliance of all applicable SEBI Regulations and

34. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of
its constituents in a fair and transparent manner by
adopting the highest standards of professionalism,
honesty, integrity and ethical behaviour. The Company
has adopted a Whistle Blower Policy (Vigil mechanism)
to provide a formal mechanism to the Directors and
employees to report their concerns about unethical
behaviour, actual or suspected fraud, irregularities or
violation of the Company's Code of Conduct. The Policy
provides for adequate safeguards against victimization
of employees who avail of the mechanism and also
provides for direct access to the Chairperson of the
Audit Committee.

The detailed policy on Vigil mechanism is disclosed on
the website of the Company atPCL - Vigil Mechanism
Policy.

35. DISCLOSURES UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy for Prevention of
Sexual Harassment (PoSH) at workplace. This inter alia
provides a mechanism for the resolution, settlement or
prosecution of acts or instances of Sexual Harassment
at work and ensures that all employees are treated with
respect and dignity. The Company has also complied
with the provisions relating to the constitution of
Internal Complaints Committee ("ICC") under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

The composition of the PoSH Committee at the
registered office is as follows:

The composition of the PoSH Committee at the corporate
office is as follows:

Further, during the year under review:

a) number of complaints of sexual harassment
received in the year:- 0

b) number of complaints disposed off during the
year:- 0 ; and

c) number of cases pending for more than ninety
days:- 0

ICC Committee details are provided in Posh Policy
which is available on website of the Company at PCL -
Policy on Prevention of Sexual Harassment of Women at
Workplace.

36. DETAILS IN RESPECT OF FRAUDS REPORTED
BY AUDITORS UNDER SECTION 143(12) OF THE
COMPANIES ACT, 2013 OTHER THAN THOSE WHICH
ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year ended March 31, 2026, there were no
instances of fraud which were reported by the Statutory
Auditors to the Audit Committee/ Board.

37. AUDITORS(A) Statutory Auditor

The members at the 32^nd AGM of the Company
reappointed M/s MSKA & Associates, Chartered
Accountants (Firm Reg. No. 105047W) as
the Statutory Auditors of the Company for a
consecutive term of 5 (Five) years to conduct the
Statutory Audit from the Financial Year 2024-25 to
Financial Year 2028-29 and to hold office from the
conclusion of 32^nd AGM till the conclusion of AGM
to be held for Financial Year 2028-29.

(B) Cost Auditors

The Board of Directors, on the recommendation
of Audit Committee, had appointed M/s. S. V.
Vhatte and Associates, Cost Accountants [Firm
Registration No.: 100280] as Cost Auditors to audit
the cost accounts of the Company for the Financial
Year ended March 31, 2026. The Cost Audit report
for the Financial Year 2025-26 will be filed with the
Ministry of Corporate Affairs on or before the due
date. The Board on recommendations of the Audit
Committee have appointed M/s. S. V. Vhatte and
Associates, Cost Accountants [Firm Registration
No.: 100280] as Cost Auditors to audit the cost
accounts of the Company for the Financial Year
ended March 31, 2027, subject to ratification of
remuneration by the members at the ensuing AGM.
The cost accounts and records of the Company are
duly prepared and maintained as required under
Section 148(1) of Act.

(C) Internal Auditors

The Company appointed M/s B S and Co. LLP.,
Chartered Accountants, Pune as Internal Auditors
of the Company for the Financial Year ended March
31, 2026. The scope and authority of the Internal
Auditor is as per the terms of reference approved
by the Audit Committee. The Internal Auditors
monitor and evaluate the efficiency and adequacy
of internal control systems in the Company, their
compliance with operating systems, accounting
procedures and policies of the Company. Significant
audit observations and recommendations along
with corrective actions thereon are presented to
the Audit Committee of the Company.

38. REPORT ON MANAGEMENT DISCUSSION AND
ANALYSIS

The Management Discussion and Analysis Report as
required under SEBI Listing Regulations forms part of
this Annual Report.

39. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of
Directors of your Company to the best of their knowledge
and ability hereby state and confirm that:

1. in the preparation of the annual accounts, the
applicable accounting standards had been followed
along with proper explanation relating to material
departures;

2. the Directors had selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the
Financial Year and of the profit of the Company for
that period;

3. the Directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

4. the Directors had prepared the annual accounts on
a going concern basis;

5. the Directors had laid down internal financial
controls to be followed by the Company and such
internal controls are adequate and were operating
effectively; and

6. 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.

40. CODE OF CONDUCT FOR BOARD AND SENIOR
MANAGEMENT

The Company has adopted the Code of Conduct for
the Directors and Senior Management and the same is
available on the website of the Company atPCL - Code
of conduct for Board and Senior Management .

All Directors and Senior Management members have
affirmed their compliance with the said Code. A
declaration pursuant to the Regulation 26 (3) read with
Part D of the Schedule V of the SEBI Listing Regulations
signed by Managing Director to this effect forms part of
Corporate Governance Report of this Annual Report.

41. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

A detailed Business Responsibility and Sustainability
Report in terms of the provisions of Regulation 34 of
the SEBI Listing Regulations is available as a separate
section in the Annual Report.

42. COMPLIANCE OF APPLICABLE SECRETARIAL
STANDARDS

The Company is in compliance with the applicable
secretarial standards issued by the Institute of Company
Secretaries of India from time to time.

43. INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the provisions of sections 124 and
125 of the Act and Investor Education and Protection
Fund (Accounting, Audit, Transfer and Refund) Rules,
2016 ("IEPF Rules") dividends which remain unpaid
or unclaimed for a period of seven years from the
date of transfer to the Unpaid Dividend Account are
required to be transferred by the Company to the
Investor Education and Protection Fund ("IEPF"). The
Members whose shares are transferred to the IEPF
Authority can claim their shares/dividend from the
IEPF Authority by following the procedure prescribed in
the Rules. In accordance with the said IEPF Rules and
its amendments, the Company had sent notices to all
the Shareholders whose shares were due for transfer
to the IEPF Authority and simultaneously published
newspaper advertisements. The Company had
frequently sent communication to these shareholders
by email whose email address are available with R&T /
DP and also through various other modes viz. notice of
general meeting or notice regarding deduction of tax at
source (TDS) for dividend payment etc.

44. CONTRIBUTION OF INDEPENDENT DIRECTORS TO
THE GROWTH OF THE COMPANY

The Company's Board of Directors is strategically
composed of Independent Directors with diverse
professional backgrounds, bringing significant value
to the organization. Each Independent Director
contributes deep expertise, integrity, and a strong
industry reputation built over years of experience. Their
proficiency spans across key areas such as Finance,
Company Law, Forensic Audit, Corporate Restructuring,
Commercial Law, and Audit—core functions essential
to any business. This collective knowledge ensures
that the Company adheres to the highest standards of
ethics, corporate governance, transparency, industry's
best practices, and remains aligned with global
advancements in technology.

45. DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 DURING THE YEAR.

During the year, the Company has not made any
application nor is there any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 at the end of
the Financial Year.

46. 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.

During the Financial year, the Company has not initiated
One Time Settlement with the Banks or Financial
Institutions and therefore no details are required to be
furnished.

47. COMPLIANCE WITH THE MATERNITY BENEFIT ACT,
1961

During the year under review, the Company remained
committed to strengthening support for women
employees and ensures compliance with the applicable
provisions of the Maternity Benefit Act, 1961, supported
by well-established policies, systems and processes for
sustained adherence.

48. CAUTIONARY STATEMENTS

Statements in this report, particularly those which relate
to Management Discussion and Analysis, describing
the Company's objectives, estimates and expectations
may constitute 'forward looking statements within the
meaning of applicable laws and regulations. Actual
results may differ materially from those either expressed
or implied.