Your Directors are pleased to present 31^st Annual Report on the business and operations of the Company along with
Audited Financial Statements (Standalone and Consolidated) and the Auditor’s Report thereon for the financial year ended
on March 31^st, 2025.

1. FINANCIAL RESULTS

Financial Performance of the Company for the financial year ended on 31^st March, 2025 is summarized below:

2. OPERATIONAL PERFORMANCE
Standalone Operational Performance

During the review, the Company has generated revenue from operation Rs. 29779.60 lakh in the current financial
year which is 5.32 % higher than revenue from operation of Rs. 28273.49 lakh from FY 2023-24.

The Company has booked Net Profit after tax of Rs. 806.19 lakh in the current financial year which is 3.68%
higher than of Net profit after tax of Rs. 777.51 lakh from FY 23-24.

Subsidiary Operational Performance

The Company has four subsidiaries. Performance of the subsidiaries have revenue as well as operational expenses
and EBITDA as per below table shows-

SSPL (Swapnil Switches Private Limited)

PAEPL (Pavna Auto Engineering Private Limited)

PSAPL (Pavna Sunworld Autotech Private Limited)

PMPL (Pavna Marketing Private Limited)

Consolidated Operational Performance

During the financial year under review, consolidated revenue from operations for the financial year ended as on
March 31, 2025 is Rs.30823.69 lakhs, while last financial year operational revenue was Rs. 31687.49 lakh. The
Company has booked Net Profit after tax of Rs. 804.28 Lakh while last financial year Net profit after tax was Rs.
1200.41 lakh.

3. DIVIDEND

During the Financial Year, the Company has not declared any dividend.

4. RESERVE & SURPLUS

The Company has transferred net profit of Rs. 804.28 lakh to the reserve and Surplus during the financial
year.

5. SHARE CAPITAL

(a) Authorised Share Capital

Authorised Share Capital of the Company at the beginning of the financial year stands at Rs.1,800 Lakhs.

During the financial year, the Shareholders of the Company has increased its Authorised Share Capital by Rs.
1,200 Lakhs (consisting of 3,00,00,000 equity shares of Face Value Rs.10/-) by Passing Ordinary Resolution
on September 30, 2024 in their 30^th Annual General Meeting of the Company.

So, the Authorised Share Capital of the Company at the end of the Financial Year stands at Rs.3,000 Lakhs.

On 3^rd August, 2025, Shareholders was passed an Ordinary Resolution through Postal Ballot by Remote e-
voting the alteration in the Authorised Share Capital of the Company. So, the Authorized Share Capital of the
Company is Rs. 30,00,00,000/- (Rupees Thirty Crore Only) divided into 30,00,00,000 (Thirty crore) Equity
Shares of face value of Rs. 1/- (Rupees One Only)

(b) Paid-Up Share Capital

The Paid Share Capital of the Company at the beginning of the Financial Year stands at Rs. 1,218.08 Lakhs
consisting of 1,21,80,800 equity shares of Rs.10/-each.

During the financial year, the company issued 23,77,000 (Twenty three lakhs Seventy seven thousand) on
preferential basis to the persons belonging to “Non Promoter, Public category”. Out of above issue, 17,72,200
(Seventeen lakhs Seventy two thousand two hundred) equity shares of having face value of Rs.10/- each, at
an issue price of Rs. 505/- per equity share (including a premium of Rs. 495/- per share) were subscribed, paid
and allotted to shareholders.

So, at the end of the Financial Year, the Paid-Up Share Capital stands at Rs.1,395.30 Lakhs only.

On 3^rd August, 2025, the shareholders approved Sub-division/ Split of equity shares of the Company, such
that 1 (One) Equity Share of Face Value Rs. 10/- (Rupees Ten Only) each fully paid up, be Sub-divided / Split
into 10 (Ten) Equity Shares having face value of Re. 1/- (Rupee One Only) each fully paid up by passing
ordinary resolution through Postal Ballot via remote e-voting.

So, the Paid-Up Share Capital of the Company will be Rs. 13,95,30,000/- (Rupees Thirteen Crore Ninety-Five
lacs Thirty Thousand Only) divided into 13,95,30,000 (Rupees Thirteen Crore Ninety-Five lacs Thirty
Thousand) Equity Shares of face value of Rs. 1/- (Rupees One Only) after 1^st September, 2025 (Record date
for Split).

6. FUND RAISING

The Shareholders of the Company passed Special Resolution on October 23, 2024 in their Extra-Ordinary General
Meeting approving the Fund raising through Preferential Issue of Equity Shares to Non Promoter , Public Category
and Warrants to Promoter/Promoters Group category.

During the financial year, the company issued 23,77,000 (Twenty three lakhs Seventy seven thousand) on
preferential basis to the persons belonging to “Non Promoter, Public category”. Out of above issue, 17,72,200
(Seventeen lakhs Seventy two thousand two hundred) equity shares of having face value of Rs.10/- each, at an
issue price of Rs. 505/- per equity share (including a premium of Rs. 495/- per share) were subscribed, paid and
allotted to shareholders. The Company received a total of Rs.89,49,61,000/- (Rupees Eight nine Crores Forty Nine
Lakhs Sixty one thousand only).

During the financial year, the Company issued 40,00,000 (Forty lakh) fully convertible warrants ("Warrants”) on
a preferential basis to persons belonging to the Promoter/Promoter Group, in accordance with the provisions of
Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations. Each Warrant entitles the
holder to subscribe to one equity share of face value ^10/- at an issue price of ^505/- per equity share.

The Warrants were issued at ^505/- per equity share, with 25% of the issue price (i.e., ^126.25/- per Warrant)
payable on application. The Company received a total of ^30,30,00,000/- (Rupees Thirty Crores and Thirty Lakhs
only) against the subscription of 24,00,000 (Twenty-four lakh) Warrants by the Promoter/Promoter Group, and
these Warrants were duly allotted by the Company. Each of these Warrants carries the right to be converted into
one equity share upon payment of the balance 75% of the issue price at the time of conversion.

Note: - Pursuant to the directive issued by the National Stock Exchange of India Limited (NSE) during the process
of the Preferential Issue of Equity Shares, the Company hereby confirms and undertakes that:

“The proceeds raised through the Preferential Issue of Equity Shares have been utilized solely for the purposes
and objects as stated in the offer documents and there has been no deviation or variation in the use of funds.”

This undertaking is being provided in compliance with the said directive and forms part of the disclosures in the
Annual Report for the financial year ended March 31, 2025.

The Object of Preferential Issue:

The proceeds of the Preferential Issue will be utilized for any one or in combination with any one or more of the
purposes such as:

1. . Issue Related Expenses

2. Working Capital Requirements

3. General Corporate Purposes

4. Strategic Acquisitions

• Disclosure regarding issues of equity shares without differential rights:

The Company has not made any issue of equity shares without differential rights during the period under

review.

• Disclosure regarding issues of equity shares with differential rights:

The Company has not issued any equity shares with differential rights during the period under review.

• Disclosure regarding issues of employee stock options:

The Company has not provided any Stock Option Scheme to the employees during the period under

review.

• Disclosure regarding the issues of sweat equity shares:

The Company has not issued any Sweat Equity Shares during the period under review.

7. MIGRATION TO NSE MAIN BOARD AND LISTING ON BSE MAIN BOARD

The Company completed the process of Migration from National Stock Exchange (Emerge) to NSE Main Board
and got listed on Bombay Stock Exchange Main Board on 1^st June, 2023.

8. CHANGES IN NATURE OF BUSINESS

Your Company is engaged in manufacturing of wide range of automotive components for reputed Original
Equipment Manufacturers (OEMs) as per their requirements primarily catering to various vehicle segments,
including, passenger vehicles, two-wheelers, three-wheelers, heavy and light commercial vehicles and off-road
vehicles, Electric Vehicles.

There is no change in the nature of business during the financial year under review.

9. SUBSIDIARIES

The Company has 3 Subsidiaries and 1 Wholly owned)subsidiary as at March 31, 2025 and
detail are as follows-

The details of the subsidiaries have been described in brief in the Corporate Governance Report which forms an
integral part of this Annual Report.

Further, pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the
salient features of the Financial Statements of subsidiary companies in Form AOC-1 is attached to the Financial
Part of this Annual Report.

The separate audited Financial Statements in respect of each subsidiary shall be kept open for inspection at the
Registered office of the Company during working hours for a period of 21 days before the date of Annual General
Meeting.

10. CREDIT RATING

The Company obtains Credit Rating of its various credit facilities and instruments from CRISIL Ratings Limited
(“CRISIL”). During the year, the CRISIL has reaffirmed the Long-term rating of CRISIL BBB-/Stable’.

CRISIL has re-affirmed the Long-term rating to CRISIL BBB-/Stable which is valid till March 31, 2025.

11. MAJOR CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION AFTER THE
YEAR END TILL THE DATE OF THIS REPORT

a) Fund Raising through Qualified Institutional Placement

The Company came with the Issue of Equity shares of amount not exceeding Rs 320 Crores through the
Qualified Institutional Placement decided in its Board meeting held on dated 9^th April, 2025 and the
shareholders approval also obtained in the Extra ordinary General Meeting held on 5^th May, 2025 by
passing Special Resolution, The Company shall do the allotment within 12 months from the passing of
the special resolution as may be decided by the Board of Directors of the Company.

b) Sub-division/ Split of equity shares of the Company

The Company has decided in this Board Meeting held on 2^nd July,2025 that Sub-division/ Split of equity
shares of the Company, such that 1 (One) Equity Share of Face Value Rs. 10/- (Rupees Ten Only) each
fully paid up, be Sub-divided / Split into 10 (Ten) Equity Shares having face value of Re. 1/- (Rupee One
Only) each fully paid up and the shareholders approved by passing ordinary resolution through Postal
Ballot via remote e-voting on 3^rd August, 2025.

Record Date for the Split of Shares was set as 1^st September, 2025 by the Board of Directors.

Members of the Exchange are hereby informed that the ISIN Code for the equity shares of the company shall be
changed w.e.f. September 01, 2025.

New ISIN of the Company is INE07S10138. The new ISIN shall be effective for all trades done on and from the
Ex-date i.e., September 01, 2025.

There were no other material changes and commitments that occurred after the close of the year till the date of
this report, which affected the financial position of the Company.

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

12. INTERNAL FINANCIAL CONTROLS SYSTEM AND THEIR ADEQUACY

Your Company has laid down adequate internal financial controls and checks which are effective and operational.

These systems are designed in a manner which provides assurance with regard to maintenance of strict accounting
control, optimum efficiency in operations and utilization of resources as well as financial reporting, protection of
Company’s tangible and intangible assets and compliance with policies, applicable laws, rules and regulations.

The Audit Committee regularly interacts with the Internal Auditors, the Statutory Auditors and Senior executives
of the Company responsible for financial management and other affairs. The Audit Committee evaluates the
Internal Control Systems and checks & Balances for continuous updation and improvements therein. During the
year, such controls were reviewed and no reportable material weakness was observed.

13. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiaries for Financial Year 2024-25 are prepared
in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 [SEBI Listing Regulations] as well as in accordance
with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015.
The audited consolidated financial statement together with the Independent Auditor’s Report thereon form part of
this Annual Report. Pursuant to Section 129(3) of the Act, a statement containing the salient features of the
Financial Statement of the subsidiary companies is attached to the Financial Statement in Form AOC-1. Pursuant
to the provisions of Section 136 of the Companies Act, 2013 the Company will make available the said financial
statement of the subsidiary companies upon a request by any member of the Company or its subsidiary companies.
These financial statements of the Company and the subsidiary companies will also be kept open for inspection by
any member and the same would also be available on the Company’s website https://www.pavna.in.

The Audited Consolidated Financial Statements along with the Auditors’ Report thereon forms part of this Annual
Report.

14. PUBLIC DEPOSITS, LOAND AND ADVANCES

During the Financial Year 2024-25, the Company has not accepted any deposits from public within the meaning
of Section 73 and Section 74 of the Act, therefore the disclosure pursuant to Rule 8 (5)(v) & (vi) of Companies
(Accounts) Rules, 2014, is not applicable to the Company.

15. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the financial year under review, as stipulated under
Regulation 34 (3) of the SEBI (LODR) Regulations, 2015, on the operations of the Company as prescribed under
Schedule V, is presented in a separate section forming part of the Annual Report Annexed as “Annexure-1”.

16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo
stipulated under Section 134(3) (m) of the Act, read along with Rule 8 of the Companies (Accounts) Rules, 2014,
is given in “Annexure-2” forming part of this Report.

17. NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Act, and in terms of Regulation 19 read with Part D of Schedule-
II of the SEBI Listing Regulations, the Company has a Nomination and Remuneration Policy for its Directors,
Key Managerial Personnel and Senior Management which also provides for the diversity of the Board and provides
the mechanism for performance evaluation of the Directors and the said Policy was amended from time to time.
It includes criteria for determining qualifications, positive attributes and Independence of a Director. The
Remuneration Policy is available on the Company’s website and can be accessed on the website www.pavna.in.

18. PARTICULARS OF EMPLOYEES

The total number of permanent employees on the rolls of the Company as on March 31, 2025 was 774.

The disclosure pertaining to remuneration and other details as required under Section 197 of the act, read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, duly
amended, forms part of this report are annexed as an “Annexure-3” and the information required under Rule 5(2)
& 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, duly amended,
will be provided under request.

As per the provision of the section 136 of the Act, the Annual Report excluding the aforesaid information is being
sent to all the shareholders. Any shareholder interested in receiving the same in hard copy may write to the
Company Secretary at cs@pavnagroup.com.

19. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments which are within the limits specified under Section 186 of the
Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, are provided in
the notes to the Audited Financial Statements of the Company forming part of this Annual Report.

20. RELATED PARTIES TRANSACTIONS AND CONTRACTS:

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties
were on an arm’s length basis and mostly in the ordinary course of business. Requisite approval were taken from
Shareholders by passing Special Resolution. The approval of the Audit Committee and the Shareholders were
sought for all RPTs. Certain transactions which were repetitive in nature and entered in the Ordinary course of
Business were approved through omnibus route. All the transactions were in compliance with the applicable
provisions of the Act and SEBI Listing Regulations.

Accordingly, Detail of related party transactions as required under Section 134(3)(h) of the Act given in
“Annexure-4” as per AOC-2.

Details of related party transactions entered into by the Company, in terms of IND AS-24 have been disclosed in
the notes to Standalone/ Consolidated Financial Statements forming part of the Annual Accounts 2024-25.

21. CORPORATE SOCIAL RESPONSIBILITY

During the financial year under review the Company has spent Rs. 19,51,478 under CSR activities as per the
section 135 of the Companies Act, 2013 and Rules made thereunder. The CSR Policy is available on the website
of the Company at www.pavna.in.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives
undertaken by the Company on CSR activities during the year in the format prescribed in the Companies (CSR
Policy) Rules, 2014 are set out in “Annexure-5”.

22. DIRECTOR S AND KEY MANAGERIAL PERSONNEL

As on date, the Board of the Company comprises of total 10 (Ten) directors of which 6 (Six) are Non-Executive
Independent Directors and 3 (Three) Executive Director and 1(One) is Non-Executive Non-Independent Director.

(a) Appointment / Re-appointment/Resignation of Directors

In terms of Section 149 of the Act and the SEBI Listing Regulations, following Independent Director was
appointed on the Board of the Company as on date of this report:

1. Mr. Paras Shrikant Parekh (DIN: 10277614) (w.e.f 14.08.2024)

The following Independent director who has completed his term:-
1. Mr. Naozer Firoze Aibara cessation w.e.f (25.06.2025)

(b) Retire by Rotation

In accordance with provisions of the Act and the Articles of Association of the Company, Mr. Sanjay Kumar
Jain , Non-Executive Director (DIN: 03008142) is liable to retire by rotation and is eligible for re-appointment.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the SS- 2 on General
Meeting are given in the Notice of Annual General Meeting (’AGM’), forming part of the Annual Report.

(c) Appointment/ Resignation of Key Managerial Personnel

In terms of Section 203 of the Act, The following are the Key Managerial Personnel’s who have appointed,
resigned and terminated during the financial year:-

• Mrs. Charu Singh has resigned from the position of Company Secretary and Compliance Officer of the
Company w.e.f. 28^th August, 2024.

• Mrs. Kanchan Gupta, an associate Member of ICSI having membership no. A64223 was appointed as an
Additional Company Secretary and Key Managerial Personnel w.e.f 1^st September, 2023 and now re¬
designated as Company Secretary and Compliance Officer w.e.f 4^th September, 2024.

• Mr. Pankaj Kumar Aggarwal (Assistant vice president-production) had resigned as Key Managerial
Personnel w.e.f 13^th August, 2024.

• Mr. Rachakonda Sambasiva Murthy was appointed as a KMP w.e.f Janaury 10, 2024 and was terminated
w.e.f

August 12, 2024.

• Mr. Ram Karan Malik (Vice President-After Market Development) had resigned as key managerial
personnel w.e.f December 12, 2024.

• Mr. Vijay Sharma (Vice President) had resigned as key Managerial Personnel w.e.f 31^st January, 2025.

23. DECLARATION OF INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet
the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI
Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance 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 of the Company have undertaken requisite steps
towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute
of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are
persons of high integrity and repute. They fulfil the conditions specified in the Companies Act, 2013 (’the Act’) as
well as the Rules made thereunder and are independent of the management.

24. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The Company has conducted Familiarization Programme for Independent Directors to enable them to understand
their roles, rights and responsibilities and proactively keeps them informed of the activities of the Company, its
management and operations and provides an overall industry perspective as well as issues being faced by the
industry. Company’s policy on the familiarization programme for the Independent Directors as well as the details
of the familarization programme imparted during the financial year is available on the website of the Company at
www.pavna.in.

25. BOARD EVALUATION

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in
accordance with the provision of the Act.

The Board evaluated its performance after seeking inputs 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 inputs from the committee members on
the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

26. AUDITORS AND AUDITOR’S REPORT

(a) Statutory Auditors

Pursuant to section 139 of the Companies Act, 2013 and Rule 4(2) of the Companies (Audit and Auditors) Rules,
2014, M/s Rajeev Kumar & Company, Aligarh (Firm’s Regn No. 000633C), was appointed as the Statutory
Auditors of the Company at Annual General Meeting held on 27^th September, 2022 to hold office for 5 years until
conclusion of AGM to be held in financial year 2027-28. The Auditors have represented that they were not
disqualified and continue to be eligible to act as the Auditor of the Company.

M/s Rajeev Kumar & Company, Aligarh (Firm’s Regn No. 000633C) has resigned as Statutory Auditor the
Company with effect from the closure of the business hours of August 14, 2024. They proposed the audit fees to
be revised but the proposal was not passed by the Audit Committee, hence they resigned as the Statutory Auditor.

Pursuant to section 139 of Companies Act, 2013 M/s. Arun Varshney & Associates, Chartered Accountants
(Firm Registration NO.005560C) has been appointed as the Statutory Auditors of Pavna Industries Limited by
the Board of Directors on September 4, 2024 to fill the casual vacancy caused by the previous statutory Auditor.

Resolution for appointment of M/s. Arun Varshney & Associates, Chartered Accountants (Firm Registration
NO.005560C), Chartered Accountants has been proposed in the 30^thAnnual General Meeting for a term of Five
years and on such remuneration as decided by the Board of Directors in consultation with the Audit Committee.

M/s. Arun Varshney & Associates, Chartered Accountants (Firm Registration NO.005560C), Chartered
Accountants has been appointed as Statutory Auditor in the 30^th Annual General Meeting of the Company held on
30^th September, 2024 for the period of five financial years starting from the FY 24-25 to FY 29-30.

The Auditor of the Company have not reported any fraud or any qualification as specified under the second proviso
of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof
for the time being in force).

(b) Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Director based on the recommendation of the Audit Committee
appointed M/s D. Sagar & Associates, (CP No. - 11547), a Company Secretaries in Practice in Aurangabad to
conduct the Secretarial Audit of the Company for financial year ended March 31, 2025. As per the recent
amendments of SEBI(LODR) Regulations, the Board has re-appointed based on the recommendation of Audit
Committee M/s D. Sagar & Associates, (CP No. 11547), a Company Secretaries in Practice in Maharashtra in its
Board Meeting held on August 08^th , 2025 for a period of five financial years starting from FY 25-26 to FY 29¬
30, subject to the approval of the shareholders in the ensuing 31^st Annual General Meeting of the Company.

The Report of the Secretarial Audit for the financial year ended March 31^st, 2025 is annexed herewith as
“Annexure-6”.

The Secretarial Audit Report for 2024-25 does not contain any qualification, reservation or adverse remarks.

c) Internal Auditor

During the year under review, the Company has appointed the M/s. Serva Associates, Chartered Accountants (Firm
Registration No: 00272N) Delhi, as Internal Auditor of the Company for the Financial Year 2024-25.

During the year, the Company continued to implement his/her suggestions and recommendations to improve the
control

Environment. Their scope of work includes review of processes for safeguarding the assets of the Company,
review of operational efficiency, effectiveness of systems and processes, and assessing the internal control
strengths in all areas. Internal Auditor’s findings are discussed with the process owners and suitable corrective
actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

M/s. Suri & Sudhir, Chartered Accountants (Firm Registration No. 000601N) has been appointed as Internal
Auditor of the Company for the Internal Audit of the Company for the F.Y 2025-26.

27. MEETINGS OF THE BOARD

During the financial year, the Board of Directors met 15 times. For details, please refer to the Report on Corporate
Governance, which forms part of this Annual Report as “Annexure-7”.

The maximum gap between two Board Meetings held during the financial year was not more than 120 days.

28. COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the
delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders’ Relationship Committee

Details of composition, terms of reference and number of meetings held for respective committees are given in
the Report on Corporate Governance, which forms a part of this Annual Report. Further, during the financial
year under review, all recommendations made by the various committees have been accepted by the Board.

29. GENERAL MEETINGS

During the financial year, Members of the Company met 3 times and 1 through Postal Ballot. For details, please
refer to the Report on Corporate Governance, which forms part of this Annual Report as “Annexure-7”.

30. RISK MANAGEMENT

The Board takes responsibility for the overall process of risk management throughout the organization. Our
business units and corporate functions address risks through an institutionalized approach aligned to our
objectives. This is facilitated by corporate audit. The Business risk is managed through cross-functional
involvement and communication across businesses. The results of the risk assessment are presented to the senior
management. The Senior Management reviews business risk areas covering operational, financial, strategic and
regulatory risks.

31. 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. In line with the Code of
Conduct, any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of
serious concern for the Company. The role of the employees in pointing out such violations of the Code cannot
be undermined. Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and
employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation
of the Company’s code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees
of the Company to approach the Chairperson of the Audit Committee of the Company for redressal. No person
has been denied access to the Chairperson of the Audit Committee. The policy of vigil mechanism is available on
the Company’s website.

32. AUDIT COMMITTEE

The primary objective of the Audit Committee is to monitor and reporting process, to ensure accurate and timely
disclosures, with the highest levels of transparency, integrity and quality of financial reporting.

The Committee comprises of Mr. Dhruv Jain, Mr. Naozer Firoze Aibara, Mr.Achyutanand Ramkrishna Mishra,
Mr. Paras Shrikant Parekh and Mr. Swapnil Jain as on March 31, 2025. For details, please refer to the Report on
Corporate Governance, which forms part of this Annual Report as “Annexure-7”.

33. HUMAN RESOURCES

No complaints/suggestions were received during the financial year.

The focus on human capital continued to be a cornerstone of the Company’s strategic endeavours. Recognizing
the pivotal role of our workforce as the driving force behind our diverse business ventures, the Company
endeavoured to cultivate an environment conducive to their growth, development, and overall well-being.

The Company has a strength of permanent employees and contract workers as on 31 st March, 2025. From the total
774 permanent employees, 209 are Women.

34. EXTRACT OF ANNUAL RETURN

Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies (Management and Administration)
Rules, 2014, the Annual Return for F/Y 2024-25 will be available on the website of the Company.

35. 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 or material orders were passed by the any Regulators or Courts or Tribunals which impact the going
concern status and Company’s operations in future.

36. DETAILS OF APPLICATION MADE FOR PROCEEDING PENDING UNDER
INSOLVENCYANDBANKRUPTCY CODE, 2016.

During the financial year under review, there were no application made or proceedings pending in the name of the
company under the Insolvency and Bankruptcy Code, 2016.

37. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND

VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS.

During the financial year under review, there has been no one time settlement of Loans taken from Banks and
Financial Institutions.

38. MARKET PRICE DATA

The shares of the Company were traded as under during 2024-25.

MARKET PRICE VARIATION IN RELATION TO NSE SENSEX DURING FINANCIAL 2024-2025:

The monthly high and low share prices of the Company in comparison with the NSE Sensex during the year are as
under:

MARKET PRICE VARIATION IN RELATION TO BSE SENSEX DURING 2024-2025:

The monthly high and low share prices of the Company in comparison with the BSE Sensex during the year are as
under:

(Source: www.bseindia.com)

39. DEMATERIALIZATION OF SHARES

As on March 31, 2025, all Equity Shares of the Company are held in dematerialized form. There are no equity
shares in physical form as on March 31, 2025.

i. SHAREHOLDING PATTERN

The Shareholding Pattern of the Company as on 31st March, 2025 is as follows:

ii. FULLY COMPULSORY CONVERTIBLE WARRANTS

Following are the Number of Warrants (Fully Compulsory Convertible to Equity Shares) allotted to the Promoter
& Promoter Category Shareholder:

Note- It will be converted into equity shares when the 75% remaining amount is paid by the Promoter & Promoter
Group.

40. DIRECTOR REMUNERATION AND SITTING FEES

Member’s attention is drawn to Financial Statements wherein the disclosure of remuneration paid to Directors is
given during the year 2024-25. The remuneration and Sitting fees paid to Directors will be mentioned Annual return.

41. OTHER DISCLOSURES

A. DETAILS OF NON-COMPLIANCE BY THE LISTED ENTITY, PENALTIES, STRICTURES IMPOSED
ON THE LISTED ENTITY BY STOCK EXCHANGE(S) OR THE BOARD OR ANY STATUTORY
AUTHORITY, ON ANY MATTER RELATED TO CAPITAL MARKETS, DURING THE LAST THREE
YEARS

B. PREVENTION OF SEXUAL HARASSMENT

The Company has complied with the provisions relating to the Constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There
was no case filed or registered with the Committee during the year, under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act,2013. Further Company ensures that there is a healthy and
safe environment for every women employee at the workplace and made the necessary policies for safe and secure
environment for women employee.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 during the Financial Year 2024-25:

a. number of complaints pending at the beginning of the financial year : Nil

b. number of complaints received during the financial year : Nil

c. number of complaints disposed of during the financial year : Not Applicable

d. number of complaints pending as on end of the financial year : Not Applicable

C. DETAILS OF MATERIAL SUBSIDIARIES OF THE LISTED ENTITY; INCLUDING THE DATE AND
PLACE OF INCORPORATION AND THE NAME AND DATE OF APPOINTMENT OF THE
STATUTORY AUDITORS OF SUCH SUBSIDIARIES.

Pavna Auto Engineering Private Limited has been identified as a material subsidiary of the Company which was
incorporated on April 19, 1994 at Pala Sahibabad, Gopalpuri Aligarh-202001, Uttar Pradesh, India. M/s Arun
Varshney and Associates, Chartered Accountants (Firm Registration No. 005560C) has been appointed as the
Statutory Auditor of the Company on September 30, 2019 by the members of the Company.

The Company has identified Pavna Auto Engineering Private Limited (PAEPL) as the material Subsidiary of the
Company in terms of Regulation 16 of the Listing Regulations. The Company has appointed one of its Independent
Directors on the Board of Pavna Auto Engineering Private Limited. The minutes of the Board meetings of the
subsidiary companies are placed at the Board meeting of the Company on a periodical basis. The Audit Committee
reviews the financial statements including investments by the unlisted subsidiaries of the Company.

PAEPL is the material subsidiary of the company incorporated dated 19.04.1994 having directors of the company
viz. Mr Swapnil Jain, Mrs. Asha Jain, Mr. Dhruv Jain and Mrs. Priya Jain. During the FY 2023-24 PAEPL was
material subsidiary pursuant to Section 16 of SEBI (LODR) Regulations, 2015 (“SEBI Listing Regulations’) so, Mr.
Dhruv Jain, the Independent Director of the Company, was appointed as additional Director of PAEPL and
regularized in the Annual General meeting of PAEPL on September 30, 2024.

The Company has duly formulated a policy for determining Material Subsidiaries. The main objective of the policy
is to ensure governance of material subsidiary companies. The Company has also complied with the other provisions
of Regulation 24 of the SEBI Listing Regulations with regard to Corporate Governance requirements for subsidiary
Company.

The Policy for determining material subsidiaries has been uploaded and can be accessed on the Company’s website
at ww.pavna.in

D. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable
amendments and

rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for
women

employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity
Benefit Act,

1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of
maternity.

Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

E. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender
composition of its workforce as on the March 31, 2025.

Male Employees: 565
Female Employees: 209
Transgender Employees: 0

This disclosure reinforces the Company’s efforts to promote an inclusive workplace culture and equal opportunity
for all

individuals, regardless of gender.

F. INCIDENT OF FRAUD

No significant fraud by the Company or on the Company by its officers or employees has been noticed or reported
during the

period covered by our audit.

G. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE
END OF THE FINANCIAL YEAR:

During the year under review and till date of this Report, the Company has neither made any application against

anyone nor any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016.

H. INVESTORS EDUCATION & PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the companies Act, 2013 read with IEPF Authority (Accounting, Audit,
Transfer & Refund) Rules 2016 all unpaid or unclaimed dividend are required to be transferred by the Company to
the IEPF established by Central Government after completion of seven years. During the year under review, there
was no amount liable or due to be transferred to Investor Education and Protection Fund.

I. SECRETARIAL STANDARDS

During the year under review, your Company has complied with all applicable secretarial standards issued by The
Institute of

Company Secretaries of India and approved by the Central Government pursuant to Section 118 (10) of the Companies
Act, 2013.

J. CEO & CFO CERTIFICATION

Certificate from Mr. Ravindra Jagannathrao Pise (Chief Executive Officer) and Mrs. Palak Jain (Chief Financial
Officer) was placed before the Board of Directors of the Company at its meeting held on May 26, 2025. A certificate
is attached with this report.

K. DECLARATION BY CHIEF EXECUTIVE OFFICER

Declaration signed by Mr. Ravindra Jagannathrao Pise, the chief executive officer of the Company stating that the
members of board of directors and senior management personnel have affirmed compliance with the code of
conduct of board of directors and senior management attached with Annexure 7.

L. COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE BY THE PRACTICING
COMPANY SECRETARY

Compliance Certificate on Corporate Governance by M/s. D. Sagar & Associates, the Practicing Company
Secretary under Regulation 34(5) read with Schedule V (Part E) of the SEBI (Listing Obligations and Disclosure
Requirements Regulations, 2015 has been attached with Annexure 7.

M. CERTIFICATE ON NON-DISQULIFICATION OF DIRECTORS

A Certificate from M/s. D. Sagar & Associates, the Practicing Company Secretary in practice Regulation 34(3)
read with Schedule V Para C Clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements
Regulations, 2015 that none of the directors on the board of the company have been debarred or disqualified
from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or
any such statutory authority has been attached with Annexure 7.

42. DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, work performed by the internal, statutory, secretarial auditors and external agencies and the reviews performed
by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the
Company’s internal financial controls were adequate and effective during FY 2024-25.

Pursuant to the requirements under Section 134(5) read with Section 134(3)(c) of the Act with respect to Directors’
Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended 31^st March, 2025, the applicable accounting
standards have been followed along with proper explanation relating to material departures;

I b) 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 loss of the Company for the year ended on that date;

c) the Directors have 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;

d) the Directors have prepared the annual accounts on a going concern basis; and

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

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

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the customers, supply chain partners, employees, Financial Institutions,
Banks, Central and State Government authorities, Regulatory authorities and all the various stakeholders for their
continued co-operation and support to the Company. Your Directors also wish to record their appreciation for the continued
co-operation and support received from the Joint Venture partners / Associates.

For & On Behalf of the Board of Directors of
Pavna Industries Limited

Sd/- Sd/-

Asha Jain Swapnil Jain

Date: August 30, 2025 C h a i rpe rs o n & E xe c ut ive Director Managing Director

Place: Aligarh DIN : 00035024 DIN:01542555