Your Directors are pleased to present 30^th Annual Report on the business and operations of the Company along with Audited Financial Statements (Standalone and Consolidate) and the Auditor’s Report thereon for the financial year ended on March 31,2024.

1. FINANCIAL RESULTS

Financial Performance of the Company for the year ended 31^st March, 2024 is summarized below:

fRs. Tn Lakhl

2. OPERATIONAL PERFORMANCE Standalone Operational Performance

During the review, the Company has generated revenue from operation Rs. 28,273.49 lakh which is 7.41% higher than Rs. 26,323.09 lakh in FY 2022-23. Operating Expenses of the Company has also increased by 6.20% than to last FY.

The Company has booked Profit Before Tax (PBT) of Rs. 1047.38 Lakh and Net Profit of Rs. 777.5 lakh compare to last year of Rs. 1002.12 lakh and Rs. 728.53 lakh respectively.

Subsidiary Operational Performance

The Company has five subsidiaries. Performance of the subsidiaries have contributed positive increase in the revenue as well as operational profit as per below table shows-

Consolidated Operational Performance

During the year, under review, consolidated revenue from operations for the year ended as on March 31, 2024 is Rs. 31,687.49 lakhs, while last year operational revenue was 36,222.20 lakh. However the expenses have also decreased by 14.27% compare to last year. The Company has booked Net Profit of 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. 777.50 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. 1,500 Lakhs.

During the year, the Shareholders of the Company has increased its Authorised Share Capital by Rs.300 Lakhs by Passing Ordinary Resolution through Postal Ballot on November 15, 2023 in their Extra-Ordinary General Meeting.

So, the Authorised Share Capital of the Company at the end of the Financial Year stands at Rs. 1,800 Lakhs.

(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.l0/-each.

During the year, the Company has not increased its Paid-Up Share Capital.

So, at the end of the Financial Year, the Paid-Up Share Capital stands at Rs. 1,218.08 Lakhs only.

6. FUND RAISING

The Shareholders of the Company passed Resolution through Postal Ballot on November 15, 2023 in their Extra-Ordinary General Meeting approving the Fund raising through Further Public Offer of Equity Shares. But later on, Decision of Fund Raising through Further Public Offer was withdrawn by the Board of Directors and approved the Fund raising through the Right Issue of Equity Shares in their Meeting held on January 10, 2024.

Fund Raising through Right Issue of Equity Shares was also revoked by the Board of Directors in their meeting held on August 14, 2024 due to deferment of the plans.

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 year under review.

9. SUBSIDIARIES

The Comoanv has ('Four') subsidiaries as at March 31. 2024 and detail subsidiaries as follows-

One of the subsidiaries of the company M/s Pavna Goyam Auto Private Limited ceased to be a subsidiary

w.e.f 11.05.2023.

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 migrated the Long-term rating from ‘CRISIL BB /Stable to 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

One of the subsidiaries of the company M/s Pavna Goyam Auto Private Limited ceased to be a subsidiary w.e.f 11.05.2023.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 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 2023-24 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 Act, 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. LQAND AND ADVANCES

During the Financial Year 2023-24, 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 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-l”.

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, 2024 was 796.

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 year with related parties were on an arm’s length basis and mostly in the ordinary course of business. There were no material related party transactions (RPTs) undertaken by the Company during the year that require Shareholders’ approval under Regulation 23(4) of the SEBI Listing Regulations or Section 188 of the Act. The approval of the Audit Committee was 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 2023-24.

21. CORPORATE SOCIAL RESPONSIBILITY

During the year under review the Company has spent Rs. 17.00 lakh 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.navna.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) Eire Non-Executive Independent Directors and 3 (Three) Executive Director and l(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 Directors were appointed on the Board of the Company as on date of this report:

1. Ms.Himani Bhootra (DIN: 09811030) (w.e.f 17.04.2023)

2. Ms.Priyanka Moodra (DIN: 09485101) (w.e.f 14.08.2023)

3 .Mr. Achyutanand Ramchandra Mishra (DIN: 0940098) (w.e.f 01.09.2023)

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

(b) Retire by Rotation

In accordance with provisions of the Act and the Articles of Association of the Company, Mrs. Priya Jain, Executive Director (DIN: 03355623) 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, 4. Mr. Makarand Mahajan resigned from the post of Chief Financial Officer w.e.f 31.07.2023 and Mr. Ravindra Madan Mohan Agrawal was appointed on 11.09.2023 but resigned w.e.f

28.12.2023. Mrs. Palak Jain was appointed as Chief Financial Officer w.e.f 20.01.2024.

Ms. Charu Singh has resigned from the position of Company Secretary and Compliance Officer of the Company w.e.f. 28^th August, 2024.Ms. 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. Ravindra Jagannath Rao Pise was appointed as Chief Executive Officer of the Company on September

1.2023. Mr. Alok kumar sharma (deputy general manager) was appointed as key managerial personnel w.e.f November 7, 2023.

Mr. Arun Khanna (general manager) was appointed as key managerial personnel w.e.f November 7, 2023.

Mr. Pankaj Kumar Aggarwal (assistant vice president-production) was appointed as key managerial personnel w.e.f November 7, 2023.

Mr. Ram Karan Malik (chief technical officer) was appointed as key managerial personnel w.e.f November 7, 2023.

Mr. Rachakonda Sambasiva Murthy as a kmp w.e.f januray 10, 2024 w.e.f November 7, 2023 and was terminated w.e.f August 13, 2024.

24. 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(l)(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 fulfill the conditions specified in the Companies Act, 2013 ('the Act') as well as the Rules made thereunder and are independent of the management.

25. 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 year is available on the website of the Company at www.pavna.in.

26. 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.

27. 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 hold on 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 N0.005560C) 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 and whose term shall expire on the upcoming Annual General Meeting. Resolution for appointment of 2013 M/s. Arun Varshney & Associates, Chartered Accountants (Firm Registration N0.005560C), Chartered Accountants has been proposed in the upcoming Annual General Meeting for their Regularization for a term of Five years and on such remuneration as decided by the Board of Directors in consultation with the Audit Committee.

The Statutory Auditors' Report for the financial year ended 31^st March, 2024 forming part of the Annual Report, contains an emphasis of matter on Financials of the Company.

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 reenactments) 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 year ended March 31, 2024.

The Report of the Secretarial Audit for the financial year ended March 31, 2024 is annexed herewith as “Annexure-6”.

The Secretarial Audit Report for 2023-24 does not contain any qualification, reservation or adverse remarks.

28. MEETINGS OF THE BOARD

During the year, the Board of Directors met 6 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 year was not more than 120 days.

29. 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 Report. Further, during the year under review, all recommendations made by the various committees have been accepted by the Board.

30. GENERAL MEETINGS

During the year, Members of the Company met 1 time. For details, please refer to the Report on Corporate Governance, which forms part of this Annual Report as “Annexure-7”.

31. 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.

32. 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.

33. 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. For details, please refer to the Report on Corporate Governance, which forms part of this Annual Report as “Annexure-7”.

34. HUMAN RESOURCES

No complaints/suggestions were received during the year.

The focus on human capital continued to be a cornerstone of the Company’s strategic endeavours. Recognizing the pivoted 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 wellbeing.

The Company has a strength of permanent employees and contract workers as on 31st March, 2024. From the total permanent employees, over 26.38% are Women.

35. 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 2023-24 is available on the website of the Company.

36. 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.

37. MARKET PRICE DATA

The shares of the Company were traded as under during 2023-2024.

(Source: www. nseindia. com and www. bseindia. com)

Company got listed on BSE from June 1, 2024.

MARKET PRICE VARIATION IN RELATION TO NSE SENSEX DURING 2023-2024:

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 2023-2024:

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

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(Source: www.bseindia.com)

38. SHAREHOLDING PATTERN

The Shareholding Pattern of the Company as on 31st March, 2024 is as follows:

39. OTHER DISCLOSURES

1. DETAILS OF NON-COMPLIANCE BY THE LISTED ENTITY. PENALTIES. STRICTURES IMPOSED ON THE LISTED ENTITY BY STOCK EXCHANGED OR THE BOARD OR ANY STATUTORY AUTHORITY. ON ANY MATTER RELATED TO CAPITAL MARKETS. DURING THE LAST THREE YEARS

2. PREVENTION OF SEXUAL HARASSMENT

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. Internal Complaints Committee (‘ICC’) is in place for all works and offices of the Company to redress complaints received regarding sexual harassment.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013 during the Financial Year 2023-24:

a. number of complaints filed during the financial year : Nil

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

c. number of complaints pending as on end of the financial year : Nil

3. 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’). Mr. Dhruv Jain, the Independent Director of the Company, has been appointed as Director of PAEPL.

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

40. 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 2023-24.

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, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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, 2024 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/-

Swapnil Jain

Date: September 4,2024 Managing Director

Place: Aligarh_DIN:01542555