Your Directors have pleasure in presenting the FORTY THIRD Annual Report of the Company together with the Audited Financial
Statements for the Financial Year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

OPERATIONAL PERFORMANCE

• Earnings before Interest, Depreciation, and Tax &
Amortization (EBIDTA) on a standalone basis for F.Y. 2024¬
25 was H 180.38 Cr., which has resulted in a decrease of
9.91 % in comparison with the previous year's EBIDTA.

• The Net profit after tax for F.Y.2024-25 was H 116.59 Cr,
as against H 131.25 Cr. in the previous year, resulting in
11.17 % decrease.

• The Company's standalone revenue from operations for F.Y.
2024-25 was H 1,775.72 Cr. which is an increase of 2.95%
over the previous year's revenue.

• Additionally, the consolidated revenue from operations
of the Company for the year ended March 31, 2025
was H 2,792.89 Cr. which has increased by 18.51% on a
Year on Year basis.

• Net Profit of the Company on a consolidated basis was
H 187.03 Cr. which has decreased by 4.16% as that of
the previous year.

• EPS on standalone basis is H 19.27 as against H 21.70 in the
previous year.

• Furthermore, EPS on consolidated basis is H 30.92
from H 32.26

DIVIDEND

The Board of Directors at its meeting held on May 26, 2025, has
recommended payment of H 3/- (150%) per equity share of the
face value of H 2/- each as final dividend for the financial year
ended March 31,2025. The payment of final dividend is subject to
the approval of the shareholders at the ensuing Annual General
Meeting (AGM) of the Company.

During the year under review, the Board of Directors of the
Company at its meeting held on November 12, 2024, declared
an Interim dividend of H 2/- (100%) per equity share of H 2/-
each. The total dividend amount for the financial year 2024-25,
including the proposed final dividend, amounts to H 5/- (250%)
per equity share of the face value of H 2/- each.

The interim Dividend paid and final dividend declared is in
compliance with the Dividend Distribution Policy of the Company.

The dividend payout ratio of the Company for the year under
review is 16.17%. The total outflow towards dividend on Equity
Shares for the year would be H 30.25 Cr.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ('Listing Regulations'), the Board of Directors

of the Company has in place a Dividend Distribution Policy
which aims to maintain a balance between profit retention
and a fair, sustainable and consistent distribution of profits
among its Members. The said Policy is available on the website
of the Company:

http://panamapetro.com/wp-content/uploads/2021/08/ddp-web.pdf

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the
General Reserve out of the amount available for appropriations.

CREDIT RATING

Based on the financial and operational performance of the
Company for the year under review, CARE Ratings Limited has
reaffirmed the rating on Long Term Bank Facilities to 'CARE A ;
Stable' and on Short Term Bank Facilities to CARE A1 .

ICRA Ratings Limited has reaffirmed its rating on fund based
bank facilities to [ICRA]A (Stable) and on non-fund based bank
facilities to [ICRA]A1

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2025 was
H 12.10 Cr. During the year under review, the Company has not
issued any shares. The Company has not issued shares with
differential voting rights. It has neither issued employee stock
options nor sweat equity shares and does not have any scheme
to fund its employees to purchase the shares of the Company.

MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments
affecting the financial position of the Company between the end
of the financial year and the date of this report. There has been
no change in the nature of business of the Company.

SUBSIDIARY COMPANIES AND CONSOLIDATED
FINANCIAL STATEMENTS

As on March 31, 2025, your Company has only one subsidiary,
Panol Industries RMC FZE, UAE which is registered outside India.

The Consolidated Financial Statements of the Company and its
subsidiary are prepared in accordance with the Indian Accounting
Standards notified under the Companies (Indian Accounting
Standards) Rules, 2015 ('IND AS').

The Consolidated Financial Statements of the Company and its
subsidiary, form part of the Annual Report and are reflected in
the Consolidated Financial Statements of the Company.

The Company has adopted a Policy for determining Material
Subsidiaries in terms of Regulation 16(1 ](c) of the Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ('Listing Regulations').

The Policy, as approved by the Board, is uploaded on the
Company's website:

https://panamapetro.com/old-site/wp-content/

uploads/2015/12/msp.pdf

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in
the notes to the accompanying Financial Statements.

PERFORMANCE AND FINANCIAL POSITION OF PANOL
INDUSTRIES RMC FZE

Net sales of Panol Industries RMC FZE have increased from
H 631.82 Cr. in the previous year to H 1,017.17 Cr. during FY 2024¬
25. Net profit during the period has increased by 10.24% to H 70.44
Cr, as compared to a net profit of H 63.90 Cr. in the previous year.

During the year under review, Panol Industries RMC FZE, has
transferred H 6.84 Cr. in General Reserve out of retained earnings.

Panol Industries RMC FZE, UAE, is a wholly owned subsidiary of
the Company. The Company has a manufacturing facility in Ras
Al Khaimah (UAE) with the objective of manufacturing petroleum
specialty products to cater to the GCC & MENA regions.

There has been no material change in the nature of the business
of the subsidiary. There are no associates or joint venture
companies within the meaning of Section 2(6) of the Companies
Act, 2013 ("Act”).

The plant enjoys logistic advantage since it is situated on the port
and has direct dedicated pipelines to receive and discharge raw
material and finished products directly to bulk vessels.

During the year under review, no Company has become or ceased
to be a subsidiary of the Company. The Company does not have
any associate or joint venture companies. A statement containing
the salient features of the financial position of the subsidiary
companies is detailed in Form AOC-1, annexed as Annexure A.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during
the financial year were on an arm's length basis, in the ordinary
course of business and were in compliance with the applicable
provisions of the Act and the Listing Regulations.

No material Related Party Transactions were entered during
the financial year by the Company. Accordingly, 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 not provided.

No person or entity belonging to the promoter/promoter
group, holds 10% or more shareholding in the Company, hence
disclosure of transactions entered into with any such persons/
entities is not applicable to the Company.

All Related Party Transactions are placed before the Audit
Committee for approval. Prior omnibus approval of the Audit
Committee is obtained for the transactions which are planned/

repetitive in nature. Related Party Transactions entered into
pursuant to omnibus approval so granted are placed before the
Audit Committee for its review on a quarterly basis, specifying
the nature, value and terms and conditions of the transactions.

The Company has adopted a Related Party Transactions Policy.
The Policy, as approved by the Board, is uploaded on the
Company's website at the web link:

https://panamapetro.com/otd-site/wp-content/uptoads/

2022/04/Retated-Partv-Transaction-Poticv.pdf

Details of the transactions with Related Parties are provided in
the accompanying financial statements.

RISK MANAGEMENT

Risks being uncertain events that materially impact the
organizational objectives. They are inherent in att business
activities and must be batanced white assessing returns.
Successfully managing risks is therefore the key to achieving
Company objectives and ensuring long-term sustainable growth
of the Business. With this in mind and in accordance with the
provisions of the Act and Regulation 21 of the Listing Regulations
your Company has constituted a Risk Management Committee
which has been entrusted with the responsibitity to assist
the Board in (a) approving the Company's Risk Management
Framework and (b) Overseeing att the risks that the organization
faces such as strategic, financiat, tiquidity, security, regutatory,
tegat, and other risks that have been identified and assessed to
ensure that there is a sound Risk Management Poticy in ptace to
address such concerns / risks. The Risk Management process
covers risk identification, assessment, anatysis and mitigation.
The Audit Committee has additionat oversight in the area of
financiat risks and controts.

The Company has adopted a Risk Management Poticy in
accordance with the provisions of the Act and Regutation 21 of
the Listing Regutations.

DIRECTORS

As on March 31, 2025, your Company's Board comprised of
8 Directors with considerabte experience in their respective
fietds. Of these, 4 are Executive Directors and 4 Non-Executive
(Independent) Directors. The Chairman of the Board is an
Executive Director.

APPOINTMENT & CESSATION OF DIRECTORS

In accordance with the provisions of Section 152 of the Act
and the Company's Artictes of Association, Mr. Samir Rayani
(DIN: 00002674), Director retires by rotation and, being etigibte
offers himsetf for re-appointment. The Board recommends his
re-appointment for the consideration of the Members of the
Company at the forthcoming Annuat Generat Meeting.

Based on the recommendation of the Nomination and
Remuneration Committee, the Board of Directors, at its
meeting hetd on May 26, 2025, has, subject to the approvat of
the sharehotders of the Company at the ensuing Annuat Generat

Meeting, approved the re-appointment of Mr. Hussein Rayani as
Joint Managing Director of the Company for a period of Five(5)
consecutive years commencing from October 31,2025.

Ms. Nargis Kabani, Independent Director of the Company ceased
to be the Director of the Company upon comptetion of her finat
term on ctose of business hours on February 12, 2025.

The Company ptaces on record its deep appreciation for
the contributions made by her during her association
with the Company.

Members at the 42nd Annuat Generat Meeting of the Company
hetd on August 29, 2024, had approved the appointment of Ms.
Atmas Nanda as Independent Director of the Company, to hotd
office for a term of Five (5) consecutive years.

Mr. Amirati Rayani (DIN:00002616) witt step down from the
position of Chairman of the Company, effective from the ctose
of business hours on Juty 31, 2025. He witt, however, continue
to serve as a member of the Board. Accordingty, Mr. Arif Rayani,
Executive Director, (DIN: 00245647), has been re-designated as
the Chairman of the Company and the Board, with effect from
August 01,2025.

Brief profite of the directors seeking appointment/re-
appointment have been given in the Notice convening this Annuat
Generat Meeting.

The Company has received disctosures from att the Directors
of the Company as mandated under Section 164(2) and Section
184(1) of the Companies Act, 2013. Additionatty, the Independent
Directors of the Company have submitted dectarations confirming
that they meet with the criteria of Independence as prescribed
both under sub-section (6) of Section 149 of the Companies Act,
2013 and Regutation 16(1)(b) of the Listing Regutations.

The Board of Directors, based on the dectaration(s) received
from the Independent Directors, have verified the veracity of
such disctosures and confirm that the Independent Directors
futfit the conditions of independence specified in the Listing
Regutations and the Act and are independent of the Management
of the Company.

In the opinion of the Board, att the Independent Director are
persons possessing attributes of integrity, expertise and
experience (inctuding proficiency) as required under the
appticabte taws, rutes and regutations.

The Company has issued tetters of appointment/ reappointment
to Independent Directors in the manner as provided under
Companies Act, 2013. The terms and conditions of the said
appointment are hosted on website of the Company.

The Board is of the opinion that the Independent Directors of
the Company hotd highest standards of integrity and possess
requisite quatifications, experience and expertise in the fietds
of science and technotogy, human resources, strategy, auditing,
corporate governance, etc.

The Independent Directors of the Company have inctuded their
names in the data bank of Independent Directors maintained

with the Indian Institute of Corporate Affairs in terms of Section
150 of the Act read with Rule 6 of the Companies (Appointment &
Qualification of Directors) Rules, 2014.

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 exist or may be
reasonably anticipated, that could impair or impact their ability
to discharge their duties.

During the year under review, the non-executive directors of
the Company had no pecuniary relationship or transactions
with the Company.

Details of Familiarisation Programme for the Independent
Directors are provided separately in the Corporate
Governance Report.

APPOINTMENTS/RESIGNATIONS OF THE KEY
MANAGERIAL PERSONNEL

No Key Managerial Personnel of the Company has resigned or
has been appointed during the Financial Year 2024-25.

BOARD AND COMMITTEE MEETINGS

Your Company's Board of Directors met five times during the
financial year under review. A calendar of Meetings is prepared
and circulated in advance to your Directors.

The Audit Committee of the Company as constituted by the
Board is headed by Mr. Ashok Mukhi with Mr. Samir Rayani and
Mr. Kumar Raju Nandimandalam as Members.

There have not been any instances during the year when
recommendations of the Audit Committee were not
accepted by the Board.

Details of the composition of the Board, its Committees and
the Meetings held and attendance of the Directors at such
Meetings, are provided in the Corporate Governance Report.
The intervening gap between the Meetings was within the period
prescribed under the Act and the Listing Regulations.

PROCEDURE FOR NOMINATION AND APPOINTMENT
OF DIRECTOR

The Nomination and Remuneration Committee is responsible
for developing competency requirements for the Board based
on the industry and strategy of the Company. Board composition
analysis reflects in-depth understanding of the Company,
including its strategies, environment, operations, financial
condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap
analysis to refresh the Board on a periodic basis, including each
time a Director's appointment or re-appointment is required.
The Committee is also responsible for reviewing and vetting
the resume of potential candidates vis-a-vis the required
competencies and meeting potential candidates, prior to making
recommendations of their nomination to the Board. At the time

of appointment, specific requirements for the position, including
expert knowledge expected, is communicated to the appointee.

CRITERIA FOR DETERMINING QUALIFICATIONS,
POSITIVE ATTRIBUTES AND INDEPENDENCE OF A
DIRECTOR

The Nomination and Remuneration Committee has formulated
the criteria for determining qualifications, positive attributes
and independence of Directors in terms of provisions of Section
178(3) of the Act and Regulation 19 read with Part D of Schedule
II of the Listing Regulations.

Independence: In accordance with the above criteria, a
Director will be considered as an 'Independent Director' if he/
she meets with the criteria for 'Independent Director' as laid
down in the Companies Act, 2013 and Regulation 16(1)(b) of the
Listing Regulations.

Qualifications: A transparent Board nomination process is
in place that encourages diversity of thought, experience,
knowledge, perspective, and gender. It is also ensured that
the Board has an appropriate blend of functional and industry
expertise. While recommending the appointment of a Director,
the Nomination and Remuneration Committee considers
the manner in which the function and domain expertise of
the individual will contribute to the overall skill-domain
mix of the Board.

Positive Attributes: In addition to the duties as prescribed
under the Companies Act, 2013, the Directors on the Board of
the Company are also expected to demonstrate high standards
of ethical behavior, strong interpersonal skills and soundness
of judgment. Independent Directors are also expected to
abide by the 'Code for Independent Directors' as outlined in
Schedule IV to the Act.

GOVERNANCE GUIDELINES

The Company has adopted Governance Guidelines on Board
Effectiveness. The Governance Guidelines encompasses aspects
relating to composition and role of the Board, Chairman and
Directors, Board Diversity, Definition of Independence, Term of
Directors, and Committees of the Board. It also covers aspects
relating to Nomination, Appointment, Induction and Development
of Directors, Director's Remuneration, Subsidiary oversight,
Code of Conduct, Board Effectiveness Review and Mandates of
Board Committees.

ANNUAL EVALUATION OF BOARD PERFORMANCE
AND PERFORMANCE OF ITS COMMITTEES AND OF
DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and
Listing Regulations, the Board has carried out annual evaluation
of its own performance, performance of the Directors as well as
the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined
the evaluation criteria, procedure and time schedule for the

Performance Evaluation process for the Board, its Committees
and Directors.

The Board's functioning was evaluated on various aspects,
including inter alia structure of the Board, qualifications,
experience and competency of Directors, diversity in Board
and process of appointment; Meetings of the Board, including
regularity and frequency, agenda, discussion and dissemination
of information; functions of the Board, including strategy
and performance evaluation, corporate culture and values,
governance and compliance, evaluation of risks, grievance
redressal for investors, stakeholder value and responsibility,
conflict of interest, review of Board evaluation and facilitating
Independent Directors to perform their role effectively; evaluation
of management's performance and feedback, independence of
management from the Board, access of Board and management
to each other, succession plan and professional development;
degree of fulfillment of key responsibilities, establishment and
delineation of responsibilities to Committees, effectiveness of
Board processes, functioning and quality of relationship between
the Board and management.

Directors were evaluated on aspects such as attendance and
contribution at Board/ Committee Meetings and guidance/
support to the management outside Board/Committee
Meetings. In addition, the Chairman was also evaluated on key
aspects of his role, including setting of the strategic agenda
of the Board, encouraging active engagement by all Board
members, motivating and providing guidance to the Managing
Director & CEO.

Areas on which the Committees of the Board were assessed
included degree of fulfillment of key responsibilities, adequacy
of Committee composition and effectiveness of meetings. The
performance evaluation of the Independent Directors was
carried out by the entire Board, excluding the Director being
evaluated. The performance evaluation of the Chairman and the
Non-Independent Directors was carried out by the Independent
Directors who also reviewed the performance of the Board as
a whole. The Nomination and Remuneration Committee also
reviewed the performance of the Board, its Committees and of
the Directors. The Chairman of the Board provided feedback to
the Directors on an individual basis, as appropriate. Significant
highlights, learning and action points with respect to the
evaluation were presented to the Board on regular intervals.

The above criteria are broadly based on the Guidance Note on
Board Evaluation issued by the Securities and Exchange Board
of India on January 5, 2017.

REMUNERATION POLICY

Your Company has adopted a Remuneration Policy for the
Directors, Key Managerial Personnel and Senior Management,
pursuant to the provisions of the Act and Listing Regulations.

The philosophy for remuneration of Directors, Key Managerial
Personnel of the Company is based on the commitment of

fostering a culture of leadership with trust. The Remuneration
Policy of the Company is aligned to this philosophy.

The remuneration policy can be accessed at:

http://panamapetro.com/wp-content/uploads/2015/12/

Nomination-and-Remuneration-policy.pdf

The Nomination and Remuneration Committee has
considered the following factors while formulating the
Policy:

(i) The level and composition of remuneration is reasonable
and sufficient to attract, retain and motivate Directors to
perform in a manner of the quality required to run the
Company successfully;

(ii) Relationship of remuneration to performance is clear and
meets appropriate performance benchmarks; and

(iii) Remuneration to Directors, Key Managerial Personnel
and Senior Management involves a balance between
fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the
Company and its goals.

Details of the Remuneration Policy are given in the Corporate
Governance Report.

LISTING OF SHARES

Your Company's shares are listed on the BSE Limited and
National Stock Exchange of India Limited. The Company has paid
the listing fees for the financial year 2024-2025.

CORPORATE GOVERNANCE

Your Company has implemented all the mandatory requirements
pursuant to Listing Regulations. A separate report on Corporate
Governance is given as a part of the Annual Report along with the
certificate received from the Practicing Company Secretary, M/s.
Milind Nirkhe & Associates, Company Secretaries, confirming
the compliance.

PUBLIC DEPOSITS

During the year under review, your Company did not accept any
deposits from the public.

INSURANCE

Your Company has taken adequate insurance cover for
all its assets.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls
with reference to financial statements. Your Company has
adopted the policies and procedures for ensuring the orderly
and efficient conduct of its business, including adherence to
the Company's policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy

and completeness of the accounting records and the timely
preparation of reliable financial disclosures.

The Audit Committee has satisfied itself on the adequacy and
effectiveness of the internal financial control systems laid down
by the management. The Statutory Auditors have confirmed
the adequacy of the internal financial control systems over
financial reporting.

CORPORATE SOCIAL RESPONSIBILITY

As an integral part of our commitment to good corporate
citizenship, your Company strongly believes in adopting
steps to improve the quality of life of the people in the
communities around us.

Founded on the philosophy that society is not just another
stakeholder in its business, but the prime purpose of it, the
Company, across its various operations is committed to making
a positive contribution towards achieving long-term stakeholder
value creation.

As the operations have expanded, your Company has retained a
collective focus on the various areas of corporate sustainability
that impact people, environment and the society at large.

The Company has adopted a Corporate Social Responsibility
(CSR) Policy in compliance with the provisions of the Companies
Act, 2013. As part of its CSR initiatives, the Company has
undertaken projects in the areas of promoting health care
and education.

The above projects are in accordance with Schedule VII of the
Act. The Company has spent H 4.32 Cr. towards the CSR projects
during the current Financial Year 2024-25.

A brief outline of the CSR policy of the Company and the initiatives
undertaken by the Company on CSR activities during the year are
set out in Annexure B of this report in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules, 2014.
For other details regarding the CSR Committee, please refer to
the Corporate Governance Report, which is a part of this report.

POLICY ON PREVENTION, PROHIBITION AND

REDRESSAL OF SEXUAL HARASSMENT AT

WORKPLACE

The Company has zero tolerance for sexual harassment at
workplace and has adopted a Policy on Prevention, Prohibition
and Redressal of Sexual Harassment at the Workplace, in line
with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the Rules made there under. With the objective of ensuring
a safe working environment, where employees feel secure, the
said Policy aims to provide protection to all its employees at the
workplace and redress complaints of sexual harassment and for
matters connected or incidental thereto. The Company has also
constituted an Internal Complaints Committee, to deal with the
complaints of sexual harassment and recommend appropriate
action there upon.

The Company has not received any complaint of sexual
harassment during the financial year 2024-25.

TRANSFER TO THE INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act,
2013, the amounts of dividend remaining unpaid or unclaimed
for a period of seven years from the date of its transfer to the
unpaid dividend account of the Company, are required to be
transferred to the Investor Education and Protection Fund (IEPF)
set up by the Government of India. Consequently, no claim shall
lie against the Company in respect of any such amounts.

The amount of unpaid/unclaimed dividend up to the financial
year 2016-2017 has been transferred to IEPF. Members who have
not yet encashed their dividend warrant(s) for the financial year
ended March 31, 2018 and for any subsequent financial years,
are requested to make their claims to the Company without any
delay, to avoid transfer of their dividend / shares to the Fund/
IEPF Demat Account.

Members are also requested to note that, pursuant to the
provisions of Section 124 of the Act and the IEPF Rules, the
Company is obliged to transfer all shares on which dividend has
not been paid or claimed for seven consecutive years or more to
an IEPF Demat Account.

Members/claimants whose shares, unclaimed dividend, have
been transferred to the IEPF Demat Account or the Fund, as the
case may be, may claim the shares or apply for refund by making
an application to the IEPF Authority in Form IEPF- 5 (available
on iepf.gov.in) along with requisite fee as decided by the IEPF
Authority from time to time.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, to provide
a formal mechanism to the Directors, employees and other
stakeholders of the Company, to report their concerns about
unethical behavior, actual or suspected fraud or violation of the
Company's Code of Conduct or ethics policy. The Policy provides
for adequate safeguards against victimization who avail the
mechanism and also provides for direct access to the Chairman
of the Audit Committee. It is affirmed that no personnel of the
Company have been denied access to the Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

No significant material orders have been passed by the
Regulators or Courts or Tribunals which would impact the going
concern status of the Company and its future operations.

AUDITORS

• STATUTORY AUDITORS

Pursuant to Sections 139 & 142 of the Companies Act, 2013,
and the Rules made thereunder, JMR & Associates LLP,

Chartered Accountants, (Firm Registration No.106912W/
W100300) Mumbai, was appointed as Statutory Auditors
of the Company to hold office for a period of Five (5)
consecutive years from the conclusion of the Annual
General Meeting (AGM) held in 2020 until the conclusion of
the Annual General Meeting to be held in the year 2025.

JMR & Associates LLP, Chartered Accountants (Firm
Registration No. 106912W/W100300) the Statutory Auditors
of the Company,wiUhotd office till the conclusion of the Annual
General Meeting of the Company to be held in the year 2025.
The Board has recommended the re-appointment of JMR
& Associates LLP, Chartered Accountants as the Statutory
Auditors of the Company, for a second term of Five (5)
consecutive years, from the conclusion of the Annual
General Meeting scheduled to be held in the year 2025 till
the conclusion of the Annual General Meeting to be held in
the year 2030, for approval of shareholders of the Company,
based on the recommendation of the Audit Committee.

The Notes on financial statement referred to in the Auditors'
Report are self-explanatory and do not call for any further
comments. The Auditors' Report does not contain any
qualification, reservation, adverse remark or disclaimer.

The Auditors' Report for the financial year ended March 31,
2025 on the financial statements of the Company is a part
of this Annual Report.

• COST AUDITORS

The Company is required to maintain cost records as
specified by the Central Government under sub-section (1)
of Section 148 of the Act, read with the Companies (Cost
Records and Audit) Rules, 2014 as amended from time to
time, and accordingly such accounts and records are made
and maintained in the prescribed manner.

Based on the Audit Committee recommendation at its
meeting held on May 26, 2025, GMVP & Associates LLP
(LLPIN:-AAG-7360) has been appointed by the Board as the
Cost Auditors of the Company for conducting an audit of the
cost accounting records of the Company for the financial
year commencing from April 01,2025 to March 31, 2026.

A Certificate from GMVP & Associates LLP, has been
received, confirming that they are free from the
disqualifications, as specified in the provisions of Section
141 of the Act and Rules framed thereunder.

Pursuant to the provisions of Section 148 of the Act read
with the Companies (Audit and Auditors) Rules, 2014,
Members are requested to consider the ratification of the
remuneration payable to GMVP & Associates LLP.

• SECRETARIAL AUDITOR

The Secretarial Audit Report issued by M/s Milind Nirkhe
& Associates, Company Secretaries, for F.Y. 2024-2025

is annexed as Annexure C to this Report. The Secretarial
Audit Report for the financial year ended March 31, 2025
does not contain any qualification, reservation, adverse
remark or disclaimer.

Further, pursuant to the provisions of Regulation 24A and
other applicable provisions of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, read
with Section 204 of the Companies Act, 2013 and Rule 9
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Audit Committee
and the Board of Directors, at their respective meetings
held on May 26, 2025, have recommended the appointment
of M/s. Milind Nirkhe & Associates, a proprietorship firm
(Firm Registration No. S1992MH790200), as the Secretarial
Auditor of the Company, for a term of up to Five (5)
consecutive financial years, commencing from F.Y. 2025-26
up to F.Y. 2029-30, for the approval of the Members at the
ensuing Annual General Meeting .

M/s. Milind Nirkhe & Associates, a proprietorship firm
(Firm Registration No. S1992MH790200), have confirmed
that their appointment, if made, will comply with the
eligibility criteria in terms of SEBI Listing Regulations.
Further, the Secretarial Auditor has confirmed that he
has subjected to Peer Review process by the Institute of
Company Secretaries of India ("ICSI") and holds valid
certificate issued by the Peer Review Board of ICSI.

A detailed proposal for appointment of Secretarial auditor forms
part of the Notice convening this AGM.

SECRETARIAL STANDARDS OF ICSI

The Company complies with all applicable secretarial standards
issued by the Institute of Company Secretaries of India.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Cost
Auditors and Secretarial Auditor have not reported to the Audit
Committee, any instances of frauds committed in the Company,
by any of its Officers or Employees, under Section 143(12) of the
Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO

A. Conservation of Energy:

The Company is aware of energy consumption and
environmental issues related to it and is consistently
making sincere efforts towards conservation of energy. The
Company is in fact engaged in the continuous process of
further energy conservation through improved operational
and maintenance practices.

The Company has taken adequate actions to conserve
the energy by introducing technically improved blending
system resulting in reduction of process time.

(i) Steps Taken or Impact on Conservation of Energy:

Aligned with the Company's dedication to energy
conservation, all plants continue to focus on
enhancing energy efficiency through innovative
measures, minimizing wastage, and optimizing
consumption. Below are some initiatives undertaken
by the Company in this regard:

1. The Company has enhanced its conventional
mixing technology, leading to significant
energy savings.

2. Automation upgrades in the Company's
processes have resulted in considerable energy
conservation in comparison to previous practices.

3. Installation of solar power systems has
contributed significantly to reducing overall
energy consumption.

4. Various measures have been implemented at
the Company's plants to optimize energy usage.

5. Deployment of energy-efficient motors and solar
installations aims to maximize power utilization
while reducing environmental impact.

(ii) Steps taken by the Company for utilizing alternate
sources of Energy:

In addition to various initiatives around energy
efficiencies, the Company is also focused on
renewable sources of energy. Various steps have been
taken for utilizing alternate sources of energy.

(iii) Capital Investment on Energy Conservation
Equipment:

During the year, the Company has invested in various
energy conservation equipment, which included,
various energy efficient electric motors. The Company
has also installed power efficient material handling
and flowing system which has played a major role in
energy saving. The Company has also improved its
thermo packs to get better fuel efficiency and lower
emission stack.

B. Technology Absorption:

(i) Efforts made towards Technology Absorption:

Technology serves as a pivotal enabler and core
facilitator, representing one of the strategic pillars
of the Company. From the outset, your Company has
remained at the forefront of harnessing technology
to enhance the quality of the products and services
offered to our customers.

Our Ankleshwar Plant hosts a state-of-the-art
R&D Centre, playing a pivotal role in numerous

breakthroughs in product development. This facility
boasts modern testing and analytical equipment and
is staffed by a team of highly qualified technocrats.
Our robust R&D capabilities, has empowered us to
develop new products of superior quality and also
assist in research for import substitution, energy
conservation and control of pollution.

Furthermore, our commitment to R&D extends
towards endeavors such as research for import
substitution, energy conservation, and pollution
control. Our technical center has successfully
engineered a range of innovative products adhering to
international quality standards, designed to minimize
environmental impact.

(ii) Benefits derived like product improvement,
cost reduction, product development or import
substitution:

Technology has played a major role in ensuring
high level of service delivery and has been a true
strategic partner. The Company has derived many
benefits from R&D and technology absorption which
includes product development, product improvement
& effective cost management.

(iii) In case of imported technology (imported during the
last three years reckoned from the beginning of the
financial year):

(a) the details of technology imported: The Company
has not imported any technology during the last
three financial years.

(b) the year of import: Not Applicable

(c) whether the technology has been fully
absorbed: Not Applicable

(d) if not fully absorbed, areas where absorption
has not taken place, and the reasons thereof:
Not Applicable

Expenditure on research & development

The expenditure on R&D activities incurred during the
year is given hereunder:

C. Foreign exchange earnings and outgo:

i. Export Activities: During the year under review the
Company has made Import/Export as given in (ii) below.

ii. Foreign Exchange Earnings and Outgo:

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read
with Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, and the information
required under Rule 5(2) and (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is
annexed as Annexure D forming part of this Report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on March 31, 2025 is available on the
Company's website at http://panamapetro.com/annuaL-return/

AUDITORS' REPORT

Comments made by the Statutory Auditors in the Auditors' Report
are self- explanatory and do not require any further clarification.

MANAGEMENT DISCUSSION & ANALYSIS REPORT,
BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT AND CORPORATE GOVERNANCE REPORT

The Management Discussion and AnaLysis Report, the
Business ResponsibiLity & SustainabiLity Report and the Report
on Corporate Governance, as required under the Listing
Regulations, forms part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) and 134(5) of
the Companies Act, 2013, and to the best of their knowLedge
and beLief and according to the information and expLanations
obtained by them and same as mentioned eLsewhere in this
Report, the attached AnnuaL Accounts and the Auditors' Report
thereon, your Directors confirm that:

(i) in the preparation of the annuaL accounts, the appLicabLe
accounting standards have been foLLowed and that there
are no materiaL departures;

(ii) they 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 at the end
of the financiaL year and of the profit of the Company
for that period;

(iii) they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Act, for safeguarding the assets
of the Company and for preventing and detecting fraud and
other irregularities;

(iv) they have prepared the annual accounts on a
going concern basis;

(v) they have Laid down internaL financiaL controLs to be
foLLowed by the Company and that such internaL financiaL
controLs are adequate and are operating effectiveLy;

(vi) they have devised proper systems to ensure compLiance
with the provisions of aLL appLicabLe Laws and that such
systems are adequate and operating effectiveLy.

ACKNOWLEDGEMENT

We thank our Clients, Investors, Dealers, Suppliers and Bankers
for their continued support during the year. We pLace on record
our appreciation for the contributions made by employees at all
levels. Our consistent growth was made possible by their hard
work, solidarity, co-operation and support.

By Order of the Board of Directors
For Panama Petrochem Limited

Amirali E. Rayani

Date: May 26, 2025 Chairman

Place: Mumbai DIN:00002616