Your Directors are pleased to present the 49^th Annual Report and the Company's audited financial statement (Standalone
and Consolidated) for the financial year ended 31^st March, 2025.

Financial Results:

The Company's financial performance, for the year ended 31^st March, 2025 is summarized below:

Amount in Rs. Lakhs

Result of Operations and the state of Company's affairs:

Your company has generated a consolidated net revenue
of Rs. 3,22,658 Lakhs, EBITDA at Rs. 34,689 Lakhs, PAT at Rs.
11,945 Lakhs for the financial year 2024-25.

Consolidated Financial Statement:

The Consolidated Financial Statements of the Company, its
subsidiaries prepared in accordance with the Companies
Act, 2013 and applicable Indian Accounting Standards
along with all relevant documents and the Auditors'
Report form part of this Annual Report. The Consolidated
Financial Statements presented by the Company include
the financial results of its subsidiary companies. The
Financial Statements as stated above are also available
on the website of the Company and can be accessed at the
website viz., www.pennarindia.com.

Subsidiaries':

The following are five subsidiaries of the company as on 31^st
March, 2025.

a. Pennar Global, Inc. USA

b. Pennar GmbH, Germany

c. Enertech Pennar Defense and Engineering Systems
Private Limited

d. Pennar Metals Private Limited

e. Pennar FZCO, Dubai

The performance of the subsidiaries is as hereunder:

(a) Pennar Global INC, USA

Pennar Global Inc. is in the business of providing
engineering services and marketing Pennar Products
across the United States of America. The company has
recorded a consolidated net revenue of 81.86 Million
USD for the financial year 2024-25.

(b) Pennar Gmbh

Pennar Gmbh is in the business of providing
engineering services to our European clients. The
company has recorded a net revenue of 2.21 million
Euros for the financial year 2024-25.

(c) Enertech Pennar Defense and Engineering Systems
Private Limited

Enertech Pennar Defence and Engineering Systems
Private Limited has recorded a net revenue of Rs. 14.17
crores for the financial year 2024-25.

(d) Pennar Metals Private Limited

Pennar Metals Private Limited has recorded a net
revenue of Rs. 1.08 crores for the financial year 2024¬
25.

(e) Pennar FZCO

Pennar FZCO, a wholly owned subsidiary, was
incorporated on 15th November 2024. The subsidiary is
currently in the process of establishing its operations
and has not commenced business activities as of the
reporting date.

The financial position of each of the subsidiaries, as
per the Companies Act, 2013 is annexed. The Policy for
determining material subsidiaries may be accessed
on the Company's website at the link: https://www.
pennarindia.com/policy-determining-material.php.
The information on subsidiaries pursuant to Section
129(3) of the Act read with rule 5 of the Companies
(Accounts) Rules, 2014 is annexed herewith as
Annexure - A in Form AOC - 1.

Step down subsidiaries:

The following are six step-down subsidiaries of the
company as on 31^st March, 2025.

a. Pennar Global Metals, LLC

b. Ascent Buildings, LLC

c. Cadnum SARL

d. Pennar Global Investments, LLC

e. Pennar Americas Engineering, LLC

f. Pennar Americas Hydraulics, LLC
Joint Venture:

During the year the company formed a joint venture
company viz., ZAP91 Solar India Private Limited.

Material Changes and Commitments if any affecting the
financial position of the company which have occurred
between the end of the financial year of the company to
which the financial statements relate and the date of the
report

There are no material changes and commitments affecting
the financial position of the Company.

Dividend, Fixed Deposits and General Reserves:

The company has been investing in new capital to expand
its product profile and increase the markets. This has already
shown results by achieving highest sales and EBIDTA. Most
of these activities are planned through internal sources.
Therefore, your Directors are not recommending dividend
on equity shares. Your Company has not accepted any
fixed deposits and no amount has been carried to General
Reserves during the year.

Share Capital:

Your company share capital as on 31^st March, 2025 is Rs.
6,747.31 lakhs (13,49,46,231 equity shares of Rs. 5 each).

Particulars of Loans given, Investments made, Guarantees
given and Securities provided:

Particulars of loans given, investments made, guarantees
given and securities provided along with the purpose for

which the loan or guarantee or security is proposed to be
utilized by the recipient are provided in the standalone
financial statement.

Internal Financial Controls:

The details in respect of internal financial control and their
adequacy are included in the Management Discussion &
Analysis, which forms part of this report.

Contract and Arrangement with Related Parties:

All contracts / arrangements / transactions entered by the
Company during the financial year with related parties were
in the ordinary course of business and on an arm's length
basis. During the year, the Company had entered into
contract / arrangement / transaction with material related
party which could be considered material in accordance
with the policy of the Company on materiality of related
party transactions. The Policy on materiality of related party
transactions and dealing with related party transactions as
approved by the Board may be accessed on the Company's
website at the link: https://www.pennarindia.com/policy-
related-party-transactions.php

The Information on transactions with related parties
pursuant to Section 134(3)(h) of the Act read with rule
8(2) of the Companies (Accounts) Rules, 2014 are annexed
herewith as Annexure - B in Form AOC-2.

Change in the nature of business, if any:

There is no material change in the nature of business
affecting the financial position of the Company for the year
ended 31^st March, 2025.

Credit Rating:

CARE has reaffirmed the 'CARE A' Stable (Single A; Outlook:
Stable) with rating assigned to long term bank facilities.
Further, CARE has reaffirmed the 'CARE A1' (A One) rating to
short term bank facilities of the Company.

Cash profit:

Your company has undertaken a number of steps to
maintain strong liquidity levels. The consolidated cash
profit is at Rs. 188.34 Crores. Your company continues to
focus on generating strong cash flows to meet its future
growth plans and is comfortable with its current liquidity
positions.

Board of Directors and Key Managerial Personnel:

None of the Directors of the company are disqualified under
the provisions of the Act or under the Listing Regulations.

Mr. Aditya Rao who retire by rotation and being eligible
offer himself for re-appointment. Your Board recommends
his appointment. Pursuant to the provisions of Listing
Regulations, brief particulars of the Directors who are
proposed to be appointed/re-appointed are provided as
an annexure to the notice convening the Annual General
Meeting.

The Company has received declarations from all the

Independent Directors of the Company 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 under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Company has
devised a Policy for performance evaluation of Independent
Directors, Board, Committees and other individual Directors
which includes criteria for performance evaluation of the
Non-Executive Directors and Executive Directors. The details
of programmes for familiarisation of Independent Directors
with the Company, their roles, rights, responsibilities in the
Company, nature of the industry in which the Company
operates, business model of the Company and related
matters are put up on the website of the Company at the
link: https://www.pennarindia.com/policy-familiarization-
programme.php

Meetings of the Board:

Five meetings of the Board of Directors were held during the
year. For further details, please refer the same in Corporate
Governance report in this Annual Report.

Directors Responsibility Statement:

In terms of Section 134 (3)(c) of the Companies Act, 2013, the
Board of Directors state that:

a) in the preparation of the annual accounts for the year
ended 31^st March, 2025, the applicable accounting
standards have been followed and there are no
material departures from the same;

b) the Directors have selected such accounting policies
and applied them consistently and made judgements
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 the profit 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 the 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;

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

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

Corporate Governance:

The Company is committed to maintain the highest standard
of corporate governance and adhere to the corporate
governance requirements set out by Securities Exchange

Board of India. The Report on corporate governance
as stipulated under the Listing Regulations is annexed
herewith as Annexure - C. The requisite certificate from a
firm of Chartered Accountants confirming compliance with
the conditions of corporate governance is annexed herewith
as Annexure - D.

Corporate Social Responsibility (CSR):

Pursuant to the provisions of Section 135 and Schedule VII
of the Companies Act, 2013, CSR Committee of the Board
of Directors had framed the policy on Corporate Social
Responsibility. The same is hosted on the website of the
Company viz., https://www.pennarindia.com/csr-policy.
php. The Company has a CSR Committee to monitor
adherence to Corporate Social Responsibility Policy
and to track transactions related to CSR activities etc. A
detailed report on the CSR activities inter- alia disclosing
the composition of CSR Committee and CSR activities is
attached as Annexure - E to this Report.

Nomination and Remuneration Policy:

The Nomination and Remuneration Committee of the
Company identifies the persons, who are qualified to
become Directors of the Company / who may be appointed
in Senior Management in accordance with the criteria laid
down and recommend to the Board for their appointment
and removal. The Committee also carries out evaluation
of every Director's performance. The Committee has
formulated the criteria for determining qualifications,
attributes, independence of the Directors and recommend
to the Board a Policy, relating to the remuneration for the
Directors, Key Managerial Personnel and other employees.

Risk Management:

Pursuant to section 134 (3) (n) of the Companies Act, 2013
and SEBI (LODR) Regulations, 2015, the company has
formulated a policy on risk management and constituted
a Risk Management Committee which lays down various
risk mitigating practices that your Company is required to
implement in the Company. At present, the company has
not identified any element of risk which may threaten the
existence of the company. The risk management policy is
hosted on the website of the Company viz., https://www.
pennarindia.com/risk-management-policy.php

Statutory Auditors:

M/s. M S K A & Associates, Chartered Accountants (Firm
Registration No. 105047W) were appointed as the Statutory
Auditors of the Company to hold office for a term of five
consecutive years from the conclusion of the Annual
General meeting held in the year 2022 till the conclusion of
the Annual General Meeting to be held in the year 2027. The
Auditors' Report is unmodified i.e. it does not contain any
qualification, reservation or adverse remark or disclaimer.

Cost Auditors:

In accordance with the provisions of Section 148(1) of the
Act, read with the Companies (Cost Records and Audit)

Rules, 2014, the Company is required to maintain the cost
records in respect of its business and accordingly such
accounts and records are made and maintained.

The Board has appointed M/s. Kandikonda & Associates.,
Cost Accountants, Hyderabad as the Cost Auditors of
the Company for auditing the cost accounting records
maintained by the Company in respect of the applicable
products for the financial year 2025-26. Necessary
resolution for ratification of their remuneration in respect
of the aforesaid terms of appointment for the financial year
2025-26 forms part of the Notice for the ensuing Annual
General Meeting, which the Board recommends for the
shareholders' approval.

Secretarial Auditor:

The Board has appointed Mr. Subhash Kishan Kandrapu,
Practicing Company Secretary, to conduct Secretarial Audit
for the financial year 2024-25. The Secretarial Audit Report
for the financial year ended 31^st March, 2025 is annexed
herewith as Annexure - F. The Secretarial Audit Report
does not contain any qualification, reservation or adverse
remark.

Audit Committee:

The details pertaining to composition of audit committee
are included in the Corporate Governance Report, which
forms part of annual report.

Vigil Mechanism/Whistle Blower Policy:

Pursuant to Section 177 of the Companies Act, 2013
read with Rule 7 of Companies (Meetings of Board and
its Powers) Rules, 2014, the Company has established a
Whistle Blower Policy to deal with instance of fraud and
mismanagement, if any. The details of the Whistle Blower
Policy are explained in the Corporate Governance Report.
The Policy on vigil mechanism and whistle blower policy
may be accessed on the Company's website at the link:
https://www.pennarindia.com/vigil-mechanism.php and
https://www.pennarindia.com/whistle-blower-policy.php.

Conservation of energy, technology absorption and
foreign exchange earnings and outgo:

The particulars relating to conservation of energy,
technology absorption, foreign exchange earnings and
outgo, as required to be disclosed under the Act, is annexed
herewith as Annexure - G.

Extract of Annual Return:

Extract of Annual Return of the Company is annexed
herewith as Annexure - H.

Secretarial Standards:

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

Particulars of Employees and related disclosures:

The information required under section 197 of the

Companies Act, 2013 read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed herewith as Annexure - I.

Disclosure under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013:

The Company has zero tolerance for sexual harassment
of women at workplace and has adopted a Policy for
prevention, prohibition and redressal of sexual harassment
at workplace, in terms of provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules framed thereunder and
constituted Internal Complaint Committee (ICC) for safe
working environment where all employees treat each other
with courtesy, dignity and respect, irrespective of their
gender, race, caste, creed, religion, place of origin, sexual
orientation, disability, economic status or position in the
hierarchy.

The following is the summary of sexual harassment
complaints received and disposed off during the year:

i) No. of complaints received : nil

ii) No. of complaints disposed off: nil

Insolvency & Bankruptcy Code, 2016

The Company has not made any application and nor any
proceedings are pending against the Company under the
Insolvency and Bankruptcy Code, 2016 during the financial
year.

Loan Settlement

The Company has not done any one-time settlement with
any of the Banks or Financial Institution during the period
under review.

Listing of Equity Shares:

The Company's equity shares are listed at the Bombay
Stock Exchange Limited, National Stock Exchange of India
Limited.

Dematerialisation of Shares:

99.54% of the company's paid-up equity share capital is
in dematerialized form as on 31^st March, 2025 and balance
0.46% is in physical form.

Managing Director's Declaration:

Pursuant to the provisions of Regulation 17 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, a declaration by the Vice-Chairman
and Managing Director of the company declaring that all
the members of the board and the senior management
personnel of the company have affirmed compliance with
the Code of Conduct of the company is annexed herewith as
Annexure - J. The CFO certification to the board pursuant to
Regulation 15 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is annexed herewith
Annexure - K.

Personnel / Industrial Relations:

The Company maintained cordial and harmonious relations
at all levels at the offices and plants of the Company and its
subsidiaries throughout the year under review.

The details of significant and material orders passed by
the Regulators or Courts or Tribunals impacting the going
concern status and company's operations in future:

In terms of sub rule 5(vii) of Rule 8 of Companies (Accounts)
Rules, 2014, there are no significant material orders passed
by the Regulators / Courts which would impact the going
concern status of the Company and its future operations.

Reporting of frauds by auditors:

During the year under review, neither the statutory
auditors nor the secretarial auditor has reported to the
audit committee, under Section 143 (12) of the Companies
Act, 2013, any instances of fraud committed against the
Company by its officers or employees, the details of which
would need to be mentioned in the Board's report.

Statement of deviation(s) or variation(s) in the use of
proceeds:

Pursuant to Regulation 32(1)(b) of SEBI (LODR) Regulations,
this is to state that this Regulation is not applicable to the
Company since the Company has not made public issue,
rights issue or preferential issue during the year under
review and accordingly there are no deviations or variations
in the use of proceeds from the objects stated in the offer
document or explanatory statement to the notice for the
general meeting, as applicable.

Insurance:

All properties and insurable interests of the Company
including buildings, plant and machinery and stocks have
been fully insured.

Management Discussion and Analysis:

The "Management Discussion and Analysis Report”
highlighting the industry structure and developments,
opportunities and threats, future outlook, risks and
concerns etc. is furnished separately and forms part of this
Board's Report.

Business Responsibility and Sustainability Report (BRSR):

The Listing Regulations mandate the inclusion of the BRSR
as part of the Annual Report for top 1000 listed entities
based on market capitalization. In accordance with the
Listing Regulations, we have integrated BRSR disclosures
into our Annual Report.

Dividend Distribution Policy:

The web link of the Dividend Distribution Policy has been
provided below for the perusal of the shareholders. https://
www.pennarindia.com/dividend-distribution-policy.php

Appreciation:

Your directors take this opportunity to express their
appreciation for the co-operation to all the suppliers and
customers who have been associated with the Company
as partners. The Directors would also like to take this
opportunity to thank the financial institutions, banks,
regulatory and government authorities as well as the
shareholders for their continued co-operation and support.
The Directors also wish to place on record their appreciation
of the devoted and dedicated services rendered by all
employees of the Company. We look forward to further
support.

By Order of the Board
for Pennar Industries Limited

RVS Ramakrishna

Place : Hyderabad Chairman-Non-Executive

Date : 13.08.2025 Independent Director

DIN No: 00009421