Your Directors have pleasure in presenting the 63^rd Annual Report of PTC Industries Limited ("the Company" or "PTCIL"), together with the
Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2026.

1. State of the Company's Affairs

FY 2025-26 was a year of substantive progress for your Company across the aerospace, defence and advanced materials businesses
that anchor its long-term strategy. The capacity created by the investment programme of earlier years moved from construction into
production during the year, and the operating leverage of that investment has begun to translate into measurable outcomes.

New melting and forging capability entered production at the Group's primary metals facility, bringing together the successive stages
by which strategic materials become finished components. Your Company continued to broaden its qualified-supplier footprint with
global aerospace, defence and energy customers, securing new approvals during the year and advancing established programmes
towards serial production. Both subsidiaries contributed to the year's performance: Aerolloy Technologies Limited recorded
substantial revenue growth on the ramp-up of titanium castings and its first full year of primary metals production, while Trac
Precision Solutions Limited, United Kingdom, completed its first full year within the Group.

Taken together, these developments establish your Company as an integrated producer of aerospace-grade materials and components
at a time when demand for that capability, at home and abroad, is expanding. The financial results for the year, and a detailed
discussion of business performance, the operating environment, strategic priorities and outlook, are set out in the sections that follow
and in the Management Discussion and Analysis Report forming part of this Annual Report.

2. Financial Performance

Consolidated Financial Performance

The Company recorded consolidated Revenue from
Operations of H60,277.67 Lakhs in FY 2025-26, an increase
of approximately 95.66% over the previous year's H30,807.40
Lakhs. Total Income grew to H64,328.55 Lakhs (previous
year: H34,222.67 Lakhs), supported by strong growth in core
aerospace and defence businesses, sustained order execution
across product families, and operating leverage from the
capacity additions made in earlier years. EBITDA for the year
stood at H1 7,227.88 Lakhs (previous year: H1 0,941.47 Lakhs),
and Profit After Tax stood at H1 0,1 55.87 Lakhs (previous
year: H6,101.85 Lakhs), reflecting the Company's continued
financial discipline alongside its growth trajectory.

Standalone Financial Performance

The standalone financial performance of the Company for
the financial year ended 31 March 2026 reflects a moderate
growth in income, with certain pressures on profitability
as compared to the previous financial year. Revenue from
operations increased by 19.41% to H28,979.61 Lakhs from
H24,118.56 Lakhs in the previous year, leading to a rise in
total income to H32,694.19 Lakhs. However, EBITDA declined
to H6,761.60 Lakhs from H7,262.45 Lakhs, and Profit Before
Tax reduced to H4,421.13 Lakhs from H4,742.47 Lakhs.
Consequently, Profit After Tax stood at H3,294.78 Lakhs as
compared to H3,503.56 Lakhs in FY 2024-25. Earnings Per
Share (Basic) also decreased to H21.99 from H23.75.

A detailed discussion of standalone and consolidated financial
performance, segment-wise performance, working capital
and cash flow, and the SEBI-mandated ratios is set out in the
Management Discussion and Analysis Report forming part of
this Annual Report.

3. Key developments during the year

The year under review was marked by significant strategic,
technological and operational advancements, reinforcing PTC
Industries Limited's leadership in aerospace and defence
manufacturing and strengthening India's self-reliance in
critical materials.

• Plant Inauguration

• On May 11, 2025, the Honourable Raksha Mantri
Shri Rajnath Singh and Chief Minister of Uttar
Pradesh Shri Yogi Adityanath inaugurated Aerolloy
Technologies' Titanium & Superalloy Materials Plant

at the UP Defence Industrial Corridor in Lucknow. The
facility houses Vacuum Arc Remelting (VAR), Vacuum
Induction Melting (VIM) and Plasma Arc Melting (PAM)
capability, with Electron Beam Cold Hearth Refining
(EBCHR) under installation, and foundation stones
were laid on the same occasion for additional facilities
within the Strategic Materials Technology Complex.

• PTC Industries Limited, through its wholly
owned subsidiary Aerolloy Technologies Limited,
hosted the Lokarpan ceremony of its Titanium
& Superalloys Materials Plant at the Strategic
Materials Technology Complex in the U.P Defence
Industrial Corridor, Lucknow, on October 18, 2025.
The Lokarpan Ceremony was graced by Hon'ble
Shri Rajnath Singh, Raksha Mantri, Government
of India, and Hon'ble Shri Yogi Adityanath, Chief
Minister of Uttar Pradesh, along with senior
officials from the Ministry of Defence, Government
of Uttar Pradesh, and industry representatives.

• The Company announced a major expansion at
its Mehsana, Gujarat facility to strengthen its
manufacturing capabilities and capitalize on
global supply chain opportunities.

• Strategic Initiatives and Industry Leadership

• The Company laid a strong foundation for India's
strategic materials leadership, advancing
capabilities across the titanium and superalloy
value chain and contributing to the Aatmanirbhar
Bharat initiative.

• Aerolloy Technologies Limited entered into a
strategic collaboration with Safran Aircraft

Engines to develop a robust domestic aerospace
and defence ecosystem in India.

• The Company also signed MoUs under the PLI
Scheme 1.2 with the Ministry of Steel for

development of titanium alloys and superalloys.

• Business Growth and Key Orders

• The Company received a large order from
BrahMos Aerospace for supply of critical titanium
components, strengthening its position in strategic
defence programmes.

• PTC Industries secured a purchase order from Gas
Turbine Research Establishment (GTRE), DRDO for
advanced aero-engine components.

• The Company also received an order from Vikram
Sarabhai Space Centre (ISRO) for supply of double
VAR melted aerospace-grade titanium ingots,

marking a key milestone in the space sector.

• Aerolloy Technologies secured a development and
supply order from Blue Origin for large superalloy
investment castings for New Glenn BE-4 engines.

• Aerolloy Technologies also entered into a long¬
term agreement with Honeywell Aerospace
Technologies for the supply of titanium and
superalloy castings, further strengthening its
global order book.

• Strategic Partnerships and Collaborations

• The Company entered into a strategic MoU with
Bharat Dynamics Limited (BDL) to collaborate in
the development of advanced propulsion systems
and aerospace applications.

• PTC Industries also signed a strategic MoU with
Kineco Aerospace & Defence to collaborate
on value-added aerospace components
and structures.

• Technology and Capacity Expansion

• Aerolloy Technologies commissioned a state-
of-the-art Vacuum Induction Melting (VIM)
facility for superalloy materials and large
investment castings.

• The Company also commissioned a Vacuum Arc
Remelting (VAR) furnace for manufacturing large
titanium castings.

• Installation of a Plasma Arc Melting (PAM)
furnace was completed at the Lucknow facility,
enhancing advanced melting capabilities.

• The Company successfully installed and
commissioned an advanced 4500/5100
tons intelligent open die forging system,

significantly strengthening its aerospace
manufacturing capabilities.

• Subsidiary Growth and International Expansion

• Trac Precision Solutions (UK) undertook strategic
expansion initiatives to enhance its capabilities in
aero-engine and power generation segments.

* The subsidiary also secured a multi-million
pound project with Coolbrook, supporting clean
technology innovation.

* Significant Developments after the Close of

the Financial Year

* In July 2026, PTC Industries received a development
and supply order from BrahMos Aerospace for
a strategic metallic airframe system and its

integration, the first systems-level order in the
Company's history.

* In July 2026, the Armament Research and
Development Establishment (ARDE), DRDO, placed
a design and development order with the Company
for a titanium cradle for the Indian Light Weight Tank,
and Gun Factory Kanpur placed a development order
for major artillery gun components.

* In August 2026, Aerolloy Technologies Limited
signed an agreement with Airbus for the
development, production and supply of fully
machined, ready-to-fit titanium castings for
the A320neo, A330neo and A350 aircraft
programmes, with serial production subject to
Airbus qualification requirements.

* These developments occurred after the close of
the financial year and do not affect the financial

position of the Company as at March 31, 2026;
they are reported for the information of Members.

4. Dividend

Your Company has continued, during FY 2025-26, its
programme of substantial investment in new technologies,
capabilities and capacity, including the industrialisation of
integrated material-manufacturing capability at the Aerolloy
Primary Metals facility, the integration and expansion of the
Trac Group operations in the United Kingdom, and continuing
capital expenditure across facilities to support the next phase
of growth. Having regard to the requirement to conserve
resources to fund this strategic capital programme, your
Directors do not consider it prudent to recommend any
dividend for the financial year ended March 31, 2026.

Your Company has in place a Dividend Distribution Policy
formulated in accordance with Regulation 43A of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Policy is hosted on the Company's
website at:https://www.ptcit.com/corporate/Poticies.

5. Transfer to Reserves

No amount has been transferred to the General Reserve
during the year under review. The profit for the year of
H3,294.78 Lakhs has been retained in futt and carried forward
to retained earnings.

6. Share Capital

The share capital structure of your Company as on March 31, 2026 is as follows:

During FY 2025-26, your Company allotted 8,423 equity
shares of face value H10 each at an exercise price of H402 per
share to etigibte emptoyees pursuant to the exercise of stock
options under the PTC Emptoyee Stock Option Scheme 2019
("PTC-ESOS 2019"). Save as aforesaid, there was no other
change in the issued, subscribed and paid-up equity share
capitat of your Company during the year.

Your Company has not issued any equity shares with
differentiat voting rights, sweat equity shares, or shares
under any employee stock purchase scheme during FY 2025¬
26, other than the allotment under PTC-ESOS 2019 referred
to above. There are no outstanding GDRs, ADRs, warrants or
any convertible instruments as on March 31, 2026 that may
impact the equity share capitat of your Company.

7. Subsidiary, Associate and Joint Venture Companies

As on March 31, 2026, your Company has five (5) subsidiary
companies (direct and step-down) and one (1) associate

company. There were no new subsidiaries or associates
added during FY 2025-26, and no subsidiary or associate
ceased to be such during the year.

Aerolloy Technologies Limited: Material Subsidiary

Aerottoy Technologies Limited (CIN: U27200UP2020PLC127120),
a whotty-owned subsidiary of your Company incorporated on
February 1 7, 2020, continues to be the materiat subsidiary of
your Company within the meaning of Regutation 16(1)(c) of
the SEBI (Listing Obtigations and Disctosure Requirements)
Regutations, 2015 read with the Company's Poticy on
Determination of Materiat Subsidiaries. During FY 2025¬
26, Aerottoy crossed H175 Crores in revenue, an increase
of approximatety 210% over the prior year, driven by major
aerospace and defence orders for titanium metat casting
and primary metats devetopment. The integrated materiat-
manufacturing capabitity at the Aerottoy Primary Metats
facitity (Vacuum Arc Remetting, Vacuum Induction Metting,
Ptasma Arc Metting and the upcoming Etectron Beam Cotd

Hearth Refining) is progressively being industrialised in line
with the Company's long-term strategy.

Trac Group of Subsidiaries: United Kingdom

The Trac Group of companies, comprising Trac Precision
Solutions Limited (the operating company) and its holding
entities Trac Holdings Limited, Broomco (4266) Limited and
Trac Group Limited, were acquired by your Company during
FY 2024-25, and have been consolidated for the full financial
year for the first time during FY 2025-26. Trac Precision
Solutions Limited contributed approximately H247.01 Crores
in revenue during the year, with significant contribution from
precision machining services for aerospace customers. Trac
Holdings Limited, Broomco (4266) Limited and Trac Group
Limited are non-operating private companies.

It is pertinent to note that out of the four entities, only Trac
Precision Solutions Limited is an operating company. Further,
in terms of Regulation 16(1)(c) of the SEBI Listing Regulations,
TPSL qualifies as a material subsidiary of the Company.

Associate Companies

Advanced Materials (Defence) Testing Foundation, a company
registered under Section 8 of the Companies Act, 2013, in
which your Company holds a 20% equity stake alongside
Mishra Dhatu Nigam Limited (MIDHANI), Bharat Dynamics
Limited, Hindustan Aeronautics Limited, Yantra India Limited
and the Uttar Pradesh Expressways Industrial Development
Authority (UPEIDA), continues to be the associate of your
Company. Since AMDTF (Investee) is a company registered
under Section 8 of the Companies Act, 2013, which prohibits
payment of dividend/distribution of profit to its members and
requires surplus assets on winding up to be transferred to a
similar not-for-profit entity. The Company accordingly has no
exposure to variable returns and no residual economic interest
in the Investee, and does not have control (Ind AS 1 1 0), joint
control, or significant influence (Ind AS 28) over the Investee,
notwithstanding its 20% shareholding. The investment is
accordingly not consolidated/equity-accounted, and is carried
as a financial asset in accordance with Ind AS 109/27.

Pursuant to the first proviso to sub-section (3) of Section 129
of the Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014, a statement containing the salient
features of the financial statements of subsidiaries and
associate companies of your Company in the prescribed
Form AOC-1 is annexed to this Report as Annexure I.

The Company has formulated a Policy for determining material
subsidiaries in accordance with Regulation 16(1)(c) of the
Listing Regulations. The Policy is hosted on the Company's
website at:https://www.ptcil.com/corporate/Policies.

8. Deposits

During FY 2025-26, your Company has neither accepted nor
renewed any deposits from the public within the meaning
of Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014. There are
no outstanding deposits, nor any deposits which remained
unpaid or unclaimed as at the end of the financial year. There

has been no default in the repayment of deposits or payment
of interest thereon during the year.

9. Particulars of Loans, Guarantees and Investments
under Section 186

Particulars of loans given, investments made, guarantees
given and securities provided by your Company during
FY 2025-26, in accordance with the provisions of Section 186
of the Companies Act, 2013, are set out in the Notes to the
Financial Statements forming part of this Annual Report.

10. Related Party Transactions

All contracts, arrangements or transactions entered into by
your Company with related parties during FY 2025-26 were
in the ordinary course of business and on an arm's length
basis. The Audit Committee has granted prior omnibus
approval, where applicable, for related party transactions
of a repetitive nature in accordance with the provisions of
Section 177 of the Companies Act, 2013 and Regulation 23 of
the Listing Regulations.

During the year, the Company entered into certain material
contracts or arrangements with related parties as defined
under Regulation 23 of the Listing Regulations. Particulars
of such material contracts or arrangements are disclosed in
Form AOC-2, which is annexed to this Report as Annexure II.

The disclosure of related party transactions, in accordance
with Indian Accounting Standard (Ind AS) 24, is set out
in the Notes to the Financial Statements forming part of
this Annual Report.

Your Company has in place a Policy on Related Party
Transactions framed in accordance with the requirements
of the Companies Act, 2013 and the Listing Regulations. The
Policy is hosted on the Company's website at:https://www.
ptcil.com/corporate/Policies.

11. 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 have been no material changes and commitments
affecting the financial position of your Company between
the end of the financial year (March 31, 2026) and the date
of this Report.

12. Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo

Particulars of conservation of energy, technology absorption,
and foreign exchange earnings and outgo as required under
Section 134(3)(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014 are set out in
Annexure VII to this Report.

13. Risk Management

Your Company has in place a Risk Management Policy and
a Risk Management Committee constituted in accordance

with Regulation 21 of the Listing Regulations. The Risk
Management Committee is responsible for laying down
procedures for risk identification, assessment and mitigation,
and for monitoring and reviewing the implementation of the
risk management policy of your Company.

The principal risks identified and monitored by the Risk
Management Committee during FY 2025-26 include strategic
risk, operational risk, financial risk and regulatory and
compliance risk. In the opinion of the Board of Directors, no
risk has been identified during the year that may threaten the
existence of your Company.

PTC Industries recognises that effective risk management is
essential to sustainable growth and shareholder value. The
Company follows a structured framework to identify, assess,
and mitigate risks that could impact its operations, financial
performance, or reputation. Risk management is embedded
into day-to-day decision-making, ensuring that potential
exposures are considered alongside opportunities as part of
routine business processes.

The Company's risk management process includes:

• Policy and Governance - a Board-approved Risk
Management Policy that sets out the approach,
responsibilities, and reporting mechanisms.

• Risk Identification and Assessment - periodic risk
reviews at functional and enterprise levels to identify
emerging and material risks, including those related
to supply chains, customer concentration, regulatory
changes, and cybersecurity.

• Mitigation and Control - implementation of appropriate
controls, insurance coverage, hedging policies, and
business continuity planning to reduce potential impact.

• Monitoring and Reporting - structured reporting to
the Risk Management Committee and the Board, with
escalation mechanisms for material issues.

• Culture and Awareness - regular training and

communication initiatives to foster a culture
of accountability and risk awareness across

the organisation.

During the year, initiatives were taken to strengthen the
Company's risk framework, including greater use of digital
tools for monitoring, enhancements to internal audit
and assurance functions, and new controls to address
cybersecurity and compliance-related risks. The Company
also advanced its crisis management planning and reviewed
contingency strategies to ensure readiness against
external shocks.

A more detailed discussion of risks and risk management
is set out under the Management Discussion and Analysis
Report forming part of this Annual Report. Information on
the composition of the Risk Management Committee and
the meetings held during the year is set out in the Corporate
Governance Report.

14. Corporate Social Responsibility

In accordance with the provisions of Section 135 of the
Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, your Company has
constituted a Corporate Social Responsibility Committee
chaired by an Independent Director. The Committee has
formulated a CSR Policy indicating the activities to be
undertaken by the Company, and the Board has approved the
Policy on the recommendation of the Committee.

During FY 2025-26, your Company spent H70.80 Lakhs on CSR
activities, which is equal to the prescribed CSR expenditure
of two per cent of the average net profit of the Company for
the three immediately preceding financial years computed in
accordance with Section 135(5) of the Companies Act, 2013.
There is, accordingly, no shortfall in CSR expenditure for the
financial year.

The Annual Report on CSR Activities, in the format
prescribed under Rule 9 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014, is annexed to this Report
as Annexure IV The Company's CSR Policy is available on the
Company's website at:https://www.ptcil.com/.

15. Corporate Governance

Your Company is committed to the highest standards of
corporate governance and has complied with all applicable
mandatory requirements of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and the
Companies Act, 2013. The Report on Corporate Governance
for FY 2025-26, prepared in accordance with Regulation
34(3) read with Schedule V, Part C of the Listing Regulations,
forms part of this Annual Report. A Certificate from a
Practising Company Secretary confirming compliance with
the conditions of corporate governance, as required under
Schedule V, Part E of the Listing Regulations, is annexed to
and forms part of the Corporate Governance Report.

A Declaration by the Chairman and Managing Director
regarding compliance by Board members and Senior
Management with the Code of Conduct of the Company, as
required under Regulation 26(3) of the Listing Regulations,
also forms part of the Corporate Governance Report.

16. Directors' Responsibility Statement

Pursuant to the requirements of Section 134(3)(c) read with
Section 134(5) of the Companies Act, 2013, your Directors
hereby confirm that:

(a) in the preparation of the annual accounts for the
financial year ended March 31, 2026, the applicable
accounting standards read with the requirements
set out under Schedule III to the Companies Act,
2013 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 at the end of the financial year ended March
31, 2026, and of the profit of the Company for the year
ended on that date;

(c) the Directors have taken proper and sufficient care, to the
best of their knowledge and ability, for the maintenance
of adequate accounting records in accordance with the
provisions of the Companies Act, 2013, 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 to the best of their knowledge and ability; and

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

17. Board of Directors

Composition

As on March 31, 2026, the Board of Directors of your
Company comprises eight (8) Directors: four (4) Executive
Directors (including the Chairman & Managing Director)
and four (4) Independent Directors. Two of the Directors are
women. The composition of the Board is in compliance with
Regulation 17 of the Listing Regulations and Section 149 of
the Companies Act, 2013.

Changes During the Year

There were no changes in the composition of the Board
during FY 2025-26, save as set out below.

Mr. Rakesh Shukla was appointed as an Additional Director
(Independent Director) of the Company with effect from
February 20, 2025, in accordance with the provisions of
Section 161(1) of the Companies Act, 2013 and the applicable
provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. He was subsequently
regularized as an Independent Director pursuant to a special
resolution passed by the Members through postal ballot on
May 1 7, 2025, in terms of Section 149 and other applicable
provisions of the Companies Act, 2013.

Director Retiring by Rotation

In accordance with the provisions of Section 152 of the
Companies Act, 2013 and the Articles of Association of the
Company, Ms. Smita Agarwal (DIN-00276903) retires by
rotation at the ensuing Annual General Meeting and, being
eligible, has offered herself for re-appointment.

Declarations from Independent Directors

All Independent Directors of your Company have given
declarations confirming that they meet the criteria of
independence prescribed under Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b) of the Listing
Regulations, and that they are independent of the management.
The Board has taken these declarations on record and is of the
opinion that all Independent Directors fulfil the conditions of
independence specified in the Act and the Listing Regulations
and are independent of the management. All Independent
Directors have also confirmed their registration with the
data bank of Independent Directors maintained by the Indian
Institute of Corporate Affairs in compliance with Section 150
of the Act read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014.

Relationships between Directors Inter-se

Mr. Sachin Agarwal, Chairman and Managing Director of
the Company, and Ms. Smita Agarwal, Whole-time Director
and Chief Financial Officer of the Company, are related as
spouses. Save as aforesaid, none of the other Directors of the
Company is related to any other Director or Key Managerial
Personnel of the Company.

18. Key Managerial Personnel and Senior Management
Personnel

As on March 31, 2026, the Key Managerial Personnel of your
Company within the meaning of Sections 2(51) and 203 of the
Companies Act, 2013 are:

There were no changes in the Key Managerial Personnel of
your Company during FY 2025-26.

There were no changes in the Senior Management Personnel
(SMP) of the Company during FY 2025-26.

19. Board Meetings

During FY 2025-26, four (4) meetings of the Board of
Directors were held. The maximum interval between any
two consecutive Board meetings was 97 days, well within
the limit of 120 days prescribed under Regulation 17(2) of
the Listing Regulations and Section 173 of the Companies
Act, 2013. Details of the dates of the Board meetings and the
attendance of Directors thereat are set out in the Corporate
Governance Report forming part of this Annual Report.

20. Committees of the Board

The Board has constituted the following statutory committees
in compliance with the requirements of the Companies Act,
2013 and the Listing Regulations: Audit Committee, Nomination
and Remuneration Committee, Stakeholders' Relationship
Committee, Corporate Social Responsibility Committee and
Risk Management Committee. In addition, the Board has
constituted certain functional committees to facilitate timely
decision-making on specified operational matters, namely the
Banking Committee, the Project Monitoring and Environment
Committee, and the Listing Committee.

Details of the composition, terms of reference, meetings
held during the year and attendance of members of all Board
Committees are set out in the Corporate Governance Report
forming part of this Annual Report.

All recommendations made by the Audit Committee during
FY 2025-26 were accepted by the Board of Directors.
All recommendations made by the other Committees
of the Board, where mandatorily required, were also
accepted by the Board.

21. Nomination and Remuneration Policy and Board
Diversity Policy

Your Company has in place a Nomination and Remuneration
Policy framed by the Nomination and Remuneration
Committee in accordance with Section 178 of the Companies
Act, 2013 and Regulation 19 of the Listing Regulations.
The Policy governs the appointment of and payment of
remuneration to Directors, Key Managerial Personnel and
Senior Management, and is designed to attract, retain and
motivate talent of the appropriate calibre while ensuring
alignment with the long-term interests of your Company
and its stakeholders. The Policy is hosted on the Company's
website at:https://www.ptcil.com/corporate/Policies.

The Company strives to maintain an appropriate balance
between executive and independent directors to ensure effective
governance and clear separation of the roles of management and
oversight. The Board comprises professionals with qualifications
and experience across business, strategy, operations, finance,
compliance and regulatory frameworks. As at the end of the
financial year, the Board consisted of eight Directors: one
Chairman & Managing Director, three Whole-time Directors, and
four Independent Directors.

Disclosures required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are
provided in Annexure III to this Report.

22. Annual Performance Evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and
Regulations 17(10) and 25(4) of the Listing Regulations, and
in accordance with the criteria laid down by the Nomination
and Remuneration Committee, the Board has carried out
an annual performance evaluation of its own performance,
the performance of its Committees and the performance of

individual Directors. The evaluation was conducted through
a structured questionnaire-based methodology covering
parameters such as Board composition and structure, the
effectiveness of Board processes, information flow, the
contribution of individual Directors and the functioning of
Board Committees. A separate meeting of the Independent
Directors was held on February 14, 2026, in accordance with
Schedule IV to the Companies Act, 2013 and Regulation 25(3)
of the Listing Regulations, at which the Independent Directors,
inter alia, reviewed the performance of the Non-Independent
Directors, the Chairman and the Board as a whole.

Your Board is satisfied with the outcome of the evaluation.
Further details on the evaluation process and outcome are
set out in the Corporate Governance Report forming part of
this Annual Report.

23. Internal Financial Controls and their adequacy

Your Company has in place an adequate system of internal
financial controls commensurate with the size, scale and
complexity of its operations. These controls cover financial
reporting, operating efficiency, compliance with applicable
laws and regulations, and safeguarding of the Company's
assets, and are designed to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements in accordance with
applicable accounting standards.

The adequacy and effectiveness of internal financial controls
are reviewed through a combination of management oversight,
functional reviews, and internal audits. The Company carries
out periodic control self-assessments and management
testing of key processes, which are supplemented by risk-
based internal audit reviews conducted by independent
auditors. Observations from these reviews are reported to
management and the Audit Committee, which monitors the
timely implementation of corrective measures.

During FY 2025-26, your Company further strengthened
its Internal Financial Controls framework by improving
processes, enhancing monitoring mechanisms, and
addressing identified control gaps. The adequacy and
effectiveness of the internal financial controls were evaluated,
and based on the assessment carried out by the Management
and the review by the Audit Committee, the Board is of the
opinion that the Company's internal financial controls are
adequate and operating effectively. No material weaknesses
in the design or operation of the internal financial controls
were observed during the year.

The Statutory Auditors of your Company have, in their report
on the financial statements for FY 2025-26, also expressed
an unmodified opinion on the adequacy and operating
effectiveness of the Company's internal financial controls
over financial reporting.

24. Internal Audit

The Board has appointed M/s Grant Thornton Bharat LLP as
the Internal Auditor of your Company. The Internal Auditor

reports directly to the Audit Committee and conducts internal
audits on a quarterly basis covering identified risk areas
including, inter alia, fixed assets and capital expenditure,
inventory management, payroll and human resources
processes. The scope, terms of reference and audit plan of
the Internal Auditor are reviewed and approved by the Audit
Committee. The Internal Auditor's findings, observations
and recommendations, together with the corresponding
management action plans, are presented to and reviewed by
the Audit Committee at its meetings.

During FY 2025-26, no critical or major observations were
identified by the Internal Auditor that would require disclosure
under the Companies Act, 2013 or the Listing Regulations.
No instance of fraud was reported by the Internal Auditor
during the year.

25. Statutory Auditors

M/s S. N. Dhawan & Co LLP, Chartered Accountants (Firm
Registration No.: 000050N/N500045), are the Statutory
Auditors of your Company. M/s S. N. Dhawan & Co LLP were
appointed as the Statutory Auditors of the Company at the
60^th Annual General Meeting held in 2023, for a term of five
(5) consecutive years, and accordingly hold office until the
conclusion of the 65th Annual General Meeting of the Company.

The Statutory Auditors' Report on the standalone and
consolidated financial statements of the Company for the
financial year ended March 31, 2026 forms part of this
Annual Report. The Statutory Auditors' Report does not
contain any qualification, reservation, adverse remark or
disclaimer. There are no instances of fraud reported by the
Statutory Auditors under sub-section (12) of Section 143 of
the Companies Act, 2013.

26. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
and Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Members of
the Company, on the recommendation of the Audit Committee
and the Board of Directors, have appointed M/s Amit Gupta
& Associates, Practising Company Secretaries, as the
Secretarial Auditors for a term of five (5) years commencing
from the conclusion of 62nd AGM till the conclusion of 67th
AGM. The Secretarial Audit Report in Form MR-3 is annexed
to this Report as Annexure V.

Aerolloy Technologies Limited, the wholly-owned material
subsidiary of your Company, has also undergone a Secretarial
Audit for FY 2025-26 in accordance with Regulation 24A of the
Listing Regulations. The Secretarial Audit Report of Aerolloy
Technologies Limited in Form MR-3 is annexed to this Report
as Annexure VI.

There are no qualifications, reservations, adverse remarks
or disclaimers in either of the Secretarial Audit Reports
for FY 2025-26.

27. Cost Records and Cost Audit

The Company has made due compliance regarding the
maintenance of cost records in terms of the provisions
of Section 148 of the Companies Act, 2013, read with the
Companies (Cost Records and Audit) Rules, 2014. The Company
was exempted from the requirement of the Cost Audit for
FY 2025-26. However, the provisions of the Cost Auditor have
become applicable to the Company for FY 2026-27.

Pursuant to the provisions of Section 148 of the Companies
Act, 2013 read with the Companies (Cost Records and Audit)
Rules, 2014, the Board of Directors, on the recommendation
of the Audit Committee, has appointed M/s. Aman Malviya &
Associates, Cost Accountants (Firm Registration No. 000189),
as the Cost Auditor of the Company to conduct the audit of the
cost records for the financial year 2026-27 at a remuneration
of H50,000/- (Rupees Fifty Thousand only) plus applicable
taxes and reimbursement of out-of-pocket expenses.

The remuneration payable to the Cost Auditor is subject to
ratification by the members of the Company at the ensuing
Annual General Meeting.

28. PTC Employee Stock Option Scheme 2019 (PTC-
ESOS 2019)

Your Company has in place the PTC Employee Stock
Option Scheme 2019 ("PTC-ESOS 2019"), formulated and
implemented in accordance with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021.
During FY 2025-26, your Company allotted 8,423 equity
shares of face value H10 each at an exercise price of H402
per share to eligible employees pursuant to the exercise of
stock options under PTC-ESOS 2019. The Scheme has been
implemented in accordance with the resolutions passed by
the shareholders.

The Scheme is aimed at attracting, retaining and motivating
employees and aligns their interests with the long-term growth
of the Company. The Scheme was approved by the shareholders
at the 56th Annual General Meeting held on September 28,
2019, and subsequently extended on November 22, 2021 to
cover employees and directors of group companies, including
subsidiaries and associates. In view of the Rights Issue undertaken
by the Company on record date July 22, 2022, the Compensation
Committee (Nomination & Remuneration Committee) at its
meeting held on August 30, 2022, approved adjustments of right
issue to the Scheme in accordance with applicable regulations.
Consequently, the total option pool increased from 1,57,170 to
3,92,925 options (addition of 2,35,755 options).

During the year, the Compensation Committee approved the
grant of 13,827 stock options on March 30, 2026, convertible
into 13,827 equity shares of face value H10/- each to eligible
employees, with an exercise price of H4,490 per option.

A Certificate from the Secretarial Auditors of your Company in
respect of compliance with Regulation 13 of the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations,
2021 is annexed to this Report and forms part of this
Annual Report.

29. Particulars of Employees

The disclosures pertaining to the remuneration and other
particulars of Directors and employees as required under
Section 197(12) of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are annexed to this
Report as Annexure III.

Further, the information required under Section 197(12) of
the Act read with Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is provided in a separate exhibit forming part of
this report and is available. on the website of the Company
atwww.ptcil.com.

30. Human Resources

PTC Industries considers its people to be its most critical
asset and recognises that a skilled, engaged, and future-
ready workforce is central to sustaining growth. The Company
has therefore continued to invest in building organisational
capacity through structured human resource initiatives that
strengthen talent, improve productivity, and embed a culture
of performance and accountability.

Recruitment and talent development have been priority areas.
The Company has continued to induct fresh engineering
talent, while also undertaking comprehensive competency
mapping and skill assessments across functions. This has
allowed alignment of employee skills with the Company's
strategic objectives and the design of targeted training
and development programmes. Efforts are being made to
strengthen managerial and technical capabilities through
continuous upskilling across domains such as operations,
technology, finance, and leadership.

A new performance monitoring and reward framework

is being implemented to recognise excellence, identify
gaps, and provide appropriate development support. This
is complemented by leadership coaching and mentoring
programmes, reflecting management's commitment to
capability building and succession planning.

On the shop floor, PTC has continued to pursue manufacturing
excellence initiatives. Projects during the year included
the launch of Six Sigma programmes, adoption of Lean
Manufacturing and 5S techniques, and the introduction of
digital and automated tools to improve quality, efficiency,
and throughput. Cross-functional training and exposure to
advanced equipment have further enhanced workforce agility.

The Company has also rolled out the ASPIRE Value
Integration Programme, designed to embed its core values
- Agility, Sustainability & Selflessness, Passion & Prudence,
Integrity, Impact & Innovation, Respect, and Endurance - into
everyday practices. This initiative underlines the importance
of culture as a foundation for long-term success.

Communication and employee engagement remain strong
priorities. Structured forums, including monthly leadership
sessions, have been established to facilitate open dialogue on

strategy, risk management, and execution. At the same time,
employees are encouraged to experiment with new ideas
and technologies, with platforms provided for sharing and
recognising innovation.

Through these initiatives, PTC is building a high-performance
and values-driven organisation, capable of supporting the
Company's growth ambitions and maintaining its competitive
edge in industrial, aerospace, and defence markets.

31. Annual Return

Pursuant to the provisions of Section 92(3) of the Companies
Act, 2013 read with Section 134(3)(a) of the Act, the Annual
Return of your Company in Form MGT-7 is hosted on the
Company's website and may be accessed at:https://www.
ptcil.com/Investors/AnnualReturns.

32. Compliance with Secretarial Standards

During FY 2025-26, your Company has complied with the
applicable Secretarial Standards issued by the Institute of
Company Secretaries of India and approved by the Central
Government, namely Secretarial Standard on Meetings of
the Board of Directors (SS-1) and Secretarial Standard on
General Meetings (SS-2).

33. Significant and Material Orders Passed by
Regulators or Courts or Tribunals

There are no significant or material orders passed by any
regulator, court or tribunal during FY 2025-26 that would
impact the going concern status of the Company or the
Company's operations in the future.

34. Key Financial Ratios

Key Financial Ratios for the financial year ended 31st March,
2026 along with details of significant changes (i.e., change
of 25% or more as compared to the immediately previous
financial year) in key financial ratios, and the detailed
explanations, are provided in note 48 of the standalone
financial statements.

35. Prevention of Sexual Harassment at the Workplace

Your Company is committed to providing a safe, secure
and respectful workplace and has adopted a policy of zero
tolerance towards sexual harassment. In compliance with
the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
("POSH Act") and the Rules framed thereunder, an Internal
Committee has been duly constituted to address complaints
in a fair, time-bound and transparent manner.

Your Company conducts awareness and training programmes
at regular intervals to ensure that employees are fully
informed of their rights and responsibilities and to reinforce the
importance of maintaining a workplace free from harassment
or discrimination. During FY 2025-26, six (6) POSH awareness
sessions were conducted across the Company's facilities.

36. Compliance under the Code on Social Security,
2020 - Maternity Benefit:

The Company is in compliance with the applicable provisions
relating to maternity benefits as prescribed under the
Maternity Benefit Act, 1961/ the Code on Social Security, 2020.

37. Prevention of Insider Trading

Your Company has in place a Code of Conduct for Prevention
of Insider Trading and a Code of Practices and Procedures for
Fair Disclosure of Unpublished Price Sensitive Information,
framed in accordance with the SEBI (Prohibition of Insider
Trading) Regulations, 2015. The Codes apply to Directors,
designated persons, their immediate relatives, and certain
other categories of connected persons. The Codes are
reviewed periodically and are hosted on the Company's
website at:https://www.ptcit.com/corporate/Poticies.

38. Vigil Mechanism / Whistle-Blower Policy

Your Company has established a Vigit Mechanism / Whistte-
Btower Policy in accordance with Section 177(9) of the
Companies Act, 2013 and Regutation 22 of the Listing
Regutations. The mechanism provides a framework for
Directors and emptoyees to report concerns about unethicat
behaviour, actuat or suspected fraud, or viotation of the
Company's Code of Conduct or ethics poticy. Adequate
safeguards against victimisation of persons who use the
mechanism are in ptace, and direct access to the Chairperson
of the Audit Committee is avaitabte in appropriate or
exceptionat cases. No personnet have been denied access
to the Audit Committee. During FY 2025-26, no comptaint
was received under the Vigit Mechanism. The Poticy is
hosted on the Company's website at:https://www.ptcit.com/
corporate/Poticies.

43. Management Discussion and Analysis

Pursuant to Regulation 34(2)(e) read with Schedule V, Part
B of the Listing Regulations, the Management Discussion
and Analysis Report for FY 2025-26 forms part of
this Annual Report.

44. Other Disclosures

Your directors state that no disclosure or reporting is
required in respect of the following matters as there were no
transactions on these items during the year under review:

• The Company does not have any scheme of provision of
money for the purchase of its own shares by employees
or by trustees for the benefit of employees.

• Neither the Managing Director nor the Whole-time
Directors of the Company receive any remuneration or
commission from any of its subsidiaries.

• No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going
concern status and Company's operations in future.

• No fraud has been reported by the Auditors to the Audit
Committee or the Board.

• The details of an application made or any proceeding
pending under the Insolvency and Bankruptcy Code,

2016 during the year along with their status as of
the end of the financial year, as no such proceedings
initiated or pending.

• The details of the difference between the amount of the
valuation done at the time of one-time settlement and
the valuation done while taking a loan from the Banks or
Financial Institutions along with the reasons thereof, as
there was no instance of onetime settlement with any
Bank or Financial Institution.

45. Forward-Looking Statements

This Report contains forward-looking statements that involve
risks and uncertainties. When used in this Report, the words
‘anticipate', ‘believe', ‘estimate', ‘expect', ‘intend', ‘with and
other simitar expressions as they relate to the Company
and/or its Businesses are intended to identify such forward-
tooking statements. The Company undertakes no obtigation
to pubticty update or revise any forward-tooking statements,
whether as a resutt of new information, future events, or
otherwise. Actual results, performances or achievements
coutd differ materiatty from those expressed or imptied in
such forward-tooking statements. Readers are cautioned not
to ptace undue retiance on these forward-tooking statements
that speak onty as of their dates. This Report shoutd be read
in conjunction with the financial statements included herein
and the notes thereto.

46. Annexures Forming Part of this Report

The following Annexures form part of this Directors' Report:

47. Acknowledgements

Your Directors place on record their deep appreciation of the guidance and support received during the year from the Company's
bankers, financial institutions, the Government of India, State Governments, regulatory authorities and other agencies. Their continued
cooperation has been integral to your Company's progress and to the successful execution of its long-term vision.

Your Directors also convey their sincere gratitude to your Company's customers, in India and across the world, for the trust they have
continued to place in PTC's capabilities, products and services, and to ah suppliers, partners, advisers and other stakeholders for their
continued cooperation.

Your Directors extend their appreciation to your Company's shareholders for their continued trust, encouragement and confidence in
PTC. Their support has been a source of strength, enabling the Company to pursue its growth agenda with clarity and purpose.

Equally, your Directors place on record their deep appreciation of the commitment, skill and dedication of the employees of the
Company at all levels, without whom none of what has been achieved during the year, or what lies ahead, would be possible.

For and on behalf of the Board of Directors of PTC Industries Limited

Sachin Agarwal Alok Agarwal

Chairman and Managing Director Director - Technical and Quality

DIN: 00142885 DIN: 00129260

Place: Lucknow

Date: September 05, 2026