To,

The Members,

Your Directors are pleased to present 32^nd Annual Report on the business and operations of the Company along with Audited Financial Statements (Standalone and Consolidated) and the Auditor's Report thereon for the financial year ended on March 31^st, 2026.

Financial Performance of the Company for the financial year ended on 31^st March, 2026 is summarized below:

(Note-Figures are in lakhs so decimal part is in approx.)

During the review, the Company has generated revenue from operation Rs. 28,388.50 lakh in the current financial year while revenue from operation was of Rs. 29,779.60 lakh from FY 2024-25.

The Company has booked Net Profit after tax of Rs. 345.35 lakh in the current financial year while Net profit after tax was of Rs. 806.19 lakh from FY 24-25.

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

During the financial year under review, consolidated revenue from operations for the financial year ended as on March 31, 2026 is Rs. 29,704.34 lakhs, while last financial year operational revenue was Rs. 30823.69 lakh. The Company has booked Net Profit after tax

of Rs. 529.21 Lakh while last financial year Net profit after tax was Rs. 804.28 lakh.

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

The Company has transferred net profit of Rs. 529.21 lakh to the reserve and Surplus during the financial year.

(a) Authorised Share Capital

Authorised Share Capital of the Company at the beginning of the financial year stands at Rs. 3,000 Lakhs and at the end of the Financial Year stands at Rs. 3,000 Lakhs.

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

The Paid Share Capital of the Company at the beginning of the Financial Year stands at Rs. Rs.1,395.30 Lakhs consisting of 1,39,53,000 equity shares of Rs.10/-each and at the end of the Financial Year, the Paid-Up Share Capital stands at Rs.1,395.30 Lakhs only consisting of 13,95,30,000 equity shares of Rs.1/-each

During the financial year 2024-25, the company issued 23,77,000 (Twenty three lakhs Seventy seven thousand) on preferential basis to the persons belonging to "Non Promoter, Public category". Out of above issue, 17,72,200 (Seventeen lakhs Seventy two thousand two hundred) equity shares of having face value of Rs.10/- each, at an issue price of Rs. 505/- per equity share (including a premium of Rs. 495/- per share) were subscribed, paid and allotted to shareholders.

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

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

The Shareholders of the Company passed Special Resolution on October 23, 2024 in their Extra-Ordinary General Meeting approving the Fund raising through

Preferential Issue of Equity Shares to Non Promoter, Public Category and Warrants to Promoter/Promoters Group category.

During the financial year 2024-25, the company issued 23,77,000 (Twenty three lakhs Seventy seven thousand) on preferential basis to the persons belonging to "Non Promoter, Public category". Out of above issue, 17,72,200 (Seventeen lakhs Seventy two thousand two hundred) equity shares of having face value of Rs.10/- each, at an issue price of Rs. 505/- per equity share (including a premium of Rs. 495/- per share) were subscribed, paid and allotted to shareholders. The Company received a total of Rs.89,49,61,000/- (Rupees Eighty Nine Crores Forty Nine Lakhs Sixty one thousand only).

During the financial year 2024-25, the Company issued 40,00,000 (Forty lakh) fully convertible warrants ("Warrants") on a preferential basis to persons belonging to the Promoter/Promoter Group, in accordance with the provisions of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations. Each Warrant entitles the holder to subscribe to one equity share of face value Rs.10/- at an issue price of Rs.505/- per equity share.

The Warrants were issued at Rs.505/- per equity share, with 25% of the issue price (i.e., Rs.126.25/- per Warrant) payable on application. The Company received a total of Rs.30,30,00,000/- (Rupees Thirty Crores and Thirty Lakhs only) against the subscription of 24,00,000 (Twenty-four lakh) Warrants by the Promoter/Promoter Group, and these Warrants were duly allotted by the Company. Each of these Warrants carried the right to be converted into one equity share upon payment of the balance 75% of the issue price at the time of conversion. Since, the Company has not received the balance 75% consideration from the warrant holders within the stipulated timeline, accordingly, the outstanding warrants have lapsed upon expiry of the exercise period, i.e., on July 28, 2026.Consequently, with effect from July 29, 2026, the upfront subscription amount received at the time of allotment, being 25% of the issue price, amounting to Rs.30,30,00,000/- (Rs.30.30 Crore) stands forfeited, in line with Regulation 169(3) of Chapter V of the SEBI ICDR Regulations.

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

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

This undertaking is being provided in compliance with the said directive and forms part of the disclosures in the Annual Report for the financial year ended March 31, 2026.

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

1. Issue Related Expenses

2. Working Capital Requirements

3. General Corporate Purposes

4. Strategic Acquisitions

• Disclosure regarding issues of equity shares without differential rights:

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

• Disclosure regarding issues of equity shares with differential rights:

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

• Disclosure regarding issues of employee stock options:

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

• Disclosure regarding the issues of sweat equity shares:

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

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

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

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

The Company has 5 Subsidiaries and 1 Associate as at March 31, 2026 and detail are as follows-

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

Further, pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the Financial Statements of subsidiary

companies in Form AOC-1 is attached to the Financial Part of this Annual Report.

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

The Company obtains Credit Rating of its various credit facilities and instruments from CRISIL Ratings Limited ("CRISIL"). During the year, the CRISIL has upgraded from CRISIL BBB-/Stable to CRISIL BBB/Stable which is valid till March 31, 2026.

The Company had approved issue and allotment of 24,00,000 convertible warrants to certain promoter & promoter group , on preferential basis, for an issue price of Rs.505/- per warrant (including face value of Rs.10/- each), for an amount aggregating to Rs. 210,69,61,000/- (Rs.210.69 Crore). In accordance with the terms of issue and Regulation 162 of the SEBI ICDR Regulations, 25% of the issue price was received upfront as the initial subscription amount at the time of allotment and the balance 75% was payable at the time of exercise of warrants within a period of 18 months from the date of allotment, i.e., on or before July 28, 2026.

Since, the Company has not received the balance 75% consideration from the warrant holders within the stipulated timeline, accordingly, the outstanding warrants have lapsed upon expiry of the exercise period, i.e., on July 28, 2026.Consequently, with effect from July 29, 2026, the upfront subscription amount received at the time of allotment, being 25% of the issue price, amounting to Rs.30,30,00,000/- (Rs.30.30 Crore) stands forfeited, in line with Regulation 169(3) of Chapter V of the SEBI ICDR Regulations. The warrant holders have ceased to have any rights or entitlement to seek conversion into equity shares of the Company. There will be no change in the paid- up share capital of the Company, and the amount forfeited pursuant to such lapse shall be retained by the Company and accounted for in accordance with the applicable accounting standards.

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

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

Your Company has laid down adequate internal financial controls and checks which are effective and operational. These systems are designed in a manner which provides assurance with regard to maintenance of strict accounting control, optimum efficiency in operations and utilization of resources as well as financial reporting, protection of Company's tangible and intangible assets and compliance with policies, applicable laws, rules and regulations.

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

The consolidated financial statements of the Company and its subsidiaries for Financial Year 2025-26 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI Listing Regulations] as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statement together with the Independent Auditor's Report thereon form part of this Annual Report. Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statement of the subsidiary and associate companies is attached to the Financial Statement in Form AOC-1. Pursuant to the provisions of Section 136 of the Companies Act, 2013 the Company will make available the said financial statement of the subsidiary and associate companies upon a request by any member of the Company or its subsidiary and associate companies. These financial statements of the Company and the subsidiary and associate companies will also be kept open for inspection by any member and the same would also be available on the Company's website https://www.pavna.in.

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

During the Financial Year 2025-26, the Company has not accepted any deposits from public within the meaning of Section 73 and Section 74 of the Act, therefore the disclosure pursuant to Rule 8 (5)(v) & (vi) of Companies (Accounts) Rules, 2014, is not applicable to the Company.

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

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

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

The total number of permanent employees on the rolls of the Company as on March 31, 2026 was 649.

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

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

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

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

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

Details of related party transactions entered into by the Company, in terms of IND AS-24 have been disclosed in the notes to Standalone/ Consolidated Financial Statements forming part of the Annual Accounts 2025-26.

During the financial year under review the Company has spent Rs. 30,35,000 under CSR activities as per the section 135 of the Companies Act, 2013 and Rules made thereunder. The CSR Policy is available on the website of the Company at www.pavna.in.

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

As on date, the Board of the Company comprises of total 9 (Nine) directors of which 5 (Five) are Non-Executive Independent Directors and 3 (Three) Executive Director and 1(One) is Non-Executive Non-Independent Director.

There was no appointment or reappointment or resignation of Directors during the Financial Year 2025-26.

The following Independent director who has completed his term:-

Mr. Naozer Firoze Aibara (DIN: N 08759817) who was Non-Executive Independent Director of the Company has completed his term on 24th June 2025. Accordingly, he has ceased to be an Independent Director with effect from 25th June 2025. The Company places on record its appreciation for the significant contributions made by Mr. Naozer Firoze Aibara during his tenure with the Company. He ceased to be the member of the Audit Committee, Nomination & Remuneration committee and Corporate Social Responsibility Committee w.e.f 25th June, 2025.

In accordance with provisions of the Act and the Articles of Association of the Company, Mrs. Asha Jain (DIN: ?0035024), who retires by rotation at this Annual General Meeting and is eligible for re-appointment.

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

Board of Directors with the recommendation of Nomination & Remuneration Committee has identified the Senior Management Personnel ("SMP") of the Company arising from an internal restructuring of the Company's reporting hierarchy. Consequent to the aforesaid organizational changes, the following employees has been designated as SMPs, within the purview of the definition of ‘Senior Management' as prescribed under Regulation 16(1)(d) of the Listing Regulations on July 27, 2026.

The following Employee was also inducted as the SMP with effect from August 11, 2026

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

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

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

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

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

Pursuant to section 139 of the Companies Act, 2013 and Rule 4(2) of the Companies (Audit and Auditors) Rules, 2014, M/s Rajeev Kumar & Company, Aligarh (Firm's Regn No. 000633C), was appointed as the Statutory Auditors of the Company at Annual General Meeting held on 27^th September, 2022 to hold office for 5 years until conclusion of AGM to be held in financial year 202728. M/s Rajeev Kumar & Company, Aligarh (Firm's Regn No. 000633C) has resigned as Statutory Auditor the Company with effect from the closure of the business hours of August 14, 2024. They proposed the audit fees to be revised but the proposal was not passed by the Audit Committee, hence they resigned as the Statutory Auditor.

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

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

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

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

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

Resolution for appointment of M/s D. Sagar & Associates, (CP No. 11547), a Company Secretaries in Practice in Maharashtra was approved in the 31^st Annual General Meeting held on September 24, 2025 for a term of Five years commencing from April 01, 2025 to March 31, 2030 and on such remuneration as decided by the Board of Directors in consultation with the Audit Committee.

The Report of the Secretarial Audit for the financial year ended March 31^st, 2026 is annexed herewith as "Annexure-6".

The Secretarial Audit Report for 202526 does not contain any qualification, reservation or adverse remarks.

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

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

M/s. Suri & Sudhir, Chartered Accountants (Firm Registration No. 000601N) has been appointed as

Internal Auditor of the Company for the Internal Audit of the Company for the F.Y 2026-27 on July 27, 2026.

During the financial year, the Board of Directors met 9 times. For details, please refer to the Report on Corporate Governance, which forms part of this Annual Report as "Annexure-7".

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

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

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

• Audit Committee

• Nomination and Remuneration

Committee

• Corporate Social Responsibility

Committee

• Stakeholders' Relationship Committee

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

During the financial year, Members of the Company met 2 (Two) times and 2 (Two) through Postal Ballot. For details, please refer to the Report on Corporate Governance, which forms part of this Annual Report as "Annexure-7".

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

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

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

The Committee comprises of Mr. Dhruv Jain, Mr.Achyutanand Ramkrishna Mishra, Mr. Paras Shrikant Parekh and Mr. Swapnil Jain as on March 31, 2026. For details, please refer to the Report on Corporate Governance, which forms part of this Annual Report as "Annexure-7".

No complaints/suggestions were received during the financial year.

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

The Company has a strength of permanent employees and contract workers as on 31st March, 2026. From the total 649 permanent employees, 175 are Women.

Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for F/Y 2025-26 will be available on the website of the Company.

No significant or material orders were passed by the any Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. https://www.pavna.in/annual-return.html

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

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

The shares of the Company were traded as under during 2025-26.

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

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

(Source: www.nseindia.com)

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

(Source: www.bseindia.com)

As on March 31, 2026, all Equity Shares of the Company are held in dematerialized form. There are no equity shares in physical form as on March 31, 2026.

The Shareholding Pattern of the Company as on 31st March, 2026 is as follows:

Following were the Number of Warrants (Fully Compulsory Convertible to Equity Shares) allotted to the Promoter & Promoter Category Shareholder during the F.Y 2024-25:

Note- The Warrants were issued at Rs.505/- per equity share, with 25% of the issue price (i.e., Rs.126.25/- per Warrant) payable on application. The Company received a total of Rs.30,30,00,000/- (Rupees Thirty Crores and Thirty Lakhs only) against the subscription of 24,00,000 (Twenty-four lakh) Warrants by the Promoter/Promoter Group, and these Warrants were duly allotted by the Company. Each of these Warrants carried the right to be converted into one equity share upon payment of the balance 75% of the issue price at the time of conversion. Since, the Company has not received the balance 75% consideration from the warrant holders within the stipulated timeline, accordingly, the outstanding warrants have lapsed upon expiry of the exercise period, i.e., on July 28, 2026.Consequently, with effect from July 29, 2026, the upfront subscription amount received at the time of allotment, being 25% of the issue price, amounting to Rs.30,30,00,000/- (Rs.30.30 Crore) stands

forfeited, in line with Regulation 169(3) of Chapter V of the SEBI ICDR Regulations.

Consequent to the lapse of the aforesaid warrants, the warrant holders shall cease to have any rights or entitlement to seek conversion into equity shares of the Company.

There will be no change in the paid-up share capital of the Company, and the amount forfeited pursuant to such lapse shall be retained by the Company and accounted for in accordance with the applicable accounting standards.

Member's attention is drawn to Financial Statements wherein the disclosure of remuneration paid to Directors is given during the year 2025-26. The remuneration and Sitting fees paid to Directors will be mentioned Annual return.

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

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the Financial Year 2025-26:

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

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

c. number of complaints disposed

of during the financial year : Not Applicable

d. number of complaints pending as

on end of the financial year : Not Applicable

Pavna Marketing Private Limited has

been identified as a material subsidiary of the Company which was incorporated on April 23, 2019 at Vimlanchal,19/407 Hari Nagar, Gopal Puri, Agra Road, Aligarh, Uttar Pradesh-202001. M/s. Agrawal Singhal Mittal & Co. Chartered Accountants was appointed as the Statutory Auditors in Casual Vacancy on May 15, 2026 due to the resignation of M/s Atul Gupta &Co., Chartered Accountants

The Company has identified Pavna Marketing Private Limited (PMPL) as the material Subsidiary of the Company for the financial Year 2025-26 in terms of Regulation 16 of the Listing Regulations. The minutes of the Board meetings of the subsidiary companies are placed at the Board meeting of the Company on a periodical basis. The Audit Committee reviews the financial statements including investments by the unlisted subsidiaries of the Company.

"Material Subsidiary" shall have the meaning as defined in Regulation 16(1)(c) of the LODR Regulations, pursuant to which a material subsidiary means a subsidiary, whose income or net worth exceeds 10% (ten percent) of the consolidated income or net worth respectively, of the Company and its subsidiaries in the immediately preceding accounting year. Due to which, Pavna Marketing Private Limited has been identified as the Material Subsidiary of Pavna Industries Limited for the F.Y 2026-27 also.

The Company has duly formulated a policy for determining Material Subsidiaries. The Policy for determining material subsidiaries has been uploaded and can be accessed on the Company's website at ww.pavna.in

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act,1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

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

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

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2026.

Male Employees: 474

Female Employees: 175

Transgender Employees: 0

This disclosure reinforces the Company's efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

No significant fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.

During the year under review and till date of this Report, the Company has neither made any application against anyone nor any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016.

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

During the year under review, your Company has complied with all applicable secretarial standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 (10) of the Companies Act, 2013.

Certificate from Mr. Ravindra Jagannathrao Pise (Chief Executive Officer) and Mrs. Palak Jain (Chief Financial Officer) was placed before the Board of Directors of the Company at its meeting held on May 28, 2026. A certificate is attached with this report.

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

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

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

a. The Company has acquired 4.64 acres of land in July and 4.96 acres of land in August, 2025 for future expansion within approximately 80 kilometers of upcoming Jewar Airport, which is poised to become a key industrial and logistics hub in North India. This move underlines the proactive approach in planning for the future and ensuring that the Company is well-positioned to meet the evolving needs of our customers and partners. This acquisition supports our broader roadmap for growth, sustainability, and manufacturing excellence. The strategic location offers enhanced connectivity, access to skilled labor, and proximity to OEM clusters - all of which are integral to the expansion strategy of the Company.

b. The Company has further expanded its landholding near Jewar Airport in Uttar Pradesh with the acquisition of an additional 1.89 acres. Located in one of the country's fastest-evolving industrial corridors, this acquisition strengthens Pavna's long-term vision of building a robust manufacturing and innovation hub to serve its diverse and expanding client base.

c. The Company has acquired an additional 4.33 acres of land in close proximity to the Jewar Airport in Uttar Pradesh. This acquisition is a continuation of the Company's earlier purchase of 1.89 acres & 4.96 acres in August 2025 and 4.64 acres in July 2025, forming a contiguous land parcel and marking the next step in Pavna's long-term strategy of capacity building and infrastructure development.

During the year the company has entered into a Memorandum of Understanding (MoU) with Government of Uttar Pradesh (GoUP) for proposed investment of Rs.250 Crores and will generate employment of approx. 500 employees. GoUP will facilitate company to establish the project in the State of UP and to obtain the necessary permission/ registrations/approval/clearances etc. as per the rules and regulations of the state government and also help to avail incentives under various schemes announced by SG/CG.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, secretarial auditors and external agencies and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2025-26.

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

a) in the preparation of the annual accounts for the financial year ended 31^st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2026 and of loss of the Company for the year ended on that date;

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

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

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

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

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