Dear Members,

The Board of Directors have pleasure in presenting the Company's 61st Annual Report on the Business, Finance and Operations of the Company, together with the Audited Financial Accounts for the financial year ended 31st March, 2022.

(Rs in Lakhs)

OPERATIONS AND THE STATE OF COMPANY'S AFFAIR

The total income of your Company for the year ended 31st March, 2022 amounted to Rs 6,741.83 Lakhs as against Rs 7058.84 Lakhs during the previous year. It includes lease rental of Rs 6,000 Lakhs received from Apollo Tyres Ltd. (ATL), in accordance with the terms of the Lease Agreement executed with ATL. After providing for depreciation, exceptional item and tax, net profit for the year under review amounted to Rs 3,298.88 Lakhs as against Rs 7004.46 Lakhs in the previous year and no amount has been transferred to general reserve during the FY 2021-22. Accounts for the current year have been prepared on the basis of Companies (Indian Accounting Standard) Rules, 2015 (IND AS).

CHANGE IN CAPITAL STRUCTURE SHARE CAPITAL STRUCTURE

There has been no increase / decrease in the Authorised Share Capital of your Company during the year under review. Sub-Division of Shares from face value of Rs 2/- each to face value of Rs 1/- each

With a view to encourage wider participation of small investors and to enhance the liquidity of the equity shares at the stock market, the Board of Directors of your Company at their meeting held 29th October, 2022, had considered and approved sub-division of each equity share of face value of Rs 2 each fully paid up into 2 equity shares of face value of Rs 1 each fully paid up. Subsequently, the same had been approved by the members on 11th December, 2022 through e-voting-postal ballot process.

New Equity Shares have been successfully credited into the demat accounts of shareholders holding shares as on record date and shareholders holding shares in physical form were issued fresh share certificates with new distinctive numbers with their old share certificate duly cancelled.

ALTERATION OF 'CAPITAL CLAUSE' OF MEMORANDUM OF ASSOCIATION

The Capital Clause of the Memorandum of Association of the Company was altered and substituted with the a new Clause V to reflect the corresponding changes in the Authorised Share Capital showing the face value of equity shares as Rs 1/- each. Members of the Company had approved such alteration in the Capital Clause of Memorandum of Association through postal ballot.

TRANSFER TO RESERVES

As permitted under the provisions of the Companies Act, 2013, the Board does not propose to transfer any amount to general reserve.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this report.

There has been no change in the nature of the business of the Company.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review, none of the Company have become or ceased to be subsidiaries, joint ventures or associate Companies.

DIVIDEND

Your Directors are pleased to recommend a final dividend of Rs 2 per equity share of face value of Rs 1/- each (@200%), for the financial year 2021-2022. The payment of Dividend shall be subject to approval of shareholders at the ensuing Annual General Meeting ("AGM").

The dividend, if approved shall be payable to the members holding shares as on record date.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). The Company always places major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organization's corporate governance philosophy is directly linked to high performance.

The Company is committed to adopting and adhering to established world-class corporate governance practices. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large, and strives to serve their interests, resulting in creation of value and wealth for all stakeholders. The report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report. The compliance report on corporate governance and a certificate from M/s. SCV & LLP, Chartered Accountants, (Firm Registration No. 000235N) Statutory Auditors of the Company, regarding compliance of the conditions of corporate governance, as stipulated under Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith as Annexure I to this report.

BUSINESS RESPONSIBILITY REPORT

Your Company has constituted a Business Responsibility Committee comprising of Mr. B.K. Singh, Non-Executive Independent Director, Chairman, Mr. Harish Bahadur, Non-Executive Director and Mr. Sunil Tandon, Non-Executive Independent Director as members.

As stipulated under the Listing Regulations, the Business Responsibility Report (BRR) describing the initiatives the Company from an environmental, social and Governance perspective is available on the Company's website and can be accessed at https://www.ptlenterprise.com

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 (3) of the Listing Regulations, a detailed Management Discussion and Analysis Report is presented in the separate section forming part of this Annual Report.

Pursuant to Sections 152 and other applicable provisions, if any, of the Companies Act, 2013, ("The Act") and the Articles of Association of the Company, Mr. Harish Bahadur, Director of the Company, being in the office for the longest term, will retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee ("NRC") has recommended his reappointment.

The Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as prescribed under the Act and the Listing Regulations.

In compliance with the requirements of the Listing Regulations, your Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibility as Directors, working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in the Corporate Governance Report. The same is also available on the website of the Company and can be accessed at www.ptlenterprise.com.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and hold highest standards of integrity.

None of the Directors are disqualified under Section 164(2) of the Companies Act, 2013. Further, they are not debarred from holding the office of Director pursuant to order of SEBI or any other authority.

The Company has formulated a Code of Conduct for Directors and Senior Management Personnel and they have complied with all the requirements mentioned in the aforesaid code.

The following are the KMP's of the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2021-22, 4 (four) Board meetings were held. For details thereof, refer to the section 'Board of Directors', Number of Board Meetings, in Corporate Governance Report which forms integral part of this report.

PARTICULARS W.R.T. RATIO OF REMUNERATION OF DIRECTORS AND KMP

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and is set out as Annexure - II which forms part of this report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Act, with respect to Directors' Responsibility Statement, the Board of Directors, to the best of their information and knowledge confirm:

i) That in the preparation of the annual accounts, for the year ended 31st March, 2022, the applicable accounting standards have been followed and no material departures have been made from the same;

ii) That they had 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 31st March, 2022 and of the profit and loss of the Company for the year ended on that date;

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

iv) That they had prepared the annual accounts on a going concern basis;

v) That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF BOARD

As on 31st March, 2022, Pursuant to requirement of the Act and Listing Regulations, the Board of Directors has various Committees of Board such as Audit Committee, Nomination & Remuneration Committee, Stake Holders Relationship Committee, Risk Management Committee, Corporate Social Responsibility Committee and Business Responsibility Committee. The details of composition and terms of reference of these Committees are mentioned in the Corporate Governance Report attached as Annexure and forms part of the Annual Report.

AUDIT COMMITTEE

Your Company has in place an Audit Committee comprising of Mr. B.K. Singh, Non- Executive, Independent Director (Chairman), Mr. U.S. Anand, Non-Executive, Independent Director, Mr. Neeraj Kanwar, Non-Executive Director, and Mr. Tapan Mitra* Non- Executive, Independent Director, as Members.

*Mr. Tapan Mitra, Independent Director has been appointed as a Member in the Audit Committee w.e.f 2nd February, 2022. There was no instance when the recommendation of Audit Committee was not accepted by the Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE

As per regulation 19(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended by SEBI, Nomination and Remuneration Committee has been reconstituted by the Board in its meeting held on 2nd February, 2022 by retaining 2/3 Independent Directors w.e.f. 1st January, 2022.

Your Company in place constituted a Nomination and Remuneration Committee comprising of Mr. U.S. Anand, Independent Director Chairman, Mr. Onkar Kanwar, Non-Executive Director, and Mr. B.K. Singh, Non-Executive, Independent Director as Members. There was no instance when the recommendation of Committee was not accepted by the Board of Directors.

DISCLOSURE ON VIGIL MECHANISM

The Company has established a robust Vigil Mechanism and a Whistle-Blower Policy in accordance with provisions of the Act and Listing Regulations. The Company has formulated a vigil mechanism through which Directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company's code of conduct without fear of reprisal. The details of the policy can be referred to in section 'Disclosures'- Whistle-Blower Policy/ Vigil Mechanism of the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE AND INITIATIVES

Your Company has in place a CSR Committee comprising of Mr. Onkar Kanwar Non- Executive Director as Chairman, Mr. U.S. Anand, Non-Executive Independent Director and Mr. Harish Bahadur, Non-Executive Director as Members.

The CSR Committee has formulated and recommended to the Board, Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company which had been approved by the Board. There has not been any change in the policy during the current year. The CSR Policy, may be accessed on the Company's website at any time www.ptlenterprise.com. During the Financial Year under review, your Company has spent Rs 110.99 Lakhs on its CSR activities. The annual report on CSR activities is furnished in Annexure - III which forms part of this report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

Pursuant to the requirements under Section 134(3) (e) and 178 (3) of the Act, the brief policy on Directors' Selection, appointment and remuneration is attached as Annexure - IV which forms part of this report and the detailed policy can be referred on the website of the Company i.e. www.ptlenterprise.com. The Remuneration Policy for Directors, Key Managerial Personnel and other employees sets out the guiding principles for the NRC Committee for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other employees of the Company. There has been no change in the policy during the current year.

STATUTORY AUDITOR

The Members of the Company appointed M/s SCV & Co. LLP, Chartered Accountants, Statutory Auditors of your Company for a period of four years from 2018-19 to 2021-22 in the Annual General Meeting of the Company held on 31st July, 2018. Accordingly their present term of appointment would expire at conclusion of 61st AGM..

M/S SCV & Co. LLP, have confirmed vide their letter dated 31st March, 2022, that pursuant to the requirement of section 139 of the Companies Act, 2013 read with section 141 of the Companies Act, 2013 and rule 4 of the Companies (Audit and Auditors) Rules, 2014 they are eligible for re-appointment as Auditors of the Company and are not disqualified for reappointment under Companies Act, 2013, Chartered Accountants Act, 1949 and the rules of regulation made thereunder.

The Board on the recommendation of the Audit Committee approved the proposal for re appointment of SCV & Co. LLP, as Statutory Auditor in its meeting 12th May, 2022 subject to the shareholder approval in the ensuing Annual General Meeting of the Company from the conclusion of 61st Annual General Meeting till the conclusion of its 66th Annual General Meeting, by way of an ordinary resolution;

The notes on financial statements referred to in the Auditor's Report are self-explanatory. The Audit Report does not contain any qualification, reservation or adverse remarks requiring any comment or explanation from the Company.

SECRETARIAL AUDITOR

The Board had appointed M/s RSMV & Co., Practicing Company Secretaries as Secretarial Auditor of the Company for the financial year 2021-22 pursuant to Section 204 of the Act. The Secretarial Audit Report under the Act and under Regulation 24A of the Listing Regulations and Annual Secretarial Compliance Report pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 8, 2019, for the financial year 2021- 22 relating to compliance of all applicable SEBI regulations and circulars/ guidelines submitted by Secretarial Auditor for the financial Year 2021- 22 in the prescribed format is attached as Annexure - V and forms part of this report.

There are no qualifications or observations or adverse remarks of the Secretarial Auditors in the Report issued by them for the financial year 2021-22.

REPORTING OF FRAUDS BY AUDITORS

During the year under review neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee under section 143(12) of the Act, any instances of fraud committed against the Company by its officer or its employees, the details of which would need to be mentioned in the Board's report.

DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits during the Financial Year 2021-22 in terms of Chapter V of the Act and no amount of principal or interest was outstanding in respect of deposits from the public as on the date of Balance Sheet.

COST AUDIT

Your Company does not have its own production and its facility has been leased out to Apollo Tyres Ltd., under the Companies (Cost Records and Audit) Rules 2014 and further amendment thereto, as prescribed under the Companies Act. Company's lease income is not classified under the aforesaid Rules, Hence Cost Audit is not applicable in respect of your Company.

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

As the Company's facility has been leased out to Apollo Tyres Ltd. and the Company is not carrying out any manufacturing activity of its own, no information is required to be furnished under Section 134 (3) of Act. During the reporting period there was no foreign exchange earnings and outgo.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

The Company has in place adequate internal Financial Controls with reference to Financial Statement. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding its assets prevention and detection of fraud accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Audit Committee evaluates the internal financial control system periodically.

EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the link https://www.ptlenterprise.com

PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN OR INVESTMENTS MADE UNDER SECTION 186 OF THE ACT

Pursuant to the requirement under Section 134(3) (g) of the Act, the particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided in the Financial Statement. For details please refer Notes on Account No B-2 and B-9 and to the Financial Statement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE ACT

During the year the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction. Pursuant to the requirements under Section 134(3) (h) of the Act, the particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, are attached as Annexure - VI which forms part of this report. The policy on materially related party transaction and on dealing with related party transaction as approved by the Board and the detail policy can be referred on the website of the Company i.e. www.ptlenterprise.com.

In line with the requirements of the Companies Act, 2013 and amendment to the Listing Regulations, your Company has formulated a revised 'Policy on Related Party Transactions', which is also available on the Company's website at https:// www.ptlenterprise.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties

ANNUAL PERFORMANCE EVALUATION

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Board of the Company, its Committees and the individual Directors, including Independent Directors.

In compliance with Regulation 17 (10) of Listing Regulations, the performance evaluations of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated.

On the basis of the performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires.

For annual performance evaluation of the Board as a whole, it's Committee(s) and individual Directors including the Chairman of the Board, the Company has formulated a questionnaire to assist in evaluation of the performance. The tool takes the form of a series of assertions/questions which should be awarded a rating on a scale of 1 to 5 by all individual Directors. Every Director has to fill the questionnaire related to the performance of the Board, its Committees and individual Directors except himself. On the basis of the questionnaire, a format annual evaluation has been made by the Board of its own performance and that of its Committees and individual Directors.

The Nomination and Remuneration committee has also carried out evaluation of every Director's performance.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of Listing Regulations, a separate meeting of the Independent Directors was held on 15th March, 2022.The Independent Directors at the meeting, inter alia, reviewed the following: -

• Performance of Non- Independent Directors and Board as a whole.

• Performance of the Chairman of the Company, taking into account the views of Executive Directors and NonExecutive Directors.

• Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and material orders has been passed by any regulatory authority, court or tribunal which shall impact the going concern status and Company's operations in future.

During the reporting period tax litigations for the Financial Years 2003-04 to 2008-09 were settled by the Hon'ble High court of Kerala and Supreme Court, details of which are given in the note no. C-5 in the notes to accounts in the financial statements.

RISK MANAGEMENT POLICY

The Board of Directors had constituted Risk Management Committee (RMC) to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks. The RMC on timely basis informed members of Board of Directors about risk assessment and minimization procedures. In the opinion of the RMC, there are no such risks, which may threaten the existence of the Company. The details of Risk Management Committee are included in the Corporate Governance Report.

LEGAL COMPLIANCE REPORTING

The Board of Directors reviews in detail, on a quarterly basis, the reports of compliance to all applicable laws and regulations. Any non-compliance is seriously taken up by the Board, with fixation of accountability and reporting of steps taken for rectification of non-compliance.

In the opinion of the Board, there has been no identification of elements of risk that may threaten the existence of the Company. The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1), Revised Secretarial Standard on General Meetings (SS- 2), Secretarial Standard on Dividend (SS-3) Secretarial Standard on Report of the Board of Directors (SS-4) respectively issued by Institute of Company Secretaries of India.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formed an Internal Committee to address complaints pertaining to sexual harassment in the workplace. The Company policy mandates prevention of sexual harassment and to ensure a free and fair enquiry process with clear timelines for resolution.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

KEY FINANCIAL RATIOS

The Key financial ratios for the financial year ended 31st March, 2022 forms part of the Financials.

ACKNOWLEDGEMENTS

Your Directors are thankful to Central Government, State Governments of Kerala, bankers, business partners, stakeholders and employers for their continued support during the year under review. We place on record our appreciation for their contribution.