Dear Member,

Your Directors have pleasure in presenting the Company's 62 Annual Report on the Business, Finance and Operations of the Company, together with the Audited Financial Accounts for the financial year ended March 31, 2023.

The total income of your Company for the year ended March 31, 2023 amounted to Rs6,853.09 Lakhs as against Rs6,741.83 Lakhs during the previous year. It includes a lease rental of Rs6,111.96. 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 Rs2,327.63 Lakhs as against Rs3,298.88 Lakhs in the previous year and no amount has been transferred to general reserve during the FY 2022-23. Accounts for the current year have been prepared on the basis of Companies (Indian Accounting Standard) Rules, 2015 (IND AS).

There has been no increase / decrease in the Authorised Share Capital of your Company during the year under review.

We do not propose to transfer any amount to general reserve.

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.

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

Your Directors are pleased to recommend a final dividend of Rs1.75 per equity share of face value of Rs1/- each (175 %) for the financial year 2022-2023. The payment of Dividend shall be subject to approval of shareholders at the ensuing Annual General Meeting ("AGM") of the Company and shall be subject to the deduction of Income tax at source.

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

The Company is making efforts 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 the 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 (Listing Regulations) is

attached herewith as Annexure I which forms part of this integrated Annual Report.

SEBI vide Circular no. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021, mandated the filing of Business Responsibility and Sustainability Report (BRSR) for the top 1000 listed Companies (by market capitalization) replacing the existing Business Responsibility Report (BRR) with effect from the financial year 2022-2023.

PTL is not among the top 1000 listed Companies on the basis of market capitalization as on March 31, 2023, as per the list issued by Stock Exchanges, hence the Company is not required to prepare and furnish Business Responsibility and Sustainability Report (BRSR), for the FY 2022-23.

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

The Business Responsibility Committee voluntary adopted and has approved a BRSR format covering the major area of BRSR format prescribed by SEBI and mentioned in business principles as laid down in the National Guidelines for Responsible Business Conduct.

The Copy of the report is available on the Company's website and can be accessed at https://www.ptlenterprise.com.

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 integrated Annual Report.

Pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, ("The Act") and the Articles of Association of the Company, Mr. Neeraj Singh Kanwar, 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 re- appointment.

The present term of Mr. Sunil Tandon and Mr. Tapan Mitra, Independent Directors would end on February 04, 2024, and May 08, 2024, respectively. The Independent Directors are eligible for re-appointment for another term of up to 5 years subject to approval of Members through special resolution. The Board of Directors on the recommendation of the NRC has recommended their re- appointment for a further term of 5 years subject to the approval of the Shareholders.

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. They have registered their names in the Independent Director's Databank.

In compliance with the requirements of the Listing Regulations, your Company has conducted a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibility and changes in impact of SEBI Regulations 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 the highest standards of integrity.

None of the Directors are disqualified under Section 164(2) of the Act. 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. In the opinion of the Board, the independent Directors appointed during the year possess requisite integrity, expertise, experience and proficiency.

During the Financial Year 2022-23, 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 an integral part of this report.

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 integrated Annual 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.

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, 2023, 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, 2023, 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.

As on 31st March, 2023, 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, Stakeholders Relationship Committee, Risk Management Committee, Corporate Social Responsibility Committee, Business Responsibility Committee and Committee of Directors (Investments/Loans). 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 integrated Annual Report.

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

There was no instance when the recommendation of Audit Committee was not accepted by the Board of Directors.

Your Company has in place a Nomination and Remuneration Committee comprising of Mr. U.S. Anand (Chairman) Non-Executive Independent Director, Mr. Onkar Kanwar, Non-Executive Non-Independent Director, and Mr. B.K. Singh, Non-Executive Independent Director as Members.

There was no instance when the recommendation of the Nomination and Remuneration Committee was not accepted by the Board of Directors.

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

There was no instance when the recommendation of the Stakeholders Relationship Committee was not accepted by the Board of Directors.

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.

Your Company has in place a CSR Committee comprising of Mr. Onkar Kanwar Non-Executive Non-Independent Director as (Chairman), Ms. Sonali Sen, Non-Executive Independent Director and Mr. Harish Bahadur, Non-Executive Non-Independent 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. For terms of reference of the policy please refer to the Corporate Governance Report which forms the part of this integrated report.There has not been any change in the policy during the current year. The Company primarily through the Apollo Tyres Foundation doing CSR Activities. The CSR Policy, may be accessed on the Company's website at any time. During the Financial Year under review, your Company has spent Rs105.20 Lakhs on its CSR activities. The annual report on CSR activities is furnished in Annexure - III which forms part of this integrated Annual Report.

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 integrated 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.

The Members of the Company re-appointed M/s SCV & Co. LLP, Chartered Accountants, Statutory Auditors of your Company for a period of five years from 2022-23 to 2026-27 in the Annual General Meeting of the Company held on July 14, 2022, on the expiration of their previous term of appointment.

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.

The Report is enclosed with the financial statements in this integrated Annual Report

The Board had appointed M/s RSMV & Co., Practicing Company Secretaries as Secretarial Auditor of the Company for the financial year 2022-23 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 08, 2019 and NSE Circular Ref No: NSE/CML/ 2023/21 dated March 16, 2023, Circular Ref No: NSE/CML/ 2023/30 dated April 10, 2023 and BSE Notice No. 20230316-14 dated March 16, 2023, BSE Notice No.20230410-41 dated 10th April , 2023 for the financial year 2022- 23 relating to compliance of all applicable SEBI regulations and circulars/ guidelines submitted by Secretarial Auditor for the financial Year 2022- 23 in the prescribed

format is attached as Annexure - V and forms part of this integrated Annual Report.

There are no qualifications or observations or adverse remarks of the Secretarial Auditors in the Report issued by them for the financial year 2022-23.

M/s. RSMV & Co., Practicing Company Secretaries have been re-appointed to conduct the Secretarial Audit of the Company for financial year 2023-24. They have confirmed that they are eligible for the said appointment.

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. Therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

During the year under review, your Company has neither accepted nor renewed any deposits 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.

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

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 the Act. During the reporting period there was no foreign exchange earnings and outgo.

Internal Financial Controls are an integrated part of the risk management process, addressing the financials 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.

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 as on March 31, 2023, is available on the website of the Company at the link https://www.ptlenterprise.com

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security provided 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.

During the year the Company entered into a Lease Agreement for Storage Facility with Apollo Tyres Ltd (Related Party) on May 23, 2022, and the transaction entered was in the ordinary course of business and is at arm's length basis. All related party transactions are placed before the Audit Committee for review and approval.

No material related party transactions, exceeding Rupees one thousand crore or 10% of the annual consolidated turnover, as per the last audited Financial Statements of your Company whichever is lower, were entered during the year by your Company. The disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2, forms part of this integrated Annual Report as Annexure VI. Members may refer to Note no. C 13 (B) to the Financial Statements which sets out related party disclosures pursuant to IND AS-24.

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.

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the 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 in the questionnaire related to the performance of the Board, its Committees and individual Directors except himself. On the basis of the questionnaire, a format of 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.

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 March 20, 2023. 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 Non- Executive 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.

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

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 RMC are included in the Corporate Governance Report.

The Board of Directors reviews in detail, on quarterly basis, the reports of compliance with 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 Secretarial Standards issued by Institute of Company Secretaries of India.

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted an Internal Committee(s) (ICs) to redress and resolve any complaints arising under the POSH Act. Training / awareness programs are conducted throughout the year to create sensitivity towards ensuring.

During the year under review, your Company complied with all the applicable Secretarial Standards.

The Key financial ratios for the financial year ended March 31, 2023, forms part of the Financials.

Your Directors are thankful to the 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.

For and on the behalf of Board of Directors