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Pritika Engineering Components LtdIndustry : Castings & Forgings
BSE Code:77883NSE Symbol: PRITIKAP/E(TTM):36.93
ISIN Demat:INE0MJQ01020Div & Yield %:0EPS(TTM):2.38
Book Value(Rs):17.4103405Market Cap ( Cr.):231.75Face Value(Rs):5
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Dear Shareholders,

The Directors have pleasure in presenting their 8th Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2025.

1. FINANCIAL RESULTS

The Financial results are briefly indicated below:

(In Lakhs)

Particulars

Standalone

Consolidated

2024-25 2023-24 2024-25 2023-24

Revenue from operations (net)

10483.33 8717.22 11738.36 8732.39

Other Income

72.36 49.29 27.60 23.13

Profit before Interest, Depreciation and Tax (PBIDT)

1602.83 1192.30 1854.28 1166.72

Interest

431.03 391.23 543.10 394.56

Profit before Depreciation and Tax (PBDT)

1171.80 801.07 1311.18 772.16

Depreciation

466.43 316.60 589.48 323.31

Profit before Tax Expenses

705.37 484.47 721.70 448.85

Tax Expenses

151.46 112.85 147.26 112.84

Profit after Tax

553.91 371.62 574.44 336.01

Other Comprehensive Income

0.34 (4.15) 0.34 (4.15)

Total Comprehensive Income

554.25 367.47 574.78 331.86

EPS- Basic

2.10 3.03 2.18 2.74

Diluted

2.10 3.03 2.18 2.74

The Standalone Revenue from the operations (net) for the Financial Year 2024-25 was Rs. 10483.33 lac (Previous year Rs. 8717.22 lac). The company earned Net Profit of Rs. 553.91 lac (Previous Year Rs. 371.62 lac). The earning per share was Rs. 2.10.

The Consolidated Revenue from the operations (net) for the Financial Year 2024-25 was Rs. 11738.36 lac (Previous Year Rs. 8732.39 lac). The company earned Consolidated Net Profit Rs. 574.44 lac (Previous Year Rs. 336.01 lac). The Consolidated Earnings per share was Rs. 2.18.

There was no change in the nature of business of the company during the year.

The previous year figures have been restated, rearranged, regrouped and consolidated, to enable comparability of the current year figures of accounts with the relative previous year's figures.

2. INDUSTRIAL SCENARIO

Indian Economy Outlook

India's economic performance in FY25 has demonstrated resilience amid global uncertainties, with real GDP growth estimated between 6.3% and 6.5%. This steady growth trajectory is underpinned by robust domestic demand, strategic public investments, and a rebound in key sectors.

Deloitte's May 2025 outlook projects India's GDP growth in the range of 6.3% to 6.5% for FY25, with expectations of 6.5% to 6.7% for FY26. This optimistic forecast is attributed to tax incentives boosting consumer spending and strong domestic demand. However, potential headwinds include global trade uncertainties and the impact of international tariff regimes.

EY's assessment aligns with this outlook, projecting India's real GDP growth at 6.4% for FY25 and 6.5% for FY26. The firm emphasizes the importance of well-calibrated fiscal strategies that support human capital development while maintaining fiscal prudence to enhance long-term growth prospects.

On the supply side, the agriculture sector is projected to grow by 3.8%, bolstered by favorable monsoon conditions and enhanced productivity in horticulture, livestock, and fisheries. The industrial sector is expected to expand by 6.2%, supported by growth in construction activities and utilities. The services sector continues to be a significant contributor, maintaining its upward trajectory.

Inflationary pressures have moderated, with retail headline inflation softening to 4.9% during April-December 2024. The Reserve Bank of India anticipates aligning consumer price inflation with the target of around 4% in FY26. Fiscal indicators remain robust, evidenced by an 8.2% growth in capital expenditure between July and November 2024. Additionally, gross FDI inflows increased by 17.9% year-on-year, reaching USD 55.6 billion in the first eight months of FY25. Foreign exchange reserves stood at USD 640.3 billion as of December 2024, sufficient to cover 10.9 months of imports and approximately 90% of external debt.

Looking ahead, India's economic prospects remain favorable, supported by structural reforms, infrastructure development, and a focus on self-reliance. The government's commitment to enhancing the manufacturing sector and fostering innovation positions the country for sustained growth, with aspirations to ascend to the position of the world's third- largest economy in the coming years.

Source :

httvs://www2.deloitte.com/us/en/insishts/economv/asia-pacific/india-economic-outlook.html httvs: / / www. pib. gov. in / PressReleasePase. asvxRs.PRID =2113316 https:llwww.ev.com/en in/services/tax/india-economic-pulse

Indian Auto-Components Industry

The automotive components industry experienced a 11% YoY growth, reaching Rs. 3.32 lakh crore (US$ 38.4 billion) in the first half of FY25.

India has become the fastest-growing economy in the world in recent years. This fast growth, coupled with rising incomes, a boost in infrastructure spending and increased manufacturing incentives, has accelerated the automobile industry. The two-wheeler segment dominated the automobile industry because of the Indian middle class, with automobile sales standing at 23.85 million units in FY24.

Significant demand for automobiles also led to the emergence of more original equipment and auto components manufacturers. As a result, India developed expertise in automobiles and auto components, which helped boost international demand for Indian automobiles and auto components. Hence, the Indian automobile industry has a considerable impact on the auto component industry.

In 2024, India produced 100,000 electric cars and 900,000 electric two-wheelers. However, Internal Combustion Engine (ICE) vehicles still dominate with 20 million two-wheelers and 5 million cars produced.

India's auto component industry is an important sector driving macroeconomic growth and employment. The industry comprises players of all sizes, from large corporations to micro entities, spread across clusters throughout the country. The auto components industry accounted for 2.3% of India's GDP and provided direct employment to more than 1.5 million people.

The industry is a leader in exports and provides jobs to over 3.7 crore people. In FY24, the export value of auto components/parts was estimated at US$ 21.2 billion.

Source: https: / / www. ibef. ors/industry / autocomponents-india

Indian Agricultural Tractor Market

The Indian agricultural tractor market is a large and growing sector, driven by the country's predominantly agrarian economy and increasing mechanization of farming practices. The market is expected to reach a value of USD 15.3 billion by 2034, with a compound annual growth rate (CAGR) of 7.0%. Key factors contributing to this growth include government initiatives to boost agricultural productivity, rising rural incomes, and the increasing use of tractors for nonagricultural purposes like construction and transport. Government initiatives, including subsidies and support for farm mechanization, contribute to market growth.

The industry is witnessing a remarkable technological revolution, particularly in the realm of sustainable and smart farming solutions. In January 2024, Tractors and Farm Equipment Limited (TAFE) marked a significant milestone by introducing electric tractors equipped with auto-steer and advanced farm management systems. This innovation reflects the industry's commitment to environmental sustainability and technological advancement. Similarly, in February 2024, Sonalika Tractors launched a new range of 10 advanced heavy-duty tractors under the "Tiger" series, featuring cutting- edge technologies like CRDS and HDM+ engines, demonstrating the industry's focus on innovation and efficiency.

The industry is experiencing significant capital investments in manufacturing infrastructure, reflecting confidence in the market's growth potential. Major manufacturers are expanding their production facilities to meet the growing demand and incorporate advanced manufacturing technologies. In March 2024, Sonalika Tractors invested in two new plants in Hoshiarpur, Punjab, including a tractor assembly facility and a high-pressure foundry plant. Similarly, Escorts Kubota Ltd announced plans to invest approximately Rs. 4,500 crore in a new manufacturing plant in Rajasthan, aiming to double their domestic tractor production capacity to 3.4 lakh units annually. These investments underscore the industry's commitment to enhancing production capabilities and maintaining technological leadership in the global market.

Source: https://1www.mordorintellieence.com/industry-reports/india-aericultural-tractor-machinerv-market

Agricultural Tractors Market Outlooks

Industry poised to farm significant growth in CY2025. Having closed CY2024 with a strong performance in December (99,292 units, up 25.7% YoY), the Indian tractor industry has entered CY2025 on a bullish note. According to Hemant Sikka, President - Farm Equipment Sector, Mahindra & Mahindra, “Sentiments have remained positive in December on account of positive cash flow momentum from the kharif harvest. Additionally, favorable reservoir levels have resulted in strong sowing for the rabi season, further bolstering demand for tractors. Looking ahead, the tractor industry is poised for significant growth, underpinned by positive agricultural sentiments and favorable terms of trade for farmers.”

FADA too is optimistic about growth this year and states that dealers across vehicle categories sense resurgence in market confidence, fuelled by improved rural liquidity, evolving government policies and a wave of new product launches. Despite financing headwinds and heightened competition, many retailers believe that focused marketing strategies, robust supply chains and better alignment with customer preferences will create a foundation for sustained expansion.

Source:https://www.autocarpro.in/analvsis-sales/tvs-ahead-of-baiai-auto-ather-and-ola-in-e2w-sales-in-ianuarv-week-1-124280

3. SHARE CAPITAL

During the year under review, the company raised its Authorized share capital to Rs. 25,00,00,000/- (Rupees Twenty Five Crores only) divided into 2,50,00,000 ( Two Crore Fifty Lac only) Equity Shares of Rs. 10/- each.

Further, the Company with the approval of shareholders and other requisite authorities has sub divided each equity share of the face value of Rs. 10/- into two equity shares of Rs. 5/- each.

Consequently, the authorized capital of the Company has been changed from Rs. 25,00,00,000/- (Rupees Twenty Five Crores only) divided into 2,50,00,000 ( Two Crore Fifty Lac only) Equity Shares of Rs. 10/- each to Rs. 25,00,00,000/- (Rupees Twenty Five Crores only) divided into 5,00,00,000 (Five Crore only) equity Shares of Rs. 5/- each. The issued, subscribed and paid-up Capital of the Company has been changed from 1,31,82,515 equity shares of Rs. 10/- each to 2,63,65,030 equity shares of Rs. 5/- each.

4. LISTING ON NATIONAL STOCK EXCHANGE OF INDIA LTD. (NSE) EMERGE

The equity shares of the company are listed on NSE Emerge. The Stock Code with NSE is: PRITIKA.

5. DIVIDEND

Considering the financial results and to plough back surplus of the Company, the Board did not recommend payment of any dividend for the year ended 31st March, 2025.

6. TRANSFER TO RESERVE

During the financial year, there was no amount proposed to be transferred to the Reserves.

7. AUDITOR & AUDITORS' REPORT

M/s. Sunil Kumar Gupta & Co., Chartered Accountants, New Delhi were appointed as statutory auditors of the company for a period of five years in the 4th AGM i.e. till the conclusion of the 9th Annual General Meeting to be held for the FY 2025-26.

The Auditors' Report for the fiscal 2025 does not contain any qualification, reservation or adverse remark. Further, in terms of section 143 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014, as amended, no fraud has been reported by the Auditors of the Company where they have reasons to believe that an offence involving fraud is being or has been committed against the company by officers or employees of the company.

8. DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence company need not to give details related to deposits. There is no non-compliance of the provisions of Chapter V of the Companies Act 2013.

9. PARTICULARS OF EMPLOYEES

Disclosure pertaining to the remuneration and other details as required under the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and any amendments thereof, is attached as Annexure-A.

10. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Board has adopted a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.

Based on the recommendation of Nomination & Remuneration Committee, the Board of Directors approved and adopted a Policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and other employees of the Company as required under Section 178(3) of the Act.

-The Nomination & Remuneration Committee identifies and ascertains the integrity, qualification, expertise and experience of the person for appointment as Director and ensures that the candidate identified possesses adequate qualification, expertise and experience for the appointment as a Director.

-The Nomination & Remuneration Committee ensures that the candidate proposed for appointment as Director is compliant with the provisions of the Companies Act, 2013.

-The candidate's appointment as recommended by the Nomination and Remuneration Committee requires the approval of the Board.

-In case of appointment of Independent Directors, the Nomination and Remuneration Committee satisfies itself with regard to the independent nature of the Directors vis- a-vis the Company so as to enable the Board to discharge its function and duties effectively.

-The Nomination and Remuneration Committee ensures that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

-The policy can be viewed at company's website at https:// www.pritikaensineerins.com/nomination-remuneration-policy. pdf

11. CORPORATE GOVERNANCE

The Company is covered under criteria of Regulation 15(2)(b) of SEBI(Listing Obligations & Disclosure Requirements) Regulations, 2015, and is not required to provide ‘Report on Corporate Governance'.

12. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company has one wholly owned subsidiary namely ‘Meeta Castings Limited.' Except this the company does not have any other Subsidiary, Joint venture or Associate Company. The Company itself is subsidiary of Pritika Auto Industries Ltd. No company has become subsidiary, associates and joint ventures during the year under purview.

In accordance with the provisions of section 129 (3) of the Act read with the Companies (Accounts) Rules, 2014, a report on the performance and financial position of the subsidiary is attached as ‘Annexure-B' to this report.

13. STATEMENTS OF PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information in accordance with the provisions of Section 134 (3)(m) of the Act read with the Companies (Accounts) Rules, 2014 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo during the reporting period is attached herewith and marked as ‘Annexure-C'.

14. RELATED PARTY TRANSACTIONS

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and forms part of this report as ‘Annexure-D'.

15. ANNUAL RETURN

The copy of Annual Return as at 31st March, 2025, is available on the company's website at https://www. vritikaeneineerine.com/annual-return-met-vritika-enee.html

16. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors have approved the appointment of M/s S. K. Sikka & Associates, Company Secretaries (Certificate of Practice No. 3582) of Chandigarh as the Secretarial Auditors of the Company for the first term of five consecutive years, effective from April 1, 2025 till March 31, 2030. The Board has recommended their appointment for approval of the Members at the ensuing Annual General Meeting (AGM).

A brief profile and other relevant details of M/s S. K. Sikka & Associates is provided in the Notice convening the ensuing AGM.

M/s S. K. Sikka & Associates, Company Secretaries has consented to act as the Secretarial Auditors of the Company and confirmed that their appointment, if approved, would be within the limits prescribed under the Companies Act, 2013 and SEBI LODR Regulations. They have further confirmed that they are not disqualified to be appointed as the Secretarial Auditors under the applicable provisions of the Act, rules made thereunder, and SEBI Listing Regulations.

As required under section 204(1) of the Companies Act, 2013 and Rules made there under, the Company has appointed Mr. Sushil K Sikka, Prop. S K Sikka & Associates, Company Secretary as Secretarial Auditor of the Company for the Financial Year 2024-25.

The Copy of Secretarial Audit Report for the Financial Year 2024-25 issued by Mr. Sushil K Sikka, Company Secretary in Practice has been attached and marked as ‘Annexure-E'. The Secretarial Auditors' Report for the fiscal 2025 does not contain any qualification, reservation or adverse remark.

The Secretarial Audit Report of Meeta Castings Ltd., the subsidiary of the company has been attached and marked as ‘ Annexure-F'.

17. MANAGEMENT DISCUSSION ANALYSIS REPORT

The details forming part of Management Discussion and Analysis Report is annexed herewith to the Board Report as ‘ Annexure-G'.

18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year under review, there is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loan, guarantee and investment covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the financial statements.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The details about the policy developed and implemented by the company and CSR initiatives taken during the year is enclosed as ‘Annexure-H'. The company has also developed a policy on CSR which can be viewed at company's website httvs://www. vritikaeneineerine.com/csr-volicy. vdl

21. MEETINGS OF BOARD OF DIRECTORS

The Board met six times on 21-05-2024, 10-06-2024, 03-08-2024, 07-11-2024, 19-12-2024 and 10-02-2025 during the year. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations.

Attendance of Directors in the Board Meeting:

Sr. No.

Name of Directors

No. of Board Meetings

Entitled to attend Attended

1.

Mr. Harpreet Singh Nibber 6 6

2.

Mr. Ajay Kumar 6 6

3.

Mr. Narinder Kumar Tyagi 4 4

4.

Mr. Bishwanath Choudhary 6 6

5.

Mrs. Neha 6 6

6.

Mr. Aman Tandon 6 4

22. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitment affecting the financial position of the company occurred between the end of the financial year 2024-25 and the date of this report.

23. CORPORATE ACTIONS DURING THE YEAR 2024-25

During the Financial Year 2024-25, the Company has made the following Corporate Actions:

Annual General Meeting

The shareholders of the company in their Annual General Meeting held on 06/09/2024:

• Approved to increase the Authorized Share Capital of the Company from Rs. 20,00,00,000/- (Rupees Twenty Crores only) divided into 2,00,00,000 (Two Crores) Equity Shares of Rs. 10/- each (Rupees Ten only) to Rs. 25,00,00,000/- (Rupees Twenty Five Crores Only) divided into 2,50,00,000 (Two Crores Fifty Lac) Equity Shares of Rs. 10/- each (Rupees Ten only).

• Approved Alteration of Capital clause in the Memorandum of Association of the Company

Extra Ordinary General Meeting

The shareholders of the company in their Extra Ordinary General Meeting held on 17/01/2025:

• Approved the sub division of each equity share of the face value of Rs. 10/- each into two equity shares of Rs. 5/- each. Consequently, the issued, subscribed and paid-up Capital of the Company has been changed from 1,31,82,515 equity shares of Rs. 10/- each to 2,63,65,030 equity shares of Rs. 5/- each.

• Approved Alteration of Capital clause in the Memorandum of Association of the Company

24. COMPOSITION OF COMMITTEES

The Company has complied with the SEBI (LODR) Regulations along with the Companies Act, 2013 with respect to the Composition of the Committees as required therein, details of which are as follows:

Audit Committee

The Composition of the Audit Committee as on 31.03.2025 and the number of meetings held and attended by members during the year is given herein below.

Member's Name Designation No. of meetings held No. of meetings entitled to attend No. of meetings attended
Mr. Bishwanath Choudhary Chairperson 4 4 4
Mr. Harpreet Singh Nibber Member 4 4 4
Mr. Aman Tandon Member 4 4 3
Mrs. Neha Member 4 4 4

All the recommendations made by the Audit Committee in the financial year 2024-25 were approved by the Board.

Nomination and Remuneration Committee

The Composition of the Nomination and Remuneration Committee as on 31.03.2025 and the number of meetings held and attended by members during the year is given herein below:

Member's Name Designation No. of meetings held No. of meetings entitled to attend No. of meetings attended
Mr. Bishwanath Choudhary Chairperson 2 2 2
Mrs. Neha Member 2 2 2
Mr. Ajay Kumar Member 2 2 2
Mr. Aman Tandon Member 2 2 2

Stakeholders Relationship Committee

The Composition of the Stakeholders Relationship Committee as on 31.03.2025 and the number of meetings held and attended by members during the year is given herein below:

Member's Name

Designation No. of meetings held No. of meetings entitled to attend No. of meetings attended
Mrs. Neha Chairperson 2 2 2
Mr. Ajay Kumar Member 2 2 2
Mr. Bishwanath Choudhary Member 2 2 2

Corporate Social Responsibility Committee

The Composition of the Corporate Social Responsibility Committee as on 31.03.2025 and the number of meetings held and attended by members during the year is given herein below:

Member's Name

Designation No. of meetings held No. of meetings entitled to attend No. of meetings attended
Mr. Harpreet Singh Nibber Chairperson 4 4 4
Mr. Ajay Kumar Member 4 4 4
Mrs. Neha Member 4 4 4

25. BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance, its committees and individual directors including Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination & Remuneration Committee of the Company. The evaluation of the working of the Board, its Committees, experience and expertise, performance of duties and obligations etc. were carried out.

26. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Composition of the Board and Key Managerial Personnel (KMP) of the Company as on 31st March, 2025 were as follows:

Sr. No.

Name of Director Designation Date of Appointment

1.

Mr. Harpreet Singh Nibber Chairman & Managing Director 20/02/2018

2.

Mr. Ajay Kumar Non-Executive Director 05/10/2021

3.

Mr. Aman Tandon Independent Director 25/08/2023

4.

Mr. Bishwanath Choudhary Independent Director 20/07/2022

5.

Mrs. Neha Independent Director 20/07/2022

6.

Mr. Narinder Kumar Tyagi* Director and Chief Financial Officer 20/07/2022

7.

Mr. Chander Bhan Gupta Company Secretary and compliance officer 20/07/2022

* Mr. Narinder Kumar Tyagi (DIN : 00483827) was appointed as additional director on 10th June, 2024 and the members in their Annual General Meeting held on 6th September, 2024 regularized his appointment as Non-Executive director.

Retirement by Rotation and subsequent re-appointment of Director

Mr. Narinder Kumar Tyagi, Director retires by rotation at the ensuing Annual General Meeting, and being eligible offers himself for re-appointment.

Independent Directors

Independent Directors on your Company's Board have submitted declarations of independence to the effect that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board our Independent Directors possesses requisite qualification, experience and hold high standards of integrity for the purpose of Rule 8(5)(iii a) of the Companies (Accounts) Rules, 2014.

Change in Composition of Board

During the Financial Year 2024-25 there were following changes in the composition of Board of Directors:

Mr. Narinder Kumar Tyagi (DIN : 00483827) was appointed as additional director on 10th June, 2024 and the members in their Annual General Meeting held on 6th September, 2024 appointed him as Non-Executive director.

Key Managerial Personnel

There was no change in Key Managerial Personnel during the Financial Year ended 31 March, 2025.

27. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts for the financial year ended 31st March, 2025 the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit or loss of the Company for the year under review.

c. The Directors had taken proper and sufficient care 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 had prepared the accounts for the financial year ended 31st March, 2025 on a going concern basis.

e. The Directors had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

28. COST AUDITORS

As per requirement of the Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board of Directors on the recommendation of Audit Committee has appointed M/s Verma Khushwinder & Co., Cost Accountants, (Firm Registration No. 000469) as Cost Auditor to audit the Cost Accounts of the company for the Financial Year 2025-26.

As required under the Act, a resolution seeking members' approval for remuneration payable to the Cost Auditor on his appointment, forms part of the notice convening the Annual General Meeting for their approval.

29. INTERNAL AUDITORS

Pursuant to section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act, the Board of Directors has re-appointed M/s. A.K. Sood & Associates, Chartered Accountants, Chandigarh as Internal Auditors of the Company for financial year 2025-26. The Internal Auditor conducts the internal audit and reports to the Audit Committee and Board from time to time.

30. COST RECORDS

The Company is maintaining Cost Records as specified by the Central Government under Sub section (1) of Section 148 of the Companies Act 2013.

31. INTERNAL FINANCIAL CONTROLS & RISK MANAGEMENT

Pursuant to the provisions of Section 177(4) & Section 134(3)(n) of the Companies Act, 2013, the Board has developed Internal Finance Control Policy to identify and mitigate risks. The provisions of Regulation 21 of SEBI Listing Regulations 2015 pertaining to Risk Management Committee are not applicable to the company.

32. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behavior in all its operations, the Company has formulated Whistle Blower Policy. This policy aspires to encourage all employees to report suspected or actual occurrence of illegal, unethical or inappropriate events (behaviors or practices) that affect Company's interest/image.

This Policy can be viewed at company's website at https://'www.vritikaeneineerine.com/whistle-blower-volicv.vd1

33. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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. The Company did not receive any complaint during the year and the details required pertaining to complaints are mentioned below:

(a) Number of complaints of sexual harassment received in the year

Nil

(b) Number of complaints disposed off during the year

Nil

(c) Number of cases pending for more than ninety days

Nil

34. During the year under review no application was made and no proceeding was pending against the company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

35. During the year under review there was no One Time settlement with any bank or Financial Institution.

36. During the year under review, the company has complied with the provisions relating to the Maternity Benefit Act, 1961.

37. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards in the Financial Year 2024-25.

38. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company is well equipped with adequate internal financial controls. The Company has a continuous monitoring mechanism which enables the organization to maintain the same standards of the control systems and help them in managing defaults, if any, on timely basis because of strong reporting mechanisms followed by the Company.

39. CODE OF CONDUCT

The Board has laid down a Code of Conduct (“Code”) for Board Members, Managerial Personnel and for Senior Management Employees of the Company. This Code has been posted on the Company's website at https://www. pritikaensineerins.com/code-conduct-directors. pdf. All the Board Members and Senior Management Personnel have affirmed compliance with this code. The Board has also laid down a Code of Conduct for Independent Directors pursuant to Section 149(8) and Schedule IV to the Companies Act, 2013 via terms and conditions for appointment of Independent Directors, which is a guide to professional conduct for Independent Directors and has been uploaded on the website of the Company.

40. NON-DISQUALIFICATION OF DIRECTORS

None of the Directors of the Company has been debarred or disqualified from being appointed or continuing as director of Companies.

41. POLICY FOR PRESERVATION OF DOCUMENTS

Pursuant to the Regulation 9 of SEBI (LODR), 2015 the Company has maintained the policy of preservation of documents to keep the documents preserve as per Regulation 9(a) & 9(b) of SEBI (LODR), 2015 and the same has been uploaded on the website of the Company on https://www.pritikaensineerins.com/archival-policy. pdf.

42. REGISTRAR AND SHARE TRANSFER AGENT INFORMATION MUFG INTIME INDIA PRIVATE LIMITED (Formerly Link Intime India Private Limited)

Regd. Office: C-101, Embassy 247, 1st Floor, L.B.S. Marg,

Vikhroli (West), Mumbai - 400 083 Maharashtra, India Tel : +91 22 4918 6000 Fax : +91 22 4918 6060

Email Id: mumbai@ in. mpms. mufs. com Website: https://in. mpms.mufs.com/

43. ACKNOWLEDGEMENTS

Your Directors wish to express their sincere appreciation to all the Employees for their contribution and thanks to our valued clients, Bankers and shareholders for their continued support.

For and on behalf of the Board of Directors

Sd/-

Date: 11.08.2025

Harpreet Singh Nibber

Place: Mohali

Chairman & Managing Director

DIN: 00239042