Shareholders meeting

Dated: July 03, 2026 The Secretary The Secretary National Stock Exchange of India Ltd. BSE Ltd. Exchange Plaza, Phiroze Jeejeebhoy Towers, Bandra-Kurla Complex, Dalal Street, Bandra (E), Mumbai – 400001 Mumbai – 400051 Scrip Code: 509220 Trading Symbol: PTL Sub: Submission of Annual General Meeting Notice and Annual Report for Financial Year 2025-26 Dear Sir/ Madam, Pursuant to the Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the following documents being dispatched/ sent to the Members in the permitted mode(s). 1. Notice of the 65th Annual General Meeting (“AGM”) of the Company scheduled to be held on Tuesday, July 28, 2026 at 3:00 P.M. (IST) through Video Conferencing("VC") / Other Audio Visual Means("OAVM"). 2. Annual Report for the Financial Year ended March 31, 2026, including the Notice of the AGM. The above documents are also uploaded on the website of the Company at www.ptlenterprise.com. This is for your information and records. Thanking you Yours truly, For PTL Enterprises Ltd. Jyoti Upmanyu Company Secretary and Compliance Officer Encl : as above PTL Enterprises Ltd. 65th Annual Report 2025 – 2026 PTL ENTERPRISES LTD. Annual Report 2025-26 PTL ENTERPRISES LTD. 65th Annual Report Contents Page Nos. Report on Corporate Governance…………………………………………………………............ 40 Management Discussion and Analysis Report……………………………………………........... 73 Financials Independent Auditor’s Report…………………….................................................................... 78 Material Accounting Policies and Notes Forming Part of the Financial Statement ................. 93 PTL ENTERPRISES LTD. Annual Report 2025-26 PTL ENTERPRISES LTD. BOARD OF DIRECTORS MR. ONKAR KANWAR : CHAIRMAN MR. NEERAJ SINGH KANWAR : NON-EXECUTIVE DIRECTOR MR. HARISH BAHADUR : NON-EXECUTIVE DIRECTOR MR. SUNIL TANDON : INDEPENDENT DIRECTOR MR. TAPAN MITRA : INDEPENDENT DIRECTOR MR. RANGANAYAKULU JAGARLAMUDI : INDEPENDENT DIRECTOR MRS. SONALI SEN : INDEPENDENT WOMAN DIRECTOR KEY MANAGERIAL PERSONNELS (KMPs) MS. JYOTI UPMANYU : COMPANY SECRETARY AND COMPLIANCE OFFICER MR. ANIL KUMAR SRIWASTAWA : MANAGER (UNDER COMPANIES ACT, 2013) MR. AMARJEET KUMAR : CHIEF FINANCIAL OFFICER AUDITORS STATUTORY AUDITORS : SCV & CO. LLP, CHARTERED ACCOUNTANTS SECRETARIAL AUDITORS : RSMV & CO., PRACTICING COMPANY SECRETARIES REGISTERED OFFICE BANKERS 3RD FLOOR, AREEKAL MANSION, STATE BANK OF INDIA NEAR MANORAMA JUNCTION, HDFC BANK PANAMPILLY NAGAR, ERNAKULAM ICICI BANK KOCHI, KERALA - 682036 TEL. NO: (0484) - 4012046, 4012047 FAX NO: (0484) - 4012048 PLANT LOCATION KALAMASSERY ALWAYE, KERALA-683104 PTL ENTERPRISES LTD. Annual Report 2025-26 PTL ENTERPRISES LTD. Registered Office: 3rd Floor, Areekal Mansion, Near Manorama Junction, Panampilly Nagar, Kochi, Kerala-682036 CIN: L25111KL1959PLC009300, Website: www.ptlenterprise.com, Email: investors@ptlenterprise.com, Tel: (0124) – 4969101, 4966314 NOTICE NOTICE is hereby given that the 65th Annual General Meeting (AGM) of the Members of PTL ENTERPRISES LTD. will be held on 28th of July 2026 on Tuesday at 3:00 P.M, IST, through Video Conferencing (“VC”) / Other Audio-Visual Means (OAVM) to transact the following business. The Registered Office of the Company situated at 3rd Floor, Areekal Mansion, Near Manorama Junction, Panampilly Nagar, Kochi, Kerala – 682036, shall be deemed to be the venue for the AGM. ORDINARY BUSINESS 1. TO CONSIDER AND ADOPT THE AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2026, AND REPORTS OF THE BOARD OF DIRECTORS AND OF THE AUDITORS THEREON To consider and if thought fit, to pass, the following resolution as an ordinary resolution: “RESOLVED THAT the audited financial statements of the Company for the financial year ended March 31, 2026, together with the reports of the Board of Directors and the Auditors thereon, as circulated to the members be and are hereby received, considered and adopted.” 2. TO CONFIRM THE PAYMENT OF INTERIM DIVIDEND ALREADY PAID DURING THE YEAR AND TO DECLARE THE FINAL DIVIDEND, OVER AND ABOVE THE INTERIM DIVIDEND, FOR THE FINANCIAL YEAR 2025-26 To consider and if though fit, to pass the following resolution as an ordinary resolution: “RESOLVED THAT the interim dividend at the rate of Rs 1.50 (one rupee and fifty paise only) per equity share of face value of Re 1.00 (one rupee) each, already declared and paid by the Company, be and is hereby noted and confirmed. RESOLVED FURTHER THAT a final dividend at the rate of Re 1.00 (Rupee one only) per equity share of face value of Re 1.00 (Rupee one only) each, over and above the interim dividend already paid, be and is hereby declared for the financial year ended March 31, 2026 and the same be paid out of the profits of the Company. 3. TO RE-APPOINT MR. HARISH BAHADUR (DIN- 00032919), WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT AS A DIRECTOR OF THE COMPANY AND TO APPROVE CONTINUATION OF HIS DIRECTORSHIP AFTER ATTAINING THE AGE OF 75 YEARS To consider and if thought fit, to pass, with or without modification(s), the following resolution as a special resolution: “RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013, and Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, if any (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mr. Harish Bahadur (DIN: 00032919), who retires by rotation and being eligible, has offered himself for re-appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation. RESOLVED FURTHER THAT approval of the Members be and is hereby accorded for continuation of Mr. Harish Bahadur (DIN: 00032919) as a Non-Executive Director of the Company upon attaining the age of 75 years. RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby severally authorized to do all such things, deeds, matters and acts, as may be required to give effect to this resolution and to do all things incidental and ancillary thereto.” By the order of Board of Directors For PTL Enterprises Ltd. Place : Gurugram Jyoti Upmanyu Date : 30th June 2026 FCS: 7985 Company Secretary & Compliance Officer PTL ENTERPRISES LTD. Annual Report 2025-26 NOTES: 1. Pursuant to the General Circular No. 09/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs (MCA) and circular issued by SEBI vide circular no. SEBI/ HO/ CFD/ CFDPoD-2/ P/ CIR/ 2024/ 133 dated October 3, 2024 (“SEBI Circular”) and other applicable circulars and notifications issued (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time to time, companies are allowed to hold EGM/AGM through Video Conferencing (VC) or other audio visual means (OAVM), without the physical presence of members at a common venue. In compliance with the said Circulars, EGM/AGM shall be conducted through VC / OAVM. 2. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the MCA, the facility to appoint proxy, to attend and cast vote for the members is not available for this EGM/AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the EGM/AGM through VC/OAVM and participate there at and cast their votes through e-voting. 3. Since the AGM will be held through VC/ OAVM, the Proxy Form, Attendance Slip and Route Map are not annexed to this Notice. 4. AGM shall be convened through VC/ OAVM in compliance with applicable provisions of the Act read with MCA Circulars. 5. The Financial Statements for the Financial Year (“F.Y.”) 2025-26 including Board’s Report, Auditor’s Reports and other documents required to be attached therewith (together referred to as “Annual Report for FY 2025-26”) and Notice of AGM are being sent in electronic mode to those Members whose e-mai [Showing first 8,000 characters — download PDF for full document]