Palco Metals Ltd Directors Report

To,

The Members,

Palco Metals Limited,

Your directors have pleasure in presenting herewith the 65th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2026.

1. FINANCIAL SUMMARY:

Particulars	Year Ended on 31/03/2026	Year Ended on 31/03/2025
TOTAL INCOME
Revenue from Operations (Net)	0.00	0.00
Other Income	0.00	0.00
Total revenue	0.00	0.00
TOTAL EXPENSES:
Expenses (Employee Exps.)	4.98	3.59
Finance Costs	26.69	20.18
Other Exps.	7.64	7.11
Total Exps.	39.31	30.88
Profit/(Loss) after finance costs but before exceptional Items	-39.31	-30.88
Exceptional Items	-	-
Profit before extraordinary items and tax	-39.31	-30.88
Extraordinary Items	-	-
Profit before Tax	-39.31	-30.88
Tax Expenses	0.00	0.00
(A) Current Tax	0.00	0.00
(B) Deferred Tax	0.00	0.00
(C) Prior Period Tax Adjustment	0.00	1.78
Net Profit /Loss for the Period	-39.31	-32.66
Earnings Per share	-0.98	-0.82

2. STATEMENT OF COMPANYS AFFAIRS:

The Company has earned revenue from Operations of Rs. Nil. Other income from interest was also Nil.

3. TRANSFER TO RESERVE:

The Company proposes to transfer nil amounts to General Reserve and amount of loss incurred is proposed to be retained as in the Statement of Profit and Loss.

4. DIVIDEND:

No income is generated from the operations hence, with a view to conserve the resources, the board of directors of the company have not recommended any dividend for the year under review.

5. ACCEPTANCE OF DEPOSITS:

During the year under review, the Company has not accepted any deposits from the Public and Shareholders of the Company. Further no amount of principal or interest was outstanding as of the Balance Sheet date.

6. CHANGES IN SHARE CAPITAL OF THE COMPANY:

There is no change in the Authorized and Paid up Share Capital of the Company.

7. SUBSIDIARY, ASSOCIATE OR JOINT VENTURE COMPANY:

The Company has Wholly Owned Subsidiary company Palco Recycle Industries Limited (PRIL) within the meaning of 2(87) of the Companies Act, 2013. Palco Recycle Industries Limited has performed stable during the year. The performance of subsidiary is as follows:

Particulars	Year Ended on 31/03/2026	Year Ended on 31/03/2025
TOTAL INCOME
Revenue from Operations (Net)	29,318.14	24,595.79
Other Income	186.66	155.82
Total revenue	29,504.80	24,751.61
Total Exps.	28,594.71	23,860.66
Profit/(Loss) after finance costs but before exceptional Items	910.09	890.95
Profit before Tax	910.09	890.95
Tax Expenses	232.36	227.27
Profit After Tax	677.73	663.68

Further, a report in the prescribed Form AOC- 1 as per first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 and Rules made there under is attached herewith as Annexure A to the report.

8. CONSOLIDATED FINANCIAL STATEMENTS:

Since the Company has Wholly Owned subsidiary company i.e., Palco Recycle Industries Limited, Consolidated Financial Statements prepared, pursuant to the requirements of Section 129, read with Schedule III of the Companies Act, 2013 and Rules made there under, Listing Regulations and applicable Accounting Standards, are placed in the Annual Report along with the Auditors Report thereon. They are also forming part of the financial statements.

9. MATERIAL EVENTS DURING THE YEAR:

During the year, in case of merger in the nature of amalgamation under fast track route, Resolution passed by Palco Metals Limited A Transferee Company (Holding Company) for amalgamation of Palco Recycle Industries Limited with Palco Metals Limited under section 233 of the Companies Act, 2013, failed to meet the specified criteria of 90% of the total Shareholding of the Transferee Company (Holding Company) and it was considered as not passed in the EGM with requisite Criteria.

So, Board, thereafter, in its meeting on June 30, 2025 passed a resolution to apply to the Honorable National Company Law Tribunal, Ahmedabad bench, under Sections 230 to 232 of the Companies Act, 2013, for approval of Scheme amalgamation between Palco Recycle Industries Limited (Transferor Company) with Palco Metals Limited (Transferee Company).

10. MATERIAL EVENTS OCCURING AFTER BALANCE SHEET DATE-POST BALANCE SHEET EVENTS:

Subsequent to the closure of the financial year. The Honble Tribunal vide its order dated 16 June 2026 in CA (CAA) No. 2 of 2026, issued directions for convening meetings of the relevant shareholders and creditors to consider the Scheme of Amalgamation of Palco Recycle Industries Limited, the wholly owned subsidiary, with the Company under Sections 230 to 232 of the Companies Act, 2013.

Pursuant to the said order, the Tribunal-convened meetings of the Equity Shareholders and Unsecured Creditors of the Company were held on 27 July 2026, at which the Scheme was approved by the requisite statutory majority. The Scheme remains subject to final sanction of the NCLT and completion of other applicable statutory formalities.

The aforesaid order is procedural in nature and does not adversely affect the going-concern status or future operations of the Company. Except as stated above, no significant or material order was passed by any regulator, court or tribunal impacting the going-concern status or future operations of the Company.

11. ANNUAL RETURN:

Annual Return of the Company as required under Section 92(3) read with Section 134(3)(a) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, in the prescribed Form MGT-7, is also placed on the website of the company www.palcometals.com and weblink for the same is http://palcometals.com/investors/.

12. CORPORATE GOVERNANCE:

As per the provision of Regulation 15(2) of the Listing Regulations Compliance with Corporate Governance provisions as specified in the regulations 17 to 27 and clause (b) to (i) of Regulation 46(2) and para-C, D and E of Schedule V shall not apply to listed entities having paid-up equity share capital not exceeding 10 Crores and net worth not exceeding Rs. 25 Crores as on the last date of previous financial year.

Henceforth, Company being falling under the specified limits of above regulation, requirement of giving Corporate Governance report in Annual Report as per the Para C of the Schedule V is exempted to the company and hence not required to provide the same.

Further Paras information pertaining to PARA A, B and F of the said Schedule are as under:

PARA (A) RELATED PARTY TRANSACTIONS:

Details of Related Party Transactions as per AS 18 issued by ICAI are disclosed in Notes to the Standalone Financial Statements for the year ended on 31st March, 2026. Further the transactions entered into by the company are arms length transactions.

Further, there are no materially significant related party transactions made/ entered into by the Company with its related parties including promoters, directors or the management etc. that may have potential conflict with the interests of the Company at large.

The requirement of Policy on materiality of related party transactions and dealing with related party transactions as per Regulation 23 SEBI (LODR) Regulations, 2015 is not applicable to company as per the Exemption granted under regulation 15(2) of Listing Regulations.

Disclosures in compliance with the Accounting Standard on "Related Party Disclosures is as under:

In the Account of	Disclosures of amounts at the year end and the maximum amounts of loans/ advances/ Investments outstanding during the year.
1 Holding Company	Loans and advances in the nature of loans to subsidiaries by name and amount.
	Loans and advances in the nature of loans to associates by name and amount.
	Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount.
2 Subsidiary Company	As above
3 Subsidiary Company	Same disclosures as applicable to the parent company in the accounts of subsidiary company.

Disclosures of transactions of the listed entity with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the listed entity, in the format prescribed in the relevant accounting standards for annual results.

Refer Note: No 17 of the Financial Statement for the same

PARA (B) MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (listing regulations) the Management Discussion and Analysis Report has been enclosed herewith as per Annexure - B and forming part of the Directors Report.

PARA (F) DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

The listed entity is not required to disclose the information regarding Demat suspense account/ unclaimed suspense account, as there are no shares of company in the Demat suspense account/ unclaimed suspense account.

13. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the confirmation and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (C) and 134(5) of the Companies Act, 2013 and confirm that:

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

(b) The Directors 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 at the end of the financial year and of the profit and 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 annual accounts for the financial year ended on 31st March, 2026 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; and

(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.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under Section 134(3) (m) of the Companies Act, 2013 and Rules made there under, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure - C attached herewith and forming part of the Directors Report.

15. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

The details of the Loans and advances are provided in the schedule attached to the Balance Sheet. There were no guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

16. STATUTORY AUDITORS:

Section 139(2) of the Companies Act, 2013 (effective 1st April, 2014), mandates that a listed company or such other prescribed class of companies shall not appoint or re-appoint an audit firm as Statutory Auditors for more than two terms of five consecutive years each. Company had re-appointed K P S J & ASSOCIATES LLP Chartered Accountants as Statutory Auditors of the Company for a second term of five years to hold office from the conclusion of 63rd Annual General Meeting till the conclusion of 68th Annual General Meeting.

The Statutory Auditor has in their report on both financial Statement and Consolidated Financial Statement of the company has not given any adverse remarks, qualification which requires the Board explanation or justification.

Further Auditors has not reported any fraud in the company during the year under review.

17. SECRETARIAL AUDITOR:

Section 204 of the Companies Act, 2013 and Rules made there under inter alia requires every listed company to annex with its Board Report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form MR-3. The Board has appointed Mr. Punit Lath, Practicing Company Secretary, Ahmedabad to conduct Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed herewith marked as Annexure -D to this Report.

Further the Secretarial Audit report of the company does not contain any major adverse remarks, qualification which requires the Board explanation or justification.

18. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Act read with Rule 13(1)(a) of Companies (Accounts) Rules, 2014, the Board of Directors of the Company has appointed Mr. Mukesh Tiwari CA Inter Pass-out as the internal Auditor, for the Financial Year 2025-26 to conduct internal audit for the Company.

No Qualification or adverse remarks was reported to the Audit Committee by the Internal Auditor during the period under review.

19. MAINTENANCE OF COST RECORD

Since the company has not generate any revenue, our Company is not required to maintain cost records.

20. DIRECTORS AND CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There were no changes in the Board during the F.Y. 25-26.

The company has received a declaration of independence from each independent director.

The Company has received the declaration from the Director of the Company that they are not disqualified to act as Director of the Company.

21. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance and that of its Board Committees pursuant to the provisions of Section 134(3) (p) of the Companies Act, 2013 and SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.

The performance of the Board and Committees were evaluated by the Board on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. None of the independent directors are due for re-appointment.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairperson was evaluated, taking into account the views of executive directors and non-executive directors and 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.

22. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Policy on appointment and remuneration of Directors, KMP and other employees and other matters as required under Section 178(3) of the Companies Act, 2013 is available on the website of the Company viz. www.palcometals.com and is annexed as Annexure E to the report.

The Board, on the recommendation of the Nomination & Remuneration Committee, had formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director as also a Policy for remuneration of Directors, Key Managerial Personnel and Senior Management.

23. DISCLOSURE OF REMUNERATION AS PER RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

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, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits are not applicable to the Company as Company being non-operative it does not have any employees on the payrolls.

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 are not applicable.

24. BOARD MEETINGS, COMMITTEE MEETINGS, AGM AND INFORMATION RELATING TO COMMITTEES:

The Board of Directors of the Company met 10 (Ten) times during the year in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Further Board also herewith declares the compliance of Applicable Secretarial Standards in respect of SS-1 for Board Meeting, Committee Meetings and SS-2 in respect of General Meeting.

Details of the Board Meeting and present of Directors therein are as follows:

(Y=Present, N=Absent, NA= not associated with company as on that date.)

Date of Board Meeting	Name of Director and Presence of Director Therein
	Kirankumar Babulal Agrawal	Gaurav kumar Pushkarrai Jani	Naman Naredi	Meenu Maheshwari
05/04/2025	Y	Y	Y	Y
30/05/2025	Y	Y	Y	Y
31/05/2025	Y	Y	Y	Y
30/06/2025	Y	Y	Y	Y
13/08/2025	Y	Y	Y	Y
22/08/2025	Y	Y	Y	Y
14/11/2025	Y	Y	Y	Y
29/01/2026	Y	Y	Y	Y
13/02/2026	Y	Y	Y	Y
31/03/2026	Y	Y	Y	Y
Total	10	10	10	10

AUDIT COMMITTEE:

During the Year under the Four (Four) meeting of the audit committee was held complying the requirements under the Companies Act, 2013 and Secretarial Standard. The constitution of committee and date of meeting and presence of Directors there at is as follows:

Date of meeting	Name of Director & presence of Director
	Gauravkumar Jani	Naman Naredi	Meenu Maheshwari
30/05/2025	Y	Y	Y
13/08/2025	Y	Y	Y
14/11/2025	Y	Y	Y
13/02/2026	Y	Y	Y
Total	4	4	4

NOMINATION AND REMUNERATION COMMITTEE:

The constitution of nomination and remuneration committee and date of meeting and presence of Directors there at is as follows:

Date of meeting	Name of Director & presence of Director
	Gauravkumar Jani	Naman Naredi	Meenu Maheshwari
13/08/2025	Y	Y	Y
13/02/2026	Y	Y	Y
Total	2	2	2

STAKEHOLDERS RELATIONSHIP COMMITTEE

Two (2) Meetings of the Stake Holders Relationship Committee were duly held during the year under review. The constitution of committee and date of meeting and presence of Directors there at is as follows:

Date of meeting	Name of Director & presence of Director
	Gauravkumar Jani	Naman Naredi	Meenu Maheshwari
30/05/2025	Y	Y	Y
13/02/2026	Y	Y	Y
Total	2	2	2

The Annual General meeting of the company was held on 30th September, 2025. Further Meeting of the Independent Directors of the company was held on 13th February, 2026. Further One Meeting of the Shareholders of the Company was held on 30th April 2025.

25. RISK MANAGEMENT

Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to ensure that there is a robust system of risk controls and mitigation in place.

Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified for the Company by the management are Currency fluctuation, Compliances of various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation, Technological Changes. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust

Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize.

26. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124 of the Companies Act, 2013, certain amounts of dividends which are unclaimed or unpaid for seven years are required to be transferred to the Investor Education and Protection Fund ("IEPF").

Further Company is also required to transfer those shares to the Demat account of the Investor Education and Protection Fund ("IEPF") in respect of which dividend is unpaid or unclaimed for seven consecutive years by the shareholders.

So, it is informed to stakeholders that company has no such amount or shares which are required to be transferred to IEPF.

27. CORPORATE SOCIAL RESPONSIBILITY:

In terms of provisions of Section 135 of the Companies Act, 2013 and Rules made there under, provisions of Corporate Social responsibility is not applicable to the company.

28. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls commensurate with operations of the company. The Management regularly monitors the safeguarding of the assets, prevention and detection of frauds and errors and the accuracy and completeness of the accounting records.

The Internal Auditor along with Statutory Auditor reviews the effectiveness and efficiency of these procedures

During the year, such controls were tested and no reportable material weakness in the operations was observed.

The Statutory Audit Report, Internal Auditor Reporting to Audit Committee, Audit Committee and Secretarial Audit Report for the financial year 2025-26 does not contain any major qualification, reservation or adverse remark.

29. LISTING AGREEMENT WITH STOCK EXCHANGE / LISTING FEES:

Pursuant to the provisions of Listing Regulations, the Company declares that the Equity Shares of the Company are listed on the BSE Limited (BSE). The Company has entered into new Listing Agreement with BSE Ltd. in terms of provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 within the prescribed time limit.

The Company confirms that it has paid Annual Listing Fees to BSE up to the Financial Year 2025-26.

30. WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Companys Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at www.palcometals.com

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place a robust policy and Committee on prevention of sexual harassment at workplace. The Company has Internal Complaint Committee to report the Complaint in relation to Sexual harassment.

The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment.

During the year:

(a) complaints of sexual harassment received — Nil;

(b) complaints disposed of — Nil; and

(c) complaints pending for more than ninety days — Nil.

32. GENERAL DISCLOSURES:

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

The Company does not provide any loan or other financial arrangement to its employees or Directors or Key Managerial Personnel for purchase of its own shares and hence, the disclosure under Section 67(3)(c) of the Companies Act, 2013.

The disclosure in terms of Rule 4 of Companies (Share Capital and Debenture) Rules, 2014 is not provided, as the Company does not have any equity shares with differential voting rights.

In the preparation of Financial Statement, no treatment different from that of prescribed accounting standard has been followed.

No fraud is reported or detected, reported at any level by any of the Auditors, Internal Auditors, Secretarial Auditors, Independent Director, to the Board.

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.

YOUR DIRECTORS FURTHER STATE THAT NO DISCLOSURE OR REPORTING IS REQUIRED IN RESPECT OF THE FOLLOWING ITEMS AS THERE WERE NO TRANSACTIONS ON THESE ITEMS DURING THE YEAR UNDER REVIEW

i) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

ii) Pendency of any proceeding against the Company under the Insolvency and Bankruptcy Code, 2016;

iii) Instance of one-time settlement with any bank or financial institution;

33. ACKNOWLEDGEMENT:

The Directors place on record the appreciation and gratitude for the co-operation and assistance extended by various departments of the Union Government, State Government, Bankers and Financial Institutions.

The Directors also place on record their appreciation of dedicated and sincere services of the employees of the Company at all levels.

The Company will make every effort to meet the aspirations of its Shareholders and wish to sincerely thank them for their whole-hearted co-operation and support at all times.