Poojawestern Metaliks Ltd Directors Report

Dear Members,

The Board of Directors present the Companys 10^th Annual Report along with the Companys Audited Standalone and Consolidated financial statements for the financial year ended March 31, 2026.

FINANCIAL HIGHLIGHTS

The audited financial statements of the Company as on March 31, 2026, are prepared in accordance with the relevant applicable Indian Accounting Standards (“Ind AS”) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 (“Act”).

The summarized financial highlights are depicted below:

(Amount in lakhs)

Particulars	Standalone		Consolidated
	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from operations	5,394.07	5036.58	7,456.55	5036.58
Other income	83.19	108.35	137.75	108.35
Total Income	5,477.26	5144.93	7,594.30	5144.93
Less: Total Expenses before Depreciation, Finance Cost and Tax	5140.7	4678.90	7079.46	4678.90
Operating Profits before Depreciation, Finance Cost and Tax	336.56	466.03	514.84	466.03
Less: Finance cost	131.66	150.85	153.51	150.85
Less: Depreciation	82.96	102.38	124.58	102.38
Profit / (Loss) Before Tax	121.94	212.81	236.75	212.81
Less: Current Tax	30.69	70.42	49.85	70.42
Less: MAT Credit	-	-	-	-
Less: Deferred Tax	2.65	(13.04)	27.19	(13.04)
Profit/ (Loss) after tax (PAT)	88.61	155.43	159.71	155.43
Earnings per Equity Share	0.87	1.53	1.57	1.53

BUSINESS OVERVIEW & FINANCIAL PERFORMANCE

Standalone Financial Performance of the Company:

The total income of your Company for the year ended March 31, 2026 was Rs. 5,477.26 Lakh as against the total income of Rs. 5144.93 Lakh for the previous year ended March 31, 2025. The Total Income of your company increased by approximately 6.46% over the previous year.

Whereas, the revenue from operations of your company increased to Rs. 5,394.07 as against Rs. 5036.58 Lakhs in the previous year. The revenue from operations increased by 7.09% over the previous year.

During the year under review, the Company earned Profit Before Tax of Rs. 121.94 Lakhs as compared to Rs. 212.81 Lakhs in the previous year, while Profit After Tax stood at Rs. 88.61 Lakhs as against Rs. 155.43 Lakhs in the previous year.

The decrease in profitability was mainly due to lower exports to Gulf countries during FY 2025-26 owing to market-related challenges. Despite lower sales, the Company continued to incur its fixed expenses, resulting in reduced profitability during the year.

Consolidated Financial Performance of the Company:

The Consolidated Financial Statements presented by your Company includes the financial results of Sierra Metal Industries Private Limited (Formerly known as Sierra Automation Private Limited), Subsidiary of the company.

During FY2025?26, the Company recorded Consolidated Revenue from Operations of Rs.7,456.55 lakh, while Consolidated Profit After Tax stood at Rs.159.71 lakh.

For FY202?25, the consolidated and standalone financial figures were substantially the same, as Sierra Metal Industries Private Limited had not commenced business operations during that year. The increase in consolidated revenue during FY2025?26 therefore also reflects the contribution from the subsidiarys operations.

DIVIDEND

In order to conserve resources and strengthen the financial position of the Company for future growth opportunities, the Board of Directors has not recommended any dividend for the financial year 2025?26.

Unclaimed Dividend:

In terms of the Section 124 and 125 of the Act read with Investor Education and Protection Fund Authority (Accounting, Auditing, Transfer and Refund) Rules, 2016 (IEPF Rules), any money transferred to the Unpaid Dividend Account of a company which remains unpaid or unclaimed for a period of seven years from the date of such transfer shall be transferred by the company along with interest accrued, if any, thereon to the IEPF administered by the Central Government, along with the corresponding shares to the demat account of IEPF Authority.

As required in terms of the Secretarial Standard on Dividend (SS-3), details of unpaid dividend account and due dates of transfer to the IEPF is given below:

Financial year	Total amount lying in the Unpaid Dividend Account	Date of Declaration of Dividend	*Due Date for transfer to IEPF
2023-24	72,580	September 28, 2024	30/10/2031
2022-23	39,275	September 30, 2023	30/10/2030

*Any transfer to the IEPF shall be made within thirty days from the expiry of seven years from the date of transfer of unpaid or unclaimed Dividend to the Unpaid Dividend Account.

The shareholders may note that both the unclaimed dividend and corresponding shares transferred to the IEPF Authority including all benefits accruing on such shares, if any, can be claimed back by them from IEPF Authority after following the procedure (i.e. an application in E-form No. IEPF-5) prescribed in the IEPF Rules. Shareholders may refer Rule 7 of the said IEPF Rules for refund of shares / dividend etc.

transfer to reserve

During the year under review, the Company has not transferred any amount to specific reserves. The entire net profit for the financial year 2025?26 has been retained and carried forward under Other Equity, as reflected in the Balance Sheet.

change in the registered office

During the year under review, there was no change in the registered office of the Company.

The Registered Office of the Company is located at:

Plot No. 1, Phase II, GIDC, Dared, Jamnagar-361004, Gujarat, India.

CHANGE IN NATURE OF BUSINESS

During the year under review, your Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

SHARE CAPITAL

During the year under review, there were no changes in the Authorized, Issued, Subscribed & Paid-up Capital of your Company:

Authorized Capital

The Authorized Capital of your Company is Rs. 21,00,00,000 (Rupees Twenty-One Crore Only) divided into 2,10,00,000 (Two Crore Ten Lakhs) Equity Shares of Rs.10.00 (Rupees Ten Only) each.

Issued, Subscribed & Paid-Up Capital

The Issue, Subscribed & Paid-up Capital of your Company is Rs. 10,14,20,000 (Rupees Ten Crore Fourteen Lakh Twenty Thousand Only) divided into 1,01,42,000 (One Crore One Lakh Forty-Two Thousand) Equity Shares of Rs.10.00 (Rupees Ten Only) each.

However, During the year under review, pursuant to the in-principle approval received from BSE Limited dated March 21, 2025, the Rights Issue Committee of the Company had approved the issue of 81,13,600 partly paid-up Equity Shares of the face value of Rs.10/- each at an issue price of Rs.20/- per Equity Share (including a premium of Rs.10/- per Equity Share), aggregating up to Rs.1,622.72 Lakhs, to the existing equity shareholders of the Company on a rights basis.

Further, the Board of Directors, at its meeting held on March 03, 2026, decided not to proceed with the proposed Rights Issue of Equity Shares of the Company. Consequently, the proposed Rights Issue was withdrawn.

BOARD OF THE COMPANY

As of March 31, 2026, the Companys Board comprised eight Directors, including four Executive Directors and four Non-Executive Independent Directors, of whom one is an Independent Woman Director. Further details regarding the composition of the Board and its Committees, tenure of Directors, and other relevant information are provided in the Corporate Governance Report, which forms an integral part of this Integrated Annual Report.

Board Meeting

Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly results of the Company. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company.

During the year under review, Board of Directors of the Company met 09 (Nine) times, viz May 27, 2025, June 04, 2025; June 25, 2025; August 12, 2025; September 02, 2025; November 14, 2025; January 21, 2026, February 11, 2026; February 19, 2026.

The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the Corporate Governance Report, which forms part of this Annual Report.

Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, your Company has Four NonExecutive Independent Directors. In the opinion of the Board of Directors, all four Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are Independent of Management.

The Independent Directors met on February 19, 2026, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and NonExecutive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at : Click Here

Declaration from Independent Directors

The Company has received necessary declarations from each Independent Director under Section 149(6) and 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) and Regulation 25(8) of the Listing Regulations, that they meet the criteria of independence laid down thereunder.

The Board has assessed the veracity of the confirmations submitted by the Independent Directors, as required under Regulation 25(9) of the Listing Regulations.

During the year, there has been no change in the circumstances affecting their status as Independent Directors of the company and that they are not debarred from holding the office of director under any SEBI order or any other such authority.

Statement Regarding Opinion of The Board with Regard to Integrity, Expertise and Experience (Including the Proficiency) Of the Independent Directors Appointed During the Year

In the opinion of the Board, the Independent Directors are persons of integrity and possess the requisite experience, expertise and proficiency required under all applicable laws.

Familiarization Program for Independent Directors

The Company has established a comprehensive policy to familiarize its Independent Directors with the organization, their roles, rights, and responsibilities within the Company, the nature of the industry in which the Company operates, and the Companys bus iness model, among other relevant aspects, through various structured programs.

The details of these familiarization programs are available on the Companys website, and the link to the same is: CLICK HERE

Change in composition of Directors

During the year under review, there were following changes in the composition of the Board of the company:

• Re-Appointment:

The members of the company at their Annual General Meeting held on September 25, 2025 reappointed Mr. Meet Panchmatiya (DIN: 08627877) as an Executive Director of the company for further period of five (5) years with effect from November 11, 2025, liable to retire by rotation.

Retirement by rotation and subsequent re-appointment

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Anil Devram Panchmatiya (DIN: 02080763), Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board, on recommendation of Nomination and Remuneration Committee of the Company, recommends the re-appointment of Mr. Anil Devram Panchmatiya (DIN: 02080763) as Director for your approval.

Brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of AGM.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following persons served as the Key Managerial Personnel ("KMP") of the Company during the financial year under review:

• Mr. Sunil Devram Panchmatiya - Chairman and Managing Director

• Mr. Anil Devram Panchmatiya - Whole Time Director

• Mr. Hitesh Rasiklal Khakhkhar - Chief Financial Officer

• Mr. Tejus Rameshchandra Pithadiya - Company Secretary & Compliance Officer Further, there was no change in the Key Managerial Personnel of your Company during FY 2025-26.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out the annual evaluation of the performance of the Board as a whole, its committees, and individual Directors, including the Chairman.

The evaluation process was conducted in the following manner:

• The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

• The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

• The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

• In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and that no material departures have been made from the same;

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 or loss of the Company for that year;

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 year ended March 31, 2026 on going concern basis.

e) The Directors had laid down the 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.

COMMITTEES OF BOARD

In compliance with the requirement of applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the ‘SEBI (LODR) Regulations, 2015) and as part of the best governance practice, the Company has constituted following Committees of the Board.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Right Issue Committee

Details of all the committees such as terms of reference, composition and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Vigil Mechanism

Your Company has established a Vigil Mechanism and formulated a Whistle Blower Policy to provide a secure and confidential platform for employees to report concerns related to unethical behavior, actual or suspected fraud, or violations of the Companys Code of Conduct.

The policy fosters a culture of openness and accountability by encouraging employees to raise genuine concerns or grievances without fear of retaliation. Adequate safeguards are in place to protect whistle blowers from any form of victimization for reporting such concerns in good faith.

In exceptional cases, the policy provides for direct access to the Chairman of the Audit Committee, ensuring impartial handling of critical matters. The Audit Committee periodically reviews the functioning and effectiveness of the vigil mechanism.

During the year under review, no whistle blower was denied access to the Audit Committee.

The Whistle Blower Policy is available on the Companys website and can be accessed at: Click Here.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Act, your Company has framed a policy on Directors appointment and remuneration and other matters (“Remuneration Policy”) which is available on the website of your Company at: Click Here.

The Nomination Policy for selection of Directors and determining Directors independence sets out the guiding principles for the NRC for identifying the persons who are qualified to become the Directors. Your Companys Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

REMUNERATION OF DIRECTORS

The details of remuneration/sitting fees paid during the FY 2025-26 to Executive Directors/Directors of the Company is provided in Annual Return, i.e. Form MGT-7 which is uploaded on website of Company, i.e. at : Click Here and in Corporate Governance Report forming part of this report.

PUBLIC DEPOSITS

Your Company has not accepted any deposits during the current reporting period in terms of provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules made thereunder.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement for the year ended on March 31, 2026.

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2026 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the Click Here.

TRANSACTIONS WITH RELATED PARTIES

All the Related Party Transactions entered into during the financial year were on an Arms Length basis and in the Ordinary Course of Business and were in compliance with the applicable provisions of the Companies Act, 2013 ("Act") and the rules made thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and the Companys Policy on Related Party Transactions. The Company obtains omnibus approval from the Audit Committee for Related Party Transactions which are repetitive in nature and are entered into in the ordinary course of business.

Prior approval of the Audit Committee and the Board is obtained for all related party transactions. The details of all existing related party transactions are placed on a quarterly basis before the Audit Committee and the Board for review.

Further, no related party transaction was entered into during the year that could be considered prejudicial to the interests of minority shareholders & of the company at large.

There were no material contracts, arrangements or transactions entered during financial year 2025-26 that fall under the scope of Section 188(1) of the Companies Act, 2013. Accordingly, the prescribed Form AOC-2 is not applicable to the Company for the financial year 2025-26 and hence does not form part of this report. All the related party transactions entered by the company forms part of Notes to the Financial Statements.

The Policy on Related Party Transactions is available on your Companys website and can be accessed using the link: Click Here

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

The Board of Directors has adopted the Prevention of Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Companys shares and is available on the website of the company at : Click Here.

Maintenance of Structured Digital Database (“SDD) has been mandatory since April 1, 2019 in view of the relevant provisions under the SEBI (Prohibition of Insider Trading) Regulations, 2015 (‘PIT Regulations). The Company has installed SDD Services. Comp any regularly updates entries in this software.

INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY

The Company recognizes that while business risks cannot be completely eliminated, proactive efforts are made to identify, assess, and mitigate their potential impact on operations. To this end, robust internal control systems have been instituted across all operational areas to ensure that the Companys activities are aligned with its strategic objectives and that resources are utilized optimally. These controls are designed to provide reasonable assurance regarding the effectiveness and efficiency of operations, the reliability of financial reporting, and compliance with applicable laws and regulations.

In addition to internal control mechanisms, the Company has implemented a well-defined and structured internal audit system. The internal audit is conducted in accordance with an audit plan, which is reviewed annually in consultation with the statutory auditors and the Audit Committee. The audit process focuses on strengthening internal controls and evaluating the Companys risk management framework to ensure effective governance across functions.

The statutory audit of the financial statements for the year ended March 31, 2026, was conducted by M/s. DGMS & Co., Chartered Accountants (Firm Registration No. 0112187W). As part of their engagement, they have also provided a report on the Companys internal financial controls over financial reporting, in accordance with the requirements of Section 143 of the Companies Act, 2013, which is annexed as Annexure B to the Audit Report.

The Audit Committee of the Board plays a critical role in overseeing the Companys internal control and risk management systems. It reviews reports submitted by both the management and the internal auditors, evaluates the statutory auditors findings, and ensures appropriate corrective measures are implemented. The Committee also engages directly with the statutory auditors to assess the adequacy and effectiveness of the internal control environment. Based on its review and evaluation, as required under Section 177 of the Companies Act, 2013, the Audit Committee has concluded that the Companys internal financial controls were adequate and operating effectively as of March 31, 2026.

MATERIAL CHANGES AND COMMITMENT

During the financial year under review, the following material changes and commitments took place:

Incorporation of Subsidiary: The Company incorporated a new subsidiary, Brasscraft Engineering Private Limited, on June 21, 2025. The Company made an initial subscription of Rs.99,800, comprising 9,980 equity shares of Rs.10 each, representing 99.80% of the total paid-up share capital of the subsidiary.

Except for the foregoing, there have been no other material changes or commitments affecting the financial position of the Company and its subsidiaries between the end of the financial year and the date of this Report.

PARTICULAR OF EMPLOYEES

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the ratio of the remuneration of each director to the median remuneration of the employees is annexed to this Report as Annexure A.

Further, the information required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the said Rules, in respect of the top ten employees in terms of remuneration drawn and other particulars of employees, is not applicable to the Company during the year under review. Accordingly, no separate annexure in this regard has been included as part of this Report.

In compliance with the provisions of Section 136 of the Companies Act, 2013, the report and financial statements are being sent to the members excluding the aforementioned details. However, the said information is available for electronic inspection by members . Any shareholder who wishes to obtain a copy of the same may write to the Company Secretary of the Company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of Section 135 of the Companies Act, 2013, relating to Corporate Social Responsibility, are not applicable to the Company during the year under review.

Nevertheless, the Company remains conscious of its social responsibilities and continues to explore avenues to contribute meaningfully to the community and environment.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURES

As on March 31, 2026, your Company has following subsidiaries:

Sr. No.	Name	Address of Registered Office	Nature of Business
1.	Sierra Metal Industries Private Limited (Formerly known as Sierra Automation Private Limited) (Subsidiary)	R/S. 86/2, Nr DTPL, Nr. Bhavani Extrusion, Jamnagar- 361004, Gujarat.	The Company is engaged in the business of Manufacturing of fabricated metal products, except machinery and equipments as its principal business activity.
2.	Brasscraft Engineering Private Limited (Subsidiary)	Plot No. 1, GIDC, Phase - II, Dared, Udyognagar, Jamnagar, Kalavad, Gujarat, India, 361004	The Company is engaged in the business of manufacturing and export of brass products.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Integrated Annual Report as Annexure B.

In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company at: Click Here.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To promote a safe, inclusive, and respectful work environment, the Company has implemented the Anti-Sexual Harassment Initiative (ASHI) framework, in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. This framework is aimed at preventing and addressing instances of sexual harassment across all workplaces of the Company.

The Company follows a gender-neutral approach in handling complaints and is committed to ensuring complete confidentiality, fairness, and non-retaliation throughout the complaint redressal process. An appropriately constituted Internal Complaints Committee (ICC) is in place at all locations, in accordance with statutory requirements, to investigate and address any complaints related to sexual harassment.

During the financial year 2025-26:

a.	Number of complaints of sexual harassment received in the year	NIL
b.	Number of complaints disposed off during the financial year	NIL
c.	Number of cases pending for more than ninety days	NA

The Companys Anti-Sexual Harassment Policy, as approved by the Board of Directors, is available on the Companys website and can be accessed at: Click Here.

COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

The company is in Compliance with the Maternity Benefit Act, 1961. However, no maternity benefit was claimed during the year.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

No such instances occurred during the financial year.

risk management

The Company has established a well-defined Risk Management framework that encompasses risk identification, mapping, trend analysis, exposure assessment, and mitigation planning. This framework is designed to proactively address both business and non-business risks that may impact the Companys performance or operations. The primary objective of the risk management mechanism is to minimize the potential impact of identified risks through timely and effective mitigation strategies. The system operates on the principles of risk probability and potential impact, enabling the Company to prioritize and respond to risks based on their severity and likelihood of occurrence.

A comprehensive exercise is conducted at regular intervals to identify, evaluate, monitor, and manage various internal and external risks. This structured approach helps in enhancing decision-making, protecting stakeholder interests, and supporting the achievement of organizational objectives.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, the information relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo for the financial year under review is provided below:

(A) Conservation of energy -

i. The steps taken or impact on conservation of energy:

The Company continues to emphasize energy efficiency across its operations and ensures that processes are conducted with a focus on optimum utilization and conservation of energy resources.

ii. The steps taken by the Company for utilizing alternate sources of energy:

• Replacing Conventional Induction Furnaces with Energy-Efficient Electric Arc Furnaces (EAFs)

• Implementing Waste Heat Recovery Systems in Foundries

• Optimizing Furnace Insulation and Heating Elements

• Implementing Variable Frequency Drives (VFDs) for Motors in Cooling Systems and Pumps

• Utilizing LED Lighting and Smart Control Systems in Manufacturing Plants

• Adopting Air-to-Air Heat Exchangers for Foundries and Smelting Operations

• Optimizing Water Use with Closed-Loop Cooling Systems

iii. The capital investment on energy conservation equipment:

No specific investment has been made in reduction in energy consumption.

(B) Technology absorption -

i. The effort made towards technology absorption: Not Applicable.

ii. The benefit derived like product improvement, cost reduction, product development or import substitution: Not Applicable

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Not Applicable

a) The details of technology imported: Nil.

b) The year of import: Not Applicable.

c) Whether the technology has been fully absorbed: Not Applicable.

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable.

e) The expenditure incurred on Research and Development: Nil

f) Foreign Exchange Earnings & Expenditure:

(Amount in Rs.)

Particulars	FY 2025-26	FY 2024-25
Details of Foreign Exchange Earnings	172074051.71	249545709.41
Details of Foreign Exchange Expenditure	145686056.20	296005207.07

CORPORATE GOVERNANCE

Your Company is committed to maintain high standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Integrated Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of corporate governance, as stipulated.

As per the requirements of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Report on Corporate Governance, along with a certificate from a Practicing Company Secretary confirming compliance with the applicable conditions of Corporate Governance, forms part of this Annual Report and is annexed to the Boards Report as Annexure C.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) read with Part B of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms an integral part of this Annual Report and is annexed to the Boards Report as Annexure D.

STATUTORY AUDITOR AND THEIR REPORT

M/s. DGMS & Co., Chartered Accountants (FRN: 0112187W), Jamnagar, were appointed as the Statutory Auditors of the Company for a for a second term of four consecutive years at the 6^th Annual General Meeting held on September 29, 2022 until the conclusion of the 10th Annual General Meeting of the Company to be held in the calendar year 2026.

However, based on the recommendation of the Audit Committee, Board of Directors has recommended appointment of M/S. B. B. Gusani & Associates, Proprietary Concern (ICAI Firm Registration No. 140785W) to the members of the company at the ensuing Annual General Meeting, as the Statutory Auditors of the Company, in place of the retiring Statutory Auditors, M/s. DGMS & Co., Chartered Accountants, Jamnagar (Firm Registration No.0112187W), to hold office from the conclusion of this 10th Annual General Meeting to be held in year 2026 until the conclusion of the 15th Annual General Meeting of the Company to be held in year 2031.

Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The Notes to the financial statements referred in the Auditors Report are self-explanatory.

INTERNAL AUDITOR

In accordance with Section 138 of the Companies Act, 2013, the Company has appointed M/s. Paras A Rathod & Co., Chartered Accountants (FRN: 150972W) as its Internal Auditor for the financial year 2025-26.

REPORTING OF FRAUD

The Statutory Auditors of the Company have not reported any instances of fraud, as defined under Section 143(12) of the Companies Act, 2013, during the course of their audit. The Auditors have confirmed that no frauds have been detected that would require reporting under the said provisions.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS INTERNAL AUDITOR

No significant or material orders have been passed by any Regulators, Courts, Tribunals, or Statutory/Quasi-Judicial Bodies that could affect the going concern status of the Company or its operations in the future.

The details of ongoing litigations, including those related to tax and other matters, are provided in the Auditors Report and Financial Statements, which are an integral part of this Annual Report.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

There were no proceedings initiated against the Company under the Insolvency and Bankruptcy Code, 2016 during the period under review.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company has appointed M/s. Mittal V. Kothari & Associates, Practicing Company Secretary, to carry out the Secretarial Audit for the financial year 2025?26. The Secretarial Audit Report for the said financial year is annexed to this Report as Annexure ? E.

There have been few common annotations reported by the above Secretarial Auditors in their Report with respect to:

Sr. No.	Compliance Requirement (Regulations/ circulars/ guidelines including specific clause)	Deviations	Observations/ Remarks of the Practicing Company Secretary	Management Response
1.	BSE Circular No. 2022080124 dated August 01, 2022, regarding use of Digital Signature Certificate (DSC) for announcements submitted by listed companies.	The announcement has been submitted to the stock exchange with a physical signature rather than with Digital signature certification (DSC)	The intimation dated February 16, 2026 regarding the Right Issue Committee Meeting was submitted to the Stock Exchange using a physical signature instead of Digital Signature Certificate (DSC) for authentication/certification of the filing.	The Company has noted the observation and confirms that all applicable future filings/announcements with the Stock Exchanges requiring DSC shall be made using a valid Digital Signature Certificate (DSC).
2.	Regulation-33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the applicable requirements relating to disclosure of consolidated financial results and accompanying notes.	The notes forming part of the consolidated financial results did not specifically disclose the status of Brasscraft Engineering, a subsidiary of the Company.	It was observed that the notes forming part of the consolidated financial results did not specifically disclose the status of Brasscraft Engineering, a subsidiary of the Company. As represented by the Management, the said subsidiary had no business operations and no material financial transactions during the relevant reporting period. Accordingly, the omission appears to be disclosure-related in nature and does not have any material impact on the reported consolidated financial information. The Company may ensure appropriate and complete disclosure of the status of subsidiaries in the notes forming part of the financial results in future reporting periods.	The Management takes note of the observation. Brasscraft Engineering, the Companys subsidiary, did not have any business operations or material financial transactions during the relevant reporting period. The omission of an explanatory disclosure regarding the subsidiarys status in the notes to the consolidated financial results was inadvertent and clerical in nature. The Company shall strengthen its review procedures to ensure appropriate and complete disclosures in future reporting periods.
3.	Rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014,	Every individual whose name is included in the data bank maintained by the Institute is required to pass the online proficiency self-assessment test conducted by the Institute within a period of two years from the date of inclusion of his/her name in the data bank, failing which the name of such individual shall be removed from the data bank. Further, every individual whose name has been included in the data bank is required to apply for renewal of his/her registration for a further period of one year or five years or for his/her lifetime, within thirty days from the date of expiry of the period for which the name was included in the data bank.	During the period under review, it was observed that: • Two of the Independent Director did not have valid registration in the databank uptill 15-07-2025 and 0208-2025 respectively. • One Independent Director of the Company did not appear for the Online Proficiency Self-Assessment Test, and consequently, his registration with the Independent Directors Databank was deleted. As on the date of reporting, the registrations of all three aforesaid Independent Directors with the Independent Directors Databank have been renewed/restored and are presently valid.	The Management has taken note of the observation. The Company has taken necessary steps to ensure compliance with the applicable requirements, and the registrations of all three aforesaid Independent Directors with the Independent Directors Databank have been renewed/restored and are presently valid.
4.	Rule 5(8) and 7(2B) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016	The Company is required to furnish and upload the statement of unclaimed and unpaid amounts in Form IEPF-2 within sixty days after the holding of the Annual General Meeting (AGM) or the date on which the AGM should have been held under Section 96 of the Companies Act, 2013, whichever is earlier.	The Form IEPF-2 was filed with a delay of 3 days beyond the prescribed time limit.	The Management takes note of the observation. The delay in filing Form IEPF-2 was inadvertent and procedural in nature.

Additionally, in compliance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. CIR/CFD/CMD1/ 27/2019 dated February 9, 2019 (including any amendments or re-enactments thereof), the Annual Secretarial Compliance Report for the financial year ended March 31, 2026, issued by M/s. Mittal V. Kothari & Associates through their Proprietor, Ms. Mittal V. Kothari is annexed to this report as Annexure ? E1.

The Company has voluntarily included the Secretarial Compliance Report in the Annual Report as a measure of good governance and enhanced transparency.

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, M/s. Mittal V. Kothari & Associates, Practicing Company Secretary, Company Secretaries in Practice, (Peer Review Number: 4577/2023), as the Secretarial Auditors of the Company for a period of five consecutive financial years from 2025-26 to 2029-30.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

In line with good governance practices, the Company has established appropriate systems and controls to ensure adherence to the Secretarial Standards issued by the Institute of Company Secretaries of India. The effectiveness and adequacy of these systems have been periodically reviewed. The Company has complied with all applicable Secretarial Standards during the financial year.

website

The Companys website, www.poojametal.com, is an important tool for communication with shareholders. It offers comprehensive information including quarterly and annual financial results, shareholding structure, Board committee compositions, corporate governance documents, policies, and ongoing developments.

The website is fully compliant with applicable provisions of the Companies Act, 2013, relevant rules, and Regulation 46 of the SEBI (LODR) Regulations, 2015.

cyber security

In view of the increased cyber-attack scenarios globally, your Company periodically reviews its cyber security maturity and continues to strengthen processes, technology controls, and monitoring mechanisms in line with evolving threat landscapes.

During the year under review, the Company did not face any cyber security incident, breach, or loss of data. The Board remains committed to ensuring robust cyber security practices to safeguard the Companys digital assets and stakeholders interests.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. 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 or they are not applicable to the Company;

I. Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

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

III. There is no revision in the Board Report or Financial Statement;

IV. One time settlement of loan obtained from the Banks or Financial Institutions.

V. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof;

VI. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).

VII. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

APPRECIATIONS AND ACKNOWLEDGEMENT

Your Board of Directors expresses their sincere appreciation to all employees of the Company for their hard work, dedication, and continued commitment throughout the financial year. Their efforts have been pivotal in driving the Companys operations and achievements.

The Board also extends its gratitude to the Companys suppliers, distributors, retailers, business partners, and all other associates. Their ongoing support and collaboration have contributed meaningfully to the Companys growth and success. The Company values these relationships and remains committed to nurturing them through shared goals, mutual respect, and long-term cooperation, while upholding the interests of consumers.

The Directors further acknowledge with thanks the continued support of the shareholders, clients, vendors, banks, regulatory authorities, government departments, and stock exchanges. Their trust and encouragement have been fundamental to the Companys progress.

For and on behalf of Board of Directors	Sd/-	Sd/-
Poojawestern Metaliks Limited	Anil Devram Panchmatiya	Sunil Devram Panchmatiya
CIN: L27320GJ2016PLC094314	Whole time Director	Chairman and Managing Director
Registered office: Plot No. 1, Phase II, GIDC, Dared Jamnagar- 361004, Gujarat	DIN:02080763	DIN: 02080742
Date: August 20, 2026
Place: Jamnagar