Poojawestern Metaliks Ltd Directors Report

To

The Members,

Poojawestern Metaliks Limited

Your Board of Directors are pleased to share with you the 9th Annual Report on the business and operations of the Company along with the summary of Audited standalone and consolidated Financial Statements for the Financial Year ended March 31, 2025.

FINANCIAL HIGHLIGHTS:

The audited financial statements of the Company as on March 31, 2025, 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 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from operations	5036.57	6129.12	5036.58	6129.21
Other income	108.35	78.22	108.35	78.18
Total Income	5144.94	6207.34	5144.94	6207.39
Less: Total Expenses before Depreciation, Finance Cost and Tax	4678.90	5715.57	4678.90	5715.57
Operating Profits before Depreciation, Finance Cost and Tax	466.04	491.77	466.04	491.82
Less: Finance cost	150.85	143.25	150.85	143.25
Less: Depreciation	102.38	109.57	102.38	109.57
Profit / (Loss) Before Tax	212.81	238.95	212.81	239.00
Less: Current Tax	70.42	72.05	70.42	72.50
Less: MAT Credit	-	-	-	-
Less: Deferred Tax	(13.04)	(8.05)	(13.04)	(8.05)
Profit/ (Loss) after tax (PAT)	155.43	174.50	155.43	174.55
Earnings per Equity Share	1.53	1.72	1.53	1.72

BUSINESS OVERVIEW & FINANCIAL PERFORMANCE:

STANDALONE FINANCIAL PERFORMANCE OF THE COMPANY

The total income of your Company for the year ended March 31, 2025 was Rs. 5144.94 Lakh as against the total income of Rs. 6207.34 Lakh for the previous year ended March 31, 2024. The Total Income of your company decreased by approximately 17.11% over the previous year. The decrease in Total Income during the year under review is primarily attributable to lower sales volume and reduced demand from key sectors, coupled with increased market competition and pricing pressures. Whereas, the revenue from operations of your company decreased to Rs. 5036.57 as against Rs. 6129.12

Lakhs in the previous year. The revenue from operations decreased by 17.82% over the previous year.

During the year under review, your Company has earned Profit Before Tax of Rs. 212.81 Lakhs as compared to the Profit before tax of Rs. 238.95 Lakhs in the previous year. Further, the profit after tax of your company is of Rs. 155.43 Lakhs as compared to Profit after tax of previous year of Rs. 174.50 Lakhs. Earnings per share stood at Rs. 1.53 on face value of Rs. 10/- each.

CONSOLIDATED FINANCIAL PERFORMANCE OF YOUR 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), the Wholly Owned Subsidiary.

The Consolidated Financial Statements of your Company for the FY 2024-25 are prepared in compliance with applicable provisions of the Companies Act, 2013, Ind AS and SEBI Listing Regulations; which forms part of this Annual Report.

During the year under review, the Consolidated Revenue from Operations is Rs. 5036.58 Lakhs as compared to Rs. 6129.21 Lakhs, which is the same as per standalone as the Subsidiary company has not yet commenced it business operations. And the Consolidated Profit Before Tax for the current year is Rs. 212.81 Lakhs, resulting into Profit After Tax of Rs. 155.43 Lakhs.

DIVIDEND:

Your directors have recommended a dividend of Re. 1/- (Rupees One Only) per Equity share having face value of Rs. 10/- each (10% of face value) for the financial year ended March 31, 2025 (previous year Re. 1/-) subject to the approval of members in the ensuing Annual General Meeting. The dividend, if approved by the shareholders, would involve a cash outflow of Rs. 101.42 Lakhs.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The dividend, if declared, shall be subject to deduction of income tax at source. Your Company shall, accordingly, make the payment of the final Dividend after deduction of tax at source.

The details of unclaimed or unpaid Dividends as on March 31, 2025 has been mentioned below in this Report.

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), the dividend amount that remains unclaimed for a period of seven years or more is required to be transferred 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	Date of Declaration of Dividend	Due Date for transfer to IEPF
2023-24	September 30, 2024	30/10/2031
2022-23	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 GENERAL RESERVE:

During the year under review, your Company has not transferred any amount in Reserve and Surplus and the Board does not propose to transfer any amount to General Reserves. However, the company had apportioned Rs. 101.42 Lakhs from General Reserve towards payment of Dividend.

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:

Authorized Capital

During the year under review, there were no changes in the Authorized Capital of your Company:

• The Authorized Capital of your Company is Rs. 21,00,00,000 (Rupees Twenty-One Crore Only) divided into 21000000 (Two Crore Ten Lakhs) Equity Shares of Rs.10.00 (Rupees Ten Only) each.

Issued, Subscribed & Paid-Up Capital

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

• 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 10142000 (One Crore One Lakh Forty-Two Thousand) Equity Shares of Rs.10.00 (Rupees Ten Only) each.

Alteration of the Articles of Association of the company and Memorandum of Association:

During the year under review, there were no amendments or alterations made to the Memorandum of Association or the Articles of Association of the Company. The existing charter documents of the Company remain unchanged and continue to be in force.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board

As of March 31, 2025, your Companys Board had eight members comprising of four Executive Directors, and four

Non-Executive and Non-Independent Directors including one Woman Director. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Integrated Annual Report.

In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of your Companys business for effective functioning. The key skills, expertise and core competencies of the members of the Board are detailed in the Corporate Governance Report, which forms 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 10 (Ten) times, viz May 23, 2024, July 15, 2024; August 13, 2024; August 20, 2024; September 02, 2024; September 04, 2024; October 03, 2024; October 19, 2024; December 07, 2024; February 13, 2025.

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 Non-Executive 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 13, 2025, 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 Non-Executive 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 https://www.poojametal.com/assets/img/investors/13- policy/T-C-of-Independent-Directors.pdf.

Familiarization Program for Independent Directors

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Companys Procedures and practices. The Company has through presentations at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company and Brass Industry as a Whole and the business model. The details of such familiarization programmes imparted to Independent Directors can be accessed on the website of the Company at https://www.poojametal.com/assets/img/inves tors/13-policy/FAMILIARIZATION%20PROGRAMMES %20QF%2 0INDEPENDENT%2 0DIRECTQR%2 0 FOR%202024-25.pdf.

APPOINTMENT / CESSATION / CHANGE IN DESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, there were no changes in the Board of Directors or in the composition of the Key Managerial Personnel.

A. Retirement by rotation and subsequent reappointment

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Vivek Sunil Panchmatiya (DIN: 07427929), 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. Vivek Sunil Panchmatiya (DIN: 07427929) 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:

As on the date of this report, the following are Key Managerial Personnel (“KMPs”) of the Company as per Sections 2(51) and 203 of the Act:

• Mr. Sunil Devram Panchmatiya as Chairman and Managing Director

• Mr. Anil Devram Panchmatiya as Whole Time Director of the Company

• Mr. Hitesh Rasiklal Khakhkhar as Chief Financial Officer

• Mr. Tejus Rameshchandra Pithadiya as Company Secretary & Compliance Officer of the Company

Further, there was no change in the Key Managerial Personnel of your Company during FY 2024-25.

PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

• 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 theboard 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, 2025, 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, 2025 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 https ://www.poojametal .com /assets/img/investors/13- policy/ Whistle-Blower-Policy.pdf.

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 https://www.poojametal.com/assets/img/investors/13- policy/Nomination-Remuneration-Committee-Policy.pdf.

The Remuneration 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 2024-25 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 https://www.poojametal.com/investors-05-annual- return.html 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, 2025.

ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2025 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 https: // www.pooj ametal. com/investors-05 -annual - return.html.

TRANSACTIONS WITH RELATED PARTIES:

All transactions with related parties are placed before the Audit Committee for its prior approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

All transactions with related parties entered into during the year under review were at arms length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Companys Policy on Related Party Transactions.

In terms of requirements of SEBI Listing Regulations, only Independent Directors vote on the related party transactions.

During the financial year 2024·25, There were no material related party transactions, i.e., transactions exceeding 10% of the annual consolidated turnover of the Company as per the last audited financial statements. Also, your Company has not entered into any contracts, arrangements or transactions that fall under the scope of Section 188 (1) of the Act. Accordingly, the prescribed Form AOC-2 is not applicable to your Company for FY25 and hence does not form part of this report.

The Companys policy on Related Party Transactions provides clear guidance on identifying related parties, setting materiality thresholds, obtaining necessary approvals, and ensuring appropriate disclosures in line with statutory requirements. The policy is reviewed periodically by the Board and is available on the Companys website at:https:/ /www.poojametal.com/assets/img/investors/1 3-policy/Policy-Related-Party-Transaction- 1.pdf.

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.

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, carried out by an independent, reputed firm of Chartered Accountants. 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, 2025, 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, 2025.

MATERIAL CHANGES AND COMMITMENT:

During the financial year under review, there have been no material changes or commitments that would affect the financial position of the Company.

After, Closure of financial year, the Company had incorporated a new wholly owned subsidiary company named Brasscraft Engineering Private Limited on June 21, 2025.

Except for the above, there have been no other material changes and 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:

During the period under review, the provisions of Section 135 of the Companies Act, 2013, relating to Corporate Social Responsibility (CSR) were not applicable to the Company. Accordingly, the Board of Directors has not constituted a Corporate Social Responsibility (CSR) Committee.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES AND LLP:

As on March 31, 2025, your Company has following subsidiary:

Sr. No.	Name	Address of Registered Office	Nature of Business
1.	Sierra Metal Industries Private Limited (Formerly known as Sierra Automation Private Limited) (Wholly Owned 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.

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 https://www.poojametal.com/investors-04-financials-of-subsidiary.html.

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 2024·25:

a. Number of complaints filed during the financial year	Nil
b. Number of complaints disposed of during the financial year	Nil
c. Number of complaints pending as on end of the financial year	Nil

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

https://www.poojametal.com/assets/img/investors/13-policy/new/anti-sexual-harassment-policy.pdf

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): NotApplicable

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:

Particulars	FY 2023-24	FY 2024-25
Details of Foreign Exchange Earnings	1765.83 Lakhs	2463.76 Lakhs
Details of Foreign Exchange Expenditure	1627.77 Lakhs	2568.57 Lakhs

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 period of four consecutive years at the Annual General Meeting held on September 29, 2022. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

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.

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 2024-25.

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 2024-25. 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.	Observations/ Remarks of the Practicing Company Secretary	Management Response
1	Delay in disclosure by promoter group members under Regulation 7(2) of PIT Regulations.	The Company has taken note of the non-compliance and has sensitized the promoters/ promoter group members about timely compliance of disclosure requirements. Necessary instructions have been issued to prevent recurrence.
2	Delay in entering certain UPSI events in Structured Digital Database (SDD).	The delay was inadvertent and occurred due to system- related issues. The Company has strengthened its internal monitoring mechanism to ensure timely recording of all UPSI events.
3	Filings submitted with physical signature certification instead of DSC.	The Company has noted the observation and confirms that all future filings with the Stock Exchanges are being made strictly with valid Digital Signature Certificates (DSC).
4	Delay of 22 minutes in uploading disclosure of outcome of Board Meeting dated December 07, 2024.	The delay was inadvertent and due to technical reasons. The Company has put in place a stricter compliance monitoring process to ensure adherence to disclosure timelines.
5	Independent Directors not having valid proficiency test certification / registration.	The Company has already informed the concerned Independent Directors to complete the online proficiency self-assessment test and renew their registration within the prescribed timelines. Compliance will be ensured going forward.
6	Few ROC forms were filed with delay and additional fees.	The delays were procedural and unintentional. The Company has strengthened its internal compliance monitoring system to ensure that statutory filings are completed within prescribed timelines in the future.

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, 2025, 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. The appointment is subject to shareholders approval at the AGM. M/s. Mittal V. Kothari &

Associates, Practicing Company Secretary have confirmed that they are not disqualified to be appointed as a Secretarial Auditors and are eligible to hold office as Secretarial Auditors of your Company.

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.

CODE FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct (“ PIT Code”) to regulate, monitor and report trading in your Companys shares by your Companys designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

The PIT Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing your Companys shares and sharing Unpublished Price Sensitive Information (“UPSI”). The PIT Code covers your Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes practices and procedures for fair disclosure of UPSI. PIT Code is available on your Companys website at https://www.poojametal.com/investors-13-policy.html

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 was 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, shareholders, clients, vendors, banks, regulatory authorities, government departments, and stock exchanges 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. Their trust and encouragement have been fundamental to the Companys progress.

Registered office:		For and on behalf of Board of Directors
Plot No. 1, Phase II, GIDC,		Poojawestern Metaliks Limited
Dared Jamnagar- 361004, Gujarat		CIN: L27320GJ2016PLC094314
	SD/-	SD/-
	Anil Devram Panchmatiya	Sunil Devram Panchmatiya
Date: September 02, 2025	Whole time Director	Chairman and Managing Director
Place: Jamnagar	DIN:02080763	DIN: 02080742