Precision Camshafts Ltd Directors Report

<dhhead-BOARDS REPORT</dhhead-

To,

The Members,

Precision Camshafts Limited (Company)

The Board of Directors (Board) is pleased to present their THIRTY SECOND ANNUAL REPORT on the business and operations of the Company together with the Audited Standalone and Consolidated Financial Statements for the year ended 31st March 2024.

1. FINANCIAL RESULTS

The Companys financial performance for the Financial Year under review along with previous years figures is given hereunder:

Particulars	Standalone		Consolidated
	For the Year ended 31st March 2024	For the Year ended 31st March 2023	For the Year ended 31st March 2024	For the Year ended 31st March 2023
Total Revenue	70,026.71	65,432.41	1,05,976.30	1,10,979.40
Total Expenses	56,063.45	53,635.16	93,094.37	96,953.17
Earnings before interest, tax,	13,963.26	11,797.25	12,881.93	14,026.23
depreciation and amortisation (EBITDA)
Profit Before Tax & Exceptional Items	9,950.99	8,341.06	4,187.98	6,027.80
Exceptional items	0.00	0.00	1,829.19	0.00
Profit before tax	9,950.99	8,341.06	6,017.17	6,027.80
Total Tax Expenses	2,110.00	2,246.24	1,981.86	1,399.21
Profit/(Loss) for the year	7,840.99	6,094.82	4,035.31	4,628.59
EPS (Basic)	8.25	6.42	4.25	4.81
EPS (Diluted)	8.25	6.42	4.25	4.81

2. COMPANYS FINANCIAL PERFORMANCE AND OUTLOOK

During the Financial Year under review, on a standalone basis your Company registered a total revenue of

70,026.71 Lakhs as against 65,432.41 Lakhs in the previous year. The profit after tax for the year stood at 7,840.99 Lakhs as against 6,094.82 Lakhs in the previous year.

On a consolidated basis, the total revenue was 1,05,976.30 Lakhs as against 1,10,979.40 Lakhs in the previous year. The profit after tax for the year stood at 4,035.31 Lakhs as against profit of 4,628.59 Lakhs in the previous year.

Outlook of the business has been discussed in detail in the Management Discussion and Analysis which forms part of this Annual Report.

3. CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year under review, there has been no change in the business of the Company.

However, the Company via Postal Ballot conducted through remote e-voting results of which were declared on 19 th November 2023 altered its Memorandum of Association of the Company and added clause 2,3 and 4 after sub-clause 1.

The Company entered the business of manufacturing of EV vehicles, Kits and retrofitting of the EV kits in commercial vehicles in Indian Market.

4. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amounts to the General reserve. For complete details on movement in Reserves and Surplus during the financial year ended 31st March 2024, please refer to the ‘Statement of Changes in Equity included in the standalone and consolidated financial statements of this Annual report.

5. DIVIDEND

Your Board is pleased to recommend a final dividend of 1/- per equity share (10%) for the Financial Year ended 31st March 2024. If the dividend so recommended is declared by the members at the ensuing 32nd Annual General Meeting, the total cash outflow towards dividend would be 949.86/- Lakhs.

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (SEBI LODR) the Company has formulated a Dividend Distribution Policy. The Dividend Distribution Policy of the Company is also hosted on the website of the Company at PCL - Dividend Distribution Policy.

6. SHARE CAPITAL

During the Financial Year under review, there was no change in the capital structure of the Company. Consequently, the issued, subscribed and paid-up equity share capital of the Company is 9,498.58 Lakhs divided into 9,49,85,835 Equity Shares of 10/- each. The Company has not allotted any Equity Shares under the exercise of stock options under Precision Camshafts Limited Employee Stock Option Scheme 2015 ("PCL ESOS 2015").

7. UTILIZATION OF IPO PROCEEDS

The proceeds of the IPO have been used for setting up of machine shop for machining of camshafts and offer related expenses and general corporate purposes of 240 Crores. The Company has utilised IPO Proceeds and last Statement of Deviation is submitted to Stock Exchange on 7thJune 2019 and is also available on the website of the Compan y.

8. CREDIT RATING

The recent Credit rating on standalone basis is: -

Facilities/Instruments	Amount (Rs crore)	Rating	Rating action
Long-term bank facilities	2.05	CARE A; Stable	Reaffirmed
Long-term / short-term bank facilities	10.00	CARE A; Stable / CARE A1	Reaffirmed
Short-term bank facilities	74.95	CARE A1	Reaffirmed
Total bank facilities	87.00

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Changes in the composition of Board of Directors of the Company during the Financial year under review:

1. The members of the Company have approved re-appointment of Mr. Karan Y. Shah as Whole Time Director (Business Development) for the period

13th August 2023 to 31st March 2027 by ordinary resolution through remote e-voting in the Annual General Meeting held on 26th July 2023.

2. The members of the Company have approved appointment of Ms. Apurva P. Joshi, Mr. Suhas

J. Ahirrao and Mrs. Anagha Anasingaraju as

Independent Director for the first term from 29th March 2023 till 30th September 2024 each through Postal Ballot on 12th May 2023.

3. The members of the Company approved the appointment of Mr. Ravindra R. Joshi, Whole time Director and CFO through Postal Ballot on 19thNovember 2023.

4. Mr. Sarvesh N Joshi retired from the Board as an Independent Director after completing two consecutive terms at the 31st Annual General

Meeting of the Company on 26th July 2023.

Changes in Key Managerial Personnel of the Company during the Financial year under review:

1. Mr. Gautam V. Wakankar resigned from the post of Company Secretary & Compliance Officer w.e.f. 30th April 2023.

2. Mr. Tanmay M. Pethkar was appointed as the Company Secretary and Compliance Officer of the Company with effect from 10th August 2023.

3. The members of the Company approved the appointment of Mr. Ravindra R. Joshi, Whole Time Director and CFO through Postal Ballot on 19thNovember 2023. Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel (KMP) of your Company as on 31stMarch 2024 are as mentioned below:-

Sr. No. Name	Designation
1. Mr. Yatin S. Shah	Chairman and Managing Director
2. Mr. Ravindra R. Joshi	Whole-time Director and Chief Financial Officer
3. Mr. Karan Y. Shah	Whole-time Director
4. Mr. Tanmay M Pethkar	Business Development Company Secretary & Compliance Officer

As on 31st March 2024, Non-Executive Directors on the Board are as mentioned below: -

Sr. No. Name	Designation
1. Dr. Suhasini Y. Shah	Non- Executive Non- Independent Director
2. Mrs. Savani A. Laddha	Independent Woman Director
3. Dr. Ameet N. Dravid	Independent Director
4. Ms. Apurva P. Joshi*	Independent Director
5. Mr. Suhas J. Ahirrao*	Independent Director
6. Mrs. Anagha S.	Independent Director
Anasingaraju*

*Ms. Apurva P. Joshi, Mr. Suhas J. Ahirrao and Mrs. Anagha

S. Anasingaraju were appointed as Additional Directors on 29th March 2023 and their appointment was confirmed by the members of the Company vide postal ballot through remote e-voting, results of the same declared on Friday, 12th May 2023.

10. DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criterion of Independence as prescribed under Section 149 (6) of the Companies Act, 2013 (Act) and Regulation 16 (1) (b) of SEBI LODR.

In terms of Regulation 25(8) of the SEBI LODR, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act as well as the Code of Conduct for Directors and Senior Management Personnel.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Director and its Committee. The details of remunerations and/or other benefits of the Independent Directors are mentioned in the Corporate Governance Report.

11. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR.

The Board of Directors considered that Ms. Apurva P. Joshi, Mr. Suhas J. Ahirrao and Mrs. Anagha S. Anasingaraju possess the requisite expertise and experience (including the proficiency) and they are persons of high integrity and repute and accordingly approved their appointment/re-appointment as Independent Director(s). Other than the above, there are no other appointments / re-appointments for Independent Directors of the Company in Financial Year 2023-24.

12. BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. Notice of the Board meeting is given well in advance to all the Directors. The Agenda of the Board / Committee meetings is set by the Company Secretary in consultation with the Chairman and Managing Director and Chief Financial Officer of the Company. The Agenda for the Board and Committee meetings covers items set out as per regulations in SEBI LODR and Act to the extent it is relevant and applicable.

The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the Financial Year under review, 6 (Six) Board Meetings were convened and held on 10th April 2023, 26th May 2023, 10th August 2023, 18th October 2023, 9thNovember 2023 and 8 thFebruary 2024 respectively.

The maximum interval between any two meetings was well within the maximum allowed gap of 120 days.

13. MEETING OF INDEPENDENT DIRECTORS

In compliance with the provisions of Schedule IV of the Act and Regulation 25(3) of SEBI LODR, a meeting of Independent Directors was held on 25th March 2024 to review the performance as per Regulation 25(4) of SEBI LODR and Schedule IV of the Companies Act, 2013.

The Independent Directors expressed their satisfaction with the quality, quantity and timeliness of flow of information between the Company Management and the Board. All Independent Directors were present at the meeting.

14. COMMITTEES OF BOARD

Details of all the Committees along with their charters, compositions and meetings held during the year are provided in the report on Corporate Governance which forms part of this Annual Report and is also available on the website of the Company at PCL - Corporate Governance.

15. COMPANYS POLICY ON DIRECTORS, KMPS AND EMPLOYEES APPOINTMENT AND REMUNERATION

The Company has in placed a Policy on Directors appointment and remuneration of the Directors, Key Managerial Personnel (KMP) and other employees including criteria for determining qualifications, positive attributes, independence of a director and other matters. It is available on the website of the Company at PCL - Appointment and Remuneration of Directors, KMPs and employees.

The Company pays remuneration by way of salary, perquisites, allowances, variable pay, commission and retirement benefits to its Executive Directors. The remuneration to the Executive Director(s) is in accordance with the provisions of the Companies Act,

2013 and Rules made thereunder and is within the ceiling limits as provided thereunder and approved by the shareholders.

The Companys policy of remuneration of the senior management is structured to attract and retain the talent and is in turn dependent on following key parameters:

1. Complexities and criticality of the jobs

2. Profile of the employee in terms of his / her qualification and experience

3. General trends in the industry and market for a similar talent

4. Incorporation of an element of motivation by way of remuneration linked to specific performances wherever applicable

As a policy of the Company, the Non-executive Directors are paid commission as a percentage of profit based on the performance evaluation for that financial year under review.

16. PARTICULARS OF EMPLOYEE REMUNERATION

Disclosures with respect to the remuneration of

Directors, KMPs and employees as required under

Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure D to this Report.

There were no employee(s) in receipt of remuneration of 1.02 Crores or more per annum or in receipt of remuneration of 8.50 Lakhs per month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 except employees mentioned in Annexure D of this Report. Industrial relations continued to be cordial during the year.

17. COMMISSION OR REMUNERATION FROM SUBSIDIARY

During the Financial Year under review, Mr. Karan Y. Shah, Whole time Director of the Company has received remuneration of 30,00,000 from MEMCO Engineering

Private Limited Wholly Owned Subsidiary (WOS) of the

Company.

18. STATEMENT ON FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND DIRECTORS

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 Act and Regulation 19 read with Schedule II, Part D of the SEBI LODR.

The performance of the Board was evaluated by the

Board after seeking inputs from all the Directors on the basis of 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 based on criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and Nomination and Remuneration Committee reviewed the performance of individual Directors based on 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 a separate meeting of Independent Directors, the performance of Non- Independent Directors and the Board was evaluated. Additionally, they also evaluated the Chairman of the Board. The Board also assessed the quality, quantity and timeliness of the flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Board of Directors expressed their satisfaction with the evaluation process.

19. ANNUAL RETURN

Pursuant to Section 92(3) of Companies Act 2013, the copy of Annual Return for the Financial Year ended 31st March 2024 is placed on the Companys website at

PCL - Annual Return FY 23-24.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given any loans, guarantees or made investment under section 186 of Companies Act, 2013 during the period under review.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the Financial year ended 31st March 2024 with related parties were on an arms length basis and were in the ordinary course of business. There were no material related party transactions (RPTs) undertaken by the Company during the Financial Year that require Shareholders approval under Regulation 23(4) of SEBI LODR or Section 188 of the Act.

The approval of the Audit Committee was sought for all RPTs. Certain transactions which were repetitive in nature were approved through omnibus route. All the transactions followed the applicable provisions of the Act and SEBI LODR. Therefore, the disclosure of related party transactions as required under Section

134 (3)(h) of the Act in Form AOC-2 is not applicable to the Company and hence the same is not provided. (Please refer Note No. 33 to the Standalone Financial

Statements).

22. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS, SECRETARIAL AUDITORS

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors in the Audit Report on the Standalone and Consolidated Financial Statements for the Financial year ended 31st March 2024.

The Report of Secretarial Auditors for the Financial Year ended 31stMarch 2024 is also unmodified.

23. MATERIAL CHANGES AFTER THE CLOSURE OF FINANCIAL YEAR

There were no material changes after the closure of the financial year.

24. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of Energy, Technology absorption, Foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure B and is attached to this report.

25. SUBSIDIARIES AND ACQUISITIONS

The Company has 2 (Two) subsidiaries, 2 (Two) step down subsidiaries as on 31st March 2024. a) PCL (International) Holding B.V. ("PCL NL") – Wholly Owned Subsidiary (WOS)

PCL NL is a WOS of the Company in Netherlands. The existing customer base of the Company is predominantly located in Europe and hence to facilitate coordination between Company and customers WOS was formed. The Company through this WOS holds 100% stake in EMOSS Mobile

Systems B.V. (Netherlands) and MFT Motoren und Fahrzeugtechnik GmbH (Germany). Other objective of having PCL (International) Holding

B.V. is to monitor the performance and reporting of subsidiaries centrally.

During the Financial Year under review, on Consolidated basis PCL NL registered a total revenue of 3 0,943.27 Lakhs as against 40,229.34 Lakhs in the previous year. The net loss for the year stood at 3,756.35 Lakhs as against net loss of

1,412.86 Lakhs in the previous year. b) Memco Engineering Private Limited ("MEMCO") – WOS

MEMCO is a WOS of the Company based in Nashik, Maharashtra, India. It is engaged in the business of manufacturing fuel injection components for conventional CRDi diesel engines, brake components, high pressure diesel injector connectors for naval ships and high precision instrumentation components. MEMCO enjoys long term relationships with marquee global customers like Bosch, Delphi, Endress Hauser and Giro.

During the Financial Year under review, on MEMCO registered a total revenue of 5 ,006.33 Lakhs as against 5 ,339.19 Lakhs in the previous year. The net loss for the year stood at 22.98 Lakhs as against net loss of 24.42 Lakhs in the previous year. c) MFT Motoren und Fahrzeugtechnik Gmbh ("MFT") – Step Down Subsidiary

MFT is engaged in the business of manufacturing Balancer Shafts (i.e. fully machined, hardened and balanced vertical and horizontal Balancer shafts),

Camshafts, Bearing Caps, Engine Brackets and

Prismatic Components (i.e. brake and chassis components, machining of all casting materials). MFT enjoys long term relationships with marquee global customers like Volkswagen, Audi, Opel,

Westphalia, Hatz, Suzuki etc. d) Emoss Mobile Systems B.V. ("EMOSS") – Step Down Subsidiary

EMOSS is a one-of-a-kind business that designs, develops, produces and supplies complete electric powertrains for trucks, busses, military vehicles and heavy equipment. EMOSS business model includes conversion of diesel trucks into ready to use electric trucks. The Company also manufactures "ready to assemble modular kits" which are assembled onto the chassis. EMOSS provides an end-to-end solution to its customers which includes research and development, engineering, production, testing, certification, delivery and post-sales service. EMOSS also provides real-time power management and tracking via an integrated cockpit setup. The trucks powered by Electric Drivelines can carry a maximum payload of 50 tons with a mobility of up to 350 km which may be extended beyond 500 km with long range extenders developed by EMOSS. Acquisition has paved access to electrical mobility markets such as Europe, North America, Australia and New Zealand.

The Company has formulated a policy for determining "material" subsidiaries is available on the website of the Company at PCL - Policy for determining Material Subsidiaries.

26. STATEMENT CONTAINING THE SALIENT FEATURES

OF THE FINANCIAL STATEMENTS OF SUBSIDARIES / ASSOCIATE COMPANIES / JOINT VENTURES

Further a statement containing salient features of the financial statements of subsidiaries in the prescribed format AOC-1 is appended as Annexure-A to this Report. The statement also provides details of performance and financial position.

There has not been any material change in the nature of the business of the Subsidiaries. As required under SEBI LODR and Act, the consolidated financials of your Company and Subsidiaries are provided in this annual report.

27. STATEMENT ON RISK MANAGEMENT POLICY

The Company has in place Risk Management Committee to identify, assess, monitor and mitigate various risks to the Company. The Companys future growth is linked with general economic conditions prevailing in the market. Management has taken appropriate measures for identification of risk elements related to the Industry, in which the Company is engaged, and is always trying to reduce the impact of such risks. The

Company has also formulated Risk Management Policy and Risk Management Systems are evaluated by the

Audit Committee.

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 21 of the Listing Regulations. Risk Management Policy is hosted on website of the Company at PCL - Risk Management Policy.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

During the Financial Year under review, there were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Companys operation in future. Investigation under

Section 210 of Companies Act 2013 has been initiated by Ministry of Corporate Affairs on 17th December 2021.

The investigation is under process.

29. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to the Financial Statements. The policies and procedures adopted by the Company covers orderly and efficient conduct of business including adherence to the Companys policies, safeguarding of the assets of the Company, prevention and detection of fraud and errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information. The Audit Committee periodically reviews the internal control systems with the Management, Internal Auditors and Statutory

Auditors test the adequacy of internal audit functions.

During the Financial Year under review, these controls were tested and the observations of the Auditors were addressed by the Company after taking necessary steps to strengthen the financial controls and improve the systems. Statutory Auditors have also certified adequacy of internal financial controls systems over financial reporting based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control, as stated in the Guidance Note on Audit of Internal financial controls over financial reporting issued by the Institute of Chartered Accountants of India.

30. DEPOSITS

During the Financial Year under review, the Company has not accepted any deposits.

31. SECRETARIAL AUDIT REPORT AND ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed M/s. J B Bhave & Co., Company Secretaries, Pune as the Secretarial Auditors of the Company for the Financial Year 2023-2024. There are no qualifications/ observations/ remarks in the Secretarial Audit Report for the Financial Year ended 31st March 2024 which is annexed herewith as an Annexure H to the Annual Report.

Pursuant to SEBI Circular CIR/CFD1/27/2019 dated 8th February 2019 all listed entities shall, additionally, on annual basis, submit a report to the stock exchange(s) on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder within 60 days of end of Financial Year. Such report shall be submitted by Company Secretary in practice to the Company in the prescribed format. The Company has received this report from M/s J.B. Bhave & Co., Company Secretaries, Pune for the Financial Year ended 31st March 2024 and it has been submitted to the stock exchange(s) within the stipulated time. The said report forms part of this Annual Report as Annexure I.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Companys guiding principle for CSR is to build its relationship with stakeholders and the community at large, and to contribute to their long term social good and welfare.

As on 31st March 2024, the composition of Corporate

Social Responsibility (CSR) Committee is as follows:

Sr. No. Name	Designation
1. Mr. Yatin S. Shah	Chairman
2. Dr. Suhasini Y. Shah	Member
3. Dr. Ameet N. Dravid	Member
4. Ms. Apurva P. Joshi	Member
5. Mr. Suhas J. Ahirrao	Member

Detailed Annual Report on CSR activities for the Financial Year ended 31st March 2024 is given as Annexure C and CSR Policy is also disclosed on the website of the Company at PCL - CSR Policy.

33. PCL ESOS 2015 – INFORMATION REGARDING ALLOTMENTS DURING THE YEAR

During the Financial Year ended 31 st March 2024, in terms of PCL ESOS 2015, the Company has not allotted any Equity Shares on exercise of vested options and no fresh grant was made by the Company.

The disclosures in compliance with Section 62 of the Companies Act, 2013 read with Rule 12 of Companies

(Share Capital and Debentures) Rules, 2014, SEBI (Share Based Employee Benefits) Regulations, 2014 are as follows:

Total No. of Shares covered by ESOP Scheme approved by the	6,00,000 (Six Lakhs) Equity Shares
Shareholders
Grant	I	II	Total
Options granted	-	-	-
Options Vested	-	-	-
Options exercised	-	-	-
The total number of shares arising as a result of exercise of option	-	-	-
Options forfeited	-	-	-
Options lapsed	-	-	-
Extinguishment or modification of options	-	-	-
The exercise price	10/-	10/-	10/-
Pricing formula	As per the ESOS Scheme approved by the members of the Company.
Variation of terms of options	NA	NA	NA
Money realised by exercise of options	-	-	-
Total number of options in force		NIL
Employee wise details of options granted to:
i. Key Managerial Personnel & Senior Managerial Personnel	NA	NA	NA
ii. Any other employee who receives a grant of options in any one year of option amounting to 5% or more of options granted during that year	NA	NA	NA
iii. Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.	NA	NA	NA
Issued Capital (excluding outstanding warrants and conversions of the Company at the time of grant. (Only in case of Listed Companies)	NA	NA	NA
Diluted EPS calculated in accordance with International Accounting Standard (IAS) 33	NA	NA	NA

Disclosure under SEBI (Shared Based Employee Benefits) Regulation 2014 is available on the website of the Company at ESOP Disclosure 2023-24.

The certificate from J. B. Bhave & Co., Practicing Company Secretary, Pune, Secretarial Auditors of the Company, confirming that the scheme has been implemented in accordance with the aforesaid regulations and in accordance with the resolution passed by the Members of the Company would be placed before the Members at the ensuing Annual General Meeting.

34. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. The Company has adopted a Whistle Blower Policy (Vigil mechanism) to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud, irregularities or violation of the Companys Code of Conduct. The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

The detailed policy on Vigil mechanism is disclosed on the website of the Company at PCL - Vigil Mechanism Policy.

35. CORPORATE GOVERNANCE REPORT

Report on Corporate Governance is about maximising shareholder value legally, ethically and sustainably. Corporate Governance Report is set out in this Annual

Report as Annexure E.

A certificate from M/s J. B. Bhave & Co., Company

Secretaries regarding compliance with conditions of corporate governance as required under SEBI LODR also forms part of this Annual Report as Annexure F.

A certificate from M/s J. B. Bhave & Co. Company Secretaries regarding compliance with Schedule V of SEBI LODR also forms part of this Annual Report as

Annexure G.

36. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy for Prevention of Sexual Harassment (PoSH) at workplace. This inter alia provides a mechanism for the resolution, settlement or prosecution of acts or instances of Sexual Harassment at work and ensures that all employees are treated with respect and dignity. The Company has also complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013.

No complaint was reported to the Committee during the year ended on 31st March 2024 in connection with the

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ICC Committee details are provided in Posh Policy which is available on website of the Company at PCL - Policy on Prevention of Sexual Harassment of Women at Workplace.

37. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the Financial Year ended 31 st March 2024, there were no instances of fraud which were reported by the Statutory Auditors to the Audit Committee/ Board.

38. AUDITORS

(a) STATUTORY AUDITOR

The members at the 27th AGM of the Company appointed M/s MSKA & Associates, Chartered Accountants (Firm Reg. No. 105047W) as the

Statutory Auditors of the Company for a period of 5

(Five) years to conduct the Statutory Audit from the Financial Year 2019- 20 to Financial Year 2023-24 and to hold office from the conclusion of 27th AGM till the conclusion of AGM held for Financial Year

2023-24. The Company has decided to appoint M/s MSKA & Associates, Chartered Accountants (Firm Reg. No. 105047W) as the Statutory Auditors of the Company for a further period of 5 (Five) years, subject to the approval of members in the ensuing AGM, to conduct the Statutory Audit from Financial year 2023-24 and to hold office till the conclusion of 37thAGM held for the Financial Year 2028-29.

(b) COST AUDITORS

The Board of Directors, on the recommendation of Audit Committee, had appointed M/s. S. V. Vhatte and Associates, Cost Accountants [Firm

Registration No.: 100280] as Cost Auditors to audit the cost accounts of the Company for the Financial Year ended 31st March 2024. The Cost Audit report for the Financial Year 2024-25 will be filed with the Ministry of Corporate Affairs on or before the due date.

The Board on recommendations of the Audit

Committee have appointed M/s. S. V. Vhatte and

Associates, Cost Accountants [Firm Registration

No.: 100280] as Cost Auditors to audit the cost accounts of the Company for the Financial Year ended 31st March 2025, subject to ratification of remuneration by the members at the ensuing AGM.

The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act.

(c) INTERNAL AUDITORS

The Company appointed M/s Unicus Risk Advisors LLP as Internal Auditors of the Company for the Financial Year ended 31st March 2025. The scope and authority of the Internal Auditor is as per the terms of reference approved by the Audit Committee. The Internal Auditors monitor and evaluate the efficiency and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Significant audit observations and recommendations along with corrective actions thereon are presented to the

Audit Committee of the Company.

39. REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under SEBI LODR forms part of this Annual Report.

40. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of

Directors of your Company to the best of their knowledge and ability hereby state and confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; 2. 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 of the Company for that period;

3. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this

Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4. the Directors had prepared the annual accounts on a going concern basis; and

5. the Directors had laid down internal financial controls to be followed by the Company and such internal controls are adequate and were operating effectively; and

6. 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.

41. CODE OF CONDUCT FOR BOARD AND SENIOR MANAGEMENT

The Company has adopted the Code of Conduct for the Directors and Senior Management and the same is available on the website of the Company at PCL - Code of conduct for Board and Senior Management.

All Directors and Senior Management members have affirmed their compliance with the said Code.

A declaration pursuant to the Regulation 26 (3) read with Part D of the Schedule V of the SEBI LODR, 2015 signed by Managing Director to this effect forms part of

Corporate Governance Report of this Annual Report.

42. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

A detailed Business Responsibility and Sustainability

Report in terms of the provisions of Regulation 34 of the SEBI LODR is available as a separate section in the Annual Report.

43. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Company is in compliance of applicable secretarial standards issued by the Institute of Company Secretaries of India from time to time.

44. INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the provisions of sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") dividends which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account are required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF"). The Members whose dividend/ shares are transferred to the IEPF Authority can claim their shares/dividend from the IEPF Authority following the procedure prescribed in the Rules.

In accordance with the said IEPF Rules and its amendments, the Company had sent notices to all the Shareholders whose shares were due for transfer to the IEPF Authority and simultaneously published newspaper advertisements. The Company had frequently sent communication to these shareholders by email whose email address are available with R&T / DP and also through various other modes viz. notice of General Meeting or notice regarding deduction of tax at source (TDS) for dividend payment etc.

45. CONTRIBUTION OF INDEPENDENT DIRECTORS TO THE GROWTH OF THE COMPANY

The Board of Directors of the Company strategically comprises of Independent Directors from different domains which adds value to the Company. Every Independent Director with his expertise and integrity has earned a vast experience and reputation in the industry. Our Independent Directors are experts in

Finance, Company Laws, Forensic Audits, Corporate Restructuring, Commercial Laws and Audit. These domains are integral part of every business and therefore the collective expertise of these board members ensure that we are up to the mark with the global leaders in terms of ethics, corporate governance, best industry practices, transparency and technology.

46. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR.

During the year, the Company has not made any application nor there is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 as at the end of the Financial Year.

47. 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.

During the Financial year, the Company has not initiated One Time Settlement with the Banks or Financial

Institutions and therefore no details are required to be furnished.

48. CAUTIONARY STATEMENTS

Statements in this report, particularly those which relate to Management Discussion and Analysis, describing the

Companys objectives, estimates and expectations may constitute ‘forward looking statements within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

49. ACKNOWLEDGEMENTS

The Directors would like to place on record their deep appreciation to employees/ workers at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and co-operation your Company has been receiving from its Shareholders, Customers, Business Associates, Bankers, Suppliers and all other stakeholders for their continued support and their confidence in its management.