Precision Metaliks Ltd Directors Report

Dear Members,

The Directors have pleasure in presenting the 13th Annual Report of the Company, together with the Standalone Financial Statements for the Financial Year ended March 31, 2025.

Financial Highlights

(Rs. in Lakhs)

Particulars	2024-2025	2023-2024
Revenue from Operations	12,712.90	19,578.75
Other Income	440.62	64.50
Total Income	13,153.55	19,643.25
Total Expenses	13,075.19	18,917.34
Profit / (Loss) Before Tax	78.35	725.91
Current Tax	0.08	48.27
Deferred Tax	(1.14)	(0.75)
Profit / (Loss) After Tax	79.41	678.39

State of Company Affairs

The Company recorded Revenue from Operations of Rs.12,712.90 Lakhs for the year ended March 31, 2025, as against Rs.19,578.75 Lakhs recorded during the previous year. It achieved PAT of Rs.79.41 Lakhs as against the corresponding previous year, PAT was Rs.678.38 Lakhs. The Management focused closely on Cost Control and Working Capital Management.

Dividend

The Board of Directors has Not recommended any Dividend on the Equity Shares of the Company for the Financial Year ended March 31, 2025.

Transfer to Reserves

The Board of Directors has not proposed to transfer any amount to the General Reserve.

Changes in Share Capital

During the year under review, there was No change in the Share Capital of the Company. The Authorised Share Capital of the Company is Rs.25,00,00,000/- (divided into 2,50,00,000 Equity Shares of Rs.10/- each) and the Paid-up Share Capital is Rs.22,95,90,660/- (divided into 2,29,59,066 Equity Shares of Rs.10/- each). The Company got listed on the NSE SME Board on February 1, 2022.

Transfer to Investor Education and Protection Fund

During the year under review, no unclaimed amount or unclaimed Shares were required to be transferred to the Investor Education and Protection Fund as required under Section 125 of the Companies Act, 2013.

Deposits

During the year ended March 31, 2025, the Company had not accepted any Deposits, as defined under the provision of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

Change in nature of Business

The Company is engaged in the processing / manufacturing of semi-finished alloy wheels by rendering value added services and also other engineering services. During the year, there has been no change in the nature of the business of the Company.

Annual Return

A copy of the Annual Return for the Financial Year 2024-2025 pursuant to the Sub-Section (3) of Section 92 of the Companies Act, 2013 read with Rule 11(1) of the Companies (Management and Administration) Rules, 2014 and forming part of this Report is placed on the website of the Company as per provisions of Section 134(3)(a) and is available at the following link: https ://precision-metaliks.com/

Directors Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

i) In the preparation of the Annual Accounts for the Financial Year ended March 31, 2025, the applicable Accounting Standards have been followed.

ii) The Directors have selected such Accounting Policies and applied them consistently and made judgements and estimates that were 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 the Year under review.

iii) The Directors have 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.

iv) The Directors have prepared the Annual Accounts on a Going Concern basis.

v) The Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively.

vi) The Directors had devised proper system to ensure compliance with the provisions of all the applicable laws and that such system was adequate and operating effectively.

Statutory Auditors

M/s. PPKG & Co Chartered Accountants (FRN: 009655S) were appointed as the Statutory Auditors of the Company in the Ninth Annual General Meeting held on September 2, 2021 for a consecutive term of five years, from the conclusion of the Ninth Annual General Meeting till the conclusion of the Fourteenth Annual General Meeting of the Company.

Auditors Report

The Auditors Report given by M/s PPKG & Co., Statutory Auditors of the Company on the Standalone Financial Statements of the Company for the year ended March 31, 2025 is part of the Annual Report. The Auditors Report does Not contain any qualifications, reservations or adverse remark. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption is attached herewith as "Annexure - A"

Foreign Exchange Earnings and Outgo: During the period under review, there was No Foreign Exchange Earnings or Outflow.

Secretarial Audit

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the Financial Year 2024-2025 was carried out by Mr. Kashinath Sahu, Company Secretary in Practice. The Secretarial Auditor Report for the Financial Year 2024-2025 is annexed herewith marked as "Annexure - B" to the Boards Report. The Secretarial Audit Report does Not contain any qualifications, reservations or adverse remarks; hence, no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

Management Discussion and Analysis

Pursuant to Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Management Discussion and Analysis, is herewith annexed as "Annexure - C."

Corporate Governance

The Company provides utmost importance to best Governance Practices and is designated to act in the best interest of its Stakeholders. Better Governance practice enables the company to introduce more effective internal controls suitable to the changing nature of business operations, improve performance and also provide an opportunity to increase Stakeholders understanding of the key activities and policies of the organisation.

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is Not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence, the Company is Not filing a Corporate Governance Report to the Stock Exchange and not providing the Corporate Governance Report as part of this Annual Report. However, the Company has obtained Certificate from Mr. Kashinath Sahu, Practicing Company Secretary regarding compliance with the Corporate Governance norms. The same is annexed to this Report as "Annexure - D."

Directors and Key Managerial Personnel

a. Composition of Board of the Company: The Board is constituted of the following Directors and KMP:

Sl No Name of Director	DIN	Designation
1 Mr. Devarapalli Ramesh Babu	02163058	Whole-Time Director and CEO
2 Ms. Jayanthi Roja Ramani	05334095	Non-Executive Director
3 Mr. Revoor Ramachandra	00490051	Non-Executive and Independent Director
4 Mr. BVV Prakash Rao	-	Chief Financial Officer
5 Ms. Keerthi Jain	-	Company Secretary and Compliance Officer

Certificate from Practicing Company Secretary as required under Part-C of Schedule-V of the Listing Regulations, received from Mr. Kashinath Sahu, Practicing Company Secretary, that None of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Company by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority, is annexed as "Annexure - E" to the Report.

b. Changes in Directors / Key Managerial Personnel during the year:

Sl No Name of Director / KMP	Nature of Change	Date of Change
1 Ms. Keerthi Jain - Company Secretary and Compliance Officer	Appointment	15.03.2025
2 Mr. Percy Homi Italia - Non-Executive and Independent Director	Cessation	27.09.2024
3 Mr. Rakesh Kumar - Company Secretary and Compliance Officer	Cessation	23.09.2024

Mr. Percy Homi Italia had resigned as Independent Director with effect from September 27, 2024. Ms. Jayanthi Roja Ramani had tendered her resignation with effect from December 16, 2024. However, due to Board decisions and future exigencies, she has withdrawn her resignation and continuing her Directorship in the Company.

c. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("SEBI Listing Regulations") The Board has adopted a process for evaluating its performance and effectiveness as well as that of its committees and carried out an annual evaluation of its performance, Board Committees, and the Directors individually. The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors based on the criteria and framework adopted by the Board. The Evaluation Criteria included various aspects such as the functionality of the Board, Compositions, Process and Procedures including adequate and timely information, attendance, the delegation of responsibility, decision making, roles and responsibility including monitoring, benchmarking, and feedback relationship with the Stakeholders.

Policy on Directors Appointment and Remuneration

The Nomination and Remuneration Policy of the Company available on the website of the Company at https://precision- metaliks.com/. There was No change in the Policy during the year under review. The salient features of the Policy are as under:

- Matters to be dealt with, perused and recommended to the Board by the Nomination and Remuneration Committee

i.e., Size and composition of the Board, criteria to recommend Directors to the Board, Succession Plans, Evaluation of Performance, Remuneration Framework etc.

- Policy for appointment and removal of Directors, KMP and Senior Management - Ascertain appointment criteria and qualifications, term and tenure of Directors, Process / Framework for Removal. Retirement etc.

- Policy relating to the Remuneration for Directors, KMP and Senior Management

- Policy Review etc.

Details regarding Directors Remuneration

The information relating to Remuneration paid to Directors as required under Section 197(12) of the Companies Act, 2013 is given under "Annexure - F."

Declaration by the Independent Directors

The Company has received the necessary declaration from the Independent Directors as required under Section 149(7) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, confirming that they meet the criteria of Independence as laid down in Section 149(6) of the Act and that of Listing Regulations. Independent Directors comply with the Code of Conduct prescribed under Schedule-IV of the Companies Act, 2013. In the opinion of the Board, the companys Independent Directors possess the integrity, requisite experience, and expertise relevant to the industry in which the company operates. Further, all the Companys Independent Directors have registered with the Independent Directors Databank of the Indian Institute of Corporate Affairs.

Board Meetings

During the year ended March 31, 2025, Eight (8) Board Meetings were held in accordance with the provisions of the Companies Act, 2013 and in compliance with the Secretarial Standards of the Institute of Company Secretaries of India.

Sl No Date of the Meeting	Number of Directors entitled to attend the Meeting	Number of Directors who attended the Meeting
1 May 4, 2024	4	4
2 May 28, 2024	4	4
3 August 22, 2024	4	4
4 September 17, 2024	4	4
5 September 27, 2024	4	4
6 November 13, 2024	3	3
7 February 21, 2025	3	3
8 March 15, 2025	3	3

General Meetings

During the year, the Twelfth Annual General Meeting of the Members was held on September 21, 2024 through Video Conferencing (VC).

Board Committees

To have more focused attention on business and for better governance and accountability, the Board has the following Committees as of March 31, 2025:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The Board determines the terms of reference of these Committees, and their relevance is reviewed from time to time. The respective Chairman of the Committee convenes Meetings of each of these Committees. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The Minutes and proceedings of the Meetings of all Committees are placed before the Board for review. The Minutes of the Committee Meetings are sent to all Members of the Committee individually and tabled at the Board Meetings. Following are the details of the Board Committees:

Audit Committee

The Audit Committee of the Board of Directors was constituted in conformity with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013. The terms of reference of the Audit Committee are as set out in conformity with the Listing Regulations and provisions of the Companies Act, 2013. The composition of the Audit Committee is as follows:

Name of the Director	Designation	Nature of Directorship
Mr. Revoor Ramachandra	Chairman	Non-Executive Independent Director
Mr. D Ramesh Babu	Member	Whole-Time Director
Ms. Jayanthi Roja Ramani	Member	Non-Executive Director

All the recommendations of the Audit Committee have been accepted by the Board.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Board of Directors conforms with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Section 178 of the Companies Act, 2013. The composition of the Nomination and Remuneration Committee is as follows:

Name of the Director	Designation	Nature of Directorship
Mr. Revoor Ramachandra	Chairman	Non-Executive Independent Director
Mr. D Ramesh Babu	Member	Whole-Time Director
Ms. Jayanthi Roja Ramani	Member	Non-Executive Director

All the recommendations of the said Committee have been accepted by the Board.

Stakeholder Relationship Committee

The Company has constituted a Stakeholders Relationship Committee pursuant to provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The composition of the Stakeholders Relationship Committee is as follows:

Name of the Director	Designation	Nature of Directorship
Mr. Revoor Ramachandra	Chairman	Non-Executive Independent Director
Ms. Jayanthi Roja Ramani	Member	Non-Executive Director
Mr. D Ramesh Babu	Member	Whole-Time Director

The Company Secretary acts as the Secretary to the above-mentioned Committees.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

The Company has Not given any Loans Nor provided Guarantee nor made any Investments during the Financial Year 2024-2025, which is beyond the limits as per the Section 186 of the Companies Act, 2013.

Contracts or Arrangements with Related Parties under Section 188(1) of the Companies Act, 2013

During the year, the Company had not entered into any Contract or Arrangement with Related Parties which could be considered Material according to the Policy of the Company on Materiality of Related Party Transactions. Details of all Related Party Transactions are mentioned in the Notes to Financial Statements. There are no Related Party Transactions with Promoter / Promoter Group holding 10% or more Shareholding in the Company.

Internal Control Systems and their Adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Scope and Authority of the Internal Audit Function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit Function reports to the Chairman of the Audit Committee and to the Board of Directors. The Internal Audit Department monitors and evaluates the efficacy and adequacy of Internal Control System in the Company, its compliance with the Policies and Procedures at all levels of the Company. Based on the report of Internal Audit Function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant Audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

Risk Management Committee

Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to forming of Risk Management Committee is Not applicable to the Company during the year under review.

Policy on Preservation of the Documents

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") on Preservation of the Documents of the following type:

(a) documents whose preservation shall be permanent in nature;

(b) documents with preservation period of not less than eight years after completion of the relevant transactions Vigil Mechanism

The Company has in place an established Vigil Mechanism Policy. The Audit Committee and the Board periodically reviews the Policy and its implementation. The purpose of this Policy is to provide framework to report genuine concerns by the Employees, pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013. The same has been placed on the website of the Company https://www.precision-metaliks.com

Policy on criteria for determining Materiality of Events

The Company has adopted a Policy in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations). The Policy is authorising the Key Managerial Personnels of the Company for the purpose of determining materiality of an event or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall Governance Framework for such determination of Materiality.

Policy on Directors Appointment, Remuneration and Other Details

The Companys Remuneration Policy is directed towards the rewarding of performance based on review of achievements periodically. The Remuneration Policy is in consonance with the existing Industry practice. The Companys Shareholders may refer the Companys website for the Remuneration Policy of the Company on the appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a Director; and other matters provided under Sub-Section (3) of Section 178.

Details of Subsidiary Companies, Associates and Joint Venture Companies

The Company does Not have any Subsidiary, Associate or Joint Ventures.

Industrial Relations

Employee relations during the period under review continued to be healthy, cordial and harmonious at all levels and your Company is committed to maintain good relations with the employees. It has taken various steps to improve productivity across the organization.

Business Risk Management

Business Risk Evaluation and Management is an ongoing process within the Organisation. The Company has a robust Risk Management Framework to identify, monitor and minimize risks as also identify business opportunities. At present, the Company has Not identified any element of risk which may threaten the existence of the Company.

Particulars of Employees

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company does Not have any Employee who is employed throughout the Financial Year and in receipt of Remuneration of Rs. 120 Lakhs or more, or Employees who are employed for part of the year and in receipt of Rs.8.50 Lakhs or more per month.

Corporate Social Responsibility

The Company believes in giving back to society and we have taken steps for that. Alongside our business priorities, the Company is committed to society as well and this is apparent through our CSR Activities. During the Financial Year 2024-2025, the Company has transferred an amount of Rs. 12.60 Lakhs in Current Account maintained with a Scheduled Bank, towards Unspent CSR Account, which is 2% of its Average Net Profits for the preceding three Financial Years. The CSR Policy is uploaded on the Companys website at the web link: https://precision-metaliks.com/

Maintenance of Cost Records

The Provisions relating to maintenance of Cost Records under Section 148 of Companies Act, 2013 are not applicable to the Company.

Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the Code of Conduct for Prevention of Insider Trading and the Code for Corporate Disclosures (“Code”), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any Unpublished Price Sensitive Information (UPSI) and to prevent any Insider Trading activity by dealing in Securities of the Company by its Directors, Designated Persons and Employees. The Company adopts Trading Window Closure, to prevent its Directors, Officers, Designated Persons and Employees from trading in the Securities of Precision Metaliks Limited at the time, when there is Unpublished Price Sensitive Information.

Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

In order to prevent Sexual Harassment of Women at Workplace as per the "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" has been notified. Under the said Act, every Company is required to set up Internal Complaints Committee (ICC) to look into complaints relating to sexual harassment at workplace of any women employee. As required under law, the Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the workplace. During the year under review, no complaint of harassment at the workplace was received by the Committee.

General

Your Directors state that there were no transactions in respect of the following items during the year under review requiring disclosure or reporting:

- Deposits covered under Chapter V of the Companies Act, 2013.

- Issue of Equity Shares with Differential Rights as to Dividend, Voting or otherwise.

- Significant or Material Orders passed by the Regulators or Courts or Tribunals, which would impact the Going Concern status and the Companys operations in future.

- Application made or proceeding pending under Insolvency and Bankruptcy Code, 2016.

- One Time Settlement with Banks and / or Financial Institutions

- The Company does Not have any Subsidiaries, Associates and Joint Ventures.

Acknowledgement

Your Directors take this opportunity to place on record the valuable co-operation and continuous support extended by its valued Business Associates, Auditors, Supplier, Customers, Banks, Government Authorities and the Shareholders for their continuously reposed confidence in the Company and look forward to having the same support in all its future endeavors.

Your Directors also wish to place on record their sincere appreciation for significant contribution made by the Employees at all the levels through their dedication, hard work and commitment, thereby enabling the Company to boost its performance during the year under report.

Date: September 5, 2025		For Precision Metaliks Limited
Place: Hyderabad
	Sd/-	Sd/-
	Jayanthi Roja Ramani	Devarapalli Ramesh Babu
	Director	Whole-Time Director
	(DIN: 05334095)	(DIN: 02163058)