Precot Ltd Management Discussions

The management analysis report forms part of this annual report.

General body meetings

The general body meetings of the Company during the preceding three years are:

Details	Dates and time		Special Resolutions
2021, 59 AGM	17-Sep-2021 at 4.00 pm, held through Video conference	1.	Reappointment of Mr. Vijay Raghunath (DIN: 00002963) as Independent Director
		2.	Revision of remuneration payable to Mr. Ashwin Chandran (DIN: 00001884), Chairman and Managing Director.
		3.	Revision of remuneration payable to Mr. Prashanth Chandran (DIN: 01909559), Vice Chairman and Managing Director
		4.	Revision of remuneration payable to Mr. T Kumar (DIN: 07826033), Executive Director
2022, 60 AGM	22-Aug-2022 at 3.00 pm, held through Video conference	1.	Increase in Borrowing Limits
		2.	Creation of Security on the Properties of the Company in favour of the Lenders
		3.	Appointment of Mr. Arun Selvaraj (DIN: 01829277) as Independent Director
		4.	Appointment of Dr. Vinay Balaji Naidu (DIN: 09232643) as Independent Director
		5.	Reappointment of Mr. Ashwin Chandran (DIN:00001884) as Chairman and Managing Director
		6.	Reappointment of Mr. Prashanth Chandran (DIN :01909559) as Vice Chairman and Managing Director
		7.	Reappointment of Mr. T. Kumar (DIN: 07826033) as Executive Director
2023, 61 AGM	27-Sep-2023 at 3.00 pm, held through Video conference	Nil

No EGM or court convened meeting of members was held during the year. No special resolution was passed by the Company last year through postal ballot.

Code of conduct

The Board of Directors has laid down a code of conduct for all the Board members and senior management of the

Company. The same has been posted on the website of the Company.

All Board members and senior management personnel have affirmed their compliance with the code of conduct for the year under review. A declaration to that effect signed by the chairman is attached and forms part of the annual report of the Company.

Code of conduct for insider trading

As per SEBI (Prohibition of insider trading) Regulations, 2015, the Company has adopted a code of conduct for prevention of insider trading and a code of practices and procedures for fair disclosure of unpublished price sensitive information. All the promoters, Directors, designated persons, employees at senior management level and other employees who could have access to the unpublished price sensitive information of the Company are governed by this code. During the year under review there has been due compliance with the said code.

Means of communication

The quarterly, half-yearly and yearly financial results of the Company are sent to the stock exchange immediately after the approval of the Board. These are widely published in Business Standard (National issue) and Malai Murasu (Tamil daily). These results are simultaneously posted on the website of the Company at http://www.precot.com/investors

The Company follows April - March as the financial year. The tentative dates of Board meetings for consideration of quarterly financial results for the financial year ending 31 March, 2025 are as follows. However these dates are subject to change according to the availability of Directors.

1) First quarter results -	First week of August, 2024,
2) Second quarter and Half yearly results -	First week of November, 2024,
3) Third quarter results -	First week of February, 2025,
4) Fourth and Annual results -	Last week of May, 2025.

Results and reports of the Company are also available in www.nseindia.com. There were no specific presentations made to institutional investors or to analysts during the year. Official news releases are made whenever it is considered necessary.

General shareholder information
Annual general meeting : Venue :	Tuesday, 20- August -2024 at 3.00 p.m Virtual Meeting hosted from D Block,4 Floor, Hanudev Info Park, Nava India Road, Coimbatore - 641 028
Financial year :	1 April 2023 to 31 March, 2024
Date of book closure :	14-August-2024 to 20-August-2024
Dividend payment date :	Within thirty days from the date of annual general meeting
Listing on stock exchanges :	National Stock Exchange of India Limited (NSE), Exchange
Plaza, C-1, Block G, Bandra Kurla	Complex Bandra (East), Mumbai 400 051
Stock code :	PRECOT, ISIN : INE283A01014

Market price, date and performance in comparison with S&P Nifty:

	Prices ( )		S & P Nifty
Month	Low	High	Low	High
April 2023	175.55	212.00	17,312.75	18,089.15
May 2023	171.65	191.00	18,042.40	18,662.45
June 2023	177.30	198.85	18,464.55	19,201.70
July 2023	148.45	186.65	19,234.40	19,991.85
August 2023	156.90	218.45	19,223.65	19795.60
September 2023	184.00	249.75	19,255.70	20,222.45
October 2023	196.00	238.95	18,837.85	19,849.75
November 2023	207.60	240.55	18,973.70	20,158.70
December 2023	228.40	295.00	20,183.70	21,801.45
January 2024	271.55	340.00	21,137.20	22,124.15
February 2024	297.35	388.00	21,530.20	22,297.50
March 2024	270.75	357.00	21,710.50	22,526.60

Annual listing fee for the financial year 2024-25 was paid to National Stock Exchange of India Limited.

The Company has paid custodial fees for the year 2024-25 to National Securities Depository Limited and Central Depository Services (India) Limited.

Registrar and share transfer agent (for both physical and demat segments)

Branch Office:	Head office:
M/s Link Intime India Pvt Limited,	M/s Link Intime India Pvt Limited,
Surya, 35 Mayflower avenue, Senthil Nagar,	C-101, 247 Park,
Sowripalayam Road, Coimbatore- 641028.	L B S Marg, Vikhroli (West)
Email: coimbatore@linkintime.co.in, Phone: 0422-2314792	Mumbai - 400 083.

Share transfer system:

In terms of Regulation 40(1) of SEBI Listing Regulations, as amended from time to time, transfer, transmission and transposition of securities shall be effected only in dematerialized form. Pursuant to SEBI Circular dated January 25, 2022, the listed companies shall issue the securities in dematerialized form only, for processing any service requests from shareholders viz., issue of duplicate share certificates, endorsement, transmission, transposition, etc. After processing the service request, a letter of confirmation will be issued to the shareholders and shall be valid for a period of 120 days, within which the shareholder shall make a request to the Depository

Participant for dematerializing those shares. If the shareholders fail to submit the dematerialisation request within 120 days, then the Company shall credit those shares in the Suspense Escrow Demat account held by the Company. Shareholders can claim these shares transferred to Suspense Escrow Demat account on submission of necessary documentation.The Stakeholders Relationship Committee generally meets as and when required.

Reconciliation of Share Capital Audit

A qualified practicing Company secretary carried out secretarial audit to reconcile the total admitted capital with NSDL and CDSL with the total issued and listed capital. The secretarial audit report confirms that the total issued / paid-up capital is intact with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.

A confirmation certificate under Regulation 74(5) of the SEBI (Depositories and Participants) Regulations, 2018 was received from our Registrar and Share Transfer Agent, M/s Link Intime India Private Limited confirming that the securities received from the depository participants for dematerialization were confirmed (accepted/rejected) to the depositories by our RTA and that securities comprised in the said certificates have been listed on the stock exchanges where the earlier issued securities are listed and that the security certificates received for dematerialisation have been confirmed/rejected and the security certificates received were mutilated and cancelled after due verification by the depository participant and the name of the depositories have been substituted in the register of members as the registered owner within the prescribed timelines.

Share holding pattern as on 31-Mar-2024:

Category	No. of shares held	Percentage of holding
Promoters and Promoters group
Indian	7380600	61.51
Public
Mutual funds/UTI	100	0.00
Financial Inst/ Banks	300	0.00
Bodies corporate	447528	3.73
Public and others	4171472	34.76
Total	12000000	100.00

Distribution of shareholding as on 31-Mar-2024

Shareholding range	No. of holders	Percentage of holders	No. of shares	Percentage of shares
1-500	4987	84.01	612553	5.10
501-1000	438	7.38	324319	2.70
1001-2000	241	4.06	347909	2.90
2001-3000	80	1.35	200971	1.67
3001-4000	44	0.74	154399	1.29
4001-5000	32	0.54	145821	1.22
5001-10000	55	0.93	400536	3.34
10001 & Above	59	0.99	9813492	81.78
Total	5936	100.00	12000000	100.00

Dematerialisation status of shares as on 31-Mar-2024:

Particulars	No. of Shares	% to Share capital
National Securities Depository Limited	9716484	80.97
Central Depository Services (India ) Limited	2024678	16.87
Total	11741162	97.84

There are no outstanding GDR/ADR/Warrants or any convertible instruments as on 31 March, 2024.

Plant locations:	Address for correspondence:
1 Kanjikode, Palakkad, Kerala	Precot Limited,
2 Kodigenahalli, Hindupur, Andhra Pradesh	Secretarial Department,
3 Nanjegoundanpudur,Pollachi, Tamil Nadu	Regd. Office: D Block, 4 Floor, Hanudev Info Park, Nava India Road, Udaiyampalayam, Coimbatore 641 028
4 & 5 Chandrapuram, Walayar, Kerala	Phone: 0422 - 4321100
6 Gowribidanur, Kolar, Karnataka	Email: secretary@precot.com
7 Hassan, Karnataka.	Website: www.precot.com CIN: L17111TZ1962PLC001183

Fees paid to Statutory Auditors

The details of total fees for all services paid by the Company, on a consolidated basis, to the statutory auditor is provided below.

Rs. Lakhs

Particulars	2023-24
(a) Auditor	16.00
(b) Taxation Matters	3.40
(c) Other Services Certification	0.88
(d) For reimbursement of expenses	0.67
	20.95

Significant Changes in Key Financial Ratios and change in Net Worth for the financial year 2022-23 and 2023-24

Significant Changes in Key Financial Ratios and change in Net Worth for the financial year 2022-23 and 2023-24 are disclosed in note no. 59 of notes forming part of the accounts.

Credit ratings

Below are the Credit ratings obtained by the Company for the Non- convertible Debentures issued during the financial year ended 31 March, 2024.

Credit Rating Agency	Rating	Remarks	Date
INDIA Ratings	IND BBB / Negative	Rating revised to BBB/Negative from BBB+/ Negative	23.08.2023

Disclosure of certain type of agreements binding listed entities

There are no agreements impacting management or control of the Company or imposing any restriction or create any liability upon the Company.

Disclosures

The details of total fees for all services paid by the Company, on a consolidated basis, to the statutory auditor is provided below.

1. During the year under review the Company has not made any fresh issue of shares. The paid up capital of the Company stood at Rs.1,200 lakhs as at 31 March,2024.

2. Details of transactions with related parties are provided in note no.52 to notes forming part of the accounts in accordance with the provision of Indian Accounting Standard 24 and also disclosure of transaction of the Company with any person / entity belonging to the promoter / promoter group which holds 10% more shareholding are provided. There is no material significant related party transaction that may have potential conflict with the interest of the Company at large.

3. During the last 3 years, there were no strictures, penalties or material orders passed/imposed on the Company by either stock exchanges or SEBI or any statutory authority for non-compliance on any matter relating to the capital markets or otherwise.

4. The Company has followed the accounting standards Ind AS referred to in Section 133 of the Act. The list of material accounting policies are set out in the notes to the financial statements.

5. Exposure of the Company to commodity and commodity risks faced by the Company during the year are disclosed in note no:43 of the financial statements.

6. The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism as defined under Section 177 (9) of the Act, and Regulation 22 of listing Regulations, for Directors and employees to report concerns about unethical behaviour. No person has been denied access to the chairman of the Audit Committee.

7. The Company has complied with all the mandatory requirements of corporate governance norms as enumerated under Regulation 17 to 27 and clause (b) to (i) of Regulations 46 (2) of the Listing Regulations. In addition, the Company has also adopted the following non-mandatory requirements, 1) Companys financial statements are unmodified, 2) The internal auditor of the Company directly reports to the audit committee.

8. The Company has framed polices for determining material subsidiaries and related party transaction, which are disclosed on the website at the following link http://www.precot.com/investors.

9. CEO/CFO certificate: The Managing Director and Chief Financial Officer of the Company have provided to the Board of Directors of the Company compliance certificate as required under Regulation 17(8) of Listing Regulations read with Part B of Schedule II.

10. The Company has a robust framework and governance mechanism in place to ensure that the organisation is adequately protected from the market volatility in terms of price and availability of raw materials and finished goods.

11. The Company has managed the foreign exchange risk with appropriate hedging activities in accordance with forex policy of the Company. The Company does not enter into any derivative instruments for trading or speculative purposes. The details of foreign exchange exposure as on 31 March, 2024 are disclosed in notes to the financial statements.

12. The Company has prepared a risk management framework to identify, minimize and mitigate business and process related risk at predefined intervals.

13. Business Responsibility Report as per Regulation 34 and Dividend Distribution Policy as per Regulation 43A of the Listing Regulations are not applicable to the Company.

14. The details of unclaimed suspense account are disclosed in the Boards report.

	By order of the Board
Coimbatore	Ashwin Chandran
23-May-2024	Chairman & Managing Director