Punjab Communications Ltd Directors Report

Your Board have pleasure in presenting the Forty Fourth Annual Report of your Company together with the Audited Statement of Accounts for the Financial Year ended on 31 st March, 2025 along with Independent Auditors Report thereon and Secretarial Audit Report for the financial year under report.

Financial Results (Rs. In lacs)

Particulars	2024- 25	2023- 24
Gross Income	2579.77	2200.72
Expenditure	2683.40	2471.81
Exceptional item	- 65.77	- 1286.31
Total expenditure	2617.63	1185.50
Profit before tax	- 37.86	1015.22
Profit/(Loss) after tax	- 37.86	1015.22
Other comprehensive Income/(Loss)	9.85	3.68
Total Comprehensive Income/(Loss)	- 28.01	1018.90
Dividend	Nil	Nil
Paid up equity	1202.36	1202.36
Profit/(Loss)appropriated to General Reserve	Nil	Nil
Profit/ (Loss) Account (Retained Earnings)	- 6555.49	- 6527.48
Reserves (Including Capital Reserves)	1650.26	1678.26
Net Property Plant and Equipment & Investment Property	389.82	371.47
Capital employed	2971.63	2932.23
Earning/(Loss) per share (in Rs.)	- 0.31	8.44
Cash earning/(loss) per share (in Rs.)	- 0.15	8.61
Book value per share (in Rs.)	23.75	23.98

Web-link of Annual Return

The copy of Annual Return pursuant to the provisions of sub?€“section (3) of Section 92 of the Companies Act, 2013 is placed on the website of the company and web link of annual return is: s://puncom.com/agm-egm-related-information/

Meetings

During the year, Five Board meetings were duly convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period as prescribed under the provisions of Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (herein after referred to as "Listing Regulations") and Secretarial Standards (SS)-1 on Meetings of Board of Directors.

Directors Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility statement, it is hereby confirmed:

?‚? That in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2025, the applicable Indian Accounting Standards have been followed along with proper explanation relating to material departures.

?‚? That the Directors have 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 and loss of the company for the year under review.

?‚? That the Directors have 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.

?‚? That the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2025 on a going concern basis; and

?‚? That the Directors have laid down Internal Financial Controls to be followed by the Company. However such Internal Financial Controls are adequate and were operating effectively.

?‚? That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Frauds reported by Auditors u/s 143(12)

Your company has complied with all the provisions of Section 143 of the Companies Act, 2013.Hence, there are no frauds reported by the Auditors other than those which are reportable to the Central Government. Further, no fraud has been reported to the Central Government.

Declaration by Independent Director(s)

All the Independent Directors on the Board of Puncom have given their respective declaration under Section 149(7) that they meet the criteria of independence, as per the provisions of sub-section (6) of Section 149 of Companies Act, 2013 along with

Regulation 16 (b) & Regulation 25 of SEBI Listing Regulations. All the independent directors of the company has declared that they have registered themselves with databank of Independent Directors as maintained by Indian Institute of Corporate Affairs in compliance with Rule 6(1) of Companies (Appointment & Qualification of Directors) Rules, 2014. Accordingly, the Board has formed a satisfactory opinion regarding integrity, expertise and experience of the independent directors after undertaking due assessment of the veracity of the declaration made by them.

All the independent directors of your company except Mr. Manjeet Singh Dhillon ITS (Retd.) are not required to pass the online proficiency self-assessment test and falls under the exemption category. Mr. Manjeet Singh Dhillon, ITS (Retd.) has registered himself with Independent Director Online Databank in year 2025 and accordingly he is required to pass the test within two (2) years of his registration.

Companys Policy relating to Directors appointment, payment of remuneration and discharge of their duties :

Pursuant to MCA notification G.S.R. 463 (E) dated 05 th June, 2015, our company, being a government company is exempted from the given requirement. However, the company has in place a nomination & remuneration policy covering the aspects as provided under Section 178(3) of the Companies Act, 2013 and is available on the website of company at s://puncom. com/wp-content/uploads/2025/04/Nomination-and-Remuneration-Policy.pdf

Explanations or comments by the Board on qualification(s), reservation(s) or adverse remark(s) or Matter of Emphasis are as follows:

Management Reply to Statutory Auditors Remarks

M/s Ashwani & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company for the Financial Year 2024-25. Following are the Basis for Adverse opinion as pointed out by the Auditors in their Independent Auditors Report dated 3 rd June, 2025

Basis for Adverse Opinion

?‚? As per the companys stated accounting policy, as per Note 2(vii)(a) to the Financial Statements, inventory is to be valued using the FIFO Method. However, the inventory of raw materials is valued on the basis of "last purchase rate" and is carried in the Balance Sheet at Rs.1156.59 lacs (gross) as at 31.03.2025 (Note No. 8). The Management has not provided us the valuation of the inventory as per the FIFO Method. The calculation of raw material of inventory as per the last purchase cost is also not in compliance with the provisions of Ind AS 2 on Inventories. Further, the gross value of inventories of raw material as at 31.03.2025 is being carried out in the Balance Sheet at Rs.1156.59 lacs. Whereas, as per the ERP data gross value of inventories of raw material as at 31.03.2025 comes to Rs.1663.58 lacs. The resulting difference of Rs.506.99 lacs is pending to be reconciled as at 31.03.2025.

?‚? As per the Companys accounting policy disclosed at Note No. 2(vii)(b), cost of work in process includes cost of material plus direct labour. However, the inventory of work in process carried in the Balance Sheet at Rs.73.26 lacs (Note No. 8 of the Financial Statements) has been valued only at material cost. Further, the material cost is calculated on the basis of last purchase rate method.

?‚? As per the Companys accounting policy disclosed at Note No. 2(vii)(c), cost of finished sub-assemblies includes cost of material plus overheads apportioned on the same. However, the inventory of finished sub-assemblies carried in the Balance Sheet at Rs.482.75 lacs (Note No. 8 of the Financial Statements) has been valued only at material cost. Further, the material cost is calculated on the basis of last purchase rate method.

?‚? As regards net trade receivables amounting to Rs.974.76 lacs as at 31.03.2025, management is of the view that the same are good and recoverable in due course and hence, no further provision is required. Out of the above trade receivables balances to the extent of Rs.306.67 lacs are outstanding for more than three years. In the absence of appropriate audit evidences including balance confirmations, correspondence from parties and data in respect of future progressive payments, we are unable to comment on the receivability of balance outstanding trade receivables outstanding for more than three years amounting to Rs. Rs.306.67 lacs and the possible impact on the loss for the year ended on that date and on the balance of trade receivables as at 31.03.2025.

?‚? As regards net trade payables amounting to Rs.1449.10 lacs as at 31.03.2025, management is of the view that the same are undisputed and payable in due course. Out of the above trade payables balances to the extent of Rs.1253.76 lacs are outstanding for more than three years. In the absence of appropriate audit evidences including balance confirmations and correspondence from parties, we are unable to comment on the correctness of balance outstanding of trade payables as at 31.03.2025.

?‚? As required by Ind AS 109 Financial Instruments, the company should have an accounting policy to estimate Expected Credit Loss (ECL) for measuring impairment of its trade receivables and other financial assets. However, we observed that the company is not following any accounting policy to estimate ECL. In the absence of estimation of ECL as at 31.03.2025, we are unable to comment on the possible impact on the loss for the year ended on that date.

As a consequence, the above-mentioned material misstatements are deemed to be pervasive to the financial statements. The effect of the misstatements on the financial statements have not been determined because it was not practical to do so.

Accordingly, due to the significance of the matters described above, the financial statements do not present fairly, in all material respects, the financial position of the Company as at 31 st March, 2025, and its financial performance and cash flows for the year ended, in accordance with the Indian Accounting Standards specified under Section 133 of the Companies Act, 2013, read with the relevant rules issued there under.

Key Audit Matters

Except for the matters described in the Basis for Adverse Opinion section, we have determined that there is no other key audit matter to communicate in our report.

Management Remarks on "Basis of Adverse Opinion"

The Management is of the strong view that the " Adverse Opinion" given by the Statutory Auditor is erroneous, based both upon the facts as well as the principles laid down in Ind AS 109 and SA 705 and 706, laying down certain grounds for the Auditors Opinion according to which an auditor can provide an " Adverse Opinion" on the audited financial results only after obtaining the sufficient appropriate audit evidence with a conclusion which is both material and pervasive to the Financials. The relevant provisions are reproduced hereunder:

" SA 705

Adverse Opinion

?‚? The Auditor shall express an Adverse Opinion when the Auditor, having obtained sufficient appropriate audit evidence, concludes that misstatements, individually or in the aggregate, are both material and pervasive to the Financial Statements.

Disclaimer of Opinion

?‚? The Auditor shall Disclaim an Opinion when the Auditor is unable to obtain sufficient appropriate audit evidence on which to base the Opinion, and the Auditor concludes that the possible effects on the Financial Statements of undetected misstatements, if any, could be both material and pervasive.

?‚? The Auditor shall Disclaim an Opinion when, in extremely rare circumstances involving multiple uncertainties, the Auditor concludes that, not withstanding having obtained sufficient appropriate audit evidence regarding each of the individual uncertainties, it is not possible to form an Opinion on the Financial Statements due to the potential interaction of the uncertainties and their possible cumulative effect on the Financial Statements."

As clearly evident, as per SA 705 in case an Auditor fails to determine the impact of his qualifications, it cannot be a ground for Adverse Opinion. At the best it can be a case of Disclaimer of Opinion on such items. However, all the points from I to VI in Basis for Adverse Opinion of the Statutory Auditors Report ultimately express inability of the Statutory Auditor to determine the impact of such items. Unless a Statutory Auditor is able to quantify and ascertain the impact of his observations on the Financial Statements, no Adverse Opinion can be expressed. In case of an Adverse Opinion the Statutory Auditor has to bring out precisely the impact of his observations on the various components of Revenue Statement and/or Balance Sheet of the entity. Further, principles laid down in Ind As 109 with regard to ECL model lays down that in case of trade receivables simplified approach with regard to provision can be adopted and no complicated model of ECL may be required. Hence, provision in respect of trade receivables can be worked out looking at the conduct of various accounts and legal cases if any in such cases. Non receipt of confirmations from the trade receivables and the trade payables can be a subject matter of qualification but not for an Adverse Opinion. All the above remarks were presented to the Statutory Auditor for his consideration. Lastly, such qualifications given by the Auditor have been given for the first time. Thus, the management hereby expresses its reservations/ dissent on the audit report dated 3 rd June, 2025 on Audited Financial Results for the period ended 31 st March, 2025. However, the management shall pursue the matter and will look into the probable causes & corrective actions to be taken by the company internally, in this regard.

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

The particulars with respect to Loans and Guarantees under Section 186 of the Companies Act, 2013: NIL

Particulars of Related Party Transactions

Under Companies Act, 2013: Puncom has not entered into any Related Party Transaction as per the provisions of Section 188(1) of the Companies Act, 2013 during the financial year under report. The required form AOC-2 has been appended as Annexure 1 to this report.

Further, the disclosures related to Related Party Transactions are also detailed in Note-12 and Note-39 of Notes to Accounts of Financial Statements for the year ended 31 st March, 2025. There are no materially significant related party transactions which have potential conflict with the interest of the Company.

Under Regulation 34(3) of Listing Regulations, 2015: Puncom has not entered into any Related Party Transaction as per the Listing regulations and the disclosures as per Schedule V of the said regulations are as follows:

1.	Loans and advances in the nature of loans to Subsidiaries	NIL
2.	Loans and advances in the nature of loans to Associates	NIL
3.	Loans and advances in the nature of loans to firms/companies in which Directors are interested	NIL
4.	Acceptance of any amount in the form of loans and advances in the nature of loans from its Holding Company	NIL

There are no transactions of the company with any person or entity belonging to Promoter/Promoter Group, holding 10% or more shareholding in the company during the financial year under review.

State of the Companys Affairs

During the Financial Year 2024-25, Puncom succeeded to increase the sales by approx 9% as compared to the previous Financial Year. Our Company had bagged two big tenders during the Financial Year 2024-2025, one from Southern Railway, Tambram (Chennai), which is a turnkey project having value of Rs.10.59 crore and the another one is from RRVPNL, Jaipur i.e. Power Sector (PLCC & Protection coupler ) having value of Rs 13 crore . Power sector tender of RRVPNL will be completed in two years, one lot in Financial Year 2025-2026 and 2 nd Lot in Financial Year 2026-2027. We are also trying to grab maximum work from private parties by approaching/ contacting them (Railway & Power sector) related to Mux, Power Plant, Control equipments, PLCC and LMUs. Beside this Company is also participating aggressively in new technology tenders IP- MPLS, Surveillance and Railway coach guidance equipments.

Corporate Plan/ Market Scenario of our products

As most of our products have completed their life, Puncom is still striving with some relevant products. Here is market status of our products.

?‚? LMU (Line Matching Unit):- It is a low cost product used to couple the high frequency communication signal to high voltage powerline. Puncom is very competitive in this product compared to our competitors and supplying it to different State Power Transmission companies. This product being the outdoor unit has a life so power transmission companies have to replenish it after some time. New state transmission corporations are being explored where LMU can be supplied.

Puncom is also making arrangements with M/s General Electric (M/s GE) for supply of LMUs in Indian market.

?‚? PLCC (Power Line Carrier Communication):- Voice and low rate data using modem is modulated to high frequency & after power amplification it is transmitted over high voltage power line. Puncom is having analog PLCC system whose demand is on decline, but due to low cost compared to digital PLCC, some power transmission companies are still opting it. This product is normally deployed with Protection coupler (to send commands for relay operation to connect/disconnect power station/substation from power transmission line) which Puncom has to outsource from other companies. To compete, Puncom has tested its PLCC at preliminary level with Protection coupler of ZIV Spain and got it type tested also.

?‚? V-Mux (Versatile Multiplexer):- V-Mux provides full range of managed voice and data services in E1(2 megabits/sec) stream used by Railways at different locations. But as Railways is upgrading to higher number of ports and speed, this product is also losing demand. Puncom is getting orders of this product in small quantity where higher end equipment is not required.

As Railways has shifted to voice communication on VOIP and backbone communication on IP-MPLS. Puncom has empanelled companies for Integrated multiplexer and IP-MPLS routers to execute railway projects.

?‚? CCEO (Control Communication Equipment for OFC):- It is two wire omni -directional voice communication system used for communication between control room and substation and level crossing gates. Call control is through dual tone multi frequency. This product was developed a few years back for railways and we got a few orders on zone basis demand and criterion as some other zones are opting other ways of communication. (like IP/Ethernet based products).

?‚? Power Plant (48V/25A/12.5A) :-Railways is buyer of this product and still in demand but cost of product is higher compared to the competitors. Puncom has reduced its cost by 20% by making alternatives of costly components & changes in system.

As our products are in low demand, Puncom is exploring Railway zones and Power transmission subdivisions where small quantity orders can be sought.

Puncom is undertaking annual maintenance/repair contracts of their own products from various customers which contribute good revenue. It also highlights that Puncom is always ready to provide after sales support to customers.

Telecom Scenario in India and Puncom approach

For Indian telecommunications industry, 2022 was a significant year, with the services taking another generational leap with the launch of 5G services in the country. The digital infrastructure industry stood up to the challenge and commenced the task of densification of networks, so demand of devices which support 5G primarily focusing in areas like smart class rooms, precision farming, intelligent transportation and healthcare is increased. Government of India has launched the production linked incentives scheme to give incentives on basis of domestic manufacturing of telecom and networking products. Presently Puncoms main customers are Railways and Power transmission corporations (center & states). Most of products were developed before 2010,now they are not technologically competitive but there are some areas where customer demand is low cost solution, Puncom is supplying its products (like PLCC and Multiplexer)to such areas. Areas where high end product is required, Puncom is bidding by empanelling the manufacturers e.g. IP-MPLS & Integrated Mux. Puncom is also making arrangement for supply of LMU.

Reserves and Surplus

Due to losses in the current year, no amount was carried over to Reserve and Surplus. Instead, the reserve have seen utilized to the extent of Rs.28 lacs.

Dividend

Due to losses in the current year, the Directors of the Company do not recommend any dividend for the Financial Year 2024-25.

Material changes and Commitments after the close of the Financial Year

The particulars with respect to material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year i.e. 31 st March, 2025 till the date of this report i.e. 26 th August, 2025 under Section 134(3)(l) of the Companies Act, 2013 is NIL

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

?‚? Conservation of Energy

?‚? Steps taken & impact on conservation of energy:

Steps taken:

We have continued with the practice of switching off the supply to the areas where the normal lights are not required or where the production work is not taking place. There are approximately 3000 tube lights in our building-B-91, which we are slowly and steadily changing to LED tubes.

Impact:

The consumption has reduced due to the above measures taken.

?‚? Steps taken for utilizing alternate sources of energy: The system is in place for alternate sources of energy.

?‚? Capital investment on energy conservation equipments : NIL

?‚? Technology Absorption

?‚? Efforts made towards technology absorption:

Efforts are made from time to time towards technology absorption, adoption and innovation.

?‚? Benefits derived:

Company is able to achieve significant cost reduction and improvement in the products.

?‚? Technology imported (during the last three years) : NIL Details of technology imported : N/A

Year of Import : N/A

Whether the technology has been fully absorbed : N/A If not absorbed, areas where absorption has not taken place and reasons thereof : N/A

?‚? Expenditure incurred on Research and Development

(Rs. In Lacs)

Particulars	FY 2024- 25 (Current Year)	FY 2023- 24 (Previous Year)
Capital	NIL	NIL
Recurring	NIL	NIL
Total R&D expenditure as a percentage of total turnover	NIL	NIL

?‚? Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo during the Financial Year 2024-25 in terms of actual inflows and actual outflows is given as follows:

(Rs. In Lacs)

Particulars	FY 2024- 25 (Current Year)	FY 2023- 24 (Previous Year)
EARNINGS
F.O.B Value of Exports	NIL	NIL
OUTGO
i. CIF Value of Import of Raw Materials	155.63	55.53
ii. Components & Spares	NIL	NIL
iii. Capital Goods	NIL	NIL
iv. Repair & Maintenance (P&M) imports	NIL	NIL
v. Foreign travel & others	NIL	NIL

Risk Management Policy

The requirement of establishing Risk Management Committee is not applicable to our company. However, the Risk Management Policy is still in place and was amended to incorporate the provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

Corporate Social Responsibility (CSR)

As per the provisions of Section 135 of the Companies Act, 2013, every company having net worth of Rupees Five Hundred crore or more or turnover of Rupees One Thousand crore or more or a net profit of Rupees Five crore or more during any financial year is required to spend in every financial year at least 2% of the average net profits made during the three immediate preceding financial years on CSR activities. We would like to inform you that as per applicable provisions of Companies Act, 2013, there is average net loss and accordingly our company is not liable to spent any amount under CSR obligations for the year under review. However, our company has approved CSR policy of the company in its 225 th Board meeting held on 7 th August, 2024.

Composition of Committees of the Board

The Audit Committee, Nomination and Remuneration Committee & Stakeholders Relationship Committee are duly constituted as per applicable provisions of SEBI (LODR) Regulations, 2015 and Companies Act, 2013, the details of which are mentioned in the Corporate Governance report annexed herewith.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of Listing Regulations read with subsequent MCA notification G.S.R. 463 (E) dated 5 th June, 2015, the Board evaluation procedure is not applicable on us (exempted to Govt. Cos.),however there is a system in place for evaluation of performance of the Board, its committees and individual directors.

The Nomination and Remuneration Committee considered the exemption provided to the Government Companies and decided that without taking the benefit of the exemption, the members shall voluntarily evaluate the performance of the directors during the Financial Year 2024-25. Further, the members decided to evaluate the performance of the KMPs only during the Financial Year 2024-25, as the committee members due to their roles & responsibilities have very less interaction with the Senior Management/ HODs of the Company, thus their evaluation is not possible by the committee. The performance of Independent Directors was evaluated by the entire Board (except by the Director being evaluated) in their 229 th Meeting held on 3 rd June, 2025.

Change in the nature of business

During the year 2024-2025, there was no significant change in the nature of Business of the Company. The company only expanded its operations as per the amended Objects Clause of the Memorandum of Association of the Company.

Directors and Key Managerial Personnel

Pursuant to Section 2(51) and 203 of the Companies Act, 2013 read with related rules, the Key Managerial Personnel of the company as on the date of report are as follows:

?‚? Sh. Parminder Pal Singh Sandhu, IAS, Managing Director

?‚? CA Saurav Gupta, Chief Financial Officer*

?‚? CS Pratima Yadav, Company Secretary

* CA Saurav Gupta was appointed as Chief Financial Officer of the Company on 12.06.2025 pursuant to Government Order in place of CA Ramesh Goel.

Following changes, in the constitution of Board of Directors, took place during the period under review upto 26 th August, 2025 on account of change in nomination by Punjab Information & Communication Technology Corporation Limited (Punjab Infotech) and otherwise from time to time.

Sr. No.	Name	Designation	Period of Directorship
1.	Dr. V. P. Chandan, IRSSE (Retd.)	Independent Director	12.01.2015 to 11.01.2025
2.	Sh. Tejveer Singh, IAS*	Chairman	04.09.2023 to 06.05.2025
3.	Sh. Mohinder Pal, IAS*	Sr. Vice Chairman	11.07.2022 to 06.05.2025
4.	Sh. Rahul Chaba, IAS	Director	06.05.2025 to 26.08.2025
5.	Sh. Manjeet Singh Dhillon, ITS (Retd.)	Independent Director	11.01.2025 & continuing
6.	Sh. Kamal Kishor Yadav, IAS	Chairman	06.05.2025 & continuing
7.	Sh. Sandeep Hans, IAS**	Director	26.08.2025 & continuing

* Sh. Kamal Kishor Yadav, IAS was appointed as Director on the Board in the capacity of Chairman of the company w.e.f. 6 th May, 2025 in place of Sh. Tejveer Singh, IAS and Sh. Rahul Chaba, IAS was appointed as Director on the Board of the company

w.e.f. 6 th May, 2025 in place of Sh. Mohinder Pal, IAS.

** Sh. Sandeep Hans, IAS was appointed as Director on the Board in the capacity of Sr. Vice-Chairman of the company w.e.f. 26 th August, 2025 in place of Sh. Rahul Chaba, IAS

In terms of Section 152 of the Companies Act, 2013, Sh. Parminder Pal Singh Sandhu, IAS shall retire by rotation at the

ensuing Annual General Meeting and being eligible, offers himself for re- appointment.

Details of Puncoms Subsidiaries

Puncom has one immaterial subsidiary, namely M/s Punjab Digital Industrial Systems Limited which has been ordered by the Honble Punjab and Haryana High Court to be wound up on 20 th February, 2009. All the formalities in this regard for the company has been completed. However, it is pertinent to point out that with the existence of National Company Law Tribunal (NCLT) / National Company Law Appellate Tribunal (NCLAT), the winding up case has been transferred from Honble Punjab & Haryana High Court to NCLT / NCLAT. The National Company Law Tribunal (NCLT) is yet to issue the dissolution order in respect of subsidiary company namely M/s Punjab Digital Industrial Systems Limited.

Deposits

The particulars with respect to Deposits under Section 73 of the Companies Act, 2013 are: NIL.

Details of Significant and Material orders passed

During the financial year under report, no significant order(s) was/were passed by Courts, Tribunals affecting the going concern status and operations of the company in future.

Internal Financial Controls

The Company has adequate internal financial controls with reference to financial statements. However, the Statutory Auditors in its Independent Audit Report dated 3 rd June, 2025 has given its report on Internal Financial Controls as Annexure B and is summarized as follows :-

?‚? The company did not have an appropriate internal control system for correct valuation of inventory. Further, the internal control system for identification & allocation of overheads to inventory is also not followed. These could potentially result in material misstatements in the companys inventory, andConsumption. (Refertopara"Basisforadverseopinion"intheindependentAuditorsreport)

?‚? The company did not have an appropriate internal control system for customer balance confirmation, customer balance reconciliation and ageing analysis of outstanding trade receivables, which could potentially result in material misstatements in the companys trade receivables.(Refer to para "Basis for adverse opinion" in the independent Auditors report)

?‚? The company did not have an appropriate internal control system for supplier balance confirmation, supplier balance reconciliation and ageing analysis of outstanding trade payables, which could potentially result in material misstatements in the companys trade payables.(Refer to para "Basis for adverse opinion" in the independent Auditors report).

As per opinion of Statutory Auditor, the Company has not maintained adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were not operating effectively as of 31 st March, 2025, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Non-maintenance of Cost Records

The disclosure with respect to maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not required by the Company and accordingly no such accounts and records are made and maintained.

Disclosure under IBC

There is no application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review. Accordingly, the status as at end of current Financial Year may be treated as NIL.

Disclosure on difference in valuation during OTS

No fresh loans were taken from Banks and Financial Institutions during the reporting period. Accordingly there is NIL difference between valuation done at time of one time settlement and valuation done while taking loan from Banks or Financial Institutions.

Vigil Mechanism/Whistle Blower Policy

The company has its "Vigil Mechanism/Whistle Blower Policy" in place. In accordance with the requirements of Regulation 4(2)(d)(iv) and Regulation 22 of Listing Regulations read with under Section 177 of the Companies Act, 2013, Smt. Indu Walia, heading the Production, ISD, QA and TBD Division, has been appointed as Vigilance and Ethics Officer. The web link for the policy is s://puncom.com/wp-content/uploads/2025/04/Whistle-Blower-Policy.pdf

Disclosure relating to Remuneration of Directors and KMP:

?‚? Disclosure under Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

?‚? Ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year under report:

S. No.	Name of the Director	Median Remuneration of employees (Rs. in lacs)	Ratio
1.	Sh. Parminder Pal Singh Sandhu , (IAS)*	9.86	NIL

*No remuneration was paid to Sh. Parminder Pal Singh Sandhu, (IAS) during the Financial Year 2024- 25.

?‚? Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: There are three KMP covered under this and details are;-

?‚? CA Ramesh Goel, CFO (Joined the Company on 09.08.2022). Increase in remuneration has been given @ 10

% wef 09.08.2024 as per contractual terms agreed by the Company with him at the time of his appointment.

?‚? CS Pratima Yadav having an increase of 5.80 % in remuneration during the year Vis a Vis previous year. Remunerations exclude LTA, Leave Encashment and Gratuity.

?‚? Percentage decrease in the median remuneration of employees in the Financial Year 2024-25 is 2.09%

?‚? Number of Regular Employees on rolls of the Company as on 31/03/2025 was 113 (including 7 employees on deputation to other Company/ Corporations).

?‚? Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the Managerial Remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average increase in Remuneration is equivalent to the rate of inflation declared by state for the purpose of

D.A. The Company, being Public Sector Undertaking (PSU) of Punjab Government, follows applicable pay- scales as per the Service Rules as amended from time to time through wage revision agreement executed with Employees Union from time to time and duly approved by the Board of Directors of the Company, uniformly for all its employees as per the respective designation and tenure of employee with the company.

?‚? Affirmation that the remuneration is as per the remuneration Policy/Service Rules etc. of the company:

Yes, the remuneration is as per Remuneration Policy/Service Rules/requisite approvals of the company .

?‚? Disclosure under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The list of the top ten employees in terms of Remuneration drawn during the FY 2024-25 is as follows:

Sr. No.	Name	Design ation	Remun eration Received in FY 2024- 25 (Rupees)*	Nature of employment (whether contractual or otherwise)	Qualif ications and Exper ience	Date of Commence- ment of Employment	Compl- eted Age in years	Last emplo yment held	Percent age of equity shares held	Whether relative of any director or manager if so, name of such director/ manage)
1	Mr. Rameh Goel**	CFO	27,89,032	Contractual	B.Com, FCA 31 years	09.08.2022	58	DCM Limited	Nil	No
2	Ms. Indu Walia	AGM	15,65,886	Regular	MSc (Physics), PGDBA (Opera tion), MCA 33years	30.09.1991	56	Nil	Nil	No
3	Mr. Sudhir Dhand	Sr. Manager	14,72,466	Regular	B. Tech (ECE) 33 years	03.09.1991	56	Nil	Nil	No
4	Mr. Sandeep Belsare	Sr. Manager	14,06,682	Regular	BE (ECE) 29years	18.10.1995	55	Nil	Nil	No
5	Ms Sneh Aggarwal	Sr. Manager	13,67,269	Regular	Diploma (ECE) & AMIE 35 years	24.07.1989	56	Nil	Nil	No
6	Mr. Kailash Chander	Manager	13,28,784	Regular	BA 29 years	07.08.1997	54	Saraya Sugar Mills	Nil	No
7	Mr. Ajay Gupta	Manager	13,27,370	Regular	DIP(ECE), & AMIE (ECE) 35 years	17.07.1989	56	Nil	Nil	No

8	Mr. Raman Khanna	Manager	12,72,231	Regular	Diploma (ECE) & AMIE (ECE) 36 years	18.08.1989	55	Nil	Nil	No
9	Mr. Rajesh Kumar Soni	Manager	12,70,232	Regular	Diploma (ECE) & AMIE 34 years	13.08.1991	55	Nil	Nil	No
10	Mr. Jogesh Laroia	Manager	12,54,108	Regular	Diploma (ECE) & BE (ECE) 34 years	01.04.1991	54	Nil	Nil	No

*Does not Include Leave Encashment & Gratuity on Retirement / Relieving.

** CA Ramesh Goel, Chief Financial Officer was relieved on 12.06.2025 pursuant to Government Order and in his place CA Saurav Gupta has been appointed as Chief Financial Officer of the Company w.e.f. 12.06.2025.

There are no such employees who have been paid annual remuneration of Rs. 102.00 lacs or above and a monthly remuneration of Rs. 8.50 lacs and above in case of employee worked for a part of the year.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review as stipulated under the Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Regulation 34(2)(e) of Listing Regulations is appended as Annexure 2 and is an integral part of this report.

Corporate Governance Report

The Corporate Governance Report for the year under review as stipulated under the Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is appended as Annexure 3 and is an integral part of this report.

Secretarial Audit Report

The Board pursuant to the provision of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s S.V. Associates, Practicing Company Secretary, having Membership No.A38204 to conduct Secretarial Audit for the FY 2024-25.

M/s S.V. Associates, Practicing Company Secretary have carried out the Secretarial Audit for the financial year ended 31 st March, 2025 and the Secretarial Audit Report in Form No. MR-3 is annexed herewith this report as Annexure 4 and forms part of the report.

Compliance with applicable Secretarial Standards

The Company has duly complied with all applicable secretarial standards as referred under Section 118 of Companies Act, 2013 and as issued by ICSI during the year under review.

Sexual Harassment of Women at Workplace: Internal Committee

In compliance with the provisions of Section 21 read with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (Act) and Rules made there under, the Company has constituted Internal Complaints Committees (ICC).

During the year, No complaint with allegations of sexual harassment has filed with the Company and the details are as follows:-

?‚? No. of Complaints filed during the Financial Year 2024-25 NIL

?‚? No. of Complaints disposed off during the Financial Year 2024-25 NIL

?‚? No. of Complaints pending as on end of the Financial Year 2024-25 NIL

?‚? No. of Complaints pending for a period exceeding ninety days NIL

Apart from it, three (03) workshop or awareness programme against sexual harassment were carried out during the financial year under report.

Maternity Benefit Act, 1961

The Company has complied with all applicable provisions of Maternity Benefit Act, 1961 during the year under review.

Cautionary Statement

Certain statements in the Boards Report describing the Companys objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable laws, rules and regulations. Actual results might differ from those expressed or implied. The statements and figures made in this report is based on the inputs as received from respective divisions of the company.

Important factors that could make a difference to the Companys operations include labour and material availability, prices, cyclical demand and pricing in the companys principal markets, changes in government regulations, tax regimes, economic

development within India and other incidental factors. Further, the Disinvestment/Sale of Assets process of the Company is also a major factor that could make a difference to the viability of the Company or Companys operations.

The Company is not under any obligation to publicly amend, modify or revise any such forward looking statements on the basis of any subsequent developments, information or events.

Acknowledgement

The Board places on record its gratitude to various State Transmission Corporations, Department of Railways, PGCIL and other esteemed customers in India and abroad. The Board also places on record its gratitude to various banks associated with the company especially SBI/ Indian Bank (Allahabad Bank) for their interest, continuous help and co-operation for smooth functioning of the Company. The Board also places on record its gratitude to the Punjab Information and Communication Technology Corporation Limited (PICTCL/Punjab Infotech), the Holding Company, for its guidance and support.

The Board also places on record its appreciation for continuous support and amicable relations with various government authorities viz. Income Tax Department, Goods and Services Tax Department, Excise and Customs Department, PF & Labour Department and Ministry of Corporate Affairs (Registrar of Companies, Chandigarh), Securities Exchange Board of India, BSE etc.

We are thankful for continuous support of our esteemed customers all through & also continuous support of shareholders, bankers and stakeholders, including the business associates as they reposed undoubting faith in the Company.

The Board in particular acknowledges the co-operation of esteemed shareholders for their constant support and for the confidence reposed in the Management of the Company.

For and on behalf of the Board of Directors

Place : S.A.S. Nagar Sh. Kamal Kishor Yadav, IAS

Date : 26 th August, 2025 Chairman

List of Annexures to the Boards Report

?‚? AOC 2

?‚? Management Discussion and Analysis Report

?‚? Corporate Governance Report

?‚? Secretarial Audit Report

?‚? Certificate on Corporate Governance