Punjab Communications Ltd Directors Report

Your Board have pleasure in presenting the Forty Fifth Annual Report of your Company together with the Audited Statement of Accounts for the Financial Year ended on March 31, 2026 along with Independent Auditors Report thereon and Secretarial Audit Report for the Financial Year under report.

Financial Results

(Rs. In lacs)

Particulars	2025-26	2024-25
Gross Income	3729.39	2579.77
Expenditure	3431.79	2683.40
Exceptional item		-65.77
Total expenditure	3431.79	2617.63
Profit before tax	297.60	-37.86
Profit/(Loss) after tax	297.60	-37.86
Other comprehensive Income/(Loss)	-107.37	9.85
Total Comprehensive Income/(Loss)	190.22	-28.01
Dividend	Nil	Nil
Paid up equity	1202.36	1202.36
Profit/(Loss)appropriated to General Reserve	Nil	Nil
Profit/ (Loss) Account (Retained Earnings)	-6365.27	-6555.49
Reserves (Including Capital Reserves)	1840.48	1650.26
Net Property Plant and Equipment & Investment Property	417.38	389.82
Capital employed	3137.60	2971.63
Earning/(Loss) per share (in Rs.)	2.48	-0.31
Cash earning/(loss) per share (in Rs.)	2.65	-0.15
Book value per share (in Rs.)	25.33	23.75

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: https://puncom.com/agm-egm-related-information/

Meetings

During the year, Ten 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:

a) That in the preparation of the Annual Accounts for the Financial Year ended March 31, 2026 the applicable Indian Accounting Standards have been followed along with proper explanation relating to material departures.

b) 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.

c) 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.

d) That the Directors have prepared the Annual Accounts for the Financial Year ended March 31, 2026 on a going concern basis; and

e) That the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are inadequate and were operating effectively.

f) 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 has registered themselves with the Independent Directors Databank. However, all Independent Directors except Sh. Manjeet Singh Dhillon ITS (Retd) are yet to pass the Online Proficiency Self Assessment Test conducted by the Indian Institute of Corporate Affairs (IICA), which is required to be passed within two (2) years of their 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 June 05, 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 https://puncom. com/wp-content/uploads/2025/04/Nomination-and-Remuneration-Policv.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 Charanjit Singh & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company for the Financial Year 2025-26. Following are the Basis for Qualified Opinion, Emphasis of Matter and Key Audit Matters as pointed out by the Auditors in their Independent Auditors Report dated July 21, 2026

Basis for Qualified Opinion

a) As per the Companys stated accounting policy, inventory is to be valued using the FIFO Method. However, the inventory of raw materials is valued on the basis of last purchase rate. The Company has not provided us the valuation of the inventory as per the FIFO Method. The calculation of inventory of raw material as per the last purchase cost is also not in compliance with the provisions of Ind AS 2 on Inventories.

b) As per the Companys accounting policy, cost of work in process includes cost of material plus direct labour which cannot be correct as the Cost of Work in Process should be valued only at material cost. However, the inventory of work in process carried in the Balance Sheet has been valued only at material cost. Further, the material cost is calculated on the basis of last purchase rate method.

c) As per the Companys accounting policy, 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 have been valued only at material cost. Further, the material cost is calculated on the basis of last purchase rate method.

d) As per IND AS- 2, INVENTORIES; Materials and other supplies held for use in the production of inventories are not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost. However, when a decline in the price of materials indicates that the cost of the finished products exceeds net realisable value, the materials are written down to net realisable value. In such circumstances, the replacement cost of the materials may be the best available measure of their net realisable value. Therefore, the Non-Moving Inventory of Raw Materials should be valued at the Replacement Cost.

However, the Non-Moving Inventory of Raw Materials is valued at Cost. Further, the material cost is calculated on the basis of last purchase rate method.

e) 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 31.03.2026, we are unable to comment on the possible impact on the loss for the year ended on that date.

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 (the Act). Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Results section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the Independence requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our qualified opinion on the financial statements.

Emphasis of Matter

a) We draw attention to the Note 13 of the Financial Statements regarding Other Current Financial Assets - Others: In Escrow account (Money held on behalf of VMC & its Associated Companies). Relevant records stating the reason for the balance are still underway.

b) We draw attention to the Note 9 and Note 21 of the Financial Statements regarding Trade Receivables and Trade Payables respectively. As regards net trade receivables / trade payables as at 31.03.2026, most of the trade receivables / trade payables are outstanding for more than three years. The Company has hired an external agency for the same and the report is yet to be received.

Our Opinion is not modified in respect of these matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

For each matter below, description of how our audit addressed the matter is provided in that context. We have determined the matters described below to be the key audit matters to be communicated in our report.

S. No. Key Audit Matter	How our audit addressed the Key Audit Matter
1 Internal Controls and Procedures: There are number of instances where it is noticed that the Company is not having proper Internal Controls. Bank Reconciliations are not being done on daily basis. There is no proper communication system between the various departments of the Company because of which the accounting entries are not being posted on timely basis. We identified this as a key audit matter because the lack of effective Internal Controls can impact the financial statements.	We have obtained an understanding of the Companys internal controls with respect to the accounting of various transactions and posting the regular accounting entries. We adopted the following audit procedures: - \u2022 understood and tested the design and operating effectiveness of Internal controls as established by the management; \u2022 Verified the accounting entries posted in the system; \u2022 examined managements stance on the same; \u2022 examined managements intention to comply with the established Internal Controls Based on the above procedures performed, the management is cooperative of implementing established Internal Controls effectively.
2 Deferred Tax Asset The Company has booked Deferred Tax Asset for the year ended 31.03.2026 We identified this as a key audit matter because in the previous years, the Company was incurring the losses and was not booking Deferred Tax Asset as the management was not certain of making profits. Now, in the year ended 31.03.2026, the Company has earned profit and is booking Deferred Tax Asset.	We have analyzed the current situation of the Company and discussed about the requirements of creating Deferred Tax Asset. We adopted the following audit procedures: \u2022 verified the Deferred Tax Asset made by the Company \u2022 considered the appropriateness of recognizing Deferred Tax Asset. Based on the above procedures performed, the Company has created a Provision for Tax and charged Current Tax of the amount equivalent to the tax impact on the current years profit. And, the Deferred Tax Asset has been recognized of the amount equivalent to the tax impact on the current years profit. Deferred Tax Asset has been created only for the amount equivalent to the tax impact on the current years profit to follow the concept of prudence and avoiding the booking of any notional profit.
3 Litigation Matters There are number of litigations pending before various forums against the Company and the managements judgement is required for estimating the amount to be disclosed as contingent liability and for creating the adequate amount of provision, wherever required. We identified this as a key audit matter because it is significant to create provision for these amounts in the financial statements. The Company has disclosed some cases in Contingent Liability. As per our judgement and also after the discussions with the Legal Department of the Company, it is suggested to create provision after assessing all the pending litigations.	We considered the number of litigations and discussed with the management its provisioning to be made. We adopted the following audit procedures: \u2022 obtained the list of contingent liabilities and list of cases pending against the Company. \u2022 analyzed the Litigations on the basis of materiality and discussed with the management. \u2022 Discussed with the management about the provision not made with respect to the litigations. Based on the above procedures performed, The Company has disclosed some cases in Contingent Liability. As per our judgement and also after the discussions with the Legal Department of the Company, it is suggested to create provision (if required) after assessing all the pending litigations.

Our Opinion is not modified in respect of these matters.

Management Remarks on Basis of Qualified Opinion

The Company has carefully considered the observations made by the Statutory Auditor. The Management believes that the accounting treatment and disclosures adopted by the Company are in compliance with the applicable provisions of the Companies Act, 2013, Indian Accounting Standards (Ind AS), SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 and other applicable laws and regulations.

a) In respect of the variation in inventory, Final Report given by Cost Management Accountant (CMA) was placed in its 237 th Meeting of Board of Directors held on 13.02.2026. The same has been discussed and decided to constitute an Inventory Scrap Committee comprising members/representatives from different Government agencies to identify, verify and confirm the non-useable inventory to be treated as scrap and also advised that the Company may approach MSTC Limited, a Government agency, to understand the procedure and requirements for conducting e-auction for disposal of such scrap inventory through the MSTC platform. The Company is taking necessary corrective actions for the same.

b) In respect of the policy of Expected Credit Loss, as mentioned at the Note # 40 of the Financial Statements, the Companys risk management policies are established to identify and analysis the risks faced by the Company, to set and monitor appropriate risk limits and controls, periodically review the changes in market conditions and reflect the changes in the policy accordingly. The Company has also appointed External Consulting Agency to proper review and examine/ analysis of the long outstanding debtors.

The Management believes the Company is continuously monitoring the developments relating to the matter and taking corrective actions wherever required. Necessary corrective measures shall continue to be implemented to address the observations made by the Statutory Auditor.

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 March 31, 2026. 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 2025-26, PUNCOM succeeded in increasing its sales by approximately 62% compared to the previous Financial Year.

During FY 2025-26, PUNCOM successfully secured tenders related to new technologies such as IP-MPLS and the Railway Coach Guidance System for Southern Railway, Tambaram. The Company also secured a contract for the 5-year AMC of PUNCOM PD Multiplexers for Konkan Railway in Jammu & Kashmir.

PUNCOM also secured a project in the Power Sector from BHEL Noida for the supply of PLCC equipment, Protection Couplers, and other bought-out items (BOIs).

In addition to the above, PUNCOM bagged various supply orders from private parties for its own products, including Multiplexers (MUX), PLCC equipment, LMUs, Control Equipment, and Power Plant equipment.

PUNCOM is also focusing on establishing partnerships with OEMs and technology partners to participate jointly in tenders involving emerging technologies and new business areas.

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.

1. 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.

2. 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.

3. 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.

4. 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).

5. 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. 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.

At present, Lead Acid Maintenance-Free (LMLA) and Valve Regulated Lead Acid (VRLA) batteries are widely used as backup power sources in telecom applications. However, Lithium-ion battery technology is rapidly gaining global acceptance due to its superior energy density, longer service life, lower maintenance requirements, and reduced lifecycle costs. In view of the evolving industry trend, Puncom is checking the feasibility of the upgradation of its existing SMPS charger to ensure compatibility with Lithium-ion battery technology. Such technological advancement would enhance product competitiveness, align with future market requirements, and create new business opportunities in telecom sectors.

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

The Reserves of the Company as on March 31, 2026 at Rs. 1840.48 Lacs (previous year Rs. 1650.26 lacs). Due to Profits in the current financial year, reserves have increased by Rs 190.22 Lacs.

Dividend

Though the Company is in profit during the year under review, the Directors of the Company do not recommend any Dividend for the Financial Year 2025-26.

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. March 31, 2026 till the date of this report i.e. August 12, 2026 under Section 134(3)(l) of the Companies Act, 2013 is NIL

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

a) Conservation of Energy

i) Steps taken & impact on conservation of energy:

Steps taken:

We have continued with the practice of switching off the power supply to the areas where the normal lights are not required or where the production work is not taking power. 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.

ii) Steps taken for utilizing alternate sources of energy:

The system is in place for alternate sources of energy.

iii) Capital investment on energy conservation equipments : NIL

b) Technology Absorption

i) Efforts made towards technology absorption:

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

ii) 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

iv) Expenditure incurred on Research and Development

Particulars	FY 2025-26 (Current Year)	FY 2024-25 (Previous Year)
Capital	NIL	NIL
Recurring	NIL	NIL
Total R&D expenditure as a percentage of total turnover	NIL	NIL

c) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo during the Financial Year 2025-26 in terms of actual inflows and actual outflows is given as follows:

Particulars	FY 2025-26 (Current Year)	FY 2024-25 (Previous Year)
EARNINGS
F.O.B Value of Exports	NIL	NIL
OUTGO
i. CIF Value of Import of Raw Materials	76.60	155.63
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.

During the Financial Year under review, Our Company does not meet the above mentioned threshold limits. Consequently, the provisions of Section 135 of the Act are not applicable to the Company and the Company is not liable to spent any amount under CSR obligations. However, our Company has approved CSR policy of the Company in its 225 th Board meeting held on August 07, 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 June 05, 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 2025-26. Further, the members decided to evaluate the performance of the KMPs only during the Financial Year 2025-26, 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 239 th Meeting held on May 20, 2026.

Change in the nature of business

During the year 2025-2026, 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:

1. Sh. Harsuhinder Pal Singh Brar, IAS, Managing Director

2. Sh. Tony Bansal, Chief Financial Officer*

3. CS Pratima Yadav, Company Secretary

* CA Deepika Arora was appointed as Chief Financial Officer of the Company w.e.f. 22.12.2025 in place of CA Saurav Gupta. Later CA Ajay Aggarwal was appointed as Chief Financial Officer of the Company w.e.f. 21.05.2026 in place of CA Deepika Arora. Thereafter Sh. Tony Bansal was appointed as Chief Financial Officer of the Company w.e.f. 01.06.2026 in place of CA Ajay Aggarwal.

Following changes, in the constitution of Board of Directors, took place during the period under review upto August 12,

2026 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. Sh. Tejveer Singh, IAS*	Chairman	04.09.2023 to 06.05.2025
2. Sh. Kamal Kishor Yadav,IAS*	Chairman	06.05.2025 to 17.02.2026
3. Sh. Gurkirat Kirpal Singh, IAS*	Chairman	17.02.2026 to continuing
4. Sh. Mohinder Pal, IAS**	Sr. Vice Chairman	11.07.2022 to 06.05.2025
5. Sh. Rahul Chaba, IAS**	Director	06.05.2025 & 26.08.2025
6. Sh. Sandeep Hans, IAS**	Sr. Vice Chairman	26.08.2025 to 16.10.2025
7. Sh. Jaspreet Singh, IAS**	Sr. Vice Chairman	16.10.2025 to 17.02.2026
8. Sh. Parminder Pal Singh Sandhu, IAS 5	Managing Director	05.02.2024 to 10.03.2026
9. Sh. Harsuhinder Pal Singh Brar, IAS 5	Managing Director	17.02.2026 to continuing
10. CA D. K. Singla 55	Independent Director	25.03.2022 to 24.03.2026
11. Dr. Neelu Jain 55	Independent Director	25.03.2022 to 24.03.2026
12. Sh. Manjeet Singh Dhillon ITS (Retd)	Independent Director	11.01.2025 to continuing
13. CA Shashi Bhushan Aggarwal 55	Independent Director	25.03.2026 to continuing
14. Dr. Ashneet Kaur 55	Independent Director	25.03.2026 to continuing

* Sh. Kamal Kishor Yadav, IAS was appointed as Director on the Board in the capacity of Chairman of the Company w.e.f. May 06, 2025 in place of Sh. Tejveer Singh. Later Sh. Gurkirat Kirpal Singh, IAS was appointed as Director on the Board in the capacity of Chairman of the Company w.e.f. February 17, 2026 in place of Sh. Kamal Kishor Yadav, IAS due to withdrawal of his nomination by the holding Company, Punjab infotech.

** Sh. Rahul Chaba, IAS was appointed as Director on the Board of the Company w.e.f. May 06, 2025 in place of Sh. Mohinder Pal, IAS. Later Sh. Sandeep Hans, IAS was appointed as Sr. Vice Chairman on the Board of the Company w.e.f. August 26, 2025 in place of Sh. Rahul Chaba, IAS. Thereafter, Sh. Jaspreet Singh, IAS was appointed as Sr. Vice Chairman on the Board of the Company w.e.f. October 16, 2025 in place of Sh. Sandeep Hans, IAS. Further Sh. Jaspreet Singh, IAS ceased to be Sr. Vice Chairman of the Company w.e.f. February 17, 2026 due to withdrawal of his nomination by the holding Company, Punjab infotech.

$ Sh. Harsuhinder Pal Singh Brar, IAS was appointed as Director on the Board the Company w.e.f. February 17, 2026 and later re-designated as Managing Director on the Board of the Company w.e.f. March 10, 2026 in place of Sh. Parminder Pal Singh Sandhu, IAS.

55 CA D.K. Singla and Dr. Neelu Jain, Independent Directors ceased to be an Independent Directors on the Board of Puncom w.e.f. March 24, 2026 on account of completion of their tenure. In their place, CA Shashi Bhushan Aggarwal and Dr. Ashneet Kaur were appointed as Independent Directors on the Board of PUNCOM w.e.f. March 25, 2026.

In terms of Section 152 of the Companies Act, 2013, no director is liable to retire by rotation at the ensuing Annual General

Meeting as all Directors except Independent Directors are being appointed /Regularised in upcoming Annual General Meeting

in compliance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 February 20, 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 Statutory Auditors in its Independent Audit Report dated July 21, 2026 has given its report on Internal Financial Controls as Annexure B and is summarized as follows :-

(a) 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, and Consumption.(Refer to para Basis for qualified opinion in the independent Auditors report)

As per opinion of Statutory Auditor, the Company has in all material respects, maintained adequate internal financial controls over financial reporting as of March 31, 2026, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India, and except for the effects/possible effects of the material weakness/es described above on the achievement of the objectives of the control criteria, the Companys internal financial controls over financial reporting were operating effectively as of March 31, 2026.

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 https://puncom.com/wp-content/uploads/2025/04/Whistle-Blower-Policy.pdf

Disclosure relating to Remuneration of Directors and KMP:

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

a) 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)*	10.19	NIL
2. Sh. Harsuhinder Pal Singh Brar, (IAS)*

* No remuneration were paid to Sh. Parminder Pal Singh Sandhu, IAS and Sh. Harsuhinder Pal Singh Brar, (IAS) during their tenure as MD in Financial Year 2025-26.

b) Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the Financial Year: There is one KMP covered under this and details are;-

• CS Pratima Yadav having an increase of 34.28 % in remuneration during the year vis a vis previous year. Increase in remuneration is due to her re-joining the Company on contractual basis w.e.f. 06.10.2025, after competing through recruitment process.

Remunerations exclude LTA, Leave Encashment and Gratuity.

c) Percentage increase in the median remuneration of employees in the Financial Year 2025-26 was 3.35%

d) Number of Regular Employees on rolls of the Company as on 31.03.2026 was 111 (including 6 employees on deputation to other Company/ Corporations).

e) 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.

f) 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.

B. 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 2025-26 is as follows:

Sr. No. Name	Designation	Remuneration Received in Financial Year 2025-26 (Rupees)*	Nature of employment (whether contractual or otherwise)	Qualifications and Experience	Date of Commencement of Employment	Com- pl-et- ed Age in years	Last employment held	Percent age of equity shares held	Whether relative of any director or manager if so, name of such di- rector/ manage)
1 Ms. Indu Walia	AGM	16,34,509	Regular	MSc (Physics), PGDBA (Operation), MCA 34 years	30.09.1991	57	Nil	Nil	No
2 Mr. Kapil Kumar	AGM	16,33,232	Regular	MCA 29 years	10.02.1997	53	Nil	Nil	No
3 Mr. Sudhir Dhand	Sr. Manager	15,37,321	Regular	B. Tech (ECE) 34 years	03.09.1991	57	Nil	Nil	No
4 Mr. Sandeep Belsare	Sr. Manager	14,65,632	Regular	BE (ECE) 30 years	18.10.1995	56	Nil	Nil	No
5 Ms Sneh Aggarwal	Sr. Manager	14,59,360	Regular	Dip (ECE) & AMIE 36 years	24.07.1989	57	Nil	Nil	No
6 Mr. Ajay Gupta	Manager	13,85,297	Regular	DIP (ECE), & AMIE(ECE) 36 years	17.07.1989	57	Nil	Nil	No
7 Mr. Kailash Chander	Manager	13,66,458	Regular	BA 28 years	07.08.1997	55	Majethia Sugar Mills	Nil	No
8 Mr. Raman Khanna	Manager	13,53,965	Regular	Dip (ECE) & AMIE 37 years	18.08.1989	56	Nil	Nil	No
9 Mr. Rajesh Kumar Soni	Manager	13,37,011	Regular	Diploma (ECE) & AMIE 35 years	13.08.1991	56	Nil	Nil	No
10 Mr. Jogesh Laroia	Manager	13,33,310	Regular	Dip (ECE) & BE (ECE) 35 years	01.04.1991	55	Nil	Nil	No

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

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 and the shareholders in its 44 th Annual General Meeting held on December 22, 2025 has appointed M/s S. K. Sikka & Associates, Company Secretaries, having Membership No. F4241 and C. P. No. 3582 as Secretarial Auditor of the Company for a term of 5 consecutive years till conclusion of 49 th Annual General Meeting to be held in FY 2029-30 to conduct Secretarial Audit of the Company.

M/s S. K. Sikka & Associates, Company Secretaries have carried out the Secretarial Audit for the Financial Year ended March 31, 2026 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:-

a) No. of Complaints filed during the Year 2025-26	NIL
b) No. of Complaints disposed off during the Year 2025-26	NIL
c) No. of Complaints pending as on end of the Year 2025-26	NIL
d) 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.

Form No. AOC-2

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

[Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014]

1. Details of contracts or arrangements or transactions not at arms length basis:
(a) Name(s) of the related party and nature of relationship:	NIL
(b) Nature of contracts/arrangements/transactions:	NIL
(c) Duration of the contracts/arrangements/transactions:	NIL
(d) Salient terms of the contracts or arrangements or transactions including the value, if any:	NIL
(e) Justification for entering into such contracts or arrangements or transactions	NIL
(f) Date(s) of approval by the Board:	NIL
(g) Amount paid as advances, if any:	NIL
(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188:	NIL
2. Details of material contracts or arrangement or transactions at arms length basis:
(a) Name(s) of the related party	NIL
(b) Nature of contracts/arrangements/transactions:	NIL
(c) Duration of the contracts / arrangements/transactions:	NIL
(d) Salient terms of the contracts or arrangements or transactions including the value, if any:	NIL
(e) Date(s) of approval by the Board, if any*:	NIL
(f) Amount paid as advances, if any:	NIL
*Not Applicable/Exempted vide Govt Notification G.S.R. 463(E)