Your directors have pleasure in presenting herewith the 63^rd Annual Report together with the Audited Statement of Accounts for the year ended on 31^st March, 2024.

1. FINANCIAL SUMMARY: (Amount in Lacs Rs.)

2. STATEMENT OF COMPANY’S AFFAIRS:

The Company has earned revenue from Operations of Rs. 28.09 Lacs. Other income from interest stood at Rs. 2.34 Lacs as compared to Rs. 5.00 Lacs and Rs. 6.38 Lacs respectively last year. Further Company has Subsidiary Company Palco Recycle Industries Limited in which Company holds approx. 65% of holding.

3. DIVIDEND:

This Year also company has earned Only 28.09 lacs from major income from operations. Hence, with a view to conserve the resources, the board of directors of the company have not recommended any dividend for the year under review.

4. TRANSFER TO RESERVE:

The Company proposes to transfer nil amounts to General Reserve and surplus amount of profit is proposed to be retained as in the Statement of Profit and Loss.

5. ANNUAL RETURN:

Annual Return of the Company as required under Section 92(3) read with Section 134(3)(a) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, in the prescribed Form MGT-7, is also placed on the website of the company www.palcometals.com and weblink for the same is http://palcometals.com/investors/

6. ACCEPTANCE OF DEPOSITS:

During the year under review, the Company has not accepted any deposits from the Public and Shareholders of the Company. Further no amount of principal or interest was outstanding as of the Balance Sheet date.

7. SUBSIDIARY. ASSOCIATE OR JOINT VENTURE COMPANY:

The Company has Subsidiary company Palco Recycle Industries Limited (PRIL) within the meaning of 2(87) of the Companies Act, 2013. Palco Recycle Industries Limited has performed stable during the year. The performance of subsidiary is as follows:

(Amount in Lacs Rs.)

Further, a report in the prescribed Form AOC- 1 as per first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 and Rules made there under is attached herewith as Annexure B to the report.

8. CONSOLIDATED FINANCIAL STATEMENTS:

Since the Company has the subsidiary company i.e., Palco Recycle Industries Limited, Consolidated Financial Statements prepared, pursuant to the requirements of Section 129, read with Schedule III of the Companies Act, 2013 and Rules made there under, Listing Regulations and applicable Accounting Standards, are placed in the Annual Report along with the Auditors Report thereon. They are also forming part of the financial statements.

9. MATERIAL CHANGES & COMMITMENTS:

There have been no other material changes and commitments which affect the financial position of the Company, that have occurred between the end of financial year to which the financial statements relates and the date of this report.

10. CORPORATE GOVERNANCE:

As per the provision of Regulation 15(2) of the Listing Regulations Compliance with Corporate Governance provisions as specified in the regulations 17 to 27 and clause (b) to (i) of Regulation 46(2) and para-C, D and E of Schedule V shall not apply to listed entities having paid-up equity share capital not exceeding 10 Crores and net worth not exceeding Rs. 25 Crores as on the last date of previous financial year.

Henceforth, Company being falling under the specified limits of above regulation, requirement of giving Corporate Governance report in Annual Report as per the Para C of the Schedule V is exempted to the company and hence not required to provide the same.

Further Para's information pertaining to PARA A, B and F are as Under:

PARA (A) RELATED PARTY TRANSACTIONS:

Details of Related Party Transactions as per AS 18 issued by ICAI are disclosed in Notes to the Standalone Financial Statements for the year ended on 31st March, 2024. Further the transactions entered into by the company are arm's length transactions.

Further, there are no materially significant related party transactions made/ entered into by the Company with its related parties including promoters, directors or the management etc. that may have potential conflict with the interests of the Company at large.

The requirement of Policy on materiality of related party transactions and dealing with related party transactions as per Regulation 23 SEBI (LODR) Regulations, 2015 is not applicable to company as per the Exemption granted under regulation 15(2) of Listing Regulations.

After applicability of regulation 15(2) of Listing Regulations, the related party transactions are dealt in by the company as per the Section 188 of the Companies Act, 2013.

Disclosures in compliance with the Accounting Standard on “Related Party Disclosures is as under: Kindly refer Note No. 19 of Balance sheet.

PARA (B) MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (listing regulations) the Management Discussion and Analysis Report has been enclosed herewith as per Annexure - A and forming part of the Directors' Report.

PARA (F) DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

The Company is not required to disclose the information regarding Demat suspense account/ unclaimed suspense account, as there are no shares of company in the Demat suspense account/ unclaimed suspense account.

11. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the confirmation and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(C) and 134(5) of the Companies Act, 2013 and confirm that:

(a) In the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for the year under review;

(c) The Directors had 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) The Directors had prepared the annual accounts for the financial year ended on 31^st March, 2024 on a going concern basis;

(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under Section 134(3)(m) of the Companies Act, 2013 and Rules made there under, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure - C attached herewith and forming part of the Directors' Report.

13. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

The details of the Loans and advances are provided in the schedule attached to the Balance Sheet. There were no guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

The Company in the EGM dated 15/07/2021 has passed the Special Resolution under section 186 and has set the limits of Rs. 75 Crores to give any loan to any person or other body corporate or to invest in shares, mutual funds, Fixed deposits or to give any guarantee or provide security in connection with a loan to any other body corporate or person.

Further the Company has proposed resolution under Section 185 and 186 of the Companies Act 2013 read with relevant applicable rules and provisions of the act or any other enactment; in the ensuing AGM i.e. 63rd AGM to set limit of Rs. 75 Crores where a company may advance any loan including any loan represented by a book debt, or give any guarantee or provide any security in connection with any loan taken by any person in whom any of the director of the company is interested, subject to the conditions that a special resolution is passed by the company in general meeting and the loans are utilized by the borrowing company for its principal business activities under section 185 and may grant the loan(s), guarantee(s), security(ies) and investment(s), as the case may be, under section 186 in accordance with the applicable provisions of the Companies Act, 2013 and relevant rules made thereunder.

Further Company has provided guarantee in respect of loan given by bank to its subsidiary company Palco Recycle Industries Limited which is exempted under Section 185 of the Companies Act, 2013.

14. AUDITORS:

A. STATUTORY AUDITORS

Section 139(2) of the Companies Act, 2013 (effective 1st April, 2014), mandates that a listed company or such other prescribed class of companies shall not appoint or re-appoint an audit firm as Statutory Auditors for more than two terms of five consecutive years each.

KPSJ & Associates LLP, having Firm Registration number 124845W/W100209 Chartered Accountants will complete their present term on conclusion of the ensuing Annual General Meeting. The Board has proposed the resolution for appointment of Auditors for 2 ^nd term of five years in the ensuing AGM of the Company.

The Board recommended the appointment of KPSJ & Associates LLP, Chartered Accountants, as Auditors of the Company, for a period from the conclusion of 63^rd Annual General Meeting till the conclusion of 68^th (Sixty-Eighth) Annual General Meeting of the Company. KPSJ & Associates LLP have confirmed their eligibility and qualification required under the Act for holding the office as Auditors of the Company.

The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes on financial statement referred to in the Auditors' Report are selfexplanatory and do not call for any further comments.

The Statutory Auditor has in their report on both financial Statement and Consolidated Financial Statement of the company has not given any adverse remarks, qualification which requires the Board explanation or justification.

B. SECRETARIAL AUDITOR:

Section 204 of the Companies Act, 2013 and Rules made there under inter alia requires every listed company to annex with its Board Report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form. The Board has appointed Mr. Punit Lath, Practicing Company Secretary, Ahmedabad to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith marked as Annexure -D to this Report.

Further the Secretarial Audit report of the company does not contain any major adverse remarks, qualification which requires the Board explanation or justification.

15. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review following changes in the Board were done.

A. Change in Directors

1. Mr. Kanaiyalal Babulal Agrawal (DIN: 00594240) has resigned from the directorship with effect from 6^th November 2023 and Mr. Narendra Maheshchand Agrawal (DIN: 00580711) has resigned from the directorship with effect from 12^th February, 2024 as he was occupied in other areas.

2. Mr. Naman Naredi (DIN: 06943536) appointed as an Additional Director who shall hold office up to the date of ensuing Annual General Meeting.

3. Re-appointment of Mr. Kirankumar Babulal Agrawal (DIN: 00395934) as the Managing Director of the Company for a further period of 3 (three years) from 14th, August, 2024 up to 13th August, 2026

4. Mrs. Rakhi Jitendra Agrawal (DIN: 07021709) a Woman Independent Director of the company completed her term of Independent Director in the Company.

5. CS Meenu Maheshwari (DIN: 07113136) is appointed as an additional Woman Independent Director who was recommended by Nomination and Remuneration Committee and in the Board meeting dated 31^st August, 2024 which is subject to approval of the Shareholders in the ensuing 63^rd Annual General Meeting.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

Further the certificate from Practicing Company Secretary Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 as regards the non-disqualification of Directors are attached herewith as Annexure - E to the report.

16. DECLARATIONS BY INDEPENDENT DIRECTORS

Based upon the declarations received from the independent Directors in terms of section 149 (7) of the Companies Act, 2013the Board of Directors has confirmed that they meet the criteria of Independence as mentioned under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and that they are Independent of the Management.

In the opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Companies Act, 2013 and applicable rules thereunder) of all Independent Directors on the Board.

All those Independent Directors who are required to undertake the online proficiency selfassessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, have passed such test.

17. FRAUD REPORTING

During the year under review, no instances of fraud were reported by the Auditors of the Company.

18. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance and that of its Board Committees pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.

The performance of the Board and Committees were evaluated by the Board on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairperson was evaluated, taking into account the views of executive directors and non-executive directors and assessed the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

19. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The Board, on the recommendation of the Nomination & Remuneration Committee, had formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director as also a Policy for remuneration of Directors, Key Managerial Personnel and Senior Management.

The Policy on appointment and remuneration of Directors, KMP and other employees and other matters as required under Section 178(3) of the Companies Act, 2013 is available on the web-site of the Company viz. www.palcometals.com.

Further company being non operative doesn't have employee base except the KMP and henceforth requirements of Section 197(12) read along with rule relating disclosure of remuneration in Boards report is not applicable to the company.

20. BOARD MEETINGS. COMMITTEE MEETINGS. AGM AND INFORMATION RELATING TO COMMITTEES:

A. Board Meeting

The Board of Directors of the Company met 6 (Six) times during the year in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Further Board also herewith declares the compliance of Applicable Secretarial Standards in respect of SS-1 for Board Meeting, Committee Meetings and SS-2 in respect of General Meeting.

Details of the Board Meeting and present of Directors therein are as follows:

(Y=Present, N=Absent, NA= not associated with company as on that date.)

B. AUDIT COMMITTEE:

During the Year under the 4 (Four) meeting of the audit committee was held complying the requirements under the Companies Act, 2013 and Secretarial Standard. The constitution of committee and date of meeting and presence of Directors there at is as follows:

C. NOMINATION AND REMUNERATION COMMITTEE:

The constitution of nomination and remuneration committee and date of meeting and presence of Directors there at is as follows:

D. STAKEHOLDERS RELATIONSHIP COMMITTEE

One Meeting of the Stake Holders Relationship Committee were duly held during the year under review. The constitution of committee and date of meeting and presence of Directors there at is as follows:

The Annual General meeting of the company was held on 15^th September, 2023. Further Meeting of the Independent Directors of the company was held on 12^th February, 2024.

E. RISK MANAGEMENT COMMITTEE

Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to ensure that there is a robust system of risk controls and mitigation in place.

Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified for the Company by the management are Currency fluctuation, Compliances of various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation, Technological Changes. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust

Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize.

21. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124 of the Companies Act, 2013, certain amounts of investors which are unclaimed or unpaid for certain years are required to be transferred to the Investor Education and Protection Fund (“IEPF”). Further Company is also required to transfer those shares to the Demat account of the Investor Education and Protection Fund (“IEPF”) in respect of which dividend is unpaid or unclaimed for seven consecutive years.

So, it is informed to stakeholders that company has no such amount or shares which are required to be transferred to IEPF.

22. CORPORATE SOCIAL RESPONSIBILITY:

In terms of provisions of Section 135 of the Companies Act, 2013 and Rules made there under, provisions of Corporate Social responsibility are not applicable to the company.

23. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls commensurate with operations of the company. The Management regularly monitors the safeguarding of the assets, prevention and detection of frauds and errors and the accuracy and completeness of the accounting records.

The Internal Auditor along with Statutory Auditor reviews the effectiveness and efficiency of these procedures

During the year, such controls were tested and no reportable material weakness in the operations was observed.

The Statutory Audit Report, Internal Auditor Reporting to Audit Committee, Audit Committee and Secretarial Audit Report for the financial year 2023-24 does not contain any major qualification, reservation or adverse remark.

24. LISTING AGREEMENT WITH STOCK EXCHANGE / LISTING FEES:

The Listing Agreement entered into by the Company with Stock Exchange, if applicable and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company confirms that it has paid Annual Listing Fees to BSE up to the Financial Year 2023-24.

25. PARTICULARS OF EMPLOYEES:

The Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the company as the company does not have any major operations and employees on its pay roll (or on contract basis) except Key Managerial Person.

The Statement of particulars of employees under Section 197(12) read with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is not provided with as, during the financial year under review, no employee of the Company including Whole-time Directors and Managing Directors were in receipt of remuneration in excess of the limits set out in the said rules.

26. WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report any act of serious misconduct or wrongful activity being occurred or suspected to occur within the organization, to Whole-time Directors or Managing Directors of the Company, as he may desire. No employee of the Company is denied access to the Audit Committee. The Vigil Mechanism / Whistle Blower Policy is also available on the website www.palcometals.com.

27. GENERAL DISCLOSURES:

During the year under review, there is no change in the nature of business of the Company and there is no material change and/or commitments, affecting the financial position of the Company, during the period from 31^st March, 2024 till the date of this report.

During the year under review, there was no significant and/or material order passed by any regulators or courts or tribunals impacting the going concern status and company's operations in future.

The Company does not provide any loan or other financial arrangement to its employees or Directors or Key Managerial Personnel for purchase of its own shares and hence, the disclosure under Section 67(3)(c) of the Companies Act, 2013.

The disclosure in terms of Rule 4 of Companies (Share Capital and Debenture) Rules, 2014 is not provided, as the Company does not have any equity shares with differential voting rights.

Your Company has always believed in providing a safe and harassment free workplace for every individual working in premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment.

Your director's further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

In the preparation of Financial Statement, no treatment different from that of prescribed accounting standard has been followed.

28. General Disclosure:

• The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year: Not applicable as no application is made under the same.

• The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof: Not applicable.

29. ACKNOWLEDGEMENT:

The Directors place on record the appreciation and gratitude for the co-operation and assistance extended by various departments of the Union Government, State Government, Bankers and Financial Institutions.

The Directors also place on record their appreciation of dedicated and sincere services of the employees of the Company at all levels.

The Company will make every effort to meet the aspirations of its Shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.

Date: 31st August, 2024 For, and on behalf of the Board of Directors

Place: Ahmedabad

SD/- SD/-

Gauravkumar Jani KiranKumar Agrawal

Director Managing Director

DIN:07573106 DIN:00395934