The Board of Directors is pleased to present herewith the 40th (Fortieth) Annual Report of your Company, together with the Audited Statement of Accounts, for the year ended March 31,2024.

The Management Discussion and Analysis has also been incorporated into this report.

FINANCIAL PERFORMANCE SUMMARY

The summarized results of your company are given in table below:

FINANCIAL PERFORMANCE, OPERATIONS AND STATE OF THE COMPANY’S AFFAIRS CONSOLIDATED ANALYSIS

During the year under review, on consolidated basis, the total Revenue stood at Rs. 10,321.60 Lakhs as compared to Rs. 9,647.03 Lakhs in the previous year. Revenue from operations stood at Rs. 9,788.18 Lakhs as against Rs. 9,334.15 Lakhs in the previous year. Other Income stood at Rs. 533.42 Lakhs as compared to Rs. 312.87 Lakhs in previous year. Net Profit after Tax stood at Rs. 1023.55 Lakhs as compared to the Net Profit after Tax of Rs. 943.91 Lakhs during the previous accounting year.

STANDALONE ANALYSIS

During the year under review, the total revenue stood at Rs. 6,742.23 Lakhs as against Rs. 7,304.30 Lakhs in the previous year. Company’s revenue from operations stood at Rs. 6,363.02 Lakhs as against Rs. 7,085.97 Lakhs in the previous year. Other Income stood at Rs. 379.21 Lakhs as compared to Rs. 218.32 Lakhs in previous year. The Company earned Net Profit after Tax of Rs. 584.76 Lakhs as compared to Net Profit after Tax of Rs. 894.51 Lakhs during the previous accounting year.

DIVIDEND

INTERIM DIVIDEND

1st Interim Dividend for FY 2023-24:

The Board of Directors of the Company at its meeting held on 03rd August, 2023 approved 1st Interim Dividend for the financial year 2023-24 at Rs. 3 per Share/-of Rs.10 each (30%). The same was paid to shareholders whose name appeared on the register of Members of the company or in the records of the depositories as beneficial owners of the shares as on 07th August, 2023 which was the Record date fixed for the purpose.

2nd Interim Dividend for FY 2023-24:

The Board of Directors of the Company at its meeting held on 06th November, 2023 approved 2nd Interim Dividend for the financial year 2023-24 at Rs. 3 per Share/-of Rs.10 each (30%). The same was paid to shareholders whose name appeared on the register of Members of the company or in the records of the depositories as beneficial owners of the shares as on 23rd November 2023 which was the Record date fixed for the purpose.

3rd Interim Dividend for FY 2023-24:

The Board of Directors of the Company at its meeting held on 10th February 2024 approved 3rd Interim Dividend for the financial year 2023-24 at Rs. 2 per Share/-of Rs.10 each (20%). The same was paid to shareholders whose name appeared on the register of Members of the company or in the records of the depositories as beneficial owners of the shares as on 21st February 2024 which was the Record date fixed for the purpose.

FINAL DIVIDEND FOR FY 2023-24:

Your directors are pleased to recommend to the Members, for their approval, a Final dividend of Rs. 2/- per Equity Share of Rs. 10/- each (20 %) in the Company for the year ended 31st March, 2024. The above is in addition to Interim Dividends distributed above.

RESERVES

The whole profit after tax has been transferred to P&L surplus. There is no amount that has been proposed to be carried to any other reserves.

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 600 Lakhs consisting of 60 Lakhs Equity Shares of Rs. 10/- each.

The Issued, Subscribed and Paid-up Capital of the Company stood at Rs. 330.48 Lakhs as on March 31,2024.

There was no requirement of fresh capital infusion during the year under review.

REGISTERED OFFICE

There was no change in the Registered Office of the Company during the Financial Year under review.

The present address of the Registered Office is as follows: Urmi Estate, Tower-A, 11th floor, 95 Ganpatrao Kadam Marg, Lower Parel (W), Mumbai City, Maharashtra, India, 400013.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

Your Company does not have any Joint Venture / Associate Companies.

Premco Global Vietnam Company Limited is wholly owned subsidiary of Premco Global Limited. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company’s subsidiaries in Form No. AOC-1 is annexed to the report (Annexure-1).

CHANGE IN NATURE OF BUSINESS, IF ANY:

The Company is engaged in the business of manufacturing Woven & Knitted Elastic Tapes. There was no change in nature of business activity during the year.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31,2024 and the date of signing the Accounts.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

RELATED PARTY TRANSACTIONS

The Company has formulated a policy on dealing with Related Party Transactions. The policy is placed on the website of the Company.

All the transactions entered into with Related Parties as defined under the Companies Act, 2013, Regulation 2(1) (zc) and Regulation 23 of SEBI (LODR) Regulations, 2015 during the financial year were in the ordinary course of business and on an arm’s length basis. The Related Party Transactions are disclosed in the notes of financial statements for the financial year 2023-24 and the same is furnished in Form AOC-2 (Annexure-2) and is forming part of the Annual Report.

EMPLOYEE STOCK OPTION SCHEME

Your Company has formulated the ‘‘Premco Global Limited Employee Stock Option Scheme 2017’’, for grant of Stock Options to certain employees of the Company which was approved by members pursuant to Special Resolution at Extraordinary Annual General Meeting held on 29th March 2017 and extension of benefits to employees of Subsidiary Company was approved by members through Special Resolution at Annual General Meeting held on 20th July 2017. The Company has not allotted any shares pursuant to aforesaid ESOP Schemes.

ANNUAL RETURN & EXTRACTS OF ANNUAL RETURN

In compliance with Section 134(3)(a) of the Companies Act, 201, the Annual Return is made available on the website of the Company at https://www.premcoglobal.com/investors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company provide entrepreneurial leadership and plays a crucial role in providing strategic supervision, overseeing the management performance, and long-term success of the Company while ensuring sustainable shareholder value. Driven by its guiding principles of Corporate Governance, the Board’s actions endeavor to work in the best interest of the Company.

The Directors hold a fiduciary position, exercises independent judgement, and plays a vital role in the oversight of the Company’s affairs. Our Board represents a tapestry of complementary skills, attributes, perspectives and includes individuals with financial experience and a diverse background.

Ms. Sonia Ashok Harjani (DIN: 01220774), Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible offers herself for re-appointment.

Pursuant to provisions of section 203 of the Act, the Key Managerial Personnel of the Company are

Mr. Ashok Bhagwandas Harjani - Managing Director,

Mr. Nisha Prem Harjani - CFO,

* As on 31.03.2024 there is no Company secretary & Compliance Officer appointed in the Company.

During the period under review Ms. Gayatri Sunderdas Kashela was appointed as Company secretary w.e.f 05.06.2023. She tendered her resignation as Company secretary w.e.f 16.12.2023.

Further Ms. Gayatri Sunderdas Kashela was again appointed as Company secretary w.e.f 10.02.2024. She tendered her resignation as Company secretary w.e.f 13.03.2024.

The Board took note of the same and placed on record its sincere appreciation for the services rendered by her during her tenure and wished her the very best for her future endeavors.

Further Ms. Falak H Mody was appointed as the Company Secretary w.e.f. 15.05.2024 and is currently the Company Secretary and Compliance Officer of the Company.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, following changes have been made in the composition of Board of Directors: ¹

• Mr. Anand Shyam Mashurwala (DIN: 10491638) and Mrs. Lata Lal Vasvani (DIN: 07672964) has been appointed as Non- Executive Independent Director w.e.f 10.02.2024 and has been regularized through postal ballot held on 04.05.2024.

• Ms. Gayatri Sunderdas Kashela was appointed as Company secretary w.e.f 05.06.2023. She tendered her resignation as Company secretary w.e.f 16.12.2023. Further Ms. Gayatri Sunderdas Kashela was again appointed as Company secretary w.e.f 10.02.2024. She tendered her resignation as Company secretary w.e.f 13.03.2024.

Remuneration and other details of the Key Managerial Personnel for the Financial Year ended 31st March 2024 are mentioned in the Annual Return and Extract of the Annual Return which is available on the Company’s Website at https://www.premcoglobal.com/investors.

INDEPENDENT DIRECTORS STATEMENT

The Company has received declaration from all the Independent Directors confirming that they continue to meet the criteria of independence as prescribed under the Act and Listing Regulations and comply with the Code for Independent Directors as specified under Schedule IV of the Act.

The Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

In terms of Section 150 of the Act read with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (“IICA”).

During the year, the meeting of the Independent Directors was held on 10th February 2024 to review the performance of the Board as a whole on parameters of effectiveness and to assess the quality, quantity and timelines of flow of information between the management and the Board.

The Independent Directors discussed, among other matters, the performance of the Company and the risks faced by it, the flow of information to the Board, competition, strategy, leadership strengths and weaknesses, governance, compliance, Board movements, human resource matters and performance of executive Directors including Chairman.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE AND OTHER MATTERS CONCERNING A DIRECTOR

In terms of the provisions of clause (e) of section 134(3) read with Section 178(3) of Companies Act, 2013, the Nomination and Remuneration Committee, while appointing a Director, takes into account the following criteria for determining qualifications, positive attributes and independence:

Qualification: Diversity of thought, experience, industry knowledge, skills and age.

Positive Attributes: Apart from the statutory duties and responsibilities, the Directors are expected to demonstrate high standard of ethical behaviour, good communication and leadership skills and take impartial judgment.

Independence: A Director is considered Independent if he/she meets the criteria laid down in Section 149(6) of the Companies Act, 2013, the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations, 2015.

BOARD MEETINGS

During the Financial Year under review, the Board of Directors met 5 (Five) times on 18th May, 2023, 05th June, 2023, 03rd August, 2023, 06th November, 2023, and 10th February, 2024. The maximum gap between any two Board meetings was not more than 120 days.

The composition of the Board along with the details of the meetings held and attended by the Directors during the Financial Year 2023-24 is detailed below:

*Appointed as Directors w e f 10th February, 2024.

AUDIT COMMITTEE

The Audit Committee which acts as a link between the management, external and internal auditors and the Board of Directors of the Company is responsible for overseeing the Company’s financial reporting process by providing direction to audit function and monitoring the scope and quality of internal and statutory audits.

The composition of the Committee is in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 SEBI (LODR) Regulations, 2015. The Chairperson of the Committee is a Non-Executive Independent Director.

COMPOSITION OF AUDIT COMMITTEE OF THE COMPANY Sr. Name of the Director Category Designation

No.

1. ¹Mr. Prem I. Gidwani Non-Executive - Independent Chairman

Director

2. ¹Mr. Rajesh M. Mahtani Non-Executive - Independent Member

Director

3. Ms. Sonu A. Chowdhary Non-Executive - Independent Member

Director

4. Mr. Ashok B. Harjani Executive Director Member

5. **Mr. Lalit Doulat Advani Non-Executive Independent Chairman

Director

6. **Ms. Lata Lal Vasvani Non-Executive Independent Member

Director

* Cessation of Mr. Rajesh M Mahtani (DIN: 00736091) and Mr. Prem I Gidwani (DIN: 01220570) from Directorship of the Company due to expiry of Term of Independent Directorship of the Company w.e.f 31.03.2024.

**The composition of the Audit Committee has been reconstituted by the Board Resolution passed in the meeting of the Board of Directors held on 15th May 2024. Mr. Lalit Doulat Advani and Ms. Lata Lal Vasvani were appointed as Chairman and Members of the Audit Committee respectively.

The Committee members meet regularly and make their recommendations in accordance with the terms of reference specified by the Board. Such recommendations are thoroughly discussed in Board meetings and by and large accepted for implementation.

AUDIT COMMITTEE MEETINGS HELD AND ATTENDANCE OF DIRECTORS DURING THE YEAR 2023-24

* Resignation of Mr. Rajesh M Mahtani (DIN: 00736091) and Mr. Prem I Gidwani (DiN: 01220570) from Directorship of the Company due to expiry of Term of Independent Directorship of the Company w.e.f. 31.03.2024.

The Audit Committee acts in accordance with the broad terms of reference specified by the Board of Directors in adherence to Section 177 of the Companies Act, 2013 (the ‘Act’). The scope of activities of the Audit Committee includes the areas laid out in Section 177 of the Act and Part C of Schedule II of SEBI (LODR) Regulations, 2015.

NOMINATION AND REMUNERATION COMMITTEE

The composition of the Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the of the SEBI (LODR) Regulations, 2015. The Chairperson of the Committee is a Non-Executive Independent Director.

COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE OF THE COMPANY:

* Cessation of Mr. Rajesh M Mahtani (DIN: 00736091) and Mr. Prem I Gidwani (DIN: 01220570) from Directorship of the Company due to expiry of Term of Independent Directorship of the Company w.e.f 31.03.2024.

**The composition of the Nomination and Remuneration Committee has been re-constituted by the Board Resolution passed in the meeting of the Board of Directors held on 15th May 2024. Mr. Lalit Doulat Advani was appointed as the Chairman of the Committee while Ms. Lata Lal Vasvani and Mr. Anand Shyam Mashruwala were appointed as Members of the Nomination and Remuneration Committee respectively.

The role of NRC includes the areas laid out in Section 178 of the Act and Part D of Schedule II of the SEBI (LODR) Regulations, 2015. The Board of Directors on recommendation of the NRC has adopted a policy for evaluation of the Board, its committees. Nomination & Remuneration Policy has been framed, adopted and implemented by the Nomination and Remuneration Committee, with broad objectives, for determining and recommending the remuneration of the Directors, KMP and Senior Management to the Board.

NOMINATION AND REMUNERATION COMMITTEE MEETINGS HELD AND ATTENDANCE OF DIRECTORS DURING THE YEAR 2023-24: -

STAKEHOLDER'S RELATIONSHIP COMMITTEE

The composition of the Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 SEBI (LODR) Regulations, 2015. The Chairman of the Committee is a Non-Executive Independent Director.

COMPOSITION OF STAKEHOLDER'S RELATIONSHIP COMMITTEE OF THE COMPANY:

* Resignation of Mr. Rajesh M Mahtani (DIN: 00736091) from Directorship of the Company due to expiry of Term of Independent Directorship of the Company w.e.f 31.03.2024.

**The composition of the Stakeholder’s Relationship Committee has been re-constituted by the Board Resolution passed in the meeting of the Board of Directors held on 15th May 2024. Ms. Sonu A. Chowdhary was appointed as the Chairperson of the Committee while Ms. Lata Lal Vasvani and Mr. Anand Shyam Mashruwala were appointed as Members of the Stakeholder’s Relationship Committee respectively.

STAKEHOLDER'S RELATIONSHIP COMMITTEE MEETINGS HELD AND ATTENDANCE OF DIRECTORS DURING THE YEAR 2023-24:

WHISTLE BLOWER POLICY / VIGIL MECHANISMS

The Company has a Whistle Blower Policy encompassing vigil mechanism pursuant to the requirements of section 177(9) of the Act and regulation 22 of the SEBI Listing Regulations. The whistle blower framework has been introduced with an aim to provide employees, directors and value chain partners with a safe and confidential channel to share their inputs about such aspects which are adversely impacting their work environment. The policy/vigil mechanism enables directors, employees and value chain partners to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy and leak or suspected leak of unpublished price sensitive information.

The detailed policy related to this vigil mechanism is available in the Company’s website at https://www.premcoglobal.eom/s/ Whistle-Blower-Policy.pdf.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has a Policy on Corporate Social responsibility (CSR) duly approved by the Board and the same has been hosted on Company’s website at https://www.premcoglobal. com/s/CSR-POLICY.pdf. The CSR budget for the Financial Year 2023-24 was prepared in accordance with the provisions of Section 135 (5) of the Companies Act, 2013 read with the Company’s CSR Policy. The amount so budgeted was fully spent on or before 31st March, 2024, the detailed report on CSR Activities/ Initiatives is enclosed as Annexure-3 to the report.

RISK MANAGEMENT FRAMEWORK

The Company’s risk management framework is based on a clear understanding of various risks, disciplined risk assessment and measurement procedures and continuous monitoring. The procedures established for this purpose are continuously benchmarked with industry best practices. The Board of Directors takes utmost care in managing all the risks assumed by the Company. The Board reviews the level and direction of major risks pertaining to market, liquidity, operational, compliance, and capital at risk as part of risk profile overview.

The Company’s business faces various risks - strategic as well as operational in respect of all its Divisions. The Company has an adequate risk management system, which takes care of identification, assessment and review of risks as well as their mitigation plans put in place by the respective risk owners. The risks which were being addressed by the Company during the year under review included risks relating to market conditions, environmental, information technology etc. The Company has developed and implemented the structured framework for proactive management of all risks related to the business of the Company and to make it more certain that growth and earnings targets as well as strategic objectives are met.

In the opinion of the Board, there is no such element of risk which may threaten the present existence of the Company.

AUDITORS

STATUTORY AUDITORS

M/s. S. P. Jain & Associates, Chartered Accountants, Mumbai (ICAI Firm Registration No. 103969W) were appointed as Statutory Auditors of the Company pursuant to the provisions of Section 139(8) and other applicable provisions, if any, of the Companies Act, 2013 as amended from time to time or any other law for the time being in force (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force), till the conclusion of the 43rd Annual General Meeting of the Company to be held in the year 2027, at such remuneration plus applicable Tax, out of Pocket Expenses in connection with the audit as the Board of Directors of the Company may fix in this behalf in consultation with the Auditors.

SECRETARIAL AUDITORS

During the year, Secretarial Audit was carried out by M/s. Sanjay Dholakia & Associates (Membership No. F2655), a firm of Company Secretaries in Practice, the Secretarial Auditor of the Company for the financial year 2023-24, Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The observations of the Secretarial Auditor are self-explanatory. The detailed report on the Secretarial Audit is annexed herewith (Annexure-4).

After closure of Financial Year, the Company has appointed M/s. Abbas Lakdawala & Associates LLP, a firm of Company Secretaries in Practice as the Secretarial Auditor of the Company for the financial year 2024-25.

COST AUDIT

The provisions of Cost audit as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the Company.

INTERNAL FINANCIAL CONTROLS

Internal Financial Controls laid down by the Company is a systematic set of controls and procedures to ensure orderly and efficient conduct of its business including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. Internal financial controls not only require the system to be designed effectively but also to be tested for operating effectiveness periodically.

The Board is of the opinion that internal financial controls with reference to the financial statements were tested and reported adequate and operating effectively. The internal financial controls are commensurate with the size, scale and complexity of operations.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually, the Independent Directors, the Chairman as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The same is found to be satisfactory.

In a separate meeting of Independent directors, performance of non - independent directors, performance of the Board as whole and performance of chairman was evaluated, taking into account views of the executive director and non - executive directors.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details Loans, guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to financial statements..

PUBLIC DEPOSITS

The Company has not accepted any deposits within the meaning of Companies Act, 2013 and the Rules made thereunder from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of Balance Sheet.

CORPORATE GOVERNANCE AND COMPLIANCE OF SECRETARIAL STANDARDS

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and as stipulated under Regulations 17 to 27 of the SEBI Listing Regulations) read with schedule II thereof. A separate report on Corporate Governance forms part of this Report along with the Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance.

The Company has complied with the Secretarial Standards issued by Institute of Company Secretaries of India on Meeting of Board of Directors and General Meetings.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the Listing regulations, the Management’s discussion and analysis report is annexed to the Annual report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Efforts persists in the Company’s endeavor to work deeply on the conservation of energy and water across all its manufacturing facilities as well as corporate office at Mumbai.

The information as required under Section 134(3)(m) of the Companies Act, 2013 read with applicable rules of the Companies Act, 2013 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

A. Conservation of Energy:

Efforts persists in the Company’s endeavor to work deeply on the conservation of energy and water across all its manufacturing facilities as well as corporate office at Mumbai.

The information as required under Section 134(3)(m) of the Companies Act, 2013 read with applicable rules of the Companies Act, 2013 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

1. The steps taken or impact on conservation of energy

Conservation of energy is of utmost significance to the Company. Every effort is made to ensure optimum use of energy by using energy- efficient computers, processes and other office equipment. Constant efforts are made through regular/ preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy.

2. The steps taken by the Company for utilizing alternate sources of energy

Company manufactures Micro Elastic tapes. These tapes require less finishing and hence less energy is consumed by heated drums.

3. The capital investment on energy conservation equipments

As explained in point No.2 above the Company do not propose any major capital investment on energy conservation equipment’s because the existing arrangement are sufficient to cater the company need and are cost effective.

Your Company firmly believes that our planet is in need of energy resources and conservation is the best policy.

B. Technology Absorption:

1. The efforts made towards technology absorption:

The Company made significant efforts towards up-gradating / modifying machines and latest technology for better productivity to reduce operating costs and wastages.

2. The benefits derived like product improvement, cost reduction, product development or import substitution:

The improved efficiency in production has resulted in substantial cost reduction due to lower wastages. The Company is endeavor to deliver best quality products at a lower cost.

3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

Company imported new technology/looms in Umbergaon Unit during current Financial Year for augment and higher capacity.

C. Foreign exchange Earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgoes during the year are:

PARTICULARS OF EMPLOYEES

A. Details of the ratio of the remuneration of each director to the median employee’s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

B. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary..

- Independent Directors are given only sitting fees.

C. Percentage increase in the median remuneration of employees in financial year 10.68%..

D. The number of permanent employees as on 31st March, 2024 was 218.

E. Company has not made any public offer in the recent previous and accordingly the comparison of public offer price and current market price would not be relevant.

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

It can be seen that increase in managerial remuneration is quite minimal as compared to last year, and the same has been approved by Nomination and Remuneration Committee. Whereas the employee’s remuneration has been increased as per market trends and in line of trade.

G. No employee’s remuneration throughout the year 2023-2024 exceeded Rupees One Crore and two Lakh or more per annum.

H. No employee employed for a part of the year is in receipt of remuneration aggregating to Rupees Eight Lakhs Fifty thousand or more per month.

I. Any shareholder interested may write to the Company Secretary for obtaining the statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further, the report and the accounts are being sent to the members excluding the aforesaid. The same is also open for inspection at the Registered Office of the Company.

J. No employee’s remuneration was in excess of the remuneration drawn by the managing director or whole-time director or manager and does not hold by himself or along with his spouse and dependent children, any equity shares more than 2% of the company.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors would like to assure the members that the Financial Statements, for the year under review, conform in their entirety to the requirements of the Companies Act, 2013.

Pursuant to Section 134(3)(c)) of the Companies Act 2013, your Directors, to the best of their knowledge and belief confirm that:

• in the preparation of the annual accounts for the year ended 31st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any;

• 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 as at March 31,2024and of the profit and loss of the company for that period;

• the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 preventing and detecting fraud and other irregularities;

• the annual accounts have been prepared on a going concern basis;

• that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

• 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.

LISTING OF SHARES

The Company’s shares are listed at BSE Ltd. and the Company has paid Listing fees to BSE Limited.

INSURANCE

All the assets of the Company are adequately insured, wherever required.

HUMAN RESOURCES

The Company treats its “human resources” as one of the most important assets. The Management of the Company lays continuous focus on human resources, who are trained and updated on various issues from time to time to attain the required standards.

The correct recruitment practices are in place to attract the best technical manpower to ensure that the Company maintains its competitive position with respect to execution. Your company continuously invests in attraction, retention and development of talent on an ongoing basis.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘PoSH Act’) and Rules framed thereunder. All employees (including trainees, apprentices and probationers) of the Company at all its locations are covered in this policy. Your Company holds a strong commitment to provide a safe, secure and productive work environment to all its employees. The Company strives to ensure that every employee is informed and compliant with all statutory policies and practices. PoSH awareness and sensitization are an integral part of this process.

Your Directors state that during the year under review there were no cases filed/pending.

TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In compliance with the provisions of Section 124 (5) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, a sum of Rs. 4.17 Lakhs & Rs.1.31 Lakhs being the dividend lying unclaimed out of the dividend declared by the Company for the Financial Year 2015-2016 were transferred to IEPF on June 12, 2023 and November 16, 2023 respectively. The details of the said unclaimed dividend transferred is available at the website of the Company at https://www.premcoglobal.com/investors.

Similarly, During the period under review 1200 Equity Shares pertaining to financial year 2015-2016 have been transferred to IEPF authorities on 3rd August 2023 vide Corporate Action in compliance with the provisions of Section 124 of the Companies Act, 2013 and Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 after sending letters to those Shareholders and also making an advertisement in the newspapers in this regard. Details of these shares transferred to IEPF are available on the website of the Company at https://www.premcoglobal.com/investors

OTHER DISCLOSURE

> Your Company has not issued any shares with differential voting.

> There was no revision in the financial statements from the end of the Financial Year to date of the Directors Report.

> Your Company has not issued any sweat equity shares.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:-

There was no application made or no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

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

As Company has not done any one-time settlement during the year under review hence no disclosure is required.

ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from all organizations connected with its business and record a deep sense of appreciation for the committed services of Staff of the Company. Your Directors are also deeply grateful for the confidence and faith shown by the Shareholders of the Company in them.

1

Cessation of Mr. Rajesh M Mahtani (DIN: 00736091) and Mr. Prem I Gidwani (DIN: 01220570) from Directorship of the Company due to expiry of Term of Independent Directorship of the Company w.e.f 31.03.2024.