డైరెక్టర్ల నివేదిక Poojaa Precision Engg. Ltd.

Your Directors have pleasure in presenting the 34th Board''s

Report of the Company together with the Audited Financial

Statements for the financial year ended March 31, 2026.

I. STATE OF COMPANY''S AFFAIRS :

During the financial year under review, the Company
continued to strengthen its position in the precision
engineering and non-ferrous casting industry by
delivering quality products and maintaining a strong
focus on operational excellence, customer satisfaction
and sustainable growth.

The Company is engaged in the business of
manufacturing, processing, buying, selling, importing,
exporting and otherwise dealing in machined non¬
ferrous castings, dies and fixtures, including aluminium,
copper and zinc-based castings, primarily catering to
the automobile, electronics, pump manufacturing and
other engineering industries.

The Directors are pleased to report that the Company
achieved satisfactory operational and financial
performance during the year under review, supported
by increased business volumes, efficient operations
and prudent financial management.

Change in Name and Conversion of the Company

Our Company was originally incorporated as a Private
Limited Company under the provisions of the
Companies Act, 1956, in the name and style of

"Pooja Castings Pvt. Ltd" pursuant to a Certificate
of Incorporation dated August 12, 1992, issued by
the Asstt. Registrar of Companies, Pune, bearing CIN
U27310MH1992PTC068151. Subsequently, pursuant
to a Special Resolution passed by our shareholders in
the Extra-Ordinary General Meeting held on December
04, 2025, the name of our Company was changed to
"Poojaa Precision Engg. Private Limited" and a fresh
certificate of incorporation pursuant to change of name
dated December 06, 2025 was issued to our Company
by the Registrar of Companies, Central Processing
Centre. Further, pursuant to a special resolution passed
by our Shareholders in the Extra-Ordinary General
Meeting held on December 08, 2025, our Company
was converted from a private limited company to
public limited company and consequently the name of
our Company was changed to "Poojaa Precision Engg.
Limited", and a fresh certificate of incorporation dated
December 12, 2025 was issued to our Company by the
Registrar of Companies, Central Processing Centre. The
CIN of the Company is U27310MH1992PLC068151.

II. FINANCIAL PERFORMANCE:

The Audited Financial Statements of the Company as
on March 31,2026, are prepared in accordance with the
relevant applicable Accounting Standards prescribed
under section 133 of the Act ("AS") and other accounting
principles generally accepted in India.

1. Previous period/year figures have been re-grouped/
re-classified wherever required.

2. There has been no change in nature of business of the
Company

Performance Highlights:

• Revenue from Operations increased to ?29,385.54
lakhs from ?22,199.93 lakhs in the previous year, regis¬
tering a growth of approximately 32.37%.

• Earnings Before Interest, Tax, Depreciation and Amor¬
tization (EBITDA) increased to ? 5636.57 lakhs from ?
3802.69 lakhs, representing a growth of approximately
48.20%.

• Profit Before Tax (PBT) stood at ?4581.41 lakhs as
against ?3050.70 lakhs in the previous financial year.

• Consequently, the Company reported a Profit After Tax
(PAT) of ?3345.18 lakhs, as compared to

?2243.81 lakhs in the previous year, reflecting a growth
of approximately 49.08%.

Overall, the Company''s improved financial perfor¬
mance during the year was driven by higher reve¬
nues and sustained operational efficiency, resulting in
healthy growth in profitability.

III. LISTING OF EQUITY SHARES:

The equity shares of the Company were not listed on
any recognised stock exchange during the financial
year ended March 31,2026.

Subsequent to the close of the financial year, the Com¬
pany successfully completed its Initial Public Offer
("IPO"), and the equity shares of the Company were
listed on the SME Platform of BSE Limited on August
4, 2026. The equity shares of the Company are traded
under the symbol "PPEL"

Consequent upon the listing of its equity shares, the
Company has become subject to the applicable pro¬
visions of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Reg¬
ulations, 2015, as applicable to entities listed on the
SME Platform of BSE Limited.

IV. DIVIDEND AND RESERVES:

The Board of Directors of the Company have not de-
clared/recommended any dividend for the Financial
year 2025-26. The Company has transferred the whole
amount of profit to Reserve & Surplus Account for the
financial year ending on March 31,2026.

V. AUTHORIZED AND PAID-UP SHARE CAPITAL:

• Change in Authorized Share Capital:

During the financial year under review, pursuant to the
approval of the shareholders at the Extraordinary Gen¬
eral Meeting held on September 16, 2025, the autho¬
rised share capital of the Company was increased from
?8,56,00,000 (Rupees Eight Crores Fifty-Six Lakhs Only)
divided into 8,56,000 (Eight Lakhs Fifty-Six Thousand)
equity shares of ?100 each to ^21,00,00,000 (Rupees
Twenty-One Crores Only) divided into 21,00,000 (Twen¬
ty-One Lakhs) equity shares of ?100 each, by the cre¬
ation of 12,44,000 (Twelve Lakhs Forty-Four Thousand)
additional equity shares of ?100 each. The additional
equity shares rank pari passu in all respects with the ex¬
isting equity shares of the Company.

Subsequently, pursuant to the approval of the share¬
holders at the Extraordinary General Meeting held on
November 07, 2025, each equity share of the face value
of ?100 was sub-divided into 10 (Ten) equity shares of
the face value of ?10 each. Consequently, the autho¬
rised share capital of the Company continued to remain
^21,00,00,000 (Rupees Twenty-One Crores Only); how¬
ever, the authorised share capital structure changed
from 21,00,000 (Twenty-One Lakhs) equity shares of
?100 each to 2,10,00,000 (Two Crores Ten Lakhs) equity
shares of ?10 each.

• Issuance of the equity shares by way of preferential
issue on private placement basis:

During the financial year under review, pursuant to
the approval of the shareholders at the Extraordinary
General Meeting held on October 14, 2025, the Board
of Directors of the Company, at its meeting held on
October 24, 2025, allotted 59,025 (Fifty-Nine Thousand
Twenty-Five) equity shares of ?100 (Rupees One Hun¬
dred Only) each at an issue price of ?3,156 (Rupees
Three Thousand One Hundred Fifty-Six Only) per equity
share, comprising a face value of ?100 and a securities
premium of ?3,056 per equity share, on a preferential
basis by way of private placement.

The preferential issue aggregated to ?18,62,82,900
(Rupees Eighteen Crores Sixty-Two Lakhs Eighty-Two
Thousand Nine Hundred Only) and was made in accor¬
dance with the applicable provisions of the Companies
Act, 2013 and the rules made thereunder.

• Issue of Bonus equity shares:

During the year under review, in order to encourage
the shareholders'' continued support, the Board has
recommended on November 06th, 2025, sum of Rs.
5,48,81,100/- (Rupees Five Crore Forty-Eight Lakhs
Eighty-One Thousand One-Hundred only) be capital¬
ized out of the reserves and distributed as fully paid
54,88,110 equity shares as bonus shares to the holders
of equity shares of Rs. 10/- each of the Company, whose
names appear in the Register of Members of the Com¬
pany on the date of allotment, in the ratio of 3:5 i.e., 3

(Three) Equity shares of Rs. 10/- for every 5 (Five) Equity
share held and that such new equity Shares so issued
shall upon allotment have the same rights of voting as
the existing equity shares and be treated for all other
purposes pari-passu with the existing Equity shares of
the Company and that the equity shares so allotted
during the financial year shall be entitled to dividend,
if any, proportionately in the year of the allotment of
these shares.

The issue of Bonus Shares has been approved by the
shareholders of the Company in the Extra-ordinary
General Meeting dated November 07th, 2025.

• Sub-Division of Equity Shares of the Company:

During the year under review, pursuant to the share¬
holders'' approval granted at the Extra-Ordinary Gener¬
al Meeting on November 07th 2025, the Issued, Sub¬
scribed and Paid-up Share Capital of the Company
was changed from 9,14,68,500/- (Nine Crores Fourteen
Lakhs Sixty Eight Thousand and Five Hundred Only)
divided into 9,14,685 (Nine Lakhs Fourteen Thousand
Six Hundred and Eighty Five) Equity Shares of 100/- (Ru¬
pees Hundred only) each to 9,14,68,500/- (Nine Crores
Fourteen Lakhs Sixty Eight Thousand and Five Hundred
Only) divided into 91,46,850 (Ninty One Lakhs Forty Six
Thousand and Eight Fifty) Equity Shares of 10/- (Rupees
Ten only) each due to sub-division of Equity Shares of
the Company.

Our fund requirements and deployment thereof are based
on internal management estimates of our current business
plans and have not been appraised by any bank or finan¬
cial institution. These are based on current conditions and
are subject to change in light of changes in external circum¬
stances or costs or in other financial conditions, business
strategy

The Authorised Share Capital of the company as on March
31, 2026 is 21,00,00,000/- (Rupees Twenty-One Crores only)
divided into 2,10,00,000 (Two Crore and Ten Lakhs only) eq¬
uity shares of 10/- (Rupees Ten only) each.

The paid-up Share Capital of the company as on March 31,
2026 is 14,63,49,600/- (Rupees Fourteen Crores Sixty Three

• Public Issue - Initial Public Offer ("IPO"):

During the year under review, pursuant to the share¬
holders'' approval granted at the Extra-Ordinary Gen¬
eral Meeting on January 05, 2026, the Company suc¬
cessfully completed its Initial Public Offering (IPO) by
issuing 53,10,000 Equity Shares (Fifty Three Lakhs Ten
Thousand ) equity shares at a price of Rs.301/- (Rupees
Three Hundred and One only) each, which includes a
premium of Rs.291/- (Rupees Two Hundred and Ninety
One only) per equity share with a face value of 10/- (Ru¬
pees Ten only) in the Meeting of Board of Directors of
the Company held on July 31,2026 , by way of listing its
securities on SME platform of Bombay Stock Exchange
(''BSE'') on August 4, 2026 .

The Directors placed on record their appreciation of
contributions made by the entire IPO team with all
the dedication, diligence and commitment which led
to successful listing of the Company''s equity shares on
the BSE SME platform. Further, the success of the IPO
reflects the trust and faith reposed in the Company by
the Investors, customers and business partners and the
Directors thank them for their confidence in the Com¬
pany.

Pursuant to the provisions of Regulation 32(7A) of the
Listing Regulations, the Company had fully utilized the
net proceeds of IPO, in objects mentioned below

Lakhs Fourty Nine Thousand and Six Hundred only) divided
into 1,46,34,960 (One Crore Forty Six Lakhs Thirty Four Thou¬
sand Nine Hundred and Sixty only) equity shares of 10/- (Ru¬
pees Ten only) each.

VI. RELATED PARTY TRANSACTIONS:

All Related Party Transactions entered into during the
financial year were in the ordinary course of business
and on an arm''s length basis and were in compliance
with the provisions of the Companies Act, 2013, the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, and the Company''s Policy on Relat¬
ed Party Transactions.

All Related Party Transactions were placed before the

Audit Committee for its prior approval. Repetitive
transactions of a routine nature were approved by the
Audit Committee through omnibus approvals in accor¬
dance with the applicable provisions of the Companies
Act, 2013 and the SEBI Listing Regulations.

During the year under review, the Company did not en¬
ter into any material Related Party Transaction requir¬
ing approval of the shareholders. Further, no Related
Party Transaction was entered into that could have a
potential conflict with the interests of the Company or
its minority shareholders.

All related party transactions entered into by the Com¬
pany during the financial year were on an arm''s length
basis and in the ordinary course of business. The details
of such transactions, as required under Section 134(3)
(h) of the Companies Act, 2013 read with Rule 8(2) of
the Companies (Accounts) Rules, 2014, are disclosed in
Form AOC-2, annexed hereto as "Annexure A"

VII. AMOUNT OF UNPAID/UNCLAIMED DIVIDEND
TRANSFER TO UNPAID DIVIDEND ACCOUNT OF THE
COMPANY:

There was no unpaid or unclaimed dividend during the
financial year. Accordingly, no amount was required to
be transferred to the Unpaid Dividend Account of the
Company.

VIII. CREDIT RATING:

During the year under review, the Company was not
required to obtain any credit rating from any Credit
Rating Agency, and accordingly, no credit rating was
obtained during the year

IX. EMPLOYEE STOCK OPTION PLAN:

In order to motivate and retain employees, align their
interests with those of the shareholders and enable
them to participate in the long-term growth and suc¬
cess of the Company, the Company has adopted an Em¬
ployee Stock Option Scheme as detailed below:

Poojaa Precision Engg. Limited Employee Stock Option
Plan, 2025 ("PPEL ESOP 2025")

Pursuant to the resolution passed by the Board of Di¬
rectors on December 15, 2025 and the approval of the
Members at the Extraordinary General Meeting held on
December 16, 2025, the Company adopted the Poojaa
Precision Engg. Limited Employee Stock Option Plan,
2025 ("PPEL ESOP 2025") with a maximum option pool
of 1,46,350 (One Lakh Forty-Six Thousand Three Hun¬
dred Fifty) equity shares.

The Scheme has been formulated in accordance with
the provisions of the Companies Act, 2013 and the Se¬
curities and Exchange Board of India (Share Based Em¬
ployee Benefits and Sweat Equity) Regulations, 2021

("SBEB & SE Regulations"), as amended from time to
time.

The Scheme is intended to reward, motivate and retain
eligible employees by providing them with an oppor¬
tunity to participate in the long-term growth of the
Company and to align their interests with those of the
shareholders. The Nomination and Remuneration Com¬
mittee ("NRC"), acting as the Compensation Committee
under the SBEB & SE Regulations, administers and su¬
pervises the implementation of the Scheme. The grant,
vesting and exercise of options shall be governed by
the terms of the Scheme and the applicable statutory
provisions

The disclosures required under the Companies Act,
2013 and the SBEB & SE Regulations, together with the
certificate issued by the Secretarial Auditor confirming
that the Scheme has been implemented in accordance
with the applicable laws and the resolutions passed by
the Board and the Members, are available on the Com¬
pany''s website at https://www.poojaaprecisionengg.
in/investor-relations and will also be available for in¬
spection by the Members during the Annual General
Meeting.

During the financial year under review, no stock op¬
tions were granted, vested, exercised or lapsed under
the PPEL ESOP 2025.

X. MATERIAL CHANGES AND COMMITMENTS AFFECT¬
ING THE FINANCIAL POSITION OF THE COMPANY:

Pursuant to Section 134(3)(l) of the Companies Act,
2013, except for the successful completion of the Ini¬
tial Public Offer ("IPO") and the listing of the Company''s
equity shares on the SME Platform of BSE Limited on
August 4, 2026, no material changes or commitments
affecting the financial position of the Company have
occurred between the end of the financial year and the
date of this Report.

XI. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2026, the Board of Directors of the
Company comprised seven (7) Directors, consisting of
three Executive Directors, one Non-Executive Non-In¬
dependent Director and Three Independent Directors.
During the financial year under review, the following
changes took place in the composition of the Board
of Directors and the Key Managerial Personnel of the
Company:

• Mr. Arvind Sadashiv Mokashi (DIN: 09305967) was ap¬
pointed as Additional Director (Non-Executive Inde¬
pendent) of the Company w.e.f. December 16, 2025. His
appointment as Director (Non Executive Independent)
was approved by the shareholders in the Extra-Ordi¬
nary General Meeting held on December 16, 2025 for a
period of 5 years.

• Mr. Viren Ajit Joshi (DIN: 01331107) was appointed as
Additional Director (Non-Executive Independent) of
the Company w.e.f. December 16, 2025. His appoint¬
ment as Director (Non Executive Independent) was ap¬
proved by the shareholders in the Extra-Ordinary Gen¬
eral Meeting held on December 16, 2025 for a period of
5 years.

• Mr. Gautam Pradyot Doshi (DIN: 11418615) was ap¬
pointed as Additional Director (Non-Executive Inde¬
pendent) of the Company w.e.f. December 16, 2025. His
appointment as Director (Non Executive Independent)
was approved by the shareholders in the Extra-Ordi¬
nary General Meeting held on December 16, 2025 for a
period of 5 years.

• Change in Designation:

• Designation of Mr. Anil Shivajirao Kulkarni (DIN:
01040844) was changed from Whole Time Director to
Chairman & Whole Time Director of the Company at the
meeting of Board of Directors on December 15, 2025
was approved by the shareholders in the Extra-Ordi¬
nary General Meeting held on December 16, 2025 for a
period of 3 years.

• Designation of Mr. Rahul Sohanlal Ranka (DIN:
01696369) was changed from Executive Director to
Whole Time Director of the Company at the meeting
of Board of Directors on December 15, 2026 was ap¬
proved by the shareholders in the Extra-Ordinary Gen¬
eral Meeting held on December 16, 2025 for a period of
3 years.

• Designation of Ms. Vaishali Dakshendra Agrawal (DIN:
01197922) was changed from Executive Director to
Non-Executive Director of the Company at the meeting
of Board of Directors on December 15, 2026 was ap¬
proved by the shareholders in the Extra-Ordinary Gen¬
eral Meeting held on December 16, 2025.

• Re-appointment of Director:

Mr. Sanket Anil Kulkarni (DIN: 02275169) was re-ap¬
pointment as Managing Director of the Company at
the meeting of Board of Directors on December 15,
2026 was approved by the shareholders in the Extra-Or¬
dinary General Meeting held on December 16, 2025 for
a period of 3 years.

• Appointment of Key Managerial Personnel (KMP):

Mr. Bhavya Dakshendra Agrawal was appointed as
Chief Finance Officer (''CFO'') of the Company w.e.f. De¬
cember 15, 2025.

During the year under review, Ms. Bhavana Phoolchand
Tak was appointed as the Company Secretary of the
Company with effect from December 15, 2025. Sub¬
sequently, she resigned from the position of Company

Secretary and Compliance Officer with effect from June
26, 2026, due to personal reasons.

Further, Ms. Shalaka Satish Khandelwal was appointed
as the Company Secretary and Compliance Officer of
the Company with effect from June 26, 2026.

• Declaration from Independent Directors:

The Company has received declarations from all the In¬
dependent Directors of your Company confirming that
they meet the criteria of independence as prescribed
under Section 149(6) of the Act and Regulation 16(1)
(b) of the SEBI Listing Regulations and there has been
no change in the circumstances which may affect their
status as an Independent Director. The Independent Di¬
rectors have also given declaration of compliance with
Rules 6(1) and 6(2) of the Companies (Appointment
and Qualification of Directors) Rules, 2014, with respect
to their name appearing in the data bank of Indepen¬
dent Directors maintained by the Indian Institute of
Corporate Affairs. The Independent Directors have also
confirmed that they have complied with the Compa¬
ny''s code of conduct.

XII. NUMBER OF MEETINGS OF THE BOARD:

Board Meetings

During the financial year 2025-26, eighteen (18) meetings of
the Board of Directors were held. The gap between any two
consecutive meetings did not exceed the period prescribed
under the provisions of Section 173 of the Companies Act,
2013 and the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.

The details of the Board Meetings held during the year
are as under:

#Appointed w.e.f. December 16, 2025
## Appointed w.e.f. December16, 2025
### Appointed w.e.f. December 16, 2025

XIII. COMMITTEES OF THE BOARD OF DIRECTORS:

During the year under review, the Board in its meeting
held on December 17, 2025, constituted various statu¬
tory committees to ensure good corporate governance
practices and to handle specific activities & ensure the
timely resolution of various issues. The Board supervis¬
es the execution of its responsibilities by the Commit¬
tees and is responsible for their action. The minutes of
all Committee meetings are presented to the Board for
review. As on March 31,2026, the composition of Com¬
mittees mentioned below:1.

Audit Committee:

The Company Secretary of our Company shall act as a
Secretary to the Audit Committee.

2. Stakeholders Relationship Committee:

The Company has formed the Stakeholders Relation¬
ship Committee as per the applicable provisions of the
Section 178(5) and other applicable provisions of the

The Company has formed an Audit Committee ("Audit
Committee"), vide Board Resolution dated December
17, 2025, as per the applicable provisions of the Section
177 of the Companies Act, 2013 read with Rule 6 of the
Companies (Meetings of Board and its Powers) Rules,
2014 and Regulation 18 of Securities and Exchange
Board of India (Listing Obligations and Disclosure Re¬
quirements) Regulations, 2015. The Board constituted
the Audit Committee on December 17, 2025. Subse¬
quently, during the financial year 2025-26 , one meet¬
ing of the Audit Committee were held on December
17, 2025. The Composition of the Audit Committee and
details of attendance of the members during FY 2025¬
26 , are given below:

Companies Act, 2013 read with Rule 6 of the Compa¬
nies (Meetings of Board and its Powers) Rules, 2014
and Regulation 20 of SEBI Listing Regulation, 2015 vide
Resolution dated December 17, 2025. The constituted
Stakeholders Relationship Committee comprises the
following:

The Company Secretary of our Company shall act as a
Secretary to the Stakeholders Relationship Committee.

During the Financial Year 2025-26, no meeting of the
Stakeholders'' Relationship Committee was held, as
there were no stakeholder grievances or other matters
requiring the consideration of the Committee.

3. Nomination and Remuneration Committee:

The Company Secretary of our Company shall act as a
Secretary to the Nomination and Remuneration Com¬
mittee.

During the Financial Year 2025-26, no meeting of the
Nomination and Remuneration Committee was held,
as no matter requiring the consideration or recommen¬
dation of the Committee arose during the year.

4. Corporate Social Responsibility Committee:

The Company Secretary of our Company shall act as a Secre¬
tary to the Corporate Social Responsibility Committee,

During the Financial Year 2025-26, no meeting of the Corpo¬
rate social Responsibility Committee was held.

Independent Directors'' Meeting:

During the Financial Year 2025-26, no separate meeting of
the Independent Directors was held, as the Company was
not listed during the said financial year and, accordingly, the
provisions relating to the meeting of Independent Directors
under Regulation 25(3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 were not appli¬
cable to the Company during the said period.

The Company has formed the Nomination and Remu¬
neration Committee pursuant to Section 178, Schedule
V and other applicable provisions of the Companies
Act, 2013 read with Rule 6 of the Companies (Meetings
of Board and its Powers) Rules, 2014 and Regulation 19
of SEBI Listing Regulation, 2015 vide Resolution dated
December 17, 2025. The Nomination and Remunera¬
tion Committee comprise the following:

The Company has constituted the Corporate Social
Responsibility Committee as per the applicable provi¬
sions of the Section 135 of the Companies Act, 2013 (as
amended or re-enacted from time to time) read with
the Companies (Corporate Social Responsibility Policy)
Rules, 2014 vide Resolution dated December 17, 2025.
The Corporate Social Responsibility Committee com¬
prises the following:

Board Evaluation:

The Board of Directors is responsible for evaluating its own
performance, the performance of its Committees and that of
the Individual Directors in accordance with the applicable
provisions of the Companies Act, 2013 and the SEBI (List¬
ing Obligations and Disclosure Requirements) Regulations,
2015.

During the Financial Year 2025-26, no annual performance
evaluation of the Board of Directors, its Committees and the
Individual Directors was carried out, as the provisions relat¬
ing to such evaluation were not applicable to the Company
during the year.

Subsidiaries, Joint Ventures and Associate companies:

As on March 31, 2026, is the Company does not have any
other Subsidiaries, Associates and Joint Ventures.

XIV. AUDITORS AND AUDITOR''S REPORT:

• Statutory Auditors

M/s S. Gautam & Associates LLP, Chartered Accountants
(Firm Registration No. 126944W/W100295), were ap¬
pointed as the Statutory Auditors of the Company on
September 30, 2025. Subsequently, they tendered their
resignation from the office of Statutory Auditors with
effect from October 28, 2025.

Consequent to the resignation of M/s S. Gautam & As¬
sociates LLP, the Board of Directors, based on the rec¬
ommendation of the Audit Committee, appointed M/s
Borkar & Muzumdar, Chartered Accountants (Firm Reg¬
istration No. 101569W) (Peer Review No. 019723), as
the Statutory Auditors of the Company to fill the casual
vacancy caused by such resignation.

The appointment was approved by the Members at the
Extra-Ordinary General Meeting held on November 07,
2025, and they hold office until the conclusion of the
ensuing Annual General Meeting.

Pursuant to Sections 139 and 141 of the Act read with
the Companies (Audit and Auditors) Rules 2014, the au¬
ditors have furnished a certificate of their eligibility and
consent as the Auditors of the Company.

• Statutory Auditors'' observations in Audit Report:

The Audit Report submitted by statutory auditors for
the financial year ended March 31, 2026 does not con¬
tain any qualifications, reservations, adverse remarks or
disclaimers.

• Secretarial Auditor:

The provisions of Section 204 of the Companies Act,
2013 read with the Companies (Appointment and Re¬
muneration of Managerial Personnel) Rules, 2014 relat¬
ing to Secretarial Audit were not applicable to the Com¬
pany during the Financial Year 2025-26. Accordingly,
the Company was not required to obtain a Secretarial
Audit Report in Form MR-3 for the said financial year.

Further, for F.Y. 2026-27 the Board has recommended
appointment of M/S SIUT & CO. LLP , Company Secre¬
taries (Peer review No. 5460/2024) as a Secretarial Audi¬
tor of the Company.

• Cost Records and Cost Audit:

The Company is required to maintain cost records as
prescribed under Section 148(1) of the Companies Act,
2013 read with the Companies (Cost Records and Audit)
Rules, 2014. The provisions relating to cost audit under

Section 148 of the Companies Act, 2013 are applicable
to the Company for the financial year 2026-27.

Accordingly, the Board of Directors of the Company,
at its meeting held on 31st July 2026, on the recom¬
mendation of the Audit Committee, approved the ap¬
pointment of CMA Ashwini Nande (Membership No.
M-24870) as the Cost Auditor of the Company for the
financial year 2026-27,* Internal Auditor:

M/s S. Gautam & Associates LLP, Chartered Accoun¬
tants (Firm Registration No. 126944W/W-100295) was
appointed as an Internal Auditor of the Company for
Financial Year 2025-26 in the Board meeting dated No-
Dember 25, 2025.

• Reporting of Frauds by Auditors

During the financial year under review, the Statutory
Auditor have not reported any instance of fraud com¬
mitted in the Company by its officers or employees un¬
der Section 143(12) of the Companies Act, 2013.

XV. PARTICULARS OF EMPLOYEES AND REMUNERA¬
TION:

The information required under Section 197 of the Act,
read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
relating to percentage increase in remuneration, ratio
of remuneration of each Director and Key Managerial
Personnel (KMP) to the median of employees'' remuner¬
ation are provided in "Annexure-B" of this report. The
statement containing particulars of employees, as re¬
quired under Section 197 of the Act, read with the rules
made thereunder, as amended from time to time, are
not applicable to the Company as none of the employ¬
ees has received remuneration above the limits spec¬
ified in the rule 5(2) & (3) of the Companies (Appoint¬
ment & Remuneration of Managerial Personnel) Rules,
2014 during the financial year 2025-26.

XVI. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has always been following its core phi¬
losophy of serving society. As per the Criteria of Sec¬
tion 135 of Companies act, 2013, the board is required
to constitute a CSR Committee of members, who will
manage the CSR activities as specified in Schedule VII
to the Companies Act, 2013 to be undertaken by the
company. The Board has also adopted the CSR Policy,
which is available on the website of the Company at
https://www.poojaaprecisionengg.in/investor-rela-
tions/.

The Annual Report on CSR activities is annexed as "An-
nexure-C" to this report.

The Company has spent more than 2% of the average
net profits of the Company, during the three years im¬
mediately preceding financial year. The Chief Financial
Officer of the Company has certified that CSR spends
of your Company for FY26 have been utilized for the
purpose and in the manner approved by the Board of
the Company.

XVII. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for
the year under review, as stipulated under the SEBI List¬
ing Regulations, is presented in a section forming part
of this Annual Report as "Annexure-D"

XVIII. CORPORATE GOVERNANCE REPORT:

The Company understands and respects its fiduciary
role and responsibility towards its stakeholders and so¬
ciety at large and strives to serve their interests, result¬
ing in creation of value for all its stakeholders. The Com¬
pany has been listed on SME Emerge Platform of BSE
on August 04, 2026 and by virtue of Regulation 15 of
SEBI (Listing obligations and disclosure requirements)
Regulations, 2015 ("LODR") the compliance with the
corporate governance provisions as specified in Regu¬
lation 17 to 27 and clauses (b) to (i) of sub-regulation (2)
of Regulation 46 and Para C, D and E of Schedule V are
not applicable to the Company. Hence, the Corporate
Governance Report does not form part of this Annual
Report.

XIX. INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY:

The Company has put in place adequate, strong and
effective internal control systems with best processes
commensurate with its size and scale of operations
which ensures that all the assets are safeguarded and
protected and that the transactions are authorized re¬
corded and reported correctly. The internal audit cov¬
ers a wide variety of operational matters and ensures
compliance with specific standard with regards to
availability and suitability of policies and procedures.
During the year no reportable material weakness in the
design or operation were observed.

XX. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy and
has established the necessary vigil mechanism for Di¬
rectors and employees in confirmation with Section
177 of the Act and Regulation 22 of SEBI Listing Regu¬
lations, to facilitate reporting of the genuine concerns
about unethical or improper activity, without fear of
retaliation. The vigil mechanism of the Company pro¬
vides for adequate safeguards against victimization of
Directors and employees who avail of the mechanism
and also provides for direct access to the Chairman of
the Audit Committee in exceptional cases. The said pol¬
icy is uploaded on the website of the Company https://
www.poojaaprecisionengg.in/investor-relations/.

During the year under review, the Company has not re¬
ceive any complaint under the whistle blower policy.

XXI. ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the draft annu¬
al return as on March 31,2026, prepared in accordance
with Section 92(3) of the Act is made available on the
website of the Company and can be assessed using the
link https://www.poojaaprecisionengg.in/investor-re-
lations/.

XXII. PARTICULARS OF LOANS, GUARANTEES OR INVEST¬
MENTS:

The particulars of loans, guarantees and investments
made by the Company during the year under review,
as applicable, are disclosed in the Notes forming part of
the Financial Statements.

XXIII. BOARD POLICIES:

The details of various policies approved and adopted
by the Board as required under the Act and SEBI Listing
Regulations are available on the website of the Compa¬
ny at https://www.poojaaprecisionengg.in/investor-re-
lations/.

XXIV. POLICY ON DIRECTORS'' APPOINTMENT AND RE¬
MUNERATION:

Pursuant to Section 178(3) of the Act, the Company
has framed a Policy on Nomination, Remuneration and
Evaluation of Directors'' appointment and other mat¬
ters which is available on the website of the Company
at https://www.poojaaprecisionengg.in/investor-rela-
tions/.

XXV. HEALTH, SAFETY & ENVIRONMENT POLICY:

The Company has recognized, health management, oc¬
cupational safety and environment protection (HSE) as
one of the most important elements in the organiza¬
tion''s sustainable growth and has closely linked it to its
cultural values. Company continually strives to create a
safe working environment by being responsive, caring
and committed to the various needs governing the se¬
curity and well-being of employees. The HSE policy has
been reviewed by the company and is also available on
the Company''s website .

XXVI. CODE FOR PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct to reg¬
ulate, monitor and report trading by Designated Per¬
sons and their Immediate Relatives in accordance with
the provisions of the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015,
as amended from time to time.

The Code lays down the procedures to be followed by

Designated Persons while trading in the Company''s se¬
curities and for handling and dissemination of Unpub¬
lished Price Sensitive Information (UPSI). The Company
has also implemented adequate internal controls, in¬
cluding maintenance of a Structured Digital Database
(SDD), to ensure compliance with the applicable provi¬
sions of the SEBI (Prohibition of Insider Trading) Regu¬
lations, 2015.

The Code of Conduct and the Code of Practices and
Procedures for Fair Disclosure of Unpublished Price
Sensitive Information are available on the Company''s
website https://www.poojaaprecisionengg.in/inves-
tor-relations/.

XXVII. RISK MANAGEMENT:

The Company has a structured Risk Management
Framework, designed to identify, assess and mitigate
risks appropriately. The Board has formed a Risk Man¬
agement Committee (RMC) to frame, implement and
monitor the risk management plan for the Company.
The RMC is responsible for reviewing the risk manage¬
ment plan and ensuring its effectiveness. The Audit
Committee has additional oversight in the area of fi¬
nancial risks and controls. The major risks identified by
the businesses are systematically addressed through
mitigation actions on a continual basis.

XXVIII. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board, to the
best of their knowledge and based on the information
and explanations received from the Company, confirm
that:

I. in the preparation of the annual accounts, the ap¬
plicable accounting standards have been followed
along with proper explanation relating to material
departures;

II. they 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 of the company for that period;

(C) Foreign exchange earnings and Outgo:

III. they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Act, for safe¬
guarding the assets of the company and for pre¬
venting and detecting fraud and other irregulari¬
ties;

IV. they have prepared the annual accounts on a going
concern basis;

V. they have laid down internal financial controls to
be followed by the company and that such internal
financial controls are adequate and were operating
effectively;

VI. they have devised proper systems to ensure com¬
pliance with the provisions of all applicable laws
and that such systems were adequate and operat¬
ing effectively.

1. DISCLOSURE UNDER RULE 8/8A OF COMPANIES AC¬
COUNTS RULES 2014:

(A) Conservation of energy:

Considering the nature of business activities carried
out by the Company, the Company takes out all efforts
to save and conserve the energy with regard to conser¬
vation of energy as required under Section 134 (3)(m)
of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014.

Implementation of the measures of switching off the
machineries, lights, office equipment during food
break and interval times have resulted in energy saving.

The Company is constantly reviewing further measures
to reduce energy consumption.

(B) Technology absorption:

The Company is using the latest technology available
in the industry, keeping in mind the indigenous condi¬
tions. Accordingly, the Company has latest equipments
and its personnel are trained from time to time, on the
use of such sophisticated equipments.

Adoption of process integration and low-cost automa¬
tion in manufacturing process.

(G) Details Of Significant And Material Orders Passed
By Regulators Or Courts Or Tribunals Impacting Go¬
ing Concern Status And Company''S Operations In
Future:

There have been no significant or material orders
passed by any regulators, courts, or tribunals during
the period under review which would impact the going
concern status of the Company or its future operations.

(H) A statement indicating the manner in which formal
annual evaluation has been made by the Board of
its own performance and that of its committees and
individual directors:

Not Applicable.

(I) Disclosure for compliance with other statutory
laws :

The Company has not received any complaint on sexual
harassment during the year under review.

DISCLOSURES AS PER THE MATERNITY BENEFIT ACT:

b) Statement that company has complied with Maternity
Benefit Act: The Company affirms that it has duly com¬
plied with all provisions of the Maternity Benefit Act,
1961, and extended all statutory benefits to eligible
women employees during the year. However, no such
case arose during the year under review.

- DISCLOSURES AS PER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

The 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 Ha¬
rassment of Women at Workplace (Prevention, Prohibi¬
tion and Redressal) Act, 2013 and the Rules thereunder
for prevention and redressal of complaints of sexual ha¬
rassment at workplace.

(a) A statement that the company has complied with provi¬
sions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013.

(J) Number of employees as on the closure of financial
year:

As of March 31, 2026, we had 236 permanent employ¬
ees. We place emphasis on the training of our employ¬
ees to enable them to develop their skills and to meet
the challenges of a dynamic competitive environment.
Below are the details of the department-wise employ¬
ees of the company

2. RESEARCH AND DEVELOPMENT:

The Research and Development efforts of the Company
are focused on:

• Developing Eco-friendly, sustainable, energy efficient,
low carbon foot-print technologies.

• Developing Technological products by innovative way
for Engineering and Industrial applications.

• Developing Products at optimal cost.

3. SECRETARIAL STANDARDS OF THE ICSI:

Pursuant to Section 118 (10) of the Companies Act,
2013, every Company shall observe secretarial stan¬
dards with respect to Board and General Meetings
specified by the Institute of Company Secretaries of
India constituted under section 3 of the Company Sec¬
retaries Act, 1980 (56 of 1980), and approved as such by
the Central Government.

The Company is in compliance with the Secretarial

Standards on Meetings of Board of Directors (SS-1) &
General Meetings (SS-2), as issued and amended, by the
Institute of Company Secretaries of India ("the ICSI").

4. REVISION OF FINANCIAL STATEMENTS OR BOARD''S
REPORT:

The Company has not made any modification or alter¬
ation in its Financial Statements/Board''s Report in re¬
spect of last three Financial Year.

ACKNOWLEDGEMENT:

The Directors wish to express their gratitude to the bankers,
financial institutions, government and regulatory authori¬
ties, customers, suppliers, business partners, shareholders
and all other stakeholders who have supported the Compa¬
ny, directly or indirectly, throughout the year.

The Directors also extend their sincere appreciation to all
employees of the Poojaa Precision Engg Limited at every
level, for their dedicated efforts and ongoing contributions,
which have been instrumental in fostering the Company''s
success and growth.

For and on behalf of Board of Directors

For POOJAA PRECISION ENGG. LIMITED

(Formerly Known as POOJA CASTINGS PRIVATE LIMITED)

ANIL SHIVAJIRAO KULKARNI RAHUL SOHANLAL RANKA

CHAIRMAN & WHOLETIME DIRECTOR WHOLE-TIME DIRECTOR

DIN: 01040844 DIN: 01696369

PLACE: PUNE

DATE: AUGUST 17,2026