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డైరెక్టర్ల నివేదిక Poojawestern Metaliks Ltd.

Mar 31, 2025

Your Board of Directors are pleased to share with you the 9^th Annual Report on the business and operations of the Company along with the summary of Audited standalone and consolidated Financial Statements for the Financial Year ended March 31, 2025.

FINANCIAL HIGHLIGHTS:

The audited financial statements of the Company as on March 31, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards (âInd ASâ) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) and the provisions of the Companies Act, 2013 (âActâ).

The summarized financial highlights are depicted below: (Amount in lakhs)
Particulars	Standalone		Consolidated
Particulars	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from operations	5036.57	6129.12	5036.58	6129.21
Other income	108.35	78.22	108.35	78.18
Total Income	5144.94	6207.34	5144.94	6207.39
Less: Total Expenses before Depreciation, Finance Cost and Tax	4678.90	5715.57	4678.90	5715.57
Operating Profits before Depreciation, Finance Cost and Tax	466.04	491.77	466.04	491.82
Less: Finance cost	150.85	143.25	150.85	143.25
Less: Depreciation	102.38	109.57	102.38	109.57
Profit / (Loss) Before Tax	212.81	238.95	212.81	239.00
Less: Current Tax	70.42	72.05	70.42	72.50
Less: MAT Credit	-	-	-	-
Less: Deferred Tax	(13.04)	(8.05)	(13.04)	(8.05)
Profit/ (Loss) after tax (PAT)	155.43	174.50	155.43	174.55
Earnings per Equity Share	1.53	1.72	1.53	1.72

BUSINESS OVERVIEW & FINANCIAL PERFORMANCE:

STANDALONE FINANCIAL PERFORMANCE OF THE COMPANY

The total income of your Company for the year ended March 31, 2025 was Rs. 5144.94 Lakh as against the total income of Rs. 6207.34 Lakh for the previous year ended March 31, 2024. The Total Income of your company decreased by approximately 17.11% over the previous year. The decrease in Total Income during the year under review is primarily attributable to lower sales volume and reduced demand from key sectors, coupled with increased market competition and pricing pressures. Whereas, the revenue from operations of your company decreased to Rs. 5036.57 as against Rs. 6129.12

Lakhs in the previous year. The revenue from operations decreased by 17.82% over the previous year.

During the year under review, your Company has earned Profit Before Tax of Rs. 212.81 Lakhs as compared to the Profit before tax of Rs. 238.95 Lakhs in the previous year. Further, the profit after tax of your company is of Rs. 155.43 Lakhs as compared to Profit after tax of previous year of Rs. 174.50 Lakhs. Earnings per share stood at Rs. 1.53 on face value of Rs. 10/- each.

CONSOLIDATED FINANCIAL PERFORMANCE OF YOUR COMPANY

The Consolidated Financial Statements presented by your Company includes the financial results of Sierra Metal

Industries Private Limited (Formerly known as Sierra Automation Private Limited), the Wholly Owned Subsidiary.

The Consolidated Financial Statements of your Company for the FY 2024-25 are prepared in compliance with applicable provisions of the Companies Act, 2013, Ind AS and SEBI Listing Regulations; which forms part of this Annual Report.

During the year under review, the Consolidated Revenue from Operations is Rs. 5036.58 Lakhs as compared to Rs. 6129.21 Lakhs, which is the same as per standalone as the Subsidiary company has not yet commenced it business operations. And the Consolidated Profit Before Tax for the current year is Rs. 212.81 Lakhs, resulting into Profit After Tax of Rs. 155.43 Lakhs.

DIVIDEND:

Your directors have recommended a dividend of Re. 1/-(Rupees One Only) per Equity share having face value of Rs. 10/- each (10% of face value) for the financial year ended March 31, 2025 (previous year Re. 1/-) subject to the approval of members in the ensuing Annual General Meeting. The dividend, if approved by the shareholders, would involve a cash outflow of Rs. 101.42 Lakhs.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The dividend, if declared, shall be subject to deduction of income tax at source. Your Company shall, accordingly, make the payment of the final Dividend after deduction of tax at source.

The details of unclaimed or unpaid Dividends as on March 31, 2025 has been mentioned below in this Report.

UNCLAIMED DIVIDEND:

In terms of the Section 124 and 125 of the Act read with Investor Education and Protection Fund Authority (Accounting, Auditing, Transfer and Refund) Rules, 2016 (IEPF Rules), the dividend amount that remains unclaimed for a period of seven years or more is required to be transferred to the IEPF administered by the Central Government, along with the corresponding shares to the demat account of IEPF Authority.

As required in terms of the Secretarial Standard on Dividend (SS-3), details of unpaid dividend account and due dates of transfer to the IEPF is given below:

Financial

year

Date of Declaration of Dividend

Due Date for transfer to IEPF

2023-24

September 30, 2024

30/10/2031

2022-23

September 30, 2023

30/10/2030

*Any transfer to the IEPF shall be made within thirty days from the expiry of seven years from the date of transfer of unpaid or unclaimed Dividend to the Unpaid Dividend Account.

The shareholders may note that both the unclaimed dividend and corresponding shares transferred to the IEPF Authority including all benefits accruing on such shares, if any, can be claimed back by them from IEPF Authority after following the procedure (i.e. an application in E-form No. IEPF-5) prescribed in the IEPF Rules. Shareholders may refer Rule 7 of the said IEPF Rules for refund of shares / dividend etc.

TRANSFER TO GENERAL RESERVE:

During the year under review, your Company has not transferred any amount in Reserve and Surplus and the Board does not propose to transfer any amount to General Reserves. However, the company had apportioned Rs. 101.42 Lakhs from General Reserve towards payment of Dividend.

CHANGE IN NATURE OF BUSINESS:

During the year under review, your Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

SHARE CAPITAL:

Authorized Capital

During the year under review, there were no changes in the Authorized Capital of your Company:

â¢ The Authorized Capital of your Company is Rs. 21,00,00,000 (Rupees Twenty-One Crore Only) divided into 21000000 (Two Crore Ten Lakhs) Equity Shares of Rs.10.00 (Rupees Ten Only) each.

Issued, Subscribed & Paid-Up Capital

During the year under review, there were no changes in the Issue, Subscribed & Paid-up Capital of your Company:

â¢ The Issue, Subscribed & Paid-up Capital of your Company is Rs. 10,14,20,000 (Rupees Ten Crore Fourteen Lakh Twenty Thousand Only) divided into 10142000 (One Crore One Lakh Forty-Two Thousand) Equity Shares of Rs.10.00 (Rupees Ten Only) each.

Alteration of the Articles of Association of the company and Memorandum of Association:

During the year under review, there were no amendments or alterations made to the Memorandum of Association or the Articles of Association of the Company. The existing charter documents of the Company remain unchanged and continue to be in force.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board

As of March 31, 2025, your Companyâs Board had eight members comprising of four Executive Directors, and four

Non-Executive and Non-Independent Directors including one Woman Director. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Integrated Annual Report.

In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of your Companyâs business for effective functioning. The key skills, expertise and core competencies of the members of the Board are detailed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Board Meeting

Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly results of the Company. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company.

During the year under review, Board of Directors of the Company met 10 (Ten) times, viz May 23, 2024, July 15, 2024; August 13, 2024; August 20, 2024; September 02, 2024; September 04, 2024; October 03, 2024; October 19, 2024; December 07, 2024; February 13, 2025.

The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the Corporate Governance Report, which forms part of this Annual Report.

Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, your Company has Four Non-Executive Independent Directors. In the opinion of the Board of Directors, all four Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are Independent of Management.

The Independent Directors met on February 13, 2025, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, 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 management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at https://www.poojametal.com/assets/img/investors/13-policy/T-C-of-Independent-Directors.pdf.

Familiarization Program for Independent Directors

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Companyâs Procedures and practices. The Company has through presentations at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company and Brass Industry as a Whole and the business model. The details of such familiarization programmes imparted to Independent Directors can be accessed on the website of the Company at https://www.poojametal.com/assets/img/inves tors/13-

policy/FAMILIARIZATION%20PROGRAMMES %20QF%2 0INDEPENDENT%2 0DIRECTQR%2 0 FOR%202024-25.pdf.

APPOINTMENT / CESSATION / CHANGE IN DESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, there were no changes in the Board of Directors or in the composition of the Key Managerial Personnel.

A. Retirement by rotation and subsequent reappointment

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Vivek Sunil Panchmatiya (DIN: 07427929), Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board, on recommendation of Nomination and Remuneration Committee of the Company, recommends the re-appointment of Mr. Vivek Sunil Panchmatiya (DIN: 07427929) as Director for your approval.

Brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of AGM.

KEY MANAGERIAL PERSONNEL:

As on the date of this report, the following are Key Managerial Personnel (âKMPsâ) of the Company as per Sections 2(51) and 203 of the Act:

â¢ Mr. Sunil Devram Panchmatiya as Chairman and Managing Director

â¢ Mr. Anil Devram Panchmatiya as Whole Time Director of the Company

â¢ Mr. Hitesh Rasiklal Khakhkhar as Chief Financial Officer

â¢ Mr. Tejus Rameshchandra Pithadiya as Company Secretary & Compliance Officer of the Company

Further, there was no change in the Key Managerial Personnel of your Company during FY 2024-25.

PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

â¢ The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

â¢ The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

â¢ The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

â¢ In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of theboard as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DIRECTORSâ 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 management of your Company, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and that no material departures have been made from the same;

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 or loss of the Company for that year;

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 year ended March 31, 2025 on going concern basis.

e) The Directors had laid down the 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.

COMMITTEES OF BOARD:

In compliance with the requirement of applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the âSEBI (LODR) Regulations, 2015 ) and as part of the best governance practice, the Company has constituted following Committees of the Board.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Right Issue Committee

Details of all the committees such as terms of reference, composition and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Vigil Mechanism

Your Company has established a Vigil Mechanism and formulated a Whistle Blower Policy to provide a secure and confidential platform for employees to report concerns related to unethical behavior, actual or suspected fraud, or violations of the Companyâs Code of Conduct.

The policy fosters a culture of openness and accountability by encouraging employees to raise genuine concerns or grievances without fear of retaliation. Adequate safeguards are in place to protect whistle blowers from any form of victimization for reporting such concerns in good faith.

In exceptional cases, the policy provides for direct access to the Chairman of the Audit Committee, ensuring impartial handling of critical matters. The Audit Committee periodically reviews the functioning and effectiveness of the vigil mechanism.

During the year under review, no whistle blower was denied access to the Audit Committee.

The Whistle Blower Policy is available on the Companyâs website and can be accessed at

https ://www.poojametal .com /assets/img/investors/13-policy/ Whistle-Blower-Policy.pdf.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION:

Pursuant to Section 178(3) of the Act, your Company has framed a policy on Directorsâ appointment and remuneration and other matters (âRemuneration Policyâ) which is available on the website of your Company at https://www.poojametal.com/assets/img/investors/13-policy/Nomination-Remuneration-Committee-Policy.pdf.

The Remuneration Policy for selection of Directors and determining Directorsâ independence sets out the guiding principles for the NRC for identifying the persons who are qualified to become the Directors. Your Companyâs Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

REMUNERATION OF DIRECTORS:

The details of remuneration/sitting fees paid during the FY 2024-25 to Executive Directors/Directors of the Company is provided in Annual Return, i.e. Form MGT-7 which is uploaded on website of Company, i.e. at https://www.poojametal.com/investors-05-annual-return.html and in Corporate Governance Report forming part of this report.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits during the current reporting period in terms of provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules made thereunder.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement for the year ended on March 31, 2025.

ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2025 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the https: // www.pooj ametal. com/investors-05 -annual -return.html.

TRANSACTIONS WITH RELATED PARTIES:

All transactions with related parties are placed before the Audit Committee for its prior approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

All transactions with related parties entered into during the year under review were at armâs length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Companyâs Policy on Related Party Transactions.

In terms of requirements of SEBI Listing Regulations, only Independent Directors vote on the related party transactions.

During the financial year 2024â25, There were no material related party transactions, i.e., transactions exceeding 10% of the annual consolidated turnover of the Company as per the last audited financial statements. Also, your Company has not entered into any contracts, arrangements or transactions that fall under the scope of Section 188 (1) of the Act. Accordingly, the prescribed Form AOC-2 is not applicable to your Company for FY25 and hence does not form part of this report.

The Companyâs policy on Related Party Transactions provides clear guidance on identifying related parties, setting materiality thresholds, obtaining necessary approvals, and ensuring appropriate disclosures in line with statutory requirements. The policy is reviewed periodically by the Board and is available on the Companyâs website at:https:/ /www.poojametal.com/assets/img/investors/1 3-policy/Policy-Related-Party-Transaction- 1.pdf.

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY:

The Company recognizes that while business risks cannot be completely eliminated, proactive efforts are made to identify, assess, and mitigate their potential impact on operations. To this end, robust internal control systems have been instituted across all operational areas to ensure that the Companyâs activities are aligned with its strategic objectives and that resources are utilized optimally. These controls are designed to provide reasonable assurance regarding the effectiveness and efficiency of operations, the reliability of financial reporting, and compliance with applicable laws and regulations.

In addition to internal control mechanisms, the Company has implemented a well-defined and structured internal audit system, carried out by an independent, reputed firm of Chartered Accountants. The internal audit is conducted in accordance with an audit plan, which is reviewed annually in consultation with the statutory auditors and the Audit Committee. The audit process focuses on strengthening internal controls and evaluating the Companyâs risk management framework to ensure effective governance across functions.

The statutory audit of the financial statements for the year ended March 31, 2025, was conducted by M/s. DGMS & Co., Chartered Accountants (Firm Registration No. 0112187W).

As part of their engagement, they have also provided a report on the Companyâs internal financial controls over financial reporting, in accordance with the requirements of Section 143 of the Companies Act, 2013, which is annexed as Annexure B to the Audit Report.

The Audit Committee of the Board plays a critical role in overseeing the Companyâs internal control and risk management systems. It reviews reports submitted by both the management and the internal auditors, evaluates the statutory auditorâs findings, and ensures appropriate corrective measures are implemented. The Committee also engages directly with the statutory auditors to assess the adequacy and effectiveness of the internal control environment. Based on its review and evaluation, as required under Section 177 of the Companies Act, 2013, the Audit Committee has concluded that the Companyâs internal financial controls were adequate and operating effectively as of March 31, 2025.

MATERIAL CHANGES AND COMMITMENT:

During the financial year under review, there have been no material changes or commitments that would affect the financial position of the Company.

After, Closure of financial year, the Company had incorporated a new wholly owned subsidiary company named Brasscraft Engineering Private Limited on June 21, 2025.

Except for the above, there have been no other material changes and commitments affecting the financial position of the Company and its subsidiaries between the end of the financial year and the date of this report.

PARTICULAR OF EMPLOYEES:

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the ratio of the remuneration of each director to the median remuneration of the employees is annexed to this Report as Annexure A.

Further, the information required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the said Rules, in respect of the top ten employees in terms of remuneration drawn and other particulars of employees, is not applicable to the Company during the year under review. Accordingly, no separate annexure in this regard has been included as part of this Report.

In compliance with the provisions of Section 136 of the Companies Act, 2013, the report and financial statements are being sent to the members excluding the aforementioned details. However, the said information is available for electronic inspection by members. Any shareholder who wishes to obtain a copy of the same may write to the Company Secretary of the Company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During the period under review, the provisions of Section 135 of the Companies Act, 2013, relating to Corporate Social Responsibility (CSR) were not applicable to the Company. Accordingly, the Board of Directors has not constituted a Corporate Social Responsibility (CSR) Committee.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES AND LLP:
As on March 31, 2025, your Company has following subsidiary:
Sr. No.	Name	Address of Registered Office	Nature of Business
1.	Sierra Metal Industries Private Limited (Formerly known as Sierra Automation Private Limited) (Wholly Owned Subsidiary)	R/S. 86/2, Nr DTPL, Nr. Bhavani Extrusion, Jamnagar- 361004, Gujarat.	The Company is engaged in the business of Manufacturing of fabricated metal products, except machinery and equipments as its principal business activity.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Integrated Annual Report as

Annexure B.

In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company at https://www.poojametal.com/investors-04-financials-of-subsidiary.html.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To promote a safe, inclusive, and respectful work environment, the Company has implemented the Anti-Sexual Harassment Initiative (ASHI) framework, in accordance with

the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. This framework is aimed at preventing and addressing instances of sexual harassment across all workplaces of the Company.

The Company follows a gender-neutral approach in handling complaints and is committed to ensuring complete confidentiality, fairness, and non-retaliation throughout the complaint redressal process. An appropriately constituted Internal Complaints Committee (ICC) is in place at all locations, in accordance with statutory requirements, to investigate and address any complaints related to sexual harassment.

During the financial year 2024â25:
a.	Number of complaints filed during the financial year	Nil
b.	Number of complaints disposed of during the financial year	Nil
c.	Number of complaints pending as on end of the financial year	Nil

The Companyâs Anti-Sexual Harassment Policy, as approved by the Board of Directors, is available on the Companyâs website and can be accessed at:

https://www.poojametal.com/assets/img/investors/13-

policy/new/anti-sexual-harassment-policy.pdf

COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961:

The company is in Compliance with the Maternity Benefit Act, 1961. However, no maternity benefit was claimed 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:

No such instances occurred during the financial year.

RISK MANAGEMENT:

The Company has established a well-defined Risk Management framework that encompasses risk identification, mapping, trend analysis, exposure assessment, and mitigation planning. This framework is designed to proactively address both business and non-business risks that may impact the Company''s performance or operations. The primary objective of the risk management mechanism is to minimize the potential impact of identified risks through timely and effective mitigation strategies. The system operates on the principles of risk probability and potential impact, enabling the Company to prioritize and respond to risks based on their severity and likelihood of occurrence.

A comprehensive exercise is conducted at regular intervals to identify, evaluate, monitor, and manage various internal and external risks. This structured approach helps in enhancing decision-making, protecting stakeholder interests, and supporting the achievement of organizational objectives.

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

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, the information relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo for the financial year under review is provided below:

(A) Conservation of energy -

i. The steps taken or impact on conservation of energy:

The Company continues to emphasize energy efficiency across its operations and ensures that processes are conducted with a focus on optimum utilization and conservation of energy resources.

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

â¢ Replacing Conventional Induction Furnaces with Energy-Efficient Electric Arc Furnaces (EAFs)

â¢ Implementing Waste Heat Recovery Systems in Foundries

â¢ Optimizing Furnace Insulation and Heating Elements

â¢ Implementing Variable Frequency Drives (VFDs) for Motors in Cooling Systems and Pumps

â¢ Utilizing LED Lighting and Smart Control Systems in Manufacturing Plants

â¢ Adopting Air-to-Air Heat Exchangers for Foundries and Smelting Operations

â¢ Optimizing Water Use with Closed-Loop Cooling Systems

iii. The capital investment on energy conservation equipment:

No specific investment has been made in reduction in energy consumption.

(B) Technology absorption -

i. The effort made towards technology absorption: Not Applicable.

ii. The benefit derived like product improvement, cost reduction, product development or import substitution:

Not Applicable

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NotApplicable

a) The details of technology imported: Nil.

b) The year of import: Not Applicable.

c) Whether the technology has been fully absorbed: Not Applicable.

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable.

e) The expenditure incurred on Research and Development: Nil

f) Foreign Exchange Earnings & Expenditure:

Particulars	FY 2023-24	FY 2024-25
Details of Foreign Exchange Earnings Details of Foreign Exchange Expenditure	1765.83 Lakhs	2463.76 Lakhs
	1627.77 Lakhs	2568.57 Lakhs

CORPORATE GOVERNANCE:

Your Company is committed to maintain high standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Integrated Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of corporate governance, as stipulated.

As per the requirements of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Report on Corporate Governance, along with a certificate from a Practicing Company Secretary confirming compliance with the applicable conditions of Corporate Governance, forms part of this Annual Report and is annexed to the Boardâs Report as Annexure C.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) read with Part B of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms an integral part of this Annual Report and is annexed to the Boardâs Report as Annexure D.

STATUTORY AUDITOR AND THEIRREPORT:

M/s. DGMS & Co., Chartered Accountants (FRN: 0112187W), Jamnagar, were appointed as the Statutory

Auditors of the Company for a period of four consecutive years at the Annual General Meeting held on September 29, 2022. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The Notes to the financial statements referred in the Auditorsâ Report are self-explanatory.

The Notes to the financial statements referred in the Auditorsâ Report are self-explanatory.

INTERNAL AUDITOR:

In accordance with Section 138 of the Companies Act, 2013, the Company has appointed M/s. Paras A Rathod & Co., Chartered Accountants (FRN: 150972W) as its Internal Auditor for the financial year 2024-25.

REPORTING OF FRAUD:

The Statutory Auditors of the Company have not reported any instances of fraud, as defined under Section 143(12) of the Companies Act, 2013, during the course of their audit. The Auditors have confirmed that no frauds have been detected that would require reporting under the said provisions.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS INTERNAL AUDITOR:

No significant or material orders have been passed by any Regulators, Courts, Tribunals, or Statutory/Quasi-Judicial Bodies that could affect the going concern status of the Company or its operations in the future.

The details of ongoing litigations, including those related to tax and other matters, are provided in the Auditorsâ Report and Financial Statements, which are an integral part of this Annual Report.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE

INSOLVENCY AND BANKRUPTCY CODE, 2016 (I^BC):

There were no proceedings initiated against the Company under the Insolvency and Bankruptcy Code, 2016 during the period under review.

SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company has appointed M/s. Mittal V. Kothari & Associates, Practicing Company Secretary, to carry out the Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report for the said financial year is annexed to this Report as Annexure â E.

There have been few common annotations reported by the above Secretarial Auditors in their Report with respect to:
Sr. No.	Observations/ Remarks of the Practicing Company Secretary	Management Response
1	Delay in disclosure by promoter group members under Regulation 7(2) of PIT Regulations.	The Company has taken note of the non-compliance and has sensitized the promoters/ promoter group members about timely compliance of disclosure requirements. Necessary instructions have been issued to prevent recurrence.
2	Delay in entering certain UPSI events in Structured Digital Database (SDD).	The delay was inadvertent and occurred due to system-related issues. The Company has strengthened its internal monitoring mechanism to ensure timely recording of all UPSI events.
3	Filings submitted with physical signature certification instead of DSC.	The Company has noted the observation and confirms that all future filings with the Stock Exchanges are being made strictly with valid Digital Signature Certificates (DSC).
4	Delay of 22 minutes in uploading disclosure of outcome of Board Meeting dated December 07, 2024.	The delay was inadvertent and due to technical reasons. The Company has put in place a stricter compliance monitoring process to ensure adherence to disclosure timelines.
5	Independent Directors not having valid proficiency test certification / registration.	The Company has already informed the concerned Independent Directors to complete the online proficiency self-assessment test and renew their registration within the prescribed timelines. Compliance will be ensured going forward.
6	Few ROC forms were filed with delay and additional fees.	The delays were procedural and unintentional. The Company has strengthened its internal compliance monitoring system to ensure that statutory filings are completed within prescribed timelines in the future.

Additionally, in compliance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. CIR/CFD/CMD1 /27/2019 dated February 9, 2019 (including any amendments or re-enactments thereof), the Annual Secretarial Compliance Report for the financial year ended March 31, 2025, issued by M/s. Mittal V. Kothari & Associates through their Proprietor, Ms. Mittal V. Kothari is annexed to this report as Annexure â E1.

The Company has voluntarily included the Secretarial Compliance Report in the Annual Report as a measure of good governance and enhanced transparency.

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, M/s. Mittal V. Kothari & Associates, Practicing Company Secretary, Company Secretaries in Practice, (Peer Review Number: 4577/2023), as the Secretarial Auditors of the Company for a period of five consecutive financial years from 2025-26 to 2029-30. The appointment is subject to shareholdersâ approval at the AGM. M/s. Mittal V. Kothari &

Associates, Practicing Company Secretary have confirmed that they are not disqualified to be appointed as a Secretarial Auditors and are eligible to hold office as Secretarial Auditors of your Company.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2:

In line with good governance practices, the Company has established appropriate systems and controls to ensure adherence to the Secretarial Standards issued by the Institute of Company Secretaries of India. The effectiveness and adequacy of these systems have been periodically reviewed. The Company has complied with all applicable Secretarial Standards during the financial year.

WEBSITE:

The Companyâs website, www.poojametal.com, is an important tool for communication with shareholders. It offers comprehensive information including quarterly and annual financial results, shareholding structure, Board committee compositions, corporate governance documents, policies, and ongoing developments.

The website is fully compliant with applicable provisions of the Companies Act, 2013, relevant rules, and Regulation 46 of the SEBI (LODR) Regulations, 2015.

CYBER SECURITY:

In view of the increased cyber-attack scenarios globally, your Company periodically reviews its cyber security maturity and continues to strengthen processes, technology controls, and monitoring mechanisms in line with evolving threat landscapes.

During the year under review, the Company did not face any cyber security incident, breach, or loss of data. The Board remains committed to ensuring robust cyber security practices to safeguard the Companyâs digital assets and stakeholdersâ interests.

CODE FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct (â PIT Codeâ) to regulate, monitor and report trading in your Companyâs shares by your Companyâs designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

The PIT Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing your Companyâs shares and sharing Unpublished Price Sensitive Information (âUPSIâ). The PIT Code covers your Companyâs obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the

process to familiarize with the sensitivity of UPSI. Further, it also includes practices and procedures for fair disclosure of UPSI. PIT Code is available on your Companyâs website at https://www.poojametal.com/investors-13-policy.html

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review or they are not applicable to the Company;

I. Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

II. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

III. There is no revision in the Board Report or Financial Statement;

IV. One time settlement of loan was obtained from the Banks or Financial Institutions.

V. 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;

VI. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by your Company (as there is no scheme pursuant to which such

persons can beneficially hold shares as envisaged under

Section 67(3)(c) of the Act).

VII. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

APPRECIATIONS AND ACKNOWLEDGEMENT:

Your Board of Directors expresses their sincere appreciation to all employees of the Company for their hard work, dedication, and continued commitment throughout the financial year. Their efforts have been pivotal in driving the Companyâs operations and achievements.

The Board also extends its gratitude to the Companyâs suppliers, distributors, retailers, business partners, shareholders, clients, vendors, banks, regulatory authorities, government departments, and stock exchanges and all other associates. Their ongoing support and collaboration have contributed meaningfully to the Company''s growth and success. The Company values these relationships and remains committed to nurturing them through shared goals, mutual respect, and long-term cooperation, while upholding the interests of consumers. Their trust and encouragement have been fundamental to the Companyâs progress.

Mar 31, 2024

Your Directors are pleased to present the 8^th Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2024 ("FY 2023-24/ FY24").

FINANCIAL HIGHLIGHTS

The audited financial statements of the Company as on March 31, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlights are depicted below:

Umnnnt in InkhA

Particulars	Standalone		Consolidated
Particulars	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue from operations	6129.12	3117.90	6129.21	3117.90
Other income	78.22	58.65	78.18	58.65
Total Income	6207.34	3176.55	6207.39	3176.55
Less: Total Expenses before Depreciation, Finance Cost and Tax	5715.57	2807.04	5715.57	2807.00
Operating Profits before Depreciation, Finance Cost and Tax	491.77	369.51	491.82	369.55
Less: Finance cost	143.25	108.18	143.25	108.18
Less: Depreciation	109.57	113.82	109.57	113.82
Profit / (Loss) Before Tax	238.95	147.51	239.00	147.55
Less: Current Tax	72.05	30.20	72.50	30.20
Less: MAT Credit	-	-	-	-
Less: Deferred Tax	(8.05)	10.95	(8.05)	10.95
Profit/ (Loss) after tax (PAT)	174.50	106.36	174.55	106.40
Earnings per Equity Share	1.72	1.05	1.72	1.05

BUSINESS OVERVIEW & FINANCIAL PERFORMANCE Standalone Financial performance of the Company

The total income of your Company for the year ended March 31, 2024 was Rs. 6207.34 Lakh as against the total income of Rs. 3176.55 Lakh for the previous year ended March 31, 2023. The Total Income of your company was increased by 95.41% over previous year. The increase in total income of the Company

was due to increase in both the Export Sales and Domestic Sales of the company. Whereas, the revenue from operations of your company increased to Rs. 6129.12 as against Rs. 3117.90 Lakhs in the previous year. The revenue from operation was increased by 96.58% over the previous year.

During the year under review, your Company has earned Profit Before Tax of Rs. 238.95 Lakhs as compared to the Profit before tax of Rs. 147.51 Lakhs in the previous year. Further, the profit after tax of your company is of Rs. 174.50 Lakhs as compared to Profit after tax of previous year of Rs. 106.36 Lakhs.

Consolidated Financial Performance of your Company

The Consolidated Financial Statements presented by your Company includes the financial results of Sierra Automation Private Limited, the Subsidiary.

The Consolidated Financial Statements of your Company for the FY 2023-24 are prepared in compliance with applicable provisions of the Companies Act, 2013, Ind AS and SEBI Listing Regulations; which forms part of this Annual Report.

During the year under review, the Consolidated Revenue from Operations is Rs. 6129.21 Lakhs as compared to Rs. 3117.90 Lakhs in the previous year, resulting into an increase by 96.58% Whereas, the Consolidated Profit Before Tax for the current year is Rs. 239 Lakhs as compared to Rs. 147.55 Lakhs in the previous year, resulting into Profit After Tax of Rs. 174.55 Lakhs as compared to Rs. 106.40 Lakhs in the previous year. The Consolidated Net Profits of your Company increased about 64.05% as compared to previous financial year.

Dividend

Your directors have recommended a dividend of Re. 1/- (Rupees One Only) per Equity share having face value of Rs. 10/- each (10% of face value) for the financial year ended March 31, 2024 (previous year Re. 1/-) subject to approval of members in the ensuing Annual General Meeting.

The details of unclaimed or unpaid Dividends as on March 31, 2024 has been mentioned below in this Report.

Transfer of Shares and Unpaid/Unclaimed Dividend to Investor Education and Protection Fund

During the year under 2023-24, the Company was not required to transfer the equity shares/unclaimed dividend to Investor Education and Protection Fund (IEPF) pursuant to provisions of Section 124 and 125 of the Companies Act, 2013. The following table gives information relating to outstanding dividend accounts and the dates when due for transfer to IEPF:

Financial

Date

Dividend per

Due Date for

Amount not claimed as

year

Declaration of Dividend

Share (in Rs.)

transfer to IEPF

on March 31, 2024 (In Rs.)

2023-24

September

2023

30,

Rs. 1/-

30/10/2030

39, 275/-

No amount of unclaimed dividend is due for transfer to the Investor Education and Protection Fund administered by the Central Government pursuant to Section 124 and 125 of the Companies Act, 2013. Further, the Company does not have any unclaimed shares pursuant to Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund), Rules, 2016 as notified from time to time.

TRANSFER TO GENERAL RESERVE

CHANGE IN NATURE OF BUSINESS

During the year under review, your Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

SHARE CAPITAL

Authorized Capital

During the year under review, the Following changes were made in the Authorized Capital of your Company:

â¢ Authorized Capital of your Company increased from Rs. 11,00,00,000/- (Rupees Eleven Crore Only) divided into 11000000 (One Crore and Ten Lakh) equity shares of Rs. 10/- (Rupees Ten Only) each to Rs. 21,00,00,000/- (Rupees Twenty-One Crore Only) divided into 21000000 (Two Crore and Ten Lakh Only) equity shares of Rs. 10/- (Rupees Ten Only) each via Ordinary Resolution passed in 7^thAnnual General Meeting by the shareholders of the Company on Saturday, September 30, 2023.

The present Authorized Capital of your Company is Rs. 21,00,00,000 divided into 21000000 Equity Shares of Rs.10.00 each.

Issued, Subscribed & Paid-Up Capital

During the year under review, there were no changes in the Issue, Subscribed & Paid-up Capital of your Company:

â¢ The Issue, Subscribed & Paid-up Capital of your Company is Rs. 10,14,20,000 (Rupees Ten Crore Fourteen Lakh Twenty Thousand Only) divided into 10142000 (One Crore One Lakh Forty-Two Thousand Only) Equity Shares of Rs.10.00 (Rupees Ten Only) each.

ALTERATION OF THE ARTICLES OF ASSOCIATION AND MEMORANDUM OF ASSOCIATION OF THE COMPANY

During the year under review, Memorandum of Association of your Company was altered consequential to increase the Authorized Capital of the Company from Rs. 11,00,00,000/- divided into 11000000 equity shares of Rs. 10/- each to Rs. 21,00,00,000/- divided into 21000000 equity shares of Rs. 10/-each by way of Ordinary Resolution passed by the shareholders in the Annual General Meeting held on Saturday, September 30, 2023.

Further, during the year under review no changes took place in the Articles of Association of your Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of Board

The Constitution of the Board of Directors and other disclosure related to the Board of Directors are given in the Report on Corporate Governance.

Board Meeting

During the year under review, Board of Directors of the Company met 11 (Eleven) times, viz May 18,

2023, August 10, 2023; September 02, 2023; September 25, 2023; September 29, 2023; October 18, 2023; October 26, 2023; November 04, 2023; January 25, 2024; February 09, 2024 and March 15,

2024.

The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the Corporate Governance Report, which forms part of this Annual Report.

Disclosure by Directors

Independent Directors

A separate meeting of Independent Directors was held on March 15, 2024 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board that is necessary for the board of directors to effectively and reasonably perform their duties.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at https://poo iametal.com/wp-content/uploads/2021/12/T-C-of-Independent-Directors.pdf

Declaration from Independent Directors

The Company has received a declaration from all the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and 16(1) (b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of the Act for FY 2023-24. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions as Independent Directors and are independent of the Management. Further, all the Independent Directors have registered themselves with Independent Directors'' Data Bank and None of Independent Directors have resigned during the year.

During the year under review, the Non-Executive Independent Directors of your Company had no pecuniary relationship or transactions with the Company, other than sitting fees, payable to them for the purpose of attending meetings of the Board / Committee of the Company.

Familiarization Program for Independent Directors

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Company''s Procedures and practices. The Company has through presentations at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company and Brass Industry as a Whole and the business model. The details of such familiarization programmes imparted to Independent Directors can be accessed on the website of the Company at https://poo iametal.com/wp-content/uploads/2021/12/FAMILIARIZATION-PROGRAMME-FOR-INDEPENDENT-DIRECTOR-Copy.pdf

INFORMATION ON DIRECTORATE

As on date of this report, your Company''s Board comprises Eight members comprising of Four Promoter Executive Director and Four Non- executive Independent Directors including one Woman Director. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

A. Change in Board Composition

During the year under Review, there was no change in the Composition of the Board of your Company.

B. Retirement by rotation and subsequent re-appointment

Mr. Meet Panchmatiya (DIN: 08627877), Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment.

The Board recommends the re-appointment of Mr. Meet Panchmatiya as Director. Therefore, appropriate business for the same have being placed for your approval at the ensuing AGM. Brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of AGM.

KEY MANAGERIAL PERSONNEL

As on the date of this report, the following are Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act:

â¢ Mr. Sunil Devram Panchmatiya as Chairman and Managing Director,

â¢ Mr. Anil Devram Panchmatiya as Whole Time Director of the Company

â¢ Mr. Hitesh Rasiklal Khakhkhar as Chief Financial Officer

â¢ Mr. Tejus Rameshchandra Pithadiya as Company Secretary & Compliance Officer of the Company Further, there were no changes in the Key Managerial Personnel of your Company during FY 2023-24. PERFORMANCE EVALUATION

â¢ In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same;

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 year ended March 31, 2024 on going concern basis.

e) The Directors had laid down the 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.

COMMITTEES OF BOARD

In compliance with the requirement of applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the âSEBI (LODR) Regulations, 2015'') and as part of the best governance practice, the Company has constituted following Committees of the Board.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder''s Relationship Committee

The composition of each of the above Committees, their respective role and responsibility are detailed in the Corporate Governance Report annexed to this Report.

AUDIT COMMITTEE

Your Company has formed Audit Committee in line with the provisions Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As at March 31, 2024, the Audit Committee comprised of Mr. Amit Pravinbhai Karia (Non-Executive Independent Director) as Chairperson and Ms. Nayna Dwarkadas Kanani (Non-Executive Independent Director) and Mr. Anil Devram Panchmatiya (Whole Time Director) as Members.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

Vigil Mechanism

Your Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safeguards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at https://pooiametal.com/wp-content/uploads/2021/12/Whistle-Blower-Policy-.pdf

NOMINATION AND REMUNERATION POLICY / POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee, formulated a policy on appointment and remuneration of Directors, Key Managerial personnel and Senior Management personnel, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013.

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary to its Executive Directors and Key Managerial Personnel. Annual

increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 01, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://pooiametal.com/wp-content/uploads/2021/12/Nomination-Remuneration-Committee-Policy.pdf

REMUNERATION OF DIRECTORS

The details of remuneration/sitting fees paid during the FY 2023-24 to Executive Directors/Directors of the Company is provided in Annual Return, i.e. Form MGT-7 which is uploaded on website of Company, i.e. at https://pooiametal.com/annual-return/ and in Corporate Governance Report forming part of this report.

PUBLIC DEPOSITS

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

ANNUAL RETURN

The Annual Return of your Company as on March 31, 2024 is available on the Company''s website and can be accessed at https://pooiametal.com/annual-return/.

TRANSACTIONS WITH RELATED PARTIES

All the Related Party Transactions entered into during the financial year were on an Arm''s Length basis and in the Ordinary Course of Business. No material significant Related Party Transactions (i.e. exceeding 10% of the annual consolidated turnover as per the last audited financial statement) with Promoters, Directors, Key Managerial Personnel (KMP) and other related parties which may have a potential conflict with the interest of the Company at large, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval on quarterly basis.

The details of the related party transactions for the FY 2023-24 are given in notes of the financial statements which is part of Annual Report.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at https://pooiametal.com/wp-content/uploads/2023/02/Policy-Related-Party-Transaction-1.pdf

INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations.

M/s. DGMS & Co. Chartered Accountants (FRN: 0112187W), the statutory auditors of the Company have audited the financial statements included in this annual report and has issued a report annexed as an Annexure B to the Audit Report of the Company on our internal control over financial reporting (as defined in section 143 of Companies Act, 2013).

The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditor. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets the statutory auditors of the Company to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major-observations periodically. Based on its evaluation (as defined in section 177 of Companies Act 2013), our audit committee has concluded that, as of March 31, 2024, our internal financial controls were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENT

There were no material changes and commitments, affecting the financial position of your Company, have occurred during the financial year or after the closure of the financial year up to the date of this Report.

PARTICULAR OF EMPLOYEES

The ratio of the remuneration of each director to the median of employees'' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-A.

The statement containing top ten employees in terms of remuneration drawn and the 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, is not applicable to the company and therefore, separate annexure was not provided forming part of this report. Further, the report and the accounts are being sent to members excluding this annexure. In terms of Section 136 of the Act, the said annexure is open for inspection in electronic mode for Members. Any shareholder interested in obtaining a copy of the same may write to Company Secretary.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

During this period under the provisions of section 135 in respect of CSR is not applicable to your Company. Hence, your Directors have not constituted the Corporate Social Responsibility (CSR) Committee.

SUBSIDIARIES, ASSOCIATE AND JOUINT VENTURE COMPANIES AND LLP

As on March 31, 2024, your Company has following subsidiary:

SR.

No.

Name

Address of Registered Office

Nature of Business

Sierra Automation Private Limited (Subsidiary)

R/S. 86/2, Nr DTPL, Nr. Bhavani Extrusion, Jamnagar-361004, Gujarat.

The Company is engaged in the business of Manufacturing of fabricated metal products, except machinery and equipments as its principal business activity.

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is annexed to this Report as Annexure B.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of Companies Act, 2013, Consolidated Financial Statements of the Company and all its subsidiaries in accordance with the relevant accounting standards have been prepared which forms part of the Annual Report.

Further, the Company does not have any Associate Companies and Joint Ventures as on March 31, 2024.

Pursuant to the Section 136 of the Companies Act, 2013, the financial statements of the company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiary company, is available on the Website of the company

https://pooiametal.com/financials-of-subsidiary/.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. Your Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

During the financial year 2023-24, your Company has received nil complaints on sexual harassment, out of which nil complaints have been disposed of and nil complaints remained pending as of March 31, 2024. The Policy on Anti Sexual Harassment as approved by the Board of Directors is available on the website of the Company at https://poo iametal.com/policy/.

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014, as amended is provided below:

(A) Conservation of energy -

i. The steps taken or impact on conservation of energy:

Company ensures that the operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

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

No alternate source has been adopted.

iii. The capital investment on energy conservation equipment:

No specific investment has been made in reduction in energy consumption.

(B) Technology absorption -

i. The effort made towards technology absorption: Not Applicable.

ii. The benefit derived like product improvement, cost reduction, product development or import substitution: Not Applicable

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

a) The details of technology imported: Nil.

b) The year of import: Not Applicable.

c) Whether the technology has been fully absorbed: Not Applicable.

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable.

e) The expenditure incurred on Research and Development: Nil

f) Foreian Exchange Earnings & Expenditure:

Particulars 1	FY 2022-23	FY 2023-24
Details of Foreign Exchange Earnings	3067.50 Lakhs	1765.83 Lakhs
Details of Foreign Exchange Expenditure	4944.45 Lakhs	1627.77 Lakhs

CORPORATE GOVERNANCE

The Company''s Corporate Governance philosophy is to continuously strive to attain higher levels of accountability, transparency, responsibility and fairness in all aspects of its operations. The Company remained committed towards protection and enhancement of overall long-term value for all its stakeholders - customers, lenders, employees and the society. The Company also acknowledges and appreciates its responsibility towards the society at larae and has embarked upon various initiatives to accomplish this. As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Report on Corporate Governance and Certificate of the Practicing Company Secretary with regards to compliance with the conditions of Corporate Governance is annexed to the Board''s Report as Annexure-

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) (e) read with part B of Schedule V of the SEBI (LODR) Regulations, 2015, Management Discussion and Analysis Report annexed to the Board''s Report as Annexure-D.

STATUTORY AUDITOR AND THEIR REPORT

M/s. DGMS & CO, Chartered Accountants (formerly known as Doshi Maru & Associates), (FRN: 0112187W) Jamnagar, has been appointed as Auditors of the Company for a term of four consecutive years at the Annual General Meeting held on September 29, 2022. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

M/s. DGMS & CO, Chartered Accountant, Jamnagar, (FRN: 0112187W) were appointed as the statutory auditors of the Company for a second term of 4 (Four) years to hold office from the conclusion of 6^thAnnual general meeting until the conclusion of the 10^th Annual general meeting of the Company to be held in the calendar year 2026.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report is enclosed with the financial statements in this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

INTERNAL AUDITOR

Pursuant to Section 138 of Companies Act 2013, your Company had appointed M/s. Paras A Rathod & Co., Chartered Accountants, (FRN: 150972W), as an Internal Auditor of the Company for the FY 2023-24.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS INTERNAL AUDITOR:

There are no other significant/material orders passed by the Regulators, Courts, Tribunals, Statutory and quasi-judicial body impacting the going concern status of the Company and its operations in future.

The details of litigation on tax and other relevant matters are disclosed in the Auditors'' Report and Financial Statements forming part to this Annual Report.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016(IBC)

During the period under review no corporate insolvency resolution process is initiated against your company under the Insolvency and Bankruptcy Code, 2016 (IBC).

SECRETARIAL AUDITOR AND THIEIR REPORT

The Company has appointed M/s. Mittal V. Kothari & Associates, Practicing Company Secretary, to conduct the Secretarial Audit of the Company for the financial year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the financial year 2023-24 is annexed to this report as an Annexure - E.

The Annual Secretarial Compliance Report for the financial year ended March 31, 2024 issued by M/s. Mittal V. Kothari & Associates through their Proprietor Ms. Mittal V. Kothari, in relation to compliance of all applicable SEBI Regulations/ Circulars/Guidelines issued thereunder, pursuant to requirement of Regulation 24A of the Listing Regulations read with Circular no. CIR/CFD/CMD1/27/2019 dated 8th February, 2019 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is annexed to this report as an Annexure - E1. The Secretarial Compliance Report has been voluntarily disclosed as a part of Annual Report as good disclosure practice.

Secretarial Audit Report and Secretarial Compliance Report do have Qualification or adverse remarks as below;

Sr.

No.

Compliance

Requirement

(Regulations/

circulars /

Deviations

Observations/ Remarks of the Practicing Company Secretary

guidelines including specific clause)

Regulation 3(5) & 3(6) SEBI (Prohibition of

Delay by Company in entering few of UPSI Sharing

There is Delay by Company in entering of following mentioned UPSI Sharing Entry in software.

Nature of UPSI

Event date

Captured Date

Delay by

Insider Trading)

Regulations,

2015.

Entries in software (Structured Digital Database)

Outcome of board meeting for financial result for the year ended March 31, 2023

18-05-2023

25-05-2023

7 days

Management Response: Management of Company will be more alert in making entries of UPSI Sharing into software the same day on which UPSI is shared to any Designated Persons for any specific compliance Purpose. Delay was unintentional, to make all compliance within due date, UPSI sharing entries into software got delayed.

Regulation 7(2) of Securities and Exchange

Promoters had not given Disclosures within 2 trading

Following Person falling under Promoter group had not disclosed within 2 trading days of transaction or a series of transaction in a calendar quarter aggregating to a traded value of Rupees Ten Lakh Rupees under Regulation 7(2) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015:-

Date of Transaction

Due date of

Date of

Name of Person

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.

WEBSITE

Your Company has its fully functional website https://poo jametal.com/# which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investors'' interest / knowledge has been duly presented on the website of the Company.

GENERAL DISCLOSURE

(i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iii) There is no revision in the Board Report or Financial Statement;

(iv) 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;

(v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

APPRECIATIONS AND ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Company''s endeavor to build and nurture str ong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

Registered office: For and on behalf of Board of Directors

Plot No. 1, Phase II, GIDC, Poojawestern Metaliks Limited

Dared Jamnagar- 361004, Gujarat CIN: L27320GJ2016PLC094314

Sd/- Sd/-

Anil Devram Panchmatiya Sunil Devram Panchmatiya

Date: September 2, 2024 Whole time Director Chairman and Managing Director

Place: Jamnagar DIN: 02080763 DIN: 02080742

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