Premco Global Ltd

To

The Members,

Your directors take pleasure to present the Board's Report in line with the Companies Act, 2013 ("Act") and the Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this report presents the Audited financial results and other developments in respect of the Company for the financial year ended on March 31,

2025 ("FY25"/"Financial Year") and up to the date of the Board meeting held on July 30, 2025.

1. FINANCIAL RESULTS:

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

( in Lakhs)

2. PERFORMANCE OVERVIEW: A. STANDALONE PERFORMANCE

During the year under review, the Company reportedincrease totalrevenue of 7,928.10 Lakhs , marking a significant of 17.58% compared to 6,742.23 Lakhs in the previous financial year.

Revenue from operations stood at 6,382.49 Lakhs, showing a marginal decrease over 6,363.02 Lakhs reported in the previous year.

Other income saw a substantial rise to 1,545.61 Lakhs, up from 379.21 Lakhs in the prior year, reflectinga growth of over 307%.

As a result, the Net Profit after Tax (PAT) improved significantly to 1,331.34 Lakhs, as against 584.76 Lakhs in the previous financial year an increase of127.62%.

The overall improvement in profitability is primarily attributable to higher sales and a reduction in certain operational expenses during the year.

B. CONSOLIDATED PERFORMANCE

During the year under review, on a consolidated basis, the Company recorded a total revenue of 11,331.02 Lakhs, reflecting a growth of 9.77% compared to 10,321.60 Lakhs in the previous financial year.

Revenue from operations increased to

10,947.51 Lakhs, up 11.83% from 9,788.18 Lakhs in the previous year, indicating strong operational performance.

Other income, however, declined to 383.51 Lakhs from 533.42 Lakhs in the previous year.

The Net Profit After Tax (PAT) stood at 950.75 increase fromlakhs, a significant 584.76 lakhs in the previous year, reflecting a growth of 62.57%. The increase in profit was primarily driven by higher sales and a reduction in certain operational expenses, although it was partly offset by a dip in other income. C. CONSOLIDATED OVERVIEW

The Consolidated Financial Statements of the Company and its subsidiaries for the financial year ended March

31, 2025 have been prepared in accordance with the applicable provisions of the Companies Act, 2013, including the Companies (Accounts) Rules, 2014, and as per the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015. The consolidated results also comply with the disclosure requirements under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). These statements present the consolidated performance of the Company along with its Subsidiary. In accordance with Regulation 34 of the SEBI Listing Regulations, the Audited Consolidated Financial Statements, along with the Independent Auditors' Report thereon, form an integral part of this Annual Report and are also made available on the Company's website at www.premcoglobal.com/investors.

3. DIVIDEND:

A. INTERIM DIVIDEND:

The Board of Directors of the Company at its meeting held on 27^th July, 2024 approved 1^st Interim Dividend for the financial year 2024-25 at 2/- per Share of

10 each (20%). The same was paid to shareholders whose name appeared on the register of Members of the company or in the records of the depositories as beneficialowners of the shares as on 3^rd August, 2024 which was the Record date fixed for the purpose.

The Board of Directors of the Company at its meeting held on 12^th November, 2024 approved Special

Dividend for the financial year 2024-25 at 39/- per Share of 10 each (390%). The same was paid to shareholders whose name appeared on the register of Members of the company or in the records of the depositories as beneficial owners of the shares as on 22^nd November 2024 which was the Record date fixed for the purpose.

The Board of Directors of the Company at its meeting held on 6th February 2025 approved 3^rd Interim

Dividend for the financial year 2024-25 at 2/- per Share of 10 each (20%). The same was paid to shareholders whose name appeared on the register of Members of the company or in the records of the depositories as beneficial owners of the shares as on 17^th February 2025 which was the Record date fixed for the purpose.

B. FINAL DIVIDEND FOR FY 2024-25:

In addition to above, the Board has recommended a final dividend of 2./- (Rupees Two Only) per Equity Share of 10/- (Rupees Ten Only) for the year ended March 31, 2025. The dividend is subject to approval of shareholders at the ensuing Annual General Meeting

("AGM") and shall be subject to deduction of tax at source. The dividend, if approved by the shareholders at the 41^st AGM, would involve a cash outflow of 66,09,600/- The total dividend pay-out for the FY 24-25 is 45/- (Rupees Forty-Five only) per equity share of 10/- each (Rupees Ten only) each.

4. TRANSFER TO RESERVES

The Board opted not to propose any transfer to reserve at this time. The decision reflects a careful consideration of our current needs and a strategic approach.

5. SHARE CAPITAL

There has been no change in the Share Capital of the Company during the year under review. Throughout the year, the Company did not issue any shares or convertible securities, including sweat equity and stock option plans. As on 31^st March 2025:

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

The Issued, Subscribed and Paid-up Capital of the

Company stood at 330.48 Lakhs as on March 31, 2025.

6. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES

As on March 31, 2025, your Company does not have any Joint Venture / Associate Companies.

The Company has Premco Global Vietnam Company Limited as it's wholly owned subsidiary.

The Policy for Determining Material Subsidiaries, as approved by the Board of Directors pursuant to Regulation 16(1)(c) of the SEBI (LODR) Regulations, 2015, is also available on the Company's website and can be accessed https://www.premcoglobal.com/investors Further, a statement containing the salient features of the financial statements of subsidiary in Form AOC-1, as prescribed under the Companies Act, 2013, forms part of this Board Report as Annexure I. The details of subsidiaries and joint ventures are also provided in the Annual Return of the Company, available on the Company's website.

7. COMPANIES WHICH HAVE BECOME OR CEASED

During the financial year under review, no company has become or ceased to be a Subsidiary, Joint Venture, or Associate Company of Premco Global Limited. The structure of subsidiary remained unchanged throughout the Financial year with continued operations through the existing overseas entities.

8. CHANGE IN NATURE OF BUSINESS, IF ANY:

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

9. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the Company's financial position between the end of the financial year on March 31, 2025 and the date of this report other than those which have already been disclosed to the Stock Exchanges.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS

Related Party Transactions, all contracts, arrangements, and transactions entered into with related parties during the financial year under review were on an arm's length basis and in the ordinary course of business. As per Companies

Act, 2013 there were nomateriallysignificantrelated party transactions with Promoters, Directors, or Key Managerial

Personnel that could give rise to a potential conflict of interest.

In compliance with Section 188 of the Companies Act, and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

All related party transactions were presented to the

Audit Committee for its prior approval, including those covered under Section 188 of the Act.

Omnibus approvals were obtained for transactions that are repetitive in nature and were foreseen in terms of the Audit Committee's omnibus approval framework.

Details of the related party transactions as required under sub-section (1) of Section 188 of the Companies Act, 2013 are furnished in Form AOC-2, annexed as ‘Annexure II' to this Report.

The Board-approved Policy on Materiality of Related Transactions and Dealing with Related Party Transactions is available on the Company's website at link https://www. premcoglobal.com/investors 11. WEBSITE LINK OF ANNUAL RETURN:

In compliance with Section 92(3) and 134(3)(a) of the Companies Act, 2013, the Annual Return for the Financial Year 2024-25 is made available on the website of the Company at link https://www.premcoglobal.com/investors 12. PROMOTERS

Incorporated in 1986, your Company was established as a family-driven enterprise and has since evolved into a professionally managed, publicly listed entity. Premco

Global Limited today exemplifies a harmonious blend of promoter stewardship, professional governance, and the rigor of listed company compliance, earning industry-wide respect for its focus on quality, integrity, and long-term sustainability.

As on March 31, 2025, the Promoters of the Company

1. Mr. Ashok Harjani.

2. Mr. Lokesh Harjani

3. Mrs. Nisha Harjani

4. Mrs. Sonia Harjani

5. Mr. Suresh Harjani

6. Mr. Prem Harjani

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of March 31, 2025, the Board of Directors of the Company comprised nine directors four executive directors and five non-executive independent directors. Among them were four women directors, in compliance with Section 149 of the Companies Act, 2013, and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Ratification during the Year under Review: a. Appointment of Mr. Sumeet V Rajani (DIN: 00350836) as Independent Director

Appointment of Mr. Sumeet V Rajani (DIN: 00350836) as Non- Executive Independent Director of the

Company by the Board Resolution passed in the meeting of the Board of Directors held on January 06, 2025 and subsequently has been regularized through postal ballot on February 20, 2025. b. Cessation of Mrs. Sonu Chowdhary (DIN: 07153810) as Independent Director

In accordance with the provisions of Section 149(10) of the Companies Act, 2013, Mrs. Sonu Chowdhary, Independent Director, completed her second consecutive term of five years on March 31, 2025. The

Board places on record its deep appreciation for the valuable insights, support, and contributions made by Ms. Chowdhary during her tenure with the Company. c. Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Nisha Harjani (DIN: 00736566),

Executive Director, retires by rotation at the ensuing

41^st Annual General Meeting of the Company. Being eligible, she offers herself for re-appointment.

The disclosures required pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Secretarial Standards on General Meeting (‘SS-2') necessary details have been annexed to the Notice of AGM.

Mrs. Nisha Harjani is not debarred from holding the office of Director pursuant to any Order issued by the Securities and Exchange Board of India, Ministry of

Corporate Affairs, Reserve Bank of India, or any other such authority.

The above proposal for re-appointment form part of the Notice of the 41^st Annual General Meeting of the Company, and the relevant Resolution is recommended for members' approval.

Due to the resignation of Ms. Gayatri Kashela, effective March 13, 2024, the Company did not have a Company Secretary and Compliance Officer during the period from March 13, 2024 to May 15, 2024. Subsequently, Ms. Falak H. Mody was appointed as the Company Secretary and Compliance Officer with effect from May 15, 2024. However, she tendered her resignation, which became effective from April 21, 2025.

Following her resignation, Mr. Mustafa Manasawala was appointed as the Company Secretary and

Compliance Officer with effect from May 15, 2025, and continues to serve in that capacity as on date.

Remuneration and other details of the Key Managerial Personnel for the Financial Year ended March 31, 2025 are mentioned in the Annual Return and

d. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has conducted the Annual Performance Evaluation of its own functioning, that of individual Directors, and the working of its various Committees. The evaluation process was conducted based on criteria derived from the Guidance Note on Board

Evaluation issued by the Securities and Exchange

Board of India on January 5, 2017. The evaluation covered various aspects such as Board composition and structure, effectiveness of Board processes, Board culture, dynamics, and functioning, as well as the performance of individual Directors and the Committees of the Board.

The performance of the Board, its Committees, and individual Directors, including the Chairman, was found to be satisfactory. The Independent Directors expressed satisfaction with the overall functioning and effectiveness of the Board and its Committees, which demonstrated a high level of commitment, engagement, and governance

Extract of the Annual Return which is available on the

Company's Website link at https://www.premcoglobal. com/investors 14. INDEPENDENT DIRECTORS STATEMENT a. Declaration of Independence

The Company has received declarations from all

Independent Directors confirming that they meet the criteria of independence as outlined in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. Additionally, the Independent Directors have declared their compliance with Rules 6(1) and

6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, regarding their inclusion in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. There have been no changes in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors meet the conditions specified under the Act and the

Listing Regulations, and they remain independent of management.

The Independent Directors have confirmed that they have registered and renewed, if applicable their names in the data bank maintained with the Indian Institute of Corporate Affairs (‘IICA') in terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment

Qualification of Directors) Rules, 2014. The and

Directors are in compliance with the provisions of Rule

6 of the Companies (Appointment and Qualification of

Directors) Rules, 2014, as amended and applicable. This requirement highlights how important Independent Directors are for providing unbiased oversight. They help make sure that the Board's decisions are not swayed by management or major shareholders.

Letters of appointment/re-appointment have been issued to the Independent Directors in compliance with the provisions of the Companies Act, 2013, and in accordance with the terms and conditions of appointment applicable to Independent Directors of Premco Global Limited (the ‘Company'). b. Familiarization Program for Independent Directors

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarisation Programme for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarisation Programme are available on the website of the Company.

15. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE AND OTHER

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

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

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

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

16. BOARD MEETINGS

During the Financial Year under review, the Board of Directors met 5 (Five) times on 15^th May, 2024, 27^th July, 2024, 12^th November, 2024, 06^th January, 2025, and 06^th

February, 2025. The maximum gap between any two Board meetings was not more than 120 days.

The composition of the Board along with the details of the meetings held and attended by the Directors during the Financial Year 2024-25 is detailed below:

The requisite quorum was present at all the interval between any two consecutive Board meetings did not exceed one hundred and twenty (120) days, thereby complying with the requirements of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the applicable provisions of Secretarial Standard-1 (SS-1) issued by the Institute of Company Secretaries of India (ICSI).

17. COMMITTEES OF BOARD:

As on March 31, 2025, the Board has 4 (four) Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

The Corporate Governance Report, which forms part of this Annual Report, includes details about the meetings and composition of the Board's committees.

18. CORPORATE SOCIAL RESPONSIBILITY

During the financial year 2024 25, the total CSR obligation of the Company, as per Section 135 of the Companies Act, 2013, amounted to 21.26 lakhs.

Out of this, 0.93 lakhs was available as a set-off from the CSR surplus accumulated in previous years, in accordance with the applicable provisions under the Companies Act, 2013 and CSR Rules. After adjusting this surplus, the net CSR amount required to be spent during the year stood at

20.33 lakhs.

Against this net obligation, the Company spent 21.17 lakhs on various CSR initiatives during FY 2024–25.

As a result, after accounting for the adjustments, the Company has an excess CSR spend of 0.84 lakhs at the end of the financial year. This excess amount will be carried forward and can be set off against CSR obligations in future years, as permitted under the CSR Rules.

The Company remains committed to its CSR and ensures full compliance with the applicable laws, while undertaking impactful initiatives aimed at sustainable social development.

In compliance with Section 135 of the Companies Act, 2013, and the applicable rules, the Company has reconstituted its CSR Committee in light of recent changes in the management. The CSR Committee ensures that the Company's CSR activities align with its values and commitments towards sustainable development and social welfare. Details of the Committee's composition and its responsibilities are provided in the Corporate Governance Report, which forms part of this Annual Report for the . The financial year 2024-25.

The CSR Policy, approved by the Board based on the recommendations of the CSR Committee, outlines the framework for the Company's CSR initiatives. The policy is available on the Company's website and can be accessed via the following link: https://premcoglobal.com/investors.

The Company has undertaken various CSR . during the financial year 2024-25, in alignment with its corporate social responsibility goals. The detailed report on these CSR activities, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is included as ‘Annexure III' to this Report. This annexure will provide a comprehensive overview of the projects undertaken and their impact during the year.

19. WHISTLE BLOWER POLICY / VIGIL MECHANISMS

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

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

20. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING objectives The Company has implemented a Code of Conduct for Prohibition of Insider Trading to regulate, monitor, and report the trading of securities by its Designated Persons. This Code ensures that employees do not engage in trading on the basis of Unpublished Price Sensitive Information (UPSI). It also lays down procedures for investigating any potential leakage of UPSI, along with the Code of Practices and Procedures for Fair Disclosure of UPSI. The amended Code is available on the Company's website, and it provides the necessary framework for maintaining transparency and integrity in securities trading The detailed policy related to this Prohibition of Trading is available in the Company's website at Link: www.premcoglobal.com/investors.

21. COMPLIANCE MANAGEMENT FRAMEWORK

The Company has instituted a compliance management system to monitor compliance and provide updates to Senior Management/ Board on a periodic basis. The Board of Directors monitors the status of compliance with applicable laws on a quarterly basis. Compliance with

Secretarial Standards During the financial year 2024-25, the Company has complied with all applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

22. RISK MANAGEMENT FRAMEWORK

As stated above the Company has stated a well-risk management mechanism covering the risk mapping and trend analysis of both business and non-business risk, risk exposure, potential impact and risk mitigation process. The Audit committee of the Board is designated to review and monitor the risk associated with the Company. Accordingly, it periodically reviews the risk and suggest steps to be taken to manage/ mitigate the same through a properly defined framework.

The Risk Management policy of the Company is available on its website at link https://www.premcoglobal.com/ investors.

23. CREDIT RATING

During the financial year 2024 25, Company has not obtained any Credit Rating.

24. AUDITORS

A. STATUTORY AUDITORS

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

M/s. S. P. Jain & Associates, Chartered Accountants, Mumbai (ICAI Firm Registration No. 103969W) have issued their reports on the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2025. The Auditor's Report does not contain any qualification, reservation,

Insider or adverse remark. The Notes to the Financial Statements referred to in the Auditor's Report are self-explanatory and do not call for any further explanation or comments by the Board.

The Auditors have also confirmed compliance with the applicable RBI regulations on downstream investments, and no qualifications were made in this regard.

B. SECRETARIAL AUDITORS

During the year, Secretarial Audit was carried out by M/s. Abbas Lakdawalla and Associates LLP (LLP IN: AAW-5507) Represented by Mr. Abbas

Lakdawalla (MembershipNo F2988&Certificateof

Practice No. 4052), a firm of Company Secretaries in defined Practice, the Secretarial Auditor of the Company for the financial year 2024-25, Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The observations of the Secretarial Auditor are self-explanatory. The detailed report on the Secretarial Audit is annexed as

Annexure-IV..

The Secretarial Auditor's Report contained certain qualifications, reservations, observations, or adverse remarks; however, none of these have any impact on the Company's status as a going concern. The Board has taken note of the same and has assured that appropriate measures will be taken to ensure timely compliance in the future. Further, the Company has a material subsidiary as defined under Regulation 16(1)

(c) of the SEBI Listing Regulations.

Further based on the recommendation of the Audit Committee and approval of the Board of Directors at their respective Meetings held on 15th May, 2025 it is proposed to appoint M/s. Abbas Lakdawalla and Associates & LLP (LLP IN: AAW-5507) Represented by Mr. Abbas Saifuddin Lakdawalla (Membership

No F2988 & Certificate of Practice No. 4052), is hereby accorded to act as Secretarial Auditor of the

Company for term of five (5) years commencing from the conclusion of this 41^st Annual General Meeting upto the conclusion of 46^th Annual General Meeting subject to approval of shareholders in the ensuing 41^st Annual General Meeting of the Company.

C. INTERNAL AUDITOR

As per section 138 of the Act, the Board of Directors had appointed M/s Chaturvedi and Partners,

Chartered Accountants, to carry out an Internal Audit of the Company for the Financial Year 2024-2025.

Based on the recommendations of the Audit Committee, the Board of Directors have at their meeting held on May 15, 2025, reappointed M/s Chaturvedi and Partners, Chartered Accountants as Internal Auditors of the Company for Financial Year 2025-2026.

D. COST AUDIT

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

25. REPORTING OF FRAUDS

Pursuant to the provisions of Section 143(12) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Statutory Auditors have not reported any instance of fraud to the Audit Committee or Board of the Company or to the Central Government during the financial year ended March 31, 2025.

26. INTERNAL FINANCIAL CONTROLS

Internal Financial Controls laid down by the Company is a systematic set of controls and procedures to ensure orderly and efficient conduct of its business including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. Internal financial controls not only require the system to be designed effectively but also to be tested for operating effectiveness periodically. from The Board is of the opinion that internal financial with reference to the financial statements were tested and reported adequate and operating effectively. The internal financial controls are commensurate with the size, scale and complexity of operations.

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

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

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

28. PARTICULARS OF LOANS, GUARANTEES OR

The Board of Director discloses it loans, guarantees, and investments to show how the Company manages its finances outside of its main business activities. This transparency helps stakeholders understand the risks involved and how the Company uses its capital. Section

186 of the Act, sets specific rules and limits for these transactions, and our disclosure shows that the Company follow these regulations. The particulars of loans, guarantees and investments have been disclosed in the Financial Statements.

29. PUBLIC DEPOSITS

The Company has not accepted any deposits as under sub-section (31) of Section 2 and Section 73 of the Companies Act, 2013, along with the rules framed thereunder. As on March 31, 2025, the Company does not have any outstanding deposits. However, the Company had certain amounts classifiedas exempted deposits under the provisions of the Companies Act, 2013, for which the

Return of Deposit has been duly filed in e-Form DPT-3.

30. CORPORATE GOVERNANCE AND COMPLIANCE OF SECRETARIAL STANDARDS

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

Governance.

The Company has complied with the Secretarial Standards issued by Institute of Company Secretaries of India on Meeting of Board of Directors and General Meetings. 31. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Company remains steadfast in its commitment to good corporate governance, aligning with the best practices in the industry and adhering to the standards set by the

Securities and Exchange Board of India (SEBI) and the Stock Exchanges on which its securities are listed.

For the financial year ended March 31, 2025, the has fully complied with all applicable corporate governance requirements as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In accordance with Regulation 34(3) read with Schedule V of the said Regulations, a comprehensive report outlining the corporate governance practices adopted by the Company is annexed to this Annual Report.

29

A certificate from M/s. Abbas Lakdawalla and

LLP, Practicing Company Secretaries (LLP IN. AAW-5507), confirming compliance with the corporate governance of non-disqualification of directors norms and certificate under the SEBI Listing Regulations, is appended as Annexure A and B to corporate governance Report.

Additionally, the Management Discussion and Analysis Report required under Regulation 34(2) of the SEBI Listing Regulations forms an integral part of Annual Report of the company.

32. POLICY FOR DETERMINING MATERIALITY OF EVENTS

To enhance shareholder democracy and awareness, the Securities and Exchange Board of India

(SEBI) introduced amendments to the Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 via a notification dated June 14, 2023. This notification introduced quantitative criteria for determining the materiality of events/information that need to be disclosed to investors and stock exchanges.

SEBI also revised the list of events and information deemed material and required to be disclosed. In compliance with these amendments, the Company aligned its policies with the updated provisions of the SEBI Listing Regulations. The Materiality Policy can be accessed on the Company's website.

33. RELATED PARTY TRANSACTION POLICY

Related Party Transactions (RPTs) play a crucial role in ensuring good governance and maintaining the integrity of listed entities. To safeguard the interests of all stakeholders and promote transparency, SEBI, under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board of Directors review the Related Party Transaction (RPT) Policy at least once every six months or whenever there are updates to it.

In line with this requirement, the Board has reviewed and approved the recent amendments to the Related Party Transaction Policy. This updated policy is available on the Company's website at https://www.premcoglobal.com/ investors.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS or materialDuring the financial year 2024 25, no significant order has been passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on company's operations in future.

35. CONSERVATION OF ENERGY AND TECHNOLOGY

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

Mumbai.

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

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

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

1. The steps taken or impact on conservation of energy

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

2. The steps taken by the Company for utilizing alternate sources of energy Company manufactures Micro Elastic tapes.

These tapes require less finishing and hence less energy is consumed by heated drums.

3. The capital investment on energy conservation equipment.

The Company do not propose any major capital investment on energy conservation equipment's because the existing arrangement are sufficient to cater the company need and are cost effective.

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

B. Technology Absorption:

1. The efforts made towards technology absorption:

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

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

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

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

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

C. Foreign exchange Earnings and Outgo:

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

36. PARTICULARS OF EMPLOYEES

In accordance with Section 197 of the Companies 2013, and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details regarding remuneration and other disclosures are provided below A statement containing the particulars of employees as required under Section 197 of the Act, and Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is mentioned below. As per the provisions of Section 136 of the Annual Report is being sent to the Members and other stakeholders entitled thereto, excluding the Statement containing particulars of employees. Any Member who wishes to obtain a copy of such details may request the Company Secretary at cs@premcoglobal.com/ admin@ premcoglobal.com.

-Independent Directors are given only sitting fees.

C. Percentage increase in the median remuneration of employees in financial year 6.27%.

D. The number of permanent employees as on 31^st the March, 2025 was 214.

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

31

B. The percentage increase in remuneration of each

Director, Chief Financial Officer, Chief Executive Officer, Company Secretary.

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

F. Average percentile increases already made in the salaries of employees other than the managerial personnel in last financial year and its comparison with the percentile increase in managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial. :- It can be seen that increase in managerial remuneration is quite minimal as compared to last year, and the same has been approved by Nomination and Remuneration Committee. Whereas the employee's remuneration has been increased as per market trends and in line of trade.

G. No employee's remuneration throughout the year

2024-2025 exceeded Rupees One Crore and two Lakh or more per annum excluding Directors.

H. No employee employed for a part of the year is in receipt of remuneration aggregating to Rupees Eight

Lakhs Fifty thousand or more per month excluding

Directors.

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

Registered Office of the Company.

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

37. LISTING OF SHARES

The equity shares of the Company continue to remain on BSE Limited. The applicable listing fees for the financial year 2024 25 have been duly paid to the stock exchanges.

38. INSURANCE

All the properties of the Company, including buildings, plant and machinery, and inventories, have been adequately insured during the financial year 2024 25 to safeguard against risks and contingencies.

39. HUMAN RESOURCES

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

The correct recruitment practices are in place to attract the best technical manpower to ensure that the Company maintains its competitive position with respect to execution.

Your company continuously invests in attraction, retention and development of talent on an ongoing basis.

40. DISCLOSURE UNDER THE SEXUAL HARASSMENT

Your Company has zero tolerance for sexual at workplace and has adopted a Policy on Prevention,

Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual

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

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

41. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

The Company confirms that it has followed the Benefit Act, 1961. All eligible women employees received the required benefits, including paid leave, continued salary and service, and post-maternity support like nursing breaks and flexible work options.

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

In compliance with the provisions of Section 124 (5) of the listed Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, a sum of 4.62 Lakhs being the dividend lying unclaimed out of the dividend declared by the Company for the Financial Year 2016-2017 were transferred to IEPF on August 14, 2024. The details of the said unclaimed dividend transferred is available at the website of the Company at https://www.premcoglobal.com/ investors.

Similarly, During the period under review 1175 Equity

Shares pertaining to financial year 2016-2017 have been transferred to IEPF authorities on 29^th October 2024 vide Corporate Action in compliance with the provisions of Section 124 of the Companies Act, 2013 and Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 after sending letters to those Shareholders and also making an advertisement in the newspapers in this regard. Details of these shares transferred to IEPF are available on the website of the Company at https://www.premcoglobal.com/ investors.

Members who have a claim on the dividends and/or shares transferred to the Investor Education and Protection Fund (IEPF) are requested to follow the process outlined below:

Submit self-attested copies of the documents as specified in the IEPF-5 Help Kit, available on the IEPF website www. iepf.gov.in, to the Company or its Registrar and Transfer Agent (RTA).

Upon successful verification of the submitted the Registrar and Transfer Agent (RTA)will issue an Entitlement Letter to the claimant.

File Form IEPF-5 online on the IEPF website and send self-attested physical copies of the filed form along with the SRN Acknowledgement, Indemnity Bond, and the Entitlement Letter to the Company.

Upon receipt of all required documents, the Company shall submit an e-Verification Report to the IEPF Authority for further processing of the claim.

Members are kindly advised to note that no claim shall lie against the Company in respect of dividends and/or shares that have been transferred to the IEPF pursuant to applicable legal provisions.

The table below provides the details of dividends along with the respective due dates by which the same can be claimed from the Company's RTA before transfer to IEPF:

Your Company has not issued any shares with differential voting.

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

Your Company has not issued any sweat equity shares.

43. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY

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

44. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

As Company has not done any one-time settlement during the year under review hence no disclosure is required. 45. SUCCESSION PLAN

Your company has an effective succession planning mechanism focusing on the orderly succession of Directors, Key Management Personnel and Senior Management. The NRC implements this mechanism in conjunction with the Board.

46. LIQUIDITY

Your Company maintains sufficient cash to strategic objectives. We clearly understand that the liquidity in the Balance Sheet is to ensure balance between earning adequate returns and the need to cover financial and business risks. Liquidity also enables your Company to position itself for quick responses to market dynamics. 47. DATA PRIVACY, DATA PROTECTION, AND

The Company is committed to upholding the highest standards of data privacy and protection. In light of the increasing reliance on digital infrastructure, the Company has implemented comprehensive cybersecurity and data protection policies, aligned with industry best practices and the evolving regulatory framework, including provisions under the Information Technology Act, 2000, and applicable data protection regulations.

Key initiatives undertaken during the year include:

Deployment of end-to-end encryption and multilayered security protocols for data storage and transfer.

Regular third-party cybersecurity audits and vulnerability assessments.

Employee training programs on data protection and cybersecurity awareness.

Strict access control mechanisms and implementation of role-based permissions.

Data breach response protocols in accordance with the CERT-In guidelines.

The Company continues to invest in digital to ensure robust protection of stakeholder information and business continuity.

48. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS)

The Company has used accounting software for maintaining its books of account for the financial year ended March 31,

2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares.

As proviso to Rule 3(1) of the Companies (Accounts) 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is applicable for the financial year ended March 31, 2025.

49. APPOINTMENT OF DESIGNATED PERSON

(MANAGEMENT AND ADMINISTRATION) RULES 2014 meet our - RULE 9 OF THE COMPANIES ACT 2013.

In accordance with Rule 9 of the Appointment of Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations. The company has appointed Company Secretary and

Compliance Officer as Designated person in a Board meeting and the same has been reported in Annual Return of the company.

50. DIRECTORS RESPONSIBILITY STATEMENT

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

Pursuant to Section 134(5) of the Companies Act 2013, your Directors, to the best of their knowledge and belief confirm that: in the preparation of the annual accounts for the year ended 31^st March 2025, the applicable accounting standards and Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2025 and of the profit and loss of the company for that period;

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

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

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

the Directors have devised proper systems to ensure

Rules, compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

in accordance with the provisions of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has implemented systems and processes, including internal controls, to ensure compliance with all applicable provisions and to support fair, accurate and timely disclosure of

. financial and operational performance

51. ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from all connected with its business and record a deep sense of appreciation for the committed services of Staff of the Company. Your

Directors are also deeply grateful for the confidence and faith shown by the Stakeholders of the Company in them