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 reported a total revenue of ?7,928.10 Lakhs, marking a significant increase
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, reflecting a 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 of 127.62%.

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.

• Rther 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
lakhs, a significant increase from ' 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:

1^st Interim Dividend for FY 2024-25:

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
beneficial owners of the shares as on 3^rd August, 2024

which was the Record date fixed for the purpose.

Special Dividend for FY 2024-25:

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.

3rd Interim Dividend for FY 2024-25:

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:

I n 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.

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

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
TO BE ITS SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES DURING THE FINANCIAL
YEAR

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 no materially significant related 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, 2013
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 Party
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 are:

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.

Appointment, Re-appointment, Cessation and
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

I n 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.

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

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

Mr. Ashok Bhagwandas Harjani - Managing

Director,

Mrs. Nisha Prem Harjani - CFO,

Mr. Mustafa Manasawala - Company

Secretary &
Compliance
Officer (appointed
w.e.f 15^th May,
2025)

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

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
and Qualification of Directors) Rules, 2014. The
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
MATTERS CONCERNING A DIRECTOR

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

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

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

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

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:

*Cessation of Mrs. Sonu A. Chowdhary (DIN: 07153810)
from the Directorship of the Company upon completion of
her term as an Independent Director, effective from March
31, 2025.

**Appointment of Mr. Sumeet V. Rajani (DIN: 00350836)
as a Non-Executive Independent Director of the Company,
pursuant to the Board Resolution passed at the meeting
of the Board of Directors held on January 6, 2025, and
subsequently regularized by the shareholders through
postal ballot on February 20, 2025.

The requisite quorum was present at all the meetings. 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) Committees.
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 expenditure and
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 objectives
and ensures full compliance with the applicable laws, while
undertaking impactful initiatives aimed at sustainable social
development.

Corporate Social Responsibility (CSR) Committee and
Policy

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
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.

CSR Activities for FY 2024-25

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

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

20. CODE OF CONDUCT FOR PROHIBITION OF INSIDER
TRADING

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 Insider
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-defined
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,
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 (Membership No - F2988 & Certificate of
Practice No. 4052), a firm of Company Secretaries in
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

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

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

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
INVESTMENTS UNDER SECTION 186

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 defined
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 classified as 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
with the Certificate from the Practicing Company Secretary
confirming compliance with the conditions of Corporate
Governance.

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

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 Company
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.

A certificate from M/s. Abbas Lakdawalla and Associates
LLP, Practicing Company Secretaries (LLP IN. AAW-5507),
confirming compliance with the corporate governance
norms and certificate of non-disqualification of directors
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 investor
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.

I n 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

During the financial year 2024-25, no significant or material
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
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO

Efforts persists in the Company's endeavor to work deeply
on the conservation of energy and water across all its

manufacturing facilities as well as corporate office at
Mumbai.

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

A. Conservation of Energy:

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

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

1. The steps taken or impact on conservation of
energy

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

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

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

3. The capital investment on energy conservation
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:

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

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

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

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

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

C. Foreign exchange Earnings and Outgo:

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

(' In Lakhs)

36. PARTICULARS OF EMPLOYEES

I n accordance with Section 197 of the Companies Act,
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 Act, 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.

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

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

-Independent Directors are given only sitting fees.

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

D. The number of permanent employees as on 31^st
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.

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 listed
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
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

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

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

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

The Company confirms that it has followed the Maternity
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
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.

Process for Claiming Dividends and Shares Transferred
to IEPF:

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:

Document Submission:

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).

Entitlement Letter:

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

Filing IEPF Form-5:

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.

Submission of e-Verification Report:

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 outstanding
dividends along with the respective due dates by which
the same can be claimed from the Company's RTA before
transfer to IEPF:

OTHER DISCLOSURE

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

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

• Your Company has not issued any sweat equity
shares.

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

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

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 meet our
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
CYBERSECURITY

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 multi¬
layered 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 infrastructure
to ensure robust protection of stakeholder information and
business continuity.

48. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS)
RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013.

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) Rules,
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
- RULE 9 OF THE COMPANIES ACT 2013.

In accordance with Rule 9 of the Appointment of Designated
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
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 organizations
connected with its business and record a deep sense of appreciation for the committed services of Staff of the Company. Your
Directors are also deeply grateful for the confidence and faith shown by the Stakeholders of the Company in them.

By order of the Board
For Premco Global Limited

Ashok Harjani

Place: Mumbai Chairman and Managing Director

Date: 30^th July 2025 DIN: 00725890