Precision Wires India Ltd

TO THE MEMBERS

Your Directors have pleasure in presenting the Thirty Sixth (36th) Directors' Report of your Company along with Audited Financial Statements for the financial year ended 31st March, 2025.

1. FINANCIALRESULTS:

2. DIVIDEND AND RESERVE:

Your Directors' are pleased to recommend a Final Dividend of Rs. 0.50 per share (50%) per equity share of face value of Re. 1/- each for the year ended 31st March, 2025, subject to the approval of Members at the ensuing Annual General Meeting (AGM) of the Company.

1st Interim Dividend at the rate of Rs. 0.35 (35%) each per equity share and 2nd Interim Dividend at the rate of Rs. 0.30 (30%) for the year was recommended at the Board Meetings held on 11h t November, 2024 and 12th February, 2025 paid in November, 2024 and February, 2025 respectively. n I view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by h t e Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of h t e final dividend after deduction of tax at source.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")is available on the Company's website: https://precisionwires.in/policies/ .

The authorized share capital of the Company stands at Rs. 25,00,00,000/- divided into 22,00,00,000 equity shares of Re. 1/- each and 3,00,00,000 Un-classified Shares of Re. 1/- each.

The paid-up share capital of the Company stands at Rs. 17,86,57,975/- divided into 17,86,57,975 equity shares of Re. 1/- each.

No Amount was transferred to General Reserve during the Financial Year ended 2024-25.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF) n I accordance with the applicable provisions of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unclaimed dividends are required to be r t ansferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be r t ansferred to the demat account of the IEPF Authority. The details relating to amount of dividend transferred to the IEPF and corresponding shares on which dividends were unclaimed for seven (7) consecutive years, are provided on the website of the Company www.precisionwires.in.

3 OPERATIONS:

During the year under review there was normalcy in terms of Production and Sales. Our Production, Sales, and Revenue from Operations were higher compared to the preceding year, reflecting consistent operational performance and market demand.

The Company made suitable arrangements with indigenous producers and also supplemented with imports to ensure an uninterrupted supply of copper during the year. Efforts are ongoing to proactively tie up copper supplies for FY 2025-26, given the expected supply constraints in the domestic market.

The year also saw inflationary pressures, driven by rising costs of chemicals, varnishes, salaries and wages, export freight, and power tariffs in our area. Despite these challenges and a high interest rate regime, your Company continued to discharge all its financial and operational commitments on time, without delays or defaults.

The domestic demand remained stable, even amidst geopolitical uncertainties such as the Ukraine and Middle East conflicts, and volatility after the US Presidential election.

Looking ahead to FY 2025-26, macroeconomic conditions are expected to remain challenging due to heightened global tensions (Ukraine/Middle East, India-Pakistan, US-China), a reset in global trade dynamics, and fluctuating raw material prices and exchange rates.

Exports were satisfactory during the year, despite facing stiff competition and tariff discrimination in international markets.

The Company managed to maintain export volumes and performance, supported by a steady demand in key overseas markets. Despite the complex global environment, export demand remained stable, contributing to the Company's balanced revenue mix.

There was notable volatility in copper prices and exchange rates during the year under review:

• n I terms of USD per MT, the average copper price increased by approximately 13% compared to FY 2023-24.

• The Indian Rupee weakened by around 2% on average during the year.

As a matter of policy and risk mitigation, the Company continued to follow a strategy of back-to-back transactions-purchasing copper against confirmed sales orders to minimize exposure to market fluctuations.

On the supply side, the Tuticorin smelter of Vedanta Limited, a key supplier, remained shut throughout the year. Hindalco Industries Limited (Birla Copper), India's principal producer of copper cathodes and rods, operated at high-capacity levels, though their supply may still fall short of the growing domestic demand.

Copper supply remains tight globally, and while Kutch Copper Limited (Adani Group) was expected to begin production in Q1 of FY 2024-25, the project has been substantially delayed and is now likely to commence regular operations in FY 2025-26, with full stabilization taking time.

Additionally, the Bureau of Indian Standards (BIS) introduced Quality Control Orders (QCOs) on critical raw materials like Copper Wire Rods and Cathodes, which has added complexity to the procurement and supply chain processes.

The Expansion/Modernisation at Silvassa Works, with an additional capacity of 9000 MT per year of Winding Wires made of Copper of various types was successfully completed during April-June 2024, marking a significant milestone in the company's growth and modernization efforts.

A further Expansion/Modernisation of 6000 MT per year of Winding Wires made of Copper of various types was approved in the February 2024 Board Meeting. The project implementation is currently under progress, with several machines already delivered. The Company is actively working on the execution phase, and the project is expected to be fully completed by the end of Q2 FY 2025-26.

I n the August/November, 2024 Board Meeting, a new Expansion/Modernisation project at Silvassa was approved with an capacity of 6700 MT per year of Winding Wires made of Copper of various types. Most of the equipment has already been ordered. Additionally, Civil Work for the expansion is under progress. The project s i projected to be completed by the end of Q1 FY 2026-27.

Keeping in mind the strategic benefits, environmental sustainability and economic viability, the Company has recently decided to execute a project at Village Zaroli, Gujarat for Recycling of Copper Waste and Scrap/Refining of Copper for the manufacture of Copper Cathodes. The Board of Directors authorised I n vestment of approx. Rs. 188 Crore (excluding Land) for the said Project.

The Board of Directors at the meeting held on 08th February, 2024, decided to start manufacturing Copper Rods from Copper Cathodes in Gujarat.

The Copper Cathodes produced from above mentioned Recycling/Refining project, will be available from FY 2026-27 onwards and will be internally used for manufacture of Copper Wire Rods.

Copper Wire Rods are our primary raw material for the manufacture of Winding Wires made of Copper.

(Figures of preceding year in brackets)

• Total Revenue from Operations (Net of Taxes): Rs. 4,01,483 lakhs (Rs. 3,30,169 lakhs)

• Profit Before Depreciation, Interest, and Tax (PBDIT): Rs. 18,666 lakhs (Rs. 15,333 lakhs)

• Finance Cost: Rs. 4,666 lakhs (Rs. 3,713 lakhs)

• Depreciation: Rs. 1,963 lakhs (Rs. 1,739 lakhs)

• Profit Before Tax (PBT): Rs. 12,037 lakhs (Rs. 9,880 lakhs)

• Provision for Tax: Rs. 3,033 lakhs (Rs. 2,595 lakhs)

• Profit After Tax (PAT): Rs. 9,004 lakhs (Rs. 7,285 lakhs)

• Other Equity (Excluding Revaluation Reserve): Rs. 55,837 lakhs (Rs. 48,857 lakhs)

• Current Ratio: 1.60 (1.71)

• Debt-to-Equity Ratio: 0.11 (0.19)

4. NUMBER OF BOARD MEETINGS HELD:

18h t May, 2024, 10th August, 2024, 11th November, 2024, 12th February, 2025 and 22nd March, 2025.

The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Act and the SEBI Listing Regulations. The details of the meetings and attendance of Directors are furnished in the Corporate Governance Report which forms part of this Annual Report.

Further, during the year, a separate meeting of the Independent Directors of the Company was held on 12th February, 2025 to discuss and review the performance of all other non-Independent Directors, Chairperson of the Company and h t e Board as a whole and for reviewing and assessing the matters as prescribed under Schedule IV of the Companies Act, 2013 and under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

5. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that: a) In the preparation of the Annual Accounts for the year ended 31st March, 2025, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit of the Company for the same period; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) they have prepared the Annual Accounts on a going concern basis; e) they have laid down internal financial controls in the Company that are adequate and were operating effectively. f ) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

6. DECLARATION BY THE INDEPENDENT DIRECTORS:

The Independent Directors of the Company have submitted the declaration of Independence as required under Section 149(7) of the Act, confirming that they meet the criteria of independence under Section 149(6) of the Act, and Regulation

16 (1)(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( L isting Regulations).

7. NOMINATION AND REMUNERATION POLICY:

The Policy of the Company on Directors' Appointment, Remuneration and other Terms including criteria for determining qualifications, positive attributes, experience and any other matters as required to be provided for the Independence of a Director as per subsection (3) of Section 178 of the Act and Regulation 19 of Listing Regulations is appended as Annexure-I to this Annual Report.

The inter alia, provides that the Nomination and Remuneration Committee shall, formulate the criteria for Board membership, including the appropriate mix of Executive& Non-Executive Directors, Board Diversity and approve and r e commend compensation packages and policies for Directors and Senior Management and lay down the effective manner of performance evaluation of the Board, its Committees and the Directors and such other matters as provided under Section 178 of the Act and Listing Regulations.

The Company affirm that, the remuneration paid to the Directors, Key Managerial Personnel and Senior Management is n i accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the SEBI Listing Regulations.

The salient features of the Nomination and Remuneration Policy of the Company are outlined in the Corporate Governance Report which forms part of this Annual Report. The Policy is also available on the website of the Company www.precisionwires.in.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL: DIRECTORS:

During the financial year 2024-25, following changes has taken place on the Board of Directors of the Company : a. Shri Milan M. Mehta has been re-appointed as a Managing Director in the Board Meeting held on 08th February, 2024 for a period of three years starting from 01st April, 2024 and subsequently confirmed by the members of the Company by way of postal ballot on 15th April, 2024. b. Shri Manoj Lekhrajani, has been appointed as a Non-Executive Independent Director of the Company on 06th March, 2024 and subsequently confirmed by the members of the Company through postal ballot on 15th April, 2024. c. Shri Sanjay Singhvi, was appointed as Additional Executive Director on the Board Meeting held on 10th August, 2024 and the appointment was subsequently confirmed by the members of the Company through postal ballot on 12th September, 2024. d. The term of Shri Pradip Roy, Non-Executive Independent Director, ended in the last 35th Annual General Meeting of the Company. e. Shri Mahendra Mehta, Chairman and Executive Director of the Company resigned w.e.f. 01st October, 2024. He has been appointed as Chairman Emeritus w.e.f. 01st October, 2024.

. f Shri Milan M. Mehta, was re-designated as Chairman and Managing Director and Shri Deepak M. Mehta was redesignated as Vice Chairman and Whole-Time Director w.e.f. 01st October, 2024.

During the Financial year 2024-25 below person were acting as Key Managerial personnel of the Company:

9. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has, inter alia, received the following declarations from all the Independent Directors as prescribed under sub-section (6) of Section 149 of the CompaniesAct, 2013 and under Regulation 16(1)(b) read with Regulation 25 of the SEBI (LODR), Regulations, 2015 confirming that:

a. they meet the criteria of independence as prescribed under the provisions of the Act, read with Schedule IV and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affecting h t eir status as Independent Directors of the Company;

b. they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

c. they have registered themselves with the Independent Director's Database maintained by the Indian Institute of Corporate Affairs and have qualified the online proficiency self-assessment test or are exempted from passing the e t st as required in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

d. they had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s). The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

Pursuant to the provisions of Section 118 of the Act, the Company has complied with all the applicable provisions of the Secretarial Standard - 1 and Secretarial Standard - 2 relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively

M/s S.R. Divatia & Company, Chartered Accountants (ICAI Firm Registration No. 102646W), firm of Chartered Accountant appointed as Statutory Auditor of the Company from the conclusion of the 33rd AGM to the end of the 38th AGM of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their Audit Report for the Financial Year ended on 31st March, 2025.

During the year under review, Company has paid Audit fees of Rs. 15 Lakhs (Rupees Fifteen Lakhs) to the Statutory Auditor of the Company, for the Audit of the Financials of the Company.

Based on the recommendation of the Audit Committee and passed by the Board at its meeting held on 18th May, 2024, the Board has appointed M/s. Gangan & Co., Cost Accountants as the Cost Auditors to audit the Cost Accounts of the Company for the Financial Year 2024-25 at a remuneration of Rs.3.00 Lakhs plus taxes as may be applicable and reimbursement of out of pocket expenses.

The Cost Accounting records maintained by the Company for Products covered under GST Tariff of India Chapter Heading / Sub Heading HS 8544 (Winding Wires made of Copper) and also Insulating Varnish HS 3208/09 are subject to yearly audit by qualified Cost Auditors.

The Secretarial Audit Report along with Secretarial Compliance Report for the Financial Year ended 31st March, 2025 under Companies Act, 2013, read with Rules made thereunder and Regulation 24A of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in Annexure I to this Annual Report.

There were no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditors in their Audit Report for the Financial Year ended on 31st March, 2025.

As on March 31, 2025, The Board has Five (5) mandatory committees under the applicable provisions of the Act and SEBI Listing Regulations namely

a. Audit Committee

b. Nomination & Remuneration Committee

c. Stakeholder Relationship Committee

d. Risk Management Committee

e. Corporate Social Responsibility Committee

During the year, all the recommendations of the above Committees have been accepted by the Board. A detailed update on the Board, its committees, its composition, detailed charter including terms of reference of various Board Committees, number of Board and Committee meetings held and attendance of the Directors at each meeting is provided in the Corporate Governance Report, which forms part of the Annual Report.

Further the Company also has one non mandatory Committee i.e. Banking and Finance Committee.

The Company has been addressing various risks impacting the Company. Risk Management is integral to your Company's strategy and for the achievement of our long-term goals. Our success as an organization depends on our ability to identify and leverage the opportunities while managing the risks.

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks and also to identify business opportunities. As a process, the risks associated with the business are identified and prioritized based on severity, likelihood and effectiveness of current detection. Such risks are reviewed by the senior management periodically.

a. Shri Milan M. Mehta - Chairman and Managing Director

b. Shri Niraj Bhukhanwala - Non-Executive Independent Director

c. Shri Deepak M. Mehta - Vice Chairman and Whole-Time Director

d. Shri Sanjay Singhvi - Executive Director

The Company is also mitigating these risks with the help of regular external compliance audits.

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act, read with Companies (Meeting of Board and Its Powers) Rules, 2014 as on 31st March, 2025 are given in the Notes to the Financial Statements forming part of this Annual Report. The Company has not given any Loans/Guarantees to any Individual/ Body Corporate, except to its employees.

There have been no material changes and commitments affecting the financial position of the Company which have occurred during the end of the Financial Year 2024-25 of the Company to which the financial statements relate and the date of the Annual Report.

Pursuance to SEBI Circular No. SEBI/HO/DDHS/ CIR/P/2018/144 dated November 26, 2018, read with SEBI Circular No. SEBI/HO/DDHS/DDHS RACPOD1/P/CIR/2023/172 dated October 19, 2023, the Directors confirm that the Company

s i not defined as a "Large Corporate" as per the framework provided in the said Circular. Further, your Company has not r a ised any funds by issuance of debt securities.

As per the requirement under Section 92(3) of the Companies Act, 2013, the Annual Return is available on the website of the Company at the link https://precisionwires.in/financial-results-annual/. The Copy of Annual Returns are updated within 60 days from the date of meeting of the Annual General Meeting.

The Company doesn't have any Subsidiary, Joint Venture or Associated Companies.

All transactions entered with Related Parties, during the financial year were in the ordinary course of business and on an arm's length basis on normal commercial terms and do not attract the provisions of Section 188 of the Companies Act, 2013. Thus, there are no transaction required to be disclosed under form AOC-2. There were no materially significant Related Party's transactions during the financial year with Promoters, Directors and Key Managerial Personnel which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the Notes to the Financial Statements.

The Board has approved a Policy for Interested Related Party Transactions which has been uploaded on the Company's website.

The Company has frame work for the purpose of identification and monitoring of Related Party Transactions. All Related Party Transactions are placed before the Audit Committee as also to the Board of Director's for approval. Prior omnibus approvals are granted by the Audit Committee for Related Party Transactions. Transactions entered into pursuant to omnibus approval are placed before the Audit Committee and Board for review and approval on quarterly basis.

The Related Party Transactions as required under Accounting Standard are reported in the notes to financial statement. Pursuant to Regulation 23(9) of the SEBI LODR Regulations, the Company had filed to the stock exchanges the details of related party transactions on half yearly basis. The said disclosures can be accessed on the website of the Company at https://www.precisionwires.in.

The particulars in respect of Conservation of Energy, TechnologyAbsorption and Foreign Exchange Earnings and Outgo, as required under Section 134(3)(m) of the Act, read with the Companies (Accounts) Rules, 2014 is given in Annexure III t o this Annual Report.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

The Board constituted its Internal Complaints committee (ICC) to provide protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected therewith or incidental thereto.

All employees are covered under this policy. During the FY 2024-25, there were no complaints received by the Committee.

I n terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of the Company has constituted a CSR Committee. The Committee comprises of One Independent Director and Two Executive Directors. The CSR Policy has been uploaded on the website of the Company.

As required under the Companies Act, 2013, During the year under review, the Company was required to contribute Rs.175.76 Lakhs. The Company has fully contributed the entire amount to eligible entities as required pursuant to provisions of Section 135 of the Companies Act, 2013. The detailed statement in Annexure-IV is the part of the Director Report. The Company has made an excess spend of Rs. 2.81 Lakhs.

The CSR projects of the Company are primarily focused in the areas of Education, Healthcare, Promotion of Sports and Skill Development, Social Welfare, Rural Development and Eradication of Hunger and Malnutrition etc.

Pursuant to Regulation 34 of Listing Regulations, the Corporate Governance Report together with Certificate from Practicing Chartered Accountant, on compliance with the conditions of Corporate Governance as laid down, forms a part of this Annual Report.

24. PERFORMANCE EVALUATION: n I accordance with the provisions of the Companies Act, 2013 and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company at its meeting held on 17th May, 2025 undertook an annual evaluation of the performance of the Board, its committees and all the individual Directors.

Performance of the Board and Board Committees was evaluated on various parameters such as structure, composition, diversity, experience, corporate governance competencies, performance of specific duties and obligations, quality of decision-making and overall Board effectiveness. Performance of individual Directors was evaluated on parameters such as meeting attendance, participation and contribution, engagement with colleagues on the Board, responsibility towards stakeholders and independent judgement. All the Directors were subjected to peer-evaluation.

The Board discussed the performance evaluation reports of the Board, Board Committees, Individual Directors, and Independent External Persons. The Board upon discussion noted the suggestions/inputs of the Directors. Recommendations arising from this entire process were deliberated upon by the Board to augment its effectiveness and optimize individual strengths of the Directors.

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations at present so far.

The Statement of Disclosure of Remuneration under Section 197 of the Act and Rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rule") is appended as Annexure- VI to this Directors' Report.

The Companies Audit Committee consists of following Independent Directors: a. Shri Niraj Bhukhanwala (Chairman) - Non-Executive Independent Director b. Shri Manoj Lekhrajani (Member) - Non-Executive Independent Director c. Shri Milan M. Mehta - Non-Voting Member - Chairman and Managing Director

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Act, and Regulation 18 of the Listing Regulations.

All members of the Audit Committee are financially literate and have experience in financial management. All the e r commendations made by the Audit Committee were accepted by the Board of Directors of the Company.

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company's internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s. Kailash Chand Jain & Co, Chartered Accountants, Reputed Firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the Industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations.

The Policy also provides adequate protection to the Directors, Employees and Business Associates who report unethical practices and irregularities. Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy. The Whistle Blower Policy of the Company can be accessed at website of the Company at www.precisionwires.in.

There were no allegations/ disclosures/ concerns received during the year, in terms of the vigil mechanism established by the Company. During FY 2024-25, no person was denied access to the Chairperson of the Audit Committee.

Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI ( L isting Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section and forms part of this Annual Report.

I n terms of Regulation 34(2)(f) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, detailed information on the initiatives taken by the Company from an environmental, social and governance perspective is provided in the Business Responsibility and Sustainability Report which forms part of this Report.

33. PREVENTION OF INSIDER TRADING: n I January 2015, SEBI notified the SEBI (Prohibition of insider trading) Regulations, 2015 which came into effect from May 15, 2015. Pursuant thereto, the Company has formulated and adopted a new Code for Prevention of Insider Trading.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. The Company also maintains Structural Digital Database of all Insider, as directed by the SEBI.

All Board members and the designated employees have confirmed compliance with the Code.

During the year, the Statutory Auditors, Secretarial Auditors and Cost Auditors have not reported any instances of fraud committed in the Company by its officers or employees under section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014

The Company has in place a Code of Conduct for Board Members and Senior Management Personnel of the Company. The Code of Conduct lays down the standard of conduct which is expected to be followed by the Directors and the Senior Management Personnel and the duties of Independent Directors towards the Company.

The Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them, during the year ended 31st March, 2025 ACertificate by Shri Milan M. Mehta, Chairman and Managing Director and Shri Mohandas Pai, Chief Financial Officer of the Company is also annexed to the Corporate Governance Report.

The said Code is also available on the Website of the Company: https://precisionwires.in/wp-content/uploads/2024/01/12.-Code-of-Conduct-for-Directiors-SMP-and-KMP-1.pdf

36. OTHER DISCLOSURES: a. The Company does not have any scheme or provision of money for the purchase of its own shares by Employees/ Directors or by Trustees for the benefit of Employees/Directors; and b. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise. c. The Company has received a demand order of Rs. 37,464/- from Office of Assistant Commissioner of State Tax.

Ghatak 56 (Ankleshwar) Range-14 (Bharuch) Division-6 Gujarat - 393002 (GST). The demand raised through the said order was paid by the Company. d. There is no proceeding filed / pending under the Insolvency and Bankruptcy Code, 2016. h. There was no instance of onetime settlement with any Bank or Financial Institution.

Your Directors place on record their sincere appreciation for significant contribution made by employees of the Company at each level, through their dedication, hard work and commitment.

The Board places on record its appreciation for the continued co-operation and support extended to the Company by various Banks, Stock Exchanges, NSDL and CDSL. The Board wishes to express its grateful appreciation for the assistance and co-operation received from Vendors, Customers, Consultants, Banks, Financial Institutions, Central and State Government bodies, Dealers and other Business Associates. The Board deeply acknowledges the trust and confidence placed by the Consumers of the Company and, above all, the Shareholders.