Pee Cee Cosma Sope Ltd

TO THE MEMBERS OF PEE CEE COSMA SOPE LTD : The Directors hereby present their 37th Annual Report on the business and operations of the Company and the Financial Accounts for the year ended 31st March, 2024..

(Rs. in Lakhs)

Company Performance : During the year under review total income of the Company was Rs.13424.65 Lakhs as against Rs.12505.06 Lakhs in the previous year. The Company was able to earn a marginal profit for the year of Rs1044.37Lakhsagainst a profit of Rs. 248.62 Lakhs. Your Directors are putting in their best efforts to improve the performance of the Company.

Statement of Company's Affair : Our financial performance continues to be encouraging and we believe that we will continue registering sustained growth going forward.The company implemented effective strategies that unlocked significant market potential, resulting in strong margins and increased turnover for the coming year. Share Capital : The Issued, Subscribed and Paid up Share Capital of the Company as on 31stMarch, 2024 amounted to Rs. 2,64,62,500/- (Rupees Two Crore Sixty Four Lakhs Sixty Two Thousand Five Hundred Only) divided into 26,46,250 (Twenty Six Lakh Forty Six Thousand Two Hundred Fifty) number of Equity Shares of Rs. 10/- each (Rupees Ten).

The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

Dividend : Your Directors have pleasure in recommending a dividend of 50% i.e. 5/- per equity share of face value of 10/- each for the financial year ended 31st March, 2024 at their meeting held on 28th

May, 2024 amounting to 132.31 Lacs (approx.). The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The Register of Members and Share Transfer Books will remain closed from Saturday, 21st September, 2024 to Monday, 30th September, 2024 (both days inclusive) for the purpose of payment of dividend for the financial year ended 31st March, 2024. The Annual General Meeting is scheduled to be held on Monday, 30th September, 2024.

Transfer of unclaimed dividend to Investor Education and Protection Fund

During the Financial Year 2023-2024, the company has transferred Rs. 191169/-, being Unpaid Dividend for Financial year 2015-2016 to IEPF Authority.

During the Financial Year 2023-24, the Company has transferred 8026 Equity shares in respect of which Dividend has been unpaid/unclaimed for a consecutive period of seven years to the Investor Education and Protection Fund in pursuance to rule 6(5) of the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. Details of such transfer is available at Company's website and such shares can be claimed back from IEPF Authority only after following the prescribed procedure.

Transfer to Reserve : During the financial year 2023-24, the Board of Directors of your Company has decided not to transfer any amount to the Reserves and Surplus Account.

Change in nature of Business of the Company : There has been no change in the nature of business of the Company.

Material Changes, etc. : Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company-31st March,2024. Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 Detail of loans, guarantees and investments falling under Section 186 of the Companies Act, 2013 as on 31st March, 2024 is as under:

Disclosure on Deposit under Chapter V : The Company has neither accepted nor renewed any deposits from public during the Financial Year 2023-24 in terms of Chapter V of the Companies Act, 2013.

Report on Subsidiaries, Associates and Joint Venture companies : The Company has no subsidiaries, associates and joint ventures companies.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo : Pursuant to provisions of Section 134 of the Companies Act,2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as ‘Annexure 1'which forms part of this report.

Listing : At present, the equity shares of the Company are listed at BSE Ltd. The annual listing fees for the Financial Year 2024-25 to BSE Ltd have been paid.

Directors : During the Financial Year 2023-24,there is no change in the Board of the Company except the following : l Shri Amar Singh Rajput (DIN: 00172301), an Independent Director, departed for his heavenly abode on 13th July, 2023 and accordingly ceased to be Director of the Company with immediate effect. l Shri Kshitiz Agarwal (DIN: 01768123) was appointed as Additional Director w.e.f.1st September, 2023 in the category of Independent Director and appointed as Director for a period of 5 years up to 31st August, 2028 by the members in the last Annual General meeting held on 29th September, 2023.

Shri Ankit Jain (DIN: 05343684) who retires by rotation on the AGM held on 29th September, 2023 was re-appointed as Director in pursuant to the provisions of Section 152 of the Companies Act, 2013. l The second term of office of Mr. Anil Gupta (DIN: 00283431) and Ms. Babita Agarwal (DIN: 07101475) as Independent Directors will be expiring on 13th November, 2024 and 24th March, 2025 respectively. The Board of Directors in their meeting held on 13th August, 2024 upon recommendation of the Nomination and Remuneration Committee and subject to the approval of members in the ensuing AGM, has recommended appointment of Mr Nirbhay Mishra (DIN: 00302769) and Ms Aanchal Jain (DIN: 05348101) as Non-Executive Independent Director for a term of 5(five) consecutive year commencing from 14th November, 2024 and 25th March, 2025 respectively. The terms and conditions for their re-appointment are contained in the Explanatory Statement forming part of the notice of the ensuing AGM of the Company. l The Board of Directors has in its meeting held on 13th August 2024, on the recommendation of Nomination and Remuneration Committee of the Board ("NRC"), re-appointed Mr. Ankur Jain (DIN: 00172356) as Managing Director, respectively for a further period of five (5) years w.e.f. September 1, 2024 subject to approval of shareholders, as their current term of office will expire on August 31, 2024. The terms and conditions for their re-appointment are contained in the Explanatory Statement forming part of the Notice of the ensuing AGM of the Company.

l In Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for reappointment at every Annual General Meeting (AGM). Consequently, Mr. Ankur Jain (DIN: 00172356), Director will retire by rotation at the ensuing AGM, and being eligible, offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

A brief resume of the Directors proposed to be appointed/re-appointed in the ensuing Annual General Meeting, the nature of his expertise in specific functional areas, disclosure of relationships between Directors inter-se, names of Companies in which he/she has held directorships, committee memberships/chairmanships, his shareholding etc., is annexed to the Corporate Governance Report and Notice of the ensuing AGM and forming part of the Annual Report.

Key Managerial Personnel : The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows :

Policy on Directors appointment and Policy on remuneration : Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as ‘Annexure-2' respectively, which forms part of this report.

Particulars of remuneration of Directors/ KMP/ Employees : There are no employees who are in receipt of remuneration more than the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014.Details of top ten employees in respect of their remuneration required under Rule

5(2) is attached as ‘Annexure 3'.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ‘Annexure 4' which forms part of this report.

Declaration by Independent Director : The Non-Executive Independent Directors of the Company have given the declarations stating that they continue to confirm the criteria set out for Independent Directors under Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Number of Meetings of the Board : During the Financial Year 2023-24, 5(Five) Board meetings were held. Attendance of Directors are as below:

Performance Evaluation of the Board, its Committees and Individual Directors : Pursuant to applicable provisions of the Companies Act, 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Board's focus, regulatory compliances and

Corporate Governance, etc. Similarly, for evaluation of Individual Director's performance, the questionnaire covers various aspects like his/her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc.

Board members had submitted their response on a scale of 5(excellent) 1 (poor) for evaluating the entire Board, respective Committees of which they are members and of their peer Board members, including Chairman of the Board.

The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and Non-Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of every Director's performance. The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires. The Directors expressed their satisfaction with the evaluation process.

Composition of Audit Committee : As on 31st March, 2024, the Audit Committee of the Company comprises the following directors :

1. Mr. Nemi Chandra Jain - Chairman (Independent Director)

2. Mr. Ankur Jain - Member (Promoter & Executive Director)

3. Mrs. Babita Agarwal - Member (Independent Director)

Second term of Mr Nemi Chandra Jain as Independent Director ended on 31st March, 2024. Accordingly, board of Directors in their meeting held on 10th February 2024 has re-constituted Audit Committee of the Board of Directors. The newly constitutes Audit Committee effective from 1st April, 2024 is as follows :

1. Mr. Kshitiz Agarwal - Chairman (Independent

Director)

2. Mr. Ankur Jain - Member (Promoter & Executive Director)

3. Mrs. Babita Agarwal - Member (Independent Director)

Further, all recommendations of Audit Committee were accepted by the Board of Directors.

Statutory Auditors and their Report : M/s Doogar & Associates, Chartered Accountants, Statutory Auditors of the Company were appointed at the 35th (Thirty Fifth) Annual General Meeting of the Company held on 24thSeptember, 2022 to hold such office till the conclusion of the AGM to be held in the year 2027.

The Auditors report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended 31st March, 2024.

The notes on financial statement referred to in the Auditors' Report are self-explanatory and therefore do not require any further comments.

Secretarial Auditors : Your Board, during the year, appointed M/s R& D Company Secretaries, to conduct Secretarial Audit of the Company for the financial year ended 31st March, 2024. The Report of M/s R& D Company Secretaries in terms of Section 204 of the Act is provided in the "Annexure 5' forming part of this Report.

Maintenance of Cost Records : During the year under review, the Company was not required to made and maintained cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

Fraud Reporting : During the year under review, no instances of fraud were reported by the Statutory Auditors, Cost Auditors and Secretarial Auditors of the Company in terms of provisions of Section 143(12) of the Companies Act, 2013.

Details of significant and material orders passed by the regulators, courts or tribunals impacting the going concern status of the Company

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.

Directors' Responsibility Statement : Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, the Directors confirm :

a) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures;

b) That they had selected such accounting policies and applied them consistently, and made judgements 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 and loss of the Company for that period;

c) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That they had prepared the annual accounts on a going concern basis;

e) That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Secretarial Standards : The Company has complied with the provisions of Secretarial Standards issued by Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

Corporate Governance : Your Company maintains the highest level of transparency, accountability and good management practices through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities.

The Board has also evolved and adopted a Code of Conduct as per SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2015 based on the principles of good Corporate Governance and Best Management Practices. The Code is available on the Company's website i.e., www.peeceecosma.com under "Investors- Corporate Governance" Section.

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Report on Corporate Governance along with the Statutory Auditors' Certificate confirming compliance with Corporate Governance norms is annexed to this Report.

Corporate Social Responsibility (CSR) : The Company has a Corporate Social Responsibility Committee in place as per the provisions of Section 135 of the Companies Act, 2013. As on 31stMarch 2024, the Committee consisted of Mr. Mayank Jain, Chairman, Mrs. Babita Agarwal, and Mr. Ankit Jain as other members of the Committee.

The vision of Pee Cee Cosma Sope Ltd. is to undertake CSR activities to make sustainable impact on the human development of underserved communities through initiatives in Education, Health and Livelihoods.

Further, the Board of Directors of your Company has also adopted the CSR Policy of the Company as approved by the Corporate Social Responsibility Committee which is also available on the website of the Company at www.peeceecosma.com.

The net profit of the Company during the immediately preceding financial year i.e. 2022-23 was below the threshold limit of Rs.5 Crore. Accordingly, the Company does not come under the preview of Section 135 of the Companies Act, 2013 in relation to Corporate Social Responsibility during the financial year 2023-24.

However, Company has voluntary made contribution of Rs. 7.98 Lakhs during the financial year 2023-24 on CSR Expenditure in the below mentioned activities :

Internal Financial Controls System : According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company's IFC system also comprises due compliances with Companys policies and Standard Operating Procedures (SOPs) and audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks from M/s Jay Pee & Associates, Chartered Accountants, the Internal Auditors and various transaction auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board. During the year the Internal auditors have also been engaged for providing assistance in improvising IFC framework (including preparation of Risk & Control Matrices for various processes) and deployment of Self-Assessment Tool.

Details of internal financial control and its adequacy in compliance with the provisions of Rule 8 (5)(viii) of Companies (Accounts) Rules, 2014 are included in the Management Discussion and Analysis Report, which forms partof this Report.

Risk Management Policy : The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Through this program, each Function and Unit addresses opportunities and risks through a comprehensive approach aligned to the Company's objectives. The Company has laid down procedures to inform the Audit Committee as well as the Board of

Directors about risk assessment and management procedures and status.

Sustainability is embedded in the Corporate Enterprise Risk Management program, which gives an opportunity to increase the effectiveness of risk management practices and for improving business efficiency. The Company's social and environmental policies correlate strongly with the risk management strategy and ultimately the financial performance.

This risk management process, which is facilitated by internal audit, covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen strategies. The current risk slate and the comprehensive risk policy have been further redefined during the year. The major risks forming part of the Enterprise Risk Management process are linked to the audit universe and are covered as part of the annual risk based audit plan.

Vigil Mechanism Policy : The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

Prevention of Sexual Harassment : The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder for prevention and redressal of complaints of Sexual Harassment at workplace.

The Company is committed to provide equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability etc. All women associates (permanent, temporary, contractual & trainees) as well as any women visiting the Company's office premises or women service providers are covered under this Policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

The Directors further state that during the year under review, there were no complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee has been setup to redress complaints regarding Sexual Harassment, if any.

Web address for Annual Return : As per Section 134(3)(a) of the Companies Act, 2013, the Annual Return referred to in Section 92(3) has been placed on the website of the Company www.peeceecosma.com under the Investors Relation.

Contracts or arrangements with Related Parties under Section 188(1) of the Companies Act, 2013

With reference to Section 134(3)(h) of the Companies Act, 2013,all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the Financial Year, were in the ordinary course of business and on arm's length basis. During the year, the Company had not entered into any contract or arrangement with related parties which could be considered ‘material' according to the policy of the Company on Materiality of Related Party Transactions. The detail of particulars of contracts or arrangements with related parties referred to in Section 188(1) is given in Form AOC-2 annexed with this report marked as ‘Annexure 6'.

With reference to Clause 53(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your attention is drawn to the Related Party disclosures set out in Note no. 40 of the Financial Statements.

Details of application made or any proceeding pending under The Insolvency and Bankruptcy Code, 2016 (31 Of 2016) during the year along with their status as at the end of the financial year

During the year under review, no application was made and no proceeding was pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

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

During the year under review, no such valuation was required to be done.

Acknowledgements : Your Directors place on record their gratitude to the Central Government, State Governments and Company's Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.