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Year End :2024-03

Your Board have pleasure in presenting the Forty Third Annual Report of your Company together with the Audited Statement of Accounts for the Financial Year ended on 31^st March, 2024 along with Independent Auditors' Report thereon and Secretarial Audit Report for the financial year under report.

Financial Results		(Rs. In lacs)
Particulars	2023-24	2022-23
Gross Income	2200.72	1861.25
Expenditure	2471.81	2729.86
Exceptional item	-1286.31	693.85
Total expenditure	1185.50	3423.71
Profit before tax	1015.22	-1562.46
Profit/(Loss) after tax	1015.22	-1562.46
Other comprehensive Income/(Loss)	3.68	-14.10
Total Comprehensive Income/(Loss)	1018.90	-1576.56
Dividend	Nil	Nil
Paid up equity	1202.36	1202.36
Profit/(Loss)appropriated to General Reserve	Nil	Nil
Profit/ (Loss) Account (Retained Earnings)	-6527.48	-7546.38
Reserves (Including Capital Reserves)	1678.26	659.36
Net Property Plant and Equipment & Investment Property	371.47	388.83
Capital employed	2932.23	2286.96
Earning/(Loss) per share (in Rs.)	8.44	-13.00
Cash earning/(loss) per share (in Rs.)	8.61	-12.80
Book value per share (in Rs.)	23.98	15.50

Web-link of Annual Return

The copy of Annual Return pursuant to the provisions of sub-section (3) of Section 92 of the Companies Act, 2013 is placed on the website of the company and web link of annual return is: http://www.puncom.com/?id=110

Meetings

During the year, Six Board meetings were duly convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period as prescribed under the provisions of Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (herein after referred to as “Listing Regulations") and Secretarial Standards (SS)-1 on Meetings of Board of Directors.

Directors Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility statement, it is hereby confirmed:

a) That in the preparation of the Annual Accounts for the Financial Year ended 31^st March, 2024, the applicable Indian Accounting Standards have been followed along with proper explanation relating to material departures.

b) That 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 at the end of the financial year and of the profit and loss of the company for the year under review.

c) That 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) That the Directors have prepared the Annual Accounts for the Financial Year ended 31^st March, 2024, on a going concern basis; and

e) That the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively.

f) That 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.

Frauds reported by Auditors u/s 143(12)

Your company has complied with all the provisions of Section 143 of the Companies Act, 2013.Hence, there are no frauds reported by the Auditors other than those which are reportable to the Central Government. Further, no fraud has been reported to the Central Government.

Declaration by Independent Director(s)

All the Independent Directors on the Board of Puncom have given their respective declaration under Section 149(7) that they meet the criteria of independence, as per the provisions of sub-section (6) of Section 149 of Companies Act, 2013 along with Regulation 16 (b) & Regulation 25 of SEBI Listing Regulations. All the independent directors of the company has declared that they have registered themselves with databank of Independent Directors as maintained by Indian Institute of Corporate Affairs in compliance with Rule 6(1) of Companies (Appointment & Qualification of Directors) Rules, 2014. Accordingly, the Board has formed a satisfactory opinion regarding integrity, expertise and experience of the independent directors after

undertaking due assessment of the veracity of the declaration made by them.

All the independent directors of your company except Dr. Neelu Jain are not required to pass the online proficiency selfassessment test and falls under the exemption category. Further, Dr. Neelu Jain recently has passed the test on April 9, 2024,

i.e. within two (2) years of her registration.

Company's Policy relating to Directors appointment, payment of remuneration and discharge of their duties:

Pursuant to MCA notification G.S.R. 463 (E) dated 05^th June, 2015, our company, being a government company is exempted from the given requirement. However, the company has in place a nomination & remuneration policy covering the aspects as provided under Section 178(3) of the Companies Act, 2013 and is available on the website of company at http://www. puncom.com/?id=107

Explanations or comments by the Board on qualification(s), reservation(s) or adverse remark(s) or Matter of Emphasis are as follows:Management Reply to Statutory Auditors' Remarks

M/s Jain & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company for the Financial Year 2023-24. Following are the 'Key Audit Matters' and 'Emphasis of Matters' as pointed out by the Auditors in their Independent Auditors Report dated 28^th May, 2024 (Later, revised on 27^th August, 2024).

a) Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of Ind AS Standalone financial statements of the current period. These matters were addressed in the context of our audit of Ind AS Standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Management Remarks on Key Audit Matters - Nil

b) Emphasis of Matters

(I) Emphasis is being drawn on Note No. 3 and Note No. 41(a), During the year, U.P. CO-OPERATIVE SPINNING MILLS

FEDERATION LTD., vide its letter No. 1143 SMF 2023-24 dated 20^th October, 2023, offered One Time Settlement (OTS) and sent the calculations to the company for amount payable by them till 31.03.2023, amounting Rs. 22,48,08,356/- (Rs. 7,00,00,000/- towards Principal amount and Rs. 15,48,08,356/- towards simple interest @ 9.5% per annum for the period 21.12.1999 to 31.03.2023. The offer was approved by the Competent Authority of the Company and required documents were submitted by the company to U.P. CO-OPERATIVE SPINNING MILLS FEDERATION LTD on 18^th March, 2024. Rs. 20,93,27,456/- (after deduction of TDS on interest amounting Rs. 1,54,80,900/- from the Gross settlement of Rs. 22,48,08,356/-) was received by the Company on 28^th March, 2024 in its Current Account maintained with State Bank of India. Accordingly, Investments have been stated at NIL during the financial year 2023-24 and interest amount of Rs. 15,48,08,356/- have been accounted for under Exceptional items - Income during the year. No interest has been recorded in the books of accounts for period 01-04-2023 to 28-03-2024 amounting to Rs. 65,77,322/-

(II) As per the information and explanations given to us, the company has been selected for disinvestment by the Cabinet Committee on Disinvestment, Government of Punjab. During the FY 2019-20, the Directorate of Public Enterprises and Disinvestment, Government of Punjab had appointed M/s Resurgent India Limited, Gurgaon (Haryana) as Transaction Advisor for Puncom Disinvestment. During the financial year 2020-21, the Government of Punjab has closed the submission of “Expression of interest" (EOI) by eligible bidders on 1^st February, 2021. Further, as part of the disinvestment, the company was in the process of Due Diligence activity. For this purpose, DPED had approved the site visit from the period 21/06/2021 onwards till 12/07/2021 i.e. within a three-week period to carry out the due diligence. Accordingly, due diligence was conducted during the given period. As informed Subsequent to the site visit, certain queries were raised to Puncom, which were addressed. Thereafter, certain queries were raised with the Director, Industries, and Commerce which were replied to as informed. Further, during FY 2022-23, the services of Transaction Advisor, M/s Resurgent India Limited have been dispensed with by the Directorate of Public Enterprises and Disinvestment, Government of Punjab and other modalities regarding the same be worked out as per the agreement and its clauses.

(III) Receivable & payable are shown in the balance sheet which significantly consists of Trade receivable, and trade payables are subject to confirmation. (Refer to note no. 9 & 21 of notes to accounts of Standalone financial statements).

Statutory Auditor's opinion is not modified on the matters mentioned in Key Audit Matters and in items (1) to (3) in Emphasis of matters hereinabove.

Management Remarks on Emphasis of Matter:

Notes to accounts forming part of Annual Accounts are self-explanatory & exhaustive to the remarks of Auditors in their report dated 28^th May, 2024. Hence, the Management Reply to Auditors' Remarks/ Key Audit Matters and Emphasis of Matters is not required.

Management's reply to Secretarial Auditors' Remarks

The Secretarial Audit for Financial Year 2023-24 was carried out by M/s A. Arora & Co., Practicing Company Secretary, Chandigarh and he has reported in his secretarial audit report i.e. MR-3 that the return of appointment and cessation of Sh. Anurag Verma, IAS as the Chairman of the Board pursuant to the nomination by holding company has not been filed with the Registrar of Companies, Ministry of Corporate Affairs. The Auditor has also advised the company to ensure compliance with the applicable LODR Regulations w.r.t appointment at the senior position of HOD/ Senior Management of the company.

He made a remark that the appointments shall be recommended by the Nomination and Remuneration Committee to the Board, together with the proposed remuneration to such employees and Senior Managerial Personnel.

a) Regarding non filing of return of appointment and cessation of Sh. Anurag Verma, IAS as Chairman of Puncom: Sh. Anurag Verma, IAS, has neither tendered his consent for appointment as a Director-cum-Chairman of the Company nor did he take any action in the said capacity. In this regard, a legal/ expert opinion was obtained. As per opinion (also placed before board), with respect to non filing of return of Sh. Anurag Verma, IAS, our company has been advised to make necessary disclosure in the Annual Return of the company for FY 2023-24. Accordingly, necessary disclosure has been given in Annual Return for FY 2023-24

b) Regarding appointment at the senior position of HOD/ Senior Management of the company: These appointments in respective divisions of the company is generally made from internal arrangements within the company as per orders of the competent authority on the basis of qualification and experience in relevant areas, without seeking the approval or recommendations of Nomination and remuneration Committee or the Board of Directors in the matter. However, a legal/ expert opinion was obtained in this regard. As per opinion (also placed before board),our company will make appointment at HOD/ Senior Management level in future by following the due provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Particulars of Loans and Guarantees under Section 186 of the Companies Act, 2013

The particulars with respect to Loans and Guarantees under Section 186 of the Companies Act, 2013: NIL

Particulars of Related Party Transactions

Under Companies Act, 2013: Puncom has not entered into any Related Party Transaction as per the provisions of Section 188(1) of the Companies Act, 2013 during the financial year under report. The required form AOC-2 has been appended as Annexure 1 to this report.

Further, the disclosures related to Related Party Transactions are also detailed in Note-12 and Note-39 of Notes to Accounts of Financial Statements for the year ended 31^st March, 2024. There are no materially significant related party transactions which have potential conflict with the interest of the Company.

Under Regulation 34(3) of Listing Regulations, 2015: Puncom has not entered into any Related Party Transaction as per the Listing regulations and the disclosures as per Schedule V of the said regulations are as follows:

1.	Loans and advances in the nature of loans to Subsidiaries	NIL
2.	Loans and advances in the nature of loans to Associates	NIL
3.	Loans and advances in the nature of loans to firms/companies in which Directors are interested	NIL
4.	Acceptance of any amount in the form of loans and advances in the nature of loans from its	NIL
	Holding Company

There are no transactions of the company with any person or entity belonging to Promoter/Promoter Group, Holding 10% or more shareholding in the company during the financial year under review.

State of the Company's Affairs

During the Financial Year 2023-24, Puncom has succeeded to obtain maximum volume of work from Railway, Power sector and from private parties. We had won 6 No of tenders from Railway. But we have not succeeded to obtain those tenders floated by Railway related to Bought out items and Outdoor OFC Work, Trenching, Laying and Termination of OFC. Component

of Puncom make products was negligible in these tenders. In power sector like PLCC we have obtained maximum work from private parties.(PLCC, LMU etc Puncom own products) but there are limited options for participation in these tenders due to lack of major device protection coupler. Beside this company has also participated in new technology tenders of IP MPLS of Jabalpur Division but did not succeed to win it. we are now efforting to make some inroads in New Technology products, to tie up with manufacturing units to obtain assembly line work.

Corporate Plan/ Market Scenario of our products

As most of our products have completed their life, Puncom is still striving with some relevant products. Here is market status of our products.

• LMU (Line matching unit)- It is low cost product used to couple the high frequency communication signal to high voltage powerline. Puncom is very competitive in this product compared to our competitors and supplying it to different states power transmission companies. This product being the outdoor unit has a life so power transmission companies have to replenish it after some time. New state transmission corporations are explored where it is being sold.

• PLCC (Power line carrier communication)-Voice and low rate data using modem is modulated to high frequency & after power amplification it is transmitted over high voltage power line. Puncom is having analog PLCC system whose demand is on decline, but due to low cost compared to digital PLCC, some power transmission companies are still opting it. This product is normally deployed with Protection coupler (to send commands for relay operation to connect/disconnects power station/substation from power transmission line) which Puncom has to outsource from other companies. To compete, Puncom has tested its PLCC at preliminary level with protection coupler of ZIV Spain.

• V-Mux (Versatile Multiplexer)-It provides full range of managed voice and data services in E1(2 megabits/sec stream used by Railways at different locations. But as railway is upgrading to higher number of ports and speed, this product is also losing demand. Puncom is getting orders of this product in small quantity where higher end equipment is not required.

As Railways has shifted to voice communication on VOIP and backbone communication on IP-MPLS. Puncom has empanelled companies for integrated multiplexer and IP-MPLS routers to execute railway projects.

• CCEO (control communication equipment for OFC)-It is two wire omnidirectional voice communication system used for communication between control room and substation and level crossing gates. Call control is through dual tone multi frequency. This product was developed a few years back for railway and we got a few orders on zone basis demand and criterion as some other zones are opting other ways of communication.(like IP/ Ethernet based products)

• Power Plant (48V/25A/12.5A)-Railways is buyer of this product and still in demand but cost of product is higher compared to the competitors. Puncom has reduced its cost by 20% by making alternatives of costly components & changes in system. Its type approval from RDSO is pending.

As our products are in low demand, Puncom is exploring railway zones and Power transmission subdivisions where small quantity orders can be sought. Puncom is undertaking annual maintenance/repair contracts of their own products from various customers which contribute good revenue. It also highlights that Puncom is always ready to support after sale. Puncom is also making arrangements with India Technology Sources for assembly & testing of Power plant, inverter, MPPT of other make to fully utilize our infrastructure.

Telecom Scenario in India and Puncom approach

For Indian telecommunications industry, 2022 was a significant year, with the services taking another generational leap with the launch of 5G services in the country. The digital infrastructure industry stood up to the challenge and commenced the task of densification of networks, so demand of devices which support 5G primarily focusing in areas like smart class rooms, precision farming, intelligent transportation and healthcare is increased. Government of India has launched the production linked incentives scheme to give incentives on basis of domestic manufacturing of telecom and networking products. Presently Puncom main customers are Railways and Power transmission corporations (center & states). Most of products were developed before 2010, now they are not technologically competitive but there are some areas where customer demand is low cost solution, Puncom is supplying their products (like PLCC and Multiplexer)to such areas. Areas where high end product is required, Puncom is bidding by empanelling the manufacturers e.g. IP-MPLS & Integrated Mux. Puncom is also making arrangement for assembly, integration & testing of white labeled power plant.

Reserves and Surplus

The Reserves of the company as on 31^st March 2024 at Rs.1678.26 Lacs (previous year Rs. 659.36 lacs). Due to Profits in the current financial year, reserves have increased by Rs 1018.90 Lacs.

Dividend

Though the company is in profits this year on account of exceptional items i.e. receipt of OTS amount from U.P. Co-operative Spinning Mills Federation Ltd (UPCSMFL), the Directors of the company decided not to recommend any dividend for the Financial Year 2023-24.

Material changes and Commitments after the close of the Financial Year

The particulars with respect to material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year i.e. 31^st March, 2024 till the date of this report i.e. 07^th August, 2024 under Section 134(3)(l) of the Companies Act, 2013 is NIL

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

a) Conservation of Energy

i) Steps taken & impact on conservation of energy:

Steps taken:

We have continued with the practice of switching off the supply to the areas where the normal lights are not required or where the production work is not taking place. There are approximately 3000 tube lights in our building-B-91, which we are slowly and steadily changing to LED tubes.

Impact:

The consumption has reduced due to the above measures taken.

ii) Steps taken for utilizing alternate sources of energy:

The system is in place for alternate sources of energy.

iii) Capital investment on energy conservation equipments : NIL

b) Technology Absorption

i) Efforts made towards technology absorption:

Efforts are made from time to time towards technology absorption, adoption and innovation.

ii) Benefits derived:

Company is able to achieve significant cost reduction and improvement in the products.

iii) Technology imported (during the last three years) : NIL

Details of technology imported : N/A

Year of Import : N/A

Whether the technology has been fully absorbed : N/A

If not absorbed, areas where absorption has not taken place and reasons thereof : N/A

iv) Expenditure incurred on Research and Development

(Rs. In Lacs]
Particulars	FY 2023-24	FY 2022-23
	(Current Year)	(Previous Year)
Capital	NIL	NIL
Recurring	NIL	NIL
Total R&D expenditure as a percentage of total turnover	NIL	NIL

c) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo during the Financial Year 2023-24 in terms of actual inflows and actual outflows is given as follows:

(Rs. In Lacs)
Particulars		FY 2023-24 (Current Year)	FY 2022-23 (Previous Year)
EARNINGS
F.O.B Value of Exports		NIL	NIL
OUTGO
i. CIF Value of Import of Raw Materials		55.53	36.25
ii. Components & Spares		NIL	NIL
iii.	Capital Goods	NIL	NIL
iv.	Repair & Maintenance (P&M) imports	NIL	NIL
v.	Foreign travel & others	NIL	NIL

Risk Management Policy

The requirement of establishing Risk Management Committee is not applicable to our company. However, the Risk Management Policy is still in place and was amended to incorporate the provisions of Regulation 21 of SEBI (Listing

Obligations and Disclosure Requirements), Regulations, 2015.

Corporate Social Responsibility (CSR)

As per the provisions of Section 135 of the Companies Act, 2013, every company having net worth of Rupees Five Hundred crore or more or turnover of Rupees One Thousand crore or more or a net profit of Rupees Five crore or more during any financial year is required to spend in every financial year at least 2% of the average net profits made during the three immediate preceeding financial years on CSR activities. We would like to inform you that as per applicable provisions of Companies Act, 2013, there is average net loss and accordingly our company is not liable to spent any amount under CSR obligations for the year under review. However, our company has approved CSR policy of the company in its 225^th Board meeting held on 7^th August, 2024.

Composition of Committees of the Board

The Audit Committee, Nomination and Remuneration Committee & Stakeholders Relationship Committee are duly constituted as per applicable provisions of SEBI (LODR) Regulations, 2015 and Companies Act, 2013, the details of which are mentioned in the Corporate Governance report annexed herewith.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of Listing Regulations read with subsequent MCA notification G.S.R. 463 (E) dated 5^th June, 2015, the Board evaluation procedure is not applicable on us (exempted to Govt. Cos.),however there is a system in place for evaluation of performance of the Board, its committees and individual directors.

The Nomination and Remuneration Committee considered the exemption provided to the Government Companies and decided that without taking the benefit of the exemption, the members shall voluntarily evaluate the performance of the directors during the Financial Year 2023-24. Further, the members decided to evaluate the performance of the KMP's only during the Financial Year 2023-24, as the committee members due to their roles & responsibilities have very less interaction with the Senior Management/ HOD's of the Company, thus their evaluation is not possible by the committee. The performance of Independent Directors was evaluated by the entire Board (except by the Director being evaluated) in their 224^th Meeting held on 28^thMay, 2024.

Change in the nature of business

During the year 2023-2024, there was no significant change in the nature of Business of the Company. The company only expanded its operations as per the amended Objects Clause of the Memorandum of Association of the Company.

Directors and Key Managerial Personnel

Pursuant to Section 2(51) and 203 of the Companies Act, 2013 read with related rules, the Key Managerial Personnel of the company as on the date of report are as follows:

1. Sh.Parminder Pal Singh Sandhu, IAS, Managing Director

2. CA Ramesh Goel, Chief Financial Officer

3. CS Pratima Yadav, Company Secretary

Following changes, in the constitution of Board of Directors, took place during the period under review upto 07^th August,2024 on account of change in nomination by Punjab Information & Communication Technology Corporation Limited (Punjab Infotech) and otherwise from time to time.

Sr. No.	Name	Designation	Period of Directorship
1.	Sh. Dilip Kumar, IAS	Chairman	18.04.2022 to 22.05.2023
2.	CA Ramesh Goel	Whole-time Director	09.08.2022 & 04.09.2023
3.	Sh. Parminder Pal Singh Sandhu, IAS	Managing Director	24.08.2023 to 23.01.2024
4.	Sh. Mohinder Pal, IAS*	Sr. Vice Chairman	11.07.2022 & continuing
5.	Sh. Tejveer Singh, IAS	Chairman	04.09.2023 & continuing
6.	Sh. Parminder Pal Singh Sandhu, IAS	Managing Director	05.02.2024 & continuing

* Sh. Mohinder Pal, IAS was appointed as Director on the Board in the capacity of Sr. Vice Chairman of the company w.e.f. 11^th July, 2022 and later on, re-designated as Sr. Vice Chairman & Managing Director on the Board of Puncom w.e.f. 2^nd December, 2022. Thereafter, Sh. Mohinder Pal, IAS was again re-designated as Sr. Vice Chairman after nomination of Sh. Parminder Pal Singh Sandhu, IAS as Managing Director of Puncom w.e.f. 24.08.2023.

Note: Sh. Anurag Verma, IAS was appointed as Director cum Chairman on the Board of Puncom during the year under review. However, no return of appointment and cessation was filed with the Registrar of Companies, Ministry of Corporate Affairs on account of absence of DIR-2 i.e. consent to act as Director.

In terms of Section 152 of the Companies Act, 2013, Sh. Mohinder Pal Singh, IAS shall retire by rotation at the ensuing Annual

General Meeting and being eligible, offers himself for re-appointment.

Details of Puncom's Subsidiaries

Puncom has one immaterial subsidiary, namely M/s Punjab Digital Industrial Systems Limited which has been ordered by the Hon'ble Punjab and Haryana High Court to be wound up on 20^th February, 2009. All the formalities in this regard for the company has been completed. However, it is pertinent to point out that with the existence of National Company Law Tribunal (NCLT) / National Company Law Appellate Tribunal (NCLAT), the winding up case has been transferred from Hon'ble

Punjab & Haryana High Court to NCLT / NCLAT. The National Company Law Tribunal (NCLT) is yet to issue the dissolution order in respect of subsidiary company namely M/s Punjab Digital Industrial Systems Limited.

Deposits

The particulars with respect to Deposits under Section 73 of the Companies Act, 2013 are: NIL.

Details of Significant and Material orders passed

During the financial year under report, no significant order(s) was/were passed by Courts, Tribunals affecting the going concern status and operations of the company in future.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. A report on the Internal Financial Controls under clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013, as given by the Statutory

Auditors of the Company, forms part of the Independent Auditor's Report as Annexure B.

Non-maintenance of Cost Records

The disclosure with respect to maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not required by the Company and accordingly no such accounts and records are made and maintained.

Disclosure under IBC

There is no application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review. Accordingly, the status as at end of current Financial Year may be treated as NIL.

Disclosure on difference in valuation during OTS

No fresh loans were taken from Banks and Financial Institutions during the reporting period. Accordingly there is NIL difference between valuation done at time of one time settlement and valuation done while taking loan from Banks or Financial Institutions.

Vigil Mechanism/Whistle Blower Policy

The company has its “Vigil Mechanism/Whistle Blower Policy" in place. In accordance with the requirements of Regulation 4(2)(d)(iv) and Regulation 22 of Listing Regulations read with under Section 177 of the Companies Act, 2013, Smt.Indu Walia,

heading the Production,ISD and QA Division, has been appointed as Vigilance and Ethics Officer. The web link for the policy is http://www.puncom.com/?id=107

Disclosure relating to Remuneration of Directors and KMP:

A. Disclosure under Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) Ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year under report:

S. No.	Name of the Director	Median Remuneration of employees (Rs.	Ratio
		in lacs)
1.	Sh.Parminder Pal Singh Sandhu ,
	(IAS)*		7.80:10
2	CA Ramesh Goel**

*Sh. Parminder Pal Singh Sandhu, IAS was nominated as Managing Director of the Company w.e.f. 24^th August, 2023. Later, he ceased to be Managing Director on the Board of Puncom w.e.f. 23.01.2024. Thereafter, Sh. Parminder Pal Singh Sandhu, IAS was again appointed as Managing Director of the Company w.e.f. 05.02.2024. He was paid remuneration for the period from 24.08.23 to 23.01.24 as approved by the Board in its 221^st Board meeting held on 04.09.2023 subject to approval of

shareholders of the company.

** CA. Ramesh Goel ceased to be the Director on the Board of Puncom w.e.f 4^th September, 2023 as he resigned from the directorship of the Company to comply with Regulation 17(1) of SEBI (LODR) Regulations, 2015.

b) Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: There are three KMP covered under this and details are;-

1. CA Ramesh Goel, CFO (Joined the Company on 09.08.2022). Increase in remuneration has been given @ 10 % wef 09.08.2023 as per contractual terms agreed by the Company with him at the time of his appointment.

2. CS Pratima Yadav having an increase of 1.35 % in remuneration during the year Vis a Vis previous year. (Certain allowances were not given, being on maternity leave).

Remunerations exclude LTA, Leave Encashment and Gratuity.

c) Percentage increase in the median remuneration of employees in the Financial Year 2023-24 is 2.76%

d) Number of permanent Employees on rolls of the Company as on 31/03/2024 was 135 (including 11 employees on deputation to other Company/ Corporations).

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the Managerial Remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Average increase in Remuneration is equivalent to the rate of inflation declared by state for the purpose of D.A. The Company, being Public Sector Undertaking (PSU) of Punjab Government, follows applicable pay-scales as per the Service Rules as amended from time to time through wage revision agreement executed with Employees Union from time to time and duly approved by the Board of Directors of the Company, uniformly for all its employees as per the respective designation and tenure of employee with the company.

f) Affirmation that the remuneration is as per the remuneration Policy/Service Rules etc. of the company:

Yes, the remuneration is as per Remuneration Policy/Service Rules/requisite approvals of the company.

^Includes Leave Encashment & LTA availed by the employees as per Service Rules of the company. However, does not include Gratuity on Retirement / Relieving and ex gratia at the time of VRS paid to Employees.

#Mr. Rupinder S Mainee has retired on 31^st January, 2024.

There are no such employees who have been paid annual remuneration of Rs. 102.00 lacs or above and a monthly remuneration of Rs. 8.50 lacs and above in case of employee worked for part of the year.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review as stipulated under the Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Regulation 34(2)(e) of Listing Regulations is appended as Annexure 2 and is an integral part of this report.

Corporate Governance Report

The Corporate Governance Report for the year under review as stipulated under the Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is appended as Annexure 3 and is an integral part of this report.

Secretarial Audit Report

The Board pursuant to the provision of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s A. Arora & Co. Practicing Company Secretary, having Membership No.FCS 2191 to conduct Secretarial Audit for the FY 2023-24.

M/s A. Arora & Co, Practicing Company Secretary have carried out the Secretarial Audit for the financial year ended March 31, 2024 and the Secretarial Audit Report in Form No. MR-3 is annexed herewith this report as Annexure 4 and forms part of the report.

Compliance with applicable Secretarial Standards

The Company has duly complied with all applicable secretarial standards as referred under Section 118 of Companies Act, 2013 and as issued by ICSI during the year under review.

Sexual Harassment of Women at Workplace: Internal Committee

In compliance with the provisions of Section 21 read with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 ('Act') and Rules made there under, the Company has constituted Internal Complaints Committees (ICC). During the year, No complaint with allegations of sexual harassment has filed with the Company. As a routine, two(02) workshop or awareness programme against sexual harassment were carried out during the financial year under report.

Cautionary Statement

Certain statements in the Boards' Report describing the Company's objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable laws, rules and regulations. Actual results might differ from those expressed or implied. The statements and figures made in this report is based on the inputs as received from respective divisions of the company.

Important factors that could make a difference to the Company's operations include labour and material availability, prices, cyclical demand and pricing in the company's principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors. Further, the Disinvestment/Sale of Assets process of the Company is also a major factor that could make a difference to the viability of the Company or Company's operations.

The Company is not under any obligation to publicly amend, modify or revise any such forward looking statements on the basis of any subsequent developments, information or events.

Acknowledgement

The Board places on record its gratitude to various State Transmission Corporations, Department of Railways, PGCIL and other esteemed customers in India and abroad. The Board also places on record its gratitude to various banks associated with the company especially SBI/ Indian Bank (Allahabad Bank) for their interest, continuous help and co-operation for smooth functioning of the Company. The Board also places on record its gratitude to the Punjab Information and Communication

Technology Corporation Limited (PICTCL/Punjab I nfotech), the Holding Company, for its guidance and support.

The Board also places on record its appreciation for continuous support and amicable relations with various government authorities' viz. Income Tax Department, Goods and Services Tax Department, Excise and Customs Department, PF &Labour Department and Ministry of Corporate Affairs (Registrar of Companies, Chandigarh), Securities and Exchange Board of India, BSE etc.

We are thankful for continuous support of our esteemed customers all through & also continuous support of shareholders, bankers and stakeholders, including the business associates as they reposed undoubting faith in the Company.

The Board in particular acknowledges the co-operation of esteemed shareholders for their constant support and for the confidence reposed in the Management of the Company.