Panafic Industrials Ltd

To The Shareholders,

Panafic Industrials Limited

The Directors of your company take pleasure in presenting the 39th Annual Report on the business and operations of the Company for the financial year ended 31st March, 2024.

FINANCIAL RESULTS

The Company's financial performance for the year ended 31st March, 2024 is summarized below:

PERFORMANCE OF THE COMPANY

During the year under review, Company has earned revenue from operations of Rs. 67,89,258/- in comparison to last year revenue of Rs. 71,75,815/-. This year Company has earned a Profit after tax of Rs. 2,15,330 in comparison to last year Profit of Rs. 10,67,188/- showing downward trend.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the Company during the financial year ended 31st March, 2024.

DIVIDEND

With a view to plough back the profits of the company, the Board of Directors of the Company did not recommend any dividend for the Financial Year ended 31st March, 2024.

TRANSFER TO RESERVE

The Company transferred an amount of Rs.1,61,498/-to the General Reserve for the Financial Year ended 31stMarch, 2024.

DEPOSITS

During the year under review, your Company has not invited or accepted any deposits. There are no unpaid or unclaimed deposits as on the date with the Company.

CAPITAL STRUCTURE & CHANGES THEREIN

There is no change in the Authorized and Paid-up Share Capital of the company during the financial year ended 31st March, 2024.

The present Authorized Share Capital of the Company is Rs. 10,00,00,000/- (Rupees Ten Crore only) divided into 100000000 (Ten Crore) Equity Shares of Rupee 1/- (Rupee One Only) each.

The present Paid up Share Capital and Subscribed Capital of the Company is Rs. 8,21,25,000 /- (Rupees Eight Crore Twenty One Lakh Twenty Five Thousand Only) divided into 82125000 (Eight Crore Twenty One Lakh Twenty Five Thousand Only ) Equity Shares of INR 1/- ( Rupee One Only) each.

During the year under review the Company has neither issued shares with differential voting rights, sweat equity shares nor granted stock options or otherwise.

MATERIAL CHANGES AND COMMITMENTS - IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

There has been no material change and commitment, affecting the financial performance of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report, except one i.e. the Board of Directors cconsidered and approved, the terms and conditions and other related matters in connection with the proposed fund-raising options by way of rights issue in view of the capital requirement of the company in the board meeting held on 29th July, 2024.

HOLDING COMPANIES, SUBSIDIARY COMPANIES, JOINT VENTURES OR ASSOCIATE COMPANIES

1. Names of Companies which have become its Subsidiaries, joint ventures or associate companies during the year: N.A.

2. Names of Companies which have ceased to be its Subsidiaries, joint ventures or associate companies during the year: N.A.

Since the Company does not have any Subsidiaries, Associates or Joint Venture Companies, the disclosure of particulars with respect to information related to performance and financial position of the Subsidiaries, Joint Ventures or Associate Companies subject to Rule 8(1) of Companies (Accounts) Rules, 2014 is not applicable on the Company.

EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013, the Annual Return of the Company as per MCA Notification dated 25th August, 2020 is available on the website of the Company i.e. www.panaficindustrialsltd.in

COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance of all the secretarial standards that have been notified and made effective till the date of this report, till the extent applicable on this Company.

A. Board of Directors

None of the Directors of the Company are disqualified under the provision of Section 164 and 165 of the Companies Act, 2013 as applicable on the date of this Board Report.

During the period under review, following KMP's got appointed & resigned:

1. Mr. Mohit Kaushik resigned from the position of the Company Secretary w.e.f. 20th June, 2023.

2. Ms. Reena Bhaskar was appointed as the Company Secretary w.e.f. 1st November, 2023.

3. Ms. Reena Bhaskar resigned from the position of the Company Secretary w.e.f. 15th February, 2024

As on 31st March, 2024, the Board consisted of the following Directors/KMP:

However, the Board by way of passing resolutions at various occasions, has accepted, approved and taken note of following significant changes in the Board Composition and KMP during the current financial year.

1. Mr. Basuvaiah Duraiswamy was appointed as an Additional Director-NonExecutive and Independent on the Board of Company w.e.f. 29th July, 2024.

2. Mr. R. S. Chandan was appointed as an Additional Director-Non-Executive and Independent on the Board of Company w.e.f. 29th July, 2024.

3. Ms. Sarita Gupta, stepped down from the position of Managing Director, resulting into change of designation from Managing Director to Director w.e.f. 1st August, 2024.

4. Ms. Sarita Gupta resigned from the position of Chief Financial Officer w.e.f. 1st August, 2024.

5. Ms. Aarushi Gupta was appointed as a Chief Financial Officer of the Company w.e.f. 1st August, 2024.

6. Mr. Sanjeev Kumar & Mr. Shri Kishan Gupta resigned from the position of Independent Director w.e.f. 1st August, 2024.

B. As on date of this report, the Board consists of following Directors/KMP :

C. Re-appointment of Directors liable to Retire by Rotation-

In accordance with the provisions of Section 152 of the Act and Articles of Association of the Company and relevant provisions of the Companies Act, 2013, Ms. Renu (DIN: 03572788) is liable to retire by rotation at the ensuing Annual

General Meeting and being eligible, offer herself for reappointment. The Board recommends her re-appointment as Director.

DECLARATION BY INDEPENDENT DIRECTORS

As on the date of signing of this report, the Company has 02 (Two) Independent Directors namely Mr. Basuvaiah Duraiswamy (DIN: 09258691) & Mr. R. S. Chandan (DIN: 08849851). They are professionally qualified and possess appropriate balance of skills, expertise and knowledge and are qualified for appointment as an Independent Director.

The Company has received declaration from the Independent Directors, as stipulated under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013.

NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR 2023-24

Proper Notices along with Agenda and notes to agenda of the Board Meetings were circulated well in advance to the respective Directors and the proceedings of the said meetings were also properly recorded. During the year under review, 6 (Six) Board Meetings were convened and held.

The intervening gap between the said meetings was within the time period prescribed under the Companies Act, 2013 i.e., the maximum interval between the two Board Meetings did not exceed 120 days.

Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly results of the Company. Additional Board Meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses.

A) Audit Committee

The Company has formed audit committee in line with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. Audit Committee Meeting is generally held once in a quarter for the purpose of recommending the quarterly/half yearly/yearly financial results and the gap between two meetings did not exceed 120 days. Audit Committee met 4 times, viz, 30th May, 2023, 14th August, 2023, 14th November, 2023 & 13th February, 2024.

The composition of the Committee and the details of meetings attended by its members are given below:-

B) Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration Committee in line with the provisions Section 178 of the Companies Act, 2013 and Regulation 19 of Listing Regulations. Nomination and Remuneration Committee Meetings are generally held for identifying the person qualified to become Director or to be appointed to the position of senior management and recommending their appointment and removal. During the year under review, committee met once i.e. 14th November, 2024.

The composition of the Committee and the details of meetings attended by its members are given below:-

C) Shareholder's/ Investor Grievance Committee

The Company has constituted Stakeholder's/Investor Grievance Committee mainly to focus on the Redressal of Shareholders'/Investors' Grievances, if any, like Transfer/ Transmission/ Demat of Shares, Loss of Share Certificates, Non-receipt of Annual Report, Dividend Warrants, etc. During the year under review, Stakeholder's Grievance & Relationship Committee met four times 30th May, 2023, 14th August, 2023, 14th November, 2023 & 13thFebruary 2024.

The composition of the Committee and the details of meetings attended by its members are given below:-

EXTRAORDINARY GENERAL MEETING (S)

No Extra Ordinary General Meeting was held during the year 2023-24.

COMPANY'S POLICY RELATING TO DIRECTORS' AND KMP'S APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company's policy relating to appointment of Directors and KMP, payment of Managerial Remuneration, Directors' qualification, positive attributes, independence of directors and other related matters has been devised as per the provisions given under Section 178(3) of Companies Act, 2013.

DECLARATION OF INDEPENDENT DIRECTORS AND FAMILIARIZATION PROGRAMME:

The Company has received necessary declarations from the Independent Directors confirming that they meet the criteria of independence as prescribed under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"). The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act.

The Company conducts a familiarization programme in which various amendments in the Companies Act, 2013 and amendments in SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 are discussed.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

A formal evaluation of the performance of the Board, it's Committees and the individual Directors was carried out for the year 2023-24. The evaluation was done using individual questionnaires covering amongst others vision, strategy & role clarity of the Board, Board dynamics & processes, contribution towards development of the strategy, risk management, receipt of regular inputs and information, functioning, performance & structure of Board Committees, ethics & values, skill set, knowledge & expertise of Directors, leadership etc. As part of the evaluation process the performance evaluation of all the Directors has been done by all the other Directors (except himself & herself) and the Directors have also evaluated the performance of the Board and its Committees as a whole. The Directors expressed satisfaction with the evaluation process.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS IN SECURITIES UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

Pursuant to section 186 (11) of the Companies Act, 2013 (‘Act'), the provisions of section 186(4) of the Act requiring disclosure in the financial statement of the full particulars of the loans made and guarantees given or securities provided by a NonBanking Financial Company in the ordinary course of its business and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security are exempted from disclosure in the Annual Report.

Disclosure of investment is also exempt for investment made, in respect of investment or lending activities, by a non-banking financial company registered under Chapter III-B of the Reserve Bank of India Act, 1934 and whose principal business is acquisition of securities under section 186(11).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013.

Details of related party transactions that were entered into during the financial year, if any, under the provisions of Section 188 of the Companies Act, 2013 are given in the Financial Statements. There are no materially significant related party transactions made by the company which may have potential conflict with the interest of the Company at large and thus disclosures as required under Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is not required in Form AOC- 2 as specified under the Companies Act, 2013.

All Related Party Transactions are placed before the Audit and Risk Management Committee for approval as required under SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of foreseen and repetitive nature. The transactions entered into pursuant to such omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit and Risk Management Committee on a quarterly basis.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has maintained a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The Board is of the opinion that the Company has sound Internal Financial Controls which commensurate with the size, scale and complexity of its business operations.

The Audit Committee reviews at regular interval the Internal Financial Control and Risk Management system and also the Statutory Auditors confirm that the Company's Internal Financial control is adequate. The report on the Internal Financial Control issued by M/s. Sudhir Agarwal & Associates, Chartered Accountants (formerly known as SRDP & Co.), Statutory Auditors of the Company in compliance with the provisions under the Companies Act, 2013 is forming part as Annexure B of the Auditor's Report for the F.Y.2023-24.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.

Statutory Auditors

M/s. Sudhir Agarwal & Associates (FRN:509930C) Chartered Accountants (formerly known as SRDP & Co.), has consented to act as statutory auditors of the Company for a period of 5 (Five) years from the conclusion of 37thAGM till the conclusion of the 42ndAGM and given a certificate in accordance with Section 139, 141 and other applicable provisions of the Act to the effect that their appointment, if made, shall be in accordance with the conditions prescribed and that theyare eligible to hold office as Statutory Auditors of the Company.

There is no qualification, reservation, or adverse remark made by the Statutory Auditor in its report. The said report also forms a part of this Annual Report.

Secretarial Auditor

The Board has appointed M/s. JVP & Associates Company Secretaries LLP, to conduct Secretarial Audit for the F.Y 2023-24. The Secretarial Audit Report for the Financial Year ended 31st March, 2024 is attached to this report as "Annexure A".

EXPLANATION/COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY SECRETARIAL AUDITOR

The details of the qualifications made by the Secretarial Auditors of the Company in their report together with the management's explanation against the same is as follows:

1. There were delayed submissions of LODR/SEBI compliance to the Bombay Stock Exchange during the period under review, resulting into penalties imposed by the exchange. However, the said penalties have been paid by the company.

Reply: Our Company is regular in complying with the filings to be done with exchange pursuant to various applicable SEBI regulations. The delayed filings during the period under review were inadvertent and unintentional. Also, the lack of professional guidance and non-availability of Company Secretary has led to such delayed filings.

2. The company did not inform the Bombay Stock Exchange about the Closure of Trading Window for the quarter ended 30th June, 2023 & 31st December, 2023 under Clause 4 (2) of Schedule B rea.d with Regulation 9 of PIT Regulations.

Reply: The non-submission was entirely inadvertent. The company assures to comply with the same in near future.

3. The certificates/compliance required to be submitted by the listed company pursuant to the applicable SEBI regulations, were issued by a non-peer reviewed auditor.

Reply: The Company was not aware of the requirement of obtaining certificates under various SEBI Regulations by a listed company, from a Peer Reviewed Professional/Firm. The moment it came to its knowledge, the company took the corrective measures and appointed Peer Reviewed professional to issue any such certificates/reports in near future. Hence, the non-compliance was completely inadvertent.

4. The financials for the period under review are signed by the non-peer reviewed auditor.

Reply: The Company has appointed M/s. Sudhir Agarwal & Associates (FRN: 509930C) Chartered Accountants (formerly known as SRDP & Co.), Peer Reviewed chartered accountant firm as a statutory auditor of the Company whose certificate got expired and was pending for renewal on the date of signing of financials for the period under review. As on date of this report M/s. Sudhir Agarwal & Associates (FRN: 509930C) Chartered Accountants (formerly known as SRDP & Co.) holds a valid Peer Review Certificate dated 25-07-2024 with effective date of 02-07-2024 and valid up to 31-07-2027.

5. The Board Composition of the company was not properly constituted during the period under review as Ms. Sarita Gupta was not reappointed as Managing Director after the expiry of her term in the year 2021 -22

Reply: Ms. Sarita Gupta has stepped down from the position of Managing Director w.e.f. 1st August, 2024. She will be appointed afresh as a Managing Director in compliance with the applicable provisions of the Companies Act, 2013

6. Independent Directors name not registered in the data bank of MCA.

Reply: Mr. Sanjeev Kumar & Mr. Shri Kishan Gupta has resigned from the position of Independent Director w.e.f. 1st August, 2024 and Mr. Basuvaiah Duraiswamy & Mr. R. S. Chandan were duly appointed as an Independent Director w.e.f. 29th July, 2024 in compliance with section 149 of the Companies Act, 2024

7. Ms. Sarita Gupta, has held two whole time designations at same time i.e. She has been appointed as Managing Director & CFO both at a same time, which is violation of section 203 of the Companies Act, 2013.

Reply: As a corrective measure, Ms. Sarita Gupta has stepped down from the position of Managing Director and has resigned from the position of Chief Financial Officer w.e.f. 1st August, 2024.

8. The Company has not filled RBI returns during period under review.

Reply: The RBI has launched a new portal i.e. CIMS portal for uploading various returns i.e. DNBS-2/DNBS-10/DNBS-13 etc. The company has been in continuous communication with RBI to issue login credentials to access the new portal. The non-filling of returns was not intentional but due to the technical issue faced by the company to access the new portal and align itself with the frequent changes made by RBI in this respect.

9. The Company has not appointed Company Secretary since the resignation of Ms. Reena Bhaskar from the position of Company Secretary.

Reply: The Company had made all possible efforts to fill the vacancy but till date the company has not been able to find any suitable candidate for the position. The company is still looking for the eligible candidate and will appoint as soon as same is identified & shortlisted.

10. The Company has partially complied with the provisions related to Structural Digital Database (SDD) compliances, prescribed under Regulation 3 and other applicable provisions of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

Reply: The Company is in process of getting familiarised with the functionalities of the software and the applicable provisions w.r.t. Structural Digital Database (SDD) and will expedite the complete compliance under Regulation 3 and other applicable provisions of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

11. The Company needs to rectify its email a.d.dress and website a.d.dress on the letterhead.

Reply: It is a typographical error and same has been rectified.

12. Following ROC forms were not filed during period under review:

- MGT-15-Proceedings of AGM

- ADT-1 Appointment of Statutory Auditor

- MGT-14 for the approval of Financials for the f/y 2022-23

- MGT-14 for the approval of Board Report for the f/y 2022-23

- MGT-14 for the appointment of Internal Auditor

- MGT-14 for the appointment of Secretarial Auditor

- DIR-12 for the appointment of Company Secretaries.

Reply: The non-filing of aforesaid forms is completely inadvertent and filing of the same with late fee is in process.

Internal Auditor

The Companies Act, 2013 has mandated the appointment of Internal Auditor in the Company. Accordingly, the Company has appointed M/s. Girraj Gupta & Associates, Company Secretary, having ICSI Membership No. FCS8814 as an Internal Auditor of the Company w.e.f. 01-11-2023

Cost Record and Cost Audit

The company is a Non-Banking Financial Company, hence maintenance of cost records and requirement of cost audit as prescribed under the provision of Section 148(1) of the Companies Act 2013 are not applicable for the business activities carried out by the Company.

HUMAN RESOURCE

The Company believes that its people are the key differentiators, especially in the current knowledge driven, competitive and global business environment. Adapting work culture to suit the dynamic balancing of people requirements is an ongoing process. The Board of Directors of your company would like to place on record their sincere appreciation for the efforts and contribution made by all the employees of the Company in realizing the targeted projects of the Company. Your Directors take this opportunity to thank all employees for rendering impeccable services to every constituent of Company, Customers and Shareholders.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

The provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder are not applicable to the Company.

RISK MANAGEMENT

Risk Management is an integral part of the Company's business strategy. The Board reviews compliance with risk policies, monitors risk tolerance limits, reviews and analyses risk exposure related to specific issues and provides oversight of risk across the organization. The Board nurtures a healthy and independent risk management function to inculcate strong risk management culture in the Company.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

In order to ensure that the activities of the Company are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the Company has adopted a vigil mechanism policy, there is direct access to approach the Chairperson of the Audit Committee. The said policy is available on the Company's website and can be viewed at the given link: www.panaficindustrialsltd.in

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the company as it is not covered under the criteria mentioned in Section 135(1) of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosures Requirements), Regulations, 2015, a Management Discussion and Analysis Report has been prepared and the same is forming part of this Report.

CORPORATE GOVERNANCE

Since the paid up capital of the Company is less than Rs.10 Crore and the net worth of the Company is less than Rs.25 Crore, the provisions of Regulations 17,18,19,20,21,22,23,24,25,26,27, and clauses (b) to (i) of sub-regulation 2 of Regulation 46 and para C, D & E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, are not applicable to the Company, hence Corporate Governance report has not been enclosed to Directors Report.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Your Company being eligible has claimed exemption under Regulation 15(2) of SEBI (LODR), Regulations, 2015 to BSE for submitting Annual Secretarial Compliance Report for the Financial Year ended 31st March, 2024.

PARTICULARS OF EMPLOYEES AND REMUNERATION

None of the Employees of the Company were in receipt of remuneration, which was more than the limits as prescribed under the Section 197 of the Companies Act, 2013 read with the Companies (Particulars of Employees) Rules, 1975 and hence no particulars are required to be disclosed in this Report.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

Since the Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules,

1988 are not applicable. Apart from that, there were no foreign exchange earnings or outgo of the company during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's Operations in future. Although, Bombay Stock Exchange has levied certain penalties on the Company on various occasions for delayed filings and same has been duly paid by the Company. Also, adjudication order against company was issued on 28th November, 2023 and same has been settled as on the date of signing this report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) AND THEIR STATUS

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review along with their status as at the end of the financial year is not applicable to the Company.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANS FROM THE BANKS OR FINANCIAL INSTITUTION ALONGWITH THE REASONS THEREOF

There are no such events occurred during the period from 1st April, 2023 to 31st March, 2024, thus no valuation is carried out for one-time settlement with the Banks or Financial Institutions.

LISTING OF SECURITIES

The Company's Securities are currently listed on Bombay Stock Exchange Limited (BSE Limited) with INE655P01029 and scrip code 538860. The Annual Listing fee for the Financial Year 2023-24 and 2024-25 has been paid by the Company to BSE Limited.

DIRECTORS' RESPONSIBILITY STATEMENT

The Financial Statements of the Company were prepared in accordance with Indian Accounting Standards (Ind AS). In terms of Section 134(5) of the Companies Act, 2013, the Directors would like to state/confirm:

a) That in the preparation of the annual accounts for the Financial Year ended on 31st March, 2024, the applicable accounting standards have been followed along with proper explanations relating to material departures;

b) That appropriate accounting policies have been selected and applied 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 2023-24 and of the profit and loss of the Company for that period;

c) That proper and sufficient care has been taken 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 annual accounts for the Financial Year ended on 31st March, 2024 have been prepared on a going concern basis;

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, and

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

ACKNOWLEDGEMENT

Your Directors wish to take this opportunity to offer sincere appreciation and acknowledge with gratitude the support and co-operation extended by the clients, vendors, bankers, registrar and share transfer agent, business associates, financial institutions, media and their agencies and look forward to their continued support and assistance.We place on record our appreciation to the contribution made by our employees at all levels. We look forward for such continued hard work, solidarity, cooperation and support.

The Board of Directors also wishes to place on record its gratitude for the faith reposed in the Company by the Ministry of Corporate Affairs, Securities and Exchange Board of India, the Reserve Bank of India and the Government of India.