Pact Industries Ltd Directors Report

Indian Accounting Standards

The financial statements have been prepared in accordance with the Indian Accounting Standards (Ind-AS) as notified by Ministry of Corporate Affairs (MCA) under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act.

Review of the operations of the Company

Your Company has prepared the Financial Statements for the financial year ended March 31, 2025, in terms of Sections 129, 133 and other applicable provisions, if any, of the Companies Act, 2013 (as amended) (the “Act”) and Schedule III thereto read with the Rules framed thereunder. During the financial year 2024 25, the Company with Gross Sales 166.85 Lakh in current years as compared to 650.55 Lakh in the previous year. Loss before Tax 495.66 Lakh in 2024-25, compared to 541.34 Lakh in 2023 24. The Net Loss for the year 502.39 crore down from 516.29 crore in the previous year.

Dividend

Since your Company is not among top 1000 listed Companies based on market capitalization (calculated as on 31^st March, 2025), therefore the requirement of having the dividend distribution policy as provided under Regulation 43 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended) herein after referred as “Listing Regulations” in this report, is not applicable to the Company. However, your Company will adopt the same as and when it is applicable on it.

During the year under review, the Company has incurred loss and the Board of Directors after consideration do not recommend any dividend for the financial year 2024-2025.

Transfer to Reserves

Your Directors proposed to transfer Rs. NIL (Previous Year Rs. NIL) to the General Reserves out of the profits available with the Company for appropriations. Accordingly, an amount of Rs. (502.39) Lakh (Previous Year Rs. (102.53) Lakh) has been proposed to be retained in the Profit & Loss Account of the Company.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

During the year under review, there was no unpaid or unclaimed dividend as well as any corresponding shares were liable to be transferred to the Investor Education and Protection Fund, in compliance with provisions of Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) as amended from time to time, therefore, the provisions of above mentioned sections do not apply to the Company.

Change in the nature of Business, if any

There was no change in the nature of business of the Company during the year under review.

Share Capital

The paid up Equity Share Capital as at March 31, 2025 stood at Rs. 5,54,08,000/-. During the year under review, there was no change in the Companys Issued, Subscribed and Paid-up Equity Share Capital. The Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As on March 31, 2025, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

Reporting of Frauds

During the period under consideration, no incident of frauds was reported by the Statutory Auditors pursuant to Section 143 (12) of the Companies Act, 2013.

Board of Directors and Key Managerial Personnel:

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us, retain our competitive advantage.

Woman Director

In terms of the provisions of Section 149 of the Companies Act, 2013 Mrs. Sushneet Kaur and Mrs. Ishmeet Kaur as Woman Directors on the Board of the Company.

Appointment of Directors

Ms. Ishmeet Kaur (DIN: 10951750) was appointment as an Additional Non-Executive Independent Director of the Board of the Directors of the Company by its Meeting held on 19^th March, 2025.

Re-appointment of Directors to retire by rotation i. The members at the 31^st Annual General Meeting held on 26^th September, 2024 have approved the following re-appointments liable to retire by rotation Mr. Harpreet Singh (DIN: 00570541) as an Managing Director of the Company. ii. Sh. Eshaan Singh Takkar (DIN: 07194501), Directors of the Company who will be retiring by rotation at the 32^nd Annual General Meeting in pursuance of the provisions of Section 152 of the Companies Act, 2013 and being eligible, have offered themselves for the re-appointment at the 32^nd Annual General Meeting. In compliance with Regulation 36(3) of SEBI Listing Regulations and Secretarial Standards-2 on General Meetings information about the Director proposed to be appointed / re-appointed is attached along with the Notice calling the ensuing Annual General Meeting.

Appointments made after the closure of Financial Year

After the Closure of Financial Year 2024-25, on the recommendation of NRC and Board, the Board has proposed the appointment of Ms. Ishmeet Kaur (DIN: 10951750) as Non-Executive Independent Director to Shareholders vide Special Resolution in the ensuing 32^nd Annual General Meeting of the Company for a term of 5 consecutive years w.e.f. 19^th March, 2025. In the opinion of the Board, the independent directors appointed during the year possess requisite integrity, expertise, experience and proficiency. The independent director Mrs. Sushneet Kaur has cleared the proficiency test of the IICA and it is valid till 28.08.2028. Mrs. Ishmeet Kaur is yet to clear the proficiency test of the IICA.

Cessation of office of Director

During the financial year, 2024-25, Mrs. Jasjeet Kaur, who was appointed as Independent Director for a term of five years and he ceased to be director w.e.f. 24^th March, 2025, due to completion of his second term as Independent Director. The Board of Directors of the Company places on record its appreciation for the contribution made by the above Directors during their respective tenure(s).

Key Managerial Personnel

As on March 31, 2025, the following persons were the Key Managerial Personnel (KMPs) of the Company as per the provisions of the Companies Act, 2013 - Sh. Harpreet Singh - Managing Director Sh. Sanjay Jain - Chief Financial Officer Ms. Ruchika Gulati resigned w.e.f. 10.03.2025 from the position of the Company Secretary and Compliance Officer of the Company and Sh. Raghav Maheshwari was appointed for the position of the Company Secretary and Compliance Officer of the Company w.e.f. 29.05.2025 by the Board of the Company.

Declaration by Independent Directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and regulation 16(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015. The Independent Directors have also confirmed that they have complied with the Companys Code of Business Conduct & Ethics. During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company. The Independent Directors of the Company had undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs (IICA) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014 and have registered themselves with the Independent Directors databank as required under the above provisions. Furthermore, they have also renewed their registration with IICA for applicable tenures. The Independent Directors (other than Independent Directors who have appeared and completed the online proficiency self assessment test) are yet to appear for the online proficiency self-assessment test and hence, the opinion on the aforesaid would be provided in the next years annual report.

Number of meetings of the board

During the year under review, the Board of Directors met 11 (Eleven) times. The detail of the composition, board meetings held during the year and attendance at the meetings are given below. The maximum time gap between two meetings did not exceed 120 days.

Details of the Meeting:

COMMITTEES OF THE BOARD:

The Board has constituted the following committees in compliance with the Companies Act, 2013:

The Audit Committee of the Company consists of Smt. Ishmeet Kaur as Chairman, Smt. Sushneet Kaur and Sh. Harpreet Singh as Members as at 31.03.2025. The Composition and Terms of Reference of the Audit Committee are in line with Section 177 of the Companies Act, 2013 and rules made thereunder.

During the year under review, the Audit Committee met on five (5) occasions viz. 29.05.2024, 14.08.2024, 14.11.2024, 04.12.2024 and 14.02.2025 to deliberate on various matters. The members of the Committee are the persons with ability to read, understand the Financial Statement. Not more than 120 days lapsed between any two consecutive meetings of the Audit Committee during the year. There have been no instances, where the Board has not accepted any recommendation of the Committee. The necessary quorum was present at all the Meetings.

The Stakeholders Relationship Committee of the Company consists of Smt. Ishmeet Kaur as Chairman, Smt. Sushneet Kaur and Sh. Harpreet Singh as Members as at 31.03.2025. The Composition and Terms of Reference of the Stakeholders Relationship Committee are in line with Section 178 of the Companies Act, 2013 and rules made thereunder.

During the year under review, the Stakeholders Relationship Committee met on one (1) occasion viz. 14.11.2024. The members of the Committee are effectively address shareholders grievances. The necessary quorum was present at all the meetings. No complaints remained unattended/ pending for more than thirty days. The Company has no share transfers/ transmission pending as on 31st March, 2025. Further, no shareholders complaint/ grievance were received under ‘SCORES during the Financial Year 2024-2025.

The Nomination and Remuneration Committee of the Company consists of Smt. Ishmeet Kaur as Chairman, Smt. Sushneet Kaur and Sh. Harpreet Singh as Members as at 31.03.2025. The Composition and Terms of Reference of the Nomination and Remuneration Committee are in line with Section 178 of the Companies Act, 2013 and rules made thereunder.

During the year under review, the Nomination and Remuneration Committee met on three (3) occasions viz. 01.05.2024, 22.10.2024 and 19.03.2025. The necessary quorum was present at all the meetings.

The Company had discontinued the Risk Management Committee, as company is not covered under the provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Attendance Details of Board and Committee Meetings held during the Financial Year 2024-2025: The details of meetings attended by the Members of Board as well as Committees are as follows:

Annual Return

The Annual Return of the Company, pursuant to sub-section 3 (a) of Section 134 and the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year 2024-2025 in the Form MGT-7 has been uploaded on Companys website and the web link for the same is www.pactindustries.in

Extra Ordinary General Meeting

During the year under review, 2 (Two) Extra Ordinary General Meetings held on 16.11.2024 and 30.12.2024.

Compliance with Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

Particulars of Loans, Advances, Guarantees and Investments

The Company has not granted any loan, guarantee or made any investments during the year ended 31^st March, 2025 under Section 186 of the Companies Act, 2013 and Rules made there under. Pursuant to Section 186 (4) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), disclosure on particulars relating to Loans, advances and investments are provided as part of the financial statements.

PARTICULARS OF CONTRACTS AND ARRANGEMENT MADE WITH RELATED PARTIES:

During the year under review, transactions entered into with Group Companies/ Related Parties as per given at Note No. 34 to the Financial Statements which were in the ordinary course of business at arms length basis and in compliance with the applicable provisions of the Companies Act, 2013. No any contract or arrangement was entered into with the Related Parties as per Section 188(1) of the Companies Act, 2013 during the financial year ended March 31, 2025. Thus, the requirement for disclosure as required under Section 134(3)(n) of the Companies Act, 2013 for particulars of contracts or arrangement with related parties referred to in Section 188(1) is not applicable to the Company.

We would like to inform you that during the year, no material related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large or which warrants the approval of the shareholders.

Vigil Mechanism/Whistle Blower Policy

The Company in accordance with Section 177 (9) of the Companies Act, 2013 has established a Vigil Mechanism/Whistle Blower Policy to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of Companys code of conduct or grievances & to provide adequate safeguards against victimization of persons who may use such mechanism. The mechanism provides for direct access to the Chairman of the Audit Committee in exceptional circumstances. The Audit Committee reviews and ensures the adequacy of the system laid down by the Company for the said purpose and no concern was reported during the financial year ended March 31, 2025. The Vigil Mechanism/Whistle Blower Policy is posted on the website of the Company and the web link for the same is www.pactindustries.in

Nomination and Remuneration Policy

The Nomination and Remuneration Committee recommends to the Board, the Companys policy on Directors, Key Managerial Personnel and Senior Management appointment and remuneration including criteria for determining qualifications, positive attributes, independence of director and other matters as per Section 178(3) of the Companies Act, 2013. The Nomination and Remuneration Policy is available on the Companys website and the web link for the same is www.pactindustries.in

As mandated by proviso to Section 178(4) of the Companies Act, 2013, salient features of Nomination and Remuneration Policy is annexed as Annexure-1 hereto and forms part of this report.

Policy for Preservation of Documents

In accordance with regulation 9 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has adopted a policy for preservation of documents and the same is also available on the Companys website and the web link for the same is www.pactindustries.in

Policy for Determination of Materiality of the Disclosure of Events & Information

In accordance with regulation 30 (4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a policy has been adopted regarding disclosures of any events or information which, in the opinion of the board of directors is material and the same is also available on the Companys website and the web link for the same is www.pactindustries.in

Archival Policy

In accordance with regulation 30 (8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 an archival policy has been adopted by the Board. The Archival Policy is available on the Companys website and the web link for the same is www.pactindustries.in Other Policies

Your Company has also framed the Policies (i) the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information; (ii) the Code of Conduct as required under SEBI (Prohibition of Insider Trading) Regulations, 2015 and (iii) Policy on inquiry in case of leak of unpublished price sensitive information (UPSI) and the same is available on the website of Company at www.pactindustries.in Formal Annual/Board Evaluation

Pursuant to the Section 134(3) of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, performance of its Committees as well as directors individually. Further, the Independent Directors of the Company met once during the year on 19.03.2025 to review the performance of the Non-Independent Directors and performance of the Board as a whole, review the performance of the Chairperson of the Company taking into account the views of non-executive directors, Composition of Board / Committees, Quality and timely flow of information that is necessary for the Board to effectively and reasonable perform their duties, frequency of meetings, and level of participation in discussions were some of the parameters considered during the evaluation process and to take note of amendments and legal updates related to independent directors.

Internal Financial Control System and their Adequacy

The Company is maintaining an efficient and effective system of Internal Financial Control for the facilitation of speedy and accurate compilation of financial statements. The Companys internal control system is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations and procedures. Further, the statutory auditors of the Company have verified the systems and processes and confirmed that the internal financial controls system over financial reporting is operating effectively. Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has also appointed M/s. Bipin Bihari Singh as an Internal Auditor of the Company. The Company has in place adequate internal financial control systems with reference to the Financial Statements. The Internal Audit Reports are discussed with the Management and are reviewed by the Audit Committee of the Board which also reviews the adequacy and effectiveness of the internal controls in the Company. During the year, Companys Internal Controls were tested and no reportable weakness in the system was observed.

Apart from this, an Audit Committee consisting of two non-executive directors and one managing director has been constituted. All the significant audit observation and follow up action thereon are taken care of by the Audit Committee. The Committee oversees the adequacy of Internal

Control. The Audit Committee met five times during the financial year under review. The Company has also established a Vigil Mechanism as per Section 177(9) of Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014.

Corporate Social Responsibility

The Company is not covered under the purview of the requirements of Section 135 of the Companies Act, 2013 and the rules made thereon. Hence it is not applicable to the Company.

Material changes and commitments affecting financial position between end of the financial year and date of report

As per the provisions of Section 134(3) (1) of the Companies Act, 2013, below mentioned is material changes or commitments affecting the financial position have occurred between the end of financial year of the Company to which the financial statements relates to the date of the report. The company has suffered a loss during the current F.Y. for Rs. 502.38 Lakhs (Previous Year Rs 516.28 Lakhs), resulting in significant erosion of Net Worth. The account of the company has been classified as Non-Performing Asset by its banker namely State Bank of India and subsequently recovery notices have been issued under relevant laws.

Public Deposit(s):

The Company has not accepted any Public Deposit within the meaning of Section 73 of the Companies Act, 2013 and rules made there under. There is no outstanding/unclaimed deposit from the public. However, the information as required under Rule 8 of the Companies (Accounts) Rules, 2014 is given hereunder:- (i) Deposits accepted during the year: Nil (ii) Deposits remained unpaid or unclaimed as at the end of the year: Nil (iii) Default in repayment of deposits and deposits which are not in compliance with the Requirements of Chapter V of the Companies Act, 2013: N.A.

Employees Stock Option Scheme(s)

During the year ended 31st March, 2025, your Company has not floated any scheme in relation to Employees Stock Option(s) and no such further plans have been initiated at present in this regard.

Buy Back of Equity Shares:

Your Company has not undertaken any exercise to buy back its Equity Shares from the shareholders during the year under review.

Directors Responsibility statement

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, your Directors, based on the representations received from the management, confirm that: I) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same; ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period; iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) they have prepared the annual accounts on a going concern basis; v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and external consultants and the reviews performed by management and the relevant board committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2024-25.

Disclosure under the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in our companys premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is an Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. During the year ended 31^st March, 2025 the Committee did not receive any complaint pertaining to sexual harassment and there is no complaint pending as on the date of beginning of this

Financial year and as on the date of the closure of this Financial year. Consequently, there are NIL cases disposed off during the year and NIL cases pending for more than ninety days.

Compliance of the provisions relating to the Maternity Benefit Act 1961

During the year under review, the Company has complied with the provisions relating to the Maternity Benefit Act 1961.

Familiarisation Program

To ensure active engagement and informed participation of Independent Directors, the Company conducts familiarisation programmes from time to time. Such familiarisation programme includes detailed presentations by business and functional heads covering key aspects such as operational performance, strategic plans, new product developments, emerging technologies, and industry outlook of our Company. Upon their appointment, Non-Executive and Independent Directors undergo familiarisation programme to understand the Companys business environment. The Non-executive and independent Directors are also provided with financial results, internal audit findings and other specific documents as sought by them from time to time. They are also made aware of the various policies and code of conduct and business ethics adopted by the Board. Details of familiarisation programs extended to the Non-Executive & Independent Directors during the year under consideration are disclosed on the Company website at www.pactindustries.in.

Statutory Auditors and their Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the members at their 30^th Annual General Meeting (“AGM”) of the Company held on 28^th September, 2023 had appointed M/s Parmod G Gupta & Associates Chartered Accountants, Ludhiana (Firm registration No. 018870N), for a term of 5 (five) consecutive years from the conclusion of 30^th Annual General Meeting till the conclusion of 35^th Annual General Meeting to be held in the year 2028.

Further, During the year under review, M/s Parmod G Gupta & Associates had resigned as Statutory Auditor of the Company w.e.f. 14.11.2024. The Shareholders of the Company in their Extra Ordinary General Meeting held on 30.12.2024 had approved the appointment of M/s Sanjeev Raj & Associates, Chartered Accountants (Firm registration No. 015202N), Ludhiana as Statutory Auditor of the Company w.e.f. 30.12.2024 to fill the casual vacancy caused by the resignation of M/s Parmod G. Gupta and Associates, Chartered Accountants and to conduct the audit of the Financial Year 2024-2025.

Further, The Shareholders of the Company in their Extra Ordinary General Meeting held on 30.12.2024 had approved the appointment of M/s Sanjeev Raj & Associates, Chartered Accountants (Firm registration No. 015202N), Ludhiana as Statutory Auditor of the Company to conduct the audit of the Financial Year 2025-2026 to 2028-2029.

Statutory Auditors Report

Your Companys Directors have examined the Statutory Auditors Report issued by M/s Sanjeev Raj & Associates, Chartered Accountants on the Annual Accounts of the Company for the financial year ended 31^st March, 2025. The Statutory Auditor had reported some observations:

The company has suffered a loss during the current F.Y. for Rs. 502.38 Lakhs (Previous Year Rs 516.28 Lakhs), resulting in significant erosion of Net Worth.

The account of the company has been classified as Non-Performing Asset by its banker namely State Bank of India and subsequently recovery notices have been issued under relevant laws.

Secretarial Auditors and their Report

In terms of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), your Board of Directors in their meeting held on 29^th May, 2025 appointed M/s PDM & Associates, Ludhiana, Punjab, Practicing Company Secretaries, for the financial year 2024-25 for conducting the Audit of secretarial records of the Company and issue their report.

The Secretarial Audit Report in respect of secretarial records of the Company for the Financial Year ended March 31, 2025 has been submitted by M/s PDM & Associates and taken on record by the Board of Directors of the Company. The Report of the Secretarial Auditors in Form MR-3 for the financial Year ended 31^st March, 2025 is annexed herewith as Annexure-2. The Board members have examined the above said report and observed that there was no reservation, qualification and adverse remark made by the Secretarial Auditors. Further, pursuant to the provisions of the Regulation 24A of the Listing Regulations and Section 204 of the Act read with rules made thereunder, the Board of Directors at its meeting held on 29.05.2025, based on recommendation of the Audit Committee, had approved the appointment of M/s PDM & Associates, Practicing Company Secretaries, a peer reviewed firm (Membership No. A25988, COP No. 25003) as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the Shareholders of the Company. An Ordinary Resolution for the appointment of M/s PDM & Associates, Practicing Company Secretaries as Secretarial Auditors of the Company has been set out in the Notice of ensuing AGM for the approval shareholders.

Internal Auditors and their Report Appointment of Internal Auditors

M/s Bipin Bihari Singh as internal Auditors of the Company, in accordance with terms of the provisions of Sections 138, 179 of the Companies Act, 2013 read with rule 8 of the Companies (Meetings of Board and its Powers), Rules, 2014 and rule 13 of the Companies (Accounts) Rules, 2014 for the financial year 2024-25 for conducting the Internal Audit of the books of accounts and reviewing and ensuring the Internal Control system of the Company and to issue their report.

Further, on the recommendation of Audit Committee, your Board of Directors in their meeting held on 29^th May, 2025 had appointed Mr. Gurinder Pal Singh Maan as Internal Auditors of the Company for the Financial year 2025-2026 and have submitted his consent alongwith a confirmation that they are qualified to act as Internal Auditors of the Company.

Internal Audit Report:

The Internal Audit Report in respect of books of accounts and Internal Control system of the Company for the Financial Year ended March 31, 2025 has been submitted by M/s Bipin Bihari Singh which has been duly considered and requisite corrective actions and remedial measures were taken by Audit Committee and reports thereon were also taken on record by the Board of Directors of the Company. The Board members have examined the above said report and observed that there is no reservation, qualification and adverse remark made by the Internal Auditors.

Non-applicability of Maintenance of Cost Records

The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Companies Act, 2013 and Rules made there under with respect to the Companys nature of business.

Corporate Governance

Pursuant to provisions of Regulation 15(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the Corporate Governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not applicable to the Company as the paid up equity share capital of the Company is Rs. 5,54,08,000/- (Rupees Five Crores Fifty Four Lakhs Eight Thousand Only) and net worth of the Company is Rs. -2,74,27,326.85/- (Rupees Two Crores Seventy Four Lakhs Twenty Seven Thousand Three Hundred Twenty Six and Eighty Five Paisa Only) as on the last day of the previous financial year i.e. March 31, 2025 which is not exceeding Rs. 10 Crores and Rs. 25 Crores, respectively as per the latest Audited Financial Statements as at March 31, 2025. Whenever this regulation becomes applicable to the Company at a later date, the Company shall comply with requirements of this regulation within six months from the date on which such provisions became applicable to the Company.

Subsidiaries, Joint Ventures or Associate Companies and Holding Companies

The Company does not have any Subsidiary, Joint Venture or Associate Company and Holding Company as on March 31, 2025.

Significant or Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Companys Operations in Future

There is no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

Disclosure of Remuneration of Directors and Employees of the Company

The information required pursuant to the provisions of Section 197 (12) read with rule 5 (1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as Annexure- 3 and forms part of this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

Particulars with respect to the Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-4.

Management Discussion and Analysis

Management Discussion and Analysis Report as required under Regulation 34(3) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report.

Green Initiative

The Ministry of Corporate Affairs (MCA) has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the companies. Further, as per the provisions of Companies Act, 2013, the Company may send financial statements and other documents by electronic mode to its members. Your Company has decided to join the MCA in its environmental friendly initiative. Accordingly, henceforth Company propose to send documents such as Notice of the General Meetings, Postal Ballot Notice, Annual Report and other communication to its shareholders via electronic mode to the registered e-mail addresses of shareholders. To support this green initiative of the Government in full measure, shareholders are requested to register/update their latest e-mail addresses with their Depository Participant (D.P.) with whom they are having Demat A/c or send the same to the Company via e-mail at pactindustries1993@gmail.com. We solicit your valuable co-operation and support in our endeavor to contribute our bit to the environment.

Listing of Securities

The Securities of the Company are listed on Bombay Stock Exchange Limited and Metropolitan Stock Exchange of India Limited. The Company has not paid Annual Listing Fees for the years Financial Year 2018-19, 2019-20, 2020-21, 2021-22, 2022 23, 2023-24 and 2024-25 and is in violation of SEBI & Exchange Regulations. The Company has also not paid the fines/SOP fine imposed by the exchanges.

Business Risk Management

The Company is mainly engaged in the business of manufacturing, processes and trades of colouring, spinning, scouring, dyeing, bleaching, doubling, printing and finishing, mercerizing, preparing, combing, sizing, working of manufacturing in any way whatever silk, nylon, cotton, hemp, rayon, wool, polyester, jute, flax, terene and other fibrous or textiles substances and to utilize, deal and treat in any waste arising from any such operations, whether carried out by the company or otherwise and also of vitriol and of bleaching, chemicals and consumable stores, finishing materials and dyeing. Your management at regular intervals evaluates various risks faced by the Company which could affect its business operations or threaten its existence. Major risks identified by the businesses and functions from time to time are systematically addressed through mitigating actions on a continuing basis. Further, to monitor and manage the risk associated with the Companys business, the Company has developed and implemented a Risk Management Policy including therein identification and risk mitigation measures. The Policy is also posted on Companys website and the web link for the same is www.pactindustries.in

Disclosures with Respect to Demat Suspense Account/ Unclaimed Suspense Account

(a) aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: Nil (b) number of shareholders who approached listed entity for transfer of shares from suspense account during the year: Nil (c) number of shareholders to whom shares were transferred from suspense account during the year: Nil (d) aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: Nil (e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: Not Applicable

Human Resources/Industrial Relations

The Industrial Relations remained cordial throughout the year. A detailed section on Human Resources/Industrial Relations is provided in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Other Disclosures

(i) 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 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable. (ii) The requirement to disclose the 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 there of, is not applicable. (iii) Disclosure of certain types of agreements binding listed entities (1) Information disclosed under clause 5A of paragraph A of Part A of Schedule III of these regulations: During the year under review, the company has not entered into any such kind of agreements. (iv) The Company has not defaulted in payment of interest and/ or repayment of loans to any of the financial institutions and/ or banks during the year under review is not applicable.

Acknowledgement

The Board of Directors of the Company wish to place on record their sincere thanks to the shareholders for their co-operation, faith and confidence in the management of the Company. The Companys endeavor would be to merit the confidence reposed in it by its stakeholders. Your Board acknowledges support and cooperation received from all the regulatory authorities of the Central Government and State Government respectively. It also express its sincere appreciation of the employees at all levels for being encouraged to meet several challenges encountered and look forward to their valuable support and commitment in the times ahead.