PAN HR Solution Ltd Directors Report

To The Members

Your Directors have pleasure in presenting their 11th Annual Report , together with the Audited Annual Standalone Financial Statements of the Company for the year ended March 31, 2026.

1 FINANCIAL SUMMARY / STATE OF THE COMPANYS AFFAIRS the year ended March 31, 2026 along with previous years figures are summarized below: The Companysfinancial

Rs. in Lakhs

Particular	FY 26	FY25
Revenues	23,451.00	28,318.88
Other Income	74.76	44.18
Total Income	23,525.76	28,363.06
Cost of Services Rendered	21,933.76	26,635.57
Employee costs	493.19	789.94
Other expenses	242.98	206.59
Total Expenditure	22,669.93	27,632.10
EBITDA	855.83	730.96
Interest Costs	3.21	6.59
Depreciation	32.15	38.88
PBT Before Exceptional Items	820.47	685.49
Exceptional Items	-	653.60
PBT	820.47	1,339.09
Tax expense
Current tax	86.95	358.22
Short provision of tax relating to earlier years	-	-
Deferred tax	(16.77)	1.01
PAT	750.29	979.86
Earnings Per Share (EPS)
Basic	13.26	18.11
Diluted	13.26	18.11

Note: Previous year figures have been re-grouped / re-arranged wherever necessary

2. STATE OF COMPANYS AFFAIRS

Total Revenue from operations of the Company is Rs. 23,451.00 Lakh in 2025-2026 as against Rs. 28,318.8 lakh in FY 2024-25. The profit before interest, depreciation and tax increased from Rs. 730.96 Lakhs in FY 2024-25 to Rs. 855.83 Lakhs in FY 2025-26.

Profit before tax from continuing operation is Rs.820.47 Lakhs in FY 2025-26 asagainstRs.after tax 1,339.09 Lakhs in FY 2024-25. The profit on continuing operation is Rs. 750.29 Lakhs in FY 2025-26 as against Rs. 979.86 Lakhs in FY 2024-25.

The decline in revenue during FY 2025-26 was primarily due to prevailing market circumstances and the resultant impact on business volumes, while improved operating efficiencies contributed to the increase in profit before interest, depreciation and tax. The exceptional/prior-period item of Rs. 653.60 Lakh pertains to prior-period adjustments, the details and accounting treatment of which are disclosed in the Notes to the Financial Statements.

3. CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company.

4. TRANSFER TO RESERVES

We do not propose to transfer any amount to general reserve.

5. DIVIDEND

To strengthen the financialposition of the Company and to augment working capital, your directors do not recommend any dividend for the

FY 2025-2026.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Dividend Distribution Policy of the Company had been updated by the Board of the Directors of the Company on August 06, 2025. T The detailed Dividend Distribution

Policy is annexed as Annexure- 7 and forms part of this Report and also available on the website of the Company at https://www.panhr.in/ img/Dividend%20Distribution%20Policy.pdf

6. CHANGE IN NAME AND STATUS OF THE COMPANY

The Company was originally incorporated as a private limited company under the name and style of ‘PAN HR Solution Private Limited under the provisions of the Companies Act, 2013, pursuantto Certificate of Incorporation dated December 23, 2015, issued by the Registrar of

Companies.

Subsequently, pursuant to the approval of the Board of Directors at its meeting held on April 18, 2025, and the approval of the Shareholders at the Extraordinary General Meeting held on April 21, 2025, the Company was converted into a public limited company. Consequently, the name of the Company was changed to ‘PAN HR Solution Limited, and a fresh Certificate of Incorporation consequent upon conversion was issued by the Registrar of Companies on May 15, 2025.

7. INITIAL PUBLIC OFFER (IPO) & LISTING OF SHARES ON BSE SME PLATFORM

During the financial year 2025-26, ‘PAN HR Solution Limited has successfully listed its 72,11,058 equity shares on the SME Platform of BSE on 13.02.2026. This significant milestone marks a new chapter in the Companys growth journey, providing it with enhanced visibility and access to a broader investor base.

8. DEMATERIALISATION OF SHARES

As on March 31, 2026, the share of the Company held in demat form represents 100% of the total issued and paid up capital of the Company. The Company ISIN No. is INE1N9E01015. Maashitla Securities Private Limited is the Registrar and Share Transfer Agent of the Company and handles investors related matters under the supervision of the Company.

9. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitmentsaffectingthefinancialposition of the Company occurred from the end of the Financial Year to which this financial statement relate to date of this report

10. SHARES CAPITAL

The company has only one class of shares i.e. Equity shares of Rs. 10/- each only and all Equity Shares are ranked pari-passu in all respect. All Equity Shares issued are fully paid-up during the period under review: (i) The Authorized Share Capital of the Company is Rs. 8,00,50,000 (ii) Issued, Subscribed, and Paid-up Equity Share Capital is Rs. 7,21,10,580

Changes in Share Capital

During the period 2025-26 under review, The Authorised Share Capital and Paid-up Equity Capital has been changed in the manner set forth below: Authorised Share Capital

At the time of incorporation, the Authorised Share Capital of the Company was 10,00,000 (Rupees Ten Lakh Only) divided into 1,00,000 Equity Shares of 10/- each.

The Authorised Share Capital was first increased to 7,00,00,000 (Rupees Seven Crore Only) divided into 70,00,000 Equity Shares of 10/- each in the Extraordinary General Meeting held on Monday, April 21, 2025 [DRHP].

The Authorised Share Capital was further increased to 8,00,00,000 (Rupees Eight Crore Only) divided into 80,00,000 Equity Shares of 10/- each in the Extraordinary General Meeting held on Wednesday, September 17, 2025.

The Authorised Share Capital was finally increased to 8,00,50,000 (Rupees Eight Crore Fifty Thousand Only) divided into 80,05,000 Equity Shares of 10/- each in the Extraordinary General Meeting held on Tuesday, September 24, 2025.

Paid-up Equity Capital a. ALLOTMENT

During the Financial Year 2025-26, the company has allotted 53,89,500 Equity Shares by way of bonus share issue dated 18.09.2025.

b. INITIAL PUBLIC OFFERING (IPO)

On 13.02.2026 the Company successfully completed its IPO by way of issuing 18,00,000 equity shares. This IPO marks a significant milestone, enhancing the Companys capital base and providing access to a broader investor base through the listing on the SME

Platform of BSE.

Summary of Share Capital
Authorised Share Capital	8,00,50,000
Paid up share capital before bonus issue	2,15,580
Increase in paid up share capital by way of bonus issue	5,38,95,000
Paid up share capital after bonus issue	5,41,10,580
Paid up share capital after IPO	7,21,10,580

11. ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

During the financial year under review, the Company amended its Memorandum of Association (MoA) and Articles of Association (AoA) to support its IPO and growth requirements:

• MoA Alteration (Capital Clause): The MoA was altered three times to increase the Authorised Share Capital. o It was first raised from the initial 10,00,000 (1,00,000 shares) to 7,00,00,000 (70,00,000 shares) at the EGM held on April 21,

2025. o It was further increased to 8,00,00,000 (80,00,000 shares) at the EGM held on September 17, 2025. o It was finally increased to 8,00,50,000 (80,05,000 shares) at the EGM held on September 24, 2025.

• AoA Alteration: The Articles of Association were structurally altered at the EGM held on September 17, 2025, to adopt the provisions required for a Public Limited Company.

12. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the year ending on March 31, 2026 is available on the Companys website at https://www.panhr.in/annual_returns.php

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Composition of the Board of Directors

As of the date of the report, the Board of Directors of the Company comprises 5 Directors. The Composition of the Board of Directors is as under:

Sr.No.	Name of the Director	DIN	Designation
1	Mr. Rajeev Kumar	07368623	Chairman and Managing Director
2	Mrs. Rajni Kumari	07368630	Whole time Director
3	Mr. Vivek Kumar Mishra	11060611	Non-Executive Director
4	Mr. Umesh Kumar Purbey	08276386	Independent Director
5	Mrs. Sheetal Sharma	11734809	Additional Non-Executive Independent Director

B. Appointment/Cessation/ change in designation of Directors

The following changes occurred in the Appointment/Cessation/ change in designation of Directors of the Company during the financial year under review .

1. Shri Vivek Kumar Mishra: Appointed as an Additional Non-Executive Director on April 18, 2025, and regularised as a Non-Executive Director by shareholders in the EGM held on April 21, 2025.

2. Shri Rajeev Kumar: Re-designated and appointed by the Board as Chairman and Managing Director (CMD) on June 28, 2025, approved by shareholders in the EGM on July 15, 2025.

3. Smt. Rajni Kumari: Re-designated from Executive Director to Whole-Time Director (WTD) by the Board on June 28, 2025, approved by shareholders in the EGM on July 15, 2025.

4. Shri Umesh Kumar Purbey & Shri Jeewan Chandra: Appointed as Additional Independent Directors by the Board on June 28, 2025, and approved by shareholders for a regular term in the EGM on July 15, 2025.

After 31 March 2026 Appointment/Cessation/ change in designation of Directors following changes are given below a. Mr. Jeewan Chandra (DIN : 05319578), Independent Director of the CompanyceasedtobeaDirectoroftheCompanywitheffect from the close of business hours on April 07, 2026 due to personal reasons. b. Mrs. Sheetal Sharma was appointed as an Additional Director in the capacity of Non-Executive Independent Director with effect from May 22, 2026, subject to approval of the Members at the ensuing AGM. The Board has recommended her appointment as an Independent Director for a term of five consecutive years.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Rajeev Kumar (DIN: 07368623), Chairman and Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for reappointment. Necessary resolution for his re-appointment is included in the Notice of AGM for seeking approval of Members. The Directors recommend his re-appointment for your approval.

A brief profile of Mr. Rajeev Kumar (DIN: 07368623), will be given in the Notice convening the AGM for reference of the shareholders.

Changes in Key Managerial Personnel (KMP)

During the period under review, the following changes took place in the Key Managerial Personnel framework of the Company:

Mr. Rajeev Kumar: Appointed and re-designated as Chairman and Managing Director by the Board on June 28, 2025, approved by shareholders in the EGM on July 15, 2025.

Mrs. Rajni Kumari: Re-designated from Executive Director to Whole-time Director by the Board on June 28, 2025, approved by shareholders in the EGM on July 15, 2025.

Mr. Deepak Kumar: Appointed by the Board as the Chief Financial Officer (CFO) of the Company with effect from July 28, 2025.

Mrs. Anamika Sinha Roy: Appointed by the Board as the Company Secretary & Compliance Officer of the Company with effect from

August 6, 2025.

After 31 march 2026 following change in key managerial person

• Mrs. Anamika Sinha Roy: Resigned from the position of Company Secretary & Compliance Officer of the Company with effect fromJune 1, 2026.

• Ms. Sneha Bahuguna : Appointed for position of Company Secretary & Compliance Officer of the Company with effect from July 21, 2026.

• Mr. Deepak Kumar: Resigned from position of the Chief Financial Officer (CFO) of the Company with effect fromAugust 01, 2026.

• Mr. Pushkar Singh Negi Appointed as CFO with effect from August 14, 2026

14. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS During the year Under review

The Board of Directors of the Company duly met 12 (twelve) times during the financial year from April 01, 2025 to March 31, 10, 2025, April 14, 2025, April 18, 2025 (2 board meeting on same day at different time) , June 28, 2025, August 04, 2025, August 06, 2025, September 17, 2025, September 18, 2025, December 1, 2025 , January 30, 2026 and March 31, 2026.

The intervening gap between two consecutive meetings was within the limit prescribed under the Companies Act, 2013 and SEBI Listing

Regulations.

Table: Number of meetings attended by each director Number of meetings attended by each director

S. No.	Name of Director	Number of meetings held during Financial Year 2025-26	Meetings attended during Financial Year 2025-26
1	Mr. Rajeev Kumar	12	12
2	Mrs. Rajni Kumari	12	12
3	Mr. Vivek Kumar Mishra	12	8
4	Mr. Jeewan Chandra	12	7
5	Mr. Umesh Kumar Purbey	12	7

Note: Pursuant to the approval of the shareholders at the Extraordinary General Meeting held on 21 April 2025, the Company was converted into a public limited company and was subsequently listed on the stock exchange on 13 February 2026. Accordingly, changes in the composition of the Board were made during the year to comply with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. Hence, the attendance of certain directors is based on their respective tenure.

15. SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year under review, a separate meeting of Independent Directors without the attendance of Non-Independent Directors and members of the Management, was held on 31st Day of March, 2026, as required under Schedule IV of the Companies Act, 2013 (Code for Independent Directors) read with Regulations 25(3) of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015. The Independent Directors inter-alia reviewed the performance of the Non-Independent Directors, Chairman of the Company and the Board as a whole.

16. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) of the Listing Regulations and in line with our corporate governance guidelines, peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of Boards Committees was undertaken. This evaluation is led by the Chairman of the Nomination and Remuneration Committee with a specific focus on the performance and effective functioning of the Board and its Committees. The evaluation process, inter alia, considers attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of committee meetings, etc. The report on the performance evaluation of the Individual Directors was reviewed by the Board and feedback was given to the Directors.

17. COMMITTEE

The Company has constituted the following Committee of directors.

AUDIT COMMITTEE

During the financial year ended March 31, 2026, the Audit Committee comprised the following members:

S.No.	Name of Director	Designation	Category
1	Mr. Jeewan Chandra	Chairman	Non-Executive and Independent Director
2	Mr. Umesh Kumar Purbey	Member	Non-Executive and Independent Director
3	Mr. Rajeev Kumar	Member	Chairman and Managing Director

Meeting Detail: During the Financial Year 2025–26, the Audit Committee met thrice, on September 17, 2025, January 30, 2026 and March 31, 2026.

S. No.	Name of Director	Date Of Meeting	Number of Directors entitled to Attend the meeting	Number of Directors who attended the meeting
1	Mr. Jeewan Chandra	17.09.2025	3	3
	Mr. Umesh Kumar Purbey
	Mr. Rajeev Kumar
2	Mr. Jeewan Chandra	30.01.2026	3	3
	Mr. Umesh Kumar Purbey
	Mr. Rajeev Kumar
3	Mr. Jeewan Chandra	31.03.2026	3	3
	Mr. Umesh Kumar Purbey
	Mr. Rajeev Kumar

Committee Secretary: The Company Secretary acts as the Secretary to the Committee.

Further, the Board has not denied any recommendation of Audit Committee during the Financial Year. Note*

The Company was listed on the BSE SME Platform on February 13, 2026; accordingly, the requirements under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 became applicable from the date of listing, and the Company has complied with the applicable provisions.

Reconstitution after 31st March 2026

Subsequent to the closure of the financial year, Mr. Jeewan Chandra resigned from the Board with effect fromApril 7, 2026. Consequent to his cessation and the appointment of a new Independent Director, the Committee was reconstituted on May 22, 2026.

The present composition of the Committee as on the date of this report is as follows:

S.No.	Name of Director	Designation	Category
1	Mr. Umesh Kumar Purbey	Chairman	Non-Executive and Independent Director
2	Mr. Rajeev Kumar	Member	Chairman and Managing Director
3	Mrs.Sheetal Sharma	Member	Additional Non Executive Independent Director

Nomination and Remuneration Committee

During the financial year ended March 31, 2026, the Nomination and Remuneration Committee comprised the following members:

S.No.	Name of Director	Designation	Category
1	Mr. Umesh Kumar Purbey	Chairman	Non-Executive and Independent Director
2	Mr.Jeewan Chandra	Member	Non-Executive and Independent Director
3	Mr.Vivek Kumar Mishra	Member	Non-Executive Director

Meeting Detail: During the Financial Year 2025–26, the Nomination and Remuneration Committee met once, on March 31, 2026.

S. No.	Name of Director	Date Of Meeting	Number of Directors entitled to Attend the meeting	Number of Directors who attended the meeting
1	Mr. Jeewan Chandra	31.03.2026	3	3
	Mr. Umesh Kumar Purbey
	Mr. Vivek Kumar Mishra

Committee Secretary: The Company Secretary acts as the Secretary to the Committee.

During the year under review, there has been no instance where the recommendations of the Nomination and Remuneration Committee have not been accepted by the Board.

Note*

The Company was listed on the BSE SME Platform on February 13, 2026; accordingly, the requirements under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 became applicable from the date of listing, and the Company has complied with the applicable provisions.

Reconstitution after 31st March 2026

Subsequent to the closure of the financial year, Mr. Jeewan Chandra resigned from the Board with effectfrom April 7, 2026. Consequent to his cessation and the appointment of a new Independent Director, the Committee was reconstituted on May 22, 2026.

The present composition of the Committee as on the date of this report is as follows:

S.No.	Name of Director	Designation	Category
1	Mr. Umesh Kumar Purbey	Chairman	Non-Executive Independent Director
2	Mrs. Sheetal Sharma	Member	Additional Non-Executive Independent Director
3	Mr. Vivek Kumar Mishra	Member	Non-Executive Director

STAKEHOLDERS RELATIONSHIP COMMITTEE

During the financial year ended March 31, 2026, the Stakeholders Relationship Committee comprised the following members

S.No.	Name of Director	Designation	Category
1	Mr. Vivek Kumar Mishra	Chairman	Non-Executive Director
2	Mr. Jeewan Chandra	Member	Non-Executive Independent Director
3	Mr. Rajeev Kumar	Member	Chairman and Managing Director

Meeting Detail: During the Financial Year 2025–26, the stakeholders relationship Committee met once, on March 31, 2026.

S. No.	Name of Director	Date Of Meeting	Number of Directors entitled to Attend the meeting	Number of Directors who attended the meeting
1	Mr. Vivek Kumar Mishra	31.03.2026	3	3
	Mr. Rajeev Kumar
	Mr. Jeewan Chandra

During the year under review, there has been no instance where the recommendations of the Stakeholders Relationship Committee have not been accepted by the Board Committee Secretary: The Company Secretary acts as the Secretary to the Committee.

Note*

The Company was listed on the BSE SME Platform on February 13, 2026; accordingly, the requirements under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 became applicable from the date of listing, and the Company has complied with the applicable provisions.

Reconstitution after 31st March 2026

Subsequent to the closure of the financial year, Mr. Jeewan Chandra resigned from the Board with effect from April 7, 2026. Consequent to his cessation and the appointment of a new Independent Director, the Committee was reconstituted on May 22, 2026.

The present composition of the Committee as on the date of this report is as follows:

S.No.	Name of Director	Designation	Category
1	Mr. Vivek Kumar Mishra	Chairman	Non-Executive Director
2	Mr. Rajeev Kumar	Member	Chairman and Managing Director
3	Mrs. Sheetal Sharma	Member	Additional Non Executive Independent Director

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the financial year ended March 31, 2026, the Corporate Social Responsibility Committee comprised the following members:

S.No.	Name of Director	Designation	Category
1	Mr. Rajeev Kumar	Chairman	Chairman and Managing Director
2	Mrs. Rajni Kumari	Member	Whole time Director
3	Mr. Umesh Kumar Purbey	Member	Non -executive independent Director

Meeting Detail: During the Financial Year 2025–26, the Corporate Social Responsibility Committee met twice, on January 30, 2026 and 31st March 2026.

S. No.	Name of Director	Date Of Meeting	Number of Directors entitled to Attend the meeting	Number of Directors who attended the meeting
1	Mr. Rajeev Kumar	30.01.2026	3	3
	Mrs. Rajni Kumari
	Mr. Umesh Kumar Purbey
2	Mr. Rajeev Kumar	31.03.2026	3	3
	Mrs. Rajni Kumari
	Mr. Umesh Kumar Purbey

Committee Secretary: The Company Secretary acts as the Secretary to the Committee.

Note*

The Company was listed on the BSE SME Platform on February 13, 2026; accordingly, the requirements under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 became applicable from the date of listing, and the Company has complied with the applicable provisions.

18. DECLARATIONS BY INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(7) of the Companies Act, 2013, each of the Independent Directors has

Company that he or she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (the Listing Regulations) as amended.

In the opinion of the Board of Directors, all Independent Directors of the Company Fulfil the conditions specified in the Act and Rules made thereunder.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015, includes an Ethics comprising senior Executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or letter. The policy on vigil mechanism may be accessed on the Companys website at https://www.panhr.in/img/Whistle%20Blower%20Policy.pdf

20. NOMINATION AND REMUNERATION POLICY

The Company has framed a Nomination and Remuneration Policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a director and other matters pursuant to Section 178 of the Companies Act, 2013 and Regulation 19(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Specified in Part D of the Schedule II).

The detailed Nomination & Remuneration Policy is annexed as Annexure- 6 and forms part of this Report available on the website of the Company at https://www.panhr.in/img/6.%20Nomination%20and%20Remuneration%20Policy.pdf The objective and broad framework of the Remuneration Policy is to consider and determine the remuneration, based on the fundamental principles of payment for performance, for potential, and for growth. The Remuneration Policy reflects on certain guiding principles of the Company such as aligning remuneration with the long-term interests of the Company and its shareholders, promoting a culture of meritocracy and creating a linkage to corporate and individual performance, and emphasizing on professional competence and market competitiveness so as to attract the best talent. It also ensures the effective recognition of performance and encourages a focus on achieving superior operational results.

21. RISK MANAGEMENT POLICY

The Company has its own risk management policy to ensure that all the current and future material exposures of the Company are identified, assessed, quantified appropriately, mitigated and managed. This risk management policy will help the Company assure smooth and hurdle free operations. The Companys policy relating to the risk management is available on the website of the Company at https://www.panhr.in/ pdf/Risk%20management%20policy.pdf

22. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint venture or Associate Company.

23. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

As per Provision to regulation Rule 4(1) of thecompanies(IndianAccountingStandards)Rules,2015notified vide Notification No. G.S.R 111

(E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017. As our Company is listed on SME Platform of BSE, it is covered under the exempted category and not required to comply with IND-AS for preparation of financial statements.

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significantand material orders have been passed by the Regulators, Courts, or Tribunals impacting the going concern status of the Company and its operation in the future.

25. CORPORATE GOVERNANCE

The requirement specified in regulations 17, 17A, 18, 19, 20, 21, 22, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulations, 2015 are not applicable to the Company. In additions to the applicable provisions of the Companies Act, 2013 become applicable to the company immediately up on the listing of Equity Shares on the BSE SME. However, the Company has complied with the corporate governance requirement, particularly in relation to appointment of independent directors including woman director in the Board, constitution of an Audit Committee and Nomination and Remuneration Committee. The Board functions either on its own or through committees constituted thereof, to oversee specific operational areas.

26. AUDITORS a. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. VINAY I AGGARWAL & ASSOCIATES, Chartered Accountants, (Firm Registration No: 019631N), were appointed as Statutory Auditors of your Company to hold office from the conclusion of 10th Annual General Meeting ("AGM") for a period of five years till the conclusion of the 15th AGM of your Company to be held in the year 2030.

M/s. VINAY I AGGARWAL & ASSOCIATES, Chartered Accountants have confirmed their eligibility and qualification required under the Act for holding the office, as Statutory Auditors of the Company.

AUDITORS REPORT:

The Auditors Report does not contain any qualification, reservation or adverse remark(s) on the financial statements for the year ended 31st March, 2026. The observations made by the Statutory Auditors under the Companies (Auditors Report) Order, 2020 ("CARO 2020") have been appropriately dealt with in the relevant section of the Auditors Report. The notes of accounts referred to in the auditors report are self-explanatory and therefore do not require any further comments. b. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company appointed M/s Divya Rani & Associate , Practicing Company Secretary (CP No. 26426, ACS No. A64841) to conduct Secretarial Audit for the financial year 2025-26.

The Secretarial Audit Report submitted by him, for FY2025-26 is annexed herewith marked as "Annexure 1" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

During the year under review, the Company has complied with all the applicable provisions of the Secretarial Standards. c. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

Pursuant to the provisions of Regulation 34(3) and Schedule V Para C clause (10) (i) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, A certificate from M/s Divya Rani & Associate certifying that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of the Company by SEBI or MCA or any such statutory authority, it is enclosed as "Annexure 8". d. INTERNAL AUDITORS

Pursuant to the provisions of the section 138 of the Companies Act, 2013 and rule 13 of the Companies (Accounts Rules) 2014, and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder (including any statutory modification(s) or enactment thereof for the time being in force), and on recommendation of Audit Committee Mr. Rakesh Kumar (PAN: CAIPK3491D )was appointed as the Internal Auditor of the company to conduct an internal audit of the functions and activities of the company for the Financial Year 2025-26 at such remuneration as may be mutually agreed upon between the Board of Directors, Audit Committee and

Internal Auditors.

The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time. There are no qualifications or adverse remarks of the Internal Auditor in the Report issued by them for the Financial Year 2025-26 which calls for any explanation from the Board of Directors.

After 31 March 2026 following changes take place

• M/s. R.K. Karan & Associates: Appointed by the Board of Directors at its meeting held on June 23, 2026, as the Internal Auditor of the Company for the Financial Year 2026-27, in place of Mr. Rakesh Kumar upon the completion of his tenure. (M/s. R.K. Karan & Associates holds COP No. 28697).

27. SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

28. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Reports are reviewed and discussed with the senior management team. The Statutory Auditors have reported certain observations in respect of the internal financial controls over financial reporting, as set out in their report. The representative of Statutory

Auditor and the Internal Auditor are permanent invitees to the Audit Committee meetings. The measures as suggested by the Audit

Committee are implemented as per the direction of the Audit Committee. The controls comprise of: a) Officialsof the Company have defined authority and responsibilities within which they perform their duty; b) All the Banking transactions are under joint authority and no individual authorization is given; c) Maker-checker system is in place. d) Any deviations from the previously approved matter require fresh prior approval.

29. DETAILS OF FRAUD REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditor and Internal Auditor have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the

Companies Act, 2013.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized as per the provisions of Section 186 of the Companies Act, 2013 are disclosed in the Notes of the Financial Statements for the financial year ended March 31, 2026

31. DEPOSIT

The Company has neither accepted nor renewed any deposits during the year under review. Further, the Company does not have any outstanding amount qualified as a deposit as on 31st March 2026

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has in place a Policy on Related Party Transactions, and the same can be accessed on the Companys website at its weblink i.e., https://www.panhr.in/img/7.%20Related%20Party%20Transaction%20

Policy.pdf

All transactions with Related Parties are placed before the Audit Committee for approval. All related party transactions that were entered into during the financial year were on an arms length basis and in the ordinary course of business, the particulars of such transactions are disclosed in the notes to the financial statements. Disclosures of related party transactions of the Company with the promoter/promoter group which holds 10% or more shareholding in the Company, if any, is given in note to the standalone financialstatements.

All the related party transactions that were entered into during the year were on an arms length basis and in ordinary course of business. The nature of related party transaction require disclosure in AOC -2, the same is annexed as "Annexure-2".

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The details of Conservation of energy, Technology Absorption/ and Foreign Exchange Earnings and Outgo Information as required under section 134(3) of the Companies Act, 2013, ,read with the Rule 8 of Companies (Accounts of Companies) Rules/ 2014/ has been annexed as Annexure - 3 to this report and forms part of this report.

34. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate "Annexure-5" forming part of this report.

35. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Annual Report on CSR activities is enclosed as per prescribed format as "Annexure – 4" and forms part of this report.

36. MAINTENANCE OF COST RECORDS AND COST AUDIT

The requirement of maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, and audit of cost records were not applicable to the Company during the year under review.

37. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, neither any application was made nor any proceedings is pending against the Company under the Insolvency and Bankruptcy Code, 2016

38. DETAILS OF DIFFERENCE BETWEEN AMOUNTS OF THE VALUATION

There was no one time settlement by the Company with the Banks or Financial Institutions during the year under review, thus, 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 thereof are not applicable.

39. DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of Sub-section (3) of Section 134 of the Companies Act, 2013 shall state that a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures. b) The directors has 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 & loss of the company for that period. c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. d) The directors has prepared the annual accounts on a going concern basis; e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and f) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

40. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.

The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Companys website at https://www.panhr.in/img/Insider%20Trading%20Policy.pdf

41. DISCLOSURES AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a ‘Policy for Prevention of Sexual Harassment to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment, thereby providing a safe and healthy work environment, in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 and the rules thereunder ("POSH Act").

The Company has constituted Internal Complaints Committee (ICC) to redress the complaints of female workers as per the laws in force. During the year under review, the case of sexual harassment was reported to the Internal Committee ("IC") as follows: (a) Number of complaints of sexual harassment received in the year -NIL

(b) Number of complaints disposed off during the year NIL (c) Number of cases pending for more than ninety days NIL

42. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In term of requirements of Regulation 34(2)(e) of SEBI (LODR) Regulation 2015, a "Management Discussion and Analysis Report" are set out as a separate section in this Annual Report which forms an integral part of this report.

43. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the

Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years are also to be transferred to the Demat account of the IEPF Authority. During the year, there was no unclaimed and unpaid dividend and corresponding equity shares on which dividend were unclaimed/unpaid for seven consecutive years which was required to be transferred as per the requirement of the IEPF Rules.

Further, pursuant to the provisions of Section 124(6) of the Act read with the relevant Rules made thereunder, as there was no equity shares on which dividend has not been paid or claimed for seven (7) consecutive years or more, no shares are due for transfer to the IEPF as notified by the Ministry of Corporate Affairs.

44. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

The Company is fully committed to upholding the rights and welfare of its employees in accordance with the applicable laws. In line with this commitment, the Company ensures strict compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time and maternity benefits are extended to 100% of female employees.

45. IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING, THE DIRECTORS REPORT SHALL INCLUDE THE REASON THEREOF :

Not Applicable

46. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

Issue of equity shares with differential rights as to dividend, voting or otherwise.

Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

The Company does not have any Employee Stock Option Scheme/ Plan as of date.

47. GENDER – WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2026.

Male Employees: 157 Female Employees: 17

Transgender Employees: NIL

48. CODE OF CONDUCT

The Company has adopted a Code of Conduct applicable to its Directors and Senior Management Personnel .All the Directors and Senior Management Personnel have affirmed compliance with the said Code for the financial year ended March 31, 2026.

49. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSEA CCOUNT AS PER PARA F OF SCHEDULE V OF SEBI

(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

As on March 31,2026, there are no shares lying in the Demat Suspense Account or Unclaimed Suspense Account of the Company. All the equity shares allotted pursuant to the Initial Public Offer have been duly credited to the respective demat accounts of the investors and no shares are pending for transfer to such accounts.

50. GREEN INITIATIVE

In line with the Governments Green Initiative, electronic copies of the Notice for the 11th Annual General Meeting and the Annual Report are being sent to all Members whose email addresses are registered with the Company or Depository Participant(s). These documents are also available on the Companys website at https://www.panhr.in/

51 CAUTIONARY STATEMENT:

The Annual Report including those which relate to the Directors Report, Management Discussion and Analysis Report may contain certain statements on the Companys intent expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company bears no obligations to update any such forward-looking statement. Some of the factors that could affect the Companys performance could be the demand and supply for the Companys products and services, changes in Government regulations, tax laws, forex volatility, etc.

52. ACKNOWLDGEMENT

Your Directors place on record their sincere thanks to Partners Companies, Bankers, Business Associates, Consultants, and Various

Government Authorities for their continued support extended to your Companys activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

	For and on behalf of
	Board of Directors of PAN HR SOLUTION LIMITED
	( formerly known as PAN HR SOLUTION PRIVATE LIMITED )
	Sd/-
	Rajeev Kumar
	Chairman and Managing Director
	DIN: 07368623
Date: 20.08.2026
Place: Noida