Panache Digilife Ltd Directors Report

Dear Members,

The Directors of your Company have the pleasure in presenting the Eighteenth Annual Report together with the audited financial statements for the financial year ("FY") ended March 31, 2025.

FINANCIAL RESULTS

The summary of the Companys financial results, both on a standalone and consolidated basis, for FY 25 as compared to the previous FY i.e., FY 24 is given below:( in lakhs)

Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from operations	11,593.40	9,650.06	11,611.36	9,654.25
Other income	84.97	403.73	70.34	304.73
Earnings before interest, tax, depreciation and amortization (EBITDA) and prior period adjustments (excluding other income)	1,062.06	616.67	1,062.88	615.49
Depreciation and amortization expenses	108.28	88.34	108.28	88.34
Finance Cost	274.35	444.84	274.35	444.84
Profit before Exception Items & tax from continuing operations	764.37	487.22	750.59	387.03
Exceptional Items	-	(435.13)	-	(435.13)
Profit before tax (PBT) from continuing operations	764.37	52.10	750.59	(48.09)
Tax expense	178.58	11.15	178.65	10.52
Profit after tax (PAT) from continuing operations	585.79	40.95	571.94	(58.62)
Share of Profit / (loss) from associate company	-	-	(8.32)	1.23
Profit/(Loss) from discontinuing operations	-	-	123.13	112.10
Profit after tax (PAT)	585.79	40.95	686.75	54.71

*Previous year figures have been regrouped / rearranged wherever necessary.

Standalone Performance

During the year, your Company achieved total revenue of 11,593.40 Lakhs as compared to 9,650.06 Lakhs in the previous year.

The Earnings before Interest, Tax, Depreciation and Appropriations (EBITDA) stood at 1,062.06 Lakhs in the current year as compared to 616.67 Lakhs during the previous year. During the year, the Net ProfitafterTax stood at 585.79 Lakhs as compared to 40.95 Lakhs in the previous year.

Consolidated Performance

Your Company achieved total revenue of 11,611.36 Lakhs as compared to 9,654.25 Lakhs in the previous year. The Earnings before Interest, Tax, Depreciation and Appropriations (EBITDA) stood at 1,062.88 Lakhs in the current year as compared to 615.49 Lakhs during the previous year.

The Net Profit after Tax stood at 686.75 Lakhs as compared to 54.71 Lakhs in the previous year.

STATE OF THE COMPANYS AFFAIRS

The information on the affairs of the Company has been given as part of the Management Discussion & Analysis Report forming part of this Report.

MATERIAL CHANGES AND COMMITMENT

There were no other material changes and commitment affecting financial position which have occurred between the end of the financial year of the company to which the financial statements relate and the date of this Report.

DIVIDEND

The Board of Directors of the Company thought it would be prudent to conserve capital and has not recommended dividend for the FY 2024-25.

TRANSFER TO RESERVE

Your Company does not propose to transfer any amount from the current years profits to the General Reserve.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Sections 124 and 125 of the Act read with the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016, dividend / interest / refund of applications which remains unclaimed / unpaid for a period of 7 years is required to be transferred to IEPF. Further, the IEPF Rules mandate the companies to transfer all shares on which dividend remains unclaimed / unpaid for a period of 7 consecutive years to the demat account of the IEPF

Authority.

During the period under review, the Company has transferred a sum of Rs. 1600 to IEPF being towards unpaid / unclaimed dividend on the equity shares of the Company. The unclaimed / unpaid dividend amount transferred pertains to the dividend declared for the FY 2016-17.

In the FY 2025-26, the company is required to transfer the funds lying unpaid or unclaimed for a period of seven years for the dividend declared in FY 2017-18 amounting to Rs. 2400. The details of the unpaid and unclaimed amounts lying with the company are available on the website of the company at https://www.panachedigilife.com/shareholder-information#IEPF and Ministry of Corporate affairs athttps://www.iepf.gov.in/. The Company requests the Members to claim the unclaimed dividend within the prescribed period. The Members can contact Bigshare Services Private Limited, the Registrar and Share Transfer Agents of the Company for claiming the unclaimed amount standing to the credit in their account. The Members / claimants whose shares or unclaimed dividends get transferred to IEPF may claim the shares or apply for refund from the IEPF authority by following the refund procedure as detailed on the website of IEPF authority at https://www.iepf.gov.in/IEPF/ refund.html.

CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the period.

SHARE CAPITAL

A. Authorised Share Capital:

During the year, Authorized Share Capital of the Company increased from Rs. 13,00,00,000/- (Rupees Thirteen Crore Only) divided into 1,30,00,000 (One Crore and Thirty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 20,00,00,000/- (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs. 10/- (Rupees Ten Only) each vide Ordinary Resolution passed by the Members of the Company at Extra Ordinary General Meeting on July 10, 2024.

B. Issued and Paid-up Share Capital and Warrants: i. During the year under review, the Company issued 32,28,000 equity shares on a preferential basis to persons belonging to the non-promoter category. Each equity share has a face value of 10 and was issued at a price of 81 per share (including a premium of 71), payable in cash. The said preferential issue was approved by the Board of Directors on June 17, 2024, followed by the approval of the shareholders on July 10, 2024. The allotment was approved by the Board of Directors on August 17, 2024. ii. During the year under review, the Company also issued 7,86,000 warrants, each convertible into or exchangeable for one equity share of face value 10, to the promoters of the Company on a preferential basis. The warrants were issued at a price of 81 per warrant ("Warrant Issue Price"), comprising a subscription price of 20.25 per warrant ("Warrant Subscription Price") and an exercise price of 60.75 per warrant ("Warrant Exercise Price"), in accordance with applicable law. The preferential issue of warrants was approved by the Board of Directors on June 17, 2024, followed by the approval of the shareholders on July 10, 2024. The allotment was approved by the Board of Directors on August 17, 2024. As on March 31, 2025, the respective allottees had not exercised their option to convert warrants into equity shares.

In summary, as on April 1, 2024, the paid-up share capital of the Company stood at 12,00,00,000, comprising 1,20,00,000 equity shares of 10 each. Pursuant to the allotment of 32,28,000 equity shares during the year, the paid-up share capital increased to 15,22,80,000 as on March 31, 2025, comprising 1,52,28,000 equity shares of 10 each. In addition, 7,86,000 fully convertible warrants remain outstanding, which are eligible for conversion into equity shares in accordance with the applicable terms.

DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Further, in compliance with 1st proviso of Rule (2)(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014 read with amendment rules thereto, during the year the Company has accepted loans from directors for business purpose along with a declaration in writing from them to the effect that the said loan amount is not being given out of funds acquired by borrowing or accepting loans or deposits from others;

				(Amount in )
Sr. No.	Name of the person	Relation Company with	the Amount received during the year	Amount Outstanding as on March 31, 2025
1	Amit Rambhia	Managing Director	50,50,000	34,50,000

SUBSIDIARY & ASSOCIATE COMPANY AND CONSOLIDATION OF FINANCIAL STATEMENT

A list of bodies corporate which are subsidiaries / associates of your Company as on March 31, 2025* is as follows;

Technofy Digital Private Limited	Wholly Owned Subsidiary
Panache Newage Technology Private Limited (Formerly known as ICT Infratech Services Private Limited)	Wholly Owned Subsidiary
AIR Digilife Private Limited (Formerly known as NAJ Digilife Private Limited)	Subsidiary Company
Cadcord Technologies Private Limited	Associate Company

*Other than the Companies mentioned above, no other Company has become or ceased to be a subsidiary or joint venture or associate of the Company during this financial year.

The Board of Directors reviewed the affairs of the Subsidiary and Associate Company. In accordance with Section 129(3) of the Act, we have prepared consolidated financial statements of the Company, its Subsidiary and Associate Company in accordance with Indian Accounting Standards notified (Indian Accounting Standards) Rules, 2015 (‘Ind AS), which forms part of this Annual Report. A statement containing the salient features of the financial position of the Subsidiary Companies and Associate Company in Form AOC-1 is annexed as Annexure A.

In accordance with Section 136 of the Act, and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), the audited financial statements, including the consolidated financial related information of the Company and financials of subsidiary Companies are also available on our website at https:// www.panachedigilife.com/financials .

The Policy for determining material subsidiaries, pursuant to the provisions of Securities and Exchange Board of India (‘SEBI) (Listing Obligations and Disclosure Requirements) Regulation, 2015 (‘the SEBI Listing Regulations), may be accessed on the Companys website at https://www.panachedigilife.com/corporate-governance#policies.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL Directors

As on March 31, 2025, the composition of the Board is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations, with an appropriate combination of Executive Directors, Non-Executive Directors and Independent Directors. The list of Directors of the Company has been disclosed as part of the Corporate Governance Report.

During the year under review;

Mr. Nikit Rambhia (DIN 00165678) was liable to retire by rotation and being eligible was re-appointed at the 17^th Annual General Meeting held on September 26, 2024.

Mr. Shailesh Gala (DIN: 01283286) was re-appointed as an Independent Director for a second term of five consecutive years, commencing from May 29, 2025 to May 28, 2030. His re-appointment was approved by the Board at its meeting held on January 21, 2025, and subsequently by the members of the Company through a Postal

Ballot on March 2, 2025.

Section 152 of the Act provides that unless the Articles of Association provide for retirement of all directors at every

AGM, not less than two-third of the total number of directors of a public company (excluding the Independent Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation, of which one-third are liable to retire by rotation. Accordingly, Mr. Nitesh Savla (DIN: 05155342), will retire by rotation at ensuing AGM and being eligible, has offered himself for reappointment.

The terms and conditions of appointment of Independent Director are available on the website of the Company at https:// www.panachedigilife.com/corporate-governance#board. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

Key Managerial Personnel

Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act read with the Rules framed thereunder, the following persons are the Key Managerial Personnel of the Company as on March 31, 2025.

1. Mr. Amit Rambhia - Managing Director

2. Mr. Nikit Rambhia - Joint Managing Director

3. Mr. Nitesh Savla - CFO & Whole Time Director

4. Mr. Harshil Chheda - Company Secretary & Compliance Officer

Declaration by Independent Directors

All the Independent Directors have submitted the declaration of independence, pursuant to Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, stating they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his / her ability to discharge his / her duties with an objective independent judgment and without any external influence. All Independent Directors of the company have confirmedthat they have registered themselves with Independent Directors Database of the Indian Institute of Corporate Affairs (IICA) and have clearedonlineproficiencytest of IICA, as applicable.

Annual Evaluation of Directors, Committees and Board

Pursuant to the Act and the SEBI Listing Regulations, the Company has "Directors Performance Evaluation Policy" in place. In accordance with the said Policy, all the Directors had filled up Questionnaire and feedback form for evaluation of individual Directors, Board as a whole, Chairman, committees, and Independent Directors, whose format forms part of the policy. Thereafter Board evaluated every Director including Independent Director at its meeting held on

January 21, 2025.

The Board has also evaluated its own performance, Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee, Chairman and all Directors individually. The Board concluded that the overall performance of all the Directors was good.

Independent Directors Separate Meeting

A separate meeting of Independent Directors of the Company, was held on January 21, 2025 as required under Schedule IV to the Act (Code for Independent Directors) and Regulation 25(3) of the SEBI Listing Regulations.

At the meeting following matters were taken up;

? reviewed the performance of Non-Independent Directors and the Board as a whole. ? reviewed the performance of the Chairperson of the Company.

? assess the quality, quantity and timeliness of flow of information.

All Independent Directors of the Company attended the Meeting of Independent Directors except Mrs. Tejaswini More, who had expressed her inability to attend the Meeting and requested for leave of absence.

Familiarization Programme

The Company has familiarized the Independent Directors with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, etc. The details relating to the familiarization programme are available on the website of the company at https://www.panachedigilife.com/corporate-governance#board.

Policy on Directors Appointment and Remuneration

The Nomination and Remuneration Policy of the Company has been formulated in terms of Section 178 of the Act. This Policy governs policy relating to Directors, Key Managerial Personnels and Senior Managements appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director. The complete disclosure of the said policy is available on the Companys website at https://www.panachedigilife.com/ corporate-governance#policies.

PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company Securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on the Companys website https://www.panachedigilife.com/corporate-governance.

MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT

In terms of Regulation 34 of the Listing Regulations, a separate section on Management Discussion and Analysis and Corporate Governance Report togetherwith certificatefrom a Practicing Company Secretary confirming compliance with the SEBI Listing Regulations relating to Corporate Governance of the Listing Regulations are set out and form part of this Annual Report.

AUDITORS Statutory Auditor

Pursuant to the provisions of Section 139(2) of the Act and the rules made thereunder, the Members at their 15th AGM held on September 29, 2022 had appointed M/s. Jain Salia & Associates, Chartered Accountants (Firm Registration Number 116291W) as the Statutory Auditors of the Company for a term of five years, i.e., from the conclusion of the 15^th AGM till the conclusion of 20^th AGM.

There is no qualifications, reservations or adverse remarks made by Statutory Auditors, in their report on Financial

Statements of the Company and hence do not call for any further explanation or comments from the Board under

Section 134(3)(f) of the Act.

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

Secretarial Auditor

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations and in accordance with Section 204 of the

Act, basis recommendation of the Board, the Company is required to appoint Secretarial Auditor with the approval of the Members at its AGM. In light of the aforesaid, the Board of the Company has recommended the appointment of M/s D. M. Zaveri & Co.,

Company Secretaries as the Secretarial Auditor of the Company for a period of 5 (five) consecutive financialyears, i.e.; from FY2025-26 up to FY2029-30, subject to approval of the Members at the ensuing AGM of the Company, to undertake secretarial audit as required under the Act and SEBI Listing Regulations and issue the necessary secretarial audit report for the aforesaid period.

M/s D. M. Zaveri & Co., Company Secretaries have confirmed that their appointment, if made, will comply with the eligibility criteria in terms of SEBI Listing Regulations. Further, the Secretarial Auditor has confirmed subjected themselves to Peer Review process by the Institute of Company Secretaries of India ("ICSI") and hold valid certificate issued by the Peer Review Board of ICSI.

Pursuant to the provisions of Section 204 of the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, the Company had appointed M/s D. M. Zaveri & Co., Company Secretaries to undertake the Secretarial Audit of the Company for the FY 2024-25.

Further, in terms of the regulatory requirements, M/s D. M. Zaveri & Co. has issued the Annual Secretarial Compliance

Report, confirming compliance by the Company of the applicable SEBI regulations and circulars / guidelines issued thereunder.

The Secretarial Audit Report is appended as Annexure B to this Report. There is no adverseremark,qualification, reservation or disclaimer in the Secretarial Audit Report.

Cost Records and Cost Audit

The Board, on the recommendation of the Audit Committee, had appointed Kishore Bhatia & Associates

(Firm Registration No. 00294), Cost Accountants, as Cost Auditors, for the financial year ending March 31, 2025. The Cost Auditors will submit their report for FY 2024-25 within the timeframe prescribed under the Act. Cost Audit report for the FY 2023-24 did not contain any qualification, reservation or adverse remarks. Further, the Company has duly maintained the cost records as prescribed by the Central Government under Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

The Board, on the recommendation of Audit Committee, has re-appointed Kishore Bhatia & Associates, Cost Accountants, as Cost Auditors of the Company for FY 2025-26 upon confirmation of the cost auditor with respect to their eligibility, independence, willingness etc. for the said reappointment.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders. Accordingly, the

Board recommends the same for approval by shareholders at the ensuing AGM.

It may be noted that none of the Auditors of the Company have reported any fraud under Section 143(12) of the Act, and therefore, no details are required to be disclosed under Section 134(3)(ca) of the Act during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has strong commitment towards conservation of energy, natural resources and adoption of latest technology in its areas of operation.

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is provided as Annexure C of Boards Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the company has been appended as Annexure D to the Boards Report.

The statement as required under Section 197 of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable, as no employee during the financial year received remuneration in excess of the thresholds specified under the said provisions.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors confirm that, to the best of their knowledge and belief:

A. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; B. the directors had 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 of the company for that period; C. of adequate accounting records in accordance thedirectorshadtakenproperand 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 have prepared the annual accounts a on a going concern basis;

E. the directors had laid down internal financial controls to be followed by the Company and that such financial controls are adequate and are operating effectively;

F. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws are in place and such systems are adequate and operating effectively.

SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate system of internal controls commensurate with the size of its operation and business to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and to ensure that all the business transactions are authorized, recorded and reported correctly and adequately. During the year, M/s. Sanket Sangoi & Associates, Chartered Accountants were appointed as the Internal Auditors by the

Board of Directors for the FY 2024-25. The Board of Directors at its meeting held on May 13, 2025, upon recommendation of Audit Committee has approved the appointment of M/s. Sanket Sangoi & Associates, Chartered Accountants, (FRN:

137348W), as the Internal Auditor of the Company for the FY 2025-26. The Audit Committee reviews reports submitted by Internal Auditor. Suggestions for improvement are considered and the Audit Committee reviews on the corrective actions taken by the Management. The Internal Auditor report directly to Audit Committee.

For more details on the topic, please refer to the Management Discussion and Analysis report which form part of the Annual Report.

BOARD MEETINGS

During the year, the Board met 5 (Five) times. The details of the Board meetings held during FY 2024-25 are disclosed in the Corporate Governance Report appended to this Report.

COMMITTEES OF THE BOARD:

The Board of Directors has constituted various statutory committees comprising of Executive, Non-Executive and Independent Directors to discharge various functions, duties and responsibilities cast under the Act, the SEBI Listing

Regulations and other applicable statutes, rules and regulations applicable to the Company from time to time. Currently, the Board of Directors has formulated following committees, viz. i. Audit Committee ii. Nomination & Remuneration Committee iii. Stakeholders Relationship Committee

The details of the meetings, composition and terms of reference of the Committees are disclosed in Corporate Governance Report appended to this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the financial year 2024-25, the provisions of Section 135 of the Companies Act, 2013, relating to Corporate

Social Responsibility (CSR), were not applicable to the Company.

However, based on the financial performance for FY 2024-25, the Company has exceeded the net profit threshold prescribed under Section 135(1) of the Act. Accordingly, CSR provisions have become applicable from FY 2025-26.

The Company has formulated a Corporate Social Responsibility (CSR) Policy in compliance with the Companies Act,

2013 and the Companies (CSR Policy) Rules, 2014. The CSR policy of the Company is posted on the website of the Company and may be accessed at https://www.panachedigilife.com/corporate-governance#policies.

VIGIL MECHANISM

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) and (10) of the Act and Regulation 22 of the SEBI Listing Regulations, your Company has adopted Whistle Blower Policy for Directors and employees to report genuine concerns to the management of the Company. The whistle blower policy of the Company is posted on the website of the Company and may be accessed at https://www.panachedigilife.com/ corporate-governance#policies.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED BY THE COMPANY

The particulars of loans, guarantees, security and investments as per Section 186 of the Act by the Company, as applicable, have been disclosed in the Financial Statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

All Related Party Transactions that were entered during the financial year were in the ordinary course of business and at arms length basis. The Audit Committee grants an omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. For other transactions, the Company obtains specific approval of the Audit

Committee before entering into any such transactions. A statement giving details of all Related Party Transactions are placed before the Audit Committee on a quarterly basis for its review. Disclosure as required by the Indian Accounting

Standards (Ind AS 24) has been made in the notes to the Financial Statements. There werenomateriallysignificantRPTs made by the Company with Promoters, Directors, KMPs or Body Corporate(s), which had a potential conflict with the interest of the Company at large. Accordingly, the disclosure of RPTs as required under the provisions of Section 134(3)(h) of the Act in Form AOC-2 is not applicable. The Policy on related party transactions, as formulated by the Board is available on the Companys website at https://www.panachedigilife.com/corporate-governance#policies.

RISK MANAGEMENT

The Company has formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day-to-day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat the risk. The Risk management procedure will be reviewed by the Audit Committee and Board of Directors on time-to-time basis. For more details on the topic, please refer to the Management Discussion and Analysis report which forms part of the

Annual Report. Policy on Risk Management is available on the Companys website at https://www.panachedigilife.com/ corporate-governance#policies.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy for prevention, prohibition and redressal of sexual harassment at workplace. Further, the Company has constituted an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013, where complaints in the nature of sexual harassment can be registered. Appropriate reporting mechanisms are in place for ensuring protection against sexual harassment and the right to work with dignity.

The disclosure under the said Act for the year ended March 31, 2025 is provided in the table below: 1. number of complaints of sexual harassment received in the year Nil 2. number of complaints disposed off during the year Nil 3. number of cases pending for more than ninety days Nil

The Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace is available on the

Companys website at https://www.panachedigilife.com/corporate-governance#policies.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The provisions of the Maternity Benefit Act, 1961, including all applicable amendments and the rules framed thereunder including provisions such as paid maternity leave, nursing breaks, and protection from dismissal during maternity leave to all the eligible women were not applicable to the Company for the financial year 2024 - 25. The to ensuring a safe, inclusive and supportive workplace for women employees.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

ANNUAL RETURN

The Annual Return in Form MGT-7 as required under Section 92(3) of the Act is available on the website of the Company at https://www.panachedigilife.com/shareholder-information#agm.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant and material orders have been passed against the Company by any Regulators or Courts or

Tribunals impacting the going concern status of the Company and its future operations.

HUMAN RESOURCE / INDUSTRIAL RELATIONS

Human resources continue to be one of the most vital assets of the Company, with a continuous focus on development and alignment to maximize organizational efficiencyand backbone of the enterprise, and fostering a strong sense of belonging among employees promotes dedication, loyalty, and active participation in strengthening the Companys policies, systems, and culture.

Throughout the year, employee relations remained positive, with an atmosphere of mutual respect, cooperation, and open communication prevailing across the organization. The Company has consistently maintained a harmonious, healthy, and collaborative working environment, which has contributed significantly to enhancing productivity and organizational value.

Engagement with workmen and staff remained cordial and constructive during the year under review, and the management is grateful for the wholehearted cooperation and support extended by all employees.

As on March 31, 2025, the Company (excluding its subsidiaries) had 37 employees on its rolls. The Board places on record its sincere appreciation for the commitment, teamwork, and valuable contributions made by employees at all levels. Their dedication, passion and sense of ownership continue to be key drivers of the Companys growth and success.

INSOLVENCY AND BANKRUPTCY

The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code,

2016 during the Financial Year and hence not being commented upon.

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.

During the Financial Year under review, there has been no incident of one-time settlement for loan taken from the banks of financial institutions and hence not being commented upon.

OTHER INFORMATION / DISCLOSURES

Wherever applicable, refer the Companys website www.panachedigilife.com or relevant details will be provided to the members on written request to the Company Secretary.

ACKNOWLEDGEMENT

The Board of Directors takes this opportunity to express its sincere appreciation for the unwavering dedication, hard work and commitment demonstrated by the employees across all levels of the organization. Their efforts have been instrumental in driving the Companys operational excellence, innovation and overall performance during the year under review. The Directors acknowledge that the achievements of the Company are the result of a highly motivated and capable workforce that continues to uphold the values and vision of the organization.

The Board also extends its deep gratitude to the Companys shareholders for their continued trust and confidence, which serve as a foundation for the Companys long-term strategic growth.

Further, the Directors place on record their appreciation for the valuable support and cooperation received from customers, suppliers, business partners, bankers, financial institutions, lenders and government authorities. Their consistent engagement and collaboration have played a critical role in enabling the Company to meet its goals and navigate an evolving business environment.

Lastly, the Directors thank all other stakeholders for their ongoing encouragement and commitment to the Companys committed journey. The continued goodwill, support and belief of all those associated with the Company remain vital to its sustained progress and future success.