Pansari Developers Ltd Directors Report

2. OPERATION AND FINANCIAL OVERVIEW

The Key highlights pertaining to the business of the Company for the year 2025-26 and period subsequent there to have been given hereunder:

- The Total Income of the Company during the Financial Year 2025-26 is Rs. 11359.51 Lakhs against the total income of Rs. 4104.80 Lakhs in the previous Financial Year 2024-25.

- The total expense of the Company during the Financial Year 2025-26 is Rs. 8805.75 Lakhs against the expense of Rs. 3107.62 Lakhs in the previous Financial Year 2024-25.

- After meeting the expenses, the Company earned a Profit for the Financial Year 2025-26 is 1961.62 Lakhs as compared to Rs. 750.12 Lakhs in the previous Financial Year 2024-25.

- The OCI for the current year 2025-26 is Rs. 5.97 Lakhs against Rs. 8.71 Lakhs in the previous Financial Year 2024-25.

- After considering the comprehensive income for the year, total income for the year is Rs. 1967.59 Lakhs against Rs. 758.84 Lakhs in the previous Financial Year 2024-25.

- The Company has a strategically held portfolio of investment properties, which collectively yielded an estimated annual rental income of around INR 998.38 Lakhs.

- The Company is engaged in construction projects via the LLP route, and these projects, currently under construction, are anticipated to deliver substantial profits. Further more properties are being acquired, and good rental income is expected within the next two years.

The Directors trust that the shareholders will find the performance of the Company for Financial Year 2025-26 to be satisfactory. The Earning per Share (EPS) of the Company is 11.24 per share.

3. DEPOSITS

The Company has not accepted/accessed any public deposit during the year. Hence, no information is required to be appended to this report in terms of Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016.

4. TRANSFER TO RESERVE

Your Directors do not propose to transfer any amount to General Reserve for the Financial Year ended 31st March, 2026.

5. DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, Directors have decided not to recommend any dividend for the period under review.

6. INDIAN ACCOUNTING STANDARDS (IND AS)

The Audited Financial Statements of the Company drawn up both on standalone and consolidated basis, for the Financial Year ended 31st March, 2026, are in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 ("Ind AS Rules").

7. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

8. SHARE CAPITAL

During the year under review, there has been no change in the Share capital of the Company.

9. CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Regulation 33 of the Listing Regulations, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards. The audited Consolidated Financial Statements, together with Auditors Report, form part of this Annual Report.

10. LOANS, GUARANTEES AND INVESTMENTS

The Company has complied with the provision of loan, guarantees and Investments made during the year. The particulars of loans guarantees and investments as per Section 186 of the Act by the Company have been disclosed in the financial statements.

11. MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE

There are no material changes and commitments affecting the financial position of the Company 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.

12. TRANSACTIONS WITH RELATED PARTIES

The Company in the normal course of its business enters into related party transactions with its group companies engaged in similar business and for common services. The Audit Committee approves all the Related Party Transactions in compliance with the provisions of the Act and Listing Regulations. Prior approval of the Audit Committee is obtained for undertaking Related Party Transactions, where required. Omnibus approval is obtained on a yearly basis for transactions which are repetitive in nature. Transactions entered pursuant to omnibus approval are placed before the Audit Committee and the Board for review and approval / noting on a quarterly basis. All related party transactions entered during the Financial Year were in the ordinary course of business and on an arms length basis. There were no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The Company has developed a robust framework through Standard Operating Procedures for the purpose of identification and monitoring of such related party transactions. None of the Directors have any pecuniary relationship or transactions vis-a-vis the Company except remuneration. There are no transactions necessitating disclosure in Form AOC-2 as per Section 134(3)(h) of the Act, in conjunction with Rule 8(2) of the Companies (Accounts) Rules, 2014. The Policy on Related Party Transactions can be accessed on the Companys website at the following link: https://www.pansaridevelopers.com/upload/Policy_on_Related_Party_Transaction.pdf

13. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31st March, 2025, is available on the Companys website https://www.pansaridevelopers.com/upload/Pansari%20MGT%207_AC0031879.pdf

14. SUBSIDIARIES/ASSOCIATE/JOINT VENTURE COMPANIES

The Company does not have any Subsidiary Company, however it has 5 (Five) Joint Ventures and One Associate Company as of March 31, 2026 namely as below:

a) Joint Ventures LLP

i. Purti Delux Developers LLP (Formerly known as UnionPurti Developers LLP)

ii. Papillon Developers LLP

iii. Vara Housing Developers LLP

iv. Purti NPR Developers LLP

v. NPR Purti Conbuild LLP.

b) Associate Company

i. Jabba Infrabuilder Private Limited.

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the Financial Statements of the Companys Joint Ventures is attached with this Report marked as Annexure A in the prescribed Form AOC-1.

15. BOARD AND COMMITTEE MEETINGS

During the year under review, Seven Board Meetings, 5 (Five) Audit Committee Meetings, 4 (Four) Nomination & Remuneration Committee Meetings and 3 (Three) Stakeholder Relationship Committee Meetings were held. The details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings is provided in the attached Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

16. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of directors of your Company has an optimum combination of Executive, Non-Executive and Independent Directors including Woman Directors.

Retirement by rotation:

In accordance with the provisions of Section 152 of the Act, Mr. Ankit Agarwal, Whole Time Director of your Company will retire by rotation at the ensuing 30th Annual General Meeting and being eligible offer himself for re-appointment.

Key Managerial Personnel

Pursuant to Section 203 of the Companies Act, 2013, Mrs. Rajasree Somani Company Secretary & Compliance Officer of the Company had resigned from her office w.e.f 30th May, 2026 and thereafter Mrs. Bipasha Banerjee, Company Secretary was appointed as the Company Secretary & Compliance Officer of the Company effective from 1st June 2026. There are no other changes in the Key Managerial Personnel of your Company during the year under review.

Remuneration and other details of the Key Managerial Personnel for the year ended 31st March, 2026 are mentioned in the Annual Return.

A requisite certificate from a Practicing Company Secretary confirming that none of the Directors of the Company were debarred or disqualified from being appointed or continuing as Directors of any Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any other statutory authority is attached as Annexure B and forms an integral part of the Directors Report.

17. CODE OF CONDUCT

The Company has adopted a Code of "Conduct for the Director & Senior Management". The code is available on the official website of the Company https://www.pansaridevelopers.com/upload/Code-of-Conduct-of-Board-and-Senior-Management.pdf

18. PERFORMANCE EVALUATION

The Companies Act, 2013 states that a formal annual performance evaluation needs to be made by the Board of its own performance, the Directors individually as well as the evaluation of its committees. As per schedule IV of the Companies Act 2013, the performance evaluation of Independent Directors, shall be done by the entire Board of Directors, excluding the Director being evaluated. The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

19. DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder, as well as clause (b) of sub-regulation (1) of Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

20. CEO/CFO CERTIFICATION

As required by Regulation 17 (8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the CEO and CFO certificate for the Financial Year 2025-26 has been submitted to the Board and a copy thereof is contained in this Annual Report.

21. CORPORATE GOVERNANCE

The Company has in place a system of Corporate Governance. A separate Report on Corporate Governance is attached as a part of this Annual Report of the Company. A certificate from Statutory Auditors of the Company regarding compliance of Corporate Governance is annexed to the Report on Corporate Governance.

22. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) is a business model where companies integrate social, environmental, and ethical concerns into their operations and interactions with stakeholders. Rather than focusing solely on maximizing profits, CSR emphasizes the Companys role in contributing positively to society and the environment. This approach reflects the growing expectation that business should be accountable not just to shareholders but also to the employees, customers, communities, and the planet.

The Annual Report on CSR activities for the Financial Year 2025-26 with requisite details in the specified format as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) is enclosed at Annexure C and forms part of this report. The CSR Policy of the Company may be accessed on website of the Company at https://www.pansaridevelopers.com/upload/Corporate_Social_Responsibility-_Policy.pdf

23. AUDITORS

a) Statutory Auditor

At the 29th Annual General Meeting of the Company held in year 2025, shareholders approved the appointment of M/s. GARV & Associates, Chartered Accountants (Firm Registration Number 301094E) as the Statutory Auditors of the Company to hold office for the FY 2025-26 from the conclusion of the 29th Annual General Meeting till the conclusion of the 30th Annual General Meeting to be held in 2026.

The Board recommends the appointment of M/s Agarwal Vishwanath & Associates, Chartered Accountants, (Firm Registration No. 323024E) as the Statutory Auditors of the Company at the forthcoming Annual general Meeting for the FY 2026-27.

M/s. Agarwal Vishwanath & Associates, Chartered Accountants, has consented the proposed appointment and confirmed that their appointment, if made, would be within the limits mentioned under Section 141(3)(g) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

b) Secretarial Auditor

In compliance with the provisions of Section 204 of the Companies Act, 2013, a Secretarial Audit was conducted for the Financial Year 2025-26 by the Secretarial Auditor M/s. Prakash Shaw & Co, Practicing Company Secretary. The Secretarial Auditors Report is attached as Annexure - D and forms part of this Report.

c) Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Rules made thereunder, M/s. M.C. Jain & Co., Chartered Accountants, Kolkata, held the office of Internal Auditors of the Company for the FY 2025-26 and has been reappointed to the said office for the FY 2026-27.

The internal audit reports and the suggestions made on quarterly basis by the auditors, during the year under review, were duly noted by the Board and acted upon.

24. AUDITORS REPORT/SECRETARIAL AUDITORS REPORT

The observations made in the Auditors Report/Secretarial Auditors Report are self-explanatory and, therefore, do not call for any further explanation under Section 134 (3)(f)(i) of the Companies Act, 2013.

25. DIRECTORS RESPONSIBILITY STATEMENT

In compliance with the provisions of Section 134 of the Companies Act, 2013 the Directors to the best of their knowledge and belief confirm that-

(i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year as on 31st March, 2026 and of the Profit of the Company for that period;

(iii) the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting and other records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis;

(v) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and have been operating effectively; and

(vi) the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system is adequate and operating effectively.

26. INTERNAL FINANCIAL CONTROL

The Company believes that a strong internal control framework is an important pillar of Corporate Governance. The Company has in place adequate internal financial control system which ensures orderly and efficient conduct of its business, safeguarding of its assets and accuracy and completeness of accounting records, timely preparation of reliable financial information and various regulatory and statutory compliances.

The Internal Auditors reviews the efficiency and effectiveness of the aforesaid systems and procedures. The Internal Auditors submit their report periodically which is placed before and reviewed by the Audit Committee of the Company on quarterly basis.

27. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report (MDA) for the year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure - E, which forms part of this Report.

28. RISK MANAGEMENT

Our Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Our Company has implemented an integrated Risk Management Policy through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges.

In the opinion of the Board at present there are no risks which threaten the existence of the Company.

29. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), 2015, the Board has adopted Vigil Mechanism in the form of Whistle Blower Policy, to deal with instances of fraud or mismanagement.

30. PARTICULARS OF EMPLOYEES

The disclosure as required under Rule 5(1) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is enclosed with this report as Annexure F. The Company has not paid any remuneration attracting the provisions of Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. Hence, no information is required to be appended to this report in this regard.

31. 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: 28

Female Employees: 05

Transgender Employees: NIL

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and Equal opportunity for all individuals, regardless of gender.

32. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

The Company has a policy for prevention of sexual harassment of its women employees at the workplace. In accordance with the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules made thereunder, the Company has constituted an Internal Complaint Committee (ICC) to address the concerns and complaints of sexual harassment and to recommend appropriate action.

Details of complaints related to Sexual Harassment of Women at Workplace (Prevention, Prohibition&Redressal) Act, 2013.

33 COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961.

The Company affirms its full compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Company is committed to upholding the rights and welfare of its female employees and ensures the provision of maternity benefits as mandated under the Act. We have established appropriate internal processes to facilitate maternity leave, nursing breaks and all other entitlements provided under the Act. Our policies are regularly reviewed and updated in line with statutory requirements to support a safe, inclusive and equitable working environment for all our employees. The Company remains dedicated to promoting work-life balance and protecting the health and well-being of expecting and new mothers in the workplace.

34 SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS.

There were no significant material orders passed by the Regulators/Courts/Tribunals impacting the going concern status of the Company and its future operations.

35. LISTING OF EQUITY SHARES

The Equity shares of your Company are listed only with the National Stock Exchange of India Limited.

Your Company has paid the Annual Listing Fees to the said Stock Exchange for the Financial Year 2025-26.

36. COST RECORDS AND COST AUDITORS.

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act are not applicable to the Company.

37. SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meeting (SS-2) issued by The Institute of Company Secretaries of India and approved by the Central Government.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed herewith and marked as Annexure G.

39. INSOLVENCY PROCEEDINGS

There was no application made by the Company initiating insolvency proceedings against any other entity nor are any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

40. ONE-TIME SETTLEMENTS

The Company has not entered into a one-time settlement with any of the banks or financial institutions. Accordingly, there are no details regarding 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.

41. GREEN INITIATIVE IN CORPORATE GOVERNANCE

The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate Governance by allowing paperless compliances by the Companies and permitted the service of Annual Reports and documents to the shareholders through electronic mode subject to certain conditions and your Company continues to send Annual Reports and other communications in electronic mode to the members who have registered their email addresses with your Company/RTA.

42. ACKNOWLEDGEMENTS

The Board expresses its deep gratitude to clients, business associates, principals, bankers, regulators, exchanges, depositories, and shareholders for their valuable contribution towards the progress of the Company. The directors particularly wish to place on record their sincere appreciation of the best efforts put in by the employees at all levels, but for which, the Company could not have achieved what it did during the year under review.