Panth Infinity Ltd Directors Report

Your directors take pleasure in presenting their report on the business and operations of your Company along with Audited Financial Statements for the year ended as on March 31, 2025.

FINANCIAL HIGHLIGHTS

Particulars	F. Y. 2043-25	F. Y. 2023-24
Income From Operations	2,997.38	472.03
Other Income	-	0.36
Total Income	2997.38	472.39
Profit/(Loss) before Exceptional/Extraordinary Items and tax	196.13	(53.03)
- Profit/(Loss) on Sale of land	0.00	0.00
- Write off Capital WIP	0.00	1.96
- Short Term Capital Gain	0.00	0.00
Profit/(Loss) Before Tax	196.13	(54.99)
Less: Tax Expenses
- Current Tax	58.20	0.00
- Deferred Tax	0.12	(0.00)
Net Profit/(Loss) After Tax	138.05	(55.18)
Other comprehensive income	0.00	(0.19)
Total comprehensive income for the year	138.05	(55.18)

REVIEW OF PERFORMANCE

The income from operations of your Company for the financial year 2024-25 is Rs 2,997.38 lakh, as compared to Rs 472.03 lakh in the previous year. As a result, the net profit after tax has increased to Rs 138.05 lakh for the year 2024-25, as against the net loss after tax of Rs 55.18 lakh in the previous year. Your directors are hopeful of achieving more sustainable and rational profits in the years to come.

FINANCIAL STATEMENTS

The audited financial statements of the Company drawn up, for the financial year ended March 31, 2025, in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 ("Ind AS") notified under Section 133 of the Act, read with relevant rules and other accounting principles.

Dividend & Reserves

With a view to conserve the resources of the company for future, your director does not recommend any dividend for the Financial Year 2024-25 (Previous Year - Nil).

TRANSFER TO RESERVE

During the year under review, the company has not transferred any amount to reserves.

CHANGE IN NATURE OF BUSINESS

During the year under review, there is no change in the Nature of business activities carried out by the Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUNDS (IEPF)

The provision of Section 125 of Companies Act, 2013 is not applicable to the company as the company has not declared any dividend to its shareholder

SHARE CAPITAL:

Authorized Capital

During the year, the were no change in authorized share capital of the company. The Authorized Share Capital of the Company as at the end of the financial year 2024-25 stood at Rs37,00,00,000/- (Rupees Thirty-Seven Crore Only), divided into 37000000 (Three Crore Seventy Lakh) equity shares of Rs10/- (Rupees Ten) each.

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

A) Issue of equity shares with differential rights

B) Issue of sweat equity shares

C) Issue of employee stock options

Issued, Subscribed & Paid-up Capital

During the year under review:

• Vide special resolutions passed in an Extra-Ordinary General Meeting held on April 20, 2024, the members of the company have approved an issuance of upto 1,17,90,000 (One Crore Seventeen Lakh Ninety Thousand) Convertible Equity Warrants ("Warrants") on preferential basis ("Preferential Offer") to the non-promoter allottees as mentioned below ("Equity Warrant Holders"/" Proposed Allottees") at a price of Rs 10/- (Indian Rupees Ten Only) each;

• The Company allotted 6430000 equity shares, pursuant to conversion of 6430000 Equity warrants each convertible into, or exchangeable for, 1 fully paid-up equity share of the Company of face value Rupees 10.00, on a preferential basis, to persons other than the Promoters and Promoter Group, at price of Rupees 10.00 per Warrant.

As on March 31, 2025, your Companys issued, subscribed & paid-up Equity Share Capital is Rs24,91,22,280/- (Rupees Twenty-

Four Crore Ninety-One Lakhs Twenty-Two Thousand Two Hundreds and Eighty) divided into 2,49,12,228. (Two Crore Forty-

Nine Lakhs Twelve Thousand Two Hundred and Twenty-Eight) Equity Shares of Rs. 10/- each.

The entire Paid-up Equity shares of the Company are listed at BSE Limited.

The required disclosures with respect to the allotment of warrants are as follows:

Description	Particulars
Date of issue and allotment of warrants	Date of issue: 01/02/2024; Date of allotment: 17/06/2024
Number of warrants	1,01,10,000
Whether the issue of warrants was by way of preferential allotment, private placement, public issue	Preferential Allotment
Issue price	INR 10.00
Maturity date	June 17, 2025
Amount raised, specifically stating as to whether twenty five percent of the consideration has been collected upfront from the holders of the warrants	The Company has raised amount of Rs735.00 Lakh till the date of this report for allotment of warrants
Terms and conditions of warrants including conversion terms	Pursuant to Regulation 160(c) of ICDR Regulations, the allotment of the Warrants (including the Equity Shares to be allotted on conversion of such Warrants) has been made in dematerialised form.
	The Warrant Holders shall be, subject to the SEBI (ICDR) Regulations and other applicable rules, regulations and laws, entitled to exercise the conversion rights attached to the Warrants in one or more tranches within a period of 18 (Eighteen) months from the date of allotment of the Warrants by issuing a written notice to the Company specifying the number of Warrants proposed exchanged or converted with / into the Equity Shares of the Company and making payment at the rate of Rupees 90.00 (Rupees Ninety only) approximately balance 75% (seventy five per cent) of the Warrant Issue Price ("Warrant Exercise Price") in respect of each Warrant proposed to be converted by the Warrant Holder.
	On receipt of such application from a Warrant Holder, the Company shall without any further approval from the Shareholders of the Company take necessary steps to issue and allot the corresponding number of Equity Shares to the Warrant Holders.
	If the entitlement against the Warrants to apply for the Equity Shares of the Company is not exercised by the Warrant Holders within the aforesaid period of 18 (eighteen) months, the entitlement of the Warrant Holders to apply for Equity Shares of the Company along with the rights attached thereto shall expire and any amount paid by the Warrant Holders on such Warrants shall stand forfeited.
	The pre-preferential allotment shareholding of the Warrant Holders, if any, in the Company and Warrants allotted in terms of the resolution dated June 17, 2024 and the resultant Equity Shares arising on exercise of rights attached to such Warrants shall be subject to lock-in as per the provisions of the SEBI (ICDR) Regulations.
	The Equity Shares allotted on exercise of the Warrants shall only be in dematerialized form before an application seeking in-principle approval is made by the Company to the stock exchange(s) where its Equity Shares are listed and shall rank pari passu with the then existing Equity Shares of the Company in all respects including entitlement to voting powers and dividend.
	The issue and allotment of the Warrants and the exercise of option thereof will be governed by the Memorandum and Articles of Association of the Company, the Act, SEBI (ICDR) Regulations, Listing Regulations, applicable rules, notifications and circulars issued by the SEBI, Reserve Bank of India and such other acts / rules / regulations as maybe applicable.

Details under section 67(3) of the Companies Act, 2013 (hereinafter referred to as the act) in respect of any scheme of provisions of money for purchase of own shares by employees or by trustees for the benefit of employees:

There were no such instances during the year under review.

ANNUAL RETURN

Pursuant to Section 92 of the Act read with the applicable Rules, the Annual Return for the year ended 31st March, 2025 can be accessed on the Companys website at https://www.panthinfi.com/.

SUSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiaries, joint ventures or associate companies PUBLIC DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013:

a) That in the preparation of the Annual Accounts for the year ended 31st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) That 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) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The Annual Accounts have been prepared on a going concern basis

e) That the directors 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) That the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information under Section 134(3)(m) of The Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review are as follows:

Conservation of Energy

a) Steps taken or impact on conservation of energy-The Operations of the Company do not consume energy intensively. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b) Steps taken by the Company for utilizing alternate sources of energy-Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

Technology Absorption

c) The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

d) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

The Particulars of Foreign Exchange and Outgo for the year under review are: ( Rs in Lakhs)

PARTICULARS	March 31, 2025	March 31, 2024
Foreign exchange earning	Nil	Nil
Foreign exchange outgo	Nil	Nil

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company has not employed any employee except the Managing Director, Executive Director, CFO and Company Secretary. Hence, the information required under Section 197(12) of the Companies Act, 2013 and rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not given separately.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of Board

The Constitution of the Board of Directors and other disclosure related to the Board of Directors are given in the Report on Corporate Governance.

Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Board Meeting:

Regular meetings of the Board are held, inter-alia, to review the financial results of the Company. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company.

During the year under review, Board of Directors of the Company met 15 (Fifteen) times, viz May 08, 2024, May 30, 2024, August 13, 2024, August 20, 2024, September 02, 2024, September 10, 2024, October 18, 2024, October 24, 2024, November 14, 2024, November 15, 2024, November 26, 2024, December 03, 2024, December 10, 2024, February 06, 2025 and March 25, 2025.

The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the Report on Corporate Governance.

Independent Directors:

In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the Company has three Non-Promoter Non-Executive Independent Directors. In the opinion of the Board of Directors, all three Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are Independent of Management.

A separate meeting of Independent Directors was held on March 25, 2025 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board that is necessary for the board of directors to effectively and reasonably perform their duties.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at https://www.panthinfi.com/front/assets/investors/3Code-for-Independent-Director.pdf

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and 16(1)(b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 2025-26 and that they are not aware of any circumstance or situation, which exist 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. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for Independent Directors and are independent of the Management. All the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

During the year under review, there were no change in independent directors of the company.

Familiarization Programme for Independent Directors

The Board members are provided with necessary documents/ brochures, reports, and internal policies to enable them to familiarize with the Companys procedures and practices, the website link is https://www.panthinfi.com/front/assets/investors/Familiarization-Program-for-Independent%20Director.pdf

Information on Directorate:

The Company has a combination of Executive and Non-Executive Directors, including Independent Directors, which plays a crucial role in Board processes and provides independent judgment on issues of strategy and performance. As on March 31, 2025, board comprises of 7 (Seven) Directors out of which 1 (One) Managing Director, 3 (Three) are Independent Directors, 1 (One) is Additional Executive Director and 2 (Two) are Additional Non-Executive Directors.

During the year under review, subject to approval of members of the company and on the basis of recommendation of Nomination and Remuneration Committee, Mr. Akshay Sudam Sangle (DIN: 10575498) has been appointed as an additional executive director of the company w.e.f. April 04, 2024.

After the closure of the financial year, Mr. Kalpesh Dilipbhai Amlani (DIN: 08640953) has, subject to approval of members of the company and on the basis of recommendation of Nomination and Remuneration Committee, been appointed as an additional director categorized as Managing Director of the company for a period of years w.e.f. May 12, 2025.

Mrs. Jigna Jigarkumar Shah (DIN: 10530973), and Mr. Nilesh Devendraprasad Dave (DIIN: 10530978) have resigned from the post of additional directors of the company w.e.f. August 23, 2025

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Sendhabhai Amrutbhai Makvana (DIN: 09756503), Managing Director of the Company retires by rotation at the ensuing Annual General Meeting. He, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of Directors recommends his appointment on the Board.

The relevant details, as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standards-II issued by ICSI, of the person seeking re-appointment as Directors are annexed to the Notice convening the 32^nd Annual General Meeting.

Key Managerial Personnel:

In accordance with Section 203 of the Companies Act, 2013, the Company has Mr. Sendhabhai Amrutbhai Makvana (DIN: 09756503) who is acting as Chairman & Managing Director, Mr. Kalpesh Dilipbhai Amlani (DIN: 08640953) who is acting as a Managing Director, Mr. Hareshkumar Pitambardas Thakkar who is acting as Chief Financial Officer and Mrs. Deepika Chauhan Company who is acting as Company Secretary and Compliance officer.

During the year under review, Ms. Shalu Garg has resigned from the post of Company Secretary and Compliance officer w.e.f. November 13, 2024. Mrs. Deepika Chauhan has been appointed as Company Secretary and Compliance officer of the company w.e.f. June 05, 2025

As on date of this report, the Company has Mr. Sendhabhai Amrutbhai Makvana (DIN: 09756503) who is acting as Chairman & Managing Director, Mr. Kalpesh Dilipbhai Amlani (DIN: 08640953) who is acting as a Managing Director, Mr. Hareshkumar Pitambardas Thakkar who is acting as Chief Financial Officer and Mrs. Deepika Chauhan Company who is acting as Company Secretary and Compliance officer, who are acting as Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013.

PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, chairman and individual directors pursuant to the provisions of the Companies Act, 2013 in the following manners;

> 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 board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

> In addition, the performance of chairperson was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held on March 25, 2025 to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairperson, considering the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and that no material departures have been made from the same;

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 or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the year ended March 31, 2025 on going concern basis;

e) The Directors had laid down the 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 systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

The composition of each of the above Committees, their respective role and responsibility are detailed in the Report on Corporate Governance annexed to this Report.

AUDIT COMMITTEE:

The Company has formed Audit Committee in line with the provisions Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As at March 31, 2025, the Audit Committee comprised Ms. Falguni Mehal Raval (Non-Executive Independent Director) as Chairperson, Mr. Satish Jashwantbhai Mejiyatar (Non-Executive Independent Director), Mr. Pranay Shah (Non- Executive Independent Director) as Members.

Detailed Disclosure for Audit Committee is given in Corporate Governance Report annexure to this report.

PUBLIC DEPOSIT:

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. Hence, the directives issued by the Reserve Bank of India & the Provision of

Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

VIGIL MECHANISM:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairperson of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company https://www.panthinfi.com/front/assets/investors/Vigil%20Mechanism%20Policy.pdf

NOMINATION AND REMUNERATION POLICY:

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www.panthinfi.com/front/assets/investors/Nomination-Remuneration-Policy.pdf

REMUNERATION OF DIRECTORS:

The details of remuneration/sitting fees paid during the financial year 2024-25 to Executive Directors/Directors of the Company is provided in Report on Corporate Governance which is the part of this report.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:

The Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

WEB LINK OF ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2025 is available on the Companys website and can be accessed at https://www.panthinfi.com/investor

RELATED PARTIES TRANSACTION:

All the related party transactions are entered on arms length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of transactions with Related Parties are provided in the Companys financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature.

The Company has developed an Internal Guide on Related Party Transactions Manual and prescribed Standard Operating Procedures for the purpose of identification and monitoring of such transactions. The Policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at https://www.panthinfi.com/front/assets/investors/Policv%20on%20Related%20Party%20Transaction.pdf

MATERIAL CHANGES AND COMMITMENT:

During the year under review:

Rs Vide special resolutions passed in an Extra-Ordinary General Meeting held on April 20, 2024, the members have approved Issue of convertible equity warrants on preferential basis to non-promoters, Alteration in object clause of the memorandum of association of the company;

Rs On May 23, 2024, approved an acquisition of 100% stake in Corcano Trade Limited [CR No: 3333514; Business Registration No.: 75865314] making it a wholly owned subsidiary in Hong Kong by the name of Corcano Trade Limited;

Rs The Name of the company has been included in the provisional list of prospective resolution applicants for corporate insolvency resolution process (CIRP) of M/s. Yashraj Containers Limited and has decided to invest an amount upto Rs. 100 Cr. in M/s. Yashraj Containers Limited (In CIRP) for successfully resolving the Insolvency Resolution Process and other costs.

Other than mentioned above, there have been no material changes and commitments for the likely impact affecting financial position between end of the financial year and the date of the report.

MAINTENANCE OF COST RECORDS

The Provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to the Company. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, the company has institutionalized the AntiSexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

(a) number of complaints of sexual harassment received in the year 2024-25 = Nil

(b) number of sexual harassment complaints disposed off during the year 2024-25 = Nil

(c) number of sexual harassment cases pending for more than ninety days during the year 2024-25 = Nil

MATERNITY BENEFIT ACT 1961

The Company has complied with the provisions relating to the Maternity Benefit Act 1961.

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

Information under Section 134(3)(m) of The Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review are as follows:

Conservation of Energy

a) Steps taken or impact on conservation of energy-The Operations of the Company do not consume energy intensively. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b) Steps taken by the Company for utilizing alternate sources of energy-Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

Technology Absorption

a) The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

b) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

The Particulars of Foreign Exchange and Outgo for the year under review are: (Rs. in Lakhs)

PARTICULARS	March 31, 2025	March 31, 2024
Foreign exchange earning	Nil	Nil
Foreign exchange outgo	Nil	Nil

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well- defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations.

The Internal Auditor of the Company carry out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee and Board.

Your Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Companys internal controls over financial reporting was observed.

DETAILS OF SUBSIDIARIES/ ASSOCIATES/ JOINT VENTURES:

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

CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance. As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance and Certificate of the Practicing Company Secretary with regards to compliance with the conditions of Corporate Governance is annexed to the Boards Report as "Annexure - A".

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report.

STATUTORY AUDITOR AND THEIR REPORT:

M/s. S S R V & Associates, Chartered Accountants, Ahmedabad (FRN: 135901W), were appointed as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. C.P. JARIA & CO., Chartered Accountants (Firm Registration No. 104058W) and whose period of office would expire at the conclusion of ensuing annual general meeting. The Company has received a certificate from the said auditor to the effect that if they are appointed, it would be in accordance with the provisions of Companies Act, 2013. Therefore, the board of directors do hereby recommend an appointment of M/s. S S R V & Associates, Chartered Accountants, Ahmedabad (FRN: 135901W) as statutory auditor of the company to hold office from the conclusion of ensuing AGM till the conclusion of 37^th AGM.

Further, the Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDITOR AND THEIR REPORT:

The Company has appointed M/s. ALAP & CO. LLP, Practicing Company Secretaries, to conduct the secretarial audit of the Company for the financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the financial year 2024-25 is annexed to this report as an "Annexure - B".

There are following qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditor in their Report except as mentioned below:

1) Annual General Meeting of the Members of the Company is not held within period of 6 (Six) Months from the end of Financial Year 2023-24 and consequently annual report for the financial year 2023-24 has not been submitted;

2) M/s. C.P. JARIA & CO., Chartered Accountants (Firm Registration No. 104058W) has resigned w.e.f 22^nd August, 2024 i.e. after 45 days from the end of the quarter. Further, M/s. SSRV and Associates, Chartered Accountants, Mumbai (Firm Registration No. 135901W) has been appointed as statutory auditor w.e.f. November 11, 2024 to fill the casual vacancy. Limited review report for the quarter ended on September 30, 2024 has been given by M/s. SSRV and Associates, Chartered Accountants, Mumbai (Firm Registration No. 135901W) instead of M/s. C.P. JARIA & CO., Chartered Accountants (Firm Registration No. 104058W);

3) Company Secretary is not appointed after November 13, 2024 as company has to fill the same vacancy not later than three months from the date of such vacancy;

4) The financial results are signed digitally through DSC and not physically signed by managing director in Q1 2023-24;

5) The company has not filed financial results in due time for the Q1, Q2 and Q3 of Financial year 2024-25;

6) The company has not filed Reconciliation of share audit report in due time for the December 31, 2024 and March 31, 2025 of Financial year 2023-24;

7) The company has not submitted to the stock exchange(s) a statement showing holding of securities and shareholding pattern separately for each class of securities, within ten days of any capital restructuring of the listed entity resulting in a change exceeding two per cent of the total paid-up share capital;

8) The company has not submitted to the stock exchange(s) a statement showing holding of securities and shareholding pattern separately for each class of securities, on a quarterly basis, within twenty-one days from the end of each quarter i.e. for June 30, 2024 and December 31, 2024;

9) The company has not filed Annual Disclosures of Large Corporate for FY 2023-24;

10) The company has not maintained a functional website as per Regulation 46 of SEBI (LODR) Regulations, 2015;

11) The company has not made an application to the exchange/s for listing in case of further issue of equity shares within 20 days from the date of allotment (unless otherwise specified) for Seven Allotments;

12) The company has not submitted, to the recognized stock exchange(s), a quarterly compliance report on corporate governance for the quarter ended on December 31, 2024 within 21 days from the end of the quarter and there are certain mismatch in the data mentioned for the respective previous quarter;

13) The company has not disclosed to the stock exchange(s), all the details as required under SEBI circular SEBI/HO/CFD/CFD- PoD-1/P/CIR/2023/123 dated 13th July 2023 with respect to appointment of appointment of M/s. Mukesh J & Associates, Ahmedabad, Practicing Company Secretary as a Secretarial Auditor of the Company for the F.Y 2023-24;

14) The company has not regularized an appointment of Mr. Akshay Sudam Sangle, Mr. Nilesh Devendraprasad Dave and Ms. Jigna Jigarkumar Shah, as directors of the company;

15) The company is not having optimum combination of executive and non-executive directors with at least one-woman director and not less than fifty per cent. of the board of directors shall comprise of non-executive directors;

16) Policies are not updated as per latest amendments in relevant regulations;

17) The Company has not maintained structural digital database under the provisions of Reg. 3(5) and 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015, in digital form;

18) The company has delay filled the financial results for the quarter ended on 30th September, 2024;

19) The resignation of Ms. Shalu Garg, Company Secretary and Compliance Officer of the company has been filed without attaching resignation letter;

20) Compliance with respect to provisions under section 180,185 and 186 have not been complied with;

21) On May 23, 2024, the company has filed intimation with stock exchange relating to acquisition of 100% stake in Corcano Trade Limited [CR No: 3333514; Business Registration No.: 75865314] making it a wholly owned subsidiary in Hong Kong by the name of Corcano Trade Limited. However, afterwards, there is no update on the same and company has dropped the idea of the same and there is no impact on financial results;

22) There are various SOP fines have been levied by stock exchange regarding non-compliance with various provisions of SEBI (LODR) Regulations, 2015;

23) Details of ID databank registrations of independent directors are not available and Independency of IDs are not discoverable;

24) There are some dates of meetings have been mismatched in corporate governance report submitted for the quarter ended on June 30, 2024 and September 30, 2024;

25) The Board Meeting dated September 10, 2024 for Approving the resolution for Extension of AGM is not disclosed in CG Report;

26) Mr. Kalpesh Dilipbhai Amlani has been appointed as additional managing director w.e.f. 12-05-2025, however, his appointment has not been regularized within 3 months from the date of appointment;

27) The Company has appointed M/s. SSRV & Associates, Chartered Accountants as statutory auditor to fill the casual vacancy caused by resignation of outgoing auditor, however, their appointment has not approved by shareholders within three months from the date of appointment by board; and

28) The Company has not appointed any internal auditor for the financial year 2024-25.

Management of the company is in the process the resolve the queries and listing trading has been received recently for the warrant conversion. Company is in process to be fully complied with the allied laws and will do the needful at the earliest.

In light of the recent amendments in the SEBI Listing Regulations mandating appointment of Secretarial Auditor for a period of five years. Accordingly, the Board has recommended the appointment of M/s. SCS and Co. LLP, Company Secretaries (Firm Registration Number: L2020GJ008700), a peer reviewed firm of Company Secretaries in Practice, as Secretarial Auditors of the Company for a term of 5 (five) consecutive years, for approval of the Members at ensuing AGM of the Company. Brief resume and other details of proposed secretarial auditors, forms part of the Notice of ensuing AGM. M/s. SCS and Co. LLP, Company Secretaries (Firm Registration Number: L2020GJ008700), a peer reviewed firm of Company Secretaries in Practice, have given their consent to act as Secretarial Auditors of the Company. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and SEBI Listing Regulations.

LARGE ENTITY:

The Board of Directors of the Company hereby confirm that the Company is not a Large Corporate entity in terms of Regulation 50B of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (NCS Regulations).

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. INSURANCE:

The assets of your Company have been adequately insured.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from banks and financial institution. WEBSITE

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely "https://www.panthinfi.com/" containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

ADOPTION OF IND-AS

The company has prepared the opening balance sheet as per Ind AS as of 1 April 2021 (the transition date) by recognizing all assets and liabilities whose recognition is required by Ind AS, not recognizing items of assets or liabilities which are not permitted by Ind AS, by reclassifying items from previous GAAP to Ind AS as required under Ind AS, and applying Ind AS in measurement of recognized assets and liabilities.

There were no significant reconciliation items between cash flows prepared under previous GAAP and those prepared under Ind AS.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

DETAILS OF THE DESIGNATED OFFICER:

Mrs. Deepika Chauhan, Company Secretary & Compliance officer of the company is acting as Designated Officer under Rule (9) (5) of the Companies (Management and Administration) Rules, 2014 w.e.f. June 05, 2025. Ms. Shalu Garg has resigned from the post of Company Secretary & Compliance officer of the company w.e.f. November 13, 2024.

SECRETARIAL STANDARDS OF ICSI:

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly complied by your Company.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year.

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review:

i) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

ii) Issue of equity shares with differential rights;

iii) Issue of sweat equity shares;

iv) There is no revision in the Board Report or Financial Statement;

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.