Panther Industrial Products Ltd Directors Report

TO,

THE MEMBERS OF,

PANTHER INDUSTRIAL PRODUCTS LIMITED

Your Directors have pleasure in presenting the 38th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended as on March 31, 2026.

1. FINANCIAL HIGHLIGHTS AND PERFORMANCE OF THE COMPANY:

PARTICULARS	2025-26	2024-25
Turnover	0	1,987,536
Other Income	10,929	30,339
Total Income	10,929	2,017,875
Total Expenses	23,17,035	65,94,434
Profit / Loss Before Taxation	(23,06,106)	(45,76,559)
Less: Tax Expense	0	0
Profit / Loss After Taxation	(23,06,106)	(45,76,559)
Less: Transfer to General Reserve	0	0
Surplus / Deficit carried to Balance Sheet	(23,06,106)	(45,76,559)
Earing per Share EPS	(1.65)	(3.27)

2. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIR:

During the period under review company has not carried out any business activity, after charging all expenses company has incurred net Loss of Rs. 23,06,106/- as compared to previous year losses of Rs. 45,76,559/-. The management of the company is optimistic and looking forward to commence the business operation in real-estate in near future.

3. SHARE CAPITAL

There is no change in the Authorised and paid-up share capital of the company during the year. The authorized share capital stood at Rs. 2,00,00,000/- (Rupees Two Crores Only) divided into 19,50,000 (Nineteen lakh Fifty thousand) equity shares of Rs. 10/- (Rupees Ten Only) each and 50,000 (Fifty Thousand) 12% Redeemable preference shares of Rs.10/- (Rupees Ten Only) each.

The paid-up share capital of the company is Rs. 1,40,00,970/- (Rupees One crore Forty Lakh Nine Hundred Seventy Only) divided into 14,00,007 (Fourteen Lakh seven Only) Equity shares of Rs. 10/- (Rupees Ten Only) each and 90 (Ninety) 12% Redeemable preference shares of Rs.10/- (Rupees Ten Only) each.

4. DIVIDEND:

The Board of Directors of the Company has not recommended any dividend for the financial year ended on 31st March, 2026.

5. TRANSFER TO RESERVES:

No amount has been transferred to the reserves account during the year.

6. COMPOSITION OF BOARD:

COMPOSITION

The composition of the Board of Directors is in due compliance with the Companies Act, 2013 and the SEBI Listing Regulations. The Board comprises of four directors viz. Executive, Non-Executive and Independent Directors including one-woman director.

The details of the composition of the Board of Directors are given below:

S. No.	Name of Director	Designation	Date of appointment
1.	Mr. Kaushik Chhotalal Shah	Managing Director	07/08/1999
2.	Ms. Priyanka Garg	Independent Director	01/06/2024
3.	Mr. Raju Kumar Mishra	Independent Director	15/06/2024
4.	Mr. Abhijit Yashwant Kadam	CFO	18/06/2024
5.	Mr. Abhijit Yashwant Kadam	Whole-time director	31/07/2023

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, Mr. Kaushik Chhotalal Shah, Managing Director, Mr. Abhijit Yashwant Kadam, WTD & Chief Financial Officer and Ms. Pooja Jain, Company Secretary & Compliance officer are the Key Managerial Personnel as on 31st March, 2026.

Director liable to retire to rotation

Pursuant to the provisions of section 152 of the Companies Act, 2013, Mr. Abhijit Yashwant Kadam (DIN: 06756295), Whole-time director, is liable to retire by rotation at the ensuing AGM of the Company and being eligible, has offered himself for re- appointment. The Board recommends his re-appointment in the ensuing Annual General Meeting. The Notice convening the ensuing AGM sets out the required details.

Independence of directors

Your Companys Board consists of rich experience, professionals and visionaries who provide strategic direction and guidance to the organization.

As on 31st March, 2026, the Board comprised of two non-executive independent directors Mr. Raju Kumar Mishra and Ms. Priyanka Garg.

7. MEETINGS:

During the financial year 2025-2026, total Five meetings of the Board of Directors were held.

The intervening gap between the two meetings was within the period as prescribed under the Companies Act, 2013. Details of the meeting are as below:

S. No.	Date of Board Meeting	Strength of Board	No of Directors Present
1.	13th May, 2025	4	4
2.	30th July, 2025	4	4
a	06th September, 2025	4	4
4.	13th November, 2025	4	4
5.	12th Febrauary, 2026	4	4

Committees of the Board

The Companys Board has the following committees:

Audit Committee: Following is the composition of Audit Committee:

S. No.	Name of Member	Designation in company	Designation in committee
1.	Mrs. Priyanka Garg	Non-Executive Independent Director	Chairman
2.	Mr. Raju Kumar Mishra	Non-Executive Independent Director	Member
3.	Mr. Kaushik Chhotalal Shah	Managing Director	Member

Risk Management Committee: Following is the composition of Risk Management Committee:

S. No.	Name of Member	Designation in company	Designation in committee
1.	Mrs. Priyanka Garg	Non-Executive Independent Director	Chairman
2.	Mr. Abhijit Yashawant Kadam	Whole-Time Director & CFO	Member
3.	Mr. Kaushik Chhotalal Shah	Managing Director	Member

Stakeholders Relationship Committee: Following is the composition of Stakeholders Relationship Committee:

S. No.	Name of Member	Designation in company	Designation in committee
1.	Mrs. Priyanka Garg	Non-Executive Independent Director	Chairman
2.	Mr. Abhijit Yashawant Kadam	Whole-Time Director & CFO	Member
3.	Mr. Kaushik Chhotalal Shah	Managing Director	Member

Nomination and Remuneration Committee: Following is the composition of Nomination and Remuneration Committee:

S. No.	Name of Member	Designation in company	Designation in committee
1.	Mrs. Priyanka Garg	Non-Executive Independent Director	Chairman
2.	Mr. Raju Kumar Mishra	Non-Executive Independent Director	Member
3.	Mr. Kaushik Chhotalal Shah	Managing Director	Member

During the year, all recommendations made by the Committees were approved by the Board.

The following meetings were conducted during the financial year 2025-26:

AUDIT COMMITTEE:

S. No.	Date of Meeting	Strength of Board	No of Directors Present
1.	13th May, 2025	3	3
2.	30th July, 2025	3	3
3.	13th November, 2025	3	3
4.	12 th February, 2026	3	3
5.	31st March, 2026	3	3

RISK MANAGEMENT COMMITTEE:

S. No.	Date of Meeting	Strength of Board	No of Directors Present
1.	30th July, 2025	3	3
2.	31st March, 2026	3	3

STAKEHOLDERS RELATIONSHIP COMMITTEE:

S. No.	Date of Meeting	Strength of Board	No of Directors Present
1.	30th July, 2025	3	3
2.	31st March, 2026	3	3

NOMINATION AND REMUNERATION COMMITTEE:

S. No.	Date of Board Meeting	Strength of Board	No of Directors Present
1.	06th September, 2025	3	3
2.	12 th February, 2026	3	3

8. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Compliance Committees.

9. PARTICULARS OF EMPLOYEES:

There are no such employees whose statement of particulars is required to be given pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

10. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

In terms of the provisions of section 178(3) of the companies Act, 2013, the nomination & Remuneration committee is responsible for formulating the criteriafor determining qualification, positive attributes and independence of director. The Nomination & Remuneration Committee is also responsible for recommending to the board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees. In line of this requirement, the board has approved that all the provisions of the remuneration policy of the company related with criteria for remuneration, determining qualification, positive attributes and independence of director will be mutatis and mutandis applicable on our company.

11. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The company do not have any Subsidiary/Joint Ventures/Associate Companies Pursuant to sub-Section (3) of Section 129 ofthe Act.

12. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY26 is uploaded on the website of the Company and the same is available on www.pantherindustrialproductsltd.com.

13. AUDITORS:

M/s. Rajesh H. Gupta & Co., Chartered Accountants (Firm Registration No. 133884W), was appointed as the Statutory Auditor of the Company for its first term, to hold office from the conclusion of the 37th Annual General Meeting until the conclusion of the Annual General Meeting ofthe Company to be held in the year 2030.

However, M/s. Rajesh H. Gupta & Co. has resigned from the office of Statutory Auditor ofthe Company with effect from 13 August 2026.

14. AUDITORS REPORT:

The Auditors report is self-explanatory. There were no observations / qualifications made by the Auditors in the Audit Report.

15. SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company in compliance with Section 204 of the Act and Rules made there under, had appointed M/s. Lalit Singhal & Associates, Practicing Company Secretary as a Secretarial Auditors to conduct Secretarial Audit of the Company. The report of the Secretarial Auditors is enclosed as Annexure I to this report. The report is self-explanatory and contained following comments:

Auditor Remark:

• The Company has not appointed an Internal Auditor as required under Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014.

Directors Reply:

• The Management acknowledges the observation regarding non-appointment of an Internal Auditor as required under Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014. The Company is in the process of taking necessary steps for appointment of a suitable Internal Auditor and ensuring compliance with the applicable provisions.

Auditor Remark:

• Mr. Raju Kumar Mishra, Independent Director of the Company, had not registered himself with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).

Directors Reply:

• The Board has advised Mr. Raju Kumar Mishra, Independent Director to register himself with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA), as required under the applicable provisions of the Companies Act, 2013. The Independent Director have been requested to complete the registration process and inform the Board upon completion. The Company shall monitor the compliance to ensure timely adherence to the applicable statutory requirements.

Auditor Remark:

• There is a default under Section 203(3) of the Companies Act, 2013, as Mr. Abhijit Yashwant Kadam, Whole-time Director and Chief Financial Officer (CFO) of the Company, is holding the position of Key Managerial Personnel (KMP) in more than one company.

Directors Reply:

• The Management acknowledges the observation regarding the holding of the position of Key Managerial Personnel (KMP) in more than one company by Mr. Abhijit Yashwant Kadam, Whole-time Director and Chief Financial Officer (CFO) of the Company. The Management is taking necessary steps to ensure compliance with the provisions of Section 203(3) of the Companies Act, 2013, and to regularize the matter at the earliest. The Company shall also strengthen its compliance monitoring mechanism to prevent recurrence of such instances.

16. STATEMENT ON DECLARATION OF INDEPENDENT DIRECTORS:

In terms of the provisions of section 149 of the Act, the independent directors on the Board of your Company as on the date of this report are Mr. Raju Kumar Mishra and Ms. Priyanka Garg.

The Company has received declaration pursuant to section 149(7) of the Act from all the independent directors stating that they meet the criteria of independence as provided in section 149(6) of the Act. The independent directors have also confirmed compliance with the provisions of section 150 of the Act read with rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, relating to registration of their name in the independent directors databank of the Indian Institute of Corporate Affairs.

The Board of Directors of your Company have taken on record the said declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same.

In the opinion of the Board, the independent directors fulfil the conditions specified in the Act as well as the Rules made thereunder and have complied with the code for independent directors prescribed in Schedule IV to the Act.

17. COST AUDIT REPORT:

The provisions mentioned under Section 148 of the Companies Act, 2013 regarding Cost Audit is not applicable to the Company.

18. INTERNAL AUDIT & CONTROLS:

No internal auditor was appointed for the review period.

19. VIGIL MECHANISM:

In pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

20. RISK MANAGEMENT POLICY:

A statement indicating development and implementation of a Risk Management

Policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

21. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The management takes care of the internal financial controls regularly with reference to the operations and financial transactions of the Company which is commensurate with the size of the establishment; and the management is satisfied about the adequacy of the internal financial controls.

22. DEPOSITS:

The Company has not accepted any Deposit covered under Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposit) Rules, 2014 during the Current Financial Year.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

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

24. MATERIAL CHANGES, COMMITMENTS TILL THE END OF FINANCIAL YEAR AND MATERIAL CHANGES TILL THE DATE OF THIS REPORT:

No material changes or commitments have occurred between the end of the financial year to which the financial statements relate and the date of this Report, which may have a significant impact on the financial position of the Company. However, the Board of Directors, at its meeting held on 08th April, 2026, approved the Scheme of Amalgamation pursuant to which the Company is proposed to be amalgamated with SHIVANG EDIBLES OILS LIMITED. The Company is presently in the process of completing the necessary statutory and regulatory formalities in connection with the proposed amalgamation.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The company has not entered into any contract or arrangement with related parties and therefore provisions of the section 188 of the Companies Act, 2013 has not applicable.

26. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Since the paid-up share capital of the company is less than Rs. 10,00,00,000/- and the net worth not exceeding Rs. 25,00,00,000/- therefore separate section on corporate governance practices followed by the company as stipulated under regulation 15 (2) and schedule V of SEBI Regulations are not applicable to the company. However, as measure of good governance practice, the company has voluntarily to the extent possible, considering constitution of board and activities of the company, step towards the compliance of the same.

27. SIGNIFICANT REGULATORY OR COURT OR TRIBUNAL ORDERS:

During the Financial Year 2025-26, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of the Company and its operations in future.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

During the year under review, no regulator or court or tribunal has passed any order impacting the going concern status of the company and its operations in future.

29. COMPANY INFORMATION:

During the period under review, the Registered Office of the Company was shifted from the State of Maharashtra to the State of Madhya Pradesh pursuant to the approval granted by the Regional Director, Western Region, on 12th December, 2025.

30. SECRETARIAL STANDARDS:

The Directors state that Secretarial Standards, i.e. - SS-1 and SS-2, relating to Meetings of the Board of Directors, General Meetings have been duly followed by the Company.

31. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The company is committed to provide a safe and conducive work environment to their employees. The company has adopted prevention of Sexual Harassment at workplace policy. The Director further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information relating to Conservation of Energy, Technology absorption etc. pursuant to Section 134(3](m] of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 is not provided as the same is not applicable to the Company.

Foreign Exchange Earnings and Outgo are NIL during the Current Financial Year.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As required under Section 135 of the Companies Act, 2013 and rules made there under are not applicable to the company. Hence the Board has not constituted the committee and Policy for implementing the Corporate Social Responsibility (CSR).

34. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

During the period under review, there is no corporate insolvency resolution process initiated under the Insolvency and Bankruptcy Code, 2016 (IBC).

35. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors Responsibility Statement referred to in Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013 shall state that;

a) In the preparation of the annual accounts, the applicable accounting standards 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 and loss of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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.

36. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) in the Current Financial Year.

37. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2025- 2026 to BSE Limited where the Companys Shares are listed.

38. ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation for the continued support and co-operation by Bankers, Customers, Business Associates and to the Shareholders and Investors for the confidence reposed in the Companys management. The Directors also convey their appreciation to the employees at all levels for their dedicated services, efforts and collective contribution.

FOR AND ON BEHALF OF BOARD OF DIRECTORS OF
PANTHER INDUSTRIAL PRODUCTS LTD
KAUSHIK C. SHAH	ABHIJIT Y. KADAM
MANAGING DIRECTOR	DIRECTOR & CFO
(DIN:00009510)	(DIN: 06756295)
Date: 04/09/2026
Place: Gwalior