Parle Industries Ltd Directors Report

Dear Members,

Board of Directors hereby present the 42^nd Annual Report on the business and operations of Parle Industries Limited together with the Audited Financial Statements for the financial year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS:

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013 ("Act") read with the Companies (Accounts) Rules, 2014.

The financial performance of the Company, for the Financial Year ended on 31^st March, 2025 is summarized below: (Amount in Lakhs)

PARTICULARS	STANDALONE		CONSOLIDATED
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	127.07	-	468.36	-
Other income	1.92	46.11	1.92	46.11
Total Income	128.99	46.11	470.28	46.11
Profit before Interest, Depreciation and Taxes	27.54	4.42	66.30	4.42
Less: Finance cost	11.74	1.55	11.74	1.55
Less: Depreciation and amortisation expenses	8.39	4.46	8.39	4.46
Profit Before Tax	27.54	4.42	66.30	4.42
Less: Provision for Tax
Current Tax	(4.30)	0.69	(0.68)	0.69
Deferred Tax	(6.32)	0.84	21.28	0.84
Profit After Tax	38.15	2.89	45.70	2.89
Other Comprehensive Income / (Loss) (Net of Tax)	38.15	2.89	45.70	2.89
Total Comprehensive Income	38.15	2.89	45.70	2.89

The Audited Financial Statements (including the Consolidated Financial Statements) of our Company as stated above and the Financial Statements of our subsidiary, whose financials are consolidated with that of the Company, are available on our Companys website at https://www.parleindustries.com/investors.html

2. DIVIDEND

During the year ended 31^st March 2025, the Board of Directors has not recommended the dividend on the Equity Shares of the Company.

3. INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY Review of Standalone Results

• Standalone Total Income increased to Rs. 128.99 lakhs compared to Rs. 46.11 lakhs in the previous financial year.

• Profit Before Tax increased to Rs. 27.54 lakhs, versus Rs. 4.42 lakhs in the previous financial year.

• Profit After Tax increased to Rs. 38.15 lakhs, compared to Rs. 2.89lakhs in the previous financial year.

Review of Consolidated Results

• Consolidated Total Income stood at Rs. 470.28 lakhs.

• Profit Before Tax stood at Rs. 66.30 lakhs.

• Profit After Tax stood at Rs. 47.50 lakhs.

This strong financial performance highlights the Companys solid fundamentals and its commitment to delivering long-term value to shareholders.

4. TRANSFER TO RESERVES

The Company does not propose to carry any amount to general reserve.

5. DEPOSITS:

The Company has neither accepted nor renewed any deposits from the public during the year within the meaning of Section 73(1) of the Companies Act, 2013, and the rules made thereunder.

6. CHANGE IN NATURE OF BUSINESS:

During the FY 24-25 there is no change in nature of business of the company.

However, the Company obtained shareholders approval for certain modifications to its Memorandum of Association (MOA) at the Annual General Meeting held on 30^th September, 2024. These modifications included addition in the object clause pertaining to integrated facility management services and food related objects, along with other minor amendments, to be in line with the provisions of the Companies Act, 2013.

7. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

During the year, the Company had proposed acquisitions of WISPL, WSPL and MVPL through share swap arrangements.

During the year under review, the Company has acquired 100% stake in Windfield Spaces Private Limited. Accordingly, it became Wholly Owned Material Subsidiary of the Company.

During the year under review, the Board of Directors have reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company were prepared, which form part of this Annual Report. Additionally, a separate statement

containing the salient features of financial statements of subsidiaries, associates, joint ventures of the Company in the prescribed Form AOC-1 and in compliance with Section 129(3) and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with the Rules issued thereunder is enclosed to this report as Annexure I.

While equity shares were allotted in pursuance of these SPAs, shareholders of WISPL and MVPL defaulted on their obligations, resulting in termination of the SPAs. Consequently, WISPL and MVPL never became subsidiaries of the Company and were not consolidated in the financial statements.

Pursuant to Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and Audited Annual Financial statements of the subsidiary are available on the website at https://www.parleindustries.com/investors.html

Material Subsidiaries

As per Regulation 16(1)(c) of Listing Regulations, Windfield Spaces Private Limited is considered as Material Subsidiary of the Company as on March 31, 2025.

As required under Regulation 16(1)(c) and 46 of the Listing Regulations, 2015, the Board of Directors have approved the Policy for Determining Material Subsidiary(ies) ("Policy"). The said policy is available on the website of the Company and can be accessed at https://www.parleindustries.com/investors.html

The Company has no Joint Venture and Associate companies during the year under review.

8. SHARE CAPITAL:

The details of Share capital of the Company is as under:

Particulars	As at 31st March, 2025		As at 31st March, 2024
	Number of Shares	Amount	Number of Shares	Amount
Authorised Capital: Equity Shares of Rs 10/- each	6,50,00,000	65,00,00,000	1,50,00,000	15,00,00,000
Issued, Subscribed & Paid-Up Capital: Equity Shares of Rs 10/- each	4,88,40,000	48,84,00,000	1,40,00,000	14,00,00,000

During the year, the Company received approval from BSE Limited, vide its letter dated 10th October, 2024, for the reclassification of PIL Enterprise Private Limited, holding 10,000 equity shares, from the "Promoter" category to the "Public" category under Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Consequent to this reclassification, the entire 100% shareholding of the Company is now held by public shareholders, and there are no promoter or promoter group shareholders in the Company.

Further during the year, the Company increased its authorised share capital from ^15,00,00,000 (Rupees Fifteen Crores only) comprising 1,50,00,000 equity shares of ^10 each to ^65,00,00,000 (Rupees Sixty-Five Crores only) comprising 6,50,00,000 equity shares of ^10 each, pursuant to approval of shareholders at the Annual General Meeting held on 30th September, 2024.

Subsequently, the issued, subscribed and paid-up share capital was increased from ^14,00,00,000 (Rupees Fourteen Crores only) comprising 1,40,00,000 equity shares of ^10 each to ^48,84,00,000 (Rupees Forty-Eight Crores Eighty-Four Lakhs only) comprising 4,88,40,000 equity shares of ^10 each, by way of allotment of 3,48,40,000 equity shares of ^10 each for consideration other than cash, pursuant to Share Purchase Agreements ("SPAs") executed for the proposed acquisitions of Welldone Integrated Services Private Limited (WISPL), Windfield Spaces Private Limited (WSPL), and Marvelous Vickyfoods Private Limited (MVPL).

However, as shareholders of WISPL and MVPL failed to discharge their obligations under the respective SPAs, the Board of Directors at its meeting held on 10th July, 2025, resolved to forfeit 2,26,50,000 equity shares allotted to such shareholders. Consequent to the forfeiture, the Companys paid-up share capital stands reduced to ^26,19,00,000 (Rupees Twenty-Six Crores Nineteen Lakhs only) comprising 2,61,90,000 equity shares of ^10 each. The impact of the forfeiture will be reflected in the financial statements of the subsequent period, as shown below:

Details of Forfeiture of shares:

Particulars	As at 10th July, 2025		As at 31st March, 2025
	Number of Shares	Amount	Number of Shares	Amount
Authorised Capital: Equity Shares of Rs 10/- each	6,50,00,000	65,00,00,000	6,50,00,000	65,00,00,000
Issued, Subscribed Capital: (Equity Shares of Rs 10/- each)	4,88,40,000	48,84,00,000	4,88,40,000	48,84,00,000
Forfeited Equity Shares of Rs.10/- each Less:	(2,26,50,000)		NIL	NIL
Paid-Up Capital (Equity Shares of Rs 10/- each)	2,61,90,000	26,19,00,000	4,88,40,000	48,84,00,000

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Composition of the Board

The Company is managed by Professional Board of Directors comprising of 7 (seven) Professional Directors as on date of this Report comprising:

(i) Three Non-Executive Independent Directors, one of whom is a Woman Independent Director;

(ii) One Non-Executive Non-Independent Director; and

(iii) Three Executive Directors one of whom serves as the Director & Chief Financial Officer.

The Board of the Company as on end of the financial year i.e. March 31, 2025 is as under:

Name of the Director	DIN	Designation	Date of appointment
Mr. Rakeshkumar Dinesh Mishra	06919510	Executive Director	January 10, 2020
Mr. Raviprakash Narayan Vyas	07893486	Non-Executive Independent Director	January 10,2020
Mr. Narendra Chaturbhuj Purohit	08686794	Non-Executive Independent Director	February 14, 2020
Mrs. Unnatti Nishant Jain	07910214	Non-Executive Woman Independent Director, Chairperson	April 22, 2019
Mr. Paras Bhojani	07079341	Non-Executive NonIndependent Director	August 28, 2020
Mrs. Kalpana Jha	08853652	Executive Director	August 28, 2020
Mr. Anand Jain	07730608	Whole-Time Director	March 15, 2025

The Board consists of professionals with diverse functional expertise, industry experience, educational qualifications and gender mix relevant to fulfilling the Companys objectives and strategic goals.

None of the Directors of the Company are disqualified under provisions of Section 164(2) of the Companies Act, 2013.

(a) Appointment, Re-appointment and Resignation of Directors

During the year under review, there were no changes in the Board Composition of the Company. However, designation of Ms. Unnatti Jain (DIN: 07910214) was changed from Independent Director to Independent Director and Non- Executive Chairperson of the Board with effect from 03^rd August, 2024.

Mr. Paras Bhojani was redesignated from Executive Director to Non-Executive Director of the Company with effect from 31^st March, 2025.

(b) Director Retiring by Rotation

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Paras Bhojani (DIN: 07079341), Non- Executive Non-Independent Director of the Company, is liable to retire by rotation from the Board and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting of the Company.

Pursuant to Regulation 36 of the Listing Regulations and Secretarial Standard-2, a detailed profile of the Directors seeking appointment/ reappointment is provided in the Notice of the ensuing Annual General Meeting of the Company.

(c) Key Managerial Personnel (KMP)

In terms of the provisions of Sections 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following were Key Managerial Personnel of the Company as on March 31, 2025:

1) Mr. Anand Jain, Whole-Time Director;

2) Mr. Rakeshkumar Dinesh Mishra, Chief Financial Officer;

3) Mr. Sheena Poova Karkera, Chief Executive Officer; and

4) Ms. Deepika Tater, Company Secretary and Compliance Officer

During the Financial Year under review and up to the date of this report, there were following changes in the positions of the KMPs.

• Mr. Anand Jain was appointed as Whole-Time Director of the Company and the shareholders approval for his appointment shall be taken in the forthcoming 42^nd Annual General Meeting of the Company.

• Ms. Deepika Tater, resigned from the post of Company Secretary and Compliance Officer of the Company with effect from July 23, 2025.

• Mr. Rakeshkumar Dinesh Mishra ceased to be Chairman of the Board with effect from 03^rd August, 2024.

• Mr. Sheena Poova Karkera was appointed as Chief Executive Officer of the Company with effect from 03^rd August, 2024.

10. MATERIAL CHANGES AND COMMITMENTS:

Subsequent to the close of the financial year, the Company terminated the Share Purchase Agreements entered into with WISPL and MVPL and their respective shareholders with effect from 11th June, 2025, owing to non-fulfilment of obligations under the agreements. Accordingly, WISPL and MVPL did not become subsidiaries of the Company and were not consolidated in the financial statements.

Further, at its meeting held on 10th July, 2025, the Board of Directors forfeited 2,26,50,000 equity shares earlier allotted to the shareholders of WISPL and MVPL. The paid-up capital has been reduced accordingly, and such shareholders have been excluded from corporate communications, voting and AGM participation, pending extinguishment of their holdings from depositories.

This action was carried out after year end and therefore is not reflected in the FY 2024-25 audited financial statements. The impact will be recorded in the financial statements of the subsequent reporting period.

11. DECLARATION BY AN INDEPENDENT DIRECTOR(S):

In accordance with the provisions of Section 149(7) of the Act, Ms. Unnatti Jain, Mr. Raviprakash Vyas and Mr. Narendra Purohit, Independent Directors of the Company as on 31^st March, 2025 have given their declarations to the Board that they meet the criteria of independence as laid down under Section 149(6) of the Act, Regulation 16(1)(b) and Regulation 25 of the SEBI Listing Regulations and are qualified to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act.

Further, the Independent Directors have confirmed that they have included their names in the Independent Directors databank maintained by the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

The Board is of the opinion that all the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of strategy, planning and execution, management and leadership, functional and managerial experience, legal and risk management, corporate governance systems and practices, finance, banking and accounts and they hold highest standards of integrity.

During the financial year 2024-25 a separate meeting of Independent Directors was held without the presence of executive directors or management representatives and the following matters were discussed:

• the performance of non-Independent directors and the Board as a whole;

• the performance of the Chairman of the Company, taking into account the views of executive directors and non-executive directors; and

• assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Company has received a certificate from Nishant Bajaj & Associates, Company Secretaries pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the Listing Regulations, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the SEBI, Ministry of Corporate Affairs, or any such other statutory authority. The same forms part of the Corporate Governance Report forming part of this Annual Report.

12. ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS:

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the directors on the basis of 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 criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are as provided in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The evaluation was done in accordance with the framework and criteria laid down by the NRC. Further, at a separate meeting, the Independent Directors evaluated performance of Non-Independent Directors, Board as a whole and of the Chairman of the Board.

13. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

All Independent Directors are familiarized with the operations and functioning of the Company at the time of their appointment and on an ongoing basis. The details of the induction and familiarization programmes are available on the Companys website at

https://www.parleindustries.com/investors.html

14. AUDITORS:

i. Statutory Auditors and Audit Report

M/s. Ajmera & Ajmera (Firm Registration No.: 018796C) Chartered Accountants, Mumbai were the Statutory Auditors of the Company from financial year 2023-24 till 2027-28. Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, (the "Act"), read with applicable Rules framed thereunder, the term of M/s. Ajmera & Ajmera, Chartered Accountants, expires at the conclusion of the AGM to be held in the year 2028. However, due to their pre-occupation, they have resigned from the position of Statutory Auditors of the Company vide their letter dated 14^th August, 2025, resulting into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by section 139(8) of the

Companies Act, 2013. The Board of Directors placed on record their appreciation for the services rendered by M/s. Ajmera & Ajmera (Firm Registration No.: 018796C) Chartered Accountants, Mumbai.

Pursuant to the recommendations of the Audit Committee, the Board of Directors of the Company has, at its meeting held on 20^th August, 2025, appointed M/s. ARCK & Co., Chartered Accountants, (Firm Registration No.: 138758W), as Statutory Auditors of the Company to fill the casual vacancy caused by resignation of M/s. Ajmera & Ajmera, Chartered Accountants to hold office till the conclusion of this AGM.

Also pursuant to the recommendations of the Audit Committee, the Board at its meeting held on 20^th August, 2025 has proposed the appointment of M/s. ARCK & Co., Chartered Accountants, (Firm Registration No.: 138758W), as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of this AGM till the conclusion of AGM to be held in the year 2030 subject to approval of members of the Company at the ensuing Annual General Meeting of the Company to be held within 3 months.

The Statutory Auditors have confirmed that they continue to be eligible and are not disqualified from continuing as Statutory Auditors of the Company.

STATUTORY AUDIT REPORTS

• The Statutory Auditors have made certain qualifications in their report with respect to investments of the Company in the Standalone Financial Statements and Consolidated Financial Statements, the details of which has been provided in the Basis for Qualified Opinion and Emphasis of Matter.

Reply by the Board:-The detailed response and the requisite details for the said qualification has been provided by the management in the Basis for Qualified Opinion and Emphasis of Matter of the Auditors reports provided for Standalone and Consolidated Financial Statements and in the Notes to Accounts of the Financial Statements. The Board, after due consideration, is of the view that the management explanation given therein adequately addresses the Auditors remark.

• The Statutory Auditors have provided remarks on Internal Financial controls of the Company.

Reply by the Board:-The Board, after due consideration of the managements views, believes that the Company has in place adequate internal financial control systems, commensurate with the size and nature of its business operations, and that such controls are operating effectively. At the same time, the Board recognizes the importance of continuous improvement in internal control mechanisms.

ii. Cost Auditors:

The Company is not required to keep cost records or appoint cost auditors.

iii. Secretarial Auditors and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Nishant Bajaj & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the financial year ended 31^st March, 2025. The Secretarial Audit Report for the financial year ended 31^st March, 2025 is enclosed to this report as "Annexure II".

The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India.

• The Auditor report have provided qualification with respect to appointment of Mr. Anand Jain as an Additional Director in the category of Whole-time Director for which shareholders approval was not taken within timeframe of 3 months as per SEBI regulations.

Reply by the Board:- The Board clarifies that the delay in obtaining shareholder approval was inadvertent and occurred due to procedural oversight. However, the necessary resolution for approval of his appointment has since been placed before the shareholders at the ensuing Annual General Meeting to regularize his appointment.

Further, in accordance with the recent amendment to Regulation 24A of the SEBI Listing Regulations, a listed entity can appoint individual as Secretarial Auditor for one term of five consecutive years and a Secretarial Audit firm for a maximum of two terms of five consecutive years, subject to approval by the shareholders at the AGM.

Accordingly, the Company on recommendation of the Audit Committee, at its Board meeting dated August 20, 2025, has approved the appointment of Sharatkumar Shetty & Associates, Company Secretaries (P.R. No. 2326/2022), as Secretarial Auditors of the Company for a period of five (5) years to conduct Secretarial Audit for the financial year ended 2025-26 to financial year ended 2029-30 and their appointment is recommended for approval of the Shareholders at the ensuing Annual General Meeting of the Company. Sharatkumar Shetty & Associates, Company Secretaries have confirmed that they meet the eligibility criteria.

Annual Secretarial Compliance Report

The Annual Secretarial Compliance Report for the Financial Year ended March 31, 2025 in relation to compliance of all applicable Listing Regulations / Circulars / guidelines issued thereunder, pursuant to requirement of Regulation 24A of the Listing Regulations was obtained from Nishant Bajaj & Associates, Company Secretaries (P.R. No. 2582/2022). The same was submitted to stock exchanges within the given timeframe. The report is available on the website of the Company at https://www.parleindustries.com/investors.html

Secretarial Audit Report of Material Subsidiaries

As per provisions of Section 204 of the Act and Listing Regulations, Secretarial Auditor of the material subsidiary of the Company i.e. Windfield Spaces Private Limited has undertaken Secretarial Audit and their Secretarial Audit Report for Financial Year 2024-25 is annexed herewith as "Annexure IN". The Report does not contain any adverse marks, qualification, reservation, adverse comments or disclaimers.

iv. Internal Auditor:

The Board, upon the recommendation of the Audit Committee, has appointed M/s. Motilal & Associates LLP, as the Internal Auditor of the Company for financial year 2024-2025.

15. INTERNAL AUDIT REPORT

The Internal audit plan is approved by the Audit Committee and Internal audits are undertaken on a periodic basis to independently validate the existing controls. Internal Audit Reports are regularly reviewed by the management and corrective action is initiated to strengthen controls and enhance the effectiveness of existing systems.

Significant audit observations, if any, are presented to the Audit Committee along with the status of management actions and the progress of implementation of recommendations.

Internal Audit of the Company is carried out on a regular basis to check the internal controls and functioning of the activities and recommend ways of improvement and the reports are placed before the Audit Committee and Board for review and consideration. The Audit Committee also reviews the adequacy and effectiveness of internal controls.

16. RISK ASSESSMENT AND MANAGEMENT

The Company recognises that risk is an integral and inevitable part of business and is fully committed to manage the risks in a proactive and efficient manner. The Companys governance structure has well- defined roles and responsibilities, which enable and empower the Management to identify, assess and leverage business opportunities and manage risks effectively. The Company has been on a continuous basis reviewing and streamlining its various operational and business risks. The Company has a disciplined process for continuously assessing risks, in the internal and external environment along with minimising the impact of risks.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

17. RISK MANAGEMENT POLICY

To identify, assess and manage risks effectively, the company has developed a Risk Management Policy. The same is uploaded on the website of the Company at https://www.parleindustries.com/investors.html

18. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis of financial condition, including the results of operations of the Company for the year under review as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided as a "Annexure IV".

19. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, a copy of the Annual Return for the year under review shall be made available on the Companys website at https://www.parleindustries.com/investors.html

20. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

The details of investments made are disclosed in the Financial Statements of the Company. Further, the Company has not provided guarantees, not given any loan or provided security during the year under review.

21. RELATED PARTY TRANSACTIONS

All related party transactions, if any, that were entered into during the Financial Year were on an arms length basis and were in the ordinary course of business as part of Companys philosophy of adhering to highest ethical standards, transparency and accountability. These transactions are not likely to have any conflict with Companys interest.

All Related Party Transactions up to March 31, 2025 were placed before the Audit Committee and the Board for Approval. Also, prior omnibus approval of the Audit Committee was obtained for Related Party Transactions for the Financial Year 2024-25.

The particulars of transactions between the Company and its related parties as per the Accounting Standard-18 are set out in Notes to Accounts in the Financial Statements annexed with this report. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. Accordingly, no transactions were required to be reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

22. BOARD MEETING

11 (Eleven) meetings of the Board of Directors were held during the year. Details of Board, its Meetings, composition and the attendance of Directors are provided in Corporate Governance Report, which forms part of this Annual Report.

Committees of the Board

The Company has following 3 (three) statutory committees in compliance with the requirements of the Act and Listing Regulations:

(i) Audit Committee,

(ii) Nomination & Remuneration Committee,

(iii) Stakeholders Relationship Committee.

Details of composition of the committee during the year, changes therein, number of meetings held and attendance of Committee Members thereof during the Financial Year under review are provided in Corporate Governance Report, which forms part of this Annual Report.

Audit Committee

The Audit Committee comprises of 3 (three) members, two-third members of whom are Independent Directors. The Chairman of the Committee is an Independent Director. The Committee met 6 (Six) times during the financial year. All recommendations of the Audit Committee have been accepted by the Board.

Nomination and Remuneration Committee

The Company has a Nomination and Remuneration Committee comprising of 3 (three) members, of which all members are Non-Executive Directors and two-third members are Independent Directors. The Chairman of the Committee is an Independent Director. The Committee met 5 (Five) times during the financial year.

The Committee has formulated the Nomination, Remuneration & Performance Evaluation Policy under the provisions of Section 178(3).

Stakeholders Relationship Committee

Stakeholders Relationship Committee of Directors comprises of 3 (three) members, including one Independent Director. The Chairman of the Committee is an Independent Director. The Committee met 4 (Four) times during the financial year.

23. DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2024-25.

The Directors further confirm that the financial statements of the Company for the year ended 31st March, 2025 appropriately disclose the position of issued and paid-up capital as at year end, and that the subsequent forfeiture of 2,26,50,000 equity shares due to non-payment of first and final call monies by the holders of these shares, the impact will be reflected in the financial statements of the following reporting period, as more fully explained in this Report.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for the year;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

24. CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms an integral part of this report and is provided as "Annexure V".

A certificate from M/s. Nishant Bajaj & Associates, Practicing Company Secretary regarding compliance on conditions of corporate governance as stipulated in the Listing Regulations is also appended to the report on Corporate Governance.

25. LISTING ON STOCK EXCHANGE

The Company shares are listed on the BSE Ltd and the Company has paid the listing fees for the Financial Year 2024-25. The shares of the Company are traded at BSE Ltd having Nation-wide terminals.

26. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of your Companys Code of Conduct.

Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the vigil mechanism.

The Whistle Blower Policy is available on the Companys website at the https://www.parleindustries.com/investors.html

27. DISCLOSURES AS PER SCHEDULE V OF THE COMPANIES ACT, 2013

Name of the Director	Anand Jain
Salary & Allowance	Upto 6,00,000/- per annum During the year FY 2024-25, remuneration of 350 was paid
Perquisites	Nil
Commission	Nil
Service Contract/ Tenure	As mutually agreed
Performance linked incentive	Nil
Notice Period	As mutually agreed
Severance Fees	Nil
Stock Option	Nil
Pension	Nil

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO ETC

Pursuant to the provisions of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, following

a) Conservation of Energy

i. The steps taken or impact on conservation of energy - The Operations of the Company are not energy intensive. However, adequate measures have been initiated for conservation of energy.

ii. The steps taken by the Company for utilizing alternate source of energy - Company shall consider on adoption of alternate source of energy as and when the need arises.

iii. The Capital Investment on energy conversation equipment - No Capital Investment during the Financial Year under review.

b) Technology absorption

i. The efforts made towards technology absorption. - Minimum technology required for Business is absorbed.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable.

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

iv. The expenditure incurred on Research and development - Not Applicable.

c) Foreign Exchange Earnings and Outgo- During the financial year under review, there were no foreign exchange earnings and outgo.

29. INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. During the year, such control was tested and no reportable material weakness in the design or operation was observed.

30. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure VI forming part of this Annual Report.

31. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any of its securities lying in demat/ unclaimed suspense account arising out of public/bonus/right issues as at 31^st March, 2025. Hence, the particulars relating to aggregate number of shareholders and the outstanding securities in suspense account and other related matters does not arise.

32. NOMINATION, REMUNERATION & PERFORMANCE EVALUATION POLICY

The Company has a Nomination, Remuneration & Performance Evaluation Policy for appointment, remuneration and evaluation of performance of Directors, Key Managerial Personnel and Senior Management pursuant to Section 178 of the Companies Act, 2013 and Listing Regulations.

Following are the salient features of the policy:

• To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management;

• Provides a criteria for selection based on integrity, qualifications, and experience

• To recommend to the Board on remuneration payable to the Directors, Key Managerial Personnel and Senior Management;

• To evaluate the performance of the Board, Committees, and individual Directors and provide necessary report to the Board for further evaluation;

• Constitution of a Nomination & Remuneration Committee to oversee appointments, evaluations, and remuneration.

• To devise a policy on Board diversity.

The policy covers the appointment criteria and qualifications, positive attributes, independence and

remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel and the

same is available on the website of the Company at https://www.parleindustries.com/investors.html

33. CORPORATE SOCIAL RESPONSIBILITY

During the FY 2024-25, Corporate Social Responsibility is not applicable to the company.

34. SEXUAL HARASSMENT POLICY

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at workplace. This has been widely communicated internally. Your Company has constituted Internal Complaints Committee to redress complaints relating to sexual harassment at its workplaces. The Company has not received any complaints relating to sexual harassment during financial year 2024-25.

The details of number of Sexual Harassment Complaints are as mentioned below:

Sr No.	Particulars	Number of Complaints
1.	Number of Sexual Harassment Complaints received	0
2.	Number of Sexual Harassment Complaints disposed off	0
3.	Number of Sexual Harassment Complaints pending beyond 90 days.	0

35. DISCLOSURE UNDER THE MATERNITY BENEFITS ACT, 1961

The provisions of the Maternity Benefit Act, 1961 are not applicable to the Company as the number of employees is below the prescribed threshold limit specified under the said Act.

36. REPORTING OF FRAUD BY AUDITORS

During the Financial Year under review, none of the Auditors have reported any instances of frauds in the Company by its officers or employees, to the Audit Committee or the Board pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

37. CODE OF CONDUCT

Your Company has established a Code of Conduct and Code of Fair Disclosures for Prohibition of Insider Trading ("Code of Conduct" or "Code") which is applicable to the Employees, Directors, designated persons, immediate relatives of designated persons and connected persons of the Company. The Code lays down the standard of conduct, which is expected to be followed by the Directors and employees in their business dealings, and in particular, on matters relating to integrity in the work place, dealing with stakeholders and in business practices. All the Board Members and the Senior Management employees have confirmed compliance with the Code. The Code is available on website of the Company at https://www.parleindustries.com/investors.html.

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

There are no significant material orders passed by the Courts/ Regulators or Tribunals impacting the going concern status and Companys operations in future.

39. COMPLIANCE OF ACCOUNTING STANDARDS

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

40. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

41. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no application made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

42. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT IN 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 Institutions.

43. OTHER DISCLOSURES

In terms of applicable provisions of the Act and Listing Regulations, the Company discloses that during the Financial Year under review:

i) There was no scheme for provision of money for the purchase of our own shares by employees or by trustees for the benefit of employees.

ii) There was no issue of shares with differential rights.

iii) There was no transfer of unpaid or unclaimed amount to Investor Education and Protection Fund (IEPF).

44. APPRECIATION:

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Cooperation extended to the Company by all valued customers and bankers of the Company. Your Directors also wish to place on record their sincere appreciation for the valued contribution, unstinted efforts by the employees at all levels which contributed, in no small measure, to the progress and the high performance of the Company during the year under review.

		By order of board of directors, Parle Industries Limited
	Sd/-	Sd/-
	Anand Jain	Rakeshkumar Mishra
	Whole Time Director	Director
	DIN:07730608	DIN:06919510
Date: 20th August, 2025 Place: Mumbai