Peeti Securities Ltd Directors Report

To,

The Members,

Your Directors have pleasure in presenting the 31st ANNUAL REPORT together with the Audited Accounts of the company for the financial year ended 31st March, 2025.

1. FINANCIAL HIGHLIGHTS

(Rupees in Lakhs)

PARTICULARS	Year ended 31.03.2025	Year ended 31.03.2024
Revenue from Operations	2315.57	2483.42
Other Income	39.75	43.08
Total Incomes	2355.32	2526.50
Expenditure	2364.73	2474.69
Net profit before tax	(9.41)	51.81
Tax	(0.27)	10.66
Net Profit	(9.14)	41.15

2. STATE OF COMPANYS AFFAIR

During the year under review, your company has achieved a total income of Rs. 2315.57 lakhs as against previous years income of Rs. 2483.42 Lakhs and recorded a net profit/(loss) of Rs. (9.14) Lakhs for the financial year 2024-25 when compared to a net profit of Rs. 41.15 lakhs during the previous year.

3. TRANSFER OF AMOUNT TO RESERVES

The Board of Directors do not propose to transfer any amount to the General Reserve for the Financial Year ended March 31, 2025.

4. DIVIDEND

Your Directors do not recommend any Dividend for the Financial Year 2024-2025 as the profits are planned to be ploughed back into the business operations.

5. DEPOSITS:

Company has neither accepted nor renewed any deposits falling within the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from the its member and public during the Financial Year 2024-2025.

6. LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the trading platform of BSE Limited, a recognized stock exchange having a nationwide trading terminal.

7. SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2025, is Rs.4,50,00,000/- (Rupees Four Crores Fifty Lakhs only) divided into 45,00,000 (Fourty Five Lakhs Only) Equity Shares of Rs.10/- (Rupees Ten Only) each.

The Paid-up Share Capital of the Company as on March 31, 2025, is Rs. 3,75,04,000/-(Rupees Three Crores Seventy-Five Lakhs Four Thousand) divided into 37,50,400 (Thirty-Seven Lakhs Fifty Thousand Four Hundred) equity shares of Rs.10/- (Rupees Ten Only) each fully paid up.

There is no change in share capital:The company has not bought back any of its securities.The Company has not issued any Sweat Equity Shares.No Bonus shares were issued during the year.Company has not issued any Preference shares/Debentures.Has not provided any Stock Option Scheme

8. DETAILS OF SUBSIDIARIES, JOINT VENTURES, OR ASSOCIATE COMPANIES:

The Company does not have any Subsidiaries, Associates and Joint Ventures as on 31st March, 2025.

9. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the Company during the FY 2024-25.

10. VARIATIONS IN NETWORTH:

The Standalone Net worth of the Company for the Financial Year ended March 31, 2025, is Rs. 1160.54 Lakhs as compared to Rs. 1182.40 Lakhs for the previous financial year ended March 31, 2024.

11. DEPOSITS

The Company has neither accepted nor renewed any deposits falling within the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from its member and public during the Financial Year.

12. NUMBER OF BOARD MEETINGS

During the year under review, five board meetings were held on as follows,

30th May 2024	13th August 2024	05th September 2024
14th November 2024	13th February 2025

13. BOARD COMMITTEES AND THEIR COMPOSITION

We have in place all the Committees of the Board which are required to be constituted under the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report.

The Present Composition of various Committees of the Board is hereunder:

Audit Committee
Mr. Omesh Agarwal	- Chairman
Mr. Ravinder Agarwal	- Member
Mr. Akshay Gupta	- Member
Nomination and Remuneration Committee
Mr. Omesh Agarwal	- Chairman
Mr. Ravinder Agarwal	- Member
Mr. Akshay Gupta	- Member
Stakeholders Relationship Committee
Mr. Omesh Agarwal	- Chairman
Mr. Ravinder Agarwal	- Member
Mr. Akshay Gupta	- Member

14. BOARD EVALUATION

The Board of Directors evaluated the annual performance of the Board as a whole, its committees and the directors individually in accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 in the following manner:

i. Structured evaluation forms, as recommended by the Nomination and Remuneration Committee, after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance, for evaluation of the performance of the Board, its Committees and each director were circulated to all the members of the Board along with the agenda papers.

ii. The members of the Board were requested to evaluate by filling the evaluation forms and the duly filled in evaluation forms were required to be sent to the Company Secretary in a sealed envelope or personally submitted to the Chairman at the concerned meeting.

iii. Based on the individual evaluation of the Directors, the Board initiated a detailed discussion at the concerned meeting on the performance of the Board / Committee/Individual Director, and formulated a final collective evaluation of the Board. The Board also provided an individual feedback to the concerned director on areas of improvement, if any.

A separate meeting of Independent Directors was held on 13th February 2025 to evaluate the performance evaluation of the Chairman, the Non Independent Directors, the Board and flow of information from management.

15. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177 (9) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (meetings of board and its powers) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (LODR)Regulations,2015 the Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in the Group and also posted on the website of the Company.

16. Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Internal Auditors, Secretarial Auditors and Cost Auditors have not reported any instances of frauds committed in the Company by its Directors or Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

17. REMUNERATION POLICY

The Board of Directors, on recommendation of the Nomination and Remuneration Committee framed a Nomination and Remuneration policy for selection, appointment and remuneration of Directors, KMP and Senior Management and matters covered u/s 178(3) of the Companies Act 2013.

18. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review, the following changes took place in the Board of Directors:

• Resignation of Independent Directors:

In accordance with the provisions of Section 149(10) and (11) of the Companies Act, 2013, and the applicable provisions of SEBI (LODR) Regulations, 2015, the following Independent Directors ceased to hold the office upon completion of their second consecutive term of five years each:

• Mr. Rajkumar Agarwal (DIN: 02107735) (Till 30/09/2024)

• Mr. Ajay Garg (DIN: 00241771) (Till 30/09/2024)

• Mr. Rajeev Peeti (DIN: 01846071) (Till 30/09/2024)

The Board places on record its sincere appreciation for their valuable contributions and guidance during their tenure.

• Appointment of Independent Directors:

The Board, on the recommendation of the Nomination and Remuneration Committee, appointed the following individuals as Independent Directors.:

• Mr. Ravinder Agarwal *(w.e.f 30/09/2024)

• Mr. Omesh Agarwal *(w.e.f 30/09/2024)

• Mr. Akshay Gupta *(w.e.f 30/09/2024)

The above directors possess appropriate skills, experience, and knowledge and have submitted declarations confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Except the above changes, there were no other changes in the composition of the Board of Directors or Key Managerial Personnel during the year.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajesh Pitty (DIN- 00488722) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment and

19. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3) (c) of the Companies Act, 2013, and subject to disclosures in the Annual Accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, and to the best of their knowledge and information furnished, the Board of Directors states:

i. That in preparation of the Annual Accounts for the year ended 31st March, 2025; all the applicable Accounting Standards Prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures, if any.

ii. That the Directors have adopted such accounting policies, as selected in consultation with Statutory Auditors, 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 the financial year ended 31st March, 2025.

iii. 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.

iv. That the Annual Accounts for the year ended 31st March, 2025, has been prepared on a going concern basis.

v. Those proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi. That system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

20. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149

The Independent Directors have submitted a declaration of independence, as required pursuant to sub-section (7) of Section 149 of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6) of Section 149.

21. POLICY ON APPOINTMENT, REMUNERATION OF DIRECTORS

The following policies are attached herewith as part of Corporate Governance as mentioned in

"Annexure-IV".

1. Policy for selection of Directors and determining Directors Independence; and evaluation mechanism.

2. Remuneration Policy for Directors, Key managerial Personnel and other employees.

22. INTERNAL FINANCIAL CONTROL SYSTEMS

We have adopted policies and procedures which enables implementation of appropriate internal financial controls across the organization and also ensures the orderly and efficient conduct of business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanism, the accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. Internal Financial Controls are an integrated part of the Risk Management Process, addressing financial and financial reporting risks. The Internal Financial Controls have been documented, digitized and embedded in the business process.

Assurance on the effectiveness of the Internal Financial Controls is obtained through our management reviews; control self-assessment, continuous monitoring by functional experts as well as testing of the Internal Financial Control systems by the Internal Auditor during the course of audits. We believe that these systems provide reasonable assurance that our Internal Financial Controls are commensurate with the requirements of our organization.

23. REMUNERATION POLICY:

The Board of Directors, on recommendation of the Nomination and Remuneration Committee framed a Nomination and Remuneration policy for selection, appointment and remuneration of Directors, KMP and Senior Management and matters covered u/s 178(3) of the Companies Act 2013.

24. RISK MANAGEMENT

Pursuant to the provisions of section 134 (3) (n) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (LODR) Regulations,2015 the Risk management is Not applicable to the company.

25. STATUTORY AUDITORS

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, M/s. MKPS & Associates, Chartered Accountants, (Registration No. 302014E) Hyderabad, appointed as Statutory Auditors of the Company for a period of 5 years to hold office from the conclusion of 28th Annual General Meeting till the conclusion of 33rd Annual General Meeting at such remuneration as decided by the Board. The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. There are no qualifications in the report of the statutory auditors for the year 2024-25

26. INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee has reappointed M/s. MKA Associates, Chartered Accountants as the Internal Auditors of your Company. The Internal Auditors are submitting their Reports on quarterly basis pursuant to the provisions of section 138 and rule 13 of Companies (Accounts) rules, 2014.

27. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The Policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company. The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 is referred in Notes to Accounts.

28. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE

COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not provided any loan to any person or body corporate or given any guarantee or provided security in connection with such loan or made any investment in the securities of anybody corporate pursuant to Section 186 of the Companies Act, 2013. The Company has given advance against salary to some employees in terms of the applicable policies of the Company.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS

AND OUTGO

A. Conservation of Energy: The present operation of the Company does not involve High-energy consumption. However steps being taken to minimize energy consumption where-ever possible. B. Research & Development: The Research and Development division of Spices oils And Oleoresins department continues to focus on introducing of new brands.

C. Technology Absorption - Not Applicable

D. Foreign Exchange Earnings & Outgo:

(Figures in Rs.)

	2024-25	2023-24
Foreign Exchange Earnings	Nil	Nil
Foreign Exchange Outgo	Nil	Nil

31. MANAGEMENT DISCUSSION AND ANALYSIS:

Aspects of Management Discussion and Analysis are enclosed as "Annexure-I" to this report.

32. CORPORATE GOVERNANCE:

Since the paid up capital of the Company is less than Rs.10 Crores and the net worth of the Company is less than Rs. 25 Crores, the provisions of Regulations 17, 18,19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses

(b) to (i) of sub-regulation 2 of Regulation 46 and para C, D & E of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company.

33. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of section 135 (1) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Corporate social responsibility policy) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Corporate Social Responsibility is Not applicable to the Company.

34. SECRETARIAL AUDIT AND SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act, read with the Rules made thereunder, and Regulation 24A of the Listing Regulations, the Company has appointed M/s PRao & Asociates Company Secretary in Practice, to undertake the Secretarial Audit of the Company for the FY 2024-25. The Secretarial Audit Report in Form MR-3 is annexed as Annexure - (II) and forms a part of this Report.

SEBI vide notification dated 12th December, 2024, amongst other, amended Regulation 24A of the Listing Regulations. The said amended Regulation 24A stipulates that listed companies and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit by a secretarial auditor who shall be a peer reviewed company secretary.

Further, as per Regulation 24A, the appointment/ re-appointment of an individual as a secretarial auditor cannot be for more than one term of five consecutive years and in case the secretarial auditor is a secretarial audit firm, it cannot be for more than two terms of five consecutive years and such an appointment/reappointment shall be approved by the members of the company at its AGM.

In view of the aforesaid, the Board of Directors of the Company, on the recommendation of the Audit Committee at its meeting held on 3rd day of September, 2025, appointed M/s. P.S. Rao and Associates, Company Secretaries (Peer Review No. 6678/2025 as the Secretarial Auditor of the Company, for a period of five consecutive financial years commencing from FY 2025-26 to the FY 2029-30, subject to approval of the Members of the Company at the forthcoming AGM.

35. ANNUAL RETURN

The accordance with Section 134 (3) (a) of the Companies Act, 2013, a copy of Annual Return in the prescribed format i.e., Form MGT -7 is placed on the website of the Company i.e., https:// peetisecuritieslimited.com.

36. LISTING FEE:

Your Companys shares are presently listed and traded on the BSE Limited; Your Company is regular in paying the listing fee to the BSE Limited.

37. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is herewith annexed as Annexure-III. In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company does not have any employee who is employed throughout the financial year and in receipt of remuneration of 102 Lakhs or more, or employees who are employed for part of the year and in receipt of 8.5 Lakhs or more per month.

38. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK

PLACE:

Your Company strongly supports the rights of all its employees to work in an environment, free from all forms of harassment. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Committee, known as Anti Sexual Harassment Committee to address the concerns and complaints of sexual harassment and to recommend appropriate action.

The Company has not received any complaint on sexual harassment during the year.

39. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

During the year under review, the Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

40. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY

AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

No application was made or any proceedings pending under the IBC, 2016 during the year ended on 31st March, 2025.

41. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR

FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

No application was made or any proceedings pending under the IBC, 2016 during the year ended on 31st March, 2025

42. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR

FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

Not Applicable

43. ACKNOWLEDGEMENTS:

Your Directors place on record, their appreciation for the co-operation and support from the Bankers, Financial institutions, the Stockiest and Distributors, Supplier, and Customers. Your Directors would also like to place on record their sincere appreciation and gratitude to the Shareholders, Central and State Government Agencies etc for their support and co-operation. Your Directors express their heartfelt gratitude to the employees for their exceptional commitment and loyalty to the company.

	BY THE ORDER OF THE BOARD OF DIRECTORS
	PEETI SECURITIES LIMITED
Sd/-	Sd/-
SANDEEP PEETI	RAJESH PITTY
CHAIRMAN & MANAGING DIRECTOR	Wholetime Director & CFO
DIN:00751377	DIN: 00488722
Place: Hyderabad
Date : 03.09.2025