Peshwa Wheat Limited Directors Report

To,

The Members,

PESHWA WHEAT LIMITED

Your Directors have pleasure in presenting their 2^nd Directors Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2025.

(The amounts appearing in the report have been rounded off to lakhs except No. of shares and EPS in accordance with the Financial Statements)

1. FINANCIAL SUMMARY OR HIGHLIGHTS

The financial performance of your company for the year ending March 31, 2025 is summarized below:

Particulars	2024-25 Current Year (Rs.)	2023-24 Previous Year (Rs.)
Revenue from Operations	17,153.50	4,379.30
Other Income	1.38	1.45
Total Revenue	17,154.88	4,380.76
Total Expenditure	15,539.69	3,711.46
Profit/(Loss) before Prior Period Items & tax	1,615.18684	669.29
Less: Prior period Items
Profit/(Loss) Before Tax	1,615.18684	669.29
Less: Current Taxes	413.18	227.96
Deferred tax charge (credit)	0 .02	14.93
Profit/(Loss) after Tax	1,201.99	426.40
Dividend proposed	-	-
Dividend Distributable Tax	-	-
Add: Balance b/f from the previous year	-	-
Add: Transferred from debenture redemption reserve	-	-
Less: Transfer to Debenture Redemption Reserve (if any)		-
Balance Profit /(Loss) c/f to the next year	-
Earnings Per Share (Basic/Diluted)	10.34	6.75
No. of shares used in computing EPS	13,72,89,96	68,64,498

Note* - The Financial Statements of the Company for the financial near ended March 31, 2025 have been prepared in accordance with the Accounting Standard as notified bu the Ministry of Corporate Affairs and as amended from time to time.

2. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR:

During the year under review, on standalone basis, the total Income from the operation increased by was Rs. 12774.12/- for the current FY 2024-25 as compared to Rs. 4,380.76/- for the previous FY 2023-24. Total Net Profit increased by the was Rs. 775.59 for the current FY 2024-25 as compared to Rs. 426.40/- for the previous FY 2023-24.

3. TRANSFER TO RESERVES:

During the year under review, the details of amount transferred to reserves, forms part of note no. 4 of the standalone financial statements.

4. STATE OF THE COMPANYS AFFAIR:

The Company is engaged in the business of manufacturing processing, trading, importing, exporting, storing and dealing in wheat, flours, grains, pulses, agro commodities, processed foods, bakery, confectionery, beverages, dairy products, spices, oils, ready-to-eat items, protein foods, maize products, cattle and poultry feeds and other allied food products.

There is no change in the nature of the business of the Company during the year under review.

5. FUTURE OUTLOOK:

The Company aims to expand from wheat and agro commodities into value-added processed foods, bakery, dairy, and nutritional products. With rising demand for packaged and healthy foods, it will strengthen supply chains, explore export markets, and adopt modem, sustainable practices to achieve growth and create long-term stakeholder value.

6. DIVIDEND:

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

7. CHANGE OF NAME:

During the Financial Year 2024-2025, The Company had not changed its name.

8. CAPITAL STRUCTURE:

The Authorized Share Capital as on March 31, 2025 was Rs. 20,00,00,000/-. After the Financial year 2024-25, the Capital Structure of the Company was changed as follows:

a) The Authorised share capital of the company was increased from Rs. 20,00,00,000/- (Rupees Twenty Crores Only) divided into 2,00,00,000 (Two Crore Only) Equity shares of Rs.10/- (Rupees Ten Only) each to Rs. 24,70,00,000/- (Rupees Twenty-Four Crores Seventy Lakhs Only) divided into 2,47,00,000 (Two Crore Forty-Seven Lakhs Only) Equity Shares of Rs.10/- (Rupees Ten Only) each by creation of additional 47,00,000 (Forty-Seven Lakhs Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each, vide Special resolution passed in the Extra- Ordinary General Meeting held on 14/07/2025.

b) The Paid-up share Capital as on March 31, 2025 was Rs. 13,72,89,960/- During the year, the Company has not issued Shares with differential voting rights nor granted stock options nor sweat equity were issued.

(*Note: The amount of authorised and paid up share capital and the number of shares stated herein are presented in their exact figures and have not been rounded off)

c) Bonus issue during the year:

The Board of Directors is pleased to inform that during the year under review, the Company has recommended and issued bonus shares to the shareholders in the ratio of 1 : 1 of Rs. 10 each for every 1 fully paid-up equity share(s) held) by capitalizing the free reserves/securities premium account of the Company, as on the record date fixed for this purpose. The bonus shares so allotted rank pari-passu in all respects with the existing equity shares of the Company.

This issue of bonus shares reflects the Companys commitment to reward its shareholders and strengthen the equity base of the Company.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The constitution of Board during the year is as follows:

SR. NO. DIN	NAME OF DIRECTOR	DESIGNATION	CATEGORY	DATE OF APPOINTMENT
1. 10437335	RAHAT ALI SAIYED	Managing Director	Promoter	26/12/2023
2. 10437336	SHEHNAJ	Director	Promoter	26/12/2023
3. 10437337	SADAF SAIYED	Whole-time director	Promoter	26/12/2023
4. 10481368	NIKUNJ MAHENDRABHAI KANABAR	Director	Independent	01/04/2024
5. 10227101	VIJAY MUKESH THAKKAR	Director	Independent	01/04/2024
6. 07760812	SANDEEP DUBEY	Director	Independent	23/07/2024
7. 08094297	ADITYA SHARMA	Director	Independent	10/03/2025
8. 10594233	SHIKSHA SHARMA	Director	Independent	10/03/2025
9. 10597923	RUCHIKA GUPTA	Director	Independent	10/03/2025

Note*;

I. Changes In Composition of Board of Directors;

a) During the year, Mr. N1KUNJ MAHENDRABHAI KANABAR (DIN: 10481368) and Mr. VIJAY MUKESH THAKKAR (DIN: 10227101) were appointed as Non-Executive Independent Directors with effect from 1^st April 2024 and subsequently resigned after the conclusion of the financial year 2024-25, effective from 26™ May 2025.

b) During the year, Mrs. TRUPTI RITEN KALSARIYA (DIN: 10226827) was appointed as a Non- Executive Independent Director with effect from 1^st April 2024 and resigned from the position with effect from 22^ND July 2024.

c) During the year, Mr. SANDEEP DUBEY (DIN: 07760812) was appointed as a Non-Executive Independent Director with effect from 23^rd July 2024 and resigned from the position with effect from 9^th June 2025, following the conclusion of the financial year 2024-25.

d) During the year Mr. ADITYA SHARMA (DIN: 08094297); Mrs. SHIKSHA SHARMA (DIN: 10594233) and Ms. RUCHIKA GUPTA (DIN: 10597923) was appointed as a Non-Executive Independent Director with effect from 10^th March 2025.

II. Changes in KMP:

a) During the year, Mrs. SADAF SAIYED stepped down as the Chief Financial Officer (CFO) of the company with effect from 15TH June 2024, and Mr. ANSHUL GARG was appointed as the new CFO with effect from the same date.

b) During the year, Ms. KUNIKA KHANDELWAL ceased to hold the position of Company Secretary of the Company with effect from 15^th August 2024.

c) Subsequently, Ms. SH1VANI ASH1SH MISHRA was appointed as the Company Secretary and Compliance Officer with effect from 16™ August 2024 and resigned from the position with effect from 30™ November 2024.

d) Thereafter, Mrs. VARSHA SHARMA was appointed as the Company Secretary with effect from 10^th January 2025 and resigned after the conclusion of the financial year 2024-25, with effect from 31^st May 2025.

e) Following the closure of the financial year 2024-25, Mrs. RITU JAIN was appointed as the Company Secretary and Compliance Officer of the Company with effect from 1^st June 2025.

III. Retirement by Rotation & Re-Appointment of Director:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the

Company, Mrs. Shehnaj (DIN: 10437336) Director of the Company, whose period of office is liable to

to retire by rotation under section 152 of the Companies Act will retire at ensuing the Annual General Meeting. She is eligible for re-appointment and offered herself for re-appointment. The Board recommends her re-appointment to the members at the ensuing Annual General Meeting and the shareholders are requested to consider her re-appointment on the board

10. MEETINGS:

Board Meetings;

During the Financial Year 2024-2025, the Company held 18 board meetings of the Board of Directors as per Section 173 of the Companies Act, 2013. The provisions of the Companies Act, 2013 were adhered to while considering the time gap between two meetings.

The detail of board meeting held during the financial year 2024-25 were given below: -

Sr. No. Date of Meeting	Total Number of Members entitled to attend meeting	Attendance
		Number of members attended	% of total shareholding
1. 01/04/2024	3	3	100%
2. 30/05/2024	6	6	100%
3. 01/06/2024	6	6	100%
4. 15/06/2024	6	6	100%
5. 22/07/2024	5	5	100%
6. 23/07/2024	6	6	100%
7. 29/07/2024	6	6	100%
8. 30/07/2024	6	6	100%
9. 31/07/2024	6	6	100%
10. 16/08/2024	6	6	100%
11. 17/08/2024	6	6	100%
12. 28/11/2024	6	6	100%
13. 30/11/2024	6	6	100%
14. 10/01/2025	6	6	100%
15. 15/02/2025	6	6	100%
16. 01/03/2025	5	5	100%
17. 04/03/2025	6	6	100%
18. 19/03/2025	9	6	66.66%

Extra Ordinary General Meeting:

As per Section 100 of Companies Act, 2013, the Company had held three Extra Ordinary General Meeting for the financial year 2024-2025 as on:

First, held on 25™ day of April 2024 to consider and approve the appointment of KANABAR NIKUNJ MAHENDRABHAI (DIN: 10481368); VIJAY MUKESH THAKKAR (DIN: 10227101) and TRUPTI R KALSARIYA (DIN: 10226827) as the Non-Executive Independent Director of the company.

Second held on 10TH day of March 2025 to consider and approve the appointment of Independent Director Mr. ADITYA SHARMA, Mrs. RUCHIKA and Mrs. SHIKASHA SHARMA and

Third one was held on 29/03/2025 to consider and approve the appointment of M/s BAKLIWAL find Co. as a statutory auditor of the company under casual vacancy.

Annual General Meeting:

The Annual General Meeting for the financial year 2023-2024 was held on 23/07/2024.

Meeting of Independent Directors

In compliance with Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015, a separate meeting of the Independent Directors was held on November 28^th, 2024, without the presence of Executive or Non-Independent Directors. All the Independent Directors were present at the Independent Directors meeting.

The meeting reviewed:

• Performance of Non-Independent Directors and the Board as a whole,

• Performance of the Chairperson,

• Quality, quantity, and timeliness of information flow between the management and the Board.

All Independent Directors attended the meeting. The composition of the meeting was as follows:

Name	Position	Category
Mr. Vijay Mukesh Thakkar	Chairman	Non-Executive Independent Director
Mr. Sandeep Avdhesh Dubey	Member	Non-Executive Independent Director
Mr. Kanabar Nikunj Mahendrabhai	Member	Non-Executive Independent Director

Familiarization Program for Independent Directors

The Company conducts structured induction and orientation sessions for new Directors to familiarize them with the business operations, strategic priorities, industry dynamics, and their roles and responsibilities.

Declaration by Independent Directors

The provisions of Section 149 relating to the appointment of Independent Directors are applicable to the Company.

Furthermore, the requirements under Section 134(3)(d) read with Section 149(6) regarding the statement of declaration by Independent Directors are also applicable to the Company.

Pursuant to Section 149(6) of the Companies Act, 2013, Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014, and Regulation 16(l)(b) of the SEBI (LODR) Regulations, 2015, all Independent Directors have confirmed that:

• They meet the criteria of independence.

• They are not disqualified from continuing as Independent Directors.

• They have complied with the Code of Conduct and other regulatory obligations.

These declarations have been duly noted and taken on record by the Board.

Boards Opinion on Integrity, Expertise and Experience of Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013 read with applicable Rules and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors hereby affirms that in its opinion, the Independent Directors appointed during the year possess the highest standards of integrity and demonstrate the requisite expertise, experience, and proficiency required to discharge their roles and responsibilities effectively. The Board further confirms that the Independent Directors bring with them rich experience in their respective fields, which adds significant value to the deliberations and decision-making processes of the Company.

The salient features of the policy and changes therein, if any, along with the web address of the policy, is https://peshwawheat.com/

11. COMMITTEES OF THE BOARD:

A. AUDIT COMMITTEE

The composition of the Audit Committee and terms of reference are in compliance with the provisions of Section 177 of the Act. All members of the Committee are financially literate and have accounting or related financial management expertise.

The Terms of reference broadly includes the following:

i. the recommendation for appointment, remuneration and terms of appointment of auditors of the company;)

ii. review and monitor the auditors independence and performance, and effectiveness of audit process;

iii. examination of the financial statement and the auditors report thereon;

iv. approval or any subsequent modification of transactions of the company with related parties;

v. scrutiny of inter-corporate loans and investments;

vi. valuation of undertakings or assets of the company, wherever it is necessary;

vii. evaluation of internal financial controls and risk management systems;

viii. monitoring the end use of funds raised through public offers and related matters.

Board has constituted the Audit Committee vide Board Resolution dated July 23, 2024 which was in accordance with Section 177 of the Companies Act, 2013. The audit committee comprises of:

NAME OF THE MEMBER	NATURE OF DIRECTORSHIP	DESIGNATION IN COMMITTEE
Sandeep Avdhesh Dubey	Non-Executive Independent Director	Chairperson
Vijay Mukesh Thakkar	Non-Executive Independent Director	Member
Rahat Ali Saiyed	Chairman and Managing Director	Member

Further meeting has been reconstituted as on 19™ DAY OF MARCH 2025 and the Audit Committee consists of the following members as on 31^#t March 2025:

NAME OF THE MEMBER	NATURE OF DIRECTORSHIP	DESIGNATION IN COMMITTEE
Aditya Sharma	Non-Executive Independent Director	Chairperson
Shiksha Sharma	Non-Executive Independent Director	Member
Ruchika Gupta	Non-Executive Independent Director	Member
Shehnaj	Non-Executive Director	Member

During the year under review, the Audit Committee met three time namely on 26/07/2024; 11/11/2024 and 01/03/2025.

All the recommendations of the Audit Committee were accepted by the Board during the year under review.

B. NOMINATION AND REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration Committee and terms of reference are in compliance with the provisions of Section 178 of the Act.

The Nomination and Remuneration Policy of the Company contains the guidelines on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3).

Board has constituted the Nomination and Remuneration Committee vide Board Resolution dated July 23, 2024 which was in accordance with Section 177 of the Companies Act, 2013. The Nomination and Remuneration Committee comprises of:

NAME OF THE MEMBER	NATURE OF DIRECTORSHIP	DESIGNATION IN COMMITTEE
Sandeep Avdhesh Dubey	Non-Executive Independent Director	Chairperson
Vijay Mukesh Thakkar	Non-Executive Independent Director	Member
Shehnaj	Non-Executive Director	Member

Further meeting has been reconstituted as on 19TH DAY OF MARCH 2025 and the Nomination and Remuneration Committee consists of the following members as on 31ST^t March 2025:

NAME OF THE MEMBER	NATURE OF DIRECTORSHIP	DESIGNATION IN COMMITTEE
Shiksha Sharma	Non-Executive Independent Director	Chairperson
Aditya Sharma	Non-Executive Independent Director	Member
Ruchika Gupta	Non-Executive Independent Director	Member

During the year under review, the Nomination and Remuneration Committee met three time namely on 30/11/2024; 04/01/2025 and 15/02/2025.

The Nomination and Remuneration Policy is available on the website of the company at https: / / peshwawheat. com /

C. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The roles and responsibilities of the CSR Committee include formulation and recommendation of Corporate Social Responsibility policy to the Board, recommending the amount to be incurred for CSR activities, instituting a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company, and monitor the CSR policy from time to time.

Board has constituted the Corporate Social Responsibility vide Board Resolution dated July 23, 2024 which was in accordance with Section 177 of the Companies Act, 2013. The CSR Committee comprises of:

NAME OF THE MEMBER	NATURE OF DIRECTORSHIP	DESIGNATION IN COMMITTEE
Vijay Mukesh Thakkar	Non-Executive Independent Director	Chairman
Sandeep Avdhesh Dubey	Non-Executive Independent Director	Member
Rahat Ali Saiyed	Chairman and Managing Director	Member

Further meeting has been reconstituted as on 19™ DAY OF MARCH 2025 and the Corporate Social Responsibility Committee consists of the following members as on 31^st March 2025:

NAME OF THE MEMBER	NATURE OF DIRECTORSHIP	DESIGNATION IN COMMITTEE
Ruchika Gupta	Non-Executive Independent Director	Chairman
Shehnaj	Non-Executive Director	Member
Rahat Ali Saiyed	Chairman and Managing Director	Member

During the year under review, the CSR Committee met once on 26/07/2024.

D. STAKEHOLDERS RELATIONSHIP COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act, the Company has constituted a Stakeholders Relationship Committee to look into the mechanism of Redressal of grievances of shareholders, debenture holders and other security holders.

The Committee primarily focuses on:

• Reviewing and redressing complaints relating to transfer/transmission of shares, issue of duplicate share certificates, non-receipt of dividend, and other related matters;

• Monitoring investor complaints received and ensuring timely resolution;

• Overseeing measures taken for effective exercise of voting rights by shareholders; and

• Ensuring proper co-ordination between the Registrar & Share Transfer Agent and the Company in resolving investor grievances.

Board has constituted the Stakeholders Relationship Committee vide Board Resolution dated July 23, 2024 which was in accordance with Section 177 of the Companies Act, 2013. The Stakeholders Relationship Committee comprises of:

NAME OF THE MEMBER	NATURE OF DIRECTORSHIP	DESIGNATION IN COMMITTEE
Vijay Mukesh Thakkar	Non-Executive Independent Director	Chairman
Sandeep Avdhesh Dubey	Non-Executive Independent Director	Member
Rahat Ali Saiyed	Chairman and Managing Director	Member

Further meeting has been reconstituted as on 19™ DAY OF MARCH 2025 and the Stakeholders Relationship Committee consists of the following members as on 31^#t March 2025:

NAME OF THE MEMBER	NATURE OF DIRECTORSHIP	DESIGNATION IN COMMITTEE
Aditya Sharma	Non-Executive Independent Director	Chairperson
Mrs. Sadaf Saiyed	Whole time Director	Member
Rahat Ali Saiyed	Chairman and Managing Director	Member

The Committee is duly constituted as on 31^#t March 2025 with Mr. AD1TYA SHARMA as Chairperson and Mrs. SADAF SAIYED and Mr. RAHAT ALI SAIYED as members.

During the year under review, the Committee met once on 28/11/2024 and all members were present. The Company has not received any material complaint from the shareholders during the year, and all investor grievances have been duly resolved to the satisfaction of stakeholders.

12. CORPORATE SOCIAL RESPONSIBILITY

The Company discharges its Corporate Social Responsibility obligations through publicly registered Implementing Agencies towards supporting projects as prescribed under Schedule VII of the Companies Act, 2013, in line with the Corporate Social Responsibility Policy of the Company.

The Board of Directors has approved the CSR Policy of the Company as formulated and recommended by the CSR Committee, which is available on the website of the Company at https:/ / peshwawheat.com/

Further, the Annual Report on CSR activities, for the year under review, in the prescribed format, as required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) and Rule 9 of the Companies (Accounts) Rules, 2014 is furnished in "Annexure- I."

12. CORPORATE SOCIAL RESPONSIBILITY

The Company discharges its Corporate Social Responsibility obligations through publicly registered Implementing Agencies towards supporting projects as prescribed under Schedule VII of the Companies Act, 2013, in line with the Corporate Social Responsibility Policy of the Company.

The Board of Directors has approved the CSR Policy of the Company as formulated and recommended by the CSR Committee, which is available on the website of the Company at

https://peshwawheat.com/

Further, the Annual Report on CSR activities, for the year under review, in the prescribed format, as required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) and Rule 9 of the Companies (Accounts) Rules, 2014 is furnished in "Annexure- I."

13. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company in accordance with the provisions of Section 177 (9) of the Act has established a robust Vigil Mechanism Policy for Directors and employees to report genuine concerns to the management viz, instances of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy and assist the Audit Committee. The Directors and employees are encouraged to come forward and express his/her concern(s) without fear of punishment or unfair treatment.

The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is available on the website at https://peshwawheat.com/

14. RISK MANAGEMENT POLICY:

Your Company believes that managing risks helps in maximizing returns. The Company has formally adopted a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure. The Company has a risk management framework in place for identification, evaluating and management of risks. In line with your Companys commitment to deliver sustainable value, this framework aims to provide an integrated and organized approach for evaluating and managing risks. The Audit Committee periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

15. PARTICULARS OF EMPLOYEES:

In alignment with the principles of Diversity, Equity, and Inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025.

• Male Employees: 15

• Female Employees: 3

• Transgender Employees: 0

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

16. BOARD EVALUATION:

The provision of section 134(3)(p) read with Rule 8(4) of The Companies (Accounts) Rules, 2014 relating to board evaluation is not applicable to the company.

17. REMUNERATION POLICY:

The provisions of Section 178(3) of the Companies Act, 2013, relating to the formulation of a Remuneration Policy by the Nomination and Remuneration Committee are applicable to the Company. However, the Company ensures that the remuneration paid to the Directors and Key Managerial Personnel (if any) is in accordance with the provisions of the Act and commensurate with their qualifications, experience, responsibilities, and performance.

18. REGISTRAR AND SHARE TRANSFER AGENT:

The Company is required to appoint a Registrar and Share Transfer Agent.

The Company has appointed Maashitla Securities Private Limited as its Registrar and Share Transfer Agent (RTA) to handle all share registry work, both in physical and electronic form.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

During the period under review, there are no shares in the demat suspense account or unclaimed suspense account.

19. DETAILS OF EMPLOYEE STOCK OPTIONS:

The Company does not have any Employee Stock Option Scheme/ Plan.

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

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

21. AUDITORS:

The Auditors, M/S BAKLIWAL & CO., Chartered Accountant, (FRN No. 130381W), has been appointed as the Statutory Auditors of the company for the financial year ended on 31^st March 2025 in the Extra Ordinary General Meeting, held to fill the casual vacancy caused by the resignation of previous auditor, to hold office till the conclusion of the Annual General Meeting.

Subject to the consent of the Shareholders in the ensuring Annual general Meeting, M/S BAKLIWAL & CO , Chartered Accountant, (FRN No. 130381W), shall be appointed as Statutory Auditors of the company for a period of Five consecutive years from the conclusion of the said Annual General meeting until the conclusion of the Annual general Meeting to be held in the year 2030 and the Board of Directors of the company be and are hereby authorized to fix such remuneration as may be determined in consultation with the auditors.

22. AUDITORS REPORT:

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

23. MAINTENANCE OF COST RECORDS AND DISCLOSURE ABOUT COST AUDIT:

The maintenance of cost records is not applicable on the company for the FY 2024-25 and Cost Audit is not applicable to the products/ business of the Company for the F.Y. 2024-25.

24. SECRETARIAL AUDIT REPORT:

The requirement of obtaining a Secretarial Audit Report from the Practicing Company Secretary is not applicable to the Company.

25. INTERNAL AUDIT* CONTROLS:

At the beginning of each financial year, an audit plan is rolled out with approval of the Companys Audit Committee. The plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. Based on the reports of internal audit, process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions are periodically presented to the Audit Committee of the Board.

26. REPORTING OF FRAUDS BY AUDITORS:

For the Financial year 2024-2025, the Statutory Auditor has not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate internal control system commensurate with the size and nature of its business. The Internal Auditors reviews the efficiency and effectiveness of these systems and procedures. The Internal Auditors submit their Report periodically which is placed before and reviewed by the Audit Committee. Based on the report of the internal auditors, respective departments undertake corrective action in their respective areas and thereby strengthen the controls. During the year, no reportable material weakness in the design or operation of internal control system and their adequacy was observed.

28. MATERIAL CHANGES AND COMMITMENTS. IF ANY. 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:

No Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.

29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IW FUTURE: (Not Applicable)

30. WEB LINK OF ANNUAL RETURN:

The web address of the company is https://peshwawheat.com/ .

31. DEPOSITS:

The Company has neither accepted/invited any deposits from the public nor defaulted in repayment of deposits during the period within the meaning of Section 73 of the Companies Act, 2013.

32. DETAILS OF MONEY ACCEPTED FROM DIRECTOR:

During the period under review, the Company has accepted money in the form of secured/unsecured loan from the director and/or relative of the director of the Company amounting to Rs. 1291.84/- and the director and/or relative had given declaration that the amount of loan given to the company was not out of borrowed funds. Accordingly, the outstanding balance of Loan from Directors and/or Relatives as on 31st March 2025 is Rs. 26.87/-.

33. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:

There are no such transactions during the year.

34. DOWNSTREAM INVESTMENT

The Company neither have any Foreign Direct Investment (FDI) nor invested as any Downstream Investment in any other Company in India.

35. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/ arrangements/transactions entered by the Company during the financial year with related parties were on an arms length basis and in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013.

There are no materially significant related party transactions made by the Company with Promoters, Directors or 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.

The detail of contracts/ arrangements/ transactions with related parties which could be considered as material are being reported in Form AOC-2 as Annexure II.

Details of Related Party Transactions as required to be disclosed by Accounting Standard (AS-18) in "Related Party Disclosures" specified under Section 133 of the Act read with the rules thereunder, are given in Standalone Audited Financial statements of the company for year ending 31.03.2025.

36. CORPORATE GOVERNANCE CERTIFICATE: (Not Applicable)

37. MANAGEMENT DISCUSSION AND ANALYSIS: (Not Applicable)

38. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL! ACT. 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act, 2013 and an Interned Complaints Committee has been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees, etc.) are covered under this policy.

Your Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment, or no complaint (s) / case (s) is pending with the Company during the year under review.

a. number of complaints of sexual harassment received in the year - NIL

b. number of complaints disposed off during the year - NIL

c. number of cases pending for more than ninety days - NIL

39. COMPLIANCE WITH THE MATERNITY BENEFIT ACT. 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of energy:

Particulars	Remarks
The steps taken or impact on conservation of energy	The Company is taking due care for using electricity in the office. The Company usually takes care for optimum utilization of energy.
The steps taken by the company for utilizing alternate sources of energy
The capital investment on energy conservation equipments

(b) Technology absorption:

Particulars	Remarks
The efforts made towards technology absorption	NA
The benefits derived like product improvement, cost reduction, product development or import substitution	NA
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	NA
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and the expenditure incurred on Research and Development	NA

(c) Foreign exchange earnings and Outgo:

• Foreign Exchange Gain/ Loss	Nil
• Export Sales/Service realized in Foreign Currency	Nil
• Foreign outgo	Nil

41. SECRETARIAL STANDARDS:

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

42. HUMAN RESOURCES:

Company treats its "Human Resources" as one of its most important assets. Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Company thrust is on the promotion of talent internally through job rotation and job enlargement.

43. 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. (Although this point is not applicable as the company is not a listed company.)

(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.

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

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).

45. LISTING WITH STOCK EXCHANGES: (Not Applicable)

46. APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 20161 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year, the company did not have any proceeding pending under the insolvency and bankruptcy code, 2016 (31 of 2016).

47. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year, the company has not made any one-time settlement of loan from bank or financial institutions.

48. OTHER DISCLOSURES:

• There was no commission paid by the company to its managing director or whole-time directors, so no disclosure required in pursuance to the section 197(14) of The Companies Act, 2013.

• Note on Draft Red Herring Prospectus (DRHP):

During the year, the Company filed ita Draft Red Herring Proapectua (DRHP) with the Securities and Exchange Board of India (SEBI) and the concerned Stock Exchanges in connection with its proposed Initial Public Offering (IPO). Subsequently, the Company withdrew the said application and at one event it was revert by authority.

49. ACWOWWPQEMENT*

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

The Board gratefully acknowledges the unwuvcring commitment und support of employees and key stakeholders, including banking partners, shareholders, and government authorities, which have been instrumental to the Companys sustained growth.

For and on behalf of the Board of Directors of PESHWA WHEAT LIMITED	SADAF SAIYED
RAHAT ALI SAIYED	WHOLE-TIME DIRECTOR
MANAGING DIRECTOR	DIN: 10437337
DIN:10437335
Place: Indore
Date:08/09/2025