Pratik Panels Ltd Directors Report

To, The Members,

PRATIK PANEL LIMITED

Your directors have great pleasure in presenting 36^th ANNUAL REPORT along with the Audited Balance Sheet and Profit and Loss Account, for the period ended 31^st March, 2025.

1. FINANCIAL RESULTS

The financial Results are briefly indicated below:

PARTICULARS	YEAR ENDED (in Lakhs)
	31.03.2025	31.03.2023
Total Income	334.11	283.53
Gross Profit/(Loss) before Interest & Extraordinary Item	25.59	46.98
Less: Interest & Finance charges	0	0
Less: Extraordinary Item	0	0
Profit/(Loss) before Tax	25.59	46.98
Less: Provision for Income Tax	0	0
Add: Provision for Deferred tax	0	0
Profit/(Loss) after Tax	25.59	46.98

2. FINANCIAL PERFORMANCE

During the year under consideration, your company has incurred a profit of Rs. 25.59/- lakhs- as against profit of Rs. 49.98/- lakhs incurred in the previous Financial Year.

3. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is a Part of Annual Report. Consolidated Financial Statement is not applicable to the Company.

4. OPERATIONS & STATE OF AFFAIRS OF THE COMPANY

During the year, the company was engaged in trading in metal scrap, coals, graphite electrodes & other industrial inouts. However, as and when any surplus funds are available, the same is given on interest to other parties and also invested in shares and securities to earn short term and long term capital gains.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.

6. SHIFTING OF REGISTERED OFFICE

During the year under review, Company has not shifted its registered office address.

7. CHANGES IN SHARE CAPITAL

During the year there is no change in authorised capital, paid-up and subscribed capital.

Disclosure regarding issue of equity shares with differential rights

All the equity shares issued by the Company carry similar voting rights and the Company has not issued any equity shares with differential voting rights during the financial year under review.

Buy Back Of Securities

The Company has not bought back any of its securities during the financial year under review.

Sweat Equity

The Company has not issued any Sweat Equity Shares during the financial year under review.

Bonus Shares

No Bonus Shares were issued during the financial year under review.

Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees during the financial year.

8. CHANGE IN NATURE OF BUSINESS

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

9. CONSOLIDATION OF ACCOUNTS OF SUBSIDIARY COMPANY

Since the Company does not have any subsidiary, there is no requirement for consolidation of account and to provide statement containing the salient features of the financial statement of the subsidiary.

10. DETAILS OF NEW SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the Financial Year, no Company became or ceased to be the Subsidiary, Joint Venture or Associate Company.

11. DIVIDEND AND TRANSFER TO RESERVES

In view of the accumulated losses of the Company, your directors do not recommend any dividend for the year 2024-25 and no amount has been transferred to Reserve during the year 2024-25.

12. DEPOSIT

The Companys internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company "To be the most sustainable and competitive Company in our industry". The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and their significant audit observations and follow up actions thereon are reported to the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

13. DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT:

During the year under review, the Company has not accepted any deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there are no such non-compliant deposits to report.

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT

There is no occurrence of material change and commitment made between the end of the financial year and date of this report which has affected the financial position of the company. In board meeting held on 1^st September, 2022 board had passed resolution for reclassification of its Promoters/Promoters Group from "Promoter" category to "public category. Company has filed the application for re-classification of its Promoters/Promoters Group from "Promoter" category to "public category on 19^th September, 2022 to Bombay Stock Exchange and said application has been approved by BSE vide its letter LIST/COMP/HN/36/2024-25 dated 22^nd April, 2024. During the year, Company had filed application for obtaining in-principle approval under Regulation 37 of SEBI (LODR) Regulations, 2015 for entering into a scheme of arrangement between Pratik Panels Limited ("First Transferor Company"/ "PRATIK")and Sangeeta Tex.Dyes Private Limited ("Second Transferor Company" / "SANGEETA")and Krishna Fancyfab Private Limited ("Third Transferor Company" / "KRISHNA")with Harit Industries Private Limited ("Transferee Company" / "HARIT")and their respective shareholders and creditors ("The Scheme") under section n 230 to 232 of and other applicable provisions of the companies act, 2013 and rules framed thereunder. However, The Board has on 11th June, 2024, decided not to proceed with the Scheme and approved withdrawal of the Scheme.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Board in its meeting held on 25^th March, 2025 accepted resignation of Mr. Nikhil Vishvambharlal Vyas (DIN: 09236861) and Mr.Piyush Subhash Upadhyay (DIN: 09243761) as Non- Executive Independent Directors of the Company. While, based on the recommendation of nomination & remuneration committee Board appointed Mr. Kiran Madhukar Devhare (DIN: 10890187) as Whole-Time Director of the Company w.e.f 25^th March, 2025. While, Mr. Kiran Madhukar Devhare resigned w.e.f 5^th September, 2025 as Whole-Time Director & CFO of the Company. Based on the recommendation of nomination & remuneration committee Board appointed Mr. Tejas Prashant More (DIN: 11003832), Mr. Krushna Shivaji Samrut (DIN: 11003856) and Mrs. Ashma Dilip Phadnis (DIN:07531338) as Additional Non-Executive Independent Director w.e.f 25^th March, 2025 subject to shareholders approval in the ensuing annual general meeting. Mr. Pankaj Chandrakant Mishra (DIN: 03604391) and Mrs. Devyani Pankaj Mishra (DIN: 00731043) resigned as Non-Executive Non- Independent Directors of the Company w.e.f 27^th March, 2025. Based on the recommendation of Nomination & Remuneration Committee Board appointed Mr. Kiran Madhukar Devhare as CFO of the Company w.e.f 1^st April, 2025. While, Board accepted resignation of Mr. Sarad Sundria as CEO and Mrs. Ankita Dhabhai as Company Secretary & Compliance Officer of the Company w.e.f 31^st March, 2025. Based on the recommendation of Nomination & Remuneration Committee Board appointed Mr. Ajay Singh Solanki as Company Secretary & Compliance Officer of the Company w.e.f 4^th April, 2025. Based on the recommendation of nomination & remuneration committee Board appointed Mr. Pratik Satish Patil (DIN: 08975756) as Whole-Time Director & CFO of the Company w.e.f 5^th September, 2025 None of the Directors of the Company are disqualified for being appointed and re-appointed as Directors in terms of Section 164 of the Companies Act, 2013.

16. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR

APPOINTMENT AND REMUNERATION.

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director. The policy on Companys Remuneration and Nomination is posted on Companys website at www.pratikpanels.com.

17. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the applicable provisions of section 149(6) of the Act.

18. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3) (a), the details forming part of the extract of the annual return as on March 31, 2025, is uploaded on our website https://www.pratikpanels.com/.

19. MEETINGS

The details of date of meetings of Board of Directors and its Committees along with the attendance of each director at the Meetings of the Board and Committees are annexed herewith as "Annexure III". The intervening gap between the Board meetings were within the period prescribed under the Companies Act, 2013 and the Secretarial Standard on Board Meetings issued by ICSI.

20. DIRECTORS RESPONSIBILITY STATEMENT

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: a) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no 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 Loss of the Company for the period; c) the directors had 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; d) the directors have prepared the annual accounts on a going concern basis; e) that proper internal financial controls were in place and that the financial controls were adequate and operating effectively. f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

21. CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 pertaining to Corporate Social Responsibility is not applicable to the Company for the financial year 2024-25.

22. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of fDirectors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Companys website at https://www.pratikpanels.com/finance_docs/Nomination%20and%20Remuneration%20Pol icy.pdf.

23. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans given, and investment made has been disclosed in the financial statements of the Company.

24. RELATED PARTY CONTRACTS

Particulars of contracts or arrangements with related parties referred in the section 188 (1) of the Companies Act, 2013 is prescribed Form AOC 2 is appended as "Annexure II". to the Board Report.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

As as required under Section 134(3) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, to the extent applicable is annexed herewith as "Annexure I".

26. FORMAL ANNUAL EVALUATION

The Company has devised a Policy for Performance Evaluation of Independent Directors, Board, Committees, and other individual Directors which include criteria for performance evaluation of the non executive directors and executive directors.

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its committees and individual Directors.

At a separate meeting of independent Director, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

28. INTERNAL FINANCIAL CONTROL

The Companys internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company "To be the most sustainable and competitive Company in our industry". The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and their significant audit observations and follow up actions thereon are reported to the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions..

29. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT, 2013.

Your directors state that during the year under review, there were no cases reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

30. ESTABLISHMENT OF VIGIL MECHANISM

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its

Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the

Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The said Policy is available on the website of the Company at www.pratikpanels.com. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

31. AUDITORS

Statutory Auditors

M/s. R Shah & Co, Chartered Accountants (FRN 502010C) were appointed as Statutory Auditors of the company, at the 32^nd Annual General Meeting held on 30^th September, 2021 for a period of 5 years to hold office till the conclusion of 37th Annual General Meeting to be held in the year 2026. However, M/s Shah & Co, Chartered Accountants (FRN 502010C) vide their letter dated 7^th August, 2024 have tendered their resignation as Statutory Auditors of the Company. Further, board appointed M/s. H L Saini & Co, Chartered Accountants (FRN 136961W) as Statutory Auditors of the Company on 9^th August, 2024 subject to shareholder approval in the ensuing annual general meeting. Board has received their consent & eligibility certificate consenting their appointment for a period of 5 from the ensuing annual general meeting till the annual general meeting to be held in the year 2029.

Secretarial Auditor

The Company has appointed M/s. HSPN And Associates LLP (Formerly known as HS Associates), Practicing Company Secretaries, as Secretarial Auditor of the Company to carry out the Secretarial Audit for the Financial Year 2024-2025 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Their report is appended to this Annual Report as Annexure IV to Directors Report.

Further, the Board has appointed M/s. HSPN & Associates LLP, Practicing Company Secretary to conduct Secretarial Audit of the Company for a period of 5 years i.e. from FY 2025-26 to 2029-30, subject to approval of the Members at the ensuing AGM.

Internal Auditors:

As per section 138 of the Companies Act, 2013, The company has appointed CA Sanjay Soni., Chartered Accountant (Firm Registration Number: 124901W), as internal auditor of the company for financial year 2024-25 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Companys policies and ensure statutory and other compliance through, periodical checks and internal audit and their report is reviewed by the Audit Committee from time to time.

Cost Auditors:

As per Section 148 read with Companies (Audit & Auditors) Rules, applicable to cost auditors, the company was not liable to appoint Cost auditors for the financial year 2024-25.

32. AUDITORS REPORT

Statutory Auditors Report

There are no qualifications or adverse remarks in the Statutory Auditors Report which require any explanation from the Board of Directors.

Reporting of fraud by the Auditor under Section 143(12) of the Companies Act, 2013

The Board of Directors state that M/s H L Saini & Co, Chartered Accountants (Firm Registration No. 136961W)., Statutory Auditors have not reported of any fraud involving any amount committed by the Company to the Central Government, Audit Committee or to the Board of Directors of the Company.

Secretarial Auditors Report

There are no qualifications or adverse remarks in the Secretarial Audit Report which require any explanation from the Board of Directors.

33. COST RECORDS:

The Company is not required to maintain Cost Records as specified by the Central Government under sub - section (1) of section 148 of the companies Act, 2013.

34. CORPORATE GOVERNANCE & ANNUAL SECRETARIAL COMPLIANCE REPORT AND DISCLOSURE OF RELATED PARTY TRANSECTIONS:

As per Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the compliance with the Corporate Governance provisions shall not apply in respect of the listed entity having paid up equity share capital not exceeding Rs. 10 Crores and Net Worth not exceeding Rs.25 Crores as on the last day of the Previous Financial Year. Since the Companys Paid up Equity capital and the

Net Worth fall below the limit mentioned above, compliance with Corporate Governance is not applicable to the Company. Accordingly, as per BSE clarification vide Circular LIST/COMP/12/2019-20 Companies to which the Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable, Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) (Amendments) Regulations, 2018 is also not applicable and not required to submit the Annual Secretarial Compliance Report as well as Disclosure of related party transaction on Consolidated basis under regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

35. PARTICULARS OF EMPLOYEES:

No details as required under section 197 (12) of the Companies Act 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been provided. The Directors of the Company do not draw any Remuneration.

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 is available on Companys website at www.pratikpanels.com.

36. REGISTRAR & SHARE TRANSFER AGENT:

During the year under review, there is no change in Registrar & Share Transfer Agent.

37. DISCLOSURE OF COMPOSITION OF COMMITTEES OF THE BOARD:

As per the applicable provisions of the Companies Act, 2013 and as per Listing Obligations & Disclosure requirements (LODR) Regulations, 2015, the company has three Committees of the Board. There are currently three Committees of the Board, as follows:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee a) The Audit Committee consists of the following members with three Independent non-executive Directors:

Sr. No.	Names Directors	Designation	Status
1.	Krushna Shivaji Samrut	Independent Director	Chairman/ Independent

 

2.	Tejas Prashant More	Independent Director	Independent/Member
3.	Asma Dilip Phadnis (upto 5th September, 2025)	Independent Director	Independent/Member

a) The Nomination and Remuneration Committee consists of the following members with three Independent non-executive Directors:

Sr. No.	Names Directors	Designation	Status
1.	Tejas Prashant More	Independent Director	Chairman/ Independent
2.	Krushna Shivaji Samrut	Independent Director	Independent/Member
3.	Asma Dilip Phadnis (upto 5th September, 2025)	Independent Director	Independent Director

a) The Stakeholders Relationship Committee consists of the following members with three Independent non-executive Directors:

Sr. No.	Names Directors	Designation	Status
1.	Krushna Shivaji Samrut	Independent Director	Chairman/ Independent
2.	Tejas Prashant More	Independent Director	Independent/Member
3.	Asma Dilip Phadnis (upto	Independent Director	Independent Director
	5th September, 2025)

38. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirm that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (SS-1 & SS-2) respectively as amended relating to Meetings of the Board and its Committees which have mandatory application and General Meeting.

39. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed and also discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Significant audit observations and follow up actions thereon are reported to the Audit Committee. In the opinion of the Board, there are no elements of risks threatening the existence of the Company.

40. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 do not mandate the Company to Sexual Harassment Redressal Mechanism within the Company, as there are no female employees in the Company. However, as required the following is the details of complaints received and resolved during the year:

Number of complaints of sexual harassment received in the year;	Number of complaints disposed off during the year	Number of cases pending for more than ninety days
NIL	NIL	NIL

41. INSOLVENCY AND BANKRUPTCY CODE:

During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 hence the requirement to disclose the details of application made or proceeding pending at the end of financial year is not applicable.

42. DISCLOSURE UNDER RULE 8(5)(XII) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

During the year, there were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions. The requirement to disclose the details of difference between amount of valuation done at the time of onetime settlement and valuation done while taking loan from the Banks and Financial Institutions along with the reasons thereof is also not applicable.

43. DISCLOSURE UNDER THE MATERNITY BENEFITS ACT, 1961:

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961, which ensures maternity benefits to women employees as per applicable law. During the financial year ended March 31, 2025, the provisions of the Act were applicable to the Company; however, no instances arose wherein maternity benefits were availed by any woman employee of the Company as the Company does not have any female Employee. The Company remains committed to providing a safe, inclusive, and supportive work environment for all employees, in line with applicable laws and best practices.

44. OTHER DISCLOSURES:

The Company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

45. ENHANCING SHAREHOLDER VALUE:

Your company firmly believes that its success, the market place and a good reputation are among the primary determinants of value to the shareholder. The organizational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services.

46. ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the continued support and cooperation received from various customers, banks, employees and other stakeholders of the company.

47. CAUTIONARY STATEMENT:

The statements contained in the Boards Report contain certain statements relating to the future and therefore, are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

	FOR PRATIK PANELS LIMITED
	Sd/-
	PRATIK SATISH PATIL
	WHOLE-TIME DIRECTROR & CHAIRMAN
DATE: 5th September, 2025.	DIN: 08975756
PLACE: Thane