Pratik Panels Ltd Directors Report

To,

The Members,

PRATIK PANEL LIMITED

Your directors have great pleasure in presenting 35^th ANNUAL REPORT along with the Audited Balance Sheet and Profit and Loss Account, for the period ended 31^st March, 2024.

1. FINANCIAL RESULTS

The financial Results are briefly indicated below:

2. FINANCIAL PERFORMANCE

During the year under consideration, your company has incurred a profit of Rs. 46,97,802/- as against profit of Rs. 46,97,802/- incurred in the previous Financial Year.

3. 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..

4. SHIFTING OF REGISTERED OFFICE

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

5. CHANGE IN NATURE OF BUSINESS

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

6. 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.

7. 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.

8. DIVIDEND AND TRANSFER TO RESERVES

In view of the accumulated losses of the Company, your directors do not recommend any dividend for the year 2023-24 and no amount has been transferred to Reserve during the year 2023-24.

9. DEPOSIT

During the year under review, your Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Companies Act, 2013.

10. 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.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there is no change in directors and KMP of the Company. During the year, Mr. Pankaj Mishra (DIN: 03604391) who was liable to retire by rotation during the year, being eligible for re-appointment offers herself for re-appointment, be and is hereby was re-appointed as a Director of the company.

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.

12. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from both 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.

13. 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, 2024, is uploaded on our website https://www.pratikpanels.com/.

14. 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.

15. 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.

16. CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 pertaining to Corporate Social Responsibility is not applicable to the Company for the financial year 2023-24.

17. 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 Directors 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.

18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

19. 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.

20. 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".

21. 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.

22. 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.

23. INTERNAL FINANCIAL CONTROL

Your Company has Internal Control system to ensure an effective internal control environment that provides assurance on the efficiency of conducting business, including adherence to the Companys policies, the safe guarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial disclosures.

24. 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.

25. ESTABLISHMENT OF VIGIL MECHANISM

The Company has a Vigil Mechanism to deal with the instances of fraud and mismanagement, if any. The Vigil Mechanism Policy had been recommended by the Audit Committee and thereafter approved and adopted by the Board of Directors of the Company. The vigil mechanism is available on the Companys website at www.pratikpanels.com

26. 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 Board had appointed M/s. HSPN & Associates LLP, Practising Company Secretaries, to conduct Secretarial Audit for the financial year 2024-24. The Secretarial Audit Report for the financial year ended 31st March, 2023 is annexed herewith as "Annexure IV".

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. R. Shah & co, Chartered Accountants (Firm Registration No. 502010C)., 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.

28. 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 as the Company has not carried out any business activity during the year.

29. CAPITAL:

Company in its extra-ordinary general meeting held on 17^th March, 2023 passed special resolution for allotting 6,50,00,000 equity shares to public category of shareholders on preferential basis and passed ordinary resolution for increasing its authorised capital from Rs. 4,50,00,000 (Rupees Four Crore Fifty Lakhs Only) divided into 4,50,00,000 (Four Crore Fifty Lakhs) Equity Shares Rs.1/- each to Rs. 7,50,00,000 (Rupees Seven Crore Fifty Lakhs Only) divided into 7,50,00,000 (Seven Crore Fifty Lakhs) Equity Shares Rs.1/- each ranking pari passu in all respect with existing equity shares of the company.

Pursuant to Shareholders approval & in-principal approval granted by BSE, Board in its meeting held on 29^th March, 2023 has allotted 3,52,50,000 (Three Crore Fifty-Two Lakhs Fifty Thousand) equity shares of Rs.1 to public category of shareholders pursuant to special resolution passed in Extra-Ordinary General Meeting held on 17^th March, 2023. However, Company has obtained listing approval on 23^rd June, 2023 and trading approval on 17^th July, 2023. Pursuant to Shareholders approval & in-principal approval granted by BSE, Board in its meeting held on 31^st March, 2023 has allotted 2,47,50,000 (Two Crore Forty-Seven Lakhs Fifty Thousand) equity shares of Rs.1 to public category of shareholders pursuant to special resolution passed in Extra-Ordinary General Meeting held on 17^th March, 2023. However,

Company has obtained listing approval on 12^th July, 2023 and trading approval on 21^st July, 2023.

30. REGISTRAR & SHARE TRANSFER AGENT:

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

31. 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 Two Independent non-executive Director and One Non-Executive Director:

b) The Nomination and Remuneration Committee consists of the following members Two Independent non-executive Director and One Non-Executive Director:

c) The Stakeholders Relationship Committee consists of the following members Two Independent non-executive Director and One Non-Executive Director:

32. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

33. 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.