Your directors feel pleasure in presenting the 31^st Annual Report together with Audited
Annual Accounts of Pact Industries Limited for the year ended 31^st March, 2024.

FINANCIAL RESULTS:

The summary of the financial performance of the Company for the financial year ended
March 31,2024 compared to the previous year ended March 31,2023 is given below:

1. STATE OF COMPANY'S AFFAIRS:

Total Revenue from Operation for the year is Rs. 650.54 Lakhs as compared to Rs.
2294.38 Lakhs of previous year. The Net Profit (Loss) for the year ended 31.03.2024 is
(Rs. 516.28 Lakhs) as compare to Net Profit (Loss) of (Rs. 102.54 Lakhs) for the
previous year.

2. TRANSFER TO RESERVE:

The company has not transferred profits to the reserves and surplus during the year
under review.

3. DIVIDEND:

In order to accumulate funds for future projects, your directors do not recommend any
dividend for the year under review.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND
PROTECTION FUND:

Since there were no unpaid/unclaimed Dividend and other amounts, as prescribed
under Sections 124 & 125 of Companies Act, 2013 lying with the company, therefore,
the provisions of above mentioned sections do not apply to the company.

5. 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 and commitments affecting the financial position of the company
have occurred between the end of the financial year and the date on which this report
has been signed except that the credit facility becomes NPA as declared by the bank
but the company is not declared as willful defaulter by any bank or financial institutions
or other lenders.

6. CHANGE IN THE NATURE OF BUSINESS:

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

7. SHARE CAPITAL:

During the year No equity shares were allotted to promoters or public.

7.1 BUY BACK OF SECURITIES:

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

7.2 SWEAT EQUITY:

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

7.3 BONUS SHARES:

No Bonus Shares were issued during the year under review.

7.4 EMPLOYEES STOCK OPTION PLAN:

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

8. FINANCE:

8.1 CASH AND CASH EQUIVALENT:

Cash and Cash equivalent as at 31^st March, 2024 is Rs. 3.21 Lakh. The Company
continues to focus on judicious management of working capital. Working Capital
parameters are kept under strict check through continuous monitoring.

8.2 DEPOSITS/ FIXED DEPOSITS:

During the year, Company has not accepted deposit from the public falling within the
ambit of Section 73 of Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014. Further, the Company has not repaid any deposit to public and
there are no deposits pending as on 31^st March, 2024.

9.3 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Detail of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes of Financial Statements.

9. BOARD:

The Company recognizes and embraces the importance of a diverse board in its
success. We believe that a truly diverse board will leverage differences in thought,
perspective, knowledge, skill, regional and industry experience, cultural and

geographical background, age, ethnicity, race and gender, which will help us, retain our
competitive advantage.

The changes in the Board of Directors of the Company during the Financial Year i.e.
01^st April, 2023 to 31^st March, 2024 are as follows:

1. Appointment of Mr. Eshaan Singh Takkar (Non-executive Director) w.e.f. 23.05.2023

2. Resignation of Mrs. Tanupreet Kaur as an Additional Non Executive Director w.e.f.
23.05.2023

The independent director Mrs Jasjeet Kaur has been exempted from passing the
proficiency test of the IICA and Mrs. Sushneet Kaur is yet to clear the proficiency test of
the IICA.

9.1 KEY MANAGERIAL PERSONNEL (KMP):

During the Financial Year 2023-24, The company did not have any company secretary
cum compliance officer during the year and the last company secretary Ms. Sharon
Arora had resigned on 30.03.2023.

9.2 NO. OF MEETINGS OF THE BOARD:

Seven meetings of the Board of Directors were held during the year. The details of
which are as following:

Details of the Meeting:-

The provisions of Companies Act, 2013 and Listing Regulations and SEBI (Listing
Obligations and Disclosure) Regulation, 2015 were adhered to while considering the
time gap between two meetings.

10. COMMITTEES OF BOARD:

The details regarding Committees of the Board of Directors of the Company are given
in the Report on Corporate Governance, which forms a part of this Report.

11. REMUNERATION POLICY AND BOARD EVALUATION:

Company has Nomination and Remuneration policy in place pursuant to Companies
Act, 2013 and SEBI (LODR) Regulation, 2015.

Independent directors in their meeting held on 14.02.2024, evaluated the performance
of the non independent director of the board including Managing Director. The minutes
of the meeting were placed before the board and board affirmed the same. The Board
has carried out an annual evaluation of its own performance, performance of its
Committees as well as the directors individually.

The details regarding process and criteria for evaluation are given in the Report on
Corporate Governance, which forms a part of this Report. The details pertaining to
remuneration as required under section 197(12) of the Companies Act, 2013 read with
rule 5(1) of the companies (appointment and remuneration of managerial personnel)
rules, 2014 is enclosed herewith as 'Annexure - A'

12. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director
under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013 and regulation
16(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.

13. CODE OF CONDUCT COMPLIANCE:

The declaration signed by the Managing Director affirming compliance with the Code of
Conduct by Directors and Senior Management, for the financial year ended March 31,
2024 is given in Report on Corporate Governance, which forms a part of this Report.

14. TRAINING OF INDEPENDENT DIRECTORS:

Every new independent director of the Board attends an orientation program. To
familiarize the new inductees with the strategy, operations and functions of our
Company, the executive directors / senior managerial personnel make presentations to
the inductees about the Company's strategy, operations, product, markets, organization
structure, finance, human resources, technology, quality, facilities and risk
management.

15. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submit its responsibility Statement:

a) in the preparation of the Annual Accounts for the Financial Year ended 31^st March,
2024 the applicable Accounting Standards have been followed along with proper
explanation relating to material departures if any;

b) the directors had selected such accounting policies and applied them consistently
and made judgement 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 had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively.

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.

16. AUDITORS:

16.1 STATUTORY AUDITORS:

M/s Parmod G Gupta & Associates, Chartered Accountants, was re appointed as as
statutory auditors of the Company, for a period of five years i.e. till the Annual General
Meeting to be held in 2028, by the Audit committee and the Board. They had confirmed
their eligibility

The auditors have not reported any fraud in its reports.

The Statutory Auditor had reported some observations:

• The company has suffered a loss during the current F.Y. for Rs. 516.28 Lakhs (Previous Year
Rs. 102.54 Lakhs), resulting in significant erosion of Net Worth.

• The account of the company has been classified as Non-Performing Asset by its banker namely
State Bank of India and subsequently recovery notices have been issued under relevant laws.

16.2 SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
M/s Bhambri & Associates (C.P No. 22626) was appointed as Secretarial Auditor of the
Company for the Financial Year 2023-2024. The Secretarial Audit Report is annexed
herewith as ‘Annexure - B’.

The Board of Directors of the Company has appointed M/s Bhambri & Associates,
Company Secretaries to undertake the secretarial audit of the company for the
Financial Year 2024-2025 and onwards.

The Secretarial Auditor in his report stated the following observations / qualifications:

1. The Company had not published the Financial Results in the newspaper for quarter ended 30.06.2023,
30.09.2023, 31.12.2023 and 31.03.2024 and also had not published the Notice of AGM in the newspaper.

2. The Company has not paid the Annual listing fee to the exchanges.

3. The Company has not sent notices of the Annual General Meeting to the Members of the company along
with annual report.

4. The Company has not made disclosure of the Accounts of the Company to be NPA by the Bank.

5. The Company had not implemented structural digital database requirement as per regulation 3(5) and (6) of
SEBI (PIT) Regulations 2015 in a delayed manner till 15.11.2023.

6. The Company has not maintained the website as per BSE circular under regulation 46.

7. The Company has not updated its website on a regular basis.

8. The following compliances were delayed by the company during the financial year and the penalty for which
is also pending to be paid to the stock exchanges.

Explanation / Comment from the Board:

1. The Company is of the opinion that the information is already being shared on all possible
channels.

2. The company has asked for delisting of securities from MSEI, however MSEI has not taken any
steps for the same.

3. The Management has said the emails were sent to the shareholders for such notice.

4. This is due to the resignation of the CS cum Compliance Officer who used to take care of all the
Compliances

5. For the SDD compliance, the Company is a small company in size of operations and lately the
Company has been in losses and cannot afford any liabilities and manpower. The MD has stated
that the Company being a small company, in losses is unable to opt for the software required with
a database.

6. The website maintenance could not be followed up regularly being a small scale company in
losses.

7. The website maintenance could not be followed up regularly being a small scale company in
losses.

8. The explanations are as under

Further the Secretarial Auditor reported that

• The accounts of the Company has been classified as NPA by the Bank as on 31.03.2024

• That the trading in the Scrip of the company has been suspended due to non-payment of ALF
dues

• The Company is in violation of SEBI & Exchange Regulations and the Company had not
implemented structural digital database requirement as per regulation 3(5) and (6) of SEBI (PIT)
Regulations 2015 till 15.11.2023.

Explanation / Comment from the Board:

• The company's operations have taken a hit and the company has not been able to perform due
to which the accounts have been classified as NPA.

• The Company has not paid Listing fee to MSEI and has raised a dispute and also its intention to
delist from MSEI but still the MSEI has been raising additional invoices for Annual Listing Fee.
This has caused the scrip of the company to be suspended, for which the company shall be filing
application for removal of the restriction.

• The Company is a small company in size of operations and lately the Company has been in
losses and cannot afford any liabilities and manpower. The MD has stated that the Company
being a small company, in losses is unable to opt for the software required with a database.

16.3 INTERNAL AUDITORS:

Mr. Bipin Bihari Singh performs the duties of internal auditor of the company and his
report is reviewed by the audit committee from time to time and has been re-appointed
for FY 2023-24 and onwards.

16.4 COST AUDITOR:

The Cost Audit was not applicable on the Company during the Financial Year 2023-24
as per Companies (Cost record & audit) Rules, 2014.

17. INTERNAL FINANCIAL CONTROLS:

The Board has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Company's policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information.

18. LISTING OF SECURITIES:

The Securities of the Company are listed on Bombay Stock Exchange Limited and
Metropolitan Stock Exchange of India Limited. The Company has not paid Annual
Listing Fees for the years Financial Year 2018-19, 2019-20, 2020-21, 2021-22, 2022¬
23, 2023-24 and 2024-25 and is in violation of SEBI & Exchange Regulations. The
Company has also not paid the fines/SOP fine imposed by the exchanges

19. COMMITTEES OF THE BOARD:

a) Audit Committee: The company had constituted Audit Committee of the
Company in compliance with provisions of Section 177 of the Companies Act, 2013
read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and
Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 by consisting following Members/Chairman:

All the Members of Audit Committee are financially literate and have accounting
knowledge to interpret and understand the financial statements. During the year under
review, the Audit Committee Members, met Five (5) times.

b) Nomination and Remuneration Committee: The company had constituted
Nomination and Remuneration Committee of the Company in compliance with
provisions of Section 178 of the Companies Act, 2013 read with Rule 6 of the
Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 19 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 by consisting
following Members/Chairman:

The Nomination and Remuneration Committee Members met Three (3) times on
01.04.2023, 23.05.2023 and 31.08.2023.

c) Stakeholder’s Relationship Committee: The company had constituted
Stakeholder Relationship Committee (SRC) of the Company in compliance with
provisions of Section 178 of the Companies Act, 2013 read with Rule 6 of the
Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 20 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 by consisting
following Members/Chairman:

The complaints received during the year, if any, were duly resolved. The Committee
meets as and when required, to deal with the investor related matters. The Stakeholder
Relationship Committee Members met once (1) time on 31.08.2023.

d) Risk Management Committee: The Company had constituted Risk
Management Committee in compliance with the provisions of Regulation 21 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 by consisting
following Members/Chairman:

No Risk Management Committee meeting was held during the year under review.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS:

There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company’s operations in future.

21. ANNUAL RETURN:

The Annual Return of the Company for the Financial Year 2022-2023 (Form MGT-7)
can be found on the website of the Company for which the link has been provided as
follows:

https://www.pactindustries.in/financial-reports/

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The company has set up vigil mechanism viz. Whistle Blower Policy to enable the
employees and directors to report genuine concerns, unethical behavior and
irregularities, if any, in the company noticed by them which could adversely affect
company's operations. The same is reviewed by the Audit Committee from time to time.
No concerns or irregularities have been reported till date. The details of the Whistle
Blower Policy is explained in the Corporate Governance Report and also posted on the
website of the Company.

23. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

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

24. RELATED PARTY TRANSACTIONS/ PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into with Related Parties as defined under the Companies Act,
2013 and Clause 23 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, during the financial year were in the ordinary course of business
and on an arms length pricing basis and do not attract the provisions of Section 188 of
the Companies Act, 2013. The materially significant transactions with related parties
during the financial year which were not in conflict with the interest of the Company.
Suitable disclosure as required by the Accounting Standards (AS18) has been made in
the notes to the Financial Statements. The report of the Board in respect of the
particular of contracts or arrangements with related parties referred to sub section (1) of
Section 188 in form AOC-2 is annexed to this report in Annexure- C.

25. CORPORATE GOVERNANCE:

Corporate Governance Regulations under SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015, are not applicable to the Company but still the company has
been doing some compliances on voluntary basis.

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

The Company has in place a prevention of sexual Harassment policy in line with the
requirements of the sexual Harassment of Women at the Workplace (prevention, prohibition
and Redressal) Act, 2013. During the year 2023-24 no complaints were received by the
Company related to sexual Harassment.

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

The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under section 134 (3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as “Annexure- D“.

28. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule, 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company is as follows:

The Composition of company constitutes One Executive Director (MD) only. No sitting fees have been
paid to any director during the Financial Year. The particulars of the employees who are covered by the
provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are:

The remuneration paid to Managing Director is 7,20,000/- per annum.

29. ONE TIME SETTLEMENT

During the period under review there has not been any OTS by the Company.

30. INSOLVENCY

During the period under review no application has been filed by or against the Company under
IBC for insolvency and nor any application is pending.

31. APPRECIATION AND ACKNOWLEDGEMENTS:

The company has been very well supported from all quarters and therefore your directors wish to place
on record their sincere appreciation for the support and co-operation received from Employees, Dealers,
Suppliers, Central and State Governments, Bankers and others associated with the Company. Your
Directors wish to thank the banks, financial institutions, shareholders and business associates for their
continued support and cooperation. We look forward to receiving the continued patronage from all

quarters to become a better and stronger company.

32. CAUTIONARY STATEMENT:

The statements contained in the Board's Report and Management Discussion and Analysis 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.

Date: 01.09.2024 By the Order of the Board

Place: Ludhiana For Pact Industries Limited.

Sd/- Sd/-

(Managing Director) (Non-Executive Director)

Harpreet Singh Eshaan Singh Takkar

DIN: 00570541 DIN: 07194501