Pan Electronics India Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors have pleasure in presenting their Forty second Annual Report and the Audited Financial
Statements for the financial year ended March 31,2025 together with the Independent Auditor''s Report.

[All amounts are in Lakh unless specified to this report excluding EPS]

1. FINANCIAL RESULTS:

Particulars	31-Mar-25	31-Mar-24
REVENUE
Revenue from operations	482.64	203.38
Other Income	0.61	0.32
Total Revenue	483.26	203.70
EXPENSES
Cost of Materials Consumed	434.36	146.65
Changes in inventories	5.89	-5.14
Employee benefit expenses	113.90	148.20
Finance costs	53.89	70.16
Depreciation and amortization	101.51	98.43
Other Expenses	147.98	109.42
Total Expenses	857.53	567.71
Profit/(loss) before exceptional
items and tax	-374.27	-364.01
Exceptional items	-	-
Profit/(loss) before tax Tax expense:	-374.27	-364.01
1. Current tax	-	-
2. Deferred tax Profit/(loss) for the period from	-	-
continuing operations	-374.27	-364.01
Profit/(loss) from discontinued
operations Tax expense of discontinued	-	-
operations	-	-
Profit/(loss) from discontinued
operations (after tax)	-	-
Profit/(loss) for the period	-374.27	-364.01
Other Comprehensive Income Items that will not be reclassified into profit and loss	-	-

-Actuarial (Loss)/Gain-Gratuity	-	1.66
Total Comprehensive Income and Other Comprehensive Income for the period	-374.27	-362.35
Earnings per equity share (for continuing operation) Weighted average no. of equity shares Basic (in Rs.)	-9.36	-9.10
Diluted (in Rs.)	-9.36	-9.10
Earnings per equity share (for continuing and discontinued operation) Basic (in Rs.)	-9.36	-9.10
Diluted (in Rs.)	-9.36	-9.10

2. BUSINESS OVERVIEW AND STATE OF AFFAIRS

During the year under review, the Company incurred a Net loss of Rs. 374.27 lakhs against a Net loss of
Rs. 362.35 lakhs in the previous year. There is no change in the nature of the business.

3. DIVIDEND

There is no dividend declared or paid during the year under report.

4. TRANSFER TO RESERVES

During the financial year the Company has not transferred any amount to General Reserves due to loss
incurred during the financial year.

5. SHARE CAPITAL

During the financial year there were no changes in the Authorized Share Capital and Paid-up share capital
of the Company.

As on March 31, 2025, the Authorized Share Capital of the Company was Rs. 10,00,00,000 (Rupees Ten
Crores) and the Paid-up Share Capital was Rs. 4,00,00,000/- (Rupees Four Crores only)

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report in terms of Regulation 34(2) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), is attached and
forms part of this Annual Report as "Annexure - I"

7. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

There are no subsidiaries, associates and joint ventures.

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

There have been no material changes and commitments, which affect the financial position of the
Company, that have occurred between the end of the financial year to which the financial statements relate
and the date of this Report.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors of the Company is in conformity with the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year there were
changes in the Board of Directors. Based on the recommendation of the Nomination and Remuneration
Committee, the composition of the Board of Directors of the Company as on the date of this report is as
below:

1 GULLU GELLARAM TALREJA - Chairman and Managing Director

2 ABHISHEK PRAKASH TALREJA -Director (Non- Independent)

3 NITESH NANIK ROHERA - Director (Independent)

4 ASHA DIWAKAR- Director (Independent)

5 BHARATH K L - Company Secretary and Compliance officer
6. RAJESH MANOHARLAL TALREJA -CFO (KMP)

During the year, there were no changes in the composition of the Board.

Director''s Retirement:

To appoint a director in place of Abhishek Prakash Talreja (DIN: 05007867), who retires from office by
rotation and being eligible offers himself for reappointment.

10. NUMBER OF MEETINGS OF THE BOARD

Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between
two consecutive Meetings. During the financial year under review, 5 (Five) Meetings were held on May 29,
2024, August 13, 2024, August 27, 2024, November 14, 2024 and February 08, 2025.

Name of the Director	Category	Board Meetings held	Board Meetings Attended	Attended Last AGM
GULLU GELLARAM TALREJA	Chairman and Managing Director	5	5	Yes
ABHISHEK PRAKASH TALREJA	Director (Non-Independent)	5	5	Yes
NITESH NANIK ROHERA	Director (Independent)	5	5	Yes
ASHA DIWAKAR	Director (Independent)	5	5	Yes

11. COMMITTEES MEETINGS
Audit Committee

The composition of the Audit Committee during the year was as follows -

1. Nitesh Nanik Rohera - Chairman

2. Abhishek Prakash Talreja - Member

3. Asha Diwakar - Member

The Audit Committee Meetings were held at regular intervals with a time gap of not more than 120 days
between two consecutive meetings. During the year, the Audit Committee has met 5 (Five) Meetings were
held on May 29, 2024, August 13, 2024, August 27, 2024, November 14, 2024 and February 08, 2025.

The attendance details of each Member of the Committee are as below:

Name of the Director	No. of Meetings held	No. of Meetings attended
Nitesh Nanik Rohera	5	5
Abhishek Prakash Talreja	5	5
Asha Diwakar	5	5

Nomination and Remuneration Committee (NRC) and Policy

The Board has constituted Nomination and Remuneration Committee. The terms of reference

of the Committee inter alia, the following:

(a) Chairman: Chairman of the Committee shall be an Independent Director as may be elected
by the members of the Committee.

(b) Quorum: Quorum for Meeting of the Committee shall be a minimum of two members
provided one of them shall always be an Independent Director as prescribed under the
Companies act, 2013.

(c) Frequency of Meetings: The Committee may meet at such times as may be deemed
necessary.

(d) Role: The Role of the Committee shall include inter-alia the following:

• Formulation of criteria for determining qualifications, positive attributes and
independence of a Director and recommend to the Board a Policy, relating to the
remuneration of the Directors, Key Managerial Personnel and other employees;

• Formulation of criteria for evaluation of Independent Directors and the Board
including carrying out evaluation of every Director''s performance;

• Devising a Policy on Board diversity;

• Identifying persons who are qualified to become Directors and who may be appointed
in senior management in accordance with the criteria laid down, and recommend to the
Board for their appointment and removal.

• Such other matters as may be prescribed under the Companies Act, 2013, listing
agreement and by the Board of Directors of the Company from time to time.

• Recommend to the board, all remuneration, in whatever form, payable to senior
management.

(e) Invitees: The Committee may invite such executives of the Company and such other
persons as it may consider appropriate.

(f) Secretary to the Committee: The Company Secretary shall be the Secretary of the

Committee who shall flag actions and serve as executive support to the Committee.

The composition of the Committee during the year was as follows:

1. Nitesh Nanik Rohera - Chairman

2. Abhishek Prakash Talreja - Member

3. Asha Diwakar - Member

During the financial year, the committee met once (1) which were held on May
29, 2024. The attendance details of each Member of the Committee are as below:

Name of the Director	No. of Meetings held	No. of Meetings attended
Nitesh Nanik Rohera	1	1
Abhishek Prakash Talreja	1	1
Asha Diwakar	1	1

Stakeholders'' Relationship Committee

During the year, the composition of the Stakeholders'' Relationship committee was as follows:

1. Nitesh Nanik Rohera- Chairman

2. Abhishek Prakash Talreja - Chairman

3. Asha Diwakar - Member

This Committee monitors and addresses investors complaints, transfer of Shares, transmission
etc. based on the information provided by the Company''s Registrars and Share Transfer Agents.
No material queries/complaints were received from the Shareholders during the period. All of
them have been addressed to the satisfaction of the Shareholders. As of March 31, 2025, no
complaints were pending.

During the financial year Once (1) Meeting of the Committee were held on February 08, 2025.
The attendance details of each Member of the Committee are as below:

Name of the Director	No. of Meetings	No. of Meetings
	held	attended
Nitesh Nanik Rohera	1	1
Asha Diwakar	1	1
Abhishek Prakash Talreja	1	1

Independent Director

During the year under review, the Independent Directors met and transacted the following
business:

• Evaluation of the performance of the Non-Independent Directors and the Board in general

• Evaluation of the performance of the Chairman of the Company taking into account the
views of the Executive and Non- Executive Directors

• Evaluation of the process of flow of information between the Management and the Board
that is necessary for the Board to effectively and reasonably perform its duties

The familiarization program is conducted to update the Directors on the roles, responsibilities,
rights and duties under the Act and other statutes and about the overall functioning and
performance of the Company.

All Independent Directors have given declarations that they meet the Criteria of independence
laid down under Section 149 of the Companies Act, 2013 and Securities and Exchange Board
of India (Listing Obligations and Disclosure requirements) Regulations, 2015 in respect of
financial year ended 31st March, 2025, which has been relied on by the Company and placed
at the Board Meeting.

12. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board
Committees and individual Directors pursuant to the provisions of the Companies Act, 2013
and corporate governance requirements as prescribed by SEBI Listing Regulations.

The performance of the Board was evaluated by the Board seeking inputs from all directors on
the basis of criteria such as adequacy of the composition of the Board and its Committees,
Board culture, effectiveness of board processes and performance of specific duties, obligations
and governance. The performance of the Committees was evaluated by the Board on the basis
of criteria such as composition of committees, effectiveness of committee meetings, etc,. The
individual Directors were evaluated on parameters such as level of engagement and
contribution of the individual director to the Board and committee meetings, independence of
judgment, etc,.

In a separate meeting of the independent directors, performance of the non-independent
directors and Board as a whole was reviewed and performance of Chairman of the Company
was reviewed after taking into account views of Executive Director. Performance evaluation of
independent directors was done by the entire Board, excluding the independent director being
evaluated.

13. STATUTORY AUDITORS AND STATUTORY AUDITORS'' REPORT

Pursuant to Section 139 and other applicable provision(s), if any , of the Companies Act , 2013,
and pursuant to the recommendation of the Audit Committee of the Pan Electronics India
Limited, the Board at its meeting held on August 26, 2023 has approved and recommended to
the shareholders for its approval at ensuing 41^st Annual General Meeting of Pan Electronics
India Limited, the appointment of M/s. S K S V M & Co., Chartered Accountants (Firm
Registration Number 002045S) as Statutory Auditors of the Pan Electronics India Limited to
hold office from the conclusion of the ensuing 41^st Annual General Meeting of Pan Electronics
India Limited till the conclusion of 46^th Annual General Meeting of Pan Electronics India Limited
to be held in the Financial Year 31.03.2029.

The qualifications or adverse remarks in the Statutory Auditors'' Report which require any
explanation from the Board of Directors as follows. The statutory auditors have not reported
any instance of fraud under Section 143(12) of the Companies Act, 2013 during this year.

Qualified Opinion	Management reply
The company''s premises on lease basis, has debtors, sales returns and loan liabilities during the year. The company being listed on stock exchange is required to comply with the IND AS116 ''Leases'',	The Company acknowledges the auditor''s observation regarding the non-compliance with the requirements of IND AS 116 ''Leases'',

IND AS-109 ''Financial Instruments'' and IND As-115 ''Revenue from Contract with Customers''. The data available with the company is not sufficient to quantify the effect, of non-compliance, on the standalone financial statements.	IND AS 109 ''Financial Instruments'', and IND AS 115 ''Revenue from Contracts with Customers'' We would like to clarify that during the financial year, the Company faced certain constraints in terms of system readiness, data availability, and resource limitations, which impacted our ability to perform the detailed analysis and assessments required for full compliance with the aforementioned Ind AS standards. Specifically:
	• IND AS 116: While the Company operates from leased premises, due to the unavailability of complete lease documentation and inputs necessary for discount rate computations, we were unable to reliably compute the Right-of-Use assets and corresponding lease liabilities.
	• IND AS 109: The classification and measurement of financial instruments, including debtors and loan liabilities, were performed based on the previous GAAP due to lack of historical credit risk and effective interest rate data needed for proper Expected Credit Loss (ECL) modelling.
	• IND AS 115: The Company recognizes revenue from contracts with customers; however, sales returns and related contract modifications could not be segregated and assessed as per the performance obligation framework prescribed by the standard due to data limitations.
	We understand the significance of compliance with these standards, especially given our listed status. Management is committed to addressing the gaps in the coming financial year. Measures are being initiated to enhance our internal systems, engage external experts where necessary, and allocate adequate resources to ensure compliance going forward. While we acknowledge that the current data limitations prevent quantification of the potential financial impact on the standalone financial statements, we assure all stakeholders that compliance with applicable financial reporting standards remains a priority for the Company.

14. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

The Board of Directors of the Company, pursuant to the recommendations of the Audit Committee, has
recommended appointment of Mr. Vivek Bhat, a Practicing Company Secretary (Membership No. FCS-
7708) as the Secretarial Auditors of the Company for a term of five consecutive years commencing from
1 st April, 2025 till 31 st March, 2030. A resolution seeking shareholders'' approval for the said appointment
forms part of the AGM Notice. The Secretarial Audit Report issued by him is enclosed as "Annexure - II"
to this Report.

15. INTERNAL AUDITORS:

M/s. Sundararajan and Harish, Chartered Accountants (Firm Registration Number 004218S) was appointed
as an Internal Auditor of the Company by the Board at its meeting held on 29.05.2025 for the period 2025¬
26. The Audit Committee determines the scope of internal Audit in line with regulatory and business
requirements.

16. MAINTENANCE OF COST RECORDS

The maintenance of cost records and requirement of cost audit as prescribed by the Central Government
under the provisions of the Section 148(1) of the Act are not applicable to the business activities carried
out by the Company. Accordingly, such cost accounts and records are not maintained by the Company.

17. ANNUAL RETURN

Pursuant to the provisions of the Sections 92(3) and 134(3) (a) of the Act, the Annual Return of the
Company for FY 2024-25 is available on the website of the Company at
https://panelectronicsindia.com/investors/.

18. BOARD POLICIES

The Company has the following policies which are applicable as per the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015 which are placed on the website of the Company.

(i) Code of conduct for Directors and Senior Management

(ii) Policy of Directors" Appointment and Remuneration

(iii) Nomination & Remuneration Policy

(iv) Policy on Related Party Transactions

(v) Policy on sexual harassment of women at work place (Prevention, Prohibition and
redressal) Act, 2013

(vi) Vigil Mechanism Policy

Since your Company''s paid-up Equity Capital, and Net worth is less than Rs. 10 Crores and Rs. 25 Crores
respectively, the provisions of SEBI (LODR) 2015 relating to corporate governance are not applicable.

19. RISK MANAGEMENT POLICY

The Company has Risk Management Policy in place. To oversight in the area of financial risks and controls.
Major risks identified by the businesses and functions are systematically addressed through mitigating
actions on a continuing basis.

The development and implementation of Risk Management Policy has been covered in the management
discussion and analysis, which forms part of this report. The Company has taken Directors'' and Officers''
Liability Insurance Policy.

20. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to the financial statements.
During the year, such controls were evaluated and no reportable deficiency in the design or operation of
such controls were observed.

21. SIGNIFICANT AND MATERIAL ORDERS

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.

22. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements which
forms part of this Annual Report.

23. TRANSACTIONS WITH RELATED PARTIES

There were no related party transactions during the year falling within the purview of Section 188 (1) of
Companies Act, 2013.

24. CORPORATE SOCIAL RESPONSIBILITY

The provisions Corporate Social Responsibility is not applicable to the company.

25. DEPOSITS

The Company has neither accepted nor renewed any deposits during the financial year. However, in
pursuance of Rule 2 (1) (c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014 the Company has
accepted unsecured loans from Directors/relatives/shareholders and in accordance with the said rule the
details of money so accepted are disclosed in Note 42 to the financials i.e Related Party disclosure.

26. CORPORATE GOVERNANCE REPORT

In accordance with Regulation 15(2) (a) of the SEBI (LODR) Regulations, 2015, the compliance with the
corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26,
27 and clauses (b) to (i) and (t) of sub regulation (2) of regulation 46 and para-C, D and E of Schedule V
shall not apply, in respect of -

The listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not
exceeding rupees twenty-five crore, as on the last day of the previous financial year.

Since the paid-up Equity Share Capital and Net-worth of the Company as on the last day of the previous
financial year was below the stipulated limits as prescribed under Regulation 15 (2) (a) of SEBI (LODR)
Regulations, 2015, the Company has claimed exemption under the said Regulation. Accordingly, the
Company is not required to submit the Corporate Governance Report as required under Regulation 27(2)
of SEBI (LODR), Regulations, 2015.

As required under Schedule V (C) of SEBI Listing Regulations, Management Discussion and Analysis Report
is attached and forms part of this report.

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

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

28. COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:

The Company neither has any holding nor is any subsidiary company, therefore, disclosure under Section
197 (14) of the Companies Act, 2013 not applicable.

29. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings
and outflow as required to be disclosed under Section 134 (m) of the Companies Act, 2013 read with Rule
8(3) of Companies (Accounts) Rules, 2014 is annexed herewith as ''Annexure - III'' to this Report.

30. DIRECTORS'' RESPONSIBILITY STATEMENT

In pursuance of Section 134 (3) (c) of the Companies Act, 2013 the Board of Directors of the
Company confirms and submits that:

i) in the preparation of the annual accounts, the applicable Accounting Standards have been
followed and there have been no material departure;

ii) the selected accounting policies were applied consistently and the judgments and estimates made
are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company
as at March 31,2024 and of the profits of the Company for the year ended on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a ''going concern'' basis;

v) adequate system of internal financial controls has been laid down and the said system is operating
effectively; and

vi) Proper systems to ensure compliance with the provisions of all applicable laws have been devised
and such systems were adequate and are operating effectively.

31. STATEMENT OF EMPLOYEES PURSUANT TO RULE 5(2) AND 5(3) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

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 during the
year there were no such employees employed. Particulars are set out in ''Annexure IV''.

32. OBSERVANCE OF THE SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY
SECRETARIES OF INDIA

The Company complies with applicable mandatory secretarial standards issued by the Institute of
Company Secretaries of India.

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

The Company has in place a Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal

Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

Summary of sexual harassment complaints received and disposed off during the financial year 2024-25:
No. of complaints received: NIL
No. of complaints disposed off: NA

34. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a Vigil Mechanism
policy for directors and employees to report concerns about unethical behaviors, actual or suspected fraud,
violations of Code of Conduct of the Company etc. The mechanism also provides for adequate safeguards
against the victimization of employees who avail themselves of the mechanism and also provides for direct
access by the Whistle Blower to the Audit Committee. It is affirmed that during the Financial Year 2024¬
25, no employee has been denied access to the Audit Committee. The vigil mechanism policy is also
available on the Company''s website.

35. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board Members
and employees of the Company in accordance with the SEBI (Prohibition of Insiders Trading) Regulations,
2015. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance
with the legal requirements of the Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and by
employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned.

The Code lays down the standard of Conduct which is expected to be followed by the Directors and the
designated employees in their business dealings and in particular on matters relating to integrity in the
workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have confirmed Compliance with the Code.

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

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

37. 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 under review there was no instance of one-time settlement with any Bank or Financial
Institution.

38. TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF:

There is no Unclaimed/Unpaid Dividend in the Company. Therefore, the provisions of the Act and the
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
("IEPF Rules") for transfer of unpaid/ unclaimed dividend as well as shares on which dividend remain
unpaid/ unclaimed for a period of seven consecutive years to IEPF Account, are not applicable on the
Company.

39. FINANCE AND ACCOUNTS:

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March
31, 2025 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under
Section 133 of the Act read with the Companies (Accounts) Rules, 2014 as amended from time to time.
The estimates and judgments relating to the financial statements are made on a prudent basis, so as to
reflect in a true and fair manner, the form and substance of transactions and reasonably present the
Company''s state of affairs, profits and cash flows for the year ended March 31, 2025. The Notes to the
Financial Statements forms an integral part of this Report.

40. GREEN INITIATIVES:

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice
of 42^nd Annual General Meeting of the Company including the Annual Report for Financial Year 2024-25
are being sent to all Members whose e-mail addresses are registered with the Company / Depository
Participant(s).

41. FINANCIAL RATIOS:

The Key Financial Ratios with detailed explanations were disclosed in the Financial Statements, which forms
part of this Report.

42. CAUTIONARY NOTE:

Management Discussion and Analysis forming part of this Report is in compliance with Corporate
Governance Standards, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with
Stock Exchanges and such statements may be "forward looking" within the meaning of applicable
securities laws and regulations. Actual results could differ materially from those expressed or implied.
Important factors that could make a difference to the Company''s operations include economic conditions
affecting demand/supply and price conditions in the domestic and overseas markets/currency fluctuations
in which the Company operates, changes in the Government regulations, tax laws and other statutes and
other incidental factors.

43. HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION (HSE)

The Company''s efforts towards reinforcing a positive safety culture have resulted in injury free atmosphere.
Further, during the financial year, no occupational illness case was reported. Due to continued efforts to
conserve water and energy, specific water and energy consumption also got reduced.

44. ACKNOWLEDGEMENTS

The Directors place on record their appreciation for valuable contribution made by employees at all levels,
active support and encouragement received from various Governmental agencies, Company''s Bankers,
Customers, vendors, distributors, Business Associates and other Acquaintances.

Your Directors recognize the continued support extended by all the Shareholders and gratefully
acknowledge with a firm belief that the support and trust will continue in the future.

By Order of the Board
PAN Electronics (India) Limited

Bangalore SD/-

28/08/2025 GULLU GELLARAM TALREJA

Chairman and Managing Director | DIN 01740145

---

Mar 31, 2024

Your Directors have pleasure in presenting their Forty first Annual Report and the Audited Financial Statements
for the financial year ended March 31,2024 together with the Independent Auditor''s Report.

[All amounts are in ''000s unless specified to this report]

1. FINANCIAL RESULTS:

Particulars	31-Mar-24	31-Mar-23
REVENUE
Revenue from operations	20,338.30	18,949.93
Other Income	32.15	34.60
Total Revenue	20,370.45	18,984.54
EXPENSES
Cost of Materials Consumed	14,665.07	14,728.19
Changes in inventories	-514.41	-1,375.50
Employee benefit expenses	14,819.61	14,938.23
Finance costs	7,015.69	6,789.99
Depreciation and amortization	9,843.36	10,532.38
Other Expenses	10,941.78	19,411.61
Total Expenses	56,771.10	65,024.91
Profit/(loss) before exceptional
items and tax	-36,400.65	-46,040.37
Exceptional items	-	-
Profit/(loss) before tax Tax expense:	-36,400.65	-46,040.37
1. Current tax	-	-
2. Deferred tax Profit/(loss) for the period from	-	-
continuing operations	-36,400.65	-46,040.37
Profit/(loss) from discontinued
operations Tax expense of discontinued	-	-
operations	-	-
Profit/(loss) from discontinued
operations (after tax)	-	-
Profit/(loss) for the period	-36,400.65	-46,040.37
Other Comprehensive Income Items that will not be reclassified into profit and loss	-	-

-Actuarial (Loss)/Gain-Gratuity	165.94	586.37
Total Comprehensive Income and Other Comprehensive Income for the period	-36,234.71	-45,454.00
Earnings per equity share (for continuing operation) Weighted average no. of equity shares Basic (in Rs.)	-9.10	-11.51
Diluted (in Rs.)	-9.10	-11.51
Earnings per equity share (for continuing and discontinued operation) Basic (in Rs.)	-9.10	-11.51
Diluted (in Rs.)	-9.10	-11.51

2. BUSINESS OVERVIEW AND STATE OF AFFAIRS

During the year under review, the Company earned a Net loss of Rs. 45,454 against a Net loss of Rs.
36,234.71 in the previous year. There is no change in the nature of the business.

3. DIVIDEND

There is no dividend declared or paid during the year under report.

4. TRANSFER TO RESERVES

During the financial year the Company has not transferred any amount to General Reserves due to loss
incurred during the financial year.

5. SHARE CAPITAL

During the financial year there were no changes in the Authorized Share Capital and Paid-up share capital
of the Company.

As on March 31, 2024, the Authorized Share Capital of the Company was Rs. 10,00,00,000 (Rupees Ten
Crores) and the Paid-up Share Capital was Rs. 4,00,00,000/- (Rupees Four Crores only)

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report in terms of Regulation 34(2) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), is attached and
forms part of this Annual Report as "Annexure - I"

7. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

There are no subsidiaries, associates and joint ventures.

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

There have been no material changes and commitments, which affect the financial position of the
Company, that have occurred between the end of the financial year to which the financial statements relate
and the date of this Report.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors of the Company is in conformity with the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year there were
changes in the Board of Directors. Based on the recommendation of the Nomination and Remuneration
Committee, the composition of the Board of Directors of the Company as on the date of this report is as
below:

1 GULLU GELLARAM TALREJA - Chairman and Managing Director

2 ABHISHEK PRAKASH TALREJA -Director (Non- Independent)

3 NITESH NANIK ROHERA - Director (Independent)

4 ASHA DIWAKAR- Director (Independent)

5 BHARATH K L - Company Secretary and Compliance officer

6. RAJESH MANOHARLAL TALREJA -CFO (KMP) (appointed w.e.f February 09, 2024)

7 ARUN KUMAR SAHU- CFO (KMP) (resigned w.e.f January 31,2024)

During the year,

the Board in its meeting held on May 27, 2023:

a) Took note of Ambusaravan Asha''s retirement as Independent Director effective from June 03, 2023.

b) Approved the appointment of Ms. Asha Diwakar as an Additional Director in the category of Non¬
Executive Woman Independent Director, not liable to retire by rotation effective from June 01,2023
subject to approval by the Members of the Company at the 40^th Annual General Meeting for a period
of 5 years commencing from June 01, 2023 to May 31, 2028 and the same is approved by the
members at the 40^th Annual General Meeting.

c) Took note of resignation of Mr. Nilesh Deshpande as Chief Financial Officer (CFO)/ Key Managerial
Personnel (KMP) of the Company effective from closing of business hours from May 31, 2023.

d) Approved the appointment of Mr. Arun Kumar Sahu as Chief Financial Officer (CFO)/Key Managerial
Personnel (KMP) of the Company effective from June 01,2023.

the Board in its meeting held on February 09, 2024:

a) Took note of the resignation of Mr. Arun Kumar Sahu as Chief Financial Officer (CFO)/Key Managerial
Personnel (KMP) of the Company effective from January 31,2024.

b) Approved the appointment of Mr. Rajesh Manoharlal Talreja as Chief Financial Officer (CFO)/Key
Managerial Personnel (KMP) of the Company effective from February 09, 2024.

Director’s Retirement:

To appoint a director in place of Abhishek Prakash Talreja (DIN: 05007867), who retires from office by
rotation and being eligible offers himself for reappointment.

10. NUMBER OF MEETINGS OF THE BOARD

Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between
two consecutive Meetings. During the financial year under review, 6 (Six) Meetings were held on April 29,
2023, May 27, 2023, August 12, 2023, August 26, 2023, November 09, 2023 and February 09, 2024.

Name of the Director	Category	Board Meetings held	Board Meetings Attended	Attended Last AGM
GULLU GELLARAM TALREJA	Chairman and Managing Director	6	6	Yes
ABHISHEK PRAKASH TALREJA	Director (Non-Independent)	6	6	Yes
AMAMBUSARAVAN ASHA	Director (Independent)	2	2	Not applicable
NITESH NANIK ROHERA	Director (Independent)	6	6	Yes
ASHA DIWAKAR	Director (Independent)	4	4	No

11. COMMITTEES MEETINGS
Audit Committee

The composition of the Audit Committee during the year was as follows -

1. Nitesh Nanik Rohera - Chairman

2. Abhishek Prakash Talreja - Member

3. Asha Diwakar - Member

4. Ambusaravan Asha- Member (Retired effective from June 03, 2023)

The Audit Committee Meetings were held at regular intervals with a time gap of not more than 120 days
between two consecutive meetings. During the year, the Audit Committee has met 6 (Six) Meetings were
held on April 29, 2023, May 27, 2023, August 12, 2023, August 26, 2023, November 09, 2023 and February
09, 2024.

The attendance details of each Member of the Committee are as below:

Name of the Director	No. of Meetings held	No. of Meetings attended
Nitesh Nanik Rohera	6	6
Abhishek Prakash Talreja	6	6
Ambusaravan Asha	2	2
Asha Diwakar	4	4

Nomination and Remuneration Committee (NRC) and Policy

The Board has constituted Nomination and Remuneration Committee. The terms of reference
of the Committee inter alia, the following:

(a) Chairman: Chairman of the Committee shall be an Independent Director as may be elected
by the members of the Committee.

(b) Quorum: Quorum for Meeting of the Committee shall be a minimum of two members
provided one of them shall always be an Independent Director as prescribed under the
Companies act, 2013.

(c) Frequency of Meetings: The Committee may meet at such times as may be deemed
necessary.

(d) Role: The Role of the Committee shall include inter-alia the following:

• Formulation of criteria for determining qualifications, positive attributes and
independence of a Director and recommend to the Board a Policy, relating to the
remuneration of the Directors, Key Managerial Personnel and other employees;

• Formulation of criteria for evaluation of Independent Directors and the Board
including carrying out evaluation of every Director''s performance;

• Devising a Policy on Board diversity;

• Identifying persons who are qualified to become Directors and who may be appointed
in senior management in accordance with the criteria laid down, and recommend to the
Board for their appointment and removal.

• Such other matters as may be prescribed under the Companies Act, 2013, listing
agreement and by the Board of Directors of the Company from time to time.

• Recommend to the board, all remuneration, in whatever form, payable to senior
management.

(e) Invitees: The Committee may invite such executives of the Company and such other
persons as it may consider appropriate.

(f) Secretary to the Committee: The Company Secretary shall be the Secretary of the
Committee who shall flag actions and serve as executive support to the Committee.

The composition of the Committee during the year was as follows:

1. Nitesh Nanik Rohera - Chairman

2. Abhishek Prakash Talreja - Member

3. Asha Diwakar - Member

4. Ambusaravan Asha- Member (Retired effective from June 03, 2023)

During the financial year two (2) Meetings of the Committee were held on May
27, 2023 and February 09, 2024. The attendance details of each Member of the
Committee are as below:

Name of the Director	No. of Meetings held	No. of Meetings attended
Nitesh Nanik Rohera	2	2
Abhishek Prakash Talreja	2	2
Ambusaravan Asha	1	1
Asha Diwakar	1	1

Stakeholders'' Relationship Committee

During the year, the composition of the Stakeholders'' Relationship committee was as follows:

1. Abhishek Prakash Talreja - Chairman

2. Asha Diwakar - Member

This Committee monitors and addresses investors complaints, transfer of Shares, transmission
etc. based on the information provided by the Company''s Registrars and Share Transfer Agents.
No material queries/complaints were received from the Shareholders during the period. All of
them have been addressed to the satisfaction of the Shareholders. As of March 31, 2024, no
complaints were pending.

During the financial year Once (1) Meeting of the Committee were held on February 09, 2024.
The attendance details of each Member of the Committee are as below:

Name of the Director	No. of Meetings held	No. of Meetings attended
Abhishek Prakash Talreja	1	1
Asha Diwakar	1	1

Independent Director

During the year under review, the Independent Directors met on February 09, 2024, inter alia,
and transacted the following business:

• Evaluation of the performance of the Non-Independent Directors and the Board in general

• Evaluation of the performance of the Chairman of the Company taking into account the
views of the Executive and Non- Executive Directors

• Evaluation of the process of flow of information between the Management and the Board
that is necessary for the Board to effectively and reasonably perform its duties

All the Independent Directors were present in the Meeting.

The composition of the Committee during the year was as follows:

1. Nitesh Nanik Rohera - Chairman

2. Asha Diwakar - Member

3. Ambusaravan Asha- Member (Retired effective from June 03, 2023)

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Name of the Director	No. of Meetings	No. of Meetings
	held	attended
Nitesh Nanik Rohera	1	1
Asha Diwakar	1	1
Ambusaravan Asha	NA	NA

The familiarization program is conducted to update the Directors on the roles, responsibilities,
rights and duties under the Act and other statutes and about the overall functioning and
performance of the Company.

All Independent Directors have given declarations that they meet the Criteria of independence
laid down under Section 149 of the Companies Act, 2013 and Securities and Exchange Board
of India (Listing Obligations and Disclosure requirements) Regulations, 2015 in respect of
financial year ended 31st March, 2024, which has been relied on by the Company and placed
at the Board
Meeting.

12. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board
Committees and individual Directors pursuant to the provisions of the Companies Act, 2013
and corporate governance requirements as prescribed by SEBI Listing Regulations.

The performance of the Board was evaluated by the Board seeking inputs from all directors on
the basis of criteria such as adequacy of the composition of the Board and its Committees,

Board culture, effectiveness of board processes and performance of specific duties, obligations
and governance. The performance of the Committees was evaluated by the Board on the basis
of criteria such as composition of committees, effectiveness of committee meetings, etc,. The
individual Directors were evaluated on parameters such as level of engagement and
contribution of the individual director to the Board and committee meetings, independence of
judgment, etc,.

In a separate meeting of the independent directors held on February 09, 2024, performance of
the non-independent directors and Board as a whole was reviewed and performance of
Chairman of the Company was reviewed after taking into account views of Executive Director.
Performance evaluation of independent directors was done by the entire Board, excluding the
independent director being evaluated.

13. STATUTORY AUDITORS AND STATUTORY AUDITORS'' REPORT

M/s. Rao & Emmar, Chartered Accountants (Firm Registration Number 003084S) have tendered their
resignation from the Company as Statutory auditors effective from August 27, 2024 after completion of
the audit for the year ended March 31, 2024 and submission of Limited Review Report for the Quarter
ended on June 30, 2024. Audit Committee is aligned with reason of Auditors'' resignation.

Pursuant to Section 139 and other applicable provision(s), if any , of the Companies Act , 2013, and
pursuant to the recommendation of the Audit Committee of the Pan Electronics India Limited, the Board
at its meeting held on August 26, 2023 has approved and recommended to the shareholders for its
approval at ensuing 41^st Annual General Meeting of Pan Electronics India Limited, the appointment of
M/s. S K S V M & Co., Chartered Accountants (Firm Registration Number 002045S) as Statutory Auditors
of the Pan Electronics India Limited to fill casual vacancy in the office of Statutory Auditors arisen due to
resignation of M/s. Rao & Emmar, Chartered Accountants, with effect from August 27, 2024 and to hold
office till conclusion of ensuing 41^st Annual General Meeting of the Pan Electronics India Limited to be
held for FY ended March 31,2024.

Pursuant to the recommendation of Audit Committee of the Pan Electronics India Limited, the Board of
Pan Electronics India Limited has recommended to the Shareholders for its approval at ensuing 41^st Annual
General Meeting, the Appointment of M/s. S K S V M & Co., Chartered Accountants (Firm Registration
Number 002045S) as Statutory Auditors of the Pan Electronics India Limited for a period of 5 years to hold
office from the conclusion of the ensuing 41^st Annual General Meeting of Pan Electronics India Limited till
the conclusion of 46^th Annual General Meeting of Pan Electronics India Limited to be held in the Financial
Year 31.03.2029.

The Certificate to the effect that the Auditors appointment is in line with conditions prescribed under
section 141 of the Companies act, 2013 and other applicable provisions, if any has been provided by the
auditors along with their peer review certificate.

There are no qualifications or adverse remarks in the Statutory Auditors'' Report which require any
explanation from the Board of Directors. The Statutory Auditors have expressed an unmodified opinion in
the audit reports in respect of the Audited Financial Statements for the financial year ended March 31,
2024. The statutory auditors have not reported any instance of fraud under Section 143(12) of the
Companies Act, 2013 during this year.

14. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

The Board has appointed Mr. Vivek Bhat, a Practicing Company Secretary (Membership No. FCS-7708) as
the Secretarial Auditor as per the provisions of Section 204 of the Companies Act, 2013 for the financial
year 2023-24. The Secretarial Audit Report issued by him is enclosed as "Annexure - II" to this Report.
There are some qualifications mentioned in the Secretarial Auditor Report.

BOARDS REPLY:

a) The Board based on the recommendation of the Nomination and Remuneration Committee in their
meeting held on May 29, 2024 has approved the appointment of Ms. Asha Diwakar as an Additional
Director in the category of Non- Executive Woman Independent Director, not liable to retire by
rotation effective from June 01, 2023 subject to approval by the Members of the Company at the
40^th Annual General Meeting for a period of 5 years commencing from June 01, 2023 to May 31,
2028 and the same is approved by the members at the 40^th Annual General Meeting.

15. INTERNAL AUDITORS:

Mr. Manjunatha Hegde, FCS was appointed as an Internal Auditor of the Company by the Board at its
meeting held on 27.05.2023 for the period 2023-24. The Audit Committee determines the scope of internal
Audit in line with regulatory and business requirements.

16. MAINTENANCE OF COST RECORDS

The maintenance of cost records and requirement of cost audit as prescribed by the Central Government
under the provisions of the Section 148(1) of the Act are not applicable to the business activities carried
out by the Company. Accordingly, such cost accounts and records are not maintained by the Company.

17. ANNUAL RETURN

Pursuant to the provisions of the Sections 92(3) and 134(3) (a) of the Act, the Annual Return of the
Company for FY 2023-24 is available on the website of the Company at
https://panelectronicsindia.com/investors/.

18. BOARD POLICIES

The Company has the following policies which are applicable as per the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015 which are placed on the website of the Company.

(i) Code of conduct for Directors and Senior Management

(ii) Policy of Directors" Appointment and Remuneration

(iii) Nomination & Remuneration Policy

(iv) Policy on Related Party Transactions

(v) Policy on sexual harassment of women at work place (Prevention, Prohibition and
redressal) Act, 2013

(vi) Vigil Mechanism Policy

Since your Company''s paid-up Equity Capital, and Net worth is less than Rs. 10 Crores and Rs. 25 Crores
respectively, the provisions of SEBI (LODR) 2015 relating to corporate governance are not applicable.

19. RISK MANAGEMENT POLICY

The Company has Risk Management Policy in place. To oversight in the area of financial risks and controls.
Major risks identified by the businesses and functions are systematically addressed through mitigating
actions on a continuing basis.

The development and implementation of Risk Management Policy has been covered in the management
discussion and analysis, which forms part of this report. The Company has taken Directors'' and Officers''
Liability Insurance Policy.

20. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to the financial statements.
During the year, such controls were evaluated and no reportable deficiency in the design or operation of
such controls were observed.

21. SIGNIFICANT AND MATERIAL ORDERS

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.

22. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements which
forms part of this Annual Report.

23. TRANSACTIONS WITH RELATED PARTIES

There were no related party transactions during the year falling within the purview of Section 188 (1) of
Companies Act, 2013.

24. CORPORATE SOCIAL RESPONSIBILITY

The provisions Corporate Social Responsibility is not applicable to the company.

25. DEPOSITS

The Company has neither accepted nor renewed any deposits during the financial year. However, in
pursuance of Rule 2 (1) (c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014 the Company has
accepted unsecured loans from Directors/relatives/shareholders and in accordance with the said rule the
details of money so accepted are disclosed in Note 42 to the financials i.e Related Party disclosure.

26. CORPORATE GOVERNANCE REPORT

In accordance with Regulation 15(2) (a) of the SEBI (LODR) Regulations, 2015, the compliance with the
corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26,
27 and clauses (b) to (i) and (t) of sub regulation (2) of regulation 46 and para-C, D and E of Schedule V
shall not apply, in respect of -

The listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not
exceeding rupees twenty-five crore, as on the last day of the previous financial year.

Since the paid-up Equity Share Capital and Net-worth of the Company as on the last day of the previous
financial year was below the stipulated limits as prescribed under Regulation 15 (2) (a) of SEBI (LODR)
Regulations, 2015, the Company has claimed exemption under the said Regulation. Accordingly, the
Company is not required to submit the Corporate Governance Report as required under Regulation 27(2)
of SEBI (LODR), Regulations, 2015.

As required under Schedule V (C) of SEBI Listing Regulations, Management Discussion and Analysis Report
is attached and forms part of this report.

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

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

28. COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:

The Company neither has any holding nor is any subsidiary company, therefore, disclosure under Section
197 (14) of the Companies Act, 2013 not applicable.

29. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings
and outflow as required to be disclosed under Section 134 (m) of the Companies Act, 2013 read with Rule
8(3) of Companies (Accounts) Rules, 2014 is annexed herewith as ''Annexure - III'' to this Report.

30. DIRECTORS'' RESPONSIBILITY STATEMENT

In pursuance of Section 134 (3) (c) of the Companies Act, 2013 the Board of Directors of the
Company confirms and submits that:

i) in the preparation of the annual accounts, the applicable Accounting Standards have been
followed and there have been no material departure;

ii) the selected accounting policies were applied consistently and the judgments and estimates made
are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company
as at March 31,2024 and of the profits of the Company for the year ended on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a ''going concern'' basis;

v) adequate system of internal financial controls has been laid down and the said system is operating
effectively; and

vi) Proper systems to ensure compliance with the provisions of all applicable laws have been devised
and such systems were adequate and are operating effectively.

31. STATEMENT OF EMPLOYEES PURSUANT TO RULE 5(2) AND 5(3) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

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 during the
year there were no such employees employed. Particulars are set out in ''Annexure IV''.

32. OBSERVANCE OF THE SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY
SECRETARIES OF INDIA

The Company complies with applicable mandatory secretarial standards issued by the Institute of
Company Secretaries of India.

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

The Company has in place a Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal
Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

Summary of sexual harassment complaints received and disposed off during the financial year 2023-24:
No. of complaints received: NIL
No. of complaints disposed off: NA

34. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a Vigil Mechanism
policy for directors and employees to report concerns about unethical behaviors, actual or suspected fraud,
violations of Code of Conduct of the Company etc. The mechanism also provides for adequate safeguards
against the victimization of employees who avail themselves of the mechanism and also provides for direct
access by the Whistle Blower to the Audit Committee. It is affirmed that during the Financial Year 2023¬
24, no employee has been denied access to the Audit Committee. The vigil mechanism policy is also
available on the Company''s website.

35. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board Members
and employees of the Company in accordance with the SEBI (Prohibition of Insiders Trading) Regulations,
2015. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance
with the legal requirements of the Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and by
employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned.

The Code lays down the standard of Conduct which is expected to be followed by the Directors and the
designated employees in their business dealings and in particular on matters relating to integrity in the
workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have confirmed Compliance with the Code.

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

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

37. 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 under review there was no instance of one-time settlement with any Bank or Financial
Institution.

38. CAUTIONARY NOTE:

Management Discussion and Analysis forming part of this Report is in compliance with Corporate
Governance Standards, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with
Stock Exchanges and such statements may be "forward looking" within the meaning of applicable
securities laws and regulations. Actual results could differ materially from those expressed or implied.
Important factors that could make a difference to the Company''s operations include economic conditions
affecting demand/supply and price conditions in the domestic and overseas markets/currency fluctuations
in which the Company operates, changes in the Government regulations, tax laws and other statutes and
other incidental factors.

39. HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION (HSE)

The Company''s efforts towards reinforcing a positive safety culture have resulted in injury free atmosphere.
Further, during the financial year, no occupational illness case was reported. Due to continued efforts to
conserve water and energy, specific water and energy consumption also got reduced.

40. ACKNOWLEDGEMENTS

The Directors place on record their appreciation for valuable contribution made by employees at all levels,
active support and encouragement received from various Governmental agencies, Company''s Bankers,
Customers, vendors, distributors, Business Associates and other Acquaintances.

Your Directors recognize the continued support extended by all the Shareholders and gratefully
acknowledge with a firm belief that the support and trust will continue in the future.

By Order of the Board
PAN Electronics (India) Limited

Bangalore SD/-

13/08/2024 GULLU GELLARAM TALREJA

Chairman and Managing Director | DIN 01740145

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Thirty First Annual Report on the Business and Operations of the Company and Financial Results for the year ended 31st March 2014.

FINANCIAL RESULTS As At As At 31st March 31st March 2014 2013

Rupees Rupees

01. REVENUE FROM OPERATIONS 412796

Less: Excise Duty 0

Net Revenue from Operations 412796

02. OTHER INCOME 73100 523602

03. TOTAL REVENUE [1 2] 73100 936398

04. EXPENSES

Cost of Material Consumed 20700 29189

Purchases of Stock in Trade

Changes in Inventories of Finished Goods, WIP & Stock in Trade 410636

Employee Benefit Expenses 1465132 549584

Finance Cost 716431 534362

Depreciation and Amortization Expenses 2807365 4352897

Other Expenses 81527249 1293269

Total Expenses 86947513 6759301

05. PROFIT/(LOSS) BEFORE EXCEPTIONAL AND EXTRAORDINARY ITEMS AND TAX [3-4] 86874413 5822903

06. EXCEPTIONAL ITEMS 193601074 2039810

07. PROFIT/(LOSS) BEFORE EXTRAORDINARY ITEMS AND TAX [5-6] 106726661 (3783093)

08. EXTRAORDINARY ITEMS - -

09. PROFIT/(LOSS) BEFORE TAX [7-8] 106726661 (3783093)

10. TAX EXPENSES

1. Current Tax [MAT] - -

Less: MAT Credit entitlement - -

Net Current Tax - -

2. Deferred Tax: Asset/(Liability) - -

11. PROFIT/[LOSS] FOR THE PERIOD FROM CONTINUING OPERATIONS [9-10] 106726661 (378093)

12. PROFIT/[LOSS] FROM DISCONTINUING OPERATIONS - -

13. TAX EXPENSES OF DISCONTINUING OPERATIONS - -

14. PROFIT/[LOSS] FROM DISCONTINUING OPERATIONS [AFTERTAX] [12-13] - -

15. PROFIT/[LOSS] FOR THE PERIOD [11 14] 106726661 (378093)

16. EARNING PER EQUITY SHARE (Basic and Diluted) 26.68 (0.95)

Note: Figures in bracket indicate loss. Previous year''s figures have been regrouped/reclassified wherever necessary.

DIVIDEND:

Since the unabsorbed loss persists, the Directors have not recommended any dividend for the year.

PROFITABILITY:

Due to adverse market conditions in the industry, there is a loss in the company. Depreciation is the major contributor for the book loss and the Company does not have cash loss. There has been underutilization leading to loss. However, the Company has settled and paid all FIIs and Banks.

FINANCE AND TAXATION:

The company does not have any financial limits with any Bank.

Income tax assessment for the assessment years 2011-12 is complete. That of 2012-13 is in progress.

FIXED DEPOSITS:

During the year under review, the Company has not accepted any Fixed Deposits from the Public.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTFLOW:

As required by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are given in the annexure ''A'' forming part of this Report.

INDUSTRIAL RELATIONS AND CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Directors are pleased to record the appreciation and sense of commitment shown by our employees at all levels and acknowledges their contribution towards sustained progress of the Company. The relations between Management and Employees are good. Due to continued losses, CSR activity could not be taken up this year also.

DIRECTORS:

The Board consists of five directors of whom three are independent directors.

Notice of meeting has adequately covered re-appointment of Directors to be in consonance with Companies Act 2013

LISTING AGREEMENT WITH STOCK EXCHANGES:

Listing agreement with the Bombay Stock Exchange Ltd, Mumbai continues to be valid and the Company has been regular in paying requisite fees. The Company''s ISIN is: INE648E01010

CORPORATE GOVERNANCE

The Company has complied with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance, along with a certificate from Mr. S Viswanathan, Company Secretary in whole time practice, for the compliance is annexed and forms part of this report.

COMPANY SECRETARY

Continuous efforts are being made in this respect to identify a suitable candidate keeping in view of the provisions contained in Companies Act, 2013. The duties are presently complied by Company''s tax auditing firm''s partner who is a qualified Company Secretary.

AUDITORS:

Mr Ganesh V, Chartered Accountants, (Firm #: 003178S) Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and has not consented for reappointment. The Board has received consent and certificate (as required per section 139 of Companies Act 2013) from MSRK & Co, Bangalore, Chartered Accountants (Firm # 013232S) for appointment as Statutory Auditors of the Company. The Board comments their appointment and you are requested to appoint them and authorize the Board to fix their remuneration. Certificate of the Statutory Auditors, regarding COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE forms part of the Annual report.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

The particulars are furnished in Annexure B and forms part of Directors'' Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956 (the Act) it is hereby declared:

(i) That in the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures;

(ii) That the directors have 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 that period;

(iii) That the directors have 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;

(iv) That the directors have prepared the annual accounts on a going concern basis.

(v) that the internal financial controls are adequate and are operating effectively

(vi) that the Board has devised proper systems to ensure compliance of all applicable laws and such systems are adequate and operating effectively.

AUDITORS REMARKS

Regarding non obtainment of confirmations: the Board does not foresee any material impact on the accounts of the company on reconciliations.

MANAGEMENT DISCUSSION & ANALYSIS

A Industry structure and Electronic Metallised Polypropylene and developments Polyester film industry is well organised in India. Your Company is one of the five major players in the Country. The market domestically has been growing at about 5-10% per annum.

B Opportunities and The Company faces excessive competition threaats. resulting in reduction in margins and fluctuations in import exchange costs.

C Segment wise or product There are no segmental operations as per wise performance Accounting Standard 17 issued by the Institute of Chartered Accountants of India.

D Outlook for the Company The Company has successfully paid Financial Institutions all dues. The Company is now looking forward positively to restart commercial production to improve profitability.

E Risks and concerns The opening up of the Indian economy consequent to India becoming a member of WTO may adversely impact the market scenario.

F Internal control system The internal Control Systems of the Company and their adequacy are adequate and are constantly reviewed and supported by internal audit.

G Discussion of financial The negative financial performance of the performance with respect Company is mainly due to its operational of operational performance. Benefits from write backs of performance. Financial Institution has resulted in positive Net profit

H Material development in The Company continues to give thrust to human resources/ human resource development and industrial industrial relations relations. The Company effected reduction, front including number maximum of its employees during the year, of people employed by paying suitable compensation as per Law. Permanent Employees: 3

Cautionary Statement

Statements in this "Management Discussion and Analysis" contain forward looking statements which may be identified by the use of words in that directions or connoting the same. All statements that address expectations or projections about the future, including, but not limited to statements about the company''s strategy for growth, product development, market position, expenditures and financial results are forward looking statements.

These are based on certain assumptions and expectations of future events. The company cannot guarantee that these assumptions and expectations are accurate or will be realized. The company''s actual results, performance or achievements could thus differ materially from those projected in any such forward looking statements, on the basis of any subsequent development, information or events.

For and on behalf of the Board of Directors

Bangalore Nanik Rohera 14 August 2014 Chairman

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Mar 31, 2010

The Director present their Twenty Seventh Annual Report together with the Audited Annual Accounts for the year ended 31 st March 2010,

FINANCIAL RESULTS: Rs in lakhs

2009 - 10 2008 - 09

Profit/(Loss) before Depreciation (33.49) (18.60)

Less Depreciation 35.61 81.72

Profit/(Losg) before Tax (69.1) (100.32)

Provision for Tax - 0.19

Profit/(Loas) brought forward (2455.42) (2356.84)

Disposable Profits / (Loss) (67.76) (98.58)

Deflcit carried forward (2523.19) 2455.42

PERFORMANCE;

Your Company has achieved product sales of Rs 42.40 lakhs (Previous year 4036 lakhs) and executed Job Work of the value of Rs 125 lakha (Previous year 122 lakhs) during the year. However there is a loss due to increase in cost of materials sold and due to under utilization of the capacity..

DIRECTORS

In accordance with the provisions of Companies Act 195 6 and Articles of Association of the Company Shri Nanik G Rohera retires by rotation at the ensuing Annual General Meeting of the Company and is eligible for re -appointment

In accordance with the provisions of Companies Actl956 and Articles of Association of the Company Shri H, N, Tarachandani retires by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment

SECRETARIAL COMPLIANCE REPORT

Secretarial compliance report dated 28m july 2010 as given by Shri S. Viswanathan, Practicing Company Secretary is available for inspection at the Registered Office of the company.

AUDITORS

Mr. V Ganesh, Chartered Accountant retires at the ensuing Annua! General Meeting and is eligible for reappointment per Companys Act 1956. He does not hold peer review board certificate. The company is hying to locate a Chartered Accountant holding such a certificate. You ate requested to appoint the auditor and authorize the Board of Directors to fix his remuneration in consulation with him,

FIXED DEPOSITS

Your Company has not accepted any deposits from the Public.

LISTING

Your Company confirms the payment of Listing Fee to Stock Exchange and continues to be listed at Bombay Stock Exchange Limited, Mumbai,

CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement, a Report on Corporate Governance on an annual basis and Management Discussion and Analysis Report are given as annexure to the Report,

WHOLLY OWNED SUBSIDIARY COMPANIES

Venlon Metallising Private Limited and Venlon Metacoat Private Limited continue to be Wholly Owned Subsidiary Companies.

Documents of the wholly-owned Subsidiary Companies requited to be enclosed, pursuant to Section 212 (1) of the Companies Act, 1956 are attached together with the Consolidated Accounts as required by Accounting Standard 21 issued by the Institute of Chartered Accountants of India. The Report of the Auditors on the Consolidated Accounts is also attached.

SECTION 212

Statement pursuant to Section 212 of file Companies Act 1936, relating to holding Company interest in the subsidiary Company

VENLON VENLON Metailisna Metacoat

1, Financial year of me subsidiary ending on Mar 31.10 Mar 31,10

2 (a) Num of shares held by fee holding company including holding 3,986,845 300,000 through nominee

(b) Extent of interest on fee above date 100% 100%

1, Net aggregate amount of the Subsidiary Companys Profit / (Loss) so far it concerns members of the Holding Company (Rs, in lacs)

Capital 396,85 300.00

Reserves and surplus 3319.00 -1020.90

Total assets 525.95 153.62

Total liabilities 3449.64 876.92

Investment 1.20 2.35

Turnover(including other income) 23.83 0.98

ptofit /Lossbefore Tax " rovision tor taxation including FBT and deferred tax - -

/ Loss after tax. 16.88 0.98

DIRECTORS RESPONSIBILITY STATEMENT

1. In the preparation of die annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The Directors have 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 afiairs of the Company at file end of the financial year and of the loss of the Company for the period,

3. The Directors have token proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and tor preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis.

AUDITORS OBSERVATIONS

Regarding non-obtaiiment of confirmations, the Board does not foresee any material impact on the accounts of the Company upon reconciliations.

Regardiig observation in respect of non-provision of penal interest and liquidated charges by Financial Institutions and guarantee of Rs. 770 lacs of IDBL the Board wishes to inform that dues with TIIC and IDBI have been settled. Hence no such provisions are necessary. Regarding provision towards guarantee of Rs. 50 lakhs given to Canara Bank, Mysore securing due repayment of term loan obtained by Dev Power Corp, the matter is pending at Arbitral Tribunal.

Regarding non-creation of provision of doubtful advances, in respect of wholly owned subsidiary viz Venlon Metallising Private Limited & Venlon Metacoat Private Limited, the Companies have stopped operations for the time being and a package has been planned to clear the Debts of the company by sale of assets and other means Therefore the Board is of the opinion that no such provisions are required to be made in the books of accounts.

The tax impact of net Deferred Tax Asset has not been recognized in the books based on the application of principle of prudence as required by AS 22 by the Institute of Chartered Accountants of India.

SHARE TRANSFERS

In compliance of SEBI Regulations of a Common Agency for Share Transfer work in terms of both physical and electronic conneetiviiy, file Company has appointed a common Registrar and Share Transfer Agent for physical transfer and dematellised as per particulars given below:

Alpha Systems Private Limited, 30 Ramana Residency, 4th Cross, Sampige Road, Malleswaram, Bangalore 560 003

INDUSTRIAL RELATIONS

During the year fee relationship with the employees remained cordial and the Board wishes to place on record its appreciation for the unstinted support and contribution by them at all levels

PARTICULARS OF EMPLOYEES

There are no employees covered by Section 217 (2) A of the Companies Act 1956.

ACKNOWLEDGMENT

The Directors place on record their sincere gratitude to DBF SASF, SIPCGT, Bank of India, and various departments of State and Central Governments, Vendors and Trade suppliers. Your Directors also thank the valued customers of the Company for their continued patronage. Your Directors take this opportunity to express their appreciation to the Executives, Officers, Staff and Workers at all levels for their service. The Directors also gratefully acknowledge the support extended by the shareholders,

For and On behalf of the Board of Directors

Place: Bangalore Nanik G Rohem

Date: 28.07.2010 Chairman