Panache Digilife Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Directors of your Company have the pleasure in presenting the Eighteenth Annual Report together with the audited
financial statements for the financial year (“FY”) ended March 31,2025.

FINANCIAL RESULTS

The summary of the Company’s financial results, both on a standalone and consolidated basis, for
FY 25 as compared to the previous FY i.e., FY 24 is given below:(?in lakhs)

Particulars	Standalone 2024-25	2023-24	Consolidated 2024-25	2023-24
Revenue from operations	11,593.40	9,650.06	11,611.36	9,654.25
Other income	84.97	403.73	70.34	304.73
Earnings before interest, tax, depreciation and amortization (EBITDA) and prior period adjustments (excluding other income)	1,062.06	616.67	1,062.88	615.49
Depreciation and amortization expenses	108.28	88.34	108.28	88.34
Finance Cost	274.35	444.84	274.35	444.84
Profit before Exception Items & tax from continuing operations	764.37	487.22	750.59	387.03
Exceptional Items	-	(435.13)	-	(435.13)
Profit before tax (PBT) from continuing operations	764.37	52.10	750.59	(48.09)
Tax expense	178.58	11.15	178.65	10.52
Profit after tax (PAT) from continuing operations	585.79	40.95	571.94	(58.62)
Share of Profit / (loss) from associate company	-	-	(8.32)	1.23
Profit/(Loss) from discontinuing operations	-	-	123.13	112.10
Profit after tax (PAT)	585.79	40.95	686.75	54.71

*Previous year figures have been regrouped / rearranged wherever necessary.

Standalone Performance

During the year, your Company achieved total revenue of ? 11,593.40 Lakhs as compared to ?9,650.06 Lakhs in the
previous year.

The Earnings before Interest, Tax, Depreciation and Appropriations (EBITDA) stood at ? 1,062.06 Lakhs in the current
year as compared to ? 616.67 Lakhs during the previous year.

During the year, the Net Profit after Tax stood at ? 585.79 Lakhs as compared to ? 40.95 Lakhs in the previous year.
Consolidated Performance

Your Company achieved total revenue of ? 11,611.36 Lakhs as compared to ? 9,654.25 Lakhs in the previous year.

The Earnings before Interest, Tax, Depreciation and Appropriations (EBITDA) stood at ? 1,062.88 Lakhs in the current
year as compared to ? 615.49 Lakhs during the previous year.

The Net Profit after Tax stood at ? 686.75 Lakhs as compared to ? 54.71 Lakhs in the previous year.

STATE OF THE COMPANY’S AFFAIRS

The information on the affairs of the Company has been given as part of the Management Discussion & Analysis Report
forming part of this Report.

MATERIAL CHANGES AND COMMITMENT

There were no other material changes and commitment affecting financial position which have occurred between the
end of the financial year of the company to which the financial statements relate and the date of this Report.

DIVIDEND

The Board of Directors of the Company thought it would be prudent to conserve capital and has not recommended
dividend for the FY 2024-25.

TRANSFER TO RESERVE

Your Company does not propose to transfer any amount from the current year’s profits to the General Reserve.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Sections 124 and 125 of the Act read with the IEPF (Accounting, Audit, Transfer and
Refund) Rules, 2016, dividend / interest / refund of applications which remains unclaimed / unpaid for a period of
7 years is required to be transferred to IEPF. Further, the IEPF Rules mandate the companies to transfer all shares
on which dividend remains unclaimed / unpaid for a period of 7 consecutive years to the demat account of the IEPF
Authority.

During the period under review, the Company has transferred a sum of Rs. 1600 to IEPF being towards unpaid /
unclaimed dividend on the equity shares of the Company. The unclaimed / unpaid dividend amount transferred pertains
to the dividend declared for the FY 2016-17.

In the FY 2025-26, the company is required to transfer the funds lying unpaid or unclaimed for a period of seven years
for the dividend declared in FY 2017-18 amounting to Rs. 2400. The details of the unpaid and unclaimed amounts
lying with the company are available on the website of the company at https://www.panachedigilife.com/shareholder-
information#IEPF and Ministry of Corporate affairs at https://www.iepf.gov.in/. The Company requests the Members to
claim the unclaimed dividend within the prescribed period. The Members can contact Bigshare Services Private Limited,
the Registrar and Share Transfer Agents of the Company for claiming the unclaimed amount standing to the credit in
their account. The Members / claimants whose shares or unclaimed dividends get transferred to IEPF may claim the
shares or apply for refund from the IEPF authority by following the refund procedure as detailed on the website of IEPF
authority at https://www.iepf.gov.in/IEPF/ refund.html.

CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the period.

SHARE CAPITAL

A. Authorised Share Capital:

During the year, Authorized Share Capital of the Company increased from Rs. 13,00,00,000/- (Rupees Thirteen
Crore Only) divided into 1,30,00,000 (One Crore and Thirty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only)
each to Rs. 20,00,00,000/- (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore) Equity Shares of
Rs. 10/- (Rupees Ten Only) each vide Ordinary Resolution passed by the Members of the Company at Extra
Ordinary General Meeting on July 10, 2024.

B. Issued and Paid-up Share Capital and Warrants:

i. During the year under review, the Company issued 32,28,000 equity shares on a preferential basis
to persons belonging to the non-promoter category. Each equity share has a face value of ?10
and was issued at a price of ?81 per share (including a premium of ?71), payable in cash. The said
preferential issue was approved by the Board of Directors on June 17, 2024, followed by the approval
of the shareholders on July 10, 2024. The allotment was approved by the Board of Directors on
August 17, 2024.

ii. During the year under review, the Company also issued 7,86,000 warrants, each convertible into or
exchangeable for one equity share of face value ?10, to the promoters of the Company on a preferential
basis. The warrants were issued at a price of ?81 per warrant (“Warrant Issue Price”), comprising a
subscription price of ?20.25 per warrant (“Warrant Subscription Price”) and an exercise price of ?60.75 per
warrant (“Warrant Exercise Price”), in accordance with applicable law. The preferential issue of warrants
was approved by the Board of Directors on June 17, 2024, followed by the approval of the shareholders
on July 10, 2024. The allotment was approved by the Board of Directors on August 17, 2024. As on
March 31, 2025, the respective allottees had not exercised their option to convert warrants into equity
shares.

In summary, as on April 1, 2024, the paid-up share capital of the Company stood at ?12,00,00,000, comprising
1,20,00,000 equity shares of ?10 each. Pursuant to the allotment of 32,28,000 equity shares during the year, the paid-
up share capital increased to ?15,22,80,000 as on March 31,2025, comprising 1,52,28,000 equity shares of ?10 each.
In addition, 7,86,000 fully convertible warrants remain outstanding, which are eligible for conversion into equity shares
in accordance with the applicable terms.

DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on
deposits from public was outstanding as on the date of the balance sheet.

Further, in compliance with 1^st proviso of Rule (2)(1)(c)(viii) of the Companies (Acceptance of Deposits)
Rules, 2014 read with amendment rules thereto, during the year the Company has accepted loans from directors for
business purpose along with a declaration in writing from them to the effect that the said loan amount is not being given
out of funds acquired by borrowing or accepting loans or deposits from others;

Sr. No. Name of the person	Relation with Company	the Amount received during Amount Outstanding as on the year March 31, 2025
1 Amit Rambhia	Managing Director	50,50,000 34,50,000

SUBSIDIARY & ASSOCIATE COMPANY AND CONSOLIDATION OF FINANCIAL STATEMENT

A list of bodies corporate which are subsidiaries / associates of your Company as on March 31,2025* is as follows;

Technofy Digital Private Limited	Wholly Owned Subsidiary
Panache Newage Technology Private Limited (Formerly known as ICT Infratech Services Private Limited)	Wholly Owned Subsidiary
AIR Digilife Private Limited (Formerly known as NAJ Digilife Private Limited)	Subsidiary Company

*Other than the Companies mentioned above, no other Company has become or ceased to be a subsidiary or joint venture or associate of the Company during this financial
year.

The Board of Directors reviewed the affairs of the Subsidiary and Associate Company. In accordance with
Section 129(3) of the Act, we have prepared consolidated financial statements of the Company, its Subsidiary
and Associate Company in accordance with Indian Accounting Standards notified under the Companies
(Indian Accounting Standards) Rules, 2015 (‘Ind AS’), which forms part of this Annual Report. A statement containing
the salient features of the financial position of the Subsidiary Companies and Associate Company in Form AOC-1 is
annexed as Annexure A.

In accordance with Section 136 of the Act, and SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015 (the Listing Regulations), the audited financial statements, including the consolidated financial statements and
related information of the Company and financials of subsidiary Companies are also available on our website at https://
www.panachedigilife.com/financials.

The Policy for determining material subsidiaries, pursuant to the provisions of Securities and Exchange Board of India
(‘SEBI’) (Listing Obligations and Disclosure Requirements) Regulation, 2015 (‘the SEBI Listing Regulations’), may be
accessed on the Company’s website at https://www.panachedigilife.com/corporate-governance#policies.

BOARD OF DIRECTOR’S & KEY MANAGERIAL PERSONNEL

Directors

As on March 31, 2025, the composition of the Board is in accordance with the provisions of Section 149 of the
Act and Regulation 17 of the SEBI Listing Regulations, with an appropriate combination of Executive Directors,
Non-Executive Directors and Independent Directors. The list of Directors of the Company has been disclosed as part of
the Corporate Governance Report.

During the year under review;

> Mr. Nikit Rambhia (DIN 00165678) was liable to retire by rotation and being eligible was re-appointed at the 17^th
Annual General Meeting held on September 26, 2024.

> Mr. Shailesh Gala (DIN: 01283286) was re-appointed as an Independent Director for a second term of five
consecutive years, commencing from May 29, 2025 to May 28, 2030. His re-appointment was approved by the
Board at its meeting held on January 21,2025, and subsequently by the members of the Company through a Postal
Ballot on March 2, 2025.

Section 152 of the Act provides that unless the Articles of Association provide for retirement of all directors at every
AGM, not less than two-third of the total number of directors of a public company (excluding the Independent Directors)
shall be persons whose period of office is liable to determination by retirement of directors by rotation, of which one-third
are liable to retire by rotation. Accordingly, Mr. Nitesh Savla (DIN: 05155342), will retire by rotation at ensuing AGM and
being eligible, has offered himself for reappointment.

The terms and conditions of appointment of Independent Director are available on the website of the Company at https://
www.panachedigilife.com/corporate-governance#board. The Board is of the opinion that the Independent Directors of
the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

Key Managerial Personnel

Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act read with the Rules framed
thereunder, the following persons are the Key Managerial Personnel of the Company as on March 31,2025.

1. Mr. Amit Rambhia - Managing Director

2. Mr. Nikit Rambhia - Joint Managing Director

3. Mr. Nitesh Savla - CFO & Whole Time Director

4. Mr. Harshil Chheda - Company Secretary & Compliance Officer

Declaration by Independent Directors

All the Independent Directors have submitted the declaration of independence, pursuant to Section 149(7) of the Act and
Regulation 25(8) of the SEBI Listing Regulations, stating they meet the criteria of independence as provided in Section
149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and they are not aware of any circumstance
or situation, which exist or may be reasonably anticipated, that could impair or impact his / her ability to discharge his /
her duties with an objective independent judgment and without any external influence.

All Independent Directors of the company have confirmed that they have registered themselves with Independent
Directors Database of the Indian Institute of Corporate Affairs (IICA) and have cleared online proficiency test of IICA, as
applicable.

Annual Evaluation of Directors, Committees and Board

Pursuant to the Act and the SEBI Listing Regulations, the Company has “Directors Performance Evaluation Policy” in
place. In accordance with the said Policy, all the Directors had filled up Questionnaire and feedback form for evaluation
of individual Directors, Board as a whole, Chairman, committees, and Independent Directors, whose format forms
part of the policy. Thereafter Board evaluated every Director including Independent Director at its meeting held on
January 21,2025.

The Board has also evaluated its own performance, Audit Committee, Nomination & Remuneration Committee and
Stakeholders Relationship Committee, Chairman and all Directors individually. The Board concluded that the overall
performance of all the Directors was good.

Independent Director’s Separate Meeting

A separate meeting of Independent Directors of the Company, was held on January 21,2025 as required under Schedule
IV to the Act (Code for Independent Directors) and Regulation 25(3) of the SEBI Listing Regulations.

At the meeting following matters were taken up;

• reviewed the performance of Non-Independent Directors and the Board as a whole.

• reviewed the performance of the Chairperson of the Company.

• assess the quality, quantity and timeliness of flow of information.

All Independent Directors of the Company attended the Meeting of Independent Directors except Mrs. Tejaswini More,
who had expressed her inability to attend the Meeting and requested for leave of absence.

Familiarization Programme

The Company has familiarized the Independent Directors with the Company, their roles, responsibilities in the Company,
nature of industry in which the Company operates, business model of the Company, etc. The details relating to the
familiarization programme are available on the website of the company at https://www.panachedigilife.com/corporate-
governance#board.

Policy on Directors’ Appointment and Remuneration

The Nomination and Remuneration Policy of the Company has been formulated in terms of Section 178 of the Act.
This Policy governs policy relating to Director’s, Key Managerial Personnel’s and Senior Management’s appointment
and remuneration including criteria for determining qualifications, positive attributes, independence of a director. The
complete disclosure of the said policy is available on the Company’s website at https://www.panachedigilife.com/
corporate-governance#policies.

PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with requirements of SEBI (Prohibition of
Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures
to be followed and disclosures to be made while dealing with shares of the Company, as well as the consequences
of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to
maintain the highest ethical standards of dealing in Company Securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished
price sensitive information and code of conduct for the prevention of insider trading is available on the Company’s
website https://www.panachedigilife.com/corporate-governance.

MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT

In terms of Regulation 34 of the Listing Regulations, a separate section on Management Discussion and Analysis and
Corporate Governance Report together with a certificate from a Practicing Company Secretary confirming compliance
with the SEBI Listing Regulations relating to Corporate Governance of the Listing Regulations are set out and form part
of this Annual Report.

AUDITORS

Statutory Auditor

Pursuant to the provisions of Section 139(2) of the Act and the rules made thereunder, the Members at their
15^th AGM held on September 29, 2022 had appointed M/s. Jain Salia & Associates, Chartered Accountants
(Firm Registration Number 116291W) as the Statutory Auditors of the Company for a term of five years, i.e., from the
conclusion of the 15^th AGM till the conclusion of 20^th AGM.

There is no qualifications, reservations or adverse remarks made by Statutory Auditors, in their report on Financial
Statements of the Company and hence do not call for any further explanation or comments from the Board under
Section 134(3)(f) of the Act.

The Notes on financial statements referred to in the Auditor’s Report are self-explanatory and do not call for any further
comments.

Secretarial Auditor

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations and in accordance with Section 204 of the
Act, basis recommendation of the Board, the Company is required to appoint Secretarial Auditor with the approval of
the Members at its AGM.

In light of the aforesaid, the Board of the Company has recommended the appointment of M/s D. M. Zaveri & Co.,
Company Secretaries as the Secretarial Auditor of the Company for a period of 5 (five) consecutive financial years,
i.e.; from FY2025-26 up to FY2029-30, subject to approval of the Members at the ensuing AGM of the Company, to
undertake secretarial audit as required under the Act and SEBI Listing Regulations and issue the necessary secretarial
audit report for the aforesaid period.

M/s D. M. Zaveri & Co., Company Secretaries have confirmed that their appointment, if made, will comply with the
eligibility criteria in terms of SEBI Listing Regulations. Further, the Secretarial Auditor has confirmed that they have
subjected themselves to Peer Review process by the Institute of Company Secretaries of India (“ICSI”) and hold valid
certificate issued by the Peer Review Board of ICSI.

Pursuant to the provisions of Section 204 of the Act, the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, the Company had appointed M/s D. M.
Zaveri & Co., Company Secretaries to undertake the Secretarial Audit of the Company for the FY 2024-25.

Further, in terms of the regulatory requirements, M/s D. M. Zaveri & Co. has issued the Annual Secretarial Compliance
Report, confirming compliance by the Company of the applicable SEBI regulations and circulars / guidelines issued
thereunder.

The Secretarial Audit Report is appended as Annexure B to this Report. There is no adverse remark, qualification,
reservation or disclaimer in the Secretarial Audit Report.

Cost Records and Cost Audit

The Board, on the recommendation of the Audit Committee, had appointed Kishore Bhatia & Associates
(Firm Registration No. 00294), Cost Accountants, as Cost Auditors, for the financial year ending March 31,2025. The
Cost Auditors will submit their report for FY 2024-25 within the timeframe prescribed under the Act.

Cost Audit report for the FY 2023-24 did not contain any qualification, reservation or adverse remarks. Further, the
Company has duly maintained the cost records as prescribed by the Central Government under Section 148 of the Act
read with the Companies (Cost Records and Audit) Rules, 2014.

The Board, on the recommendation of Audit Committee, has re-appointed Kishore Bhatia & Associates, Cost Accountants,
as Cost Auditors of the Company for FY 2025-26 upon confirmation of the cost auditor with respect to their eligibility,
independence, willingness etc. for the said reappointment.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors)
Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders. Accordingly, the
Board recommends the same for approval by shareholders at the ensuing AGM.

It may be noted that none of the Auditors of the Company have reported any fraud under Section 143(12) of the Act,
and therefore, no details are required to be disclosed under Section 134(3)(ca) of the Act during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO

The Company has strong commitment towards conservation of energy, natural resources and adoption of latest
technology in its areas of operation.

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as
stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is provided
as Annexure C of Board’s Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the company has
been appended as Annexure D to the Board’s Report.

The statement as required under Section 197 of the Act and Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is not applicable, as no employee during the financial year received remuneration
in excess of the thresholds specified under the said provisions.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors confirm that, to the best of their knowledge and belief:

A. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures;

B. the directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company
at the end of the financial year and of the profit 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 have prepared the annual accounts a on a going concern basis;

E. the directors had laid down internal financial controls to be followed by the Company and that such financial
controls are adequate and are operating effectively;

F. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws are in
place and such systems are adequate and operating effectively.

SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board
Meetings and General Meetings.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate system of internal controls commensurate with the size of its operation and business to
ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and to ensure
that all the business transactions are authorized, recorded and reported correctly and adequately.

During the year, M/s. Sanket Sangoi & Associates, Chartered Accountants were appointed as the Internal Auditors by the
Board of Directors for the FY 2024-25. The Board of Directors at its meeting held on May 13, 2025, upon recommendation
of Audit Committee has approved the appointment of M/s. Sanket Sangoi & Associates, Chartered Accountants, (FRN:
137348W), as the Internal Auditor of the Company for the FY 2025-26. The Audit Committee reviews reports submitted
by Internal Auditor. Suggestions for improvement are considered and the Audit Committee reviews on the corrective
actions taken by the Management. The Internal Auditor report directly to Audit Committee.

For more details on the topic, please refer to the Management Discussion and Analysis report which form part of the
Annual Report.

BOARD MEETINGS

During the year, the Board met 5 (Five) times. The details of the Board meetings held during FY 2024-25 are disclosed
in the Corporate Governance Report appended to this Report.

COMMITTEES OF THE BOARD:

The Board of Directors has constituted various statutory committees comprising of Executive, Non-Executive and
Independent Directors to discharge various functions, duties and responsibilities cast under the Act, the SEBI Listing
Regulations and other applicable statutes, rules and regulations applicable to the Company from time to time.

Currently, the Board of Directors has formulated following committees, viz.

i. Audit Committee

ii. Nomination & Remuneration Committee

iii. Stakeholder’s Relationship Committee

The details of the meetings, composition and terms of reference of the Committees are disclosed in Corporate
Governance Report appended to this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the financial year 2024-25, the provisions of Section 135 of the Companies Act, 2013, relating to Corporate
Social Responsibility (CSR), were not applicable to the Company.

However, based on the financial performance for FY 2024-25, the Company has exceeded the net profit
threshold prescribed under Section 135(1) of the Act. Accordingly, CSR provisions have become applicable from
FY 2025-26.

The Company has formulated a Corporate Social Responsibility (CSR) Policy in compliance with the Companies Act,
2013 and the Companies (CSR Policy) Rules, 2014. The CSR policy of the Company is posted on the website of the
Company and may be accessed at https://www.panachedigilife.com/corporate-governance#policies.

VIGIL MECHANISM

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) and
(10) of the Act and Regulation 22 of the SEBI Listing Regulations, your Company has adopted Whistle Blower Policy
for Directors and employees to report genuine concerns to the management of the Company. The whistle blower policy
of the Company is posted on the website of the Company and may be accessed at https://www.panachedigilife.com/
corporate-governance#policies.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
BY THE COMPANY

The particulars of loans, guarantees, security and investments as per Section 186 of the Act by the Company, as
applicable, have been disclosed in the Financial Statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

All Related Party Transactions that were entered during the financial year were in the ordinary course of business and at
arm’s length basis. The Audit Committee grants an omnibus approval for the transactions that are in the ordinary course
of the business and repetitive in nature. For other transactions, the Company obtains specific approval of the Audit
Committee before entering into any such transactions. A statement giving details of all Related Party Transactions are
placed before the Audit Committee on a quarterly basis for its review. Disclosure as required by the Indian Accounting
Standards (Ind AS 24) has been made in the notes to the Financial Statements.

There were no materially significant RPTs made by the Company with Promoters, Directors, KMPs or Body Corporate(s),
which had a potential conflict with the interest of the Company at large. Accordingly, the disclosure of RPTs as required
under the provisions of Section 134(3)(h) of the Act in Form AOC-2 is not applicable.

The Policy on related party transactions, as formulated by the Board is available on the Company’s website
at https://www.panachedigilife.com/corporate-governance#policies.

RISK MANAGEMENT

The Company has formulated a Risk Management Policy for dealing with different kinds of risks which it faces in
day-to-day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks
and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and
procedures to combat the risk. The Risk management procedure will be reviewed by the Audit Committee and Board
of Directors on time-to-time basis.

For more details on the topic, please refer to the Management Discussion and Analysis report which forms part of the
Annual Report. Policy on Risk Management is available on the Company’s website at https://www.panachedigilife.com/
corporate-governance#policies.

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

The Company has in place a policy for prevention, prohibition and redressal of sexual harassment at workplace. Further,
the Company has constituted an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, where complaints in the nature of sexual harassment can be registered. Appropriate
reporting mechanisms are in place for ensuring protection against sexual harassment and the right to work with dignity.

The disclosure under the said Act for the year ended March 31,2025 is provided in the table below:

1.	number of complaints of sexual harassment received in the year	Nil
2.	number of complaints disposed off during the year	Nil
3.	number of cases pending for more than ninety days	Nil

The Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace is available on the
Company’s website at https://www.panachedigilife.com/corporate-governance#policies.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The provisions of the Maternity Benefit Act, 1961, including all applicable amendments and the rules framed thereunder
including provisions such as paid maternity leave, nursing breaks, and protection from dismissal during maternity leave
to all the eligible women were not applicable to the Company for the financial year 2024 - 25. The Company is committed
to ensuring a safe, inclusive and supportive workplace for women employees.

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

ANNUAL RETURN

The Annual Return in Form MGT-7 as required under Section 92(3) of the Act is available on the website of the Company
at https://www.panachedigilife.com/shareholder-information#agm.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant and material orders have been passed against the Company by any Regulators or Courts or
Tribunals impacting the going concern status of the Company and its future operations.

HUMAN RESOURCE / INDUSTRIAL RELATIONS

Human resources continue to be one of the most vital assets of the Company, with a continuous focus on development
and alignment to maximize organizational efficiency and effectiveness. A committed and motivated workforce forms the

backbone of the enterprise, and fostering a strong sense of belonging among employees promotes dedication, loyalty,
and active participation in strengthening the Company’s policies, systems, and culture.

Throughout the year, employee relations remained positive, with an atmosphere of mutual respect, cooperation, and
open communication prevailing across the organization. The Company has consistently maintained a harmonious,
healthy, and collaborative working environment, which has contributed significantly to enhancing productivity and
organizational value.

Engagement with workmen and staff remained cordial and constructive during the year under review, and the management
is grateful for the wholehearted cooperation and support extended by all employees.

As on March 31,2025, the Company (excluding its subsidiaries) had 37 employees on its rolls. The Board places on
record its sincere appreciation for the commitment, teamwork, and valuable contributions made by employees at all
levels. Their dedication, passion and sense of ownership continue to be key drivers of the Company’s growth and
success.

INSOLVENCY AND BANKRUPTCY

The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code,
2016 during the Financial Year and hence not being commented upon.

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 Financial Year under review, there has been no incident of one-time settlement for loan taken from the banks
of financial institutions and hence not being commented upon.

OTHER INFORMATION / DISCLOSURES

Wherever applicable, refer the Company’s website www.panachedigilife.com or relevant details will be provided to the
members on written request to the Company Secretary.

ACKNOWLEDGEMENT

The Board of Directors takes this opportunity to express its sincere appreciation for the unwavering dedication, hard
work and commitment demonstrated by the employees across all levels of the organization. Their efforts have been
instrumental in driving the Company’s operational excellence, innovation and overall performance during the year under
review. The Directors acknowledge that the achievements of the Company are the result of a highly motivated and
capable workforce that continues to uphold the values and vision of the organization.

The Board also extends its deep gratitude to the Company’s shareholders for their continued trust and confidence,
which serve as a foundation for the Company’s long-term strategic growth.

Further, the Directors place on record their appreciation for the valuable support and cooperation received from
customers, suppliers, business partners, bankers, financial institutions, lenders and government authorities. Their
consistent engagement and collaboration have played a critical role in enabling the Company to meet its goals and
navigate an evolving business environment.

Lastly, the Directors thank all other stakeholders for their ongoing encouragement and commitment to the Company’s
journey. The continued goodwill, support and belief of all those associated with the Company remain vital to its sustained
progress and future success.

_ _____ By order of the Board of Directors of

^{Date: August 7}, ²⁰²⁵ Panache Digilife Limited

Place: Mumbai

Amit Devchand Rambhia
Chairman & Managing Director
DIN:00165919

---

Mar 31, 2024

The Directors of your Company have the pleasure in presenting the Seventeenth Annual Report together with the audited financial statements for the financial year (“FY”) ended March 31, 2024.

FINANCIAL RESULTS

The summary of the Company''s financial performance, both on a standalone and consolidated basis, for FY 24 as compared to the previous FY i.e., FY 23 is given below:

	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	9650.06	11179.60	9654.25	11179.60
Other income	403.73	143.26	304.72	89.91
Earnings before interest, tax, depreciation and amortization (EBITDA) and prior period adjustments (excluding other income)	616.67	560.08	615.49	560.08
Depreciation and amortization expenses	88.34	79.09	88.34	79.09
Finance Cost	444.84	393.04	444.84	393.04
Profit before Exception Items & tax from continuing operations	487.22	231.21	387.03	177.86
Exceptional Items	(435.13)	-	(435.13)	-
Profit before tax (PBT) from continuing operations	52.10	231.21	(48.09)	177.86
Tax expense	11.15	46.02	10.52	46.02
Profit after tax (PAT) from continuing operations	40.95	185.18	(58.62)	131.83
Share of Profit / (loss) from associate company	-	-	1.23	(0.52)
Profit/(Loss) from discontinuing operations	-	-	112.10	(48.90)
Profit after tax (PAT)	40.95	185.18	54.71	82.41

*Previous year figures have been regrouped / rearranged wherever necessary.

Standalone Performance

During the year, your Company achieved total revenue of ¥9650.06 Lakhs as compared to ¥11179.60 Lakhs in the previous year.

The Earnings before Interest, Tax, Depreciation and Appropriations (EBITDA) stood at ¥616.67 Lakhs in the current year as compared to ¥560.08 Lakhs during the previous year.

During the year, the Net Profit after Tax stood at ¥ 40.95 Lakhs as compared to ¥185.18 Lakhs in the previous year.

Consolidated Performance

Your Company achieved total revenue of ¥ 9654.25 Lakhs as compared to ¥11179.60 Lakhs in the previous year.

The Earnings before Interest, Tax, Depreciation and Appropriations (EBITDA) stood at ¥ 615.49 Lakhs in the current year as compared to ¥560.08 Lakhs during the previous year.

The Net Profit after Tax stood at ¥54.71 Lakhs as compared to ¥82.41 Lakhs in the previous year.

STATE OF THE COMPANY’S AFFAIRS

The information on the affairs of the Company has been given as part of the Management Discussion & Analysis Report forming part of this Report.

MATERIAL CHANGES AND COMMITMENT

There were no other material changes and commitment affecting financial position which have occurred between the end of the financial year of the company to which the financial statements relate and the date of this Report.

DIVIDEND

The Board of Directors of the Company thought it would be prudent to conserve capital and has not recommended dividend for the FY 2023-24.

TRANSFER TO RESERVE

Your Company does not propose to transfer any amount from the current year''s profits to the General Reserve.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Sections 124 and 125 of the Act read with the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016, dividend/interest/refund of applications which remains unclaimed/unpaid for a period of 7 years is required to be transferred to IEPF. Further, the IEPF Rules mandate the companies to transfer all shares on which dividend remains unclaimed/unpaid for a period of 7 consecutive years to the demat account of the IEPF Authority.

During the period under review, the Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there are no funds or shares which are required to be transferred to Investor Education and Protection Fund (IEPF). In the FY 2024-25, the company is required to transfer the funds lying unpaid or unclaimed for a period of seven years for the dividend declared in FY 2016-17 amounting to Rs. 1600.

Any shareholder whose shares or unclaimed dividend have been transferred to the Fund, may claim the shares under provision to Section 124(6) or apply for refund under Section 125(3) or under proviso to Section 125(3) of the Act, as the case may be, to the Authority by making an application in Web Form IEPF - 5 available on website at www.iepf.gov.in.

CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the period.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31, 2024 was ¥12 Crores. There was no change in the share capital during the period.

DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Further, in compliance with 1st proviso of Rule (2) (1)(c)(viii) of the Companies (Acceptance of Deposits)

Rules, 2014 read with amendment rules thereto, during the year the Company has accepted loans from directors for business purpose along with a declaration in writing from them to the effect that the said loan amount is not being given out of funds acquired by borrowing or accepting loans or deposits from others:

Sr. No.	Name of the person	Relation with the Company	Amount received during the year	Amount Outstanding as on March 31, 2024
1	Amit Rambhia	Managing Director	10,00,000	5,50,000
2	Nikit Rambhia	Joint Managing Director	64,50,000	64,50,000

SUBSIDIARY & ASSOCIATE COMPANY AND CONSOLIDATION OF FINANCIAL STATEMENT

A list of bodies corporate which are subsidiaries / associates of your Company as on March 31, 2024* is as follows:

Technofy Digital Private _ ........

Wholly Owned Subsidiary

I imited

ICT Infratech Services Private Limited	Wholly Owned Subsidiary
NAJ Digilife Private Limited	Subsidiary Company
Cadcord Technologies Private Limited	Associate Company

*The details with respect to acquisition of associate and subsidiary companies are stated in AOC 1. Other than the Companies mentioned above, no other Company has become or ceased to be a subsidiary or joint venture or associate of the Company during this financial year.

The Board of Directors reviewed the affairs of the Subsidiary and Associate Company. In accordance with Section 129(3) of the Act, we have prepared consolidated financial statements of the Company, its Subsidiary and Associate Company in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (''Ind AS''), which forms part of this Annual Report. A statement containing the salient features of the financial position of the Subsidiary Companies and Associate Company in Form AOC-1 is annexed as Annexure A.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and financials of subsidiary Companies are also available on our website at

https://www.panachedigilife.com/financials.

The Policy for determining material subsidiaries, pursuant to the provisions of Securities and Exchange Board of India (''SEBI'') (Listing Obligations and Disclosure Requirements) Regulation, 2015 (''the SEBI Listing Regulations''), may be accessed on the Company''s website at https://www.panachedigilife.com/corporate-governance#policies.

BOARD OF DIRECTOR’S & KEY MANAGERIAL PERSONNEL

Directors

The composition of the Board is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations, with an appropriate combination of Non-Executive Directors and Independent Directors. The complete list of Directors of the Company has been provided as part of the Corporate Governance Report.

During the year under review;

• Mr. Amit Rambhia (DIN: 00165919) was liable to retire by rotation and being eligible was re-appointed at the 16th Annual General Meeting held on September 29, 2023.

• Mr. Nitesh Savla (DIN: 05155342), Chief Financial Officer of the Company was appointed as the Whole Time Director for a period of 3 years effective from February 14, 2023 to February 13, 2026 in the Board meeting held on February 14, 2023 and his appointment was approved by the members by way of Postal Ballot on May 4, 2023.

Section 152 of the Act provides that unless the Articles of Association provide for retirement of all directors at every AGM, not less than two-third of the total number of directors of a public company (excluding the Independent Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation, of which one-third are liable to retire by rotation. Accordingly, Mr. Nikit Rambhia (DIN: 00165678), will retire by rotation at ensuing AGM and being eligible, has offered himself for reappointment.

The terms and conditions of appointment of Independent Director are available on the website of the Company at

https://www.panachedigilife.com/corporate-governance#board. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

Key Managerial Personnel

Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act read with the Rules framed thereunder, the following persons are the Key Managerial Personnel of the Company as on March 31, 2024.

1. Mr.Amit Rambhia - Managing Director

2. Mr.Nikit Rambhia - Joint Managing Director

3. Mr.Nitesh Savla¹- CFO & Whole Time Director

4. Mr.Harshil Chheda - Company Secretary &

Compliance Officer

*Mr. Nitesh Savla, Chief Financial Officer of the Company was appointed as the Whole- time Director of the Company with effect from February 14, 2023 and his appointment was approved by the members by way of Postal Ballot on May 4, 2023

Declaration by Independent Directors

All the Independent Directors have submitted the declaration of independence, pursuant to Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, stating they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his / her ability to discharge his / her duties with an objective independent judgment and without any external influence.

All Independent Directors of the company have confirmed that they have registered themselves with Independent Directors Database of the Indian Institute of Corporate Affairs (IICA) and have cleared online proficiency test of IICA, as applicable.

Annual Evaluation of Directors, Committees and Board

Pursuant to the Act and the SEBI Listing Regulations, the Company has "Directors Performance Evaluation Policy” in place. In accordance with the said Policy, all the Directors had filled up Questionnaire and feedback form for evaluation of individual Directors, Board as a whole, Chairman, committees, and Independent Directors, whose format forms part of the policy. Thereafter Board evaluated every Director including Independent Director at its meeting held on February 07, 2024.

The Board has also evaluated its own performance, Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee, Chairman and all Directors individually. The Board concluded that the overall performance of all the Directors was very good.

Independent Director’s Separate Meeting

A separate meeting of Independent Directors of the Company, was held on February 07, 2024 as required under Schedule IV to the Act (Code for Independent Directors) and Regulation 25(3) of the SEBI Listing Regulations.

At the meeting following matters were taken up;

• reviewed the performance of Non-Independent Directors and the Board as a whole.

• reviewed the performance of the Chairperson of the Company.

• assess the quality, quantity and timeliness of flow of information.

All Independent Directors of the Company attended the Meeting of Independent Directors except Mr. Jayesh Rambhia, who had expressed his inability to attend the Meeting and requested for leave of absence.

Familiarization Programme

The Company has familiarized the Independent Directors with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, etc. The details relating to the familiarization programme are available on the website of the company at

https://www.panachedigilife.com/corporate-governance#board.

Policy on Directors’ Appointment and Remuneration

The Nomination and Remuneration Policy of the Company has been formulated in terms of Section 178 of the Act. This Policy governs policy relating to Director''s, Key Managerial Personnel''s and Senior Management''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director. The complete disclosure of the said policy is available on the Company''s website at https://www.panachedigilife.com/corporate-governance#policies.

PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company Securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on the Company''s website

https://www.panachedigilife.com/corporate-governance.

MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT

In terms of Regulation 34 of the Listing Regulations, a separate section on Management Discussion and Analysis and Corporate

Governance Report together with a certificate from a Practicing Company Secretary confirming compliance with the SEBI Listing Regulations relating to Corporate Governance of the Listing Regulations are set out and form part of this Annual Report.

AUDITORS

Statutory Auditor

Pursuant to the provisions of Section 139(2) of the Act and the rules made thereunder, the Members at their 15th AGM held on September 29, 2022 had appointed M/s. Jain Salia & Associates, Chartered Accountants (Firm Registration Number 116291W) as the Statutory Auditors of the Company for a term of five years, i.e., from the conclusion of the 15th AGM till the conclusion of 20th AGM.

There is no qualifications, reservations or adverse remarks made by Statutory Auditors, in their report on Financial Statements of the Company and hence do not call for any further explanation or comments from the Board under Section 134(3) (f) of the Act. Further, there were no frauds reported by the Statutory Auditors as specified under Section 143(12) of the Act.

The Notes on financial statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. D. M. Zaveri & Co., Company Secretaries as Secretarial Auditor to undertake the Secretarial Audit of the Company for the FY 2023-24.

Further, in terms of the regulatory requirements; M/s D. M. Zaveri & Co. has issued the Annual Secretarial Compliance Report, confirming compliance by the Company of the applicable SEBI regulations and circulars / guidelines issued thereunder.

The Secretarial Audit Report is appended as Annexure B to this Report. There is no adverse remark, qualification, reservation or disclaimer in the Secretarial Audit Report. Further, there were no frauds reported by the Secretarial Auditors as specified under Section 143(12) of the Act.

Cost Records and Cost Audit

Pursuant to Section 148 of the Companies Act read with the Companies (Cost Records and Audit) Rules, 2014, maintenance of cost records is applicable to the Company and accordingly, such accounts and records are being maintained.

The Board of Directors, based on the recommendations of the Audit Committee, appointed Kishore Bhatia & Associates, (Firm Registration No. 00294), Cost Accountants, as Cost Auditors to audit the cost accounts of the Company for the financial year 2024-2025 on agreed remuneration of Rs. 1,35,000/-.

As required under the Act, necessary resolution seeking Members'' ratification for the remuneration payable to Kishore Bhatia & Associates for FY 2024-25 is provided in the Notice of the ensuing Annual General Meeting. The Cost Audit Report in respect of the financial year 2023-24 will be filed within the statutory timeline.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has strong commitment towards conservation of energy, natural resources and adoption of latest technology in its areas of operation.

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is provided as Annexure C of Director''s Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure D of Director''s Report.

In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the Members excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said information is available for inspection by the members.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors confirm that, to the best of their knowledge and belief:

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

^B. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit 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 have prepared the annual

accounts on a going concern basis;

_E. The directors had laid down internal

financial controls to be followed by the Company and that such financial controls are adequate and are operating effectively;

F. The directors had devised proper systems to

ensure compliance with the provisions of all applicable laws are in place and such systems are adequate and operating

effectively.

SECRETARIAL STANDARDS

The Company has complied with Secretarial

Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate system of internal controls commensurate with the size of its operation and business to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and to ensure that all the business transactions are authorized, recorded and reported correctly and adequately.

During the year, M/s. Sanket Sangoi & Associates, Chartered Accountants were appointed as the Internal Auditors by the Board of Directors for the FY 2023-24. The Board of Directors at its meeting held on May 28, 2024, upon recommendation of Audit Committee has approved the appointment of M/s. Sanket Sangoi & Associates, Chartered

Accountants, (FRN: 137348W), as the Internal Auditor of the Company for the FY 2024-25. The Audit Committee reviews reports submitted by Internal Auditor. Suggestions for improvement are considered and the Audit Committee reviews on the corrective actions taken by the Management. The Internal Auditor report directly to Audit Committee.

For more details on the topic, please refer to the Management Discussion and Analysis report which form part of the Annual Report.

BOARD MEETINGS

During the year, the Board met 5 (Five) times. The details of the Board meetings held during FY 2023-24 are disclosed in the Corporate Governance Report appended to this Report.

COMMITTEES OF THE BOARD

The Board of Directors has constituted various statutory committees comprising of Executive, Non-Executive and Independent Directors to discharge various functions, duties and responsibilities cast under the Act, the SEBI Listing Regulations and other applicable statutes, rules and regulations applicable to the Company from time to time.

Currently, the Board of Directors has formulated following committees, viz.

1. Audit Committee

2. Nomination & Remuneration Committee 3.Stakeholder''s Relationship Committee

The details of the meetings, composition and terms of reference of the Committees are disclosed in Corporate Governance Report appended to this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

For the FY 2023-24, the provisions of Section 135 of the Companies Act, 2013 w.r.t. Corporate Social Responsibility are not applicable to the Company.

VIGIL MECHANISM

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) and (10) of the Act and Regulation 22 of the SEBI Listing Regulations, your Company has adopted Whistle Blower Policy for Directors and employees to report genuine concerns to the management of the Company. The whistle blower policy of the Company is posted on the website of the Company and may be accessed at https://www.panachedigilife.com/corporate-governance#policies.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED BY THE COMPANY

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company have been disclosed in the Financial Statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

All Related Party Transactions that were entered during the financial year were in the ordinary course of business and at arm''s length basis. The Audit Committee grants an omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. For other transactions, the Company obtains specific approval of the Audit Committee before entering into any such transactions. A statement giving details of all Related Party Transactions are placed before the Audit Committee on a quarterly basis for its review. Disclosure as required by the Indian Accounting Standards (Ind AS 24) has been made in the notes to the Financial Statements.

There were no materially significant RPTs made by the Company with Promoters, Directors, KMPs or Body Corporate(s), which had a potential conflict with the interest of the Company at large. Accordingly, the disclosure of RPTs as required under the provisions of Section 134(3)(h) of the Act in Form AOC-2 is not applicable.

The Policy on related party transactions, as formulated by the Board is available on the Company''s website

at https://www.panachedigilife.com/corporate-governance#policies.

RISK MANAGEMENT

The Company has formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day-to-day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat the risk. The Risk management procedure will be reviewed by the Audit Committee and Board of Directors on time-to-time basis.

For more details on the topic, please refer to the Management Discussion and Analysis report which forms part of the Annual Report. Policy on Risk Management is available on the Company''s website at

https://www.panachedigilife.com/corporate-governance#policies.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy for prevention, prohibition and redressal of sexual harassment at workplace. Further, the Company has constituted an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, where complaints in the nature of sexual harassment can be registered. Appropriate reporting mechanisms are in place for ensuring protection against sexual harassment and the right to work with dignity. During the year under review, the Company has not received any complaints in this regard.

The Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace is available on the Company''s website at

https://www.panachedigilife.com/corporate-governance#policies.

ANNUAL RETURN

The Annual Return in Form MGT 7 as required under Section 92(3) of the Companies Act, 2013 is available on the website of the Company at https://www.panachedigilife.com/shareholder-information#agm.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year, no significant and material orders have been passed against the Company by any Regulators or Courts or Tribunals impacting the Company''s going concern status and operations in future.

HUMAN RESOURCE / INDUSTRIAL RELATIONS

Human Resource is considered as one of the most critical resources in the business which can be continuously smoothened to maximize the effectiveness of the organization. Human Resource builds the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company''s Policies and Systems. All personnel continue to have healthy, cordial and harmonious approach thereby enhancing the contributory value of the Company. The Company has generally enjoyed cordial relations with its personnel.

The engagement with workmen and staff remained cordial and harmonious during the year and the management received full co-operation from employees.

The Company (excluding subsidiaries) had 33 employees on its rolls as on March 31, 2024. The Board places on record its sincere appreciation for the valuable contribution made by the employees across all levels whose enthusiasm, team efforts, devotion and sense of belonging has always made the Company proud.

INSOLVENCY AND BANKRUPTCY

The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year and hence not being commented upon.

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 Financial Year under review, there has been no incident of one-time settlement for loan taken from the banks of financial institutions and hence not being commented upon.

OTHER INFORMATION / DISCLOSURES

Wherever applicable, refer the Company''s website www.panachedigilife.com or relevant details will be provided to the members on written request to the Company Secretary.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the devoted services of the employees, who have largely contributed to the efficient management of your Company. The Directors also place on record their appreciation for the continued support from the shareholders, customers, suppliers, Governments, bankers, lenders and other stakeholders.

By order of the Board of Directors of Panache Digilife Limited

Amit Devchand Rambhia

Date: August 13, 2024 Chairman & Managing Director

Place: Mumbai DIN: 00165919

1

Mr. Jayesh Rambhia (DIN: 02049473) was appointed as an Additional Independent Director for a period of 5 years effective from February 14, 2023 to February 13, 2028 in the Board meeting held on February 14, 2023, and his appointment as an Independent Director was approved by the members by way of Postal Ballot on May 4, 2023.

---

Mar 31, 2023

The Directors of your Company have the pleasure in presenting the Sixteenth Annual Report together with the audited financial statements for the financial year (“FY”) ended March 31,2023.

FINANCIAL RESULTS

The summary of the Company’s financial performance, both on a standalone and consolidated basis, for FY 23 as compared to the previous FY i.e., FY 22 is given below:

Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from operations	11179.60	8590.94	11179.60	8590.94
Other income	143.26	264.53	89.91	200.51
Earnings before interest, tax, depreciation and amortization (EBITDA) and prior period adjustments (excluding other income)	560.08	445.27	560.08	445.27
Depreciation and amortization expenses	79.09	69.82	79.09	69.82
Finance Cost	393.04	327.49	393.04	327.49
Profit before tax (PBT) from continuing operations	231.21	297.52	177.86	233.50
Tax expense	46.02	87.89	46.02	87.89
Profit after tax (PAT) from continuing operations	185.18	209.63	131.83	145.60
Share of Profit / (loss) from associate company	-	-	(0.52)	0.43
Profit/(Loss) from discontinuing operations	-	-	(48.90)	(66.13)
Profit after tax (PAT)	185.18	209.63	82.41	79.90
*Previous year figures have been regrouped / rearranged wherever necessary.

Standalone Performance

During the year, your Company achieved total revenue of ?11179.60 Lakhs as compared to ?8590.94 Lakhs in the previous year.

The Earnings before Interest, Tax, Depreciation and Appropriations (EBITDA) stood at ? 560.08 Lakhs in the current year as compared to ? 445.27 Lakhs during the previous year.

During the year, the Net Profit after Tax stood at ?185.18 Lakhs as compared to ? 209.63 Lakhs in the previous year.

Consolidated Performance

Your Company achieved total revenue of ?11179.60 Lakhs as compared to ?8590.94 Lakhs in the previous year.

The Earnings before Interest, Tax, Depreciation and Appropriations (EBITDA) stood at ? 560.08 Lakhs in the current year as compared to ? 445.27 Lakhs during the previous year.

The Net Profit after Tax stood at ? 82.41 Lakhs as compared to ? 79.90 Lakhs in the previous year.

STATE OF THE COMPANY’S AFFAIRS

The information on the affairs of the Company has been given as part of the Management Discussion & Analysis Report forming part of this Report.

MATERIAL CHANGES AND COMMITMENT

There were no other material changes and commitment affecting financial position which have occurred between the end of the financial year of the company to which the financial statements relate and the date of this Report.

DIVIDEND

The Board of Directors of the Company thought it would be prudent to conserve capital and has not recommended dividend for the FY 2022-23.

TRANSFER TO RESERVE

Your Company does not propose to transfer any amount from the current year’s profits to the General Reserve.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there are no funds or shares which are required to be transferred to Investor Education and Protection Fund (IEPF).

CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the period.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31,2023 was ?12 Crores. There was no change in the share capital during the period.

DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Further, in compliance with 1^st proviso of Rule (2)(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014 read with amendment rules thereto, during the year the Company has accepted loans from directors for business purpose along with a declaration in writing from them to the effect that the said loan amount is not being given out of funds acquired by borrowing or accepting loans or deposits from others;

Sr. No.	Name of the person	Relation with the Company	Amount received during the year	Amount Outstanding as on March 31, 2023
1	Amit Rambhia	Managing Director	13,00,000	Nil
2	Devchand Rambhia	Whole-Time Director	8,70,000	20,70,000
3	Nikit Rambhia	Joint Managing Director	6,50,000	5,59,416

SUBSIDIARY & ASSOCIATE COMPANY AND CONSOLIDATION OF FINANCIAL STATEMENT

A list of bodies corporate which are subsidiaries / associates of your Company as on March 31,2023 is as follows;

Technofy Digital Private Limited	Wholly Owned Subsidiary
ICT Infratech Services Private Limited	Associate Company

The Board of Directors reviewed the affairs of the Subsidiaries and Associate Company. In accordance with Section 129(3) of the Act, we have prepared consolidated financial statements of the Company, its Subsidiary and Associate Company in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (‘Ind AS’), which forms part of this Annual Report. A statement containing the salient features of the financial position of the Subsidiary Companies and Associate Company in Form AOC-1 is annexed as Annexure A. In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and financials of subsidiary Companies are also available on our website at https://www.panachedigilife.com/financials.

The Policy for determining material subsidiaries, pursuant to the provisions of Securities and Exchange Board of India (‘SEBI’) (Listing Obligations and Disclosure Requirements) Regulation, 2015 (‘the SEBI Listing Regulations’), may be accessed on the Company’s website at https://www.panachedigilife.com/corporate-governance#policies.

BOARD OF DIRECTOR’S & KEY MANAGERIAL PERSONNEL

Directors

The composition of the Board is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations, with an appropriate combination of Non-Executive Directors and Independent Directors. The complete list of Directors of the Company has been provided as part of the Corporate Governance Report.

During the year under review;

> Mr. Devchand Rambhia (DIN: 00165851) was liable to retire by rotation and being eligible was re-appointed at the 15^th Annual General Meeting held on September 29, 2022.

> Mr. Amit Rambhia (DIN: 00165919) was reappointed as Managing Director for a period of 3 years effective from February 17, 2023 to February 16, 2026 in the Board meeting held on August 10, 2022 and his appointment was approved by member in 15^th Annual General Meeting held on September 29, 2022.

> Mr. Nikit Rambhia (DIN: 00165678) was reappointed as Joint Managing Director for a period of 3 years effective from February 17, 2023 to February 16, 2026 in the Board meeting held on August 10, 2022 and his appointment was approved by member in 15^th Annual General Meeting held on September 29, 2022.

> Mr. Bhavin Adani (DIN: 02919483), who was appointed as an Independent Director of the Company for a second term of 5 (Five) years w.e.f. February 17, 2018 to February 16, 2023 has ceased to be an Independent Director of the Company with effect from close of business hours of February 16, 2023 pursuant to completion of aforesaid term.

> Mr. Devchand Rambhia (DIN: 00165851) who was reappointed as Whole Time Director of the Company for a period of 3 (Three) years w.e.f. February 17, 2020 to February 16, 2023 had expressed his unwillingness to further continue as a Whole Time Director of the Company and stepped down with effect from close of business hours of February 16, 2023.

The Board records its deep appreciation for valuable contribution and support by Mr. Bhavin Adani and Mr. Devchand Rambhia during their term as the Director of the Company.

> Mr. Nitesh Savla (DIN: 05155342), Chief Financial Officer of the Company was appointed as the Whole Time Director for a period of 3 years effective from February 14, 2023 to February 13, 2026 in the Board meeting held on February 14, 2023 and his appointment was approved by the members by way of Postal Ballot on May 4, 2023.

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> Mr. Jayesh Rambhia (DIN: 02049473) was appointed as an Additional Independent Director for a period of 5 years effective from February 14, 2023 to February 13, 2028 in the Board meeting held on February 14, 2023, and his appointment as an Independent Director was approved by the members by way of Postal Ballot on May 4, 2023.

Section 152 of the Act provides that unless the Articles of Association provide for retirement of all directors at every AGM, not less than two-third of the total number of directors of a public company (excluding the Independent Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation, of which one-third are liable to retire by rotation. Accordingly, Mr. Amit Rambhia (DIN: 00165919), will retire by rotation at ensuing AGM and being eligible, has offered himself for reappointment.

The terms and conditions of appointment of Independent Director are available on the website of the Company at https://www.panachedigilife.com/corporate-governance#board. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

Key Managerial Personnel

Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act read with the Rules framed thereunder, the following persons are the Key Managerial Personnel of the Company as on March 31,2023.

1. Mr. Amit Rambhia - Managing Director

2. Mr. Nikit Rambhia - Joint Managing Director

3. Mr. Nitesh Savla* - CFO & Whole Time Director

4. Mr. Harshil Chheda - Company Secretary & Compliance Officer

*Mr. Devchand Rambhia ceased as a Whole-Time Director of the Company pursuant to completion of tenure with effect from February 16, 2023 and Mr. Nitesh Savla, Chief Financial Officer of the Company was appointed as the Whole- time Director of the Company with effect from February 14, 2023.

Declaration by Independent Directors

All the Independent Directors have submitted the declaration of independence, pursuant to Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, stating they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his / her ability to discharge his / her duties with an objective independent judgment and without any external influence.

All Independent Directors of the company have confirmed that they have registered themselves with Independent Directors Database of the Indian Institute of Corporate Affairs (IICA) and have cleared online proficiency test of IICA, as applicable.

Annual Evaluation of Directors, Committees and Board

Pursuant to the Act and the SEBI Listing Regulations, the Company has “Directors Performance Evaluation Policy” in place. In accordance with the said Policy, all the Directors had filled up Questionnaire and feedback form for evaluation of individual Directors, Board as a whole, Chairman, committees, and Independent Directors, whose format forms part of the policy. Thereafter Board evaluated every Director including Independent Director at its meeting held on February 14, 2023.

The Board has also evaluated its own performance, Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee, Chairman and all Directors individually. The Board concluded that the overall performance of all the Directors was very good.

Independent Director’s Separate Meeting

A separate meeting of Independent Directors of the Company, was held on February 14, 2023 as required under Schedule IV to the Act (Code for Independent Directors) and Regulation 25(3) of the SEBI Listing Regulations.

At the meeting following matters were taken up;

• reviewed the performance of Non-Independent Directors and the Board as a whole.

• reviewed the performance of the Chairperson of the Company.

• assess the quality, quantity and timeliness of flow of information.

All Independent Directors of the Company attended the Meeting of Independent Directors.

Familiarization Programme

The Company has familiarized the Independent Directors with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, etc. The details relating to the familiarization programme are available on the website of the company at

https://www.panachedigilife.com/corporate-governance#board.

Policy on Directors’ Appointment and Remuneration

The Nomination and Remuneration Policy of the Company has been formulated in terms of Section 178 of the Act. This Policy governs policy relating to Director’s, Key Managerial Personnel’s and Senior Management’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director. The complete disclosure of the said policy is available on the Company’s website at

https://www.panachedigilife.com/corporate-governance#policies.

PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company Securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on the Company’s website https://www.panachedigilife.com/corporate-governance.

MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT

In terms of Regulation 34 of the Listing Regulations, a separate section on Management Discussion and Analysis and Corporate Governance Report together with a certificate from a Practicing Company Secretary confirming compliance with the SEBI Listing Regulations relating to Corporate Governance of the Listing Regulations are set out and form part of this Annual Report.

AUDITORS

Statutory Auditor

Pursuant to the provisions of Section 139(2) of the Act and the rules made thereunder, the Members at their 15^th AGM held on September 29, 2022 has appointed M/s. Jain Salia & Associates, Chartered Accountants

(Firm Registration Number 116291W) as the Statutory Auditors of the Company for a term of five years, i.e., from the conclusion of the 15^th AGM till the conclusion of 20^th AGM.

There is no qualifications, reservations or adverse remarks made by Statutory Auditors, in their report on Financial Statements of the Company and hence do not call for any further explanation or comments from the Board under Section 134(3)(f) of the Act. Further, there were no frauds reported by the Statutory Auditors as specified under Section 143(12) of the Act.

The Notes on financial statements referred to in the Auditor’s Report are self-explanatory and do not call for any further comments.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. D. M. Zaveri & Co., Company Secretaries as Secretarial Auditor to undertake the Secretarial Audit of the Company for the FY 2022-23.

Further, in terms of the regulatory requirements; M/s D. M. Zaveri & Co. has issued the Annual Secretarial Compliance Report, confirming compliance by the Company of the applicable SEBI regulations and circulars / guidelines issued thereunder.

The Secretarial Audit Report is appended as Annexure B to this Report. There is no adverse remark, qualification, reservation or disclaimer in the Secretarial Audit Report. Further, there were no frauds reported by the Secretarial Auditors as specified under Section 143(12) of the Act.

Cost Records and Cost Audit

Pursuant to Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, maintenance of cost records is applicable to the Company and accordingly, such accounts and records are being maintained by the Company.

During the year, Company was not required to carry out Cost Audit pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014. However, pursuant to the said provision, the Cost audit became applicable to the company for the FY 2023-24 and accordingly the Board of Directors, based on the recommendation of the Audit Committee, appointed M/s Kishore Bhatia & Associates (Firm Registration No. 00294), Cost Accountants, as Cost Auditors to audit the cost records of the Company for the FY 2023-24 on agreed remuneration of Rs. 1,10,000/- plus applicable taxes and reimbursement of out-of-pocket expenses at actual.

M/s Kishore Bhatia & Associates, Cost Accountants being eligible, have consented to act as a Cost Auditor for conducting the cost audit of the Company for the FY 2023-24. As required under the Act, necessary resolution seeking Members’ ratification for the remuneration payable to Kishore Bhatia & Associates for the FY 2023-24 will be placed at the forthcoming Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has strong commitment towards conservation of energy, natural resources and adoption of latest technology in its areas of operation.

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is provided as Annexure C of Director’s Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure D of Director’s Report.

In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the Members excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said information is available for inspection by the members.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors confirm that, to the best of their knowledge and belief:

A. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

B. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit 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 have prepared the annual accounts a on a going concern basis;

E. the directors had laid down internal financial controls to be followed by the Company and that such financial controls are adequate and are operating effectively;

F. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws are in place and such systems are adequate and operating effectively.

SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate system of internal controls commensurate with the size of its operation and business to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and to ensure that all the business transactions are authorized, recorded and reported correctly and adequately.

During the year, M/s. SSPK & Associates, Chartered Accountants were appointed as the Internal Auditors by the Board of Directors for the FY 2022-23. The Board of Directors at its meeting held on May 24, 2023, upon recommendation of Audit Committee has approved the appointment of M/s. Sanket Sangoi & Associates, Chartered Accountants, (FRN: 137348W), as the Internal Auditor of the Company for the FY 2023-24. The Audit Committee reviews reports submitted by Internal Auditor. Suggestions for improvement are considered and the Audit Committee reviews on the corrective actions taken by the Management. The Internal Auditor report directly reports to Audit Committee.

For more details on the topic, please refer to the Management Discussion and Analysis report which form part of the Annual Report.

BOARD MEETINGS

During the year, the Board met 4 (Four) times. The details of the Board meetings held during FY 2022-23 are disclosed in the Corporate Governance Report appended to this Report.

COMMITTEES OF THE BOARD:

The Board of Directors has constituted various statutory committees comprising of Executive, Non-Executive and Independent Directors to discharge various functions, duties and responsibilities cast under the Act, the SEBI Listing Regulations and other applicable statutes, rules and regulations applicable to the Company from time to time.

Currently, the Board of Directors has formulated following committees, viz.

i. Audit Committee

ii. Nomination & Remuneration Committee

iii. Stakeholder’s Relationship Committee

The details of the meetings, composition and terms of reference of the Committees are disclosed in Corporate Governance Report appended to this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

For the FY 2022-23, the provisions of Section 135 of the Companies Act, 2013 w.r.t. Corporate Social Responsibility are not applicable to the Company.

VIGIL MECHANISM

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) and (10) of the Act and Regulation 22 of the SEBI Listing Regulations, your Company has adopted Whistle Blower Policy for Directors and employees to report genuine concerns to the management of the Company. The whistle blower policy of the Company is posted on the website of the Company and may be accessed at https://www.panachedigilife.com/corporate-governance#policies.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED BY THE COMPANY

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company have been disclosed in the Financial Statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

All Related Party Transactions that were entered during the financial year were in the ordinary course of business and at arm’s length basis. The Audit Committee grants an omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. For other transactions, the Company obtains specific approval of the Audit Committee before entering into any such transactions. A statement giving details of all Related Party Transactions are placed before the Audit Committee on a quarterly basis for its review. Disclosure as required by the Indian Accounting Standards (Ind AS 24) has been made in the notes to the Financial Statements.

There were no materially significant RPTs made by the Company with Promoters, Directors, KMPs or Body Corporate(s), which had a potential conflict with the interest of the Company at large. Accordingly, the disclosure of RPTs as required under the provisions of Section 134(3)(h) of the Act in Form AOC-2 is not applicable.

The Policy on related party transactions, as formulated by the Board is available on the Company’s website at https://www.panachedigilife.com/corporate-governance#policies.

The Company has formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day-to-day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat the risk. The Risk management procedure will be reviewed by the Audit Committee and Board of Directors on time-to-time basis.

For more details on the topic, please refer to the Management Discussion and Analysis report which forms part of the Annual Report. Policy on Risk Management is available on the Company’s website at https://www.panachedigilife.com/corporate-governance#policies.

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

The Company has in place a policy for prevention, prohibition and redressal of sexual harassment at workplace. Further, the Company has constituted an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, where complaints in the nature of sexual harassment can be registered. Appropriate reporting mechanisms are in place for ensuring protection against sexual harassment and the right to work with dignity. During the year under review, the Company has not received any complaints in this regard.

The Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace is available on the Company’s website at https://www.panachedigilife.com/corporate-governance#policies.

ANNUAL RETURN

The Annual Return in Form MGT 7 as required under Section 92(3) of the Companies Act, 2013 is available on the website of the Company at https://www.panachedigilife.com/shareholder-information#agm.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year, no significant and material orders have been passed against the Company by any Regulators or Courts or Tribunals impacting the Company’s going concern status and operations in future.

HUMAN RESOURCE / INDUSTRIAL RELATIONS

The engagement with workmen and staff remained cordial and harmonious during the year and the management received full co-operation from employees.

The Company (excluding subsidiaries) had 39 employees on its rolls as on March 31, 2023. The Board places on record its sincere appreciation for the valuable contribution made by the employees across all levels whose enthusiasm, team efforts, devotion and sense of belonging has always made the Company proud.

OTHER INFORMATION / DISCLOSURES

No application has been made by the Company and there are no proceedings pending against the Company, under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year 2022-23.

There were no transactions requiring disclosure or reporting in respect of matters relating to one-time settlement with any bank or financial institution.

Wherever applicable, refer the Company’s website www.panachedigilife.com or relevant details will be provided to the members on written request to the Company Secretary.

The Directors wish to place on record their appreciation for the devoted services of the employees, who have

largely contributed to the efficient management of your Company. The Directors also place on record their appreciation for the continued support from the shareholders, customers, suppliers, Governments, bankers, lenders and other stakeholders.

For and on behalf of the Board of Directors of Panache Digilife Limited

Amit Devchand Rambhia

^{Date: August 10} 2023 Chairman & Managing Director

^{Place: Mumbai} DIN: 00165919

---

Mar 31, 2018

To the Members of Panache Digilife Limited

The Directors are delighted to present the 11^th Annual Report on the business and operations of the Company together with the Audited Standalone & Consolidated Financial Statement of Panache Digilife Limited (“the Company”) for the financial year ended 31^st March, 2018.

STATE OF THE COMPANY’S AFFAIRS

Financial Performance

The summarized standalone and consolidated financial results of your Company are given below:

(Rs. in lakhs)

Particulars		Financial Year Ended
	Standalone		Consolidated
	31/03/2018	31/03/2017	31/03/2018	31/03/2017
Revenue from operations (net)	7709.61	5621.09	10250.26	7894.17
Other income	53.48	56.50	53.48	56.50
Earnings before interest, tax, depreciation and amortization (EBITDA) and prior period adjustments	452.96	417.22	701.94	680.38
Depreciation and amortization expenses	15.48	15.75	15.48	15.75
Finance Cost	120.26	185.86	122.60	185.86
Profit before tax (PBT)	361.37	271.30	608.01	534.46
Profit after tax and minority interest (PAT)	235.72	179.27	480.41	442.43

*Previous year figures have been regrouped / rearranged wherever necessary.

Accounting treatment in preparation of Financial Statements:

The Financial Statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 and other relevant provisions of the Act.

Standalone Performance

Your Company achieved total revenue of Rs. 7709.61 Lakhs as compared to Rs. 5621.09 Lakhs in the previous year, representing a year-on-year growth of 37.16%.

The Earnings before Interest, Depreciation, Tax and Appropriations (EBITDA) stood at Rs. 452.96 Lakhs in the current year as compared to Rs. 417.22 Lakhs during the previous year representing a year-on-year growth of 8.57%.

During the year under review, the Company registered growth of 31.49% in the Net Profit after Tax which stood at Rs. 235.72 Lakhs as compared to Rs. 179.27 Lakhs in the previous year.

Consolidated Performance

Your Company achieved total revenue of Rs. 10250.26 Lakhs as compared to Rs. 7894.17 Lakhs in the previous year, representing a year-on-year growth of 29.85%.

The Earnings before Interest, Depreciation, Tax and Appropriations (EBITDA) stood at Rs. 701.94 Lakhs in the current year as compared to Rs. 680.38 Lakhs during the previous year representing a year-on-year growth of 3.17%.

During the year under review, the Company registered growth of 8.58% in the Net Profit after Tax which stood at Rs. 480.41 Lakhs as compared to Rs. 442.43 Lakhs in the previous year.

Change in Nature of Business, if any

During the year, there is no change in the nature of the business of the Company.

DIVIDEND

Keeping in view the continued good performance, future fund requirements of the Company and policy of the Company for rewarding Members, your Directors are pleased to recommend a dividend of Rs. 0.50 per equity share of Face Value Rs. 10/- on 18,00,000 equity shares (excluding the Equity Share upon which the members have waived/forgone his/their right to receive the dividend by him/them for financial year 2017-18) for the financial year 2017-18. The dividend, if approved by the members of the Company in the AGM, shall be subject to Dividend Distribution Tax to be paid by your Company but will be tax-free in the hands of the Members.

Members belonging to the promoter group of your Company have waived their right to receive dividend for the Financial Year 2017-18 and hence the Dividend, if any, approved by the Members at the ensuing Annual General Meeting shall be only upon 18,00,000 Equity Shares.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there are no funds or shares which are required to be transferred to Investor Education and Protection Fund (IEPF).

As on 31^st March, 2018, total unclaimed dividend stood Rs. 3,200/-.

TRANSFER TO RESERVE

Your Company does not propose to transfer any amount from the current year’s profits to the General Reserve. (Previous year Nil).

SHARE CAPITAL

The movement of Equity Capital is as under:

Particulars	No. of Equity Shares
Equity Capital as on 01.04.2017	42,00,000
Increase / Decrease during the year	18,00,000
Equity Capital as on 31.03.2018	60,00,000

During the year under review, the Company has issued 18,00,000 shares by Initial Public Offer.

The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

INITIAL PUBLIC OFFER

In the Financial year 2017-18, the Company came out with an IPO of 18,00,000 Equity Shares of Face Value of Rs. 10/- each for cash at a price of Rs. 81/- per Equity share (including a share premium of Rs. 71/- per Equity Share) aggregating to Rs. 1458 Lakh. The said public issue was approved by the Members in their Extra-Ordinary General Meeting of the Company held 17^th February, 2017.

The Public issue opened for subscription on 11^th April, 2017 and closed on 17^th April, 2017. The issue has received 1,491 applications for 41,74,400 Equity Shares (before Technical Rejections, bids not banked and invalid duplicate bids) including Market Maker Applications of 92,800 Equity Shares. The issue was subscribed to the extent of 3.32 times as per application data (before Technical Rejections, bids not banked and invalid duplicate bids). After considering the technical rejections cases, the issue was subscribed 2.21 times. The basis of allotment was finalised in consultation with the Designated Stock Exchange on 20^th April, 2017. The allotment of 18,00,000 equity shares was made on 21^st April, 2017.

The Company had made an application to NSE for listing of its securities on the NSE SME platform on 21^st April, 2017 pursuant to Initial Public Issue of 18,00,000 Equity Shares of Rs. 10/- each at a premium of Rs. 71/- per Equity Share. NSE has given final approval for listing and trading of 60,00,000 Equity Shares of Rs. 10/- each on NSE SME platform from 25^th April, 2017 onwards with Symbol ‘PANACHE’.

The Company has complied with all the requirements prescribed by the Companies Act, 2013, various SEBI regulations and stock exchange’s requirement, wherever requires.

STATUS OF UTILIZATION OF PROCEEDS RAISED FROM IPO

Pursuant to Regulation 32 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, we confirm that there is no deviation or variation in the use of proceeds from the objects stated in the prospectus and the actual utilization of funds and details of utilization are mentioned in the below table;

(Rs. in Lakhs)

Sr. No.	Particulars	Amount allocated for object, as disclosed in the Prospectus	Utilisation of fund received from allotment of shares	Deviation, if any
1	For IPO Issue Expenses	60.00	60.00	-
2	For Working Capital purpose	1200.00	1200.00	-
3	For General Corporate purpose	198.00	198.00	-
Total		1458.00	1458.00	-

SUBSIDIARY COMPANY AND CONSOLIDATION OF FINANCIAL STATEMENT

The Board of Directors reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared Consolidated Financial Statements of the Company and its Subsidiary in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (‘Ind AS’), which forms part of this Annual Report. A statement containing the salient features of the financial position of the subsidiary companies in Form AOC-1 is annexed as Annexure A. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of subsidiary is also available on our website at www.panachedigilife.com.

Further, none of the Company’s subsidiaries, joint ventures or associate companies have become or ceased to be Company’s subsidiaries, joint ventures or associate companies.

The Policy for determining material subsidiaries as approved may be accessed on the Company’s website at the link: www.panachedigilife.com.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations and that such internal financial controls are adequate and were operating effectively.

CORPORATE GOVERNANCE

Your Company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility and accountability and is committed to adopting and adhering to best Corporate Governance practices.

The Board considers itself as a trustee of its shareholders and acknowledges its responsibilities towards them for creation and safeguarding their wealth. As a part of its growth strategy, it is committed to high levels of ethics and integrity in all its business dealings that avoid conflicts of interest. In order to conduct business with these principles, the Company has created a corporate structure based on business needs and maintains a high degree of transparency through regular disclosures with a focus on adequate control systems.

However, as per provisions of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, providing a separate report on Corporate Governance under Regulation 34(3) read with para C of Schedule V is not applicable to the Company since it is listed on the SME Exchange.

RISK MANAGEMENT

The Company has formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day to day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat the risk. The Risk management procedure will be reviewed by the Audit Committee and Board of Directors on time to time basis.

For more details on the topic, please refer to the Management Discussion and Analysis report which form part of the Annual Report. Policy on Risk Management is available on the website of the Company www.panachedigilife.com.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

All transactions entered into with the related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on arm’s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year other than those mentioned in Form AOC-2 at Annexure B of this Director’s Report.

Also, suitable disclosure as required by the Indian Accounting Standards (Ind AS 24) has been made in the notes to the Financial Statements.

Further all Related Party Transactions are placed before the Board / Audit Committee for approval. Prior omnibus approval of the Board / Audit Committee is obtained for the transactions which are of a foreseen or repetitive in nature. A statement of all Related Party Transactions is placed before the Board / Audit Committee for its review on a meeting to meeting basis, specifying the nature, value and terms and conditions of the transactions.

Policy on Related Party Transactions

As per Regulation 15 of SEBI (LODR) Regulations, 2015, Company is exempted from complying with Regulation 23 of SEBI (LODR) Regulations, 2015 and hence preparing a Policy on Related Party Transactions is not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

For the year under review, the provisions of Section 135 of the Companies Act, 2013 w.r.t. Corporate Social Responsibility are not applicable to the Company.

PREVENTION OF INSIDER TRADING

Your Company has adopted the “Code of Conduct on Prohibition of Insider Trading” and “Code of fair disclosure of Unpublished Price Information” for regulating the dissemination of Unpublished Price Sensitive Information and trading in securities by Insiders. The Code of Conduct on Prohibition of Insider Trading was amended in the board meeting dated 29^th May, 2018. The said codes are also available on the website of the Company www.panachedigilife.com.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Changes in Directors & KMP

- Mr. Amit Devchand Rambhia (holding DIN: 00165919) was liable to retire by rotation and being eligible was reappointed as Managing Director of the Company at the 10^th Annual General Meeting held on 21^st September, 2017.

- Mr. Rohit Mathur (holding DIN: 06583736) was appointed as Independent Director of the Company for the first term by the Members in the 10^th AGM of the Company on 21^st September, 2017 w.e.f. 17^th February, 2017 and further re-appointed as Independent Director for the second term of 5 years w.e.f. 17^th February, 2018 upto 16^th February, 2023 by the Members through Postal Ballot.

- Mrs. Meeta K. Mehta (holding DIN: 07515717) was appointed as Independent Director of the Company for the first term by the Members in the 10^th AGM of the Company on 21^st September, 2017 w.e.f. 17^th February, 2017 and further re-appointed as Independent Director for the second term of 5 years w.e.f. from 17^th February, 2018 upto 16^th February, 2023 by the Members through Postal Ballot.

- Mr. Bhavin Vinod Adani (holding DIN: 02919483) was appointed as Independent Director of the Company for the first term by the Members in the 10^th AGM of the Company on 21^st September, 2017 w.e.f. 17^th February, 2017 and further re-appointed as Independent Director for the second term of 5 years w.e.f. 17^th February, 2018 upto 16^th February, 2023 by the Members through Postal Ballot.

- Mr. Devchand Lalji Rambhia (holding DIN: 00165851) received approval of Members in the 10^th AGM of the Company on 21^st September, 2017 for continuation as Whole-Time Director upon attaining 70 years of age during the term of his appointment.

- During the year under review, there is no change in the Company Secretary & Compliance Officer and CFO of the Company. Ms. Jinkle Khimsaria is the Company Secretary & Compliance Officer and Nitesh Savla is the CFO of the Company.

Director Retiring by Rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Nikit Devchand Rambhia (holding DIN: 00165678), Joint Managing Director of the Company, retires by rotation at ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his reappointment as Director liable to retire by rotation at the ensuing Annual General Meeting.

Declaration by Independent Directors:

In accordance with the Section 149(7) of the Act, each Independent Director has given a written declaration to the Company at the time of their appointment, re-appointment and at the first meeting of the Board of Directors in every financial year confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015. Also, in the opinion of the Board, the Independent directors meet the said criteria.

Number of Board Meetings and attendance thereat by Board:

Your Board of Directors (“Board”) meets at regular intervals to discuss and decide on various business policies, strategies, financial matters and other businesses. Date of the Board Meetings are decided and communicated to the Directors well in advance. In case of exigencies or urgency of matters, resolutions are passed by circulation or on a shorter notice for such matters as permitted by law.

The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013.

During the year under review, the Board of your Company met 7 (Seven) times on 18^th April, 2017; 21^st April, 2017; 23^rd May, 2017; 18^th August, 2017; 12^th September, 2017; 14^th November, 2017 and 13^th February, 2018. The details of attendance of each Director at the Board Meetings are given below;

Sr. No.	Name of the Director	No. of Board Meetings eligible	No. of Board Meetings attended
1	Amit Rambhia	7	7
2	Nikit Rambhia	7	5
3	Devchand Rambhia	7	7
4	Rohit Mathur	7	7
5	Meeta K. Mehta	7	7
6	Bhavin Adani	7	7

During the year under review there was one General Meeting held on 21st September, 2017 i.e. Annual General Meeting and all the six Directors were present at the said meeting.

Compliance with Secretarial Standards on Board and Annual General Meetings:

The Company has complied with Secretarial Standards 1 & 2 issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

Committees of the Board:

The Board of Directors has constituted various statutory committees comprising of Executive, Non-Executive and Independent Directors to discharge various functions, duties and responsibilities cast under the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and other applicable statutes, rules and regulations applicable to the Company from time to time. The Committees also focus on critical functions of the Company in order to ensure smooth and efficient business operations. The Board of Directors is responsible for constituting, assigning, co-opting and fixing the terms of reference of these committees in line with the extant regulatory requirements. The Committees meets at regular intervals for deciding various matters and providing directions and authorizations to the management for its implementation.

Currently, the Board of Directors has formulated following committees, viz.

i. Audit Committee

ii. Nomination & Remuneration Committee

iii. Stakeholders’ Relationship Committee

Audit committee:

During the year under review, the Audit Committee comprised of the following Directors;

Sr. No.	Name of the Committee Member	Position in the Committee
1	Meeta K. Mehta	Chair Person
2	Rohit Mathur	Member
3	Amit Rambhia	Member

The Audit Committee was reconstituted on 28^th May, 2018 vide Circular Resolution passed by the Board of Directors and currently the Committee comprises as follows;

Sr. No.	Name of the Committee Member	Position in the Committee
1	Meeta K. Mehta	Chair Person
2	Rohit Mathur	Member
3	Amit Rambhia	Member
4	Bhavin Vinod Adani	Member

During the year under review there were 6 (Six) Meetings held on 18^th April, 2017; 23^rd May, 2017; 18^th August, 2017; 12^th September, 2017; 14^th November, 2017 and 13^th February, 2018. The details of attendance of each Director at the Audit Committee Meetings are given below;

Sr. No.	Name of the Member	No. of Committee Meetings eligible	No. of Committee Meetings attended
1	Meeta K. Mehta	6	6
2	Rohit Mathur	6	6
3	Amit Rambhia	6	6

Nomination & Remuneration Committee

During the year under review, the Nomination & Remuneration Committee comprised of the following Directors;

Sr. No.	Name of the Committee Member	Position in the Committee
1	Bhavin Vinod Adani	Chairman
2	Meeta K. Mehta	Member
3	Rohit Mathur	Member

During the year under review there were 2 (Two) Meetings held on 21^st April, 2017 and 13^th February, 2018. The details of attendance of each Director at the Nomination & Remuneration Committee Meetings are given below;

Sr. No.	Name of the Member	No. of Committee Meetings eligible	No. of Committee Meetings attended
1	Bhavin Vinod Adani	2	2
2	Meeta K. Mehta	2	2
3	Rohit Mathur	2	2

Stakeholders’ Relationship Committee

During the year under review, the Stakeholders’ Relationship Committee comprised of the following Directors;

Sr. No.	Name of the Committee Member	Position in the Committee
1	Rohit Mathur	Chairman
2	Nikit Rambhia	Member
3	Bhavin Adani	Member

During the year under review there was 1 (One) Meeting held on 13^th February, 2018. The details of attendance of each Director at the Stakeholders’ Relationship Committee Meetings are given below;

Sr. No.	Name of the Member	No. of Committee Meetings eligible	No. of Committee Meetings attended
1	Rohit Mathur	1	1
2	Nikit Rambhia	1	1
3	Bhavin Adani	1	1

The details of complaints received and resolved during the Financial Year 2017-18 are given in the table below:

Particulars	No. of Complaints
Opening as on 1st April, 2017	-
Received during the year	-
Resolved during the year	-
Closing as on 31st March, 2018	-

Annual Evaluation process

Pursuant to Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Company has “Directors Performance Evaluation Policy” in place. In accordance with the said Policy, all the Directors had filled up Questioner and feedback form for evaluation of individual Directors, Board as a whole, Chairman, committees, and Independent Directors, which format forms a part of the policy. Thereafter Nomination & Remuneration Committee evaluated every Director including Independent Director on 13^th February, 2018 and submitted a report on evaluation to the Chairman of the Company.

Further the Board has also evaluated its own performance, Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee, Chairman and all Directors individually. The Board concluded that the overall performance of all the Directors were very good.

Independent Director’s Separate Meeting

A separate meeting of Independent Directors of the Company, was held on 13^th February, 2018 as required under Schedule IV to the Act (Code for Independent Directors) and Regulation 25(3) of the Listing Regulations.

At the meeting following matters were taken up;

- reviewed the performance of Non-Independent Directors and the Board as a whole.

- reviewed the performance of the Chairperson of the Company.

- assess the quality, quantity and timeliness of flow of information.

All Independent Directors of the Company attended the Meeting of Independent Directors.

HUMAN RESOURCE

During the year under review, the personal and industrial relations with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance. The total number of employees on the rolls of the Company were sixty as on 31^st March, 2018. Material disclosures in the Human Resource front have been detailed under the head “Human Resource” in the Management Discussion & Analysis which forms a part of the Annual Report.

AUDITORS AND AUDITORS’ REPORT

Statutory Auditor

The Members of the Company at their 10^th Annual General Meeting (AGM) held in 2017, approved the appointment of M/s. KPB & Associates, Chartered Accountants (Firm Registration No. 114841W), as statutory auditors of the Company, for a term of five years and to hold office till conclusion of the Annual General Meeting to be held in the year 2022.

M/s. KPB & Associates, the Statutory Auditor of the Company for the Financial Year 2017-18 have conducted the audit for the said period. There are no qualifications, reservations or adverse remarks made by M/s. KPB & Associates, in their report and hence do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. Further the specific notes forming part of the Accounts referred to in the Auditor’s Report read with the notes to financial statements as referred to therein, are self-explanatory and give complete information and addresses the observations, if any.

Secretarial Audit

Mr. Piyushkumar Parmar, Company Secretaries, was appointed as Secretarial Auditor of the Company to conduct secretarial audit pursuant to the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2017-18. However, Mr. Piyushkumar Parmar, has submitted his resignation to the Company for conducting the Secretarial Audit.

Thereafter, the Company approached M/s. D. M. ZAVERI & CO., Company Secretaries, for appointment as Secretarial Auditor and upon receipt of their consent, M/s. D. M. ZAVERI & CO., were appointed to conduct Secretarial Audit for Financial Year 2017-18.

Secretarial Audit Report as issued by M/s. D. M. ZAVERI & CO., Company Secretaries, Secretarial Auditor of the Company, forms part of this Director’s Report and is marked as “Annexure C”. There were no qualifications reservations or adverse remarks made by the Secretarial Auditor in their report and hence do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board of Directors of the Company have appointed M/s. Sanket Sangoi & Associates, to conduct internal audit reviews for the Company.

Cost Audit:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with second proviso of Rule 3 of The Companies (Cost Records and Audit) Rules, 2014, Company is exempted from applicability of maintenance of cost records and Cost Audit.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to Regulation 34(2)(e) and para B of Schedule V of SEBI (LODR) Regulations 2015, Management Discussion & Analysis Report forms a part of the Annual Report and is provided elsewhere in the Annual Report.

DISCLOSURES Vigil Mechanism

In line with the best Corporate Governance practices, the Company, has put in place a system through which the Directors, employees and business associates may report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct without fear of reprisal.

The Company has put in place a process by which employees and business associates have direct access to the Vigilance Officer and Chairman of Audit Committee. The Whistle Blower Policy has been posted on the Company’s website at www.panachedigilife.com.

Disclosure under The Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has complied with the constitution of Internal Complaints Committee as provided under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has not received any complaint of sexual harassment during the financial year 2017-18.

Public Deposit

There were no public deposits accepted during the year under review or any amount of principal or interest thereof was outstanding in terms of section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, for the Financial Year ended on 31^st March, 2018.

Further, in compliance with 1^st proviso of Rule (2)(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014 read with amendment rules thereto, during the year under review the Company has accepted loans from directors and their relatives for business purpose along with a declaration in writing from them to the effect that the said loan amount is not being given out of funds acquired by borrowing or accepting loans or deposits from others.

Sr. No.	Name of the person	Relation with the Company	Amount received during the year in Rs.	Amount Outstanding as on 31/03/2018 (in Rs.)
1	Amit Rambhia	Managing Director	68,00,000	0
2	Nikit Rambhia	Joint Managing Director	21,80,000	0
3	Devchand Rambhia	Whole- Time Director	46,75,000	0

Particulars of Loans given. Investments made. guarantees given and securities Provided

The Company has made compliance with the provisions of Section 186 of the Companies Act, 2013 during the year under review. Please refer Note 6 & 7 to the Standalone Financial Statement which forms a part of this Annual report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is provided as Annexure D which forms part of this Report.

Extract of Annual Return

In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, an extract of the Annual Return of the Company for the year ended 31^st March, 2018, is provided in the prescribed Form MGT - 9 as Annexure E which forms part of Directors Report.

Particulars of Employees and related disclosures

In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. The said information is available for inspection by the Members at the Registered Office of the Company on any working day of the Company upto the date of the 11^th Annual General Meeting.

The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure F and forms part of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

During the year under review, no significant and material orders have been passed against the Company by any Regulators or Courts or Tribunals impacting the Company’s going concern status and operations in future.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION 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

There are no material changes and commitments affecting the financial position of the Company from the financial year ended 31^st March, 2018 to the date of signing of the Director’s Report.

POLICIES AND DISCLOSURE REQUIREMENTS

In the Financial Year 2017-18, pursuant to listing of shares of the Company and in terms of provisions of the Act and provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted various applicable policies. The policies are available on Company’s website - www.panachedigilife.com.

The Company’s policy on Directors’ appointment, remuneration and other matters provided in Section 178(3) of the Act forms part of Nomination and Remuneration Policy and has been disclosed as Annexure G.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

A. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

B. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

C. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

D. the directors had prepared the annual accounts on a going concern basis;

E. the directors had laid down internal financial controls are followed by the Company and that such financial controls are adequate and are operating effectively;

F. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws are in place and such systems are adequate and operating effectively.

CAUTIONARY STATEMENT

Statements in this Report and the Management Discussion and Analysis may be forward looking within the meaning of the applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Government of India, Governments of various countries, concerned State Governments, other Government Authorities, Departments and Agencies, the Stakeholders, Business Associates, Banks, Financial Institutions, Customers, Vendors and Service Providers for the valuable support and co-operation extended by them during the year.

Your Directors would also like to place on record their sincere thanks and appreciation for the contribution, consistent hard work, dedication and commitment of our employees at all levels

For and on behalf of the Board of Directors of

Panache Digilife Limited

Amit Devchand Rambhia

Date: 13/08/2018 Chairman & Managing Director

Place: Mumbai DIN: 00165919