Panjon Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

We have the pleasure in presenting to you the (42^nd) Board Report of the company together with
the Audited Financial Statements for the period ended as on 31^st March 2025;

1. HIGHLIGHTS OF FINANCIAL RESULTS:

The summarized financial results for the year ended as on 31^st March 2025 are as under:

(Amount in Hundred)

	As on 31st March	As on 31st March
Particulars	2025	2024
Revenue from Operations	30,45,801.47	12,55,207.30
Other Income	30,786.40	45,335.06
Total Income	30,76,587.86	13,00,542.36
Total Expenditure	30,23,843.65	12,84,799.25
Profit/ (Loss) before tax for the year	52,744.22	15,743.11
Total Tax Expenses
Income Tax (earlier Years)	49.06	49.53
Income Tax (Current Year)	-8,200.00	-2,450.00
Deferred Tax	-4,970.39	1,801.42
Net Profit/ (Loss) for the year	39,622.89	15,144.07
Earnings Per Share ( in Rs)
Basic	0.234	0.098
Diluted	0.234	0.098

2. STATE OF THE COMPANY''S AFFAIRS:

During the year under review, your company has made total turnover of Rs. 30,45,801.47/- Hundred as
compared to previous year of Rs. 12,55,207.30/- Hundred drastically increased by 142,65% and also
earned through the Other Income of Rs. 30,786.40/- Hundred as compared to previous year of Rs.
45,335.06/- Hundred decreased by 32.09%. Further, the Profit Before Tax of Rs. 52,744.22 Hundred as
compared to previous year of Rs. 15,743.11 Hundred has been increased by 235%.

The Financial Statements for the year ended March 31, 2025 have been prepared in accordance with
Indian Accounting Standards (Ind-AS) notified under the Companies (Indian Accounting Standards)
Rules, 2015 read with Section 133 of Companies Act, 2013, (the ''Act'') and other relevant provisions of
the Act. There are no material departures from the prescribed norms stipulated by the accounting
standards in preparation of the annual accounts.

Management evaluates all recently issued or revised accounting standards on an on-going concern
basis. The Company discloses Financial Results on a quarterly basis, which are subject to Limited
Review and publishes Audited Financial Results on an annual basis.

3. TRANSFER TO RESERVES:-

During the year under review, no amount has been transferred to the general reserve of the
Company.

4. DIVIDEND:-

During the year under review, In view of working capital requirement the Board of Directors does
not recommended any dividend.

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

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

6. INCREASE IN ISSUED, SUBSCRIBED AND PAID UP EQUITY SHARE CAPITAL :

During the financial year under review, there was no change in Authorized Share Capital. Further there
was increasing in Paid up capital by 8,55,000 Equity Shares by way of Conversion of Warrants.

At the beginning of the year :

The Authorized Capital of the Company is Rs. 18,50,00,000/- (in words Eighteen Crore Fifty Lakhs only)
having 18,50,00,00 Equity Shares of Rs. 10/- each and the Issued, Subscribed & Paid Up Capital of the
Company is Rs. 16,30,95,260/- (in words Sixteen Crore Thirty Lakhs Ninety Five Thousand Two
Hundred and Sixty only) having 1,63,09,526 Equity Shares of Rs. 10 /- Each

At the End of the Year:

The Authorized Capital of the Company is Rs. 18,50,00,000/- (in words Eighteen Crore Fifty Lakhs only)
having 18,50,00,00 Equity Shares of Rs. 10/- each and the Issued, Subscribed & Paid Up Capital of the
Company is Rs. 17,16,45,260/- (in words Seventeen Crore Sixteen Lakhs Forty Five Thousand Two
Hundred and Sixty Only) 1,71,64,526 Equity Shares of Rs. 10 /- Each

7. LISTING OF EQUITY SHARES :

The Company''s equity shares are listed the BSE Stock Exchange;

“BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001, Maharashtra, India.”

8. SUBSIDIARIES. ASSOCIATES AND JOINT VENTURE COMPANIES :

The Company does not have any Subsidiary, Associates or Joint Venture Companies. Hence, clause is not
applicable.

9. CHANGE IN NAME OF THE COMPANY:

During the Financial Year under review, the Company has not changed its name.

1 0. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):

Composition:

The Company recognizes that a diverse and well-balanced Board is fundamental to its sustained success
and effective governance. In alignment with the provisions of Section 149 of the Companies Act, 2013
and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the
composition of the Board reflects an optimal mix of Executive and Non-Executive Directors.

The Board comprises individuals with a wide spectrum of expertise, including industry knowledge,
financial acumen, legal insight, and operational experience. The Directors also bring in diverse regional,
cultural, and geographical perspectives, which contribute meaningfully to informed decision-making
and help maintain the Company''s strategic edge in a competitive environment.

As of March 31, 2025, the Board consisted of Five (5) Directors, following are as follow;

Sr. No	Name and DIN	Designation
01.	Mr. Jay Kothari (DIN: 00572543)	Managing Director
02.	Mrs. Anju Kothari (DIN: 00567422)	Executive Director
03.	Mr. Athak Mahajan (DIN: 10292097)	Independent Director
04	Mr. Rajiv Kumar (DIN: 10292119)	Independent Director
05.	Mrs. Pooja Vishal Bhandari (DIN: 07867093)	Independent Director

Change in Directorship during the year:

1. Re-appointment of Mr. Jay Kothari (DIN: 00572543) as an Executive Managing Director of the
company w.e.f. 12^th August 2025 for a term of 3 years from 12^th August 2025 to 11^th August 2028.

2. Re-appointment of Mrs. Anju Kothari (DIN: 00567422) as an Executive Director of the company with
immediate effect w.e.f. 12^th August 2025 for a term of 3 years from 12^th August 2025 to 11^th August
2028.

Directors retiring by rotation

Pursuant to section 152 of the Companies Act 2013 and Regulation 36 SEBI (LODR) Regulations 2015
read with Secretarial Standard-2 on General Meetings the relevant rules made thereunder, To appoint a
director in place of Mrs. Anju Kothari (DIN: 00567422) who retires by rotation and being eligible, has
offered himself for re-appointment;.

Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors has
recommended their re-appointment and the matter is being placed for seeking approval of members at
the ensuing Annual General Meeting of the Company.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in
Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and
Qualification of Directors) Rules, 2014.

Key Managerial Personnel

There has no change in Key Managerial Personnel. Mrs. Arpita Vijayvargiya, Company Secretary and Mr.
Mr. Pramod Kumar Ajmera, Chief Financial Officer.

11. INDEPENDENT DIRECTORS:-

Statement on Declaration given by Independent Directors:

The Company has Three Independent Directors, namely Mr. Athak Mahajan (DIN: 10292097)

Mr. Rajiv Kumar (DIN: 10292119), Mrs. Pooja Vishal Bhandari (DIN: 07867093). Each of them has
submitted the requisite declarations under Section 149(7) of the Act, affirming that they meet the
criteria of independence as outlined in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI
Listing Regulations.

In accordance with Regulation 25(8) of the SEBI Listing Regulations, all Independent Directors have
further confirmed that they are not aware of any circumstances or situations that could impair their
independence or affect their ability to exercise objective judgment free from external influence.

The Board of Directors has reviewed and duly noted these declarations and confirmations after

conducting a thorough assessment of their accuracy. The Independent Directors have also affirmed
compliance with the provisions of Schedule IV of the Act (Code for Independent Directors) and the
Company''s Code of Conduct. There has been no change in the status or circumstances that would affect
their designation as Independent Directors during the reporting period.

Additionally, the Company has received confirmation from all Independent Directors regarding their
registration in the Independent Directors'' databank, maintained by the Indian Institute of Corporate
Affairs, in accordance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,
2014.

The terms and conditions of appointment of the Independent Directors are placed on the website of the
Company i.e. https://www.panjon.in/

Familiarization Programme for Independent Directors:-

Your Company has adopted a formal Familiarization Programme for Independent Directors to support
their effective participation on the Board. As part of the familiarization process, the Company provides
detailed insights into its business operations, industry dynamics, organizational structure, and group-
level businesses. Independent Directors are also informed about the regulatory and compliance
obligations under the Companies Act, 2013 and the SEBI Listing Regulations.

12. DIRECTORS'' RESPONSIBILITIES STATEMENT:

Pursuant to the requirement under Section 134 (5) of Companies Act, 2013, with respect to Directors''
Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts, the applicable accounting standard had been followed
along with proper explanation relating to material departures

(ii) The Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of the Profit or Loss of the
Company for that period.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provision of this Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities.

(iv) The Directors have prepared the Annual accounts on a going concern basis.

(v) The directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.

(vi) The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating.

1 3. NUMBER OF MEETINGS OF THE BOARD :

During the year under review, the Board has demonstrated a high level of involvement in guiding the
Company, supported by detailed discussions and timely decisions. During the financial year, Five (5)
meetings of the Board of Directors were held on 27^th May 2024, 28^th June 2024, 13^th August 2024,
14^th November 2024 and 14th February 2025, the details of which are given in the Corporate
Governance Report of the Company, which forms a part of the Annual Report. The intervening gap
between the meetings was within the prescribed period under the Act and the SEBI Listing Regulations.

14. INDEPENDENT DIRECTORS MEETING:

During the year under review, the Independent Directors of the Company met 1 (one) time on February
14, 2025.

1 5. ANNUAL BOARD EVALUATION:

The Company has established a comprehensive framework for evaluating the performance of the Board
of Directors, its Committees, and Individual Directors, in line with the requirements of Sections 134 and
178 of the Act, Regulation 17(10) of the SEBI Listing Regulations, and the Company''s Nomination and
Remuneration Policy.

As part of this evaluation process, structured and confidential questionnaires were circulated to all
Directors to obtain feedback on various aspects of the Board''s functioning, the effectiveness of its
Committees, and the performance of each Director. The observations and responses received were
compiled, analyzed, and subsequently presented to the Chairman of the Board for review and
discussion.

The Evaluation of Directors covered several aspects, including their attendance and participation in
meetings, understanding of the Company''s operations and business environment, application of
knowledge and expertise, quality of contributions to discussions, maintenance of confidentiality,
integrity, and independent judgment. Directors were also evaluated on their alignment with the
Company''s core values, commitment to fiduciary responsibilities, and adherence to the Code of Conduct.

The Board''s performance was assessed based on criteria such as the effectiveness of its oversight on
compliance and governance matters, clarity in the roles of the Chairman and Executive/Non-Executive
Directors, the diversity and mix of skills and expertise, strategic involvement, and overall guidance in
areas such as risk management, financial reporting, ethics, and succession planning. Particular emphasis
was placed on the Board''s ability to provide strategic foresight and review the implementation of key
initiatives and policies.

The evaluation of Committees considered their structure, independence, frequency of meetings,
adherence to defined procedures, effectiveness in fulfilling their responsibilities, and the extent of their
contribution to Board decisions. The Committees were also assessed on their ability to engage
meaningfully with internal and external auditors, and their role in supporting oversight functions.

Based on the outcome, the Board concluded that the overall performance of the Board, its Committees,
and individual Directors, including Independent Directors, was found to be satisfactory.

1 6. COMMITTEES OF THE BOARD:

As on 31^st March 2025, the Board has constituted the following committees:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholder''s Relationship Committee.

During the year, all recommendations made by the committees were approved by the Board.

Details of all the Committees such as terms of reference, composition and meetings held during the
year under review are disclosed in the Corporate Governance Report, which forms part of this
Annual Report.

1 7. PERFORMANCE OF THE BOARD AND COMMITTEES:

During the year under review, the performance of the Board & Committees and Individual
Director(s) based on the below parameters was satisfactory:

(i) All Directors had attended the Board meetings;

(ii) The remunerations paid to Executive Directors are strictly as per the Company and
industry policy.

(iii) The Independent Directors only received sitting fees.

(iv) The Independent Directors contributed significantly in the Board and committee
deliberation and business and operations of the Company and subsidiaries based on their
experience and knowledge and Independent views.

(v) The compliances were reviewed periodically;

(vi) Risk Management Policy was implemented at all critical levels and monitored by the
Internal Audit team who places report with the Board and Audit committee.

18. CORPORATE SOCIAL RESPONSIBILITY:

Since the provisions of section 135 of the Companies Act, 2013 is not applicable to the Company as
the limits are not breached; a report on CSR activities is not required to be annexed with this
report.

19. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES /INDUSTRIAL RELATIONS FRONT:

The HR function is strategically integrated with the Company''s long-term vision and is geared
towards enhancing employee experience, performance, and future readiness. This year, our
company “PANJON LIMITED” remained committed to nurturing an inclusive and collaborative
workplace culture that encourages transparency, creativity, and mutual respect. The Company
actively promotes a learning oriented environment by investing in skill-building, leadership
development, and cross-functional exposure, ensuring employees continue to grow and thrive
within the organization.

In addition to professional growth, the Company places great value on employee well-being and
work-life balance, striving to create a healthy, engaging, and performance-driven culture. Through
various initiatives and feedback mechanisms, the Company ensures continuous dialogue with its
workforce, reinforcing its commitment to building long-term, fulfilling relationships with
employees.

To enhance team spirit and cultivate a welcoming environment, the Company also organized
various interactive sessions and team-building activities, which encouraged open communication,
collaboration, and relationship-building across departments. These initiatives played a significant
role in reinforcing team spirit and enhancing organizational cohesion.

20. NOMINATION AND REMUNERATION POLICY:

The Company has established a comprehensive Policy on Director Appointment and Remuneration,
which also encompasses Key Managerial Personnel and other employees. This policy serves as a
framework for the Nomination and Remuneration Committee to identify and recommend
individuals who possess the necessary qualifications, skills, and experience to serve as Directors. It
also lays down clear criteria for assessing the independence of Directors in accordance with
regulatory requirements and the Company''s governance standards.

Furthermore, the policy ensures that the Company''s remuneration strategy is aligned with its
overarching business objectives. Remuneration packages are designed to reward individual
contributions as well as overall organizational performance, while remaining competitive and in
line with industry benchmarks. This approach not only motivates Directors and employees to
deliver sustainable value but also supports the retention of high-caliber talent.

In addition to fixed and variable pay components, the policy emphasizes transparency, fairness,
and alignment with shareholder interests. The Committee regularly reviews the policy to adapt to
changing regulatory landscapes and evolving best practices in corporate governance. This enables
the Company to maintain a balanced and performance-driven reward system that fosters long term
growth and accountability.

The remuneration policy approved by the board of Directors is available on the website of the
Company i.e. https://www.panjon.in/

21. BOARD POLICIES:

The Company has the following policies which are applicable as per the Companies Act, 2013 and
SEBI (LODR) Regulations, 2015 which are placed on the website of the Company i.e.
https://www.panjon.in/

(i) Code of Conduct for Directors and Senior Management

(ii) Nomination and Remuneration Policy

(iii) Policy on Disclosure of Material Events

(iv) Policy on preservation of Documents

(v) Policy on archival of data

(vi) Whistle Blower Policy

(vii) Policy on Related Party Transactions

(viii) POSH Policy

(ix) Dividend Distribution Policy

(x) Policy on Material Subsidiary

22. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:

There was no material changes and commitments have occurred between the end of the
Company''s financial year of the Company to which the financial statements relate and the date of
the report which may affect the financial position of the Company or its status as a "Going
Concern”.

23. INTERNAL FINANCIAL CONTROL & INTERNAL AUDIT:

The Company has in place a robust internal control system, commensurate with the size, scale, and
complexity of its operations. These controls are supported by well-documented policies and
standard operating procedures that govern key business processes. The internal control
framework is designed to ensure the orderly and efficient conduct of business, including adherence
to internal policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy
and completeness of accounting records, and timely preparation of reliable financial information.

In compliance with Section 138 of the Act and the applicable provisions of the SEBI Listing
Regulations, the Company has established a structured Internal Audit function. The scope,
authority, and functioning of the internal audit are defined and reviewed periodically by the Audit
Committee. Internal audits are conducted at regular intervals to assess the effectiveness of
operational and financial controls and to provide assurance on the design and operating
effectiveness of internal systems.

The internal audits during the year focused on key functional areas such as inventory management,
stock, Human Resources, IT systems, and operational efficiency. The audit findings were presented
to the Audit Committee on a quarterly basis, along with management''s responses and action plans.
Follow-up mechanisms are in place to ensure the timely implementation of corrective measures.

The Internal and operational audit responsibilities are assigned to Mr. B. Jakhetiya & Co. Chartered
Accountants (Membership No: 405010 & FRN: 005696C) as an Internal Auditor, Chartered
Accountant who function independently and report directly to the Audit Committee to ensure
objectivity and transparency in the audit process. The primary focus of their audit activities is to
conduct a comprehensive assessment of business risks, evaluate the effectiveness of internal
controls, and review core business processes for efficiency, compliance, and alignment with
industry best practices.

24. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

There is no amount due to be transferred to the IEPF account. Hence, Clause is not applicable.

25. RELATED PARTY TRANSACTIONS:

During the year under review, The Company has entered into any transactions with related parties
therefore, Form AOC-2 has been annexed as “Annexure I” required to furnish pursuant to 188(1)
of the Companies Act 2013 read with Rule 8(1) of the Companies (Accounts) Rules, 2014.

Your Company has in place a Policy on Related Party Transactions for purpose of identification and
monitoring of Related Party Transactions and is published on the Company''s website i.e.
https://www.panjon.in/

In accordance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, and the Company''s Policy on Materiality and Dealing
with Related Party Transactions, all relevant information pertaining to proposed RPTs including
transaction details, nature of the relationship, commercial rationale, and pricing justification is
submitted for prior review and approval of the Audit Committee.

Additionally, the Company periodically updates its Related Party Transaction policy to incorporate
changes in law and evolving governance best practices.

26. PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS:

The company has neither given any loans or guarantees nor made any investments as covered
under the provisions of section 186 of the Companies Act, 2013 during the financial year 2024-25.

27. DEPOSITS U/S 73 TO 76A OF COMPANIES ACT 2013:

During the financial year, The Company has not accepted any deposits within the meaning of
Section 73 to 76A of the Companies Act, 2013 of the Act, read with the Rules made thereunder.
Hence, Clause is not applicable.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S
OPERATIONS IN FUTURE:

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

29. DETAILS OF APPLICATIONS MADE OR PROCEEDINGS UNDER INSOLVENCY AND
BANKRUPTCY CODE. 201 6:-

During the year under review, there is no application made or proceedings in the name of the
company under the Insolvency and Bankruptcy Code, 2016.

30. ENVIRONMENT. HEALTH AND SAFETY :

Your Company remains fully committed to upholding the highest standards of legal compliance and
operational excellence in all aspects of Health, Safety, and Environmental (HSE) management.
During the year under review, the Company continued to focus on energy and water conservation,
enhanced utilization of renewable energy sources, and efforts to minimize waste generation across
operations. These initiatives are in alignment with the Company''s broader goals of sustainable
development and environmental stewardship.

The Company recognizes that safety is not a one-time initiative but an ongoing journey of
continuous improvement. Accordingly, it has outlined future plans aimed at further enhancing the
overall workforce well-being, promoting a proactive approach to health and safety, and embedding
a strong safety-first culture throughout all operational sites.

Additionally, your Company reaffirms its commitment to providing a safe, healthy, and secure
working environment across all manufacturing units and office, thereby ensuring a responsible and
people-centric approach to organizational growth.

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company is committed to fostering a work environment that upholds the highest standards of
safety, ethics, and legal compliance across all levels of its operations. To this end, a structured Vigil
Mechanism / Whistle blower Policy have been implemented in line with the provisions of the
Companies Act, 2013 and the SEBI (LODR) Regulations 2015.

These mechanisms are designed to enable employees and other stakeholders to confidentially
report concerns regarding actual or suspected misconduct, including unethical behavior, violations
of legal or regulatory requirements, and breaches of the Company''s Code of Conduct. The system
ensures that disclosures are handled in a fair, transparent, and secure manner, without fear of
retaliation. Comprehensive information on the Company''s Vigil Mechanism and Whistle blower
Policy is provided in the Corporate Governance Report, which forms an integral part of this
Integrated Annual Report. The Policy is also available on the Company''s official website i.e.
https://www.panjon.in/

There were no Complaints received for the financial year ended 31^st March, 2025.

31. RISK MANAGEMENT POLICY:

The Company continues to have an effective Risk Management process in place. The Company has
in place a mechanism to identify, assess, monitor and mitigate various risks to key business
objectives. Major risks identified by the businesses and functions are systematically addressed also
discussed at the meetings of the Audit Committee and the Board of Directors of the Company.
Major risks, if any, identified by the business and functions are systematically addressed through
mitigating action on a continuous basis.

32. AUDITORS & THEIR QUALIFICATION OR REMARKS OR OBSERVATION:

STATUTORY AUDITORS:

As per section 139(2) of the Companies Act, 2013 and the Rules made thereunder, it is mandatory
to rotate the statutory auditors on completion of two terms of five consecutive years and each such
term would require approval of the Members. In line with the requirements of the Companies Act,
2013, Statutory Auditors M/s Goyal Parul & Co., Chartered Accountant (MEF No: MEF31789 &
FRN NO. 016750N) as a Statutory Auditor of the Company for a term of five years subject to the
approval of members in ensuing 42^nd AGM to 47^th AGM ended on 2030.

The observations made in the Report are self-explanatory and do not warrant any further
comments or explanations from the Board

SECRETARIAL AUDITOR & REPORT:

Parul Dwivedi & Associates, Practicing Company Secretary (CP No. 20933), Practicing Company
Secretaries was appointed for the period of 2024-25 by the Board to conduct the secretarial
Auditor of the company has give the report in form of "MR-3” as Secretarial Auditor Report
annexed as "Annexure-III” and forms an integral part of this Report.

The observations made in the Report are self-explanatory and do not warrant any further
comments or explanations from the Board.

Pursuant to the requirements of Section 204(1) of the Companies Act, 2013 and Rule 9 of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Parul Dwivedi
& Associates, Practicing Company Secretary (CP No. 20933), Practicing Company Secretaries has
given the consent for the appointment as the secretarial auditor for term of 5 financial years 2025¬
26 to 2029-30.

Qualification in Secretarial Audit report:

During the year under review, the Members of the Company at their 41st Annual General Meeting
held on 30th September 2024, had approved the re-appointment of M/s. Giriraj & Lohiya,
Chartered Accountants (Firm Registration No. 006031C), as the Statutory Auditors of the Company
for a second term of five consecutive years commencing from the conclusion of the said AGM.

However, it has been observed that the Board/Company has appointed M/s. Goyal Parul & Co.,
Chartered Accountants, as Statutory Auditors of the Company in place of the auditors re-appointed
by the Members, without obtaining the approval of the shareholders as required under the
provisions of Section 139 of the Companies Act, 2013 read with the applicable Rules and SEBI
(LODR) Regulations, 2015.

33. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors neither the Secretarial Auditor has
reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instances
of fraud committed against the Company by its officers or employees, the details of which would
need to be mentioned in the Board''s Report.

34. ACCOUNTING STANDARDS:

The Company has followed Indian Accounting Standards (IND-AS) issued by the Ministry of
Corporate Affairs in the preparation of its financial statements.

35. ANNUAL RETURN:

In accordance with the provisions of Section 92(3) of the Companies Act, 2013 and Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return of the Company has
been made available on the Company''s official website i.e. https://www.panion.in/

36. CORPORATE GOVERNANCE:

The Company remains steadfast in its commitment to upholding the highest standards of
Corporate Governance, emphasizing transparency, accountability, and ethical business practices in
all aspects of its operations. In accordance with Regulation 34 read with Schedule V of the SEBI
Listing Regulations, a separate report on Corporate Governance has been included as part of this
Integrated Annual Report as Annexure-II.

Additionally, a certificate issued by Parul Dwivedi & Associates, Practicing Company Secretary
(CP No. 20933), Secretarial Auditor of the Company, confirming compliance with the Corporate
Governance requirements as prescribed under the Listing Regulations is annexed as Annexure- II.

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

The Management Discussion and Analysis Report for the year under review, as stipulated under
the Regulation 34 read with Schedule V of SEBI Listing Regulations, forms part of this Annual
Report and is annexed as Annexure-III.

The states of the affairs of the business along with the financial and operational developments have
been discussed in detail in the Management Discussion and Analysis Report.

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

The Company is firmly committed to fostering a safe, respectful, and inclusive workplace and
maintains a zero-tolerance policy towards any form of discrimination or harassment. In alignment
with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013, the Company has implemented a comprehensive Anti-Harassment and
Grievance Redressal Policy.

To ensure proper handling of such matters, an Internal Complaints Committee (ICC) is constituted
at the Group level to address and resolve complaints related to sexual harassment in a timely and
fair manner. The policy clearly outlines the procedures, roles, and responsibilities involved in
addressing such concerns and aims to offer guidance and support to employees across all offices of
the Company. The policy covers all women employees, including those who are permanent,
temporary, or contractual. It is introduced to all employees during their induction.

During the financial year under review, the Company has not received any complaints pertaining to
sexual harassment.

The details of complaints reported under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 during F.Y 2024-25 are as follows:

1. Number of complaints at the beginning of the financial year -Nil

2. Number of complaints filed and resolved during the financial year -Nil

3. Number of complaints pending at the end of the financial year -Nil

39. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO:

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule
8(3) of the Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation
of energy, technology absorption, and foreign exchange earnings and outgo is as follows:

Conservation of energy: -

The steps taken or impact on conservation of energy: N.A.

The steps taken by the Company for utilizing alternate sources of energy: N.A.

The capital investment on energy conservation equipment: N.A.

Technology absorption:-

The efforts made towards technology absorption: N.A.

The benefits derived like product improvement, cost reduction product development or import
substitution: N.A.

In case of imported technology (imported during the last three years reckoned from the beginning

of the financial year) -

The details of technology imported: N.A.

The year of import: N.A.

Whether the technology been fully absorbed. N.A.

If not fully absorbed, areas where absorption has not taken place and the reasons thereof; and: N.A.
The expenditure incurred on Research and Development. N.A.

Foreign Exchange Earnings and Outgo: N.A.

40. SECRETARIAL STANDARDS COMPLIANCES:

Your Company has complied with the Secretarial Standards issued by the Institute of Company
Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

41. 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:

The Company has not required to do Valuation Report and not required to do any settlement with
the bank

42. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act,
1961, and has extended all statutory benefits to eligible women employees during the year.

43. LISTING WITH STOCK EXCHANGES:

Shares of the Company are listed on BSE Limited and the Company confirms that it has paid the
annual Listing Fees for the year 2024-25.

44. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

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

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and
by employees. The Compliance Officer is responsible to ensure adherence to the Code by all
concerned. The Code lays down the standard of Conduct which is expected to be followed by the
Directors and the designated employees in their business dealings and in particular on matters
relating to integrity in the workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have confirmed Compliance with
the Code. Declaration of Code of Conduct is annexed as Annexure- VI.

45. DISCLOSURE REQUIREMENTS:-

The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and is of
the view that such systems are adequate and operating effectively.

46. MAINTAINANCE OF COST RECORDS:-

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

47. CAUTIONARY STATEMENT:-

Certain statements made in this Report, including those under Management Discussion and
Analysis, Corporate Governance, the Notice to Shareholders, and other sections of the Annual
Report, may constitute "forward-looking statements” as per applicable laws and regulations. These
statements reflect the Company''s current intentions, expectations, projections, or forecasts
regarding future performance.

However, actual outcomes may vary materially from those expressed or implied, owing to changes
in market conditions, economic developments, or unforeseen circumstances. The Company does
not assume any obligation or responsibility for the accuracy or completeness of such forward¬
looking statements, which may be subject to revision based on future events, developments, or the
availability of new information.

48. ACKNOWLEDGEMENTS:

The Directors acknowledge and sincerely appreciate the dedication, perseverance, and hard work
demonstrated by all employees across the Company. They also extend their heartfelt thanks to the
shareholders, government bodies, regulatory authorities, banks, stock exchanges, depositories,
auditors, customers, vendors, business associates, suppliers, distributors, and the communities
surrounding the Company''s operations. The Directors are grateful for their continued support,
trust, and confidence in the Company''s Management.

For and on behalf of Panjon Limited

Sd/- Sd/-

Jay Kothari Anju Kothari

Managing Director Director

DIN: 0057254 DIN:0057254

Date: 12 ^th August 2025
Place: Indore

---

Mar 31, 2014

Dear Members,

The Board of directors have pleasure in presenting their Annual report on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended 31st March, 2014.

1. FINANCIAL RESULTS:

Financial Results of the company for the year under review along with the comparative figures for previous year are as follows:

Year ended 31st March 2014 31st March 2013

Total sales/Income from operations 19,31,32,711.00 18,85,01,858.00

Expenditure 19,23,77,893.00 18,77,77,841.00

Profit (Loss) before Tax 7,54,817.00 7,24,017.00

Extra Ordinary Items 0.00 0.00

Less: Income Tax (Earlier years) 14,871.00 (87,368.00)

Income Tax Current Year 1,44,000.00 1,33,948.00

Deferred Tax (23,44,995.00) (55,154.00)

Profit (Loss) for the period from continuing operations (17,49,048.00) 6,22,283.00

2. DIVIDEND:

Due to accumulated losses your Directors expresses their unwillingness to recommend any dividend for this year.

3. REVIEW ON OPERATIONS:

Your Director Report that during the year under review your Company has achieve the total turnover of Rs. 19.31 Crores as Compare to the Previous year 18.85 Crores, Your director is focusing the expansion of the market of the products of the your Company, During the year Company has focused on the advertisement of the Company core product Panjon & Swad and as a Result of which company was able to Increase the sales. Your Directors are focusing on promoting the brands of the Company Panjon & SWAD so that the Goodwill earned by this brand may be used in Increasing the sales of the Company and thereby the profits of the Company. Your directors look forward for better working results in the years to come.

4. ENVIRONMENTS, SAFETY AND ENERGY CONSERVATION:

The company is taking the steps for the environment safety and the energy conservatism. Your company has recorded further reduction in specific energy consumption over the previous year, through productivity improvements, induction of innovative energy-efficient process technologies and recycling/reuse of energy stream where feasible.

To conserve ground water, your company has embarked on rainwater harvesting projects at the manufacturing site and greening of barren land around factory. Further a comprehensive health check of all its employees.

5. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has reasonably system of internal control comparing authority levels and the powers, supervision, checks, policies and the procedures. The company has constituted the Audit Committee under the Chairmanship of Shri Amit Mehta. The said Committee reviews the adequacy of internal controls systems and the Compliance thereof.

Further the annual financial statement of the company are reviewed and approved by the committee and placed before the Board for the consideration. The Committee also reviewed the internal controls system during the year.

6. SHARE CAPITAL & LISTING:

The Company has applied for listing of the 10,00,000 equity shares of Rs. 10/- each issued on preferential basis on 1st June 2002 and 5,00,000 shares further issued at premium of Rs. 1/- each on preferential basis on 7th Feb. 2005. Necessary approval from the Stock Exchange Mumbai is awaited.

During the year Company has taken effective steps for getting the above preferential allotment listed on the Mumbai Stock Exchange.

The Company''s Existing Equity Shares before preferential allotment are listed with the Stock Exchange, (Mumbai).

The Equity Shares of the Company may also be kept in the electronic form as your company has connectivity from the Central Depository Services Ltd. (CDSL) and National Security Depository Services Limited (NSDL).

The trading of the Equity Shares of the Company has been suspended by the BSE w.e.f. 20th September 2006. The Company is making all the efforts to revocation of the suspension in order to regularize the trading in the shares of the company in the best interest of the investors. The company has also got the order of High court passing scheme of arrangement.

Pursuant to the Order passed by the High Court Indore of Madhya Pradesh, regarding scheme of arrangement filed by the company for reconstruction/restructuring of capital between company and its shareholder, The Company has reduced 49,82,600 equity shares surrendered by the shareholders of the company and allotted 1,00,00,000 equity shares to promoters and strategic investors as per the scheme of arrangement approved by the High Court Indore (M.P.).

7. DIRECTORS:

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning. Mr. Amit Mangalchand Mehta (holding DIN 02610151), Mr. Sajjan Kothari(holding DIN 00618999) directors of the Company will retire at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment. Further Mr. Prakash Doshi, Mr. Bijay Singh Thakur, and Mrs. Anjali Shukla as an Independent Director.

8. AUDITORS'' AND THEIR REPORT:

Your Directors Comments on the Auditor Report is as follows:

1. Your Management is taking the Best possible steps for proper maintenance of the records of the Inventories and also ensure to physically verifying the Inventories of the Company. Company is trying to implement such systems for maintenance of the records and try to regularize the same in future.

2. Due to shortage of the working Capital your Company was not regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, However Management has made provision for the same and ensure to deposit the statutory dues within the time in future. And other remarks of the Auditor in their report and the notes forming part of the Accounts are self explanatory and need no comments.

3. M/s. Trilok Jain & Co., has to vacate their office at the conclusion of the ensuing Annual General Meeting, Company has received Complaints from the shareholders regarding appointment of some other Auditor in his place as He is Auditor of the Company for more than five years. The Audit Committee has in their meeting recommended the appointment of M/s B. M. CHATRATH & CO., Charted Accountant, (Firm Registration No. 301011E) being eligible offer themselves for appointment till the conclusion of the Sixth Annual General Meeting, be appointed as per the provision of Section 139 (2) of Companies Act, 2013.

4. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment along with certificate of their eligibility and consent, under Section 139(2) of the Companies Act, 2013 and the Rules framed there under.

9. DEPOSITS:

Your Company has not accepted within the meaning of the provisions of section 58A of the Companies Act, 1956. There was no overdue/unclaimed deposit as at the date of the Balance Sheet.

10. MANAGEMENT DISCUSSIONS AND ANALYSIS

A separate report on Management Discussion and analysis is annexed to this report.

11. DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956,your directors state that:

(I) In the preparation of accounts, the applicable accounting standards have been followed.

(II) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of March 31, 2014 and the profit of the company for the year ended on that date.

(III) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

(IV) The annual accounts of the company have been prepared on the going concern basis.

12. CORPORATE GOVERNANCE:

Corporate governance assumes a great deal of importance in the business life of the company. The driving forces of the corporate governance at company are its core values, belief in people, entrepreneurship, customer''s orientations and the Pursuit of Excellence. The company''s goal is to find creative and productive ways of delighting its stakeholders, i.e., investors, customers and associates, while fulfilling the role of a responsible corporate representative committed to the best practices.

13. PERSONNEL:

The Company continued to have cordial relations with its employees during the year under review.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is enclosed herewith:

15. ACKNOWLEDGEMENTS:

Your directors wish to place on record their sincere appreciation and acknowledge with gratitude for the assistance, cooperation and encouragement by valued customers, suppliers, bankers, shareholders and employees of the company and look forward for their continued support.

By Order of the Board PANJON LIMITED

sd/- NAGIN KOTHARI JAY KOTHARI Whole Time Director MANAGING DIRECTOR Place : Indore DIN : 00567435 DIN : 00572543 Date : 22.09.2014

---

Mar 31, 2013

To The Members of PANJON LIMITED, INDORE

The Board of directors have pleasure in presenting their Annual report on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended 31st March, 2013.

1. FINANCIAL RESULTS:

Financial Results of the company for the year under review alongwith the comparative figures for previous year are as follows:

Year ended 31st March 2013 31st March 2012

Total sales/Income from operations 198165067.00 160987522.00

Expenditure 197441050.00 170685660.00

Profit (Loss) before Tax 724017.00 (9698138.00)

Extra Ordinary Items 0.00 10327635.00

Less: Income Tax (Earlier years) (87368.00) 65608.00

Income Tax Current Year 133948.00 119950.00

Deferred Tax (55154.00) 1587502.00

Profit (Loss) for the period from continuing 622283.00 2031441.00

operations

2. DIVIDEND:

Your Directors do not recommend any dividend and proposes to utilize the funds for its Capital needs.

3. REVIEW ON OPERATIONS:

Your Director Report that, during the year under review your Company has achieve the total turnover of Rs. 18.78 Crores as Compare to the Previous year 15.86 Crores, Your director is focusing the expansion of the market of the products of the your Company, During the year Company has focused on the advertisement of the Company core product Swad and as a Result of which company was able to Increase the sales.. Your Directors are focusing on promoting the brands of the Company SWAD so that the Goodwill earned by this brand may be used in Increasing the sales of the Company and thereby the profits of the Company. Your directors look forward for better working results in the years to come.

4. ENVIRONMENTS, SAFETY AND ENERGY CONSERVATION:

The company is taking the steps for the environment safety and the energy conservatism. Your company has recorded further reduction in specific energy consumption over the previous year, through productivity improvements, induction of innovative energy-efficient process technologies and recycling/reuse of energy stream where feasible.

To conserve ground water, your company has embarked on rainwater harvesting projects at the manufacturing site and greening of barren land around factory. Further a comprehensive health check of all its employees.

5. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has reasonably system of internal control comparing authority levels and ^ powers, supervision, checks, policies and the procedures. The company has constituted the Audit Committee under the Chairmanship of Shri Amit Mehta. The said Committee reviews the adequacy of internal controls systems and the Compliance thereof.

Further the annual financial statement of the company are reviewed and approved by the committee and placed before the Board for the consideration. The Committee also reviewed the internal controls system during the year.

6. SHARE CAPITAL & LISTING:

The Company has applied for listing of the 49,82,600 equity shares of Rs. 10/-each issued on preferential basis on lsl June 2002 and 5,00,000 shares further issued at premium of Rs. 1/- each on preferential basis on 7th Feb. 2005. Necessary approval from the Madhya Pradesh Stock Exchange & Mumbai are awaited.

During the year Company has taken effective steps for getting the above preferential allotment listed on the Mumbai Stock Exchange.

The Company''s Existing Equity Shares before preferential allotment are listed with the M. P. Stock Exchange (Regional) & Stock Exchange, (Mumbai).

The Equity Shares of the Company may also be kept in the electronic form as your company has connectivity from the Central Depository Services Ltd. (CDSL) and National Security Depository Services Limited (NSDL).

The trading of the Equity Shares of the Company has been suspended by the BSE w.e.f. 20th September 2006. The Company is making all the efforts to revocation of the suspension in order to regularize the trading in the shares of the company in the best interest of the investors.

7. DIRECTORS:

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning. Shri Amit Mehta and Shri Bijay Singh Thakur, directors of the Company will retire at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

8. AUDITORS'' AND THEIR REPORT:

Your Directors Comments on the Auditor Report is as follows-

1. Your Management is taking the Best possible steps for proper maintenance of the lecords of the Inventories and also ensure to physically verifying the Inventories of the Company. Company is trying to implement such systems for maintenance of the records and try to regularize the same in future.

2. Due to shortage of the working Capital your Company was not regular in depositing the with appropriate authorities undisputed statutory dues including provident fund, However Management has made provision for the same and ensure to deposit the statutory dues with in the time in future.

And other remarks of the Auditor in the their report and the notes forming part of the Accounts are self explanatory and need no comments. M/s. Trilok Jain & Co., has to vacate their office at the conclusion of the ensuing Annual General Meeting and being eligible offers them selves for re-appointment. The Company has obtained a certificate from them in accordance with the provisions of section 224(1B) of the Companies Act, 1956.

9. DEPOSITS:

Your Company has not accepted within the meaning of the provisions of section 58A of the Companies Act, 1956. There was no overdue/unclaimed deposit as at the date of the Balance Sheet.

10. MANGEMENT DISCUSSIONS AND ANALYSIS:

A separate report on Management Discussion and analysis is annexed to this report.

11. DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956,your directors state that:

(I) In the preparation of accounts, the applicable accounting standards have been followed.

(II) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of March 31, 2012 and the profit of the company for the year ended on that date.

(III) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

(IV) The annual accounts of the company have been prepared on the going concern basis.

12. CORPORATE GOVERNANCE:

Corporate governance assumes a great deal of importance in the business life of the company. The driving forces of the corporate governance at company are its core values, belief in people, entrepreneurship, customer''s orientations and the Pursuit of Excellence. The company''s goal is to find creative and productive ways of delighting its stakeohlders, i.e., investors, customers and associates, while fulfilling the role of a responsible corporate representative committed to the best practices.

13. PERSONNEL:

The Company continued to have cordial relations with its employees during the year under review.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Information as required under section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is enclosed herewith:

15. ACKNOWLEDGEMENTS:

Your directors wish to place on record their sincere appreciation and acknowledge with gratitude for the assistance, cooperation and encouragement by valued customers, suppliers, bankers, shareholders and employees of the company and look forward for their continued support. By Order of the Board PANJON LIMITED

NAGIN KOTHARI JAY KOTHARI

Whole Time Director MANAGING DIRECTOR

Place:Indore

---

Mar 31, 2011

To The Members of PANJON LIMITED

The Board of directors have pleasure in presenting their Annual report on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended 31st March, 2011.

I.FINANCIAL RESULTS:

Financial Results of the company for the year under review along with the comparative figures for previous year are as follows:

Year ended 31st March 2011 31st March 2010

Total sales/Income from operations 108213620.00 107216758.00

Expenditure 107864033.00 106879343.00

Profit before Tax 349587.00 337415.00

Less: Income Tax (Last year) 0.00 18121.00

Provision for Income Tax 65000.00 51000.00

Less:- Provision For Fringe Benefit Tax 0.00 0.00

Profit before Deferred Tax 284587.00 268294.00

Add: Deferred Tax Assets 329375.00 23211.00

Profit (loss) After Deferred Tax (613962.00) (291505.00)

2. DIVIDEND:

Your Directors do not recommend any dividend and proposes to utilize the funds for its Capital needs.

3. REVIEW ON OPERATIONS:

During the year under review, your Company is focusing to expand the market and sales of the Company. Your Directors are focusing on promoting the brands of the Company SWAD so that the Goodwill earned by this brand may be used in Increasing the sales of the Company and thereby the profits of the Company. Your directors look forward for better working results in the years to come.

4. ENVIRONMENTS, SAFETY AND ENERGY CONSERVATION:

The company is taking the steps for the environment safety and the energy conservatism. Your company has recorded further reduction in specific energy consumption over the previous year, through productivity improvements, induction of innovative energy-efficient process technologies and recycling/reuse of energy stream where feasible. To conserve ground water, your company has embarked on rainwater harvesting projects at the manufacturing site and greening of barren land around factory. Further a comprehensive health check of all its employees.

5. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has reasonably system of internal control comparing authority levels and the powers, supervision, checks, policies and the procedures. The company has constituted the Audit Committee under the Chairmanship of Shri Amit Mehta. The said Committee reviews the adequacy of internal controls systems and the Compliance thereof.

Further the annual financial statement of the company are reviewed and approved by the committee and placed before the Board for the consideration. THe Committee also reviewed the internal controls system during the year.

6. SHARE CAPITAL & LISTING:

The Company has applied for listing of the 49,82,600 equity shares of Rs. 10/-each issued on preferential basis on 1st June 2002 and 5,00,000 shares further issued at premium of Rs. 1/- each on preferential basis on 7th Feb. 2005. Necessary approval from the Madhya Pradesh Stock Exchange & Mumbai are awaited.

The Company''s Existing Equity Shares before preferential allotment are listed with the M. P. Stock Exchange (Regional) & Stock Exchange, (Mumbai):

The Equity Shares of the Company may also be kept in the electronic form as your company has connectivity from the Central Depository Services Ltd. (CDSL) and National Security Depository Services Limited (NSDL) The trading of the Equity Shares of the Company has been suspended by the BSE w.e.f. 2th September 2006. The """ Company is making all the efforts to revocation of the suspension in order to regularize the trading in the shares of the company in the best interest of the investors.

7. DIRECTORS:

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning. Shri Prakash Doshi and Shri Bijay Singh Thakur, directors of the Company will retire at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

During the year Smt. Anjali Shukla was appointed as Regular Director of the Company.

8. AUDITORS* AND THEIR REPORT:

Comments of the Auditors in their report and the notes forming part of the Accounts are self explanatory and need no comments. M/s. Trilok Jain & Co., has to vacate their office at the conclusion of the ensuing Annual General Meeting and being eligible offers them selves for re-appointment. The Company has obtained a certificate from them in accordance with the provisions of section 224(1 B) of the Companies Act, 1956.

9. DEPOSITS:

Your Company has not accepted within the meaning of the provisions of section 58A of the Companies Act, 1956. There was no overdue/unclaimed deposit as at the date of the Balance Sheet.

10 MANGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and analysis is annexed to this report

11 DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956,your directors state that:

(I) In the preparation of accounts, the applicable accounting standards have been followed.

(II) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of March 31, 2011 and the profit of the company for the year ended on that date. ''

(III) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

(IV) The annual accounts of the company have.been prepared on the going concern basis.

12 CORPORATE GOVERNANCE:

Corporate governance assumes a great deal of importance in the business life of the company. The driving forces of the corporate governance at company are its core values, belief in people, entrepreneurship, customer''s orientations and the Pursuit of Excellence. The company''s goal is to find creative and productive ways of delighting its stakeholders, i.e., investors, customers and associates, while fulfilling the role of a responsible corporate representative committed to the best practices.

13 PERSONNEL:

The Company continued to have cordial relations with its employees during the year under review.

14 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is enclosed herewith:

15.ACKNOWLEDGEMENTS:

Your directors wish to place on record their sincere appreciation and acknowledge with gratitude for the assistance, cooperation and encouragement by valued customers, suppliers, bankers, shareholders and employees of the company and look forward for their continued support.

By Order of the Board

PANJON LIMITED

JAY KOTHARI

MANAGING DIRECTOR

Place: Indore

Date: 01.08.2011

---

Mar 31, 2009

To The Members of PANJON LIMITED Indore

The Board of directors have pleasure in presenting their Annual report on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended 31st March, 2009.

1. FINANCIAL RESULTS:

Financial Results of the company for the year under review alongwith the comparative figures for previous year are as follows:

Year ended 31st March

2009 2008

Total sales/Income from operations 185831767.00 186750357.00

Expenditure 185219270.00 184842712.00

Profit before Tax 612497.00 1907646.00

Less: Income Tax (Last year) 24519.00 0.00

Provision for Income Tax 55000.00 200000.00

Less:- Provision For Fringe Benefit Tax 39420.00 54620.00

Profit before Deferred Tax 493918.00 1653026.00

Add: Deferred Tax Assets 86395.00 (3611707.00)

Profit (loss) After Deferred Tax (580313.00) (19 58682.00)

2. DIVIDEND:

Your Directors do not recommend any dividend and proposes to utilize the funds for its Capital needs.

3. REVIEW ON OPERATIONS:

During the year under review, your Company is facing stiff Competition with the multi national companies and small companies like Panjon is facing the sever competition, resulting the profitability of the Company has been adversely effected. Your Directors are making constant more efforts to generate the more profits to the Company. Your directors look forward for better working results in the years to come.

4. ENVIRONMENTS, SAFETY AND ENERGY CONSERVATION:

The company is taking the steps for the environment safety and the energy conservatism. Your company has recorded further reduction in specific energy consumption over the previous year, through productivity improvements, induction of innovative energy-efficient process technologies and recycling/reuse of energy stream where feasible.

To conserve ground water, your company has embarked on rainwater harvesting projects at the manufacturing site and greening of barren land around factory. Further a comprehensive health check of all its employees

5. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has reasonably system of internal control comparing authority levels and the powers, supervision, checks, policies and the procedures. The company has constituted the Audit Committee under the Chairmanship of Shri Amit Mehta. The said Committee reviews the adequacy of internal controls systems and the Compliance thereof.

Further the annual financial statement of the company are reviewed and approved by the committee and placed before the Board for the consideration. The Committee also reviewed the internal controls system during the year.

6. SHARE CAPITAL & LISTING:

The Company has applied for listing of the 49,82,600 equity shares of Rs. 10/-each issued on preferential basis on 1st June 2002 and 5,00,000 shares further issued at premium of Rs. 1/- each on preferential basis on 7th Feb. 2005. Necessary approval from the Madhya Pradesh Stock Exchange & Mumbai are awaited.

The Company''s Existing Equity Shares before preferential allotment are listed with the M. P. Stock Exchange (Regional) & Stock Exchange, (Mumbai).

The Equity Shares of the Company may also be kept in the electronic form as your company has connectivity from the Central Depository Services Ltd. (CDSL) and National Security Depository Services Limited (NSDL)

The trading of the Equity Shares of the Company has been suspended by the BSE w.e.f. 20th September 2006. The Company is making all the efforts to revocation of the suspension in order to regularize the trading in the shares of the company in the best interest of the investors.

7. DIRECTORS:

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning. Smt. Sajjan Bai Kothari and Shri Amit Mehta, directors of the Company will retire at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

8. AUDITORS'' AND THEIR REPORT:

Comments of the Auditors in their report and the notes forming part of the Accounts are self explanatory and need no comments. M/s. Trilok Jain & Co., has to vacate their office at the conclusion of the ensuing Annual General Meeting and being eligible offers them selves for re-appointment. The Company has obtained a certificate from them in accordance with the provisions of section 224(1B) of the Companies Act, 1956.

9. DEPOSITS:

Your Company has not accepted within the meaning of the provisions of section 58A of the Companies Act, 1956. There was no overdue/unclaimed deposit as at the date of the Balance Sheet.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956,your directors state that:

(I) In the preparation of accounts, the applicable accounting standards have been followed.

(II) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of March 31, 2009 and the profit of the company for the year ended on that date.

(III) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

(IV) The annual accounts of the company have been prepared on the going concern basis.

11. CORPORATE GOVERNANCE:

Corporate governance assumes a great deal of importance in the business life of the company. The driving forces of the corporate governance at company are its core values, belief in people, entrepreneurship, customer''s orientations and the Pursuit of Excellence. The company''s goal is to find creative and productive ways of delighting its stakeohlders, i.e., investors, customers and associates, while fulfilling the role of a responsible corporate representative committed to the best practices.

12. PERSONNEL:

The Company continued to have cordial relations with its employees during the year under review.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is enclosed herewith:

14. ACKNOWLEDGEMENTS:

Your directors wish to place on record their sincere appreciation and acknowledge with gratitude for the assistance, cooperation and encouragement by valued customers, suppliers, bankers, shareholders and employees of the company and look forward for their continued support.

For and on behalf of the Board Panjon Limited

S/d

(Jay Kothari)

Place: Indore

Dated:01/08/2009 CHAIRMAN

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Mar 31, 2008

To The Members, PANJON LIMITED Indore

The Board of directors have pleasure in presenting their Annual report on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended 31st March, 2008.

1. FINANCIAL RESULTS:

Financial Results of the company for the year under review along with the comparative figures for previous year are as follows:

Year ended 31st March 2008 2007

Total sales/Income from operations 186750357.00 184833233.00

Expenditure 184842712.00 183022287.00

Profit before Tax 1907646.00 18109646.00

Less:

Provision for Income Tax 200000.00 200000.00

Less:- Provision For Fringe Benefit Tax 54620.00 69080.00

Profit before Deferred Tax 1653026.00 1541866.00

Add: Deferred Tax Assets (3611707.00) (1759915.00)

Profit (loss) After Deferred Tax (1958682.00) (218049)

2. DIVIDEND:

Your Directors do not recommend any dividend and proposes to utilize the funds for its Capital needs.

3. REVIEW ON OPERATIONS:

During the year under review, due to strong efforts made by your directors company is able to generate profit before Tax of Rs. 19.07 Lacs. Your Directors are making constant more efforts to generate the more profits to the Company. Your directors look forward for better working results in the years to come.

4. ENVIRONMENTS, SAFETY AND ENERGY CONSERVATION:

The company is taking the steps for the environment safety and the energy conservatism. Your company has recorded further reduction in specific energy consumption over the previous year, through productivity improvements, induction of innovative energy-efficient process technologies and recycling/reuse of energy stream where feasible.

To conserve ground water, your company has embarked on rainwater harvesting projects at the manufacturing site and greening of barren land around factory. Further a comprehensive health check of all its employees

5. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has reasonably system of internal control comparing authority levels and the powers, supervision, checks, policies and the procedures. The company has constituted the Audit Committee under the Chairmanship of Shri Amit Mehta. The said Committee reviews the adequacy of internal controls systems and the Compliance thereof.

Further the annual financial statement of the company are reviewed and approved by the committee and placed before the Board for the consideration. The Committee also reviewed the internal controls system during the year.

6. SHARE CAPITAL & LISTING:

The Company has applied for listing of the 49,82,600 equity shares of Rs.10/-each issued on preferential basis on 1st June 2002 and 5,00,000 shares further issued at premium of Rs.1/- each on preferential basis on 7th Feb. 2005. Necessary approval from the Madhya Pradesh Stock Exchange & Mumbai are awaited. The Company''s Existing Equity Shares before preferential allotment are listed with the M. P. Stock Exchange (Regional) & Stock Exchange, (Mumbai).

The Equity Shares of the Company may also be kept in the electronic form as your company has connectivity from the Central Depository Services Ltd. (CDSL) and National Security Depository Services Limited (NSDL)

The trading of the Equity Shares of the Company has been suspended by the BSE w.e.f. 20th September 2006. The Company is making all the efforts to revocation of the suspension in order to regularize the trading in the shares of the company in the best interest of the investors.

7. DIRECTORS:

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning. Shri Prakash Doshi and Shri Bijay Singh Thakur, directors of the Company will retire at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

8. AUDITORS'' AND THEIR REPORT:

Comments of the Auditors in their report and the notes forming part of the Accounts are self explanatory and need no comments. M/s. Trilok Jain & Co., has to vacate their office at the conclusion of the ensuing Annual General Meeting and being eligible offers them selves for re-appointment. The Company has obtained a certificate from them in accordance with the provisions of section 224(1B) of the Companies Act, 1956.

9. DEPOSITS:

Your Company has not accepted within the meaning of the provisions of section 58A of the Companies Act, 1956. There was no overdue/unclaimed deposit as at the date of the Balance Sheet.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956,your directors state that:

(I) In the preparation of accounts, the applicable accounting standards have been followed.

(II) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of March 31, 2008 and the profit of the company for the year ended on that date.

(III) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

(IV) The annual accounts of the company have been prepared on the going concern basis.

11. CORPORATE GOVERNANCE:

Corporate governance assumes a great deal of importance in the business life of the company. The driving forces of the corporate governance at company are its core values, belief in people, entrepreneurship, customer''s orientations and the Pursuit of Excellence. The company''s goal is to find creative and productive ways of delighting its stakeholders, i.e., investors, customers and associates, while fulfilling the role of a responsible corporate representative committed to the best practices.

12. PERSONNEL:

The Company continued to have cordial relations with its employees during the year under review.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is enclosed herewith:

14. ACKNOWLEDGEMENTS:

Your directors wish to place on record their sincere appreciation and acknowledge with gratitude for the assistance, cooperation and encouragement by valued customers, suppliers, bankers, shareholders and employees of the company and look forward for their continued support.

For and on behalf of the Board Panjon Limited

S/d

(Jay Kothari)

Place: Indore

Dated:01/08/2008 CHAIRMAN

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Mar 31, 2007

The Directors present their 24th Annual Report on the business and operations of the Company along with the Audited Balance Sheet and Profit and Loss Accounts for the year ended 31st March 2007.

I.FINANCIAL RESULTS:

Financial Results of the Company for the year under review along with the figures for previous year are as follows:

(Amountin Rs.) Particulars Financial Year ended on 31 stMarch 2007 2006

Turnover 18,04,08,857 17,25,44,355 Other Income 48,68,359 16,88,804 Total Income from operations. 18,52,77,216 17,42,33,159 Profit before interest, depreciation & tax 63,61,384 66,66,102 Less Interest16, 13,068 10,98,075 Less Depreciation. 29,37,370 29,34,380 Profit Before Tax 18,10,946 23,33,647 Provision for Income Tax and FBT 2,69,080 2,85,939 Deferred Asset - Liablties Tax(-) 17,59,915 9,25,763 Net profit after tax_(-) 2,18,049 29,73,471 EPS I (-) 0.02 0.28

2. DIVIDEND:

Your directors do not recommend any dividend and proposes to utilise the funds for its working capital needs. (Previous Year: Nil).

3. MANAGEMENT DISCUSSIONS AND ANALYSIS:

The Company is facing stiff competition with the multi national companies and the small companies like Panjon is facing sever competition, resulting the profitability of the Company has been adversely effected. In view of the retail marketing trend, the Company also plans to open out lets on the major part of the Country in the name of SWAD SHOPPE to attract the retail consumers for their daily needs as well as rebuild the Brand image.

4. FINANCE & ACCOUNTS:

The Company has repaid the loan liabilities of the State Bank of Saurashtra and is making efforts to repay the loan to other secured lenders.

4.1 Internal Control Systems and its adequacy:

The Company has reasonably system of internal control comparing authority levels and the management routinely tests the powers, supervision, checks, policies and the procedures. Moreover, the company continuously upgrades these systems in the line with the best international accounting practice.

The Audit Committee also reviews the adequacy of internal controls systems and the compliance thereof. Further the annual financial statement of the company are reviewed and recommended by the audit committee for the consideration and the approval of the Board of Directors. The Committee also reviewed the internal controls system, significant accounting policy, major accounting entries, etc. during the year.

4.2 Adequate coverage of risk:

The Companys assets are adequately insured against the loss of fire and other risk, which considered necessary by the Management from time to time.

4.3 No outstanding Deposits:

Your Company has not accepted any public deposit within the meaning of the provisions of section 58A of the Companies Act, 1956 and there is no outstanding deposit due for re-payment.

4.4 Disclosures:

The Company has made adequate disclosures regarding related party transactions, contingent liabilities, remuneration of directors, and significant accounting policy in the notes to the accounts as an integral part of the Balance Sheet and Profit of Loss Accounts for the year ended 31st March 2007.

5. DIRECTORS:

Shri Amit Mehta and Smt. Sajjan Dai Kothari, the Directors retire by rotation and being eligible offered themselves for re-appointment. The Board recommends their re- appointment. There is no other change in the directorship during the year under review.

The tenure of Shri Nagin Kohari being the Chairman & Managing Director being lapsed on 6th Nov., 2007, your directors proposes to re-designate and re-appoint him as the Chairman & Whole-time Director of the Company for a further period of 5 years w.e.f. 7th Nov., 2007.

The tenure of Shri Jay Kohari being the Whole-time Director lapsed on 31st March, 2007, your directors proposes to re-designate and re-appoint him as the Managing Director of the Company for a further period of 5 years w.e.f. 1st April, 2007.

6. AUDITORS AND THEIR REPORT:

Comments of the Auditors in their report and the notes forming part of the Accounts are self- explanatory and need no comments. M/s Trilok Jain & Co. has to vacate their office at the conclusion of the ensuing Annual General Meeting and being eligible offers them selves for re- appointment. The Company has received certificate from the auditors to the effect that their re- appointment if made would be in accordance with the provisions of section 224(1 B) of the Companies Act, 1956.

7. SHARE CAPITAL:

The Companys has applied for listing of the 49,82,600 equity shares of Rs.10/- each issued on preferential basis en 1 June, 2002 and 5,00,000 Shares further issued at a premium of Rs.1/- each on preferential basis on 7th Feb., 2005 Necessary approval from the Madhya Pradesh Stock Exchange & Mumbai are awaited. The Companys existing Equity Shares before the preferential allotment are listed with the M.P. Stock Exchange (Regional) & the Stock Exchange, Mumbai.

The trading of the Equity Shares of the Company has been cuspended by the BSE w.e.f. 20th Sept., 2006. The Company is making all the efforts to revocation of the suspension in order to regularize the trading in the shares of the Company in the best interest of the investors. The Management has also appeared before the internal suspension vocation committee and it was advised to the Company to regularize the listing of the shares issued on preferential basis.

Your Company also has connectivity with the Central Depository Services Ltd. (CDSL) and National Depository Services Ltd. (NSDL) to provide facilities to all members and investors to hold the Companys shares in Dematerialized Form.

8. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, your directors state that:

In the preparation of accounts, the applicable accounting standards have been followed.

Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of March 31, 2007 and the loss of the company for the year ended on that date.

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

The annual accounts of the company have been prepared on a going concern basis.

9. PERSONNEL:

The relations between the workers and the managements were remained normal and there was no loss of production on account of the labour problems.

10. SEGMENT REPORTING:

In terms of the Listing Agreement and the AS 17 the Segmental business report being annexed with the Notes to the Accounts, forming part of the Annua! Report.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE:

Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Goard of Directors) Rules, 1933 have been enclosed with the Report.

12. CORPORATE GOVERNANCE:

Your Company is committed to good Corporate Governance practices end following to the standards prescribed by SEG! and Stock Exchanges. The Company has implemented all of its major stipulations. Your Company Statutory Auditors Certificate dated 1st August, 2007 in line with Clause 49 of the Listing Agreement validates our claim. The Auditors Certificate and report on Corporate Governance is annexed to and forms part of the Directors Report.

13. ACKNOWLEDGEMENTS:

Your Directors acknowledge the vital role played by conscientious and hardworking employees of the company at all levels towards its overall success. Other stakeholders, bankers, business associates and members of the medical profession have continue to lend their valuable support to the company in its efforts to provide high quality products within India and Abroad. The Directors lake this opportunity to record their appreciation in this regard.

BY Order Of the Board For, PANJON LTD. Place: INDORE NAGIM KOTHARI Dated: 1st August, 2007 CHAIRMAN

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Mar 31, 2006

The Directors present their 23rd Annual Report on the business and operations of the Company along with the Audited Balance Sheet and Profit and Loss Accounts for the year ended 31 st March, 2006.

1. FINANCIAL RESULTS:

Financial Results of the Company for the year under review along with the figures for previous year are as follows: , Amount in Rs.

Particulars Financial Year ended on 31st March

2006 2005 Turnover 17,25,44,355 14,45,68,082

Other Income 16,88,804 57,26,145

Total Income from operations 17,42,33,159 15,02,94,227

Profit before interest, depreciation & tax 66,66,102 61,75,900

Less Interest_ 10,98,075 11,50,252

Less Depreciation 29,34,380 27,55,195

Profit Before Tax 23,33,647 22,70,453

Provision for Taxation 2,85,939 2,00,000

Deferred Income Tax 9,25,763 13,70,830

Net profit after tax 29,73,471 6,99,623

EPS 0.28 0.06

2. DIVIDEND:

Your directors propose to plough back the profit earned by the Company to strengthen its fund base and proposes to utilise the funds for its working capital needs and do not recommend any dividend for the year under review. (Previous Year: Nil).

3. BUSINESS PERFORMANCE:

Your directors report that during the period under review the Company has achieved the total turnover of Rs. 1725.44 Lacs as compared to previous year of Rs. 1445.68 Lacs. However, net profit before tax has increased to Rs.23,34 Lacs as compared to previous year figures Rs.22.70 Lacs).

4. MANAGEMENT DISCUSSION AND ANALYSIS:

The business operations of the Company have been reclassified based on the global nomenclature. The operational performance of the business has been reviewed by the management based on this segmentation. 4.1 Industry structure and developments

The company is trying to developing new range of product and ayurvedic and confectionary, swad soya, agarabatti and cosmetics and fmgc product.

5. FINANCE & ACCOUNTS:

5.1 Cash generation:

The company has generated substational cash flow during the year which gear up companies development of new product range.

5.2 Internal Control Systems and its adequacy:

The Company has reasonably system of internal control comparing authority levels and the powers, supervision, checks, policies and the procedures are routinely tested by the management. Moreover, the company continuously upgrades these systems in the line with the best international accounting practice The Audit Committee also reviews the adequacy of internal controls systems and the compliance thereof. Further the annual financial statement of the company are reviewed and recommended by the audit committee for the consideration and the approval of the Board of Directors. The Committee also reviewed the internal controls system, significant accounting policy, major accounting entries, etc. during the year.

5.3 Adequate coverage of risk:

The Companys assets are adequately insured against the loss of fire and other risk which considered necessary by the Management from time to time.

5.4 No outstanding Deposits:

Your Company has not accepted any public deposit within the meaning of the provisions of section 58Aof the Companies Act, 1956 and there is no outstanding deposit due for re-payment

5.5 Disclosures:

The Company has made adequate disclosures regarding related party transactions, contingent liabilities, remuneration of directors, and significant accounting policy in ths notes to the accounts as an integral part of the Balance Sheet and Profit of Loss Accounts for the year ended 31st March, 2006

6. DIRECTORS:

Shri Prakas Doshi, Shri Bijay Singh Thankur, the Directors retires by rotation and being eligible offered themselves for re-appointment. The Board recommends their re- appointment. There is no otherchange in the directorship during the year under review.

7. AUDITORS AND THEIR REPORT:

Comments of the Auditors in their report and the notes forming part of the Accounts, are self explanatory and need no comments. M/s Trilok Jain & Co., has to vacate their office at the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The Company has received certificate from the auditors to the effect that their re- appointment if made would be in accordance with the provisions of section 224(1 B) of the Companies Act, 1956.

8. SHARE CAPITAL:

The Companys has applied for listing of the 49,82,600 equity shares of Rs. 10/- each issued on preferential basis on 1 st June, 2002 and 5,00,000 Shares further issued at a premium of Rs. 1/- each on preferential basis on 7th Feb., 2005 Necessary approval from the Madhya Pradesh Stock Exchange & Mumbai are waited. The Companys existing Equity Shares before the preferential allotment are listed with the M.P. Stock Exchange (Regional) & the Stock Exchange, Mumbai. During the year under review there was no suspension of trading of Shares by any stock exchange.

Your Company also has connectivity with the Central Depository Services Ltd. (CDSL) and National Depository Services Ltd. (NSDL) to provide facilities to all members and investors to hold the Companys shares in Dematerialised Form.

9. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, your directors statethat:

* In the preparation of accounts, the applicable accounting standards have been followed.

* Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of March 31,2006 and the profit of the company for the year ended on that date.

* Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguard ing the assets of the company and for preventing and detecting frauds and other irregularities.

* The annual accounts of the company have been prepared on a going concern basis.

10. PERSONNEL:

The relations between the workers and the managements were remained normal and there was no loss of production on account of the labour problems.

11. SEGMENT REPORTING:

In terms of the Listing Agreement the Segmental business report being annexed with the report.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE:

Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 have been enclosed with the Report.

13. CORPORATE GOVERNANCE:

Your Company is committed to good Corporate Governance practices and following to the standards prescribed by SEBI and Stock Exchanges. The Company has implemented all of its major stipulations. Your Company Statutory Auditors Certificate dated 1 st August., 2006 in line with Clause 49 of the Listing Agreement validates our claim. The Auditors Certificate and report on Corporate Governance is annexed to and forms part of the DirectorsReport.

14. ACKNOWLEDGEMENTS:

Your Directors acknowledge the vital role played by conscientious and hardworking employees of the company at all levels towards its overall success. Other stakeholders, bankers, business associates and members of the medical profession have continue to lend their valuable support to the company in its efforts to provide high quality products within India and Abroad. The Directors take this opportunity to record their appreciation in this regard.

By order of the Board For. PANJONLTD.

Place : INDORE NAGIN KOTHARI Dated : 1St August, 2006 CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2000

Your Directors present their 17th Annual Report on the business and operations of the Company along with the Audited Balance Sheet and profit and Loss Accounts for the Year ended on 31st March 2000.

DIVIDEND

In view of the insufficient profit during the year and accumulated losses in earlier year, your Directors do not recommend any dividend for this year.

BUSINESS PERFORMANCE

During the year under review of the Company could achieve only total turnover and other Income of Rs.810.46 Lac (previous year Rs. 937.32 Lacs) the market remained sluggish through out the year under review. The Company also had to face competition from the new players entered in the market.

Your Directors are pleased to report that the Company has launched two new products in the market viz. `TOM IMLI' & PURTI TAZGI MASALA'. Your Company is also in process to launch a POWER CAPSULES ROMANGO . As the Company s product are marketed throughout the Country. Your management is hope full for very good market of its new product, which shall definitely support in turnover and the profitability of the Company shall also increase in the coming years.

DIRECTORS

Shri Nagin Chand Kothari, the Director retires by rotation and being eligible offered him self for re-appointment. The Board recommends his re- appointment.

Smt. Anju Kothari, the Director has resigned from the Board w.e.f. 29th July 2000 due to her pre-occupations. Your Board place on record their appreciation for the valuable advises provided by her in the capacity of Director of the Company.

AUDITORS REPORT

The comments of the auditors at their report and the Notes forming part of the Account, is self explanatory and need no comments.

AUDITORS

M/s. Trilok Jain & Co. Chartered Accountants, auditors of the Company retires from the office of the Auditors at the ensuing Annual General Meeting and the Company has received a certificate from the auditors to the effect that their re-appointment if made would be in accordance with the provisions of Section 224(1) of the Companies Act 1956. The Directors recommend the re-appointment of M/s Trilok Jain & Co., and authorise to the Board to fix their remuneration.

HOLDING & SUBSIDIARY COMPANY

The Company does not have any subsidiary and is also not a subsidiary of any other holding company as defined under the Companies Act, 1956.

INSURANCE

The Assets of your Company are adequately insured against the loss of fire and other risk which considered necessary by the Management.

LISTING OF SHARES

The Company's equity shares are listed with the M.P. Stock Exchange (Regional) & The Stock Exchange, Mumbai. During the year under review the Mumbai Stock Exchange has suspended trading of Shares for some time which was regularised in due course.

DEPOSITS

The Company has not accepted any public deposit with in the meaning of the provisions of Section 58A of the Companies Act, 1956.

Y2K COMPLIANCE DISCLOSURE AS PER LISTING AGREEMENT

Your Board is pleased to inform that the Company managed the change over to the new millennium in a smooth manner. This was possible due to the unrelenting efforts put in to make the hardware and software operations Y2K Compliant.

DEPOSITORY SYSTEM

The Company also proposes to enter into an arrangement with the Central Depository Services Ltd. for voluntarily De-materialisation of Company's securities in accordance with the provisions of the Depository Regulations, With this, the Members shall have the option/discretion to hold their shares in the Company in the D-Mat form through the Central Depositary Services Ltd. (CDSL).

PERSONNEL

The relations between the workers and the Managements were remained normal and here was no loss of production on account of the labour problems.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and consideration ext ended by Bankers, FI'S. Investors & employees and also look forward for their continued support.

By order of the Board For PANJON LIMITED Place: Indore Date : 1st September 2000 NAGIN CHAND KOTHARI CHAIRMAN & MANAGING DIRECTOR

ANNEXURE - A TO THE DIRECTORS REPORT

Information Under Section 217(1) (e) of the Companies Act 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors' report for the Year ended on 31st March, 2000

CONSERVATION OF ENERGY (a) Energy Conservation Measures Taken:

1. Efficient maintenance of traps, valves, pipelines etc. to reduce fuel consumption in boiler.

2. Replacement of old type steam traps by bucket traps.

3. Proper control of the bampers and safety valves.

4. Efficient control of Air-conditioning on and off timings.

5. Use of dry process (Roll Compactor) for Panjon Tablets in place of wet process and drying in fludised bed drier which has reduced lot of power consumption.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy. Apart from the above mentioned measures, new areas are continuously explored and identified to reduce the consumption of energy.

(c) Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods. The above measures have resulted in energy saving and consequent decrease in cost of production.

(d) Total energy consumption and energy consumption per unit of production:

As per Form-A attached.

B. TECHNOLOGY ABSORPTION:

(e) Efforts made in technology absorption in Form-B below:

FORM-B

1. Specific areas in which R & D carried out by the Company: Improving product quality, new product development, improving, productivity, improving packing of various products and reducing product cost

2. Benefits derived as a result of above R & D research and development efforts have enabled the Company to improve quality develop new products and improve packaging of various products.

3. Future Plan of action:

R & D efforts would be continued in the area referred in point above.

4. Expenditure on R & D:

Expenditure on in-house Research & Development has been included shown under respective heads of expenditure in the Profit & Loss Account.

TECHNOLOGY, ABSORPTION, ADAPTATION AND INNOVATION:

1. Efforts, in brief, made towards technology absorption, adaptation and innovation : Improvement in packaging to increase the life of product and improved conditions at the time of use and development of new products.

2. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution etc.:

Product Improvement and development of new products.

3. Technology imported: None

C. FOREIGN EXCHANGE EARNINGS & OUTGO:

(f) Activities relating to exports, initiative taken to increase exports; development of new export markets for products and services; and export plans: The Company is making efforts to explore the export market.

(g) Total foreign exchange used and earned :

Used : Rs. Nil Earned : Rs. 9,99,350/-

Panjon Limited Dawa Bazar For & On behalf of the Board 13-14 R.N.T.Marg, Indore-1 Date : 01.09.2000 NAGIN CHAND KOTHARI CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 1997

The directors have pleasure in presenting the Fourteenth Annual Report of the Company together with Audited Accounts for the year ended on 31.03.1997.

FINANCIAL RESULTS : Amount (Rs. in Lacs) 1996-97 1995-96 Total Sales 1773.05 1766.41 Profit Before Depreciation 34.62 64.56 & Income Tax Depreciation 33.08 31.84 Provision For Income Tax 0.40 2.00 Net Profit For The Year 1.15 30.73 Balance Brought Forward 259.21 228.48 from last year

Balance Carried Forward 260.36 259.21

DIVIDEND : In order to conserve the resources for operations of the company, the Directors do not recommend any dividend.

OPERATIONS : Due to competitive conditions, the turnover of the company was only marginally higher. However, due to higher input costs, the net profit after taxation was substantially down at Rs. 1.15 lacs as compared to Rs. 30.73 lacs during the previous year. The company is operating in an industry which faces huge competition including from big and multinational companies and requires huge advertisement and brand building costs. Despite this, the company is trying its best to increase the business share and increase the profitability.

ADVERTISEMENT & PUBLICITY COMPAIGN : Targetting towards the main thrust of creating brand image and making its products more and more popular and widely known & consumed, the company has continued to attach top priority to the advertisement and publicity campaign. Total revenue expenditure on advertisement and publicity and sales promotion amounted Rs. 59.48 lacs during the year under report.

DIRECTORS : Mr. Manoj Kothari retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO : Information regarding conservation of Energy, Technology absorption and Foreign Exchange Earnings and outgo required under section 217(1)(e) of the Companies Act, 1956, are annexed hereto as Annexure - A and forms part of this report.

PARTICULARS OF EMPLOYEES : There was no employee covered under Section 217(2A) of the Companies Act, 1956 read in conjunction with the companies (Particulars of Employees) Rules, 1975.

AUDITORS : The auditors, M/s. Trilok Jain & Company, Chartered Accountants, Indore, retire at the ensuing Annual General Meeting and are eligible for reappointment. Members are requested to appoint Auditors and fix their remuneration.

ACKNOWLEDGEMENT : The Directors take the opportunity to thank Stockists, Distributors, retail traders and customers for their continued support to Company's products. The Directors also acknowledge the support and co-operation received from MPAVN Ltd., MPFC and State Bank of Saurashtra, as well as from Suppliers and other business associates. The Directors also place on record their deep appreciation of the services rendered by the officers, staff and workers of the company at all levels.

(Information Under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors' Report for the year ended 31st March, 1997.)

A. CONSERVATION OF ENERGY : (a) Energy Conservation Measures Taken : 1. Efficient maintenance of traps, valves, pipelines etc. to reduce fuel consumption in boiler.

2. Replacement of old type steam traps by bucket traps.

3. Proper control of the bampers and safety valves.

4. Efficient control of Air-conditioning on and off timings.

5. Use of non-usable portion of Awla & Khajoor in the Boiler etc.

6. Use of dry process (Roll Compactor) for Panjon Tablets in place of wet process and drying in fludised bed drier which has reduced lot of power consumption.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy : Apart from the above mentioned measures, new areas are continuously explored and identified to reduce the consumption of energy.

(c) Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods : The above measures have resulted in energy saving and consequent decrease in cost of production.

(d) Total energy consumption and energy consumption per unit of production :

As per Form-A attached.

B. TECHNOLOGY ABSORPTION : (e) Efforts made in technology absorption in Form-B below :-

FORM - B 1. Specific areas in which R&D carried out by the Company : Improving product quality, new product development, improving productivity, improving packings of various products, and reducing product cost.

2. Benefits derived as a result of above R & D : Research and development efforts have enabled the company to improve quality, develop new products and improve packaging of various products.

3. Future plan of action : R & D efforts would be continued in the area referred in point-1 above.

4. Expenditure on R & D : Expenditure on inhouse Research & Development has been included shown under respective heads of expenditure in the Profit & Loss Account.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION : 1. Efforts, in brief, made towards technology absorption, adaptation and innovation : Improvement in packaging to increase the life of product and improved condition at the time of use and development of new products.

2. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution etc. Product improvement and development of new products.

3. Technology imported : None

C. FOREIGN EXCHANGE EARNINGS & OUTGO :

(f) Activities relating to exports; initiative taken to increase exports; development of new export markets for products and services; and export plans : The Company is making efforts to increase the exports.

(g) Total foreign exchange used and earned : Used : Rs. NIL. Earned : Rs. NIL.

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Mar 31, 1994

Your directors have pleasure in presenting the Eleventh Annual Report of the Company together with Audited Accounts for the year ended 31-3-1994.

FINANCIAL RESULTS :

(Rs. in lacs) 1993-94 1992-93 --------- ----------

TOTAL SALES 1811.06 1538.37 PROFIT BEFORE DEPRECIATION & INCOME TAX 172.44 149.58 DEPRECIATION 22.41 21.62 PROVISION FOR INCOME TAX 30.00 29.00 NET PROFIT FOR THE YEAR 120.02 98.96 BALANCE BROUGHT FORWARD FROM LAST YEAR 101.41 91.08 PROFIT AVAILABLE FOR APPROPRIATION 221.43 190.04 APPROPRIATED TOWARDS ISSUE OF BONUS SHARES -- 54.00 TRANSFER TO GENERAL RESERVE 60.00 10.00 INTERIM DIVIDEND -- 10.00 PROPOSED FINAL DIVIDEND 49.14 14.63 BALANCE CARRIED FORWARD IN PROFIT AND LOSS A/C 112.29 101.41

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 2.20 per share of Rs. 10/- each for the year ended on 31.3.94, subject to deduction of income tax at source. Dividend in respect of new shares allotted during the year shall be paid on pro-rata basis for the period from the date of allotment and proportionate to the paid-up value.

OPERATIONS:

Despite competitive conditions and transporters' strike, the company has been able to achieve growth both in terms of turnover and profitability. The turnover has increased from Rs. 1538.37 Lacs in previous year to Rs. 1811.06 Lacs during the year, recording a growth of 17.73%. The Net Profit after taxation has increased even more significantly from Rs. 98.96 Lacs in the previous year to Rs. 120.02 Lacs during the year under report.

During the year, your Company added 2 products to its confectionery range and launched PERCY GOLD RANGE and PERCY MASALA CANDY. Each product has been launched in four flavours. Both the products are well received by the consumers and their response is encouraging. Your Company hopes to get good business from these products in the time to come.

The Company is taking all possible steps to increase its overall business share by increasing the existing products range. New incentive schemes have been framed to boost up the sales. Your Directors are hopeful of achieving better results in 1994-95.

EXPANSION & DIVERSIFICATION PLANS:

The Expansion cum upgradation programme undertaken by the Company is progressing satisfactorily. Some new products are under advance stage of development and will be launched after successful trial operation within the consumers. Your Company is also actively considering plans to diversify in other consumer products.

ADVERTISEMENT & PUBLICITY COMPAIGN:

Targetting towards the main thrust of making its products more and more popular and widely known & consumed, the Company has continued to attach top priority to the advertisement and publicity campaign. Total revenue expenditure on advertisement & publicity and sales promotion amounted Rs. 265.89 Lacs during the year under report.

PUBLIC ISSUE:

Your Company made a maiden Public Issue of 19,00,000 Equity Shares of Rs. 10/- each at a premium of Rs. 15/-per share aggregating Rs. 475 Lacs during the year under report.

Despite sluggish conditions in the Stock Markets prevailing at the time of Issue, the issue received overwhelming response from investing public and was oversubscribed more than 24 times. The shares of the Company are now listed at Bombay, Delhi, Ahmedabad, Indore and Mangalore Stock Exchanges.

(Information Under Section 217(1 )(e) of the Companies Act, 1958 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors' Report for the year ended 31st March, 1994.)

A) CONSERVATION OF ENERGY:

(a) Energy Conservation Measures Taken:

1. Efficient maintenance of traps, valves, pipelines etc. to reduce fuel consumption in boiler.

2. Replacement of old type steam traps by bucket traps.

3. Proper control of the bampers and safety valves.

4. Efficient control of Air-conditioning on and off timings.

5. Use of non-usable portion of Awla & Khajoor in the Boiler etc.

6. Use of dry process (Roll Compactor) for Panjon Tablets in place of wet process and drying in fludised bed drier which has reduced lot of power consumption.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy:

Apart from the above mentioned measures, new areas are contineously explored and identified to reduce the consumption of energy.

(c) Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:

The above measures have resulted in energy saving and consequent decrease in cost of production.

(d) Total energy consumption and energy consumption per unit of production:

As per Form-A attached.

B) TECHNOLOGY ABSORPTION:

(e) Efforts made in technology absorption in Form-B below:

FORM-B

1. Specific areas in which R&D carried out by the Company:

Improving product quality, new product development, improving productivity, improving packings of various products, and reducing product cost.

2. Benefits derived as a result of above R&D:

Research and development efforts have enabled the company to improve quality, develop new products and improve packaging of various products.

3. Future plan of action:

R&D efforts would be continued in the area referred in point-1 above.

4. Expenditure on R&D:

Expenditure on in house Research & Development has been included shown under respective heads of expenditure in the Profit & Loss Account.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

1. Efforts, in brief, made towards technology absorption, adaptation and innovation:

Improvement in packaging to increase the life of product and improved condition at the time of use and development of new products.

2. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution etc.:

Product improvement and development of new products.

3. Technology imported:

None.

C) FOREIGN EXCHANGE EARNINGS & OUTGO:

(f) Activities relating to exports; initiative taken to increase exports; development of new export markets for products and services; and export plans:

The exports of Company amounted to Rs. 92,92,987/-during the year. The Company is making all possible efforts to increase the exports.

(g) Total foreign exchange used and earned:

Used: Rs. 13,134/- Earned : Rs. 92,92,987/