Panther Industrial Products Ltd

To, The Members of

PANTHER INDUSTRIAL PRODUCTS LIMITED

Your Directors have pleasure in presenting this Thirty Six Annual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31^st March, 2024.

1) FINANCIAL PERFORMANCE: (Amount in Rs )

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under Section 211 (3C) of the Companies Act, 1956 (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of Rule 7 of The Companies (Accounts) Rules, 2014) and the relevant provisions of the Companies Act, 1956 / Companies Act, 2013, as applicable Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an ongoingbasis.

2) OPERATIONAL PERFORMANCE:

During the year under review, Your Company has reported Profit of amounted to ^ 9,66,159/- in the current year as compared to Profit of ^ 14,54,864/- in the previous year.

3) DIVIDEND:

In order to conserve the resources of the Company, your Directors regret their inability to recommend any payment of dividend for the Financial Year ended March 31,2024.

4) UNCLAIMED DIVIDEND:

There is no balance lying in unpaid equity dividend account.

5) SHARE CAPITAL:

The paid-up equity share capital of the Company as on 31^st March, 2024 was 14,000,970/-. During the year under review, the Company has not issued any shares. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company. Further, during the year under review, the promoters have not acquired/sold any shares of the Company.

6) DEPOSITS:

Your Company has not accepted/invited deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance ofDeposits] Rules, 2014.

7) TRANSFER TO RESERVE:

Company has not transferred any amount from profit to General Reserve.

8} HOLDING COMPANIES/SUBSIDIARY COMPANIES/ASSOCIATE COMPANIES:

Your Company neither have any Holding Companies / Subsidiary Companies nor have any direct Associate Companies during the financial year end 31^st March, 2024.

9) RELATED PARTY TRANSACTIONS:

During the reporting financial year, there is no transaction with related parties which attract the provision of Section 188 (1) of the Companies Act, 2013 as all the transaction with related parties, if any, are in normal course of business and at Arm Length Basis. Hence, section 188(1) is not applicable and consequently no particulars in Form AOC-2 have been furnished.

10) DIRECTORS:

As on 31^st March, 2024, the Company has Two Directors consisting of One Independent non-executive Director and one Wholetime Director.

a) Appointment/Resignations from the Board of Directors

In terms of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and The Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modifications or re-enactment thereof for the time being in force), the Independent Directors were appointed for a term of five years and are not liable to retire by rotation.

b) Woman Director

In terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI Regulations, a Company shall have atleast one Woman Director on the Board of the Company. So the company is looking out to fill the casual vacancy caused by the resignation of Women Director.

c) Directors Retiring by Rotation

In accordance with the provisions of section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. ABHIJIT Y. KADAM (DIN: 06756295), Director of the Company, retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for reappointment.

The information of Directors seeking appointment/re-appointment as required pursuant to Regulation 36(3) of the SEBI Regulations, is provided in the notice covering the Annual General Meeting of the Company. Based on the confirmations received from Directors, none of the Directors are disqualified fromappointmentunder Section 164 ofthe Companies Act, 2013.

11) NUMBER OF MEETINGS OF THE BOARD:

Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses.

The Board met Four times during the FY 2023-24 viz, 30^th May 2023, 31^th July 2023,14*August 2023, lO^November 2023.

12) COMMITTEES OF THE BOARD:

Your Company has several committees which have been established as a part of the best practices and are in compliance with the requirements of the relevant provisions of laws and statutes applicable to the Company.

The Company has following Committees namely:

1. Nomination and Remuneration Committee;

2. Stakeholders' Grievance and Relationship Committee;

3. Audit Commitee;

13) DECLARATION BY INDEPENDENT DIRECTORS:

During the Financial Year 2023-2024 there was no Independent Director in the company. Board is looking for the right candidate who can fill the vacancy of Independent Director and take the responsibility.

Main Object of the Company

In previous couple of years due to tight competition the scope of the main business is reducing and company is finding very difficult to run the business as mentioned in main object of the company, so its trying to evaluate and working out for opportunity in the field of consultancy services in Financial sectors. Simultaneously, company will try to look out for its feasibility of its main business and meantime the consultancy services business expands then company will make the necessary changes in its main object thereafter.

In compliance with the provisions of the Companies Act, 2013 and Regulation 2 5 (4) (a) of the SEBI Regulation, annual performance evaluation of the Board and its Directors individually was carried out Various parameters such as the Board's functioning, composition of its Board and Committees, execution and performance of specific duties, obligations and governance were considered for evaluation.

The performance evaluation of the Board as a whole was carried out by the Independent Directors. The performance evaluation of each Independent Director was also carried out by the Board.

The Board of Directors expressed their satisfaction with the evaluation process.

15) CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 13 5 [1) of the Companies Act 2013 and hence it is not required to formulate policy on corporate social responsibility.

16) INDIAN ACCOUNTING STANDARD (IndAS):

The Indian Accounting Standards (Ind AS) were notified by the Ministry of Corporate Affairs on February 16,2015. These standards will become applicable to the Company, its subsidiaries and associates with effect from April 1, 2016, Your Company has taken adequate steps, in this regard to ensure a smooth transition to Ind AS.

17) MANAGEMENT PERCEPTION TO AUDITORS QUALIFICATION:

The observations made by the auditors in their report in respect of the Internal Audit System and others, read together with the notes on accounts are self- explanatory and do not call for the further explanation, however the following be noted as further clarification:

Note B (3) in the Significant Accounting Policies and Notes on Accounts (Notes A & B) to the balance sheet

(a) Reference is invited to note B(16)(a)in Notes on Accounts to the balance sheet and statement of profit and loss regarding Trade receivable by the management 184,769,870 Though the company company is confident of recovery, in view of huge losses and uncertainty in the business operations and hence the management has not made any provisionfor the same.

The unsecured interest free loan granted by the Company to companies under the same management with understanding that the same has been granted for temporary period and recoverable on demand, hence the same is not prejudicial to the interest of the Company.

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

The Company has in place a policy for Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Preservation, Prohibition & Redressal) Act, 2013. Complaints Committee has been set up to redress complaints received regarding sexual harassment All employees are covered under this policy. The Company has not received any complaint of sexual harassment during the Financial Year 2023-2024.

191 VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 ofthe Companies (Meetings of Board and its Powers) Rules, 2014, the Company is required to frame "Vigil Mechanism" (Whistle Blower) to deal with instances of fraud and mismanagement in the Company.

20) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the reporting financial year, there is no transaction with related parties which attract the provision of Section 188 (1) ofthe Companies Act, 2013 as all the transaction with related parties, if any, are in normal course of business and at Arm Length Basis. Hence, section 188(1) is not applicable and consequently no particulars in FormAOC-2havebeenfurnished.

a) Statutory Auditors

At M/s S.M. Bhat & Associates, Chartered Accountants, appointed as the Statutory Auditors ofthe Company having Firm Reg. No. 131347W shall continue to hold office as the statutory auditors till the conclusion of the 38th Annual General Meeting as per the provisions of Section 139 ofthe Companies Act, 2013 and rules made thereunder.

h) Secretarial Auditor:

The Company is unable to obtained Secretarial Audit required under section 204(1) of the Companies Act, 2013 and the rules made thereunder, as the

assignment of the Secretarial Audit has not been accepted by any professional having membership of Institute of Company Secretaries of India. The Company has been trying to engage a Company Secretary from the date became applicable to the company but in vain. However, the company shall continue to try and engage a Company Secretary who could accept the assignment and report shall be furnished accordingly.

22) SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI):

The Company complies with all applicable mandatory Secretarial Standards issuedby the Institute of Company Secretaries of India [ICSI).

23) CORPORATE GOVERNANCE:

Since the Paid-Up Capital of the company is less then ^ 100,000,000/- and Net worth not exceeding ^ 250,000,000/-therefore separate section on Corporate Governance practices followed by the Company as stipulated under Regulation 15 [2) and Schedule V of the SEBI Regulations are Not applicable to the company. However, as measure of good corporate governance practice, the company has voluntarily initiated to the extent possible, considering constitutions of Board and activities of the Company, steps towards the compliance of the same.

24) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the year under review, the Company has not advanced any loans/ given guarantees/ made investments and the Rules made thereunder are given in the notes to Financial Statements.

25) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the financial year, No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status ofthe Company and its future operations.

26) PARTICULARS OF EMPLOYEES:

None of the employee has received remuneration exceeding the limit as in pursuantto Section 197(12) ofthe Companies Act, 2013 read with Rule 5(1) and 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

27) REMUNERATION POLICY FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In terms of the provisions of Section 178[3) of the Act, the Nomination & Remuneration Committee is responsible for formulating the criteria for determining qualification, positive attributes and independence of a Director. The Nomination & Remuneration Committee is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees. In line with this requirement, the Board has approved that all the provisions of remuneration policy of the company related with criteria for remuneration, determining qualifications, positive attributes and independence of a director will be mutatis and mutandis applicable on our company.

28) DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them, the Directors make the following statements in terms ofSection 134(3)(c) ofthe Companies Act, 2013:

(a) That in preparation of the Annual Financial Statements for the year ended 31^5tMarch, 2024; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(b) That such accounting policies as mentioned in the notes to the Financial Statements have been selected and applied consistently & judgements and estimates have been made that are reasonable and prudent so as to give true and fair view ofthe Statement of Affairs of the Company as at 31^st March, 2024 and of the Profit of the Company for the year ended on that date.

(c } That proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) That the Annual Financial Statements have been prepared on a going concern basis.

(e) That proper Internal Financial Controls were in place and that the Financial Controls were adequate and were operating effectively.

(f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies [Accounts) Rules, 2014, is annexed herewith as "Annexure-1".

30) LISTING OF THE COMPANY'S EQUITY SHARES

The equity shares of your Company are listed on The BSE Ltd., due to regulatory reason trading in equity shares ofthe company is restricted.

31) OTHERDISCLOSURE:

[a) There is no change in nature of business ofthe company during FY 2024.

[b) With deep sorrow the Board of Directors ofthe Company acknowledges the passing of Shri Kartik Kirtikumar Parekh, who served as a Director of the Company and expresses its deepest condolences to the family and loved ones of the deceased. The Board of Directors expresses its appreciation for the valuable contributions of Shri Kartik Kirtikumar Parekh during his tenure with the Company and acknowledges his service with gratitude.

32) ACKNOWLEDGEMENT

Your Directors take this opportunity to express deep and sincere gratitude to all the stakeholders ofthe Company for their confidence and patronage.

Your Directors wish to place on record their appreciation for the support and contribution made by the employees at all levels and also wish to thank all its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in your Company.