Your Directors have pleasure in presenting the 28th Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended March 31st, 2024.

1. FINANCIAL HIGHLIGHTS

Your Company’s Financial Performance for the year under review is summarized below: (Amount inLakh)

2. DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of

the Company, Directors have decided not to recommend any dividend for the period under review.

3. TRANSFER TO RESERVES

During the year under review, no amount was transferred to the Reserves.

4. FINANCIAL HIGHLIGHTS AND OPERATION

The Key highlights pertaining to the business of the company for the year 2023-24 and period subsequent there to have

been given hereunder:

• The Total Income of the Company during the financial year 2023-24 is Rs. 5858.78 Lakh against the total income of Rs.2381.01 Lakh in the previous financial year 2022-23.

• The Total expense of the Company during the financial year 2023-24 is Rs. 5247.82 Lakh against the expense of Rs. 2114.96 Lakh inthe previous financial year 2022-23.

• After meeting the expenses, the company earned a Profit for the financial year 2023-24 is Rs 520.76 Lakh as compare to Rs. 201.07 Lakh in the previous financial year 2022-23.

• The OCI for the current year 2023-24 is Rs. 1.92 Lakhs against Rs. 5.91 Lakh in the previous financial year 202223.

• After considering the comprehensive income for the year, total income for the year is Rs 522.68 Lakh against a profit of Rs. 206.99 Lakh in the previous financial year 2022-23.

• The Directors trust that the shareholders will find the performance of the company for financial year 2023-24 to be satisfactory. The Earning per Share (EPS) of the company is 2.98 per share.

5. SHARE CAPITAL AND CHANGES

During F.Y. 2023-24, changes in the capital structure of Company are as follows.

a) Issue of Equity Shares with differential rights

Company had not issued any Equity Shares having differential rights during the year.

b) Issue of sweat equity shares

Company had not issued any Sweat Equity Shares rights during the year.

c) Issue of employee stock options

Company had not issued any employee stock options during the year.

d) Provisions of money by Company for purchase of its shares by employees or by trustees for the benefit of employees

The Company does not have any provision of Money for purchase of its shares by employees or by trustees for the benefit of Employees.

6. RELATED PARTY TRANSACTIONS:

There were no materially significant related party transactions with the Company’s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is annexed herewith and marked as Annexure “A”.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act 2013, the rules made thereunder and the Listing Agreement. This policy was considered and approved by the Board and has been uploaded on the website of the Company at www.pansaridevelopers.com.

7. AUDITORS AND AUDITORS’ REPORT

a) Statutory Auditor

Pursuant to provision of section 139,141,142 and other applicable provisions if any, of the Companies Act, 2013 and rules made there under M/s. Garv & Associates, Chartered Accountants (Firm Registration No. 0301094E) was appointed as Statutory Auditor of the Company for FY 2023-24 at the Extra Ordinary Meeting of the Company held on 09.11.2023. The Chairman at the Board meeting held on 30.08.2024 put forward the proposal to re-appoint M/s. Garv & Associates, Chartered Accountants (Firm Registration No. 0301094E) as the Statutory Auditors of the Company for the FY-2024-25 at the ensuing 28th Annual General Meeting of the Company.

M/s. Garv & Associates, Chartered Accountants, has consented the proposed appointment and confirmed that their reappointment, if made, would be within the limits mentioned under Section 141(3)(g) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

The Audit Committee and the Board of Directors recommend the re-appointment of M/s. Garv & Associates., Chartered Accountants as Statutory Auditors of the Company for FY 2024-25 at their respective meeting held on 30.08.2024. Auditors Report

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation under section 134(3)(f) of the Companies Act, 2013 from the Directors. Further, the notes to accounts referred to in the Auditor’s Report are self-explanatory.

a) Secretarial auditor:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board had appointed M/s Prakash Shaw & Co represented by Prakash Kumar Shaw, Practicing Company Secretaries bearing membership no -32895, CP No -16239 to conduct Secretarial Audit for FY 2023-24.

The Secretarial Audit Report for the financial year ended March 31 , 2024 is annexed herewith marked as Annexure “B” to this Report.

Secretarial Auditor’s Report:

The Secretarial Audit Report for the financial year ended 31 st March, 2024 is self-explanatory and does not call for any further comments.

b) Internal Auditor:

M/s. M.C. Jain & Co., (Chartered Accountants) Firm Registration Number 304012E has been appointed as Internal Auditor of the Company for the FY 2024-25 at its Board Meeting held on 28.05.2024.

The Board of directors are pleased to confirm the appointment of M/s M. C. Jain & Co., Chartered Accountants (FRN No. 304012E) as Internal Auditors of the company.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

During the year, on the recommendation of Board, there has been no Changes in the Board of Directors of the Company, however there are changes in the Key Managerial Personnel of the Company, as Ms. Neha Sharma being the Company Secretary & Compliance Officer(bearing Membership No- A63186) of the Company has resigned with effect from 16th November, 2023.

Mrs. Priyanka Singh (bearing Membership No- A49776) was appointed as a new Company Secretary and Compliance Officerfor the Companyon 1 st February, 2024, however, due to certain personal reasons she has resigned with effect from 14th June, 2024.

9. VIGIL MECHANISHM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), 2015, the Board has adopted Vigil Mechanism in the form of Whistle Blower Policy, to deal with instances of fraud or mismanagement.

10. INTERNAL COMPLIANT COMMITTEE

The Company has constituted an Internal Compliant Committee as required to be formed under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under. This policy was considered and approved by the Board and has been uploaded on the website of the Company at www.pansaridevelopers.com.

11. E-VOTING FACILITY AT AGM

Pursuant to regulation 44 of the Listing Agreement with Stock Exchange and in pursuance of the provisions of Section 108 of the Companies Act, 2013 (the Act) read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (the Rules), the Items of Business given in Notice convening the Annual general Meeting may be transacted through electronic voting system and the Company is providing e-Voting facility to the members who are the members of the Company as on Friday, 20th September 2024 being the “Cut-off Date” fixed for the purpose, of exercising their right to vote at the 28th Annual General Meeting by electronic means through the e-Voting platform provided by LINK INTIME-INSTAVOTE. The details process and guidelines for e-voting has been provided in the notice convening the meeting.

12. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors has not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

13. PARTICULAR OF LOANS, GUARANTEES AND INVESTMENTS

The Company has complied with the provision of loan, guarantees and Investments made during the year. The particulars of loans guarantees and investments as per Section 186 of the Act by the Company have been disclosed in the financial statements.

14. ANY VIOLATION OF INSIDER TRADING

During the year Company complied with policies and procedures designed to preserve and protect confidential information. No director, officer or employee of the Company has at any time made any recommendation or express any opinion as to trading in the Company’s securities. Information about other entities in a special relationship with the Company and its confidential decision has not been provided to outside persons without proper authorization. There is no violation of Insider Trading during the period under review.

15. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

The Audit Committee in consultation with the Internal Auditor formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit. Based on the Internal Audit Report and review by the Audit Committee, process owners undertake necessary actions in their respective areas.

The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

16. NOMINATION AND REMUNERATION POLICY

The Company follows Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel and other employees of the Company as approved by the Board of Directors. The Nomination and Remuneration Policy is annexed herewith and marked as Annexure “C”.

17. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

18. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with Regulation 34 read with schedule V of the SEBI (LODR) Regulations 2015, the corporate governance report together with the certificate from the Auditors of the company regarding compliance of conditions of corporate governance is annexed herewith as Annexure- D.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed herewith and marked as Annexure “F”.

20. BOARD EVALUATION

The Companies Act, 2013 states that a formal annual performance evaluation needs to be made by the Board of its own performance, the Directors individually as well as the evaluations of its committees. As per schedule IV of the Companies Act 2013, the performance evaluation of independent Directors, shall be done by the entire Board of Directors, excluding the Director being evaluated. The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

21. CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility (CSR) Committee of the Board under the Chairmanship of an Executive Director. The Company has a CSR policy in place which aims to ensure that your Company continues to operate its business in socially and environmentally sustainable manner, while recognizing the interests of all its stakeholders.

During the year under review, as part of its CSR activities your Company focused on promotion of educational initiatives by supporting the schools near its area of operations.

22. LISTING FEES

The equity shares of the Company continue to be listed on The National Stock Exchange of India Limited (NSE). The Company has remitted the listing fee to these stock exchanges, up to date.

23. MEETING OF INDEPENDENT DIRECTORS

During the year under review, Independent Director Meeting was held on 30th May, 2023.

24. RISK MANAGEMENT

Our Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner.Our Company has implemented an integrated Risk Management Policy through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges.

In the opinion of the Board at present there are no risks which threaten the existence of the Company.

25. STATE OF COMPANY’S AFFAIRS

Detailed information on the operations of the Company, business environment and future expectations are provided in the Management Discussion and Analysis Report which is annexed herewith and marked as Annexure “E”

26. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance with Section 129 of the Companies Act, 2013 read with relevant Accounting Standards issued by The Institute of Chartered Accountants of India and forms part of this Annual Report.

27. EXTRACT OF THE ANNUAL RETURN

In accordance with Section 92(3) of the Companies Act, 2013 read with rules made thereunder, the Annual Return of the Company in Form MGT-7 has been placed on the Company website at the link https ://www.pansaridevelopers. com/upload/ Annual%2 0 Return%2 0MGT-7%202024.pdf

28. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE There are no material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

29. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

As a good corporate citizen, Pansari Developers Limited is committed to a gender friendly workplace. It seeks to enhance equal opportunities for men and women, prevent/stop/redress sexual harassment at the workplace and institute good employment practices.

Pansari Developers Limited maintains an open door for reportees and encourages employees to report any harassment or other unwelcome and offensive conduct. The Company has constituted an Internal Complaint Committee (ICC) in pursuant to the provisions of the Companies Act, 2013 for prevention, prohibition and redressal of complaints / grievances on the Sexual harassment of women at work place. This policy is communicated to all employees in an appropriate and meaningful manner.

30. DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year ended 31st March, 2024in terms of Chapter V of the Companies Act 2013.

31. PARTICULARS OF EMPLOYEES

None of the employee has received remuneration exceeding the limit as stated in Section 1 97 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

32. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Subsidiary or Associate but the Company has invested in Joint Ventures and Partnership Firms

During the year, the Board of Directors reviewed the affairs of its Joint Ventures. In accordance with the Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company’s joint ventures is annexed herewith and marked as Annexure “H”in the prescribed Form AOC-1.

33. LOANS, GUARANTEES AND INVESTMENTS:

The details of Loans, Guarantees^ Investments covered under the provision of section 186 of the Companies Act,2013 during the period under review are provided in Notes which forms an integral part of this Annual Report.

34. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to as per Sec 134 (5) of the Companies Act, 2013, the Directors confirm that:

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

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates

that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end

of the financial year and of the profit and loss of the Company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance

with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and

other irregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors, in the case of a listed Company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

35. GRATITUDE & ACKNOWLEDGEMENTS

The Board expresses its deep gratitude to clients, business associates, principals, bankers, regulators, exchanges,

depositories, and shareholders for their valuable contribution towards the progress of the Company. The directors

particularly wish to place on record their sincere appreciation of the best efforts put in by the employees at all levels, but

for which, the Company could not have achieved what it did during the year under review.

Registered Office: For on & behalf of the Board

PANSARI DEVELOPERS LIMITED

14, N.S. Road, 4th Floor

Kolkata- 700001

Dated: 30th August, 2024

Mahesh Kumar Agarwal Ankit Agarwal

Managing Director& Chairman Whole time Director

DIN: 00480731 DIN:02804577