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.

11 FINANCIAL PERFORMANCE: fAmount in ? )

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 re¬
appointment.

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.

14) PERFORMANCE EVALUATION OF THE BOARD:

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.

21) AUDITORS:

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.

29) STATUTORYDISCLOSURES:

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.

For PANTHER INDUSTRIAL PRODUCTS LIMITED

KAUSHIK C. SHAH ABHIJIT Y. KADAM

MANAGING DIRECTOR CHIEF FINANCIAL OFFICER

(DIN:00009510)

Date: 2^nd August, 2024
Place: Mumbai