Your directors have pleasure in presenting their Annual Report together with the
financial statements for the financial year ending 31^st March 2025 along with the
Board's Report including annexures thereto and Report of Auditor's thereon.

1. FINANCIAL SUMMARY:

The Company's financial performance for the financial year ended March 31, 2025:

2. STATE OF AFFAIRS / HIGHLIGHTS:

I. The Company is engaged in the business of "To carry on manpower placement,
recruitment, selection, training, and employment services for all categories of
personnel for various industries in India and abroad."

II. There has been no change in the business of the Company during the financial
year ended March 31, 2025.

III. During the year under review, the income from operation of the Company for
the financial year 2024-25 stood as Rs. 2,83,18,88,048.72 against Rs.
2,78,65,57,033.74 in the previous year. The Company earned a profit of Rs.
9,79,86,543.14 against a profit of Rs. 4,82,26,145.72 in the previous year.

3. WEB LINK OF ANNUAL RETURN, IF ANY:

The Company is having website i.e. https://panhr.in/ and annual return of Company
has been published on such website. Link of the same is given below:

Link: https:/ /panhr.in/annual returns, php

4. MEETINGS OF BOARD OF DIRECTORS:

Seven (07) Board Meetings were held during the Financial Year ended March 31, 2025
i.e. 04.04.2024, 20.07.2024, 25.09.2024, 24.10.2024, 25.11.2024, 03.02.2025 and 22.03.2025.
The maximum gap between any two Board Meetings was less than one Hundred and
Twenty days. Details are given as follows:

5. DETAILS IN RESPECT OF FRAUD:

During the year under review, the Statutory Auditor in their report have not reported
any instances of frauds committed in the Company by its Officers or Employees under
section 143(12) of the Companies Act, 2013.

6. BOARD'S COMMENT ON THE AUDITORS' REPORT:

the observations of the Statutory Auditors, when read together with the relevant notes
to the accounts and accounting policies are self-explanatory and do not call for any

further comment. Further, The Auditors' Reports for the financial year 2024-25 does not
contain any qualification, reservation, adverse remark or disclaimer.

7. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments, which affect the financial
position of the company which have occurred between the end of the financial year to
which the financial statements relate and the date of this Report.

8. SHARE CAPITAL
Authorised Capital:

As on 31^st March, 2025, the authorised share capital of the Company stood at
Rs.10,00,000 divided into 1,00,000 equity shares of Rs. 10/- each.

Issued Subscribed & Paid-up Capital:

As on 31st March, 2025 the paid up share capital of the Company and paid-up share
capital of the Company stood at Rs. 2,15,580 divided into 21,558 equity shares of Rs.
10/- each. Further, during the year under review, the Company has made allotment on
preferential basis through private placement in their meeting held on March 22, 2025 for
1958 Equity Share at a price of Rs. 6,123 (Rupees Six Thousand One Hundred Twenty
Three Only) including Face value of Rs. 10 (Rupees Ten Only) and Premium of Rs. 6,113
(Rupees Six Thousand One Hundred Thirteen Only).

Dematerialisation of Shares:

During the year under review, the Company has entered into tripartite agreements for
dematerialization of equity shares with the Maashitla Securities Private Limited
(hereinafter refereed as "Registrar & Transfer Agent (RTA)"), National Securities
Depository Limited and Central Depository Services (India) Limited (hereinafter
refereed as "Depository"). Further, as on March 31, 2025, all the Equity Shares issued by
the Company are held in demat form except Equity shares hold by Rajeev Kumar and
Rajni Kumari. The Company ISIN No. is INE1N9E01015 and M/s. Maashitla Securities
Private Limited is the Registrar and Share Transfer Agent of the Company.

Transfer of Shares:

During the year under review, the Company has also received share transfer request
from Mr. Ravi Shekhar for 6500 equity shares along with supporting documents. The
Company in their meeting held on November 25, 2024 approved the transfer of share of
the Company.

Issue of Equity Shares with differential voting rights. Sweat Equity, ESOP.

During the year under review, the company has not issued any equity shares with
differential voting rights, Sweat Equity Shares or Shares to its employees under
"Employee Stock Option Scheme".

9. CHANGE IN DIRECTORSHIP:

During the year under review, the Company appointed Ms. Rajni Kumari as an
Additional Director in its board meeting held on 24th October 2024. Further, Mr. Ravi
Shekhar resigned from the Company with effect from 25th November 2024.
Additionally, in its extra-ordinary general meeting held on 19th February 2025, the
Company appointed/regularised Ms. Rajni Kumari as a Director of the Company.

Further, after the closure of financial year, the Company has appointed Mr. Vivek
Kumar Mishra as an additional director in their board meeting held on 18^th April, 2025
and the Company in their meeting held on 21^st April, 2025, the Company
appointed/regularised Mr. Vivek Kumar Mishra as a Director of the Company.

Furthermore, the Company has appointed Mr. Rajeev Kumar as Managing Director
cum chairman and Ms. Rajni Kumari as whole-time director, in their board meeting
held on 28^th June, 2025. Thereafter, the Company has appointed, Mr. Umesh Kumar
Purbey and Jeewan Chandra as Non-Executive Independent Director in the Extra¬
Ordinary General Meeting of the Company held on July 15, 2025.

Furthermore, the Company has appointed Ms. Anamika Sinha Roy as the Compliance
officer and Company Secretary of the Company in the Board Meeting held on 06^th
August, 2025.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and Company's operations in future.

11. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year ended
March 31, 2025, were on an arm's length basis and were in the ordinary course of
business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not

attracted.

However, there are some materially significant related party transactions during the
financial year made by the Company, thus, disclosure in Form AOC-2 is attached as
Annexure A.

Furthermore, the disclosure of transactions with related parties for the financial year is
given in Note no.32 to the Balance Sheet i.e. as per Accounting Standard -18.

12. COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has Complied with the applicable Secretarial Standards (as amended
from time to time) on meetings of the Board of Directors and Meeting of Shareholders
(EGM/AGM) i.e. SS-1 and SS-2 issued by The Institute of Company Secretaries of India
and approved by Central Government under section 118(10) of the Companies Act,
2013.

13. PARTICULARS OF LOANS AND INVESTMENT:

The Company has not made any investments, given guarantees, or provided securities
during the financial year under review. However, the company has given loan during
the financial year. Therefore, company has complied with the provisions of Section 186
of the Companies Act, 2013 and details of the same has given in the notes 11 and 18 to
the Financial Statements.

14. TRANSFER TO RESERVE:

The Board of Directors of your company has decided to transfer any amount of profit to
the Reserves for the financial year under review.

15. DIVIDEND:

During the year under review, the Company has recommend and declared an interim
dividend of Rs. 1020 per share amounting upto 2,00,00,000.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS & OUTGO:

The details of Conservation of energy, Technology Absorption, and Foreign Exchange
Earnings and Outgo Information as required under section 134(3) of the Companies
Act, 2013, read with tire Rule 8 of Companies (Accounts of Companies) Rules, 2014, has
been annexed as Annexure - B to this report and forms part of this report.

17. RISK MANAGEMENT POLICY:

Risk Management is the process of identification, assessment and prioritization of risks
followed by coordinated efforts to minimize, monitor and mitigate/control the
probability and/or impact of unfortunate events or to maximize the realization of
opportunities. The Company has laid down a comprehensive Risk Assessment and

Minimization Procedure which is reviewed by the Board from time to time. These
procedures are reviewed to ensure that executive management controls risk through
means of a properly defined framework. The major risks have been identified by the
Company and its mitigation process/ measures have been formulated in the areas such
as business, project execution, financial, human, environment and statutory compliance.

18. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
["POSH"]:

The Company has adopted a policy for prevention of sexual harassment at the
workplace, in line with the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). An Internal
Complaints Committee ("ICC") has been duly constituted as per the provisions of the
POSH Act to redress complaints regarding sexual harassment at the workplace.

During the financial year under review, the Company has complied with all the
provisions of the POSH Act and the rules framed thereunder. Further details are as
follow:

a. Number of complaints of Sexual Harassment received in the Year: NIL

b. Number of Complaints disposed -off during the year: NIL

c. Number of cases pending for more than ninety days: NIL

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

During the year under review, the Company doesn't have any Subsidiary & Joint
Venture and Associate Companies at the end of the year.

20. ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO
FINANCIAL STATEMENT:

The Company has in place adequate internal financial controls with reference to
financial statements. During the financial year, such controls were tested and no
reportable material weakness in the design or operation was observed.

21. AUDITOR:

Statutory Auditors

As per the provisions of Section 139, 141 of the Companies Act, 2013 and rules made
thereunder (hereinafter referred to as "The Act"), the Company at Annual General
Meeting ('AGM") had approved the appointment of M/s. L M AGARWAL & CO.,
Chartered Accountants (FRN 000113C) as Statutory Auditor for a period of 5 years
commencing from the conclusion of Annual General Meeting for the Financial Year
2020-21 till the conclusion of the Annual General Meeting for the Financial Year 2025-26.

Further, M/s. L M AGARWAL & CO., Chartered Accountants (FRN 000113C) has
resigned from the Company resignation letter dated 16.07.2025. Therefore, the
Company has appointed M/s. Vinay I Aggarwal & Associates, Chartered Accountant
(FRN 019631N) as statutory auditor of the Company for the financial year 2024-25 and
they shall hold office until the conclusion of the ensuing Annual General Meeting.

Secretarial Auditors

During the year under review, the provision of Secretarial Auditor has not applicable to
the Company.

Cost Auditors

During the year under review, the provision of cost audit was not applicable to our

Company.

22. DIRECTOR'S RESPONSIBILITY STATEMENT:

The Directors would like to inform the Members that the Audited Accounts for the
financial year ended March 31, 2025, are in full conformity with the requirement of the
Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors,
M/s. Vinay I Aggarwal & Associates, Chartered Accountant (FRN 019631N). The
Directors further confirm that: -

a) In the preparation of the annual accounts for the year ended March 31, 2025 the
applicable accounting standards read with requirements set out under Schedule III to
the Act, have been followed and there are no material departures from the same.

b) 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 as at March 31, 2025 and of the
profit of the Company for tire year ended on that date.

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

d) The Directors have prepared the annual accounts on a 'going concern' basis.

e) The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act,
2013 pertaining to laying down internal financial controls is not applicable to the
Company.

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.

23. DEPOSITS:

The company has not accepted any deposits under Section 73 of the Companies Act,
2013 during the financial year under review.

24. CORPORATE SOCIAL RESPONSIBILITY:

During the year under review, the provision of the Corporate Social Responsibility
(CSR) had applicable on the Company. The Company had constituted a CSR Committee
to decide upon and implement the CSR Policy of the Company.

Details of CSR Committee:

The Brief Outline of CSR Policy and initiatives undertaken during the year has been
annexed as 'Annexure - C' to the Directors' Report

25. STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS:

During the year under review, the provision of Section 149(4) of the Companies Act,
2013 has not applicable to our Company. Further, after the closure of financial year
2024-25, our Company has appointed Mr. Umesh Kumar Purbey and Jeewan Chandra
as Non-Executive Independent Director in the Extra-Ordinary General Meeting of the
Company held on July 15, 2025. The Company has received necessary declarations from
all Independent Directors of the Company in accordance with the provisions of Section
149(7) of the Companies Act, 2013 confirming that they meet the criteria of
independence as prescribed under Section 149(6) of the Companies Act, 2013.

26. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY:

During the year under review, the provisions of section 177(9) of the Companies Act,
2013 read with Rule 7 of the Companies (Meeting of Board and it powers) Rules, 2014,
has not applicable to our Company.

27. PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL
PERSON:

During the year under review, the provision of Section 197(12) of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, has not applicable to our company.

28. CORPORATE GOVERNANCE:

The Company has adopted best corporate practices and is committed to conducting its
business in accordance with the applicable laws, rules and regulations. The Company's
Corporate Governance practices are driven by effective and strong Board oversight,
timely disclosures, transparent accounting policies and high level of Integrity in
decision making.

29. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, *
ITS COMMITTEES & INDIVIDUAL DIRECTORS:

The Board of Directors have evaluated the performance of all Directors and its
Committees. The Board deliberated on various evaluation attributes for all directors
and after due deliberations made an objective assessment and evaluated that all the
directors in the Board have adequate expertise drawn from diverse industries and
business and bring specific competencies relevant to the Company's business and
operations. The Board found that the performance of all the Directors was quite
satisfactory.

Tire Board also noted that the term of reference and composition of the Committees was
clearly defined. The Committee performed their duties diligently and contributed
effectively to the decisions of the Board.

The functioning of the Board and its committees were quite effective. The Board
evaluated its performance as a whole and was satisfied with its performance and
composition of Directors.

30. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE,2016:

During the year under review, the provision of Insolvency and Bankruptcy Code, 2016
has not applicable to our Company.

31. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE
AT THE ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTION ALONG
WITH REASON THEREOF:

The Company has not made any one-time settlement for loans taken from the Banks or
Financial Institutions, and hence the details of difference between amount of the
valuation done at the time of one-time settlement and the valuation done while taking
loan from the Banks or Financial Institutions along with the reasons thereof is not
applicable.

32. MATERNITY BENEFIT:

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.

33. ACKNOWLEDGMENT:

Your directors place on the record their appreciation of the Contribution made by
employees, consultants at all levels, who with their competence, diligence, solidarity,
co-operation and support have enabled the Company to achieve the desired results.

The board of Directors gratefully acknowledge the assistance and co-operation received
from the Central and State Governments Departments, Shareholders and Stakeholders.

For PAN HR Solution Limited

HR Solution Private Limited")

For PAN HR SOLUTION LTD

Director

Rajeev Kumar Rajni Kumar

Managing Director Whole-time Director

DIN: 07368623 DIN: 07368630

Date : September 17,2025
Place : Noida