Your Directors have pleasure in presenting the Twenty Fifth Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended March 31,2021.

1. FINANCIAL HIGHLIGHTS

Your Company's Financial Performance for the year under review is summarized below

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, your 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 2020-21 and period subsequent there to have been given hereunder:

• The total revenue of the Company during the financial year 2020-21 was 28,19,31,174.98 against the total revenue of35,43,98,364.93 in the previous financial year 2019-20.

• The total expense of the Company during the financial year 2020-21 was 23,70,02,011.26 against the expense of31,66,38,493.78 in the previous financial year 2019-20.

• The Profit after tax is 3,72,84,928.81 for the financial year 2020-21 as compare to 2,75,41,597.09 in the previous financial year 2019-20.

• The Directors trust that the shareholders will find the performance of the company for financial year 2020-21 to be satisfactory. The Earning per Share (EPS) of the company is 1.55 per share.

5. SHARE CAPITALAND CHANGES

During F.Y. 2020-21, 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 Auditors

M/s. Agrawal Subodh & Co, was re-appointed as a Statutory Auditor of the Company to conduct Statutory Audit for the financial year 2020-21 as required under Section 139 of the Companies Act, 2013 and Rules there under.

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.

b) Secretarial auditor:

Mr. Prakash Shaw, Practicing Company Secretary, Kolkata was appointed as a Secretarial Auditor of the Company to conduct Secretarial Audit for the financial year 2020-21 as required under Section 204 of the Companies Act, 2013 and Rules there under.

The Secretarial Audit Report for the financial year ended March 31, 2021 is annexed herewith marked as Annexure “B” to this Report.

Secretarial Auditor’s Report:

The Secretarial Audit Report for the financial year ended 31st March, 2021 is selfexplanatory and does not call for any further comments.

There is no qualification, reservations or adverse remarks made by the Auditors.

c) Internal Auditor:

As per Section 138 of Companies Act 2013, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors.

The Board of directors are pleased to confirm the appointment of M/s. S. Bhalotia & Associates, (Chartered Accountants) as Internal Auditors ofthe company.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

During the year there were no changes in Directors & Key Managerial Personnel.

9. VIGIL MECHANISM/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. 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.

11. 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”.

12. 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.

13. MEETING OF THE BOARD OF DIRECTORS:

Composition

Your company has an optimum combination of Executive and Non-Executive Directors with 60% of the Board of Directors comprising of Non-Executive Directors.

• 2 Promoter, Executive Directors

• 3 Independent, Non-Executive Directors

• 2 Non-Executive Directors

The Board of Directors of the Company met Six times during the year on in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

No Director is related to any other Director, except Mr. Mahesh Agarwal, and Mr. Ankit Agarwal are relatives.

14. COMMITTEES AND THEIR MEETINGSA. Audit Committee Composition

The Audit Committee of the Company comprises of two Independent, Non-Executive Directors and one Executive Director. All the members of the committee possess knowledge of Corporate Finance, Accounts, Audit and Company Law. The Chairman of the Committee is an Independent, Non-Executive Director nominated by the Board. The Company Secretary acts as the Secretary to the Committee.

Brief description of the Terms of Reference

Audit Committee of the Company, inter-alia, provides guidance to the Board on the adequacy of the internal control and financial disclosures. They also provide guidance to liaise with the Internal Auditors as well as the Statutory Auditors of the Company. Terms of reference of the Audit Committee include:

1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommending to the Board, the appointment, re-appointment and if required, the replacement or removal of the Statutory Auditors and the fixation of audit fees;

3. Approval of payment of Statutory Auditors for any other services rendered by the statutory auditors;

4. Reviewing with the management the quarterly, half-yearly, nine-months, and annual financial statements, standalone as well as consolidated, before submission to the Board for approval;

5. Reviewing the Management Discussion and Analysis Report of the financial condition and results of operations;

6. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

• Matters required to be included in the Director's Responsibility Statement to be included in the Board's report as per Section 134(3)(c) of the Companies Act, 2013.

• Changes, if any, in accounting policies and practices and reasons for the same

• Major accounting entries involving estimates based on the exercise of judgment by management.

• Significant adjustments made in the financial statements arising out of audit findings.

• Compliance with listing and other legal requirements relating to financial statements.

• Disclosure of any related party transactions.

• Qualifications in the draft audit report.

7. Review the financial statements of unlisted subsidiary companies (including j oint ventures) and investments made by the unlisted subsidiary companies (including j oint ventures).

8. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

9. Reviewing and monitoring the auditor's independence and performance, and effectiveness ofaudit process;

10. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

11. Approval or any subsequent modification of transactions of the company with related parties;

12. Reviewing and Scrutinizing of inter-corporate loans and investments;

13. Evaluating the internal financial controls and risk management systems of the Company;

14. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Reviewing the adequacy of internal audit function, if any, including the structure of the

internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

17. Discussion with internal auditors of any significant findings and follow up there on;

18. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors, if any;

19. Review and approve policy on materiality of related party transactions and also dealing with related party transactions:

20. Review of the Whistle Blower mechanism of the Company as per the Whistle Blower Policy. Overseeing the functioning of the same;

21. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. ofthe candidate;

22. Any other matter referred to by the Board of Directors.

Meetings & Attendance

During the financial year ended March 31, 2021, six Audit Committee Meetings were held on

11.07.2020, 18.09.2020, 02.11.2020, 14.11.2020, 21.01.2021, 30.03.2021. The attendance at the

Committee Meetings is as under:

B. Nomination and Remuneration Committee

Composition

The Nomination and Remuneration Committee currently comprises of three Non-Executive

Independent Directors i.e. Mr. Manoj Agarwal (Chairman), Mr. Debasish Bal (Member) and

Mrs. Garima Agarwal (Member).

Brief description of terms of reference

i) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration ofthe directors, key managerial personnel and other employees;

ii) Formulation of criteria for evaluation of Independent Directors and the Board;

iii) Devising a policy on Board diversity;

iv) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

Meetings & Attendance

During the year under review, Nomination and Remuneration Committee Meetings were held on 11.07.2020 and 14.11.2020. The attendance at the Committee Meetings is as under :

C. Stakeholders' Relationship Committee Composition

Stakeholders' Relationship Committee comprises of three Non-Executives, Independent Directors i.e. Mr. Manoj Agarwal (Chairman), Mr. Debasish Bal (Member) and Mrs. Garima Agarwal (Member).

Brief Description of Terms of Reference

The Stakeholders' Relationship Committee, inter-alia, approves transfer/transmission of shares, issues of duplicate share certificates, and reviews all matters connected with transfer of securities of the Company.

Meetings & Attendance

During the year under review, Stakeholders' Relationship Committee Meetings were held on 11.07.2020 and 14.11.20209. The attendance at the Committee Meetings is as under:

D. Corporate Social Responsibility Committee

Composition

Corporate Social Responsibility Committee comprises of two Executives, Directors and one

Independent Director i.e. Mr. Mahesh Agarwal (Chairman), Mr. Ankit Agarwal (Member) and

Mr. Manoj Agarwal (Member).

Brief Description of Terms of Reference

• formulating and recommending to the Board the CSR Policy and activities to be undertaken by the Company;

• recommending the amount of expenditure to be incurred on CSR activities of the Company;

• reviewing the performance of Company in the area of CSR;

• providing external and independent oversight and guidance on the environmental and social impact of how the Company conducts its business;

• monitoring CSR Policy of the Company from time to time;

• monitoring the implementation of the CSR projects or programs or activities undertaken by the Company.

15. 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 “D”.

16. 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.

17. CORPORATE SOCIAL RESPONSIBILITY

Your Board has constituted a Corporate Social Responsibility (CSR) Committee of the Board under the Chairmanship of an Executive Director. Your Company has a CSR policy in place which aims to ensure that your Company continues to operate its business in an economically, 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.

18. MEETING OF INDEPEENDENT DIRECTORS

During the year under review, Independent Director Meeting was held on 11.07.2020

19. RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your 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.

20. 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”.

21. MIGRATION FROM NSE SME PLATFORM TO NSE MAIN BOARD

The Board of Directors of the Company at its meeting held on July 30, 2021 considered and approved Migration of Equity shares of the Company from SME Platform of NSE (NSE EMERGE) to Main Board of National Stock Exchange of India Limited in terms of Chapter IX of SEBI (ICDR) Regulations, 2018 subject to necessary approvals.

22. 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.

23. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is annexed herewith and marked as Annexure “F”.

24. 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.

25. 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.

26. DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year 20202021 in terms of Chapter V of the Companies Act 2013.

27. PARTICULARS OF EMPLOYEES

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

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

The Company does not have any Subsidiary or Associate Company but the Company has invested in Papillion Developers LLP and in Unipon Purti Developers LLP as Partner at 50% and Vara Housing Developers LLP as Partner at 33.33% sharing ratio of profits and losses to be treated as Joint Ventures.

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 “G” in the prescribed Form AOC-1.

29. 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

29. 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.

30. 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. Your 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.

For and on behalf of the Board

Registered Office:

14, N.S. Road, 4th Floor

Kolkata-700 001 Mahesh Agarwal Ankit Agarwal

Managing Director Whole Time Director

Dated: 3^rd September 2021 (DIN: 00480731) (DIN: 02804577)