Your Directors are pleased to present the 41^st Annual Report on the business and
operations of the Company together with the Audited Financial Statement for the year
ended 31^st March, 2025.

CORPORATE OVERVIEW

Pan India Corporation Limited is engaged in the business to invest in, buy, sell, transfer,
hypothecate, deal in and dispose of any shares, stocks, debentures (whether perpetual or
redeemable debentures), debenture stock, securities, including securities of any
government, Local Authority, bonds and certificates and properties (whether Immovable
or movable).

FINANCIAL PERFORMANCE

STATE OF COMPANY’S AFFAIRS

During the year, company has incurred a loss of Rupees 394.14 Lakhs (Rupees Three
Crores Ninety Four Lakhs Fourteen thousand three hundred Only).

Standalone income is Rs. 0.13 Lakhs (Rs. Thirteen Thousand Only) for the Year ended
March 31, 2025 compared to Rs. 1 Lakhs (Rs. One Lakh Only) in the previous financial
year. Standalone Loss after Tax including Comprehensive Income for the Year ended
March 31, 2025 is Rs. 394.14 Lakhs (Rupees Three Crores Ninety Four Lakhs Fourteen
thousand three hundred Only) compared to Rs. 8.05 Lakhs ( Rs. Eight Lakh Five
Thousand Four Hundred Nineteen Only) during the previous financial year. Your
directors expect that with the continuous efforts there will be improvement in overall
performance in the coming years.

MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF CLOSE OF
FINANCIAL YEAR 2024-25

There are no material changes and commitment affecting the financial position of
company after the closure of financial year 2024-2025 till the date of report.

DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE
COMPANIES AND HIGHLIGHTS OF THEIR PERFORMANCE AND THEIR
CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

There is no Subsidiary, Associate or joint venture of the company.

Further no other company, have become or ceased to be the subsidiary and joint venture
of the company during the year except stated above.

DIVIDEND AND RESERVES

During the year under review, your Company does not recommend any dividend in the
absence of profits. And also, your company has not made any transfer to Reserves during
the financial year 2024-2025.

Details of Loans, Guarantees and Investments, if any, which are covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements as on 31.03.2025 and forms a part of annual report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has an effective internal control and risk mitigation system, which are
constantly assessed and strengthened with new/revised standard operating procedures.

The internal audit is entrusted to M/s R. Mahajan & Associates, a firm of Chartered
Accountants. The main thrust of internal audit is to test and review controls, appraisal of
risks and business practices.

The Audit Committee of the Board of Directors actively reviews the adequacy and
effectiveness of internal control systems and suggests improvements to strengthen the
same. The Board of Directors has framed a policy which ensures the orderly and efficient
conduct of its business, safeguarding of its assets, to provide greater assurance regarding
prevention and detection of frauds and accuracy and completeness of the accounting
records of the company.

During the year no reportable weakness in the operations and accounting were observed
and your company has adequate internal financial control with reference to its financial
statements.

RELATED PARTY TRANSACTIONS

All the contracts/arrangements/transactions entered by the company with related party
for the year under review were in the ordinary course of business and on Arm’s Length
basis. Detail of related party transactions have been disclosed in notes to the financial
statements.

Further, your company has not entered into any material contracts or arrangements with
related parties at arm’s length basis. Accordingly, the disclosure of related party
transactions as required under Section 134(3) (h) of the Companies Act, 2013 read with
rules made there under, in Form AOC-2 is not applicable.

The policy on Related Party Transactions as approved by the Board of Directors has been
uploaded on the website of the Company

(http://www.panindiacorp.com/RelatedPartyPolicv-v1.2.pdf).

RISK MANAGEMENT

The risk management framework defines the risk management approach of the Company
and includes periodic review of such risks and also documentation, mitigating controls
and reporting mechanism of all risks.

In this regard the board has formulated a Risk Management policy, which defines the risk
assessment and minimization procedures. As per view of board, apart from liability
which may arise for payment of statutory dues to government of India regarding
increase in authorized capital, there is no other risk in operation of company, which may
impact the existence of company.

AUDITORS AND AUDITOR’S REPORT
STATUTORY AUDITORS

M/s. R. C. Chadda & Co. LLP Chartered Accountants was Re-appointed as Statutory
Auditor of the Company in the 40^th Annual General Meeting of the Company held on
22^nd September, 2024, for the term of 5 years, to hold the office of Statutory Auditor till
the 45^th Annual General Meeting.

The auditor report and notes on accounts referred to in the Auditors Report is self¬
explanatory and there are no adverse remarks or qualification in the Report except as
stated below and general remarks are in the nature of facts. M/s R. C. Chadda & Co. LLP,
Chartered Accountants who were Statutory Auditors of the Company have given their
remarks which are as follows:

Auditor remarks for financial statement ending 31.03.2025:

The Company is regular in depositing undisputed statutory dues including provident
fund, employees’ state insurance, income tax, sales tax, service tax, duty of customs, duty
of excise, value added tax, cess and any other statutory dues applicable to it with
appropriate authorities.

However, according to the information and explanations given by the management of
the company, below mentioned Income Tax Liability is outstanding as at 31^st March,
2025 for a period of more than six months from the date they became payable:

Further, the company has also not deposited the following ROC Fees on account of
disputes.

Our reply to auditor remarks:

1. In respect of outstanding Income tax Demands: -

These demands have been uploaded by the Income tax Department on Income Tax
portal. We are looking into the demands for these years and for against these demands
either rectification application will be filed or appeal will be filed.

2. In respect of ROC fees: -

Your Board has acknowledged that the statutory fees is required to be paid to Registrar
of companies (ROC), Ministry of Corporate Affairs for increase in authorized share
capital of the company in past. However, the amount to be paid to ROC is yet to be
ascertained due to changes in law from time to time. ROC has already filed prosecution
before Court for non-compliance o f Section 97 of the Companies Act 1956 and
company has also filed reply before the court stating its intent to pay fees on increase in
authorized capital, such matter is now sub-judice before the court and company is
awaiting the directions of court regarding ascertainment of fees to be paid to ROC,
Delhi.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the
Companies Act, 2013 (“the Act”), read with Rule 9 of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014, (including any statutory
modification(s) or re-enactment(s) thereof, for the time being in force), and Regulation
24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended & Based on the recommendation of the
Board in its meeting held on May 05, 2025, Pritika Nagi & Associates., Company
Secretaries, is proposed to be appointed as Secretarial Auditors of the Company to hold
office for a term of five consecutive years commencing from financial year 2025-26 till
financial year 2029-30 subject to the approval of shareholders as per the Listing
Regulations read with Section 204 of the Act and Rules thereunder.

The Secretarial Auditors’ Report for Financial Year 2024-25 does not contain any
qualification, reservation, or adverse remark. The Secretarial Auditors’ Report is enclosed
as Annexure A to the Board’s report, which forms part of this Integrated Annual Report.

FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE
TO THE CENTRAL GOVERNMENT

There are no such frauds reported by auditors, which are committed against the
company by officers or employees of the company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

• Retirement by Rotation

During the year under review, shareholders have approved the re-appointment of
Mr. Omprakash Ramashnakr Pathak, who was liable to retire by rotation at the last
Annual General Meeting.

In accordance with the provisions of Section 152 of The Companies Act, 2013 Mr.
Vijay Pal Shukla, Managing Director of the Company, is liable to retire by rotation at
the ensuing Annual General Meeting and being eligible, has offered himself for re¬
appointment.

• Appointment / Re-appointment and Cessation of Directors & KMP

During the Year, Mr. Harish Kumar Chauhan & Mrs. Preeti Sharma ceased to be
Independent Directors of the Company w.e.f. as their term as Independent Directors
has been completed & they has resigned from the post of Directors w.e.f 12th August,
2024.

Further the Shareholders approved the appointment of Ms. Rajni & Mrs. Rolita Gupta
as Independent Directors (not liable to retire by rotation) for a term of five
consecutive years in the Annual General Meeting held on 22^nd September, 2024.

• After the closure of Financial Year 2024-25 -

• Mr. Omprakash Ramashankar Pathak ceased to be a Director of the Company
w.e.f. as he resigned from the post of Director w.e.f 05^th May, 2025.

The Board placed on record its appreciation for the valuable contribution and
guidance by Mr. Omprakash Ramashankar Pathak during his tenure as a Director
of the Company.

• The Board appointed Mr. Pawan Sharma as an additional Director, liable to
retire by rotation, w.e.f, 05th May, 2025, who holds his office up to the date of
the ensuing Annual General Meeting of the Company. Therefore, the resolution
for confirmation of appointment of Mr. Pawan Sharma (DIN: 10774235) as a
Director and Chairman of the Company is placed before the members for
approval in the 41^st Annual General Meeting of the Company.

The Company has received declarations from the Director confirming that he
meet the criteria as prescribed under the Act and Listing Regulations. Further, in
the opinion of the Board and based on declaration provided by the Director, he
fulfill the conditions specified in the Act and Rules made there under, read with
the applicable regulations of Listing Regulations, for his appointment as Director
of the Company.

Further, there is no change in the composition of the Board of Directors of the
Company and no directors and Key Managerial Personnel have been appointed/re-
appointed or resign from the company.

EXTRACT OF ANNUAL RETURN

The details of the extract of the Annual Return, as required under Section 92 of
Companies Act, 2013 are available on Company’s Website www.panindiacorp.com.

NUMBER OF MEETINGS OF THE BOARD

The Board duly met at regular intervals to discuss and decide on business
strategies/policies and review the financial performance of the Company. The notice
along with Agenda and notes on agenda of each Board Meeting was given in writing to
each Director.

During the Financial Year 2024-2025, the Board met Five (5) times. The meetings were held on
29/05/2024, 12/08/2024, 23/08/2024, 06/11/2024 and 07/02/2025. The interval between
two meetings was well within the maximum period mentioned under Section 173 of
Companies Act, 2013 and Regulation 17(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. For further details, please refer report on Corporate
Governance, an integral part of this Annual Report.

AUDIT COMMITTEE

The Audit Committee of the board as on 31^st March, 2025 comprises of three members
with independent directors forming a majority, namely, Ms. Rajni, Non-Executive
Independent Director is the Chairman of the Committee and Mr. Pawan Sharma, Non¬
Executive - Non Independent and Mrs. Rolita Gupta, Non-Executive Independent
Director are members of the committee.

During the Year, Mr. Harish Kumar Chauhan & Mrs. Preeti Sharma ceased to be the part
of Audit Committee w.e.f, 12th August 2024 as their term as Independent Directors has
been completed. Therefore to fill the vacancy so caused Ms. Rajni & Mrs. Rolita Gupta
are appointed as the members of the Committee.

After the Closure of Financial Year 2024-25, Mr. Omprakash Ramashankar Pathak ceased
to be the part of Audit Committee w.e.f, 05^th May 2025 since he resigned from the post
of Non-Executive Director of the Company. Therefore to fill the vacancy so caused Mr.
Pawan Sharma is appointed as the member of the Committee. All the recommendations
made by the Audit Committee were accepted by the board.

Further, the Roles and Responsibility and other related matters of Audit Committee
forms an integral part of Corporate Governance Report as part of annual report.

POLICIES & DISCLOSURES

The Vigil Mechanism/Whistle blower Policy of the company provides that protected
disclosures can be made by a whistle blower through an email to the Chairman of the
audit committee. The Whistle Blower Policy can be accessed on the Company’s Website
at the link: http://www.panindiacorp.com/WhistleBlowerPolicy.pdf.

REMUNERATION AND NOMINATION POLICY

The nomination and remuneration committee has recommended to the Board:

a) A policy which lays down a framework in relation to remuneration of Directors,
Key Managerial Personnel and Senior Management of the Company. The details
of this policy are attached as Annexure B in this report and

b) Further, Policy for selection criteria of Directors and Senior Management and
Criteria for determining qualifications, positive attributes and director
independence is also attached as Annexure C to this Report.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 and rules made there under, every
company having net worth of Rupees five hundred crores or more, or turnover of rupees
one thousand crores or more or a net profit of rupees five crores or more during the
immediately preceding financial year shall constitute a Corporate Social Responsibility
Committee of the Board. However, it is not applicable in case of your Company. Hence
there is no need to form Corporate Social Responsibility Committee and Corporate
Social Responsibility Policy for the company as per the requirement of the Companies
Act, 2013.

SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 mandates that
the Board shall monitor and review the Board evaluation framework. The Companies
Act, 2013 states that a formal annual evaluation needs to be made by the Board of its
own performance and that of its committees and individual directors. Schedule IV of the
Companies Act, 2013, states that 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 and that of its committee
was conducted based on the criteria and framework adopted by the Board. Board has
engaged Nomination and Remuneration Committee for carrying out the evaluation and
their finding were shared with the board that had discussed and analyze its performance
during the year. The Board approved the evaluation results as collated by the
nomination and remuneration committee.

The exclusive meeting of Independent Directors was held to evaluate the performance of
the Board, non-Independent Directors & the Chairman.

The performance evaluation of committee’s and board as a whole was done on the basis
of questionnaire which was circulated among the board members and committee
members and on receiving the inputs from them, their performance was assessed.

Lastly, performance evaluation of individual directors was done on the basis of self¬
evaluation forms which were circulated among the directors and on receiving the duly
filled forms, their performance was assessed.

FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS

The details of programmes for familiarization of Independent Directors with the
company, their roles and responsibilities in the company, business model of the company
and other related matter are put on the website of the Company at the
link: http://www.panindiacorp.com/familirisation_policy.pdf

To familiarize the new inductees as independent director with the strategy, operations
and functions of our Company, the executive directors make presentations to the
inductee’s about the Company’s organization structure, finance, human resources,
facilities and risk management.

Further, at the time of appointment of an independent director, the Company issues a
formal letter of appointment outlining his/her role, function, duties and responsibilities as
a director. The Formal format of the letter of appointment is available on our website
(http://www.panindiacorp.com/docs.html).

CORPORATE GOVERNANCE

Your Company has implemented all the stipulations of the Corporate Governance
Practices set out by the Securities and Exchange Board of India and as provided in SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section
on Report of Corporate Governance forms an integral part of the Annual Report.

The requisite certificate from the Company Secretary in Practice regarding compliance of
conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is attached as Annexure D of the Director’s
Report.

MANAGEMENTS’ DISCUSSION AND ANALYSIS REPORT

Managements’ Discussion and Analysis Report for the year under review, as stipulated
under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
presented in a separate section forming Annexure E of the Director’s Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, there is no employee in the company, which draws the
remuneration in excess of the limits set out in the said rules. Further, the details of top 10
employees in terms of Remuneration Drawn as per provisions of Section 197(12) of the
Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Disclosures pertaining to remuneration and other
details of directors & KMP as required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are enclosed as Annexure F.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND RESEARCH &
DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars relating to energy conservation, technology absorption, foreign exchange
earnings and outgo, as required to be disclosed under Section 134 (3) (m) of the
Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014
are given hereunder:

CONSERVATION OF ENERGY

i. ) Steps taken or impact on conservation of energy: Energy conservation efforts

are ongoing activities. During the year under review further efforts were made
to ensure optimum utilization of electricity.

ii. ) Steps taken by the company for utilizing alternate sources of energy: Nil, as

your company does not carry any manufacturing activities

iii. ) The Capital investment on energy conservation equipments: Nil

TECHNOLOGY ABSORPTION, ADAPTION & INNOVATION AND RESEARCH &
DEVELOPMENT

No research & development or technical absorption or adaption & innovation taken
place in the company during the Financial Year 2024-25, the details as per rule 8(3) of
the companies (Accounts) Rules 2014 are as follows:

i) Efforts made towards technology absorption: - Nil

ii) Benefits derived like product improvement, cost reduction, product development or
import substitution: Nil

iii) In case of imported technology (imported during the last 3 years reckoned from the
beginning of the financial year)-

a) Details of technology imported: Nil

b) Year of Import: Nil

c) Whether the technology been fully absorbed: Nil

d) Areas where absorption has not taken place and the reasons there of: Nil

iv) Expenditure incurred on Research and Development: Nil
FOREIGN EXCHANGE EARNINGS AND OUTGO

As your Company does not deal in Foreign Exchange, therefore the particulars relating to
Foreign Exchange Earnings and Outgo are not applicable to your Company.

Foreign Exchange Earnings: Nil
Foreign Exchange Outgo: Nil

DIRECTOR’S RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and
explanations obtained by them, your Directors confirmed the following statement in
terms of Section 134(3) (c) of the Companies Act, 2013:

1) That in preparation of Annual Accounts for the year ended March 31^st, 2025; the
applicable accounting standards have been followed and there are no material
departures from the same;

2) 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 & fair view of the state of affairs of the Company as at March 31^st, 2025
and of the Profit and Loss of the Company for the year ended on that date;

3) That the Directors have taken proper & sufficient care for the 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;

4) The directors have prepared the annual accounts on a going concern basis;

5) That the directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were
operating effectively;

6) That 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.

LISTING OF SECURITIES

The Company’s Equity Shares are listed on following stock exchanges:
i. The Bombay Stock Exchange Limited
GENERAL

Your Director states that no disclosure or reporting is required in respect of the following
items as there were no transactions on these items during the year under review: -

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of the equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to directors or employees of the
Company.

d) Issue of Employee Stock Option Scheme to employees of the company.

e) As there are no subsidiary and none holding company of your company, and
Managing Director of the company does not receive any remuneration or commission
from those companies.

f) No significant or material orders were passed by the regulators or courts or tribunals,
which impact the going concern status and Company’s operations in future.

g) Purchase of or subscription for shares in the company by the employees of the
company.

Your Directors further state that: -

a) The Company has zero tolerance for sexual harassment and during the year under
review, there were no complaint received and no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

b) And there is no change in the nature of business of company during the year.

c) During the year under review, there were no applications made or any
proceeding pending in the name of the company under the Insolvency and
Bankruptcy Code, 2016

d) During the year under review there has been no one time settlement of loans
taken from the Banks or Financial Institutions.

INDUSTRIAL AND HUMAN RELATIONS

Since the Company is not into any kind of manufacturing activity, there is no matter to
discuss about industrial relations and the Company is maintaining cordial relations with
its staff members.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their appreciation for the
shareholders, bankers and other business associates for their forbearance, understanding
and support to the Company. They also wish to place on record their great appreciation
of the commitment, sense of involvement and dedication exhibited by each staff member
in the overall development, growth and prosperity of the company.

Date: 04-07-2025 By Order of the Board of Directors

Place: New Delhi For Pan India Corporation Limited

Sd/- Sd/-

Vijay Pal Shukla Pawan Sharma

(Managing Director) (Director)

DIN - 01379220 DIN - 10774235