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You can view full text of the latest Director's Report for the company.

BSE: 512591ISIN: INE183U01022INDUSTRY: Finance & Investments

BSE   ` 1.07   Open: 0.97   Today's Range 0.97
1.07
+0.05 (+ 4.67 %) Prev Close: 1.02 52 Week Range 1.02
19.84
Year End :2025-03 

Your Directors present herewith their 34th Annual Report of your Company comprising the Audited Financial
Statements for the year ended 31st March 2025.

FINANCIAL RESULTS (Rs. Lakhs)

Year ended on

Year ended on

31-03-2025

31-03-2024

Total Income

3117.04

1978.10

Gross Profit before Depreciation and Tax

176.57

249.88

Less: Depreciation

0.11

0.18

Profit / (Loss) before Tax

176.57

249.70

Less: Provision for Current Taxation

-

-

Less : Short and Excess Provisions for Earlier years

-

-

Less: Deferred Tax Asset

-

-

Profit/(Loss) after Taxation

176.57

179.98

Balance carried forward to Balance Sheet

176.57

179.98

OPERATIONS & STATE OF AFFAIRS OF THE COMPANY

During the current year of operation, your Company has registered revenue from operation of Rs. 3117.04/- Lakhs,
as compared to Rs. 1978.10/- Lakhs in the previous financial year. Your company has earned net profit of Rs.176.57/-
Lakhs as compared to net profit of Rs. 179.98/- Lakhs in the previous financial year.

CHANGE IN NATURE OF BUSINESS

During the financial year 2024-25, The Company has not changed its nature of business and had been continuing with
the same line of business.

SUB-DIVISION / SPLIT OF SHARES

In terms of Regulation 42 of SEBI Listing Regulations, the Company fixed Friday, April 19, 2024 as the Record Date for
the purpose of determining the eligibility of shareholders for sub-division/split of every 1 (one) equity share of Rs.10/-
each fully paid-up into 10 (ten) equity shares of Re.1/- each fully paid-up, as approved by the shareholders through
Postal Ballot on March 15, 2024.

SHIFTING OF REGISTERED OFFICE

The Registered Office of the Company was shifted from the State of Maharashtra to the State of Gujarat. The approval
of the Regional Director was received on April 29, 2024, and MCA approval was received on June 6, 2024.

BONUS ISSUE OF EQUITY SHARES

The Board of Directors approved a Bonus Issue in the ratio of 1:10 (i.e., 1 Equity Share for every 10 Equity Shares
held). Pursuant to the approval:
Record Date: September 28, 2024 and Bonus Allotment: 64,90,000 Equity Shares of
Re.1/- each were allotted.

Post Bonus Capital: Paid-up Equity Share Capital increased from Rs.6,49,00,000/- to Rs.7,13,90,000/-.
The Bonus Shares rank pari-passu in all respects with the existing equity shares.

DETAILS OF NEW SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your Company does not have any subsidiary, joint Venture or associate Company.

DIVIDEND AND TRANSFER TO RESERVES

During the year the company has transferred all the amount to general reserve and the board has not recommended
any dividend for the current year.

DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits within the meaning of
Section 73 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL
YEAR AND DATE OF REPORT

There is no occurrence of material change and commitment made between the end of the financial year and date of
this report which has affected the financial position of the company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The changes that had occurred in the composition of the Board of Directors and Key Managerial Personnel are as
follows:

Sr.

No.

Name of Director

Category

Appointment

Resignation

1

Mr. Pankaj Panchal

Executive

09/12/2023

30/09/2024

2

Mr. Nitin Mistry

Company Secretary

24/01/2024

29/04/2024

3

Ms. Komal Potekar

Company Secretary

07/06/2024

NA

No other Director or Key Managerial Personnel has been appointed, resigned or retired during the year.
DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declaration from the Independent Directors of the Company confirming that they meet
the criteria of independence as prescribed under the applicable provisions of section 149(6) of the Companies Act,
2013.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) and 134(3)(a) of the Act read with Rule 12 of Companies (Management and Administration)
Rules, 2014 as substituted by the Companies (Management and Administration amendment) Rules, 2021 a Draft copy
of the Annual Return is made available on the Website of the Company at
www.pulsarinternationallimited.wordpress.com.

MEETINGS

During the year, 08 (Eight) meetings of the Board of Directors of the Company were convened and held. The details
of date of meetings and the attendance of each director at the Board Meetings and Committees Meetings are
annexed herewith as
"Annexure I". The intervening gap between the Board meetings was within the period
prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their
knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed and
that there were no material departure

ii. 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 at the end of the financial year and of the profit of the Company for the
period;

iii. 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;

iv. the directors have prepared the annual accounts on a going concern basis;

v. the directors have laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively;

vi. the directors have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 pertaining to Corporate Social Responsibility is not applicable to the Company for the
financial year ended 2024-25.

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in accordance with Section 177(2) of the Companies Act, 2013.
The Composition of the Audit Committee as on 31.03.2025 is as follows:

Name of the Director

Status

Ms. Payal Sadhu

Chairperson

Mr. Devendrasinh Dalpatsinh Umat

Member

Mr. Jayesh Patel

Member

During the period under review the changes are carry out in compliance with the provision of Section 177 of the
companies act 2013 and Rules made thereunder.

NOMINATION & REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company is constituted in accordance with Section 178 of the
Companies Act, 2013. The Composition of the Committee as on 31.03.2025 is as follows:

Name of the Director

Status

Mr. Jayesh Patel

Chairperson

Mr. Devendrasinh Dalpatsinh Umat

Member

Ms. Payal Sadhu

Member

During the period under review the changes are carry out in compliance with the provision of Section 178 of the £

companies act 2013 and Rules made thereunder. < ’

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for <;

selection and appointment of Directors, Senior Management and their remuneration. The Nomination and £

Remuneration Policy is annexed herewith as "Annexure-N".

STAKEHOLDERS RELATIONSHIP COMMITTEE T

The Stakeholders Relationship Committee of the Company is constituted in accordance with Section 178 of the £

Companies Act, 2013. The Composition of the Committee as on 31.03.2025 is as follows: < ’

Name of the Director

Status

Mr. Devendrasinh Dalpatsinh Umat

Chairperson

Ms. Payal Sadhu

Member

Mr. Jayesh Patel

Member

During the period under review the changes are carry out in compliance with the provision of Section 178 of the <

companies act 2013 and Rules made thereunder. ^

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS t

During the year, the company has given loans to the corporate incompliance of Section 186 of the Company's Act <

2013. Further note that the company did not give any guarantee, nor any security nor made any investments within i

the meaning of Section 186 of the Companies Act, 2013. <;

RELATED PARTY CONTRACTS <

During the financial year, your Company entered into related party transactions which were on arm's length basis <¬
and in ordinary course of business. There are no material transactions with any related party as referred in sub-section <

(1) of section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, '

2014. Your Directors draw attention to Note no. 08 of Notes forming part of financial statement which sets out related <

party disclosure. ;

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information relating to energy conservation, technology absorption and research & development pursuant to <

Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as <¬
follows: <

A. Conservation of Energy: '

i.Steps taken or impact on conservation of energy: Since the Company is not carrying out any <

manufacturing activities, it is not energy intensive. Adequate measures have been taken to conserve the ;

energy utilized. ^

ii. Steps taken by the Company for utilizing alternate sources of energy: The Company has not utilized any
alternate source of energy during the year.

iii. Capital investment on energy conservation equipment's: Nil

B. Technology absorption:

i. Efforts made towards technology absorption: Nil

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

iii. Imported technology (imported during the last three years reckoned from the beginning of the financial
year):

a) Details of technology imported - No technology was imported.

b) Year of import - Not Applicable

c) Whether the technology been fully absorbed- Not Applicable

d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof - Not
Applicable

iv. Expenditure incurred on Research and Development - Not Applicable

C. Foreign Exchange earnings and outgo:

During the year 2024-25, there have been no foreign exchange earnings or outgo.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating
effectively.

RISK MANAGEMENT

The Company has adequate systems to identify major risks which may threaten the existence of the Company. The
same is subject to review from time to time. Mitigation measures for the identified risks are taken based on the type
of risks.

DETAILS OF APPLICATION MADE OR PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no applications made or proceedings pending in the name of the Company
under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE
AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time Settlement of loans taken from Banks and Financial
Institutions.

FORMAL ANNUAL EVALUATION

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and
other individual Directors which include criteria for performance evaluation of the non-executive directors and
executive directors.

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other
individual Directors, a process of evaluation was followed by the Board for its own performance and that of its
committees and individual Directors.

Independent Director evaluated the performance of non-independent directors, performance of the Board as a whole
and performance of the Chairman, taking into account the views of executive directors and non-executive directors.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern
status of the Company and its future operations.

INTERNAL FINANCIAL CONTROL

Your Company has Internal Control system to ensure an effective internal control environment that provides
assurance on the efficiency of conducting business, including adherence to the Company's policies, the safe guarding
of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records
and the timely preparation of reliable financial disclosures.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND
REDRESSAL) ACT, 2013.

Your Directors state that during the year under review, there were no cases reported pursuant to the Sexual
Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act, 2013 as amended.

ESTABLISHMENT OF VIGIL MECHANISM

The Company has a Vigil Mechanism to deal with the instances of fraud and mismanagement, if any. The Vigil
Mechanism Policy had been recommended by the Audit Committee and thereafter approved and adopted by the
Board of Directors of the Company.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details are
appended as
'Annexure - III' to the Directors' Report.

None of the employees of the Company employed throughout the year were in receipt of remuneration in excess of
the limits set out in Rule 5(2) of the said rules.

AUDITORS
Statutory Auditor

At the 29th Annual General Meeting held on 14th August, 2020 M/s. H.G. Sarvaiya & Co., Chartered Accountants,
Mumbai (Firm Regn.No.0115705W), were appointed as the Statutory Auditors of the Company to hold office for five
consecutive years from the conclusion of 29th Annual General Meeting till the conclusion of 34th Annual General
Meeting.

Statutory Auditor's Report

M/s. H.G. Sarvaiya & Co., Chartered Accountants, Mumbai (Firm Regn.No.0115705W), Statutory Auditors of the
Company have given their report on the Financial Statements of the Company is part of the Annual Report. There has
been no qualification, reservation, adverse remarks or disclaimer given by the Auditors in their Report.

Secretarial Auditor

M/s. Ankurkumar Dineshchandra Gandhi & Associates, Practising Company Secretaries, were appointed as Secretarial
Auditor of your Company to conduct a Secretarial Audit of records and documents of the Company for the financial
year ended 31st March, 2025. The Secretarial Audit Report for the financial year ended 31st March, 2025 is annexed
herewith as
"Annexure IV".

Secretarial Auditor's Report

Remarks or Qualifications by Secretarial Auditors and comments from the Board.

1. The Newspaper Publication with respect to financial results for the Quarter ended 31.03.2024, 30.06.2024
30.09.2024 and 30.12.2024 are not published as required under Regulation 47 (1) (b) of SEBI (LODR)
Regulations, 2015;

Management Reply: The delay in publishing newspaper advertisements for the financial results of the
quarters ended 31.03.2024, 30.06.2024, 30.09.2024, and 31.12.2024 was due to logistical and coordination
issues with our publishing partners. However, the financial results were submitted to the Stock Exchanges
within the prescribed timelines and were also made available on the Company's website and the Stock
Exchange portals. We are taking necessary steps to ensure timely compliance in the future.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Regulation 34(2) of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in
'Annexure -V' and forms
a part of the Annual Report.

REPORTING OF FRAUD BY THE AUDITOR UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013

The Board of Directors state that M/s. H. G. Sarvaiya & Co., Chartered Accountants Statutory Auditors have not
reported of any fraud involving any amount committed by the Company to the Central Government, Audit Committee
or to the Board of Directors of the Company.

ACKNOWLEDGEMENT f

The Directors wish to place on record their appreciation of the continued support and cooperation received from i>

various customers, banks, employees and other stakeholders of the company. S

For and on behalf of the Board of Directors,

Sd/- |

Vikas Gohil >

Chairman and Director 5>

DIN:09578828 >

Place: Ahmedabad

Date: 28/08/2025 |