Directors Report of Pearl Green Clubs and Resorts Ltd.

Mar 31, 2025

The Directors present this Annual Report of Pearl Green Clubs and Resorts Limited (the Company) along with
the audited financial statements for the financial year ended March 31, 2025.

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s)
or re-enactment(s) thereof, for time being in force) ("Act") and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this report covers
the financial results and other developments during the financial year ended on 31st March, 2025, in respect
of Pearl Green Clubs and Resorts Limited.

1. FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS:

1.1 The financial performance of the Company for the financial year ended 31st March, 2025 is summarized

Particulars	Year Ended	Year Ended
	On 31.03.2025	On 31.03.2024
Revenue from operations	841.72	779.25
Other Income	3.37	27.19
Total Revenue	845.09	806.44
Operating and Administrative expenses	860.71	797.21
Operating Profit before finance costs, Depreciation and Tax	(15.62)	9.23
Less: Depreciation and Amortization expenses	1.15	1.23
Profit before finance costs, exceptional items, tax and Deff tax adjustable in/(recoverable from) future tariff	(16.77)	8.00
Less: Finance Costs	0.05	0.24
Less: Exceptional Item	0.00	0.00
Profit/Loss Before Tax (PBT)	(16.82)	7.76
Provision for Tax (Including Deferred Tax)	1.05	3.71
Profit/Loss after Tax	(17.86)	4.06
Other Comprehensive Income	0.00	0.00
Total Comprehensive Income for the year	0.00	0.00
Profit/Loss available for appropriation	(17.86)	4.06
Other Equity opening balance	39.93	59.55
Add: Profit/Loss for the year	(17.86)	4.06
Add: Securities premium	2156.85	1615.05
Add/(Less) Other Comprehensive Income /(Loss)	0.00	0.00
Dividend paid/ to be paid on equity shares	0.00	-23.68
Other Equity closing balance	2178.92	1654.98

PERFORMANCE HIGHLIGHTS:

A. REVENUE: During the year under Review Company has total revenue of Rs. 841.72 lakhs as against the
previous year turnover of Rs. 779.25 lakhs which shows decrease of 8.02% in comparison with the previous
year.

B. OPERATING AND ADMINISTRATIVE EXPENSES: The operating Expenses of Rs. 860.71 Lakhs during FY 2024¬
25, as compared to previous financial year 2023-24 incurred of Rs. 797.21 lakhs.

C. DEPRECIATION AND AMORTISATION EXPENSES: The depreciation Expenses of Rs. 1.15 Lakhs during FY
2024-25, as compared to previous financial year 2023-24 incurred of Rs. 1.23 Lacs showing decrease as
compared to previous year.

D. FINANCE COST: The finance cost of Rs. 0.05 Lakhs during FY 2024-25, as compared to previous financial year
2023-24 incurred of Rs. 0.24 lakhs.

E. TOTAL LOSS/PROFIT BEFORE AND AFTER TAX FOR THE YEAR: The Loss before tax incurred Rs. 16.82 Lakhs
during FY 2024-25, as compared to previous financial year 2023-24 earned profit of Rs. 7.76 lakhs. The loss
after tax incurred Rs. 17.86 Lakhs during FY 2024-25, as compared to previous financial year 2023-24 earned
profit of Rs. 4.06 lakhs

F. TRANSFER TO RESERVES: The Board of Directors have decided to retain the entire amount of profit for F.Y.
2024-25 in the Statement of Profit & Loss as at March 31, 2025.

2. DIVIDEND:

During the period under review, the Board of Directors does not recommend any dividend.

Pursuant to provisions of Regulation 43A of the SEBI(Listing Obligations and Disclosure Requirements)
Regulations, 2018, The top 1000 listed entities based on market capitalization (calculated as on March 31 of
every financial year) shall formulate a dividend distribution policy which shall be disclosed on the website of
the listed entity and a web link shall also be provided in their annual reports: NOT APPLICABLE DUE TO the
company is not in top 1000 companies list provided by the BSE based on market capitalization as on 31st
march, 2025.

3. STATEMENT OF DEVIATION OR VARIATION

Disclosure pertaining to statement on deviation or variation in connection with certain terms of a public issue,
rights issue and preferential issue etc are not applicable to the Company. Because of your company have not
issue shares and other securities during the year under review.

4. BUY-BACK OF SHARES:

During the financial year under review no shares were bought back by the Company.

5. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

There are no shares in the demat suspense account or unclaimed suspense account during the year.

6. EMPLOYEE STOCK OPTION SCHEME (ESOP):

The Company does not have any Employee Stock Option Scheme (ESOP).

7. HUMAN RESOURCES DEVELOPMENT: -

Continuous effort is put in to improve the working environment with a focus on employee well-being and
capability building enabling them to perform their best for the Company. We provide robust leadership
development efforts to home employee skills and help keep the Company ahead of the curve. People are our
real strength and therefore while pursuing best-in-class performance; the Company is significantly increasing
its investment in its employees with training and development. The Company invests in training and
knowledge.

8. TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013 and Investor Education
and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends of a
company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the
Unpaid Dividend Account shall be transferred by the company to the Investor Education and Protection Fund
("IEPF").

In terms of the foregoing provisions of the Companies Act, 2013, there is no dividend which remains
outstanding or remains to be paid and require to be transferred to the IEPF by the Company during the year
under review.

Dividend Declared for the Last Years:

F.Y.	DATE OF DECLARARTION	DIVIDEND PER EQUITY SHARES
2022-23	02nd August, 2023	RS. 1/- PER SHARE

F.Y. ENDED	DECLARATION DATE	DUE DATE
MARCH 31, 2023	AUGUST 02, 2023	September 06, 2030

9. SHARE CAPITAL:

During the year under review, the Company has not altered/modified its authorised share capital and has not
issued any shares. The Company has not issued any sweat equity shares to its directors or employees.

The Company has not issued any sweat equity shares to its directors or employees.

The Paid-up Share Capital of the Company as on 31st March, 2025 is Rs. 2,67,71,000/- divided into 26,77,100
Equity Shares of Rs. 10/- each fully paid up.

During the year under review, the Company has not issued shares with differential voting rights. As on March
31, 2025, none of the Directors of the Company holds instruments convertible into equity shares of the
Company.

10. RESERVES AND SURPLUS:

The Company has transferred amount of the surplus of P & L account for the financial year ended 31st March,
2025.

11. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of
Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations 2015
(LODR Regulation) read with Schedule V thereto, is forms part of this Annual Report as ANNEXURE-1

12. CORPORATE GOVERNANCE:

The Company has been complying with the principles of good Corporate Governance over the years and is
committed to the highest standards of compliance. Pursuant to Regulation 34(3) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2018 a report on Corporate Governance forms an
integral part of this Annual Report. Pursuant to the Listing Agreement read with Regulation 15(2) of the SEBI
(LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in
regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para C, D and E of Schedule V shall not
apply the Company.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is not required to form Corporate Social Responsibility Committee pursuant to the provisions of
Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014.

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the Company which have
occurred between the end of the financial year ended 31st March, 2025 to which the Financial Statements
relates and the date of signing of this report.

15. RISK MANAGEMENT POLICY:

Pursuant to Regulation 212(5) of SEBI (LODR) Regulations, 2015, the company does not fall under list of Top
1000 companies and thus the company is not required to frame Risk Management Policy mandatorily.

The Company has a well-defined risk management framework in place. The Company has established
procedures to periodically place before the Audit Committee and the Board, the risk assessment and
minimization procedures being followed by the Company and steps taken by it to mitigate these risks.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES:

The Company has formulated a comprehensive Whistle Blower Policy in compliance with the provisions of
Section 177(9) and 177(10) of The Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2018 with a will to enable the stakeholders, including directors,
individual employees to freely communicate their concerns about illegal or unethical practices and to report

genuine concerns to the Audit Committee of the Company. Pursuant to the Listing Agreement read with
Regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance
provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para C, D and E
of Schedule V Company is exempted for upload whistle blower policy on company''s website and give a link in
director report.

17. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place a policy on prevention, prohibition and redressal of Sexual Harassment at workplace
in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The Internal Complaints Committee has been setup to redress the complaints received
on the sexual harassment. All employees of the Company are covered under this policy.

No complaints on sexual harassment were received during the year 2024-25.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During Financial Year 2024-25, all contracts/arrangements/transactions entered into by the Company with
related parties under Section 188(1) of the Act were in the ordinary course of business and on an arm''s length
basis. The Company has entered into material contracts or arrangements or transactions with related parties
in accordance with Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and
its Powers) Rules, 2014.

There were materially significant Related Party Transactions not made by the Company during the year that
would have not required shareholders'' approval under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2018.

The Related Party Transactions were placed before the Audit Committee for prior approval, as required under
the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018. A
statement of all Related Party Transactions was placed before the Audit Committee for its review on a
quarterly basis, specifying the nature and value of the transactions.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies
Act, 2013 and in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018
is annexed to this report as ANNEXURE-2.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013:

Pursuant to Section 186 of the Companies Act, 2013, disclosure on particulars relating to loans, advances,
guarantees and investments are provided as part of the financial statements to the Members of PEARL GREEN
CLUBS AND RESORTS LIMITED of even date of Standalone Financial Statements.

20. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

There was no application made or any proceeding pending under The Insolvency & Bankruptcy Code, 2016
against/by the company during the period under review.

21. 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 DURING THE FINANCIAL YEAR:

There was no valuation done in the company as there is no such incident of one-time settlement.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no significant / material orders passed by the regulators or courts or tribunals during the financial
year under review, impacting the going concern status and Company''s operations in future.

23. ANNUAL RETURN:

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 the Annual Return of the Company
prepared in accordance with Section 92(1) of the Companies Act, 2013read with Rule 11 of the Companies

(Management and Administration) Rules, 2014 (as amended), is placed on the website of the Company and is
accessible at the web-link https://www.pearlgreenclubsresort.com/.

24. CREDIT RATING:

During the year under review, the requirement of credit rating of securities of company was not applicable and
hence no credit rating has been undertaken.

25. PUBLIC DEPOSITS:

The Company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Companies
Act, 2013read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review
and as such, no amount on account of principal or interest on deposits from public was outstanding as on 31st
March, 2025.

26. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE:

During the year under review, the company is not having any subsidiary, associates and joint venture.

27. CHANGE IN NATURE OF BUSINESS:

During the year under review, there has been no change in the Company''s nature of business and Company
has not altered its main object and other ancillary object clause of the Memorandum of Association.

28. DIRECTORS:

During the year under review, the Board of the Company is duly constituted. None of the directors of the
Company is disqualified under the provisions of the Companies Act, 2013 or the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2018.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, MS.
SANJU (DIN: 10648601) Managing Director, retires by rotation and being eligible, offers herself for
reappointment at the ensuing 07^th AGM. His appointment is placed for approval of the members and forms
part of the notice of the 07^th AGM. The information about the Director seeking his reappointment as per Para
1.2.5 of Secretarial Standards on General Meetings and Regulation 36 (3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2018 has been given in the notice convening the 07^th AGM.

29. KEY MANAGERIAL PERSONNEL:

Pursuant to Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the
Company as on 31st March, 2025:

i. Ms. Sanju, Whole Time Director;

ii. Mr. Deepak Pravinchandra Jha, Chief Financial Officer;

iii. Mr. Bhumikaben Gautambhai Variya, Company Secretary;

The changes in the key managerial personnel are provided in corporate information of the annual report for
the year 2024-25.

The remuneration and other details of these Key Managerial Personnel for Financial Year 2024-25 are provided
in the Annual Return which is available on the website of the Company.

30. COMMITTEES:

As per the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2018, the following committees were constituted and the composition, meeting of
committees held during the year are as follows.

i. Audit Committee:

The Composition of the Audit Committee is as follows:

Mr. Bharatkumar Mafatlal Solanki - Non-Executive - Independent Director- Chairperson
Mr. Hasmukhbhai Dayabhai Patel - Non-Executive - Independent Director-Member
Ms. Rekhakumari Hemant Jhala - Executive - Non Independent Director-Member
Re-constitute committee w.e.f. 30.08.2024 as under

Ms. Sonali Sandeep Joshi- Non Executive- Independent Director- Chairperson
Mr. Dhruv Rameshbhai Chauhan -Non-Executive- Independent Director- Member
Mr. Vishal Sharma - Non - Executive- Non Independent Director - Member

During the financial year 2024-25, Audit Committee met five times on 29^th April, 2024, 08^th August, 2024, 30^th
August, 2024, 14^th November, 2024 and 10^th December, 2024.

ii. Nomination and Remuneration Committee:

The Composition of the Nomination and Remuneration Committee is as follows:

Mr. Hasmukh Dayabhai Patel - Non-Executive - Independent Director- Chairperson
Mr. Bharatkumar Mafatlal Solanki - Non-Executive - Independent Director-Member
Ms. Rekha Vijaybhai Jhala - Non-Executive - Non Independent Director-Member
Re-constitute committee w.e.f. 30.08.2024 as under

Mr. Dhruv Rameshbhai Chauhan -Non-Executive-Non Independent Director- Chairperson
Ms. Sonali Sandeep Joshi- Non - Executive - Independent Director- Member
Mr. Vishal Sharma - Non - Executive Director - Member

During the financial year 2024-25, Nomination and Remuneration Committee met two times 09^th July, 2024
and 30^th August, 2024.

iii. Stakeholders Relationship Committee:

The Composition of the Stakeholders Relationship Committee is as follows:

Mr. Hasmukh Dayabhai Patel - Non-Executive - Independent Director- Chairperson

Mr. Hemantsingh Naharsingh Jhala - Managing Director-Member

Ms. Rekhadevi Hemantsingh Jhala- Executive - Non Independent Director-Member

Re-constitute committee w.e.f. 30.08.2024 as under

Mr. Vishal Sharma - Non - Executive Director - Chairperson

Mr. Dhruv Rameshbhai Chauhan -Non-Executive-Non Independent Director- Member
Ms. Sonali Sandeep Joshi- Non - Executive - Independent Director- Member

During the financial year 2024-25, Stakeholders Relationship Committee met one time on 17^th March, 2025.

31. INTERNAL FINANCIAL CONTROLS:

Internal Financial Controls and their Adequacy

In terms of Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control means the
policies and procedures adopted by a company for ensuring orderly and efficient conduct of its business,
including adherence to company''s policies, safeguarding of its assets, prevention and detection of frauds and
errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial
information.

Internal Control over Financial Reporting (ICFR) remains an important component to foster confidence in a
company''s financial reporting, and ultimately, streamlining the process to adopt best practices. The Company
through Internal Audit Program is regularly conducting test of effectiveness of various controls. The ineffective
and unsatisfactory controls are reviewed and remedial actions are taken immediately. The internal audit plan
is also aligned to the business objectives of the Company which is reviewed and approved by the Audit
Committee. Further, the Audit Committee monitors the adequacy and effectiveness of the Company''s internal
control framework.

Adequate internal financial controls are in place which ensures the reliability of financial and operational
information. The regulatory and statutory compliances are also ensured.

Internal Control systems and their Adequacy

The Company has Internal Control Systems, commensurate with the size, scale and complexity of its
operations. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems
in the Company, accounting procedures and policies within the Company. Based on the report of internal audit
function, process owners undertake corrective action in respective areas and thereby strengthen the controls.
Significant observations and corrective actions thereon are presented to the Audit Committee from time to
time.

32. AUDITORS & AUDITORS REPORT:

A. Statutory Auditors

The Board of Directors of the company is appointed M/S KPSJ & Associates LLP, Chartered Accountants
meeting held on 08^th August, 2024 due to casual vacancy arise resignation of M/s Kapish Jain & Associates,
Chartered Accountants via resignation letter dated 01^st July, 2024 as the Statutory Auditors of the Company for
a period of F.Y. 2023-24 subject to the approval of the members in the 06^th AGM. In the 06th AGM approval of
the members accorded to appoint M/s. KPSJ & ASSOCIATES LLP, Chartered Accountants, Ahmedabad, having
FRN.: 124845W, as the Statutory Auditors of the Company to conduct the statutory audit for a period of five
years commencing from the conclusion of this 06^th Annual General Meeting till the conclusion of 11^th Annual
General Meeting of the Company

B. Statutory Audit Report

There are no qualifications, reservations or adverse remarks made by M/S KPSJ & ASSOCIATES LLP,
Statutory Auditors (having Firm Registration Number is 124845W), in their report for the financial year ended
31st March, 2025.

C. Consolidated Financial Statements

In accordance with the Section 129(3) of the Companies Act, 2013, the audited consolidated financial
statements are provided in the Annual Report is Not applicable.

D. Internal Auditor

M/S K B Pandya & Associates, who is the Internal Auditor resign w.e.f. 10^th December, 2024, have not carried
out internal audit for the financial year 2024-25.

E. Cost Auditor

During the Financial Year 2024-25, your Company is not required to maintain cost records under Companies
(Cost Records and Audit) Rules, 2014.

F. Secretarial Auditor and Secretarial Audit

Pursuant to the Section 204 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Shubhangi
Agarwal, Company Secretaries, Ahmedabad as the Secretarial Auditors of the Company to undertake the
Secretarial Audit of the Company for the FY 2024-25.

The Secretarial Audit Report in form MR-3 is annexed of the Directors'' Report as ANNEXURE- 3. The report
does contain any qualification, reservation, adverse remark or disclaimer i.e. The Companies Act, 2013 (''the Act'')
and the rules made there under; Form MGT-14 is not filed for the First Board meeting held by the Company and
allotment of Shares on Preferential Basis.

G. Annual Secretarial Compliance Report

Annual Secretarial Compliance Report under regulation 24A of SEBI (Listing Obligation and Disclosure
Requirement) Regulation, 2015 ("SEBI LODR") read with SEBI Circular dated February 08, 2019 number
CIR/CFD/CMDI/27/2019, is not applicable to the Company.

Further we would like to clarify that the Company is claiming exemption under regulation 15(2) of SEBI LODR
as the Company''s equity shares are listed on SME Platform of BSE LIMITED. As per regulation 15(2) of SEBI
LODR, inter alia, the compliance with the provisions as specified in regulation 17,17A, 18,19, 20, 21, 22, 23,
24, 24A, 25, 26, 27 and clause (b) to (i) of sub regulation (2) of regulation 46 and Para C, D and E of Schedule
V shall not apply in respect of the listed entity which has listed its specified securities on the BSE SME
Exchange.

H. Reporting of Frauds by Auditors:

During the year under review, the Statutory Auditors, Internal Auditors, Cost Auditors and Secretarial Auditors
have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit
Committee under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

33. MEETINGS OF THE BOARD AND COMMITTEES:

During the Financial Year 2024-25, the Board of Directors met Thirteen (13) times and the details of the
meetings of the Board and its Committees are given as under.

The gap intervening between two meetings was within the time prescribed under the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018.

Details of attendance of meetings of the Board:

During the financial year 2024-25, Thirteen Board Meetings were held on 29^th April, 2024, 23^rd May, 2024, 27^th
June, 2024, 09^th July, 2024, 08^th August, 2024, 30^th August, 2024, 06^th September, 2024, 03^rd October, 2024,
17^th October, 2024, 14^th November, 2024, 10^th December, 2024, 11^th February, 2025 and 31^st March, 2025.

The composition of the Board, attendance at the Board Meetings during the year ended on 31st March, 2025
and the last Annual General Meeting and also the number of other directorships and Committee memberships
are given below:

Name of the Director	Category	Attendance particular 2024-25
		Board Meeting held	Board	Last AGM	No. of Directorship in	Chairman- public
		During tenure of Director	Meeting Attended	Attend or Not	other Public Ltd. Cos	Membership in other Limited Cos
Mr. Hemantsingh Naharsingh Jhala Resigns w.e.f. 30.08.2024	Managing Director	4	4	YES
Ms. Rekhadevi Hemantsingh Jhala Resigns w.e.f. 30.08.2024	Executive Director	4	4	YES
Ms. Rekha Vijaybhai Jhala Resigns w.e.f. 30.08.2024	Non¬ Executive Director	4	4	YES
Mr. Bharatkumar Mafatlal Solanki Resigns w.e.f. 30.08.2024	Independent Director	4	4	YES
Mr Hasmukhbhai Dayabhai Patel Resigns w.e.f. 30.08.2024	Independent Director	4	4	YES
Ms. Sanju appoint w.e.f. 30.08.2024	Whole Time Director	8	8	YES	--	--
Mr. Vishal Sharma appoint w.e.f. 30.08.2024	Non¬ Executive Director	8	8	NO
Ms. Sonali Sandeep Joshi appoint w.e.f. 30.08.2024	Independent Director	8	8	NO	--	--
Mr. Dhruv Rameshbhai Chauhan appoint w.e.f. 30.08.2024	Indepedent Director	8	8	NO

34. MEETING OF INDEPENDENT DIRECTORS:

In terms of requirements under Schedule IV of the Companies Act, 2013and Regulation 25 (3) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2018, The independent directors of the listed entity
shall hold at least one meeting in a financial year, without the presence of non- independent directors and
members of the management and all the independent directors shall strive to be present at such meeting.

During the financial year under review, the Independent Directors of the Company met on 18^th March, 2025
inter-alia, to discuss:

i) Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a
whole.

ii) Evaluation of performance of the Chairman of the Company, taking into view of Executive and Non¬
Executive Directors.

iii) Evaluation of the quality, content and timelines of flow of information between the Management and the
Board that is necessary for the Board to effectively and reasonably perform its duties.

35. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from each Independent Director of the Company under Section 149(7)
of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2018 as amended from time to time confirming compliance with the criteria of independence as
stipulated under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2018 as amended from time to time and there has
been no change in the circumstances which may affect their status as Independent Directors during the year
2024-25.

All Independent Directors of the Company have affirmed compliance with the Schedule IV of the Companies
Act, 2013 and Company''s Code of Conduct for Directors and Employees for the Financial Year 2024-25.

All the Independent Directors of the Company have registered themselves with the Indian Institute of
Corporate Affairs (''IICA'') towards the inclusion of their names in the data bank maintained with it and they
have not appeared for proficiency self-assessment test during the period under review.

36. NON-EXECUTIVE DIRECTORS'' COMPENSATION AND DISCLOSURES:

None of the Independent / Non- Executive Directors has any pecuniary relationship or transactions with the
Company which in the Judgment of the Board may affect the independence of the Directors.

37. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Familiarization program aims to provide insight to the Independent Directors to understand the business
of the Company. Upon induction, the Independent Directors are familiarized with their roles, rights and
responsibilities.

All the Directors of the Company are updated as and when required, of their role, rights, responsibilities under
applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2018 as amended from time to time, Secretarial Standards; nature of industry in
which the Company operates, business model of the Company, etc. The Company holds Board and the
Committee Meetings from time to time. The Board of Directors has complete access to the information within
the Company. The Independent Directors have the freedom to interact with the Company''s management.
Directors are also informed of the various developments in the Company through various modes of
communications. All efforts are made to ensure that the Directors are fully aware of the current state of affairs
of the Company and the industry in which it operates.

The details of the familiarization programme undertaken have been uploaded on the Company''s website:
Pursuant to the Regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate
governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para
C, D and E of Schedule V, as per sub regulation 2(i) of regulation 46 of SEBI (LODR) Regulation, 2015 shall
exempt SME Listed Company to give web link of Familiarization Programme for Independent Directors as on
Company Website.

38. PERFORMANCE EVALUATION OF BOARD AND ITS COMMITTEES:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and
individual directors pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2018 as amended from time to time.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the
basis of criteria such as the board composition and structure, effectiveness of board processes, information
and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee
members on the basis of criteria such as the composition of committees, effectiveness of committee meetings,
etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India on January 5, 2017. In a separate meeting of independent directors, performance of
non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into
account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual
directors on the basis of criteria such as the contribution of the individual director to the board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs
in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and
Remuneration Committee, the performance of the Board, its Committees, and individual directors was also
discussed. Performance evaluation of independent directors was done by the entire Board, excluding the
independent director being evaluated.

39. DIRECTORS'' APPOINTMENT AND REMUNERATION POLICY:

The Company has on the recommendation of the Nomination & Remuneration Committee framed and
adopted a Nomination and Remuneration Policy in terms of the Section 178 of the Companies Act, 2013 with
effect from 2nd July, 2018. The policy, inter alia lays down the principles relating to appointment, cessation,
remuneration and evaluation of directors, key managerial personnel and senior management personnel of the
Company.

The policy on The Nomination & remuneration Policy of the Company and other matters provided in Section
178(3) of the Companies Act, 2013has been annexed as ANNEXURE 4.

The Nomination & Remuneration Policy of the Company is on the website of the Company:
https://www.pearlgreenclubsresort.com/.

40. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The details as required under Section 197(12) of the Companies Act, 2013and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in ANNEXURE-5 of this
Report.

The information required under Section 197(12) of Companies Act, 2013 read with Rule 5(2) and (3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including amendment
thereto, is provided in the ANNEXURE-5 forming part of the Report.

During the year, the Company had no employee who was employed throughout the Financial Year or part
thereof and was in receipt of remuneration, which in the aggregate, or as the case may be, at a rate which, in
the aggregate, is in excess of that drawn by the Managing Director or Whole-Time Director or Manager and
holds by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the
Company.

41. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018
as amended from time to time, the initiatives taken by the Company from an environmental, social and
governance perspective for the Financial Year 2024-25 has been given in the Business Responsibility and
Sustainability Report (BRSR) as per the format specified by SEBI Circular no. SEBI/HO/CFD/CMD-
2/P/CIR/2021/562 dated 10th May, 2021 which forms part of this report. NOT APPLICABLE pursuant of the
regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as
amended from time to time the requirement of submitting a business responsibility report shall be
discontinued after the financial year 2021-22 and thereafter, with effect from the financial year 2022-23,
the top one thousand listed entities based on market capitalization as on 31.03.2025 shall submit a
business responsibility and sustainability report in the format as specified by the Board from time to time.
Our company is not in top 1000 companies list provided by the BSE based on market capitalization as on 31^st
march, 2025.

42. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS
ANDOUTGO:

The information pertaining to details of conservation of energy, technology absorption, foreign exchange
earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies Accounts Rules, 2014 are as follows:

A) Conservation of energy: N.A.

As required by Rule 8 to Companies (Account Rules, 2014),

- Company ensures that the manufacturing is conducted in the manner where by optimum utilization
and maximum possible savings of energy is achieved.

- No specific investments have been made for reduction in energy consumption.

B) Technology Absorption: N.A.

Company''s products are manufactured by using in house/domestic know how and no outside Technology is
being used for manufacturing activities. Therefore no technology absorption is required. Further, the company
has not incurred any expenses towards Research & Development.

C) Foreign Exchange earnings and Outgo:

During the period under review there is no any foreign exchange earnings and outgo.

43. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors'' Responsibility Statement referred to in Section 134 (3) (c) of the Companies Act, 2013shall state
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 profit of the Company for that
period;

(c) the directors had taken proper and sufficient are for the maintenance of adequate accounting records
in accordance with the provisions of Companies Act, 2013 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 had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

44. SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standards on Meetings of Board of Directors (SS-1)and
General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

45. PROHIBITION OF INSIDER TRADING:

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended (PIT Regulations), the Company has adopted the revised Code of Conduct to
Regulate, Monitor and Report Trading by Insiders" ("the Code"). The Code is applicable to all Directors,
Designated persons and connected Persons and their immediate relatives, who have access to unpublished
price sensitive information relating to the Company.

The Company has also formulated a code of practices and procedures for Fair disclosure of Unpublished Price
Sensitive Information (UPSI) incompliance with the PIT Regulations.

The aforesaid Codes are posted on the Company''s website at: https://www.pearlgreenclubsresort.com/.

46. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TOINTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR:

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold
highest standards of integrity and are highly qualified, recognized and respected individuals in their respective
fields. It''s an optimum mix of expertise (including financial expertise), leadership and professionalism.

47. CEO/CFO CERTIFICATION:

As required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2018 as amended from time to time, the Managing Director and CFO of the Company have certified the
accuracy of the Financial Statements and adequacy of Internal Control Systems for financial reporting for the
year ended 31st March, 2025. The certificate is annexed in ANNEXURE-6.

48. DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL
WITH THE COMPANY''S CODE OF CONDUCT:

The Code of Conduct of the Company aims at ensuring consistent standards of conduct and ethical business
practices across the Company. This Code is reviewed on an annual basis and the latest Code is available on the
website of the Company at https://www.pearlgreenclubsresort.com/.

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended from
time to time, a confirmation from the Managing Director regarding compliance with the Code by all the
Directors and senior management of the Company is annexed in ANNEXURE-7.

49. CAUTIONARY STATEMENT:

The Annual Report including those which relate to the Directors'' Report, Management Discussion and Analysis
Report may contain certain statements on the Company''s intent expectations or forecasts that appear to be
forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may
differ materially from what is expressed herein. The Company bears no obligations to update any such forward
looking statement. Some of the factors that could affect the Company''s performance could be the demand
and supply for Company''s product and services, changes in Government regulations, tax laws, forex volatility
etc.

50. ACKNOWLEDGEMENT:

The Directors take this opportunity to thank the shareholders, bankers and the financial institutions for their
cooperation and support to the operations and look forward for their continued support in future. The
Directors also thank all the customers, vendor partners, also mention government and government authorities
and other business associates for their continued support during the year. The Directors place on record their
appreciation for the hard work put in by all employees of the Company.

FOR & ON BEHALF OF THE BOARD
PEARL GREEN CLUBS AND RESORTS LIMITED

SD/- SD/-

SANJU VISHAL SHARMA

Whole-time director DIRECTOR

DIN: 10648601 DIN: 10727395

DATE: 28.07.2025
PLACE: AHMEDABAD

---

Mar 31, 2024

Your Directors have pleasure in presenting the 34^th Annual Report on the business and operations of your company along with the Audited Financial statements for the year ended 31^st March 2024.

1. FINANCIAL RESULTS:

The summarized Financial Results for the year ended 31^st March 2024.

(Rs. In Lakhs)
PARTICULARS	2023-24	2022-23
Revenue from Operations	428.68	568.49
Other Income	34.38	14.25
Total Income	463.06	582.74
Total expenses	348.15	372.57
Profit/(Loss) before interest and Depreciation	124.64	266.23
Less: Interest	0.17	0.05
Profit before depreciation	124.47	266.18
Less: Depreciation	9.56	56.02
Profit/(Loss) before tax	114.91	210.16
Exceptional Item	-	-
Tax Expenses:
Current Tax	26.61	61.16
Deferred Tax	3.53	(8.26)
MAT Credit entitlement		-
Transfer to Reserve		-
Profit / (Loss) carried to Balance sheet	83.88	158.88

2. STATE OF AFFAIRS OF THE COMPANY’S AFFAIRS/CHANGE IN NATURE OF BUSINESS:

During the year under review, the Company has earned a net profit of Rs.83.88 Lakhs as against a net profit of Rs.158.88 Lakhs in the previous year.

There are adequate financial controls commensurate with the size of the organization and with reference to the financial statements; there is no change in the nature of the business.

3. SHARE CAPITAL:

The Company has got approval from the Hon''ble National Company Law Tribunal (NCLT) vide order dated 31^st May 2023 to implement a scheme of reduction of capital to set off a part of the accumulated loss against the paid-up share capital. Consequent to the implementation of this scheme, the paid-up equity share capital of the company is reduced to an extent of 68%.

According to the approval given by the NCLT, Special Bench- I, Chennai Bench vide its order dated 31.05.2023 to the Company''s Scheme of Reduction of Capital by which 68% of the nominal value of the equity shares from Rs.10/- each to Rs.3.20/- each of the paid-up equity share capital is reduced and that such reduced Subscribed, Issued and Paid-up share capital of Rs.3,02,33,710/- divided into 94,48,035 equity shares of Rs.3.20 has been consolidated into 30,23,371 equity shares of Rs.10/- each in such manner that every 100 equity shares of Rs.3.20 each shall constitute 32 equity shares of Rs.10/- each fully paid-up.

4. DIVIDEND:

The Board of Directors wish to conserve the profit for future development and expansion. Hence, your Company have not recommended any dividend for the financial year 2023-24.

5. PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS:

There has been no loan and guarantees given or made by the Company under Section 186 of the Companies Act, 2013 during the financial year 2023-24.

6. TRANSFER TO GENERAL RESERVE:

Your directors do not propose to transfer any amount to the general reserve of the company during the financial year 2023-24.

7. DEPOSITS:

During the financial year 2023-24, your Company has not accepted any deposit under the provisions of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year 2023-24, the Company had not entered into any material transaction with related parties pursuant to the provisions of Section 188 of the Companies Act, 2013. The details of related party transactions during the year under review have been disclosed in note no. 24 forming part of the financial statements.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 the Management Discussion and Analysis Report is as under:

Industry Structure and Developments:

Presently the company provides restaurant retail automation services to more than 3,500 restaurant outlets in India and abroad. It has developed and deployed best-inclass solutions in Sales Force Automation, Business Process Automation, Small, Medium as well as Large Format Retailing, Petroleum Retail, Online Lottery and Turf Club Automation and Remote Digital Content Delivery to the granularity of a single display and so on.

Opportunities and Threats:

Your company''s project has resulted in high quality output which has resulted to tie up long term contracts with the customers. The main concern is, continuous competition from other service providers in the same line.

Segment wise performance:

Presently the company has one service segment to provide restaurant retail automation services to restaurant outlets in India and abroad. The products are very useful to hotels and retail outlets. Our products are in competitive position in the market.

Risks and Concerns:

Our main concern is, continuous competition from other service providers in the same line of service by reducing the price in the market due to which the company has to reduce the price to retain its share in the market.

10. BOARD POLICIES:

The Company has the following policies which are applicable as per the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 which are placed on the website of the Company www.paceautomation.com

(i) Code of conduct for Directors and Senior Management

(ii) Policy on Directors'' Appointment and Remuneration (in) Nomination & Remuneration Policy

(iv) Policy on Related Party Transactions

(v) Policy on Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013

(vi) Risk Management Policy

(vii) Vigil Mechanism/ Whistle Blower Policy

(viii) Policy for determination of materiality of an event or information

(ix) Policy for preservation of documents

Since your Company''s paid-up Equity Capital, and Net worth is less than Rs.10 Crores and Rs.25 Crores respectively, the provisions of the SEBI (LODR) Regulations, 2015 relating to corporate governance is not applicable to the Company.

11. RISK MANAGEMENT:

Pursuant to Section 134 of the Companies Act, 2013, the Company has a risk management policy in place for identification of key risks to its business objectives, impact assessment, risk analysis, risk evaluation, risk reporting and disclosures, risk mitigation and monitoring, and integration with strategy and business planning.

The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy.

12. NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the company. The policy also lays down the criteria for selection and appointment of Board Members. The policy and details of Nomination and Remuneration is available on the website of the Company at www.paceautomation.com.

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee has, inter alia, the following responsibilities:

1. The Committee had formulated the criteria for determining qualifications, positive attributes, and independence of a director and the same is available on the company''s website www.paceautomation.com.

2. The Committee shall identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

3. Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.

4. The Board shall carry out evaluations of the performance of every Director, KMP and Senior Management Personnel at regular intervals (yearly).

5. The remuneration/compensation/commission etc. to the Managerial Personnel, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration/compensation/ commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.

6. Increments to the existing remuneration/compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Personnel.

7. Where any insurance is taken by the Company on behalf of its Managerial Personnel, Chie Executive Officer, Chief Financial Officer, the Company Secretary, and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

8. The Non-Executive/Independent Director is paid remuneration by way of fees for attending meetings of the Board or Committee thereof.

9. Commission to Non-Executive/Independent Directors, if proposed may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

13. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT:

Training in all sectors is given to our employees periodically and they are motivated to work in line with the development of the industry. The willingness and commitment of the employees help the company to stand tall among its customer in quality and service.

14. INTERNAL COMPLAINTS COMMITTEE:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. Internal Complaints Committee (“ICC”) is in place for all the works and offices of the Company to redress complaints received regarding sexual harassment. The policy on Prohibition,

Prevention & Redressal of Sexual Harassment is available on the website of the Company at www.paceautomation.com.

During the Financial Year under review, no complaints with allegation of sexual harassment were filed with the ICC.

Internal Complaint Committee Members:

1. S. G. Chandru

2. Malathi Gopalakrishnan

The Committee met once in the financial year 2023-24. The Company is committed to provide a safe and conducive work environment to its employees during the financial year. Your directors state that during the financial year 2023-24, there were no cases filed pursuant to the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

15. SUBSIDIARIES. ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have any subsidiaries, associates and joint venture companies.

16. COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:

The Company neither has any holding nor has any subsidiary company, therefore, disclosure under Section 197 (14) of the Companies Act, 2013 is not applicable.

17. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report under Section 134(3)(i) of the Companies Act, 2013.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations except the Hon''ble NCLT order dated 31^st May 2023 received for Capital Reduction of the Company during the year under review.

19. REPORTING OF FRAUDS BY AUDITORS:

The Statutory Auditors have not reported any instance of fraud under Section 143(12) of the Companies Act, 2013 during this year.

STATUTORY AUDITORS:

M/s. Vivekanandan Associates, Chartered Accountants, (FRN:005268S) were appointed as the Statutory Auditors of the Company for a term of five (5) years at the 32^nd Annual General Meeting held on 03^rd August 2022 and they shall continue to hold the office as the Statutory Auditors till the conclusion of 37^th AGM to be held in the year 2027.

COMMENT ON STATUTORY AUDITOR’S REPORT:

There are no qualifications, reservations, remarks or disclaimers made by M/s. Vivekanandan Associates, Statutory Auditors, in their audit report.

SECRETARIAL AUDITOR:

Pursuant to the requirements of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Srividhya, Practicing Company Secretary, Chennai (Membership No.A34438; CP No. 14058) was appointed to conduct the Secretarial Audit of the Company for the financial year 2023-2024.

The Secretarial Audit report as received from the Secretarial Auditor is annexed to this report as Annexure I.

QUALIFICATION IN SECRETARIAL AUDIT REPORT:

There are no material qualifications in the Secretarial Audit Report for the financial year 2023-24 except for few which was taken on record by the Board for due action.

Board’s Reply:

i) The Company is in the process of dematerialising the entire 100% shareholding of the promoters.

ii) The Company has paid the entire fine levied by the Stock Exchange for the noncompliance of provisions of Regulation 6 of the SEBI (LODR) Regulations, 2015 and the Demat accounts of the promoters have been unfrozen by the depositories. Additionally, Ms. Sweety Goyal has been appointed as the Company Secretary and Compliance Officer of the Company, effective May 24, 2024, to ensure compliance with Section 203 of the Companies Act, 2013, and Regulation 6 of the SEBI (LODR) Regulations, 2015.

iii) The Company is in the process of identifying a suitable candidate for the Chief Financial Officer (CFO) position to comply with Section 203 of the Companies Act, 2013.

INTERNAL AUDITORS:

M/r. T.S.R. Sivasubramanian was appointed as an Internal Auditor of the Company w.e. f., April 01, 2023. The Audit Committee determines the scope of Internal Audit in line with regulatory and business requirements.

COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with notification of the Companies (Cost Records and Audit) Rules, 2014 and Companies (Cost Records and Audit) Amendment Rules, 2014, the Company does not fall under the purview of the Cost Audit.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMP):

The Board consists of 4 Directors and 2 KMP including a Managing Director and Company Secretary. After the closure of financial year under review, Ms. Sweety Goyal was appointed as Company Secretary and Compliance Officer of the Company w. e. f 24th May 2024.

22. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, a structured questionnaire was prepared after taking into consideration of the various aspects of the Boards'' functioning, the composition of the Board and its committees, culture, execution and performance of specific duties, obligations, and governance.

The board and the committee were evaluated on various criteria as stated below:

1. Composition of the Board and Committee.

2. Understanding of the Company and its business by the Board.

3. Availability of information to the Board and Committee.

4. Effective Conduct of Board and Committee Meetings.

5. Monitoring by the Board management effectiveness in implementing strategies, managing risks and achieving the goals.

The Board also carried out the evaluation of the Directors and Chairman based on following criteria:

1. Attendance at meetings.

2. Understanding and knowledge of the entity.

3. Maintaining Confidentiality of board discussion.

4. Contribution to the board by active participation.

5. Maintaining independent judgment in the decisions of the Board.

During the year all the recommendations of the Audit Committee were accepted by the Board. Pursuant to Section 177(8) of the Companies Act, 2013, the Composition of Audit Committee is given as under:

Composition of Audit Committee:

The Composition of the Audit Committee as on 31st March 2024 is as follows:

• Mr. K Venkateswaran Chairperson

• Ms. Raghavan Suguna Member

• Ms. Malathi Gopalakrishnan Member

24. NUMBER OF MEETINGS OF THE BOARD AND BOARDS’ COMMITTEE:

The Board meets at regular intervals to discuss and decide on the business strategies/ policies and review the financial performance of the Company. The Board Meetings are pre-scheduled, and a tentative annual calendar of the Board meeting is circulated to the Directors well in advance to facilitate the Directors to plan their schedules.

Meeting	No. of Meetings during the Financial Year 202324	Date of the Meeting
Board Meeting	6	28th April 2023, 30th May 2023, 19th July 2023, 10th August 2023, 14th November 2023, 09th February 2024
Audit Committee	5	30th May 2023, 19th July 2023, 10th August 2023, 14th November 2023, 09th February 2024
Nomination & Remuneration Committee	2	19th July 2023, 09th February 2024
Stakeholders'' Relationship & Grievances Committee	2	19th July 2023, 09th February 2024

The interval between two Board Meetings was well within the maximum period mentioned under Section 173 of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

25. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent Directors held a Meeting on 09^th February 2024, without the attendance of Non-Independent Directors and the members of Management.

26. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization program is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company. The policy and details of familiarization program is available on the website of the Company at www.paceautomation.com.

27. INDEPENDENT DIRECTOR’S DECLARATION:

All the Independent Directors have given declarations that they meet the Criteria of independence laid down under Section 149 of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of financial year ended 31st March, 2024, which has been relied on by the Company and placed at the Board Meeting.

28. SECRETARIAL STANDARDS:

In terms of Section 118 (10) of the Act, the Company states that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India (ICSI), relating to the Meetings of Board of Directors and General Meetings respectively, have been duly complied with however improvements in certain areas are being made by the Board.

29. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a Vigil Mechanism policy for its directors and employees to report their genuine concerns about unethical behaviours, actual or suspected fraud, violations of Code of Conduct of the Company etc. The mechanism also provides for adequate safeguards against the victimization of employees who avail themselves of the mechanism and also provides for direct access by the Whistle Blower to the Audit Committee. It is affirmed that during the Financial Year 2023-24, no employee has been denied access to the Audit Committee. The vigil mechanism policy is also available on the Company''s website www.paceautomation.com

30. INTERNAL FINANCE CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has formulated a Framework on Internal Financial Controls in accordance with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations and they are operating effectively.

The systems are periodically reviewed by the Audit Committee of the Board for identification of deficiencies and necessary time-bound actions are taken to improve efficiency at all the levels. The Committee also reviews the observations forming part of internal auditors'' report, key issues and areas of improvement, significant processes and accounting policies.

31. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board Members and employees of the Company in accordance with the SEBI (Prohibition of Insiders Trading) Regulations, 2015. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned.

The Code lays down the standard of Conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have confirmed Compliance with the Code.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provision of Section 135 of the Companies Act, 2013, all Companies having a net worth of Rs.500 Crore or more, or a turnover of Rs.1,000 Crore or more or a Net Profit of Rs.5 Crore or more during any financial year are required to constitute a CSR Committee and our Company does not meet the criteria as mentioned above, hence the Company has not constituted any Corporate Social Responsibility Committee; and has not developed and implemented any Corporate Social Responsibility initiatives and the provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

33. EXTRACT OF ANNUAL RETURN:

The Annual Return in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on company''s website and can be accessed at -www.paceautomation.com.

34. PARTICULARS OF EMPLOYEES:

There are no employees falling within the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

35. DISCLOSURE REQUIREMENTS:

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 (ICSI) and is of the view that such systems are adequate and operating effectively.

36. DIRECTORS’ RESPONSIBILITIES STATEMENT:

As required under Section 134(3)(C) of the Companies Act, 2013 the Directors hereby state and confirm that they have:

a) In the preparation of the annual accounts for the year ended 31st March 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, 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 year ended on that date.

c) They have 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) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

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

During the year under review, there were no frauds reported by the Auditors on the employees or officers of the Company under Section 143(10) of the Companies Act, 2013.

37. THE CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:A. CONSERVATION OF ENERGY:

a. In view of the employees'' working from home, the registered office has been shifted to a very small place wherein there is absolutely no power consumption when compared to the earlier years.

b. Improvements in operating efficiency and reduction in the employee strength.

B. TECHNOLOGY ABSORPTION:

(i) The efforts made towards technology absorption: NIL

(ii) Benefits derived Production improvement: NIL Cost Reduction: NIL

Production development or Import substitution; NIL

(iii) Import Technology; NIL

(iv) Expenditure incurred on Research and Development; NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:			(Rs. in lakhs)
	C. FOREIGN EXCHANGE EARNINGS AND OUTGO	2023-24	2022-23
	Earnings in Foreign Exchange	NIL	NIL
	Expenditure in Foreign Exchange	NIL	NIL
	CIF value of imports -Raw Materials	NIL	NIL

38. CORPORATE GOVERNANCE REPORT:

As prescribed under the provisions of Regulation 15(2) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, your Company does not fall under the purview of complying with the provisions of Corporate Governance. During the year, with the approval of the Board of Directors, your Company has informed the nonapplicability provision to the MSEI Limited.

Since, the provisions of Corporate Governance is not applicable for the entire Financial Year 2023-24, a separate report of Corporate Governance is not disclosed in the Annual Report for 2023-24.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

40. MAJOR THINGS HAPPENED DURING THE YEAR WHICH MADE THE IMPACT ON THE OVERALL WORKINGS OF THE COMPANY & THE MAJOR ACTIONS TAKEN BY THE COMPANY IN THAT RESPECT:

Reduction of Capital''s final order received was received from Hon''ble NCLT on 31^st May 2023 which had an impact on the paid-up share capital of the Company. The Company has taken steps to implement the order with MSEI through CDSL /RTA during the year under review. However certain actions are pending for complete implementation of the order for reduction of Capital of the Company.

41. 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:

During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.

42. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR AND PERCENTAGE INCREASE IN REMUNERATION OF EACH DIRECTOR AND KMP:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is furnished hereunder:

	S. No	Name	Designati on	Remunerati on paid. FY 2023-24	Remunerati on paid. FY 2022-23	Increase /Decrease in remuneration from previous year	Ratio / times per median of employee remunerat ion
	1	S. G. Chandru	Managing Director	Rs. 56,02,000	Rs. 59,85,000	Rs. (383000)	20.8:1

43. LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2023-24 to the Metropolitan Stock Exchange of India (MSEI) Limited.

44. CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:

The Register of Members and Share Transfer books of the Company were closed from Thursday, 17^th day of August 2023 to Wednesday, 23^rd day of August, 2023 (both days inclusive) during the year under review.

45. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company have no amounts in un-paid dividend account, application money due for refund, matured deposits and interest accrued thereon which have remained unclaimed or unpaid for a period of seven years to be transferred to Investor Education and Protection Fund (IEPF).

46. DETAILS OF DIRECTORS OR KMPs APPOINTED OR RESIGNED DURING THE YEAR:

No Directors or KMPs were appointed or resigned during the year under review.

However, Mrs. Raghavan Suguna (having DIN:06601230) was re-appointed as an Independent Director of the Company for a second term of five (5) consecutive years from 14^th August 2023 to 13^th August 2028 at the Annual General Meeting held on 23^rd August 2023.

47. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their sincere gratitude to the encouragement, assistance, co-operation, and support given by the Central Government, the Government of Tamil Nadu during the year. They also wish to convey their gratitude to all the customers, auditors, suppliers, dealers, and all those associated with the Company for their continued patronage during the year.

Your Directors also wish to place on record their appreciation for the hard work and unstinting efforts put in by the employees at all levels. The directors are thankful to the esteemed stakeholders for their continued support and the confidence reposed in the Company and its management.

48. CAUTIONARY STATEMENT:

The statements contained in the Board''s Report and Management Discussion and Analysis Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.