Directors Report of Pune E-Stock Broking Ltd.

Mar 31, 2025

Your Directors in presenting 18^th Annual Report of the Company together with the Audited Financial Statements
(including Audited Consolidated Financial Statements) of the Company for the Financial Year ended 31st March, 2025.

1. FINANCIAL HIGHLIGHTS:

The Company''s financial performance for the year under review along with previous year''s figures are given
hereunder:

Particulars	Standalone		Consolidated
	For the year	For the year	For the year	For the year
	ended 31st	ended 31st	ended 31st	ended 31st
	March, 2025	March, 2024	March, 2025	March, 2024
Revenue from Operations	6,088.31	6,472.08	6,314.20	6,643.12
Other Income	1,085.91	988.73	1,350.18	982.37
Total Income	7,174.22	7,460.81	7,664.38	7,625.49
Expenses Less: Employee Benefits Expenses	507.12	353.49	514.63	364.20
Less: Other Operational Expenses	4,061.21	5,349.62	4,076.56	5,358.05
Profit Before Finance Cost, Depreciation & Taxes	2,605.89	1,757.70	3,073.19	1,903.24
Less: Finance Costs	462.03	163.84	462.04	163.84
Less: Depreciation and Amortisation Expenses	118.24	68.00	118.24	68.30
Profit Before Exceptional Items & Tax	2,025.62	1,525.86	2,492.91	1,671.10
Exceptional Items	-	-	-	-
Profit Before Tax	2,025.62	1,525.86	2,492.91	1,671.10
Less: Current Tax	528.83	371.63	582.92	408.07
Less: Deferred Tax (Credit)	8.69	2.69	8.51	-2.57
Profit After Tax	1,505.48	1,156.92	1,918.50	1,265.60
Earnings Per Share of INR 10 each (a) Basic	9.62	10.28	11.70	11.04
(b) Diluted	9.62	10.28	11.70	11.04

2. STATE OF COMPANY''S AFFAIRS:

The Company closed its 18^th Financial year with strong profitability, an expanded retail franchise and continued
investments in technology. A year of regulatory upheaval saw top-line contraction but record bottom-line growth,
validating management''s pivot toward higher-yield products and disciplined cost control.

During the year under consideration, the Company on Standalone basis earned total income of INR 7,174 lakh
and delivered its highest ever PAT of INR 1,505 lakh. Finance cost rose during the year as the firm drew an INR
25 crore from Piramal Enterprises against its MTF book.

Liquidity remained strong driven by cash & bank balances of INR 14,233 lakh (56% of the balance-sheet) and a
current ratio of 1.88x.

The aforementioned performance was the result of consistent efforts made by Company in optimizing its broking
as well as trading operations. The management does not see any risks in the Company''s ability to continue as a
going concern and meeting its liabilities as and when they fall due. Highlights of Company''s performance are
discussed in detail in the Management Discussion and Analysis Report (MDA), included in this Annual Report as
required under Schedule V of the SEBI (LODR) Regulations, 2015.

3. CONSOLIDATED FINANCIAL PERFORMANCE REVIEW AND ANALYSIS

The Company achieved the consolidated revenue from operations of INR 7,664 Lakhs for the year ended 31st
March, 2025 as against INR 7,625 lakhs in the previous year. The Company earned Consolidated Net Profit of
INR 1,918 Lakhs in the year ended 31st March, 2025, as compared to INR 1,265 Lakhs in the previous year.

4. SUBSIDIARIES AND ASSOCIATES/JOINT VENTURES

As on 31st March 2025, the Company had the following subsidiaries and associate entities:

Entities	Structure	Equity Held	Capital Employed	FY25 Top¬ line	FY25 PAT	Strategic Update
Pune Finvest Limited	Subsidiary	79.46%	INR 2,652 Lakhs	INR 486 Lakhs	INR 412 Lakhs	Continues as clearing member
Pune E - Stock Broking IFSC Limited	Wholly-owned subsidiary (GIFT-City)	100%	INR 120 Lakhs	Nil (pre¬ ops)	Nil (pre¬ ops)	SEBI approval underway
PESB Asset Management LLP	Subsidiary (AIF Sponsor)	99%	INR 1 Lakh	Nil (pre¬ ops)	Nil (pre¬ ops)	Cat-III AIF application filed; seed corpus mobilisation under way
PESB Insurance Broking Limited	Step-down Subsidiary	99.9%	INR 75 Lakhs	Nil (pre¬ ops)	Nil (pre¬ ops)	IRDA application filed; seed corpus mobilised.
Bumble Jumble Private Limited	Former associate	—	—	—	—	Ceased association from 4th Jan 2025

*Income and PAT of Pune Finvest are consolidated in the Company''s books under other income (interest & rent).
Detailed AOC-1 statement is annexed to consolidated accounts in compliance with Rule 8(1) of the Companies
(Accounts) Rules 2014 is provided in “Annexure 1”

5. NAME OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES
OR ASSOCIATE COMPANIES DURING THE PERIOD

Bumble Jumble Private Limited ceased to be associate Company w.e.f 4^th January 2025 as disclosed in above
mentioned point no. 4.

6. SHARE CAPITAL

During the year under review, there was no change in the Share Capital of the company as detailed below:

The authorised share capital of the Company as on 31 March 2025 was INR 18,05,00,000 divided into 1,80,50,000
equity shares of the face value of INR 10/- each. There was no change in the authorised share capital during the
financial year under review.

The issued, subscribed and paid up capital of the Company as on 31 March 2025 was INR 15,65,08,580 divided
into 1,56,50,858 equity shares of the face value of INR 10/- each. There was no change in the issued, subscribed
and paid up share capital during the financial year under review.

7. DIVIDEND:

Your Directors keeping in view need for conservation of resources for future, do not recommend any dividend for
the financial year ended on 31^st March 2025.

8. ANNUAL RETURN

Pursuant to section 92 and 134 of the Act the Annual return as at March 31, 2025 in form MGT-7 has been placed
on the website of the company and can be accessed at the web link i.e. www.pesb.co.in.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to requirements of section 134 (3) (c) of the Companies, Act, 2013, the Directors state and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along
with proper explanation relating to material departures if any;

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 true and fair view of the state of affairs of the
Company as at March 31, 2025 and of the profit and loss of the Company for that period.

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this act or 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 and,

e) they had laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

10. Number of Meetings of the Board of Directors

a) During the financial year under report, the Board of Directors met 7 (seven) times detailed as under:

Sr. No	Dates on which Board	Total Strength of	No. of Directors
	Meetings were held	the Board	present
1.	14th May 2024	14	14
2.	31st July 2024	14	14
3.	22nd August 2024	14	14

4.	19th September 2024	14	13
5.	08th November 2024	14	13
6.	07th February 2025	14	12
7.	24th March 2025	14	11

b) Attendance of Directors at Board Meetings:

Sr. No.	Name of the Director	Board meetings Entitled to attend	Board meetings attended
1.	Mrs. Archana Vinayak Gorhe	7	7
2.	Mr. Saleem Chandsaheb Yalagi	7	7
3.	Mr. Sandip Sunderlal Shah	7	7
4.	Mr. Vrajesh Krishnakumar Shah	7	7
5.	Mr. Vrajesh Navnitlal Shah	7	7
6.	Mr. Devendra Ramchandra. Ghodnadikar	7	7
7.	Mr. Daidipya Devendra Ghodnadikar	7	6
8.	Mr. Madanlal Shantilal Jain	7	7
9.	Mr. Suyog Mangesh Bagul	7	6
10.	Mr. Nikhil Suryakant Setiya	7	6
11.	Mr. Rajesh Hiralal Shah	7	6
12.	Mr. Anujkumar Chandravadan Gandhi	7	6
13.	Mr. Ashokkumar Venilal Suratwala	7	5
14.	Mr. Jitendra Uttamchand Lodha	7	7

11. MEETINGS OF THE COMMITTEE OF THE BOARD

A. Corporate Social Responsibility (CSR) Committee

During the financial year under report, the CSR Committee members met 2 (two) times detailed as under:

Sr. No	Dates on which the CSR	Total strength of	No. of members
	Committee meetings were held	the Committee	present
1.	14th May 2024	3	3
2.	8th November 2024	3	3

Attendance of Members at CSR Committee Meetings:

Sr. No.	Names of the Members	Designation	CSR Committee meetings entitled to attend	CSR Committee Meetings attended
1.	Mr. Madanlal Shantilal Jain	Chairman	2	2
2.	Mr. Devendra Ramchandra Ghodnadikar	Member	2	2
3.	Mr. Vrajesh Krishnakumar Shah	Member	2	2

B. Audit Committee Meetings

During the financial year under report, the Audit Committee members met 3 (three) times detailed as under:

on

Sr. No	Dates on which the Audit Committee Meetings were held	Total strength of the Committee	No. of members present
1.	14th May 2024	3	3
2.	31st July 2024	3	3
3.	8th November 2024	3	3

Attendance of Members at Audit Committee Meetings:

Sr. No.	Names of the Members	Designation	Audit Committee Meetings entitled to attend	Audit Committee Meetings attended
1.	Mr. Nikhil Suryakant Setiya	Chairman	3	3
2.	Mr. Vrajesh Navnitlal Shah	Member	3	3
3.	Mr. Ashokkumar Venilal Suratwala	Member	3	3

All recommendations of Audit Committee have been accepted by the Board of Directors.

C. Stakeholders Relationship (SRC) Committee

During the financial year under report, the SRC members met 2 (two) times detailed as under:

Sr. No	Dates on which the SRC Meetings were held	Total strength of the Committee	No. of members present
1.	31st July 2024	3	3
2.	8th November 2024	3	3

Attendance of Members at SRC Meetings:

Sr. No.	Names of the Members	Designation	SRC Meetings entitled to attend	SRC Meetings attended
1.	Mr. Suyog Mangesh Bagul	Chairman	2	2
2.	Mr. Sandip Sunderlal Shah	Member	2	2
3.	Mr. Devendra Ramchandra. Ghodnadikar	Member	2	2

This Committee is primarily responsible to review all matters connected with the Company''s transfer/ transmission
of securities and redressal of shareholder''s / investor''s / security holder''s complaints.

D. Nomination and Remuneration (NRC) Committee

During the financial year under report, the NRC members met on 31^st July 2024. All committee members were
present for that meeting:

• Mr. Nikhil Setiya, Chairman

• Mr. Vrajesh N. Shah, Member

• Mr. Jitendra Lodha, Member

• Mr. Rajesh Shah, Member

Policy on Nomination and Remuneration for the Board and Senior Officials is available on the website of the
Company at https://www. pesb. co. in/investor-relations. php

E. Investor Grievance Redressal Summary

Particulars	Status
Number of complaints received	Nil
Number of complaints resolved	Not Applicable
Number of complaints pending	Nil

F. Separate meeting of Independent Directors

The Independent Directors Committee of the Company comprises of following Independent Directors:

Mr. Madanlal Shantilal Jain

Mr. Suyog Mangesh Bagul

Mr. Nikhil Suryakant Setiya

Mr. Rajesh Hiralal Shah

Mr. Anujkumar Chandravadan Gandhi

Mr. Ashokkumar Venilal Suratwala

Mr. Jitendra Uttamchand Lodha

During the year under review, the Independent Directors met on March 25^th, 2025, discussed and reviewed the
performance of non-Independent Directors, the Board and the Chairman of the Company and to assess the quality,
quantity and timeliness of flow of information between the Company management and the Board

12. DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Mr. Daidipya Devendra Ghodnadikar (DIN: 07285425), and Mrs. Archana Vinayak Gorhe (DIN: 02966578),
Whole-time Directors of the Company, retire by rotation and being eligible offer themselves for re-appointment.

Mrs. Archana Vinayak Gorhe (DIN: 02966578), ceased to be a Whole-time Director of the Company with effect
from close of business hours on 31^st March 2024 in view of completion of term of 5 years commenced from 1^st
April 2019, pursuant to provisions of Section 196 of the Companies Act, 2013. She has been reappointed by the
Board as Whole-time Director of the Company w.e.f 1^st April 2024 for a term of five consecutive years in its meeting
held on 28^th August 2023

Mr. Saleem Chandsaheb Yalagi (DIN: 08107626), ceased to be a Whole-time Director of the Company with effect
from close of business hours on 31^st March 2024 in view of completion of term of 5 years commenced from 1^st
April 2019, pursuant to provisions of Section 196 of the Companies Act, 2013. He has been reappointed by the
Board as a Whole-time Director of the Company in its meeting held on 28^th August 2023 w.e.f 1^st April 2024 for a
term of 5 consecutive years.

13. DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given declarations and confirmed that they meet the criteria
of independence as provided under Section 149(6) of the Act and Regulation 16(1 )(b) of the SEBI Listing
Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment
and without any external influence. The Independent Directors of the Company are registered in the Independent
Directors data bank maintained by the Indian Institute of Corporate Affairs (“IICA”) and unless exempted, have
also passed the online proficiency self-assessment test conducted by IICA. The Board of the Company after taking
these declarations on record and undertaking due veracity of

the same, concluded that the Independent Directors of the Company are persons of integrity and possess the
relevant expertise, experience and proficiency to qualify as Independent Directors and are Independent of the
management of the Company.

14. POLICY ON DIRECTOR''S APPOINTMENT AND POLICY ON REMUNERATION

In adherence to section 178(1) of the Companies Act, 2013, the Board of Directors of the company regularly
reviews the policy on Directors'' Appointment and Remuneration including criteria for determining qualifications,
positive attributes, independence of a director and other matters provided under section 178(3), based on the
recommendations of the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee consists of 4 members of the Board i.e. Mr. Nikhil Setiya, Mr.
Vrajesh N. Shah, Mr. Jitendra Lodha and Mr. Rajesh Shah.

A copy of relevant policy is placed on the website of the company at www.pesb.co.in.

15. PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 the Board, in consultation with its Nomination &
Remuneration Committee, has formulated a framework containing, inter-alia, the process, format, attributes and
criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors,
including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation
with the Nomination and Remuneration Committee, based on need and new compliance requirements. Evaluation
of the Board and its Committees is based on various aspects of their functioning, such as, adequacy of the
constitution and composition of the Board and its Committees, matters addressed in the meetings, processes
followed at the meeting, Board''s focus, regulatory compliances and Corporate Governance, etc., are in place.
Similarly, for evaluation of individual Director''s performance, various parameters like Director''s profile, contribution
in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory
compliances and governance, etc., are considered. Accordingly, the annual performance evaluation of the Board,
its Committees and each Director was carried out for the financial year 2024-2025 by Nomination and
Remuneration Committee in consultation with the Board. The performance evaluation of all the Independent
Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance
evaluation done by the Board, it determines whether to extend or continue their term of appointment, whenever
their respective term expires. The Directors expressed their satisfaction with the evaluation process.

16. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report under Regulation 34 read with Schedule V of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented
as forming part of this Annual Report as “Annexure 2”.

17. CORPORATE GOVERNANCE REPORT AND COMPLIANCE CERTIFICATE FROM EITHER THE
AUDITORS OR PRACTICING COMPANY SECRETARIES REGARDING COMPLIANCE OF CONDITIONS
OF CORPORATE GOVERNANCE

As per provisions of Regulation 15(2)of the SEBI (Listing Obligation & Disclosure Requirements) Regulations,
2015, compliance with the corporate governance provisions as specified in regulations 17,18, 19, 20, 21,22, 23,
24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C , D and E of Schedule V shall
not apply, in respect (a) the listed entity having paid up equity share capital not exceeding INR 10 Crores and net
worth not exceeding INR 25 Crores, as on the last day of the previous financial year. And (b) the listed entity
which has listed its specified securities on the SME Exchange. Since, our Company falls in the ambit of
aforesaid exemption (b); compliance with the provisions of Corporate Governance shall not apply to the Company
and it does not form part of the Annual Report for the Financial Year-2024-2025 and Certification from auditors or
practicing company secretaries regarding compliance of conditions of corporate governance are also not required
to be annexed with the Annual Report.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE BY THE COMPANY UNDER
SECTION 186 OF THE COMPANIES ACT, 2013:

The Company has not granted any loans, given guarantees or provided any securities to other bodies corporate.
Particulars of advance given to employees as per the policy of the company have been given in Note no. 18 of the
financial statements. The loans have been given for their personal purposes. Further particulars of investments
made by the Company have been given in Note No. 13 of the financial statements. The Company has complied
with the provisions of Section 186 of the Companies Act, 2013.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN
SUB-SECTION (1) OF SECTION 188

The Company has entered into contracts / arrangements / transactions with the related parties during the financial
year under report, which were on arm''s length basis and in the ordinary course of business. Further, the Company
has not entered into any contracts / arrangements / transactions with the related parties which are material in
nature. Thus, the provisions of Section 188 (1) of the Companies Act, 2013 are not applicable and the disclosure
in Form AOC 2 is not required. Your attention is drawn to the related party disclosure made in the note no. 2.21
contained in the financial statements of the Company.

20. CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

21. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY AFTER MARCH 31,2025 AND BEFORE THE DATE OF THE REPORT

There were no material changes and commitments took place after 31^st March 2025, which has affected the
financial position of the Company.

22. SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING
CONCERN AND COMPANY IS OPERATIONS.

The Company has not received any such orders from Regulators, Courts or T ribunals during the year, which may
impact the going concern status or the Company''s operations in future.

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

There is nothing to be reported with respect to conservation of energy, technology absorption and foreign
exchange earnings & outgo as required to be given pursuant to Section 134 (1) (m) of the Companies Act 2013,
read with the Rule 8 of Companies (Accounts) Rules 2014.

24. PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Accordingly, details as
required Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have
not been provided. The details forming part of top ten employees in terms of remuneration of the Company is
annexed herewith as “Annexure 5”. Disclosures pertaining to remuneration and other details 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 given below:

Sr No.	Particulars	Name of Director	Designation	Remuneration	Ratio to the Median Rem
1)	The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year.	Mr. Vrajesh Krishnakumar Shah	Chairman & Managing Director	NIL	NA
		Mr. Vrajesh Navnitlal Shah	Director	NIL	NA
		Mr. Devendra Ramchandra Ghodnadikar	Director	NIL	NA
		Mr. Sandip Sunderlal Shah	Director	NIL	NA
		Mr. Daidipya Devendra Ghodnadikar	Whole time Director	20,15,000	5.53:1
		Mrs. Archana Vinayak Gorhe	Whole time Director	14,69,000	4.04:1
		Mr. Saleem Chandsaheb Yalagi	Whole time Director	21,45,000	5.89:1

Sr No.	Particulars	Name of Director	Designation	Remuneration	Ratio to the Median Remuneration
2)	The Ratio of the remuneration of each Director to the median remuneration of the employees of	Anujkumar Gandhi	Independent Director	6000	0.016:1
		Madanlal Jain	Independent Director	7000	0.019:1
		Suyog Bagul	Independent Director	6000	0.016:1

	the Company for the financial	Rajesh Shah	Independent Director	6000	0.016:1
	year.	Ashokkumar Suratwala	Independent Director	5000	0.013:1
		Jitendra Lodha	Independent Director	7000	0.019:1
		Nikhil Setiya	Independent Director	6000	0.016:1

3)	The percentage increase in	Name	Designation	% of increase
	remuneration of each Director in the financial year	Mr. Vrajesh Krishnakumar Shah	Chairman & Managing Director	NA
		Mr. Vrajesh Navnitlal Shah	Director	NA
		Mr. Devendra Ramchandra. Ghodnadikar	Director	NA
		Mr. Sandip Sunderlal Shah	Director	NA
		Mr. Daidipya Devendra Ghodnadikar	Whole time Director	3.33
		Mrs. Archana Vinayak Gorhe	Whole time Director	7.70
		Mr. Saleem Chandsaheb Yalagi	Whole time Director	7.25
		Mr. Anujkumar Chandravadan Gandhi	Independent Director	NA
		Mr. Madanlal Shantilal Jain	Independent Director	NA
		Mr. Suyog Mangesh Bagul	Independent Director	NA
		Mr. Rajesh Hiralal Shah	Independent Director	NA
		Mr. Ashokkumar Venilal Suratwala	Independent Director	NA
		Mr. Jitendra Uttamchand Lodha	Independent Director	NA
		Mr. Nikhil Suryakant Setiya	Independent Director	NA

4)	The percentage increase in remuneration Chief Financial	Name	Designation	%age of increase
	Officer, Chief Executive Officer, Company Secretary in the financial year	Arpit Shah	Chief Finance Officer	20.31
		Ashwini Kulkarni	Company Secretary and Compliance officer	9.61

5)	The percentage increase in the median remuneration of employees in the financial year.	There is no increase in the remuneration. There is decrease in remuneration by 6.66%
6)	The number of permanent employees on the rolls of the company	71 number of employees
7)	Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.	Average percentile increase in remuneration other than managerial remuneration is 34.28% Average percentile increase in managerial remuneration is 6.09% The increment is on the basis of performance of the employees including managerial personnel. The increments are as per policy of the company.
8)	It is here by affirmed that the remuneration is as per the Remuneration Policy of the Company.	Pursuant to Rule 5(1 )(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and Senior Management is as per the Remuneration Policy of the Company.

25. DEPOSITS

Your company has not accepted any deposits from the public or Members of the company within the ambit of
Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules 2014. Company
has accepted unsecured loans only from Directors. Please refer to Note no. 5 of financial statements.

The details of the unsecured loans availed from Directors and outstanding as on 31.03.2025 are as under:

Name of the Lender	Relationship with Company	Opening balance	Accepted during the year	Repaid during the year	Outstanding Amount (Net)	Interest Paid
Devendra Ramchandra Ghodnadikar	Director	-	1,735	1,510	225	19.64
Vrajesh Krishnakumar Shah	Managing Director	515	3,576	3,641	450	73.16
Vrajesh Navnitlal Shah	Director	300	302	252	350	32.20
Total		815	5,613	5,403	1,025	125.00

26. AUDITORS:

A. Statutory Auditor:

The members have in the Annual General Meeting (AGM) of the Company held on 31^st August 2024 appointed
M/s. S. H. Sane & Co. Chartered Accountants as Statutory Auditors of the Company to hold office till the
conclusion of the AGM of the Company to be held in the year 2029-30 for the financial year ending 31 March 2029.

The Auditors have accordingly confirmed their eligibility to continue to act as Statutory Auditors of the Company.

B. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Shailesh Indapurkar &
Associates, Company Secretary, Pune (Membership No. ACS 17306 CP No. 5701) to undertake the Secretarial
Audit of the Company for the FY 2024-25. M/s Shailesh Indapurkar & Associates, holds a valid peer review
certificate issued by the Institute of Company Secretaries of India.

Further, pursuant to the requirements of Regulation 24A of the SEBI Listing Regulations, the Board of Directors
of the Company at its meeting held on 12 May 2025 has approved and recommended to the Members for their
approval at the ensuing Annual General Meeting, the appointment of M/s Shailesh Indapurkar & Associates,
Practising Company Secretary as the Secretarial Auditors of the Company for the term of 5 consecutive financial
years commencing from 1 April 2025 till 31 March 2030 to conduct Secretarial Audit of the Company.

The Report of the Secretarial Audit for the year 24-25 is annexed herewith as ''Annexure 4” to this Report.

Secretarial Audit of Material Unlisted Subsidiary

There is no Material Unlisted Subsidiary of the Company during the financial year under review and as such the
requirement under Regulation 24A of the SEBI Listing Regulations regarding the Secretarial Audit of Material
Unlisted Indian Subsidiary is not applicable to the Company for the financial year under review.

C. Cost Auditor

In terms with the provisions of section 148 of the Companies act, 2013 read with the Companies (Cost Records
and Audit) Rules 2014, maintenance of cost records and appointment of Cost Auditors are not applicable on your
Company.

D. Internal Auditors

The Board of Directors at their meeting held on 14 May 2024 had appointed M/s Prakash M Ostwal & Co., as
Internal Auditors of the Company for the period from 1^st April 2024 to 31^st March 2025 to conduct the internal audit
of the various areas of operations and records of the Company. However, M/s Prakash M Ostwal & Co. resigned
as Internal Auditors of the Company due to other personal reason and pre occupation w.e.f. 29 July 2024.

Further, Board of Directors at their meeting held on 31^st July, 2024 appointed M/s Siddharth Anil Ostwal and
Co. Chartered Accountants, as Internal Auditors of the Company for the period from 1^st April 2024 to 31^st March
2025 to conduct the internal audit of the various areas of operations and records of the Company.

The report of the said internal auditor was placed before the Audit Committee along with the comments of the
management on the action taken to correct any observed deficiencies on the working of the various departments.

27. UNCLAIMED SUSPENSE ACCOUNT

Disclosure with respect to shares held in the Unclaimed Suspense Account of the Company for the Financial Year
2024-25 is as under:

Sr. No.	Particulars	No. of Shareholders	No. of Shares held
1.	Aggregate number of Shareholders and the outstanding shares in the suspense account lying at the beginning of the year	32	2,19,149
2.	Number of Shareholders who approached listed entity for transfer of shares from suspense account during the year	14	46,587
3.	Number of Shareholders to whom shares were transferred from suspense account during the year	14	46,587
4.	Aggregate number of Shareholders and the outstanding shares in the suspense account lying at the end of the year	26	1,72,562
5.	At the end of the year (with voting rights frozen) Number of Shareholder who''s voting rights on shares shall remain frozen till the rightful owner of such shares claims the shares.	26	1,72,562

28. FRAUDS REPORTED BY THE AUDITORS, IF ANY.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported any
instances of fraud committed in the Company by its officers or employees to the Audit Committee, pursuant to
Section 143(12) of the Companies Act, 2013, the details of which would be required to be mentioned in the Board''s
report.

29. EXPLANATION ON COMMENTS ON AUDITORS'' REPORT

There are no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors in their
Report on the financial statements.

With respect to qualification in Secretarial Audit report regarding Structural Digital Database, we would like to
inform that the requisite software regarding such compliance is already in place and during FY 2024-25 updation
of information and database creation was in the process. As on date the said system is up to date.

30. FINE/ COMPOUNDING AMOUNT PAID DURING THE YEAR

During the year under review, the Company was not subject to any fine/ compounding

31. BUSINESS RISK MANAGEMENT

The Company has risk management policy in place since its inception and is under regular improvements. Various
risks such as financial risks arising out of operations and other risks such as fire, theft, loss of data, have been
identified. The policy consists of manner of monitoring client''s positions on real time basis, client trading patterns
vis-a-vis its financial position etc. The directors & employees are being trained and educated on various risks and
mitigation thereof. Periodic reviews are also being taken to improve the same. The Company is using latest
technology for conducting its day to day operations.

32. INTERNAL FINANCIAL CONTROL

The Company has established and maintained adequate internal financial control based on internal control over
financial reporting criteria. The Company''s Internal financial controls operate effectively and ensure orderly and
efficient conduct of its business including adherence to its policies, safeguarding its assets, preventing and
detecting frauds and errors, maintaining accuracy and completeness of its accounting records and further enable
it in timely preparation of reliable financial information.

33. INSIDER TRADING

Your Company''s Code of Conduct for Prevention of Insider Trading covers all the Directors, senior management
personnel, persons forming part of promoter(s)/promoter group(s) and such other designated employees of the
Company, who are expected to have access to unpublished price sensitive information relating to the Company.
The Directors, their relatives, senior management personnel, persons forming part of promoter(s)/promoter
group(s), designated employees etc. are restricted in purchasing, selling and dealing in the shares of the Company
while in possession of unpublished price sensitive information about the Company as well as during the closure
of trading window. The Board of Directors has approved and adopted the Code of Conduct to Regulate, Monitor
and Report Trading by Insiders. The Board has also approved the Code for Fair Disclosure in line with SEBI
(Prohibition of Insider Trading) Regulation, 2015 and the same can be accessed on company''s website
www.pesb.co.in.

34. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board has adopted a Corporate Social Responsibility Policy (CSR Policy) in accordance with the provisions
of the Act. The CSR committee members reviews the policy periodically. During the year under consideration, the
Company was under obligation to spent amount of INR 21.65 lakhs. The Company has spent an amount of INR
18 Lakhs on Corporate Social Responsibility (CSR) towards donation to Shree Poona Gujrathi Bandhu Samaj
a Charitable T rust and INR 5.06 Lakhs was set off against the amount available for set off from the previous years.
The activities of the organisation to which the CSR Contribution have been made by the Company are being
monitored by the Company on continual basis.

The CSR Movement at Pune E - Stock Broking Limited is based on core belief of compliance of Social
Responsibilities and is basically a continuous process whereby the Company contributes to a better society.

The Company''s policy towards CSR is conducting business by integrating its economic, environmental and social
objectives in such a way that it will contribute for the social good together with its operational growth. The Company

integrates its business values and operations to meet the expectations of its shareholders, customers, employees,
regulators, investors, suppliers, community and take care of environment with best interest. Currently the
Company''s CSR involves initiatives towards Promoting Education.

The key objective of the CSR policy consists of monetary or other assistance for promotion and advancement of
education, preventive health care, enhancing vocational skills and livelihood enhancement projects and
eradicating hunger. These CSR projects are in accordance with Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as “Annexure 3

The CSR policy is available on the website of the Company.

The CSR Committee members consist of:

a) Mr. Madanlal Shantilal Jain - Chairman and Independent Director

b) Mr. Devendra Ramchandra Ghodnadikar - Member and Director

c) Mr. Vrajesh Krishnakumar Shah - Member and Managing Director

35. SECRETARIAL STANDARDS

The company Complies with all applicable mandatory secretarial standards issued by Institute of Company
Secretaries of India.

36. VIGIL MECHANISM

The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and
employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the
Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization
of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit
Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The
copy of vigil mechanism policy is put on the Company''s Website and may be accessed at i.e. www.pesb.co.in

37. AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

During the year under review, Company hasn''t proposed to transfer any amount to reserves.

38. DISCLOSURES IN RESPECT OF VOTING RIGHTS NOT EXERCISED DIRECTLY BY THE EMPLOYEES
IN RESPECT OF SHARES FOR WHICH THE LOAN HAVE BEEN PROVIDED BY THE COMPANY

There are no such instances

39. DETAILED REASONS FOR REVISION OF FINANCIAL STATEMENTS OR REPORT OF THE BOARD

There has been no revision of financial statements or report of the Board in respect of any of the 3 preceding
financial years and hence this clause is not applicable

40. ISSUE OF SWEAT EQUITY SHARES / SHARES WITH DIFFERENTIAL VOTING RIGHTS/ SHARES
UNDER EMPLOYEES'' STOCK OPTION SCHEME

The Company has not issued any Sweat Equity Shares / Shares with differential voting rights/ Shares under
Employees'' Stock Option Scheme during the year under report.

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

Your Company is committed to provide a safe and secure environment to its women employees across its
functions, as they are integral and important part of the organization. Your Company has in place an Anti-Sexual
Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) with requisite number
of representatives has been set up to redress complaints relating to sexual harassment, if any, received from
women employees and other women associates. The following is a summary of sexual harassment complaints
received and disposed of during the financial year 2024-2025:

The details relating to number of cases filed, if any and their disposal under this Act is as under:

(a) number of complaints of sexual harassment received in the year = NIL

(b) number of complaints disposed off during the year = NIL and

(c) number of cases pending for more than ninety days = NIL

(d) No. of workshops and awareness programmes conduced in the year: NIL

(e) Nature of action by employer or District Officer, if any Nil

42. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

The Company complies with the applicable provisions of the Maternity Benefit Act, 1961.

43. 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

During the year, no application is initiated, pending or concluded by or against the company under Insolvency and
Bankruptcy Code, 2016

44. 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

There was no instance of making one-time settlement with any Banks or Financial Institutions with respect to any
loan. The Company has not defaulted in repayment of any loan availed from any Bank / Financial Institution.

45. ACKNOWLEDGEMENTS

Your directors would like to express their grateful appreciation for the assistance and co-operation received from
the banks, government authorities and customers during the year under review. Your Directors look forward to
their continued support in the future. The Directors keep on record their sincere appreciation for dedicated efforts
on the part of the employees in the operations and growth of the Company during the year. The Directors also
thank the shareholders for the confidence reposed in the management.

For and on behalf of the Board of Directors
For PUNE E - STOCK BROKING LIMITED
Date: 25 August 2025
Place: Pune

Vrajesh Krishnakumar Shah Archana Vinayak Gorhe

Chairman & Managing Director Whole Time Director

DIN: 00184961 DIN: 02966578

R/o: 11 Krushnakunja, Girija Nayak R/o: Omekta Society, 1421, Off Bajirao

Housing Society, Near Hyde Park Road, Opp Thatte Hospital, Shukrawar Peth

Market Yard, Pune 411 037 Pune 411 002

---

Mar 31, 2024

Your Directors have pleasure in presenting 17th Annual Report of the Company together with the Audited Financial Statements (including Audited Consolidated Financial Statements) of the Company for the Financial Year ended 31st March, 2024.

1. Financial Highlights:

The Company’s financial performance for the year under review along with previous year’s figures is given hereunder:

(Amount Rs. In Lakhs)
	Standalone		Consolidated
Particulars	For the year	For the year	For the year	For the year
	ended 31st	ended 31st	ended 31st	ended 31st
	March, 2024	March, 2023	March, 2024	March, 2023
Revenue from Operations	6,472.08	3,168.66	6,643.12	3,575.08
Other Income	982.19	425.28	982.37	528.02
Total Income	7,454.27	3,593.94	7,625.49	4,103.10
Expenses Less: Employee Benefits Expenses	354.26	317.14	364.20	327.64
Less: Other Operational Expenses	5,342.31	2,234.33	5,358.05	2,249.19
Profit Before Finance Cost, Depreciation & Taxes	1,757.70	1,042.47	1,903.24	1,526.27
Less: Finance Costs	163.84	137.94	163.84	246.02
Less: Depreciation and Amortisation Expenses	68.00	61.10	68.30	61.52
Profit Before Exceptional Items & Tax	1,525.87	843.44	1,671.10	1,218.73
Exceptional Items
Profit Before T ax	1,525.87	843.44	1,671.10	1,218.73
Less: Current Tax	371.63	210.69	408.07	256.36
Less: Deferred Tax (Credit)	-2.69	-1.00	-2.57	-2.15
Profit After Tax	1,156.92	633.75	1,265.60	964.52
Earnings Per Share of Rs. 10 each (a) Basic	10.28	5.74	11.04	8.16
(b) Diluted	10.28	5.74	11.04	8.16

STATE OF COMPANY’S AFFAIRS:

FY24 was yet another year of robust performance by the Company. During the year, the standalone revenue from operations recorded a jump of 204% in comparison to FY23. Consequently, the Standalone Profit after Tax (PAT) also recorded an increase of 182%.

The aforementioned performance was the result of consistent efforts made by Company in optimizing its broking as well as trading operations. The management does not see any risks in the Company’s ability to continue as a going concern and meeting its liabilities as and when they fall due.

Highlights of Company’s performance are discussed in detail in the Management Discussion and Analysis Report (MDA), included in this Annual Report as required under Schedule V of the SEBI (LODR) Regulations, 2015.

CONSOLIDATED FINANCIAL PERFORMANCE REVIEW AND ANALYSIS

The Company achieved the consolidated revenue from operations of Rs. 6,643.12 Lakhs for the year ended 31^st March, 2024, an increase of 185% as compared to 3,575.08 Lakhs in the previous year. The Company earned Consolidated Net Profit of Rs.1,265.60 Lakhs in the year ended 31st March, 2024, which was an increase of 131% as compared to Rs.964.52 Lakhs in the previous year.

SUBSIDIARIES AND ASSOCIATES/JOINT VENTURES

As on 31^st March 2024, Company was having

1. Pune Finvest Limited is a subsidiary company.

2. Pune EStock Broking IFSC Limited as subsidiary company

3. PESB Insurance Broking Limited as step down subsidiary

4. Bumble Jumble Private Limited as associate company.

The subsidiary company i.e. Pune Finvest Limited is in business of financing and investment activity.

Pune E Stock Broking IFSC Limited is in business of dealing in foreign stocks Investments.

PESB Insurance Broking Limited has applied for insurance broking license to IRDA.

Bumble Jumble Private Limited is in business of recreation activities for kids.

The consolidated financial statements in accordance with the Companies Act 2013 and Accounting standards are attached to this Annual Report.

A statement in the Form AOC-1, containing salient features of the financial statements of subsidiary Company is as per Annexure-1 to the Consolidated Financial Statements and therefore the said information is not given to avoid duplication.

SHARE CAPITAL

During the Year under review, there was change in the Share Capital of the company as detailed below

Issue of bonus shares

During the Year under review, 36,81,486 No. of Equity Shares of Rs. 10/- each, fully paid up were allotted as Bonus Shares in proportion of 1 (One) equity shares for every 2 (Two) equity share i.e in the ratio of 1:2 on September 27, 2023

Initial Public Offer (IPO)

During the Year under review, your Company came up with a Public Issue (Fresh Issue) of 46, 06,400 Equity Shares of Rs. 10/- each at a premium of Rs. 73 per share. Issue price was Rs. 83 per share aggregating to the total issue size of Rs. 3,823.31 Lakhs. The company allotted shares on 13^th March 2024. Consequently, the shares of the Company have been listed on SME Platform of BSE Limited on 15^th March 2024.

Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise. It has neither issued ESOP nor Sweat Equity Shares and does not have any scheme to fund its employees to purchase the shares of the Company.

DIVIDEND:

Your Directors keeping in view need for conservation of resources for future, do not recommend any dividend for the financial year ended on 31^st March 2024.

ANNUAL RETURN

Pursuant to section 92 and 134 of the Act the Annual return as at March 31,2024 in form MGT-7 is available on the website of the company at the web link i.e. www.pesb.co.in

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to requirements of section 134 (3) (c) of the Companies, Act, 2013, the Directors state and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures if any;

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 true and fair view of the state of affairs of the Company as at March 31,2024 and of the profit and loss of the Company for that period.

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act or 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 and,

e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MEETINGS OF THE BOARD

During the financial year 2023-2024, the Meetings of Board of Directors were duly held (23) Twenty-three times on 10^th April 2023, 12^th April 2023, 8^th May 2023, 10^th June 2023, 14^th June 2023, 4^th July 2023, 4^th August 2023, 28^th August 2023, 5^th September 2023, 14^th September 2023, 27^th September 2023, 30^th September 2023, 16^th October 2023, 27^th October 2023, 10^th November

2023, 17^th November 2023, 4^th December 2023, 8^th January 2024, 25^th January 2024, 16^th February

2024, 20^th February 2024, 26^th February 2024 and 13^th March 2024.

Directors’ attendance record

Sr. no	Name of the Director	Board meetings Entitled to attend	Board meetings attended
1.	Mrs. Archana Gorhe	23	23
2.	Mr. Saleem Yalagi	23	23
3.	Mr. Sandip Shah	23	23
4.	Mr. Vrajesh Krishnakumar Shah	23	23
5.	Mr. Vrajesh Navnitlal Shah	23	23
6.	Mr. Devendra R. Ghodnadikar	23	23
7	Daidipya Ghodnadikar	23	23
8	Mr. Madanlal Shantilal Jain	11	10
9	Mr. Suyog Mangesh Bagul	11	10
10	Mr. Nikhil Suryakant Setiya	11	10
11	Mr. Rajesh Hiralal Shah	11	10
12	Mr. Anujkumar Gandhi	11	10
13	Mr. Ashokkumar Venilal Suratwala	11	10
14	Mr. Jitendra Uttamchand Lodha	11	10

MEETINGS OF THE COMMITTEE OF THE BOARD CSR Committee

CSR Committee meetings were held during the year on 28^th August 2023 and 13^th March 2024. All committee members i.e. Mr. Vrajesh Krushnakumar Shah, Mr. Vrajesh Navnitlal Shah and Mr. Devendra R. Ghodnadikar attended the CSR Meeting held on 28^th August 2023. All committee members i.e. Mr. Madan Jain, Mr. Vrajesh K. Shah and Mr. Devendra R. Ghodnadikar attended the CSR Meeting held on 13^th March 2024.

Audit Committee

Audit Committee meetings were held during the year on 27^th October 2023 and 10^th November 2023. All committee members i.e. Mr. Nikhil Setiya, Mr. Vrajesh N. Shah, Mr. Ashok Suratwala attended both the Audit Committee Meetings. All recommendations of audit committee has been accepted by the Board of Directors.

Nomination and Remuneration Committee

Nomination & Remuneration Committee meeting was held during the year on 13^th March 2024. All committee members i.e. Mr. Nikhil Setiya, Mr. Vrajesh N. Shah, Mr. Jitendra Lodha and Mr. Rajesh Shah attended the meeting.

Stakeholders Relationship Committee

Stakeholders Relationship Committee meeting was held during the year on 15^th December 2023. All committee members i.e. Mr. Suyog Bagul, Mr. Sandip Shah, Mr. Devendra Ghodnadikar attended the meeting.

The following is a summary of investors complaints received and disposed of during the financial year 2023-2024:

No. of Complaints received	NIL
No. of Complaints disposed off	Not applicable
No. of Complaint Pending	NIL

Separate meeting of Independent Directors

The Independent Directors Committee of the Company Comprises of following Independent Directors:

1. Mr. Madanlal Shantilal Jain

2. Mr. Suyog Mangesh Bagul

3. Mr. Nikhil Suryakant Setiya

4. Mr. Rajesh Hiralal Shah

5. Mr. Anujkumar Chandravadan Gandhi

6. Mr. Ashokkumar Venilal Suratwala

7. Mr. Jitendra Uttamchand Lodha

During the year under re view, the Independent Directors met on March 13, 2024, discussed and reviewed the performance of non-Independent Directors, the Board and the Chairman of the Company and to assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Vrajesh N Shah (DIN: 02061835) and Mr. Sandip Shah (DIN: 02078891), the Directors, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

During the year under review Mr. Vrajesh K. Shah, DIN 00184961 has been appointed as Chairman & Managing Director of the Company for a period of 5 years with effect from 23rd September 2023 to 22nd September 2028.

Mr. Saleem Chandsaheb Yalagi (DIN: 08107626) and Mrs. Archana Gorhe (DIN: 02966578) have been re-appointed as whole time directors of the company with effect from 1^st April 2024 for a period of five years.

Mr. Daidipya Ghodnadikar (DIN 07285425) has been appointed as whole time Director of the company for a period of four years with effect from 23^rd September 2023.

Mr. Anujkumar Gandhi (Din 01418350) has been appointed as an Additional Director (NonExecutive & Independent) on 30^th September 2023 and also confirmed as independent director by shareholders on 10^th November 2023.

Mr. Rajesh Hiralal Shah (DIN 01133470) has been appointed as an Additional Director (NonExecutive & Independent) on 30^th September 2023 and also confirmed as independent director by shareholders on 10^th November 2023.

Mr. Suyog Mangesh Bagul (DIN 10338207) has been appointed as an Additional Director (NonExecutive & Independent) on 30^th September 2023 and also confirmed as independent director by shareholders on 10^th November 2023.

Mr. Madanlal Shantilal Jain (DIN 0020136) has been appointed as an Additional Director (NonExecutive & Independent) on 30^th September 2023 and also confirmed as independent director by shareholders on 10^th November 2023.

Mr. Rajesh Hiralal Shah (DIN 01133470) has been appointed as an Additional Director (NonExecutive & Independent) on 30^th September 2023 and also confirmed as independent director by shareholders on 10^th November 2023.

Mr. Ashokkumar Venilal Suratwala (DIN 00147798) has been appointed as an Additional Director (Non-Executive & Independent) on 30^th September 2023 and also confirmed as independent director by shareholders on 10^th November 2023.

Mr. Jitendra Uttamchand Lodha (DIN 08588060) has been appointed as an Additional Director (Non-Executive & Independent) on 30^th September 2023 and also confirmed as independent director by shareholders on 10^th November 2023.

Mrs. Ashwini Kulkarni Company Secretary has also been appointed as Compliance officer with effect from 30^th September 2023 and Mr. Arpit Shah has been appointed as Chief Finance Officer with effect from 30^th September 2023.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All the Independent Directors have given their declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

POLICY ON DIRECTOR’S APPOINTMENT AND POLICY ON REMUNERATION

In adherence to section 178(1) of the Companies Act, 2013, the Board of Directors of the company regularly review the policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3), based on the recommendations of the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee consists of 4 members i.e. Mr. Nikhil Setiya, Mr. Vrajesh N. Shah, Mr. Jitendra Lodha and Mr. Rajesh Shah attended the meeting.

A copy of relevant policy is placed on the website of the company at www.pesb.com.

PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the process, format, attributes and criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements. Evaluation of the Board and its Committees is based on various aspects of their functioning, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the meetings, processes followed at the meeting, Board''s focus, regulatory compliances and Corporate Governance, etc., are in place. Similarly, for evaluation of individual Director’s performance, various parameters like Director''s profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc., are considered. Accordingly, the annual performance evaluation of the Board, its Committees and each Director was carried out for the financial year 2023-2024 by Nomination and Remuneration Committee in consultation with the Board. The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it determines whether to extend or continue their term of appointment, whenever their respective term expires. The Directors expressed their satisfaction with the evaluation process. The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it determines whether to extend or continue their term of appointment, whenever their respective term expires. The Directors expressed their satisfaction with the evaluation process.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented as forming part of this Annual Report as “Annexure 2”.

CORPORATE GOVERNANCE REPORT AND COMPLIANCE CERTIFICATE FROM EITHER THE AUDITORS OR PRACTICING COMPANY SECRETARIES REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

As per provisions of Regulation 15(2)of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, Compliance with the corporate governance provisions as specified in regulations 17,18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C , D and E of Schedule V shall not apply, in respect (a) the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year. And (b) the listed entity

which has listed its specified securities on the SME Exchange. Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form part of the Annual Report for the Financial Year-2023-2024 and Certification from auditors or practicing company secretaries regarding compliance of conditions of corporate governance are also not required to be annexed with the Annual Report.

LISTING WITH STOCK EXCHANGES:

The Company was unlisted Public Company and listed during the year under review on BSE SME Platform on March 15, 2024. Your Company has paid Annual Listing Fees for the Financial Year 2023-2024 to the BSE Limited where the Company’s Shares are listed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE BY THE COMPANY UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans/advance given to employees as per the policy of the company have been given in Note no. 18 of the financial statements. The loans have been given for their personal purposes. Further particulars of investments made by the Company have been given in Note No. 14 of the standalone financial statements. The Company has duly complied with provisions of Section 186 of the Companies Act ,2013. The Company has not given guarantees or provided securities for any loan attracting provisions of section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company. All Related Party Transactions are placed before Board for noting. Your Directors draw attention of the members to Note 2.21 in the notes to the standalone financial statements, which sets out related party disclosures.

CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER MARCH 31,2024 AND BEFORE THE DATE OF THE REPORT

There were no material changes and commitments took place after 31^st March 2024, which has affected the financial position of the Company.

SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY IS OPERATIONS.

The Company has not received any such orders from Regulators, Courts or Tribunals during the year, which may impact the going concern status or the Company''s operations in future.

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

There is nothing to be reported with respect to conservation of energy, technology absorption and foreign exchange earnings & outgo as required to be given pursuant to Section 134 (1) (m) of the Companies Act 2013, read with the Rule 8 of Companies (Accounts) Rules 2014.

PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Accordingly, details as required Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided. The details forming part of top ten employees in terms of remuneration of the Company is annexed herewith as “Annexure C”. Disclosures pertaining to remuneration and other details 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 given below:

Sr No.	Particulars	Name of Director	Designation	Remuneration (Amount in Rs. Lakhs)	Ratio to the Median Rem
1)	The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year.	Vrajesh K. Shah	Chairman & Managing Director	NIL	NA
		Vrajesh N. Shah	Director	NIL	NA
		Devendra Ghodnadikar	Director	NIL	NA
		Sandip Shah	Director	NIL	NA
		Daidipya Ghodnadikar	Whole time Director	19.50	5:1
		Archana Gorhe	Whole time Director	13.64	3.50:1
		Saleem Yalgi	Whole time Director	20.00	5.13:1

Sr No.	Particulars	Name of Director	Designation	Remuneration	Ratio to the Median Rem
1)	The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year.	Anujkumar Gandhi	Independent Director	0.11	0.03:1
		Madanlal Jain	Independent Director	0.11	0.03:1
		Suyog Bagul	Independent Director	0.11	0.03:1
		Rajesh Shah	Independent Director	0.11	0.03:1
		Ashokkumar Suratwala	Independent Director	0.11	0.03:1
		Jitendra Lodha	Independent Director	0.11	0.03:1
		Nikhil Setiya	Independent Director	0.11	0.03:1

2)	The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year	Name	Designation	% of increase
		Vrajesh K. Shah	Chairman & Managing Director	NA
		Vrajesh N. Shah	Director	NA
		Devendra Ghodnadikar	Director	NA
		Sandip Shah	Director	NA
		Daidipya Ghodnadikar	Whole time Director	12.23
		Archana Gorhe	Whole time Director	12.03
		Saleem Yalgi	Whole time Director	11.27
		Anujkumar Gandhi	Independent Director	NA
		Madanlal Jain	Independent Director	NA
		Suyog Bagul	Independent Director	NA
		Rajesh Shah	Independent Director	NA
		Ashokkumar Suratwala	Independent Director	NA
		Jitendra Lodha	Independent Director	NA
		Nikhil Setiya	Independent Director	NA

2)	The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year	Name	Designation	% of increase
		Arpit Shah	Chief Finance Officer	44.44
		Ashwini Kulkarni	Company Secretary	23.68

3)	The percentage increase in the median remuneration of employees in the financial year.	21.82%
4)	The number of permanent employees on the rolls of the company	54 number of employees
5)	Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.	Average percentile increase in remuneration other than managerial remuneration is 30.32% Average percentile increase in managerial remuneration is 11.84 % The increment is on the basis of performance of the employees including managerial personnel. The increments are as per policy of the company.
6)	It is here by affirmed that the remuneration is as per the Remuneration Policy of the Company.	Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and Senior Management is as per the Remuneration Policy of the Company.

DEPOSITS

Your company has not accepted any deposits from the public or Members of the company within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules 2014. Company has accepted unsecured loans only from directors. Please refer to Note no. 5 of standalone financial statements.

The details of the unsecured loans availed from Director/s and / or their relatives and outstanding as on 31^st March 2024 are as under:

(Amount in Rupees Lakhs)
Name of the Lenders	Relationship with Company	Opening balance	Accepted during the year	Repaid during the year	Outstanding Amount (Net)
Loan from Directors	Promoters and Directors		3,443.49	2,628.49	815.00

AUDITORS:A. Statutory Auditor

Pursuant to Section 139 of the Companies Act, 2013, the Company has appointed R S A R & Associates, Chartered Accountants, Pune, [Firm Registration No- 148326W] till the conclusion of Annual General Meeting to be held in the financial year 2024-2025 for the year ended on March 31, 2024. The existing statutory auditors are retiring from the post of statutory auditors.

At the ensuing annual general meeting it is proposed to appoint M/s. S. H. Sane & Co, Chartered Accountants, Pune, [Membership Number 047938] and [Firm Registration No. 0114491W] as statutory auditors of the company for a period of five years.

B. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Shailesh Indapurkar & Associates, Company Secretaries, Pune (Membership No. ACS 17306 CP No. 5701) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure 4 to this Report.

C. Cost Auditor

In terms with the provisions of section 148 of the Companies act, 2013 read with the Companies (Cost Records and Audit) Rules 2014, maintenance of cost records and appointment of Cost Auditors are not applicable on your Company.

D. Internal Auditors

The Board has appointed Siddharth Anil Ostwal & Co., Chartered Accountants, Pune [Membership Number 606960] and [Firm Registration No.157310W] as Internal Auditors in place of Prakash M. Oswal & Co., Chartered Accountants, Pune.

Internal Auditors directly reports to the Audit Committee or Board of Directors of the Company. Audit Committee of the Board would periodically reviews the functioning of the company to examine the adequacy and effectiveness of the internal control systems.

FRAUDS REPORTED BY THE AUDITORS, IF ANY.

No frauds have taken place in the company as also reported by the Auditors.

EXPLANATION ON COMMENTS ON AUDITORS'' REPORT

There are no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors in their Report on the financial statements.

There are no qualifications, reservations or adverse remarks or disclaimer made by the Secretarial auditors in their Report.

BUSINESS RISK MANAGEMENT

The Company has risk management policy in place since its inception and is under regular improvements. Various risks such as financial risks arising out of operations and other risks such as fire, theft, loss of data, have been identified. The policy consists of manner of monitoring clients positions on real time basis, client trading patterns vis-a-vis its financial position etc. The directors & employees are being trained and educated on various risks and mitigation thereof. Periodic reviews are also being taken to improve the same. The Company is using latest technology for conducting its day to day operations.

INTERNAL FINANCIAL CONTROL

The Company has established and maintained adequate internal financial control based on internal control over financial reporting criteria. The Company’s Internal financial controls operate effectively and ensure orderly and efficient conduct of its business including adherence to its policies, safeguard its assets, prevent and detect frauds and errors, maintain accuracy and completeness of its accounting records and further enable it in timely preparation of reliable financial information.

INSIDER TRADING

Your Company’s Code of Conduct for Prevention of Insider Trading covers all the Directors, senior management personnel, persons forming part of promoter(s)/promoter group(s) and such other designated employees of the Company, who are expected to have access to unpublished price sensitive information relating to the Company. The Directors, their relatives, senior management personnel, persons forming part of promoter(s)/promoter group(s), designated employees etc. are restricted in purchasing, selling and dealing in the shares of the Company while in possession of unpublished price sensitive information about the Company as well as during the closure of trading window. The Board of Directors has approved and adopted the Code of Conduct to Regulate, Monitor and Report Trading by Insiders. The Board has also approved the Code for Fair Disclosure in line with SEBI (Prohibition of Insider Trading) Regulation, 2015 and the same can be accessed on company’s website www.pesb.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board has adopted a Corporate Social Responsibility (CSR) Policy formulated by the CSR Committee in accordance with the provisions of the Companies Act, 2013.

The CSR Policy of the company lays down the guidelines, processes and mechanisms for undertaking activities as may be included in and allowed under Schedule VII of the Companies Act, 2013 from time to time.

Report on CSR Activities as required under Section 135 of the Companies Act 2013 and Rules framed there under is attached as an Annexure 3 to this report.

SECRETARIAL STANDARDS

The company Complies with all applicable mandatory secretarial standards issued by Institute of Company Secretaries of India.

VIGIL MECHANISM

The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The copy of vigil mechanism policy is put on the Company’s Website and may be accessed at i.e. www.pesb.co.in

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

During the year under review, Company hasn’t proposed to transfer any amount to reserves.

DISCLOSURES IN RESPECT OF VOTING RIGHTS NOT EXERCISED DIRECTLY BY THE EMPLOYEES IN RESPECT OF SHARES FOR WHICH THE LOAN HAVE BEEN PROVIDED BY THE COMPANY

There are no such instances

DETAILED REASONS FOR REVISION OF FINANCIAL STATEMENTS OR REPORT OF THE BOARD

There has been no revision of financial statements or report of the Board in respect of any of the 3 preceding financial years and hence this clause is not applicable

ISSUE OF SWEAT EQUITY SHARES / SHARES WITH DIFFERENTIAL VOTING RIGHTS/SHARES UNDER EMPLOYEES’ STOCK OPTION SCHEME

The Company has not issued any Sweat Equity Shares / Shares with differential voting rights/ Shares under Employees’ Stock Option Scheme during the year under report.

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

Your Company is committed to provide a safe and secure environment to its women employees across its functions, as they are integral and important part of the organization. Your Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) with requisite number of representatives has been set up to redress complaints relating to sexual harassment, if any, received from women employees and other women associates. The following is a summary of sexual harassment complaints received and disposed off during the financial year 20232024:

No. of Complaints received	NIL
No. of Complaints disposed off	NIL

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE IBC, 2016

During the year, no application is initiated, pending or concluded by or against the company under Insolvency and Bankruptcy Code, 2016

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators or Courts or tribunal impacting the going concern status and Company’s operations in future.

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

There was no instance of making one-time settlement with any Banks or Financial Institutions with respect to any loan. The Company has not defaulted in repayment of any loan availed from any Bank / Financial Institution.

INSURANCE

The Company’s assets are adequately insured against all major risks including loss because of business interruption caused due to property damage.

ACKNOWLEDGEMENTS

Your directors would like to express their grateful appreciation for the assistance and co-operation received from the banks, government authorities and customers during the year under review. Your Directors look forward to their continued support in the future. The Directors keep on record their sincere appreciation for dedicated efforts on the part of the employees in the operations and growth of the Company during the year. The Directors also thank the shareholders for the confidence reposed in the management.