The Directors hereby present their 35^th Annual Report on the business, operations and the state of
affairs of the Company together with the audited financial statements for the year ended March 31,
2025:-

FINANCIAL PERFORMANCE (Amt in Rupees)

EQUITY SHARE CAPITAL

During the year under review, Company has not issued or allotted any Equity Shares on
preferential basis.

The Company has not issued equity shares with differential rights as to dividend, voting or
otherwise.

The Company has not issued ESOP or sweat equity shares to Directors or employees.

DIVIDEND

During the year under review, the Company declared 3 interim dividend of Rs. 0.80/-, Rs 0.80/,
Rs 0.80/- and Rs 0.08/- per Equity Share of the face value of Rs. 10/- each in its Board Meeting
held on August 14, 2024, November 14, 2024 and February 14, 2025 respectively.

The Board at its meeting held on May 30, 2024, recommended a final dividend of Rs. 0.80/- per
Equity Share of the face value of Rs. 10/- each, which was approved by the Members of the
company at the Annual General Meeting (‘AGM’) of the Company held on 30^th September, 2024.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have subsidiaries, joint ventures and associate Companies.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans given, Investments made, guarantees made and securities provided are
reported in the financial statements.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on Management Discussion and Analysis covering industry structure and developments,
financial and operational performance of the Company, risks, concerns, opportunities, threats and
outlook forms a part of this Report.

TRANSFER TO RESERVES

The Company has not proposed to transfer any amount to the General Reserve.

INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT

The Company has in place adequate internal financial controls with reference to the financial
statements. The Company’s internal control system is designed to ensure operational efficiency,
protection and conservation of resources, accuracy and promptness in financial reporting and
compliance with the applicable laws and regulations.

The Company has a robust Business Risk Management framework to identify and evaluate
business risks and opportunities. This framework seeks to create transparency, minimize adverse
impact on the business objectives and enhance the Company’s competitive advantage. The
business risk framework defines the risk management approach across the enterprise at various
levels including documentation and reporting. The framework has different risk models which
help in identifying risks

trend, exposure and potential impact analysis at a Company level as also separately for business.
The Company has adopted a Risk Management Policy.

HUMAN RESOURCES

The key to the Company’s agility and success is, of course, its highly dedicated people. The focus
of the Company is on attracting, engaging and developing talented people who share their vision
and values. Therefore, the Company offers innovative programs, benefits and resources that
address the diverse needs of employees, reward their efforts, help them build their best careers at
Panchsheel.

CORPORATE GOVERNANCE

Corporate Governance Report and Certificate from the Statutory Auditors of the Company on
compliance with the conditions of Corporate Governance pursuant to the requirements of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, form a part of this Report.

PUBLIC DEPOSITS

The company has not accepted any deposits covered under Chapter V of the Companies Act, 2013
("the Act"). Accordingly, there is no disclosure or reporting required in respect of details relating
to deposits.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to section 134 of the Companies Act, 2013, the Board of Directors confirm that:-

(i) in the preparation of the annual accounts, the applicable accounting standards have been
followed;

(ii) such accounting policies have been selected 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 as at 31^st March, 2025 and the profits of the
Company for the financial year ended on that date;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis;

(v) internal financial controls have been laid down and the same are adequate and were
operating effectively; and

(vi) proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company, as on 31^st March, 2025, comprise of six Directors of
which one is Managing Director, two are Executive Directors and three are Non-executive and
Independent Directors. There is one Woman Director on the Board.

i. Independent Directors

Mr. Shambhunath Chakravarti, Mr. Diwakar Mani Tripathi and Mrs. Darshana Shah has
completed their tenure of independent directors, and will not continue to be the Independent
Directors of the Company, however candidature of three new directors including one woman
director for becoming independent directors has been proposed hereby.

In accordance with the provisions of Section 149 of the Companies Act, 2013, the candidates
for Independent Directors have given a declaration that they meet the criteria of independence
as provided in the said Section and also in terms of the Listing Regulations. In the opinion of
the Board, the Independent Directors are persons of integrity and possess relevant expertise,
experience and proficiency as per the Act.

ii. Retirement by rotation

In terms of Section 152 of the Companies Act, 2013, Mr. Mahendra Abhaychand Turakhia
(DIN: 00006222), retires by rotation at the forthcoming AGM and, being eligible, has offered
himself for re-appointment. Brief resume of Mr. Mahendra Abhaychand Turakhia (DIN:
00006222), as required under Regulation 36 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is covered in the notes of the Notice of 36^th AGM of the
Company.

iii. Key Managerial Personnel

Ms. Sonia Verma was appointed as the Company Secretary and Compliance Officer of the
company with effect from May 29, 2024, since then there is no such change in the
appointment.

BOARD MEETINGS HELD DURING THE YEAR

During the year under review, 8 (Eight) Board Meetings were held on the following dates:- 8th
April 2024, 29th May 2024, 12th June 2024, 14th August 2024, 7th September 2024, 14th
November 2024, 11th January 2025 and 14th February 2025.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The Board of Directors have adopted a Familiarization Program for Independent Directors of the
Company. The same is available on the website of the Company at
https://panchsheelorganics.com.

Besides that, expositions are made to the Directors on various topics covering the pharmaceutical
industry. Updates on relevant statutory changes and judicial pronouncements around industry
related laws are regularly circulated to the directors. Each director has complete access to any of
the company’s information and full freedom to interact with senior management.

AUDITORS

Pursuant to the provisions of section 139 of the Act, the members at the annual general meeting of
the Company held on 30^th September 2021 appointed M/s. Jayesh R. Shah & Associates,
Chartered Accountants (Firm Registration No. 104182W) as statutory auditors of the Company
from the conclusion of 32^nd Annual general meeting till the conclusion of 37^th annual general
meeting.

The statutory audit report for the financial year 2024-25 does not contain any qualification,
reservation or adverse remark or disclaimer made by statutory auditor.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Act and Rules made thereunder, the Company has
appointed, M/s. GMS & Co., Practicing Company Secretaries (Membership No.32581, CP No.
11953) to undertake the secretarial audit of the Company. Secretarial audit report for the financial
year ended March 31, 2025 issued by him in the prescribed form MR-3.

In addition to the above, pursuant to regulation 24A(2) of the Listing Regulations, 2015, a report
on secretarial compliance for the financial year ended March 31, 2025 has been issued by M/s.
GMS & Co., Practicing Company Secretaries and the same will be submitted with the stock
exchanges within the given timeframe. The report will be made available on the website of the
Company. The Secretarial Audit Report is provided as “Annexurel” to this Report.

There are no observations, reservations or qualifications or adverse remark in any of the aforesaid
reports.

COMMITTEES OF THE COMPANY

- NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of Mrs. Darshana Shah, Non-Executive
- Independent Director, Mr. Diwakar Tripathi, Non-Executive - Independent Director and Mr.
Sambhunath Chakravarti, Non-Executive - Independent Director, however with change in the
independent directors the composition and constitution of the committee will change.

The Company has formulated a Remuneration Policy pursuant to Section 178 of the Act and the
Listing Regulations. The Policy is provided as “Annexure II” to this Report.

- AUDIT COMMITTEE

The Audit Committee comprises of Mr. Mahendra Turakhia, Managing Director and Executive
Director, Mr. Diwakar Tripathi, Non-Executive - Independent Director and Mrs. Darshana Shah,
Non-Executive - Independent Director, however with change in the independent directors the
composition and constitution of the committee will change.

Further details of the Audit Committee are provided in the Corporate Governance Report forming
a part of this Report.

- CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In accordance with the provisions of Section 135 of the Companies Act, 2013 (the Act) and the
Rules made thereunder, the Board of Directors of the Company have constituted the Corporate
Social Responsibility (CSR) Committee. The CSR Committee comprises of Mr. Mahendra
Turakhia, Managing Director; Mr. Kishor Turakhia, Executive Director and Mrs. Darshana Shah,
Non-executive Director, however with change in the independent directors the composition and
constitution of the committee will change.

The report on CSR activities undertaken during the year is provided as “Annexure III” to this
Report. During the year ended March 31, 2025, the Committee met once.

- STAKEHOLDERS COMMITTEE

The Audit Committee comprises of Mr. Kishor Turakhia, Executive Director, Mr. Diwakar
Tripathi, Non-Executive - Independent Director and Mrs. Darshana Shah, Non-Executive -
Independent Director, Mrs. Darshana Shah, Non-Executive - Independent Director is the
Chairperson of the committee, however with change in the independent directors the composition
and constitution of the committee will change.

PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES OF THE BOARD
AND DIRECTORS

In compliance with the provisions of the Companies Act, 2013, and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the performance evaluation was carried out as
under:

Based on recommendation of the Nomination and Remuneration Committee, a mechanism and
criteria are set for evaluation of the Board, Committees of the Board and Directors, including
Independent Directors. The Board and Board Committees evaluation is done by the Board through
self-assessment and group discussions. Parameters for evaluation of the Board include structure
and composition of the Board, frequency and number of meetings, devotion of time for important
business matters-financials, monitoring Internal Controls/ Code of Conduct/Insider Trading
Policy/Risk Management Framework and Emerging Risks/Governance and compliance issues,
adequate access to information for effective decision making, strategic guidance to management
through regular interactions and cohesiveness in the overall working that facilitates open
discussion.

Parameters for evaluation of the Committee include structure and composition of the committees,
adequacy of charter and working procedure, frequency of meetings, if the Committee is
functioning as per the charter and if the Committee recommendations contribute effectively to the
Board decision making.

Evaluation of the Directors is done by the Board (excluding the Director whose evaluation is
being done). Parameters for evaluation of the Directors include skill set, knowledge, attendance,
effective participation at Board/Committee Meetings, their contribution at the Meetings,
leveraging on his/ her experience to provide the necessary insights/guidance on Board discussions
and display of candor in expressing views even when they are in divergence with the rest of the
Board, etc.

EMPLOYEES

The particulars of ratio of remuneration of each director to median remuneration of the employees
of the Company for the financial year under report, percentage increase in remuneration of each
Director and KMP, etc, more particularly described under Section 197(12) of the Companies Act,
2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are given in “Annexure IV” to this Report.

The statement showing particulars of employees as required under Section 197(12) of the
Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is provided in this report in the above stated
annexure.

RELATED PARTY TRANSACTIONS

All the Related Party Transactions entered by the Company during the financial year are on arm’s
length and in the ordinary course of business.

In accordance with the provisions of the Listing Regulations, the Company has formulated the
Related Party Transactions Policy, which is available on the Company’s website at
www.panchsheelorganics.com.

The details of the Related Party Transactions are discussed in notes to the financial statements.

The Audit Committee has granted omnibus (ad hoc) approval for the Related Party Transactions
as per the provisions and restrictions contained in the policy framed as per Regulation 23 of the
SEBI (LODR) Regulations, 2015 and provision of Companies Act, 2013 are also adhered.

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

The required information under the provisions of Section 134(3)(m) of the Companies Act, 2013
in respect of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and
Outgo, etc, are provided as “Annexure V”.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Pursuant to the legislation ‘The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013’, the Company has a policy on Prevention of Sexual
Harassment at Workplace. During the year under review, no complaint has been received from
employees. There was no other case reported during the year under review under the said policy.

Entire staff is working in the most congenial manner and there were no occurrences of incidences
of sexual harassment during the year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to report genuine concerns/ grievances. The
Policy is available on the website of the Company at www.panchsheelorganics.com.

The Policy provides for adequate safeguards against victimization of persons who use such
mechanism. The mechanism is overseen by the Audit Committee.

ANNUAL RETURN

Pursuant to Sections 92 and 134 of the Companies Act, 2013, the Annual Return as on March 31,
2025 in Form MGT-7 is available on the website of the Company at
www.panchsheelorganics.com .

ACKNOWLEDGEMENTS

The Board of Directors acknowledge the valuable guidance and continued support and co-operation
extended by the Securities and Exchange Board of India, Stock Exchanges, Ministry of Corporate Affairs,
other Government Authorities, Banks, and other Stakeholders.

For and on behalf of the Board of Directors
Panchsheel Organics Limited

Sd/-

Mahendra A. Turakhia
Managing Director
DIN: 00006222

Mumbai, September 08, 2025