Market & News

Dear Shareholders,

Your Directors present their Thirty-Eighth Annual Report on the business and operations of your Company together with Audited Financial Statements for the year ended 31^st March, 2025.

(Rs. in Lakh)

The Company has recorded total income of Rs. 129.05 Lakhs in FY 24-25 as against the total income of Rs. 484.77 lakhs in FY 23-24 and net profit of Rs. 24.55 lakhs in FY 24-25 as against Rs. 87.25 lakhs in FY 23-24.

The Company is engaged in the trading of Pharmaceutical products. During the year under review there is no change in the business activity of the Company, however, Company has amended the object clause by addition of additional clause in the object of the company through postal ballot and got approval on 16^th June, 2025. In addition to trading of Pharmaceutical product, company is also engaged in the activities of trading of fertilizers and pesticides.

During the year under review, the Company has not issued any shares with differential voting rights neither granted any stock options nor sweat equity. The Paid-up Equity Share Capital, as at 31^st March, 2025 was Rs. 6,27,26,290 divided into 62,72,629 Equity shares, having face value of Rs.10/- each fully paid up.

In view of conserving the resources, your company has not recommended any dividend for the year under review.

No amount was transferred to the reserves during the financial year ended 31 ^st March 2025.

The Company does not have any Subsidiaries and Associates, therefore details under Form AOC 1 is not applicable.

During the year under review, your Company has not accepted any deposits in terms of Section 73 of the Act read with the

Companies (Acceptance of Deposit) Rules, 2014, no amounts were outstanding which were classifiedas ‘Deposits' under the applicable provisions of Act as on the date of Balance Sheet.

There are no significant and material orders passed by the regulators or courts or tribunals impacting status and the Company's operations in future.

Pursuant to the provisions of Section 186 of the Companies Act, 2013 and SEBI LODR, particulars of loans, investments are given in the notes to the financial statements.

Particulars with respect to the conservation of energy and technology absorption as required to be disclosed pursuant to provision of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts), 2014 are not relevant to the

Company. Foreign exchange earnings and outgo as stipulated under Section 134 of the Act read with the Companies

(Accounts) Rules, 2014, is set out in the Annexure I to this report.

The disclosure on the details of remuneration to employees, Directors and Key Managerial Personnel pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure II to this report.

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is available on the website of the Company at www.pentokey.com. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and its Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval and are in accordance with the Policy. All transactions entered by the Company with Related Parties are in ordinary course of business and on arm's length basis.

Related party transactions entered during the year under review are disclosed in the notes to the Financial Statements.

None of the Directors had any pecuniary relationship or transactions with the Company, except the payments made to them in the form of sitting fees.

Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts)

Rules, 2014 is set out in Annexure III to this report.

The Board of Directors is constituted in accordance with the provisions of the Act and the Listing Regulations and Articles of Association of your Company. Your Company has received relevant disclosures and declarations from the Directors and none of them are disqualified from being appointed as Director in terms of Section 164(2) of the Act and the Listing

Regulations.

The following changes have been made to the Key Managerial Personnel of the Company during the year:

In accordance with the applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Purshottam Kejriwal retires by rotation at the ensuing Annual general meeting and being eligible offers himself for reappointment. Your directors recommend the re-appointment of Mr. Purshottam Kejriwal as a Director of the Company. As on the date of this report the Board of Directors comprises of Five (5) Directors including Two (2) Independent

Non- Executive Directors, and three (3) Non-Executive, Non-Independent Directors. Independent Directors provide their declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under Companies Act, 2013.

The Company's policy on appointment and remuneration of directors is available on www.pentokey.com.

During the year under review, total 4 Four meetings of the Board of Directors were held. The maximum gap between any two Board Meetings was less than 120 days.

The names of members of the Board and their attendance at the Board Meetings are as under:

*Only 2 meetings were held during their tenure.

The composition, power, role and terms of reference of the Audit Committee is in alignment with the provisions of Section

177 of the Companies Act, 2013 read with the Rules issued thereunder. The members of the Audit Committee are financially literate and have experience in financial management.

During the year, 4(four) meetings were held.

The names of members of the Audit Committee and their attendance at the Audit committee Meetings are as under:

*Only 2 meetings were held during their tenure

The composition, power, role and terms of reference of the Stakeholders Relationship Committee is in alignment with the provisions of Section 178 of the Companies Act, 2013 read with the Rules issued thereunder. During the year, one meeting of Stakeholders Relationship committee was held on 31.03.2025.

The names of members of the Stakeholders Relationship Committee and their attendance at the Stakeholders Relationship committee Meeting is as under:

The composition, power, role and terms of reference of the Nomination and remuneration Committee is in alignment with the provisions of Section 178 of the Companies Act, 2013 read with the Rules issued thereunder.

During the year, 1 meeting of the Nomination and remuneration committee was held on :

The names of the members of the Nomination and remuneration Committee and their attendance at the meetings is as under:

In accordance with the provisions of Schedule IV of the Act, Regulation 25(3) of the SEBI Listing Regulations and S.S 2.3 of the Secretarial Standards on the meetings of the Board of Directors, a meeting of Independent Directors of the Company was held on 31^st March 2025 without the presence of the Non-Independent Directors and the members of the Management. The Independent Directors discussed matters inter alia the functioning of the Company, reviewing the performance of the Chairman, Non-Independent Directors and Board as a whole and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively perform its duties.

The Company also conducts familiarisation programme for the Independent Directors to enable them to be familiarise with the Company, its management and its operations to gain a clear understanding of their roles, rights and responsibilities for enabling their contribution to the Company.

Further at the time of appointment of an Independent Director, the Company issues a formal letter of appointment detailing their role and function in the Company, the format of the letter of appointment whereof is available on the website of the Company at https://pentokey.com

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013. The Board of Directors has formulated and adopted a Policy which lays down a framework for selection and appointment of

Directors andSeniorManagementandfordeterminingqualifications,positive attributes and independence of Directors in accordance with the provisions of Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations. Nomination and Remuneration Policy is available on the website of the Company at www.pentokey.com

Being a Company listed on BSE Platform and pursuant to clause 15 (2) (a) of Listing Regulations, compliance with

Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of

Regulation 46 and para C, D, and E of Schedule V of Listing Regulations is not applicable to the Company.

In view of the above, Company has not provided report certificatethereon for the corporategovernanceandauditor's year ended March 31, 2025. However, whenever the provision will become applicable to the company at a later date, the company shall comply with the requirements of the same within six months from the date on which the provisions became applicable to the company.

Evaluation of the performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects.

The Directors carried out the annual performance evaluation of the Board, Committees of Board and individual Directors along with assessing the quality, quantity and timeliness of flow of information

Board that is necessary for the Board to effectively and reasonably perform their duties.

Your directors state that:

(a) In the preparation of the annual financial statements for the year ended 31^st March 2025, the applicable Accounting Standards have been followed along with proper explanation to material departures;

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2025 and of the profit of the Company for the year ended 31st March, 2025; (c) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The annual financial statements have been prepared on a going concern basis.

(e) Appropriate internal financial controls were followed by the Company and that such internal financial controls are adequate and operating effectively; and

(f) Proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

Pursuant to the provisions of Section 134(3)(a) of the Act, the Annual Return in form MGT-7 for the Company for the financial year 2024-25 is available on the Company's website at https://www.pentokey.com.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. Akshay Sharma, Practicing Company

Secretary (Membership No. 39891) as the Secretarial Auditor of the Company for the financial year ending 31 ^st March 2025. The Secretarial Audit Report for financial year ending 31^st March 2025 is annexed as Annexure IV to this Annual Report.

The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark. Further under Regulation 24A of Listing Regulations, the Company was not required to submit the Annual Secretarial Compliance Report as the Company falls under the criteria as specified under Regulation 15(2) of Listing Regulations.

M/s Verma Mehta & Associates, Chartered Accountants (Firm Registration No. 112118W), were appointed as Statutory Auditors of the Company for the second term of five years by the shareholders of the Company in their 36th Annual General Meeting held on 29^th September, 2023, to hold office till the conclusion of the 41^st Annual General Meeting to be held in the year 2028.

M/s. Verma Mehta & Associates have confirmed that they satisfy the independence criteria as required under the Act. The Auditor's Report for the financial year ended 31st March 2025 on financial statements of the Company is a part of this report and is annexed as Annexure VI to this Annual Report. The Auditor's Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended 31^st March 2025.

The provisions of Cost Audit as prescribed under Section 148 of the Act, are not applicable to the Company.

As required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015, the Management Discussion and Analysis of the financial condition and results of operations of the

Company under review is provided as Annexure V and forms a part of this report.

Pursuant to clause 15(2)(a) of Listing Regulations, compliance with Corporate Governance provisions as specified under

Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D, and E of Schedule V of

Listing Regulations are not applicable to the Company; however, the Company operates with well-defined risk management policy to identify measures to mitigate various business risks. The copy of the Risk Management Policy is uploaded on the website of the Company at http://www.pentokey.com/pdf/Risk-Management-Policy.pdf. This framework seeks to create transparency, minimize adverse impact on the business objective and enhance the Company's competitive advantage and thus helps is managing market, credit and operations risks.

In compliance with the provisions of Section 177, the Company has established a Vigil Mechanism Policy, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, instances of financial irregularities, mala-fide manipulation of Company's records or violation of the Company's Code of Conduct & Ethics. This mechanism also provides for adequate safeguards against victimization of director(s)/employee(s) of the Company who report unethical practices or irregularities. The Vigil Mechanism Policy is uploaded on the website of the Company at http://www.pentokey.com/pdf/Vigil-Mechanism- Policy-New.pdf

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated persons of the Company, as per SEBI (Prohibition of Insider Trading) Regulations, 2015.

As per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

(‘Act') and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC). No complaints have been received on Sexual harassment for the financial year ending 31 ^st March 2025. The Company is committed to providing a safe and conducive work environment.

The analysis of the cases is as follows:

Pursuant to Section 135 of the Companies Act, 2013 read with rules of Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company is not required to frame Corporate Social Responsibility Committee and Corporate Social Responsibility Policy.

The Company has a sound internal control system, which ensures monitoring implementation of the action plans emerging of the Audit Committee includes reviewing the effectiveness of the out ofinternalauditfindings. internal control environment. The Audit Committee of the Board addresses issues raised by both, the Internal Auditors and the Statutory Auditors of the Company. During the financial year under review, no material or serious observation has been received from the Statutory or Internal Auditors of the Company.

During the year under review, the Statutory Auditors of the Company had not reported any matter under Section 143(12) of the Act. Therefore, disclosure is not applicable in terms of Section 134(3)(ca) of the Act.

The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise. b) Insolvency and Bankruptcy Code ("IBC")

There are no applications or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company. c) Material changes & commitments affecting the financial position of the Company:

There are no material changes and commitments affecting the financialposition of the Company which have occurred from the end date of the financial year up to the date of this Board's Report.

The shares of the Company are listed at the BSE Limited (BSE). The applicable annual listing fees have been paid to BSE Limited.

The Company is generally in compliance with all the applicable mandatory Secretarial Standards as issued by the Institute of Company Secretaries of India (ICSI).

In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The main risks inter alia include strategic risk, operational risk, financial risk and compliances & legal risk.

The Board of Directors place on record appreciation for its business associates and shareholders for their continued support to the Company.