Your Directors in presenting 18th 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 18th 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 4th 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 31st 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 31st 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 25th, 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 31st March 2024 in view of completion of term of 5 years commenced from 1st 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 1st April 2024 for a term of five consecutive years in its meeting held on 28th 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 31st March 2024 in view of completion of term of 5 years commenced from 1st 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 28th August 2023 w.e.f 1st 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 31st 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 31st 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 1st April 2024 to 31st 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 31st July, 2024 appointed M/s Siddharth Anil Ostwal and Co. Chartered Accountants, as Internal Auditors of the Company for the period from 1st April 2024 to 31st 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
|