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Company Information

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PUNE E-STOCK BROKING LTD.

18 September 2025 | 12:00

Industry >> Finance & Investments

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ISIN No INE510U01018 BSE Code / NSE Code 544141 / PESB Book Value (Rs.) 92.69 Face Value 10.00
Bookclosure 31/08/2024 52Week High 224 EPS 11.70 P/E 16.23
Market Cap. 297.37 Cr. 52Week Low 121 P/BV / Div Yield (%) 2.05 / 0.00 Market Lot 800.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

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