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డైరెక్టర్ల నివేదిక Shree Pacetronix Ltd.

Mar 31, 2025

Your Directors have the immense pleasure of presenting the 37^th (Thirty Seventh) Directorâs Report of Shree Pacetronix Limited, together with the Standalone and Consolidated Audited Financial Statements for the year ended 31^st March, 2025.

1. STATE OF AFFAIRS, FINANCIAL PERFORMANCE AND FUTURE OUTLOOK:

a. Financial Performance

The financial highlights and summarized financial results of the Company are given below:

(In Rupees Hundred)	STANDALONE		CONSOLIDATED
	Year ended 2024-2025	Year ended 2023-2024	Year ended 2024-2025	Year ended 2023-2024
PARTICULARS	Year ended 2024-2025	Year ended 2023-2024	Year ended 2024-2025	Year ended 2023-2024
Revenue from operations	16,80,316.60	22,04,050.40	16,80,316.60	22,04,050.40
Other Income	11,597.46	13,588.79	12,147.48	14065.31
Total Expenses [excluding interest & depreciation]	14,60,213.46	16,37,031.45	14,49,195.55	16,24,137.71
Profit before Interest, Depreciation & Tax	2,31,700.6	5,80,607.74	2,43,268.53	5,93,978.00
Less: Depreciation	69,903.19	81,957.27	80,777.71	95,235.07
Less: Interest	57,745.71	36,369.38	58,184.39	36,497.24
Profit/(Loss) Before Tax	1,04,051.70	4,62,281.09	1,04,306.43	4,62,245.69
Less: Tax Expenses
Current Tax	34,350.00	1,33,590.95	34,350.00	1,33,590.95
Deferred Tax	(5,602.30)	(7144.70)	(5,038.20)	(7153.90)
Net Profit/(Loss) after Tax	75,304.00	3,35,834.83	74,994.63	3,35,808.64
Attributable to:
Equity Holders	-	-	74,994.90	3,35,808.64
Non-controlling interest	-	-	(0.27)	0.00
Add: Amount brought forward from Last Year	8,82,702.07	5,46,867.23	8,70,361.85	5,34,553.22
Balance carried forward to Balance Sheet	9,58,006.07	8,82,702.07	9,45,356.75	8,70,361.85

The Companyâs financial statements for the year ended 31^st March, 2025 are the financial statement''s prepared in accordance with Indian Accounting Standards (IND-AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time and as applicable.

Standalone: During the Financial Year ended on 31^st March, 2025, your Company has achieved on standalone basis an operational turnover and other income of Rs. 16,91,914.06/- (Rs. In Hundred) as against an operational turnover and other income of Rs. 22,17,639.19/- (Rs. In Hundred) in the previous Financial Year and the Profit after Tax of Rs. 75,304/- (Rs. In Hundred) as against Profit after Tax of Rs. 3,35,834.83/- (Rs. In Hundred) in the previous Financial Year.

b. Performance of Subsidiary and overall contribution to the performance of the Company

The Company has one subsidiary named ''Shree Coratomic Limitedâ. On consolidated basis, your Company has achieved operational turnover and other income of Rs. 16,92,464.08/- (Rs. In Hundred) as against an operational turnover and other income of Rs. 22,18,115.71/- (Rs. In Hundred) in the previous Financial Year and the Profit after Tax of Rs. 74,994.63/- (Rs. In Hundred) as against Profit after Tax of Rs. 3,35,808.64/-(Rs. In Hundred) in the previous Financial Year. The Company and its subsidiary on its standalone basis reported Profits during the year and there overall performance has increased as against the previous financial year.

c. Operations And Future Outlook

Shree Pacetronix Ltd continues to stand as a distinguished player in the global pacemaker market, delivering critical medical devices that regulate heart rhythms and improve the quality of life for patients suffering from cardiac conditions such as arrhythmias and heart failure. Our pacemakers, implanted under the chest by skilled cardiologists, remain at the forefront of cardiac treatment technologies. In FY 2025, we reaffirm our commitment to innovation, quality, and patient care as we deepen our engagement with healthcare providers and expand our global presence.

Our operations are built on a solid foundation of extensive research and development, focusing on breakthroughs that enhance device longevity, safety, and connectivity. Innovations such as longer-lasting batteries, advanced remote monitoring capabilities, and next-generation leadless and MRI-safe pacemakers are key pillars of our R&D agenda. These developments not only improve clinical outcomes but also align with evolving patient needs and healthcare provider expectations, allowing us to maintain a competitive edge in the rapidly advancing pacemaker industry.

The Indian pacemaker market is experiencing robust growth. Valued at approximately USD 220.75 million in 2024, it is projected to reach USD 299.07 million by 2030, reflecting a compound annual growth rate (CAGR) of 5.15% as compared to Previous year of approximately 5.4%. This expansion is driven by factors such as an aging population, increasing prevalence of cardiovascular diseases, and advancements in pacemaker technologies, including leadless and MRI-compatible devices. Government initiatives like ''Make in India'' and ''Ayushman Bharat Yojana are further supporting the growth of the domestic pacemaker industry by promoting local manufacturing and making cardiac care more accessible. For Shree Pacetronix Ltd, aligning with these market trends and focusing on innovation and affordability could be key to capitalizing on the sector''s growth prospects

As we look ahead to the next 40 years, Shree Pacetronix Ltd is steadfast in its commitment to pioneering advancements in cardiac device technology. Rooted deeply in Indiaâs vibrant innovation ecosystem and driven by a mission to improve patient outcomes globally, we aim to evolve as a world-renowned leader in the cardiac care industry. Building on over three decades of heritage, quality craftsmanship, and selfreliance, we are dedicated to creating sustainable value and transformative health solutions that will benefit patients, partners, and communities for generations to come.

d. Change in nature of Business

During the year there was no change in business activity of the company.

e. Capital Structure

During the Financial Year 2024-25, there was no change in the capital structure of the Company.

> Authorized Share Capital

The authorized share capital of the Company is Rs. 5,00,00,000/- (Rupees Five Crores) divided into 50,00,00 (Fifty lakh) Equity Shares of Rs. 10/- each.

> Paid Up Share Capital

The paid-up equity share capital of the Company is Rs. 3,59,94,000/- (Rupees Three Crores Fifty Nine Lakhs Ninety Four Thousand Only) divided into 3,59,400 (Rupees Three Lakh Fifty Nine Thousand Four Hundred Only) Equity Shares of Rs. 10/- each.

During the year under review, the Company has not issued shares with differential voting right neither granted stock option nor sweat equity. Further the Company not issued any debenture bonds and any nonconvertible securities.

The Companyâs equity shares are listed with the Bombay Stock Exchange Limited.

â¢ Issue of Equity Shares with Differential Rights:

During the period under review, the Company has not issued any Equity Shares with Differential Rights.

â¢ Issue of Employee Stock Options:

During the period under review, the Company has not issued any Employee Stock Options as stated in Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014).

â¢ Issue of Sweat Equity Shares:

During the period under review, the Company has not issued any sweat equity shares as specified in Rule 8(13) of Companies (Share Capital and Debenture Rules, 2014).

f. Revision of Annual Financial Statements

There was no case of revision in financial statements during the year.

2. TRANSFER TO RESERVES

During the year the Company has not transferred any amount to the general reserves or any other reserves as the Company retains the entire amount of profits as retained earnings.

3. DIVIDEND

Your Directors have not recommended any Dividend for the year under review.

4. DEPOSITS

During the year under review, the Company did not accept any deposits within the meaning of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

During the Financial Year 2024-25, there have been no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year as on 31st March, 2025.

Subsequent to the end of the financial year 2024-25 and up to the date of this Report, the following material changes and commitments have occurred which may have an impact on the financial position of the Company, subject to the approval of the shareholders in the ensuing Annual General Meeting:

1. The Board of Directors, in its meeting held on 07th August, 2025, has proposed the issuance and allotment of 75,150 fully paid-up equity shares on a preferential basis to a promoter of the Company.

2. The Board has also approved the issuance and allotment of 225,450 convertible warrants on a preferential basis by way of private placement to a person belonging to the promoter category ("preferential issue").

6. Annual Return

Pursuant to provisions of Section 134(3)(a) and Section 92(3) of the Companies Act,

2013 read with Rule 12(1) of the Companies (Management and Administration) Rules,

2014 as amended from time to time, the Annual Return of the Company for Financial

Year 2024-25 is available on the Companyâs website at web link

https://www.pacetronix.com/investor-corner/other-shareholders-information/.

7. Subsidiary. Associate Companies or loint Ventures of the Company

Subsidiary:

The Company has one Indian subsidiary âShree Coratomic Limitedâ

(CIN:U33112MP1995PLC008917). In accordance with Section 129 of the Companies Act, 2013, a separate statement containing salient features of the financial statement of the subsidiary of the Company forms part of Annual Report in the prescribed Form AOC-1 as Annexure I.

Further, the Company has also formulated a policy for determining âmaterialâ subsidiary which is available on the website of the Company at www.pacetronix.com.

Associate Company or Joint Venture: The Company does not have any joint venture or associate Company at the beginning or closing or any time during the year 2024-2025.

8. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company and its subsidiary, which forms part of this Annual Report is prepared in accordance with the relevant Indian Accounting Standards (IND-AS) as per the Companies (Indian Accounting Standards) Rules, 2015 as amended and notified under Section 133, as applicable along with other relevant provisions of the Act.

During the year under review, no Company has become or ceased to be a subsidiary of the Company.

In terms of Section 136 of the Companies Act, 2013 (''the Actâ), the Financial Statements of the subsidiary and related detailed information will be kept at the Registered Office of the Company and also at the registered office of the Subsidiary Company and will be available to the members of the Company on their request. They are also available on the website of the Company at www.pacetronix.com.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2024-2025, all contracts/ arrangements/ transactions entered into by the Company with its related parties were reviewed and approved by the Audit Committee and the Board. Prior omnibus approvals were obtained from the Audit Committee for related party transactions which were of repetitive nature, entered in the ordinary course of business and on an armâs length basis. No transaction with any related party was in conflict with the interest of the Company.

All Related Party Transactions that were entered into during the financial year were on an armâs length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (''the Actâ) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

There are no material contracts or arrangements or transactions during the year. Thus, the disclosure in Form AOC-2 under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

The Company has adopted a Related Party Transactions Policy and the same is uploaded on the Companyâs website https://www.pacetronix.com/investor-corner/policies/.

Suitable disclosures as required under Indian Accounting Standards (Ind AS-24) have been made in the Note-32 to the Standalone financial statements.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the year ended 31^stMarch, 2025, the Board of Directors comprised of two Executive directors and Three Non-Executive Independent Directors, which includes two Independent Women Director. The Company has one Chief Financial Officer and a Company Secretary.

Independent Directors:

The Independent Directors on the Board of the Company comprise of Ms. Manali Tongia (DIN : 09542172), Ms. Somya Chhabra (DIN:09597296) and Mr. Chandragupt Jain (DIN : 10262427) as on year ended 31^st March 2025.

Declaration by Independent Directors

All Independent Directors of the Company have furnished a declaration pursuant to Section 149(7) of the Companies Act, 2013 affirming compliance to the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Director during the year. Independent Directors have also submitted declaration that they have registered themselves on the online data bank of Indian Institute of Corporate Affairs (IICA) in accordance with the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019.

Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specified in the Companies Act, 2013 and the Rules made there under and as per Regulation 25 of SEBI (LODR) Regulations, 2015.

Independent Directors are not liable to retire by rotation, in terms of Section 149(13) of the Act.

Change in Directors and Key Managerial Personnel:

Re-appointment of Managing Director of the Company:

During the year under review, based on the recommendation of Nomination and Remuneration Committee the company has re-appointed Mr. Atul Kumar Sethi (DIN-00245685) as a Managing Director of the Company for a further period of three (3) years commencing from 01st December, 2025 to 30th November 2028 in the Board meeting held on 07^th August, 2025 subject to the approval of the shareholders in the Annual General Meeting of the Company and who shall be liable to retire by rotation, upon the terms and conditions.

Resignation and Appointment of Company Secretary after the end of Financial Year ended 31^st March, 2025:

After the end of the Financial Year 2024-25, Mr. Yash Bagora has resigned from the position of the Company Secretary of the Company in the Board meeting held on 30^th May, 2025 with effect from closure of Working hours of 31^st May, 2025 and Ms. Rupali Ahire is appointed as a Company secretary of the Company in the Board meeting held on 30^th May, 2025 w.e.f. 01^stJune, 2025.

Director liable to Retire by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Atul Kumar Sethi (DIN- 00245685), Managing Director of the Company is liable to retire by rotation and being eligible, offers himself for reappointment at the ensuing 37^thAnnual General Meeting.

Disqualifications of Directors:

During the year declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. The Board appraised the same and found that none of the director is disqualified for holding office as director.

Further the Certificate from Practicing Company Secretary certifying that none of the directors of the company disqualified for holding office as director of the Company is enclosed with this Board Report.

11. COMMITTEES OF THE BOARD OF DIRECTORS

The Board has three committees which have been constituted in compliance with the requirements of the relevant provisions of applicable laws and statutes. The following are the details of the Board Committees during the Financial Year 2024-2025:

Committees of the Board of Directors

		a. Audit Committee
		b. Nomination & Remuneration Committee
		c. Stakeholders Relationship Committee
a. Audit Committee:
S.no.		Name of Director	Category
1		Ms. Manali Tongia	Chairman, Independent director
2	Ms. Somya Chhabra		Member, Independent director
3	Mr. Chandragupt Jain		Member, Independent director
b. Stakeholder Committee:
S.no.		Name of Director	Category
1		Ms. Manali Tongia	Chairman, Independent Director
2	Ms. Somya Chhabra		Member, Independent Director
3	Mr. Chandragupt Jain		Member, Independent Director
c. Nomination and Remuneration Committee:
S.no.		Name of Director	Category
1	Ms. Manali Tongia		Chairman, Independent Director
2	Ms. Somya Chhabra		Member, Independent Director
3	Mr. Chandragupt Jain		Member, Independent Director

Audit Committee

At the year ended 31^st March, 2025, the Company has an adequately qualified and experienced Audit Committee with Ms. Manali Tongia as Chairperson, Ms. Somya Chhabra, as Member and Mr. Chandragupt Jain as Member. The recommendations of the Audit Committee were duly approved and accepted by the Board during the year under review.

The details with respect to other Committees, their compositions, powers, roles and terms of reference, Meetings held and attendance of the Directors at such Meetings of the Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Report.

12. MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

a. Board Meetings: During the year under review the Board has met 04 (Four) times viz. 30^thMay, 2024; 10^th August, 2024; 19^th October 2024; and 28^th January, 2025.

The details of meetings of the Board and the attendance of Directors at such Meetings are provided in the Corporate Governance Report.

b. Committee Meetings: During the year under review, the Committees duly met and the details of the Meetings held and attendance at such Meetings, are provided in the Corporate Governance Report.

c. Separate Meeting of Independent Director: During the year under review, a separate meeting of Independent Directors was held on 29^th March, 2025. Details of the attendance of the Directors at such Meeting and detail about familiarisation programme, is provided in the Corporate Governance Report.

13. NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has formulated a policy relating to the remuneration for the Directors, Key Managerial Personnel (KMP) and other Senior Management Personnel which is being approved and adopted by the Board and has been posted on the website of the Company and can be accessed through web link https://www.pacetronix.com/investor-corner/policies/.

Salient Features of the policy: The policy covers the following:

1. Definitions

2. Objective of the Committee

3. Appointment Criteria for Directors and Key Management Personnel.

4. Additional Criteria for Appointment of Independent Directors.

5. Tenure of the Directors.

6. Removal of the Director, KMP or Senior Management Personnel

7. Remuneration Criteria for Non Executive Directors,

8. Remuneration criteria for Directors& Key Managerial Personnel & senior management.

9. Criteria for Evaluation of Performance of Independent Directors and the Board of Directors.

The Nomination and Remuneration Policy of the Company is placed on the Companyâs website at http://www.pacetronix.com/investor-corner/policies/.

Other Policies:

The other policies adopted by the Company pursuant to the provisions of the Companies Act, 2013 and SEBI Regulations are placed on the Companyâs website at http://www.pacetronix.com/investor-corner/policies/.

14. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of section 134(3)(p) of Companies Act 2013 and Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Guidance Note on Board Evaluation issued by the Institute of Company Secretaries of India and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017, the Nomination and Remuneration Committee of the Company has defined the evaluation criteria and procedure for the Performance Evaluation process for the Board, its Committees and Directors.

The Board of Directors has carried out an annual performance evaluation of its own performance, the Directors and the Committees. Performance evaluation of independent Directors was in accordance with Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which is done by the entire board, excluding the director being evaluated. The performance evaluation of the Executive Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole. The criteria on the basis which the evaluation has been carried out are explained in the Corporate Governance Report.

The performance of the board was evaluated by the board after seeking inputs from all the Directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The performance of the committee was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of the committee, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual director on the basis of criteria such as the contribution of the individual directors to the board and committee meeting like preparation on the issues to be discussed, meaningful and constructive contribution and inputs in meeting, etc.

15. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of the Annual Accounts for the financial year ended 31^stMarch, 2025, the applicable Accounting Standards have been followed along with proper explanation relating 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 at the end of the financial year 31^st March 2025 and of the profit for the year ended on that period.

c. The Directors have taken 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 frauds and other irregularities.

d. The Directors had prepared the annual accounts on a going concern basis.

e. The Directors have 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 have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

16. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, IOINT VENTURES OR ASSOCIATE COMPANIES

During the period under review no new Company has become or ceased to become Subsidiaries, Joint Ventures or Associate Companies, however Shree Pacetronix Limited is the Holding Company of Shree Coratomic limited (Subsidiary Company).

17. AUDITORS:

a. Statutory Auditors

Pursuant to the provisions of section 139 of the Act and the rules framed there under, at the 33^rd Annual General Meeting held on 29^th September 2021, M/s S.R. Naredi & Co., Chartered Accountants (ICAI Firm Registration No. 002818C) were appointed for a term of five consecutive years as Statutory Auditors of the Company to hold office till the conclusion of 38^th Annual General Meeting to be held in the calendar year 2026.

The Company has received a certificate from the Statutory Auditors confirming their eligibility and willingness for their appointment and affirmation that the appointment is in accordance with Section 139 read with Section 141 of the Act.

In accordance with Notification No. GSR 432(E) issued on 07^th May, 2018 by the Ministry of Corporate Affairs the appointment of statutory auditors is not required to be ratified at every Annual General Meeting.

Auditor Remark:

As disclosed in Note No. 2 to the standalone financial statements, the Company holds a longterm investment of ^80.00 lakhs in its Subsidiary, which had undertaken a Cochlear Implant Project. Over the past eight years, the Subsidiary has incurred cumulative project-related expenditure amounting to ^92.63 lakhs. However, the project has remained suspended for the last two financial years, with no additional capital outlay during this period.

Despite the investment being carried at cost in the standalone financial statements, the extended suspension of the project has necessitated an assessment of the recoverability of the carrying value of this investment. Management has represented that the project is expected to recommence in the near future.

The impairment assessment involves significant judgement, including evaluation of future business plans, estimated cash flows, and the expected timing and viability of project execution. Given the inherent subjectivity and the materiality of the investment, we considered this as a matter of significance in assessing the appropriateness of the carrying value of the investment in the Subsidiary.

Board Remarks:

The Board of Directors has taken note of the auditor''s observation regarding the Companyâs investment of ^80 lakhs in its Subsidiary, which had undertaken the Cochlear Implant Project and has remained suspended for the past two financial years.

The Board would like to clarify the following:

1. The project continues to hold strategic and commercial relevance in the healthcare sector, and the demand for such products remains promising in the market.

2. The Subsidiary is actively working towards restarting the project, including making technical improvements, seeking necessary regulatory approvals, and exploring partnerships.

3. Based on the internal impairment assessment carried out by the management, no loss in the carrying value of the investment is considered necessary at this stage.

4. The Board is closely monitoring the progress of the project and associated risks, and assures that appropriate action will be taken as and when required.

In view of the above, the Board believes that it is reasonable to continue carrying the investment at its current value in the standalone financial statements.

Further, the Board of Directors have also taken on record the Remark of Auditor with respect to Audit Trail (edit log) facility at Kolkata Branch and duly adopted and installed the accounting software for the same for maintaining its books of account for Financial year 2024-25.

Reporting of fraud by Statutory Auditors

There was no fraud in the Company, which was required to report by statutory auditors of the Company under sub-section (12) of section 143 of Companies Act, 2013.

b. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors had appointed Mrs. Shraddha Jain, Practicing Company Secretary, as the Secretarial Auditor of the Company for the financial year 2024-25. Secretarial Audit Report issued by Mrs. Shraddha Jain, Practicing Company Secretary, Indore [(Membership Number: 39488 and C.P. No.: 14717) (Peer Review No.: 1765_2022)] in Form MR-3 is enclosed vide Annexure II forming part of this report and does not contain any qualification. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks or disclaimer.

The Securities and Exchange Board of India (SEBI) has amended Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 whereby Shareholders, on the recommendation of Board of Directors, may appoint or re-appoint a Secretarial Auditor as Secretarial Auditors for not more than two terms of five consecutive years, in the Annual General Meeting.

Accordingly, the Board of Directors recommends to the Shareholders, the appointment of Mrs. Shraddha Jain, Practicing Company Secretary, as Secretarial Auditors, for a term of five consecutive years, from the financial year 2025-26 till the financial year 2029-30. The Company has received consent and eligibility certificate from Mrs. Shraddha Jain, Practicing Company Secretary, to serve as Secretarial Auditors of the Company, if they are appointed. Mrs. Shraddha Jain, Practicing Company Secretary, holds a valid Peer Review Certificate No. 1765_2022, issued by the Institute of Company Secretaries of India.

c. Cost Record and Cost Audit

The Company does not fall within the provisions of Section 148 of Companies Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014 as amended from time to time, therefore no such records required to be maintained.

d. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13(1)(a) of Companies (Accounts) Rules, 2014, the Board of Directors of the Company have appointed M/s. Shreyash Sethiya & Associates Chartered Accountant, Indore (Firm Registration No. 033148C), to conduct Internal audit of the Company for the financial year 2024-2025.

18. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

Your Company has comprehensive Internal Financial Controls system for all major processes including financial statements to ensure reliability of reporting. The system also helps management to have timely data on various operational parameters for effective review. It also ensures proper safeguarding of assets across the Company and its economical use. The internal financial controls system of the Company is commensurate with the size, scale and complexity of its operations. The system and controls are periodically reviewed and modified based on the requirement.

The internal and operational audit for financial year 2024-2025 is entrusted to M/s. Shreyash Sethiya & Associates Internal Auditors. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. Based on the audit observations & suggestions, follow up & remedial measures are being taken on a regular basis.

The internal control are regularly tested for design and operational effectiveness by the management and through internal audits, where applicable. During the under review, no reportable material weakness in the operation of internal financial controls was observed.

The Board is of opinion that the internal financial controls with reference to the financial statements are adequate and operating effectively.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the Financial Year 2024-2025, your Company has not given any loan, guarantee or made investments in any body corporate in terms of section 186 of the Companies Act, 2013. Details of investment and guarantee covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note No.3 forming part of the financial statements of the Company.

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

The details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached as Annexure III to this report.

21. RISK MANAGEMENT

The Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner. The Company as part of business strategy has in place a mechanism to identify, assess, monitor risks and mitigate various risks with timely action.

22. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the provisions of the Section 135 of the Companies Act, 2013 and the rules made their under. Hence the obligations under section 135 of the Companies Act, 2013 are not applicable to the Company.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there are no significant or material orders passed by the Regulators/ Courts which would impact the future operations/ going concern status of the Company.

24. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014, SEBI (PIT) Regulations, 2015 and SEBI (LODR) Regulations, 2015, the Company has in place a Vigil Mechanism Policy under which the employees are free to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy. The policy is posted on the website of the Company at https://www.pacetronix.com/investor-corner/policies/. It is hereby affirmed by the Board that no personnel have been denied access to the Audit Committee to lodge their grievances.

25. COMMISSION RECEIVED BY DIRECTORS FROM HOLDING/SUBSIDIARY COMPANY

None of the directors has received any commission from the subsidiary Company during the financial year 2024-2025 and the Company does not have any holding Company.

26. DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The prescribed particulars of employees required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure IV and forms the part of this Board Report.

27. PARTICULARS OF EMPLOYEES

During the year, there was no employee drawing remuneration in excess of Rs. 1,02,00,000/-p.a. or Rs. 8,50,000/- p.m. Accordingly, information required to be given pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has not been given here.

Further, during the year, none of the employees (other than directors of the Company) along with his spouse and dependent children holds two percent of the equity shares of the Company.

Further the particulars of top ten employees in terms of remuneration drawn required under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended and name of employees receiving remuneration in excess of that drawn by the Managing Director or Whole-time director is enclosed as Annexure V and forms the part of this Board Report.

28. CHIEF FINANCIAL OFFICER AND MANAGING DIRECTOR CERTIFICATION

As required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director and Chief Financial Officer of the Company have certified to the Board regarding the Financial Statements for the year ended 31^st March, 2025 which is enclosed as Annexure VI and forms the part of this Board Report.

29. COMPLIANCES ON SECRETARIAL STANDARDS

During the period under review, the Company has complied with all the applicable Secretarial Standards i.e. Revised SS-1(Board Meetings) & Revised SS-2(Annual General Meeting) as issued by the Institute of Company Secretaries of India in both letter and in spirit.

30. VOTING RIGHTS OF EMPLOYEES

During the year under review the company has not given loan to any employee for purchase of its own shares as per section 67(3)(c) of Companies Act, 2013.

31. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not issued shares under employeeâs stock options scheme pursuant to provisions of Section 62 read with Rule 12 of Companies (Share Capital and Debenture) Rules, 2014.

32. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

The Company has not issued sweat equity shares pursuant to provisions of Section 54 read with Rule 8 of Companies (Share Capital and Debenture) Rules, 2014 during the Financial Year.

33. CORPORATE GOVERNANCE REPORT

As per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 [âSEBI (LODR) Regulations, 2015â] the corporate governance provisions as specified in Regulations 17,17A, 18, 19, 20, 21, 22, 23, 24,24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable on the Company as the paid up capital of the Company is less than Rs. 10 Crores and the net worth of the Company is less than Rs. 25 Crores as on the last day of the immediate previous financial year.

Hence on 17^th July, 2024 your Company intimated to Stock exchange regarding non applicability of above corporate governance provisions for the financial year 2024-2025. However your Company has voluntary followed Corporate Governance Practice as far as possible.

As a good corporate governance practice, your Directors present the Report on Corporate Governance provisions as prescribed under SEBI (LODR) Regulations, 2015 for the year ended 31^st March 2025 to have more transparency and disclosures, and the same is attached with this report as Annexure - VII.

Certificate from Practicing Company Secretary confirming compliance of the Corporate Governance Practice is also attached as Annexure-VIII to this Report.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report in pursuance of requirement of Para B of Schedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure - IX and forms the part of this Board Report.

35. LISTING AT STOCK EXCHANGE

The Equity shares of the Company are listed on BSE Limited, Mumbai and the Listing Fee for the year 2024-2025 has been duly paid.

The Company has complied with SEBI (LODR) Regulations, 2015 including payment of Annual Listing Fees up to March 31, 2025 to BSE Limited.

36. COMPLIANCE OF SECRETARIAL STANDARD

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetingsâ, respectively, have been duly followed by the Company.

37. INSURANCE

The Companyâs assets are adequately insured against the loss of fire and other risks, as consider necessary by the Management from time to time.

38. BUSINESS RESPONSIBILITY SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to the Company for the financial year ending March 31, 2025.

39. DEPOSITORY SYSTEM

The Companyâs shares are tradable compulsorily in electronic form and the Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL).As per the SEBI (Listing Obligations & Disclosure Requirements) (Fourth Amendment) Regulations, 2018, vide Gazette notification dated June 8, 2018 and November 30, 2018, Share transfer shall be mandatorily carried out in dematerialized form only w.e.f from April 1, 2019. In view of the notification, members are requested to avail the facility of Dematerialization of the Companyâs shares on either of the Depositories mentioned as aforesaid.

40. PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE E-VOTING AND E-VOTING AT THE AGM:

Your Company is providing E-voting facility as required under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through VC/OVAM and no physical meeting will be held and your company has make necessary arrangements with CDSL to provide facility for remote e-voting and e-voting at AGM. The details regarding e-voting facility is being given with the notice of the Annual General Meeting.

41. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companyâs policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

42. INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year. Your Directors recognize and appreciate the sincere, hard work, loyal, dedicated efforts and contribution of all the employees in the growth and performance of the Company during the year.

The Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing processes at the Companyâs plant and facilities to maintain high awareness levels. The Company as a policy re-evaluates safety standards and practices from time to time in order to raise the bar of safety for its people as well as users and customers.

43. DISCLOSURES AS REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 AND CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Policy has also been posted on the website of the Company and can be accessed through web link http://www.pacetronix.com/wpcontent/uploads/2019/10/Sexual%20Harassment%20Polic ypdf.

Pursuant to Section 4 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Directors has constituted Internal Complaints Committee in the Company for the purpose of redressal of the complaints of the women employees and for rendering all assistance to the woman employee making the complaint.

The details of complaints during the financial year are as follows:

â¢ Number of complaints of Sexual harassments received during	Nil
the year
â¢ Number of complaints disposed of during the year	Nil
â¢ Number of cases pending for more than 90 days	Nil
â¢ Number of awareness programmes conducted	Nil

During the year under review, the Company has not received any grievance/complaint from any women employee.

44. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) AND THEIR STATUS:

There are no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

45. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANS FROM THE BANKS OR FINANCIAL INSTITUTION ALONG WITH THE REASONS THEREOF:

There are no such events occurred during the period from 01^st April,2024 to 31^st March, 2025, thus no valuation is carried out for the one-time settlement with the Banks or Financial Institutions.

46. A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961.

The company has complied with the applicable provisions of the Maternity Benefit Act, 1961. It has ensured that all eligible female employees are extended the benefits mandated under the act, including paid maternity leave, nursing breaks, and protection from dismissal during the maternity leave.

The company remains committed to provide a safe, supportive and inclusive work environment and continues to implement policies that support the health and well being of women employees, especially during maternity and post maternity periods.

47. ACKNOWLEDGEMENTS

Your Directors place on record, their sincere appreciation and deep gratitude to all the Government and semi government departments and Companyâs Bankers, for the assistance and co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Customer, Vendors, Employees and all other stakeholders for valuable contribution in the working and growth of the Company.

Mar 31, 2024

Your Directors have immense pleasure in presenting 36^th Board''s Report of Shree Pacetronix Limited, together with the Standalone and Consolidated Audited Financial Statements for the year ended 31^st March, 2024.

1. State of Affairs, Financial Performance and Future Outlook:

a. Financial Performance

The financial highlights and summarized financial results of the Company are given below:

(In Rupees Hundred)
	STANDALONE		CONSOLIDATED
PARTICULARS	Year ended 2023-2024	Year ended 2022- 2023	Year ended 2023-2024	Year ended 2022- 2023
Revenue from operations	22,04,050.40	20,19,351.65	22,04,050.40	20,25,546.43
Other Income	13,588.79	8,708.81	14065.31	9,153.90
Total Expenses [excluding interest & depreciation]	16,37,031.45	14,80,787.38	16,24,137.71	14,85,113.10
Profit before Interest, Depreciation & Tax	5,80,607.74	5,47,273.08	5,93,978.00	5,49,587.23
Less: Depreciation	81,957.27	62,861.54	95,235.07	62,862.70
Less: Interest	36,369.38	24,690.86	36,497.24	24,690.860
Profit/(Loss) Before Tax	4,62,281.09	4,59,720.68	4,62,245.69	4,62,033.67
Less: Tax Expenses
Current Tax	1,33,590.95	1,43,803.25	1,33,590.95	1,44,302.09
Deferred Tax	(7144.70)	(8,842.90)	(7153.90)	(8,235.00)
Net Profit/ (Loss) after Tax	3,35,834.83	3,24,760.32	3,35,808.64	3,25,966.58
Attributable to:
Equity Holders	-	-	3,35,808.64	3,25,965.53
Non-controlling interest	-	-	0.00	1.05
Add: Amount brought forward from Last Year	5,46,867.23	2,22,106.90	5,34,553.22	2,08,587.69
Balance carried forward to Balance Sheet	8,82,702.07	5,46,867.23	870,361.85	5,34,553.22

The Company''s financial statements for the year ended March 31, 2024 are the financial statements prepared in accordance with Indian Accounting Standards (IND-AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time and as applicable.

Standalone: During the Financial Year ended on 31^st March, 2024, your Company has achieved on standalone basis an operational turnover and other income of Rs. 2217.64 Lakhs as against an operational turnover and other income of Rs. 2028.06 Lakhs in the previous Financial Year and the Profit after Tax of Rs. 335.83 Lakhs as against Profit after Tax of Rs. 324.76 Lakhs in the previous Financial Year.

b. Performance of Subsidiary and overall contribution to the performance of the Company

The Company has one subsidiary named ''Shree Coratomic Limited''. On consolidated basis, your Company has achieved operational turnover and other income of Rs. 2218.11 Lakhs as against an operational turnover and other income of Rs. 2034.70 Lakhs in the previous Financial Year and the Profit after Tax of Rs. 335.81 Lakhs as against Profit after Tax of Rs.325.70 Lakhs in the previous Financial Year. The Company and its subsidiary on its standalone basis reported Profits during the year and there overall performance has increased as against the previous financial year.

c. Operations And Future Outlook

The global pacemakers market is experiencing growth driven by an aging population, increasing prevalence of cardiac conditions, and advancements in healthcare technology. Government initiatives, including enhanced reimbursement policies worldwide, are further shaping this sector. This evolving landscape presents significant opportunities for pacemaker manufacturers globally. By focusing on innovation, expanding into emerging markets, and forming strategic partnerships, your company can lead in cardiac treatment, driving growth and benefiting patients globally.

In India, the majority of market players are international companies, leading to intense competition. Our company aims to expand its footprint significantly in the Indian market in the coming years while also serving international markets, contributing to saving foreign exchange. Our commitment to growth includes prioritizing revenue enhancement, cost efficiency, and improving overall margins, all while fulfilling our responsibility towards societal welfare.

We have achieved a milestone of over 1,00,500 implants in India and beyond, thanks to our strong emphasis on research and development and our mission to serve our communities. The government''s "vocal for local" initiative underscores the importance of local brands achieving global recognition. India, with its rapid growth and significant market potential, particularly in medical devices, aligns with our more than 30 years of experience and our dedication to the "Make in India" and self-reliance vision.

Supportive measures from the Indian government, such as promoting indigenous manufacturing of advanced medical devices and production-linked incentive schemes, are set to further boost the domestic medical devices market''s growth trajectory.

d. Change in nature of Business

During the year there was no change in business activity of the company.

e. Changes in Share Capital

During the Financial Year 2023-2024 there was no change in capital structure of the Company. The paid up equity capital as on 31^st March, 2024 was Rs. 3,59,94,000/- (Rupees Three Crores Fifty Nine Lakhs and Ninety Four Thousand Only) divided into 35,99,400 equity shares of Rs. 10/- each. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock option or sweat equity shares. None of the Directors of the company hold instruments convertible into equity shares of the Company.

f. Revision of Annual Financial Statements

There was no case of revision in financial statements during the year.

2. Transfer to Reserves

During the year the Company has not transferred any amount to the general reserves or any other reserves as the Company retains the entire amount of profits as retained earnings.

3. Dividend

Your Directors have not recommended any Dividend for the year under review.

4. Deposits

5. Material changes and commitments after the end of Financial Year

Further there are no other material changes and commitments affecting financial position of the company which have occurred between the end of the financial year of the company to which financial statements relate and as on date of this report.

6. Annual Return

Pursuant to provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company for Financial Year 2023-24 is available on the Company''s website at weblink https://www.pacetronix.com/investor-corner/other-shareholders-information/.

7. Subsidiary, Associate Companies or Joint Ventures of the Company Subsidiary:

The Company has one Indian subsidiary "Shree Coratomic Limited" (CIN:U33112MP1995PLC008917). In accordance with Section 129 of the Companies Act, 2013, a separate statement containing salient features of the financial statement of the subsidiary of the Company forms part of Annual Report in the prescribed Form AOC-1 as Annexure I.

Further, the Company has also formulated a policy for determining ''material'' subsidiary which is available on the website of the Company at www.pacetronix.com.

Associate Company or Joint Venture: The Company does not have any joint venture or associate Company at the beginning or closing or any time during the year 2023-2024.

8. Consolidated Financial Statements

During the year under review, no Company has become or ceased to be a subsidiary of the Company.

In terms of Section 136 of the Companies Act, 2013 (''the ActO, the Financial Statements of the subsidiary and related detailed information will be kept at the Registered Office of the Company and also at the registered office of the Subsidiary Company and will be available to the members of the Company on their request. They are also available on the website of the Company at www.pacetronix.com.

9. Particulars of contracts or arrangements with Related Parties

During the financial year 2023-2024, all contracts/ arrangements/ transactions entered into by the Company with its related parties were reviewed and approved by the Audit Committee and the Board. Prior omnibus approvals were obtained from the Audit Committee for related party transactions which were of repetitive nature, entered in the ordinary course of business and on an arm''s length basis. No transaction with any related party was in conflict with the interest of the Company.

All Related Party Transactions that were entered into during the financial year were on an arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (''the ActO and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The Company has adopted a Related Party Transactions Policy and the same is uploaded on the Company''s website https://www.pacetronix.com/investor-corner/policies/.

Suitable disclosures as required under Indian Accounting Standards (Ind AS-24) have been made in the Note-38 to the Standalone financial statements.

10. Directors and Key Managerial Personnel

At the year ended 31^stMarch, 2024, the Board of Directors comprised of two Executive directors and Four Non-Executive Independent Directors, which includes two Independent Women Director. The Company has one Chief Financial Officer and a Company Secretary.

Independent Directors:

The Independent Directors on the Board of the Company comprise of Mr. Shushil Kumar Patni (DIN : 00245754), Ms. Manali Tongia (DIN: 09542172), Ms. Somya Chhabra(DIN:09597296) and Mr. Chandragupt Jain (DIN : 10262427) as on year ended 31^st March 2024.

However, Mr. Sushil Kumar Patni, Non- Executive Independent Director, ceased to be Director of the Company upon completion of term on closure of the business hours on March 31, 2024.

Declaration by Independent Directors

Independent Directors are not liable to retire by rotation, in terms of Section 149(13) of the Act.

Change in Directors and Key Managerial Personnel:

Retirement:

Mr. Sushil Kumar Patni (DIN: 00245754), Non executive Independent directors of the Company has retired from the Board w.e.f from the closure of business hours on 31^st March, 2024. Further, the said director have also confirmed that there is no material reason for their resignation as independent director.

Regularization of Directors:

During the year under review, based on the recommendation of Nomination and Remuneration Committeeand subject to the approval of members, the Board in its meeting held on Monday, 31^stJuly, 2023 approved the appointment of Mr. Chandragupt Jain (DIN: 10262427) as an Additional directors in the Category of NonExecutive Independent Director w.e.f. 1^st August 2023.

Further, in the 35^thAnnual General Meeting held on 15^th September, 2023, the members approved the appointment of Mr. Chandragupt Jain (DIN: 10262427) as Directors in the Category of Non-Executive Independent Directors of the Company for a term upto five consecutive years commencing from 01^st August, 2023 upto 31^stJuly, 2028.

Director liable to Retire By Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Akash Sethi (DIN: 08176396), Joint Managing Director of the Company is liable to retire by rotation and being eligible, offers himself for reappointment at the ensuing 36^thAnnual General Meeting.

Disqualifications of Directors:

11. Committees of the Board of Directors

Committees of the Board of Directors

a. Audit Committee

b. Nomination & Remuneration Committee

c. Stakeholders Relationship Committee

a. Audit Committee:

1. Sushil Kumar Patni* - Chairman, Independent Director

2. Manali Tongia - Member, Independent Director

3. Somya Chhabra - Member, Independent Director

b. Stakeholder Committee:

1. Sushil Kumar Patni *- Chairman, Independent Director

2. Manali Tongia - Member, Additional Independent Director

3. Atul Kumar Sethi - Member, Executive Director

c. Nomination and Remuneration Committee:

1. Sushil Kumar Patni* - Chairman, Independent Director

2. Manali Tongia - Member, Additional Independent Director

3. Somya Chhabra - Member, Additional Independent Director

*Mr. Sushil Kumar Patni, Non- Executive Independent Director, ceased to be Director of the Company upon completion of term on closure of the business hours on March 31, 2024.

Further, due to Changes in the Composition of Board of the Company, the Board of Directors of the Company at its meeting held on 29^th March, 2024, have approved the re-constitution of the Audit Committee, Nomination and Remuneration Committee and Stakeholders'' Relationship Committee with effect from Monday, 01^st April,2024. Post Reconstitution, the Composition of aforesaid Committees shall be as under:

a. Audit Committee:

1. Manali Tongia - Chairman, Independent Director

2. Somya Chhabra - Member, Independent Director

3. Chandragupt Jain#- Member, Independent Director

b. Stakeholder Committee:

1. Manali Tongia - Chairman, Independent Director

2. Somya Chhabra* - Member, Independent Director

3. Chandragupt Jain#- Member, Independent Director

c. Nomination and Remuneration Committee:

1. Manali Tongia - Chairman, Independent Director

2. Atul Kumar Sethi - Member, Independent Director

3. Somya Chhabra - Member, Independent Director

* Appointed as a member of Committee w.e.f. Monday, 01^st April, 2024.

# Appointed as a member of Committee w.e.f. Monday, 01^st April, 2024.

Audit Committee

At the year ended March 31, 2024, the Company has an adequately qualified and experienced Audit Committee with Mr. Sushil Kumar Patni as Chairperson, Ms. Manali Tongia as Member and Mr. Somya Chhabra, as Member. The recommendations of the Audit Committee were duly approved and accepted by the Board during the year under review.

12. Meetings of the Board of Directors and its committees

a. Board Meetings: During the year under review the Board has met 07 (Seven) times viz. May 30, 2023; July 31, 2023; August 14, 2023; November 09, 2023; January 30, 2024; March 05, 2024; March 29, 2024.

The details of meetings of the Board and the attendance of Directors at such Meetings are provided in the Corporate Governance Report.

b. Committee Meetings: During the year under review, the Committees duly met and the details of the Meetings held and attendance at such Meetings, are provided in the Corporate Governance Report.

c. Separate Meeting of Independent Director: During the year under review, a separate meeting of Independent Directors was held on 29^th March, 2024. Details of the attendance of the Directors at such Meeting and detail about familiarisation programme, is provided in the Corporate Governance Report.

13. Nomination and Remuneration Policy

Salient Features of the policy: The policy covers the following:

1. Definitions

2. Objective of the Committee

3. Appointment Criteria for Directors and Key Management Personnel.

4. Additional Criteria for Appointment of Independent Directors.

5. Tenure of the Directors.

6. Removal of the Director, KMP or Senior Management Personnel

7. Remuneration Criteria for Non Executive Directors,

8. Remuneration criteria for Directors& Key Managerial Personnel & senior management.

9. Criteria for Evaluation of Performance of Independent Directors and the Board of Directors.

The Nomination and Remuneration Policy of the Company is placed on the Company''s website at http://www.pacetronix.com/investor-corner/policies/.

Other Policies:

The other policies adopted by the Company pursuant to the provisions of the Companies Act, 2013 and SEBI Regulations are placed on the Company''s website at http://www.pacetronix.com/investor-corner/policies/.

14. Performance Evaluation of the Board

15. Directors'' Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of the Annual Accounts for the financial year ended 31^stMarch, 2024, the applicable Accounting Standards have been followed along with proper explanation relating 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 at the end of the financial year 31^st March 2024 and of the profit for the year ended on that period.

d. The Directors had prepared the annual accounts on a going concern basis.

e. The Directors have 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 have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

16. Auditors:

a. Statutory Auditors

Explanation to Auditor''s Remark

The Auditors in their report have referred to the notes forming part of the Accounts which are selfexplanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

Further, the Board of Directors have taken on record the Remark of Auditor with respect to Audit Trail (edit log) facility at Kolkata Branch and duly adopted and installed the accounting software for the same for maintaining its books of account for Financial year 2024-25.

Reporting of fraud by Statutory Auditors

There was no fraud in the Company, which was required to report by statutory auditors of the Company under sub-section (12) of section 143 of Companies Act, 2013.

b. Secretarial Auditor

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 of Directors of the Company has appointed Ms. Shraddha Jain, Practicing Company Secretary, Indore (M.P.) to conduct Secretarial Audit of the Company for the financial year 2023-2024. The Secretarial Audit Report for the financial year ended 31^stMarch 2024 is annexed herewith marked as Annexure II to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks or disclaimer.

c. Cost Record and Cost Audit

d. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13(1)(a) of Companies (Accounts) Rules, 2014, the Board of Directors of the Company have appointed Shreyash Sethiya & Associates Chartered Accountant, Indore (Firm Registration No. 033148C),to conduct Internal audit of the Company for the financial year 2023-2024.

17. Internal Financial Controls and its adequacy

The internal and operational audit for financial year 2023-2024 is entrusted to Shreyash Sethiya & Associates Internal Auditors. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. Based on the audit observations & suggestions, follow up & remedial measures are being taken on a regular basis.

18. Particulars of loans, guarantees or investments

During the Financial Year 2023-2024, your Company has not given any loan, guarantee or made investments in anybody corporate in terms of section 186 of the Companies Act, 2013.Details of investment and guarantee covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note No.3 and 32 forming part of the financial statements of the Company.

19. Conservation of Energy, technology absorption, foreign exchange earnings and outgo

20. Risk Management

21. Corporate Social Responsibility

22. Significant and material orders passed by the regulators or courts

During the year under review, there are no significant or material orders passed by the Regulators/ Courts which would impact the future operations/ going concern status of the Company.

23. Vigil Mechanism/Whistle Blower Policy

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014, SEBI(PIT) Regulations, 2015 and SEBI (LODR) Regulations, 2015,the Company has in place a Vigil Mechanism Policy under which the employees are free to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy. The policy is posted on the website of the Company at https://www.pacetronix.com/investor-corner/policies/. It is hereby affirmed by the Board that no personnel have been denied access to the Audit Committee to lodge their grievances.

24. Commission received by directors from holding/subsidiary Company

None of the directors has received any commission from the subsidiary Company during the financial year 2023-2024 and the Company does not have any holding Company.

25. Disclosure of ratio of remuneration of Directors and Key Managerial Personnel

26. Particulars of Employees

During the year, there was no employee drawing remuneration in excess of Rs. 1,02,00,000/- p.a. or Rs. 8,50,000/- p.m. Accordingly, information required to be given pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has not been given here.

Further, during the year, none of the employees (other than directors of the Company) along with his spouse and dependent children holds two percent of the equity shares of the Company.

27. Chief Financial Officer and Managing Director Certification

As required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Joint Managing Director and Chief Financial Officer of the Company have certified to the Board regarding the Financial Statements for the year ended 31^st March, 2024 which is enclosed as Annexure VI and forms the part of this Board Report.

28. Voting Rights of employees

During the year under review the company has not given loan to any employee for purchase of its own shares as per section 67(3)(c) of Companies Act, 2013.

29. Disclosure regarding issue of Employee Stock Options

The Company has not issued shares under employee''s stock options scheme pursuant to provisions of Section 62 read with Rule 12 of Companies (Share Capital and Debenture) Rules, 2014.

30. Disclosure regarding issue of Sweat Equity Shares

The Company has not issued sweat equity shares pursuant to provisions of Section 54 read with Rule 8 of Companies (Share Capital and Debenture) Rules, 2014 during the Financial Year.

31. Corporate Governance Report

As per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 ["SEBI (LODR) Regulations, 2015"] the corporate governance provisions as specified in Regulations 17,17A, 18, 19, 20, 21, 22, 23, 24,24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable on the Company as the paid up capital of the Company is less than Rs. 10 Crores and the net worth of the Company is less than Rs. 25 Crores as on the last day of the immediate previous financial year.

Hence on 21^thJuly, 2023 your Company intimated to Stock exchange regarding non applicability of above corporate governance provisions for the financial year 2023-2024. However your Company has voluntary followed Corporate Governance Practice as far as possible.

As a good corporate governance practice, your Directors present the Report on Corporate Governance provisions as prescribed under SEBI (LODR) Regulations, 2015 for the year ended 31^st March 2024 to have more transparency and disclosures, and the same is attached with this report as Annexure - VII.

Certificate from Practicing Company Secretary confirming compliance of the Corporate Governance Practice is also attached as Annexure-VIII to this Report.

32. Management Discussion and Analysis Report

33. Listing at Stock Exchange

The Equity shares of the Company are listed on BSE Limited, Mumbai and the Listing Fee for the year 20232024 has been duly paid.

The Company has complied with SEBI (LODR) Regulations, 2015 including payment of Annual Listing Fees up to March 31, 2024 to BSE Limited.

34. Compliance of Secretarial Standard

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

35. Insurance

The Company''s assets are adequately insured against the loss of fire and other risks, as consider necessary by the Management from time to time.

36. Business Responsibility Sustainability Report

37. Depository System

The Company''s shares are tradable compulsorily in electronic form and the Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL).As per the SEBI (Listing Obligations & Disclosure Requirements) (Fourth Amendment) Regulations, 2018,vide Gazette notification dated June 8, 2018 and November 30, 2018, Share transfer shall be mandatorily carried out in dematerialized form only w.e.f from April1, 2019. In view of the notification, members are requested to avail the facility of Dematerialization of the Company''s shares on either of the Depositories mentioned as aforesaid.

38. Provision of Voting by Electronic Means through remote e-voting and e-voting at the AGM:

39. Environment and Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

40. Industrial Relations

The Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing processes at the Company''s plant and facilities to maintain high awareness levels. The Company as a policy re-evaluates safety standards and practices from time to time in order to raise the bar of safety for its people as well as users and customers.

41. Disclosures as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Constitution of Internal Complaints Committee:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Policy has also been posted on the website of the Company and can be accessed through web link http://www.pacetronix.com/wp-content/uploads/2019/10/Sexual%20Harassment%20Policv.pdf.

During the year under review, the Company has not received any grievance/complaint from any women employee.

42. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and their status:

There are no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

43. Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking loans from the Banks or Financial Institution along with the reasons thereof:

There are no such events occurred during the period from April 01, 2023 to March 31, 2024, thus no valuation is carried out for the one-time settlement with the Banks or Financial Institutions.

44. Acknowledgements

Your Directors place on record, their sincere appreciation and deep gratitude to all the Government and semi government departments and Company''s Bankers, for the assistance and co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Customer, Vendors, Employees and all other stakeholders for valuable contribution in the working and growth of the Company.

Mar 31, 2015

To,

The Members of

Shree Pacetronix Limited, Pitham pu r-454775

The directors are pleased to present the 27th Annual Report together with the Audited financial Statement for the year ended 31st March, 2015.

1. STATE OF AFFAIRS, FINANCIAL PERFORMANCE AND FUTURE OUTLOOK :

1.1 Financial Results highlights and summary (Rs. in lacs)

Particulars As on 31.03.2015 As on 31.03.2014

Total Income 626.90 684.22

Less : Total Expenditures 527.47 554.29

Profit before Interest, Tax & Depreciation 99.43 129.93

Less : Financial Charges 40.57 45.68

Less : Depreciation 67.69 51.47 Profit before tax -8.83 32.78

Less: Provision for tax-Current Tax Deferred Tax 6.40-11.58 4.176.68

Profit/(Loss) after tax -3.65 21.93

1.2 OPERATIONS AND FUTURE OUTLOOK :

During the year under review your company has recorded total turnover of Rs. 626.90 Lacs which is lower than the last year's sales, at the other hand the revenue of the company has also been effected due to lower turnover and higher overhead cost and manufacturing expenses the bottom line of the Company has turned into negative and the Company has incurred losses against the handsome profit in comparison of last few years. Your directors are working hard to reduce the cost and improve the financial performance of the Company in the years to come.

Manufacturing of Medical Device such as Pacemakers plays very crucial and important role in the growth structure of Pharmaceutical Industries, which is not material in monetary terms but a valuable life saving device. The R & D department of the Company is continuously working on the development of advanced new products as well as up-gradation of existing products. With the improved quality of pacemakers, the demand of the products manufactured by your Company is expected to grow with a faster pace which will lead to higher profitability in the years to come. However, at present no one can say with absolute certainty how the financial crisis will impact the real economy and therefore, the company's performance.

1.3 Change in nature of Business

During the year there was no change in business activity of the company.

1.4 Changes in Share Capital

During the Financial Year 2014-15 there was no change in capital structure of the company. The paid up equity capital as on March 31, 2015 was Rs.359.94 Lacs. During the year under review, the company has not issued shares with differential voting rights nor has granted any stock option or sweat equity shares.

1.5 Revision of annual financial statement

There was no case of revision in financial statement during the year.

2. Transfer To Reserves

During the year the Company has not transferred any amount to the reserves.

3. Dividend

Your directors do not recommend any dividend due to losses in current financial year. However during the year the company has deposited amount of unclaimed dividend of Rs. 2,69,444/- to Investor Education and Protection Fund

4. Deposits

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

5. Material changes and commitments after the end of Financial Year

There are no material changes and commitments affecting financial position of the company which have occurred between the end of the financial year of the company and date of the report.

6. Subsidiary, Associate Companies or Joint Venture :

The Company has one subsidiary Shree Co atomic Limited. The turnover of the Subsidiary Company Shree Co atomic Limited is Rs. 51.68 lacs as against Rs 127.52 lacs in the previous year. Profit before tax stood at Rs.(3.38) lacs as against Rs. 1.03 lacs in the previous year. A statement pursuant to Section 129 of the Companies Act, 2013 related to the accounts of the subsidiary forms part of this Annual Report. The consolidated financials form part of this annual report.

Policy for determining material subsidiaries of the Company is available on the website of the Company www.pacetronix.com

The Company does not have any associate company or any joint venture or Holding company.

7. Extracts of Annual Return

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2015 forms part of this report as Annexure I.

8. Number of Meetings of the Board

During the year under review the Board meets five times viz. May 30, 2014; July 31, 2014; October 30, 2014, January 30, 2015 and March 30, 2015. The details of meetings of the Board and the attendance of Directors are provided in the Corporate Governance Report.

9. Directors' Responsibility Statement

In terms of Section 134(3) (c) of the Companies Act, 2013, your Directors state that:

a. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating 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 at the end of the financial year and of the profit for the year ended on that period;

c. The Directors had taken 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 frauds and other irregularities.

d. The Directors had prepared the annual accounts on a going concern basis.

e. The Directors 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 has devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

10. Reporting of fraud by Statutory Auditors

There was no fraud in the Company; hence no reporting was made by statutory auditors of the Company under sub-section (12) of section 143 of Companies Act, 2013.

11. Appointment and Declaration by independent directors

11.1 Appointment of independent directors

At the Annual General Meeting held on 29.09.2014, the members approved the appointment of Mr. Sushil Patni, Mr. Praveen Badjatya and Mr. Anil Rathi as Independent Directors of the Company for a term of 5 years to hold the office till 31st March, 2019 who are not liable to retire by rotation.

11.2 Declaration by independent directors

All Independent Directors of your Company have given a declaration pursuant to Section 149(7) of the Companies Act, 2013 affirming compliance to the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with stock exchanges.

Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specified in the Companies Act, 2013, rules made there under as well as concerning provisions of Clause 49 of the Listing Agreement with stock exchanges.

11.3 Meetings of Independent Directors

During the year under review, a separate meeting of Independent Directors was held on March 30, 2015, interlay, to discuss:

- evaluation of the performance of Non-Independent Directors and Board of Directors as a whole;

- evaluation of the performance of the Chairman of the Company, taking into account the views of the

Executive Â§ evaluation of the quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and necessarily perform its duties. All the Independent Directors were present at the said Meeting.

11.4 Familiarization Programme

The Company shall through its Executive Directors / Senior Managerial Personnel conduct programs / presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company

The details of familiarization programme have been posted in the website of the Company under the web link - http://www.pacetronix.com/FamiliarisationProgrammeforIndependent Directors.pdf

12. Nomination & Remuneration Committee and Stakeholders Relationship Committee

As per the requirement of Section 178 of the Companies Act, 2013 and clause 49 of listing agreement the Company has constituted Nomination and Remuneration Committee and Stakeholders Relationship Committee. The Composition of the above Committees, their terms of reference detailed in the report of Corporate Governance.

13. Remuneration Policy

Information regarding Directors' Remuneration Policy and criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 are given in Annexure II forming part of this report.

14. Auditors

14.1 Statutory Auditor

At the Annual General Meeting held on Monday, 29th September 2014, M/s. S.R Naredi & Co., Chartered Accountants (ICAI Firm Registration No. 002818C), were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s S.R Naredi Co. Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of section 141 of the Companies Act, 2013.

Explanation to Auditor's Remark

The Board has duly reviewed the statutory Auditors Report on the Accounts. The notes forming part of the accounts referred to in the Auditors Report of the Company are self explanatory and do not call for any further explanation

14.2 Secretarial Auditor

The Board has appointed Mr. Ashish Nayak, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure III to this Report. In reply to the qualification made by the Secretarial Auditor, the Board of Directors stated that they have not find any suitable candidate for the post of the Company Secretary, so there is non-compliance of Section 203 of the Companies Act, non filing of Form MGT10 was mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. However, the company would ensure in future that all the provisions are complied to the fullest extent and other comments are self explanatory and do not call for any further explanation.

The Board in its meeting held on 10.08.2015 has appointed Ms. Shraddha Jain, Practicing Company Secretary as Secretarial Auditor of the Company to conduct Secretarial Audit for the financial year 2015-16.

14.3 Cost Record and Cost Audit

Your company does not falls within the provisions of Section 148 of Company's Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore no such records required to be maintained.

15. Particulars of loans, guarantees or investments

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the financial statements.

16. Particulars of contracts or arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at www.pacetronix.com Suitable disclosures as required under AS-18 have been made in the Notes to the financial statements.

17. Conservation of Energy, technology absorption, foreign exchange earnings and outgo Information as per Companies(Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure IV forming part of this report.

18. Risk Management

The Company has developed a Risk Management Policy which laid down the procedures to inform to the Board about the risk assessment and minimization procedures. The main aim to develop a risk management policy is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business.

19. Corporate Social Responsibility

Your company does not meet the requirements of Section 135 of Companies Act, 2013 for establishing Corporate Social responsibility (CSR) committee; therefore no such committee was established by the Board.

20. Performance Evaluation of the Board

Pursuant to the provisions section 134 of Companies Act 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated.

The Nomination and Remuneration Committee has defined the evaluation criteria for the Performance Evaluation process for the Board, its Committees and Director including the Independent Directors

The statement indicating the manner in which formal annual evaluation of the Directors, the Board and Board level Committees are given in detail in the report on Corporate Governance, which forms part of this Annual Report.

21. Directors and Key Managerial Personnel

Mr. Vikas Gokhale, retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment.

During the year under review, the members approved the appointment of Mr. Sushil Patni Mr. Praveen Badjatya and Mr. Anil Rathi as Independent Director for a term of 5 years to hold the office till 31st March, 2019 who are not liable to retire by rotation. The members have also re-appointed Mr. Vikas Gokhale as Whole Time Director, of the Company for further period of three years.

Disqualifications of Directors

During the year declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and found that none of the director is disqualified for holding office as director.

22. Code of Conduct

The Company has laid down a code of conduct for all Board members and senior management and independent directors of the Company. All the Board members including independent directors and senior management personnel have affirmed compliance with the code of conduct.

23. Significant and material orders passed by the regulators or courts

There are no significant or material orders passed by the Regulators / Courts which would impact the future operations / going concern status of the Company.

24. Internal Financial Controls and its adequacy

The Company has comprehensive internal financial controls system for all major processes including financial statements to ensure reliability of reporting. The system also helps management to have timely data on various operational parameters for effective review. It also ensures proper safeguarding of assets across the Company and its economical use. The internal financial controls system of the Company is commensurate with the size, scale and complexity of its operations. The system and controls are periodically reviewed and modified based on the requirement.

The internal and operational audit is entrusted to M/s Lunkad & Co, Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. Based on the audit observations & suggestions, follow up & remedial measures are being taken on a regular basis.

25. Audit Committee

The Audit Committee comprises of Mr. Sushil Patni, Chairman, Mr. Praveen Badjatya and Mr. Anil Rathi as members. All the recommendations made by the Audit Committee were accepted by the Board. The details of meeting of Audit Committee held during the year, its composition, terms of reference are given in the Report on Corporate Governance.

26. Whistle Blower/Vigil Mechanism Policy

Your Company has established a Whistle Blower/ Vigil Mechanism Policy to enable Directors and employees of the Company to report unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The Policy provides adequate safeguards against victimization of Directors/ employees and direct access to the Chairman of the Audit Committee in exceptional cases.

The Whistle Blower Policy has been disclosed on the Company's at www.pacetronix.com and circulated to all the Directors and employees.

27. Disclosure of ratio of remuneration of Directors and Key Managerial Personnel, etc.

The prescribed particulars of employees required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure V and forms the part of this Directors Report.

28. Particulars of Employees etc.

During the year, there was no employee drawing remuneration in excess of Rs. 60,00,000/- p.a. or Rs. 5,00,000/ - p.m. Accordingly, information required to be given pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, has not been given here.

29. Voting Rights of employees:

During the year under review the company has not given loan to any employee for purchase of its own shares as per section 67 (3) (c) of Companies Act, 2013. Therefore the company not required to made disclosure as per rule 6 (4) of Companies (Share Capital and Debentures) Rules, 2014.

30. Disclosure regarding issue of Employee Stock Options

The Company does not have issued shares under employee's stock options scheme pursuant to provisions of Section Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014).

31. Disclosure regarding issue of Sweat Equity Shares:

The Company has not issued sweat equity shares pursuant to provisions of Section 54 read with Rule 8 of Companies (Share Capital and Debenture Rules, 2014) during the Financial Year.

32. Corporate Governance Report

Report on Corporate Governance as required under the Listing Agreement with the Stock Exchange along with the certificate of the Auditors, M/s. S.R Naredi & Co, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are attached to this report as

Annexure VI.

33. Management Discussion and Analysis Statement

Management Discussion and Analysis statement as required under the Listing Agreement with the Stock Exchange are attached to this report as Annexure Â VII.

34. Listing At Stock Exchange

The Equity shares of the Company are listed with BSE Limited, Mumbai and Madhya Pradesh Stock Exchange Limited, Indore.

However Madhya Pradesh Stock Exchange Limited (MPSE) was de- recognized by SEBI vide its exit order no. PR No. 154/2015 dated June 9, 2015.

At present the Equity shares of the company are listed with the BSE Limited and the listing fee for the year 2015- 16 has been duly paid.

35. Consolidated Financial Statements

The directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries and joint venture and as prepared in compliance with the Companies Act, 2013, Accounting Standards and the Listing Agreement as prescribed by SEBI.

A separate statement containing the salient features of its subsidiaries in the prescribed form (AOC-1) is annexed separately.

36. Depository System

Your Company's shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositaries i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Company's shares on either of the Depositories mentioned as aforesaid.

37. Industrial Relations

Industrial relations remained cordial throughout the year. Your Directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees in the growth and performance of the Company during the year.

The Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing process at the Company's plant and facilities to maintain high awareness levels. The Company as a policy re-evaluates safety standards and practices from time to time in order to raise the bar of safety for its people as well as users and customers.

38. Disclosure under the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. Internal Complaines Committee has been setup to redress complaints received regarding sexual harassment.

It may be noted that during the year 2014-15, no grievance / complaint from any women employee was reported.

39. Acknowledgements

Your Directors place on record their gratitude to all the Government and semi government departments and Company's Bankers, for the assistance and co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Customer, Vendors, Employees and all other stakeholders in ensuring an excellent all around operational performance.

By order of the Board of Directors of

PLACE: Pithampur

Shree Pacetronix Limited

DATE: 10.08.2015

Registered office

Atul Kumar Sethi

Plot No. 15, Sector No. II

Industrial Area Managing Director

Pithampur, 454775

Mar 31, 2014

Dear members,

The Directors take pleasure in presenting the 26th Annual Report and Audited Accounts of your Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. in lacs) PARTICULARS 31.03.2014 31.03.2013

Revenue from operations 683.21 605.61

Other Income 1.00 4.31

Operating Expenditure 557.78 501.44

Interest & Depreciation 93.65 90.94

Profit before Extra Ordinary Items 32.78 17.54

Add- Provision Written back Nil Nil

Profit before Tax 32.78 17.54

Less-Provision for Tax 10.85 6.06

Profit After Tax 21.93 11.48

COMPANY''S PERFORMANCE & FUTURE OUTLOOK

Your Company has continued its growth story again during fiscal 2014 and recorded a total turnover of Rs.684.21 Lacs as compared to last years turnover of Rs.609.93 and Profit after tax having substantial growth of around 50% i.e Rs.21.93 Lacs in the financial year against the last year''s Profit of Rs.11.48 Lacs. Cardiac Sciences showed an upsurge since January 2014, with cardiac pacemaker implants recording a substantial increase over the previous year.

Your Company''s strategic intent continues to be the strengthening of its leadership position in manufacturing of Pacemakers, the position of the company is in the positive mark year by year, and also we are able to create value with continuous increase in profitability and operating margins year after year. Ambitious expansion plans are under way as discussed which will enable your Company to continue its journey on the growth path.

DIRECTORATE

In term of the provision of the Company Act 2013, Smt. Amita Sethi the Whole-time director of the Company would retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offer herself for reappointment, hence approval of the members is being sought for the re-appointment.

Shri Vikas Gokhale has been re-appointed as a whole-time director of the Company for a period of three years commencing from 30th January, 2015, pursuant to the provisions of sections 196, 197, 203 and applicable provisions if any, of Companies Act, 2013, hence approval of the members is being sought for the re-appointment.

Further Shri Sushil Patni, Shri Anil Rathi and Shri Praveen K. Badjatya the existing Independent Directors are further proposed to be appointed as Independent Directors for a term of 5 years as per requirement of section 149 of the Companies Act, 1956 as well as Clause 49 of the Listing Agreement to hold the office till 31st March, 2019.

The Company has received notice in writing from the members as required under section 160 of the Act for proposal for appointment of all the Independent Directors of the Company at the ensuing Annual General Meeting. The Board recommends the resolutions for approval of members for the above appointments.

DIVIDEND

In view of the Strengthening position of the Company the Director of the Company are decide to not to pay dividend for the year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, and based on the representation received form the operating management, the Directors hereby confirm that:

(a) The financial statements are in full conformity with the requirements of the Companies Act, 1956, and applicable accounting standards have been followed along with proper explanation relating to material departure.

(b) The directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the Annual Accounts for the financial year ended 31st March 2013 on going concern basis.

AUDITORS

M/s S.R Naredi & Co. Chartered accountants, Indore statutory auditors of the company, hold office until the ensuing Annual General Meeting. The said Auditors have furnished the certificate of their eligibility for re-appointment.

Pursuant to the provisions of section 139 and other applicable provisions, if any, of Companies Act, 2013 read with Rule 3 of Companies (Audit and Auditors) Rules, 2014, it is proposed to appoint M/s S. R. Naredi & Co., Chartered Accountants (ICAI Firm Registration No. 002818C), the retiring Auditors of the Company as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of the twenty-ninth AGM of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM) on such remuneration as may be decided & fixed by the board on the recommendations of the Audit Committee.

The Board has duly reviewed the statutory Auditors Report on the Accounts. The notes forming part of the accounts referred to in the Auditors Report of the Company are self explanatory and do not call for any further explanation.

ENERGY CONSERVATION AND OTHER REPORTING U/S 217(1) (e)

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and out go as required to be disclosed under section 217(1)(e) of the companies Act, 1956, are provided in Annexure - 1 to this report.

FIXED DEPOSITS

Your company has not accepted or invited any deposits from public within the meaning of Section 58 A of the Companies Act, 1956, during the year under review and that there is no overdue unpaid/unclaimed deposit as at 31st March, 2014.

LISTING AT STOCK EXCHANGE

The Equity shares of the Company are listed with Bombay Stock Exchange Ltd, Mumbai and Madhya Pradesh Stock Exchange, Indore.

COMPLIANCE CERTIFICATE

The Company has received the Compliance Certificate from Ashish Garg, Practicing Company Secretary which is forming part of the report of the Board of Directors as Annexure-2

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis statement as required under the Listing Agreement with the Stock Exchange are attached to this report as Annexure-3.

CORPORATE GOVERNANCE

Report on Corporate Governance as required under the Listing Agreement with the Stock Exchange along with the certificate of the Auditors, M/s. S. R. Naredi & Co, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are attached to this report as Annexure-4.

SUBSIDIARY COMPANY

At the end of the financial year under review, your Company had the one subsidiary Company namely Shree Coratomic Limited. The Ministry of Corporate Affairs, Government of India has issued a Circular No.2 / 2011 dated 8th February 2011 granting general exemption to Companies under section 212 (8) from attaching the documents referred to in section 212 (1) pertaining to its subsidiaries, subject to approval by the Board of Directors of the Company and furnishing of certain financial information in the Annual Report.

The Board of Directors of the Company have accordingly accorded approval to the Company dispensing with the requirement of attaching to its Annual Report the annual audited accounts of the Company''s subsidiaries. Accordingly, the Annual Report of the Company does not contain the individual financial statements of these subsidiaries, but contains the audited consolidated financial statements of the Company, its subsidiaries and associate. The Annual Accounts of these subsidiary companies and the related detailed information will be made available to the shareholder seeking such information at any point of time. The annual accounts of the Subsidiary Companies will also be kept for inspection by any shareholder at its registered / corporate office and that of the concerned subsidiary companies. The statement pursuant to the approval under section 212 (8) of the Companies Act, 1956 is annexed together with the Annual Accounts of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared as per the Accounting Standard AS 21 and Accounting AS 23, consolidating the Company''s accounts with its subsidiaries and an associate have also been included as part of this Annual Report.

COST COMPLIANCE REPORT

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, The Company has received the Cost Compliance Certificate from M/s. Anil Jain Cost Accountant, Indore for the year ended on 31st March 2014

HUMAN RESOURCES

The relations with the employees continued to be cordial and satisfactory throughout the year. Your Directors wish to place on record their deep sense of appreciation for the devoted services of all employees of the Company for their sustained efforts in improving the operational efficiencies.

PARTICULARS OF EMPLOYEES

None of the employees, of the Company is covered under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and amendments thereto from time to time.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude to all the Government and semi government departments and Company''s Bankers, for the assistance and co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Customer, Vendors, Employees and all other stakeholders in ensuring an excellent all around operational performance.

For and on behalf of the Board of Directors of SHREE PACETRONIX LIMITED

ATUL KUMAR SETHI Managing Director

Place: Pithampur Date: 31/07/2014

Mar 31, 2012

To The Members of Shree Pacetronix Ltd

The Directors submit the Annual Report of the Company along with the audited financial statements for the financial year ended March 31, 2012.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars 2011-12 2010-11

Revenue from operations 676.44 555.44

Other Income 9.32 5.28

Operating Expenditure 591.65 522.95

Interest & Depreciation 92.61 82.30

Profit before Extra Ordinary Items 1.50 -44.53

Add- Provision Written back Nil 12.43

Profit before Tax 1.50 -32.10

Less-Provision for Tax 1.06 9.47

Profit After Tax 0.44 -22.63

DIVIDEND:

During the year under review your Directors do not recommend any dividends for the financial year due to inadequate profit

COMPANY'S PERFORMANCE & FUTURE OUTLOOK

In the financial year 2011-12, the company continued its strong growth momentum across major markets; the company recorded a total turnover of Rs. 676.44 Lacs in current year against a previous turnover of Rs.555.44 Lacs., due to increase in sales in the current year the Profit after tax of the company turned into positive which is the growth sign of the company.

The broad health care division has been witnessing a rapid growth and technological improvements varying from sector to sector since the past 3-5 years. The evolution of cardiac devices has opened new vistas in the health care industry. Growth rate exhibited by the cardiac devices industry, even during the recession years, confirms the positive growth prospects going ahead. Global Cardiac Pacemakers market forecasts to reach at US$5.1 billion by 2015 at a CAGR of 11% during the analysis period 2009-2015. On a global scale, projections for External Pacemakers market value indicate 40% by 2015 leaving the rest of the market to the implantable pacemakers.

Your directors are pleased to inform that the economic condition of your Company is improving and we are able to create value with continuous increase in profitability and operating margins year after year. Ambitious expansion plans are under way which will enable your company to continue its journey on the growth path.

DIRECTORATE

In term of the provision of the Company Act, 1956 Smt. Amita Sethi and Shri Sushil Patni would retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offer themselves for reappointment, hence approval of the members is being sought for the re-appointment, and Shri Vikas Gokhale has been appointed as the additional Director on 30th January, 2012 and is further appointed as the Whole Time Director of the company subject to approval of members in the ensuing General Meeting. There is no other change in the composition of Board of Directors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, and based on the representation received form the operating management, the Directors hereby confirm that:

(a) The financial statements are in full conformity with the requirements of the Companies Act, 1956, and applicable accounting standards have been followed along with proper explanation relating to material departure.

(b) The directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the company for the year under review.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the Annual Accounts for the financial year ended 31st March 2012 on going concern basis.

AUDITORS

M/s S. R. Naredi & Co. Chartered Accountants, Indore Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting. They have signified their willingness to accept re-appointment and have further confirmed their eligibility under section 224 (1B) of the Companies Act, 1956. The observations of the Auditors made in their Auditors' Report are suitably explained in the Notes to the Accounts.

ENERGY CONSERVATION AND OTHER REPORTING U/S 217(1) (e)

The details of Energy Conservation in terms of section 217 (1) (e) of the Companies Act, 1956, are enclosed forming part of this report as Annexure - 1.

PUBLIC DEPOSITS

During the year, the Company has not accepted any public deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

COMPLIANCE CERTIFICATE

The Company has received the Compliance Certificate form the Practicing Company Secretary which is forming part of the report of the Board of Directors as Annexure - 2

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report covering the matters listed in Clause 49 of the Listing Agreement for the Year under review is given as separate statement in the Annual Report as Annexure- 3.

CORPORATE GOVERNANCE

A report on corporate governance is enclosed containing details as required by the listing agreement which is forming part of the report of the Board of Directors as Annexure - 4.

SUBSIDIARY COMPANY

At the end of the financial year under review, your Company had the one subsidiary company namely Shree Coratomic Limited. The Ministry of Corporate Affairs, Government of India has issued a Circular No.2 / 2011 dated 8th February 2011 granting general exemption to Companies under section 212 (8) from attaching the documents referred to in section 212 (1) pertaining to its subsidiaries, subject to approval by the Board of Directors of the Company and furnishing of certain financial information in the Annual Report.

The Board of Directors of the Company have accordingly accorded approval to the Company dispensing with the requirement of attaching to its Annual Report the annual audited accounts of the Company's subsidiaries. Accordingly, the Annual Report of the Company does not contain the individual financial statements of these subsidiaries, but contains the audited consolidated financial statements of the Company, its subsidiaries and associate. The Annual Accounts of these subsidiary companies and the related detailed information will be made available to the shareholder seeking such information at any point of time. The annual accounts of the Subsidiary Companies will also be kept for inspection by any shareholder at its registered / corporate office and that of the concerned subsidiary companies. The statement pursuant to the approval under section 212 (8) of the Companies Act, 1956 is annexed together with the Annual Accounts of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared as per the Accounting Standard AS21 and Accounting AS23, consolidating the Company's accounts with its subsidiaries and an associate have also been included as part of this Annual Report.

HUMAN RESOURCES

The relations with the employees continued to be cordial and satisfactory throughout the year. Your Directors wish to place on record their deep sense of appreciation for the devoted services of all employees of the Company for their sustained efforts in improving the operational efficiencies.

PARTICULARS OF EMPLOYEES

None of the employees, of the Company is covered under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and amendments thereto from time to time. ACKNOWLEDGEMENTS

Your directors place on record their sincere appreciation for the co-operation extended to the company by the lending institution and banks and for the devoted performance by company's entire staff & associates.

For and on behalf of the Board of Directors of

SHREE PACETRONIX LIMITED

Place: Indore ATUL KUMAR SETHI

Date: 31st August, 2012 Chairman & Managing Director

Mar 31, 2011

The Directors have pleasure in presenting the Twenty Third Annual Report and Audited Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS 31.03.2011 31.03.2010

Turnover including other Income 560.72 606.68

Profit before interests depreciation 50.20 95.19

Interests other charges 36.05 32.08

Depreciation 46.25 38.58

Profit before Tax -32.10 24.53

Less: Provision for Tax:

Current Tax -0.40 9.64

Fringe Benefit Tax -0.00 0.87

Deferred Tax -9.07 -1.65

Net Profit after Tax -22.63 15.68

PERFORMANCE REVIEW & FUTURE OUTLOOK

The company recorded a total turnover of Rs. 555.44Lacs In year 2010 -2011 against a previous turnover of Rs. 595.51 Lacs. Export sale was Rs.49.73 Lacs compared to Rs.52.64 Lacs respectively, due to higher overhead cost and manufacturing expenses the bottom line of the Company has turned into negative and the Company has incurred losses of Rs.32.10 Lacs against the handsome profit of Rs.24.53 Lacs in comparison of last year. Your directors are working hard to reduce the cost and improve the financial performance of the Company in the years to come.

As the last financial year incurred heavy expenditure in machinery, development and expansion and at the same decrease in sale both indigenously and exports, the company has run into loss for the first time since inception.

With CE approvals in hand the company expects to triple exports in the coming financial year and with the installation of new laser machine, the company hopes to double production to meet the requirements for supply against approvals received overseas. The company expects to do better than last year by more than 30% to cover the losses generated if not eliminate the same altogether.

DIRECTORATE

In term of the provision of the Company Act, 1956 Shri Pravin Kumar Badjatya would retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offer himself for reappointment. There is no other change in the composition of board of directors of the company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board confirms that:

(a) The financial statements are in full conformity with the requirements of the Companies Act, 1956, and applicable accounting standards have been followed along with proper explanation relating to material departure. .

(b) The directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the company for the year under review.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the Annual Accounts for the financial year ended 31 st March 2011 on going concern basis.

AUDITORS AND AUDITORS' REPORT

M/s S. R. Naredi & Co. Chartered Accountants, Indore retire at the conclusion of the ensuring Annual General Meeting. They have signified their willingness to accept re-appointment and have further confirmed their eligibility under section 224 (1-B) of the Companies Act, 1956. The observations of the Auditors made in their Auditors' Report are suitably explained in the Notes to the Accounts.

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

The details required under section 217 (1) (e) of The Companies Act, 1956 are given in the annexure and forms part of this report as Annexure -1.

PUBLIC DEPOSITS

During the year, the Company has not accepted any public deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

COMPLIANCE CERTIFICATE

The Company has received the Compliance Certificate form the Practicing Company Secretary which is forming part of the report of the Board of Directors as Annexure - 2

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report covering the matters listed in Clause 49 of the Listing Agreement for the Year under review is given as separate statement in the Annual Report as Annexure- 3.

CORPORATE GOVERNANCE

A report on corporate governance is enclosed containing details as required by the listing agreement which is forming part of the report of the Board of Directors as Annexure - 4.

SUBSIDIARY COMPANY

As required under section 212 of the Companies Act, 1956, the Audited Accounts together with the reports of the Directors and Auditors are attached.

HUMAN RESOURCES

The relations with the employees continued to be cordial and satisfactory throughout the year. Your Directors wish to place on record their deep sense of appreciation for the devoted services, of all employees of the Company for their sustained efforts in improving the operational efficiencies.

PARTICULARS OF EMPLOYEES

None of the employees, of the Company is covered under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and amendments thereto from time to time.

APPRECIATION

Your Directors wish to place on record their appreciation for the continued co-operation and support given to the Company by its Customers, Shareholders, Bankers, and Central & State Governments including all those associated with the Company

Place: Indore For and on behalf of the Board of Directors of

Date: 29th August, 2011

Shree Pacetronix Limited

(ATUL KUMAR SETHI)

(Chairman & Managing Director)

Mar 31, 2010

The Directors have pleasure in presenting the Twenty Second Annual Report and Audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS 31.03.2010 31.03.2009

Turnover including other Income 606.67 581.96

Profit before interest & depreciation 95.19 95.41

Interest & other charges 32.07 23.13

Depreciation 38.58 40.40

Profit before Tax 24.53 31.88

Less : Provision for Tax :

Current Tax 9.64 5.44

Fringe Benefit Tax - 0.87 3.35

Deferred Tax - -1.65 4.19

Net Profit after Tax 15.68 18.90

PERFORMANCE REVIEW & FUTURE OUTLOOK

The company recorded a total turnover of Rs. 595.51Lacs In year 2009 -2010 against a previous turnover of Rs. 567.30 Lacs Export sale was Rs.52.64 Lacs Compared to Rs. 67.78 Lacs Respectively. The Directors have to report that the mobile X-Ray failed to perform qualitatively and hence a decision was taken to stop the production of the same and further investment as well.

The company has now capacity to increase production of Pacemakers and the growth and ale of pacemakers in continuing, especially from exports,. At the same time the indegeneous sale and profitability thereof has de- creased due to price and strong competition from multinationals. The company had embarked on the development of a microchip for Rs.200.00 lac, which will not only lower the cost of pacemaker production but also enable the company to develop high profitable and advance implantable pacemakers which have very good export prospects as well. The microchip will be available for trials in September/October 2010. Thereafter the same will be incorpo- rated with redesigning of all circuitry for existing pacemaker range of the company. The Interest liability in the next 5 years along with repayment of term loan sanctioned from Bank of India for the above project will affect the overall profitability of the company. The company has made all efforts to decrease the manufacturing and admin- istrative costs to meet the above eventuality. With intense Research efforts, the company was able to success- fully develop the screw in lead and completely indigenized the VVI Rate responsive pacemakers thus reducing the import costs and increase the profitability thru sale of these pacemakers. The R&D is working on new advanced products such as Dual Chamber Rate Responsive pacemaker, Biventricular Pacemaker and its Leads, Implant- able Neuro -stimulators, CPAP (Continious Positive Air Pressure) machine and Deep Brain Stimulation Genera- tors, these products do not require additional machineries for manufacturing of the same. The Directors also have to inform that the company has been working with NSTL, Govt. of India in developing for the first time in India, Cochlear Implants and Deep Brain Stimulation pacemakers and its Leads. These products and its technology will eventually be liscenced to the company. The company will become the 4th company in the world to manufacture Cochlear Implants, which will bring the company increased revenue and recognition world wide.

DIRECTORATE

Shri Bansilal Baid has resigned from the Board. The Board places on record its appreciation of the services rendered by the said Non executive Independent Director during their tenure as Director of the Company Shri Praveen Kumar Badjatya has been appointed as additional director of the Company in the Board Meeting held on 15th July 2010, In term of the requirements of section 257 of the Companies Act, 1956, Shri Praveen Kumar Badjatya would be appointed as Director of the Company liable to retire by rotation, of which Notice along with a deposit of Rs. 500/- have been received from member signifying their intention to propose Shri Praveen Kumar Badjatya as Director of the Company, hence approval of the member is being sought for the appointment. In term of the provision of the Company Act, 1956 Shri Anil Rathi would retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offer himself for reappointment. Shri Atul Kumar Sethi and Smt. Amita Sethi completed his term of Three years as the Managing Director and Whole Time Director of the Company, your Directors proposes for his reappointment as the Managing Director and Whole Time Director of the Company subject to approval of the shareholders in the ensuing AGM. There is no other change in the Directorate of the Company during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board confirms that:

(a) The financial statements are in full conformity with the requirements of the Companies Act, 1956, and applicable accounting standards have been followed along with proper explanation relating to material departure.

(b) The directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the company for the year under review.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for prevent- ing and detecting fraud and other irregularities.

(d) The Directors have prepared the Annual Accounts for the financial year ended 31st March 2010 on going concern basis.

AUDITORS AND AUDITORSÃ REPORT

M/s S. R. Naredi & Co. Chartered Accountants, Indore retire at the conclusion of the ensuring Annual General Meeting. They have signified their willingness to accept re-appointment and have further confirmed their eligibility under section 224 (1-B) of the Companies Act, 1956. The observations of the Auditors made in their AuditorsÃ Report are suitably explained in the Notes to the Accounts.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

The details required under section 217 (1) (e) of The Companies Act, 1956 are given in the annexure and forms part of this report. as Annexture - I

PUBLIC DEPOSITS

During the year, the Company has not accepted any public deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

CORPORATE GOVERNANCE

A report on corporate governance is enclosed containing details as required by the listing agreement which is forming part of the report of the Board of Directors. as Annexture - IV

COMPLIANCE CERTIFICATE

The Company has received the Compliance Certificate form the Practicing Company Secretary which is forming part of the report of the Board of Directors. as Annexture - II

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report covering the matters listed in Clause 49 of the Listing Agree- ment for the Year under review is given as a separate statement in the Annual Report. as Annexture - III

SUBSIDIARY COMPANY

As required under section 212 of the Companies Act, 1956, the Audited Accounts together with the reports of the Directors and Auditors are attached.

HUMAN RESOURCES

The relations with the employees continued to be cordial and satisfactory throughout the year. Your Directors wish to place on record their deep sense of appreciation for the devoted services, of all employees of the Company for their sustained efforts in improving the operational efficiencies.

PARTICULARS OF EMPLOYEES

None of the employees, of the Company is covered under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and amendments thereto from time to time.

APPRECIATION

Your Directors wish to place on record their appreciation for the continued co-operation and support given to the Company by its Customers, Shareholders, Bankers, and Central & State Governments including all those asso- ciated with the Company

Place : Pithampur For and on behalf of the Board of Directors of

Date : 15th July, 2010 Shree Pacetronix Limited

(ATUL KUMAR SETHI)

(Chairman & Managing Director)

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