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Director's Report

Pune e-Stock Broking Ltd
Industry :  Finance & Investments
BSE Code
ISIN Demat
Book Value()
544141
INE510U01018
102.3094472
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
24.76
447.55
EPS(TTM)
Face Value()
Div & Yield %
10.3
10
0
 
As on: Oct 04, 2026 01:43 PM

To the Members of Pune E- Stock Broking Limited

The Directors are pleased to present the Nineteenth (19th) Annual Report and the Audited Financial Statements for the year ended 31 March 2026:

1. FINANCIAL HIGHLIGHTS:

The Company's financial performance for the year under review along with previous year's figures are given hereunder:

(Amounts in lakhs)

Particulars Standalone Consolidated
For the year ended 31st March, 2026 For the year ended 31st March, 2025 For the year ended 31st March, 2026 For the year ended 31st March, 2026
Revenue from Operations 5,144.80 6,088.31 5,386.83 6,314.20
Other Income 1,296.43 1,085.91 1,347.05 1,350.18
Total Income 6,441.23 7,174.22 6,733.88 7,664.38
Expenses
Less: Employee Benefits Expenses 638.31 507.12 659.98 514.63
Less: Other Operational Expenses 2,705.28 4,061.21 2,725.63 4,076.56
Profit Before Finance Cost, Depreciation & Taxes 3,097.64 2,605.89 3,348.27 3,073.19
Less: Finance Costs 569.83 462.03 569.86 462.04
Less: Depreciation and Amortisation Expenses 113.91 118.24 113.97 118.24
Profit Before Exceptional Items & Tax 2,413.89 2,025.62 2,664.44 2,492.92
Exceptional Items 0 0 0 0
Profit Before Tax 2,413.89 2,025.62 2,664.44 2,492.92
Less: Current Tax 612.78 528.83 675.53 582.92
Less: Deferred Tax (Credit) -6.03 -8.69 -5.85 -8.51
Profit After Tax 1,807.14 1,505.48 1994.76 1918.50
Earnings Per Share of Rs. 10 each
(a) Basic 11.53 9.62 12.48 11.70
(b) Diluted 10.61 9.62 11.48 11.70

2. STATE OF COMPANY'S AFFAIRS:

The Company closed its 19th Financial year with strong profitability, an expanded retail franchise and continued investments in technology. A year of regulatory upheaval saw top-line contraction but record bottom-line growth, validating management's pivot toward higher-yield products and disciplined cost control.

During the year under consideration, the Company on Standalone basis earned total income of INR 6441.23 lakh and delivered its highest ever PAT of INR 1807.14 lakh.

Finance cost rose during the year as the firm drew an INR 25 crore from Piramal Enterprises against its MTF book. Liquidity remained strong driven by cash & bank balances of INR 14,898.04 lakh (56% of the balance-sheet) and a current ratio of 1.88x.

The aforementioned performance was the result of consistent efforts made by Company in optimizing its broking as well as trading operations. The management does not see any risks in the Company's ability to continue as a going concern and meeting its liabilities as and when they fall due. Highlights of Company's performance are discussed in detail in the Management Discussion and Analysis Report (MDA), included in this Annual Report as required under Schedule V of the SEBI (LODR) Regulations, 2015.

3. CONSOLIDATED FINANCIAL PERFORMANCE, REVIEW AND ANALYSIS

The Company achieved the consolidated revenue from operations of Rs.5,386.83 Lakhs for the year ended 31st March, 2026 as against Rs. 6,314.20 lakhs in the previous year and had earned Consolidated Net Profit of Rs.1,994.76 Lakhs in the year ended 31st March, 2026, as compared to Rs.1,918.50 Lakhs in the previous year.

4. SUBSIDIARIES AND ASSOCIATES/JOINT VENTURES AND PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

As on March 31, 2026, the Company had the following subsidiaries and associate entities:

Entities Structure Equity Held Capital Employed FY 2025 26 Top line FY 202526 PAT Strategic Update
Pune Finvest Limited Wholly- owned subsidiary 79.46% INR 467 414 Lakhs 189 189 Continues as NBFC
Pune EStock Broking IFSC Limited Wholly- owned subsidiary (GIFT-City) 100% INR 120 Lakhs Nil (pre ops) INR. - 2.30 lakhs Received SEBI/IFSCA in-principal approval; go- live Q2 FY 26
PESB Asset Management LLP Associate (AIF Sponsor) 99% INR 1 Lakh (Fixed capital) Nil Nil Cat-III AIF application filed; seed corpus mobilisation under way
PESB Insurance Broking Limited Step-down Subsidiary 99.9% INR 75 Lakhs Nil INR 0.58 Lakhs IRDA application filed; seed corpus mobilised.

*Income and PAT of Pune Finvest are consolidated in the Company's books under other income (interest & rent). Detailed AOC-1 statement is annexed to consolidated accounts in compliance with Rule 8(1) of the Companies (Accounts) Rules 2014 is provided in "Annexure 1".

5. NAME OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE PERIOD

No companies have become or ceased to become Subsidiaries/ Joint Ventures/ Associate Companies during the year and hence this clause is not applicable.

6. SHARE CAPITAL

During the year under review, the authorised share capital of the Company has been increased from 18,05,00,000 to Rs. 25,00,00,000 divided into 2,50,00,000 equity shares of the face value of Rs. 10/- each w.e.f. 13.03.2026 pursuant to approval received from the Shareholders of the Company vide Extra Ordinary General Meeting held on 13.03.2026.

Further, during the year under report, Company had allotted 20,00,000 number of warrants a price of Rs. 171/- (Rupees One Hundred Seventy-One Only) (Warrant Issue Price) per Warrant (including of premium Rs. 161/- each), aggregating to Rs. 34,20,00,000/- (Rupees Thirty-Four Crores Twenty Lacs Only) to the Promoters and Non-Promoter categories having face value of Rs 10 each and out of those 1,00,000 no. of warrants were converted into equity shares due to which the issued, subscribed and paid up capital of the Company as on 31 March 2026 stands increased to Rs. 15,75,08,580 divided into 1,57,50,858 equity shares of the face value of Rs. 10/- each.

In the current year i.e. F.Y. 2026-27, Company had allotted 18,00,000 number of warrants a price of Rs. 171/- (Rupees One Hundred Seventy-One Only) (Warrant Issue Price) per Warrant (including of premium Rs. 161/- each), aggregating to Rs. 30,78,00,000/- (Rs. Thirty Crore Seventy Eight Lakhs Only) to the Promoters and Non-Promoter categories having face value of Rs 10/- each.

7. DIVIDEND:

The Board is pleased to recommend a Dividend of Re. 1/- per equity share for the financial year ended March 31, 2026. The said dividend on equity shares is subject to the approval of the Shareholders at the ensuing Annual General Meeting ("AGM") scheduled to be held on Thursday, September 10, 2026. If approved, the dividend would result in a cash outflow of Rs. 1,57,50,858 (Rupees One Crore fifty-seven lakhs fifty thousand eight hundred fifty-eight only). The Dividend if declared, will be paid to the shareholders on pro rata basis and is subject to deduction tax at source at the prescribed rates as per the Income Tax Act, 1961

8. ANNUAL RETURN

Pursuant to section, 92 and 134 of the Act the Annual return as at March 31, 2026 in form MGT-7 has been placed on the website of the company and can be accessed at the web link i.e. www.pesb.co.in.

9. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to requirements of section 134 (3) (c) of the Companies, Act, 2013, the Directors state and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures if any;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit and loss of the Company for that period.

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act or safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis and,

e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. Number of Meetings of the Board of Directors

a) During the financial year under report, the Board of Directors met 11 (eleven) times detailed as under:

Sr. No Dates on which Board Meetings were held Total Strength of the Board No. of Directors present
1. 12-05-2025 14 09
2. 13-06-2025 14 08
3. 27-06-2025 14 08
4. 18-07-2025 14 08
5. 25-08-2025 14 10
6. 05-09-2025 14 09
7. 17-09-2025 14 07
8. 04-11-2025 14 09
9. 19-12-2025 14 09
10. 20-01-2026 14 14
11. 16-02-2026 14 14

b) Attendance of Directors at Board Meetings:

Sr. No. Name of the Director

Board meetings Entitled to attend Board meetings attended
1. Mrs. Archana Vinayak Gorhe 11 11
2. Mr. Saleem Chandsaheb Yalagi 11 11
3. Mr. Sandip Sunderlal Shah 11 11
4. Mr. Vrajesh Krishnakumar Shah 11 11
5. Mr. Vrajesh Navnitlal Shah 11 11
6. Mr. Devendra Ramchandra Ghodnadikar 11 11
7. Mr. Daidipya Devendra Ghodnadikar 11 11
8. Mr. Madanlal Shantilal Jain 11 01
9. Mr. Suyog Mangesh Bagul 11 07
10. Mr. Nikhil Suryakant Setiya 11 07
11. Mr. Rajesh Hiralal Shah 11 03
12. Mr. Anujkumar Chandravadan Gandhi 11 02
13. Mr. Ashokkumar Venilal Suratwala 11 09
14. Mr. Jitendra Uttamchand Lodha 11 01

11. MEETINGS OF THE COMMITTEE OF THE BOARD

A. Corporate Social Responsibility (CSR) Committee

During the financial year under report, the CSR Committee members met 1 (One) times detailed as under:

Sr. No

Dates on which the CSR Committee meetings were held

Total strength of the Committee No. of members present
1. 12-05-2025 3 3

Attendance of Members at CSR Committee Meetings:

Sr. No. Names of the Members

Designation

CSR Committee meetings entitled to attend CSR Committee Meetings attended
1. Mr. Madanlal Shantilal Jain Chairman 1 0
2. Mr. Devendra Ramchandra Ghodnadikar Member 1 1
3. Mr. Vrajesh Krishnakumar Shah Member 1 1

B. Audit Committee Meetings

During the financial year under report, the Audit Committee members met 4 (Four) times detailed as under:

Sr. No

Dates on which the Audit Committee Meetings were held

Total strength of the Committee No. of members present
1. 12-05-2025 3 3
2. 26-09-2025 3 3
3. 04-11-2025 3 3
4. 16-02-2026 3 3

Attendance of Members at Audit Committee Meetings:

Sr. No. Names of the Members

Designation

Audit Committee Meetings entitled to attend Audit Committee Meetings attended
1. Mr. Nikhil Suryakant Setiya Chairman 4 4
2. Mr. Vrajesh Navnitlal Shah Member 4 4
3. Mr. Ashokkumar Venilal Suratwala Member 4 4

All recommendations of Audit Committee have been accepted by the Board of Directors.

C. Stakeholders Relationship (SRC) Committee

During the financial year under report, the SRC members met 1 (One) times detailed as under:

Sr. No

Dates on which the SRC Meetings were held Total strength of the Committee No. of members present
1. 04-11-2025 03 03

Attendance of Members at SRC Meetings:

Sr. No. Names of the Members

Designation

SRC Meetings entitled to attend SRC Meetings attended
1. Mr. Suyog Mangesh Bagul Chairman 01 01
2. Mr. Sandip Sunderlal Shah Member 01 01
3. Mr. Devendra Ramchandra. Ghodnadikar Member 01 01

This Committee is primarily responsible to review all matters connected with the Company's transfer/ transmission of securities and redressal of shareholder's / investor's / security holder's complaints.

D. Nomination and Remuneration (NRC) Committee

Sr. No

Dates on which the NRC Meetings were held

Total strength of the Committee No. of members present
1. 16th Feb 2026 4 4

Attendance of Members at NRC Meetings:

During the financial year under report, the NRC members met on 16th Feb 2026

Sr. No.

Names of the Members

Designation

NRC Meetings entitled to attend NRC Meetings attended
1. Mr. Nikhil Setiya Chairman 01 01
2. Mr. Vrajesh N. Shah Member 01 01
3. Mr. Jitendra Lodha Member 01 00
4. Mr. Rajesh Shah Member 01 01

Policy on Nomination and Remuneration for the Board and Senior Officials is available on the website of the Company https://www.pesb.co.in/investor-relations.php

E. Investor Grievance Redressal Summary

For the Financial Year 2025-2026

Particulars

Status
Number of complaints received Nil
Number of complaints resolved Not Applicable
Number of complaints pending Nil

F. Separate meeting of Independent Directors

The Independent Directors Committee of the Company comprises of following Independent Directors:

1. Mr. Madanlal Shantilal Jain

2. Mr. Suyog Mangesh Bagul

3. Mr. Nikhil Suryakant Setiya

4. Mr. Rajesh Hiralal Shah

5. Mr. Anujkumar Chandravadan Gandhi

6. Mr. Ashokkumar Venilal Suratwala

7. Mr. Jitendra Uttamchand Lodha

During the year under review, the Independent Directors met on March 30th, 2026, discussed and reviewed the performance of non-Independent and other Directors including Chairman of the Board of Directors of the Company and to assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

12. DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Mr. Saleem Yalagi, Wholetime Director and Mr. Devendra Ramchandra Ghodnadikar, Director of the Company, are retiring by rotation at the ensuing Annual General Meeting and being eligible, offers themself for re-appointment. Appropriate resolution for said re-appointment is being proposed at the ensuing 19th Annual General Meeting of the Company

b) Mr. Ronak Subhash Jhaveri (DIN: 09326566) was appointed by the Board as an Additional Director of the Company w.e.f. 13 May 2026 and was further appointed as Wholetime Director of the Company for a period of 5 consecutive year starting from 13 May 2026. He holds office as Additional Director upto the date of ensuing AGM by virtue of Section 161 of the Act. The Company has received notice in writing from members proposing his appointment as Director of the Company in the ensuing AGM and the same has been embodied in the Notice convening the AGM. Members approval is also being sought for his appointment as Whole Time Director of the Company for a period commencing from 13 May 2026 till 12 May 2031 under Sections 196, 197, 198, 203 read with other applicable provisions and Schedule V of the Act (including any statutory modification or re-enactment thereof) and the Articles of Association of the Company. The Board therefore recommends his appointment as Director and also Wholetime Director of the Company.

c) Mr. Hemant Maniar (DIN 11764093) was appointed as an Additional and Independent Director by the Board with effect from 16 June 2026. He holds office upto the date of ensuing Annual General Meeting (AGM) by virtue of Section 161 of the Act. The Company has received notice in writing from members proposing his appointment as a Director of the Company in the ensuing AGM and the same has been embodied in the Notice convening the AGM. The Board therefore recommends his appointment as a Director of the Company.

d) Mr. Viral Rameshbhai Patel (DIN 01439480) was appointed as an Additional and Independent Director by the Board with effect from 5 August 2026. He holds office upto the date of ensuing Annual General Meeting (AGM) by virtue of Section 161 of the Act. The Company has received notice in writing from members proposing his appointment as a Director of the Company in the ensuing AGM and the same has been embodied in the Notice convening the AGM. The Board therefore recommends his appointment as a Director of the Company.

e) Mr. Madanlal Shantilal Jain (DIN : 00201136) ceased to be a Director of the Company alongwith chairmanship and membership of the respective committees of the company with effect from 5 August 2026 due to health reasons. The Board of Directors of the Company keeps on record its deepest gratitude to him for his contribution to the Board and performance of the Company during his tenure as Director on the Board of the Company.

13. DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given declarations and confirmed that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors of the Company are registered in the Independent Directors data bank maintained by the Indian Institute of Corporate Affairs ("IICA") and unless exempted, have also passed the online proficiency self-assessment test conducted by IICA. The Board of the Company after taking these declarations on record and undertaking due veracity of the same, concluded that the Independent Directors of the Company are persons of integrity and possess the relevant expertise, experience and proficiency to qualify as Independent Directors and are Independent of the management of the Company.

14. POLICY ON DIRECTOR'S APPOINTMENT AND POLICY ON REMUNERATION

In adherence to section 178(1) of the Companies Act, 2013, the Board of Directors of the company regularly reviews the policy on Directors' Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3), based on the recommendations of the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee consists of 4 members of the Board i.e. Mr. Nikhil Setiya, Mr. Vrajesh N. Shah, Mr. Jitendra Lodha and Mr. Rajesh Shah with Mr. Nikhil Setiya, acting as Chairman of the Committee.

A copy of relevant policy is placed on the website of the company at www.pesb.co.in

15. PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013, the Board in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the process, format, attributes and criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements. Evaluation of the Board and its Committees is based on various aspects of their functioning, such as adequacy of the constitution and composition of the Board and its Committees, matters addressed in the meetings, processes followed at the meeting, Board's focus, regulatory compliances and Corporate Governance, etc., are in place. Similarly, for evaluation of individual Director's performance, various parameters like Director's profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc., are considered. Accordingly, the annual performance evaluation of the Board, its Committees and each Director was carried out for the financial year 2025-2026 by Nomination and Remuneration Committee in consultation with the Board. The performance evaluation of all the Independent Directors has been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it determines whether to extend or continue their term of appointment, whenever their respective term expires. The Directors expressed their satisfaction with the evaluation process.

16. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented as forming part of this Annual Report as "Annexure 2".

17. CORPORATE GOVERNANCE REPORT AND COMPLIANCE CERTIFICATE FROM EITHER THE AUDITORS OR PRACTICING COMPANY SECRETARIES REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE-

As the Company is listed on BSE SME platform, the Company is exempt from applicability of certain regulations pertaining to 'Corporate Governance' under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

However, The Company places great emphasis on adhering to corporate governance guidelines and best practices, recognizing their significance in enhancing long-term shareholder value and upholding minority rights. It considers it a fundamental obligation to provide timely and accurate information regarding the Company's operations, performance, leadership, and governance.

Report on Corporate Governance Practices and the Auditors Certificate regarding compliance of conditions of Corporate Governance and certification by CEO/Whole time Director & CFO are not applicable to your Company as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE BY THE COMPANY UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company has not granted any loans, given guarantees or provided any securities to other bodies corporate. Particulars of advance given to employees as per the policy of the company have been given in Note no. 18 of the financial statements. The loans have been given for their personal purposes. Further particulars of investments made by the Company have been given in Note No. 13 of the financial statements. The Company has complied with the provisions of Section 186 of the Companies Act, 2013.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188

The Company has entered into contracts / arrangements / transactions with the related parties during the financial year under report, which were on arm's length basis and in the ordinary course of business. Further, the Company has not entered into any contracts / arrangements / transactions with the related parties which are material in nature. Thus, the provisions of Section 188 (1) of the

Companies Act, 2013 are not applicable and the disclosure in Form AOC 2 is not required. Your attention is drawn to the related party disclosure made in the note no. 2.21 contained in the financial statements of the Company.

20. CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

21. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER MARCH 31, 2026 AND BEFORE THE DATE OF THE REPORT

There were no material changes and commitments took place after 31st March 2026, which has affected the financial position of the Company.

22. SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY IS OPERATIONS.

The Company has not received any such orders from Regulators, Courts or Tribunals during the year, which may impact the going concern status or the Company's operations in future.

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

There is nothing to be reported with respect to conservation of energy, technology absorption and foreign exchange earnings & outgo as required to be given pursuant to Section 134 (1) (m) of the Companies Act 2013, read with the Rule 8 of Companies (Accounts) Rules 2014.

24. PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Accordingly, details as required Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided. The details forming part of top ten employees in terms of remuneration of the Company is annexed herewith as "Annexure 5". Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

Sr No. Particulars

Name of Director

Designation

Remuneration Ratio to the Median Rem

1) The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year.

Mr. Vrajesh Krishnakumar Shah Chairman & Managing Director NIL NA
Mr. Vrajesh Navnitlal Shah Director NIL NA
Mr. Devendra Ramchandra Ghodnadikar Director NIL NA
Mr. Sandip Sunderlal Shah Director NIL NA
Mr. Daidipya Devendra Ghodnadikar Whole time Director 20,15,000 5.91:1
Mrs. Archana Vinayak Gorhe Whole time Director 14,69,000 4.31:1
Mr. Saleem Chandsaheb Yalagi Whole time Director 21,45,000 6.29:1

 

Sr No. Particulars

Name of Director

Designation

Remuneration Ratio to the Median Remuneration

2) The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year.

Anujkumar Gandhi Independent Director 3000 0.016:1
Madanlal Jain Independent Director 1000 0.019:1
Suyog Bagul Independent Director 8000 0.016:1
Rajesh Shah Independent Director 4000 0.016:1
Ashokkumar Suratwala Independent Director 10000 0.013:1
Jitendra Lodha Independent Director 2000 0.019:1
Nikhil Setiya Independent Director 8000 0.016:1

3) The percentage increase in remuneration of each Director in the financial year

Name

Designation

% of increase
Mr. Vrajesh Krishnakumar Shah Chairman & Managing Director NA
Mr. Vrajesh Navnitlal Shah Director NA
Mr. Devendra Ramchandra. Ghodnadikar Director NA
Mr. Sandip Sunderlal Shah Director NA
Mr. Daidipya Devendra Ghodnadikar Whole time Director NA
Mrs. Archana Vinayak Gorhe Whole time Director NA
Mr. Saleem Chandsaheb Yalagi Whole time Director NA
Mr. Anujkumar Chandravadan Gandhi Independent Director NA
Mr. Madanlal Shantilal Jain Independent Director NA
Mr. Suyog Mangesh Bagul Independent Director NA
Mr. Rajesh Hiralal Shah Independent Director NA
Mr. Ashokkumar Venilal Suratwala Independent Director NA
Mr. Jitendra Uttamchand Lodha Independent Director NA
Mr. Nikhil Suryakant Setiya Independent Director NA

4) The percentage increase in remuneration Chief Financial Officer, Chief Executive Officer, Company

4) The percentage increase in remuneration Chief Financial Officer, Chief Executive Officer, Company

Name

Designation %age of increase
Arpit Shah Chief Finance Officer 6.39%

Secretary in the financial year

Ashwini Kulkarni Company Secretary and Compliance officer NIL

5) The percentage increase in the median remuneration of employees in the financial year.

There is an increase in the remuneration by 6.70%.

6) The number of permanent employees on the rolls of the company

92

7) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

Average percentile increase in remuneration other than managerial remuneration is 39.74%
Average percentile increase in remuneration of managerial remuneration is 6.39%
The increment is on the basis of performance of the employees including managerial personnel and adherence to the policy of the company.

8) It is here by affirmed that the remuneration is as per the Remuneration Policy of the Company.

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and Senior Management is as per the Remuneration Policy of the Company.

25. DEPOSITS

Your company has not accepted any deposits from the public or Members of the company within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules 2014. The Company has accepted unsecured loans only from Directors. Please refer to Note no. 5 of financial statements.

The details of the unsecured loans availed from Directors and outstanding as on 31.03.2026 are as under:

Name of the Lender Relationship with Company Opening balance Accepted during the year Repaid during the year Outstanding Amount (Net)
Mr. Devendra Ramchandra Ghodnadikar Director 225 1,715.74 1,940.74 0
Mr. Vrajesh Krishnakumar Shah Managing Director 450 2,163.94 2,613.94 0
Mr. Vrajesh Navnitlal Shah Director 350 431.20 781.20 0
Mr. Sandip Sunderlal Shah Director 0 525 0 525
Total 1,025 4,835.88 5,335.88 525

26. AUDITORS:

A. Statutory Auditor:

The members have in the Annual General Meeting (AGM) of the Company held on 31st August 2024 appointed M/s. S. H. Sane & Co. Chartered Accountants as Statutory Auditors of the Company to hold office till the conclusion of the AGM of the Company to be held in the year 2029-30 for the financial year ending 31 March 2029.

The Auditors have accordingly confirmed their eligibility to continue to act as Statutory Auditors of the Company.

B. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Rules made thereunder and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. Shailesh Indapurkar & Associates, Company Secretaries (Peer review no.2207/2022), were appointed as the Secretarial Auditors of the Company by the Members at the Annual General Meeting held on September 18, 2025, for a term of five consecutive financial years commencing from FY 2025-26 up to FY 2029-30.

The Secretarial Audit Report for the FY 2025-26 with reservation, qualification or adverse remark (if any) of the Company is attached to this report as 'Annexure 4'.

Secretarial Audit of Material Unlisted Subsidiary

There is no Material Unlisted Subsidiary of the Company during the financial year under review and as such the requirement under Regulation 24A of the SEBI Listing Regulations regarding the Secretarial Audit of Material Unlisted Indian Subsidiary is not applicable to the Company for the financial year under review.

C. Cost Auditor

In terms with the provisions of section 148 of the Companies act, 2013 read with the Companies (Cost Records and Audit) Rules 2014, maintenance of cost records and appointment of Cost Auditors are not applicable on your Company.

D. Internal Auditors

The Board of Directors at their meeting held on 12th May 2025 had appointed M/s Siddharth Anil Ostwal & Co., as Internal Auditors of the Company for the period from 1st April 2025 to 31st March 2026 to conduct the internal audit of the various areas of operations and records of the Company.

The report of the said internal auditor was placed before the Audit Committee along with the comments of the management on the action taken to correct any observed deficiencies on the working of the various departments.

27. UNCLAIMED SUSPENSE ACCOUNT

Disclosure with respect to shares held in the Unclaimed Suspense Account of the Company for the Financial Year 2025-26 is as under:

Sr. No. Particulars No. of Shareholders No. of Shares held
1. Aggregate number of Shareholders and the outstanding shares in the suspense account lying at the beginning of the year 26 172562
2. Number of Shareholders who approached listed entity for transfer of shares from suspense account during the year 09 107196
3. Number of Shareholders to whom shares were transferred from suspense account during the year 09 107196
Aggregate number of Shareholders and the outstanding shares in the suspense account lying at the end of the year 17 65366
6. At the end of the year (with voting rights frozen) Number of Shareholder who's voting rights on shares shall remain frozen till the rightful owner of such shares claims the shares. 17 65366

28. FRAUDS REPORTED BY THE AUDITORS, IF ANY.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee, pursuant to Section 143(12) of the Companies Act, 2013, the details of which would be required to be mentioned in the Board's report.

29. EXPLANATION ON COMMENTS ON AUDITORS' REPORT

There are no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors in their Report on the financial statements.

With respect to qualification in Secretarial Audit report regarding Structural Digital Database, we would like to inform that the requisite software regarding such compliance is already in place up to date and during FY 2025-26 and remedial actions were taken for events to be captured as per the requisite requirements.

30. FINE/ COMPOUNDING AMOUNT PAID DURING THE YEAR

During the year under review, the Company was not subject to any fine/ compounding

31. BUSINESS RISK MANAGEMENT

The Company has risk management policy in place since its inception and is under regular improvements. Various risks such as financial risks arising out of operations and other risks such as fire, theft, loss of data, have been identified. The policy consists of manner of monitoring client's positions on real time basis, client trading patterns vis-a-vis its financial position etc. The directors & employees are being trained and educated on various risks and mitigation thereof. Periodic reviews are also being taken to improve the same. The Company is using latest technology for conducting its day to day operations.

32. INTERNAL FINANCIAL CONTROL

The Company has established and maintained adequate internal financial control based on internal control over financial reporting criteria. The Company's Internal financial controls operate effectively and ensure orderly and efficient conduct of its business including adherence to its policies, safeguarding its assets, preventing and detecting frauds and errors, maintaining accuracy and completeness of its accounting records and further enable it in timely preparation of reliable financial information.

33. INSIDER TRADING

Your Company's Code of Conduct for Prevention of Insider Trading covers all the Directors, senior management personnel, persons forming part of promoter(s)/promoter group(s) and such other designated employees of the Company, including consultants along with their team members, advisors, retainers who are expected to have access to unpublished price sensitive information relating to the Company. The Directors, their relatives, senior management personnel, persons forming part of promoter(s)/promoter group(s), designated employees etc. are restricted in purchasing, selling and dealing in the shares of the Company while in possession of unpublished price sensitive information about the Company as well as during the closure of trading window. The Board of Directors has approved and adopted the Code of Conduct to Regulate, Monitor and Report Trading by Insiders. The Board has also approved the Code for Fair Disclosure in line with SEBI (Prohibition of Insider Trading) Regulation, 2015 and the same can be accessed on company's website www.pesb.co.in

34. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board has adopted a Corporate Social Responsibility Policy (CSR Policy) in accordance with the provisions of the Act. The CSR committee members reviews the policy periodically. During the year under consideration, the Company was under obligation to spent amount of Rs. 28.26 lakhs. The Company has spent an amount of Rs. 29.66 Lakhs on Corporate Social Responsibility (CSR) towards donation to various charitable organisation as allowable under CSR activities. The activities of the organisation to which the CSR Contribution have been made by the Company are being monitored by the Company on continual basis.

The CSR Movement at Pune E - Stock Broking Limited is based on core belief of compliance of Social Responsibilities and is basically a continuous process whereby the Company contributes to a better society.

The Company's policy towards CSR is conducting business by integrating its economic, environmental and social objectives in such a way that it will contribute for the social good together with its operational growth. The Company integrates its business values and operations to meet the expectations of its shareholders, customers, employees, regulators, investors, suppliers, community and take care of environment with best interest. Currently the Company's CSR involves initiatives towards Promoting Education and school infrastructure and Promoting Healthcare including preventing healthcare.

The key objective of the CSR policy consists of monetary or other assistance for promotion and advancement of education, preventive health care, enhancing vocational skills and livelihood enhancement projects and eradicating hunger. These CSR projects are in accordance with Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as "Annexure 3 The CSR policy is available on the website of the Company.

The CSR Committee members consist of:

a) Mr. Hemant Maniar - Chairman and Independent Director (Appointed on 05-8-2026)

b) Mr. Devendra Ramchandra Ghodnadikar - Member and Director

c) Mr. Vrajesh Krishnakumar Shah - Member and Managing Director

d) Mr. Madanlal Jain - Chairman and Member of the Committee (Resigned w.e.f. 05-08-2026)

35. SECRETARIAL STANDARDS

The company Complies with all applicable mandatory secretarial standards issued by Institute of Company Secretaries of India.

36. VIGIL MECHANISM

The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The copy of vigil mechanism policy is put on the Company's Website and may be accessed at i.e. www.pesb.co.in

37. AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

During the year under review, Company hasn't proposed to transfer any amount to reserves.

38. DISCLOSURES IN RESPECT OF VOTING RIGHTS NOT EXERCISED DIRECTLY BY THE EMPLOYEES IN RESPECT OF SHARES FOR WHICH THE LOAN HAVE BEEN PROVIDED BY THE COMPANY

There are no such instances.

39. DETAILED REASONS FOR REVISION OF FINANCIAL STATEMENTS OR REPORT OF THE BOARD

There has been no revision of financial statements or report of the Board in respect of any of the 3 preceding financial years and hence this clause is not applicable

40. ISSUE OF SWEAT EQUITY SHARES / SHARES WITH DIFFERENTIAL VOTING RIGHTS/ SHARES UNDER EMPLOYEES' STOCK OPTION SCHEME

The Company has not issued any Sweat Equity Shares / Shares with differential voting rights/ Shares under Employees' Stock Option Scheme during the year under report.

41. CASES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is committed to provide a safe and secure environment to its women employees across its functions, as they are integral and important part of the organization. Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) with requisite number of representatives has been set up to redress complaints relating to sexual harassment, if any, received from women employees and other women associates. The following is a summary of sexual harassment complaints received and disposed of during the financial year 2025-2026:

The details relating to number of cases filed, if any and their disposal under this Act is as under:

(a) number of complaints of sexual harassment received in the year = NIL

(b) number of complaints disposed off during the year = NIL and

(c) number of cases pending for more than ninety days = NIL

(d) No. of workshops and awareness programmes conduced in the year: NIL

(e) Nature of action by employer or District Officer, if any Nil

42. STATEMENT OF DEVIATION(S) OR VARIATION(S) IN ACCORDANCE WITH REGULATION 32 OF SEBI LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS (LODR) REGULATION, 2015

During the year under consideration, the Company had raised an amount of 34,20,00,000 by way of issuance of 20,00,000 convertible warrants at a price of Rs. 171/- (Rupees One Hundred Seventy-One Only) (Warrant Issue Price) per Warrant (including face value of Rs.10/- and premium Rs. 161/- each) for the purpose of working capital requirements.

The Company had utilized 10,26,00,000 /- towards working capital requirements till 31.3.2026.

43. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

The Company complies with the applicable provisions of the Maternity Benefit Act, 1961.

44. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year, no application is initiated, pending or concluded by or against the company under Insolvency and Bankruptcy Code, 2016

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

There was no instance of making one-time settlement with any Banks or Financial Institutions with respect to any loan. The Company has not defaulted in repayment of any loan availed from any Bank / Financial Institution.

46. ACKNOWLEDGEMENTS

Your directors would like to express their grateful appreciation for the assistance and co-operation received from the banks, government authorities and our clients during the year under review. Your Directors look forward to their continued support. The Directors keep on record their sincere appreciation for dedicated efforts on the part of the employees in the operations and growth of the Company during the year. The Directors also thank the shareholders for the confidence reposed in the management.

Date: August 18,2026 Place: Pune

For and on behalf of the Board of Directors For PUNE E - STOCK BROKING LIMITED

Vrajesh Krishnakumar Shah

Archana Vinayak Gorhe

Chairman & Managing Director Whole Time Director
DIN:00184961 DIN:02966578
R/o: 11 Krushnakunja, Girija Nayak R/o: Omkar Swaroop Appts, 1436
Housing Society, Near Hyde Park Shukrawar Peth
Market Yard, Pune 411 037 Pune 411 002

   

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