Directors Report of Panabyte Technologies Ltd.

Mar 31, 2025

Your Directors are pleased to present the Forty-fourth Annual Report of Panabyte Technologies
Limited (âthe Companyâ) on the business and operations of the Company, together with the Audited
Financial Statements for the financial year ended March 31, 2025.

In compliance with the applicable provisions of Companies Act, 2013 (including any statutory
modification(s) or re-enactment(s) thereof, for time being in force) (âthe Actâ) and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âthe
SEBI Regulationsâ), this report covers the financial results and other development during the
financial year 1^st April, 2024 to 31^st March, 2025 and other developments up to the date of the Board
meeting held on 13^th August, 2025 to approve this report, in respect of the Company.

STATE OF THE COMPANYâS AFFAIRS

Financial Highlights

The summarized financial results of your Company are given below:

Particulars	Financial Year	Financial Year
	Ended as on	Ended as on
	31/03/2025	31/03/2024
Revenue from operations (net)	832.788	375.475
Earnings before interest, tax, depreciation and amortization (EBITDA) and prior period adjustments (excluding other income)	41.969	(0.007)
Depreciation and amortization expenses	13.486	11.952
Finance Cost	41.975	43.549
Profit before tax (PBT)	12.801	(59.902)
Profit after tax and minority interest (PAT)	9.147	(45.706)

*Previous year figures have been regrouped / rearranged wherever necessary.

Accounting treatment in preparation of Financial Statements

The Financial Statements have been prepared in accordance with Indian Accounting Standards (Ind
AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 and
other relevant provisions of the Companies Act, 2013.

Performance

During the year, the Company achieved/incurred total revenue of ? 8,32,78,770 as compared to
? 3,75,47,509 in the previous year.

The Earnings before Interest, Depreciation, Tax and Appropriations (EBITDA) stood at ? 41,96,885 in
the current year as compared to ? (749) in the previous year.

The Company has earned a profit. The Net Profit after Tax stood at ? 9,14,701 as compared to Net
Loss after Tax ? (45,70,587) in the previous year.

DIVIDEND

Given the focus on future growth, potential synergistic acquisitions and addressing unforeseen
contingencies of the Company, your Directors have not recommended any dividend for the financial
year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and
Refund) Rules, 2016 (including amendments and modifications, thereof), Rs. 14,650.5/- of
unpaid/unclaimed dividends were transferred during the year under review to the Investor Education
and Protection Fund.

The Company shall be transferring the unclaimed/unpaid dividends for the Financial Year 2017-2018
(Due date is November 03, 2025) to the Investor Education and Protection Fund Authority, established
by the Central Government, in terms of the provisions of Sections 124 and 125 of the Companies Act,
2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016.

Members who have not encashed their Dividend Warrants for the above Financial Year 2017-2018 may
approach the Companyâs Registrar & Share Transfer Agent for encashment of their unclaimed
dividend.

TRANSFER TO RESERVE

The Company has not proposed to transfer any amount to the General Reserve.

DEPOSITS

There were no public deposits accepted during the year or any amount of principal or interest thereof
was outstanding in terms of section 73 and 74 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014, for the Financial Year ended on 31^st March, 2025.

CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the Financial Year 2024-2025.
SHARE CAPITAL

There has been no change in the Authorised Share Capital of the Company during the financial year
under review.

During the year, the Company issued and allotted 24,00,000 (Twenty-Four Lakhs) warrants, each
convertible into or exchangeable for one equity share within a period of 18 (eighteen) months, to nonÂ¬
promoters on a preferential basis, in accordance with the applicable laws. Out of these, 7,40,000 equity
shares of face value ?10/- each were allotted upon conversion of an equal number of warrants, at an
issue price of ?19.75 each upon receipt of balance amount at the rate of Rs. 14.80 per warrant (being
75 percent of the issue price per warrant as "Warrant Exercise Price"), in line with the applicable
regulatory provisions. Consequently, the paid-up Equity Share Capital of the Company stood at
?5,13,00,000 (Rupees Five Crores Thirteen Lakhs) as on March 31, 2025.

A special resolution was passed at the Extra-Ordinary General Meeting held on March 06, 2025,
authorizing the issuance and allotment of 3,50,000 (Three Lakhs and Fifty Thousand) warrants, each
convertible into or exchangeable for one equity share within a period of 18 (eighteen) months, to the
promoter group on a preferential basis in accordance with the applicable laws. The Company received
in-principle approval from BSE Ltd. on April 15, 2025, and the Board approved the allotment of the
warrants on April 30, 2025. The Company is currently proceeding with the necessary further actions.

Shares with differential voting rights and sweat equity shares:

During the year, the Company has not issued shares with differential voting rights. It has neither issued
employee stock options nor sweat equity shares; Further, the Company has âPanabyte Technologies
Limited - Employee Stock Option Scheme, 2024â (âPTL -ESOP 2024â) approved by the members of

the Company at the Annual General meeting of the Company held on 24 ^th September 2024.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate system of internal controls commensurate with the size of its operation and
business to ensure that all assets are safeguarded and protected against loss from unauthorizeduse or
disposition, and to ensure that all the business transactions are authorized, recorded and reported
correctly and adequately.

During the year 2024-2025, M/s. Sanket Sangoi & Associates, Chartered Accountants were reÂ¬
appointed as the Internal Auditors by the Board of Directors. The Audit Committee reviews reports
submitted by Internal Auditor. Suggestions for improvement are considered and the Audit Committee
reviews on the corrective actions taken by the Management. Further, The Board has appointed M/s
Sanket Sangoi & Associates as an internal auditor for Financial Year 2025-2026. The Internal Auditor
directly reports to Audit Committee.

DIRECTORSâ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors
confirm 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 had 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 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 Companies Act, 2013, for 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;

E. the directors had laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and are operating effectively;

F. the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws are in place and such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company continues to place greater emphasis on managing its affairs with diligence,
transparency, responsibility and accountability and is committed to adopting and adhering to best
Corporate Governance practices. The Board considers itself as a trustee of its shareholders and
acknowledges its responsibilities towards them for creation and safeguarding their wealth. As a part
of its growth strategy, it is committed to high levels of ethics and integrity in all its business dealings
that avoid conflicts of interest. In order to conduct business with these principles, the Company has
created a corporate structure based on business needs and maintains a high degree of transparency
through regular disclosures with a focus on adequate control systems.

However, as per provisions of Regulation 15 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, providing a separate report on Corporate Governance under
Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 is not applicable to the Company.

RISK MANAGEMENT

The Company has formulated a Risk Management Policy for dealing with different kinds of risks
which it faces in day to day operations of the Company. Risk Management Policy of the Company
outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The
Company has adequate internal control systems and procedures to combat the risk. The Risk
management procedure will be reviewed by the Audit Committee and Board of Directors on time to
time basis.

For more details on the topic, please refer to the Management Discussion and Analysis report which
forms part of the Annual Report and is attached herewith marked as Annexure II of this Directorâs
Report. Policy on Risk Management is available on the website of the Company at
http: //www .panabyte.com/corporate -governance/.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

As a part of its philosophy of adhering to highest ethical standards, transparency and accountability,
your Company has historically adopted the practice of undertaking related party transactions only in
the ordinary and normal course of business and at armâs length.

During the year, all transactions entered into with the related parties as defined under the Companies
Act, 2013 were in the ordinary course of business and on armâs length pricing basis and do not attract
the provisions of Section 188 of the Companies Act, 2013. There were no materially significant
transactions with the related parties during the financial year other than those mentioned in Form
AOC-2 at Annexure I of this Directorâs Report. Also, suitable disclosure as required by the Indian
Accounting Standards (Ind AS 24) has been made in the notes to Financial Statements, which forms
a part of the Annual Report.

All transactions entered into with the related parties as defined under the Companies Act, 2013 are
placed before the Audit Committee and also before the Board for approval and noting. Prior approval
and omnibus approval, wherever required, is obtained from the Audit Committee for the transactions
which are of a foreseeable and repetitive nature.

Policy on Related Party Transactions

As per Regulation 15 of SEBI (LODR) Regulations, 2015, Company is exempted from complying
with Regulation 23 of SEBI (LODR) Regulations, 2015 and hence preparing a Policy on Related Party
Transactions is not applicable to the Company.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report, as required under SEBI (LODR) Regulations 2015,
forms part of the Annual Report and is attached herewith marked as Annexure II of this Boardâs
Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year, the provisions of Section 135 of the Companies Act, 2013 w.r.t. Corporate Social
Responsibility are not applicable to the Company.

PREVENTION OF INSIDER TRADING

The Company has adopted an âInternal Code of Conduct for Regulating, Monitoring and Reporting
of Trades by Designated Personsâ (âthe Codeâ) in accordance with the SEBI (Prohibition of Insider
Trading) Regulations, 2015 (âPIT Regulationsâ). The Code is applicable to promoters, member of
promoter group, all Directors and such designated employees who are expected to have access to
unpublished price sensitive information relating to the Company. The Company Secretary is the
Compliance Officer for monitoring adherence to the said PIT Regulations. Your Company has
approved and adopted new âCode of Conduct for Prohibition of Insider Tradingâ The new policy has
been adopted on August 09th, 2024 with effective from September 24, 2024, for regulating the
dissemination of Unpublished Price Sensitive Information and trading in securities by Insiders and
shall also be amended as per the requirements under the law. The said code is also available on the
website of the Company https://panabvte.com/corporate-governance/.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The composition of the Board is in accordance with the provisions of Section 149 of the Act with an
appropriate combination of Non-Executive Directors and Independent Directors. As per Regulation 15
of SEBI (LODR) Regulations, 2015, Company is exempted from complying with Regulation 17 of
SEBI (LODR) Regulations, 2015 and hence the compliance with the corporate governance provisions
in regards with Board Composition is not applicable to the Company.

The Board of the Company is comprised of persons with competence and integrity. Besides the
experience, strong financial acumen, strategic astuteness, and leadership qualities, they have a
significant degree of commitment towards the Company and devote adequate time to the meetings.

In terms of the requirement of the Listing Regulations, the Board has identified core skills, expertise,
and competencies of the Directors in the context of the Companyâs businesses for effective
functioning. In the opinion of the Board, all the directors, as well as the directors appointed / reÂ¬
appointed during the year possess the requisite qualifications, experience and expertise and hold high
standards of integrity.

The details of composition of Board of directors for the financial year ending March 31, 2025 are
given below:

Sr No	Name	Designation	Promoter/ NonÂ¬ Promoter	Executive/Non- Executive	Independent/Non -Independent
1	Prakash Vichhivora	Chairman & Managing Director	NonÂ¬ Promoter	Executive	Non-Independent
2	Hetal Vichhivora	Whole-Time Director	Promoter Group	Executive	Non-Independent
3	Shailesh Gala	Independent Director	NonÂ¬ Promoter	Non-Executive	Independent
4	Tejaswini More	Independent Director	NonÂ¬ Promoter	Non-Executive	Independent
5	Chhaya Bhonslay	Independent Director	NonÂ¬ Promoter	Non-Executive	Independent
6	Narayan Mundhra	Director	NonÂ¬ Promoter	Non-Executive	Non-Independent

During the year, following change took place in the Board of Directors of the Company:

Mrs. Chhaya Rajendra Bhonslay, bearing (DIN: 07133344) was appointed as Additional Independent
Director in the category of Non-Executive and Independent Director of the Company by the Board of
Directors w.e.f. November 12, 2024 and her appointment was approved by members via Postal Ballot
on January 04, 2025 as an Independent Director (Non-Executive) of the Company, not liable to retire
by rotation, for a term of 5 (five) consecutive years from the original date of appointment i.e. 12^thNovember, 2024 to 11^th November, 2029. Her appointment is warmly welcomed by the Board.

Mr. Shailesh Premji Gala, bearing (DIN: 01283286) was reappointed as a Non-Executive Independent
Director of the Company for the second consecutive term of five years i.e. from 29^th May, 2025 to 28^thMay, 2030, and who would not be liable to retire by rotation, in the Board meeting held on August 09,
2024 and his re-appointment was approved by members in 43^rd Annual General Meeting held on
September 24^th, 2024.

Mr. Anil Jaychand Dagade, bearing (DIN:02701030) resigned from the position of Independent
Director of the Company, with effect from the close of business hours of August 29, 2024 due to preÂ¬
occupation and his other personal and professional commitments and there is no other material reason
other than the said for his resignation from the Board of the Company. The Board places on record its
sincere appreciation for the valuable contribution and guidance provided by Mr. Anil Dagade during
his association with the Company.

Director Retiring by Rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the
Company, Mr. Prakash Mavji Vichhivora, bearing (DIN: 03123043) is liable to retire by rotation at
the ensuing AGM and being eligible, offers himself for re-appointment. The Board recommends his
reappointment as Director liable to retire by rotation at the ensuing AGM. All details pertaining to his
appointment are detailed in the Notice of 44^th AGM.

Declaration_by_Independent_Directors

In accordance with the Section 149(7) of the Act, each Independent Director has given a written
declaration to the Company at the time of their appointment and at the first meeting of the Board of
Directors in every financial year confirming that he/she meets the criteria of independence as
mentioned under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI
(LODR) Regulations, 2015. Also, in the opinion of the Board, the Independent directors meet the said
criteria.

The Board is also of the opinion that the Independent Directors of the Company possess requisite
qualifications, experience and expertise in the fields of general corporate management, marketing,
finance, taxation, accounts and strategy and they hold highest standards of integrity.

Key_Managerial_Personnel

> Mr. Prakash Vichhivora is Chairman & Managing Director

> Mr. Hetal Vichhivora is Whole-Time Director

> Mr. Subhash Kanojiya is the Chief Financial Officer

> Ms. Harshada Ashok Mohite is Company Secretary & Compliance Officer

During the year and up to the date of the Board meeting held on 13 ^th August, 2025 to approve this report,
following changes took place in the Key Managerial Personnel of the Company:

Ms. Harshada Ashok Mohite, bearing (Membership No.: A73929), was appointed as Company
Secretary and Compliance Officer of the Company with effect from 21^st May, 2024. Her appointment
was warmly welcomed by the Board.

Board_Diversity

Your Company recognizes and embraces the benefits of having a diverse Board that possesses a
balance of skills, experience, expertise and diversity of perspectives, appropriate to the requirements
of the businesses of the Company. The Company sees increasing diversity at the Board level as an
essential element in maintaining a competitive advantage. A truly diverse Board will include and make
good use of the differences in the skills, regional and industry experience and background among
directors. These differences are considered in determining the optimal composition of the Board.

Annual_Evaluation_process

Pursuant to Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Company has âDirectors
Performance Evaluation Policyâ in place. In accordance with the said Policy, all the Directors had
filled up Questionnaire and feedback form for evaluation of individual Directors, Board as a whole,
Chairman, committees, and Independent Directors, which format forms a part of the policy.
Thereafter Board evaluated every Director including Independent Director on 12^th February, 2025.

Further the Board has also evaluated its own performance, Audit Committee, Nomination &
Remuneration Committee and Stakeholders Relationship Committee, Chairman and all Directors
individually. The Board concluded that the overall performance of all the Directors were very good.

Independent,Directorâs,Separate_Meeting

A separate meeting of Independent Directors of the Company, was held on 12^th February, 2025 as
required under Schedule IV to the Act (Code for Independent Directors) and Regulation 25(3) of the
Listing Regulations.

At the meeting following matters were taken up;

â¢ reviewed the performance of Non-Independent Directors and the Board as a whole.

â¢ reviewed the performance of the Chairperson of the Company.

â¢ assess the quality, quantity and timeliness of flow of information.

Two Independent Directors of the Company attended the Meeting of Independent Directors.

NUMBER OF BOARD MEETINGS

Your Board of Directors (âBoardâ) meets at regular intervals to discuss and decide on various business
policies, strategies, financial matters and other businesses. The Board exhibits strong operational
oversight with regular presentations in quarterly meetings. Date of the Board/Committee Meetings are
decided and communicated to the Directors well in advance. However, in case of an exigency or urgent
business matters, resolutions are passed by circulation or on a shorter notice for such matters as
permitted by law.

The maximum interval between any two meetings did not exceed 120 days as prescribed in the
Companies Act, 2013.

During the Financial Year 2024-25, Total 6 (Six) meetings of the Board of Directors of the Company
were held on May 21^st, 2024, August 09^th, 2024, November 12^th, 2024, January 23^rd, 2025, February
05^th, 2025 and February 12^th, 2025. During the year, there was 1 (one) Annual General Meeting held on
24^th September, 2024 and 1 (one) Extra-Ordinary General Meeting held on 06^th March, 2025. The
details of attendance of each Director at the Board Meetings, AGM and EGM are given below;

Sr. No.	Name of Director	No. of meetings eligible	No. of Board Meetings attended	Attendance at AGM held on 24^thSeptember, 2024	Attendance at EGM held on 06^thMarch, 2025
1	Prakash Vichhivora	6	6	Yes	Yes
2	Hetal Vichhivora	6	6	Yes	Yes
3	Shailesh Premji Gala	6	6	Yes	Yes
4	Tejaswini More	6	6	Yes	Yes
5	Narayan Mundhra	6	3	Yes	Yes
6	Chhaya Bhonslay	3	0	NA	Yes
7	Anil Dagade	2	1	NA	NA

Compliance_with_Secretarial_Standards_on_Board_and_Annual_General_Meetings

The Company has complied with Secretarial Standards 1 & 2 issued by the Institute of Company
Secretaries of India on Board Meetings and Annual General Meetings.

COMMITTEES OF THE BOARD

The Board of Directors has constituted various statutory committees comprising of Executive, NonÂ¬
Executive and Independent Directors to discharge various functions, duties and responsibilities cast
under the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and other applicable statutes, rules
and regulations applicable to the Company from time to time. The Committees also focus on critical
functions of the Company in order to ensure smooth and efficient business operations. The Board of
Directors is responsible for constituting, assigning, co-opting and fixing the terms of reference of
these committees in line with the extant regulatory requirements. The Committees meet at regular
intervals for deciding various matters and providing directions and authorizations to the management
for its implementation.

Currently, the Board of Directors has formulated the following committees, viz.

i. Audit Committee

ii. Nomination & Remuneration Committee

iii. Stakeholdersâ Relationship Committee

Audit Committee

During the year, the Audit Committee comprised of the following Members;

Sr. No.	Name of the Committee Member	Position in the Committee
1	Mr. Shailesh Premji Gala	Chairperson
2	Ms. Tejaswini More	Member
3	Mrs. Chhaya Bhonslay	Member (Appointed w.e.f. 12^th November, 2024)
4	Mr. Anil Dagade	Member (resigned w.e.f. the close of business hours of August 29, 2024)

During the year total 4 (Four) meetings of the Audit Committee of the Company were held on May
21^st, 2024, August 09^th, 2024, November 12^th, 2024 and February 12^th, 2025.The details of
attendance of each Member at the Audit Committee are given below;

Sr. No.	Name of Member	No. of Committee Meetings eligible	No. of Committee Meetings attended
1	Mr. Shailesh Gala	4	4
2	Ms. Tejaswini more	4	4
3	Mrs. Chhaya Bhonslay	1	0
4	Mr. Anil Dagade	2	1

Nomination and Remuneration Committee

During the year, composition of Nomination and Remuneration Committee comprised of the
following Members:

Sr. No.	Name of Member	Position in the Committee
1	Mrs. Chhaya Bhonslay	Chairperson (w.e.f. 12^th November, 2024)
2	Mr. Anil Dagade	Chairperson (resigned w.e.f. the close of business hours of August 29, 2024)
3	Mr. Shailesh Premji Gala	Member
4	Ms. Tejaswini More	Member

During the year, there were 4 (Four) Meetings held on May 21^st, 2024, August 09^th, 2024, November
12^th, 2024 and February 12^th, 2025. The details of attendance of each Member at the Nomination and
Remuneration Committee Meetings are given below;

Sr. No.	Name of Member	No. of Committee Meetings eligible	No. of Committee Meetings attended
1	Mr. Shailesh Premji Gala	4	4
2	Ms. Tejaswini More	4	4
3	Mrs. Chhaya Bhonslay	1	0
4	Mr. Anil Dagade	2	1

Stakeholders Relationship Committee

During the year, the Stakeholdersâ Relationship Committee comprised of the following Members;

Sr. No.	Name of the Committee Member	Position in the Committee
1	Mr. Shailesh Premji Gala	Chairperson
2	Ms. Tejaswini More	Member
3	Mrs. Chhaya Bhonslay	Member
4	Mr. Anil Dagade	Member (resigned w.e.f. the close of business hours of August 29, 2024)

During the year there was 1 (One) Meeting held on February 12^th, 2025. The details of attendance of
each Member at the Stakeholdersâ Relationship Committee Meeting are given below:

Sr. No.	Name of the Members	No. of the Committee meetings eligible	No. of the Committee meetings attended
1	Mr. Shailesh Premji Gala	1	1
2	Ms. Tejaswini More	1	1
3	Mrs. Chhaya Bhonslay	1	0
4	Mr. Anil Dagade	0	0

The details of complaints received and resolved during the Financial Year 2024-2025 are given in
the table below:

Particulars	No. of Complaints Attended
Opening as on 1^st April, 2024	-
Received during the year	-
Resolved during the year	-
Closing as on 31^st March, 2025	-

HUMAN RESOURCE

The Company understands that people are its most valuable assets. The Company has developed a
continuous learning human resource base to unleash potential and fulfil the aspirations of the
employees. The strategic thrust of Human Resource has been on improvement of the performance of
employees through training & development and also to identify outperformers who have the potential
for taking higher responsibilities.

During the year, the personal relations with the employees remained cordial in all respects. The total
number of employees on the rolls of the Company were 45 as on 31^st March, 2025. Material
disclosures in the Human Resource front have been detailed under the head âHuman Resourceâ in the
Management Discussion & Analysis which forms a part of the Annual Report and is attached herewith
marked as Annexure II of this Directorâs Report.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, the Company did not have any Subsidiary Company, associate or joint
venture Company

AUDITORS AND AUDITORSâ REPORT
Statutory_Audit

M/s. KPB & Associates, Statutory Auditor of the Company have conducted the audit for the F.Y.
2024-2025.

Pursuant to the provisions of Section 139(2) of the Act and the rules made thereunder, the Members
at their 41^st AGM held on September 28^th, 2022 appointed M/s. KPB & Associates, Chartered
Accountants (Firm Registration Number: 114841W) as the Statutory Auditors of the Company for a
term of five years, i.e., from the conclusion of the 41^st AGM till the conclusion of 46^th AGM.

With reference to point (iv)(1) of Annexure - A to the auditorâs report:

âIn respect of grant of loans, making investments and providing guarantees and securities during the
year as referred in Section 186 of the Companies Act, 2013, the company has failed to comply with
this provision of the Act, as: Any prior approval from Banks / Public Financial Institution viz. Canara
Bank is not on the recordâ

However, the provision of section 186(5) clearly states No investment shall be made or loan or
guarantee or security given by the company unless the resolution sanctioning it is passed at a meeting
of the Board with the consent of all the Directors present at the meeting and the prior approval of the
public financial institution concerned where any term loan is subsisting, is obtained:''

The provisions of section 186 are not applicable since the company advanced the loan before
obtaining loan from financial institution viz Canara Bank. Term loan obtained from a financial
institution has been used only for the purpose for which it has been sanctioned i.e Working capital
requirements. These funds are never utilized for advancing loans or investments purposes.

The Notes on financial statements referred to in the Auditorâs Report are self-explanatory and do not
call for any further comments. Further, there were no frauds reported by the Statutory Auditors as
specified under Section 143(12) of the Act requiring disclosure in the Boardâs Report.

Secretarial_Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. D. M. Zaveri &
Co., Company Secretaries as Secretarial Auditor to undertake the Secretarial Audit of the Company
for the FY 2024-25. The Secretarial Audit Report confirms that the company has complied with the
applicable laws except the company has not paid listing fees to the BSE Limited as per regulation 14
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as informed by the
management, the Company is in process of making payment soon.

Further, in terms of the regulatory requirements; M/s D. M. Zaveri & Co. has issued the Secretarial
Audit Report which is appended as Annexure III to this Report. Further, there were no frauds reported
by the Secretarial Auditors as specified under Section 143(12) of the Act.

Internal_Auditor

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, the
Board of Directors has appointed M/s. Sanket Sangoi & Associates, as an Internal Auditor of the
Company for the financial year 2024-2025. The Audit Committee reviews reports submitted by
Internal Auditor. Suggestions for improvement are considered and the Audit Committee reviews on
the corrective actions taken by the Management. The Internal Auditor report directly reports to Audit
Committee. Based on the reports of internal audit, process owners undertake corrective action in their
respective areas. Significant audit observations and corrective actions are periodically presented to the
Audit Committee of the Board.

Cost_Audit

During the year, Company was exempted from applicability of maintenance of cost records and Cost
Audit pursuant to the provisions of Section 148 of the Companies Act, 2013 read with second proviso
of Rule 3 of the Companies (Cost Records and Audit) Rules, 2014.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION
WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF
THE REPORT

There have been no material changes or commitments affecting the financial position of the Company
which have occurred after March 31, 2025 till the date of this report.

Our team has diligently applied their knowledge, expertise, and efforts to recover previous losses by
expanding the business and implementing new plans, strategies, innovations, and techniques. As a
result, the Company is on a steady path toward progress, firmly committed to delivering on the
promises made to our stakeholders. The management remains confident that, in due course, the
business will witness upward shift, leading to positive growth in the upcoming financial year.

The Company has significantly strengthened its presence in the service industry, with a strategic focus
on IT-enabled services. We believe this specialization will serve as a major growth driver and
contribute positively to the Companyâs long-term performance. The management is optimistic that
this direction will result in sustained growth and value creation for all stakeholders in the years ahead.

Visil.Mechanism

In line with the best Corporate Governance practices, the Company has put in place a system through
which the Directors, employees and business associates may report concerns about unethical
behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct without fear of
reprisal.

The Company has put in place a process by which employees and business associates have direct
access to the Vigilance Officer and Chairperson of Audit Committee.

The Whistle Blower Policy has been posted on the Companyâs website at https://panabyte.com/corporate-
governance/.

Disclosure_under_the_Sexual_Harassment_ofWomen_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 thereunder. 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 Company has complied with the constitution of Internal Complaints Committee as provided
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. Further the Company has not received any complaint of sexual harassment during the financial
year 2024-2025.

(a) number of complaints of sexual harassment received in the year - Nil;

(b) number of complaints disposed off during the year - Nil; and

In financial year 2024-25, the Internal Committee of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 has been re-constituted as per the requirement of
the Act to reconstitute ICC on the completion of 3 years from date of Constitution of previous ICC.

The Policy for Sexual Harassment of Women at Workplace has been posted on the Companyâs website
at https://panabvte.com/corporate-governance/.

Compliance_with_the_Maternity_Benefit_Act,_1961

The provisions of the Maternity Benefit Act, 1961, including all applicable amendments and the rules
framed thereunderâincluding provisions such as paid maternity leave, nursing breaks, and protection
from dismissal during maternity leave to all the eligible womenâwere not applicable to the Company
for the financial year 2024-25. The Company is committed to ensuring a safe, inclusive, and supportive
workplace for women employees.

The Company also ensures that no discrimination is made in recruitment or service conditions on the
grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and
letter of the legislation.

Gender-wise_composition_of_employees

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below
the gender composition of its workforce as on the March 31, 2025.

Male Employees: 40

Female Employees: 5

Transgender Employees: Nil

This disclosure reinforces the Companyâs efforts to promote an inclusive workplace culture and equal
opportunity for all individuals, regardless of gender.

Significant_and_Material_Orders_Passed_by_the_Regulators_or_Courts

There are no significant and material orders passed by the Regulators or Courts or Tribunals which
would impact the going concern status of the Company and its future operations. However, membersâ
attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of
the financial statements.

Particulars_of_Loans_given,_Investments_made,_Guarantees_given_and_Securities_Provided

The Company has made compliance with the provisions of Section 186 of the Companies Act, 2013
during the year. Details of the Loans, Investments and guarantees covered under the provisions of
Section 186 of the Companies Act, 2013 forms a part of notes to the Financial Statement which forms
a part of this Annual report.

Conservation_of_Energy,_Technology_Absorption_and_Foreign_Exchange_Earnings_and_Outgo

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings
and Outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of
Companies (Accounts) Rules 2014, is annexed as Annexure IV of this Directorâs Report.

Annual_Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed
a copy of the Annual Return (FORM MGT-7) which can be accessed through weblink
https://panabyte.com/corporate-governance/, https://drive.google.com/file/d/1N5HTugmYEPU7Fa0j-
C 8AkNV5l2zDoV1/view .

Particulars_of_Employees_and_related_disclosures

The statement containing information as required under the provisions of Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is given in Annexure V of Directorâs Report.

In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the
shareholders excluding the information required under Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested
in inspection or obtaining a copy of the said information may write to the Company Secretary and
the same will be furnished on request.

Pursuant to provisions of the Companies Act, 2013 and provisions of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company has adopted various applicable
policies. The policies are available on Companyâs website - http://www.panabyte.com/corporate-
governance/ .

All the applicable policies has been formulated as per the Companies Act, 2013 (âthe Actâ) and
applicable SEBI Regulations and are amended time to time. The complete disclosure of the said
policy is available on the Companyâs website - http://www.panabvte.com/corporate-governance/ .

DEPOSITORY SERVICES

The Companyâs Equity Shares have been admitted to the depository mechanism of the National
Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited
(CDSL). As a result, the investors have an option to hold the shares of the Company in a
dematerialized form in either of the two Depositories. The Company has been allotted ISIN No.
INE516E01019.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with
Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings
in electronic form.

INDUSTRIAL RELATIONS

Overall, the Industrial Relations in all our Units of the business have been harmonious and cordial
and were maintained at the desired satisfactory levels throughout the year.

CAUTIONARY STATEMENT

Statements in this Report, Management Discussion and Analysis and Chairmanâs Letter may be
forward looking within the meaning of the applicable securities laws and regulations. Actual results
may differ materially from those expressed in the statement.

OTHER DISCLOSURES

No disclosures are required in respect of sub rule xi & xii of Rule 8(5) of The Companies (Accounts)
Rules, 2014 read with Section 134(3)(q) as the same is not applicable to the Company during the
financial year.

No application has been made by the Company and there are no proceedings pending against the
Company, under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year
2024-25.

There were no transactions requiring disclosure or reporting in respect of matters relating to one-time
settlement with any bank or financial institution.

Wherever applicable, refer the Companyâs website www.panabyte.com or relevant details will be
provided to the members on written request to the Company Secretary.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Government of India, concerned State
Governments, other Government Authorities, Departments and Agencies, the Stakeholders, Business
Associates, Banks, Financial Institutions, Customers, Vendors and Service Providers,
consultants/advisors of the Company for the valuable support and co-operation extended by them
during the year.

Your Directors would also like to place on record their sincere thanks and appreciation for the
contribution, consistent hard work, dedication and commitment of our employees at all levels.

By order of the Board of Directors of
Panabyte Technologies Limited

Date: 13/08/2025 Prakash Mavji Vichhivora

Place: Thane Chairman & Managing Director

DIN: 03123043

Mar 31, 2024

Your Directors are pleased to present the Forty-third Annual Report of Panabyte Technologies
Limited (formerly known as Panache Innovations Limited) (âthe Companyâ) on the business and
operations of the Company, together with the Audited Financial Statements for the financial year
ended March 31, 2024.

In compliance with the applicable provisions of Companies Act, 2013 (including any statutory
modification(s) or re-enactment(s) thereof, for time being in force) (âthe Actâ) and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âthe
SEBI Regulationsâ), this report covers the financial results and other development during the
financial year 1^st April, 2023 to 31^st March, 2024 and other developments up to the date of the Board
meeting held on 09^th August, 2024 to approve this report, in respect of the Company.

STATE OF THE COMPANYâS AFFAIRS

Financial Highlights

The summarized financial results of your Company are given below:

(Rs in lakhs)

Particulars	Financial Year	Financial Year
	Ended as on	Ended as on
	31/03/2024	31/03/2023
Revenue from operations (net)	375.48	886.69
Earnings before interest, tax, depreciation and amortization (EBITDA) and prior period adjustments (excluding other income)	(0.01)	2.36
Depreciation and amortization expenses	11.95	12.37
Finance Cost	43.55	39.87
Profit before tax (PBT)	(59.90)	(60.27)
Profit after tax and minority interest (PAT)	(45.71)	(44.73)

^Previous year figures have been regrouped / rearranged wherever necessary.
Accounting_treatment_in_preparation_of_Financial_Statements

Performance

During the year, the Company achieved/incurred total revenue of ? ? 3,75,47,509 as compared to
? 8,86,69,319 in the previous year.

The Earnings before Interest, Depreciation, Tax and Appropriations (EBITDA) stood at ? (749) in the
current year as compared to ? 2,36,092 in the previous year.

The Company incurred loss. The Net Loss after Tax ? (45,70,587) as compared to Net Loss after Tax
? (44,73,047) in the previous year.

DIVIDEND

Given the losses sustained during the current financial year and with the focus on future growth,
potential synergistic acquisitions and addressing unforeseen contingencies of the Company, your
Directors have not recommended any dividend for the financial year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND

The company has not declared any dividend for the financial year 2023-24. The dividend from the
financial year 2016-17, amounting to Rs. 14,700.5 /- has remained unpaid or unclaimed for over seven
years. Consequently, this amount will be transferred to the Investor Education and Protection Fund
(IEPF).

As of 31^st March, 2024, total unclaimed dividend stands at Rs. 14,700.5/-.

TRANSFER TO RESERVE

The Company has not proposed to transfer any amount to the General Reserve.

DEPOSITS

CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the Financial Year 2023-2024.
SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31, 2024 was ^4,39,00,000. There was
no change in the share capital during the period. During the year, the Company has not issued shares
with differential voting rights. It has neither issued employee stock options nor sweat equity shares
and does not have any scheme to fund its employees to purchase the shares of the Company.

A special resolution was passed at the Extra-Ordinary General Meeting held on March 20, 2024,
authorizing the issuance and allotment of 24,00,000 (Twenty-Four Lakhs) warrants, each convertible
into or exchangeable for one equity share within a period of 18 (eighteen) months, to non-promoters on
a preferential basis in accordance with applicable laws. The Company received in-principle approval
from BSE Ltd. on April 12, 2024, and the Board approved the allotment of the warrants on April 20,
2024. The Company is currently proceeding with the necessary further actions.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate system of internal controls commensurate with the size of its operation and
business to ensure that all assets are safeguarded and protected against loss from unauthorized use or
disposition, and to ensure that all the business transactions are authorized, recorded and reported
correctly and adequately.

During the year 2023-2024, M/s. Sanket Sangoi & Associates, Chartered Accountants were reÂ¬
appointed as the Internal Auditors by the Board of Directors. The Audit Committee reviews reports
submitted by Internal Auditor. Suggestions for improvement are considered and the Audit Committee
reviews on the corrective actions taken by the Management. Further, The Board has appointed M/s
Sanket Sangoi & Associates as an internal auditor for Financial Year 2024-2025. The Internal Auditor

directly reports to Audit Committee.

DIRECTORSâ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors
confirm that:

A. in the preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures;

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 are operating effectively;

F. the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws are in place and such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

RISK MANAGEMENT

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

Policy on Related Party Transactions

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report, as required under SEBI (LODR) Regulations 2015,
forms part of the Annual Report and is attached herewith marked as Annexure II of this Boardâs
Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year, the provisions of Section 135 of the Companies Act, 2013 w.r.t. Corporate Social
Responsibility are not applicable to the Company.

PREVENTION OF INSIDER TRADING

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The details of composition of Board of directors for the financial year ending March 31, 2024 are
given below:

Sr No	Name	Designation	Promoter/ NonÂ¬ Promoter	Executive/Non- Executive	Independent/Non -Independent
1	Prakash Vichhivora	Chairman & Managing Director	NonÂ¬ Promoter	Executive	Non-Independent
2	Hetal Vichhivora	Whole-Time Director	Promoter Group	Executive	Non-Independent
3	Shailesh Gala	Independent Director	NonÂ¬ Promoter	Non-Executive	Independent
4	Anil Dagade	Independent Director	NonÂ¬ Promoter	Non-Executive	Independent
5	Tejaswini More	Independent Director	NonÂ¬ Promoter	Non-Executive	Independent
6	Narayan Mundhra	Director	NonÂ¬ Promoter	Non-Executive	Non-Independent

Changes_in_Directors

During the year, following change took place in the Board of Directors of the Company:

Mr. Narayan Das Mundhra, bearing (DIN:10483628) was appointed as Additional Director in the
category of Non-Executive and Non-Independent Director of the Company by the Board of Directors
w.e.f. February 02, 2024 and his appointment was approved by members in the Extra-Ordinary
General Meeting held on March 20, 2024 as a Director (Non-Executive and Non-Independent) of the
Company, liable to retire by rotation. His appointment is warmly welcomed by the Board.

Mr. Prakash Mavji Vichhivora, bearing (DIN: 03123043) was reappointed as Chairman & Managing
Director for a period of 5 years effective from May 30^th, 2024 to May 29^th, 2029 liable to retire by
rotation, in the Board meeting held on August 28, 2023 and his appointment was approved by
members in 42^nd Annual General Meeting held on September 23^rd, 2023.

Mr. Hetal Mavji Vichhivora, bearing (DIN: 03123060) was reappointed as Whole-Time Director &

Chief Financial Officer for a period of 5 years effective from May 30^th, 2024 to May 29^th, 2029 liable
to retire by rotation, in the Board meeting held on August 28, 2023 and his appointment was approved
by members in 42^nd Annual General Meeting held on September 23^rd, 2023.

Mr. Amit Devchand Rambhia, bearing (DIN: 00165919) resigned from the position of Chairman and
Non-Executive Director w.e.f. closing of business hours of 30^th May, 2023 due to his other
professional commitments and there is no other material reason other than the said for his resignation
from the Board of the Company. The Board places on record its sincere appreciation for the services
rendered by Mr. Amit Rambhia during his association with the Company.

Director Retiring by Rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the
Company, Mr. Hetal Mavji Vichhivora, bearing (DIN: 03123060) is liable to retire by rotation at the
ensuing AGM and being eligible, offers himself for re-appointment. The Board recommends his
reappointment as Director liable to retire by rotation at the ensuing AGM. All details pertaining to his
appointment are detailed in the Notice of 43^rd AGM.

Re-appointment of Independent Director

Mr. Shailesh Premji Gala (DIN: 01283286) has been approved reappointment as Non-Executive
Independent Director for the second consecutive term of 5 years effective from May 29^th, 2025 to May
28^th, 2030 not liable to retire by rotation, in the Board meeting held on August 09, 2024. The Board
recommends his reappointment at the ensuing AGM. All details pertaining to his appointment are
detailed in the Notice of 43^rd AGM.

Declaration_by_Independent_Directors

Key_Managerial_Personnel

> Mr. Prakash Vichhivora is Chairman & Managing Director

> Mr. Hetal Vichhivora is Whole-Time Director

> Mr. Subhash Kanojiya is the Chief Financial Officer

> Ms. Harshada Ashok Mohite is Company Secretary & Compliance Officer (appointed w.e.f.

21^st May, 2024)

Changes_in_Key_Managerial_Personnel

During the year and up to the date of the Board meeting held on 09th August, 2024 to approve this report,
following changes took place in the Key Managerial Personnel of the Company:

Ms. Saloni Hurkat, resigned from the post of Company Secretary and Compliance Officer of the
Company with effect from 16th August, 2023.

Ms. Ayushi Sahu (Membership No.: A68810), was appointed as Company Secretary and Compliance
Officer of the Company with effect from 17th August, 2023 and she resigned from the post of
Company Secretary and Compliance Officer of the Company with effect from close of business hours
of 30th March, 2024.

Ms. Harshada Ashok Mohite, bearing (Membership No.: A73929), is appointed as Company Secretary
and Compliance Officer of the Company with effect from 21^st May, 2024. Her appointment is warmly
welcomed by the Board.

Mr. Hetal Mavji Vichhivora resigned as Chief Financial Officer of the Company with effect from the
close of business hours of 30^th January, 2024 to pursue his entrepreneurial journey. The Company
appreciates the valuable services rendered by him during the tenure as CFO of the Company.

Mr. Subhash Navrang Kanojiya is appointed as Chief Financial Officer of the Company with effect
from 31^st January, 2024. His appointment is warmly welcomed by the Board.

Board_Diversity

Annual_Evaluation_process

Independent_Directorâs_Separate_Meeting

A separate meeting of Independent Directors of the Company, was held on 21^st February, 2024 as
required under Schedule IV to the Act (Code for Independent Directors) and Regulation 25(3) of the
Listing Regulations.

At the meeting following matters were taken up;

â¢ reviewed the performance of Non-Independent Directors and the Board as a whole.

â¢ reviewed the performance of the Chairperson of the Company.

â¢ assess the quality, quantity and timeliness of flow of information.

All Independent Directors of the Company attended the Meeting of Independent Directors.

NUMBER OF BOARD MEETINGS

The maximum interval between any two meetings did not exceed 120 days as prescribed in the
Companies Act, 2013.

During the Financial Year 2023-24, Total 8 (Eight) meetings of the Board of Directors of the Company
were held on May 30^th, 2023, August 12^th, 2023, August 28^th, 2023, November 03^rd, 2023, January 30^th,
2024, February 02^nd, 2024, February 09^th, 2024 and February 21^st, 2024. During the year, there was 1
(one) Annual General Meeting held on 23^rd September, 2023 and 1 (one) Extra-Ordinary General
Meeting held on 20^th March, 2024. The details of attendance of each Director at the Board Meetings,
AGM and EGM are given below;

Sr.	Name of Director	No. of	No. of Board	Attendance at AGM	Attendance at
No.		meetings	Meetings	held on 23^rd	EGM held on 20^th
		eligible	attended	September, 2023	March, 2024
1	Prakash Vichhivora	8	8	Yes	Yes
2	Hetal Vichhivora	8	8	Yes	Yes
3	Anil Jaychand Dagade	8	7	Yes	Yes
4	Shailesh Premji Gala	8	8	Yes	Yes
5	Tejaswini More	8	8	Yes	Yes
6	Narayan Mundhra	2	0	NA	Yes
7	Amit Rambhia	1	0	NA	NA

Compliance_with_Secretarial_Standards_on_Board_and_Annual_General_Meetings

The Company has complied with Secretarial Standards 1 & 2 issued by the Institute of Company
Secretaries of India on Board Meetings and Annual General Meetings.

COMMITTEES OF THE BOARD

Currently, the Board of Directors has formulated the following committees, viz.

i. Audit Committee

ii. Nomination & Remuneration Committee

iii. Stakeholdersâ Relationship Committee

Audit Committee

During the year, the Audit Committee comprised of the following Members;

Sr. No.	Name of the Committee Member	Position in the Committee
1	Mr. Shailesh Premji Gala	Chairperson
2	Mr. Anil Dagade	Member
3	Ms. Tejaswini More	Member

During the year total 5 (Five) meetings of the Audit Committee of the Company were held on May
30th, 2023, August 12th, 2023, August 28th, 2023, November 03rd, 2023 and January 30th, 2024.The
details of attendance of each Member at the Audit Committee are given below;

Sr. No.	Name of Member	No. of Committee Meetings eligible	No. of Committee Meetings attended
1	Mr. Shailesh Gala	5	5
2	Mr. Anil Dagade	5	4
3	Ms. Tejaswini more	5	5

Nomination and Remuneration Committee

During the year, composition of Nomination and Remuneration Committee comprised of the
following Members:

Sr. No.	Name of Member	Position in the Committee
1	Mr. Anil Dagade	Chairperson
2	Mr. Shailesh Premji Gala	Member
3	Ms. Tejaswini More	Member

During the year, there were 3 (Three) Meetings held on August 12^th, 2023 and August 28^th, 2023 and
January 30^th, 2024. The details of attendance of each Member at the Nomination and Remuneration
Committee Meetings are given below;

Sr. No.	Name of Member	No. of Committee Meetings eligible	No. of Committee Meetings attended
1	Mr. Anil Dagade	3	3
2	Mr. Shailesh Premji Gala	3	3
3	Ms. Tejaswini More	3	3

Stakeholders Relationship Committee

During the year, the Stakeholdersâ Relationship Committee comprised of the following Members;

Sr. No.	Name of the Committee Member	Position in the Committee
1	Mr. Shailesh Premji Gala	Chairperson
2	Mr. Anil Dagade	Member
3	Ms. Tejaswini More	Member

During the year there was 1 (One) Meeting held on January 30^th, 2024. The details of attendance of
each Member at the Stakeholdersâ Relationship Committee Meeting are given below:

Sr. No.	Name of the Members	No. of the Committee meetings eligible	No. of the Committee meetings attended
1	Mr. Shailesh Premji Gala	1	1
2	Mr. Anil Dagade	1	1
3	Ms. Tejaswini More	1	1

The details of complaints received and resolved during the Financial Year 2023-2024 are given in
the table below:

Particulars	No. of Complaints Attended
Opening as on 1^st April, 2023	-
Received during the year	-
Resolved during the year	-
Closing as on 31^st March, 2024	-

HUMAN RESOURCE

During the year, the personal relations with the employees remained cordial in all respects. The total
number of employees on the rolls of the Company were 34 as on 31^st March, 2024. Material
disclosures in the Human Resource front have been detailed under the head âHuman Resourceâ in the
Management Discussion & Analysis which forms a part of the Annual Report and is attached herewith
marked as Annexure II of this Directorâs Report.

AUDITORS AND AUDITORSâ REPORT
StatutoryAudit

M/s. KPB & Associates, Statutory Auditor of the Company have conducted the audit for the F.Y.
2023-2024.

With reference to Independent Auditors Report:

âOn January 5, 2023, an incidence of fire occurred at one of the warehouse of the company located
at Bhiwandi, Thane. This incident led to damage of certain property, plant and equipment, inventory
and interrupted business activities. The company had insurance cover against the damaged
inventories. The company had lodged claim of this incident with the insurance company, which has
been finalised during the year and the company has received full and final claim of Rs. 1,24,70,982 /-
on account of damage occured to the plant, property & equipment and inventory. The losses and
corresponding credit arising from insurance claim has been presented as net loss of Rs. 26,81,655/-

under Exceptional items in the above result for the year ended March 31,2024.â

For which our management team, leveraging their extensive knowledge and expertise, has diligently
worked to mitigate this loss. Our efforts have included a comprehensive approach involving the
expansion of our business operations, as well as the implementation of innovative plans, strategies,
and techniques designed to foster growth and we are on the path of progress to achieve the
commitment made to our stakeholders. We believe that these measures will effectively
counterbalance the impact of the exceptional loss and are confident in our ability to deliver on our
commitments.

With reference to point (iv)(1) of Annexure - A to the auditorâs report:

However, the provision of section 186(5) clearly states ''No investment shall be made or loan or
guarantee or security given by the company unless the resolution sanctioning it is passed at a meeting
of the Board with the consent of all the Directors present at the meeting and the prior approval of the
public financial institution concerned where any term loan is subsisting, is obtained:''

Secretarial_Audit

(i) there was delay to comply Regulation 47 (3) by one day in publication of English language
newspapers in respect of financials results of the company for the quarter ended 30th September
2023, which was required to be published within 48 hours of conclusion of Board meeting, held on
03rd November 2023, for which the management clarified that the publication of the financial results
was delayed by one day due to technical issues encountered by the newspaper company. Despite our
efforts to meet the regulatory timeline, the advertisement, which was scheduled for publication on 5th
November 2023, was actually carried out on 6th November 2023. The newspaper company
communicated to us that the delay was due to unforeseen technical problems on their end, regretting
the inconvenience caused to the company. This declaration received from newspaper company, along
with the newspaper advertisement intimation, was duly filed with the Stock Exchange on 6th
November 2023, as evidence of our compliance.

(ii) the company has not paid listing fees to the BSE Limited as per regulation 14 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as informed by the management, the
Company is in process of making payment soon.

(iii) Mr. Anil Jaychand Dagade Independent Director of the Company has not renewed his
registration of Independent Directors Data bank as per in accordance with rule 6 of The Companies
(Appointment and Qualifications of Directors) Rules, 2014, which was expired on 27th February

2024, for which the management had consistently reminded Mr. Anil Dagade regarding the need to
renew his registration. Multiple reminders and follow-up communications were sent to ensure
compliance with the regulatory requirements. As soon as the non-compliance was identified,
immediate steps were taken to address the issue. Despite these efforts, Mr. Anil Dagade did not
complete the renewal process. The management has contacted the Director to resolve this matter
promptly.

Internal_Auditor

Cost_Audit

Post Covid there has been stability in business of company. Our team has tried their best with their
knowledge, expertise to recover the losses by expanding the business and implementing new plans,
strategies, innovations, techniques and we are on the path of progress to achieve the commitment
made to our stakeholders. Other than this, no material changes and commitments affecting the
financial position of the Company occurred between the end of the financial year to which these
financial statements relate and the date of this report. Company strongly believe that in due course of
time business will revive and resulted upward direction growth in next financial year.

Company have strongly put forward its operations in service Industry. Management Strongly believe
that new vertical of operations in service industry specifically highlighting our specialization in IT
enabled services adding towards companyâs growth in larger prospect in coming years.

DISCLOSURES

Visil.Mechanism

The Company has put in place a process by which employees and business associates have direct
access to the Vigilance Officer and Chairperson of Audit Committee.

The Whistle Blower Policy has been posted on the Companyâs website at www.panabyte.com .

Disdosure_under_the_Sexual_Harassment_of_Women_at_Workplace_(Prevention,_Prohibition_and

Redressal)_Act,_2013

In financial year 2022-23, the Internal Committee of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 has been re-constituted as per the requirement of
the Act to reconstitute ICC on the completion of 3 years from date of Constitution of previous ICC.

The Policy for Sexual Harassment of Women at Workplace has been posted on the Companyâs
website at www.panabyte.com .

Significant_and_Material_Orders_PassedJby_the_Regulators_or_Courts

No significant material orders have been passed by the Regulators or Courts or Tribunals which
would impact the going concern status of the Company and its future operations.

Particulars_of_Loans_given,_Investments_made,_Guarantees_given_and_Securities_Provided

Conservation_of_Energy,_Technology_Absorption_and_Foreign_Exchange_Earnings_and_Outgo

Annual_Return

Particulars_of_Employees_and_related_disdosures

POLICIES AND DISCLOSURE REQUIREMENTS

DEPOSITORY SERVICES

INDUSTRIAL RELATIONS

Overall, the Industrial Relations in all our Units of the business have been harmonious and cordial
and were maintained at the desired satisfactory levels throughout the year.

CAUTIONARY STATEMENT

OTHER DISCLOSURES

No application has been made by the Company and there are no proceedings pending against the
Company, under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year
2023-24.

There were no transactions requiring disclosure or reporting in respect of matters relating to one-time
settlement with any bank or financial institution.

Wherever applicable, refer the Companyâs website www.panabyte.com or relevant details will be
provided to the members on written request to the Company Secretary.

ACKNOWLEDGEMENT

Your Directors would also like to place on record their sincere thanks and appreciation for the
contribution, consistent hard work, dedication and commitment of our employees at all levels.

By order of the Board of Directors of
Panabyte Technologies Limited
(Formerly known as Panache Innovations Limited)

Date: 09/08/2024 Prakash Mavji Vichhivora

Place: Thane Chairman & Managing Director

DIN: 03123043

Mar 31, 2014

Dear Members,

The Directors are pleased to present the Thirty Third Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2014. The Management Discussion and Analysis is also incorporated into this Report.

1. CORPORATE OVERVIEW

Ruby Traders & Exporters Limited ("Your Company") is in the business of trading activities in textile products vide Grey and Finished Fabric, Cotton Sarees, advancing money in form of Inter Corporate Deposits to Corporate Entities and HNIs and making investments in Capital and Securities Market.

2. OVERVIEW OF THE ECONOMY

According to the latest estimate, Indian Economy grew by 4.7% in FY 2014. Despite a good monsoon, the manufacturing indices has declined, commodity prices stayed at high levels and food inflation reached an all-time high which resulted in sustained CPI inflation of over 10% in the last financial year. The Rupee depreciated significantly before retracting in the latter half of the year. Consumer sentiments remained subdued for most part of FY 2014.

However, the slow GDP growth appears to have bottomed out and post elections, economic activity is expected to pick up from the second quarter of FY 2015.

3. FINANCIAL PERFORMANCE

Rs. In Lacs

Financial Results Year Ended Year Ended March 31, 2014 March 31, 2013

Revenue from Operations 109.57 14.50

Profit Before Tax & Extraordinary Items 9.01 2.06

Provision for Taxation 2.78 0.64

Profit after Tax 6.23 1.42

Profit brought forward from Previous Year 6.27 4.85

Balance carried forward to next year 12.50 6.27

4. FINANCE & ACCOUNTS

In the FY 2013-2014, your company has issued 41,50,000 Equity shares of Rs. 10 each at par on preferential basis. All the shares rank pari-passu with the existing shares. Further all the equity shares are listed on both The Calcutta Stock Exchange and The Uttar Pradesh Stock Exchange.

Your company prepares its financial statements in compliance with the requirements of the Companies Act, 1956 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgements relating to the financial statements are made on a prudent and reasonable basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the year ended March 31, 2014.

5. PUBLIC DEPOSITS

During the year under review, your company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

6. COMPLIANCE

The compliance function of the company is responsible for independently ensuring that the operating and business units comply with regulatory and internal guidelines. New instructions/guidelines issued by the regulatory authorities were disseminated across the company to ensure that the business and business units operate within the boundaries set by the regulators and that compliance risks are suitably monitored and mitigated in course of their activities & processes.

7. DIRECTORS

During the year under review, Mr. Ashish Jalan is appointed as the Additional Director in the company. He offers himself as eligible to be appointed as the Independent Director of the company.

Also, during the year under review, Mr. Rajnish Parolia, Mr. Nishant Kothari, Mr. Ratan Pandit, Mr. Sovon Chakrovorty and Mr. Murari Lal Kanodia resigned from the Board.

Further, none of the Directors of the company are disqualified under section 274(1)(g) of the Companies Act, 1956.

8. AUDITORS

Auditors M/s Bajoria Mayank & Associates, Chartered Accountants, Kolkata holds the office until the conclusion of the ensuing Annual General Meeting. Your company has received certificate from the Auditors u/s 224(1B) of the Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed.

The shareholders are requested to appoint the Auditors and fix their remuneration.

9. COMMENTS ON AUDITOR''S REPORT

The notes referred to in the Auditor''s Report are self - explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

10. PARTICULARS OF THE EMPLOYEES

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with companies (Particular of employees) amendment rules, 1988 is reported to be NIL.

11. PARTICULARS UNDER SECTION 217(I)(E) OF THE COMPANIES ACT, 1956

The company is engaged in the business of trading in textile products. Also, it is engaged in the business of Capital market & Finance Sector. Hence, the information regarding conservation of energy, Technology Absorption, Adoption and Innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, is reported to be NIL

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Amendment Act, 2000 the Directors confirm that :

a. In the preparation of the Annual Accounts, for the year ended 31st March 2014, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed.

b. The Directors had adopted such accounting policies and applied them consistently and made judgements 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 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 for 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.

13. APPRECIATION

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, and support, your company''s achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the company.

By Order of the Board of Directors For RUBY TRADERS and EXPORTERS LIMITED

Ramrati Choudhury Managing Director

May 19, 2014 Kolkata

Mar 31, 2013

Dear Members,

Your Directors have pleasure in presenting the Thirty Second Annual Report of your Company together with the Audited Statements of Accounts for the. year ended March 31, 2013.

Financial Results Year Ended Year Ended 31.03.2013 31.03,2012

Income 14,50,000.00 4,53,954,00

Profit before Tax & extraordinary 2,05,947 3,18,255,29 item

Less: Provision for Taxation 39,245.58 54,786,23

MAT Credit Entitlement 24,394.42 54,786,23

Deferred Tax (51.47) NIL

Profit after Tax 1,42,358.47 3,18,255.29

Less: Adjustment of Tax for Earlier NIL NIL Years

Less : Transfer to General Reserve NIL NIL

Add : Profit brought forward from 4,84,843.80 1,66,588.51 Previous Year

Balance carried forward 6,27,202.27 4,84,843,80

BUSINESS OPERATIONS

The Business environment remains extremely challenging and the recessionary economic conditions leading to slowdown in demand and inflation pushed scale up of input costs left its adverse imprint on overall performance for 2012-2013. Directors are pleased to inform that in spite of difficult times, your Company, based on its intrinsic strength, has broadly maintained its performance.

FUTURE PLANS

As you are aware to this fact that the market is not supporting to the businesses of the Company due to lack of demand, high inflation rate, significant drop in the growth of the Company, rise in Dollar price etc. in spite of all these, the Company is hopeful of maintaining its profitability in current financial year also and wants to expand its business in a big way. Apart from this the Company is willing to invest its money in Capital Market wisely and to earn from this investment.

DIVIDEND

In order to conserve resources to meet the working capital requirements, your Directors do not propose any dividend for the year under review.

MANAGEMENT

There is no Change Management of the Company during the year under review.

DIRECTORS

None of the Directors of the Company are disqualified under section 274(1) (g) of the Companies Act 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annuals accounts, for the year ended 31st March 2013, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted such accounting policies and applied them consistency and made judgments and estimates that arc 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 of the Company for that period.

3. The Directors had 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.

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

STATUTORY INFORMATION

The Company being basically in the trading business as well as an Investor Capital & Money Market, requirement, regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in research and development to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has entered into alliances/tie-ups with an IT solution Company harness and cap the latest and the best of technology* in the world and deploy/absorb technology wherever feasible, relevant and appropriate.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS

The Auditors M/s Bajoria Mayank & Associates., Chartered Accountants, Kolkata holds the office until the conclusion of ensuing Annual General Meeting, Your Company has received certificate from the Auditors U/S 224(1B) of the Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed. The shareholders are requested to appoint Auditors and fix their remuneration.

COMMENTS ON AUDITOR'S REPORT :

The notes referred to in the Auditor's Report arc. self explanatory- and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1975 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

The Company is having no business other than the business of Investing Securities Market as well as to lend money to Corporate and during the year under review and hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(l)(c) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be NIL,

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

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

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the lasting Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 of the Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance arc annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees the Company and their gratitude to the Company's valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Kolkata, August 17, 2013 By order of the Board For RUBY TRADERS & EXPORTERS LTD.

Sovon Chakrovorty Director Registered Office :

42/1, B.B. Ganguly Street Kolkata - 700 012

Mar 31, 2012

To The Members,

The Directors have pleasure in presenting the Thirty First Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2012.

Financial Results Year Ended Year Ended 31-03-2012 31-03-2011

Income " 4,53,954.00 99,478.00

Profit before Tax & extraordinary item 3,18,255.29 2,411.98

Leas; Provision for Taxation 54,786.23 NIL

MAT Credit Entitlement 54,786.23 NIL

Deferred Tax NIL 51.47

Profit after Tax 3,18,255,29 2360.51

Less ; Adjustment of tax for Earlier Years NIL NIL

Less: Transfer to General Reserve NIL NIL

Add: Profit brought forward from Previous 1,66,588.51 1,64,228.00 Year

Balance carried forward 4,84,843.80 1,66.588.51

BUSINESS OPERATIONS

The Business environment remains extremely challenging and the recessionary economic Condition leading co slowdown in demand and inflation pushed scale input costs left its adverse imprint on overall performance for 2011-2012, Directors are pleased to inform that in spite of difficult times, your Company, based on its intrinsic strength, has broadly maintained its performance.

FUTURE PLANS

As you are aware to this fact that the market is noi supporting to die businesses of the Company due to lack of demand, high inflation rate, significant drop in the growth of the Company, rise in Dollar price etc. In spite of all these, the Company is hopeful of maintaining its profitability in current financial year also and wants co expand its buiness in a big way. Apart from this the Company is willing to invest its money in Capital Market wisely and to earn from this investment.

DIVIDEND

In order to conserve resources to meet the working capital requirements, your Directors do not propose any dividend for the year under review,

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the. Management Discussion and Analysis is annexed anti forms pari of the Directors Report.

DIRECTORS!

Retire by Rotation:

Mr. Rajnish Parolia, a director of the Company retires by rotation as per the provisions of Companies Act, 1956, And being eligible, offers himself for re-appointment.

Resignation of director:

Mr. Om Prabish Gupta and Mr. Ashok Kumar Gupta, Directors of the Company has been resigned from Directorship w.e.f. 20th April, 2012.

Resignation from the Office:

Mr. Bishwanath Parolia resigned from the service of Authorized Officer w.e.f 29th .August 2012.

Regular is action of Directors;

Mr. Ratan Pandit and Mr. Sovon Chakraborty, were appointed as an Additional director of the Company w.e.f 26th March 2012, will be regulated at the ensuing Annual General Meeting of the.Company and be appointed as the normal Director being Independent director of the Company and m dns regard the Company has received a request from a member of Company proposing their candidatures for the appointment of normal direcor.

Disclosure by Directors:

further, none of the Directors of the Company ate disqualified under section 2-4{1)(g) of die Companies Act 1956,

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2 A A) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of die annuals accounts, for the year ended 31st March 2012, all the applicable accounting standards Prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted such accounting policies and applied them consistentiy 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 die end of the financial year and of the profit of the Company for [hat period.

3. The Directors had 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.

4. The Directors had prepared [he annual accounts on a going concern basis.

STATUTORY INFORMATION

The Company being basically in die trading business as well as an Investor in Capital & Money Market, requirement, regarding and disclosures of Particulars of conservation of energy- and technology absorption prescribed by the rule is not applicable to us.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in research and development to ascertain future exposure and prepare for Challenges. In its endeavor to obtain and deliver the best, your Company has entered into alliances/ tie- ups with an IT solution Company to harness and tap the latest and the best of technology in she world and deploy /absorb technology wherever feasible, relevant and appropriate.

RESEARCH & DEVELOPMENT

The Company believes dial technological obsolescence is a reality.Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage eonnnuous innovation. Durmg the year under review, expenditure oil research and development is not significant in relauon to the nature size of operations of your Company.

AUDITORS

the Auditors Mayank Bajoria, Chartered Accountant, Howrah holds die office until the conclusion of ensuing Annual General Meeting. Your Company lias received certificate from the Auditors U/S 224(1 R) of die Companies Act, 1956 to the effect that their reoppointment if made, will be within the limit prescribed.

COMMENTS ON AUDITOR''S REPORT;

The notes referred to in the Auditur''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

COMPLIANCE CERTIFICATE:

The Directors have gone through tine observation of V. K. Sharma & Associates, a whole time secretary in practice of 82/6/1, Bhairab Du- tta Lane, 1st Floor, Salkia, Howrah - 711106, Through their Compliance certificate, year ended 31-03-2U12 under section 383A (1) of Companies Act, 1956, has been annexed with the Board Report,

APPOINTMENT OP SECRETARIAL AUDITOR:

Ms. Swati Kedia, a whole Lime Secretary in practice of 8/9, Mahendra Nath Roy Bye 1 Lane Howrah -- 711 101, is being appointed for issuance the Compliance Certificate for the F. Y. ended 31.03,2013,

PARTICULARS OF EMPLOYEES

There was only no employee in die Com]:any during die year under review.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with die companies (Particular of employees) amendments rules, 1975 is reporter! to be NIL. ''

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

The Company is having no business other than the business of Investing in Securities Market as well as to lend money to Corporate and HNls during the year under review and hence the information regarding conservation of energy, technology Absorption, Adoption and innovation, the information required under section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reporter) to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act I956 and the rule there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to report.

APPRECIATION

Your Directors wish to place on record their appreciation towatds the contribution of all the employees of the Company and their grantude to the Company''s valued customers, bankers, vendors and members for their continued support and confidence in the Company. ''

Kolkata September 3.2012 By order of the Board For Ruby Traders & Exporters LTD

Registered Office;

42/5, B.B: Ganguly Street Ratan Pandit Sovon Chaktovoity Kolkat. 700012 Director Director

Mar 31, 2011

Dear Members,

The board of director of your company has great pleasure in presenting their report of the company together with the audited statements of account for the year ended 31st March 2011.

Financials Results

During the year the company incurred a Profit (PAT) of Rs 2360.51/-. The amount of profit carried forward to the Balance Sheet is Rs 166588.51/-

Operations

The company had normal trading business activities during the year.

Personnel

Particulars as required under section 217(2A) of the Companies Act, 1956 are not applicable to the company.

Director's Responsibility Statement

As required under section 217 (2AA) which was introduced by the Companies Amendment Act, 2000. your directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed.

2. 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 a true and fair view of the state of affairs of Company as on 31/03/2011 and of the Profit of the Company for the year ended 31/03/2011.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

4. The Directors have prepared the annual accounts on going concern basis.

Auditors Report

There is nothing in Auditor's Report, which requires further explanation.

Auditors

The auditor M, K. Ghosh & Co., Chartered Accountants have been eligible and offered themselves for appointment. It has been informed that their appointment would be within the limit prescribed U/s 224(1B) of the Companies Act 1956.

Particulars of Employees:

None of the employees was in receipt of the remuneration exceeding the limits prescribed u/s 217(2 A) of the Companies Act 1956 and (he rules framed their under, as amended to date.

Information Pursuant to sec 217 (1) (e) of the Companies Act, 1956.

A. Conservation of Energy : Not Applicable

3. Technology absorption : Not Applicable

C, Earning ft Expenditure in Foreign Exchange : NIL

For and on behalf of the Board of Directors Place: Kolkata Ruby Traders & Exporters Ltd Dated: 20 August, 2011

Rajnish Parolia Om PrakaSh Gupta Director Director

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