Dear Members,

Your Directors are pleased to present the Forty-third Annual Report of Panabyte Technologies Limited (formerly known as Panache Innovations Limited) ("the Company") 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) ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI Regulations"), 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.

(Rs. in lakhs)

*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 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

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, 2024.

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 employeestopurchase 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 protectedagainstlossfromunauthorizeduseor 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 reappointed 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.

DIRECTORS' 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 Director's Report. Policy on Risk Management is available on the website of the Company www.panabyte.com.

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 arm's 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 arm's 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 Director's 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 Board's 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 ‘Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Designated Persons' ("the Code") in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"). 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 "Code of Conduct for Prohibition of Insider Trading" 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 www.panabyte.com .

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 Company's businesses for effective functioning. In the opinion of the Board, all the directors, as well as the directors appointed / re- 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, 2024 are given below:

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

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 (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

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 "Directors Performance Evaluation Policy" 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 21^st February,2024. 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 Director's 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; reviewed the performance of Non-Independent Directors and the Board as a whole. reviewed the performance of the Chairperson of the Company. 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

Your Board of Directors ("Board") 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 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;

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, Non- 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. Stakeholders' Relationship Committee

Audit Committee

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

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;

Nomination and Remuneration Committee

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

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;

Stakeholders Relationship Committee

During the year, the Stakeholders' Relationship Committee comprised of the following Members;

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

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

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. Through various online initiatives the Company also focused on capability development of its employees during the pandemic and thereafter.

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 "Human Resource" in the Management Discussion & Analysis which forms a part of the Annual Report and is attached herewith marked as Annexure II of this Director's Report.

AUDITORS AND AUDITORS' REPORT Statutory Audit

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

"On 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."

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 auditor's report:

"In 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 record"

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 Auditor's 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 Board's 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 2023-24. The Secretarial Audit Report confirms that the company has complied with the applicable laws except: (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.

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 2023-2024. 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.

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

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 company's growth in larger prospect in coming years.

DISCLOSURES Vigil 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 Company's website at www.panabyte.com .

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules 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 2023-2024. 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 Company's website at www.panabyte.com .

Significant and Material Orders Passed by 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

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 Director's 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 http://www.panabyte.com/corporate-governance/ .

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 Director's 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.

POLICIES AND DISCLOSURE REQUIREMENTS

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 Company's website - www.panabyte.com . All the applicable policies has been formulated as per the Companies Act, 2013 ("the Act") and applicable SEBI Regulations and are amended time to time. The complete disclosure of the said policy is available on the Company's website - www.panabyte.com .

DEPOSITORY SERVICES

The Company's 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 Chairman's 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 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 Company's 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.