Your Directors are pleased to present the Forty-fourth Annual Report of Panabyte Technologies
Limited (“the Company”) 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) (“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, 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 COMPANY’S AFFAIRS

Financial Highlights

The summarized financial results of your Company are given below:

*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 Company’s 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 non¬
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 ‘Panabyte Technologies
Limited - Employee Stock Option Scheme, 2024’ (“PTL -ESOP 2024”) 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 re¬
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.

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 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 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 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 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, 2025 are
given below:

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^th
November, 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^th
May, 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 pre¬
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 “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 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,Director’s,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;

• 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.

Two 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 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;

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 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;

Nomination and Remuneration Committee

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

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;

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 February 12^th, 2025. 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 2024-2025 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.

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 “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.

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 AUDITORS’ 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 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 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 Company’s 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 Company’s 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

(c) number of cases pending for more than ninety days - Nil.

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 Company’s 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 thereunder—including provisions such as paid maternity leave, nursing breaks, and protection
from dismissal during maternity leave to all the eligible women—were 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 Company’s 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, members’
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 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
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 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.

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 - http://www.panabyte.com/corporate-
governance/ .

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 - http://www.panabvte.com/corporate-governance/ .

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
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 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.

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