Equity Analysis

Dear Members.

Your directors have pleasure in presenting the 20^th board report together with the Audited Financial Statement of the Company for the Financial Year ended 31st March 2024 (“the period").

FINANCIAL RESULTS

Your Company sustained a good performance during the FY 2023-24. The key highlights of the financial performance, as stated in the Audited Financial Statements, along with the corresponding performance for the previous year are as under:

(In Lakhs)

FINANCIAL PERFORMANCE

Your Company's directors arc pleased to inform you that, company has earned a prolit of Rs. 444.42 Lakhs as compared to previous year's profit Rs. 310.43 Lakhs. Company has managed to increase the turnover from Rs. 4317.89 Lakhs to Rs. 5777.04 Lakhs. This jump in profits is due to growing sales and better performance of the company.

LEGAL AND REGULATORY

Compliance with laws and regulations is an essential part of your Company's business operations. We are subject to laws and regulations in diverse areas as product safety, product claims, competition, employee health and safety, the environment, corporate governance, listing and disclosure, employment and taxes. Frequent changes in legal and regulatory regime and introduction of newer regulations with multiple authorities regulating same areas lead to complexity in compliance We closely monitor and review our practices to ensure that we remain complaint with relevant laws and legal obligations.

AWARDS AND RECOGNITION

The Company has received several awards and recognition as mentioned below:

DIVIDEND

Considering future growth projects of the company, the board has decided not to declare any dividend to the shareholders for the financial year 2023-24.

SHARE CAPITAL

A) Authorized Share Capital

Ihe Authorized Share Capital of the company as on 31st March, 2024 was Rs. 8.00,00,000 (Rupees Eight Crores only) divided into 80,00.000 (Eighty I akhs Only) Equity shares of Rs. 10/- (Ten Only) each.

B) Paid Up Share Capital

The issued share capital of the company as on 31st March, 2024 was Rs. 7,71.00.000/- (Rupees Seven Crores Seventy- One lakhs only) divided into 77.10.000 (Seventy-Seven lakhs Ten Thousand Only) Equity shares of Rs. 10/- (Ten Only)

each.

During the year under review. Ihe company has issued 23.10,000 (Twenty-Three Lakhs Ten Thousand only) equity shares of the face value of Rs. 10 - (Ten Only) each pursuant to the Initial Public Offer ("IPO") of ihe Company.

MATERIAL CHANGES

Our company planned to expand its capital base, so on 07* January, 202.3, the Board of Directors proposed to issue and list the shares of the Company on National Stock Exchange Limited (NSE)- SME Platform. On 1 l'^h January. 2023, the members of the company had passed a resolution and agreed with Board of Directors to list the securities. The company then commenced w ith issue process and look necessary steps like appointing lead merchant hanker, share transfer agent, market maker etc. All the material contracts, material documents along with final prospectus copy has been filed with the Registrar of Companies. Chandigarh vide E- form GNL-2. On 07“* July 2023 successfully got listed on the SME platform of National Stock Exchange Limited (NSE)- NSE Emerge.

The company had made a fresh issue up to 23,10.000 Equity shares which were oversubscribed by nearly 100 times. The Company expresses immense gratitude to all parties to issue for making this an affluent issue.

TRANSFER TO RESERVE

The Board has decided to retain the entire amount of profit for the Financial Year 2023-24 and not to transfer any amount to general reserve.

PUBLIC DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules. 2014.

SIGNIFICANT AND MATERIAL ORDERS

There arc no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your directors confinn that Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with

HOLDING,SUBSIDIARIES, JOINT VENTURES OK ASSOCIA11 COMPANIES:

As on 31st March 2024. the Company does not have any Holding. Subsidiary. Associate or Joint Ventures

RELATED PARTY TRANSACTION

There are no contracts or arrangements entered into by the Company with related parties referred to in sub-section (I) of section 188 of the Companies Act, 2013.

PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS

The details of Loans and Investments and guarantees covered under the provisions of Section 186 of the Act arc given in the Notes to the Financial Statements forming pari of Annual Report.

BOARD MEETINGS

The Hoard has met 13 times during the financial year 2023 24.

EXTRACT OF ANNUAL RETURN

In accordance with section 134(3 )(a) of the Act. the annual return as referred in section 92(3) of the Act. for the financial year under review shall he placed on the website of the Company at www.pentagonruhber.com.

DEMATERIALIZATION OF SHARES

Company's shares are in dematerialization form with National Security Depositor)¹ Limited (NSDL).

DETAILS OF FRAUD REPORTED BY AUDITORS

During the year under Review, no details of fraud reported by auditors of the company under Section 143(12) of the Companies Act. 2013.

ADEQUACY OF INTERNA I CONTROI S SYSTEM AND THEIR COMPI IANCE

Your Company has in place adequate internal financial controls with reference to financial statements. The internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board of Directors. Also, your Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly.

During the Financial Year 2023-24. such controls were tested and no reportable material weakness in the design or operation was observed.

STATUTORY AUDITORS AND THEIR REPORT

M s. S .lain & Co.. Chartered Accountants (FRN: 0088469) were appointed as the Statutory Auditor of the Company to hold office for penod of 5 (Five) years from the conclusion of the Annual General Meeting of die Company held in the year 2019 till the conclusion of the Annual General Meeting of the Company to be held in the year 2024. Now. there tenure Ls expiring in the ensuing Annual General Meeting.

Pursuant to this. M s. S Jain & Co.. Chartered Accountants (FRN: 0088469). arc proposed to be re-appointed as the Statutory Auditors to audit the accounts of the Company for a period of 5 consecutive financial years starting from 2024-25 to 2028-29.

Further, the notes on financial statements referred to in the Auditors* Report are self-explanatory and do not call for any further comments They do not contain any qualification, reservation, disclaimer or adverse remarks.

SECRETE RI AL AUDIT

M/s PDM & Associates. Practising Company Secretaries were appointed as the Secretarial Auditors of the Company on 30.12.2023 for conducting a secretarial audit of the company for a tenure of three years from the financial year 2023- 24 to financial year 2025-26 pursuant to provision of section 204 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

The Secretarial Audit Report of the Company as prescribed under Section 204 of the Companies Act. 2013. for the FY ended March 31. 2024. is annexed herewith as "Annexure III” to this Report. The Secretarial Audit report docs not contain any qualification, reservation or adverse remarks.

KKSKKVAT ION AM) QUAUMCAI ION ON AUDITOR’S REPORT

The Auditors’ Report on the financial statements of the Company for the financial year ended 31st March 2024 docs not contain any qualifications, reservations, adverse remarks or disclaimers. The Auditor’s Report is enclosed with the financial statements forming part of the Annual Report.

RISK MANAGEMENT

Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the company to control risk through a properly defined plan. The risks arc classified as financial risks, operational risks and market risks. The risks are considered while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them. The Company has formulated a policy for Risk management with the following objectives

•Provide an overview of the principles of risk management

•Explain approach adopted by the Company for risk management

•Define the organizational structure for effective risk management

•Develop a "’risk" culture that encourages all employees to identify risks and associated

•opportunities and to respond to them with effective actions.

•Identify, access and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Company’s human, physical and financial assets

APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

l‘he Company has not initiated any proceedings under Insolvency Bankruptcy Code 2016 during the financial year 2023-24.

DISCL.OSl RE UNDER THE SKXl AL HARASSMENT OF WOMEN Al WORKPLACE (PREVENTION, PROHIBIT ION AND REDRESSAI.) ACT . 2013

Company has adopted a Policy under the Sexual Harassment of Women at Workplace (Prevention. Prohibition, and Rcdrcssal) Act. 2013 and rules framed thereunder Company is committed to prov itie a sate and secure environment to its women employees across its functions and other women stakeholders, as they are considered as integral and Important pan of the Organization. An Internal Complaints Committee (ICC) with requisite number of representatives has been set up to redress complaints relating to sexual harassment, if any, received from women employees and other women associates. All employees (permanent, contractual, temporary, trainees) are covered under this policy, which also extends to cover all women stakeholders of your Company. Hie following is the summary of sexual harassment complaints received and disposed off during the financial year ended March 31. 2024.

• No. of Complaints Received - Nil

• No. of Complaints disposed off - Nil

• No. of Cases Pending for more than 90 Days - Nil

• No. of Workshops of awareness program against sexual harassment carried out : Mention Any framing Program conducted during year under review Nature of action taken by the employer or district officer; Nil

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. RESEARCH & DEVELOPMENTAND FOREIGN EXCHANGE EARNINGS ANI) OUTGO:

Information pursuant to Section 134(3Mm) of the Companies Act 2013 read with Rule 8(3) the Companies (Accounts) Rules. 2014 forming pan of Directors' Report for the year ended 31 March. 2023 is as under:

Conservation of Energy: The Company’s operations involve low energy consumption. However efforts to conserve and optimize the use of energy through improved operational methods and other means will continue.

t echnology Absorption The Technology available and utilized is continuously being upgraded to improve overall performance and productivity.

Research & Development: Your Company believes that research & development is a continuous process for sustained product improvement. Our research & development activities help us in product and service improvement, new cutting edge product development and are focused to provide unique benefits to our customers. Such methods do not involve any specific cost burden to the Company.

Foreign Exchange Faming* & Out go: (in lakhs)

DIRECTOR’S RESPONSIBILITY STATEMENT

As required under provisions of Section 134 (5) of the Companies Act. 2013. the Board of Directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the Annual Accounts, the applicable accounting standards hau been followed along with proper explanation relating to material departures;

ii. The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that arc reasonable and prudent so as to give a true and fair view of the of the company at the end of the financial year and of the Profit/loss of the Company for that period;

lii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors had prepared the annual accounts on a 'going concern basis*.

\ The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls arc adequate and were operating effectively:

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

As per Regulation 15 read with Regulation 27 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance Disclosure does not apply to your Company listed on the SME platform. Hence, your Company is not required to make disclosures in Corporate Governance Report.

BOARD KV'ALl ATION

The Company is led by a diverse, experienced and competent Board. The performance evaluation of the individual members of the Board (including the Chairman) lor financial year 2023-24. was carried out internally. This was based on a structured questionnaire which cover various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Member’s strengths and contribution, execution and performance of specific duties, obligations and governance and feedback from each Director.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSON

The Directors and Key Managerial Personnel of the Company as on date are:

There was no change in the directors and key managerial personnel during the Financial Year 2023-24.

BOARD AND COMMITTEES* COMPOSITION AND THEIR MEETINGS Annual Evaluation of Directors, its Committees and Board:

The formal annual evaluation of the performance of the hoard and that of its committees has been carried out through a structured evaluation process covering various aspects of the board's functioning such as the Board structure & composition, effectiveness of the Board process, information flow & functioning, quality of relationship between the board and the Management, establishment, and delineation of the responsibilities to Committees etc. The performance of Individual Directors was evaluated on parameters such as professional conduct, performance of duties, role and functions, contribution to the Board Committee etc. by self- evaluation process. The directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committee with your Company.

The composition of the Committee and the details of meetings attended by its members are given below:

AUDIT COMMITTEE

During the financial year under review. 5 (Five) meetings were held by the Audit Committee viz. I Sth May 2023. 1st September 2023. 14th November 2023,30^th December. 2023 and 30^th March 2024 Further, the intervening gap between the Meetings was within the period prescribed under the Act.

The composition of the Committee and the details of meetings attended by its members are giv en below:

NOMINATION AND REMUNERATION COMMITTEE

During the financial year under review. 2 (Two) meetings were held by the Nomination and Remuneration Committee viz. 1st September 2022 and 20^th March 2024.

The composition of the Committee and the details of meetings attended by its members are given below;

STAKEHOLDER RELATIONSHIP COMMITTEE

During the financial year under review. I (One) meeting was held by the Stakeholder Relationship Committee viz. \4* November 2023.

The composition of the Committee and the details of meetings attended by its members are given below:

SEPARATE MEETING OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under Schedule IV under the Companies Act. 2013 and the Listing Regulations, 2015. separate meetings of the Independent Directors of your Company were held on <)(* September. 2023 and 30^th March. 2024 to review the performance of Non-Independent Directors, the Hoard as whole and evaluation of performance of your Company. I'he Independent Directors also rev iewed the quality, content and timeliness of the How of information between the Management and the Board and its Committees which are necessary to effectively and reasonably perform and discharge their duties.

ST AT UTO R Y I) I SC LOS L R E S

None of the Directors of your Company is disqualified as per the provisions of Section 164(2) of the Act. The Directors of your Company have made necessary disclosures, as required under various provisions of the Act.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The provisions of Section 149 of the Companies Act. 2012 with respect to appointment of Independent Directors arc applicable to your Company for the financial year ending March 21.2024.

Fhe Board, after undertaking due assessment of the veracity of the deelaration submitted by the Independent Direetois under sub section (6) ofSection 149 ofthe Companies Act, 2013 was of the opinion that the Independent Directors meet

the criteria of independence, arc independent from Management and have necessary integrity, expertise, skills and experience required tor their appointment as Independent Director.

As required vide Rule 6 (I) & (2) of the Companies (Appointment and Qualifications of Directors) Rules. 2014 they have registered their names in the Independent Directors' Databank maintained by the Indian Institute of Corporate Affairs. Based on the declarations received from the Directors, the Board confirms, that the Independent Directors fulfil the conditions as specified under Schedule V of the Listing Regulations and are independent of the management. The Board of Directors are of the opinion that Mr. Monish Vermaand Mrs. Preet Kamal Kaur Bhaua, Independeni Directors of your Company meet the necessary criteria for continuing as Independent Directors of your Company.

REMUNERATION POLICY

The Company has formed Nomination and Remuneration Committee. The details are annexed as Annexure-I. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During reporting period, the Company has not exceeded the threshold limit mentioned under Section 135 of the Companies Act, 2013.

I lence. the Company was not required to make any expenditure towards Corporate Social Responsibility.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, your Company encourages the employees to voice their genuine concerns without fear of censure, therefore company’s ultimate holding company has built in and set up the Vigil Mechanism Policy applicable to your Company, according to which all the directors, employees of your Company including third party, arc eligible to make disclosures under the mechanism in relation to the matter concerning your Company.

Details of the Whistle Blower Policy are made available on your Company’s website www.pentagonnibber.com.

DISCLOSURE REGARDING CORPORATE SOCIAL RESPONSIBILITY (CSR)

In purview of Section 135 of the Companies Ael. 2013. every company having net worth of rupees five hundred Crore or more or turnover of rupees one thousand crore or inure or a net profit of rupees five crore or more during the immediately preceding financial year needs to spend at least 2% of the average net profits of last .3 immediately preceding financial years for your Company’s Corporate Social Responsibility (CSR) policy.

So. in view of above your Company is coming under ambit of such criteria as envisaged herein above, therefore provisions relating to CSR is applicable to your Company. Hence, your Company has lo spend at least 2% of the net profits of immediately preceding three financial years.

BUSINESS RESPONSIBILITY REPORT

Purstiam to Regulation 34 of the Listing Regulations. 2015. Business Responsibility Report is not applicable to your Company.

COST RECORDS

Maintenance of cost records as specified by the central government under suh-section 11) of Section 14N is not applicable to company.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

The guiding principle of the Code of Corporate Governance is ‘harmony’ i.e., balancing the need for transparency with need to protect the interest of the Company, balancing the need for empowerment at all levels with the need for accountability.

The Company believes in the highest standards of good and ethical corporate governance practices. Good governance practices stem from the culture and mindset of the organization It is therefore not merely about enacting policies

regulations and procedures hut also about establishing an environment of trust and confidence among various shareholders.

I he Company’s philosophy on the Code of Governance is that the Company should follow contemporary corporate practices and the guiding principle of the Code of Governance of the Company is Harmony i.e.:

(a) Balancing need for transparency with the need to protect the interests of the Company;

(b) Balancing the need for empowerment at all levels with the need for accountability;

(c) Interaction with all stakeholders including Shareholders, employees, lenders and regulatory authorities.

PARTICULARS OF EMPLOYEES

I'he disclosure as required under Section 197(12) of the Act. read with Rule S( I) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 arc annexed herewith as "Anncxure II" and forms part of this Report.

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

The above clause is not applicable to your Company as your Company has not entered into any settlement from Banks or Financial Institutions during the year under review.

CAUTI ON A R Y STATEM ENT

Statements in the Board's Report and the Management Discussion & Analysis Report describing your Company’s objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement Important factors that could influence your Company’s operations include global and domestic market conditions affecting cost as well as the selling prices of the services, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

ACKNOWLEDGE!*! ENT

The Directors wish to place on record their appreciation for the support by the employees of the Company at all levels. Your directors also wish to place on record their appreciation for the valuable co-operation and support received from the shareholders.

The Directors look forward to their continued support in future.