panache innovations ltd share price Directors report


To the Members of

Panabyte Technologies Limited

(formerly known as Panache Innovations Limited)

Your Directors have pleasure in presenting the 42nd Annual Report on the business and operations of the Company together with the Audited Financial Statement of Panabyte Technologies Limited (formerly known as Panache Innovations Limited) ("the Company") for the financial year ended March 31, 2023. 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 1st April, 2022 to 31st March, 2023 and other developments up to the date of the Board meeting held on 12th August, 2023 to approve this report, in respect of the Company.

STATE OF THE COMPANYS AFFAIRS Financial Highlights

The summarized financial results of your Company are given below:

(Rs. in lakhs)

Particulars Financial Year Financial Year
Ended as on Ended as on
31/03/2023 31/03/2022
Revenue from operations (net) 886.69 839.52
Earnings before interest, tax, depreciation and 2.36 1.53
amortization (EBITDA) and prior period
adjustments (excluding other income)
Depreciation and amortization expenses 12.37 5.64
Finance Cost 39.87 24.17
Profit before tax (PBT) (60.27) 2.24
Profit after tax and minority interest (PAT) (44.73) 1.06

During the year 2022-23, there has been fire in the adjacent warehouse at midnight of January 5, 2023 which has destroyed all the stock item stored at the warehouse which includes furniture and fixtures, office equipments, computers, etc. lying at our warehouse premises and that has affected the business of the Company after Covid 19. But our management and the 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.

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 8,86,69,319 as compared to

8,39,52,098 in the previous year.

The Earnings before Interest, Depreciation, Tax and Appropriations (EBITDA) stood at 2,36,092 In the current year as compared to 1,49,382 in the previous year.

The Company incurred loss. The Net Loss after Tax (44,73,047) as compared to Net Profit after Tax 1,06,226 in the previous year.

DIVIDEND

Considering the loss incurred in the current financial year and keeping in view the future growth, synergistic acquisitions, meeting unforeseen contingental requirements 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 2022-23. The dividend declared in F.Y. 2015-16 and the funds amounting to Rs. 31,350 /- lying unpaid or unclaimed for a period of seven years. Therefore, Rs. 31,350 along with the shares will be transferred to Investor Education and Protection Fund (IEPF).

Any shareholder whose shares or unclaimed dividend have been transferred to the Fund, may claim the shares under provision to Section 124(6) or apply for refund under Section 125(3) or under proviso to Section 125(3) of the Act, as the case may be, to the Authority by making an application in Web Form IEPF - 5 available on website at www.iepf.gov.in.

As on 31st March, 2023, total unclaimed dividend stood Rs. 31,350/-.

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 31st March, 2023.

CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the Financial Year 2022-2023.

SHARE CAPITAL

During the year, the Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

CHANGE OF NAME OF THE COMPANY

As recommended by the Board, the requisite majority of the shareholders at their Annual General Meeting held on 28th September, 2022, was sought to change the name of the Company from "Panache Innovations Limited" to "Panabyte Technologies Limited". Thereafter, the Company has received the new Certificate of Incorporation pursuant to the name change from ROC, Mumbai w.e.f. 25th October, 2022 and approval letter from BSE for name change of the Company w.e.f. 10th May, 2023 accordingly thereafter, the name of the Company has been updated.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate system of internal controls commensurate with the size of its operation and business to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and to ensure that all the business transactions are authorized, recorded and reported correctly and adequately. During the year 2022-2023, M/s. SSPK & 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 2023-2024. The Internal Auditor directly reports to Audit Committee. Further during the year under review, the internal audit reports were not made available and as informed by the management, the company is under process to provide all the required data and details to the Internal auditors for the internal audit purpose and assures to furnish the final Internal Auditors Report as required by the Statutory Auditors M/s. KPB & Associates at the earliest.

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 Directors 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 arms 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 arms 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 Directors 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 Directors 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 with effective from 13th August, 2021, 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 Board of the Company is comprised of eminent persons with proven 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 Companys 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.

Changes in Directors

During the year, following change took place in the Board of Directors & Key Managerial Personnel of the Company:

Mr. Mr. Amit Devchand Rambhia (holding DIN: 00165919) was liable to retire by rotation and being eligible was re-appointed at the 41st Annual General Meeting held on 28th September, 2022. He resigned from the position of Chairman and Non-Executive Director w.e.f. closing of business hours of 30th 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.

Mr. Anil Jaychand Dagade (holding DIN: 02701030) on completion of his tenure on 30th March, 2023 was reappointed as Non-Executive Independent Director of the Company via postal ballot for a tenure of five years w.e.f 31st March, 2023 to 30th March, 2028 not liable to retire by rotation.

The Company has received the necessary declaration from each Independent Director under Section 149(7) of the Act, that he/she meets the criteria of independence laid down in Section 149(6) of the Act and under the Listing Regulations. Based on the annual confirmations received from the Independent Directors, the Board is of the opinion that the Independent Directors fulfil the criteria of Independence as specified under Section 149(6) of the Act read with Regulation 16(1)(b) of the Listing Regulations and are Independent of the management. 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.

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 (holding DIN: 03123043) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment. The Board recommends his reappointment as Director & Chairperson liable to retire by rotation at the ensuing AGM. All details pertaining to his appointment are detailed in the Notice of 42nd 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.

Key Managerial Personnel

? Mr. Prakash Vichhivora is Managing Director & Chairman?

? Mr. Hetal Vichhivora is Whole-Time Director & Chief Financial Officer?

? Ms. Saloni Hurkat, Company Secretary & Compliance Officer (Resigned w.e.f. 16th August, 2023)?? Ms. Ayushi Sahu is Company Secretary & Compliance Officer (Appointed w.e.f. 17th August, 2023)?

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.

Number of Board Meetings and attendance thereat by Board

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 2022-23, Total 6 (Six) meetings of the Board of Directors of the Company were held on 30th May, 2022, 8th August, 2022, 22nd August, 2023, 8th November, 2022, 13th February, 2023 and 24th March, 2023. The details of attendance of each Director at the Board Meetings & 41st AGM are given below;

Sr. No. Name of Director No. of meetings eligible No. of Board Meetings attended Attendance at 41st AGM 28th September, 2022
1 Amit Devchand Rambhia 6 6 Yes
2 Prakash Vichhivora 6 6 Yes
3 Hetal Vichhivora 6 6 Yes
4 Anil Jaychand Dagade 6 6 Yes
5 Shailesh Premji Gala 6 6 Yes
6 Tejaswini More 6 4 Yes

During the year, there was one General Meeting held on 28th September, 2022 i.e. Annual General Meeting and attendance of Directors thereat is mentioned above.

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 meets 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;

Sr. Name of the Committee Position in the Committee
No. Member
1 Mr. Shailesh Premji Gala Chairperson
2 Mr. Amit Rambhia Member (Resigned w.e.f. 30th May, 2023)
3 Mr. Anil Dagade Member
4 Ms. Tejaswini More Member

During the year total 5 (Five) meetings of the Audit Committee of the Company were held on 30th May, 2022, 8th August, 2022, 22nd August, 2022, 8th November, 2022 and 13th February, 2023.The details of attendance of each Member at the Audit Committee are given below;

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

Nomination and Remuneration Committee

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

Sr. No. Name of Member Position in the Committee
1 Mr. Anil Dagade Chairman
2 Mr. Shailesh Premji Gala Member
3 Mr. Amit Rambhia Member (Resigned w.e.f. 30th May, 2023)
4 Ms. Tejaswini More Member

During the year, there were 2 (Two) Meetings held on 30th May, 2022 and 24th March, 2023. The details of attendance of each Member at the Nomination and Remuneration Committee Meetings are given below;

Sr. No. Name of Member No. of Committee

Meetings eligible

No. of Committee Meetings attended
1 Mr. Anil Dagade 2 2
3 Mr. Shailesh Premji Gala 2 2
4 Mr. Amit Rambhia 2 2
5 Ms. Tejaswini More 2 1

Stakeholders Relationship Committee

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

Sr. No. Name of the Committee Member Position in the Committee
1 Mr. Shailesh Premji Gala Chairman
2 Mr. Amit Rambhia Member (Resigned w.e.f. 30th May, 2023)
3 Mr. Anil Dagade Member
4 Ms. Tejaswini More Member

During the year there was 1 (One) Meeting held on 8th November, 2022. The details of attendance of each Member at the Stakeholders Relationship Committee Meeting are given below:

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

The details of complaints received and resolved during the Financial Year 2022-2023 are given in the table below:

Particulars No. of Complaints Attended
Opening as on 1st April, 2022 -
Received during the year -
Resolved during the year -
Closing as on 31st March, 2023 -

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 8th November,2022. 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 Directors Separate Meeting

A separate meeting of Independent Directors of the Company, was held on 8th November, 2022 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.

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 36 as on 31st March, 2023. 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 Directors Report.

AUDITORS AND AUDITORS REPORT Statutory Audit

M/s. KPB & Associates, Statutory Auditor of the Company have conducted the audit for the F.Y. 2022-2023.

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. The company has insurance cover against the damaged inventories. The company has lodged claim of this incident with the insurance company, which is under process. The company has estimated and recognized an initial loss of Rs. 157.83 Lakhs on account of damage to plant, property & equipment & inventory and has recognized insurance claim receivable to the extent of Rs. 125.00 Lakhs. The aforementioned loss & corresponding credit arising from insurance claim has been presented as net loss of Rs. 32.83 Lakhs under Exceptional items in the above result for the year ended March 31, 2023."

For which our management and the 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.

With reference to point (xiv) of Annexure - A to the Auditors Report

"(a) We are unable to comment whether the Company has an internal audit system which is commensurate to the size and nature of its business as the internal audit reports were not made available to us; (b) We were not able to consider the internal audit reports for determining the nature, timing and extent of our audit procedures for the period ended 1st April, 2022 to 31st March, 2023 as the same were not made available to us by the company."

As informed by the management, the Company is under process to provide all the required data and details to the Internal Auditors for the internal audit purpose and assures to furnish the final Internal Auditors Report as required by the Statutory Auditors M/s. KPB & Associates at the earliest.

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. Further no fraud has been reported by the Auditor under section 143(12) of the Companies Act, 2013 requiring disclosure in the Boards 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 of Directors of the Company had appointed M/s. D. M. Zaveri & Co, Company Secretaries, as Secretarial Auditor to undertake the Secretarial Audit of the Company for the F.Y. 2022-23. The Secretarial Audit Report confirm that the company has complied with the applicable laws except Payment of Annual Listing fees under Regulation 14 of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 and for conformity of compliance under section 138 of the Companies Act, 2013 w.r.t. internal audit of the functions and the activities of the company by the Internal auditors appointed by the Company for the year under review. The Secretarial Audit Report forms part of this Annual Report and is attached herewith and marked as Annexure III of this Directors Report.

"During the year under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above 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, we are unable to confirm compliance of sec. 138 of the Companies Act, 2013 in respect of internal audit of the functions and activities of the company by the internal auditor appointed by the Company during the year under review."

As informed by the management, the Company is under process to provide all the required data and details to the Internal Auditors for the internal audit purpose and assures to furnish the final Internal Auditors Report as required by the Statutory Auditors M/s. KPB & Associates at the earliest.

Internal Auditor:

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, the Board of Directors of the Company have re-appointed M/s. SSPK & Associates as an Internal auditor of the company for financial year 2022-2023. The board 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 distribution 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 adding towards companys 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 Companys 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 Companys 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 2022-2023. 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 Companys 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 Directors 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 access through weblink http://www.panabyte.com/corporate-governance/ . By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT- 9) as part of the Boards report.

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 Directors 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 Companys 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 Companys website - www.panabyte.com .

DEPOSITORY SERVICES

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

APPRECIATION

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 (Formerly known as Panache Innovations Limited)

Date: 12/08/2023

Prakash Mavji Vichhivora

Place: Mumbai Chairman & Managing Director
DIN: 03123043