Pentagon Rubber Ltd Directors Report

Dear Members,

Your directors have pleasure in presenting the 21st board report together with the Audited Financial Statement of the Company for the Financial Year ended 31st March 2025 (“the period”).

FINANCIAL RESULTS

Your Company sustained a good performance during the FY 2024-25. 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)

Particulars	Year ended 31st March 2025 (INR)	Year ended 31st March 2024 (INR)
Turnover	4,932.09	5777.04
Other Income	59.59	24.76
Total Expenses	4,680.68	5184.41
Prof!t/(Loss) Before Tax	311.00	617.39
Current Tax	88.74	172.85
Deferred Tax	46.20	0.12
MAT Tax	-	-
MAT Credit Entitlement	-	-
Profit/(Loss) For the Year	268.46	444.42

HIGHLIGHTS AND STATE OF COMPANYS AFFAIRS AND OPERATIONS

Your Companys directors are pleased to inform you that, company has earned a profit of INR 268.46 Lakhs as compared to the Previous Year INR 444.42 Lakhs.

During the Financial Year 2024-25, your Company has managed the affairs in a fair and transparent manner and there was no change in the business of the Company.

LEGAL AND REGULATORY

Compliance with laws and regulations is an essential part of your Companys 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.

DIVIDEND

Considering future growth projects of the company, the board has decided not to declare any dividend to the shareholders for the financial year 2024-25.

SHARE CAPITAL

A) Authorized Share Capital

The Authorized Share Capital of the company as on 31st March, 2025 was Rs. 8,00,00,000 (Rupees Eight Crores only) divided into 80,00,000 (Eighty Lakhs 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, 2025 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.

MATERIAL CHANGES

There were no material changes from the date of closure of the financial year in the nature of business affecting the financial position of the company.

TRANSFER TO RESERVE

The Board has decided to retain the entire amount of profit for the Financial Year 2024-25 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 are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the provisions of the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

HOLDING, SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

As on 31st March 2025, 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 (1) 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 are given in the Notes to the Financial Statements forming part of Annual Report.

BOARD MEETINGS

The Board has met 8 times during the financial year 2024-25.

S. No.	Dates	Number of Directors Present
1.	21st May 2024	6
2.	27th June 2024	6
3.	20th August 2024	6
4.	09th October 2024	6
5.	12th November 2024	5
6.	18th November 2024	6
7.	04th March 2025	6
8.	28th March 2025	6

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 be placed on the website of the Company at www.pentagonrubber.com .

DEMATERIALIZATION OF SHARES

Companys shares are in dematerialization form with National Security Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

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 INTERNAL CONTROLS SYSTEM AND THEIR COMPLIANCE

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 2024-25, such controls were tested and no reportable material weakness in the design or operation was observed.

STATUTORY AUDITORS AND THEIR REPORT

M/s. S Jain & Co., Chartered Accountants (FRN: 0088469) were appointed as the Statutory Auditor of the Company to hold office for period of 5 (Five) years from the conclusion of the Annual General Meeting of the Company held in the year 2024 till the conclusion of the Annual General Meeting of the Company to be held in the year 2029.

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.

SECRETERIAL 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, 2025, is annexed herewith as “Annexure IV” to this Report. The Secretarial Audit report does not contain any qualification, reservation or adverse remarks.

INTERNAL AUDIT AND REPORT

The Company continued to engage M/s Manoj Kumar, Advocate as its Internal auditors at its units. Their scope of work and plan for audit is discussed and reviewed by the Audit Committee. The report submitted by them is regularly reviewed and suitable corrective action taken on an ongoing basis to improve efficiency in operations.

RESERVATION AND QUALIFICATION ON AUDITORS REPORT

The Auditors Report on the financial statements of the Company for the financial year ended 31st March 2025 does not contain any qualifications, reservations, adverse remarks or disclaimers. The Auditors 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 are 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 Companys human, physical and financial assets.

APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

The Company has not initiated any proceedings under Insolvency Bankruptcy Code 2016 during the financial year 2024-25.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and an Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees, etc.) are covered under this policy. Your Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment, or no complaint (s) / case (s) is pending with the Company during the year under review.

a. number of complaints of sexual harassment received in the year - NIL

b. number of complaints disposed off during the year - NIL

c. number of cases pending for more than ninety days - NIL

STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company affirms that it has complied with all provisions of the Maternity Benefit Act, 1961, including its amendments. All eligible women employees have been extended the benefits and protections as prescribed under the Act, such as paid maternity leave, leave for adopting or commissioning mothers, and related facilities. The Company remains committed to supporting the health, well-being, and work-life balance of its women employees in accordance with applicable laws.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENTAND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014 forming part of Directors Report for the year ended 31 March, 2025 is as under:

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

Technology 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 corporate excellence. Our research & development activities help us in product and service improvement, effective time management and are focused to provide unique benefits to our customers. Such methods do not involve any specific cost burden to the Company.

Foreign Exchange Earnings & Out go: (in lakhs)

Total Foreign Exchange Earnings in 2024-25	Total Foreign Exchange outflow 2024- 25	Total Foreign Exchange Earnings in 2023-24	Total Foreign Exchange outflow 2023-24
163.00	1742.71	110.01	1767.69

DIRECTORS 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 had 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 are 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;

iii. 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;

v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are 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 of SEBI (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 EVALUATION

The Company is led by a diverse, experienced and competent Board. The performance evaluation of the individual members of the Board (including the Chairman) for financial year 2024-25, was carried out internally. This was based on a structured questionnaire which cover various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Members 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:

Name	Designation	Address	Date of Appointment
Mr. Ashish Jain	Chairman cum Managing Director	45, Sector-7, Panchkula, Haryana- 134109, India	26/04/2004
Mr. Anil Jain	Whole-Time Director	Olive 701, Salcon the Verandas, Golf Course Road, Sector-54, Gurgaon, Haryana-122011, India	26/04/2004
Mr. Saurabh Jain	Whole-Time Director	409, Sector-7, Panchkula, Haryana- 134109, India	26/04/2004
Mr. Lalit Jain	Non-Executive Director	Villa-105, Laburnum Sushant Lok, Block-A, Sector-28, Gurgaon, Haryana-122001	26/04/2004
Mr. Manish Verma	Independent Director	322, Lane 9 G, Behind Kisan Bhawan, Sector - 3 5A, Chandigarh - 160022	11/01/2023
Mrs. Preet Kamal Kaur Bhatia	Independent Director	152, Golden Avenue, Near Har Krishan Public School, Amritsar- 143001, Punjab, India.	11/01/2023
Ms. Priyanka Sharma	Company Secretary	Shri Nav Durga mandir, Tagore Park, Model Town, Delhi-110009	04/03/2025
Mr. Varun Jain	Chief Financial Officer	Gulabgarh Road, Village Behra Dist. S.A.S. Nagar, Derabassi Mohali, Punjab-140507, India	16/01/2023

There was no change in the directors and however there was change in key managerial personnel during the Financial Year 2024-25.

Ms. Shubhi Kishore resigned from the position of Company Secretary and Compliance Officer with effect from 10th December 2024. Subsequently, Ms. Priyanka Sharma has been appointed as the Company Secretary and Compliance Officer of the company with effect from 4th March 2025.

BOARD AND COMMITTEES COMPOSITION AND THEIR MEETINGS

Annual Evaluation of Directors, its Committees and Board:

The formal annual evaluation of the performance of the board and that of its committees has been carried out through a structured evaluation process covering various aspects of the boards 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, 4 (Four) meetings were held by the Audit Committee viz, 21st May 2024, 20^th August 2024,12th November 2024, and 04^th March 2025. 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 given below:

Name of the Director	DIN	Total Number of Meetings attended
1. Manish Verma	08034159	2
2. Preet Kamal Kaur Bhatia	07070977	4
3. Ashish Jain	00738412	4

NOMINATION AND REMUNERATION COMMITTEE

During the financial year under review, 2 (Two) meetings were held by the Nomination and Remuneration Committee viz, 20^th August 2024 and 04^th March 2025.

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

Name of the Director	DIN	Total Number of Meetings attended
1. Manish Verma	08034159	2
2. Preet Kamal Kaur Bhatia	07070977	2
3. Lalit Jain	00249128	2

STAKEHOLDER RELATIONSHIP COMMITTEE

During the financial year under review, 1 (One) meeting was held by the Stakeholder Relationship Committee viz, 20th August 2024.

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

Name of the Director	DIN	Total Number of Meetings attended
1. Manish Verma	08034159	1
2. Ashish Jain	00738412	1
3. Lalit Jain	00249128	1

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the financial year under review, 1 (One) meeting was held by the Corporate Social Responsibility Committee viz, 18th November 2024.

Pentagon

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

Name of the Director	DIN	Total Number of Meetings attended
1. Preet Kamal Kaur Bhatia	07070977	1
2. Ashish Jain	00738412	1
3. Lalit Jain	00249128	1

SEXUAL HARASSMENT COMMITTEE

During the financial year under review, 1 (One) meeting was held by the Sexual Harassment Committee viz, 28th March 2025.

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

Name of the official	Designation	Total Number of Meetings attended
1. Seema Arora	Presiding Officer	1
2. Ashish Jain	Member	1
3. Saurabh Jain	Member	1
4. Navneet Kaur	External Member	1

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 04^th March, 2025 to review the performance of Non-Independent Directors, the Board as whole and evaluation of performance of your Company. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which are necessary to effectively and reasonably perform and discharge their duties.

STATUTORY DISCLOSURES

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, 2013 with respect to appointment of Independent Directors are applicable to your Company for the financial year ending March 31, 2025.

The Board, after undertaking due assessment of the veracity of the declaration submitted by the Independent Directors under sub section (6) of Section 149 of the Companies Act, 2013 was of the opinion that the Independent Directors meet the criteria of independence, are independent from Management and have necessary integrity, expertise, skills and experience required for their appointment as Independent Director.

As required vide Rule 6 (1) & (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. Manish Verma and Mrs. Preet Kamal Kaur Bhatia, Independent 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-1. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company has complied with the provisions of Section 135 of the Companies act, 2013 regarding Corporate Social Responsibility. The details about the policy developed and implemented by the company and CSR initiative taken during the year is annexed herewith for your kind perusal and information. (Annexure: II)

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 companys 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, are 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 Companys website www.pentagonrubber.com.

BUSINESS RESPONSIBILITY REPORT

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

COST RECORDS

The cost account records made and maintained by the Company for the financial year 2024-25 pursuant to Section 148 of the Companies Act, 2013.

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 but also about establishing an environment of trust and confidence among various shareholders.

The Companys 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

The disclosure as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as “Annexure III” and forms part of this Report.

THE 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

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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.

CAUTIONARY STATEMENT

Statements in the Boards Report and the Management Discussion & Analysis Report describing your Companys 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 Companys 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.

ACKNOWLEDGEMENT

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.

By order of the board
For PENTAGON RUBBER LIMITED
(Formerly Known as Pentagon Rubber Private Limited)
SD/-	SD/-
ASHISH JAIN	SAURABH JAIN
MANAGING DIRECTOR	WHOLETIME DIRECTOR
DIN:00738412	DIN:00761460
ADD: H NO.45, SECTOR 7,	ADD: #409, SECTOR -7, PANCHKULA
PANCHKULA HARYANA 134109	HARYANA 134109
Place: Derabassi
Date: 28.08.2025