Your directors have pleasure in presenting the 21st hoard 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 I Y 2024-25. I ho 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:

HIGHLIGHTS AND STATE OF COMPANY’S AFFAIRS AND OPERATIONS

Your Company’s 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 ami 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 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.

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 31 st March, 2025 was Rs. 8,00,00,000 (Rupees Eight Crorcs only)
divided into K0.00.000 (Eighty Lakhs Only) Equity shares of Rs. 10/- (Ten Only) each.

B) Paid I p Share Capital

The issued share capital of the company as on 31st March, 2025 was Rs, 7,71,00,000/- (Rupees Seven Crorcs 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 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

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 arc adequate and operating effectively.

HOLDING, SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

As on 31st March 2025. the Company docs 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 are given
in the Notes to the Financial Statements forming part of Annual Report.

BOARD MEETINGS

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

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 pentui’.onrubber.com .

DEMATERIALIZATION OF SHARES

Company's shares are in dematerialization form with National Security Depository Limited (NSPL) and Central
Depository Services (India) Limited (CPSL).

DETAILS OF FRAUD REPORTED ItV 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 arc 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: 008X469) were appointed as the Statutory Auditor of the Company to
hold office for period of 5 (Five) years from the conclusion of the Annua! 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.

SECRETE RIAL 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 “Anncxure 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 Ms 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 AUDITOR’S REPORT

The Auditors’ Report on the financial statements of the Company for the financial year ended 31st March 202 5 does
not contain any qualifications, reservations, adverse remarks or disclaimers, fhe Auditor’s Report is enclosed with the
financial statements forming pan 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 us financial risks, operational
risks and market risks. The risks are considered while preparing the annual business plan for the year. Ibc 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:

•Prov ide 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 v\ ith minimum disruption and
cost, to protect and preserve Company’s 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 1 larassmem Policy in line with the Requirements of the Sexual Harassment of Women
at the Workplace (Prevention, Prohibition & Redressnl) 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.) arc covered under this policy. Your Directors further stale that
puisuant to the requirements ofSection 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressali
Act. 201? 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 sexu3l 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

Tlie Company affirms (Imt 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 I34(3)(m) of the Companies Act 2013 read with Rule 8(3) the Companies (Accounts)
Rules. 201-4 forming part of Directors' Report for the year ended 31 March. 2025 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.

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)

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 had been followed along with proper
explanation relating to material departures:

ii. Tlte 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 Pro fit,-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 SMP 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 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 dale arc:

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 I Oth
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 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 arc given below:

AUDIT COMMITTEE

During the financial year under review. 4 (Four) meetings were held by the Audit Committee viz. 21st May 2024. 20*
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:

NOMINATION AND REMUNERATION COMMITTEE

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

I he 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. 20th
August 2024.

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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

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

SEXUAL HARASSMENT COMMITTEE

During the financial year under review. I (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:

SEPARATE MEETING OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under Schedule IV under the Companies Act. 2013 and die Listing
Regulations. 2015. separate meetings of the Independent Directors of your Company were held on 04“' 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 und reasonably perform
and discharge their duties.

STATUTORY DISCI OSURES

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 w ith 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 arc independent of the management. The

Board of Directors ore of the opinion that Mr. Manish Verma and Mrs. Preei Kama I Knur 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-l.
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: ID

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company is committed to 3dhere 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
w ithout 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, are eligible to make disclosures under the mechanism in relation to the matter concerning your Company.

Details of the Whistle Blower Policy arc made available on your Company’s website www.pcntagonrubber.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 14S
of the Companies Act, 2013.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

The guiding principle of the Code of Corporate Governance is Ýharmony’ i.c.. balancing the need for transparency with
need to protect the interest of the Company, balancing the need for empowerment ai all levels w ith 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 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.c.:

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

(bt 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 JB” and forms part of this
Report.

THE DETAILS OE DIFFERENCE BETWEEN AMOUNT OF THE V ALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS
OR FINANC I AL 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.

CAUTIONARY ST AT EM 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.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for die support by the employees of the Company at al I 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/-

ASII1SII JAIN SAURABII JAIN

MANAGING DIRECTOR WHOl.ETIME DIRECTOR

DIN: 00738412 DIN: 00761460

ADD: H NO.45, SECTOR 7, ADD: #409, SECTOR -7. PANCHKl LA

PANCHKULA HARYANA 134109 HARYANA 134109

Place: Derabassi
Date: 28.08.2025