Paramount Communications Ltd

Dear Shareholders,

Your Directors are pleased to present the 30th Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31, 2024 ("year under review").

1. FINANCIAL HIGHLIGHTS OF THE COMPANY

The summarized financial highlight is depicted below:

(Rs. in million)

2. COMPANY'S PERFORMANCE

On a Standalone basis, the revenue for FY 2024 was Rs. 10562 million, higher by 30.0% over the previous year's revenue of Rs. 8,127 million. We recorded an increase in EBITDA by 49.5 % in FY 2024 to Rs. 960 million. The Net Profit for the year stood at Rs. 854 million against a Net Profit of Rs. 478 million reported in the Previous Year.

On consolidated basis, the Group achieved revenue of Rs. 10,786 million and EBITDA of Rs. 973 million as against Rs. 8,127 million and Rs. 642 million respectively in the previous year. Net profit for the year under review is Rs. 856 million as compared to Rs. 478 million in the previous year.

The standalone as well as the consolidated financial statement have been prepared in accordance with the Indian Accounting Standards (Ind AS) as issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

a) Increase in Authorized Share Capital

During the year under review, the authorised share capital of the Company has been increased from Rs. 70,00,00,000 divided into 30,00,00,000 equity shares of Rs. 2 each and 10,00,000 Redeemable Preference Shares of Rs. 100 each to Rs. 80,00,00,000 divided into 35,00,00,000 equity shares of Rs. 2 each and 10,00,000 Redeemable Preference Shares of Rs. 100 each by creation of additional 5,00,00,000 equity shares of Rs. 2 each in the authorised share capital of the Company in terms of the resolution passed by the shareholders of the Company at the Extra Ordinary General Meeting held on January 11, 2024. As on date of this Report, the authorised share capital of the Company is Rs. 80.00 Crore divided into 35.00 Crore equity shares of Rs. 2 each and 10.00 lakh Redeemable Preference Shares of ?100 each.

Non-Promoter Category

During the year under review, the Company has approved the issue and allotment of 2,21,24,980 equity shares of the Company at a price of Rs. 66.50 each, to certain entities/persons, who are not forming part of the Promoter/Promoter Group of the Company on preferential basis, subject to receipt of necessary approvals, including that of shareholders, as per the EOGM Notice dated December 20, 2023.

Subsequently, the approval of the members by way of a Special Resolution was obtained at an Extra-Ordinary General Meeting of the Company held on 11th January 2024 and upon receipt of in-principal approval of the Stock Exchanges, for issue of equity shares on Preferential Basis, the Share Allotment Committee of the Board, in its meeting held on January 29, 2024 and February 07, 2024, has allotted 2,03,74,980 and 12,50,000 equity shares respectively, on preferential basis at an issue price of Rs. 66.50/- each, upon receipt of the issue price ( i.e., Rs. 66.50 per equity share) as subscription money, to entities/persons, who are not forming part of the Promoter/Promoter Group of the Company on preferential basis .

c) Paid-up Share Capital

The paid-up share capital of the Company as on March 31, 2024 is Rs. 60,68,69,740 divided into 30,34,34,870 equity shares of Rs. 2 each.

During the year under review, the Company has allotted equity shares as per details given below:

d) Employee Stock Option Plan (ESOP):

In accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the Nomination and Remuneration Committee of the Board of Directors of the Company, on November 07, 2023, has granted 5,40,000 Options convertible into equal number of equity shares of Rs. 2.00 each to the eligible employees of the Company under the Paramount Communications Limited-Stock Incentive Plan 2023 at an exercise price of Rs. 5.00 per option with 25% vesting at the end of first year from the date of grant, 35% at the end of second year from the date of grant and balance 40% at the end of third year from the date of grant and exercise period of two years from the date of respective vesting.

During the financial year 2023-24, there had been no change in the Employee Stock Option Scheme of the Company. The ESOP Scheme is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('the SBEB Regulations').

Further, the Company has obtained a certificate from Abhishek Mittal & Associates, Company Secretaries, Secretarial Auditors of the Company under regulation 13 of the SBEB Regulations stating that the scheme has been implemented in accordance with the SBEB Regulations is available on the Company's website www.paramountcables.com

Further, the disclosure under Regulation 14 of the SBEB Regulations is also available on the Company's website www.paramountcables.com

4. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review, your Company has acquired 100% stake in Valens Technologies Private Limited making it a wholly owned subsidiary of the Company.

Valens Technologies Private Limited ("VTPL") is in the business of manufacturing of HDPE Pipes used in Telecom Network business and water pipeline business. This acquisition gives PCL a distinct advantage with their customers where PCL can offer bundled products. It also gives PCL a strong position in the telecom business while also adding market and product diversity in terms of Water pipeline business where VTPL enjoys a strong reputation.

The Company has the following direct wholly owned subsidiaries located outside India:

a. *Paramount Holdings Limited, incorporated under the laws of Cyprus;

b. **AEI Power Cables Limited, incorporated under the laws of England and Wales;

c. ***"06196375 Cables Limited" (formerly AEI Cables Limited), United Kingdom is "in Administration/ Liquidation" (as per UK laws) w.e.f. 28th February, 2014.

Note:

1) * The board of Directors of Paramount Holdings Limited, Cyprus are taking steps to liquidate Paramount Holdings Limited.

2) **AEI Power Cables Limited, United Kingdom has ceased to trade and became dormant w.e.f. 1st April, 2017.

3) ***"06196375 Cables Limited" (formerly AEI Cables Limited), United Kingdom is "in Administration/Liquidation" (as per UK laws) w.e.f. 28th February, 2014. The Company provided full impairment of investment in earlier years. Therefore, consolidated financial statements do not include financial position, financial performance, and cash flows of this Company.

Financial Statements of Paramount Holdings Limited, Cyprus are drawn in Euro and AEI Power Cables Limited, United Kingdom are drawn in Sterling Pound.

The Company has no Joint venture or Associate Companies within the meaning of section 2 (76) of the Companies Act, 2013.

During the year under review, none of the companies have ceased to be subsidiary, joint venture or associate company of the Company.

Further, pursuant to Section 129(3) of the Companies Act, 2013 a report on the performance and financial position of the Subsidiary, Associate and Joint Venture is disclosed in Form AOC-1 in Annexure-A and forms part of this report.

5. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to any of the reserves maintained by the Company.

6. DIVIDEND

Your directors do not recommend declaration of any dividend for the financial year 2023-2024. The Policy is available on the website of the Company at www.paramountcables.com

a) Change in Listed Capital

The Company has received the following listing and trading approvals of further issue of equity shares to Non-Promoter Category from both the exchange(s):

b) Repayment of Debt obligation -Invent Assets Securitisation & Reconstruction Private Limited

The Company has repaid the entire outstanding dues of IDBI Bank, State Bank of Patiala (now State Bank of India), Dena Bank (now Bank of Baroda) and State Bank of India which was acquired by Invent Assets Securitisation & Reconstruction Private Limited., in Invent/1516/S79Trust, Invent/1617/SBP/S98 Trust, Invent/1718/Dena/S111Trust and Invent/1617/SBI/S97/ Trust respectively. With this repayment, the Company has closed its ARC debt obligation as on the date of this report.

a) Composition

i) Your Company's Board has an optimum combination of Executive, Non-executive and Independent Directors with two women Independent Directors, as per the requirements of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations') as on date. The composition of the Board and the Independent Directors of the Company meet all the criteria mandated by SEBI Listing Regulations, 2015 and the Companies Act, 2013.

ii) None of the Whole-time Key Managerial Personnel (KMP) of the Company is holding office in any other Company as a Key Managerial Personnel.

iii) Further, none of the Directors / KMP of the Company is disqualified under any of the provisions of the Companies Act, 2013 and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

iv) None of the Director on the Board is a member of more than 10 Committees or a Chairman of more than 5 Committees across all listed companies in which he/ she is a director. Necessary disclosures regarding Committee positions in other Public Limited Companies as on March 31, 2024, have been disclosed by all the Directors of the Company.

b) Change in Director(s) and Key Managerial Personnel

During the year under review, the Members of the Company has approved the following appointment of Directors:

Appointment of Independent Director

i) On the recommendation of the Nomination and Remuneration Committee and considering expertise, knowledge, experience, and skills of Mr. Harish Pal Kumar (DIN 01826010) and Mr. Narendra Kumar Goyal (DIN 01963727), the members had appointed them as an Independent Directors for a first term of 5 consecutive years commencing from December 18, 2023, to December 17, 2028, at an Extra Ordinary General meeting held on January 11, 2024.

In the opinion of the Board, Mr. Harish Pal Kumar and Mr. Narendra Kumar Goyal are persons of integrity and fulfils requisite conditions as per applicable laws and are independent of the management of the Company.

Cessation of Independent Director

ii) During the year under review, Mr. Vijay Bhushan (DIN 00002421) ceased to be Director of the Company with effect from March 31,2024, upon completion of his term as an Independent Director. The Board places on record its appreciation for his invaluable contribution and guidance.

c) Directors retiring by rotation.

Mr. Sandeep Aggarwal (DIN 00002646) retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking Shareholders' approval for his re-appointment along with other required details forms part of the Notice. The proposal for his reappointment forms part of the notice of the 30th Annual General Meeting and the relevant Resolutions are recommended for your approval therein. The information pursuant to Regulations 36 of Listing Regulations and Secretarial Standards-2 are disclosed in the Notice of AGM.

d) Declaration and Disclosures from Directors

i) All Independent Directors of the Company have given declarations stating they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

ii) All the Directors have also affirmed that they have complied with the Company's Code of Conduct. In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company's businesses, which are detailed in the Report on Corporate Governance.

iii) Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs. The Independent Directors who were required to clear the online proficiency self-assessment test have passed the test.

iv) In the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.

During the year under review, the non-executive independent directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any.

In compliance with the provisions of Section 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the independent directors of the Company viz. Mr. Vijay Maheshwari,

Mrs. Malini Gupta, Mrs. Praveena Kala, Mr. Harish Pal Kumar and Mr. Narendra Kumar Goyal, holds office for a fixed term of five (5) years and are not liable to retire by rotation.

9. KEY MANAGERIAL PERSONNEL

As per the provisions of Section 203 of the Act, following are the Key Managerial Personnel of the Company as on the date of this Report:

1. Mr. Sanjay Aggarwal- Chairman & CEO

2. Mr. Sandeep Aggarwal- Managing Director

3. Mr. Shambhu kumar Agarwal - Chief Financial Officer, and

4. Ms. Rashi Goel -Company Secretary and Compliance officer.

There has been no change in KMPs of the Company over the past three financial years including the year under review.

10. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

During the year, 6 (Six) Board Meetings and 5 (Five) Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Pursuant to the requirements of Schedule IV of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, separate Meeting of the Independent Directors of the Company were also held on February 3, 2024, without the presence of Non-Independent Directors and members of the management, to review the performance of Non-Independent Directors and the Board as a whole and also to assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

The details of the Board and Committees of the Board along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report forming part of this Annual Report FY 2023-24.

11. BOARD EVALUATION

In accordance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors on annual basis.

The Board has carried out the annual performance evaluation of its own performance, Committees of the Board and each Director individually at its meeting held on February 3, 2024. The evaluation was done through a structured questionnaire covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specified duties, obligations and governance.

Separate exercise was carried out to evaluate the performance of individual Directors on parameters such as attendance, contribution and independent judgement.

Board interaction between meetings was stepped up through calls with individual Directors on various topics. Specific items related to amendments in SEBI Listing Regulations and Companies Act, 2013 and other related laws were also added in the Board agenda from a governance perspective.

12. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departure from the same;

ii) They have 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 as at March 31, 2024 and of the profit of the Company for the year ended on that date;

iii) They have 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) They have prepared the annual accounts on a going concern basis;

v) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

13. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

14. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company has devised a Nomination and Remuneration Policy pursuant to Section 178 of the Companies Act, 2013 and Regulation 19(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Specified in Part D of the Schedule II) which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management Personnel of the Company.

The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment and removal of Directors, Key Managerial Personnel / Senior Management.

Remuneration Policy:

The Nomination and Remuneration Policy of the Company is designed to attract, motivate and retain high calibre talent by offering an appropriate remuneration package and also by way of providing a congenial & healthy work environment.

The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-Executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and payment of remuneration to other employees.

During the year under review, the Company paid a sitting fee of Rs. 1,00,000 per meeting to its Non-Executive Directors for attending meetings of the Board and meetings of committees of the Board.

The detailed Nomination & Remuneration Policy is also available on the website of the Company at www.paramountcables.com under Investor Relations Section.

15. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company in Form MGT-7 for FY 2023-24 has been placed on the Company's website and can be accessed at www.paramountcables.com under Investor Relations Section.

16. RISK MANAGEMENT

Risk is an integral and unavoidable component of all businesses. Paramount is committed to manage its risk in a proactive manner which includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks.

The Company has constituted a Risk Management Committee, the details of which have been provided in the Corporate Governance Report forming part of this Annual Report. The Board of Directors has approved the Risk Management Policy which is available on the Company's website and can be accessed at www.paramountcables.com under Investor Relations Section.

Further details on the Risk Management activities including the key risks identified, and their mitigations are covered in Management's Discussion and Analysis section, which forms part of the Annual Report.

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY.

In the opinion of the Board, your Company has in place an adequate system of internal control commensurate with its size and nature of business. The Company uses IT-supported platforms to keep the IFC framework robust. This system provides a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, and ensuring compliance with corporate policies.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and are also apprised of the internal audit findings and corrective actions. The Audit Committee suggests improvements in the performance of internal audit function and ensures the necessary checks and balances that may need to be built into the control system.

M/s. Jagdish Chand & Co., Chartered Accountants were the internal auditors of the Company for the FY 2023-24.

P. Bholusaria & Co., Chartered Accountant, the statutory auditors of the Company have audited the financial statements included in this annual report and have issued a report on the Company's Internal Control over financial reporting (as defined in section 143 of the Companies Act, 2013).

18. INDUSTRIAL RELATIONS

Paramount is an equal opportunities employer. The Company does not discriminate on grounds of age, gender, colour, race, ethnicity, language, caste, creed, economic or social status or disability.

The Company humbly acknowledges employees' contributions with best compensation and benefits that appropriately reward performance. Pay revisions and other benefits are designed in such a way to compensate good performance of the employees of the Company and motivate them to do better in future.

During the period under review, your Company enjoyed healthy, cordial and harmonious relationship with workers and employees at all levels.

19. RELATED PARTY TRANSACTIONS

The Audit Committee approves all the RPTs in compliance with the provisions of the Act and Listing Regulations. Omnibus approval is obtained on a yearly basis for transactions which are repetitive in nature. Transactions entered into pursuant to omnibus approval and details of all RPTs are placed before the Audit Committee and the Board for review and approval/ noting on a quarterly basis.

During the financial year, the Company has not entered into any materially significant related party contracts/ arrangements or transactions with the Company's promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. All the contracts/arrangements or transactions entered into by the Company with Related party(ies) are in conformity with the provisions of the Companies Act, 2013 and on an arm's length basis and do not attract the provisions of Section 188 of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Details of all RPTs are mentioned in the notes to financial statements forming part of the Annual Report. The Board of Directors have formulated a Policy on dealing with Related Party Transactions. The particulars of every contract or arrangement if entered into by the Company with the related parties referred to in sub - section (1) of Section 188 of the Companies Act, 2013 is set out in Form AOC-2 in Annexure-F and forms part of this Report.

The Company has formulated a Policy on Related party Transactions which is available on the website of the Company www.paramountcables.com

20. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism and a Whistle- Blower Policy in compliance with the provisions of section 177(9) and (10) of the Act and Regulation 22 of the Listing regulations. The Audit Committee of the Company periodically review the complaints and incidents, if any under Whistle Blower Policy. Protected disclosure can be made by a whistle blower through an e-mail or letter to the chairman of the Audit Committee. The Policy is available on the Company's website at www.paramountcables.com.

The Policy provides adequate protection to the Directors, employees and business associates who report unethical practices and irregularities. The Policy provides details for direct access to the Chairman of the Audit Committee. Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy.

During the year under review, no complaints were received under the Whistle Blower Policy.

a) Statutory Auditors:

P. Bholusaria & Co., Chartered Accountants (Firm Registration No. 000468N) were appointed as the Statutory Auditors of the Company at the 28th Annual General Meeting of the Company held on September 29, 2022 , for a second term of five consecutive years commencing from the conclusion of 28th Annual General Meeting till the conclusion of 33rd Annual General Meeting to be held for financial year 2027 at a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

Statutory Auditors' Report

The Statutory Auditors' Report on Standalone and Consolidated Financial Statements for the financial year 2024 issued by P. Bholusaria & Co., Chartered Accountants, does not contain any qualification, observation, disclaimer, reservation, or adverse remark. Further the Company has obtained a certificate on Corporate Governance from P. Bholusaria & Co., Chartered Accountants, certifying the compliances with the applicable clauses of Corporate Governance as stipulated under Listing Regulations.

b) Cost Auditors

The Board of Directors on the recommendation of the Audit Committee, appointed Jain Sharma & Associates, Cost Accountants (Firm Registration Number 000270), as the Cost Auditors of the Company for the financial year 2025 under section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time. Jain Sharma & Associates, Cost Accountants have confirmed that their appointment is within the limits of section 141(3) (g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under section 141(3) read with section 148(3) of the Companies Act, 2013.

As required under the Act, the remuneration payable to the Cost Auditors is required to be placed before the members in a general meeting for their ratification. Accordingly, a resolution seeking members' ratification for the remuneration payable to Jain Sharma & Associates, Cost Accountants forms part of the AGM Notice.

Cost Audit Report

There are no qualifications, reservations or adverse remarks made by Cost Auditors in their Report for FY 2023-24. Further, the Cost Audit Report for the FY 2022-23 was filed on September 06, 2023, and for the FY 2023-24 the Cost Audit Report to be filed within due date.

c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, Abhishek Mittal & Associates, Practising Company Secretary (Membership No. FCS -7273 & CP No. - 7943), were appointed as the Secretarial Auditors of the Company to conduct the Secretarial Audit for the financial year ending 31st March 2024.

The Board had re-appointed Abhishek Mittal & Associates, Practising Company Secretary (Membership No. FCS -7273 & CP No. - 7943) to undertake the Secretarial Audit of the Company for the FY 2024-25, based on consent received from Abhishek Mittal & Associates, Practising Company Secretary.

The Secretarial Audit Report for the financial year ended March 31, 2024, is annexed herewith in Form MR-3, and marked as Annexure B to this Report.

The Board of Directors reviewed the remark made by the Secretarial Auditor that except the one form MGT-14 in which the date of Board resolution was wrongly mentioned. During the process of audit, the Company explained that due to typographical error, the wrong date was mentioned, and the Company has filed two Forms with some delay.

Comment of Board of Directors:

The Comment of the Auditor is Self-Explanatory.

d) Annual Secretarial Compliance Report

Pursuant to Regulation 24A of Listing Regulations read with SEBI Circular No. CIR/CFD/ CMD1/27/2019 dated February 08, 2019, the Annual Secretarial Compliance Report of the Company for the financial year ended March 31, 2024, obtained from Nitin Gupta, Company Secretary in Whole Time Practice, was submitted to the stock exchange(s) and uploaded on the website of the Company at www.paramountcables.com.

e) Internal Auditor

In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company had re-appointed M/s Jagdish Chand & Co., Chartered Accountant as the internal auditor of the Company.

22. REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the requirements of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility ("CSR") the Company has duly constituted a Corporate Social Responsibility Committee ("CSR Committee"). The CSR obligation for the financial year 2023-24 was Rs. 3.9 million and the Company had spent Rs. 4.2 million for carrying out the CSR projects.

The Annual report on CSR is set out in Annexure C of this report. The CSR policy is available on the website of the Company www.paramountcables.com

24. LOANS, GUARANTEE(S) OR INVESTMENT(S)

During the year, your Company has duly complied with the provisions of section 186 of the Companies Act, 2013 and particulars of the loan given, and investments made by the Company under Section 186 of the Companies Act, 2013 have been disclosed in the financial statements.

25. SEXUAL HARASSMENT POLICY, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources. As part of the legal responsibility and zero tolerance towards sexual harassment at the workplace, a policy for prevention of Sexual Harassment has been adopted by the Company.

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted Internal Committee to redress and resolve any complaints arising under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). During the year, there was no complaint lodged with the Internal Complaint Committee, formed under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013".

During the year, the Company organised training sessions on the topics of POSH for the employees.

26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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, the details of the ratio ofthe remuneration of each director to the median employee's remuneration and such other details as prescribed therein are given in "Annexure-D", which is attached hereto and forms a part of this Report.

In terms of the provisions of Section 197 (12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee is covered under the purview of the aforesaid Section/Rule.

27. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT OR QUALIFIED INSTITUTIONS PLACEMENT AS SPECIFIED UNDER REGULATION 32 (7A) OF LISTING REGULATIONS.

During the year under review, the funds raised through preferential allotment of equity shares upon conversion of warrants to non-promoters and preferential allotment of equity shares to non-promoters have been utilized as per the objects / purpose of the preferential allotment as stated in the Explanatory statement of the Notice of General Meeting dated 14.12.2022 and 20.12.2023 respectively, of the Company and there was no deviation in the utilization of proceeds.

The details of utilization of proceeds are as under:

Objects for which funds have been raised and where there has been a deviation, in the following table:

*Net proceeds received was lower by ' 3.32 cr. due to non-receipt of application money on 5 lakh equity shares. ** This amount includes Rs. 0.44 cr. towards gain on redemption of mutual fund

Note: Unutilized amount has been kept in the bank account and Debt mutual funds.

28. CREDIT RATING.

During the year under review, the credit rating of the Company for Bank Facilities as follows:

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as "Annexure E" and forms part of this Report.

30. CORPORATE GOVERNANCE

The Company is committed to adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). The report on Corporate Governance as stipulated under regulation 34 (3) read with Schedule V of the Listing Regulations forms part of the Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") is provided in a separate section and forms an integral part of this Report.

32. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

As a responsible corporate citizen, ESG (Environmental, Social, and Governance) is highly relevant for the company. It demonstrates our commitment to Environmental stewardship, social responsibility, and good governance.

In terms of Regulation 34(2)(f) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Business Responsibility and Sustainability Report for the financial year under review is presented in a separate section forming part of the Annual Report. The detailed information on the initiatives taken by the Company from an environmental, social and governance perspective is provided in the Business Responsibility and Sustainability Report which forms part of this Report.

33. ISO CERTIFICATION

The Company holds ISO 9001:2015 for Quality Management System, ISO 14001:2015 for Environment Sustainability and ISO 45001:2018 for Occupational Health and Safety Management, certifications for its plants at Khushkhera, Rajasthan and Dharuhera, Haryana. In addition to this, the Company has UL and LPCB approvals for supply of its products in the International Market.

34. INSURANCE

All insurable interest of the Company including inventories, buildings and plant & machinery are adequately insured.

35. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme except Employee Stock Options Scheme referred to in this report.

d) Details of money accepted from Directors.

e) The Company has not bought back any of its securities.

f) Neither the Managing Director nor the Whole Time Director of the Company receives any remuneration or commission from any of its subsidiaries.

g) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

h) There has been no change in the nature of business of the Company.

i) Transfer of unclaimed/unpaid amount to Investor Education and Protection Fund

j) Details of application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016.

k) 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.

l) Detailed reasons for revision of financial statements and report of the Board in terms of Section 131(1) of the Companies Act, 2013.

3y. ACKNOWLEDGEMENT AND APPRECIATION

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the government and regulatory authorities, banks, customers, vendors and members during the year under review. The Board would like to take this opportunity to express its gratitude to you all, partners in our enterprise, for your confidence, encouragement and unstinting support.