Paramount Communications Ltd

To,

The Members of

Your Directors are pleased to present the Twenty-Ninth Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31, 2023 ("year under review").

1. FINANCIAL SUMMARY AND STATE OF COMPANY AFFAIRS

A summary of your Company's financial results for the Financial Year 2022-23 is as under: in Millions

On a consolidated and standalone basis, the revenue for FY 2023 was 8,127 million, higher by 39% over the previous year's revenue of 5,847 million. We recorded an increase in EBITDA by 166% in FY 2023 to 642 million. The Strong performance was driven by robust volume growth of over 50% in Export business from 1,302 million to 4,003 million. The Net Profit for the year stood at 478 million against a Net Profit of 82 million reported in the Previous Year.

The Consolidated Financial Statements of the Company have been prepared in accordance with the applicable Indian

Accounting Standards as issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

During the year under review, the authorised share capital of the Company has been increased from

60,00,00,000 divided into 25,00,00,000 equity shares of 2 each and 10,00,000 Redeemable Preference Shares of 100 each to 70,00,00,000 divided into 30,00,00,000 equity shares of 2 each and 10,00,000 Redeemable Preference Shares of 100 each by creation of additional 5,00,00,000 equity shares of 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, 2023. As on date of this Report, the authorised share capital of the Company is 70.00 Crore divided into 30.00 Crore equity shares of 2 each and 10.00 lakh Redeemable Preference Shares of 100 each.

The paid-up share capital of the Company as on March

31, 2023 is 38.83 Crore divided into 194183965 equity shares of 2 each.

Post March 31, 2023 and up to the date of this Report, the Company has allotted equity shares as per details given below:

Accordingly, the paid-up share capital of the Company as on the date of this Report is 46.83 Crore divided into 23,41,59,890 equity shares of 2 each.

The Board of Directors, in their meeting held on 9^th August, 2022, approved the issue and allotment of 2,90,00,000 warrants, each convertible into one fully paid equity share of the Company at a price of 15.50 each, to entity belonging to the Promoter Group on preferential basis, subject to receipt of necessary approvals, including that of shareholders.

Subsequently, the approval of the members by way of a Special Resolution was obtained at an Annual General Meeting of the Company held on 29th September 2022 and consequent to the receipt of in-principal approval of the Stock Exchanges, for issue of convertible warrants on Preferential Basis, the Share Allotment Committee of the Board, in its meeting held on 26th October 2022, has allotted 2,90,00,000 warrants, each convertible into one Equity share, on preferential basis at an issue price of 15.50/- each, upon receipt of 25% of the issue price ( i.e., 3.875 per warrant ) as warrant subscription money. Balance 75% of the issue price (i.e., 11.625 per warrant) is payable within 18 months from the allotment date, at the time of exercising the option to apply for fully paid–up equity share of 2/- each of the Company, against each warrant held by the warrant holder.

The Board of Directors, in their meeting held on 14^th December, 2022, approved the issue and allotment of

6,25,00,000 warrants, each convertible into one fully paid equity share of the Company at a price of 21.57 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.

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 11^th January 2023 and consequent to the receipt of in-principal approval of the Stock Exchanges, for issue of convertible warrants on Preferential Basis, the Share Allotment Committee of the Board, in its meeting held on 18^th February 2023, has allotted 6,23,25,925 warrants, each convertible into one Equity share, on preferential basis at an issue price of 21.57/- each, upon receipt of 25% of the issue price ( i.e., 5.40 per warrant ) as warrant subscription money. Balance 75% of the issue price (i.e., 16.17 per warrant) is payable within 18 months from the allotment date, at the time of exercising the option to apply for fully paid up equity share of 2/- each of the Company, against each warrant held by the warrant holder.

3. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company does not have any Indian subsidiary company. However, 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 known as AEI

Cables Limited), which was a subsidiary company, is "in Administration" (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 strike off name of the Company in accordance with the applicable laws of the country.

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

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

The Consolidated financials include un-audited financials of Paramount Holdings Limited, Cyprus and un-audited financials of AEI Power Cables Ltd., United Kingdom for the year ended 31st March, 2023.

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 become or ceased to be subsidiary, joint venture or associate company of the Company.

4. TRANSFER TO RESERVES

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

5. DIVIDEND

Your directors do not recommend declaration of any dividend forthefinancial

6. SHIFTING OF REGISTERED OFFICE OF THE COMPANY WITHIN THE LOCAL LIMITS OF THE CITY TOWN OR VILLAGE.

During the year under review, the Company had shifted its registered office from C-125, Naraina Industrial Area, Phase-1, New Delhi-110028 to KH-433, Maulsari Avenue, Westend Greens, Rangpuri, New Delhi-110037 within the same city.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT.

The Share Allotment Committee of the Board, in its meeting held on June 05, 2023, has allotted 2,90,00,000 equity shares and 1,09,75,925 equity shares against conversion of equal number of warrants by the concerned warrant holder belonging to Promoter Group and who are not forming part of the Promoter/Promoter Group of the Company respectively, upon receipt of balance payment of 75% of the issue price ( i.e., 11.625 per warrant from warrant holder belonging to Promoter Group and 16.17 per warrant from who are not forming part of the Promoter/Promoter Group of the Company).

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL a) Composition i) Your Company's Board has an optimum combination of Executive, Non-executive and

Independent Directors with two women 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, 2023, have been disclosed by all the Directors of the Company.

As per section 152 of the Companies Act, 2013, Mr. Sanjay Aggarwal (DIN 00001788), whole time director, who retires by rotation at the ensuing Annual General

Meeting and being eligible offers himself for reappointment.

The Board of Directors at their meeting held on August 10, 2023, based on the recommendations of the Nomination and Remuneration Committee, have approved the following appointment/re-appointment:

a) Re-appointment of Mr. Vijay Maheshwari as a Non-Executive Independent Director of the Company for a second term of five consecutive years effective from April 01, 2024, in accordance with the provisions of Section 149, 150 and 152 of the Companies Act, 2013 read with Schedule IV and Rules made thereunder and other applicable provisions of the Companies Act, 2013, if any.

b) Re-appointment of Mr. Sanjay Aggarwal as Whole Time Director, designated as Chairman & CEO of the Company for a period of five years effective March 01, 2024, in accordance with the provisions of Sections 196, 197, 198 and 203 of the Companies Act, 2013 read with Schedule V and Rules made thereunder and other applicable provisions of the Companies Act, 2013, if any; and

c) Re-appointment of Mr. Sandeep Aggarwal as

Managing Director of the Company for a period of five years effective March 01, 2024 in accordance with the provisions of Sections 196, 197, 198 and 203 of the Companies Act, 2013 read with Schedule V and Rules made thereunder and other applicable provisions of the Companies Act, 2013, if any.

The above proposals for appointment and reappointment forms part of the notice of the

29th Annual General Meeting and the relevant Resolutions are recommended for your approval therein. The information pursuant to Regulation 36 of Listing Regulations and Secretarial Standards-2 are disclosed in the Notice of AGM.

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, IndependentDirectors er*. have confirmedthat 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 er with complied with the Company's Code of Conduct. In terms of requirements of the Listing Regulations, the Board has identifiedcore skills, expertise and competencies of the Directors in the context of the Company's businesses, which are detaileder of thein 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 2014, the independent directors of the Company viz. Mr. Vijay Bhushan, Mr. Vijay Maheshwari, Mrs. Malini Gupta and Mrs. Praveena Kala 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 Deputy Company Secretary and Compliance

* Due to some family issues, Ms. Rashi Goel has resigned from the position of Company Secretary and Compliance officer with effect from the close of working hours of June 03, 2023. However, she again joined the Company as Deputy Company Secretary and Offic effect from June 15, 2023. that they have Compliance

The Board of Directors in its meeting held on August 10, 2023, on the recommendation of the Nomination and Remuneration

Committee, has re-appointed Ms. Rashi Goel as Company officCompanySecretaryandCompliance

During the year, 5 (Five) Board Meetings and 4 (Four) 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 to 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

24th January, 2023, 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 2022-23.

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 January 24, 2023. 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 were also added in the Board agenda from a governance perspective.

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, 2023 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.

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

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 (Specifiedin Part D of the Schedule II) which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.

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

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 60,000 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.

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 2022-23 has been placed on the Company's website and can be accessed at www.paramountcables.com under Investor Relations Section.

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. Your Company periodically assesses the risk in the internal and external environment, along with the cost of treating risk and incorporates risk treatment plans in its strategy, business, and operational plans.

Further details on the Risk Management activities including are covered in the key risks identified,

Management's Discussion and Analysis section, which forms part of the Annual Report.

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 and correctivefindings 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 2022-23.

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

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 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.

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.

During the year under review, based on the recommendations of the Audit Committee, the said policy was approved by the Board of Directors at its meeting held on May 28, 2022. The updated policy is available on the website of the Company and can be accessed at www.paramountcables.com.

The Company has established a Vigil Mechanism and a Whistle- Blower policy in accordance with provisions of the Act and Listing Regulations. The Audit Committee periodically review the complaints and incidents, if any. 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.

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

The Statutory Auditors' Report forms part of the Annual Report. The Statutory Auditor's report does not contain any qualification, reservation year under review.

As per the requirements of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records. The Cost Audit Report for the year ended March 31, 2022 was filed with the Central Government within the prescribed time. M/s Jain Sharma & Associates, Cost Accountants were the Cost Auditor of the Company for the FY 2022-23.

The Board of Directors, on the recommendation of the Audit Committee, has re-appointed M/s Jain Sharma & Associates, Cost Accountants, (Firm Registration Number: 000270) as Cost Auditor to audit the cost accounts of the Company for the Financial Year 2023-24. As required under the Act, a resolution seeking members' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the AGM for their ratification.

Cost Audit Report ations, reservations or adverse qualific There are no remarks made by Cost Auditors in their Report for FY

2022-23. Further, the Cost Audit Report for the FY 2021-22 was filed on September 03, 2022, and for the FY 2022-23 the Cost Audit Report to be filed within due date.

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Company had appointed

Ms. Rekha Mittal (Membership No. FCS 8800 & CP No. 10180), Practicing Company Secretary to undertake the Secretarial Audit of the Company for the FY 2022-23.

However, Ms. Rekha Mittal, Practicing Company Secretary, expressed her unwillingness to continue as Secretarial Auditor for the FY 2022-23, due to her preoccupation elsewhere.

The Board has appointed M/s Abhishek Mittal & Associates, Practising Company Secretary (Membership No. FCS 7273 & CP No. 7943) to undertake the Secretarial Audit of the Company for the FY 2022-23, based on consent received from M/s Abhishek Mittal & Associates, Practising Company Secretary.

The Secretarial Audit Report for the financialyear ended March 31, 2023, is annexed herewith in Form MR-3, and marked as Annexure A to this Report. or adverse remark for the The Board of Directors reviewed the remark made by the Secretarial Auditor that: ⁿ In Form MGT-14 and SH-7, there was a clerical error in the attachment of the forms filed. ⁿ The Company has implemented software named Insiderlens w.e.f. 28th September, 2022, for maintaining Structured Digital Database (SDD). Before this implementation, the SDD was maintained in password protected Excel and access was available with Key Managerial personnel of the Company. ⁿ The Company has filed few Forms after the due date.

The Comment of the Auditor is Self-Explanatory.

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 financialyear ended March 31, 2023, 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.

In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s Jagdish Chand & Co.,

Chartered Accountant as the internal auditor of the

Company.

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

Over the years, the Company has focused on several corporate social responsibility programmes like Empowering Children and Women, Promoting Health & Sanitation, Nurturing Communities and COVID vaccination drive. In accordance with the provisions of the Act read with Rules made thereunder, the Company was not required to constitute the CSR Committee and to make any CSR contribution during the FY 2022-23.

However, the Board in its meeting held on May 19, 2023, has constituted a CSR Committee in accordance with Section 135(1) of the Companies Act, 2013, the details of which have been provided in the Corporate Governance Report forming part of this Annual Report, to formulate the CSR policy and to recommend the amount of expenditure to be incurred on CSR activities for the FY 2023-24.

During the year, your Company has duly complied with the provisions of section 186 of the Companies Act, 2013 and no loan and guarantee was granted by the Company under

Section 186 of the Companies Act, 2013. The particulars of the investments made by the Company have been disclosed in the financial

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 Complaint Committee to redress and resolve any complaints arising under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 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".

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 of the remuneration of each director to the median employee's remuneration and such other details as prescribed therein are given in "Annexure-B", 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.

During the year under review, the funds raised through preferential allotment of warrants and their consequent conversion into equal number of equity shares to Promoter Group and 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 09.08.2022 and 14.12.2022 respectively, of the Company and there was no deviation in the utilization of proceeds. The details of utilization of proceeds are as under:

*The Company has allotted 6,23,25,925 equity share warrants and received 33.65 crores (i.e., 5.40 per equity warrant) towards application money. Out of the total amount received, the Company has utilized 28.36 crores and 5.29 crores was kept in mutual funds and bank account of the Company.

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 C" and forms part of this Report.

The Company has received the unsecured loan from Mr. Sandeep Aggarwal, Managing Director of the Company. The Company has received the declaration and necessary disclosures made in this regard.

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 the Company confirming compliance with the conditions of

Corporate Governance is attached to the report on Corporate Governance.

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.

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 ations for its plants at Khushkhera, certific Management, Rajasthan and Dharuhera, Haryana. In addition to this, the Company has UL and LPCB approvals for supply of its products in the International Market.

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

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 fromtheAuditorsof 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. d) The Company has not bought back any of its securities e) Neither the Managing Director nor the Whole Time Director of the Company receives any remuneration or commission from any of its subsidiaries. f) 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. g) There has been no change in the nature of business of the Company. h) Transfer of unclaimed/unpaid amount to Investor Education and Protection Fund i) Details of application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016. j) 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. k) Detailed reasons for revision of financial statements and report of the Board in terms of Section 131(1) of the Companies Act, 2013

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.