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Paramatrix Technologies Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 98.29 Cr. P/BV 1.57 Book Value (Rs.) 54.35
52 Week High/Low (Rs.) 111/64 FV/ML 10/1200 P/E(X) 17.08
Bookclosure EPS (Rs.) 5.00 Div Yield (%) 0.00
Year End :2025-03 

Your Directors are pleased to present their 21s1 Annual Report on the Audited (Standalone and Consolidated) Financial Statement
of the Company for the Financial Year ended 31st March, 2025.

1. FINANCIAL SUMMARY

The summarized standalone and consolidated financial results of the Company for the financial year ended 31st March,
2025 as compared to the previous year are as under:

(Rs in lakhs)

Particulars

Standalone

Consolidated

2024-25

2023-24

2024-25

2023-24

Revenue from operations

2092.90

2044.99

2861.42

2799.48

Other income

261.77

220.51

271.27

60.45

Total Income

2354.67

2265.51

3132.69

2859.93

Expenses

Employee benefit expenses

1279.13

1277.68

1740.08

1676.11

Finance Costs

-

-

-

-

Depreciation and amortization expenses

100.81

41.03

100.81

41.03

Other Expenses

451.25

518.41

578.39

618.78

Total Expenses

1831.19

1837.12

713.40

2335.93

Profit before tax

523.48

428.39

713.40

524

Less:- Tax expenses

Current Tax

145.30

87.96

160.46

111.57

Deferred Tax

(22.60)

(0.74)

(22.60)

(0.74)

Excess/short Provisions of earlier years

Profit/ (Loss) for the period

400.78

341.17

575.54

413.17

Earnings Per Share (Amt. in Rs.)

3.88

3.90

5.57

4.72

2. OPERATING PERFORMANCE & FUTURE OUTLOOK

A detailed explanation of the Company's performance and future outlook has been provided in the Management Discussion
and Analysis Report, which forms part of the Annual Report.

3. DETAILS OF INITIAL PUBLIC OFFER & LISTING

During the financial year, the Company came up with an Initial Public Offering ('IPO') of 30,76,800 Equity Shares of Rs.
10/- each for cash at a price of Rs. 110/- per Equity Share comprising of a Fresh Issue of 27,58,800 Equity Shares by the
Company and an Offer for Sale of 3,18,000 Equity Shares by the Selling Shareholders of the Company.

The IPO had received an exceptional response from the public. The issue was over-subscribed on overall basis. The Initial
Public Offer was subscribed 15.48 times.

Vide the NSE listing and trading approval dated 3rd September, 2024, the Equity Shares of the Company were listed on NSE
EMERGE w.e.f. 4th September, 2024.


4. UTILIZATION OF FUNDS RAISED THROUGH PUBLIC
ISSUE

The Company had raised an amount of Rs. 3034.68
Lakhs through its Initial Public Offer ('IPO') duringthe
financial year 2024-25. Consequent to this, the equity
shares are listed on EMERGE Platform of National Stock
Exchange of India ltd. The proceeds of aforesaid issue
are being utilized, for the purpose for which it was raised
by the Company in accordance with the terms of the IPO.
As on date of this report there was no deviation(s) or
variation(s) in the utilization of public issue proceeds
from the objects as stated in the prospectus dated
16th August, 2024.

5. HOLDING, SUBSIDAIRIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

The Company has following wholly owned subsidiary
companies:

1. Paramatrix Technologies Limited, Hongkong

2. Paramatrix PTE. Limited, Singapore

a. Paramatrix Technologies Limited, Hongkong ('PTH'):

Paramatrix Technologies Limited, Hongkong was
incorporated on 11th September, 2015, under the
company ordinance (Chapter 622 of the laws of
Hongkong).PTHisengagedinbusinessofconsulting
services and software development for Enterprises.

b. Paramatrix PTE. Limited, Singapore ('PPS')

Paramatrix PTE. Limited, was incorporated on
3rd February, 2020, in the Republic of Singapore. PPS
is engaged in business of providing information
technology cyber security consultancy, data
analytics and software development for Enterprises.

However, as on date, the Company does not have
any Holding Company, Associate Company and
Joint venture.

Pursuant to Section 129(3) of the Companies Act,
2013 a statement containing salient features of the
financial statements of the Company's subsidiaries
in Form AOC-1 is enclosed herewith as
"Annexure - A".

6. REPORT ON HIGHLIGHTS ON PERFORMANCE OF
SUBSIDIARIES AND THEIR CONTRIBUTION TO OVERALL
PERFORMANCE OF PARAMATRIX TECHNOLOGIES
LIMITED, INDIA DURING THE FINANCIAL YEAR ENDED
31st MARCH, 2025

a. Paramatrix Technologies Limited (Hong Kong) ('PTH')

• PTH reported a total income of Rs. 877.98/- Lakhs
and a Profit After Tax of Rs. 170.71/- Lakhs in the
current financial year.

• PTH added significant top-line contribution and was
pivotal in catering to international client demand
from the East Asia region.

• It enhanced group-level revenue and diversified the
business geographically with minimal incremental risk.

b. Paramatrix PTE. Ltd. (Singapore) ('PTS')

• PTS reported a total income of Rs. 5.99/- Lakhs
as compared to Rs. 66.64/- Lakhs in the previous
financial year. Despite the drop, it remained
profitable, recording a Profit After Tax of Rs. 2.06/-
Lakhs in the current year.

• PTS is actively focusing on strengthening its
client base, enhancing service offerings, and
expanding market presence to drive future growth.
Simultaneously, the Company is prioritizing cost
control, operational efficiency, and the delivery of
higher-quality solutions. These initiatives aim to
build a more stable and growth-oriented business
in the long run.

• PTS plays a strategic role in extending the group's
service offerings across international clients,
reinforcing Paramatrix's global positioning.

• PTS has continued to build its presence in the
Southeast Asian IT consulting and analytics space.

Paramatrix Technologies Limited (India) reported
consolidated total income of Rs. 3,132.69 Lakhs, a
Profit After Tax of Rs. 575.54 Lakhs, and maintained an
earnings per equity share of Rs. 5.57

The Paramatrix India's international subsidiaries
collectively contributed around 28.22% of the total
consolidated income during the current financial year.
Thus, the overall group performance in FY 2024-25 was
substantially bolstered by its subsidiaries. These entities
played a critical role in delivering financial returns,
entering high-potential markets, and supporting service
delivery at a global scale.

The subsidiaries have strengthened Paramatrix India's
global footprint and supported a diversified revenue
base. Their combined efforts, coupled with strong
domestic performance, helped Paramatrix Technologies

Limited post a substantial year-on-year increase in consolidated net profit, underlining the group's scalable and sustainable
business model.

As of FY 2024-25, Paramatrix Technologies Limited did not report any associate or joint venture entities.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Nomination & Remuneration Committee is entrusted with the responsibility for developing competency requirements
for the Board, based on the Industry, Strategy and Vision of the Company. The Board composition analysis reflects an in¬
depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance
requirements.

In compliance with the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the
Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force) and SEBI (LODR) Regulation 2015, the composition
of Board of Directors and Key Managerial Personnel are as follows: -

Sr.

No.

Name

DIN

Designation

1.

Mr. Mukesh Keshubhai Thumar

00139960

Managing Director & CEO (Promoter)

2.

Mrs. Bhavna Mukesh Thumar

01322558

Executive and Non-Independent Director (Promoter)

3.

*Mr. Mahesh Pandurang Goriwale

06541786

Executive and Non-Independent Director

4.

Mrs. Sangita Bhamesh Kamble

10130251

Independent Director

5.

Mrs. Shivani Shivshankar Tiwari

09359208

Independent Director

6.

Mr. Abhishek Agrawal

09624370

Independent Director

* in accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Mahesh
Goriwale, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for the re-appointment
The Board recommends the said reappointment for shareholders' approval.

Brief profile of Directors is available at Company's website at www.paramatrix.com.

The Company has the following Key Managerial Personnel: -

9. SHARE CAPITAL

The authorized share capital of the Company as on 31st March, 2025 stood at Rs. 15,00,00,000/- divided into 1,50,00,000
Equity Shares of Nominal value of Rs.10/- each. There was no change in the authorized share capital of the Company during
the Financial Year.

During the financial year, pursuant to the Initial Public Offering consisting of 30,76,800 equity shares of Rs. 10/- each on
the SME platform of the National Stock Exchange of India Limited, the issued and paid-up share capital of the Company
was increased from Rs. 8,75,00,000/- comprising 87,50,000 equity shares of Rs. 10/- each, to Rs. 11,50,88,000/- comprising
1,15,08,800 equity shares of Rs. 10/- each.

10. DISCLOSURE RELATED TO BOARD AND CORPORATE GOVERNANCE

a. Number of Board Meetings

The Board of Directors met 8 times during the financial year 2024-25. The details of the Board meetings held are as under:

Sr.

No.

Date

Total Number of Directors as on the
date of meeting

No. of Directors attended the
Meeting

1.

22nd April, 2024

6

6

2.

26th June, 2024

6

6

3.

26th July, 2024

6

6

4.

16th August, 2024

6

6

5.

2nd September, 2024

6

6

6.

3rd September, 2024

6

6

7.

11th November, 2024

6

5

8.

7th March, 2025

6

6

The maximum interval between any two Meetings did not exceed the stipulated period of 120 days.

b. Number of Committee Meetings (Mandatory Committees)

Sr.

No.

Name

Designation

1.

Mr. Parimal Pragjibhai Patel

Chief Financial Officer

2.

Ms. Shubhada Mahendra Shirke

Company Secretary & Compliance Officer

None of the Directors of the Company, except the following, are related inter-se, in terms of Section 2(77) of the Companies
Act, 2013 including rules made thereunder:

Sr.

No.

Name

Relationship with other Director

1.

Mrs. Bhavna Mukesh Thumar

Spouse of Mukesh Thumar

8. DIVIDEND

The Company is in the growth phase and is in the process of expanding its business activities. Considering the increased
fund requirements for the expansion activities and to augment working capital requirements, your Directors do not
recommend any dividend for the financial year ended 31st March, 2025.

Sr.

No.

Name of the Committee

Date of the Meeting

Total Number of
Members as on the
date of meeting

No. of Members
attended the Meeting

1.

Audit Committee

6th April, 2024

3

3

2.

Audit Committee

26th June, 2024

3

3

3.

Audit Committee

26th July, 2024

3

3

4.

Audit Committee

12th August, 2024

3

3

5.

Audit Committee

11th November, 2024

3

2

6.

Nomination & Remuneration Committee
Meeting

26th June, 2024

3

3

7.

Stakeholder Relationship Committee

31st March, 2025

3

3

8.

Separate meeting of the Independent
Director

31st March, 2025

3

3

c. COMMITTEES OF THE BOARD
AUDIT COMMITTEE

The Company has constituted an Audit Committee of the Board in compliance with Section 177 of the Companies Act,
2013. As on 31st March, 2025, the Audit Committee comprised of following Members:

DIN

Name

Designation

Nature of Directorship

10130251

Ms. Sangita Kamble

Chairperson

Independent Director

09359208

Ms. Shivani Tiwari

Member

Independent Director

09624370

Mr. Abhishek Agrawal

Member

Independent Director

All the Members of the Committee possess required accounting and financial management knowledge. During the financial
year all the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.

NOMINATION & REMUNERATION COMMITTEE

The Company has constituted a Nomination and Remuneration Committee of the Board in compliance with Section 178 of
the Companies Act, 2013. As on 31st March, 2025, the Nomination & Remuneration Committee comprised of the following
Members:

DIN

Name

Designation

Nature of Directorship

09624370

Mr. Abhishek Agrawal

Chairperson

Independent Director

09359208

Ms. Shivani Tiwari

Member

Independent Director

10130251

Ms. Sangita Kamble

Member

Independent Director

STAKEHOLDER RELATIONSHIP COMMITTEE

The Company has constituted the Stakeholders' Relationship Committee of the Board in compliance with Section 178
of the Companies Act, 2013. As on 31st March, 2025, the Stakeholder Relationship Committee comprised of following
Members:

DIN

Name

Designation

Nature of Directorship

09359208

Ms. Shivani Tiwari

Chairperson

Independent Director

09624370

Mr. Abhishek Agrawal

Member

Independent Director

10130251

Ms. Sangita Kamble

Member

Independent Director

During the financial year, the Company has not received any complaint from its shareholders orinvestors.
FINANCE COMMITTEE

DIN

Name

Designation

Nature of Directorship

00139960

Mr. Mukesh Keshubhai
Thumar

Chairperson

Managing Director & CEO

06541786

Mr. Mahesh Pandurang
Goriwale

Member

Executive Director

d. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the
Independent Directors of the Company in accordance
with the provisions of Section 149 (7) of the Companies
Act, 2013 regarding meeting the criteria of Independence
laid down under Section 149 (6) of the Companies Act
2013 and the rules made thereunder. The Independent
Directors have also confirmed that they are not aware
of any circumstance or situation, which exist or may
be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective
independent judgment and without any external
influence.

Independent Directors of the Company have confirmed
about their enrolment in the data bank of Independent
Directors maintained with the Indian Institute of
Corporate affairs.

e. FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

The Company has formulated a Programme for
Familiarization of Independent Directors with regard to
their roles, rights, responsibilities, nature of the industry
in which the Company operates, the business model
of the Company etc. The details of the Familiarization
Programmes conducted by the Company during the
last financial year are available on the website of the
Company at www.paramatrix.com. During the financial
year under review, there was no change in the nature
of business of the Company and its business vertical/
structure/operational strategy, etc., which would have
necessitated fresh Familiarization Programme for
Independent Directors.

f. MEETING OF THE INDEPENDENT DIRECTORS:

The Independent Directors of the Company met
separately on 31st March, 2025 without the presence
of Non-Independent Directors and members of
Management. In accordance with the provisions under
Section 149 and Schedule-IV of the Companies Act,
2013. The following matters were, inter alia, reviewed
and discussed in the meeting:

• Evaluated the performance of Non-Independent
Directors and the Board of Directors as a whole;

• Evaluated the performance of the Chairman of the
Company taking into consideration the views of
Executive and Non-Executive Directors;

• Assessed the quality, quantity and timeliness of flow
of information between the Company Management
and the Board that is necessary for the Board to
effectively and reasonably perform their duties.

All the Independent Directors were present at the
meeting and was satisfied with the performance of the
Non-Independent Directors and the Board as a whole
and with the quality, quantity and timeliness of flow of
information between the Company Management and the
Board that is necessary for the Board to effectively and
reasonably perform their duties.

g. ANNUAL EVALUATION OF PERFORMANCE OF THE
BOARD ETC.

Pursuant to applicable provisions of the Companies Act,
2013, the Board, in consultation with its Nomination and
Remuneration Committee, has formulated a framework
containing, inter-alia, the criteria for performance
evaluation of the entire Board of the Company, its
Committees and individual directors, including
Independent Directors. The framework is monitored,
reviewed and updated by the Board, in consultation with
the Nomination and Remuneration Committee, based on
need and new compliance requirements.

h. DISQUALIFICATION OF DIRECTORS

Pursuant to Section 164 and 167 of the Companies Act,
2013 ('Act'), none of the Directors have incurred any
disqualification on account of non-compliance with any
of the provisions of the Companies Act, 2013.

11. VARIOUS POLICIES OF THE COMPANY

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
the Companies Act, 2013 the Company has formulated, implemented various policies. All such Policies are available on
Company's website at www.paramatrix.com. The policies are reviewed periodically by the Board and updated based on
need and requirements:

Name of the Policy

Brief Description

Code of Conduct for Board &
Senior Management Personnel

The Policy is aimed to formulate a Code of Conduct for the Directors and Senior
Management Personnel to establish highest standard of their ethical, moral and legal
conduct in the business affairs of the Company.

All Board Members and senior management personnel affirm compliance with the
Code of Conduct on annual basis.

Nomination and Remuneration
Policy

The Company has framed the policy for selection and appointment of Directors including
determining qualifications, competencies, positive attributes and independence
of a Director, Key Managerial Personnel, Senior Management Personnel and their
remuneration as part of its charter and other matters provided under Section 178(3) of
the Companies Act, 2013.

Policy for Making Payments to
Non-Executive Director

The Policy contains the rules for making payments to Non-Executive Directors as per
the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirement) Regulations, 2015.

Policy on Criteria for
Determining Materiality of
Events

This policy applies for determining and disclosing material events taking place in the
Company.

Policy on Materiality of Related
Party Transaction

The policy regulates all transactions taking place between the Company and its related
parties in accordance with the applicable provisions.

Terms & Conditions of appt. of
Independent Directors

The Policy provides framework that regulates the appointment, re-appointment of
Independent Directors and defines their roles, responsibilities and powers.

Whistle Blower Policy

The Company has formulated a comprehensive Whistle Blower Policy in line with the
provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013 with
a view to enable the stakeholders, including Directors, individual employees to freely
communicate their concerns about unethical behaviour, actual or suspected fraud or
violation of the Company's code of conduct and ethics amongst others to the Audit
Committee of the Company. The mechanism provides adequate safeguards against
victimization of Directors or employees who avail of the mechanism.

Risk Management Policy

The Risk Management policy is formulated and implemented by the Company
in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The policy helps to
identify the various elements of risks faced by the Company, which in the opinion of the
Board threatens the existence of the Company.

The SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 ("PIT
Amendment Regulations") mandates every listed company to formulate a written policy
and procedures for inquiry in case of leak of unpublished price sensitive information
and initiate appropriate action on becoming aware of leak of unpublished price sensitive
information and inform the Board promptly of such leaks, inquiries and results of such
inquiries. Pursuant to this regulation, the Company has adopted the Policy for Procedure
of Inquiry in Case of Leak of Unpublished Price Sensitive Information ("UPSI").

Name of the Policy

Brief Description

Policy for Evaluation of the
Performance of the Board

The Policy provides framework for carrying out the annual evaluation of the Board's
performance as envisaged in the Companies Act, 2013 and of the individual Directors
(excluding the Director being evaluated).

Insider Trading Policy

Your Company has adopted the Policy to regulate, monitor and report trading by
designated persons and their immediate relatives as per the requirements under the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015. The Code, inter alia, lays down the procedures to be followed by designated
persons while trading/ dealing in Company's shares and sharing Unpublished Price
Sensitive Information.

Code for fair disclosure of UPSI

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information helps in determination of "Legitimate purposes for sharing UPSI".
The Code covers Company's obligation to maintain a digital database, mechanism for
prevention of insider trading and handling of UPSI, and the process to familiarize with
the sensitivity of UPSI.

Policy for Preservation of
Documents and Archival

The policy deals with the retention of corporate records of the Company. The policy also
provides framework for Identification of records that are to be maintained permanently
or for any other shorter period of time.

12. AUDITOR AND AUDITOR'S REPORT

a. STATUTORY AUDITORS

As approved by the Members at its Annual General
Meeting ('AGM') held on 2nd September, 2022, M/s. E. A.
Patil and Associates LLP, Chartered Accountants, Navi
Mumbai (FRN: W100092) is holding the office of the
Statutory Auditors of the Company, for a term of five
consecutive years i.e. till the conclusion of AGM to be
held in the calendar Year 2027.

b. AUDITORS REPORT

During the financial year under review, no frauds have
been occurred or noticed and/or reported by the Statutory
Auditors under Section 143(12) of the Companies Act,
2013 read with the Companies (Audit and Auditors)
Rules, 2014 (as amended from time to time). Further,
no case of Fraud has been reported to the Management
from any other sources.

The Auditors have issued an unmodified opinion on the
standalone & consolidated financial statements for the
financial year ended 31st March, 2025. The Auditors'
Report for the financial year ended 31st March, 2025 on
the standalone & consolidated financial statements of
the Company is a part of this Annual Report.

The Statutory Auditors Report, being devoid of
any reservation(s), qualification(s), or adverse
remark(s), does not call for any further information(s),
explanation(s), or comments from the Board under
Section 134(3)(f)(i) of the Companies Act, 2013.

c. SECRETARIAL AUDITORS

The Board of Directors at its meeting held on 26th June,

2024 have appointed Mr. Deep Shukla (Practicing
Company Secretary) having Membership No. F5652
and Certificate of Practice No. 5364 representing Deep
Shukla & Associates, Practicing Company Secretaries
Firm for conducting a Secretarial Audit of the Company
for the financial year ended 31st March, 2025.

Further, the Board at its meeting held on 30th July,

2025 has re-appointed M/s. Deep Shukla & Associates,
Practicing Company Secretaries Firm as the Secretarial
Auditors of the Company, to undertake Secretarial Audit
of the Company for the financial year ending 31st March,
2026.

d. SECRETARIAL AUDIT REPORT:

Secretarial Audit Report as issued by the Secretarial
Auditor, in Form No. MR-3 for the financial year ended
31st March, 2025 is set out in the
Annexure- B to
this report and forms integral part of this Annual
Report. The Secretarial Audit Report does not contain
any qualification, reservation or adverse remark.
The said Secretarial Audit Report being devoid of any
reservation(s), adverse remark(s) and qualification(s)
etc. do not call for any further explanation(s)/ information
or comment(s) from the Board under Section 134(3) (f)
(ii) of the Companies Act, 2013.

e. INTERNAL AUDITORS

The Board of Directors at its meeting held on 26th
June, 2024 have appointed M/s. L. B. Kale and Co.
(Firm Registration No. 121957W), Practicing Chartered
Accountant Firm as the Internal Auditor of the Company
pursuant to the applicable provisions of the Companies
Act, 2013, to undertake Internal audit of the Company for
the financial year ended 31st March, 2025.

Further, the Board at its meeting held on 30th July, 2025
has re-appointed M/s. L. B. Kale and Co. as the Internal
Auditor of the Company for the financial year ending 31st
March, 2026 for conducting the Internal Audit.

13. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013,
the Board of Directors, to the best of their knowledge and
belief confirm that:

a. In the preparation of the annual financial statements
for the year ended 31st March, 2025, the applicable
accounting standards have been followed and there
are no material departures;

b. 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 at the end of the financial year and
of the profit of the Company for that period;

c. 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;

d. They have prepared the annual accounts on a going
concern basis;

e. The Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
are operating effectively; and

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

14. RECONCILIATION OF SHARE CAPITAL AUDIT

As stipulated by SEBI, a qualified Practicing Company
Secretary carries out the quarterly reconciliation of
the total Share capital held with the National Security
Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL) and the total issued and
listed share capital and the report thereon is submitted
to the National Stock Exchange of India Limited. The
report, inter alia, confirms that the number of shares
issued, listed on the Stock exchange and that held in
demat mode is in agreement with each other.

15. COMPANY'S POLICY RELATING TO DIRECTORS'
APPOINTMENT, PAYMENT OF REMUNERATION' AND
DISCHARGE OF THEIR DUTIES

The Company has formulated and implemented
"Nomination & Remuneration policy" in compliance with
section 178 of the Companies Act, 2013 read with the
applicable rules framed thereunder. The Policy provides
guidelines to the Nomination & Remuneration Committee
relating to the appointment, removal & remuneration
of Directors, KMPs and the Senior Management of
the Company. It also provides criteria for determining
qualifications, positive attributes and independence of a
Director. Nomination & Remuneration Policy is available
on the website of the Company at www.paramatrix.com.

16. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

The particulars of Loans, Guarantees and Investments
made by the Company as covered under the provisions
of Section 186 of the Companies Act, 2013 are given in
the notes to the Financial Statements forming part of the
Annual Report.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
MADE WITH RELATED PARTIES

All contracts/transactions/arrangements entered into
by the Company during the Financial Year ended 31st
March, 2025 with the related parties were in the ordinary
course of business and on an arm's length basis and in
accordance with the provisions of the Companies Act,
2013, read with the Rules framed there under, from time
to time.

Particulars of contracts or arrangements or transactions
with related parties referred to in Section 188 of the
Companies Act, 2013, in the prescribed form AOC-2 is
enclosed with this report as "
Annexure C".

18. CONSERVATION OF ENERGY, TECHNOLOGY

ABSORATION, FOREIGN EXCHANGE EARNING AND

OUTGO

Particulars required to be furnished pursuant to Rule

8(3) of the Companies (Accounts) Rules, 2014, read with

Section 134 of the Companies Act, 2013:

a. Conservation of Energy:

• The Company is engaged in Information Technology
and Information Technology Enabled Services.
The Company has undertaken constant study to
identify various areas wherein energy conservation
is possible. Also, significant measures are taken to
reduce the energy consumption by using energy-
efficient equipments. Conservation of energy is
always on the "To Do" list at all levels of operations.
Efforts are made in this direction on a continuous
basis.

b. Technology Absorption:

• Paramatrix Technologies Limited has steadfastly
committed to the adoption and integration of
advanced technologies. Our substantial efforts
in Research & Development have been directed
towards developing our in-house accelerators.

• Integrating AI and ML technologies has significantly
improved our analytics and decision-making
processes, enabling us to offer predictive insights.

• Embracing cloud infrastructure has enabled us to
achieve scalability, flexibility, and cost optimization.
Our cloud-based solutions facilitate seamless
collaboration, real-time data access, and enhanced
project management and client interactions.

• We have implemented ongoing training programs
to ensure our team stays current with the latest
technological advancements.

• Information regarding imported technology during
the last 3 years: Not Applicable

c. Disclosure of Particulars with respect to Foreign
Exchange Earning and Outgo:

The Foreign Exchange earned in terms of actual
inflows during the year and the Foreign Exchange
outgo during the year in terms of actual outflows is
as under:

Sr.

No.

Particulars

FY 2024-25

FY 2023-24

(A)

Foreign

exchange

inflows

887.63

915.67

(B)

Foreign

exchange

outflows

18.90

19.32

19. AMOUNT, IF ANY TO BE TRANSFERRED TO RESERVES

The Board of Directors of your Company has decided not
to transfer any amount to the General Reserves for the
financial year under review.

20. QUALITY ASSURANCE

Your Company is an ISO 9001:2015 company, in the area
of Quality Management System. Your Company also has
ISO 27001:2022 certificate in the area of Information
Security Management System.

21. MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY

a. Buy-back of the Equity Shares by the Company:

The Board of Directors and the Members of the
Company at their meetings held on 18th April, 2025
and 19th May, 2025, respectively, approved the buy¬
back of up to 4,60,800 fully paid-up Equity Shares
of face value of Rs. 10/- (Rupees Ten only) each
(representing 4% of the total issued and paid-up
equity share capital of the Company as on 31st
March, 2025) at a price of Rs. 130/- (Rupees One
Hundred and Thirty only) per Equity Share payable
in cash for an aggregate amount not exceeding Rs.
5,99,04,000/- (Rupees Five Crore Ninety-Nine Lakh
Four Thousand Only) (excluding any incidental
transaction costs).

The buy-back offer was undertaken through the
Tender Offer mechanism and the offer opened on
2nd June, 2025 and closed on 6th June, 2025. After
considering technical rejections, the response to
the buy-back offer was 3.13 times. The buy-back
was successfully completed by the Company and
the bought back shares were extinguished on 16th
June, 2025. The Buy-back was sourced out of
the Free Reserves of the Company. The buy-back
doesn't affect the financial position of the Company
adversely.

The Buy-back was implemented in accordance with
the provisions of Sections 68, 69, 70, and all other
applicable provisions, if any, of the Companies Act,
2013, and the rules framed thereunder, as well as
the Securities and Exchange Board of India (Buy¬
back of Securities) Regulations, 2018, and other
applicable provisions, if any.

b. Step-Down Subsidiary:

Paramatrix Technologies Limited, Hong Kong,
a wholly-owned subsidiary of Paramatrix
Technologies Limited (India), at its Board Meeting
held on 2nd April 2025, approved the acquisition of
510 equity shares at a price of ¥10,000 per share,
constituting 51% of the issued capital of Paramatrix
Technologies KK ('Paramatrix Japan'), a company
incorporated under the laws of Japan, from
Mr. John Zendano, the sole shareholder of
Paramatrix Japan. Pursuant to the said acquisition,
Paramatrix Japan has become a step-down
subsidiary of the Company.

22. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management's Discussion and
Analysis Report is presented in a separate section of
Annual Report.

23. STATEMENT CONCERING DEVELOPMENT AND
IMPLEMENTATION OF RISK MANAGEMENT POLICY OF
THE COMPANY

The Company has formulated and implemented "Risk
Management Policy" in compliance with the applicable
regulatory framework. The Risk Management policy
helps to identify the various elements of risks faced by
the Company, which in the opinion of the Board threatens
the existence of the Company and the measures that
can be taken to mitigate such risks.

Moreover, the Company is sensitive to any unforeseen
circumstances that may arise and has taken appropriate
steps to take care of it. Our Power supply is backed
up with UPS and Generators. Our bank accounts are
backed up with Over Draft facilities. Assets are fully
insured. People are insured. We have legal Counsellors
to take care of any disputes if they may arise. Offices
are fully equipped with surveillance, 24x7 physical
security. The Company has also obtained and renewed
ISO/ IEC 27001:2022 Certificate which confirms the
quality of Information Security Management System

and Certificate 9001:2015 which confirms the quality
Managing System Standards.

24. CORPORATE SOCIAL RESPONSIBILITY ('CSR')
INITIATIVES TAKEN DURING THE YEAR

The Company has formulated and implemented
"Corporate Social Responsibility Policy" in compliance
with section 135 of the Companies Act, 2013 ("Act") read
with applicable rules framed thereunder and the same
is available on the website of the Company at www.
paramatrix.com.

The Company did not undertake any CSR initiatives
during the financial year ended 31st March, 2025, as the
provisions of Section 135 of the Companies Act, 2013
and the Companies (Corporate Social Responsibility
Policy) Rules, 2014 (as amended from time to time) were
not applicable to the Company during the year under
review.

25. DEPOSITS

The Company has neither accepted nor invited any
deposits from the public during the year. There are no
outstanding deposits of earlier years within the meaning
of Section 73 of the Companies Act, 2013.

Further, your company has filed form DPT-3 for the
Annual compliance as at 31st March, 2025 for the amount
received by the Company which is not considered as
deposit under the purview of section 73 of the Companies
Act, 2013 read with Companies (Acceptance of Deposit)
rules, 2014 as amended from time to time.

26. INTERNAL FINANCIAL CONTROLS

A detailed explanation of the Company's internal
financial controls has been provided in the Management
Discussion and Analysis Report, which forms part of the
Annual Report.

27. HUMAN RESOURCES

A detailed explanation of the Company's Human
Resource policy has been provided in the Management
Discussion and Analysis Report, which forms part of the
Annual Report.

28. PARTICULAR OF EMPLOYEES

Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Companies Act,
2013 read with Rule 5(1), 5(2) and 5(3) of the Companies

(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as amended, is enclosed
herewith as
Annexure - D.

29. EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013
read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the
Company shall be made available on the website of the
Company i.e. www.paramatrix.com.

30. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of the business
during the financial year.

31. BUSINESS TRANSFER

There is no transfer of business during the Financial
Year.

32. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism/Whistle
Blower Policy for its Directors and employees to report
their genuine concerns/grievances. The mechanism also
provides for adequate safeguards against victimization
of persons who use such mechanism and makes
provisions for direct access to the Chairman of the Audit
Committee. The whistle blowing Policy is available on
the Company's website at www.paramatrix.com.

Your company hereby confirms that no Director/
Employee has been denied access to the Chairman
of the Audit Committee and that no complaints were
received during the year.

33. MAINTENANCE OF COST RECORDS

The maintenance of cost accounts and records as
prescribed under Section 148(1) of the Companies Act,
2013 is not applicable to the Company.

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

The Company has zero tolerance for sexual harassment
at workplace. Company has adopted a policy on
Prevention, Prohibition and Redressal of Sexual

Harassment at workplace in line with the provisions
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the
Rules there under. The policy aims to provide protection
to employees at the workplace and prevent and redress
complaints of sexual harassment and for matters
connected or incidental thereto, with the objective of
providing a safe working environment, where employees
feel secure. The Company has also constituted an
Internal Complaints Committee, known as the Prevention
of Sexual Harassment (POSH) Committee, to inquire
into complaints of sexual harassment and recommend
appropriate action.

During the year under review, there were no cases
filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013.

35. COMPLIANCE WITH THE MATERNITY BENEFIT ACT,
1961

The Company has complied with the provisions of the
Maternity Benefit Act, 1961, as amended. All eligible
female employees have been extended maternity
benefits in accordance with the applicable statutory
requirements.

36. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There is no amount which is required to be transferred
to the Investor Education and Protection Fund as per
the provisions of Section 125(2) of the Companies Act,
2013.

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

There are no significant material orders passed by
the Regulators / Courts which would impact the on¬
going concern or status of the Company and its future
operations.

38. DETAILS OF APPLICATIONS MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE 2016

No application is made during the financial year ended
31st March, 2025 by or against the Company and there
are no proceedings pending under the Insolvency and
Bankruptcy Code 2016.

39. DETAILS OF DIFFERENCES 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

Your company has not made any one time settlement
with any of its lenders.

40. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company confirms compliance with the applicable
requirements of Secretarial Standards 1 and 2.

41. OTHER DISCLOSURES

Your directors' state that no disclosure or reporting is
required in respect of the following items as there were
no transactions/ activities pertaining to these matters
during the financial year under review:

• Issue of equity shares with differential rights as to
dividend, voting or otherwise;

• Instances with respect to voting rights not exercised
directly by the employees of Company;

• Issue of shares (including sweat equity shares
and Employees' Stock Option) to employees of the
Company under any schemes.

42. ENCLOSURES:

a. Annexure - A : AOC 1;

b. Annexure - B : Secretarial Auditors Report in Form
No. MR-3;

c. Annexure - C : AOC 2; and

d. Annexure D - Particulars of employees.

43. ACKNOWLEDGEMENT

The Board wishes to express sincere appreciation
and gratitude to Paramatricians- who are the real
embodiment of Company's mission, vision and Core
values - for all the efforts and contributions made for
the growth of our organization. The Board also wishes to
express gratitude to all our customers who reposed trust
in us and strengthen the foundation for our growth.

Our investors are a vital partner to our journey of
growth. Our sincere thanks for the confidence you have
expressed in the Company and its management.

We are grateful for all the cooperation and support
received from various Departments of Central and
State governments, Tax Authorities, Banks, Ministry of
Corporate Affairs, Securities and Exchange Board of
India (SEBI), The National Stock Exchange of India Ltd.
(NSE), and our vendors. You helped make our journey
simple. We look forward to your continued support in the
years to come.

For and on behalf of the Board of Directors of
PARAMATRIX TECHNOLOGIES LIMITED

(Formerly Known as Paramatrix Technologies Private Limited)

Sd/- Sd/-

Mukesh Keshubhai Thumar Mahesh Goriwale

Managing Director & CEO Executive Director

DIN:00139960 DIN:06541786

Date : 30th July, 2025

Place : Navi Mumbai


 
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