Your Directors are pleased to present the 31^st Annual Report on the business and operations of the Company together with the audited
financial statements for the financial year ended March 31, 2025 (“year under review”).

1. FINANCIAL HIGHLIGHTS OF THE COMPANY

The summarized financial highlight is depicted below:

2. COMPANY’S PERFORMANCE

On a Standalone basis, the revenue for FY 2025 was ' 15,695
million, higher by 48.60% over the previous year’s revenue
of ' 10,562 million. We recorded an increase in EBITDA by
38.85% in FY 2025 to ' 1,333 million. The Net Profit for the
year stood at ' 867 million against a Net Profit of ' 854 million
reported in the Previous Year.

On consolidated basis, the Group achieved revenue of
' 15,866 million and EBITDA of ' 1,344 million as against
' 10,786 million and ' 973 million respectively in the previous
year. Net profit for the year under review is ' 870 million as
compared to ' 856 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.

3. SHARE CAPITAL & PREFERENTIAL ISSUE

a) Increase in Authorized Share Capital

During the year under review, the authorised share
capital of the Company has been increased from
' 80,00,00,000 divided into 35,00,00,000 equity shares of
' 2 each and 10,00,000 Redeemable Preference Shares
of ' 100 each to ' 90,00,00,000 divided into 40,00,00,000
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
Annual General Meeting held on September 19, 2024.

As on date of this Report, the authorised share capital
of the Company is ' 90.00 Crore divided into 40.00 Crore
equity shares of ' 2 each and 10.00 lakh Redeemable
Preference Shares of ?100 each.

b) Allotment of Equity Shares

Non-Promoter Category: During the year under review,
the Company has allotted 15,00,000 equity shares
at a price of ' 21.57 each, on preferential basis upon
conversion of 15,00,000 Equity Warrants.

Further, during the year under review, the Company
had extinguished 22,00,000 Equity Warrants due to non
receipt of ' 16.17 per warrant (i.e., 75% of issue price
of ' 21.57 per warrant), till the date of maturity i.e.,
August 18, 2024.

c) Employee Stock Option Plan (ESOP):

In accordance with Paramount Communications
Limited-Stock Incentive Plan 2023 the Nomination and
Remuneration Committee of the Board of Directors
of the Company has issued and allotted 98,058 Equity
Shares at ' 5/- per share (including premium of ' 3/- per
share) on February 06, 2025. The Company has received
the listing approval from NSE and BSE on February 25,
2025 and the said securities were permitted to trade
with effect from February 27, 2025.

d) Paid-up Share Capital

The paid-up share capital of the Company as on March 31, 2025 is ' 61.01 Crore divided into 30,50,32,928 equity shares of ' 2 each.
During the year under review, the Company has allotted equity shares as per details given below:

4. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE
COMPANIES

Valens Technologies Private Limited is a wholly owned
subsidiary of the Company located in India.

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. 28^th 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. 1^st April, 2017.

3) ***“06196375 Cables Limited” (formerly AEI Cables Limited),
United Kingdom is “in Administration/Liquidation” (as
per UK laws) w.e.f. 28^th 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 2024-2025. The Dividend Distribution
Policy is available on the website of the Company at
www.paramountcables.com

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

No material changes and commitments affecting financial
position of your Company have occurred between the end of
the financial year to which Financial Statements relate and
the date of this Report.

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 one women
Independent Director, 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, 2025, have
been disclosed by all the Directors of the Company.

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

Appointment of Independent Directors

i) After the closure of the Financial Year 2024-25,
the Board had, based on the recommendation of
the Nomination and Remuneration Committee
(“NRC”), at its meeting held on May 21, 2025,
appointed Mr. Sanjay Kumar Srivastava (DIN:
01658754) and Ms. Anjali Verma (DIN: 01165310)
as an Additional Directors in the category of
Independent Non-Executive Director with effect
from July 01, 2025, subject to the approval of the

members of the Company in the Extra Ordinary
General Meeting of the Company scheduled to be
held on August 18, 2025.

In the opinion of Board, Mr. Sanjay Kumar
Srivastava and Ms. Anjali Verma 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, Ms. Malini Gupta
(DIN: 03464410) ceased to be Director of the
Company with effect from close of business hours
of March 31, 2025, upon completion of her term
as an Independent Director. The Board places
on record its appreciation for her invaluable
contribution and guidance.

During the financial year ended 31^st March 2025,
none of the directors resigned from the Company.
However, after the closure of financial year 2024-25,
Mr. Narendra Kumar Goyal (DIN: 01963727),
has resigned from the position of Independent
Director of the Company, with effect from close
of business hours of 16" May, 2025, citing health
issues. Consequently, he shall also cease to be a
Member of the Nomination and Remuneration
Committee of the Company. The Board places
on record its appreciation for his invaluable
contribution and guidance.

Further, after the closure of financial year under
review, Ms. Praveena Kala (DIN: 08765830),
ceased to be Director of the Company with effect
from close of business hours of July 13, 2025,
upon completion of her term as an Independent
Director. Your Directors wish to place on record
appreciation for the immense contribution
made by Ms. Praveena Kala during her tenure
as an Independent Non-Executive Director
of your Company.

c) Directors retiring by rotation.

Mr. Sanjay Aggarwal (DIN: 00001788) 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 31^st 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 except Ms. Anjali Verma who shall clear the
online proficiency self-assessment test within
the stipulated timeline of Indian Institute of
Corporate Affairs.

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, Mr. Sanjay Kumar Srivastava,
Mr. Harish Pal Kumar, holds office for a fixed term of
five (5) years and are not liable to retire by rotation.
However, Ms. Anjali Verma shall hold office for a

fixed term of three (3) years and is 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. Mr. Nitin Gupta -Company Secretary and Compliance
officer w.e.f February 06, 2025.

Ms. Rashi Goel- Company Secretary and Compliance
Officer of the Company has resigned with effect from
November 19, 2024.

10. NUMBER OF MEETINGS OF THE BOARD AND AUDIT
COMMITTEE

During the year, 4 (Four) 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 was also held on
6^th February, 2025, 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 2024-25.

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 06, 2025.
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, 2025 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 GENERAL MEETINGS

The Company has complied with the Secretarial Standards
issued by the Institute of Company Secretaries of India on
Board Meetings and 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 ' 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 2024-25 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 Board of Directors of 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 Financial Year2024-25.

M/s. P. Bholusaria & Co., Chartered Accountants, 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.

21. AUDITORS AND AUDITORS REPORT

a) Statutory Auditors:

M/s. P. Bholusaria & Co., Chartered Accountants
(Firm Registration No. 000468N) were appointed
as the Statutory Auditors of the Company at the
28^th Annual General Meeting of the Company held
on September 29, 2022 , for a second term of five
consecutive years commencing from the conclusion of
28^th Annual General Meeting till the conclusion of 33^rd
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 2025 issued by M/s. 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 M/s. 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 M/s. 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. M/s. 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 M/s. Jain Sharma &
Associates, Cost Auditors 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 the
Financial Year 2024-25. Further, the Cost Audit Report
for the FY 2023-24 was filed on September 04, 2024, and
for the Financial Year 2024-25 the Cost Audit Report to
be filed within due date.

c) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and
rules made thereunder, M/s. Abhishek Mittal & Associates,
Practising Company Secretary (Membership No. F7273 &
CP No. 7943), were appointed as the Secretarial Auditors
of the Company to conduct the Secretarial Audit for the
financial year ending 31^st March 2025.

Pursuant to the amended provisions of Regulation 24A
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (Listing Regulations) and the provisions of Section
204 of the Companies Act, 2013 ('Act’) read with Rule
9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and considering
various factors such as industry experience, competence
of the audit team, efficiency in conduct of audit,
independence, etc., the Board of Directors, basis the
recommendation of the Audit Committee of the Board
of Directors of the Company, at their meeting held on
May 21, 2025, have approved and recommended the
appointment of Mr. Abhishek Mittal, a proprietor of
Abhishek Mittal & Associates, Peer- reviewed Practicing
Company Secretary (Membership Number: F7273 PR
No. 3268/2023 as Secretarial Auditors of the Company
for a term of 5 (Five) consecutive years commencing
from the Financial Year 2025-26 and to hold office from
the conclusion of this 31^st Annual General Meeting
(AGM) till the conclusion of the 36^th AGM to conduct the
secretarial audit.

The Secretarial Audit Report for the financial year ended
March 31, 2025, is annexed herewith in Form MR-3, and
marked as Annexure B to this Report.

There are no qualifications, reservations or adverse
remarks made by Secretarial Auditors in their Report for
the Financial Year 2024-25.

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, obtained from
Mr. Nitin Gupta, Company Secretary in Whole Time
Practice, was submitted to the stock exchange(s)
and is uploaded on the website of the Company at
www.paramountcables.com.

e) Internal Auditors:

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 2024-25 was ' 91.74 lakhs
and the Company had spent ' 94.03 lakhs 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”.

Further, the details regarding the complaint status during the
financial year 2024-25 is provided hereunder:

(a) number of complaints of sexual harassment received
in the year: Nil

(b) number of complaints disposed off during the year: Nil

(c) number of cases pending for more than ninety days: Nil

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

26. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

Number of employees as on the closure of financial year:

(i) Female - 22

(ii) Male - 333

(iii) Transgender - Nil

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-D”, which is attached hereto and
forms a part of this Report.

The statement containing particulars of employees as
required under Section 197(12) of the Act read with Rule 5(2)
& (3) of the Managerial Personnel Rules, is also provided in a
annexure forming part of this Report.

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, ' 242.55 Lacs raised through
preferential allotment of equity shares upon conversion
of warrants to Non-Promoters and the same have been
utilized for Capital Expenditure and General Corporate
Purposes as per the objects / purpose of the preferential
allotment as mentioned in the Explanatory statement
of the Notice of Extra Ordinary General Meeting dated
December 14, 2022 of the Company and there was no
deviation in the utilization of proceeds.

28. CREDIT RATING

The Company has been assigned credit rating of:

• BBB (Stable) from ICRA Limited for ' 150 crore for long
term unallocated limits on December 2, 2024 upgraded
from BBB- (Stable) dated April 05, 2024.

• long term rating of BBB (Stable) and short-term rating of
Crisil A3 from CRISIL for ' 150 crore bank loan facilities
on April 9, 2025.

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 Obligations
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 save
and 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.

36. MATERNITY BENEFIT ACT 1961

The Company states and confirms that Maternity Benefit Act

1961 is applicable.

37. 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.

For and on behalf of the Board
Paramount Communications Limited
Sanjay Aggarwal

Place: New Delhi Chairman & CEO

Date: August 13, 2025 DIN: 00001788