Your Directors are pleased to present the 32nd Annual Report on the business and operations of the Company together with the Standalone and Consolidated audited financial statements of the Company for the financial year ended March 31, 2026 (“year under review”).
1. FINANCIAL HIGHLIGHTS OF THE COMPANY
The summarized financial highlight is depicted below:
|
Particulars
|
Standalone
|
|
Consolidated
|
|
|
March 31, 2026 |March 31,
|
2025
|
March 31, 2026 |March 31,
|
2025
|
|
Revenue from Operation including other Income
|
1964
|
1569
|
1964
|
1587
|
|
Earnings before Interest & Depreciation (incl. OI)
|
117
|
133
|
117
|
134
|
|
Interest
|
21
|
11
|
21
|
11
|
|
Depreciation and amortization expense
|
15
|
12
|
15
|
12
|
|
Profit before Tax and exceptional items
|
81
|
110
|
81
|
111
|
|
Tax Expense
|
(21)
|
(24)
|
(21)
|
(24)
|
|
Profit/(loss) for the year (PAT)
|
60
|
86
|
60
|
87
|
2. COMPANY’S PERFORMANCE
During the year under review, on a standalone basis, the Company recorded revenue from operations of ? 1912 cr., higher by 22.8% over the previous year’s revenue of ? 1557 cr. The Company’s Earnings Before Interest, Taxes, Depreciation, and Amortisation (EBITDA) (including other Income) for the year under review stood at ? 117 cr., as compared to ? 133 cr. for the earlier financial year ended March 31, 2025. The Company reported a net profit of ? 60 cr. for the financial year ended March 31, 2026, as compared to the net profit of ? 86 cr. in the previous financial year ended March 31, 2025.
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
a) Authorized Share Capital
The authorised share capital of the Company is ? 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.
b) Issued, Subscribed and Paid-up Capital
During the year under review, the Company has issued and allotted 176886 Equity Shares of face value ? 2 each, pursuant to the Paramount Communications Limited- Stock Incentive Plan 2023. The shares so allotted rank pari passu with the existing Equity Shares of the Company. Consequently, the paid-up capital of the Company increased, during the year, from ? 61,00,65,856 which comprises of 30,50,32,928 Equity Shares of face value of ? 2 each to ? 61,04,19,628 which comprises of 30,52,09,814 Equity Shares of face value of ? 2 each.
4. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
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”.
Note:
1) *The board of Directors of Paramount Holdings Limited, Cyprus are taking steps to strike off the name of Paramount Holdings Limited.
2) **AEI Power Cables Limited, United Kingdom has ceased to trade and became dormant w.e.f. 1st April, 2017.
3) ***“06196375 Cables Limited” (formerly AEI Cables Limited), United Kingdom is “in Administration/Liquidation”.
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 in accordance with the provision of Companies Act, 2013
During the year under review, the Company divested its entire shareholding in Valens Technologies Private Limited, its wholly owned subsidiary, on November 6, 2025. Consequently, Valens Technologies Private Limited ceased to be the wholly owned subsidiary of the Company with effect from that date. The divestment of the wholly owned Subsidiary does not impact the business operations of the Company as the Subsidiary was not a material subsidiary 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(ies) is disclosed in Form AOC-1 in Annexure-A and forms part of this report.
The financial statement of the subsidiary(ies) company is available on the website of the Company athttps://paramountcables.com/d/ financials?c=audited-financialunder Investor Relation Section.
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 ended March 31, 2026. The Dividend Distribution Policy is available on the website of the Company athttps://paramountcables.com/investor-relations/policies
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
Change in Listed and Paid-up Capital
From the end of the financial year 2025-26 till the date of this report, the board of directors at its meeting held on May 13, 2026, has considered and approved the proposal of fund raising by way of issue of 2,19,97,664 equity shares to non-promoters and 72,00,000 unlisted convertible warrants to promoters at ? 42.00 per equity share/convertible warrant on preferential basis. The Issue was approved by the shareholders of the Company in its Extra Ordinary General Meeting held on June 06, 2026, and BSE Limited and National Stock Exchange of India limited have granted their in-principle approval for the issuance of above equity shares and unlisted convertible warrants, vide their letters dated June 24, 2026.
Pursuant to the above approvals, the Company has received the application money as follows:
|
Nature of security
|
No. of shares/convertible warrants
|
Amount received (? in Cr.)
|
|
Equity shares
|
2,19,97,664
|
92.39
|
|
Unlisted Convertible warrants
|
72,00,000
|
*7.56
|
|
Total
|
|
99.95
|
*? 10.50 per warrant (Being 25% of Issue Price i.e., ? 42.00).
On July 01, 2026, the Company has made the allotment of equity shares and unlisted convertible warrants on preferential basis to Non Promoters and Promoters respectively. Consequently, on account of allotment of equity shares, the listed and paid-up share capital of the Company has increased to ? 65,44,14,956 consisting of 327207478 equity shares of ? 2/- each. The equity shares are permitted to trade w.e.f., July 29, 2026, on BSE Limited and National Stock Exchange of India limited, vide their letters dated July 28, 2026.
On July 14, 2026, the share allotment committee has allotted 31995 equity shares at ? 5.00 per equity share on exercise of employee stock option under Paramount Communications Limited-Stock Incentive Plan 2023 to Key managerial Personnel of the Company. Consequently, the listed and paid-up share capital of the Company has increased to ?65,44,78,946 consisting of 327239473 equity shares of ? 2/- each.
8. DIRECTORS AND KEY MANAGERIAL PERSONNELa) 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, 2026, have been disclosed by all the Directors of the Company.
b) Change in Director(s) and Key ManagerialPersonnel
i) Mr. Narendra Kumar Goyal (DIN: 01963727), ceased to be the Independent Director of the Company w.e.f. closing of business hours on May 16, 2025 upon resignation, citing health issues.
ii) Ms. Praveena Kala (DIN: 08765830), ceased to be the Independent Director of the Company w.e.f. closing of business hours on July 13, 2025 upon completion of first term of five years.
iii) Based on the recommendation of the Nomination and Remuneration Committee and the approval of Board of Directors, the shareholders of the Company at its Extra Ordinary General Meeting held on August 18, 2025, approved appointment of:
> Mr. Sanjay Kumar Srivastava (DIN: 01658754) as an Independent Director (Category: Non-Executive) for the first term of 5 (Five) consecutive years w.e.f. July 01, 2025 upto June 30, 2030.
> Ms. Anjali Verma (DIN: 01165310) as an Independent Director (Category: Non-Executive) for a term of 3 (Three) consecutive years w.e.f. July 01, 2025 upto June 30, 2028.
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 and SEBI Listing Regulations.
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.
iv) Mr. Nitin Gupta (FCS-8485) tendered his resignation from the position of Company Secretary & Compliance Officer of the Company effective from closure of business hours on March 31, 2026.
v) Based on the recommendation of the Nomination and Remuneration Committee, the board of Directors approved the appointment of Ms. Rashi Goel (FCS-9577) as Company Secretary and Compliance Officer, designated as Key Managerial Personnel, of the Company effective from May 13, 2026.
c) Directors retiring by rotation.
As per Section 152 of the Companies Act, 2013 and other applicable provisions of the Act, Mr. Sandeep Aggarwal (DIN: 00002646), Director of the Company (designated as Managing Director) of the Company, who retires by rotation at the ensuing Annual General Meeting 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 32nd Annual General Meeting and the relevant resolution is recommended for your approval therein. The information pursuant to Regulations 36 of SEBI 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 SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI 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 SEBI 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.
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.
iii) 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.
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. Ms. Rashi Goel -Company Secretary and Compliance officer effective from May 13, 2026.
Mr. Nitin Gupta - Company Secretary and Compliance Officer of the Company has resigned effective from closure of business hours on March 31, 2026.
10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year under review, 5 (Five) Board Meetings were convened and held on May 21, 2025, July 21, 2025, August 13, 2025, November 13, 2025 and February 12, 2026. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
Pursuant to the requirements of Schedule IV of Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, separate Meeting of the Independent Directors of the Company was held on 12th February 2026, to review the performance of all other 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 2025-26.
11. BOARD EVALUATION
I n terms of provisions of section 178 read with schedule IV of the Companies At, 2013, Regulation 17(10) of SEBI Listing Regulations 2015, 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 evaluation of its own performance, its committees and individual Directors. The evaluation was undertaken 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.
Based on the evaluation, the Board expressed satisfaction with the performance of the Board as a whole, its committees, and each of the individual Directors.
12. DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) & (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, 2026 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 athttps:// paramountcables.com/investor-relations/policies 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 2025-26 has been placed on the Company’s website and can be accessed athttps://paramountcables.com/d/ disclosures?c=annual-returnunder Investor Relations Section.
16. RISK MANAGEMENT
The Board has formed a Risk Management Committee for overseeing the Company’s risk management processes and systems and implementation of the risk management policy.
The Risk Management framework encompasses risks across various functional areas, including strategic, operational, financial, regulatory and compliance, information technology, cybersecurity, environmental, social and governance (ESG), and other business-specific risks. The framework promotes a proactive risk-aware culture, enabling informed decision-making, business continuity, resilience and sustainable long-term value creation for all stakeholders.
The Risk Management Policy has been uploaded on the Company’s website and is available athttps:// paramountcables.com/investor-relations/policies 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.
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. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Related Party Transactions entered into by the Company are placed before the Audit Committee for review and consideration on 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 Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Suitable disclosure as required by the Indian Accounting Standards (Ind AS 24) has been made in the notes to the financial statement. 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 https://paramountcables.com/investor-relations/policies
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 SEBI 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 onthe Company’s website athttps://paramountcables.com/investor-relations/policies
The Policy provides adequate protection to the whistleblower 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 and no personnel has been denied access to the Audit Committee.
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 28th Annual General Meeting of the Company held on September 29, 2022 , for a second term of five consecutive years commencing from the conclusion of 28th Annual General Meeting till the conclusion of 33rd Annual General Meeting to be held for financial year 2027 at a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.
Statutory Auditors’ Report
The Statutory Auditors’ Report on Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026 issued by M/s. P. Bholusaria & Co., Chartered Accountants, does not contain any qualification, observation, disclaimer, reservation, or adverse remark.
b) Cost Auditors
The Board of Directors on the recommendation of the Audit Committee, re-appointed M/s. Jain Sharma & Associates, Cost Accountants (Firm Registration Number 000270), as Cost Auditors of the Company to conduct audit of cost records maintained by the Company for the financial year 2026-2027 in accordance with 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 their consent and eligibility to act as Cost Auditors of the Company. The Company has maintained cost records as specified by the Central Government under subsection (1) of section 148 of the Act.
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 2025-2026. Further, the Cost Audit Report for the FY 2024-2025 was filed on September 11, 2025, and for the Financial Year 2025-26 the Cost Audit Report to be filed within due date.
c) Secretarial Auditor
At the 31st AGM held on September 29, 2025, the Members approved the appointment of Mr. Abhishek Mittal, Proprietor of M/s Abhishek Mittal & Associates, Practicing Company Secretaries (Membership No. F7273 & CP No. 7943), as the Secretarial Auditor of the Company for a period of 5 (five) consecutive years, i.e., from financial year 2025-2026 to financial year 2029-2030.
The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non- compliances. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks or disclaimers.
The Secretarial Audit Report for the financial year ended March 31, 2026, is annexed herewith in Form MR-3, and marked as Annexure B to this Report.
d) Annual Secretarial Compliance Report
Pursuant to Regulation 24A of SEBI 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 https://paramountcables.com/d/disclosures?c=annual-secretarial
e) Internal Auditor
I n 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 Audit Committee periodically reviews and implements the recommendations of Internal Auditors.
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)
Your Company regards Corporate Social Responsibility as a core part of responsible business conduct and is committed to conducting its operations in a manner that creates lasting value for the communities in which it operates, while remaining aligned with the interests of its stakeholders.
In compliance with Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate
Social Responsibility (CSR) Committee. The Committee is responsible for framing the Company's CSR strategy, recommending the annual CSR plan and budget, overseeing the implementation of CSR programmes, and periodically reviewing the progress of ongoing initiatives.
Details of the CSR activities undertaken by the Company during financial year ending March 31, 2026, along with other particulars as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in the Annual Report on CSR Activities annexed to this Report as AnnexureC. The Company's CSR Policyis available on its website athttps://paramountcables.com/investor-relations/policies.
24. LOANS, GUARANTEE(S) OR INVESTMENT(S)
During the year under review, your Company has duly complied with the provisions of section 186 of the Companies Act, 2013 and particulars of the loan/Guarantee given/ provided, and investments made by the Company under Section 186 of the Companies Act, 2013 have been disclosed in the notes to the financial statements.
25. PREVENTION OF SEXUAL HARASSMENT
The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the workplace, to provide protection to employees at the workplace.
The Company has constituted Internal Complaint Committee to redress complaints received regarding Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). The details of complaints received/disposed during the financial year 2025-26 is provided hereunder:
(a) number of complaints of sexual harassment received in the year: 0
(b) number of complaints disposed off during the year: 0
(c) number of cases pending for more than ninety days: 0
The policy on Prohibition, Prevention & Redressal of Sexual Harassment is available on the website of the Company at https://paramountcables.com/investor-relations/policies
26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The Information required under Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-D 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.
The Number of Employees as on financial year ending March 31, 2026, are as follows:
|
Male Employees
|
376
|
|
Female Employees
|
26
|
|
Transgender
|
-
|
27. EMPLOYEES STOCK OPTION SCHEME
During the year under review, Share Allotment Committee of the Board has allotted 176886 Equity Shares of face value ? 2/- each to eligible employees of the Company at an exercise price of ? 5 per share pursuant to Paramount Communications Limited-Stock Incentive Plan 2023. During the Financial Year 2025-26, there has been no change in the Employee Stock Option Scheme of the Company.
The ESOP Scheme(s) is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘the SBEB Regulations’). Details of Employee Stock Option Plan (ESOP) mentioned in the financial statements in Note No. 44(M).
Disclosures pursuant to Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2021, in respect of Paramount Communications Limited-Stock Incentive Plan 2023 as at March 31, 2026, are available on the website of the Company athttps://paramountcables.com/d/ disclosures?c=esop-disclosure
Further, the Company has obtained a certificate from M/s. Abhishek Mittal & Associates, Practising Company Secretaries, Secretarial Auditors under Regulation 13 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021 (‘SBEB Regulations’) stating that the scheme(s) has been implemented in accordance with the SBEB Regulations.
Members seeking to inspect certificate from M/s. Abhishek Mittal & Associates, Practising Company Secretaries, the Secretarial Auditors of the Company, with respect to the implementation of ESOP Scheme, are required to send an email toinvestor@paramountcables.com
28. 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, no fund shave been raised through preferential allotment of equity shares, convertible securities, Qualified Institutional Placement or any other mode.
29. CREDIT RATING OF THE COMPANY
ICRA Limited has reaffirmed the Company’s long term/short term, fund based/non fund based credit rating for ? 150 cr. Bank Loan facilities as “ICRA BBB(Stable) /ICRA A3 ” vide its letter dated July 14, 2026.
30. 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.
31. 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 (C) 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. The said report includes a certificate issued by M/s. P. Bholusaria & Co., Chartered Accountants, certifying the compliances with the conditions of Corporate Governance.
32. 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 is provided in a separate section and forms an integral part of this Report.
33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
In accordance with 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.
34. 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 ISO/IEC 27001:2002 for Information Security Management Systems for Khushkhera Plant and UL and LPCB approvals for supply of its products in the International Market.
35. INSURANCE
All insurable interest of the Company including inventories, buildings and plant & machinery are adequately insured.
36. 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 was 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.
37. MATERNITY BENEFIT ACT 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961, including amendments and rules framed thereunder.
38. 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 for your confidence, encouragement and unstinting support.
For and on behalf of the Board Paramount Communications Limited
Sanjay Aggarwal
Date: August 14, 2026 Chairman & CEO
Place: New Delhi DIN: 00001788
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