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DIRECTORS' REPORT

Paramount Communications Ltd.

GO
Market Cap. ( ₹ in Cr. ) 2157.82 P/BV 2.69 Book Value ( ₹ ) 24.51
52 Week High/Low ( ₹ ) 76/28 FV/ML 2/1 P/E(X) 36.12
Book Closure 19/09/2024 EPS ( ₹ ) 1.83 Div Yield (%) 0.00
Year End :2026-03 

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 at
https://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
at
https://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 at
https://
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 at
https://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 at
https://
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
at
https://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
at
https://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 at
https://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 to
investor@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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