Paramatrix Technologies Ltd

To,

The Members

Paramatrix Technologies Limited ('Company')

Your Directors are pleased to present their 20^th Annual Report on the Audited (Standalone and Consolidated) Financial Statement of the Company for the Financial Year ended March 31, 2024.

The highlights of the Company's (Standalone and Consolidated) Financial Results are as under:

During the Financial Y ear under review, the total income of the Company as per Standalone Financials is Rs. 225687.54 thousand as compared to previous year's total income of Rs. 300969.11 thousand. The Net Profit of the Company during the financial year was Rs. 34116.68 thousand against Rs. 65332.49 thousand for the correspondingjrcyjous year.

Further, as per Consolidated Financials, the total income of the Company is Rs. 285992.85 thousand as compared to previous year's total income of Rs. 333243.80 thousand. The Net Profit of the Company during the financial year was Rs. 41316.69 thousand against Rs. 70756.36 thousand for the corresponding previous year.

During the year under review, there have been the following changes in the composition of Board of Directors of the Company and Key Managerial Personnel:

The Board of Directors and the Members of the Company at their respective meetings held on December 27,2023 and January 17,2024 approved the re-appointment of Mr. Mukesh Keshubhai Thumar as Managing Director and Chief Executive Officer of the Company (in the Promoter Category), for a period of Five years commencing from 1^st January, 2024 to 31^st December, 2028 not liable to retire by rotation.

The Board of Directors and the Members of the Company at their respective meetings held on December 27, 2023 and January 17, 2024 approved the re-appointment of Mrs. Bhavna Mukesh Thumar as an Executive Director in the Promoter category for a period of Five years commencing from 1^st January, 2024 to 31^st December, 2028, liable to retire by rotation.

Further, in accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mrs. Bhavna Mukesh Thumar, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for the re-appointment.

The Board of Directors and the Members of the Company at their respective meetings held on December 27,2023 and January 17,2024 approved the re-appointment of Mr. Mahesh Pandurang Goriwale as an Executive Director in the Non-Promoter Category for a period of Five years commencing from January 1, 2024 to December 31, 2028, liable to retire by rotation.

The Board of Directors, at its meeting held on December 27,2023, appointed Mrs. Sangita Kamble as an additional Non-Executive Independent Director of the Company with effect from January 1, 2024 to hold the office up to the date of the ensuing Annual General Meeting of the Company.

However, the said appointment was regularized by the Members at an Extra-Ordinary General Meeting held on January 17, 2024 for the first term of Five consecutive years commencing from January 1, 2024 till December 31, 2028, not liable to retire by rotation.

The Board of Directors, at its meeting held on December 27, 2023, appointed Mrs. Shivani Tiwari as an additional Non-Executive Independent Director of the Company with effect from January 1, 2024 to hold the office up to the date of the ensuing Annual General Meeting of the Company, however, the said appointment was regularized by the Members at an Extra-Ordinary General Meeting held on January 17, 2024 for the first term of Five consecutive years commencing from January 1, 2024 till December 31, 2028, not liable to retire by rotation.

The Board of Directors, at its meeting held on January 16, 2024, appointed Mr. Abhishek Agrawal as an additional Non-Executive Independent Director of the Company with immediate effect to hold the office up to the date of the ensuing Annual General Meeting of the Company. However, the said appointment was regularized by the Members at an Extra-Ordinary General Meeting held on January 17, 2024 for the first term of Five consecutive years commencing from January 16, 2024 till January 15, 2029, not liable to retire by rotation.

The Board of Directors, at its meeting held on November 28, 2023, appointed Mr. Parimal Patel as the Chief Financial Officer of the Company with immediate effect.

The Board of Directors, at its meeting held on December 27, 2023, appointed Ms. Shubhada Mahendra Shirke as the Company Secretary and Compliance Officer of the Company effective from 1^st January, 2024.

List of Directors & KMPs as of March 31, 2024 is as follows:

Your Company was incorporated as Paramatrix Technologies Private Limited on March 8,2004 under the Companies Act, 1956 with the Registrar of Companies, Maharashtra at Mumbai bearing Registration number 144890.

The Board of Directors and the M embers of the Company at their respective meetings held on October 16, 2023 and November 07, 2023 approved the conversion the Company from 'Private Limited' to 'Public Limited' and consequent change in the name of the Company from 'PARAMATRIX TECHNOLOGIES PRIVATE LIMITED' to PARAMATRIX TECHNOLOGIES LIMITED'. The Registrar of Companies, Mumbai, Maharashtra issued a fresh certificate of incorporation dated November 22, 2023, approving the aforementioned conversion of the Company.

Details of the Interim Dividend declared and paid, during the year under review, are as follows:

The Authorized Share Capital of the Company as on 31^st March, 2023 was Rs. 2,00,00,000/- divided into 20,00,000 Equity Shares of Nominal value of Rs.10/- each whereas the issued and paid-up Equity Share Capital of the Company as on 31^st March, 2023 stood at Rs. 35,00,000/- divided into 3,50,000 Equity Shares of Nominal value of Rs. 10/- each.

Vide Ordinary Resolution passed by the Members of the Company at the Extra-Ordinary General Meeting held on June 5, 2023, the Authorized Share Capital of the Company was increased from

Rs. 2,00,00,000/- divided into 20,00,000 (Twenty Lakhs) Equity Shares of Rs. 10/- each to Rs. 15,00,00,000/- divided into 1,50,00,000 (One Crore and Fifty Lakhs) Equity Shares of Rs. 10/- each.

Vide Ordinary Resolution passed by the Members of the Company at the Extra-Ordinary General Meeting held on June 5, 2023, approval was granted for the Issuance of 84,00,000 Equity Shares of Rs. 10/- each as Bonus Shares, with an aggregate nominal value up to Rs. 8,40,00,000/-, in the proportion of 24 Equity Shares of nominal value Rs. 10/- each for every 01 (One) Equity Share of nominal value of Rs. 10/- each held. Further, the aforesaid Equity Shares were allotted to the Members at the Board Meeting held on June 26, 2023.

During the year under review, the Company, vide Special Resolution passed at its Extra-Ordinary General Meeting held on January 25, 2024, approved the proposal for an Initial Public Offering of up to 32,00,000 Equity Shares at a price to be decided by the Board of Directors in consultation with the Merchant Banker, and to list the Equity Shares on the SME Platform of the National Stock Exchange of India Limited i.e. NSE EMERGE.

The authorized share capital ofthe Company as on March 31, 2024 was Rs. 15,00,00,000/- divided into 1,50,00,000 Equity Shares of Nominal value of Rs.10/- each whereas the issued and paid-up Equity Share Capital ofthe Company as on March 31, 2024 stood at Rs. 8,75,00,000/- divided into 87,50,000 Equity Shares of Nominal value of Rs. 10/- each.

The Board of Directors met 14 times during the Financial Year 2023-24. The details ofthe Board meetings held are as under:

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

The Board of Directors of the Company at its meeting held on January 16, 2024 approved the constitution of the below Committees of the Directors of the Company:

As on 31^st March, 2024, the Audit Committee comprised of following Members:

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

As on 31^st March, 2024, the Nomination & Remuneration Committee comprised of following Members:

As on 31^st March, 2024, the Stakeholder Relationship Committee comprised of following Members:

The Company has received declarations from all the Independent Directors of the Company in accordance with the provisions of Section 149 (7) of the Companies Act, 2013 regarding meeting the criteria of Independence laid down under Section 149 (6) of the Companies Act 2013 and the rules made thereunder.

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

The Auditors Report is unqualified. The notes to accounts referred to in the Auditors' report are self- explanatory and therefore do not call for any further clarifications under Section 134 of the Companies Act, 2013.

The Auditors of the Company have not reported any fraud as specified under Section 143 [12) of the Companies Act, 2013. Further, no case of Fraud has been reported to the Management from any other sources.

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

During the year under review, M/s. R. J. Phadke & Co., Chartered Accountants, Navi Mumbai (FRN: 114253W), the then Statutory Auditors of the Company appointed for a period of 4 consecutive years at the Annual General Meeting held on December 31, 2020, resigned from their office w.e.f. December 20, 2023 on account of better professional opportunities. M/s. R. J. Phadke & Co. filed ROC Form ADT 3 dated January 9, 2024 with the Registrar of Companies, Mumbai.

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors, based on the representations received, confirm that -

a. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of

affairs of the Company at the end of the financial year and of the profit of the Company for that

period;

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

As on date, the Company has following two wholly owned subsidiaries:

1. Paramatrix Technologies Limited, Hongkong

2. Paramatrix PTE. Limited, Singapore

Paramatrix Technologies Limited, Hongkong was incorporated on September 11,2015, under the company ordinance (Chapter 622 of the laws of Hongkong). PTH is engaged in business of consulting services and software development for Enterprises.

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

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

The details of subsidiaries of the Company under the Companies Act, 2013 during the year under review are disclosed in Form AOC-1 and enclosed with this report as "Annexure A".

The Company has formulated and implemented “Nomination & Remuneration policy” in compliance with section 178 of the Companies Act, 2013 read with the applicable rules framed thereunder. The Policy provides guidelines to the Nomination & Remuneration Committee relating to the Appointment, Removal & Remuneration of Directors and KMPs. It also provides criteria for

determining qualifications, positive attributes and independence of a Director. Nomination & Remuneration Policy is available on the website of the Company at www.paramatrix.com.

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

All contracts/transactions/arrangements entered into by the Company during the Financial Year ended March 31, 2024 with the Related Parties were in the ordinary course of business and on an Arm's Length Basis and in accordance with the provisions of the Companies Act, 2013, read with the Rules framed there under, from time to time.

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

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

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

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

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

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

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

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

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the Financial Year under review.

There were no material changes and commitments, which adversely affects the financial position of the Company, which have occurred between the end of the Financial Year i.e. March 31, 2024 of the Company to which the Financial Statements relate and the date of the report.

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

Moreover, the Company is sensitive to any unforeseen circumstances that may arise and has taken appropriate steps to take care of it. Our Power supply is backed up with UPS and Generators. Our bank accounts are backed up with Over Draft facilities. Assets are fully insured. People are insured. We have legal Counsellors to take care of any disputes if they may arise. Offices are fully equipped with surveillance, 24x7 physical security. The Company has also obtained and renewed ISO/ IEC 27001:2013 Certificate which confirms the quality of Information Security Management System and Certificate 9001:2015 which confirms the quality Managing System Standards.

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

As part of the CSR initiative for Financial Year ended on March 31, 2024, the Company financed the surgeries for children with congenital heart diseases at Sri Sathya Sai Sanjeevani Hospital in

Maharashtra, through Sri Sathya Sai Health and Education Trust, a renowned public charitable trust registered under Section 12A of the Income Tax Act, 1961. This comprehensive support encompassed diagnostics, open-heart surgery, post-operative care, and dietary provisions, all provided free of charge to patients. By addressing these critical healthcare needs, the Company aimed to significantly improve the well-being of young patients from economically disadvantaged backgrounds, demonstrating a strong commitment to social responsibility and community health.

The Annual Report on CSR activities is enclosed with this report as "Annexure C”.

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

The Company has put in place an adequate system of Internal Financial Control commensurate with its size and nature of its business and continuously focuses on strengthening its internal control processes. These systems provide 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 Internal Financial Control of the Company is adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner.

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

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

The Company has established a Vigil Mechanism/Whistle Blower Policy for its Directors and employees to report their genuine concerns/grievances. The mechanism also provides for adequate safeguards against victimization of persons who use such mechanism and makes provisions for direct access to the Chairman ofthe Audit Committee.

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

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

The Company has constituted Internal Complaints Committee. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013.

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

No application is made during the Financial Year 2023-24 by or against the Company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

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

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

b. Annexure - B : AOC 2; and

c. Annexure - C : CSR1.

Your Directors place on records their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers

and Vendors during the year under review. Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the Company while discharging their duties.

(Formerly Known as Paramatrix Technologies Private Limited)