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Paramatrix Technologies Ltd Directors Report

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(-2.92%)
Aug 21, 2025|12:00:00 AM

Paramatrix Technologies Ltd Share Price directors Report

To,

The Members

Paramatrix Technologies Limited (‘Company)

(Formerly known as Paramatrix Technologies Private Limited)

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

1. FINANCIAL SUMMARY

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

(Rs. in Lakhs)

Particulars

Standalone

Consolidated

2024-25

2023-24

2024-25

2023-24

Revenue from operations

2092.90

2044.99

2861.42

2799.48

Other income

261.77

220.51

271.27

60.45

Total Income

2354.67

2265.51

3132.69

2859.93

Expenses

Employee benefit expenses

1279.13

1277.68

1740.08

1676.11

Finance Costs

-

-

-

-

Depreciation and amortization expenses

100.81

41.03

100.81

41.03

Other Expenses

451.25

518.41

578.39

618.78

Total Expenses

1831.19

1837.12

713.40

2335.93

Profit before tax

523.48

428.39

713.40

524

Less:- Tax expenses

Current Tax

145.30

87.96

160.46

111.57

Deferred Tax

(22.60)

(0.74)

(22.60)

(0.74)

Excess/short Provisions of earlier years

Profit/ (Loss) for the period

400.78

341.17

575.54

413.17

Earnings Per Share (Amt. in Rs.)

3.88

3.90

5.57

4.72

2. OPERATING PERFORMANCE & FUTURE OUTLOOK

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

3. DETAILS OF INITIAL PUBLIC OFFER & LISTING

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

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

Vide the NSE listing and trading approval dated 3rd September, 2024, the Equity Shares of the Company were listed on NSE

EMERGE w.e.f. 4th September, 2024.

4. UTILIZATION OF FUNDS RAISED THROUGH PUBLIC ISSUE

The Company had raised an amount of Rs. 3034.68

Lakhs through its Initial Public Offer (‘IPO) duringthe financial year 2024-25. Consequent to this, the equity shares are listed on EMERGE Platform top-line of National contribution andStock

Exchange of India Ltd. The proceeds of aforesaid issue are being utilized, for the purpose for which it was raised by the Company in accordance with the terms of the IPO.

As on date of this report there was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus dated

16th August, 2024.

5. HOLDING, SUBSIDAIRIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has following wholly owned subsidiary companies:

1. Paramatrix Technologies Limited, Hongkong

2. Paramatrix PTE. Limited, Singapore a. Paramatrix Technologies Limited, Hongkong (‘PTH):

Paramatrix Technologies Limited, Hongkong was incorporated on 11th September, 2015, under the company ordinance (Chapter 622 of the laws of

Hongkong). PTH is engaged in business of consulting services and software development for Enterprises.

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

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

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

Joint venture.

Pursuant to Section 129(3) of the Companies Act, 2013 a statement containing salient features of the financial in Form AOC-1 is enclosed herewith as

"Annexure – A".

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

31 ST MARCH, 2025 a. Paramatrix Technologies Limited (Hong Kong) (‘PTH)

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

PTH added significant pivotal in catering to international client demand from the East Asia region.

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

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

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

• PTS is actively focusing on strengthening its client base, enhancing service offerings, and expanding market presence to drive future growth.

Simultaneously, the Company is prioritizing cost control, operational efficiency, and the delivery of higher-quality solutions. These initiatives aim to build a more stable and growth-oriented business in the long run.

• PTS plays a strategic role in extending the groups service offerings across international clients, reinforcing Paramatrixs global positioning.

• PTS has continued to build its presence in the

Southeast Asian IT consulting and analytics space.

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

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

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

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

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

7. DIRECTORS & KEY MANAGERIAL PERSONNEL

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

In compliance with the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the

Companies Act, 2013 and the Companies (Appointment and Qualification or re-enactment(s) thereof for the time being in force) and SEBI (LODR) Regulation 2015, the composition modification(s) of Board of Directors and Key Managerial Personnel are as follows: -

Sr. No. Name

DIN

Designation

1. Mr. Mukesh Keshubhai Thumar

00139960

Managing Director & CEO (Promoter)

2. Mrs. Bhavna Mukesh Thumar

01322558

Executive and Non-Independent Director (Promoter)

3. *Mr. Mahesh Pandurang Goriwale

06541786

Executive and Non-Independent Director

4. Mrs. Sangita Bhamesh Kamble

10130251

Independent Director

5. Mrs. Shivani Shivshankar Tiwari

09359208

Independent Director

6. Mr. Abhishek Agrawal

09624370

Independent Director

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

Brief profile of Directors is available at Companys website at www.paramatrix.com.

The Company has the following Key Managerial Personnel: -

Sr. No. Name

Designation

1. Mr. Parimal Pragjibhai Patel

Chief Financial Officer

2. Ms. Shubhada Mahendra Shirke

Company Secretary & Compliance Officer

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

Sr. No. Name

Relationship with other Director

1. Mrs. Bhavna Mukesh Thumar

Spouse of Mukesh Thumar

8. DIVIDEND

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

9. SHARE CAPITAL

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

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

10. DISCLOSURE RELATED TO BOARD AND CORPORATE GOVERNANCE

Directors) Rules, 2014 (including any statutory a. Number of Board Meetings

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

Sr. No. Date

Total Number of Directors as on the date of meeting

No. of Directors attended the Meeting

1. 22nd April, 2024

6

6

2. 26th June, 2024

6

6

3. 26th July, 2024

6

6

4. 16th August, 2024

6

6

5. 2nd September, 2024

6

6

6. 3rd September, 2024

6

6

7. 11th November, 2024

6

5

8. 7th March, 2025

6

6

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

b. Number of Committee Meetings (Mandatory Committees)

Sr. No. Name of the Committee

Date of the Meeting

Total Number of Members as on the date of meeting

No. of Members attended the Meeting

1. Audit Committee

6th April, 2024

3

3

2. Audit Committee

26th June, 2024

3

3

3. Audit Committee

26th July, 2024

3

3

4. Audit Committee

12th August, 2024

3

3

5. Audit Committee

11th November, 2024

3

2

6. Nomination & Remuneration Committee

26th June, 2024

3

3

Meeting

7. Stakeholder Relationship Committee

31st March, 2025

3

3

8. Separate meeting of the Independent

31st March, 2025

3

3

Director

c. COMMITTEES OF THE BOARD

AUDIT COMMITTEE

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

DIN

Name

Designation

Nature of Directorship

10130251

Ms. Sangita Kamble

Chairperson

Independent Director

09359208

Ms. Shivani Tiwari

Member

Independent Director

09624370

Mr. Abhishek Agrawal

Member

Independent Director

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

NOMINATION & REMUNERATION COMMITTEE

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

DIN

Name

Designation

Nature of Directorship

09624370

Mr. Abhishek Agrawal

Chairperson

Independent Director

09359208

Ms. Shivani Tiwari

Member

Independent Director

10130251

Ms. Sangita Kamble

Member

Independent Director

STAKEHOLDER RELATIONSHIP COMMITTEE

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

DIN

Name

Designation

Nature of Directorship

09359208

Ms. Shivani Tiwari

Chairperson

Independent Director

09624370

Mr. Abhishek Agrawal

Member

Independent Director

10130251

Ms. Sangita Kamble

Member

Independent Director

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

FINANCE COMMITTEE

DIN

Name

Designation

Nature of Directorship

00139960

Mr. Mukesh Keshubhai

Chairperson

Managing Director & CEO

Thumar

06541786

Mr. Mahesh Pandurang

Member

Executive Director

Goriwale

d. DECLARATION BY INDEPENDENT DIRECTORS

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

2013 and the rules made thereunder. The Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

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

Corporate affairs.

e. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has formulated a Programme for Familiarization of Independent Directors with regard to their roles, rights, responsibilities, nature of the industry in which the Company operates, the business model of the Company etc. The details of the Familiarization

Programmes conducted by the Company during the are available on the website of the last Company at www.paramatrix.com. During the financial year under review, there was no change in the nature of business of the Company and its business vertical/ structure/operational strategy, etc., which would have necessitated fresh Familiarization Programme for

Independent Directors.

f. MEETING OF THE INDEPENDENT DIRECTORS:

The Independent Directors of the Company met separately on 31st March, 2025 without the presence of Non-Independent Directors and members of

Management. In accordance with the provisions under

Section 149 and Schedule-IV of the Companies Act,

2013. The following matters were, inter alia, reviewed and discussed in the meeting:

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

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

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

All the Independent Directors were present at the meeting and was satisfied with the performance of the

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

g. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD ETC.

Pursuant to applicable provisions of the Companies Act, 2013, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including

Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

h. DISQUALIFICATION OF DIRECTORS

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

11. VARIOUS POLICIES OF THE COMPANY

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

Name of the Policy

Brief Description

Code of Conduct for Board &

The Policy is aimed to formulate a Code of Conduct for the Directors and Senior

Senior Management Personnel

Management Personnel to establish highest standard of their ethical, moral and legal

conduct in the business affairs of the Company.

All Board Members and senior management personnel affirm compliance with the

Code of Conduct on annual basis.

Nomination and Remuneration

The Company has framed the policy for selection and appointment of Directors including

Policy

determining qualifications, competencies, positive attributes and independence

of a Director, Key Managerial Personnel, Senior Management Personnel and their

remuneration as part of its charter and other matters provided under Section 178(3) of

the Companies Act, 2013.

Policy for Making Payments to

The Policy contains the rules for making payments to Non-Executive Directors as per

Non-Executive Director

the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and

Disclosure Requirement) Regulations, 2015.

Policy on Criteria for

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

Determining Materiality of

Company.

Events

Policy on Materiality of Related

The policy regulates all transactions taking place between the Company and its related

Party Transaction

parties in accordance with the applicable provisions.

Terms & Conditions of appt. of

The Policy provides framework that regulates the appointment, re-appointment of

Independent Directors

Independent Directors and defines their roles, responsibilities and powers.

Whistle Blower Policy

The Company has formulated a comprehensive Whistle Blower Policy in line with the

provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013 with

a view to enable the stakeholders, including Directors, individual employees to freely

communicate their concerns about unethical behaviour, actual or suspected fraud or

violation of the Companys code of conduct and ethics amongst others to the Audit

Committee of the Company. The mechanism provides adequate safeguards against

victimization of Directors or employees who avail of the mechanism.

Risk Management Policy

The Risk Management policy is formulated and implemented by the Company

in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015. The policy helps to

identify the various elements of risks faced by the Company, which in the opinion of the

Board threatens the existence of the Company.

The SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 ("PIT

Amendment Regulations") mandates every listed company to formulate a written policy

and procedures for inquiry in case of leak of unpublished price sensitive information

and initiate appropriate action on becoming aware of leak of unpublished price sensitive

information and inform the Board promptly of such leaks, inquiries and results of such

inquiries. Pursuant to this regulation, the Company has adopted the Policy for Procedure

of Inquiry in Case of Leak of Unpublished Price Sensitive Information ("UPSI").

Name of the Policy

Brief Description

Policy for Evaluation of the

The Policy provides framework for carrying out the annual evaluation of the Boards

Performance of the Board

performance as envisaged in the Companies Act, 2013 and of the individual Directors

(excluding the Director being evaluated).

Insider Trading Policy

Your Company has adopted the Policy to regulate, monitor and report trading by

designated persons and their immediate relatives as per the requirements under the

Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

2015. The Code, inter alia, lays down the procedures to be followed by designated

persons while trading/ dealing in Companys shares and sharing Unpublished Price

Sensitive Information.

Code for fair disclosure of UPSI

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price

Sensitive Information helps in determination of "Legitimate purposes for sharing UPSI".

The Code covers Companys obligation to maintain a digital database, mechanism for

prevention of insider trading and handling of UPSI, and the process to familiarize with

the sensitivity of UPSI.

Policy for Preservation of

The policy deals with the retention of corporate records of the Company. The policy also

Documents and Archival

provides framework for Identification of records that are to be maintained permanently

or for any other shorter period of time.

12. AUDITOR AND AUDITORS REPORT

a. STATUTORY AUDITORS

As approved by the Members at its Annual General Meeting (‘AGM) held on 2nd September, 2022, M/s. E. A.

Patil and Associates LLP, Chartered Accountants, Navi

Mumbai (FRN: W100092) is holding the office Statutory Auditors of the Company, for a term of five consecutive years i.e. till the conclusion of AGM to be held in the calendar Year 2027.

b. AUDITORS REPORT

During the financial year under review, no frauds have been occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors)

Rules, 2014 (as amended from time to time). Further, no case of Fraud has been reported to the Management from any other sources.

The Auditors have issued an unmodified opinion on the standalone & consolidated financial statements for the financial year ended 31st March, 2025. The Auditors

31 Report for the financial st March, 2025 on the standalone & consolidated financial statements of the Company is a part of this Annual Report.

The Statutory Auditors Report, being devoid of any reservation(s), qualification(s), or adverse remark(s), does not call for any further information(s), explanation(s), or comments from the Board under

Section 134(3)(f)(i) of the Companies Act, 2013.

c. SECRETARIAL AUDITORS

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

2024 have appointed Mr. Deep Shukla (Practicing Company Secretary) having Membership No. F5652 and Certificate of Practice No. 5364 representing Deep

Shukla & Associates, Practicing Company Secretaries Firm for conducting a Secretarial Audit of the Company for the financial year ended 31st March, 2025.

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

2025 has re-appointed M/s. Deep Shukla & Associates,

Practicing Company Secretaries Firm as the Secretarial Auditors of the Company, to undertake Secretarial Audit of the Company for the financial year ending 31 st March, 2026.

d. SECRETARIAL AUDIT REPORT:

Secretarial Audit Report as issued by the Secretarial

Auditor, in Form No. MR-3 for the financial year ended

31st March, 2025 is set out in the Annexure- B to this report and forms integral part of this Annual

Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The said Secretarial Audit Report being devoid of any reservation(s), adverse remark(s) and qualification(s) etc. do not call for any further explanation(s)/ information or comment(s) from the Board under Section 134(3) (f)

(ii) of the Companies Act, 2013.

e. INTERNAL AUDITORS

The Board of Directors at its meeting held on 26th

June, 2024 have appointed M/s. L. B. Kale and Co. (Firm Registration No. 121957W), Practicing Chartered

Accountant Firm as the Internal Auditor of the Company pursuant to the applicable provisions of the Companies Act, 2013, to undertake Internal audit of the Company for the financial year ended 31 st March, 2025.

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

13. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

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

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

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

14. RECONCILIATION OF SHARE CAPITAL AUDIT

As stipulated by SEBI, a qualified Practicing Company

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

15. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

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

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

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

Annual Report.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

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

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

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORATION, FOREIGN EXCHANGE EARNING AND OUTGO

Particulars required to be furnished pursuant to Rule 8(3) of the Companies (Accounts) Rules, 2014, read with Section 134 of the Companies Act, 2013:

a. Conservation of Energy:

• The Company is engaged in Information Technology and Information Technology Enabled Services.

The Company has undertaken constant study to identify various areas wherein energy conservation taken to is possible. Also, significant reduce the energy consumption by using energy- efficient equipments. Conservation of energy is always on the "To Do" list at all levels of operations.

Efforts are made in this direction on a continuous basis.

b. Technology Absorption:

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

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

• Embracing cloud infrastructure has enabled us to achieve scalability, flexibility, and cost optimization.

Our cloud-based solutions facilitate seamless collaboration, real-time data access, and enhanced project management and client interactions.

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

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

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

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

Sr.

Particulars

FY 2024-25

FY 2023-24

No.

(A)

Foreign

887.63

915.67

exchange

inflows

(B)

Foreign

18.90

19.32

exchange

outflows

19. AMOUNT, IF ANY TO BE TRANSFERRED TO RESERVES

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

20. QUALITY ASSURANCE

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

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

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

The Board of Directors and the Members of the Company at their meetings held on 18th April, 2025 and 19th May, 2025, respectively, approved the buy-back of up to 4,60,800 fully paid-up Equity Shares of face value of Rs. 10/- (Rupees Ten only) each

(representing 4% of the total issued and paid-up equity share capital of the Company as on 31st

March, 2025) at a price of Rs. 130/- (Rupees One

Hundred and Thirty only) per Equity Share payable in cash for an aggregate amount not exceeding Rs.

5,99,04,000/- (Rupees Five Crore Ninety-Nine Lakh Four Thousand Only) (excluding any incidental transaction costs).

The buy-back offer was undertaken through the Tender Offer mechanism and the offer opened on 2nd June, 2025 and closed on 6th June, 2025. After considering technical rejections, the response to the buy-back offer was 3.13 times. The buy-back was successfully completed by the Company and the bought back shares were extinguished on 16th

June, 2025. The Buy-back was sourced out of the Free Reserves of the Company. The buy-back doesnt affect the financial position of the Company adversely.

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

b. Step-Down Subsidiary:

Paramatrix Technologies Limited, Hong Kong, a wholly-owned subsidiary of Paramatrix Technologies Limited (India), at its Board Meeting held on 2nd April 2025, approved the acquisition of 510 equity shares at a price of ?10,000 per share, constituting 51% of the issued capital of Paramatrix Technologies KK (‘Paramatrix Japan), a company incorporated under the laws of Japan, from

Mr. John Zendano, the sole shareholder of Paramatrix Japan. Pursuant to the said acquisition,

Paramatrix Japan has become a step-down subsidiary of the Company.

22. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

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

Annual Report.

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

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

Moreover, the Company is sensitive to any unforeseen circumstances that may arise and has taken appropriate steps to take care of it. Our Power supply is backed up with UPS and Generators. Our bank accounts are backed up with Over Draft facilities. Assets are fully insured. People are insured. We have legal Counsellors to take care of any disputes if they may arise. Offices are fully equipped with surveillance, 24x7 physical security. The Company has also obtained and renewed ISO/ IEC 27001:2022 Certificate which confirms the quality of Information Security Management System and Certificate 9001:2015 which confirms the quality Managing System Standards.

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

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

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

25. DEPOSITS

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

Further, your company has filed form DPT-3 for the

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

26. INTERNAL FINANCIAL CONTROLS

A detailed explanation of the Companys internal financial controls has been provided in the Management

Discussion and Analysis Report, which forms part of the

Annual Report.

27. HUMAN RESOURCES

A detailed explanation of the Companys Human Resource policy has been provided in the Management Discussion and Analysis Report, which forms part of the

Annual Report.

28. PARTICULAR OF EMPLOYEES

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

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

29. EXTRACT OF ANNUAL RETURN

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

Company i.e. www.paramatrix.com.

30. CHANGE IN NATURE OF BUSINESS

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

31. BUSINESS TRANSFER

There is no transfer of business during the Financial

Year.

32. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism/Whistle

Blower Policy for its Directors and employees to report their genuine concerns/grievances. The mechanism also provides for adequate safeguards against victimization of persons who use such mechanism and makes provisions for direct access to the Chairman of the Audit

Committee. The whistle blowing Policy is available on the Companys website at www.paramatrix.com.

Your company hereby confirms that no Director/

Employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

33. MAINTENANCE OF COST RECORDS material orders passed

The maintenance of cost accounts and records as prescribed under Section 148(1) of the Companies Act,

2013 is not applicable to the Company.

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

The Company has zero tolerance for sexual harassment at workplace. Company has adopted a policy on

Prevention, Prohibition and Redressal of Sexual

Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013 and the

Rules there under. The policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an

Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

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

35. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the

Maternity Benefit Act, 1961, as amended. female employees have been extended maternity benefits in accordance with the applicable statutory requirements.

36. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

2013.

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

by There are no significant the Regulators / Courts which would impact the ongoing concern or status of the Company and its future operations.

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

No application is made during the financial year ended

31st March, 2025 by or against the Company and there are no proceedings pending under the Insolvency and

Bankruptcy Code 2016.

39. DETAILS OF DIFFERENCES BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

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

40. COMPLIANCE WITH SECRETARIAL STANDARDS

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

41. OTHER DISCLOSURES

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

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

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

• Issue of shares (including sweat equity shares and Employees Stock Option) to employees of the

Company under any schemes.

42. ENCLOSURES:

a. Annexure – A : AOC 1;

b. Annexure – B : Secretarial Auditors Report in Form

No. MR-3; c. Annexure – C : AOC 2; and d. Annexure D - Particulars of employees.

43. ACKNOWLEDGEMENT

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

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

We are grateful for all the cooperation and support received from various Departments of Central and State governments, Tax Authorities, Banks, Ministry of Corporate Affairs, Securities and Exchange Board of

India (SEBI), The National Stock Exchange of India Ltd. (NSE), and our vendors. You helped make our journey simple. We look forward to your continued support in the years to come.

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

(Formerly Known as Paramatrix Technologies Private Limited)

Sd/- Sd/-

Keshubhai Thumar Mahesh Goriwale Managing Director & CEO Executive Director DIN: 00139960 DIN: 06541786

Date : 30th July, 2025 Place : Navi Mumbai

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Sr. No. Disclosure Requirement

Details

1. The ratio of the remuneration of each Director to

Directors

Designation

Ratio

the median remuneration of the employees of the

Mr. Mukesh

Managing Director &

12.12

Company for the financial year*

Keshubhai Thumar

CEO (Promoter)

Mrs. Bhavna

Executive and Non-

7.02

Mukesh Thumar

Independent Director

(Promoter)

Mr. Mahesh

Executive and Non-

1.53

Pandurang Goriwale

Independent Director

2. The percentage increase in remuneration of each

Directors/KMPs

Designation

% increase in

Director, Chief Financial Officer, Chief Executive

remuneration

Officer, Company Secretary or Manager if any, in the

Mr. Mukesh

Managing Director &

0.00

financial year.

Keshubhai Thumar

CEO (Promoter)

Mrs. Bhavna

Executive and Non-

0.00

Mukesh Thumar

Independent Director

(Promoter)

Mr. Mahesh

Executive and Non-

0.00

Pandurang Goriwale

Independent Director

Mr. Parimal Patel

Chief Financial Officer

0.00

Ms. Shubhada

Company Secretary&

0.00

Shirke

Compliance Officer

 

3. The percentage increase in the median remuneration of employees in the financial year 2024-25 4. The Number of permanent employees on the rolls of the Company as on 31st March, 2025

2.94 (Also there are 27.17% more employees in the current Financial Year than in the previous one..) 234

5. Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

There has been no average percentage increase in the salaries of employees, other than managerial personnel, because the number of employees on the payroll increased from 184 to 234, which is a 27.17% increase in employee count.

6. Affirmations that the remuneration is as per the Remuneration Policy of the Company

In the case of managerial remuneration, as disclosed in point 2 above, there has been no increase made to their salaries during the financial year 2024 25.

7. Details of the employees employed throughout the financial year and was in receipt of remuneration for the financial year 2024-25 which, in the aggregate, was not less than one crore and two lakh rupees

The remuneration paid to employees and managerial personnel is in line with prevailing industry standards.

8. Details of the employees employed for a part of the None financial year 2024-25, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month

It is affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees, adopted by the Company. None

9. Details of the employees employed throughout the None financial year 2024-25 or part thereof and was in receipt of remuneration during the year which, in the aggregate or at a rate which, in the aggregate, is in excess of that drawn by the Managing Director and holds by himself or along with his spouse and dependent children, not less than two percent of the Equity Shares of the Company

10. Details of the employees posted and working in a None country outside India, not being directors or their relatives, drawing more than sixty lakh rupees per financial year or five lakh rupees per month

*Note: The Executive Directors and Key Managerial Personnel receive remuneration from the Company, while Independent Directors are paid sitting fees for attending Board and committee meetings. The remuneration to Directors is within the overall limits approved by the shareholders of the Company.

11. Also, we hereby confirm that none of the employees of the Company is a relative of any Director of the Company.

For and on behalf of the Board of Directors of

PARAMATRIX TECHNOLOGIES LIMITED

(Formerly Known as Paramatrix Technologies Private Limited)

Sd/- Sd/-

DIN: 00139960 DIN: 06541786

Date : 30th July, 2025 Place : Navi Mumbai

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