Directors Report of Parmeshwar Metal Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting the 09^th Annual Report on the business and operations of your Company
along with the Audited Financial Statements of the Company for the financial year ended 31^st March, 2025.

FINANCIAL PERFORMANCE SUMMARY

The Company''s financial performances for the year under review along with comparative figures for the previous
financial year are given hereunder:

	As at 31.03.2025 Rupees in Lakhs	As at 31.03.2024 Rupees in Lakhs
Revenue from operations	138243.37	110022.32
Other income	268.96	223.53
Total Income	138512.33	110245.85
Profit before finance cost, depreciation and tax	1782.11	1303.13
Finance cost	195.27	251.51
Depreciation/amortization	95.21	86.52
Profit before tax	1491.63	965.10
Less:Tax expenses
Current tax	383.80	249.29
Short/excess(-) provision for taxes of earlier years (net)	6.10	5.14
Deferred tax charge/credit(-)	3.92	(2.02)
Profit after tax	1097.81	712.69

COMPANY''S AFFAIRS AND FUTURE OUTLOOK

The Company is engaged in the business of manufacturing and trading of copper wire and copper wire rods by recycling
of copper scrap and other related products, the Company''s main products are copper wire and copper wire rods and that
are ideally suited for a wide array of applications. These applications include power cables, building wires, transformers,
the automotive industry, household cables as well as bare and enameled wires.

Your Company''s income from operations for the year under review was '' 138243.37 Lakhs as compared to '' 110022.81
Lakhs of that of the previous year whereas its profit before tax stood at '' 1491.63 Lakhs vs. '' 965.10 Lakhs of previous year.
After providing tax of '' 393.82 Lakhs in the current year ('' 252.41 in the previous year) profit after tax increased to
'' 1097.81 Lakhs from '' 712.69 Lakhs in the previous year.

The performance of the Company in terms of overall revenue generation during the period under review is quite
satisfactory.

DIVIDEND

The Board is pleased to recommend dividend at the rate of '' 0.75 /- (@ 7.5%) per equity share of '' 10/- each for the
financial year ended 31^st March, 2025, on the paid-up equity share capital of the Company. The dividend, if approved by
the Members, will be paid to Members eligible as on the record date, within the period stipulated under the Companies
Act, 2013.

If declared, the total amount outflow on account of dividend will be '' 114.80 Lakhs subject to deduction of TDS as
applicable

TRANSFER OF AMOUNT TO GENERAL RESERVES

The entire profit has been retained in Profit & Loss Account, without transferring any amount to General Reserves.

LISTING ON BSE SME PLATFORM

During the financial year under review, the Equity Shares of the Company was listed on SME Exchange of BSE Limited
("BSE") with effect from 09^th January, 2025. The Company successfully completed its Initial Public Offering (IPO) of
4056000 Equity Shares of face value '' 10 each, aggregating to '' 2474.16 Lakhs.

The Directors would like to place on record their sincere appreciation and gratitude to Merchant Banker, Advisors,
Consultants, Regulators, Government Authorities & Departments and heartfelt thanks to all Shareholders for their
participation in the IPO and for placing their continued trust and confidence in the Company and its management.

UTILISATION OF IPO PROCEEDS

Pursuant to Regulation 32(1)(a) and 32(1)(b) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, it is hereby confirmed that there was no deviation(s) or variation(s) in the
utilization of public issue proceeds from the objects as stated in the prospectus dated 06^th January, 2025 at the end of the
financial year.

UNCLAIMED DIVIDEND AND TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There is no unclaimed/unpaid Dividend within the meaning of the provisions of Section 125 of the Companies Act, 2013.
CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

SHARE CAPITAL STRUCTURE

The Company has only one kind of issued security i.e. Equity Shares and all shares are in demat form. The Issued,
Subscribed and Paid up Capital as at 31^st March, 2025 stood at '' 1530.60 Lakhs.

The Company has allotted 37,50,000 Equity Shares of '' 10/- each as Bonus Shares on 27^th May, 2024.

The Company has issued and allotted 4056000 Equity Shares through Prospectus on 07^th January, 2025. With Effect from
09^th January, 2025, the total 15306000 fully paid Equity Shares of '' 10/- each of the Company has been listed and
admitted for trading on the BSE SME Exchange.

MAJOR EVENTS OCCURRED DURING THE YEAR

- The Company has allotted 37,50,000 Equity Shares of '' 10/- each as Bonus Shares on 27^thMay, 2024.

- The members of the Company had approved Initial Public Offering (IPO) of the Company by fresh issue of equity shares
of the Company and increase the aggregate limit for investment by the registered Foreign Portfolio Investors
(FPIs)/Foreign Institutional Investors (FIIs) and Non-Resident Indians in Equity Share Capital of the Company at Extra
Ordinary General Meeting held on 29^th May, 2024.

- During the year the Company has filed Draft Red Herring Prospectus (DRHP), Red Herring Prospectus (RHP) and
Prospectus with BSE Limited at SME Exchange to raise money from the public via listing of its shares/securities on BSE
SME Exchange.

No other major event which requires to report here has occurred during the year under review except mentioned
hereinabove and wherever mentioned in this report or previous report.

DETAILS OF SIGNIFICANT EVENTS AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There were no significant events or material orders passed by any governing authority against the Company including
regulators, courts or tribunals which could impact the going concern status and Company''s operations in future.

CORPORATE GOVERNANCE

As per Regulation 15(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015, the Compliance with the Corporate Governance provisions shall not apply to the listed entity which
has listed its securities on the SME Exchange. Since, our Company falls within the ambit of aforesaid exemption, hence
compliance with the provision of Corporate Governance shall not apply to the Company and it does not form part of the
Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company, other than specifically disclosed
in this report under particular head, occurred between the end of the financial year to which these financial statements
relate to and till the date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Disclosures of Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earning
and Outgo are furnished in Annexure-A to this report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company as at the end of the financial year.

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

Particulars of loans given, guarantees provided or investments made under Section 186 of the Companies Act, 2013 are
furnished in the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The details of contracts or arrangements or transactions were made in the ordinary course of business and on arm''s
length basis with related parties as defined under Section 188 of the Companies Act, 2013 during the year. There were no
material contract or arrangements or transactions with related parties. Therefore, no disclosure is required to furnish by
the Company.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and rules made thereunder, the Annual
Return as on 31^st March, 2025 is available on the website of the Company at www.parmeshwarmetal.com.

MANAGEMENT DISCUSSION AND ANALYSIS

Global Economic Overview

Globally, 2024 has been an eventful year. The year witnessed unprecedented electoral activity on the political front, with
more than half of the global population voting in major elections across countries. Meanwhile, adverse developments like
the Russia-Ukraine conflict and the Israel-Hamas conflict increased regional instability.

These events impacted energy and food security, leading to higher prices and rising inflation. Cyberattacks also became
more frequent and severe, with growing human and financial consequences due to the increasing digitisation of critical
infrastructure. Geopolitical tensions, have reshaped global trade. Geopolitical risks and policy uncertainty, especially
around trade policies, have also contributed to increased volatility in global financial markets.

Nonetheless, global economic growth has remained fairly moderate. The global economy grew by 3.3 per cent in 2023.
The International Monetary Fund (IMF) has projected growth of 3.2 per cent and 3.3 per cent for 2024 and 2025,
respectively. Over the next five years, global growth is expected to average around 3.2 per cent, which is modest by
historical standards. While the overall global outlook remains steady, growth varies across different regions.

Geopolitical risks remain elevated due to ongoing conflicts, which pose significant risks to the global economic outlook.
These risks can influence growth, inflation, financial markets, and supply chains. An intensification of the evolving
conflicts in the Middle East, or the Russia-Ukraine conflict, could lead to market repricing of sovereign risk in the affected
regions and disrupt global energy markets. The oil market is well-supplied for now. However, any damage to energy

infrastructure could tighten supply, adding uncertainty to the global economic outlook.

The overall picture is encouraging. Aggregate GVA surpassed its pre-pandemic trend in Q1 FY25, and it now hovers above
the trend in the H1 FY25. The agriculture sector remains strong, consistently operating well above trend levels. The
industrial sector has also found its footing above the pre-pandemic trajectory. The robust rate of growth in the recent
years has taken the services sector close to its trend levels (Source: Economic Survey 2024-25).

Emerging markets such as China and India are expected to show stronger growth in 2025 and in 2026 despite global
uncertainties. Even so, economies are expected to stay resilient by adopting new technologies and implementing
strategic policy measures.

Indian Economy Overview

India''s GDP at constant (2011-12) prices grew by 6.7 per cent and 5.4 per cent in Q1 and Q2 FY25, respectively. This implied
a real GDP growth of 6.0 per cent in the first half of the current fiscal.

The moderation in real GDP growth can be traced to a softening of growth in Gross Fixed Capital Formation (GFCF) from
10.1 per cent in H1 FY24 to 6.4 per cent in H1 FY25. Q1 FY25 witnessed a slowdown in capital expenditure across different
levels of government on account of the conduct of the general elections. Private sector investment growth may have
remained subdued thus far in FY25 on account of the domestic political timetable, global uncertainties and
overcapacities.

An additional reason for the slowdown in capital formation growth in Q2 FY25 may have emanated from the moderation
in residential investment by households in this quarter, which is on the back of a sharp uptick over the last few quarters.
The slowdown in investment activity is likely temporary.

Green shoots in capital formation are visible. Union government capex is up 8.2 per cent in July - November 2024 and is
expected to pick up further pace. As India''s economy continues to expand, the growth process has been ably supported
by stability on fronts such as inflation, fiscal health, and balance of payments.

In gauging the health of the global economy, understanding the trends in inflation is essential. While global inflation
peaked in 2022 due to supply chain disruptions and geopolitical tensions, it has declined since then, aided by policy
measures. In India, retail inflation eased in FY25 due to timely interventions by the government and the Reserve Bank of
India. Core inflation reached its lowest point in a decade, while food inflation was affected by supply chain disruptions and
adverse weather conditions.

India''s headline inflation, measured by the Consumer Price Index (CPI), has moderated in FY25 (April-December)
compared to FY24. This decline is primarily due to a significant decrease in core inflation, which dropped by 0.9
percentage points between FY24 and FY25 (April-December). The RBI and the IMF have projected that India''s consumer
price inflation will progressively align towards the inflation target in FY26.

To realise its economic aspirations of becoming Viksit Bharat by the time of the centenary of independence, India needs to
achieve a growth rate of around 8 per cent at constant prices, on average, for about a decade or two. While the desirability
of this growth rate is unquestionable, it''s important to recognise that the global environment- political and economic -
will influence India''s growth outcomes. The projections for India from the lens of the World Economic Outlook (WEO) of
the International Monetary Fund as recently as October of FY25 are sanguine. The IMF WEO projects India to become a
USD 5 trillion economy by FY28 and reach a size of USD 6.307 trillion by FY30. This translates into an annual nominal
growth rate of nearly 10.2 per cent in USD terms for FY25 to FY30.2. So, the IMF expects India to grow at a significantly
higher rate of 10.2 per cent in dollar terms in the next five years.

It may be emphasised that India has made significant strides in promoting renewable energy and boosting domestic
manufacturing of renewable energy equipment through initiatives such as the Production-Linked Incentive (PLI)
scheme. The PLI scheme aims to enhance India''s manufacturing capabilities in key sectors, including solar panels, wind
turbines, and battery storage, by offering incentives to domestic manufacturers. The domestic manufacturing efforts
under the PLI scheme are expected to significantly support India''s renewable energy targets by reducing costs,
improving energy security, and boosting employment. Domestic capacities are being built. For now, India sources 75 per
cent of lithium-ion batteries from China, and it has near negligible production capacity for key components like

polysilicon, ingots, and wafers.

Viksit Bharat@2047 envisions India as a developed nation by 2047, the centenary of our independence. This would entail
sustained economic growth of close to 8 per cent every year for at least a decade. To achieve this growth, the investment
rate must rise to approximately 35 per cent of GDP, up from the current 31 per cent. Additionally, it will be essential to
develop the manufacturing sector further and invest in emerging technologies such as AI, robotics, and biotechnology.
India will also need to create 78.5 lakh new non-farm jobs annually till 2030, achieve 100 per cent literacy, develop the
quality of our education institutions, and develop high-quality, future-ready infrastructure at scale and speed.

In the global manufacturing space, high-income countries have lost a significant part of their share during the last
decade. This was largely gained by the upper middle income countries, mainly based on China''s strength. The share of
lower middle-income economies did not, in general, increase. Yet, India managed to improve its share in the pie and
global presence. However, with 2.8 per cent of the global share in manufacturing, compared to China''s 28.8 per cent, India
has a large opportunity to climb up the ladder. India also has a substantial scope to improve the contribution of the
industrial sector in GDP in relation to its comparator countries (Source: Economic Survey 2024-25).

Industry Structure and Developments

Recently, the global manufacturing is facing a range of challenges, including persistent supply chain disruptions, political
instability, pressure to reduce emissions and move towards renewables, increased logistics costs and other effects of
regional conflicts. As a result, the global manufacturing output rose modestly by 0.4 per cent only in the third quarter of
2024, compared to a stronger growth of nearly 1 per cent in the previous quarter. Hence, in a rather unsupportive global
environment, it calls for lasting, coordinated efforts from all tiers of government, the private sector, the skilling ecosystem,
academia and R&D institutions, as well as financial stakeholders to enable India to realise its ambition as a manufacturing
powerhouse.

India holds a fair advantage in production and conversion costs in steel and alumina. Its strategic location enables export
opportunities to develop as well as fast-developing Asian markets.

Minerals are precious natural resources that serve as essential raw materials for fundamental industries, so the growth of
the mining industry is essential for the overall industrial development of a nation. The vast resources of numerous metallic
and non-metallic minerals that India is endowed with serve as a foundation for the expansion and advancement of the
nation''s mining industry. India is largely self-sufficient in metallic minerals including bauxite, chromite, iron ore, and
lignite as well as mineral fuels like coal and lignite. The industry has the potential to significantly impact GDP growth,
foreign exchange earnings, and give end-use industries like building, infrastructure, automotive, and electricity, among
others, a competitive edge by obtaining essential raw materials at reasonable rates.

Rise in infrastructure development and automotive production are driving growth. Power and cement industries are also
aiding growth for the sector. Demand for iron and steel is set to continue given the strong growth expectations for the
residential and commercial building industry.

Between April 2000-December 2024, FDI inflows in the metallurgical industry stood at '' 1,10,062 crore (US$ 18.06 billion),
followed by the mining '' 21,525 crore (US$ 3.50 billion), diamond & gold ornaments '' 8,905 crore (US$ 1.04 billion), and
coal production '' 119 crore (US$ 27.73 million).

India''s iron ore production increased by 0.18% to 277.83 million metric tonnes (MMT) during FY25 compared to 275 MMT
in the same period of FY24.

As per data from the Ministry of Statistics and Programme Implementation (MOSPI), India''s mining GDP increased from
'' 76,877 crore (US$ 9.25 billion) in the third quarter of FY23 to '' 82,680 crore (US$ 9.95 billion) in the third quarter of FY24.

In September 2022, exports of mica, coal & other ores and minerals including processed minerals stood at US$ 426.32
million exhibiting growth of 7.31% as compared to September 2021.

Iron and steel imports stood at US$ 14.17 billion during April-December 2023.

India''s domestic apparent copper demand is projected to reach 8.8 - 9.8 million tonnes by FY47, with per capita apparent
consumption anticipated to increase from ~1.2 kg in FY24 to 5.4 - 6 kg, reflecting a 4.5 - 5-fold growth over 23 years.

Currently, HCL is the only domestic copper miner in India. However, with new copper blocks being auctioned, long-term
domestic copper ore production is projected to reach about 21 MT, meeting only 4.6% of domestic concentrate demand.
This limited domestic supply underscores India''s heavy reliance on copper concentrate imports, making the nation
vulnerable to external market fluctuations. Additionally, growing challenges such as resource nationalism, geopolitical
tensions, declining ore grades, and a persistent lack of investment are likely to disrupt the global copper trade dynamic.
These issues could leave India with few viable options to source copper, even from major exporters like Australia, Chile,
Peru, and Zambia.

In FY24 (until January 2024), the combined index of eight core industries stood at 156.0 driven by the production of coal,
refinery products, fertilizers, steel, electricity, and cement industries.

There is a significant scope for new mining capacities in iron ore, bauxite and coal and considerable opportunities for
future discoveries of sub-surface deposits. Infrastructure projects continue to provide lucrative business opportunities
for steel, zinc, and aluminium producers. Iron and steel make up a core component for the real estate sector. Demand for
these metals is set to continue given strong growth expectations for the residential and commercial building industry.

The Government of India has also helped in the development of the metals and mining sector in India by launching key
policy initiatives. The National Mineral Policy, which was approved by the government in February 2019, has ensured
improved regulation and enforcement, more transparency, balanced social and economic growth, and sustainable
mining techniques. The policy grants industry status to the mining activities and boost private sector funding.

Additionally, it aims to facilitate the merger and acquisition of mining companies, entice private sector involvement in
exploration, and permit the transfer of mineral corridors created specifically for metals and mining leases. In the future,
both increased domestic demand and exports are projected to play significant roles in driving the industry''s expansion
and its contribution to GDP growth in a post-covid environment (Source: Economic Survey 2024-25 and
https://www.ibef.org/).

Opportunity & Threats

The metal industry is known for being cyclical and reflective of overall market conditions—demand increases during
economic booms and plummets during global recessions. The metal industry went through a low demand phase from
2014 to 2016 due to production that exceeded demand. The longevity of steel/metal products could be attributed as one
of the reasons for this low demand. The long life of steel/metal products, a minimum of 10 years depending on the
product, pushes the industry to go through a cyclic phase once every 5 to 6 years. China''s overproduction of steel
worsened this situation, leading to the country dumping its excess inventories in other countries at low prices as a result
of decreased domestic demand.

Anti-dumping tariffs are now being imposed by countries such as Europe and the United States to promote local
steel/metal manufacturing. However, there are oppositions to such policies because they could disrupt global trade and
relationships.

By 2050, global refined copper demand is expected to reach 53 million tonnes (MT) due to rapid urbanization,
infrastructure expansion, and industrialization. In addition to traditional sectors, increased demand is anticipated from
renewable energy, EVs, charging infrastructure, and AI. Despite this growing demand, supply is expected to tighten due
to factors such as the recent closure of the Cobre Panama mine and Indonesia''s ban on copper concentrate exports.
Additional challenges include declining ore grades, environmental oversight, resource nationalism, and escalated
operational costs.

The Company believes that niche opportunities exist in the Global arena which we are targeting to exploit resulting in
positive growth. The Company has accordingly built a business model tapping these opportunities and is also aligning its
strategies to utilize opportunities in the domestic market. The demand of the Company''s products is steadily increasing.

The Company is ready to take the challenges of increased demand by continuously adding capacities, investing in up
gradation of its manufacturing capacities and also striving to achieve cost efficiencies. With expanding capacity of
existing players and emergence of new entrants, competition is a sustained treat for the business of the Company.

Strategic initiatives to enhance the brand equity through enhanced marketing strategies along with the value add
products and services have been the thrust areas of the Company.

Outlook

Looking ahead to 2025, manufacturers are expected to continue to face a challenging and uncertain business climate due
to a combination of higher costs, potential policy changes following the US and global elections, and geopolitical
uncertainty. Surveyed manufacturers in NAM''s 2024 third-quarter outlook expect raw material and other input costs to
grow by 2.7% over the next 12 months.

A study showed that 1.9 million manufacturing jobs could go unfilled over the next 10 years if talent challenges are not
addressed. The study also found that roles that require higher-level skills could grow the fastest between 2022 and 2032,
and that a combination of technical manufacturing, digital, and soft skills will likely be required. As the enthusiasm
surrounding gen AI shifts from "...unbridled excitement" to "a more nuanced and critical evaluation of its real impact on
business outcomes," manufacturers have already made significant investments in AI and gen AI, and this trend is
expected to continue in 2025 and beyond.

Given the need to address elevated material and labor costs, an ongoing skills gap, and potential disruptions from
geopolitical factors, investments in digital technologies across manufacturing organizations—in other words, the push
toward smart operations—is likely to continue in 2025. Falling interest rates and the potential for growth could even
accelerate investment. Manufacturers will likely continue to prioritize investments in their digital core and data
foundation that can enable targeted, high-ROI use cases for cutting-edge technologies such as AI, gen AI, and extended
reality (XR) (Source: 2025 Manufacturing Industry Outlook).

The profit margins in the industry are under pressure. The Company is confident to meet the challenges with its strength
in marketing network, its strategic planning, Research & Development, productivity improvement and cost reduction
exercise.

Internal Control System and their Adequecy

The Company''s internal control systems are adequate, operating effectively and are commensurate with the size of
business and the same is provided through competent management, implementation of standard policies and
processes, maintenance of an appropriate audit program with internal control environment, effective risk monitoring
and management information systems. Moreover, the Company continuously upgrades these systems in line with the
best available practices.

The Board of the Company has constituted an Audit Committee, which is headed by a Non-Executive Independent
Director. The Audit Committee periodically reviews internal audit reports and brings to the notice of the Board any
significant process deviations.

Segment/Product Wise Performance

The Company has delivered a satisfactory financial and operating performance for 2024-2025. Your Company''s income
from operations for the year under review was '' 138243.37 Lakhs as compared to '' 110022.32 Lakhs of that of the
previous year whereas its gross profit stood at '' 1491.63 Lakhs vs. '' 965.10 Lakhs of previous year. This growth is attributed
to our strategic initiatives / investments and market positioning.

The Company operates in a single segment i.e. manufacturing and trading of copper wire and copper wire rods by
recycling of copper scrap and various type of metals, other metallic substances and other related products, the
Company''s main products are copper wire and copper wire rods and that are ideally suited for a wide array of applications.

Risk and Concern

Global economic uncertainties have affected India''s economy, Key risks synonymous to industry include the global
recessionary trend, economic slowdown, increase in financial charges, non availability (or undue increase in cost) of raw
materials, such as metal and labour etc., coupled with market fluctuations. The Company does not apprehend any
inherent risk in the long run, with the exception of certain primary concerns that have afflicted the progress of our

industry in general, like:

• Shortage of Labour

• Rising manpower and material costs,

• Dependency on Suppliers for raw material

• Limited Regional Reach

The Company is exposed to risks from market fluctuation of interest rate, currency and commodities market.

Risk Appetite is driven by the following:

• Health and Safety of our employees and the communities in which we operate are our prime concern and our
operating strategy is focused on the above objective.

• All business decisions are aligned to the Code of Conduct of the Company.

• Management actions are focused on continuous improvement.

• Environment and Climate Change impacts are assessed on a continuous basis.

• The long-term strategy of the Company is focused on generating profitable growth and sustainable cash flows that
creates long-term stakeholder value.

Analysis of Financial Performance / Discussion of Financial Performance with Respect to Operational
Performance

The summary of previous two years financial results is given below:

FINANCIAL HIGHLIGHTS	2024-2025 Rupees in Lakhs	2023-2024 Rupees in Lakhs
Revenue from operations	138243.37	110022.32
Other income	268.96	223.53

The Company continued to focus on improving operational efficiency leading to better returns for the shareholders.
Further, the Company has significantly enhanced its operational performance by establishing prudent risk management
framework.

Material Development in Human Resources / Industrial Relationship Front, Including Number of People
Employed

Human resource practices and policies of the Company ensure that all employees, wherever they work, whatever their
role is, are always treated equally, fairly and respectfully. We maintain consistent and transparent diversity policies.

Our human resource team believes in personnel management, which involves planning, organizing, directing and
controlling of the recruitment and resource management, training & development, compensation, integration and
maintenance of people for the purpose of contributing to organizational, individual and social goals.

People power is one of the pillars of success of Company. As on 31^st March, 2025, the Company employs 4 employees. The
Company aims to retain and develop the existing employees and align their goals with the common business vision and
mission.

Key Ratios

During the financial year, the details of significant change in the key financial ratios i.e. change of more than 25.00 % as
compared to the previous year along with the detailed explanation is summarized below:

Sr. No.	Particulars	2024-2025	2023-2024
1	Current Ratio	4.47	2.13
2	Debt-Equity Ratio	0.16	0.59
3	Debt Service Coverage Ratio	9.14	5.20
4	Return on Equity Ratio	15.51%	19.10%
5	Inventory Turnover Ratio	113.67	80.47
6	Trade Receivables Turnover Ratio	51.68	52.46
7	Trade PayablesTurnover Ratio	274.55	209.53
8	Net Capital Turnover Ratio	23.40	37.95
9	Net Profit Ratio	0.79%	0.65%
10	Return on Capital Employed	20.36%	20.27%

Positive change of Current Ratio is due to increase in sundry debtors, advance given for the fixed assets and raw materials
and decrease in current liabilities.

Negative change of Debt-Equity ratio due to repayment of unsecured loans during the period and increase in Equity due
to Initial Public Issue.

Positive change of Debt Service Coverage Ratio is due to increase in EBITA and reduction of interest expense on account
of repayment of unsecured loans.

Positive change of Inventory Turnover Ratio is due to decrease in the inventory level.

Positive change in the Trade PayablesTurnover Ratio is due to decrease in Trade payables.

Negative change in the Net Capital Turnover Ratio is due to increase in Net Working Capital.

Positive change in Net Profit Ratio is due to increase in profitability.

Disclosure of AccountingTreatment

The Company has followed the same Accounting Standard as prescribed in preparation of Financial Statements and has
complied with the applicable norms and standards.

CAUTIONARY NOTE Certain statements in this Report may be forward-looking and are stated as may be required by
applicable laws and regulations. Actual results may vary from those expressed or implied, depending upon economic
conditions, government policies, regulations, tax laws, other statutes and other incidental/related factors.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your
Directors make the following statements in terms of clause (c) of sub-Section (3) of Section 134 of the Companies Act,
2013, which states that:

(a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with
proper explanation relating to material departures;

(b) the Directors 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) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and

detecting fraud and other irregularities;

(d) the Directors 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 were operating effectively; and

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

SECRETARIAL STANDARDS

The Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
DEPOSITS

The Company has neither accepted nor renewed any deposits. During the year under review, the Company has received
unsecured loans which exempt under the deposit rules in terms of the Companies (Acceptance of Deposits) Second
Amendment Rules, 2015 are furnished in the financial statements.

DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP) AND DECLARATIONS

As on 31^st March, 2025, the Board consists of;

1. Mr. Shantilal Kailashchandra Shah - Managing Director

2. Mr. Suchitkumar Maheshbhai Patel - Whole-time Director

3. Mr. Piyush Giriraj Shah - Director

4. Mr. Dipak Shantilal Jagetiya - Director

5. Ms. Mayura Dinesh Marathe - Director

Mr. Suchitkumar Patel (DIN: 06372699), Director of the Company, is liable to retire by rotation at the ensuing Annual
General Meeting (AGM) and being eligible offers himself for re-appointment.

There was no other appointment or resignation of Director/KMP during the year under review except mentioned
hereinabove and wherever mentioned in this report or previous report.

The Board of Directors of the Company hereby confirms/declares that the Independent Directors duly appointed by the
Company have submitted declarations and that they meets the criteria of independence as provided under Section
149(6) of the Companies Act, 2013 along with Rules framed thereunder and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 to the extend applicable to the Company.

Mr. Shantilal Shah, Managing Director, Mr. Suchitkumar Patel, Whole-time Director, Mr. Vijay Shah, Chief Financial Officer
and Ms. Dhara Motka, Company Secretary are the Key Managerial Personnel of the Company.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms
of Section 164 of the Companies Act, 2013 and not debarred or disqualified by the SEBI / Ministry of Corporate Affairs
(MCA) or any such statutory authority from being appointed or continuing as Director of the Company or any
other Company where such Director holds such position.

MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, 16 (Sixteen) Meetings of the Board of Directors were held on 10/04/2024, 01/05/2024,
24/05/2024, 27/05/2024, 29/05/2024, 14/06/2024, 25/06/2024, 30/06/2024, 30/08/2024, 05/09/2024, 25/11/2024,
01/12/2024, 28/12/2024, 06/01/2025, 07/1/2025 and 05/3/2025.

EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

A detailed exercise for evaluation of the performance of the Board, its various Committees and also the performance of
individual Directors pursuant to the provisions of the Act and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 was carried out by the Board by way of structured

questionnaire and Directors were satisfied with the evaluation process. The performance evaluation of the Independent
Directors was carried out by the entire Board excluding the Independent Director being evaluated. The Directors
expressed their satisfaction with the evaluation process. The performance of the Board and that of its Committees were
evaluated on the basis of various parameters like adequacy of Composition, Board Culture, Execution and Performance of
specific duties, Effectiveness of Board processes, Effectiveness of Committee meetings, Obligations and Governance etc.
Whereas the evaluation of individual Directors and that of the Chairman of the Board was on the basis of various factors
like their attendance, level of their engagement, their contribution, and independency ofjudgment, their contribution in
safeguarding the interest of the Company and other relevant factors. The Board and Committees put sufficient efforts to
safeguard the interest of the Company.

CODEOFCONDUCT

The Code of Conduct for all Board members and Senior Management of the Company have been laid down and are being
complied with in words and spirit. All the Board Members and Senior Management personnel have affirmed compliance
with the code of conduct.

STATUTORY AUDITORS AND AUDIT REPORT

The period of appointment of M/s. Gattani & Associates, Chartered Accountants (Firm Registration No. 103097W), as
Statutory Auditors of the Company expires on the day of ensuing Annual General Meeting (AGM). Accordingly on
completion of term of appointment, the Audit Committee and Board of Directors at their meeting held on 20^th August,
2025 recommend appointment of M/s. Shah & Shah, Chartered Accountants (Firm Registration No. 131527W),
Ahmedabad as the Statutory Auditors of the Company for a term of 5 (five) years from the conclusion of the ensuing AGM
till the conclusion of AGM to be held in FY 2029-30. They have confirmed that they are not disqualified from appointing as
Auditors of the Company.

The Report given by the Auditors on the financial statement of the Company is part of this Report. There has been no
qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

SECRETARIAL AUDITORS AND AUDIT REPORT

The Board of Directors of the Company has appointed M/s. Alpesh Vekariya & Associates, Company Secretaries, to
conduct the Secretarial Audit of the Company for financial year 2024-25.

In accordance with Section 204 of the Companies Act, 2013 read with Rules made thereunder and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations")
to the extent applicable to the Company, the Report given by the Secretarial Auditor form part of this Report. There has
been no qualification, reservation, adverse remark or disclaimer made by the Secretarial Auditors in their Report.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and the Listing Regulations to the extent applicable to the Company
and on the basis of recommendations of the Audit Committee, the Board of Directors at its meeting held on 15^th May, 2025
had approved and recommended the appointment of M/s. Alpesh Vekariya & Associates, Company Secretaries (Firm
Registration No.: S2018GJ652400), as Secretarial Auditor of the Company for audit period of five consecutive years
commencing from FY 2025-26 till FY 2029-2030 and for good governance, the appointment proposed for approval of the
Members at the ensuing AGM.

INTERNAL AUDITORS, AUDIT REPORT AND COMPLIANCE

In terms of the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules,
2014, M/s. R N C A & Associates, Chartered Accountants, was appointed as Internal Auditor of the Company for the
financial year 2024-25, who regularly carries out the Internal Audit of the Company.

All Audit Reports are regularly placed before the Audit Committee at Committees'' meetings. After providing due
explanations, the Company adopts the final suggestions and necessary effects are given in accounting process and
system of the Company. There are no qualifications, reservations or adverse remarks or disclaimer made by the Internal
Auditors in their Reports.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control commensurate with its size and nature of its business to safeguard
and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded
and reported to the Management. The Company is following all the applicable Accounting Standards for properly
maintaining the books of accounts and reporting financial statements. The Management and Internal Auditors of the
Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company.

MAINTAINANCE OF COST RECORDS & COST AUDIT

The Company is required to maintain cost records as prescribed by the Central Government under Sub-Section 1 of
Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014. Further your
Company has always been compliant of the same.

The Board of Directors has appointed M/s. Borad Sanjay B & Associates., Cost Accountants, as the Cost Auditors of the
Company to audit the cost accounting records of the Company for the financial year 2025-26. As required under the
Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the members of the
Company for their ratification at the ensuing Annual General Meeting (AGM). Accordingly, a resolution seeking member''s
ratification of the remuneration payable to said auditor is included in the Notice convening the 09^th AGM.

CORPORATE SOCIAL RESPONSIBILITY (''CSR'') COMMITTEE & DETAILS OF POLICY DEVELOPED AND
IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The constitution of CSR Committee is in terms of the Provisions of Section 135(9) of the Companies Act, 2013.

The Corporate Social Responsibility (CSR) Committee consists of the following Members:

1. Mr. Piyush Shah - Non-Executive Director - Chairperson

2. Mr. Dipak Jagetiya - Independent Director - Member

3. Mrs. Mayura Dinesh Marathe - Independent Director - Member

During the year under review, 02 (Two) Meeting of members of CSR Committee were held on 05/09/2024 and 05/03/2025.

Company''s CSR initiatives and activities undertaken are aligned to the requirements of Section 135 of the Act and rules
made thereunder. The CSR Policy of the Company as approved by the Board on the recommendation of the CSR
Committee is available on the website of the Company at https://www.parmeshwarmetal.com/policies/

The Annual Report on CSR Activities undertaken by the Company during the financial year is annexed as Annexure-B and
forms part of this Report.

NOMINATION AND REMUNERATION COMMITTEE AND COMPANY''S POLICY RELATING TO DIRECTORS''
APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The constitution of Nomination and Remuneration Committee is in terms of the provisions of Section 178(1) of the
Companies Act, 2013 and the Company has devised policy relating to appointment of Directors, payment of Managerial
remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as
provided under Section 178(3) of the Companies Act, 2013.

The Nomination and Remuneration Committee consists of the following Members:

1. Mr. Dipak Jagetiya - Independent Director - Chairperson

2. Mrs. Mayura Dinesh Marathe - Independent Director - Member

3. Mr. Piyush Shah - Non-Executive Director - Member

During the year under review, 04 (Four) Meetings of members of Nomination and Remuneration Committee were held on
10/04/2024, 14/06/2024, 05/09/2024 and 05/3/2025.

The role and responsibilities, Company''s policy on Directors'' appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a Directors and other related matters are in conformity
with the requirements of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 to the extent applicable to the Company.

AUDIT COMMITTEE

The constitution of Audit Committee is in terms of the provisions of Section 177 of the Companies Act, 2013.

The Audit Committee constituted consists of the following Members:

1. Mr. Dipak Jagetiya - Independent Director - Chairperson

2. Mrs. Mayura Dinesh Marathe - Independent Director - Member

3. Mr. Piyush Shah - Non-Executive Director - Member

During the year under review, 08 (Eight) Meetings of members of Audit Committee were held on 10/04/2024, 01/05/2024,
24/05/2024, 25/06/2024, 05/09/2024, 25/11/2024, 1/12/2024 and 05/03/2025.

The role, terms of reference, authority and powers of this Committee are in conformity with the requirements of the
Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 to the extent applicable to the Company. Besides having access to all the required information from
within the Company, the Committee can obtain external professional advice whenever required. The Committee acts as a
link between the Statutory and Internal Auditors and the Board of Directors of the Company. It is authorised to select and
established accounting policies, review reports of the Statutory and Internal Auditors and to discuss their findings,
suggestions, and other related matters and to implement their suggestions. Committee also looks after Management
Discussion financial conditions and results of operations. The Committee is empowered to recommend the appointment
and removal of Statutory and Internal Auditors.

STAKEHOLDERS RELATIONSHIP/INVESTOR GRIEVANCES COMMITTEE

The constitution of Stakeholders Relationship/Investor Grievances Committee is in terms of the provisions of Section
178(5) of the Companies Act, 2013.

The Stakeholders Relationship Committee consists of the following Members:

1. Mr. Piyush Shah - Non-Executive Director - Chairperson

2. Mr. DipakJagetiya - Independent Director - Member

3. Mrs. Mayura Dinesh Marathe - Independent Director - Member

During the year under review, 02 (Two) Meetings of members of Stakeholders Relationship Committee were held on
05/09/2024 and 05/03/2025.

The Committee reviewed redressal of Investors'' Grievances. The Committee has also taken steps to strengthening
investors'' relations;

a) Number of Shareholders'' complaints received during the financial year: Nil

b) Number of complaints not solved to the satisfaction of Shareholders: Nil

c) Number of pending complaints: Nil

RISK MANAGEMENT POLICY

The Company was already having risk management system to identify, evaluate and minimize the business risks. The
Company had formalized the same by adopting Risk Management Policy. This policy intends to identify, evaluate monitor
and minimize the identifiable risks in the organization. The Committee and Board of Directors have developed systems
and controls for the improvement in quality and for cost cutting. The risk management policy of the Company is being
implemented and evaluated by the Committee and Board at various intervals of time.

REMUNERATION POLICY

Remuneration to Managing Director: The remuneration paid to Managing Director is recommended by the
Nomination and Remuneration Committee and approved by Board of Directors and Shareholders of the Company. The

remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities
shouldered, industry standards as well as financial position of the Company.

Remuneration to Non-Executive Directors: No remuneration is being paid to the Non-Executive Directors except
sitting fees to the Independent Directors of the Company.

The Policy is available on the Company''s website - https://www.parmeshwarmetal.com/policies/

DISCLOSURE OF REMUNERATION RATIO

The particulars of ratio of remuneration of Director, KMP and employees, more particularly described under Section
197(12) of the Companies Act, 2013 and Rules 5 of Companies (Appointment and Remuneration of Managerial Personnel)
Rules 2014 are given in Annexure-C to this Report.

PARTICULARS OF EMPLOYEES

During the year under Report, there were no Employees covered by Section 197 of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

ESTABLISHMENT OF VIGIL MECHANISM

In compliance with Section 177 of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Vigil Mechanism/Whistle
Blower Policy (Mechanism) for its Stakeholders, Directors, and Employees to report concerns about unethical behavior,
actual or suspected fraud, or violation of the Company''s Code of Conduct policy.

This Mechanism also provides for adequate safeguards against victimization of Director(s) / Employee(s) / Stakeholders
who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee and we affirm that
no personnel has been denied access to the Audit Committee. The aforesaid mechanism is available on the website of the
Company at https://www.parmeshwarmetal.com/policies/

LISTING AGREEMENT WITH STOCK EXCHANGES

Pursuant to the provisions of listing agreement with stock exchanges, the equity shares of the Company are listed on BSE
SME Exchange and annual listing fees has been paid to the said Stock Exchange for the financial year 2025-26.

DEPOSITORY SYSTEM

Your Company has established electronic connectivity with National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL). The ISIN Number of your Company for both NSDL and CDSL is INE0QQJ01021.

PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended, the Company has formulated and adopted the revised"Code of Conduct for Prevention of
Insider Trading" ("the Insider Trading Code"). The object of the Insider Trading Code is to set framework, rules and
procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of the
Company. During the year, the Company has also adopted the Code of Practice and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information ("the Code") in line with the SEBI (Prohibition of Insider Trading) Amendment
Regulations, 2018. The Code is available on the Company''s website - https://www.parmeshwarmetal.com/policies/

RATING

The following Rating has assigned by CRISIL for Bank Loan Facilities availed by the Company:

• Long Term Rating: CRISIL BBB-/Stable

• Short Term Rating: CRISIL A3

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013 AND OTHER DISCLOSURES

The Company has zero tolerance for sexual harassment at workplace and the Company has, in place, a Policy for
prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at
the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up
by the Company in compliance with the provisions of the said Act to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a
summary of complaint(s) relating to child labour, forced labour, involuntary labour, sexual harassment received and
disposed-off during the year:

(a) Number of complaints pending in the beginning of the financial year: Nil

(b) Number of complaints filed during the financial year: Nil

(c) Number of complaints disposed of during the financial year: NA

(d) Number of cases pending for more than ninety days: Nil

(e) Number of complaints pending as on end of the financial year: Nil

STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company confirms compliance with all applicable provisions of the Maternity Benefit Act,1961. Necessary policies
and support systems are in place to ensure the welfare of women employees, and no instances of non-compliance were
reported during the year.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR

Not Applicable

THE 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

Not Applicable

REPORTING OF FRAUDS

There have been no instances of fraud reported by the statutory auditors under Section 143(12) of the Act and rules
framed thereunder.

GREEN INITIATIVE

In accordance with the ''Green Initiative'', the Company has been sending the Annual Report/Notice of AGM in electronic
mode to those Shareholders whose Email Ids are registered with the Company and/or the Depository Participants. Your
Directors are thankful to the Shareholders for actively participating in the Green Initiative.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation to all the employees for their continued effort towards the
growth of the Company and would also like to express their thanks to the shareholders, bankers, customers, business
associates, clients, creditors and consultants for their continued support extended to your Company during the year
under review. The Directors also thank the Government and concerned Government departments and agencies for their
co-operation.

For and on behalf of the Board of Directors

Piyush Shah
Chairman
DIN: 00286242

Date: 20^th August, 2025
Place: Dehgam

---

Mar 31, 2024

Your DbetOtt take pleasure in presenting the fl8* Annual Report cm the business and operations cf your
Company along with the Audited financial statements of the Company (or the financial year ended 31^-
March, 2024.

FINANCIAL PERFORMANCE SUMMARY

Tlx? Company''s financial performances for tlx; year under review along with comparative figures for the
previous financial year are eiven liereundcr:

	As at 31.03.2024	As at 31.03.2023
''4	Rupees in Lakhs	Rupees in Lakhs
Revenue from operations	110022.81	97194.01
Other income	223.52	76.62
Total income	1102 46 J3	97270M
Profit/Iivvif*) before Interest ojk! depreciation/amortization	1305.74	145547
Lm Finance oast	254.12	171.60
Profit/ losa(-) before depreciation/ amortua to	1051.62	128427
Less Deprecution/nmortt/ation	86.52	79.82
Prof it/Ins«H before tax	965.10	1204.45
Less: Tax expenses
Current tax	24929	298 00
S)wvn/c*cc*A(’) j* ovixion fur taxes of cat lire yean (not)	5.14	363
Deferred ta* charge/credil(-)	(2.02)	6.66
Profi^lnssH after tax	712.69	8%.lb
Profit and loss balance brought forward from previous year	2169.00	1272.84
Less: Amount transfer to Capital Redemption Reserve	-	•
Appropriations:
Less Interim dividend paid	.	•
Tax on interim dividend paid	.
Profit and lo*s balance carried to balance sheet	2881.69	2169.00

REVIEW OF OPERATIONS

The Company a engaged in the businch* of manufacturing and trading of various type of metals, other
nvctallk substances and other related products, the Company''s main products are Copper Wm* and
Copper Wife Rods Youi Company''s income from operations for the year under review wav INR
110002 SI Lakhs as compared to INR 97394 01 Lakiis of that of the previous year whereas its gross profit
stood at INR 965.10 Lakhs v*. INR 1204 45 Lakhs of previous year.

DIVIDEND

With a view to conserve resources for future growth, the Board do not reannmwnd dividend for the
financial year under review.

TRANSFER OF AMOUNT TO GENERAL RESERVES

The entire profit has been retained in Profit U Loss Account, without transferring any amount to General
Reserves.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND

There i* no unclaimed/unpaid Dividend Within the meaning of the provisions of Section 125 of the
Companies Act 2013.

CHANGE IN THE NATURE OF BUSINESS, IF ANT

During the year under review, there has been no change in the nature of business of your Company
SHARE CAPITAL STRUCTURE

The Company has only one kind of tamed aocurtty i.v Equity Shares and all stares arc in demat form. The
Issued. Subscribed and Paid up capital as at 31" March. 202-5 stood at INK 75000 Lakhs

During the year under review, the Authorised Capital oi the Company has been increased to LNR 2500.00
Lakhs with the approval of the members of the Company at their Extra Ordinary General Meeting held on
21** August 2023.

During the year under review, the nominal value of Equity Shares and Preference Share# of the Company
were subdivided from the existing nominal value of Rs. 100/- each to the nominal value of R*. 10/- each
with the approval of the members of the Company at their Extra Ordinary General Meeting held on 11*
December, 2023.

The Company ha# allotted 37,50.000 Equity Shares of R#. 10/- each a* Bonus Share* on 27^ May. 2024.

(at I#*ue of shares, debentures, bonds, warrant# or other convcrtihlr/non-converiible securities

The Company ha# not issued such kind of shares or securities during the year under review.

tb) Issue of equity shares with differential rights

The Company has not issued such kind of shares during the year under review.

(c) Huy back of Securities

The Company has not taught back any of its securities during the year under review.

(d> Sweat Equity

Die Company has not issued any Sweat Equity Shares during llie year under review.

(c) Bonus Shares

No Bonus Shaic# were issued during the year under review
(f) Employee* Stock Option Plan

Die Company has not provided any Stock Option Scheme to 111* employer*.

MAJOR EVENTS OCCURRED DURING THE YEAR

- During the year under review, the Authorised Share Capita! of the Company has bom increased from
INK 850X10 Lakhs to 2500.00 Lakhs.

- During die year under review, the Board of Director* of the Company in their meeting held on 04"
December. 2023 had identified Mr Shantilal Kaitoshchandra Shah. Mr. Suchitkumar Maheshbhai
Patel Mr. Piyush GinraJ Shah. Mr. Parth Mahcshhhai Pate!. Mr Radheshyam Jonkilol Shah. Mr Pratik
Kadheshyam Shah and Mrs. Kailatbm Radhohyam Shah as the promoters of the Company

- During the year under review, the nominal value of Fruity Shares and Preference Shires of the
Company went subdivided from the existing nominal value of Rs, 100/- each to the nominal value of
R*. 10/- each

- During the year under review, tho Company was converted from "Private Limited* to ''Public
Limited'' and consequently the name of the Company chang''d from ''PARMESHWAR METAL
PRIVATE LIMITED" to "PARMESHWAR METAL LIMITED^- by deleting the word ''PRIVATE*
Wore the word "LIMITED* vide Fresh Certificate of Incorporation issued by the Registrar of
Companies on 04^e January. 2024 for growth and expanrvioo of business of the Company and invite
public participation in to the equity capita! of the Company

- The Company has allotted 37,50.000 Equity Shares of Rs 10/- each ns Bonus Sturm on 27* May. 2024.

• The members of the Company had approved Initial Public Offering (IPO) of the Company by fresh
issue of equity shares of the Company and increase the aggregate limit for investment by the
registered Foreign Portfolio Investors (Finn)/Foreign Institutional Investors (Fils) and Non-Resident
Indians m Equity Share Capital of the Company at Extra Ordinary Oiwal Meeting lurid on 29* Stay.
2024.

- In view of the same, die Company hut filed Draft Red Herring Prospectus with BSE Limited at SME
Platform on 30* June. 2024 lo raise money from the public via listing of its iharcu/seewittes on BSE
SME platform and filed application for In Principle approval on 23^s* July, 2024

No major event which requires to report here has occurred during the year under review except
mentioned hereinabove.

DETAILS OF SIGNIFICANT EVENTS AND MATERIAL ORDERS PASSED BY THE
REGUlATOR.SAIOURTS/rRIBU.N’ALS IMPACTING THE GOING CONCERN STATUS AND
COM PAN VS OPERATIONS IN FUTURE

TJwrc wvtc no significant event* or material orders passed by any governing authority against the
Company tnduduig regulator*, courts or tribunals which could impact tltc going concern status and
Company''s operations in future

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSH ION OF THE
COMPANY

No material changes and commitments affecting the financial position of the Company, otlwr than
specifically dwdoned in this report under particular lieod, occurred between tlie end of the finarerial year

to which these financial statements relate tp and till the date cl this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

Disclosures of Particular* with respect to Conservation of Energy, Technology Absorption and Foreign
Exchange Earning and Outgo arc furnished in AmiexareA to this report

RI5K MANAGEMENT POMCY

The risk management policy of the Company is determined by the Board ol Directors The Board of
Director* identifies elements ol risk, il any, which in its opinion may threaten the existence of Company.
Die objective of the mechanism i> to minimize the impact ol risks identified and taking advance actions
to mitigate them. The common risks inter alia are changing Regulatory framework. Competition, Market
rok Business Rink which intcr-alin, further includes production risk, financial risk, political nsk, fidelity
risk, legal risk, technology obeolwcence, investments, retention of talent and expansion of facilities. The
Board of Directors have developed systems and controls for the improvement in quality and for coat
cutting The nsk management policy of the Company is being implemented and evaluated by the Board
at various intervals of time.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE & DETAILS OF POLICY
DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES

The ccimiitutum of CSR Committee is not applicable to the Company pursuant to Section 135{9) of die
Companies Act 2013 even though on voluntary basts, the Company has constituted CSR Committee
wjtJ. Ol* February, 2024 with following members.

1. Mr. Piyush Shah - Non-Executive Director - Chairperson

2 Mr. Dipak Jagetiva - Independent Director - Member

3. Mrs, Khuiihboci Agnrwa! - Independent Director - Member

Due to rei.igr.tUon of Mis. Ktmsliboo Ag.mv.il from tlie post of Independent Director and appointment of
Mrs. Muyura Dinah Mara the as an Independent Director of the Company, the CSR Committee ha* born
re-constituted w.c.f. 14^rti June, 2024 with fallowing member*;

T Mr. Piyush Shalt - Non-Executive Director - Chairperson

1 Mr Dipak Jagctiya - Independent Director - Member

3 Mr* May ura Dinesh Marathe - Independent Director - Member

During Uw year under review. 01 (One) Meeting of members of CSR Committee wa* held on 12/03/2024

Die CSR l^slicy ot the Company ox approved by the Board on the locoitunundatiun of the CSR Committer
is available on llu* Website of die Company at www.parTncxhwarmctal.conv

During ihc financial year the Company hoi spent toward* CSR In term* of provisions of Section 135 ol
the Companies Act 2013. D*c Annual Report on CSR Activities undertaken by die Company during die
financial year ti annexed a* Annevure-B and form* part of thb Report

SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

The Company doc* iux have any Subsidiary, J6iol Venture or A*»dafce Company a* at the end of the
fmnnciai year.

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

Particular* of loan* given, guarantee* provided or investment* made under Section 186 of the Companies
Act 2013 are furnished tn the financial statement*.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The detail* ul contract or arrangements made with related parties a* defined under Section 188 of the
Companies Act. 2013 during the year under review are furnished in Anne*ure-C

EXPLANATION OK COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS

Then? Here no qualification*, reservations or had advene remark* made by the Auditor* in their reports
ANNUAL RETURN

Punuont to Section 92<3) read with Soctkin 134(3)(a) of the Companies Act 2013 and rules made
thereunder, the Annual Return a* on 31- March. 2024 is available on the website of the Company at
www patmmhwanttclnlxonv

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provision® of Section 134(5) of the Companies Act. 2013 the Board hereby submit*
ito responsibility Statentent that:

(a) in the preparation of the annual account*, the applicable accounling standards had been followed
along with prnpcT explanation relating to material departure*;

(b) the directors had selected such accounting policies and applied them consistently and made
judgments and estimate* that air reasonable and prudent to a* to give a true and fair view of the
state of affair* of the Company at the end of the financial year and of the profits of the Company for
that period.

(cj the directors liad taken proper atul sufficient care fur the maintenance of adequate accounting records
in accordance with the provision* of this Act for safeguarding tlx* assets of the Company and for
preventing and detecting fraud and other irregularities;

(d) the directors had prepared fbe annual accounts on a going concern basis; and

(ej the director* had devised proper cyatrtttt to mmuiv compliance with the provision* of oil applicable
laws and that such systems were adequate and operating effectively

SECRETARIAL STANDARDS

the Company ha* compiled with applicable Secretarial Standard* tewed by the Institute of Company
Secretaries of India.

DEPOSITS

The Company has neither accepted nor renewed any deposits During the year under review, the
Company has received unsecured loam which exempt under tJ%e depart rules in terms of the Companies
< Acceptance of Deposits) Second Amendment Rules. 2015 are furnished in the financial statements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As on 31" March* 2024. die Board consist* of;

1. SHK15H ANTILAL KAJLASHCHANDRA SHAH (DIN: 03297556)

2. SHR1 SUCHITKUMAR MAHESHBHAJ PATEL (DIN: 06372699)

3. SHRIP1YUSH GIR1RAJ SHAH (DIN: 00286242)

4. SHRI D1PAK SHANTILAL lAGETlYA (DIN: 03204123)

(trpyw''nloi wx.f 0J^rt Mmary. 2024)

5. 5MT. KHUSHBOO AGARWAL (DIN: 10298514)

[appanuJ wje.f 0J« fefrnury, 2024 and rcfigncdwxj, IS* June, 2024)

Mr. Piyush Shah (DIN: 00286243), Director of the Company, is liable to retire by rotation at die ensuing
Annual General Meeting (ACM) and twirg eligible offer* himself for reappointment

During the year under review.

• Ms. Dlura Motfca was appointed as a Company Secretary of the Company w.e.f. 01* October,

2023.

• Mr. Piyush Shah (DIN: 00286242). Director of the Company wax appointed an a Non-Executive
Director of U\c Company os well as Chatmian/Chairperaon of the Board/Company wd. 01**
February. 2024

• Mr. Dipak Shantilul Jagetlva (DIN: 03204123) and Mrs KhushBoo Agarwal (DIN: 10298514) Were
appointed as Independent Dim''tors of the Company fur a term of five years w ei. 01« February,
2024 with apjuov.il of members of the Company at Extra Ordinary General Meeting held on 29*
February, 2024.

• Mr. Rujemlrakumar Devkiivmdan Sluh (DIN 02371384) and Mr, Radheshayom Janktial Shah
(DIN: 0046GS&S) were resigned fmm the post of Director of the Company w ei 01- February,

2024.

• Mr. Shantilal Kailashchund ra Sluh (DIN: 03297356), Director of the Company was appointed as a
Managing Director of the Company for a term of five jean w.e.f. 05* February, 2024 with
approval of members of the Company at Extra Ordinary General Meeting held on 29* February.
2024.

• Mr. Suchitkumar Mahethblui Patel (DIN- 06372699). Director of the Company was appointed as
a Whole Time Director of the Company fur a term of five >vorx w.eJ. 05* February, 2024 with
approval of members of the Company at Extra Ordinary General Meeting held on 29* February,
2024.

Mr Vijitykutnar Shailexhbhai Sluh was appointed os a Chief Financial Officer of the Company w.iti 01*

May, 2024

Mn. Khushboo Agai wa! (DIN: 10295514) tendered Iwr rrvigrulion from the pc**t of Independent Director
of the Company wx-.f 15''*'' Junr. 2024 due to her personal reason and to Fill casual vacancy in the said
post, Mi5 Mayors Dinrdi Marathe (DIN: (WbSlW.Vi) was appointed as an Independent Director of the
Company wjoJ 15* June, 2024 with approval of members of the Company at Estra Ordinary General
Meeting hrld on IS**'' June, 2024.

AD the Directors of the Company haw confirmed that they are not disqualiiied from being appointed a*
Directors in terms of Section ltd of the Companies Act, 2013

There was no other appointment or resignation of Director/KMP during the year under review except
mentioned herein above

MEETINGS OF THE HOAKD OF DIRECTORS

During the war under review. 10 (Ten) Meetings of the Board of Directors were lwld on 31/05/2023,
15/07/2023. 27/07/2023. 11/08/2023, 30/09/2023, 01/12/2023. M/12/2023. 01/02/2024. 05/02/2024
and 12/03/2024.

STATUTORY AUDITORS

Thtf period of appointment of M/t. Gatlara Cc Associates. Chartered Accountants, (Finn Registration No
WWW), Statutory Auditors of tiur Company. expires on the day of tl* ensuing Annual Ccneral
Meeting. Being eligible, the re-appointment of M/» Canard 8c Auociftba, Chartered Accountant*. (Firm
Registration No 103097W) Statutory Auditors of the Company b proposed to be made by the members
in the ensuing Annual General Meeting as psrr the provisions of seetkin 139 of the Companies Act. 2013
and remuneration may be fixed by the members and hold the office from the conclusion of 08* Annual
General Meeting of the Company till the conclusion of 09” Annual General Meeting ol the Company.

There is no qualification, reservation or adverse remark or disclaimer made by the auditors in their
report Hence, there 1* no need to offer any explanations or comments bv your Board.

The Company has received a certificate from the said firm in accordance with the provisions of Section
141 of the Companies Act, 2013.

SECRETARIAL AUDITORS

M/x. Alpfcsh Vekariya 4c Associate Company Secretaries, was appointed os Secretarial Auditor of die
Company for the financial year 2023-24.

In accordance with Section 204 of the Companies Act 2013 read with Rules made thereunder, the Report
given by the Secretarial Auditor* b annexed as Anncxurr-D There lua been no qualification, reservation,
adverse remark or disclaimer nude by the Secretarial Auditors in their Report

INTERNAL AUDITORS

The Ikuud has appointed M/*. RNCA4 Ax-iciatr*, Chartered Accountants, a> an Internal Auditor* of
th* Company fur Use financial year 2023-24 pursuant to provuiona of Section 138 of tlw Companies Act.
2013 In order to ensure proper internal financial control.

INTERNAL CONTROL SYSTEM AND 1 HEIR ADEQUACY

The Company ha* adequate system of internal control commensurate with its size and nature of it«
businr« to safeguard and protect from lot* unauthorized use or disposition of its assets All the
transaction* are properly authorized, recorded and reportrd to thr Management. The Company is
foliowin£ all the applicable Accounting Standard* for properly maintaining the book* of accounts and
reporting rsrund.il statements The Management and Internal Auditors of the Company checks and
verifies the internal control and monitors them m accordance with policy adopted by the Company

MAINTAIN ANCEOFCOST RECORDS U COST AUDIT

The Company t* required to maintain coat records as prescribed by the Central Government under Sub-
Section 1 of Section 1-W of the Companies Act, 2013 mid with Companies (Cost Record* and Audit)
Rules. 2014 Further your Company has always been compliant of the same

Tht* Board of Directors has appointed M/s Borad Sanjay B L. Associates, Cost Accountants, as the Cost
Auditors of the Company to audit the cost accounting records of the Company for the financial year 2024*
25 As required under the Companies Act. 2013, the remuneration payable to the Cost Auditor is required
to be placed More the members of the Company for their ratification at the ensuing Annual General
Meeting (ACM). Accordingly, a resolution seeking member''s ratification of the remuneration payable to
said auditor is tncluded in the Notice convening the 08® AGM

ESTABLISHMENT OF VIGIL MECHANISM

The Company has established « vigil mccliantam for Us Directors and Employees to report genuine
concern* and made provision* for direct access to the Executive Directors of the Company. T)u; Company
ha* also provided adequate safeguards against victimization of Employee* and Directors who express
then concerns. The Company has Adopted a "Vigil Mochonten/Whistlc Blower Policy''

COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES

The constitution of Nomination and Remuneration Committee is in terms of the provision* of Section
178(!) of the Companies Act, 2013 and the Company has devised policy relating to appointment of
Director*, payment oi Managerial remuneration. Directors qualifications, positive attribute*,
independence of Directors and other rotated matters as provided under Section 178(3) of the Companies
Act 2013. • ^

The Nomination and Remuneration Committee commuted wel 01^a February. 2024 consists «f the
following Members:

1 Mr Dipak Jagetiya - Independent Director - Chairperson

2. Mrs, Khushboo Agarwal - Independent Director - Member
3 Mr. Piyush Shah - Non-Executive Director - Member

Due to resignation of Mis. Khuslsboo Agonval from the post of Independent Director and appomtment of
Mis Mnvura Dinesii Miirathc as an Independent Director of the Company, the Nomination and
Remuneration Committee I us been re-constituted w.eJ. 14® June. 2024 ivitli following member*

1 Mr. Dipak Jagrtiya - Independent Director - Chairperson

Z Mr*. Mavura DinnTi Marathe - Independent Director - Member

X Mr. Plyush Sluh - Non-Executive Director - Member

Dutin* the year under review, 02 (two) Mating* of members of Nomina non and Remuneration
Committee were held on 05/02/2024 and 12/03/2024.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Director* have submitted their duclosures to the Board that they fulfil oil the
requirements a* stipulated tn Scctkm 149(6) of the Companies Act, 2013 *o as to qualify themselves to be
appointed as independent Director* under the provisions of the Companies Act 2013 and the relevant
rules.

DISCLOSURE OP COMPOSITION OF AUDIT COMMITTEE

The constitution of Audit Committee is tn terms of the provisions erf Section 177 of the Companies Act
2013. ..................................*“......

The Audit Committee commuted w.ei. 01- February, 2£C4 consist* of the following Members:

1 Mr Dipak Mgetiva - Independent Director - Chairperson

2. Mrs Klmahboo Aganval - Independent Director - Member

3. Mr. Piy uah Shah - Nun-Executive Director - Member

Due to migration of Mrs. Khuslibixi Apanv.il from the post of Independent Director and appointment of
Mr'' Mayor* t>irw-* ti Mara live a\ an Independent Director of tiie Company, tlie Audit Committee has
been re-constituted w e i 14* June. 2024 with following members;

l. Mr. Dipak Jagctiya - Independent Director - Qian penon

2 Mrs. Mavura Dinedi Marathe - Independent Director - Member

3^ Mr Ptyudi Shah - Non-Executive Director - Member

During the year under review. 02 (Two) Meeting* of members of Audit Committee were held on
C5/02/2024 and 12/03/2024.

STAKEHOLDERS RELATIONSFUP/1NVESTOR GRIEVANCES COMMITTEE

Th* constitution of Stakeholders RcUhoadup/Investor Grievances Committee is in term* of the
provisions of Section 178(5) of tlie Comjunics Act. 2D13.

The Stakeholder* Relationship Committee constituted w.c.f. 01" February, 2024 consists of tile following
Members;

1. Mr. Piyush Shall - Non-Executive Director - Chairperson

2 Mr Dipak Jagctlya - liuicpcndent Director - Member

3 Mi*. Khunhboo Aj.jarw.il - Independent Diiector - Member

Due to resignation of Mm. Khushboo Agonvnl from the post of Independent Director and appointment of

Mrx Mayuni Dirnvdi Marathi as an Independent Director erf tlie Company, the Stakeholders Rclatiorahip
Committee has been re-oons-titutcd w c.i. 14*¹ June. 2024 with following members.

1. Mr. Piyush Shah - Non-Executive Director - Chairperson

2. Mr. Dipak Jageti va - independent Director - Member

3 Mr*. Mayura Dinesh Marathe - Independent Dtrrctor - Member

During the year under revkfw. there is no Meeting* of members oi Stakeholder* Relationship Committee
wii held.

EVALUATION OF BOARD. COMMITTEES AND DIRECTORS

A detailed exetti* for evaluation of the performance of the Board, it* various Committees and also the
performance of individual Director* Wa* carried out by the Board by wav of a (nurtured quentionniurc and
Director* were wtirfied with the evaluation process The performance evaluation of the Independent
Directors wu carried out by* the entire Board The Direct ur* expressed their satisfaction with the
evaluation process

The performance of the Board and that of ib Committee* was evaluated on the basis oi various
parameter* like adequacy of Composition, Board Culture, Execution ami performance of specific duties,
obligations and governance etc. Whcrca* tin* evaluation of mdividual Directors and that of the Chairman
of the Board was on the basu. of various factor* like their attendance, level of tlieir engagement. Hunt
contribution, and independency of judgment, their contribution in safeguarding tlie interest of the
Company and other relevant factor* The Board and Committees pul sufficient efforts to safeguard tlie
interest of the Company

INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE AND NUMBER OF COMPLAINTS RELATING TO CHILD LABOUR, FORCED
LABOUR, INVOLUNTARY LABOUR, SEXUAL HARASSMENT

No ca.se* of child labour, forced labour, involuntary labour and discriminatory employment were
reported in the last financial year

The Company has. pursuant to Section 4 of tlie Sexual Harassunent of Women ot Work Place (Preventlcm.
Prohibition ami KednttMl) Act. 2013 and rule* made thereunder. formulated the Sexual Harassment
Policy and constituted the Internal Complaint* Committee (TCC*) The Company %trongly oppose* to
•exual harassment and employee* are made aware about the consequences of *_Uch acts aiui alxwt llw
constitution of ICC

During the year under review, no complaint* were filed with the Committee under tlie provision* of the
laid Act

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THF YEAR ALONG WITH
THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

Not Applicable

THE 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 INST ITUTIONS ALONG WITH THE REASONS THEREOF

Not Applicable

FRAUD RETORTING

Dwr were no cases of frauds reported by auditor* under sub-section (12) of Section 143 to the Board
dhw Own thnar which arc reportable to tlx* Central Government Moreover, there was no mutant* of
fraud reporting by the Statutory Auditor* to the Central Government during the year under review

ACKNOWLEDGES! ENTS

V-our Directors place an record thrlr sincere thanks to all shareholders, bankers, customers, bustm-M
associates, clients, creditor?, employee* and consultants for their continued support extended to your
Company during the year under review The Directors ai» thank the Government and concerned
Government departments and agencies for their co-operation.

For and on behalf of the Board of Directors

p] yi/5k Gy

rtyuah Shah

Chairman yj&Ej/S.

DIN: 00286242 . iS/YA

Dale: 05* September. 2024

Ttace: Dchgam -XwjMr

«•»