Your Directors take pleasure in presenting the 09th Annual Report on the business and operations of your Companyalong with the Audited Financial Statements of the Company for the financial year ended 31st March, 2025.
The Company's financial performances for the year under review along with comparative figures for the previousfinancial year are given hereunder:
As at 31.03.2025Rupees in Lakhs
As at 31.03.2024Rupees 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
The Company is engaged in the business of manufacturing and trading of copper wire and copper wire rods by recyclingof copper scrap and other related products, the Company's main products are copper wire and copper wire rods and thatare 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 ' 110022.81Lakhs 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 quitesatisfactory.
The Board is pleased to recommend dividend at the rate of ' 0.75 /- (@ 7.5%) per equity share of ' 10/- each for thefinancial year ended 31st March, 2025, on the paid-up equity share capital of the Company. The dividend, if approved bythe Members, will be paid to Members eligible as on the record date, within the period stipulated under the CompaniesAct, 2013.
If declared, the total amount outflow on account of dividend will be ' 114.80 Lakhs subject to deduction of TDS asapplicable
The entire profit has been retained in Profit & Loss Account, without transferring any amount to General Reserves.
During the financial year under review, the Equity Shares of the Company was listed on SME Exchange of BSE Limited("BSE") with effect from 09th January, 2025. The Company successfully completed its Initial Public Offering (IPO) of4056000 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 theirparticipation in the IPO and for placing their continued trust and confidence in the Company and its management.
Pursuant to Regulation 32(1)(a) and 32(1)(b) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015, it is hereby confirmed that there was no deviation(s) or variation(s) in theutilization of public issue proceeds from the objects as stated in the prospectus dated 06th January, 2025 at the end of thefinancial year.
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.
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 31st March, 2025 stood at ' 1530.60 Lakhs.
The Company has allotted 37,50,000 Equity Shares of ' 10/- each as Bonus Shares on 27th May, 2024.
The Company has issued and allotted 4056000 Equity Shares through Prospectus on 07th January, 2025. With Effect from09th January, 2025, the total 15306000 fully paid Equity Shares of ' 10/- each of the Company has been listed andadmitted for trading on the BSE SME Exchange.
- The Company has allotted 37,50,000 Equity Shares of ' 10/- each as Bonus Shares on 27thMay, 2024.
- The members of the Company had approved Initial Public Offering (IPO) of the Company by fresh issue of equity sharesof 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 ExtraOrdinary General Meeting held on 29th May, 2024.
- During the year the Company has filed Draft Red Herring Prospectus (DRHP), Red Herring Prospectus (RHP) andProspectus with BSE Limited at SME Exchange to raise money from the public via listing of its shares/securities on BSESME Exchange.
No other major event which requires to report here has occurred during the year under review except mentionedhereinabove and wherever mentioned in this report or previous report.
There were no significant events or material orders passed by any governing authority against the Company includingregulators, courts or tribunals which could impact the going concern status and Company's operations in future.
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 whichhas listed its securities on the SME Exchange. Since, our Company falls within the ambit of aforesaid exemption, hencecompliance with the provision of Corporate Governance shall not apply to the Company and it does not form part of theAnnual Report.
No material changes and commitments affecting the financial position of the Company, other than specifically disclosedin this report under particular head, occurred between the end of the financial year to which these financial statementsrelate to and till the date of this report.
Disclosures of Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earningand Outgo are furnished in Annexure-A to this report.
The Company does not have any Subsidiary, Joint Venture or Associate Company as at the end of the financial year.
Particulars of loans given, guarantees provided or investments made under Section 186 of the Companies Act, 2013 arefurnished in the financial statements.
The details of contracts or arrangements or transactions were made in the ordinary course of business and on arm'slength basis with related parties as defined under Section 188 of the Companies Act, 2013 during the year. There were nomaterial contract or arrangements or transactions with related parties. Therefore, no disclosure is required to furnish bythe Company.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and rules made thereunder, the AnnualReturn as on 31st March, 2025 is available on the website of the Company at www.parmeshwarmetal.com.
Globally, 2024 has been an eventful year. The year witnessed unprecedented electoral activity on the political front, withmore than half of the global population voting in major elections across countries. Meanwhile, adverse developments likethe 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 becamemore frequent and severe, with growing human and financial consequences due to the increasing digitisation of criticalinfrastructure. Geopolitical tensions, have reshaped global trade. Geopolitical risks and policy uncertainty, especiallyaround 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 byhistorical 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 evolvingconflicts in the Middle East, or the Russia-Ukraine conflict, could lead to market repricing of sovereign risk in the affectedregions 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 abovethe trend in the H1 FY25. The agriculture sector remains strong, consistently operating well above trend levels. Theindustrial sector has also found its footing above the pre-pandemic trajectory. The robust rate of growth in the recentyears 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 globaluncertainties. Even so, economies are expected to stay resilient by adopting new technologies and implementingstrategic 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 implieda 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) from10.1 per cent in H1 FY24 to 6.4 per cent in H1 FY25. Q1 FY25 witnessed a slowdown in capital expenditure across differentlevels of government on account of the conduct of the general elections. Private sector investment growth may haveremained subdued thus far in FY25 on account of the domestic political timetable, global uncertainties andovercapacities.
An additional reason for the slowdown in capital formation growth in Q2 FY25 may have emanated from the moderationin 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 isexpected to pick up further pace. As India's economy continues to expand, the growth process has been ably supportedby 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 inflationpeaked in 2022 due to supply chain disruptions and geopolitical tensions, it has declined since then, aided by policymeasures. In India, retail inflation eased in FY25 due to timely interventions by the government and the Reserve Bank ofIndia. Core inflation reached its lowest point in a decade, while food inflation was affected by supply chain disruptions andadverse 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 0.9percentage points between FY24 and FY25 (April-December). The RBI and the IMF have projected that India's consumerprice 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 toachieve a growth rate of around 8 per cent at constant prices, on average, for about a decade or two. While the desirabilityof 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) ofthe International Monetary Fund as recently as October of FY25 are sanguine. The IMF WEO projects India to become aUSD 5 trillion economy by FY28 and reach a size of USD 6.307 trillion by FY30. This translates into an annual nominalgrowth rate of nearly 10.2 per cent in USD terms for FY25 to FY30.2. So, the IMF expects India to grow at a significantlyhigher 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 domesticmanufacturing 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, windturbines, and battery storage, by offering incentives to domestic manufacturers. The domestic manufacturing effortsunder 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 percent 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 entailsustained economic growth of close to 8 per cent every year for at least a decade. To achieve this growth, the investmentrate must rise to approximately 35 per cent of GDP, up from the current 31 per cent. Additionally, it will be essential todevelop 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 thequality 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 lastdecade. This was largely gained by the upper middle income countries, mainly based on China's strength. The share oflower middle-income economies did not, in general, increase. Yet, India managed to improve its share in the pie andglobal presence. However, with 2.8 per cent of the global share in manufacturing, compared to China's 28.8 per cent, Indiahas a large opportunity to climb up the ladder. India also has a substantial scope to improve the contribution of theindustrial sector in GDP in relation to its comparator countries (Source: Economic Survey 2024-25).
Recently, the global manufacturing is facing a range of challenges, including persistent supply chain disruptions, politicalinstability, pressure to reduce emissions and move towards renewables, increased logistics costs and other effects ofregional conflicts. As a result, the global manufacturing output rose modestly by 0.4 per cent only in the third quarter of2024, compared to a stronger growth of nearly 1 per cent in the previous quarter. Hence, in a rather unsupportive globalenvironment, 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 manufacturingpowerhouse.
India holds a fair advantage in production and conversion costs in steel and alumina. Its strategic location enables exportopportunities 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 ofthe mining industry is essential for the overall industrial development of a nation. The vast resources of numerous metallicand non-metallic minerals that India is endowed with serve as a foundation for the expansion and advancement of thenation's mining industry. India is largely self-sufficient in metallic minerals including bauxite, chromite, iron ore, andlignite 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, amongothers, 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 alsoaiding growth for the sector. Demand for iron and steel is set to continue given the strong growth expectations for theresidential 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), andcoal 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 MMTin 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$ 426.32million 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 apparentconsumption 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-termdomestic 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 nationvulnerable to external market fluctuations. Additionally, growing challenges such as resource nationalism, geopoliticaltensions, 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 forfuture discoveries of sub-surface deposits. Infrastructure projects continue to provide lucrative business opportunitiesfor steel, zinc, and aluminium producers. Iron and steel make up a core component for the real estate sector. Demand forthese 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 keypolicy initiatives. The National Mineral Policy, which was approved by the government in February 2019, has ensuredimproved regulation and enforcement, more transparency, balanced social and economic growth, and sustainablemining 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 inexploration, 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 expansionand its contribution to GDP growth in a post-covid environment (Source: Economic Survey 2024-25 andhttps://www.ibef.org/).
The metal industry is known for being cyclical and reflective of overall market conditions—demand increases duringeconomic booms and plummets during global recessions. The metal industry went through a low demand phase from2014 to 2016 due to production that exceeded demand. The longevity of steel/metal products could be attributed as oneof the reasons for this low demand. The long life of steel/metal products, a minimum of 10 years depending on theproduct, pushes the industry to go through a cyclic phase once every 5 to 6 years. China's overproduction of steelworsened this situation, leading to the country dumping its excess inventories in other countries at low prices as a resultof decreased domestic demand.
Anti-dumping tariffs are now being imposed by countries such as Europe and the United States to promote localsteel/metal manufacturing. However, there are oppositions to such policies because they could disrupt global trade andrelationships.
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 fromrenewable energy, EVs, charging infrastructure, and AI. Despite this growing demand, supply is expected to tighten dueto 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 escalatedoperational costs.
The Company believes that niche opportunities exist in the Global arena which we are targeting to exploit resulting inpositive growth. The Company has accordingly built a business model tapping these opportunities and is also aligning itsstrategies 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 upgradation of its manufacturing capacities and also striving to achieve cost efficiencies. With expanding capacity ofexisting 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 addproducts and services have been the thrust areas of the Company.
Looking ahead to 2025, manufacturers are expected to continue to face a challenging and uncertain business climate dueto a combination of higher costs, potential policy changes following the US and global elections, and geopoliticaluncertainty. Surveyed manufacturers in NAM's 2024 third-quarter outlook expect raw material and other input costs togrow 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 notaddressed. 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 enthusiasmsurrounding gen AI shifts from "...unbridled excitement" to "a more nuanced and critical evaluation of its real impact onbusiness outcomes," manufacturers have already made significant investments in AI and gen AI, and this trend isexpected to continue in 2025 and beyond.
Given the need to address elevated material and labor costs, an ongoing skills gap, and potential disruptions fromgeopolitical factors, investments in digital technologies across manufacturing organizations—in other words, the pushtoward smart operations—is likely to continue in 2025. Falling interest rates and the potential for growth could evenaccelerate investment. Manufacturers will likely continue to prioritize investments in their digital core and datafoundation that can enable targeted, high-ROI use cases for cutting-edge technologies such as AI, gen AI, and extendedreality (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 strengthin marketing network, its strategic planning, Research & Development, productivity improvement and cost reductionexercise.
The Company's internal control systems are adequate, operating effectively and are commensurate with the size ofbusiness and the same is provided through competent management, implementation of standard policies andprocesses, maintenance of an appropriate audit program with internal control environment, effective risk monitoringand management information systems. Moreover, the Company continuously upgrades these systems in line with thebest available practices.
The Board of the Company has constituted an Audit Committee, which is headed by a Non-Executive IndependentDirector. The Audit Committee periodically reviews internal audit reports and brings to the notice of the Board anysignificant process deviations.
The Company has delivered a satisfactory financial and operating performance for 2024-2025. Your Company's incomefrom operations for the year under review was ' 138243.37 Lakhs as compared to ' 110022.32 Lakhs of that of theprevious year whereas its gross profit stood at ' 1491.63 Lakhs vs. ' 965.10 Lakhs of previous year. This growth is attributedto 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 byrecycling of copper scrap and various type of metals, other metallic substances and other related products, theCompany's main products are copper wire and copper wire rods and that are ideally suited for a wide array of applications.
Global economic uncertainties have affected India's economy, Key risks synonymous to industry include the globalrecessionary trend, economic slowdown, increase in financial charges, non availability (or undue increase in cost) of rawmaterials, such as metal and labour etc., coupled with market fluctuations. The Company does not apprehend anyinherent 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 ouroperating 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 thatcreates long-term stakeholder value.
The summary of previous two years financial results is given below:
FINANCIAL HIGHLIGHTS
2024-2025Rupees in Lakhs
2023-2024Rupees in Lakhs
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 managementframework.
Material Development in Human Resources / Industrial Relationship Front, Including Number of PeopleEmployed
Human resource practices and policies of the Company ensure that all employees, wherever they work, whatever theirrole 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 andcontrolling of the recruitment and resource management, training & development, compensation, integration andmaintenance 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 31st March, 2025, the Company employs 4 employees. TheCompany aims to retain and develop the existing employees and align their goals with the common business vision andmission.
During the financial year, the details of significant change in the key financial ratios i.e. change of more than 25.00 % ascompared 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 materialsand decrease in current liabilities.
Negative change of Debt-Equity ratio due to repayment of unsecured loans during the period and increase in Equity dueto Initial Public Issue.
Positive change of Debt Service Coverage Ratio is due to increase in EBITA and reduction of interest expense on accountof 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.
The Company has followed the same Accounting Standard as prescribed in preparation of Financial Statements and hascomplied with the applicable norms and standards.
CAUTIONARY NOTE Certain statements in this Report may be forward-looking and are stated as may be required byapplicable laws and regulations. Actual results may vary from those expressed or implied, depending upon economicconditions, government policies, regulations, tax laws, other statutes and other incidental/related factors.
To the best of their knowledge and belief and according to the information and explanations obtained by them, yourDirectors 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 withproper explanation relating to material departures;
(b) the Directors have selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company atthe 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 inaccordance 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 InternalFinancial 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 thatsuch systems were adequate and operating effectively.
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 receivedunsecured loans which exempt under the deposit rules in terms of the Companies (Acceptance of Deposits) SecondAmendment Rules, 2015 are furnished in the financial statements.
As on 31st 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 AnnualGeneral 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 mentionedhereinabove 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 theCompany have submitted declarations and that they meets the criteria of independence as provided under Section149(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 Officerand 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 termsof 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 anyother Company where such Director holds such position.
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.
A detailed exercise for evaluation of the performance of the Board, its various Committees and also the performance ofindividual Directors pursuant to the provisions of the Act and the Securities and Exchange Board of India (ListingObligations 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 IndependentDirectors was carried out by the entire Board excluding the Independent Director being evaluated. The Directorsexpressed their satisfaction with the evaluation process. The performance of the Board and that of its Committees wereevaluated on the basis of various parameters like adequacy of Composition, Board Culture, Execution and Performance ofspecific 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 factorslike their attendance, level of their engagement, their contribution, and independency ofjudgment, their contribution insafeguarding the interest of the Company and other relevant factors. The Board and Committees put sufficient efforts tosafeguard the interest of the Company.
The Code of Conduct for all Board members and Senior Management of the Company have been laid down and are beingcomplied with in words and spirit. All the Board Members and Senior Management personnel have affirmed compliancewith the code of conduct.
The period of appointment of M/s. Gattani & Associates, Chartered Accountants (Firm Registration No. 103097W), asStatutory Auditors of the Company expires on the day of ensuing Annual General Meeting (AGM). Accordingly oncompletion of term of appointment, the Audit Committee and Board of Directors at their meeting held on 20th 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 AGMtill the conclusion of AGM to be held in FY 2029-30. They have confirmed that they are not disqualified from appointing asAuditors of the Company.
The Report given by the Auditors on the financial statement of the Company is part of this Report. There has been noqualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
The Board of Directors of the Company has appointed M/s. Alpesh Vekariya & Associates, Company Secretaries, toconduct 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 andExchange 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 hasbeen 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 andRemuneration of Managerial Personnel) Rules, 2014 and the Listing Regulations to the extent applicable to the Companyand on the basis of recommendations of the Audit Committee, the Board of Directors at its meeting held on 15th May, 2025had approved and recommended the appointment of M/s. Alpesh Vekariya & Associates, Company Secretaries (FirmRegistration No.: S2018GJ652400), as Secretarial Auditor of the Company for audit period of five consecutive yearscommencing from FY 2025-26 till FY 2029-2030 and for good governance, the appointment proposed for approval of theMembers at the ensuing AGM.
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 thefinancial 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 dueexplanations, the Company adopts the final suggestions and necessary effects are given in accounting process andsystem of the Company. There are no qualifications, reservations or adverse remarks or disclaimer made by the InternalAuditors in their Reports.
The Company has adequate system of internal control commensurate with its size and nature of its business to safeguardand protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recordedand reported to the Management. The Company is following all the applicable Accounting Standards for properlymaintaining the books of accounts and reporting financial statements. The Management and Internal Auditors of theCompany checks and verifies the internal control and monitors them in accordance with policy adopted by the Company.
The Company is required to maintain cost records as prescribed by the Central Government under Sub-Section 1 ofSection 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014. Further yourCompany 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 theCompany to audit the cost accounting records of the Company for the financial year 2025-26. As required under theCompanies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the members of theCompany for their ratification at the ensuing Annual General Meeting (AGM). Accordingly, a resolution seeking member'sratification of the remuneration payable to said auditor is included in the Notice convening the 09th AGM.
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 rulesmade thereunder. The CSR Policy of the Company as approved by the Board on the recommendation of the CSRCommittee 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 andforms part of this Report.
The constitution of Nomination and Remuneration Committee is in terms of the provisions of Section 178(1) of theCompanies Act, 2013 and the Company has devised policy relating to appointment of Directors, payment of Managerialremuneration, Directors qualifications, positive attributes, independence of Directors and other related matters asprovided 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 on10/04/2024, 14/06/2024, 05/09/2024 and 05/3/2025.
The role and responsibilities, Company's policy on Directors' appointment and remuneration including criteria fordetermining qualifications, positive attributes, independence of a Directors and other related matters are in conformitywith the requirements of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015 to the extent applicable to the Company.
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:
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 theCompanies 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 fromwithin the Company, the Committee can obtain external professional advice whenever required. The Committee acts as alink between the Statutory and Internal Auditors and the Board of Directors of the Company. It is authorised to select andestablished 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 ManagementDiscussion financial conditions and results of operations. The Committee is empowered to recommend the appointmentand removal of Statutory and Internal Auditors.
The constitution of Stakeholders Relationship/Investor Grievances Committee is in terms of the provisions of Section178(5) of the Companies Act, 2013.
The Stakeholders Relationship Committee consists of the following Members:
2. Mr. DipakJagetiya - Independent Director - Member
During the year under review, 02 (Two) Meetings of members of Stakeholders Relationship Committee were held on05/09/2024 and 05/03/2025.
The Committee reviewed redressal of Investors' Grievances. The Committee has also taken steps to strengtheninginvestors' 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
The Company was already having risk management system to identify, evaluate and minimize the business risks. TheCompany had formalized the same by adopting Risk Management Policy. This policy intends to identify, evaluate monitorand minimize the identifiable risks in the organization. The Committee and Board of Directors have developed systemsand controls for the improvement in quality and for cost cutting. The risk management policy of the Company is beingimplemented and evaluated by the Committee and Board at various intervals of time.
Remuneration to Managing Director: The remuneration paid to Managing Director is recommended by theNomination 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, responsibilitiesshouldered, 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 exceptsitting fees to the Independent Directors of the Company.
The Policy is available on the Company's website - https://www.parmeshwarmetal.com/policies/
The particulars of ratio of remuneration of Director, KMP and employees, more particularly described under Section197(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.
During the year under Report, there were no Employees covered by Section 197 of the Companies Act, 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
In compliance with Section 177 of the Companies Act, 2013 and the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Vigil Mechanism/WhistleBlower 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) / Stakeholderswho avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee and we affirm thatno personnel has been denied access to the Audit Committee. The aforesaid mechanism is available on the website of theCompany at https://www.parmeshwarmetal.com/policies/
Pursuant to the provisions of listing agreement with stock exchanges, the equity shares of the Company are listed on BSESME Exchange and annual listing fees has been paid to the said Stock Exchange for the financial year 2025-26.
Your Company has established electronic connectivity with National Securities Depository Limited (NSDL) and CentralDepository Services (India) Limited (CDSL). The ISIN Number of your Company for both NSDL and CDSL is INE0QQJ01021.
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 ofInsider Trading" ("the Insider Trading Code"). The object of the Insider Trading Code is to set framework, rules andprocedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of theCompany. During the year, the Company has also adopted the Code of Practice and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information ("the Code") in line with the SEBI (Prohibition of Insider Trading) AmendmentRegulations, 2018. The Code is available on the Company's website - https://www.parmeshwarmetal.com/policies/
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
The Company has zero tolerance for sexual harassment at workplace and the Company has, in place, a Policy forprevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women atthe Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set upby the Company in compliance with the provisions of the said Act to redress complaints received regarding sexualharassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is asummary of complaint(s) relating to child labour, forced labour, involuntary labour, sexual harassment received anddisposed-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
The Company confirms compliance with all applicable provisions of the Maternity Benefit Act,1961. Necessary policiesand support systems are in place to ensure the welfare of women employees, and no instances of non-compliance werereported during the year.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THEFINANCIAL YEAR
Not Applicable
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF
There have been no instances of fraud reported by the statutory auditors under Section 143(12) of the Act and rulesframed thereunder.
In accordance with the 'Green Initiative', the Company has been sending the Annual Report/Notice of AGM in electronicmode to those Shareholders whose Email Ids are registered with the Company and/or the Depository Participants. YourDirectors are thankful to the Shareholders for actively participating in the Green Initiative.
Your Directors place on record their sincere appreciation to all the employees for their continued effort towards thegrowth of the Company and would also like to express their thanks to the shareholders, bankers, customers, businessassociates, clients, creditors and consultants for their continued support extended to your Company during the yearunder review. The Directors also thank the Government and concerned Government departments and agencies for theirco-operation.
For and on behalf of the Board of Directors
Piyush ShahChairmanDIN: 00286242