The Board of Directors hereby submits the report of the business and operations of your Company ('the Company' or 'Paired') along
with the audited “Financial statement for the “Fiscal Year ended March 31, 2025. The Consolidated performance of the Company and
its subsidiaries has been referred to where required.

1. Financial summary/highlights:

The performance during the period ended 31st March, 2025 has been as under:

2. Overview & state of the company's affairs:

Revenues - standalone

During the year under review, the Company has recorded an
income of Rs. 538.60 Lakhs and profit of Rs. 203.78 Lakhs as
against the income of Rs. 449.62 Lakhs and profit of Rs. 89.68
Lakhs in the previous financial year ending 31.03.2024.

Revenues - Consolidated

During the year under review, the Company has recorded an
income of Rs. 8976.62 Lakhs and loss of Rs. (1036.65) Lakhs
as against the income of Rs. 12,044.33 Lakhs and loss of Rs.
(513.36) Lakhs in the previous financial year ending 31.03.2024.

The Company is looking forward for good profit margins in
near future.

3. Dividend:

Keeping the Company's growth plans in mind, your directors
have decided not to recommend dividend for the year.

4. Transfer to reserves:

Pursuant to provisions of Section 134 (3) (j) of the Companies
Act, 2013, the company has not proposed to transfer any
amount to general reserves account of the company during
the year under review.

5. Investor Relations:

The Company continuously strives for excellence in its
Investor Relations engagement with International and
Domestic investors through structured conference-calls and
periodic investor/analyst interactions like individual meetings,
participation in investor conferences, quarterly earnings calls
and analyst meet from time to time. The Company ensures that
critical information about the Company is available to all the
investors, by uploading all such information on the Company's
website.

6. Material changes & commitment affecting
the financial position of the company:

There have been no material changes and commitments
affecting the financial position of the Company which have
occurred during the end of the Financial Year of the Company to
which the financial statements relate and the date of the report.

7. Significant & material orders passed by the
regulators or courts or tribunals:

No significant or material orders have been passed against the
Company by the Regulators, Courts or Tribunals, which impacts
the going concern status and company's operations in future.

8. Transfer of un-claimed dividend to Investor
Education and Protection:

The Company has not transferred any amount against un¬
claimed dividend to Investor Education and Protection Fund
during the period under report.

9. Details of Nodal Officer:

The Company has designated Mr. Harish Naidu as a Nodal
Officer for the purpose of I EPF.

10. Investor Education and Protection Fund (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor
Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the
relevant circulars and amendments thereto, the amount of
dividend remaining unpaid or unclaimed for a period of seven
years from the due date is required to be transferred to the
Investor Education and Protection Fund (“IEPF”), constituted
by the Central Government

During the Year, the Company has not transferred any amount
to Investor Education and Protection Fund.

11. Revision of financial statements:

There was no revision of the financial statements for the year
under review.

12. Change in the nature of business, if any:

The Company has not undergone any change in the nature of
business during the FY 2024-25.

13. Deposits from public:

The Company has not accepted any public deposits during the
Financial Year ended March 31, 2025 and as such, no amount
of principal or interest on public deposits was outstanding as
on the date of the balance sheet.

Since the Company has not accepted any deposits during the
Financial Year ended March 31, 2025, there has been no non¬
compliance with the requirements of the Act.

14. Subsidiary companies:

Your Company has three subsidiaries namely Palred Technology
Services Private Limited, Palred Electronics Private Limited and
Palred Retail Private Limited as on March 31, 2025.

In accordance with Section 129(3) of the Act, Consolidated
Financial Statements have been prepared which form part of
this Annual Report. As required under Section 129(3) of the

Act read with Rule 5 of the Companies (Accounts) Rules, 2014,
a statement containing the salient features of the financial
statements of the subsidiaries in the prescribed form AOC-1 is
enclosed as Annexure - B to this Report.

In accordance with Section 136 of the Act, the separate audited
accounts of the subsidiary companies will be available on the
website of the Company, www.palred.com and the Members
desirous of obtaining the accounts of the Company's subsidiaries
may obtain the same upon request. These documents will be
available for inspection by the members, till the date of AGM
during business hours at registered office of the company.

The Policy for determining Material Subsidiaries, adopted by
your Board, in conformity with the SEBI Listing Regulations can
be accessed on the Company's website at www.palred.com.

15. Performance highlights of key operating
subsidiaries:

Paired Electronics Private limited:

Palred Electronics Pvt Ltd (PEP) owns the consumer electronics
brand, pTron, a leading player in India's value-focused digital
accessories market. Offering a wide array of affordable and
innovative products—ranging from TWS, Headphones, Smart
Wearables, Power Banks, Bluetooth Speakers, Cables,
and Chargers pTron continues to serve millions of customers
through online, offline, and quick commerce channels.

Economic and Industry Overview

The Indian consumer electronics industry faced continued
turbulence during FY 2024-25. Persistently high inflation,
cautious consumer spending, and significant pricing pressure
across e-commerce platforms created a challenging market
environment. Segments like TWS and Smart Wearables
witnessed sharp degrowth due to saturation and declining
average selling prices (ASPs), while demand in utility-led
segments remained stable.

The year also saw a strong rise in new-age channels like quick
commerce, which offered promising new avenues for reaching
consumers faster and more efficiently, especially for fast-moving
accessories.

Performance Overview

FY 2024-25 was a challenging year for pTron, as the company
dealt with industry-wide headwinds and demand slowdowns.
Despite these conditions, several strategic developments
helped build a stronger foundation for the future:

Manufacturing Capabilities

Over 80% of the company's volume was assembled in¬
house at the Nacharam facility in Hyderabad. This allowed
pTron to gain better control over quality, reduce lead times, and
improve operating efficiency.

Revenue and Profitability

The company witnessed a decline in overall revenue, led by
sharp de-growth in the TWS segment and muted sales of
Smart Wearables. The company reported a net loss of Rs.
1117.79 Lakhs up from the previous year, primarily due to lower
volumes, intense discounting pressure, and high return rates in
wearables and audio products.

Segment Performance:

While the TWS and Wearables segments underperformed,
Power Banks and Bluetooth Speakers showed positive

momentum. These categories benefitted from stable demand,
improved product quality, and increasing traction in online and
offline markets.

Channel Expansion:

A major strategic highlight was pTron's successful entry into
quick commerce platforms like Instamart and Zepto, which
opened up a high-velocity channel for fast-moving accessories
and laid the foundation for future volume growth.

Business Strategy

The company's approach during FY 2024-25 was grounded
in operational consolidation and forward-looking channel
investment. Key strategic focus areas included:

• Enhancing in-house manufacturing efficiencies and
reducing dependency on imports.

• Rationalizing SKUs to focus on profitable, high-conversion
products.

• Expanding distribution through quick commerce platforms.

• Shifting marketing investments to ROI-driven campaigns
and influencer-led product visibility.

Risks and Concerns

The company continues to monitor key risks that could impact
its performance going forward:

• Market saturation and aggressive discounting in TWS and
entry-level wearables.

• Increased customer return rates, especially in low-priced
categories.

• Price pressure and margin compression from marketplaces
and aggregators.

• Fluctuations in raw material prices and potential import cost
escalation due to regulatory changes.

Outlook

FY 2024-25 was a difficult year but also a critical period of reset
for the brand. With category-level learnings, manufacturing
scale, and new distribution channels now in place, pTron is
positioning itself to return to growth. The company will focus
on:

• Scaling its presence in quick commerce.

• Revamping its TWS and wearables line-up with better
product design and performance.

• Investing in marketing efficiency and portfolio depth in
stable categories like Power Banks and Speakers.

Conclusion

FY 2024-25 was marked by both adversity and resilience
for pTron. While the topline and profitability were affected
by external challenges and internal transitions, the strategic
groundwork laid during the year—particularly in domestic
production and channel innovation—has positioned the
company for a stronger and more profitable FY 2025-26.

Paired Retail Private Limited:

Palred Retail Private Limited owns ecommerce website, ptron.
in and www.LatestOne.com that specialize in selling of tech
and mobile accessories such as Bluetooth speakers and
headsets, cables, power banks, headsets, smart watches,
fashion accessories etc.

Paired Technology Services Private Limited:

PTS offers a bouquet of Products through its brand “Xmate”
that is exclusively available on Amazon.in. Xmate Sells
products like Bluetooth headsets, Bluetooth speakers, wired
headsets, chargers and cables, Computer Accessories,
Cameras & Camera Accessories etc. The brand faced many
challenges since inception because of high advertisement
costs and competition from other big brands. The Company
was not able to achieve desired growth and it continues to
make losses. Hence, the Company has decided to exit “Xmate”
brand business.

16. Companies which have become or ceased to
be subsidiaries:

During the FY 2024-25, there was no change in subsidiaries.
For further analysis on the consolidated performance, the
attention is invited to the section on Management Discussion
and Analysis and notes to the consolidated financial
statements.

17. Investment in subsidiaries:

During financial year 2024-25, the Company had not infused
any capital in Subsidiary Companies.

18. Brand protections:

Your Company has taken appropriate actions against
counterfeits, fakes and other forms of unfair competitions/
trade practices.

PALRED, PTRON, #BELOUDBEPROUD, DaZon, Xmate and
LATESTONE are key intangible assets of the Company and its
subsidiaries.

19. Independent director's familiarization
programmes:

Independent Directors are familiarized about the Company's
operations, businesses, financial performance and significant
development so as to enable them to take well-informed
decisions in timely manner. Interaction with the Business heads
and key executives of the Company is also facilitated. Detailed
presentations on important policies of the Company are also
made to the directors. Direct meetings with the Chairperson
are further facilitated to familiarize the incumbent Director
about the Company/its businesses and the group practices.
The details of familiarisation programme held in FY 2024-25
are also disclosed on the Company's website and its web link
is http://www.palred.com

20. Board Evaluation

Performance ofthe Board and Board Committees was evaluated
on various parameters such as structure, composition, diversity,
experience, corporate governance competencies, performance
of specific duties and obligations, quality of decision-making
and overall Board effectiveness. Performance of individual
Directors was evaluated on parameters such as meeting
attendance, participation and contribution, engagement with
colleagues on the Board, responsibility towards stakeholders
and independent judgement. All the Directors were subjected
to peer-evaluation.

All the Directors participated in the evaluation process. The
results of evaluation were discussed in the Board meeting
held in February 2025. The Board discussed the performance
evaluation reports of the Board, Board Committees, Individual
Directors, and Independent External Persons. The Board upon
discussion noted the suggestions / inputs of the Directors.
Recommendations arising from this entire process were
deliberated upon by the Board to augment its effectiveness
and optimize individual strengths of the Directors.

The detailed procedure followed for the performance
evaluation of the Board, Committees and Individual Directors
is enumerated in the Corporate Governance Report.

21. Meetings of the Board:

The Board of Directors duly met Four (5) times on 27.05.2024,
0708.2024, 30.08.2024 13.11.2024 and 13.02.2025 and in
respect of which meetings, proper notices were given and
the proceedings were properly recorded and signed in the
Minutes Book maintained for the purpose.

22. Committees of the Board:

There are various Board constituted Committees as stipulated
under the Act and Listing Regulations namely Audit Committee,
Nomination and Remuneration Committee, Stakeholders
Relationship and Risk Management Committee. Brief details
pertaining to composition, terms of reference, meetings held
and attendance thereat of these Committees during the year
have been enumerated in Corporate Governance Report
forming part of this Annual Report.

23. Audit Committee Recommendations:

During the year, all recommendations of Audit Committee
were approved by the Board of Directors.

24. Directors and key managerial personnel:

As on date of this report, the Company has Six Directors, out of
those three are Independent Directors including one Woman
Independent Directors.

a) Appointment/Re-appointment of Directors of the Company:
Appointment of Mr. Ravichandran Rajagopal (DIN: 00110930)
as an Independent Director of the company in the ensuing
AGM.

Appointment of Mr. Harmendra Gandhi (DIN:03599975) as
an Independent Director of the company in the ensuing AGM

Re-appointment of Mrs. Aakanksha Sachin Dubey (DIN:
08792778) as Independent Director of the company

b) Resignation/ Cessation of Directors of the Company:

During the year, no Director resigned or ceased to be
Director of the Company.

The term of the Independent Directors, namely Mr. Atul
Sharma and Mr. S. Vijaya Saradhi, ended effective 13.05.2025.
Consequently, these Directors have ceased to act as
Independent Directors of the Company from 13.05.2025.

c) Key Managerial Personnel:

Key Managerial Personnel for the financial year 2024-25

• Mr. Palem Supria Reddy, Chairperson & Managing Director
of the company.

• Mr. P. Harish Naidu, Chief financial officer of the company.

• Mr. Shruti Mangesh Rege, Company Secretary &
Compliance Officer of the Company.

25. Statutory audit and auditors report:

The members of the Company at their Annual General Meeting
held on 25th September, 2024 have appointed M/s. MSKC &
Associates, as statutory auditors of the Company to hold office
until the conclusion of 30th Annual General meeting of the
Company.

The Auditors' Report for fiscal year 2024-2025 does not
contain any qualification, reservation or adverse remark. The
Auditors' Report is enclosed with the financial statements in
this Annual Report. The Company has received audit report
with unmodified opinion for both Standalone and Consolidated
Audited Financial Results of the Company for the Financial
Year ended March 31, 2025 from the statutory auditors of the
Company.

The Auditors have confirmed that they have subjected
themselves to the peer review process of Institute of Chartered
Accountants of India (ICAI) and hold valid certificate issued by
the Peer Review Board of the ICAI.

26. Internal auditors:

Pursuant to provisions of Section 138 read with Rule 13 of the
Companies (Accounts) Rules, 2014 and Section 179 read with
Rule 8(4) of the Companies (Meetings of Board and its Powers)
Rules, 2014; during the year under review, the Internal Audit of
the functions and activities of the Company was undertaken by
M/s Seshachalam & Co., the Internal Auditor of the Company.

Deviations are reviewed periodically and due compliance was
ensured. Summary of Significant Audit Observations along
with recommendations and its implementations are reviewed
by the Audit Committee and concerns, if any, are reported to
the Board. There were no adverse remarks or qualification on
accounts of the Company from the Internal Auditor.

27. Secretarial Auditor & Audit Report:

In terms of section 204 of the Companies Act, 2013 read with
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, based upon the recommendations of
the Audit Committee, the Board of Directors had appointed Mr.
Vivek Surana, Practicing Company Secretary (CP No. 12901)
as the Secretarial Auditor of the Company, for conducting the
Secretarial Audit for financial year ended March 31, 2025.

The Secretarial Audit was carried out by Mr. Vivek Surana,
Practicing Company Secretary (CP No. 12901) for the financial
year ended March 31, 2025. The Report given by the Secretarial
Auditor is annexed herewith as Annexure-L and forms integral
part of this Report.

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

28. Annual Secretarial Compliance Report:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated
February 08, 2019 read with Regulation 24(A) of the Listing
Regulations, directed listed entities to conduct Annual
Secretarial compliance audit from a Practicing Company
Secretary of all applicable SEBI Regulations and circulars/
guidelines issued thereunder. Further, Secretarial Compliance

Report dated May 28, 2025, was given by Mr. Vivek Surana,
Practicing Company Secretary which was submitted to Stock
Exchanges within 60 days of the end of the financial year.

29. Secretarial Audit of Material Unlisted Indian
Subsidiaries:

M/s. Palred Electronics Private Limited (PEP) is a material
subsidiary of the Company undertake Secretarial Audit every
year under Section 204 of the Companies Act 2013. The
Secretarial Audit of PEP for the Financial Year 2024-25 was
carried out pursuant to Section 204 of the Companies Act
2013 and Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015. The Secretarial
Audit Report of PEP, submitted by Mr. Vivek Surana, Practicing
Company Secretary.

The Reports given by the Secretarial Auditor is annexed
herewith and forms integral part of this Report.

As required under Regulation 16(1) (C) of Listing Regulations,
the Company has formulated and adopted a policy for
determining 'Material' Subsidiaries, which has been hosted on
its website at: https://www. palred.com

30. Cost records and cost audit:

Maintenance of cost records and requirement of cost audit as
prescribed under the provisions of Section 148(1) of the Act,
are not applicable for the business activities carried out by the
Company.

31. No Frauds reported by statutory auditors

During the Financial Year 2024-25, the Auditors have not
reported any matter under section 143(12) of the Companies
Act, 2013, therefore no detail is required to be disclosed under
section 134(3) (ca) of the Companies Act, 2013.

32. Declaration by the Company

None of the Directors of the Company are disqualified for
being appointed as Directors as specified in Section 164 (2)
of the Act read with Rule 14 of Companies (Appointment and
Qualifications of Directors) Rules, 2014.

33. Conservation of energy, technology
absorption and foreign exchange outgo:

The required information as per Sec.134 (3) (m) of the
Companies Act 2013 is provided hereunder and Rule 8 of
Companies (Accounts) Rules, 2014::

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate
measures have been taken to conserve energy wherever
possible by using energy efficient computers and purchase of
energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings: Nil

2. Foreign Exchange Outgo: Nil

34. Management discussion and analysis report:

Management discussion and analysis report for the year under
review as stipulated under Regulation 34(2) (e) read with
schedule V, Part B of SEBI (Listing Obligations and Disclosure
Requirements), Regulations 2015 with the stock exchange in
India is annexed herewith as Annexure- G to this report.

35. Risk management policy:

The Board of Directors had constituted Risk Management
Committee to identify elements of risk in different areas of
operations and to develop policy for actions associated to
mitigate the risks. The Committee is responsible for reviewing
the risk management plan and ensuring its effectiveness.
The major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a
continual basis.

36. Corporate governance:

Your Company has taken adequate steps to ensure compliance
with the provisions of Corporate Governance as prescribed
under the Listing Regulations. A separate section on Corporate
Governance, forming a part of this Report and the requisite
certificate from the Company's Auditors confirming compliance
with the conditions of Corporate Governance is attached to the
report on Corporate Governance as Annexure E.

37. Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Companies Act, 2013, the Annual Return of the Company,
prepared in accordance with Section 92(1) of the Act and Rule
11 of the Companies (Management and Administration) Rules,
2014, for the financial year 2024-25, is available in Form MGT-7
on the Company's website at the following URL: https://www.
palred.com.

38. Authorised and paid-up capital of the
company:

The authorized capital of the company stands at Rs.
35,00,00,000/- divided into 2,80,38,800 equity shares of
Rs.10/- each and 6,96,120 redeemable optionally convertible
cumulative preference shares of Rs. 100/- each. The company's
paid up capital is Rs. 12,23,25,660/- divided into 1,22,32,566
equity shares of Rs. 10/- each.

39. Declaration of independence:

The Company has received declarations from all the
Independent Directors of the Company confirming that they
meet with both the criteria of independence as prescribed
under sub-section (6) of Section 149 of the Companies Act,
2013 and under Regulation 16(1)(b) read with Regulation 25 of
the Listing Regulations attached as Annexure K.

In compliance with Rule 6 of Companies (Appointment and
Qualification of Directors) Rules, 2014, all the PIDs of the
Company have registered themselves with the India Institute
of Corporate Affairs (IICA), Manesar and have included their
names in the databank of Independent Directors within the
statutory timeline.

The Independent Directors have also confirmed that they have
complied with Schedule IV of the Act and the Company's
Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations, the
Independent Directors have confirmed that they are not
aware of any circumstance or situation, which exists or may
be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective independent
judgement and without any external influence.

During the year, Independent Directors of the Company had no
pecuniary relationship or transactions with the Company, other
than sitting fees, commission and reimbursement of expenses
incurred by them for the purpose of attending meetings of the
Board of Directors and Committee(s).

40. Director's Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the
Board of Directors, to the best of their knowledge and ability,
confirm that for the financial year ended March 31, 2025:

a) in the preparation of the annual accounts for the financial
year ended 31 March 2025, the applicable accounting
standards and schedule III of the Companies Act, 2013 have
been followed and there are no material departures from the
same;

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 your Company as
on 31 March 2025 and of the profit and loss of the Company
for the financial year ended 31 March 2025;

c) proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting
fraud and other irregularities;

d) The annual accounts have been prepared on a going
concern basis;

e) Proper internal financial controls laid down by the Directors
were followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

f) Proper systems to ensure compliance with the provisions
of all applicable laws were followed and that such systems
were adequate and operating effectively.

41. Vigil Mechanism/Whistle Blower Policy:

The Company has formulated a Vigil Mechanism / Whistle
Blower Policy pursuant to Regulation 22 of the Listing
Regulations and Section 177(10) of the Act, enabling
stakeholders to report any concern of unethical behaviour,
suspected fraud or violation.

The said policy inter-alia provides safeguard against
victimization of the Whistle Blower. Stakeholders including
directors and employees have access to the Managing
Director & CEO and Chairperson of the Audit Committee.

During the year under review, no stakeholder was denied
access to the Chairperson of the Audit Committee.

The policy is available on the website of the Company at www.
palred.com.

42. Employee stock option scheme:

The Company has an Employee Stock Option (ESOP) scheme,
namely “Employee Stock Option Scheme 2016-” (PALRED
ESOP Scheme) which helps the Company to retain and attract
right talent. The Nomination and Remuneration Committee
(NRC) administers the Company's ESOP scheme. There were
no changes in the ESOP scheme during the financial year under
review. The ESOP scheme is in compliance with the Securities
and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014 [SEBI (SBEB) Regulations, 2014].

Disclosure in compliance with the SEBI (Share Based
Employee Benefits) regulations, 2014 are available on the
company website of the company at www.palred.com

43. Corporate social responsibility policy:

Since your Company does not have net worth of Rs. 500
Crore or more or turnover of Rs. 1000 Crore or more or a net
profit of Rs. 5 Crore or more during the financial year, section
135 of the Companies Act, 2013 relating to Corporate Social
Responsibility is not applicable and hence the Company need
not adopt any Corporate Social Responsibility Policy.

44. Secretarial Standards:

The Company has devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India and such systems are adequate and operating effectively.
During the year under review, the Company was in compliance
with the Secretarial Standards (SS) i.e., SS-1 and SS- 2, relating
to “Meetings of the Board of Directors” and “General Meetings”
respectively.

45. Insurance:

The properties and assets of your Company are adequately
insured.

46. Particulars of Loans, Guarantees or
Investments

During the year under review, the Company has given a pledge
of fixed assets against the overdraft facility to Palred Electronics
Private Limited (a Subsidiary Company) amounting to Rs. 4750
Crores. Details of loans, guarantees and investments covered
under the provisions of Section 186 of the Act are given in the
notes to the financial statements.

During the year under review , the Company has given a
pledge on fixed assets against the overdraft facility to Palred
Technology Services Private Limited (a Subsidiary Company)
amounting to Rs. 2.40 Crores. Details of loans, guarantees and
investments covered under the provisions of Section 186 of the
Act are given in the notes to the financial statements

47. Internal Financial Control Systems:

Your Company has well laid out policies on financial
reporting, asset management, adherence to Management
policies and also on promoting compliance of ethical and
well-defined standards. The Company follows an exhaustive
budgetary control and standard costing system. Moreover,
the management team regularly meets to monitor goals and
results and scrutinizes reasons for deviations in order to take

necessary corrective steps. The Audit Committee which meets
at regular intervals also reviews the internal control systems
with the Management and the internal auditors.

The internal audit is conducted at the Company and covers
all key areas. All audit observations and follow up actions are
discussed with the Management as also the Statutory Auditors
and the Audit Committee reviews them regularly.

48. Related Party Transactions:

All related party transactions that were entered into during
the financial year were on arm's length basis and were in
the ordinary course of business. During the financial year
2024-25, there were no materially significant related party
transactions made by the Company with Promoters, Directors,
Key Managerial Personnel or other designated persons which
may have a potential conflict with the interest of the Company
at large.

In line with the provisions of Section 177 of the Act read with
the Companies (Meetings of the Board and its Powers) Rules,
2014, omnibus approval for the estimated value of transactions
with the related parties for the financial year is obtained from
the Audit Committee. The transactions with the related parties
are routine and repetitive in nature.

The summary statement of transactions entered into with the
related parties pursuant to the omnibus approval so granted are
reviewed & approved by the Audit Committee and the Board
of Directors on a quarterly basis. The summary statements are
supported by an independent audit report certifying that the
transactions are at an arm's length basis and in the ordinary
course of business

The Form AOC-2 pursuant to Section 134(3)(h) of the
Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 is is annexed herewith as Annexure- C
to this report.

49. Policy on director's appointment and
remuneration:

In adherence to the provisions of Section 134(3)(e) and 178(1)
& (3) of the Companies Act, 2013, the Board of Directors
upon recommendation of the Nomination and Remuneration
Committee approved a policy on Director's appointment and
remuneration, including, criteria for determining qualifications,
positive attributes, independence of a Director and other
matters. The said Policy extract is covered in Corporate
Governance Report which forms part of this Report and is also
uploaded on the Company's website at www.palred.com.

50. Particulars of Employees and related
Disclosure:

Disclosure pertaining to remuneration and other details
as required under section 197 of the Companies Act, 2013
read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given in
Annexure-D to this Report.

The Statement containing the particulars of employees as
required under section 197(12) of the Companies Act, 2013
read with rule 5(2) and other applicable rules (if any) of the
Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, is provided in a separate annexure
forming part of this report. Further, the report and the accounts
are being sent to the members excluding

During the year none of the employees is drawing a
remuneration of Rs.1,02,00,000/- and above per annum or
Rs.8,50,000/- per month and above in aggregate per month,
the limits specified under the Section 197(12) of the Companies
Act,2013 read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014.

51. Shares transferred to investor education and
protection fund:

No shares were transferred to the Investor Education and
Protection Fund during the year under review.

52. Ratio of remuneration to each director:

Under section 197(12) of the Companies Act, 2013, and Rule
5(1) (2) & (3) of the Companies (Appointment & Remuneration)
Rules, 2014 read with Schedule V of the Companies Act,
2013 the ratio of remuneration of Mrs. Palem Supriya Reddy,
Managing Director of the Company to the median remuneration
of the employees is 1.16:1 and of Mr. P. Harish Naidu, CFO of the
Company is 3.10:1.

53. Non-executive directors' compensation and
disclosures:

None of the Independent / Non-Executive Directors has any
pecuniary relationship or transactions with the Company which
in the Judgment of the Board may affect the independence of
the Directors.

54. Industry based disclosures as mandated by
the respective laws governing the company:

The Company is not a NBFC, Housing Companies etc., and
hence Industry based disclosures is not required.

55. Failure to implement corporate actions:

During the year under review, no corporate actions were done
by the Company which were failed to be implemented.

56. Corporate insolvency resolution process
initiated under the insolvency and bankruptcy
code, 2016.

No corporate insolvency resolution processes were initiated
against the Company under the Insolvency and Bankruptcy
Code, 2016, during the year under review.

57. Details of difference between valuation
amount on one time settlement and valuation
while availing loan from banks and Financial
institutions:

During the year under review, there has been no one time
settlement of loans taken from banks and financial institutions.

58. Policies:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for
all listed companies. All the policies are available on our website (https:// www.palred.com/investors/ policies). The policies are
reviewed periodically by the Board and updated based on need and new compliance requirement.

59. Statutory compliance:

The Company has complied with the required provisions
relating to statutory compliance with regard to the affairs of
the Company in all respects.

60. Code of conduct for the prevention of insider
trading:

Pursuant to the provisions of SEBI (Prohibition of Insider
Trading) Regulations, 2015 as amended from time to time, the
Company has formulated a Code of Conduct for Prevention
of Insider Trading (“Insider Trading Code”) and a Code of
Practices and Procedures for fair disclosure of Unpublished
Price Sensitive Information (“UPSI”).

The Code of Practices and Procedures for fair disclosure of
UPSI is available on the website of the Company at https://
www. Palred.com

61. CEO/CFO Certification:

As required Regulation 17(8) read with Schedule II of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the CEO/CFO certification is attached with
the annual report as Annexure I.

62. Prevention of sexual harassment at
workplace:

The Company has always believed in providing a safe and
harassment free workplace for every individual working in its
premises through various policies and practices. The Company
always endeavors to create and provide an environment that
is free from discrimination and harassment including sexual
harassment.

The Company has adopted a policy on Prevention of Sexual
Harassment at Workplace which aims at prevention of
harassment of employees and lays down the guidelines for
identification, reporting and prevention of undesired behavior.
An Internal Complaints Committee (“ICC”) has been set up by

the senior management (with women employees constituting
the majority). The ICC is responsible for redressal of complaints
related to sexual harassment and follows the guidelines
provided in the Policy.

During the financial year ended March 31, 2024, no complaints
pertaining to sexual harassment have been received.

63. Green Initiatives:

In commitment to keep in line with the Green Initiative and
going beyond it to create new green initiatives, electronic copy
of the Notice of 26th Annual General Meeting of the Company
are sent to all Members whose email addresses are registered
with the Company/Depository Participant(s). For members
who have not registered their e-mail addresses, physical
copies are sent through the permitted mode.

64. Event Based Disclosures

During the year under review, the Company has not taken up
any of the following activities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it
for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

65. Other Disclosures:

Your Directors state that no disclosure or reporting is required
in respect of the following items as there were no transactions
on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend,
voting or otherwise.

b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred
to in this Report.

c. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any
of its subsidiaries.

66. Appreciation & acknowledgement:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the investors,
customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thanks
the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to
achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents, banks and other “financial institutions and
shareholders of the Company like SEBI, BSE, NSE, NSDL, CDSL, ICICI Bank, Kotak Mahindra Bank and CITI Bank etc. for their
continued support for the growth of the Company.

or and on behalf of the Board of Directors
Paired Technologies Limited

Sd/- Sd/-

P. Supriya Reddy Ravichandran Rajagopal

Chairperson & Managing Director Director

(DIN: 00055870) (DIN: 00110930)

Place: Hyderabad
Date: 28.05.2025