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Palred Technologies Ltd
Industry :  Computers - Software - Medium / Small
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As on: Sep 27, 2023 09:52 AM

To the Members,

Paired Technologies Limited,

Hyderabad, Telangana, India

The Board of Directors hereby submits the report of the business and operations of your Company ('the Company' or 'Palred') along with the audited "Financial statement for the "Fiscal Year ended March 31, 2022. 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, 2022 has been as under:

(Amount in Lakhs)




2021-22 2020-21 2021-22 2020-21
Turnover/Income (Gross) 150.00 151.02 12,758.77 11,700.22
Other Income 70.22 81.17 103.91 177.94
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense 18.71 51.07 219.84 68710
Less: Depreciation/ Amortisation/ Impairment 8.97 9.46 62.70 71.36
Profit /loss before Finance Costs, Exceptional items and Tax Expense 9.73 41.61 157.14 615.74
Less: Finance Costs 1.42 0.31 323.50 273.69
Profit /loss before Exceptional items and Tax Expense 8.31 41.30 (166.35) 342.05
Add/(less): Exceptional items 392.51 (475.14) 0 0
Profit /loss before Tax Expense 400.82 (433.84) (166.35) 342.05
Less: Tax Expense (Current & Deferred) 0 0 0 0
Profit /loss for the year (1) 400.82 (433.84) (166.35) 342.05
Total Comprehensive Income/loss (2) 0.36 0.21 9.29 (1.92)
Total (1+2) 401.18 (433.62) (157.06) 343.97
Balance of profit /loss for earlier years (656717) (6133.33) (6229.27) (6462.45)
Less: Transfer to Debenture Redemption Reserve 0 0 0 0
Less: Transfer to Reserves 0 0 0 0
Less: Dividend paid on Equity Shares 0 0 0 0
Less: Dividend paid on Preference Shares 0 0 0 0
Less: Dividend Distribution Tax 0 0 0 0
Balance carried forward (6166.36) (6567.17) (6229.27) (6229.27)

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

Revenues - standalone

During the year under review, the Company has recorded an income of Rs. 220.21 Lakhs and profit of Rs. 401.18 Lakhs as against the income of Rs. 232.19 Lakhs and loss of Rs. (433.62) Lakhs in the previous financial year ending 31.03.2021.

Revenues - Consolidated

During the year under review, the Company has recorded an income of Rs.12,862.68 Lakhs and loss of Rs. (157.06) Lakhs as against the income of Rs. 11878.17 Lakhs and profit of Rs. 343.97 Lakhs in the previous financial year ending 31.03.2021.

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 transferred Rs. 34,03,237/- against un-paid dividend of FY.2013-14 to Investor Education and Protection Fund during the year under report.

9. Details of utilization of funds:

The Company has already received upfront payment of 25%

i.e., Rs. 32/- per warrant, aggregating to Rs. 8,00,00,000/- at the time of subscription of the warrants, from strategic investor not forming part of promoter group of the Company. As per terms of warrants, the warrant holder would deposit the remaining portion of 75% i.e., Rs. 96 /- per warrant at the time of conversion of warrant into equity share. The Company has used this fund towards the objects as mentioned in the notice of Extra Ordinary General Meeting and there is no deviation in the usage of the proceeds of the preferential allotment.

10. Details of Nodal Officer:

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

11. 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 transferred an amount of Rs. 34,03, 237/- against un-paid dividend remaining un-paid or un-claimed for a period of more than seven years pertaining to the financial year 2013-14 to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act through filing of FORM I EPF-1 to Registrar of Companies.

12. Revision of financial statements:

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

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

The Company has not undergone any change in the nature of business during the FY 2021-22.

14. Deposits from public:

The Company has not accepted any public deposits during the Financial Year ended March 31, 2022 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, 2022, there has been no noncompliance with the requirements of the Act.

15. Depository System:

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only with effect from 1st April 2019. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories. The Company has, directly as well as through its RTA, sent intimation to shareholders who are holding shares in physical form, advising them to get the shares dematerialized.

16. 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, 2022.

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.

17. Performance highlights of key operating subsidiaries:

Paired Electronics Private limited:

Palred Electronics Pvt Ltd (PEP) owns Consumer Electronics brand, pTron. Bridging the gap between technology & people, pTron is committed to being a trendsetter in budget segment lifestyle gadgets to meet the growing needs of new-age consumers. With cutting-edge technologies & best in class features, pTron is known to offer mobile & digital lifestyle products that are engineering feats in the given price segment and has sold more than 11 million units to date.

pTron has emerged as a leading maker of wireless audio & digital lifestyle accessories. It is one of the Top 5 Earwear

Companies in India's Audio segment as per International Data Corporation IDC's India Monthly Wearable Device Tracker, February 2022. pTron has emerged as a new star in the block with product features and prices and its unique and different marketing strategies that have stolen the attention of its users.

• pTron is a brand that sells trendy consumer electronics. pTron provides inexpensive, durable, and most importantly "fashionable" audio devices and accessories.

• pTron sells a wide range of trendy electronic items such as wireless & wired audio devices including portable chargers and cables.

• pTron focuses on customer needs, desires, and behavior patterns and provides the customers with what they want. The company is always innovating and expanding its portfolio in order to provide technology solutions that are in sync with changing consumer preferences and consumption habits.

pTron has a flexible business strategy that focuses on customer needs, desires, and behavior patterns, giving it a competitive advantage in its capacity to listen and react in real-time to provide customers with what they want. Most importantly, our company is always innovating and expanding its portfolio in order to provide technology solutions that are in sync with changing consumer preferences and consumption habits. In terms of customer acquisition, we take a two-pronged strategy. The first is to create the category of "hearables" by converting traditional users to a better way of life, based solely on the strength of the product and the user experience. The second is to continue to grow this category by introducing more feature- rich products at competitive pricing. pTron is available in both physical and online stores like Amazon, Flipkart, and other e-commerce sites and is now extending its offline presence. We are confident that our market share & consumer base shall grow consistently as we are always linked to our dedicated community and listen to their wants and desires in order to give consumer-focussed product advancements. We are dedicated to providing a great experience throughout the product's life cycle as well as completely hassle-free customer support.

pTron is poised as a challenger brand making waves in the Mobile Phone accessories segment across categories. The current brand catalog comprises 140-150 variants and around 40-45 products ranging from Wired earphones, wireless earphones & headsets, True Wireless Earbuds, Bluetooth Speakers, Smart Wearables, Power banks, chargers, cables & more.

pTron focuses on component level detailing of all its products and has extensive control over its cost and quality. This implies having strong relations with cost-efficient & reliable manufacturing partners. With these capabilities and having an in-house design team, pTron has developed product design competence and has filed several patents already which vouches for the originality and distinctiveness of pTron products. With strict quality control procedures in place warrants, all products go through 5 levels of quality checks to ensure that a consumer does not face any issues with the products.

Make in India initiative:

pTron's vertical capabilities in design engineering and manufacturing make it possible for the brand to provide customers with amazing, affordable, and well-built products that disrupt the fast-paced mobility market. The brand is constantly working and growing to overcome the challenges of the manufacturing landscape induced by the COVID impact. They kick-started their India assembly plant at Kurnool, Andhra Pradesh in August 2020 to become the 1st Indian company to design, engineer, and manufacture a True Wireless Earbud in India under GOI's Make in India scheme.

With trained & skilled manpower who have the expertise to precisely integrate electronic and mechanical components of a variety of materials into tight spaces without compromising performance, form factor no longer limits performance at pTron.

As the brand continues to drive the audio accessories market in India & focused on ramping up capabilities in terms of skilled manpower, advanced machinery & equipment, with a dedicated team of trained and experienced resources for advanced testing and research as they scale up gradually to include more products under the Make in India catalog. The brand is all set to kick start its new manufacturing set-up in Hyderabad, Telangana. The new facility will primarily be the manufacturing hub for earphones, chargers, and other key products.

As per Ameen Khwaja, Founder & CEO pTron "India can become the next hub of consumer electronics manufacturing through the "Make in India" initiative. The manufacturing base of certain products like PCBs and molds can be brought back to India provided the manufacturers are given subsidies and infrastructure for manufacturing. By doing this, we can have better control over the product quality and pricing. This will also generate huge job opportunities in India."

To promote Make in India, the basic customs duties (BCD) for electronic devices including headphones, earphones, and loudspeakers were hiked from 15 to 20 percent in the Union Budget 2022. While other brands might have to increase their product prices to address the BCD issue, pTron's Make in India initiative will help pass the cost-benefit to the consumers directly without impacting its market position.

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 during last 2 years 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.

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

During the FY 2021-22, 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.

19. Investment in subsidiaries:

During financial year 2021-22, the Company had not infused any capital in Subsidiary Companies.

20. Brand protections:

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

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

21. 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 2021-22 are also disclosed on the Company's website and its web link is http://www.palred.com

22. Board Evaluation

Performance of the 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 2022. 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.

23. Meetings of the Board:

During the year, eight (8) meetings of the Board of Directors of the Company were convened and held in accordance with the provisions of the Act. The date(s) of the Board Meeting, attendance by the directors is given in the Corporate Governance Report forming an integral part of this report.

24. 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.

25. Audit Committee Recommendations:

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

26. 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: During the year, no Directors were appointed on Board.

b) Resignation/ Cessation of Directors of the Company:

During the year, Mr. MVLN Murthy, Non-Executive Director and Ms. Richa Patnaik, Independent Director communicated tendered their Resignation Letters to the Board and Board consequently approved it. The Company has intimated about the Director Resignation to Registrar of Companies and Stock Exchanges in due course.

c) Key Managerial Personnel:

Key Managerial Personnel for the financial year 2021-22

• 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.

27. Statutory audit and auditors report:

The members of the Company at their Annual General Meeting held on 30th September, 2019 have appointed M/s. MSKA & Associates, as statutory auditors of the Company to hold office until the conclusion of 25th Annual General meeting of the Company. The Auditors' Report for fiscal year 2021-2022 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, 2022 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.

28. 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 Lakshmi Niwas & 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.

As a practice of good Corporate Governance, M/s. Lakshmi Niwas & Co., Chartered Accountants, Hyderabad, has tendered its resignation as an Internal Auditor of the Company during F.Y.2022-23. According to the provisions of Section 138 of Companies Act, 2013, and on recommendations of Audit Committee, the Board has appointed M/s. Seshachalam & Co., Chartered Accountants as an Internal Auditor of the Company for F.Y.2022-23.

29. 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, 2022.

The Secretarial Audit was carried out by Mr. Vivek Surana, Practicing Company Secretary (CP No. 12901) for the financial year ended March 31, 2022. 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.

30. 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 16, 2022, 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.

31. 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 2021-22 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

32. 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.

33. No Frauds reported by statutory auditors

During the Financial Year 2021-22, 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.

34. 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.

35. 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

36. 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.

37. 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.

38. 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.

39. Annual Return:

Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 is also available on the Company's website URL: https://www.palred.com

40. 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. 9,73,25,660/- divided into 97,32,566 equity shares of Rs. 10/- each.

41. 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).

42. 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, 2022:

a) in the preparation of the annual accounts for the financial year ended 31 March 2022, 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 2022 and of the profit and loss of the Company for the financial year ended 31 March 2022;

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.

43. 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.

44. 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, 2014are available on the company website of the company at www.palred.com

During the financial year 2021-22 no employee was granted stock option equal to or exceeding 1% of the issued share capital of the Company at the time of grant of options.

45. 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.

46. 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.

47. Insurance:

The properties and assets of your Company are adequately insured.

48. Particulars of Loans, Guarantees or Investments

During the year under review, the Company has given a corporate guarantee to Palred Electronics Private Limited (a Subsidiary Company) amounting to Rs. 30,00,00,000/- (Rupees thirty crores only). 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.

49. 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.

50. 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 2021-22, 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.

51. 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.

52. 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.

53. Implementation of Corporate Action

During the year under review, the Company has complied with the specified time limit for implementation of Corporate Actions.

54. Shares transferred to investor education and protection fund:

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

55. 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 1.30:1 and of Mr. P. Harish Naidu, CFO of the Company is 3.04:1.

56. 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.

57. 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.

58. Failure to implement corporate actions:

During the year under review, no corporate actions were done by the Company.

59. 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.

60. 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.

Name of the policy Brief Description Website link
Board Diversity Policy At Palred Technologies Limited, we believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. https://www.palred. com
Nomination and Remuneration Policy This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive / non-executive) and also the criteria for determining the remuneration of the Directors, key managerial personnel and other employees. https://www.palred. com
Policy on Material Subsidiaries The policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company and to provide the governance framework for them. https://www.palred. com
Related Party Transaction Policy The policy regulates all transactions between the Company and its related parties https://www.palred. com

61. 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.

62. 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

63. 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.

64. 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, 2022, no complaints pertaining to sexual harassment have been received.

65. 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 23rd 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.

66. 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

67. Disclosure pursuant to Part A of Schedule V of SEBI LODR

Disclosure pursuant to Part-A of Schedule V read with Regulation 34(3) of SEBI is attached as Annexure-M of this report.

68. 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.

69. 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.

For and on behalf of the Board of
Palred Technologies Limited
Sd/- Sd/-
P. Supriya Reddy S. Vijaya Saradhi
Chairperson & Managing Director Director
(DIN: 00055870) (DIN: 03089889)
Place: Hyderabad
Date: 19.08.2022