Par Drugs & Chemicals Ltd Directors Report

Dear Members,

Your Directors have immense pleasure in presenting the Twenty Fifth (25^th) Annual Report on the business and operations of the Company together with the Audited Financial Statements of your Company for the financial Year ended March 31^st, 2024.

The Director Report is prepared based on the standalone financial statements of the company and the Report on the performance and financial position of the Company.

1. FINANCIAL RESULTS:

(Amount in Lakhs except EPS)

Particulars	For the Year ended 31st March, 2024	For the Year ended 31st March, 2023
Revenue from Operations	9,564.04	9,574.88
Other Income	24.23	23.83
Total Income	9,588.27	9,598.71
Less: Total Expenses (excluding Depreciation)	7293.00	7,767.47
Profit Before Depreciation &Tax	2,295.27	1,831.24
Less: Depreciation	343.61	323.32
Profit before extraordinary items and tax	1,951.66	1,507.92
Less: Extraordinary Items	0.00	0.00
Profit before tax	1,951.66	1,507.92
Less:(i) Current Tax	497.56	379.51
(ii)Deferred Tax	4.00	-5.00
Net Profit/(Loss) For The Year	1,450.10	1,133.41
EPS (Basic)	11.78	9.21
EPS (Diluted)	11.78	9.21

2. Performance Review

1. The Company is engaged in the Manufacturing business of Active Pharma Ingredients ("APIs"), and Fine Chemicals. Our product portfolio presently comprises 15 APIs and 10 Fine Chemical which are marketed domestically and exported.

2. The highlights of the Companys performance are as under:-

? Revenue from operations is decreased to ? 9,564.04/- Lakhs during the current year compared to previous year of ? 9,574.88/- Lakhs i.e. the decrease in the current year is approx 10.84 Lakh

? Although revenue slightly reduce, the Net Profit after tax for the current year increased to ? 1,450.10/- Lakhs compared to the previous year of ? 1,133.41/- Lakhs i.e. variation in the current year is approx 27.94%

? The earning per share has been increased from ? 9.21 to 11.78 as compared to previous year i.e. various in the current year is approx. 27.90%.

? For Fiscal 2024, our domestic and international operations accounted for approx. 75.65% and 24.35 %, respectively, of our total sales.

? There are four Manufacturing Blocks at Bhavnagar which are for different products having a capacity of approx 9,700 MTPA. Block 1 - APIs, Block 2 - Magnesium Hydroxide, Block 3 - Fine Chemicals and Block 4 - APIs/ Fine Chemicals.

The Company is making all out efforts for presenting better & better results. The Company is also redefining its marketing strategies so as to capture increased market share. Looking to the volatile market conditions, the Company management needs to be much alert all the times to have better business prospects and profitability.

3. MARKET PRICE DATA:

Our Company listed on NSE Main Board Platform having Symbol -"PAR", ISIN: INE04LG01015. The following table shows High, Low during the respective month and number of equity shares traded during each month in the FY 2023-24 on NSE*;

Months	Series**	Average of Open	Months High Price	Months Low Price	Average of Previous Close	Months total No. of Trades	Months Total Volume
April-2023	EQ	156.09	188.95	133.55	154.26	8769	286109
May-2023	EQ	186.31	222.45	161.60	185.15	21258	870971
June-2023	EQ	211.49	228.40	199.00	209.25	24188	585189
June-2023	BE	208.56	217.00	201.00	209.58	1105	72615
July-2023	BE	200.70	213.00	185.60	199.82	3291	214114
August-2023	BE	188.01	197.00	178.00	187.83	2859	227006
September-2023	EQ	208.00	228.15	191.35	200.87	4795	201319
September-2023	BE	187.18	192.75	180.00	186.17	2134	91867
October-2023	EQ	205.95	224.55	190.50	204.17	10094	311331
November-2023	EQ	227.80	248.00	210.00	225.48	26148	749251
December-2023	EQ	220.44	235.10	206.35	218.58	12339	412693
January-2024	EQ	213.60	223.85	193.90	210.37	12293	482802
February-2024	EQ	210.24	235.00	190.15	208.36	17373	665405
March-2024	EQ	209.46	219.50	200.00	207.83	9480	588405
During 2023-24	-	202.41	248.00	133.55	200.55	156126	5759077

*Source: Historical data available on www.nseindia.com

**EQ - This series allows trading in Intra-day transactions for equity permissible, normal trading is done in this category. BE - This series does not allow trading in Intra-day transactions Shares falling in the Trade for Trade

4. CHANGE IN THE BUSINESS OF THE COMPANY:

Company is engaged in manufacturing business of Active Pharma Ingredients ("APIs") and Fine Chemicals and there is no change in the nature of business of the company occurred during the year.

5. DIVIDEND:

Your directors dont recommend any Interim and final dividend for the year under review.

6. TRANSFER TO RESERVE:

Pursuant to provisions of Section 134(1)(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.

Further, there are no changes in Capital Reserve. During the year an amount of ? 1,450.10/- Lakhs transferred to the Surplus in the Statement of Profit & Loss whereas an amount of ? -10.73 /- Lakhs utilized for income tax adjustment of earlier year.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no any material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate.

8. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

The management finds that the Verification of Financial Accounting & Documents, GST Compliances, Stores, Factory Gate, Statutory Payments, Statutory Returns, Pending Claims are satisfactory and nature and in Physical Verification of Inventories & Capital Assets need some improvement.

The records of the inventories has been started maintaining in the newly implemented Infinity Software. As stated in the earlier report, the company is engaged in bulk drug production and the consumption of the raw materials are not 100% standardize in nature. So, we recommended replacing the manual system by implementing the computerized system so that the movement of the

inventories access at each level and its reports on day to day basis.

The company has started the process to move to the system called as infinity but the comprised system is still under the going stage. Considering that, it is recommended herewith to complete the computerized system. Accordingly, physical Verification of Inventories and movement of each items needs to be improved to the stage of in-built system.

On recommendation, the company has started the process to move to the system called as infinity but the comprised system is still under the going stage. Considering that, it is recommended herewith to complete the computerized system. Accordingly, physical Verification of Inventories and movement of each items needs to be improved to the stage of in-built system.

The physical verification of the work in progress of the office building as on the end of the year and the plant & machinery installed during the year are not possible to do as the work in the unit is still going on. There are numbers of items replaced and added during the last two years. Therefore, it is recommended to do the physical verification of all the assets on completing all installations at the Bhavnagar Unit.

The management also finds that the long term pending outstanding & receivables of exports and local dues needs to be followed up urgently and it is recommended to settle the same.

Further, the Board has adopted procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Management of the Company and internal auditor checks and verifies the internal control and monitors them in accordance with.

9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

As there are no any significant and material orders were passed by any regulators and/or courts and tribunals during the year under review which may have the impact on the going concern status and companys operations in future.

10. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Company.

11. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review.

12. AUDITORS & AUDITORS REPORT:

Statutory Auditors:

It is recommended to appoint M/s. Sarupria Somani & Associates, Chartered Accountants (Firm Registration No.: 010674C), having valid Peer Review certificate, as the Statutory Auditors of the company from the conclusion of the 25^th Annual General Meeting till the conclusion of the 26^th Annual General Meeting of the Company to be held for the F.Y. 2024-25 at an annual remuneration / fees of ? 2,25,000/- (Rupees Two Lakh Twenty Five Thousand only) plus out of pocket expenses and taxes as applicable from time to time with the power to the Board/Audit Committee to alter and vary the terms and conditions of appointment, revision including upward revision in the remuneration during the remaining tenure. As required under the provisions of Section 139 of the Companies Act, 2013, company has obtained confirmation from M/s. Sarupria Somani & Associates, Chartered Accountants (Firm Registration No.: 010674C), that their appointment, if made, would be in conformity with the limits specified in the said Section.

Boards comment on the Auditors Report:

Audit report to the Shareholders does not contain any qualification, reservation or adverse remarks. The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and does not call for any further comment.

Secretarial Auditor:

Pursuant to provisions of Section 204 of the Companies Act, 2013, Board of Directors had appointed M/s. DG Patel & Associates, Practicing Company Secretaries (C.P. No.: 13774) as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2023-24.

Secretarial Auditors Report:

Secretarial Audit report to the Shareholders contains following qualification, reservation or adverse remarks:

1. There was a delay of 2 days in submission of

Financial Results for the Quarter and nine months ended on 31st December, 2023 to the National Stock Exchange as required under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Financial results for said Quarter and Nine months were submitted to stock exchange (NSE) on 16th February, 2024 i.e. by delay of 2 (Two) days. However, company had paid fine for the same imposed by the National Stock Exchange.

Directors comments on above mentioned qualification point wise:

1. Company had not complied with the Regulation 33 of SEBI LODR Regulations, 2015 w.r.t. submission of Unaudited Standalone Financial Results due to personal reason and preoccupation of work of Statutory Auditor, Statutory Auditor was not able to review Unaudited Standalone Financial Results of the Company for quarter and nine months ended on 31^st December, 2023 within due date and hence company rescheduled its Board Meeting on 16^th February, 2024 and therefore delay of 2 days occurred in submission of results.

For the same, company had paid ? 10,000/- plus GST fine amount to NSE on 16^th March, 2024.

The Secretarial Audit Report for the financial year ended 31^st March, 2024 is annexed herewith as Annexure - I to this report.

Internal Auditor:

As per Section 138 of Companies Act 2013, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors.

During the year under review, M/s Siddhpura & Co., Chartered Accountants was appointed as Internal Auditors to conduct internal audit as per agreed scope of works pursuant to the provision of section 138 of Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

13. DETAILS OF FRAUD REPORTING BY AUDITOR:

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud.

14. MAINTENANCE OF COST RECORDS & COST AUDIT:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is required by the Company and accordingly such accounts and records are made and maintained. Requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 is not applicable to the Company.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

15.1 Composition of Board of Directors:

The Board of Directors of Company is a balanced one with an optimum mix of Executive and Non Executive Directors. The Board of the Company is headed by an Executive Chairman.

As on 31^st March, 2024, the Board of Company consists of following Directors:

Sr. No. Name of Director & DIN	Category	Age in Years	No. of Directorship in other companies	No. of membership &Chairmanship of committees in other Public Limited Company
1. Mr. Falgun Vallabhbhai Savani DIN:00198236	Chairman and Managing Director (Promoter)	49	NIL	NIL
2. Mr. Jignesh Vallabhbhai Savani DIN:00198203	Executive Director & CEO (Promoter)	46	NIL	NIL
3. Mr. Ghanshayambhai Bhagvanbhai Savani DIN: 03055941	Whole Time Director (Promoter Group)	54	NIL	NIL
4. Mrs. Nayna Jignesh Savani DIN: 00198189	Non- Executive Director (Promoter Group)	45	NIL	NIL
5. Mr. Pravin Manjibhai Bhayani DIN:08332851	Non- Executive Independent Director	52	NIL	NIL
6. Mrs. Krishna Mitulbhai Shah DIN: 08317678	Non- Executive Independent Director	45	NIL	NIL
7. Mrs. Kajal Chintanbhai Vaghani DIN:08317641	Non- Executive Independent Director	44	NIL	NIL
8. Mrs. Bintal Bhaveshkumar Shah DIN:08893054	Non- Executive Independent Director	48	NIL	NIL

Notes:

(i) Chairmanship/Membership of Committee only includes Audit Committee and Stakeholders Relationships Committee in Indian Public Limited companies other than Par Drugs And Chemicals Limited. Members of the Board of the Company do not have membership of more than ten Board-level Committees or Chairperson of more than five such Committees.

(ii) None of the directors are related to each other except Mr. Falgun Vallabhbhai Savani, Mr. Jignesh Vallabhbhai Savani, Mrs. Nayna Jignesh Savani, Mr. Ghanshayambhai Bhagvanbhai Savani, are related to each other.

(iii) Details of Director(s) retiring or being reappointed are given in notice to Annual General Meeting.

(iv) Brief profiles of each of the above Directors are given in the beginning of the report.

15.2 Key Managerial Personnel (KMP):

As on 31^st March, 2024, Mr. Falgun Vallabhbhai

Savani, Chairman & Managing Director; Mr.

Ghanshayambhai Bhagvanbhai Savani, Whole-time

Director; Mr. Jignesh Vallabhbhai Savani, Chief

Executive Officer; Mr. Chintan Pratapbhai Chauhan, Chief Financial Officer and Mr. Sanket Bhupendrabhai Trivedi, Company Secretary and Compliance Officer of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013. There is no change in Key Managerial Personnel during the year under review.

15.3 Directors retiring by rotation and seeking appointment/re-appointment:

In terms of section 152 of the Companies Act, 2013, Mr. Ghanshayambhai Bhagvanbhai Savani, Whole-time Director (DIN: 03055941), who retires by rotation and being eligible offers himself for reappointment. Based on the performance evaluation and recommendation of the nomination and remuneration committee, the Board recommends his reappointment.

Mr. Jignesh Vallabhbhai Savani, Director & CEO (DIN: 00198203) who retired by rotation reappointed in the 24^th Annual General Meeting of the company held on 16^th September, 2023.

Mr. Falgun V. Savani Chairman & Managing Director (DIN:00198236) who retired by rotation re-appointed in the 23^rd Annual General Meeting of the company held on 10^th September, 2022.

Term of Mr. Falgun Vallabhbhai Savani (DIN: 00198236) as Chairman & Managing Director ended on 25^th Day of November, 2023. He was re-appointed as Chairman & Managing Director for further period of 5 years from 26^th Day of November, 2023 to 25^th Day of November, 2028 in the 24^th Annual General Meeting of the company held on 16^th September, 2023.

Term of Mr. Ghanshayambhai Bhagvanbhai Savani (DIN: 03055941) as Whole-time Director ended on 25^th Day of November, 2023. He was re-appointed as Whole-time Director for further period of 5 years from 26^th Day of November, 2023 to 25^th Day of November, 2028 in the 24^th Annual General Meeting of the company held on 16^th September, 2023.

Term of Mr. Jignesh Vallabhbhai Savani (DIN: 00198203) as CEO ended on 25^th Day of November, 2023. He was re-appointed as CEO for further period of 5 years from 26^th Day of November, 2023 to 25^th Day of November, 2028 in the 24^th Annual General Meeting of the company held on 16^th September, 2023.

Term of Mr. Pravin Manjibhai Bhayani (DIN: 08332851) as an Independent Director of the Company ended on 16^th Day of January, 2024. He was re-appointed as an Independent Director for

a second term of Five consecutive years w.e.f. 17^th January, 2024 to 16^th January, 2029 in the 24^th Annual General Meeting of the company held on 16^th September, 2023.

Term of Mrs. Krishna Mitulbhai Shah (DIN: 08317678) as an Independent Director of the Company ended on 16^th Day of January, 2024. She was re-appointed as an Independent Director for a second term of Five consecutive years w.e.f. 17^th January, 2024 to 16^th January, 2029 in the 24^th Annual General Meeting of the company held on 16^th September, 2023.

Term of Mrs. Kajal Chintanbhai Vaghani (DIN: 08317641) as an Independent Director of the Company ended on 16^th Day of January, 2024. She was re-appointed as an Independent Director for a second term of Five consecutive years w.e.f. 17^th January, 2024 to 16^th January, 2029 in the 24^th Annual General Meeting of the company held on 16^th September, 2023.

16 Meetings of Board of Directors:

Details of the Board Meetings held during the Financial Year ended 31^st March, 2024 are as under. The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013.

Meeting No.	Date of Board Meeting	Total no. of Directors	No. of Directors present
1/2023-24	27-04-2023	8	8
2/2023-24	03-08-2023	8	8
3/2023-24	17-08-2023	8	8
4/2023-24	28-10-2023	8	7
5/2023-24	16-02-2024	8	7
6/2023-24	07-03-2024	8	7

The names of members of the Board and their attendance at the Board Meetings are as under:

Name of the Directors	Number of Meetings which Director was entitled to attend	Number of Board Meetings attended during the F.Y. 2023-24
Mr. Falgun Vallabhbhai Savani	6	6
Mr. Jignesh Vallabhbhai Savani	6	6
Mr. Ghanshayambhai Bhagvanbhai Savani	6	6
Mrs. Nayna Jignesh Savani	6	6
Mrs. Krishna Mitulbhai Shah	6	6
Mrs. Kajal Chintanbhai Vaghani	6	5
Mr. Pravin Manjibhai Bhayani	6	6
Mrs. Bintal Bhaveshkumar Shah	6	4

16.1 Board Committees and their Meetings:

1. Audit Committee:

The Audit Committee comprises of four members with three Independent Directors and one Executive Director as on 31^st March, 2024.

Meeting No.	Date of Audit Committee Meeting	Total no. of Member	No. of Member present
1/AC/2023-24	27-04-2023	4	4
2/AC/2023-24	03-08-2023	4	3
3/AC/2023-24	16-08-2023	4	3
4/AC/2023-24	28-10-2023	4	4
5/AC/2023-24	16-02-2024	4	3
6/AC/2023-24	07-03-2024	4	4

The Chairman of the Committee has attended the last Annual General Meeting of the Company held on September 16, 2023.

2. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of three members with two Independent Directors and one Non-executive Director as on 31^st March, 2024.

The Committee met two times during the year on August 16, 2023 and February 16, 2024. The Composition of the Committee as on March 31, 2024 and its attendance for meetings held during the year is set out below:

The Composition of the Committee as on March 31, 2024 and its attendance for meetings held during the year is set out below:

Name of Member	Category	Status	No. of meeting attended/ held
Mr. Pravin Manjibhai Bhayani	Non-Executive & Independent Director	Chairman	6/6
Mrs. Kajal Chintanbhai Vaghani	Non-Executive & Independent Director	Member	3/6
Mr. Falgun Vallabhbhai Savani	Chairman & Managing Director	Member	6/6
Mrs. Krishna Mitulbhai Shah	Non-Executive & Independent Director	Member	6/6

 

Name of Member	Category	Status	No. of meeting attended/ held
Mr. Pravin Manjibhai Bhayani	Non-Executive & Independent Director	Chairman	2/2
Mrs. Krishna Mitulbhai Shah	Non-Executive & Independent Director	Member	2/2
Mrs. Nayna J. Savani	Non-Executive Director	Member	2/2

The Chairman of the Committee has attended the last Annual General Meeting of the Company held on September 16, 2023.

3. Stakeholders Relationship Committee:

Company has constituted a Stakeholders Relationship Committee to redress complaints of the shareholders. The Stakeholders Relationship Committee comprises of three members with two Independent Directors and one Executive Director as on 31^st March, 2024.

The Committee met on August 16, 2023. The Composition of the Committee as on March 31, 2024 and its attendance for meetings held during the year is set out below:

Name of Member	Category	Status	No. of meeting attended/ held
Mr. Pravin Manjibhai Bhayani	Non-Executive & Independent Director	Chairman	1/1
Mrs. Krishna Mitulbhai Shah	Non-Executive & Independent Director	Member	1/1
Mr. Jignesh V. Savani	Executive Director & CEO	Member	1/1

The Chairman of the Committee has attended the last Annual General Meeting of the Company held on September 16, 2023.

4. CSR Committee:

The board of directors have formulated the CSR Committee on January 23, 2020 in order to take corporate initiative to assess and take responsibility for the companys effects on the environment and impact on social welfare.

The CSR Committee comprises of three members with two Independent Directors and one Non-executive Director as on March 31, 2024.

The Committee met two times during the year i.e. on August 16, 2023 and February 16, 2024. The Composition of the Committee as on March 31, 2024 and its attendance for meetings held during the year is set out below:

Name of Member	Category	Status	No. of meeting attended/ held
Mr. Pravin Manjibhai Bhayani	Non-Executive & Independent Director	Chairman	2/2
Mrs. Krishna Mitulbhai Shah	Non-Executive & Independent Director	Member	2/2
Mrs. Nayna J. Savani	Non-Executive Director	Member	2/2

The Chairman of the Committee has attended the last Annual General Meeting of the Company held on September 16, 2023.

5. Independent Director Meeting:

One Meeting of Independent Directors held on 29/03/2024 during the year under review and attendance for meetings held during the year is set out below:

Name of Member	Category	Status	No. of meeting attended/ held
Mr. Pravin Manjibhai Bhayani	Non-Executive & Independent Director	Chairman	1/1
Mrs. Krishna Mitulbhai Shah	Non-Executive & Independent Director	Member	1/1
Mrs. Kajal Chintanbhai Vaghani	Non-Executive & Independent Director	Member	0/1
Mrs. Bintal Bhaveshkumar Shah	Non-Executive & Independent Director	Member	1/1

17 Details of Remuneration paid to Directors/KMPs:

Name of Director/KMP	Designation	Remuneration / Sitting Fees* p.a. (in Lakhs)
Mr. Falgun Vallabhbhai Savani	Chairman & Managing Director	51.50 0.60*
Mr. Jignesh Vallabhbhai Savani	CEO and Executive Director	51.50 0.35*
Mr. Ghanshayambhai Bhagvanbhai Savani	Whole-time Director	51.50 0.30*
Mrs. Nayna Jignesh Savani	Non- Executive Director	0.50*
Mrs. Krishna Mitulbhai Shah	Non- Executive Independent Director	0.90*
Mrs. Kajal Chintanbhai Vaghani	Non- Executive Independent Director	0.40*
Mr. Pravin Manjibhai Bhayani	Non- Executive Independent Director	12.00 0.90*
Mrs. Bintal Bhaveshkumar Shah	Non- Executive Independent Director	0.25*
Mr. Sanket Bhupendrabhai Trivedi	Company Secretary & Compliance Officer	6.63
Mr. Chintan Pratapbhai Chauhan	Chief Financial Officer (CFO)	5.89

*Sitting Fees

18 Policy on appointment and remuneration to Directors, KMP & Senior Management Personnel:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is available on the website of the company at http://pardrugs.com/pdf/ policies/Nomination%20and%20Remuneration%20 Policy%20-%20PAR.pdf

19 Code of Conduct:

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company which is posted on the website of the Company at http://pardrugs.com/pdf/policies/ Code%20of%20Director%20&%20Senior%20 Management%20Personnel%20-%20PAR.pdf .

20 Insider Trading:

As per SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has devised the Code of Conduct to regulate, monitor and report trading in Companys securities by persons having access to unpublished price sensitive information of the Company. The Company Secretary is the Compliance Officer for the purpose of this code.

21 Familiarization Programme for Independent Director:

The Independent Directors are very enthusiastic to get involved in the activity of the Company and

on continuous basis they are in constant touch with the executive directors of the Company and also they have taken part in the activity like to visit Companys plants, where plant heads appraise them of the operational and sustainability aspects of the plants to enable them to have full understanding on the activities of the Company and initiatives taken on safety, quality, CSR, Sustainability etc. Further detailed programme is available on the website of the company at http://pardrugs.com/familiraisation- programme.php

22. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its all committees.

23. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors confirming that they meet criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. Pursuant to Ministry of Corporate Affairs Notification, dated October 22, 2019 all the Independent Directors of the Company have already registered themselves on IICA and also they have successfully qualified online proficiency for Independent Directors Data bank from Indian Institute of Corporate Affairs as on date this report.

24. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT U/S 186 OF THE COMPANIES ACT, 2013:

During the reporting period, your Company has not granted any loans, guarantees or made investments or provided securities in violation of Section 186 of the Companies Act, 2013 and rules thereof. Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements forming part of this annual report.

25. WEB LINK OF ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as of March 31, 2023, on its website at www.pardrugs.com/annual-reports. php The Company will also place annual return in Form No MGT-7 for FY 2023-24 on completion of ensuing annual general meeting of shareholders of the Company.

26. SHARE CAPITAL:

Authorized Share Capital:

The authorized share capital of the Company is ? 12,50,00,000/- divided into 1,25,00,000 Equity Shares

Paid up Share Capital:

At present, paid-up equity share capital is ? 12,30,46,360/- consisting of 12304636 equity shares of ? 10/- each.

Buy Back of Securities:

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

Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year under review.

Bonus Shares:

The Company has not issued any Bonus Shares during the year under review.

Employees Stock Option Plan:

The Company has not provided any Stock Option Scheme to the employees during the year under review.

27. DEMATERIALISATION OF SHARES:

100% of the companys paid up Equity Share Capital is in dematerialized form as on 31^st March, 2024.

28. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

Particulars of contracts or arrangements with related parties under Section 188 of the Companies Act, 2013 during the year under review are given in Form AOC-2 attached with this report as Annexure - II. Further, the disclosure of transactions with related party for the year, as per Accounting Standard-18 Related Party Disclosures is given in Note no. 30 to the Balance Sheet as on 31^st March, 2024.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act 2013, the rules made thereunder and the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015. This policy was considered and approved by the Board and has been uploaded on the website of the Company at https://www.pardrugs.com/pdf/ policies/Policv%20on%20Related%20Party%20 Tranactions%20-%20PAR.pdf .

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

A. Conservation of Energy & Technology Absorption:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have been furnished considering the nature of activities undertaken by the company during the year under review is annexed hereto as Annexure-III and forms part of this report.

B. Foreign Exchange earnings and Outgo:

Foreign Earnings: ? 23,28,94,069/- Foreign Outgo: ? 4,66,29,796/-

30. PARTICULARS OF EMPLOYEES:

During the year under review, none of the employees of the Company were in receipt of remuneration exceeding ? 1,02,00,000/- p.a., if employed throughout the year or ? 8,50,000/- p.m. if employed for part of the year. Further, statement containing particulars of employees under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as under:

Information as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. Ratio of the remuneration of each director to the median remuneration of the employees and percentage increase in remuneration of each Director, CEO, CFO and CS of the Company for the financial year 2023-24:

Name	Designation	% increase/ (decrease) in remuneration in the FY 2023-24	Ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year
SHRI FALGUN VALLABHBHAI SAVANI	Chairman & Managing Director	0.00	27.32:1
SHRI JIGNESH VALLABHBHAI SAVANI	Executive Director & Chief Executive Officer	0.00	27.32:1
SHRI GHANSHAYAMBHAI BHAGVANBHAI SAVANI	Whole-time Director	0.00	27.32:1
SMT. NAYNA JIGNESH SAVANI	Non-Executive Director *	11.11	0.27:1
SHRI PRAVIN MANJIBHAI BHAYANI	Independent Director**	1500.00	6.37:1
SMT. KRISHNA MITULBHAI SHAH	Independent Director*	20.00	0.48:1
SMT. KAJAL CHINTANBHAI VAGHANI	Independent Director*	-11.11	0.21:1
SMT. BINTAL BHAVESHKUMAR SHAH	Independent Director*	0.00	0.13:1
SHRI SANKET BHUPENDRABHAI TRIVEDI	Company Secretary and Compliance Officer	5.24	-
SHRI CHINTAN PRATAPBHAI CHAUHAN	Chief Financial Officer	7.95	-

Note: *Remuneration of the Directors consists only of sitting fees drawn by them.

** Remuneration of the Independent Director compare with previous year sitting fees because the remuneration is approved in the previous AGM by members

***The percentage increase in remuneration is calculated basis the remuneration as per Section 17 of the Income Tax Act, 1961.

2. Median remuneration of employee during the year of the company is ? 1.88 Lakh

3. Percentage increase in the median remuneration of employees in the financial year (Median 2023- 24/Median 2022-23): 13.99 %

4. The number of permanent employees on the rolls of company: 122

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

a. Average percentage increase in salary of employees other than managerial personnel is 14.52%

b. Average percentage increase in salary of managerial personnel is 0.64%

6. The Company hereby affirm that the remuneration is as per remuneration policy of the Company

Information pursuant to Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 also forms part of this report pursuant to proviso to Section 136(1) of the Act. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the registered office address of the Company

31. RISK MANAGEMENT POLICY:

At Par Drugs and Chemicals Limited, risks are measured, estimated and controlled with the objective to mitigate adverse impact. Your companys fundamental approach to risk management includes to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. The Company has adopted an approach

towards risk assessment, risk management and risk monitoring, which is periodically reviewed by the Board.

32. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the said Report, which is a part of this report. CSR Policy is available on the Companys website at http://pardrugs.com/pdf/policies/Final_ CSR_POLICY.pdf

33. VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at https://www.pardrugs.com/pdf/policies/Vigil%20 Mechanism%20Policy%20-%20PAR.pdf

34. HUMAN RESOURCES:

During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals.

35. CORPORATE GOVERNANCE:

Your company is committed to good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance SEBI (LODR) Regulations, 2015 are complied with. The Corporate Governance Report with the Auditors Certificate thereon, and Management Discussion and Analysis Report are attached, and Corporate Governance Report is attached as an Annexure-V. Further Company regularly filed Corporate Governance Report as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which are available on the website of the Company at http://pardrugs.com/corporate- governance-report.php

36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as a part of this report.

37. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a

policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. Internal Complaint Committee is set up to redress complaints received regularly. There were no complaints received and reported under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

38. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

39. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

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

Not applicable as no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

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

Not applicable.

42. ACKNOWLEDGMENT:

Your Directors would like to express their sincere appreciation for the assistance and cooperation received from the banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

Annexure - I

Form No. MR-3 SECRETARIAL AUDIT REPORT For the financial year ended 31^st March, 2024

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

PAR DRUGS AND CHEMICALS LIMITED 815, Nilamber Triumph, Gotri Vasna Road,

Vadodara- 390007 Gujarat, India.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Par Drugs And Chemicals Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company, the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2024 generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the Company for the financial year ended on March 31, 2024 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the Rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the Rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2021 - Not applicable to the company during Audit period;

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - Not applicable to the company during Audit period;

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 and amendments from time to time regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not applicable to the company during Audit period;

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 - Not applicable to the company during Audit period;

(vi) Other laws applicable to the Company as per the representations made by the Company, its officers and authorized representatives during the conduct of audit namely:

a. Environment (Protection) Act, 1986 and Rules made thereunder;

b. Hazardous Waste (Management and Handling) Rules, 1989;

c. Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016;

d. Air (Prevention and Control of Pollution) Act, 1981;

e. Water (Prevention and Control of Pollution) Act, 1974;

f. The Drugs and Cosmetics Act, 1940 as amended from time to time;

g. The Drugs and Cosmetic Rules, 1945 as amended from time to time;

h. Labour, Employee, Industrial and other Laws to the extent applicable to the Company.

The examination and reporting on abovementioned laws and rules are limited to whether there are adequate systems and process in place to monitor and ensure compliance with those laws.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to board and general meetings;

(ii) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and the Listing Agreements entered into by the Company with Stock exchange except that there was a delay of 2 days in submission of Financial Results for the Quarter and nine months ended on 31^st December, 2023 to the National Stock Exchange as required under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Financial results for said Quarter and Nine months were submitted to stock exchange (NSE) on 16^th February, 2024 i.e. by delay of 2 (Two) days. However, company had paid fine for the same imposed by the National Stock Exchange.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that during the audit period, The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance other than those held at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that the systems and processes in the company are commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

To,

The Members

PAR DRUGS AND CHEMICALS LIMITED

815, Nilamber Triumph, Gotri Vasna Road,

Vadodara- 390007 Gujarat, India.

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Form No. AOC-2

[Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014]

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arms length basis: N.A.

2. Details of material contracts or arrangement or transactions at arms length basis:

Name of the related party and nature of relationship	Nature of contracts/ arrangements/ transactions	Duration of the contracts/ arrangements/ transactions	Salient terms	Date of approval	Amount paid as advances, if any
Falgunbhai V Savani HUF - Falgunbhai V Savani, Chairman & Managing Director is Karta of HUF	Purchase of Immovable Property	N.A.	Consideration paid ? 76.90 Lakhs	27/04/2023	N.A.
Jignesh V Savani HUF - Jignesh V Savani, CEO & Director is Karta of HUF	Purchase of Immovable Property	N.A.	Consideration paid ? 76.90 Lakhs	27/04/2023	N.A.
Ghanshyambhai B Savani HUF - Ghanshyambhai B Savani, Wholetime Director is Karta of HUF	Purchase of Immovable Property	N.A.	Consideration paid ? 76.90 Lakhs	27/04/2023	N.A.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

(A) Conservation of energy-

(i) the steps taken or impact on conservation of energy:

The Company is engaged in the Manufacturing business of Active Pharma Ingredients ("APIs"), Antacid Molecules and other chemical and pharmaceuticals products. Our product portfolio presently comprises 15 APIs and 10 Fine Chemical which are marketed domestically and exported. The use of energy is substantial in the manufacturing process of the company. The company has taken various measures to minimize consumption of energy, to optimize productivity and also to conserve energy and making best use of the resources. A considerable amount of time and effort was earmarked for conserving power across all the plants. Details of the energy consumption for the F.Y. 2023-24 are as under:

Electricity			Coal		Diesel
UNIT	Total Cost -	UNIT	Total Cost	UNIT	Total Cost
(In KWH)	(Rs. In Lakh)	(In MT)	(Rs. In Lakh)	(In LITER)	(Rs. In Lakh)
3736540	334.47	8501.81	1026.15	3200.00	3.00

(ii) the steps taken by the company for utilizing alternate sources of energy -

During the financial year 2023-24, solar panel generated the electrical energy 115122 Kwah which equals to reduction of CO2 emission of 921 KG approx.

(iii) the capital investment on energy conservation equipments - Nil

(B) Technology absorption-

(i) The efforts made towards technology absorption -

The efforts made towards technology absorption and the benefits the benefits derived there from are as under:

LIST OF MODIFICATION WORK CARRIED OUT DURING THE FINANCIAL YEAR 2023-24

SR. NO. Work Description

1 Main Office Building Renovation, Construction of New Building and Installation of New Centrally Air Conditioning System in New Building at factory unit of the Company.

2 Installation of New Laminar Air Flow (LAF) Unit in Old renovated Block for Raw Material Sampling to maintain and improvise quality assurance

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution - None except as mentioned above.

(iii) imported technology (imported during the last three years reckoned from the beginning of the financial year)- NIL

(iv) the expenditure incurred on research & development: Rs. 10,81,019/-

1. To promote education -

a. By way of promoting digital literacy in the rural villages around Bhavnagar, Gujarat or within the state of Gujarat especially in the primary schools, government Institutes etc. by Contributing towards innovative learning, technical assistance with latest equipments like computers, projectors, Interactive flat panel, building or development of digital class etc. and help students to learn in facilitative environment;

b. Offering scholarships to the students of collages/universities for supplying study materials, instruments for practical experiments, arranging Industry visit at our Company etc. as we endeavor to support education initiatives and give wings to students dreams especially to the students of Masters.

c. Offering scholarship to the PHD students for helping them viz their research and producing a thesis of their specialization.

d. Any other educational activities for the promotion & development of education sector as deemed fit which will fall within the CSR activities as per Companies Act, 2013.

2. To promote health care including preventive health care and sanitation in the local areas nearer to the factory site of the company and such other areas as may be determined by the CSR committee.

3. To promote health care by way of contributions to PM CARES Fund, State Disaster Management Authority to combat COVID-19 or any other fund set up by the government and spending CSR funds for COVID-19 related activities etc.

4. To undertake any of the CSR activities as prescribed under Schedule VII of the Companies Act, 2013.

Implementation: To implement the Companys CSR Programmes through Company personnel or through external implementing agencies or through Trusts, Society and Section 8 companies that may be established by the Company from time to time. In such cases, the Company will specify the CSR Programmes which may be undertaken by those Trusts in accordance with

ANNUAL REPORT ON CSR ACTIVITIES

1. Brief outline on CSR Policy of the Company

Company vision is to empower communities by connecting people by recognizing economic organs of society and draw on societal resources, it is Companys belief that its performance must be measured by its Triple Bottom Line contribution to building economic, social and environmental capital towards enhancing societal sustainability. Company believes that in the strategic context of business, enterprises possess beyond mere financial resources, the transformational capacity to create game-changing development models by unleashing their power of entrepreneurial vitality, innovation and creativity. In line with this belief, company will continue crafting unique models to generate livelihoods and environmental capital. Such Corporate Social Responsibility ("CSR") projects are far more replicable, scalable and sustainable, with a significant multiplier impact on sustainable livelihood creation and environmental replenishment. These initiatives are independent of the normal conduct of Companys business. Programmes, projects and activities (collectively "CSR Programmes") carried out in this regard are the subject matter of this Policy.

The key purpose of this Policy is to:

• Define governance structure for CSR

management within the Company.

• Serve as a guiding document aiding in identification, execution and monitoring the CSR projects.

• Describe the treatment of surpluses from CSR activities

• Outline the development areas in which the Company shall get involved in

Scope of the Policy : This Policy applies to all CSR projects that will be undertaken by the Company and shall fulfill all the requirements of Section 135 of the Companies Act, 2013. The Company shall ensure all these activities are over and above the normal course of business and are in line with Schedule VII of the Companies Act, 2013. This Policy will be periodically reviewed and updated in line with the relevant codes of legislation and best practices that can be adopted by the Company.

Policy: It is Companys policy to direct Companys CSR Programmes, inter alia, towards achieving one or more of the following:

Sr. Name of Director No.	Designation / Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1 Mr. Pravin Manjibhai Bhayani	Chairman, Independent, NonExecutive Director	2	2
2 Mrs. Krishna Mitulbhai Shah	Member, Independent, NonExecutive Director	2	2
3 Mrs. Nayna Jignesh Savani	Member, Non-Independent, Non-Executive Director	2	2

may direct. The CSR Committee shall review the implementation of the CSR Programmes once in every six months and issue necessary directions from time to time to ensure orderly and efficient execution of the CSR Programmes in accordance with this Policy. At the end of every financial year, the CSR Committee will submit its report to the Board.

CSR Expenditure: CSR expenditure will include all expenditure, direct and indirect, incurred by the Company on CSR Programmes undertaken in accordance with the approved CSR Plan. Moreover, any surplus arising from any CSR Programmes shall be used for CSR. Accordingly, any income arising from CSR Programmes will be netted off from the CSR expenditure and such net amount will be reported as CSR expenditure.

The above CSR Policy is available at our website link at click here

2. Composition of the CSR committee:

their Objects and administrative and accounting processes laid down in the respective Trust Deeds/ Memorandum and Articles of Association.

Governance: Every year, the CSR Committee will place for the Boards approval, a CSR Plan delineating the CSR Programmes to be carried out during the financial year and the specified budgets thereof. The Board will consider and approve the CSR Plan with any modification that may be deemed necessary. The CSR Committee will assign the task of implementation of the CSR Plan within specified budgets and timeframes to such persons or bodies as it may deem fit. The persons/bodies to which the implementation is assigned will carry out such CSR Programmes as determined by the CSR Committee within the specified budgets and timeframes and report back to the CSR Committee on the progress thereon at such frequency as the CSR Committee

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the Company

Composition of the CSR committee shared above and is available on the Companys website on click here CSR policy - Click Here CSR projects - Click Here

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report).

As per Rule (3) (a) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, Every company having average CSR obligation of ten crore rupees or more in pursuance of subsection (5) of section 135 of the Act, in the three immediately preceding financial years, shall undertake impact assessment, through an independent agency, of their CSR projects having outlays of one crore rupees or more, and which have been completed not less than one year before undertaking the impact study. Hence, Company is out of purview of this rule due to the less CSR obligation i.e. less than ten crore rupees for the F.Y. 2023-24

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any

Sr. Financial No. Year	Amount available for set-off from preceding financial years (in ?)	Amount required to be setoff for the financial year, if any (in ?)
-	NIL	NIL

6. Average net profit of the Company as per Section 135(5): f 13,50,75,022/-

7. (a) Two percent of average net profit of the Company as per section 135(5) : f 27,01,500/-

(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years : NIL

(c) Amount required to be set off for the financial year, if any : NIL

(d) Total CSR obligation for the financial year (7a+7b-7c) : f 27,01,500 /-

8. (a) CSR amount spent or unspent for the financial year:

	Amount Unspent
Total Amount Spent for the Financial Year. (In ?)	Total Amount transferred to Unspent CSR Account as per Section 135(6)		Amount transferred to any fund specified under Schedule VII as per second proviso to Section 135(5)
	Amount	Date of transfer	Name of the Fund	Amount	Date of transfer
27,34,320/-	NIL		-	NIL

(b) Details of CSR amount spent against ongoing projects for the financial year: Not Applicable

(1) (2)	(3)	(4)	(5)		(6)	(7)	(8)	(9)	(10)	(11)
Sr. No. Name of the Project	Item from the list of activities in Schedule VII to the Act	Local area (Yes/ No)	Location of the project		Project duration	Amount allocated for the project (In ?)	Amount spent in the current financial Year (In ?)	Amount transferred to Unspent CSR Account for the project as per Section 135(6)	Mode of Implementation - Direct (Yes/ No)	Mode of Implementation Through Implementing Agency
			State	District						CSR Registration number	Name
- -	-	-	--		-	-	-	-	-	--

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

(1) (2)	(3)	(4)	(5)		(6)	(7)	(8)
Sr. No. Name of the Project	Item from the list of activities in schedule VII to the Act	Local area (Yes/ No)	Location of the project		Amount	Mode of implementation - Direct (Yes/No)	Mode of implementation - Through implementing agency
			State	District	spent for the project		Name	CSR registration number
1 Project:- "ROTARY AMRUTALAY" *	(i)	Yes	Gujarat Bhavnagar (Ghevariya Hospital, Panvadi, Bhavnagar -364001, Gujarat, India)		27,34,320/-	No	ROTARY CLUB (SOCIE- TY) OF BHAVNA- GAR	CSR 00006976
Total	-	-	--		27,34,320/-	-	-	-

* Rotary Amrutalaya - Mother Milk Bank Project, establishing a human milk bank has a positive impact on the health of vulnerable infants, providing them with essential nutrients, antibodies, and other bioactive factors crucial for their development and well-being. The fund has been utilized to purchase T30 Pasteuriser and accessories, Refrigerator, PC, software and other accessories for the project.

(d) Amount spent in Administrative Overheads: NIL

(e) Amount spent on Impact Assessment, if applicable: Not Applicable

(f) Total amount spent for the Financial Year (8b+8c+8d+8e) : f 27,34,320/-

(g) Excess amount for set off, if any.: Nil (f 18,642 was excess amount spent for the previous financial year but, not taken for set off for the Current financial Year)

Sr. No. Particular	Amount (In f )
(i) Two percent of average net profit of the Company as per Section 135(5)	27,01,500
(ii) Total amount spent for the Financial Year	27,34,320
(iii) Excess amount spent for the financial year [(ii)-(i)]	32,820
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	NIL
(v) Amount available for set off in succeeding financial years [(iii)-(iv)]	32,820

9. (a) Details of Unspent CSR amount for the preceding three financial years: Not Applicable

Sr. Preceding Financial No. Year	Amount transferred to Unspent CSR Account under Section 135 (6)	Amount spent in the reporting	Amount transferred to any fund specified under Schedule VII as per Section 135(6), if any			Amount remaining to be spent in succeeding financial years
		Financial Year	Name of the Fund	Amount	Date of transfer
- -	NIL	-	- -	NIL		-

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): Not Applicable

(1) (2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)
Sr. No. Project ID	Name of the Project	Financial Year in which the project was commenced	Project duration	Total amount allocated for the project	Amount spent on the project in the reporting Financial Year	Cumulative amount spent at the end of reporting Financial Year	Status of the project - Completed / Ongoing
- -	-	NIL	-	NIL	NIL	NIL	-

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details)

(a) Date of creation or acquisition of the capital asset(s) : None

(b) Amount of CSR spent for creation or acquisition of capital asset : Nil

(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc. : Not Applicable

(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset) : Not Applicable

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per Section 135(5) : Not Applicable