Paos Industries Ltd Directors Report

Dear Members,

Your Directors have the pleasure in presenting the 35^th Annual Report of the Company together with the Audited
Accounts (Standalone) for the financial year ended 31^st March, 2025.

FINANCIAL RESULTS

The financial figures for the year under review are given below:

(Rs. In Lakhs)

PARTICULARS	CURRENT YEAR	PREVIOUS YEAR
	2024-2025	2023-2024
Revenue from operations	5463.65	--
Other income	24.50	--
Profit/(Loss) before Interest, Depreciation and Tax	182.31	(12.59)
Less : Interest & Bank charges	158.95	(17.00)
Profit/(Loss)	23.36	(29.59)
Less : Depreciation	211.05	--
Profit/(Loss) before Tax	(187.69)	(29.59)
Provision for Current Tax	0.00	0.00
Provision for Deferred Tax	110.59	0.00
Profit/(Loss) after Tax	(77.10)	(29.59)
Transfer to General Reserve	(77.10)	(29.59)
Other Comprehensive Income for the period	--	--
Basic- Earning per equity share of Rs.10/-	(1.26)	(0.48)

The company has not carried on any business activity during the year under review.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

The financial statements have been prepared as per the Ind-AS whereby the preferential share capital has been
classified into debt liability and to find out the present value the nominal value of these preference shares has been
discounted @10% being rate of dividend payable on these shares. Total Revenue for the FY 2024-25 is Rs. 5463.65/-
Lakhs as compared to Rs. 0.00/- during FY 2023-24. The loss for the FY 2024-25 stands at Rs. 77.10/- Lakhs as compared
to Rs. 29.59/- lakhs during FY 2023-24.

INFORMATION ON STATE OF COMPANYS AFFAIR

During the year under review, the Company successfully revived its operations and commenced active business. The
revival was carried out by entering into a Business Transfer Agreement with National Soap Mills, through which the
Company acquired and took over the running business.

Post-acquisition, the Company has been able to establish a steady course of growth. The business operations have
stabilized, and the Company has started achieving consistent sales throughout the year, reflecting the strength of its
business model and market acceptance.

The management is confident that with this revival, the Company is well-positioned for sustainable growth, and will
continue to focus on expanding its operations, strengthening its market presence, and enhancing value for all
stakeholders in the years ahead.

DIVIDEND

The Board of Directors, after considering the financial performance and future business requirements of the Company,
has decided not to recommend any dividend for the financial year ended 31^st March, 2025.

DEPOSITS

During the year under review, the Company has not accepted or renewed any deposits falling within the purview of the
Companies Act, 2013 and the rules made there-under however the company has received and accepted money/loan
only from its Managing Director, Sh. Sanjeev Bansal which does not fall within the definition of deposits in terms of Rule
2(1)(c) of the Companies (Acceptance of Deposits), Rule, 2014, as amended. The amount of said money/loan stands at
Rs. 3019.46 Lakhs as on 31.03.2025. These loans are financial liability and have been presented and disclosed under

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TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since no Dividend declared and paid during last year, the provisions of Section 125 of the Companies Act, 2013 does not
apply.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

The profit/loss of the current year has been transferred to the Reserves& Surplus.

CHANGES IN EQUITY SHARE CAPITAL

There is no change in the Equity Share Capital of the company during the year under review.

CHANGES IN DIRECTORS& KEY MANAGERIAL PERSONNEL

DIRECTORS

Appointments

During the F.Y. 2024-25 following appointments/ re-appointment were made:

Smt. Sharon Arora (DIN: 09450764) was appointed as the Independent Director of the Company for a term of 5 years
w.e.f. 14^th November, 2024 to 13^th November, 2029 her appointment was approved by members of the company via
postal Ballot dated 12.02.2025 with requisite majority.

Retirement by rotation

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Smt. Rama
Bansal, Director, retires by rotation and is eligible for reappointment.

Resignations

During the F.Y. 2024-25 following resignations were made:

Sh. Jatin Duggal (DIN: 09625747) the Independent Director of the Company was resigned from the post of Independent
Director w.e.f. 14^th November, 2024.

KEY MANAGERIAL PERSONNEL
Appointments

During the F.Y. 2024-25 following appointments / re-appointment were made:

Sh. Daljeet Singh was appointed as the Company Secretary and Compliance Officer of the company w.e.f. 20^th April,
2024.

Sh. Varinder Kumar was appointed as the Chief Financial Officer of the company w.e.f 14^th November, 2024.
Resignations

During the F.Y. 2024-25 following resignations were made:

Smt. Ruchika Gulati was resigned from the post of Company Secretary and Compliance Officer w.e.f. 19^th April, 2024.

Sh. Rupinder Singh was resigned from the post of Chief Financial Officer w.e.f 14^th November, 2024.

BOARD EVALUATION

The Board has carried out an annual evaluation of its own performance, the directors and also committees of the Board
based on the guideline formulated by the Nomination & Remuneration Committee. Board composition, quality and
timely flow of information, frequency of meetings, and level of participation in discussions were some of the
parameters considered during the evaluation process. A note on the familiarizing programme adopted by the Company
for the orientation and training of the Directors and the Board evaluation process undertaken in compliance with the
provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
provided in the Corporate Governance Report which forms part of this Report.

Further, a Separate Meetings of the Independent Directors of the Company was held once during the year on
14.02.2025 which also reviewed the performance of the Non-executive directors, Chairman of the Company and
performance of the Board as a whole.

NOMINATION & REMUNERATION POLICY

On the recommendation of the Nomination & Remuneration Committee, the board has already framed a Policy for
selection, appointment and remuneration of Directors and Key Managerial Personnel. Salient feature of Nomination
and Remuneration Policy are annexed herewith as Annexure I.

BOARD MEETINGS

During the year, 7 Board Meetings and 8 Audit Committee Meetings were convened and held. The details are given in
the Corporate Governance Report. The intervening gap between the two Meetings was within the period prescribed
under the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

During the year 2024-25, the Company had three Key Managerial Personnel viz. Sh. Sanjeev Bansal, Chairman &
Managing Director, Sh. Varinder Kumar, Chief Financial Officer and Sh. Daljeet Singh, Company Secretary.

In compliance with Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, brief
resume of all the Directors proposed to be appointed / re-appointed are attached along with the Notice to the ensuing
Annual General Meeting.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 185

During the Financial Year 2024-2025, the Company has not given any loan or Guarantee or provided security in
connection with a loan to any other body corporate and person and also the company has not made any investment in
any other body corporate.

INDIAN ACCOUNTING STANDARDS (Ind AS)

As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards ("Ind AS") and
the Standalone Financial Results for the year 2024-2025 have been prepared in accordance with Ind-AS prescribed under
Section 133 of the Companies Act, 2013 read with the relevant rules issued there under and the other recognized
accounting practices and policies to the extent applicable.

STATUTORY AUDITOR

The members had appointed M/s Rakshit Khosla & Associates, Chartered Accountants (FRN:017151N), Ludhiana as
Statutory Auditors of the Company to hold office from the conclusion of 30^th Annual General Meeting until the
conclusion of 35^th Annual General Meeting of company, subject to ratification of the appointment by the members at
every AGM in accordance with the provisions of the Companies Act, 2013 and the Rules made there-under. The
appointment of M/s Rakshit Khosla & Associates, Chartered Accountants (FRN:017151N), Ludhiana as Statutory
Auditors shall be for the Statutory Audit of FY 2020-2021 to FY 2024-2025 (both inclusive).

STATUTORY AUDIT REPORT

The Auditors Reports on the Standalone Financial Statements for the financial year 2024-25 do not contain any
qualification, reservation or adverse remark. The Auditors Reports are annexed to the financial statements.

COST AUDIT

As the company is not into operation and does not carry on any manufacturing activities hence the provisions regarding
applicability of Cost Audit are not applicable to the company.

SECRETARIAL AUDITORS

As required under section 204 of the Companies Act, 2013 and Rules there-under, the Board has appointed M/s Rajeev
Bhambri & Associates, Practicing Company Secretaries as the Secretarial Auditor and the said firm had conducted the
secretarial audit for the financial year 2024-2025. The Secretarial Auditors Report for the financial year 2024-25 does
not contain any qualification, reservation or adverse remark.

DETAILS REGARDING FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)

During the year under review, the auditors i.e. statutory auditors and secretarial auditors have not reported any matter
under section 143(12) of the Act, and therefore, no details are required to be disclosed under section 134(3) (ca) of the
Act.

INTERNAL AUDITORS

The Company has adequate internal financial controls in place and the same is operating effectively having regard to
companys size and operations.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Pursuant to Section 197 (12) of the Act, read with rule 5 (1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, every listed company is required to disclose information related to remuneration
paid during the year. The detailed information in this regard is annexed to this report as "Annexure I".

RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were on an arms length basis and in the ordinary
course of the business of the Company. All related party transactions are placed before the Audit Committee of the
Board of Directors for its approval. Prior omnibus approval of the Audit Committee of the Board of Directors is obtained
for the transactions, which are of foreseen and repetitive nature. A statement giving details of all related party
transactions, entered pursuant to the omnibus approval so granted, is being placed before the Audit Committee of the
Board of Directors for their review on a quarterly basis. During the year under reference, no Material Related Party
Transactions were entered. All other related party transactions entered into by the Company were in ordinary course of
business and were on an arms length basis.

The Board of Directors of company has adopted Related Party Transaction Policy and the same is available on the link:
www.paosindustries.in

Further all the necessary detail of transaction entered with the related parties as defined under section 188 of the
Companies Act, as defined under section 2(76) of the said Act are attached herewith in Form AOC-2 for your
information as "Annexure-III".

DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 134(3) (l) OF THE COMPANIES, ACT 2013

No material changes and commitments have taken place between the end of the financial year of the Company to
which balance sheet relates and date of report, which affects the financial position of the Company.

INVESTOR SERVICES

The Company is committed to provide the best services to the shareholder/investors. M/s MUFG Intime India Private
Limited, New Delhi is working as Registrars and Share Transfer Agents (RTA) of the Company for transfer,
dematerialization of shares and other investor related services. No correspondence/ enquiry from any
shareholder/investor is pending with the company for reply.

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

The information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo as
required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules,
2014 is Annexed herewith as "Annexure - IV".

EXTRACT OF ANNUAL RETURN

The extract of Annual Return, in format MGT-9, for the financial year 2024-25 has been enclosed with this report as
"Annexure V".

As required under section 134 (3)(a) of the Act, the Annual Return is put up on the companys website and can be
assessed at link www.paosindustries.in

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

There is no subsidiary/Joint Ventures/Associates of the company as on 31.03.2025.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

There is no change in composition of Key Managerial Personnel during the year under review. The detail of Directors
and Key Managerial Personnel at close of Financial Year 2025 is as per following:

Sr. No. Name of Director/KMP	DIN/PAN	Designation
1. Sh. Sanjeev Bansal	00057485	Managing Director
2. Smt. Rama Bansal	08156375	Non-Executive Director
3. Smt. Meenu Uppal	07144268	Non-Executive Independent Director
4. Smt. Sharon Arora	09450764	Non-Executive Independent Director
5. Sh. Daljeet Singh**	FTCPS0354H	Company Secretary
6. Sh. Varinder Kumar****	AKUPK8018Q	Chief Financial Officer

*Smt. Ruchika Gulati has resigned from the post of Company Secretary and Compliance Officer w.e.f 19.04.2024.

** Sh. Daljeet Singh has appointed as Company Secretary and Compliance Officer of the Company w.e.f. 20.04.2024.
*** Sh. Rupinder Singh has resigned from the post of Chief Financial Officer w.e.f 14.11 2024.

***** Sh. Varinder Kumar has appointed as Chief Financial Officer w.e.f. 14.11.2024

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each independent director in accordance with section 149
(7) of the Companies Act 2013, that he/she meets the criteria of independence as laid out in sub section (6) of section
149 of the Companies Act, 2013.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

No material order has been passed by any regulator/court/tribunal during the year under review.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL
STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year,
such controls were tested and no reportable material weaknesses in the design or operation were observed.

RISK MANAGEMENT POLICY

The Board of Directors of your Company has adopted the Risks Management Policy. The policy establishes the process
for the management of risk faced by the Company. The aim of risk management is to maximize opportunities in all
activities and to minimize adversity. This policy applies to all activities and processes associated with the normal
operations of company.

The Policy is to assist the Board of Directors in fulfilling its responsibilities with regard to enterprise risk management.
Further, the Policy strives to assist the Board in framing, implementing and monitoring the risk management plan for
the Company and reviewing and guiding the risk policy. The Policy on Risks Management may be accessed at
www.paosindustries.in

EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEE AND INDIVIDUAL DIRECTORS WITH REFERENCE
TO SECTION 134 (3) (p) OF THE COMPANIES ACT, 2013 AND RULE 8(4) OF THE COMPANIES (ACCOUNTS) RULES 2014

Pursuant to the above said provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own
performance, directors individually as well as the evaluation of the Committees as per the Criteria laid down in the
Nomination Remuneration Evaluation policy. Further the Independent directors have also reviewed the performance of
the Non-Independent Directors and Board as a whole including reviewing the performance of the Chairperson of the
Company taken into account the views of the Executive Directors and Non-Executive Directors vide their separate
meeting.

AUDIT COMMITTEE

Pursuant to the provisions of 177 of the Companies, Act and Regulation 18 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has constituted Audit Committee with the objectives to monitor,
supervise and effective management of companys finance, to ensure effective internal financial controls and risk
management systems with high level of transparency and accuracy.

The Chairman of Audit Committee is an Independent Director and all the members of the Audit Committee are non-
executive directors. The composition of the Audit Committee consists of two Independent Directors viz. Smt. Meenu
Uppal (Chairperson) & Smt. Sharon Arora (Member) and one Non-Executive Director namely Smt. Rama Bansal. The
Audit Committee met Eight times during the year, the details of which are given in the Corporate Governance Report
which forms the part of this Annual Report.

DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION 134(3)

(e) AND SECTION 178(3)

Pursuant to the provisions of 178 of the Companies, Act and Regulation 19 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has adopted Nomination & Remuneration Policy for Directors, KMPs
and Senior Management Personnel. The said Policy is available at www.paosindustries.in

DISCLOSURE IN RELATION TO VIGIL MECHANISM

In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Policy is formulated to provide opportunity to employees and directors to
report to management concerns about unethical behaviour, actual or suspended fraud or violation of the Code of
conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and directors
who express their concerns and also provides for direct access to Chairman/Members of Audit Committee in
exceptional cases. The policy is applicable to all employees and directors of the Company.

The policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board may be accessed on the Companys
website at the link www.paosindustries.in

SECRETARIAL AUDIT REPORT

Secretarial Audit Report in format MR-3 by M/s Rajeev Bhambri & Associates, Company Secretaries is annexed with the
Board Report. Secretarial Audit Report is annexed herewith as "Annexure VI". There is no adverse remark in it requiring
explanation(s) by the Board.

DIRECTORS RESPONSIBILTY 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) They 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 loss of the company for that period;

(c) They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance

with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting

fraud and other irregularities;

(d) They had prepared the annual accounts ongoing concern basis;

(e) They 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) They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANLYSIS REPORT

Management Discussion and Analysis Report as required under the Regulation 34 (2) (e) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is given in the Annexure-VIII forming part of this report.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 the report on
Corporate Governance together with Practicing Company Secretarys Certificate on compliance with this regard and
Managing Directors declaration in this regarding compliance of code of conduct by Board Members and Senior
Management Personnel is attached as Annexure-IX and forms part of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there were no significant and material orders passed by the regulators or courts or
tribunals, which may impact the going concern status of the Company and its operations in future.

GENERAL DISCLOSURE

Your Director state that no Disclosure or Reporting is required in respect of the following items as there is no
transaction on these items during the year under review.

1. Details relating to Deposits covered under Chapter V of the Act.

2. Issue of Equity Shares with Differential right, as to dividend, voting or otherwise.

3. Issue of shares with including sweat equity shares to employees of the Company under any scheme.

4. No significant or Material order were passed by the regulators or courts or tribunal which impacted the going
concern status and companys operation in future, your director further state that during the year under review, there

were no case filed pursuant to Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act,
2013.

ACKNOWLEDGEMENTS

Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from sub-
brokers, business associates, vendors, bankers, financial institutions, investors, stakeholders, registrar and share
transfer agent, other business affiliates and media.

The Board places on record its sincere appreciation towards stakeholders for their continued co-operation and support
to the company and look forward to the continuance of this supportive relationship in future.

Your Directors also places on record their deep sense of appreciation for the devoted services of the employees during
the period under review.

By Order of Board

For PAOS Industries Limited

 

Sd/-

(Sanjeev Bansal)

Managing Director

DIN- 00057485

662/2, Premjit Road, Gurdev

Nagar, Ludhiana-141001

 

Date: 30-08-2025

Place: Ludhiana