Par Drugs & Chemicals Ltd Directors Report

Dear Members,

Your Directors have immense pleasure in presenting the Twenty Sixth (26^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, 2025.

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,2025	For the Year ended 31st March,2024
Revenue from Operations	10,097.35	9,564.04
Other Income	215.03	24.23
Total Income	10,312.38	9,588.27
Less: Total Expenses (excluding Depreciation)	8,155.43	7293.00
Profit Before Depreciation &Tax	2,156.95	2,295.27
Less: Depreciation	364.66	343.61
Profit before extraordinary items and tax	1,792.29	1,951.66
Less: Extraordinary Items	0.00	0.00
Profit before tax	1,792.29	1,951.66
Less:(i) Current Tax	452.50	497.56
(ii)Deferred Tax	4.00	4.00
Net Profit/(Loss) For The Year	1,335.79	1,450.10
EPS (Basic)	10.86	11.78
EPS (Diluted)	10.86	11.78

2. PERFORMANCE REVIEW & STATE OF COMPANYS

AFFAIRS:

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

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

• Revenue from operations has increased to ? 10,097.35/- Lakhs during the current year compared to previous year of ? 9,564.04/- Lakhs i.e. the increase in the current year is approx. 533.30 Lakhs.

• Although revenue increased, the Net Profit after tax for the current year decreased to ? 1,335.79/- Lakhs compared to the previous year of ? 1,450.10/- Lakhs i.e. variation in the current year is approx. -7.88 %

• The earning per share has decreased to 10.86 as compared to 11.78 in the previous year, i.e. variation in the current year is approx. -7.81%.

•For FY 2024-25, our domestic and international operations accounted for approx. 74.82% and 25.18 % 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.

To ensure sustainable growth and long-term value creation, the Company has decided to divest one of its units and simultaneously enter into a new vertical of business. This decision, based purely on commercial rationale, follows

a careful evaluation of operational and financial trends. While turnover had increased, the growth was largely attributed to higher input costs, which in turn impacted sale prices. However, sales volumes (in quantity terms) remained stagnant, and no significant growth is anticipated despite best efforts.

The company is currently running the business in the field of pharmaceuticals industries and board of director of the company decided to expand the business activities in the three new sectors like Real estate and Construction, capital Market and Clean and renewable energy which are the growth areas and which has been consistently yielding double digit core business growth. And looking to the present scenario, the promoters of the company have found more opportunities in the sector of real estate & construction market, capital market and clean energy market as compared to the existing business of the company. For that company has obtained approval of members to amend object clause of Memorandum of Association of the Company.

Further, company has obtained approval of members for Slump Sale of the existing establishment (Land, Building, Plant & Machinery, Specific Current Assets & Current Liabilities)

under Section 180(1)(A) of The Companies Act, 2013 and Regulation 37A of Securities And Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 to Phal-Jig Fine Chemicals Private Limited towards its consideration of Rs. 95 Crores. The Promoters of the company will utilize the fund into the three different sector in the Reals estate and construction Rs. 27 Crore, Clean energy Market Rs. 27 Crore and in the Capital Market Rs. 41. Crore.

As per Section 188(1) of the Act read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 ("Rules") and Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI - LODR"), the said transaction was a related party transaction.

For the above mentioned businesses, Company had obtained approval of members for the abovementioned transaction vide special resolution passed with requisite majority in the Extra Ordinary General Meeting of the members held on 12^th Day of February, 2025.

However, the said transaction is expected to complete within 30^th September, 2025 to 31^st December, 2025 and the transaction is proposed to be one time transaction.

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 2024-25 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-2024	EQ	256.68	325.00	215.00	254.96	119130	4170368
May-2024	EQ	254.04	282.60	220.35	251.59	30395	582467
June-2024	EQ	229.45	262.44	210.00	226.18	19369	573425
July-2024	EQ	242.72	270.00	226.87	241.40	20237	666676
August-2024	EQ	237.63	263.50	220.00	236.82	20037	700255
September-2024	EQ	244.06	271.95	227.20	242.74	28636	803590
October-2024	EQ	251.86	312.00	218.00	246.50	71867	2545311
November-2024	EQ	290.76	324.70	255.15	288.09	80687	3753853
December-2024	EQ	226.09	348.45	196.05	230.24	159704	9400381
January-2025	BE	192.09	206.12	184.81	194.76	4365	522799
January-2025	EQ	204.41	220.00	180.50	202.33	29229	931382
February-2025	BE	159.10	203.25	104.64	161.16	11220	393491
March-2025	BE	97.02	107.57	84.93	97.32	7908	659391
Yearly		224.62	348.45	84.93	223.61	602784	25703389

*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:

The company is currently running the business in the field of pharmaceuticals industries and board of

director of the company decided to expand the business activities in the three new sectors like Real estate and Construction, capital Market and Clean and renewable energy which are the growth areas and which has been consistently yielding double digit core business growth. And looking to the present scenario, the promoters of the company have found more opportunities in the sector of real estate & construction market, capital market and clean energy market as compared to the existing business of the company. For that company has obtained approval of members to amend object clause of Memorandum of Association of the Company.

Further, company has obtained approval of members for Slump Sale of the existing establishment (Land, Building, Plant & Machinery, Specific Current Assets & Current Liabilities) under Section 180(1) (A) of The Companies Act, 2013 and Regulation 37A of Securities And Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 to Phal-Jig Fine Chemicals Private Limited towards its consideration of Rs. 95 Crores. The Promoters of the company will utilize the fund into the three different sector in the Reals estate and construction Rs. 27 Crore, Clean energy Market Rs. 27 Crore and in the Capital Market Rs. 41. Crore.

For the above mentioned businesses, Company had obtained approval of members for the abovementioned transaction vide special resolution passed with requisite majority in the Extra Ordinary General Meeting of the members held on 12^th Day of February, 2025.

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 ? 1,335.79/- Lakhs transferred to the Surplus in the Statement of Profit & Loss whereas an amount of ? 1.50/- 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 except as mentioned under point no. 2 and 4 of director report regarding slump sale and proposed change in business of the company.

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 FinancialAccounting&Documents,GSTCompliances, Stores, Factory Gate, Statutory Payments, Statutory Returns, Pending Claims are satisfactory and nature and in Physical Verification of Inventories & Capital Assets need some improvement.

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 26^th Annual General Meeting till the conclusion of the 27^th Annual General Meeting of the Company to be held for the F.Y. 2025-26 at an annual remuneration /

fee 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 2024-25.

Secretarial Auditors Report:

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

1. The Special Resolution for Alteration in object clause of the Memorandum of Association of the company passed by the company in the Extra-ordinary General Meeting held on 12^th February, 2025 has not been yet filed with the Registrar of Companies in Form No. MGT-14 as required under provisions of Section 13 read with Section 117 of the Companies Act, 2013 and Rules made thereunder.

Directors comments on above mentioned qualification point wise:

1. The company is currently running the business in the field of pharmaceuticals industries and board of director of the company decided to expand the business activities in the three new sectors like Real estate and Construction, capital Market and Clean and renewable energy which are the growth areas and which has been consistently yielding double digit core business growth.

Further, Company has obtained approval of members for Slump Sale of the existing establishment (Land, Building, Plant & Machinery, Specific Current Assets & Current Liabilities)

under Section 180(1)(A) of The Companies Act, 2013 and Regulation 37A of Securities And Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 to Phal-Jig Fine Chemicals Private Limited. For the said transaction Company has entered the Business Transfer Agreement for the slump sale with Phal-Jig Fine Chemicals Private Limited which is yet to be closed.

Company shall expand the business activities in the three new sectors like Real estate and Construction, capital Market and Clean and renewable after completion of slump sale transaction and If company files Form No. MGT-14 for Change in Object clause of the Company (which is approved by the shareholder in the Extra Ordinary General Meeting held on 12.02.2025), will result in change of Corporate Identification Number (CIN) of the company, which will cause operational and administrative inconvenience for the day to day business activities of the Company. Therefore, company has kept on hold filing of Form No. MGT-14 with Ministry of Corporate Affairs.

The Secretarial Audit Report for the financial year ended 31^st March, 2025 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 was not applicable to the Company for the FY 2024-25.

However, as per Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice for the FY 2025-26. Accordingly, M/s Maulin Shah & Associates, Cost Accountants (Firm Registration Number -101527) were appointed by the Board of Directors of the Company in its meeting held on 29^th August, 2025 as Cost Auditors to conduct the audit of the cost accounting records of the Company as prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the financial year ending on March 31, 2026.

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, 2025 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)	50	NIL	NIL
2.	Mr. Jignesh Vallabhbhai Savani DIN:00198203	Executive Director & CEO (Promoter)	47	NIL	NIL
3.	Mr. Pravin Manjibhai Bhayani DIN: 08332851	Non- Executive Independent Director	53	NIL	NIL

 

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
4.	Mrs. Krishna Mitulbhai Shah DIN:08317678	Non- Executive Independent Director	46	NIL	NIL
5.	Mrs. Kajal Chintanbhai Vaghani DIN:08317641	Non- Executive Independent Director	45	NIL	NIL
6.	Mrs. Bintal Bhaveshkumar Shah DIN:08893054	Non- Executive Independent Director	49	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 and Mr. Jignesh Vallabhbhai Savani who are related to each other.

(iii) Details of Director(s) retiring or being re-appointed 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.

(v) Mr. Ghanshayambhai Bhagvanbhai Savani, Whole-time Director (DIN: 03055941) and Mrs. Nayna Jignesh Savani, Non-Executive Director (DIN: 00198189) resigned from their respective positions w.e.f. January 15, 2025.

15.2Key Managerial Personnel (KMP):

As on 31^st March, 2025, Mr. Falgun Vallabhbhai Savani, Chairman & Managing 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.

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

In terms of section 152 of the Companies Act, 2013, Mr. Falgun Vallabhbhai Savani, Chairman & Managing Director (DIN: 00198236), who retires by rotation and being eligible offers himself for re-appointment. Based on the performance evaluation and recommendation of the nomination and remuneration committee, the Board recommends his reappointment.

Term of Mrs. Bintal Bhaveshkumar Shah (DIN: 08893054) as an Independent Director of the Company will ended on 27^th September, 2025. It is proposed to re-appoint her as an Independent Director for a second term of Five consecutive years w.e.f. 28^th Day of September, 2025 to 27^th September, 2030.

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. 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, 2025 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
1/2024-25	09-05-2024	8	7
2/2024-25	03-08-2024	8	8
3/2024-25	17-08-2024	8	8
4/2024-25	22-10-2024	8	8
5/2024-25	02-12-2024	8	8
6/2024-25	11-01-2025	8	8
7/2024-25	14-02-2025	6	6

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. 2024-25
Mr. Falgun Vallabhbhai Savani	7	7
Mr. Jignesh Vallabhbhai Savani	7	7
*Mr. Ghanshayambhai Bhagvanbhai Savani 6		6
**Mrs. Nayna Jignesh Savani	6	6
Mrs. Krishna Mitulbhai Shah	7	7
Mrs. Kajal Chintanbhai Vaghani	7	6
Mr. Pravin Manjibhai Bhayani	7	7
Mrs. Bintal Bhaveshkumar Shah	7	7

*ceased to be Whole-time Director w.e.f. January 15, 2025, entitled to attend only six Board Meeting during the year 2024-25.

**ceased to be Non-Executive (Non Independent) Director w.e.f. January 15, 2025, entitled to attend only six Board Meeting during the year 2024-25.

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, 2025.

The Composition of the Committee as on March 31, 2025 and its attendance for meetings held during the year is set out below:

Name of Member	Category	No. of meeting a us attended/ held
Mr. Pravin Manjibhai Bhayani	Non-Executive & Independent Director	Chairman 7/7
Mrs. Kajal Chintanbhai Vaghani	Non-Executive & Independent Director	Member 6/7
Mr. Falgun Vallabhbhai Savani	Chairman & Managing Director	Member 7/7
Mrs. Krishna Mitulbhai Shah	Non-Executive & Independent Director	Member 7/7

 

Meeting No.	Date of Audit Committee Meeting	Total no. of Member	No. of Member present
1/AC/2024-25	09-05-2024	4	3
2/AC/2024-25	03-08-2024	4	4
3/AC/2024-25	16-08-2024	4	4
4/AC/2024-25	22-10-2024	4	4
5/AC/2024-25	02-12-2024	4	4
6/AC/2024-25	11-01-2025	4	4
7/AC/2024-25	14-02-2025	4	4

The Chairman of the Committee has attended the last Annual General Meeting of the Company held on September 21, 2024.

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, 2025.

The Committee met two times during the year August 16, 2024 and February 14, 2025. The Composition of the Committee as on March 31, 2025 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. Bintal Bhaveshkumar Shah	Non-Executive & Independent Director	Member	1/1

*Mrs. Nayna Jignesh Savani, Non-Executive, Non-Independent Director was committee member up to 15/01/2025, attended 1/1 meetings of committee, resigned w.e.f 15/01/2025 so that there is requirement to reconstitute the Nomination and Remuneration Committee, the board in its Board meeting held on 11.01.2025 has appointed Mrs. Bintal Bhaveshkumar Shah, Independent Director (DIN: 08893054) as a member of Nomination and Remuneration Committee with effect from January 15, 2025.

The Chairman of the Committee has attended the last Annual General Meeting of the Company held on September 21, 2024.

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, 2025.

The Committee met on August 16, 2024. The Composition of the Committee as on March 31, 2025 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 21, 2024.

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, 2025.The Committee met two times during the year i.e. on August 16, 2024 and December 02, 2024.

The Composition of the Committee as on March 31, 2025 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. Bintal Bhaveshkumar Shah	Non-Executive & Independent Director	Member	0/0

*Mrs. Nayna Jignesh Savani, Non-Executive, Non-Independent Director was committee member up to 15/01/2025, attended 2/2 meetings of CSR committee during the year, resigned w.e.f 15/01/2025 so that there is requirement to reconstitute the CSR Committee, the board in its Board meeting held on 11.01.2025 has appointed Mrs. Bintal Bhaveshkumar Shah, Independent Director (DIN: 08893054) as a member of CSR Committee with effect from January 15, 2025.

The Chairman of the Committee has attended the last Annual General Meeting of the Company held on September 21, 2024.

5. Independent Director Meeting:

One Meeting of Independent Directors held on 29/03/2025 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	1/1
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 0.70 *
Mr. Jignesh Vallabhbhai Savani	CEO and Executive Director	51.50 0.40*
Mr. Ghanshayambhai Bhagvanbhai Savani**	Whole-time Director	42.92 0.30*
Mrs. Nayna Jignesh Savani***	Non- Executive Director	0.45*
Mrs. Krishna Mitulbhai Shah	Non- Executive Independent Director	1.00
Mrs. Kajal Chintanbhai Vaghani	Non- Executive Independent Director	0.65*
Mr. Pravin Manjibhai Bhayani	Non- Executive Independent Director	12.00# 1.00*
Mrs. Bintal Bhaveshkumar Shah	Non- Executive Independent Director	0.45*
Mr. Sanket Bhupendrabhai Trivedi	Company Secretary & Compliance Officer	7.29
Mr. Chintan Pratapbhai Chauhan	Chief Financial Officer (CFO)	6.77

* Sitting Fees

**ceased to be Whole-time Director w.e.f. January 15, 2025

***ceased to be Non-Executive (Non-Independent) Director w.e.f. January 15, 2025

# The remuneration of Independent Director approved by passing special resolution by the members in the previous annual general meeting of the Company held on September 21, 2024

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 Click here

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 Click here

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 click here

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 INVESTMENTU/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, 2024, on its website at click here The Company will also place annual return in Form No MGT-7 for FY 2024-25 on completion of ensuing annual general meeting of shareholders of the Company in due course.

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, 2025.

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, 2025.

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 click here

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: f Rs 2531.67 Lacs (FOB value of Export)

Foreign Outgo: f 18.84 Lacs (Value of imported raw materials consumed)

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 2024-25:

Name	Designation	% increase/ (decrease) in remuneration in the FY 2024-25	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	22.41:1
Shri Jignesh Vallabhbhai Savani	Executive Director & Chief Executive Officer	0.00	22.41:1
Shri Ghanshayambhai Bhagvanbhai Savani	Whole-time Director	-16.66	18.67:1
Smt. Nayna Jignesh Savani	Non-Executive Director*	-10.00	0.2:1
Shri Pravin Manjibhai Bhayani	Independent Director**	0.00	5.22:1
Shri Pravin Manjibhai Bhayani	Independent Director*	11.11	0.44:1
Smt. Krishna Mitulbhai Shah	Independent Director*	11.11	0.44:1
Smt. Kajal Chintanbhai Vaghani	Independent Director*	62.50	0.28:1
Smt. Bintal Bhaveshkumar Shah	Independent Director*	80.00	0.2:1
Shri Sanket Bhupendrabhai Trivedi	Company Secretary and Compliance Officer	9.95	-
Shri Chintan Pratapbhai Chauhan	Chief Financial Officer	14.94	-

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

** Remuneration of the Independent Director which 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 ? 2.30 Lakh

3. Percentage increase in the median remuneration of employees in the financial year (Median 2024-25/Median

2023-24): 0.88%

4. The number of permanent employees on the rolls of company: 121

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 0.52%

b. Average percentage increase in salary of managerial personnel is 15.06%

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

58 PAR DRUGS AND CHEMICALS LIMITED Annual Report 2024-25

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 click here

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 click here

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 click here

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. Following are the data with respect to complaints received and reported under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Particulars	Instances
Number of complaints of sexual harassment received in the year	0
Number of complaints disposed off during the year	0
Number of cases pending for more than ninety days	0

38. DISCLOSURE WITH RESPECT TO COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year under review.

39. 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 systems are adequate and operating effectively.

40. 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.

41. 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.

42. 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.

43. 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.

60 PAR DRUGS AND CHEMICALS LIMITED Annual Report 2024-25

	For & On Behalf of Board of Directors PAR DRUGS AND CHEMICALS LIMITED
	Sd/- (Mr. Falgun V. Savani)	Sd/- (Mr. Jignesh V. Savani)
Date: August 29, 2025	Chairman & Managing Director	Director & CEO
Place: Vadodara	(DIN:00198236)	(DIN: 00198203)