Par Drugs & Chemicals Ltd Directors Report

Dear Members,

Your Directors have immense pleasure in presenting the Twenty Seventh (27th) 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 31st, 2026.

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, 2026	For the Year ended 31st March, 2025
Revenue from Operations	10,365.56	10,097.35
Other Income	400.07	215.03
Total Income	10,765.63	10,312.38
Less: Total Expenses (excluding Depreciation)	8,665.15	8,155.43
Profit Before Depreciation &Tax	2,100.48	2,156.95
Less: Depreciation	370.33	364.66
Profit before extraordinary items and tax	1,730.15	1,792.29
Less: Extraordinary Items	0.00	0.00
Profit before tax	1,730.15	1,792.29
Less:(i) Current Tax	452.90	452.50
(ii)Deferred Tax	-33.60	4.00
Net Profit/(Loss) For The Year	1,310.85	1,335.79
EPS (Basic)	10.65	10.86
EPS (Diluted)	10.65	10.86

2. PERFORMANCE REVIEW & STATE OF COMPANYS AFFAIRS:

1. The Company is primarily engaged in the business of manufacturing Active Pharmaceutical Ingredients ("APIs") and Fine Chemicals. The Companys product portfolio comprises APIs and Fine Chemicals, which are marketed in domestic as well as international markets.

2. The highlights of the Companys performance during the financial year ended March 31, 2026 are as under:

o Revenue from operations increased to Rs.10,365.56 Lakhs during FY 2025-26 as compared to Rs.10,097.35 Lakhs during FY 2024-25, representing an increase of Rs.268.21 Lakhs, or approximately 2.66%.

o Profit after tax stood at Rs.1,310.85 Lakhs during FY 2025-26 as compared to Rs.1,335.79 Lakhs during FY 2024-25, representing a decrease of approximately 1.87%. The moderation in profitability was primarily attributable to pressure on operating margins arising from input-cost and pricing dynamics.

o Other income increased to Rs.400.07 Lakhs during FY 2025-26 as compared to Rs.215.03 Lakhs during FY 2024-25.

o Earnings per share ("EPS") decreased to Rs.10.65 during FY 2025-26 from Rs.10.86 during FY 2024-25, representing a decrease of approximately 1.93%.

o The Company continued to maintain a strong financial position. As at March 31, 2026, the Company had no current or non-current borrowings and remained debt-free.

o The Company had liquidity of approximately Rs.68.98 Crores, comprising cash and cash equivalents of Rs.41.84 Crores and non-current investments of Rs.27.14 Crores.

o The Company generated approximately Rs.16.43 Crores of net cash from operating activities during FY 2025-26.

- As at March 31, 2026, the Companys equity share capital stood at Rs.12.30 Crores and other equity stood at Rs.99.68 Crores, resulting in total shareholders equity of approximately Rs.111.98 Crores.

Product-wise Performance

During FY 2025-26, the Company continued to operate across its two principal product categories, namely APIs and Fine Chemicals. The revenue and volume contribution of the respective product categories were as follows:

Particulars	API	Fine Chemicals	Total
Revenue Share	65.42%	34.58%	100.00%
Volume Share	40.90%	59.10%	100.00%

The above product mix reflects the continued contribution of both APIs and Fine Chemicals to the Companys overall business operations.

Manufacturing Facilities

The Company has four manufacturing blocks at Bhavnagar, comprising facilities for different products, with an aggregate manufacturing capacity of approximately 9,700 MTPA. The manufacturing blocks are broadly utilised for APIs, Magnesium Hydroxide and Fine Chemicals, with certain blocks having capabilities for manufacturing APIs and/or Fine Chemicals.

Operational and Financial Performance

The Companys financial performance during FY 2025-26 remained resilient despite a competitive operating environment and continued pressure on operating margins. Revenue from operations registered modest growth during the year, while profitability moderated compared with the previous year.

The Company continued to focus on maintaining product quality, strengthening customer relationships, improving production efficiency and exercising prudent working-capital management. The improvement in debtor turnover and inventory turnover during the year reflects better management of receivables and inventory.

The Companys debtor turnover ratio improved from 6.04 times in FY 2024-25 to 8.62 times in FY 2025-26, while inventory turnover improved from 16.54 times to 19.29 times. The current ratio also improved from 3.31 times to 4.68 times, reflecting the Companys strong liquidity position.

At the same time, operating profit margin moderated from 19.31% to 16.53%, primarily due to an increase in the cost of materials and other operating costs. The Company continues to monitor input costs, pricing conditions and market developments with a view to maintaining sustainable operating margins.

Business Environment and Outlook

The Company operates in a competitive business environment and its performance is influenced by various factors, including fluctuations in input costs, product pricing, customer requirements, market conditions, regulatory requirements and competitive intensity.

The management continues to focus on strengthening sales and marketing initiatives, expanding and retaining customer relationships, improving market penetration, enhancing operational efficiency and optimising costs. The Company also continues to place emphasis on prudent working-capital management and effective utilisation of its resources.

Going forward, the Company intends to focus on sustainable growth by strengthening its core business, improving operational efficiencies, managing costs effectively and responding appropriately to changing market and customer requirements. The management will continue to evaluate business opportunities based on commercial viability, risk, return, liquidity, regulatory requirements and long-term stakeholder interests.

Capital Allocation and Financial Flexibility

The Company continues to maintain a strong and largely unleveraged financial position. The absence of borrowings, coupled with cash and cash equivalents and investments aggregating to approximately Rs.68.98 Crores, provides the Company with significant financial flexibility.

The management recognises the importance of disciplined capital allocation and will continue to evaluate opportunities available to the Company with due regard to risk, expected returns, liquidity requirements, regulatory considerations and long-term stakeholder interests. Any material capital allocation decision will be undertaken through the appropriate governance processes and in accordance with applicable laws and regulations.

Strategic Initiatives and Proposed Business Diversification

During the previous financial year, the Company had proposed certain strategic initiatives, including the proposed divestment of an existing undertaking and expansion into identified new business verticals. The proposed slump sale was approved by the members pursuant to the requisite resolutions and was subject to applicable regulatory requirements and proceedings.

However, the proposed slump sale remained pending during the year under review due to regulatory proceedings initiated by the Securities and Exchange Board of India ("SEBI"). Consequently, the proposed strategic restructuring and entry into new business segments have not been implemented as originally contemplated.

As on the date of this Report, the matter remains subject to the applicable regulatory process. The Company continues to comply with the applicable regulatory requirements and will take appropriate steps in accordance with the outcome of the proceedings and applicable law.

3. CHANGE IN THE BUSINESS OF THE COMPANY:

The Company is primarily engaged in the business of manufacturing Active Pharmaceutical Ingredients ("APIs") and Fine Chemicals, which are marketed in domestic as well as international markets.

There was no change in the nature of business or business activities of the Company during the financial year ended March 31, 2026.

The Company had proposed certain strategic initiatives, including the proposed divestment of an existing undertaking and entry into certain new business verticals. However, the proposed restructuring and diversification activities were not implemented during the year under review as stated above and, accordingly, there was no change in the nature of business of the Company during FY 2025-26.

4. DIVIDEND:

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

5. 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 Rs 1,310.85/- Lakhs transferred to the Surplus in the Statement of Profit & Loss whereas an amount of Rs 9.88/- Lakhs utilized for income tax adjustment of earlier year.

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

There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year ended March 31, 2026 and the date of this Report.

The proposed strategic initiatives, including the proposed divestment of an existing undertaking and proposed entry into certain new business verticals, as referred to elsewhere in this Boards Report, have not been implemented during the year under review and have not resulted in any material change or commitment affecting the financial position of the Company as at the date of this Report.

The Company continues to operate its existing business of manufacturing Active Pharmaceutical Ingredients ("APIs") and Fine Chemicals, and there has been no material change in the nature of its business or financial position subsequent to the close of the financial year.

7. 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.

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.

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

Except as stated below, no significant or material orders were passed by any regulator, court or tribunal during the financial year ended March 31, 2026 which may have an impact on the going concern status of the Company or its operations in the future.

In connection with the strategic initiatives, including the proposed divestment of an existing undertaking and entry into certain new business verticals, the Company received certain communications from the Securities and Exchange Board of India ("SEBI") and the National Stock Exchange of India Limited ("NSE") detailed as under:

1. Communication received from SEBI on Thursday, 12th June 2025 at 4:47 PM via e-mail advising its representatives to attend a meeting in this regard. Communication received from SEBI on Wednesday, 18th June 2025 at 12:37 PM via physical meeting.

2. The Securities and Exchange Board of India (SEBI), through an Ex-Parte Interim Order bearing Order No. TM/KV/CFID/CFID-SEC4/31660/2025- 26 dated September 15, 2025, has issued the directions to Par Drugs and Chemicals Limited ("PDCL" or "the Company") and the buyer, Phal-Jig Fine Chemicals Private Limited ("PJFCPL"), in relation to the proposed Business Transfer Agreement ("BTA") with respect to slump sale transaction. Key directions include restraint on execution of the BTA, appointment of an independent valuer by NSE, obtaining a fairness opinion from a merchant banker, prohibition on asset alienation, and submission of reports by NSE within prescribed timelines.

3. The NSE has appointed a registered valuer named BANSI S MEHTA VALUERS LLP (IBBI registration number: IBBI/RV- /06/2022/172) to independently carry-out the valuation of the business undertaking proposed to be transferred through the BTA following appropriate valuation methodology as per recognised valuation standards.

4. The NSE has appointed Kunvarji Finstock Private Limited, SEBI-registered merchant banker having SEBI Registration No. INM000012564, effective from December 12, 2025, to obtain a fairness opinion as directed by SEBI in accordance with the SEBI Interim Order dated September 15, 2025.

5. The Securities and Exchange Board of India (SEBI) through Confirmatory Nature and details the action(s) taken or order(s) passed. Order confirmed the directions issued vide Ex- Parte Interim Order bearing Order No. WTM/KV/CFID/CFID-SEC4/31660/2025-26 dated September 15, 2025.

The Confirmatory Order directions are as under:

I. Exercise of the powers conferred in terms of section 19 read with sub-sections (1) and (4) of Section 11, Section 118 and Section 11D of the SEBI Act, 1992, confirming the directions issued vide the Interim Order dated September 15, 2025.

II. The observations made in the Confirmatory Order are tentative in nature, pending detailed investigation. The detailed investigation shall be carried out without being influenced by any of the directions passed or any observation made either in the Interim Order or in the Confirmatory Order.

III. Based on the outcome of the detailed investigation, appropriate action shall be taken in accordance with law.

IV. Confirmatory Order shall take effect immediately and shall be in force until further orders.

V. A copy of Confirmatory Order shall be served upon Noticee, Exchanges, Depositories, RTAs and Banks to ensure necessary compliance.

As at March 31,2026 and up to the date of this Report, the aforesaid regulatory proceedings and orders have not resulted in any identified monetary impact on the financial position or financial statements of the Company. The Company continues to carry on its existing business operations.

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

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

10. 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.

11. 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 27th Annual General Meeting till the conclusion of the 28th Annual General Meeting of the Company to be held for the F.Y. 2026-27 at an annual remuneration / fee of Rs 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.

Statutory Audit report:

Except as mentioned below, Audit report to the Shareholders does not contain any qualification, reservation or adverse remarks:

During the year, the proposed slump sale of the Companys principal business undertaking, approved in the previous year, remained pending due to regulatory proceedings initiated by the Securities and Exchange Board of India (SEBI). Consequently, the Companys proposed strategic restructuring and entry into new business segments have not been implemented as planned.

These circumstances required significant management judgement in assessing the Companys ability to continue as a going concern, considering the uncertainty surrounding completion of the proposed transaction, the Companys existing operations, liquidity position, and future funding plans. Accordingly, this matter was considered to be one of the most significant in our audit.

Based on the audit procedures performed and the evidence obtained, we found managements use of the going concern basis of accounting to be appropriate and the related disclosures in the financial statements to be adequate.

As at the reporting date, the investigation by SEBI is continuing. The observations contained in the Confirmatory Order are tentative in nature and no final determination of liability or wrongdoing has been made. The Company has represented that it is contesting the matters and is cooperating with the ongoing investigation. The ultimate outcome of the proceedings and its financial impact, if any, cannot presently be determined with reasonable certainty.

Boards comment on the Auditors Report:

The Board has taken note of the observations and disclosures contained in the Statutory Auditors Report. The Statutory Auditors have expressed an unmodified opinion on the standalone financial statements of the Company for the year under review and have not reported any qualification, reservation or adverse remark. The Auditors have, however, drawn attention to the matter relating to the ongoing regulatory proceedings initiated by the Securities and Exchange Board of India ("SEBI").

With regard to the matter relating to the regulatory proceedings initiated by the Securities and Exchange Board of India ("SEBI"), the details thereof have already been disclosed above in this Boards Report. The Board further states that the Company continues to carry on its existing business operations and has adequate financial resources and liquidity to meet its present obligations and operational requirements as a going concern.

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 2025-26.

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 Extraordinary General Meeting held on 12th 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.

2. Company had obtained approval of members of the company vide special resolution in the Extra-ordinary General Meeting held on 12th February, 2025 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, being a Related Party.

However, in the matter of the said Slump Sale, several communications received from SEBI and NSE and SEBI has passed Interim & Confirmatory Orders. Consequently, the Companys slump sale and entry into new business segments have not been implemented as planned and as on the date of this report, the investigation by SEBI is continuing. The observations contained in the Confirmatory Order are tentative in nature and no final determination of liability or wrongdoing has been made.

Directors comments on above mentioned qualification:

The Board has taken note of and acknowledgement of the observations made by the Secretarial Auditor in the Secretarial Audit Report for the financial year ended March 31, 2026.

The Company shall take appropriate steps to complete the requisite statutory filing with the Registrar of Companies and ensure compliance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder, subject to the directions issued by the regulatory authorities. The Company shall also take such further actions as may be required in accordance with the outcome of the ongoing regulatory proceedings.

The Secretarial Audit Report for the financial year ended 31st March, 2026 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.

M/s Siddhpura & Co., Chartered Accountants was appointed as Internal Auditors to conduct internal audit for F.Y. 2025-26 as per agreed scope of works pursuant to the provision of section 138 of Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

12. 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.

13. MAINTENANCE OF COST RECORDS AND COST AUDITORS AND COST AUDIT REPORT:

Maintenance of Cost Records:

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.

Cost Auditors:

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 F.Y. 2026-27. 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 22nd August, 2026 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, 2027.

Cost Audit Report:

Cost Audit Report of the cost records by the Cost Auditors M/s Maulin Shah & Associates, Cost Accountants (Firm Registration Number -101527) for the F.Y. 2025-26 does not contain any qualification, reservation or adverse remarks.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

14.1 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 31st March, 2026 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)	51	NIL	NIL
2.	Mr. Jignesh Vallabhbhai Savani DIN: 00198203	Executive Director & CEO (Promoter)	48	NIL	NIL
3.	Mr. Pravin Manjibhai Bhayani DIN: 08332851	Non- Executive Independent Director	54	NIL	NIL
4.	Mrs. Krishna Mitulbhai Shah DIN: 08317678	Non- Executive Independent Director	47	NIL	NIL
5.	Mrs. Kajal Chintanbhai Vaghani DIN: 08317641	Non- Executive Independent Director	46	NIL	NIL
6.	Mrs. Bintal Bhaveshkumar Shah DIN: 08893054	Non- Executive Independent Director	50	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.

14.2 Key Managerial Personnel (KMP):

As on 31st March, 2026, 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. There is no change in Key Managerial Personnel during the year under review.

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

In terms of section 152 of the Companies Act, 2013, Mr. Jignesh Vallabhbhai Savani, Director & CEO (DIN: 00198203), 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 ended on 27th September, 2025. She was to re-appointed as an Independent Director for a second term of Five consecutive years w.e.f. 28th Day of September, 2025 to 27th September, 2030 in the 26th Annual General Meeting of the company held on 27th September, 2025.

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

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

Term of Mr. Pravin Manjibhai Bhayani (DIN: 08332851) as an Independent Director of the Company ended on 16th Day of January, 2024. He was re-appointed as an Independent Director for a second term of Five consecutive years w.e.f. 17th January, 2024 to 16th January, 2029 in the 24th Annual General Meeting of the company held on 16th September, 2023.

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

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

15. MEETINGS OF BOARD OF DIRECTORS:

Details of the Board Meetings held during the Financial Year ended 31st March, 2026 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
1/2025-26	08-05-2025	6	6
2/2025-26	07-08-2025	6	6
3/2025-26	29-08-2025	6	6
4/2025-26	13-11-2025	6	6
5/2025-26	10-02-2026	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. 2025-26
Mr. Falgun Vallabhbhai Savani	5	5
Mr. Jignesh Vallabhbhai Savani	5	5
Mrs. Krishna Mitulbhai Shah	5	5
Mrs. Kajal Chintanbhai Vaghani	5	5
Mr. Pravin Manjibhai Bhayani	5	5
Mrs. Bintal Bhaveshkumar Shah	5	5

15.1 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 31st March, 2026.

The Composition of the Committee as on March 31, 2026 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	5/5
Mrs. Kajal Chintanbhai Vaghani	Non-Executive & Independent Director	Member	5/5
Mr. Falgun Vallabhbhai Savani	Chairman & Managing Director	Member	5/5
Mrs. Krishna Mitulbhai Shah	Non-Executive & Independent Director	Member	5/5

Meeting No.	Date of Audit Committee Meeting	Total no. of Member	No. of Member present
1/AC/2025-26	08-05-2025	4	4
2/AC/2025-26	07-08-2025	4	4
3/AC/2025-26	29-08-2025	4	4
4/AC/2025-26	13-11-2025	4	4
5/AC/2025-26	10-02-2026	4	4

The Chairman of the Committee has attended the last Annual General Meeting of the Company held on September 27, 2025.

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 31st March, 2026.

The Committee met two times during the year August 29, 2025 and February 10, 2026. The Composition of the Committee as on March 31, 2026 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	2/2

The Chairman of the Committee has attended the last Annual General Meeting of the Company held on September 27, 2025.

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 31st March, 2026.

The Committee met once on August 29, 2025. The Composition of the Committee as on March 31, 2026 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 27, 2025.

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 all Independent Directors as on March 31, 2026.The Committee met once during the year i.e. on March 26, 2026.

The Composition of the Committee as on March 31, 2026 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
Mrs. Bintal Bhaveshkumar Shah	Non-Executive & Independent Director	Member	1/1

The Chairman of the Committee has attended the last Annual General Meeting of the Company held on September 27, 2025.

5. Independent Director Meeting:

One Meeting of Independent Directors held on March 26, 2026 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

16. 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
		0.50*
Mr. Jignesh Vallabhbhai Savani	CEO and Executive Director	51.50
		0.30*
Mrs. Krishna Mitulbhai Shah	Non- Executive Independent Director	0.75*
Mrs. Kajal Chintanbhai Vaghani	Non- Executive Independent Director	0.55*
Mr. Pravin Manjibhai Bhayani	Non- Executive Independent Director	24.00#
		0.75*
Mrs. Bintal Bhaveshkumar Shah	Non- Executive Independent Director	0.45*
Mr. Sanket Bhupendrabhai Trivedi	Company Secretary & Compliance Officer	8.23
Mr. Chintan Pratapbhai Chauhan	Chief Financial Officer (CFO)	7.65

- Sitting Fees

#the remuneration paid to Independent Director as approved by passing special resolution by the members in the previous annual general meeting of the Company held on September 21, 2024 & September 27, 2025

17. 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%20Policy%20-%20PAR.pdf

18. 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%20Management%20Personnel%20-%20PAR.pdf

19. 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.

20. 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/familiarisation-programme.php

21. 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.

22. 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.

23. 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.

The details of loans, guarantees, securities and investments, wherever applicable, requiring disclosure under Section 186 of the Companies Act, 2013 are provided in the relevant Notes to the Financial Statements forming part of this Annual Report.

24. 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, 2025, on its website at http://www.pardrugs.com/annual-reports.php The Company will also place annual return in Form No MGT-7 for FY 2025-26 on completion of ensuing annual general meeting of shareholders of the Company in due course.

25. SHARE CAPITAL:

Authorized Share Capital:

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

Paid up Share Capital:

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

26. DEMATERIALISATION OF SHARES:

100% of the companys paid-up Equity Share Capital is in dematerialized form as on 31st March, 2026.

27. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, company has not entered into contracts or arrangements under Section 188 of the Companies Act, 2013 with related parties. Therefore, details in Form AOC-2 is not applicable. 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 31st March, 2026.

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 http://pardrugs.com/pdf/policies/Revised_Policy_on_Related_Party_Transactions.pdf

28. 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-II and forms part of this report.

B. Foreign Exchange earnings and Outgo:

Foreign Earnings: Rs Rs 2,804.93 Lacs (FOB value of Export)

Foreign Outgo:

1. Rs 7.28 Lacs (Value of imported raw materials consumed)

2. Rs 312.00 Lacs (Commission Expenses)

3. Rs 0.07 Lacs (Bank Charges)

29. PARTICULARS OF EMPLOYEES:

During the year under review, none of the employees of the Company were in receipt of remuneration exceeding Rs 1,02,00,000/- p.a., if employed throughout the year or Rs 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 2025-26:

Name	Designation	% increase/ (decrease) in remuneration in the FY 2025-26	Ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year
Mr. FALGUN VALLABHBHAI SAVANI	Chairman & Managing Director	0.00	17.26:1
Mr. JIGNESH VALLABHBHAI SAVANI	Executive Director & Chief Executive Officer	0.00	17.26:1
Mr. PRAVIN MANJIBHAI BHAYANI	Independent Director**	0.00	8.04:1
Mr. PRAVIN MANJIBHAI BHAYANI	Independent Director*	-25.00	0.25:1
Mrs. KRISHNA MITULBHAI SHAH	Independent Director*	-25.00	0.25:1
Mrs. KAJAL CHINTANBHAI VAGHANI	Independent Director*	-15.38	0.18:1
Mrs. BINTAL BHAVESHKUMAR SHAH	Independent Director*	0.00	0.15:1
Mr. SANKET BHUPENDRABHAI TRIVEDI	Company Secretary and Compliance Officer	12.89	-
Mr. CHINTAN PRATAPBHAI CHAUHAN	Chief Financial Officer	13.00	-

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 Rs 2.98 Lakh

3. Percentage increase in the median remuneration of employees in the financial year (Median 2025-26/Median 2024-25): 29.85%

4. The number of permanent employees on the rolls of company: 118

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 11.83%

b. Average percentage increase in salary of managerial personnel is 0.68%

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

30. 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.

31. 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-III 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

32. 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%20Mechanism%20Policy%20-%20PAR.pdf

33. 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.

34. 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-IV. 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

35. 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.

36. 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

37. 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.

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 systems 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.

For & On Behalf of Board of Directors

PAR DRUGS AND CHEMICALS LIMITED

Sd/-

(Mr. Falgun V. Savani)

Chairman & Managing Director

(DIN: 00198236)

Sd/-

(Mr. Jignesh V. Savani)

Director & CEO

(DIN: 00198203)

Date: August 22, 2026

Place: Bhavnagar