Par Drugs & Chemicals Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

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 COMPANY''S

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 Company''s 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 NSE¹;

Months	Series2	Average of Open	Month''s High Price	Month''s Low Price	Average of Previous Close	Month''s total No. of Trades	Month''s 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

400 -	Share Data 2024-25
250
200
150 100 -
50
0
		& # & $ o° ^ <$> ^
	Month''s High Price	Month''s Low Price

4. CHANGE IN THE BUSINESS OF THE COMPANY:

5. DIVIDEND:

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.

Your directors don''t 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 Company''s 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 company''s 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
company''s 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.

Board''s 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 Auditor''s 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	Non- Executive	46	NIL	NIL
	DIN:08317678	Independent Director
5.	Mrs. Kajal Chintanbhai Vaghani	Non- Executive	45	NIL	NIL
	DIN:08317641	Independent Director
6.	Mrs. Bintal Bhaveshkumar Shah	Non- Executive	49	NIL	NIL
	DIN:08893054	Independent Director

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	Status	No. of meeting 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. Stakeholder''s Relationship Committee:

Company has constituted a Stakeholders Relationship Committee to redress complaints of the shareholders
The Stakeholder''s 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 company''s 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 Fees3 p.a.(in Lakhs)
Mr. Falgun Vallabhbhai Savani	Chairman & Managing Director	51.50 0.70 3
Mr. Jignesh Vallabhbhai Savani	CEO and Executive Director	51.50 0.403
Mr. Ghanshayambhai Bhagvanbhai Savani4	Whole-time Director	42.92 0.303
Mrs. Nayna Jignesh Savani5	Non- Executive Director	0.453
Mrs. Krishna Mitulbhai Shah	Non- Executive Independent Director	1.00
Mrs. Kajal Chintanbhai Vaghani	Non- Executive Independent Director	0.653
Mr. Pravin Manjibhai Bhayani	Non- Executive Independent Director	12.00# 1.003
Mrs. Bintal Bhaveshkumar Shah	Non- Executive Independent Director	0.453
Mr. Sanket Bhupendrabhai Trivedi	Company Secretary & Compliance Officer	7.29
Mr. Chintan Pratapbhai Chauhan	Chief Financial Officer (CFO)	6.77

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. Company''s 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 Company''s 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 Company''s 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 Director''s 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 company''s 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

31. RISK MANAGEMENT POLICY:

At Par Drugs and Chemicals Limited, risks are measured, estimated and controlled with the objective to mitigate
adverse impact. Your company''s 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
Company''s 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. DIRECTOR''S 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
Company''s executives, staff and workers.

For & On Behalf of Board of Directors
PAR DRUGS AND CHEMICALS LIMITED

Sd/- Sd/-

(Mr. Falgun V. Savani) (Mr. Jignesh V. Savani)

Date: August 29, 2025 Chairman & Managing Director Director & CEO

Place: Vadodara (DIN: 00198236) (DIN: 00198203)

1

Source: Historical data available on www.nseindia.com

2

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

3

Sitting Fees

4

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

5

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

---

Mar 31, 2024

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

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

1. FINANCIAL RESULTS:

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

2. Performance Review

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

2. The highlights of the Company''s performance are as under:-

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

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

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

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

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

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

3. MARKET PRICE DATA:

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

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

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

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

4. CHANGE IN THE BUSINESS OF THE COMPANY:

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

5. DIVIDEND:

Your directors don''t recommend any Interim and final dividend for the year under review.

6. TRANSFER TO RESERVE:

Pursuant to provisions of Section 134(1)(j) of the Companies Act, 2013, the company has not proposed to transfer any amount to general reserves account of the company during the year under review.

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

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

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

8. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company''s 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 company''s 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.

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

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

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

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

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

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

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

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

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

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

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

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

11. DEPOSITS:

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

12. AUDITORS & AUDITORS'' REPORT:

Statutory Auditors:

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

Board''s comment on the Auditors'' Report:

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

Secretarial Auditor:

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

Secretarial Auditor''s Report:

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

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

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

Directors'' comments on above mentioned qualification point wise:

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

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

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

Internal Auditor:

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

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

13. DETAILS OF FRAUD REPORTING BY AUDITOR:

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

14. MAINTENANCE OF COST RECORDS & COST AUDIT:

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

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

15.1 Composition of Board of Directors:

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

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

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

Notes:

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

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

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

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

15.2 Key Managerial Personnel (KMP):

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

Savani, Chairman & Managing Director; Mr.

Ghanshayambhai Bhagvanbhai Savani, Whole-time

Director; Mr. Jignesh Vallabhbhai Savani, Chief

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

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

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

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

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

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

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

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

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

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

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

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

16 Meetings of Board of Directors:

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

Meeting No.	Date of Board Meeting	Total no. of Directors	No. of Directors present
1/2023-24	27-04-2023	8	8
2/2023-24	03-08-2023	8	8
3/2023-24	17-08-2023	8	8
4/2023-24	28-10-2023	8	7
5/2023-24	16-02-2024	8	7
6/2023-24	07-03-2024	8	7
The names of members of the Board and their attendance at the Board Meetings are as under:
Name of the Directors	Number of Meetings which Director was entitled to attend		Number of Board Meetings attended during the F.Y. 2023-24
Mr. Falgun Vallabhbhai Savani		6	6
Mr. Jignesh Vallabhbhai Savani		6	6
Mr. Ghanshayambhai Bhagvanbhai Savani		6	6
Mrs. Nayna Jignesh Savani		6	6
Mrs. Krishna Mitulbhai Shah		6	6
Mrs. Kajal Chintanbhai Vaghani		6	5
Mr. Pravin Manjibhai Bhayani		6	6
Mrs. Bintal Bhaveshkumar Shah		6	4

16.1 Board Committees and their Meetings:

1. Audit Committee:

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

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

Name of Member	Category		Status	No. of meeting attended/ held
Mr. Pravin Manjibhai Bhayani	Non-Executive & Independent Director		Chairman	6/6
Mrs. Kajal Chintanbhai Vaghani	Non-Executive & Independent Director		Member	3/6
Mr. Falgun Vallabhbhai Savani	Chairman & Managing Director		Member	6/6
Mrs. Krishna Mitulbhai Shah	Non-Executive & Independent Director		Member	6/6
Meeting No.		Date of Audit Committee Meeting	Total no. of Member	No. of Member present
1/AC/2023-24		27-04-2023	4	4
2/AC/2023-24		03-08-2023	4	3
3/AC/2023-24		16-08-2023	4	3
4/AC/2023-24		28-10-2023	4	4
5/AC/2023-24		16-02-2024	4	3
6/AC/2023-24		07-03-2024	4	4

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

2. Nomination and Remuneration Committee:

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

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

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

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

3. Stakeholder''s Relationship Committee:

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

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

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

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

4. CSR Committee:

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

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

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

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

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

5. Independent Director Meeting:

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

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

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

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

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

19 Code of Conduct:

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

20 Insider Trading:

As per SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has devised the Code of Conduct to regulate, monitor and report trading in Company''s 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 Company''s plants, where plant heads appraise them of the operational and sustainability aspects of the plants to enable them to have full understanding on the activities of the Company and initiatives taken on safety, quality, CSR, Sustainability etc. Further detailed programme is available on the website of the company at http://pardrugs.com/familiraisation-programme.php

22. BOARD EVALUATION:

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

23. DECLARATION BY INDEPENDENT DIRECTORS:

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

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

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

25. WEB LINK OF ANNUAL RETURN:

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

26. SHARE CAPITAL:

Authorized Share Capital:

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

Paid up Share Capital:

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

Buy Back of Securities:

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

Sweat Equity:

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

Bonus Shares:

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

Employees Stock Option Plan:

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

27. DEMATERIALISATION OF SHARES:

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

28. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

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

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

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

A. Conservation of Energy & Technology Absorption:

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

B. Foreign Exchange earnings and Outgo:

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

30. PARTICULARS OF EMPLOYEES:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

31. RISK MANAGEMENT POLICY:

At Par Drugs and Chemicals Limited, risks are measured, estimated and controlled with the objective to mitigate adverse impact. Your company''s 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 Company''s website at http://pardrugs.com/pdf/policies/Final_ CSR_POLICY.pdf

33. VIGIL MECHANISM:

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

34. HUMAN RESOURCES:

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

35. CORPORATE GOVERNANCE:

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

36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

37. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

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

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

38. DIRECTOR''S RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

39. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

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

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

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

Not applicable.

42. ACKNOWLEDGMENT:

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

---

Mar 31, 2023

The Directors have immense pleasure in presenting the Twenty Fourth (24^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, 2023.

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,2023	For the Year ended 31st March,2022
Revenue from Operations	9,574.88	750744
Other Income	23.83	18.39
Total Income	9,598.71	7,525.83
Less: Total Expenses (excluding Depreciation)	776747	5,92739
Profit Before Depreciation &Tax	1,831.24	1,598.44
Less: Depreciation	323.32	328.12
Profit before extraordinary items and tax	1,50792	1,270.32
Less: Extraordinary Items	0.00	0.00
Profit before tax	1,50792	1,270.32
Less: (i) Current Tax	379.51	334.50
(ii) Deferred Tax	-5.00	14.49
Net Profit/(Loss) For The Year	1,133.41	921.33
EPS (Basic)	9.21	7491
EPS (Diluted)	9.21	7491
*worked out after bonus issued.

2. Performance Review

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

2. The highlights of the Company''s performance are as under:-

• Revenue from operations is increased to H 9,574.88/- Lakhs during the current year compared to previous year of H 750744/- Lakhs i.e. the increase in the current year is approx 2754%.

• Net Profit after tax for the current year increased to H 1,133.41/- Lakhs compared to the previous year of H 921.33 /- Lakhs i.e. variation in the current year is approx 23.02%

various in the current year is approx. 22.96%.

• For Fiscal 2023, our domestic and international operations accounted for approx. 78.99% and 21.01%, respectively, of our total sales.

• The domestic and international sales improved 33.49 % and 11.43% respectively.

• There are four Manufacturing Blocks at Bhavnagar which are for different products having a capacity of approx 9,700 MTPA. Block 1 - APIs, Block 2 -

Magnesium Hydroxide, Block 3 - Fine Chemicals and Block 4 - APIs/ Fine Chemicals.

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

3. MARKET PRICE DATA:

Our Company listed on NSE 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 2022-23 on NSE*;

Months	Average of Open	Month''s High Price	Month''s Low Price	Average of Previous Close	Month''s total No. of Trades	Month''s Total Volume
April-2022	168.22	180.00	151.20	166.29	6099	233754
May-2022	153.85	186.00	138.15	154.02	6666	273087
June-2022	145.05	162.50	132.00	144.74	5243	213683
July-2022	176.71	199.65	141.00	175.56	31434	1362507
August-2022	170.93	18750	160.10	170.50	5967	205482
September-2022	166.18	182.00	149.10	165.23	7354	228562
October-2022	153.12	163.70	145.80	151.46	4510	147275
November-2022	160.60	18740	144.55	158.93	21523	728376
December-2022	155.08	164.95	139.90	154.23	11622	381161
January-2023	159.40	182.00	148.10	159.05	20277	614724
February-2023	156.16	169.30	142.55	154.39	5866	157254
March-2023	146.08	15700	128.35	143.43	6875	172713

4. CHANGE IN THE BUSINESS OF THE COMPANY:

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

5. DIVIDEND:

Your directors don''t 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 H 1,133.41/- Lakhs transferred to the Surplus in the Statement of Profit & Loss whereas an amount of H 2.70/- Lakhs utilized for income tax adjustment of earlier year.

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

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

8. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2023, 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.

The records of the inventories are maintained on a manual basis. The company is engaged in bulk drug production and the consumption of the raw materials are not 100% standardize in nature. So, board recommended replacing the manual system by implementing the computerized system so that the movement of the inventories access at each level and its reports on day to day basis.

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

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

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

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

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

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

As there are no any significant and material orders were passed by any regulators and/or courts and tribunals during

the year under review which may have the impact on the going concern status and company''s operations in future.

Further, following approval granted by NSE for Reclassification of Promoters/Promoter Group which does not have any impact on the going concern status and company''s operations in future:

The Company has received request from Siddhi Silica Private Limited for declassifying as ''promoters/Promoter Group'' and for reclassifying into the category of ''public shareholders'' under the provisions of Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Subject to approval of the Member of the Par Drugs and Chemicals Limited, the board has analysed, considered, approved the request received from Siddhi Silica Private Limited. Further, in the Twenty Third (23^rd) Annual General Meeting ("AGM") of the Members of PAR DRUGS AND CHEMICALS LIMITED (''Company'')held on Saturday, 10^th Day of September, 2022 at 11:00 A.M. at TaraSuns, B/h Yash Complex, B/s Sonal Park, G.E.R.I. Road, Gotri, Vadodara -390021, Gujarat, India, considered, discussed and approved the matter by passing ordinary resolution. Consequently, Company made an application to the NSE for seeking Reclassification of Promoters under the provisions of Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Based on submissions made by the company, the Exchange approved the application for reclassification of Siddhi Silica Private Limited as per the provisions of Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on January 17 2023.

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 24^th Annual General Meeting till the conclusion of the 25^th Annual General Meeting of the Company to be held for the FY 2023-24 at an annual remuneration / fees of H 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.

Board''s 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 2022-23.

Secretarial Auditor''s Report:

The Secretarial Audit Report for the financial year ended 31^st March, 2023 is self-explanatory and does not call for any further comments.

There is no qualification, reservations or adverse remarks made by the Secretarial Auditor.

The Secretarial Audit Report for the financial year ended 31^st March, 2023 is annexed herewith as Annexure - I to this report.

Internal Auditor:

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

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

13. DETAILS OF FRAUD REPORTING BY AUDITOR:

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

14. MAINTENANCE OF COST RECORDS & COST AUDIT:

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

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

16.1 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, 2023, 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)	48	NIL	NIL
2.	Mr. Jignesh Vallabhbhai Savani DIN: 00198203	Executive Director & CEO(Promoter)	45	NIL	NIL
3.	Mr. Ghanshayambhai Bhagvanbhai Savani DIN: 03055941	Whole Time Director(Promoter Group)	53	NIL	NIL
4.	Mrs. Nayna Jignesh Savani DIN: 00198189	Non- Executive Director (Promoter Group)	44	NIL	NIL
5.	Mr. Pravin Manjibhai Bhayani DIN: 08332851	Non- Executive Independent Director	51	NIL	NIL
6.	Mrs. Krishna Mitulbhai Shah DIN: 08317678	Non- Executive Independent Director	44	NIL	NIL
7.	Mrs. Kajal Chintanbhai Vaghani DIN: 08317641	Non- Executive Independent Director	43	NIL	NIL
8.	Mrs. Bintal Bhaveshkumar Shah DIN: 08893054	Non- Executive Independent Director	47	NIL	NIL

Notes:

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

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

(iii) Details of Director(s) retiring or being 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.

16.2 Key Managerial Personnel (KMP):

As on 31^st March, 2023, Mr. Falgun Vallabhbhai Savani, Chairman & Managing Director; Mr. Ghanshayambhai Bhagvanbhai Savani, Whole-time Director; Mr. Jignesh Vallabhbhai Savani, Chief Executive Officer; Mr. Chintan Pratapbhai Chauhan, Chief Financial Officer and Mr. Sanket Bhupendrabhai Trivedi, Company Secretary and Compliance Officer of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013. There is no change in Key Managerial Personnel during the year under review.

16.3 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.

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

Term of Mr. Falgun Vallabhbhai Savani (DIN: 00198236)

as Chairman & Managing Director ends on 25^th Day of November, 2023. It is proposed to re-appoint him as Chairman & Managing Director for further period of 5 years from 26^th Day of November, 2023 to 25^th Day of November, 2028.

Term of Mr. Ghanshayambhai Bhagvanbhai Savani (DIN: 03055941) as Whole-time Director ends on 25^th Day of November, 2023. It is proposed to re-appoint him as Wholetime Director for further period of 5 years from 26^th Day of November, 2023 to 25^th Day of November, 2028.

Term of Mr. Jignesh Vallabhbhai Savani (DIN: 00198203)

as CEO ends on 25^th Day of November, 2023. It is proposed to re-appoint him as CEO for further period of 5 years from 26^th Day of November, 2023 to 25^th Day of November, 2028.

Term of Mr. Pravin Manjibhai Bhayani (DIN: 08332851)

as an Independent Director of the Company ends on 16^th Day of January, 2024. It is proposed to 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

Term of Mrs. Krishna Mitulbhai Shah (DIN: 08317678)

as an Independent Director of the Company ends on 16^th Day of January, 2024. It is proposed to 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

Term of Mrs. Kajal Chintanbhai Vaghani (DIN: 08317641)

as an Independent Director of the Company ends on 16^th Day of January, 2024. It is proposed to 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

16.4 Meetings of Board of Directors: Details of the Board Meetings held during the Financial Year ended 31st March, 2023 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
1/2022-23	07-05-2022	8	7
2/2022-23	13-06-2022	8	7
3/2022-23	28-07-2022	8	8
4/2022-23	09-11-2022	8	8
5/2022-23	10-02-2023	8	8

The names of members of the Board and their attendance at the Board Meetings are as under:
Number of Meetings Name of the Directors which Director was entitled to attend			Number of Board Meetings attended during the FY. 2022-23
Mr. Falgun Vallabhbhai Savani	5		5
Mr. Jignesh Vallabhbhai Savani	5		5
Mr. Ghanshayambhai Bhagvanbhai Savani	5		5
Mrs. Nayna Jignesh Savani	5		5
Mrs. Krishna Mitulbhai Shah	5		5
Mrs. Kajal Chintanbhai Vaghani	5		4
Mr. Pravin Manjibhai Bhayani	5		5
Mrs. Bintal Bhaveshkumar Shah	5		4
16.5 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, 2023.
The Composition of the Committee as on March 31, 2023 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	4/4
Mrs. Kajal Chintanbhai Vaghani Non-Executive & Independent Director		Member	4/4
Mr. Falgun Vallabhbhai Savani Chairman & Managing Director		Member	4/4
Mrs. Krishna Mitulbhai Shah Non-Executive & Independent Director		Member	4/4
.. . .. Date of Audit Meeting No. Committee Meeting		Total no. of No. of Member Member present
1/AC/2022-23 07-05-2022		4	4
2/AC/2022-23 27-07-2022		4	4
3/AC/2022-23 09-11-2022		4	4
4/AC/2022-23 10-02-2023		4	4
The Chairman of the Committee has attended the last Annual General Meeting of the Company held on September 10, 2022.
2. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee comprises of three members with two Independent Directors and one Nonexecutive Director as on 31st March, 2023.
The Committee met two times during the year on July 27 2022 and February 10, 2023. The Composition of the Committee as on March 31, 2023 and its attendance for meetings held during the year is set out below:
Name of Member Category		Status	No. of meeting attended/ held
Mr. Pravin Manjibhai Bhayani Non-Executive & Independent Director		Chairman	2/2
Mrs. Krishna Mitulbhai Shah Non-Executive & Independent Director		Member	2/2
Mrs. Nayna J. Savani Non-Executive Director		Member	2/2
The Chairman of the Committee has attended the last Annual General Meeting of the Company held on September 10, 2022.

3. Stakeholder''s Relationship Committee:

Company has constituted a Stakeholders Relationship Committee to redress complaints of the shareholders. The Stakeholder''s Relationship Committee comprises of three members with two Independent Directors and one Executive Director as on 31^st March, 2023.

The Committee met on July 27 2022. The Composition of the Committee as on March 31, 2023 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 10, 2022.
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 company''s 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, 2023.
The Committee met two times during the year i.e. on July 27 2022 and February 10, 2023. The Composition of the Committee as on March 31,2023 and its attendance for meetings held during the year is set out below:
Name of Member Category Status	No. of meeting attended/ held
Mr. Pravin Manjibhai Bhayani Non-Executive & Independent Director Chairman	2/2
Mrs. Krishna Mitulbhai Shah Non-Executive & Independent Director Member	2/2
Mrs. Nayna J. Savani Non-Executive Director Member	2/2
The Chairman of the Committee has attended the last Annual General Meeting of the Company held on	September 10, 2022.
5. Independent Director Meeting:
One Meeting of Independent Directors held on 31/03/2023 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
16.6 Details of Remuneration paid to Directors/KMPs:
Name of Member Category	No. of meeting attended/ held
Mr. Falgun Vallabhbhai Savani Chairman & Managing Director	51.50 0.45*
Mr. Jignesh Vallabhbhai Savani CEO and Executive Director	51.50 0.30*
Mr. Ghanshayambhai Bhagvanbhai Savani Whole-time Director	51.50 0.25*
Mrs. Nayna Jignesh Savani Non- Executive Director	0.45*
Mrs. Krishna Mitulbhai Shah Non- Executive Independent Director	0.75*
Mrs. Kajal Chintanbhai Vaghani Non- Executive Independent Director	0.45*
Mr. Pravin Manjibhai Bhayani Non- Executive Independent Director	0.75*
Mrs. Bintal Bhaveshkumar Shah Non- Executive Independent Director	0.25*
Mr. Sanket Bhupendrabhai Trivedi Company Secretary & Compliance Officer 6.30
Mr. Chintan Pratapbhai Chauhan Chief Financial Officer (CFO)	5.46
*Sitting Fees

16.7 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. Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is available on the website of the company at http://pardrugs.com/ pdf/policies/Nomination%20and%20Remuneration%20 Policy%20-%20PAR.pdf.

16.8 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&%20 Senior%20Management%20Personnel%20-%20PAR.pdf .

16.9 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 Company''s 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.

16.10 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 Company''s plants, where plant heads appraise them of the operational and sustainability aspects of the plants to enable them to have full understanding on the activities of the Company and initiatives taken on safety, quality, CSR, Sustainability etc. Further detailed programme is available on the website of the company at http://pardrugs. com/familiraisation-programme.php

17. 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.

18. 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 Director''s Data bank from Indian Institute of Corporate Affairs as on date this report.

19. 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.

20. 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, 2022, on its website at www.pardrugs.com/annual-reports.php. The Company will also place annual return in Form No MGT-7 for FY 202223 on completion of ensuing annual general meeting of shareholders of the Company.

21. SHARE CAPITAL:

Authorized Share Capital:

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

Paid up Share Capital:

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

22. DEMATERIALISATION OF SHARES:

100% of the company''s paid up Equity Share Capital is in dematerialized form as on 31^st March, 2023.

23. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

There were no contracts or arrangements with related parties during the year under review under Section 188 of the Companies Act, 2013 and hence disclosure in the 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 31^st March, 2023.

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

24. 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: H 19,9758,663/-Foreign Outgo: H 3,07,55,320/-

25. PARTICULARS OF EMPLOYEES:

During the year under review, none of the employees of the Company were in receipt of remuneration exceeding H 1,02,00,000/- p.a., if employed throughout the year or H 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 2022-23:

Name	Designation	% increase**/ (decrease) in remuneration in the FY 2022-23	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	12.07	31.14:1
SHRI JIGNESH VALLABHBHAI SAVANI	Executive Director & Chief Executive Officer	12.07	31.14:1
SHRI GHANSHAYAMBHAI BHAGVANBHAI SAVANI	Whole-time Director	12.07	31.14:1
SMT. NAYNA JIGNESH SAVANI	Non-Executive Director *	125.00	0.27:1
SHRI PRAVIN MANJIBHAI BHAYANI	Independent Director*	9737	0.45:1
SMT. KRISHNA MITULBHAI SHAH	Independent Director*	9737	0.45:1
SMT. KAJAL CHINTANBHAI VAGHANI	Independent Director*	73.08	0.27:1
SMT. BINTAL BHAVESHKUMAR SHAH	Independent Director*	92.31	0.15:1
SHRI SANKET B. TRIVEDI	Company Secretary and Compliance Officer	18.43	-
SHRI CHINTAN P CHAUHAN	Chief Financial Officer	15.14	-

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

**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 H 1.65 Lakh

3. Percentage increase in the median remuneration of employees in the financial year (Median 2022-23/Median 2021-22): 748%

4. The number of permanent employees on the rolls of company are 105

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 751%

b. Average percentage increase in salary of managerial personnel is 11.86%

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

26. RISK MANAGEMENT POLICY:

At Par Drugs and Chemicals Limited, risks are measured, estimated and controlled with the objective to mitigate adverse impact. Your company''s 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.

27. 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 Company''s website at http:// pardrugs.com/pdf/policies/Final CSR POLICY.pdf

28. 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%20Policv%20-%20 PAR.pdf

29. 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.

30. 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

31. 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.

32. 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.

33. DIRECTOR''S 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 alongwith proper explanation relating to material departures;

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

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

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

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

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

34. 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.

35. 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.

36. 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.

37. 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 Company''s executives, staff and workers.

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The earning per share has been increased from H 749 to 9.21 as compared to previous year i.e.