Paushak Ltd

Dear Members,

Your Directors have pleasure in presenting their 51^st Annual Report together with the Audited Statement of Accounts for the year ended on 31^st March, 2024.

(Rs in Lacs)

The Company has prepared the Standalone Financial Statements in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013 ("the Act").

2. Transfer to Reserve:

During the year, no amount was transferred to any of the reserves of the Company.

3. Dividend:

The Board of Directors at their meeting held on 3^rd May, 2024 has recommended Dividend of Rs 20/- (200%) per equity share having face value of Rs 10/- each for the financial year 31^st March, 2024 as against Rs 17.50/- (175%) per equity share having face value of Rs 10/- each for the previous financial year ended 31^st March, 2023.

4. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015"), forms part of this Annual Report and is annexed herewith as Annexure A.

Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

5. Directors:

In accordance with the provisions of the Section 152 and other applicable provisions, if any, of the Act and the Articles of Association of the Company, Mr. Udit Amin (DIN: 00244235), Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

During the year under review, Dr. Tushar Shah (DIN: 07756760) was appointed as an Independent Director of the Company w.e.f. 1^st August, 2023 by the shareholders vide resolution passed at the Annual General Meeting ("AGM") held on 1^st August, 2023.

Mr. Amit Goradia and Mr. V. H. Gandhi, Independent Directors of the Company retired on completion of their tenure effective from 31^st March, 2024 end of day. The Board placed on record its appreciation for the valuable contributions made by them.

The Board of Directors based on the recommendation of Nomination and Remuneration Committee has approved the appointment of Mr. Tanuj Patel (DIN: 00016788) as an Independent Director of the Company for a term of (5) five consecutive years w.e.f. approval of his appointment at the ensuing AGM.

6. Key Managerial Personnel:

Mr. Abhijit Joshi, Whole-time Director & Chief Executive Officer (CEO), Ms. Kirti Shah, Chief Financial Officer (CFO) and Mr. Sagar Gandhi, Company Secretary are Key Managerial Personnel of the Company. During the year under review, Mr. Sagar Gandhi was appointed as Company Secretary and Compliance Officer of the Company w.e.f 1^st April, 2023.

7. Meetings of the Board:

Four (4) Board Meetings were held during the financial year ended 31^st March, 2024. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

8. Independent Directors:

The Company has received declarations / confirmations from all the Independent Directors of the Company as required under Section 149(7) of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,

2014 and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, 2015.

9. Performance Evaluation:

Pursuant to the provisions of the Act, SEBI Listing Regulations, 2015 and Nomination and Remuneration Policy of the Company, the Nomination and Remuneration Committee ("NRC") and the Board has carried out the annual performance evaluation of the Board, its Committee and Individual Directors, by way of individual and collective feedback from

Directors. The Independent Directors have also carried out annual performance evaluation of the Chairperson, the non-independent directors and the Board as a whole. Structured questionnaires covering the evaluation criteria laid down by the NRC, prepared after taking into consideration inputs received from Directors, were used for carrying out the evaluation process.

The Directors expressed their satisfaction with the evaluation process.

In compliance with the requirement of Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations. 2015, the Company has formed an Audit committee. The composition of the Committee is provided in the report on Corporate Governance forming part of this Report. The Committee inter alia reviews the Internal Control System, Scope of

Internal Audit, Reports of Internal Auditors, Key Audit Matters presented by the Statutory Auditors and Compliance of various regulations. The Committee also reviews the financial statements before they are placed before the Board. During FY 2023-24, the recommendations of Audit Committee were duly accepted by the Board.

In compliance with requirements of Section 177(9) & (10) of the Act and Regulations 22 of SEBI Listing Regulations,

2015 and applicable provisions, if any, a Vigil Mechanism or Whistle Blower Policy for directors, employees and other stakeholders to report genuine concerns has been established. The same is uploaded on the website of the Company.

The web-link as required under SEBI Listing Regulations, 2015 is as under: https://www.paushak.com/pdf/Whistle-Blower-Policy.pdf

The Company's internal control procedures which include internal financial controls, ensure compliance with various policies, practices and statutes and in keeping in view with the organization's pace of growth and increasing complexity of operations. The internal auditor's team carries out extensive audits across all functional areas and submits its reports to the Audit Committee.

Alembic Group has been proactively carrying out CSR activities since more than fifty years. Alembic Group has established, nurtured and promoted various Non-Profit Organisations focusing on three major areas Education, Healthcare and Rural Development.

In compliance with requirements of Section 135 of the Act, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the financial year ended 31^st March, 2024 in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure B.

In compliance with the requirements of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, 2015, the Company has laid down a Nomination and Remuneration Policy which has been uploaded on the Company's website.

The web-link as required under the Act is as under: https://www.paushak.com/pdf/NR-Policy.pdf

The salient features of the NRC Policy are as under:

1) Setting out the objectives of the Policy.

2) Definitions for the purposes of the Policy.

3) Policy for appointment and removal of Director, KMP and Senior Management.

4) Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other employees.

5) Remuneration to Non-Executive / Independent Director.

In compliance with the requirements of Regulation 43A of the SEBI Listing Regulations, 2015, the Company has laid down a Dividend Distribution Policy, which has been uploaded on the Company's website.

The web-link as required under SEBI Listing Regulations, 2015 is as under: https://www.paushak.com/pdf/Dividend%20Distribution%20Policy.pdf

Related party transactions that were entered into during the financial year were on arm's length basis and were in ordinary course of business. There were no related party transactions which could be considered material. Hence, there is no information to be provided as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

There are no related party transactions made by the Company which may have potential conflict with the interest of the Company.

The Board has approved a policy for related party transactions which has been uploaded on the Company's website.

The web-link as required under SEBI Listing Regulations, 2015 is as under:

https://www.paushak.com/pdf/Policy%20on%20dealing%20with%20Related%20Party%20Transaction.pdf

The Report on Corporate Governance as required under Regulation 34 read with Schedule V of the SEBI Listing Regulations, 2015, forms part of this Annual Report.

The certificate from M/s. Samdani Shah & Kabra, Practising Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Schedule V is annexed to the Report on Corporate Governance.

During the year under review, the Company has neither granted any Loans nor given any Guarantees falling within the purview of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. The details of Investments made under the said Section are provided in Notes to Financial Statements at Note No. 3 & 7 of

Notes to Financial Statements of the Company.

The equity shares of the Company are listed on BSE Limited ("BSE") with security ID / symbol of PAUSHAKLTD. The ISIN for equity shares is INE111F01016. The Company confirms that the annual listing fees to BSE for the financial year 2024-25 has been paid.

In compliance with the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014,

M/s. Haribhakti & Co. LLP, Chartered Accountants (Firm Registration Number: 103523W/W100048) were appointed as the Statutory Auditors of the Company by the members at their 50^th AGM held on 1^st August, 2023, in place of M/s. Maloo Bhatt & Co., Chartered Accountants (Firm Registration No. 129572W), to hold office till the conclusion of 52^nd AGM for the financial year 2024-25.

The Auditor's Report for financial year 2023-24 does not contain any qualification, reservation or adverse remark. The Auditor's Report is enclosed with the financial statements in this Annual Report.

The Board of Directors of the Company appointed M/s. Samdani Shah & Kabra, Practising Company Secretaries, to conduct Secretarial Audit of the Company for the financial year 2024-25.

The Secretarial Audit Report of M/s. Samdani Shah & Kabra, Practising Company Secretaries for the financial year 2023-24 is annexed herewith as Annexure C. The Secretarial Auditor's Report does not contain any qualification, reservation or adverse remark.

During the year under review, the Company has complied with all the applicable provisions of the Secretarial Standards as prescribed by the Institute of Company Secretaries of India.

The provisions of Section 148(1) of the Act with regard to maintenance of cost records are applicable to the

Company and the Company has made and maintained the cost records as specified therein.

M/s. Santosh Jejurkar & Associates, Cost Accountant, has been appointed as Cost Auditor of the Company for conducting audit of the cost records maintained by the Company relating to organic and inorganic chemicals for the financial year 2024-25.

The Board of Directors has appointed M/s. Sharp & Tannan Associates, Chartered Accountants as Internal Auditors of the Company for the financial year 2024-25.

The Company has constituted a Risk Management Committee and formulated a Risk Management Policy which functions as a guiding tool in fulfilling the management's responsibility towards risk management. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Risk Management Committee, Audit Committee and the Board of Directors of the

Company.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure D.

A statement showing the names and other particulars of the employees falling within the preview of Rules 5(2) and 5(3) of the aforesaid rules are provided in the Annual Report. The Annual Report is being sent to the Members of the Company excluding the aforesaid information. The said information is available for inspection at the Registered Office of the Company during working hours and the same will be furnished on request in writing to the Members.

The Business Responsibility & Sustainability Report as required under Regulation 34(2)(f) of the SEBI Listing

Regulations, 2015, forms part of this Annual Report.

The information required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure E.

A copy of the Annual Return as required under Section 92(3) and Section 134(3)(a) of the Act has been placed on the

Company's website. The web-link as required under the Act is as under: https://www.paushak.com/notice.aspx

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year ended 31st March, 2024. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

27. Other Disclosures: a) The Company does not have any subsidiary / associates / joint venture company during the year as well as on 31^st March, 2024. b) The Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees as specified under Section 143(12) of the Act. c) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. d) The Independent Director appointed during the year is a person of integrity and possess expertise, experience and proficiency. e) The Company has in place a Policy on prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and has constituted the Internal Complaints Committee to redress complaints received regarding sexual harassment. During the year, no complaint was received by the Company. f) The Company has not invited/accepted any deposits from public. g) There are no significant and material orders passed by the Regulators or Courts or Tribunal impacting the going concern status of the Company and its operations in future. h) No application was made nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016. i) No settlements have been done with banks or financial institutions.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that: a) in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) they have 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 of the Company for that period; c) they have taken proper and sufficient care for 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) they have prepared the annual accounts on a going concern basis; e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.