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Paushak Ltd.

Directors Report

BSE: 532742ISIN: INE111F01016INDUSTRY: Chemicals - Speciality

BSE   Rs 6010.65   Open: 6077.00   Today's Range 5969.95
6077.00
-7.25 ( -0.12 %) Prev Close: 6017.90 52 Week Range 3746.00
6385.00
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 1852.55 Cr. P/BV 4.24 Book Value (Rs.) 1,417.12
52 Week High/Low (Rs.) 6385/3746 FV/ML 10/1 P/E(X) 37.52
Bookclosure 24/07/2025 EPS (Rs.) 160.21 Div Yield (%) 0.33
Year End :2025-03 

Your Directors have pleasure in presenting their 52nd Annual Report together with the Audited Statement of Accounts for the
year ended on 31st March, 2025.

1. Operations and State of Affairs of the Company:

Particulars

Year ended on
31st March, 2025

Year ended on
31st March, 2024

Revenue from Operations

21,094.94

20,626.08

Other Income

1,423.66

2049.12

Profit for the year before Interest, Depreciation & Amortization, Exceptional
Item and Tax

7,388.43

8,498.25

Less:

Interest (net)

14.15

15.24

Depreciation & Amortization expense

1,497.03

1,383.80

Add: Exceptional Item

-

-

Profit before Tax

5,877.25

7,099.21

Less:

Tax Expenses

939.52

1,663.88

Profit after Tax

4,937.73

5,435.33

Other Comprehensive Income

1,830.11

939.60

Total Comprehensive Income

6,767.83

6,374.93

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 1st May, 2025 has recommended Dividend of ? 20/- (200%) per equity
share having face value of ? 10/- each for the financial year ended 31st March, 2025 as against ? 20/- (200%) per equity
share having face value of ? 10/- each for the previous financial year ended 31st March, 2024.

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:

During the year under review, Mr. Tanuj Patel (DIN: 00016788) was appointed as an Independent Director of the
Company w.e.f. 2nd August, 2024 by the shareholders vide special resolution passed at their 51st Annual General
Meeting (“AGM”) held on 2nd August, 2024.

Mr. Atul Patel, Independent Director of the Company retired on completion of his second term of 5 (Five) consecutive
years effective from 6th August, 2024, end of the day. Mr. Abhijit Joshi (DIN: 06568584), Whole-time Director & CEO of
the Company resigned due to his advancing age w.e.f. 2nd April, 2025, end of the day. The Board placed on record its
sincere appreciation for the contributions made by them.

Mr. Chintan Gosaliya (DIN: 11013894) was appointed as the Whole-time Director and Chief Operating Officer (COO)
of the Company w.e.f. 2nd April, 2025 by the Board of Directors, based on the recommendation of Nomination and
Remuneration Committee and subject to the approval of the shareholders vide postal ballot notice dated 15th April, 2025.

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. Chirayu Amin (DIN: 00242549), Director of the Company, will retire by rotation at
the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

6. Key Managerial Personnel:

As on the date of this report, Mr. Chintan Gosaliya, Whole-time Director & Chief Operating Officer (COO), 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, Ms. Kirti Shah, Chief Financial Officer proceeded on maternity leave w.e.f. 5th August,
2024. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors
appointed Mr. Kaushik Shah, Senior Manager - Accounts, as the Acting Chief Financial Officer (KMP) w.e.f. 5th August,
2024, until 24th March, 2025, when he ceased to hold the office, following Ms. Kirti Shah's resumption of office.

7. Meetings of the Board:

Four (4) Board Meetings were held during the financial year ended 31st March, 2025. 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.

10. Audit Committee:

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 Annual report
on Corporate Governance forming part of this Annual 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 the financial year 2024-25, the recommendations of Audit Committee were duly accepted by
the Board.

11. Vigil Mechanism/Whistle Blower Policy:

In compliance with requirements of Section 177(9) & (10) of the Act and Regulation 22 of SEBI Listing Regulations,
2015, 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/wp-content/uploads/2025/06/Whistle-Blower-Policy.pdf

12. Internal Control Systems:

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.

13. Corporate Social Responsibility:

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
31st March, 2025 in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014
is annexed herewith as
Annexure B.

14. Policy on Nomination and Remuneration:

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/wp-content/uploads/2025/06/Nomination-and-Remuneration-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.

Considering the evolving dynamics and in order to maintain alignment of the policy with our organization's goals and
objectives, the Nomination and Remuneration policy of the Company was amended during the year under review.

15. Dividend Distribution Policy:

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/wp-content/uploads/2025/06/Dividend-Distribution-Policy.pdf

16. Related Party Transactions:

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/wp-content/uploads/2025/06/Policv-on-dealing-with-Related-Partv-Transaction.pdf

17. Corporate Governance Report:

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.

18. Loans, Guarantees or Investments:

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.

19. Listing of Shares:

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 2025-26 has been paid.

20. Auditors:

(a) Statutory Auditors:

M/s. Haribhakti & Co. LLP, Chartered Accountants, Vadodara, Statutory Auditors of the Company will be
completing their second term of 2 (two) years at the conclusion of the ensuing Annual General Meeting for the
financial year 2024-25.

The Audit Committee and Board of Directors of the Company at their respective meetings held on 1st May, 2025,
subject to approval of the shareholders, recommended the appointment of M/s. CNK & Associates LLP, Chartered
Accountants, Vadodara, having Firm Registration No. 101961W/W-100036, as Statutory Auditors of the Company
to hold office for a term of 5 (five) consecutive years commencing from the conclusion of this ensuing 52nd Annual
General Meeting (‘AGM') till the conclusion of the 57th AGM of the Company for the financial year 2029-30.

M/s. CNK & Associates LLP, Chartered Accountants, Vadodara have given their consent, confirming that their
appointment, if made, will be in accordance with the provisions of Section 139 and 141 of the Companies Act,
2013 read with the Companies (Audit and Auditors) Rules, 2014.

The Auditor's Report for financial year 2024-25 does not contain any qualification, reservation or adverse remark.
The Auditor's Report is enclosed with the financial statements in this Annual Report.

(b) Secretarial Auditors:

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

The Secretarial Audit Report of M/s. Samdani Shah & Kabra, Practising Company Secretaries for the financial
year 2024-25 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 Audit Committee and the Board of Directors of the Company at their respective meetings held on 1st May,
2025, subject to the approval of the shareholders, recommended the appointment of M/s. Samdani Shah & Kabra,
Practicing Company Secretaries, having Firm Registration No. P2008GJ016300, as the Secretarial Auditors of the
Company for a term of 5 (five) years commencing from the financial year 2025-26 till the financial year 2029-30.

M/s. Samdani Shah & Kabra, Practicing Company Secretaries has confirmed their eligibility and qualification
required under the Act for holding the office as Secretarial Auditors of the Company.

(c) Cost Auditors:

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.

The Board of Directors of the Company has appointed M/s. Santosh Jejurkar & Associates, Cost Accountant, as
Cost Auditors of the Company for conducting audit of the cost records maintained by the Company relating to
organic and inorganic chemicals for the financial year 2025-26.

(d) Internal Auditors:

The Board of Directors of the Company has appointed M/s. Sharp & Tannan Associates, Chartered Accountants
as Internal Auditors of the Company for the financial year 2025-26.

21. Risk Management:

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.

22. Particulars of employees and related disclosures:

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.

23. Business Responsibility & Sustainability Report:

The Business Responsibility & Sustainability Report as required under Regulation 34(2)(f) of the SEBI Listing
Regulations, 2015, forms part of this Annual Report.

24. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

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.

25. Annual Return:

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/investors/ ^ Notices / Correspondences / Disclosures ^ 2024-25

26. Material Changes:

There have been no material changes and commitments affecting the financial position of the Company since the close
of financial year ended 31st March, 2025. 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
31st March, 2025.

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) In the opinion of the Board, 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. Further, there has been no default in repayment
of deposits or payment of interest thereon. No deposits remain unpaid or unclaimed as at the end of the year
under review.

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.

28. Directors’ Responsibility Statement:

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.

On behalf of the Board of Directors,

sd/-

Chirayu Amin

Chairman
DIN: 00242549

Paushak Limited

CIN: L51909GJ1972PLC044638

Regd. Office: Alembic Road, Vadodara - 390 003

Tel: 91 265 6637000

Website: www.paushak.com

e-mail ID: investors@paushak.com

Date: 1st May, 2025
Place: Vadodara

 
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