Your Directors have pleasure in presenting herewith their 33^rd Annual Report on the business and
operation of the Company together with the Audited Statements of Accounts of the Company for the year
ended on 31^st March, 2024.

1. FINANCIAL SUMMERY:

The summarized Audited Standalone Financial Performance of your Company for the Financial Year
2023-24 and the previous Financial Year 2022-23 is tabled below:

fPc In I aklicl

Key Financial Highlights & Comparison with the Previous Financial Year:

? Total Income increased to Rs.1034.68 Lakhs in comparison to Rs. 996.70 Lakhs of Previous
Financial Year 2022-23.

? PBT decreased to Rs. 11.45 Lakhs in comparison to Rs.12.09 Lakhs of Previous Financial Year
2022-23.

? PAT decreased to Rs. 5.30 Lakhs in comparison to Rs. 8.79 Lakhs of Previous Financial Year 2022¬
23.

? EPS decreased to Rs. 0.10 in comparison to Rs. 0.16 of Previous Financial Year 2022-23.

Further, the Audited Standalone Financial Statements for the Financial Year 2022-23, forming part of this
Annual Report, have been prepared in accordance with the Schedule III and Indian Accounting Standards
(Ind-AS) as notified by the Ministry of Corporate Affairs (MCA) and The Securities Exchange Board of
India (SEBI) read with the provisions of Section 133 of the Companies Act, 2013 and Companies (Indian
Accounting Standard) Rules, 2015.

2. STATE OF AFFAIRS AND REVIEW OF OPERATIONS AND WAY AHEAD

Company is an industry representing color pigment companies in Ahmedabad, India. The company is
engaged into manufacturing business of Pigment Green 7 & Copper Phthalocyanine Green Crude. It
represents small, medium, and large color pigments manufacturers throughout India, accounting for the
bulk of the production of color pigments in India.

The company supplies superior quality Pigment Green 7 all over India. The manufacturing unit of the
Company is located at Sanand, Dist. Ahmedabad. Color pigments are widely used in product compositions
of all kinds, including paints, inks, plastics, glass, synthetic fibers, ceramics, coloredcement products,
textiles, cosmetics, and artists' colors.

You will be noted that during 2023-24 your company has clocked revenue from operation at Rs. 1029.95
Lakhs as compared to Rs. 973.09 Lakhs in the previous financial year 2022-23. The Profit after tax was
Rs. 5.30 Lakhs during the year. The company's focus now is to grow the topline while maintaining the
profitability. Operating in the present, with an eye on the future, we are driven by our grow and deliver
strategy.

? SEGMENT-WISE POSITION OF BUSINESS AND ITS OPERATIONS: The Company is currently
engaged in only one business i.e. manufacturing business of Pigment Green 7 & Copper
Phthalocyanine Green Crude. Accordingly, there is no segment of business activity of the
Company.

• CHANGE IN STATUS OF THE COMPANY: The status of the company has not been changed during
the financial year 2023-24.

• KEY BUSINESS DEVELOPMENTS; The manufacturing units has a well-equipped laboratory
assisted by a team of chemists and researchers for consistent Research and Development and
support the Quality Control System which keeps an eye on the production process to yield the
best from these production units.

• CHANGE IN THE FINANCIAL YEAR: The Company has not changed its financial year during the
year

• CAPITAL EXPENDITURE PROGRAMMES: Not Applicable

• DETAILS AND STATUS OF ACQUISITION, MERGER, EXPANSION MODERNIZATION AND
DIVERSIFICATION: Not Applicable

• DEVELOPMENTS, ACQUISITION AND ASSIGNMENT OF MATERIAL INTELLECTUAL
PROPERTY RIGHTS: Not Applicable

• ANY OTHER MATERIAL EVENT HAVING AN IMPACT ON THE AFFAIRS OF THE COMPANY: No

material events have occurred during the financial year 2023-24 which impact on the affairs of
the Company.

3. DIVIDEND

The Board of Directors has not recommended any dividend during the financial year 2023-24.

4. THE AMOUNTS. IF ANY. WHICH IT PROPOSES TO CARRY TO ANY RESERVES:

The company has not transferred any amount to reserves during the financial year 2023-24.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Company is having dynamic, qualified, experienced, committed and versatile professionals in

the Management of the Company. In pursuance to provisions of Section 203 of the Companies Act,

2013 (“the Act”) read with relevant Rules there under, the personnel of the Company who acted as

“Key Managerial Personnel” during the year under review are as appended below:

*Pursuant to the provisions Section 152(6) of the Companies Act, 2013, Mr. Jayesh Patel (DIN:
00401109), Director of the Company retires by rotation at the forthcoming Annual General Meeting
and being eligible, offer herself for reappointment.

The Composition of the Board of Directors and Key Managerial Personnel of the company has not
been changed during the financial year 2023-24.

**Mr. Upendra Adhvaryu passed away on 8^th June,2024 after the completion of Financial Year 2023¬
24 and

Mr Paresh Shah is appointed by board as additional non-executive independent director effective
from 13^th August,2024 and he is proposed to be regularized and appointed as Non -executive
Independent Director subject to approval of the shareholders in the Annual General Meeting for the 5
consecutive year from the conclusion of 33^rd Annual General Meeting till conclusion of 38^th Annual
General Meeting to be held in year 2029

*** Mr. Somabhai Zaverbhai Patel, the Independent director's term will be completed in this Annual
General Meeting.

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as prescribed under sub-section 6 of
Section 149 of the Companies Act, 2013 and under Regulation 16 (b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulation 2015 and complied with the Code for Independent Directors
prescribed in Schedule IV to the Act.

Further, all the Directors of the Company have confirmed that they are not disqualified from being
appointed as Directors in terms of Section 164 of the Companies Act, 2013.

During the year under review, the non-executive directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees, commission and
reimbursement of expenses incurred by them for the purpose of attending meetings of the
Board/Committee of the Company.

6. MEETINGS OF THE BOARD & COMMITTEE:

During the Financial Year under review, the Board of Directors of the Company met for 5 (Five) times
for various agenda items of the Company, the same which were circulated well in advance to the
Board.

The following are the dates on which the Board Meetings and Committee Meeting held during the
year under review:

The intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013. The necessary quorum was present at the meetings.

7. COMMITTEES:

The company has several committees which have been established as a part of best corporate
governance practices and are in compliance with the requirements of the relevant provisions of
applicable laws and statues.

The Board has constituted following Committees:

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholder’s Relationship Committee

> Internal Complaints Committee

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant
committees are given in detail in the ‘Report on Corporate Governance’ of the company which forms
part of this Annual Report.

8. ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2023 is available on the Company’s website and
can be accessed at (www.pratikshachemicals.com.).

9. STATUTORY AUDITORS & AUDIT REPORT:

M/S. CHANDBHAOY & JASSOOBHOY, Chartered Accountants, (F.R. NO. 101648W) had been appointed
as statutory auditors of the company at the Annual General Meeting held on 27th September, 2019 to
hold office for 5 (five) consecutive years up to the end of financial year 2023-24.

As the term of auditor was up to 31st March 2024 the Company has proposed to re-appoint
M/S. CHANDBHAOY & JASSOOBHOY, Chartered Accountants, (F.R. NO. 101648W) as a statutory
auditor of the company for the consecutive period of five years up to the Financial Year 2028-29 in
the forthcoming Annual General Meeting.

The Report given by the Auditors on the financial statement of the Company is part of this Report.
There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in
their Report. The Auditors comments on your company's accounts for year ended March 31, 2024 are
self-explanatory in nature and do not require any explanation as per provisions of Section 134(3)(f)
(i) of the Companies Act, 2013.

There are following qualifications, reservation or adverse remark or disclaimer made by Statutory
Auditor in its report:

1. The Company is accounting for Gratuity & Leave Encashment on cash basis. This is not
according with IND AS - 1 on "Presentation of Financial Statement" and IND AS-19 on
"Employee Benefits" prescribed by the Institute of Chartered Accounting of India and
contrary to provision contained in Section 133 of the Companies Act, 2013. The extent of non¬
compliance in terms of value is not ascertainable.

2. IND AS - 2 for "Inventories" has not been followed. The measurement and valuation methods
followed by the company as regards inventory are not in accordance with acceptable
methodology. we are not in a position to quantify the effect of this discrepancy on the
Profitability and Balance Sheet.

Further in Companies (Auditor's Report) Order, 2016 as per subsection (11) of Section 143 of
Companies Act, 2013, the auditor has given following qualifications, reservation or adverse remark

1. The Company has not maintained proper records showing full particulars including
quantities details and situation of Property, Plants and Equipments and intangible assets.
The management has not certified the physical verification of Property Plants and
Equipments at reasonable intervals.

2. As informed to us by the management, the inventory has not been physically verified during
the year by the management. The procedures of physical verification of inventory followed by
the management are not reasonable and inadequate in relation to the size of the Company
and the nature of its business.

3. The Company has not deposited Provident fund dues since last 3 months and Employee state
insurance due since last 5 month of the financial year.

The Board of Directors has undertaken to take the corrective steps for the above mentioned
qualifications in current financial year.

10. DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):

During the financial year 2023-24, the Statutory Auditor has not reported to the audit committee any
instance of fraud committed against the Company by its employees or officers under section 143(12),
the details of which need to be reported in Board's Report.

11. INTERNAL FINANCIAL CONTROLS& INTERNAL AUDITOR:

Pursuant to provisions of 138 of the Companies Act, 2013, and Rule 13 of Companies (Accounts)
Rules, 2014, M/S. MAUKSH SHAH& ASSOCIATES, Chartered Accountants (Firm Registration No.
156115W)), Ahmedabad, has been appointed as an Internal Auditor of the Company for the Financial
Year 2023-24. The Board has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Company's policies, safeguarding of its
assets, prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records and the timely preparation of reliable financial disclosures. The reports of
Internal Audit are reviewed by the Audit Committee of the Board.

12. COST RECORDS:

Pursuant to Section-148 (1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records
and Audit) Rules, 2014, Company does not fall under the criteria for maintaining cost record for the
financial year 2023-24.

13.SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act, 2013, your company had appointed M/S. A. SHAH &
ASSOCIATES, Practicing Company Secretaries, Ahmedabad, as its Secretarial Auditors to conduct the
Secretarial Audit of the company for F.Y. 2022-23. The Report of the Secretarial Auditor for the F.Y.
2023-24 is annexed to this report as ‘Annexure: I’ to the Directors' Report.

14. NOMINATION AND REMUNERATION POLICY:

The Board has on the recommendation of Nomination and Remuneration/ Compensation Committee
framed a policy on directors' appointment and remuneration of Directors including criteria for
determining qualification, positive attributes, independence of directors and remuneration for
Directors, Key Managerial Personnel and other employees. The policy is annexed to this report as
‘Annexure: II'.

15. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board
committees and individual directors pursuant to the provisions of the Companies Act, 2013the
corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”)
under Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D
and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors
on the basis of the criteria such as the Board composition and structure, effectiveness of board
processes, information and functioning, etc. The performance of the committees was evaluated by the
board after seeking inputs from the committee members on the basis of the criteria such as the
composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of
the individual directors on the basis of the criteria such as the contribution of the individual director
to the Board and committee meetings like preparedness on the issues to be discussed, meaningful
and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also
evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors,
performance of the board as a whole and performance of the Chairman was evaluated, taking into
account the views of executive directors and non-executive directors. The same was discussed in the
board meeting that followed the meeting of the independent Directors, at which the performance of
the Board, its committees and individual directors was also discussed.

16. DEPOSITS:

Your Company has not accepted any fixed deposits from the public within the provisions of Section
73 to 76 of the Companies Act, 2013.Hence, the disclosures required as per Rule 8(5)(v)&(vi) of the
Companies (Accounts) Rules, 2014, read with Section 73 to 76 of the Companies Act, 2013 are not
applicable to your Company.

17. FOREIGN EXCHANGE EARNINGS / OUTGO:

The Company has not earned any Foreign Exchange by the way of Export Sales and has not incurred
any Expenditure in Foreign Exchange during the Financial Year 2023-24.

18. 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 www.pratikshachemicals.com under
investors / policy documents / Vigil Mechanism Policy link.

19. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

(a)Conservation of energy:

(b) Technology absorption:

The efforts are being made for energy conservation to new and innovative means. Further, the Company
did not have any imported technology during the financial year.

20.PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions those were entered during the financial year were in ordinary course of
the business of the company and were on arm's length basis. All such Related Party Transactions are
placed before the Audit Committee for approval.

The policy on materiality of Related Party Transactions and also on dealing with Related Party
Transactions as approved by the Audit Committee and the Board of Directors is has been uploaded on
the website of the Company at www.pratikshachemicals.com under investors/policy documents/Related
Party Transaction Policy.

The particulars of every contract or arrangements entered into by the Company with related parties
referred to the sub-section (1) of section 188 of the Companies Act, 2013, are disclosed in Form No. AOC-
2 ‘Annexure: III' the same forms part of this report, pursuant to Section 134 (3) (h) of the Act read with
rule 8(2) of the Companies (Accounts) Rules, 2014.

21. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:

In terms of provisions of Section 134(3)(g)of the Companies Act 2013, there was no Loans, Guarantees
Or Investments provided by company as per section 186 of the companies act, 2013. However The
Particulars of Loans, Guarantees or Investments under Section 186, is annexed hereto as ‘Annexure: IV'
and forms part of this Report.

22. PARTICULARS OF EMPLOYEES REMUNERATION:

A. The ratio of the remuneration of each director to the median employee's remuneration and other
details in terms of sub-section 12 of Section 197, of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are
forming part of this report as ‘Annexure: V' to the Directors' Report.

B. The statement containing particulars of employees as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is not provided as no employee is being paid remuneration of
Rs. 8.50 Lac Per month if employed for part of the year and Rs. 1.02 Crore Per Annum if employed
for the whole year.

23.SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND
REDRESSAL) ACT. 2013:

Disclosure under Section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013:

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013, the company has setup the Internal complaints committee and the said
committee has framed policy for prevention of sexual harassment at work place in accordance with
the section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

There were 22 employees working in the Organization during the financial year 2023-24. However,
during the year no complaints were received by the Internal Complaints committee for sexual
harassment from any of the women.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Board of Directors of your company hereby confirms that the provisions of section 135(1) of the
Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules,
2014 is not applicable to our company for the financial year 2023-24.

25. HUMAN RESOURCES DEVELOPMENT:

Your Company treats its “Human Resources” as one of its most significant assets. The Company
continues its focus on retention through employee engagement initiatives and provides a holistic
environment where employees get opportunities to realize their potential. A number of programs
that provide focused people attention are currently underway. Your Company thrust is on the
promotion of talent internally through job rotation and job enlargement. The Company's Health and
Safety Policy commits to provide a healthy and safe work environment to all employees.

26. CHANGE IN NATURE OF THE BUSINESS:

There has been no change in the nature of business of the company during the year under review.

27. MANAGEMENT DISCUSSION AND ANALYSIS:

As per the corporate governance norms, a separate section on Management Discussion and Analysis
outlining the business of the Company is set out in Annexure forming part of this Report.

28.SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:

No significant and material orders were passed by the regulators or courts or tribunals impacting the
going concern status and Company's operation in future.

29.SIGNIFICANT OR MATERIAL EVENT OCCURRED AFTER BALANCE SHEET DATE:

No Event has occurred after the balance sheet date that representing the material changes and
commitment that affecting the Financial position of the company.

30. STATEMENT OF DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to requirement under 134(3)(c) and Section 134 (5) of the Companies Act, 2013 (Act),
Directors, confirm that:

(a) in the preparation of the annual accounts for the year ended on 31^st March, 2024, the applicable
accounting standards read with requirement set out under Schedule III to the Act, have been
followed and there are no material departures from the same;

(b) the Directors 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 as at March 31, 2024 and of the profit of the company for the year
ended on that date;

(c) the Directors have 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 are 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.

31. CORPORATE GOVERNANCE:

This is to inform you that the paid up equity Share capital of the Company and net worth of the Company
as on 31st March, 2024 does not exceed the stipulated criteria of rupees ten crore and rupees twenty five
crore respectively. Hence, Regulation - 17 to 27 and Regulation - 46 (2) (b) to (i) and para C, D and E
of Schedule V shall not apply to the Company and the Company is exempt from filing Regulation 27(2)
Corporate Governance Report to BSE under SEBI (Listing Obligation & Disclosure Requirements)
Regulations, 2015.

32. RISK MANAGEMENT:

Your Company has developed and implemented a Risk Management Policy which includes identification
of elements of risk, if any, which in the opinion of the Board, may threaten the existence of the Company.
Your Company has a risk identification and management framework appropriate to the size of your
Company and the environment under which it operates. The process involves identifying both external
and internal risks and the readiness to respond to extreme risks like calamities and disasters. Risks are
being continuously identified in relation to business strategy, business continuity/contingency plans,
operations and transactions, statutory / legal compliance, financial reporting, information technology
system, cyber security and overall internal control framework.

33. SHAREHOLDING PATTERN:

The shareholding pattern as on 31^st March, 2024:

34. DETAILS OF SUBSIDIARY JOINT VENTURE AND ASSOCIATES COMPANY

During the year under review there is no Company which have become or ceased to be the Subsidiaries,
joint ventures or associate companies.

35. ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and sincere appreciation for the assistance and co¬
operation received from the financial institutions, banks, Government authorities, customers, vendors
and members during the year under review.

Your Directors would like to express a profound sense of appreciation for the commitment shown by the
employees in supporting the Company in its continued robust performance on all fronts.

PLACE: AHMEDABAD BY THE ORDER OF THE BOARD OF DIRECTORS,

DATE: 13.08.2024 FOR, PRATIKSHA CHEMICALS LIMITED

Sd/-

MR. JAYESH PATEL
DIRECTOR & CFO
(DIN:00401109)