To, The Members,

PRATIKSHA CHEMICALS LIMITED

Your Directors have pleasure in presenting herewith their 34^th 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, 2025.

1. FINANCIAL SUMMERY:

The summarized Audited Standalone Financial Performance of your Company for the Financial Year 2024-25 and the previous Financial Year 2023-24 is tabled below:

(Rs. In Lakhs)

Key Financial Highlights & Comparison with the Previous Financial Year:

? Total Income decreased to Rs. 605.90 Lakhs in comparison to Rs. 1029.95 Lakhs of Previous Financial Year 2023-24.

? PBT decreased to Rs. (495.83) Lakhs in comparison to Rs.11.45 Lakhs of Previous Financial Year 2023-24.

? PAT decreased to Rs. (766.47) Lakhs in comparison to Rs. 5.30 Lakhs of Previous Financial Year 2023-24.

? EPS decreased to Rs. -13.76 in comparison to Rs. 0.10 of Previous Financial Year 2023-24.

Further, the Audited Standalone Financial Statements for the Financial Year 2024-25, 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 2024-25 your company has clocked revenue from operation at Rs. 605.90 Lakhs as compared to Rs1029.95 Lakhs in the previous financial year 2023-24. The Incurred loss was Rs. (766.47) 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 2024-25.

• 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: The

Board of Directors of the Company obtained shareholders' approval for the sale/disposal of the Company's immovable properties through a postal ballot conducted on January 6, 2025, during the financial year.

3. DIVIDEND

The Board of Directors has not recommended any dividend during the financial year 2024-25.

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 2024-25.

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, Mrs. Monika Jayeshbhai Chauhan (DIN: 08329798), Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for reappointment.

During the financial year 2024-25, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company:

• Mr. Upendra Adhvaryu, Non-Executive Independent Director, passed away on 8th June 2024.

• The term of Mr. Somabhai Zaverbhai Patel, Independent Director, concluded at the 33rd Annual General Meeting held during the year.

• **Mr. Paresh Shah was appointed as an Additional Non-Executive Independent Director by the Board effective from 13th August 2024. His appointment was subsequently regularized and approved by the shareholders at the 33rd Annual General Meeting as a Non-Executive Independent Director for a term of five consecutive years — from the conclusion of the 33rd AGM until the conclusion of the 38th AGM to be held in the year 2029.

• ***Ms. Jigisha Kadia, Company Secretary, resigned from her position effective 5th December 2024.

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. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL AFTER THE CLOSURE OF FINANCIAL YEAR:

Mr. Halubhai Vaghjibhai Rabari is appointed by board as additional non-executive independent director effective from 14th August,2025 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 34th Annual General Meeting till conclusion of 39^th Annual General Meeting to be held in year 2029

7. MEETINGS OF THE BOARD & COMMITTEE:

During the Financial Year under review, the Board of Directors of the Company met for 6fSix) 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.

8. 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.

9. ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2024 is available on the Company's website and can be accessed at fwww.pratikshachemicals.com.).

10. 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 25^th September, 2024 to hold office for 5 (five) consecutive years up to the end of financial year 2028-29.

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, 2025 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:

i. The company is accounting for Gratuity and Leave encashment on cash basis. This is not in according with Ind AS - 1 on "Presentation of Financial Statement" and Ind AS - 19 on "Employee Benefits" prescribed by the Institute of Chartered Accountants 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.

ii. Ind AS - 2 for "Inventories" has not been followed. The measurement and valuation methods followed by the Company as regards to inventory are not in accordance with accepted methodology. We are not in a position to quantify the effect of this discrepancy on the profitability and Balance Sheet.

iii. We draw attention to the fact that during the quarter and year ended March 31, 2025, the Company has discontinued its manufacturing operations. The machinery and building structures earlier used for manufacturing have been dismantled, and a significant portion of the same has already been sold as scrap and for the remaining portion, a material impairment provision has been created. Further, the Company has passed a board resolution for the sale of the land previously used as factory premises, and the transaction is expected to be completed shortly.

The management has expressed its intention to continue the business with limited trading activities. However, in the absence of a detailed and viable business plan demonstrating the ability of the Company to continue as a going concern, and considering the substantial changes in the nature and scale of operations, we are of the opinion that there exists a material uncertainty regarding the Company's ability to continue as a going concern. Our opinion is qualified in respect of this matter.

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.

5. On the information obtained from the management and audit procedures performed and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, profits earned during the current year as well as accumulated losses of the earlier years, other information accompanying the financial statements, the auditor's knowledge of the Board of Directors and management plans, we are of the opinion that a material uncertainty exists as on the date of audit report regarding that Company is capable of meeting its liabilities existing at the balance sheet date as and when they fall due within a period of one year from the balance sheet date.

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

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

During the financial year 2024-25, 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.

12. 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 2024-25. 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.

13. 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 2024-25.

14. 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. 2024-25. The Report of the Secretarial Auditor for the F.Y. 2024-25 is annexed to this report as ‘Annexure: I' to the Directors' Report.

15. 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'.

16. 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.

17. 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.

18. 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 2024-25.

19. 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.

20. 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.

21. 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.

22. 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.

23. 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.

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 13 employees working in the Organization during the financial year 2024-25. Disclosure of complaints during the year:

(a) Number complaints of sexual harassment received in the year: Nil

(b) Number of complaints disposed off during the year: Nil

(c) Number of cases pending for more than ninety days: Nil

However, during the year no complaints were received by the Internal Complaints committee for sexual harassment from any of the women.

25. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and postmaternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

26. 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 2024-25.

27. 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.

28. CHANGE IN NATURE OF THE BUSINESS:

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

29. 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.

30. 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.

31. 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.

32. 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, 2025, 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, 2025 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, 2025 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, 2025:

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 cooperation 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.