Directors Report of Paos Industries Ltd.

Mar 31, 2025

Your Directors have the pleasure in presenting the 35^th Annual Report of the Company together with the Audited
Accounts (Standalone) for the financial year ended 31^st March, 2025.

FINANCIAL RESULTS

The financial figures for the year under review are given below:

PARTICULARS	CURRENT YEAR	PREVIOUS YEAR
	2024-2025	2023-2024
Revenue from operations	5463.65	--
Other income	24.50	--
Profit/(Loss) before Interest, Depreciation and Tax	182.31	(12.59)
Less : Interest & Bank charges	158.95	(17.00)
Profit/(Loss)	23.36	(29.59)
Less : Depreciation	211.05	--
Profit/(Loss) before Tax	(187.69)	(29.59)
Provision for Current Tax	0.00	0.00
Provision for Deferred Tax	110.59	0.00
Profit/(Loss) after Tax	(77.10)	(29.59)
Transfer to General Reserve	(77.10)	(29.59)
Other Comprehensive Income for the period	--	--
Basic- Earning per equity share of Rs.10/-	(1.26)	(0.48)

The company has not carried on any business activity during the year under review.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

The financial statements have been prepared as per the Ind-AS whereby the preferential share capital has been
classified into debt liability and to find out the present value the nominal value of these preference shares has been
discounted @10% being rate of dividend payable on these shares. Total Revenue for the FY 2024-25 is Rs. 5463.65/-
Lakhs as compared to Rs. 0.00/- during FY 2023-24. The loss for the FY 2024-25 stands at Rs. 77.10/- Lakhs as compared
to Rs. 29.59/- lakhs during FY 2023-24.

INFORMATION ON STATE OF COMPANY''S AFFAIR

During the year under review, the Company successfully revived its operations and commenced active business. The
revival was carried out by entering into a Business Transfer Agreement with National Soap Mills, through which the
Company acquired and took over the running business.

Post-acquisition, the Company has been able to establish a steady course of growth. The business operations have
stabilized, and the Company has started achieving consistent sales throughout the year, reflecting the strength of its
business model and market acceptance.

The management is confident that with this revival, the Company is well-positioned for sustainable growth, and will
continue to focus on expanding its operations, strengthening its market presence, and enhancing value for all
stakeholders in the years ahead.

DIVIDEND

The Board of Directors, after considering the financial performance and future business requirements of the Company,
has decided not to recommend any dividend for the financial year ended 31^st March, 2025.

DEPOSITS

During the year under review, the Company has not accepted or renewed any deposits falling within the purview of the
Companies Act, 2013 and the rules made there-under however the company has received and accepted money/loan
only from its Managing Director, Sh. Sanjeev Bansal which does not fall within the definition of deposits in terms of Rule
2(1)(c) of the Companies (Acceptance of Deposits), Rule, 2014, as amended. The amount of said money/loan stands at
Rs. 3019.46 Lakhs as on 31.03.2025. These loans are financial liability and have been presented and disclosed under
Non-Current Borrowings considering them to be not being paid within One year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since no Dividend declared and paid during last year, the provisions of Section 125 of the Companies Act, 2013 does not
apply.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

The profit/loss of the current year has been transferred to the Reserves& Surplus.

CHANGES IN EQUITY SHARE CAPITAL

There is no change in the Equity Share Capital of the company during the year under review.

CHANGES IN DIRECTORS& KEY MANAGERIAL PERSONNEL

DIRECTORS

Appointments

During the F.Y. 2024-25 following appointments/ re-appointment were made:

Smt. Sharon Arora (DIN: 09450764) was appointed as the Independent Director of the Company for a term of 5 years
w.e.f. 14^th November, 2024 to 13^th November, 2029 her appointment was approved by members of the company via
postal Ballot dated 12.02.2025 with requisite majority.

Retirement by rotation

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Smt. Rama
Bansal, Director, retires by rotation and is eligible for reappointment.

Resignations

During the F.Y. 2024-25 following resignations were made:

Sh. Jatin Duggal (DIN: 09625747) the Independent Director of the Company was resigned from the post of Independent
Director w.e.f. 14^th November, 2024.

KEY MANAGERIAL PERSONNEL
Appointments

During the F.Y. 2024-25 following appointments / re-appointment were made:

Sh. Daljeet Singh was appointed as the Company Secretary and Compliance Officer of the company w.e.f. 20^th April,
2024.

Sh. Varinder Kumar was appointed as the Chief Financial Officer of the company w.e.f 14^th November, 2024.
Resignations

During the F.Y. 2024-25 following resignations were made:

Smt. Ruchika Gulati was resigned from the post of Company Secretary and Compliance Officer w.e.f. 19^th April, 2024.

Sh. Rupinder Singh was resigned from the post of Chief Financial Officer w.e.f 14^th November, 2024.

BOARD EVALUATION

The Board has carried out an annual evaluation of its own performance, the directors and also committees of the Board
based on the guideline formulated by the Nomination & Remuneration Committee. Board composition, quality and
timely flow of information, frequency of meetings, and level of participation in discussions were some of the
parameters considered during the evaluation process. A note on the familiarizing programme adopted by the Company
for the orientation and training of the Directors and the Board evaluation process undertaken in compliance with the
provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
provided in the Corporate Governance Report which forms part of this Report.

Further, a Separate Meetings of the Independent Directors of the Company was held once during the year on
14.02.2025 which also reviewed the performance of the Non-executive directors, Chairman of the Company and
performance of the Board as a whole.

NOMINATION & REMUNERATION POLICY

On the recommendation of the Nomination & Remuneration Committee, the board has already framed a Policy for
selection, appointment and remuneration of Directors and Key Managerial Personnel. Salient feature of Nomination
and Remuneration Policy are annexed herewith as Annexure I.

BOARD MEETINGS

During the year, 7 Board Meetings and 8 Audit Committee Meetings were convened and held. The details are given in
the Corporate Governance Report. The intervening gap between the two Meetings was within the period prescribed
under the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

During the year 2024-25, the Company had three Key Managerial Personnel viz. Sh. Sanjeev Bansal, Chairman &
Managing Director, Sh. Varinder Kumar, Chief Financial Officer and Sh. Daljeet Singh, Company Secretary.

In compliance with Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, brief
resume of all the Directors proposed to be appointed / re-appointed are attached along with the Notice to the ensuing
Annual General Meeting.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 185

During the Financial Year 2024-2025, the Company has not given any loan or Guarantee or provided security in
connection with a loan to any other body corporate and person and also the company has not made any investment in
any other body corporate.

INDIAN ACCOUNTING STANDARDS (Ind AS)

As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards ("Ind AS") and
the Standalone Financial Results for the year 2024-2025 have been prepared in accordance with Ind-AS prescribed under
Section 133 of the Companies Act, 2013 read with the relevant rules issued there under and the other recognized
accounting practices and policies to the extent applicable.

STATUTORY AUDITOR

The members had appointed M/s Rakshit Khosla & Associates, Chartered Accountants (FRN:017151N), Ludhiana as
Statutory Auditors of the Company to hold office from the conclusion of 30^th Annual General Meeting until the
conclusion of 35^th Annual General Meeting of company, subject to ratification of the appointment by the members at
every AGM in accordance with the provisions of the Companies Act, 2013 and the Rules made there-under. The
appointment of M/s Rakshit Khosla & Associates, Chartered Accountants (FRN:017151N), Ludhiana as Statutory
Auditors shall be for the Statutory Audit of FY 2020-2021 to FY 2024-2025 (both inclusive).

STATUTORY AUDIT REPORT

The Auditor''s Reports on the Standalone Financial Statements for the financial year 2024-25 do not contain any
qualification, reservation or adverse remark. The Auditor''s Reports are annexed to the financial statements.

COST AUDIT

As the company is not into operation and does not carry on any manufacturing activities hence the provisions regarding
applicability of Cost Audit are not applicable to the company.

SECRETARIAL AUDITORS

As required under section 204 of the Companies Act, 2013 and Rules there-under, the Board has appointed M/s Rajeev
Bhambri & Associates, Practicing Company Secretaries as the Secretarial Auditor and the said firm had conducted the
secretarial audit for the financial year 2024-2025. The Secretarial Auditors'' Report for the financial year 2024-25 does
not contain any qualification, reservation or adverse remark.

DETAILS REGARDING FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)

During the year under review, the auditors i.e. statutory auditors and secretarial auditors have not reported any matter
under section 143(12) of the Act, and therefore, no details are required to be disclosed under section 134(3) (ca) of the
Act.

INTERNAL AUDITORS

The Company has adequate internal financial controls in place and the same is operating effectively having regard to
company''s size and operations.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Pursuant to Section 197 (12) of the Act, read with rule 5 (1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, every listed company is required to disclose information related to remuneration
paid during the year. The detailed information in this regard is annexed to this report as "Annexure I".

RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were on an arm''s length basis and in the ordinary
course of the business of the Company. All related party transactions are placed before the Audit Committee of the
Board of Directors for its approval. Prior omnibus approval of the Audit Committee of the Board of Directors is obtained
for the transactions, which are of foreseen and repetitive nature. A statement giving details of all related party
transactions, entered pursuant to the omnibus approval so granted, is being placed before the Audit Committee of the
Board of Directors for their review on a quarterly basis. During the year under reference, no Material Related Party
Transactions were entered. All other related party transactions entered into by the Company were in ordinary course of
business and were on an arm''s length basis.

The Board of Directors of company has adopted Related Party Transaction Policy and the same is available on the link:
www.paosindustries.in

Further all the necessary detail of transaction entered with the related parties as defined under section 188 of the
Companies Act, as defined under section 2(76) of the said Act are attached herewith in Form AOC-2 for your
information as "Annexure-III".

DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 134(3) (l) OF THE COMPANIES, ACT 2013

No material changes and commitments have taken place between the end of the financial year of the Company to
which balance sheet relates and date of report, which affects the financial position of the Company.

INVESTOR SERVICES

The Company is committed to provide the best services to the shareholder/investors. M/s MUFG Intime India Private
Limited, New Delhi is working as Registrars and Share Transfer Agents (RTA) of the Company for transfer,
dematerialization of shares and other investor related services. No correspondence/ enquiry from any
shareholder/investor is pending with the company for reply.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo as
required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules,
2014 is Annexed herewith as "Annexure - IV".

EXTRACT OF ANNUAL RETURN

The extract of Annual Return, in format MGT-9, for the financial year 2024-25 has been enclosed with this report as
"Annexure V".

As required under section 134 (3)(a) of the Act, the Annual Return is put up on the company''s website and can be
assessed at link www.paosindustries.in

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

There is no subsidiary/Joint Ventures/Associates of the company as on 31.03.2025.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

There is no change in composition of Key Managerial Personnel during the year under review. The detail of Directors
and Key Managerial Personnel at close of Financial Year 2025 is as per following:

Sr. No.	Name of Director/KMP	DIN/PAN	Designation
1.	Sh. Sanjeev Bansal	00057485	Managing Director
2.	Smt. Rama Bansal	08156375	Non-Executive Director
3.	Smt. Meenu Uppal	07144268	Non-Executive Independent Director

4.	Smt. Sharon Arora	09450764	Non-Executive Independent Director
5.	Sh. Daljeet Singh**	FTCPS0354H	Company Secretary
6.	Sh. Varinder Kumar****	AKUPK8018Q	Chief Financial Officer

*Smt. Ruchika Gulati has resigned from the post of Company Secretary and Compliance Officer w.e.f 19.04.2024.

** Sh. Daljeet Singh has appointed as Company Secretary and Compliance Officer of the Company w.e.f. 20.04.2024.
*** Sh. Rupinder Singh has resigned from the post of Chief Financial Officer w.e.f 14.11 2024.

***** Sh. Varinder Kumar has appointed as Chief Financial Officer w.e.f. 14.11.2024

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each independent director in accordance with section 149
(7) of the Companies Act 2013, that he/she meets the criteria of independence as laid out in sub section (6) of section
149 of the Companies Act, 2013.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

No material order has been passed by any regulator/court/tribunal during the year under review.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL
STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year,
such controls were tested and no reportable material weaknesses in the design or operation were observed.

RISK MANAGEMENT POLICY

The Board of Directors of your Company has adopted the Risks Management Policy. The policy establishes the process
for the management of risk faced by the Company. The aim of risk management is to maximize opportunities in all
activities and to minimize adversity. This policy applies to all activities and processes associated with the normal
operations of company.

The Policy is to assist the Board of Directors in fulfilling its responsibilities with regard to enterprise risk management.
Further, the Policy strives to assist the Board in framing, implementing and monitoring the risk management plan for
the Company and reviewing and guiding the risk policy. The Policy on Risks Management may be accessed at
www.paosindustries.in

EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEE AND INDIVIDUAL DIRECTORS WITH REFERENCE
TO SECTION 134 (3) (p) OF THE COMPANIES ACT, 2013 AND RULE 8(4) OF THE COMPANIES (ACCOUNTS) RULES 2014

Pursuant to the above said provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own
performance, directors individually as well as the evaluation of the Committees as per the Criteria laid down in the
Nomination Remuneration Evaluation policy. Further the Independent directors have also reviewed the performance of
the Non-Independent Directors and Board as a whole including reviewing the performance of the Chairperson of the
Company taken into account the views of the Executive Directors and Non-Executive Directors vide their separate
meeting.

AUDIT COMMITTEE

Pursuant to the provisions of 177 of the Companies, Act and Regulation 18 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has constituted Audit Committee with the objectives to monitor,
supervise and effective management of company''s finance, to ensure effective internal financial controls and risk
management systems with high level of transparency and accuracy.

The Chairman of Audit Committee is an Independent Director and all the members of the Audit Committee are non¬
executive directors. The composition of the Audit Committee consists of two Independent Directors viz. Smt. Meenu
Uppal (Chairperson) & Smt. Sharon Arora (Member) and one Non-Executive Director namely Smt. Rama Bansal. The
Audit Committee met Eight times during the year, the details of which are given in the Corporate Governance Report
which forms the part of this Annual Report.

DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION 134(3)
(e) AND SECTION 178(3)

Pursuant to the provisions of 178 of the Companies, Act and Regulation 19 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has adopted Nomination & Remuneration Policy for Directors, KMPs
and Senior Management Personnel. The said Policy is available at www.paosindustries.in

DISCLOSURE IN RELATION TO VIGIL MECHANISM

In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Policy is formulated to provide opportunity to employees and directors to
report to management concerns about unethical behaviour, actual or suspended fraud or violation of the Code of
conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and directors
who express their concerns and also provides for direct access to Chairman/Members of Audit Committee in
exceptional cases. The policy is applicable to all employees and directors of the Company.

The policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board may be accessed on the Company''s
website at the link www.paosindustries.in

SECRETARIAL AUDIT REPORT

Secretarial Audit Report in format MR-3 by M/s Rajeev Bhambri & Associates, Company Secretaries is annexed with the
Board Report. Secretarial Audit Report is annexed herewith as "Annexure VI". There is no adverse remark in it requiring
explanation(s) by the Board.

DIRECTORS RESPONSIBILTY 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) They 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 loss of the company for that period;

(c) They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance

with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting

fraud and other irregularities;

(d) They had prepared the annual accounts ongoing concern basis;

(e) They 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) They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANLYSIS REPORT

Management Discussion and Analysis Report as required under the Regulation 34 (2) (e) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is given in the Annexure-VIII forming part of this report.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 the report on
Corporate Governance together with Practicing Company Secretary''s Certificate on compliance with this regard and
Managing Director''s declaration in this regarding compliance of code of conduct by Board Members and Senior
Management Personnel is attached as Annexure-IX and forms part of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there were no significant and material orders passed by the regulators or courts or
tribunals, which may impact the going concern status of the Company and its operations in future.

GENERAL DISCLOSURE

Your Director state that no Disclosure or Reporting is required in respect of the following items as there is no
transaction on these items during the year under review.

1. Details relating to Deposits covered under Chapter V of the Act.

2. Issue of Equity Shares with Differential right, as to dividend, voting or otherwise.

3. Issue of shares with including sweat equity shares to employees of the Company under any scheme.

4. No significant or Material order were passed by the regulators or courts or tribunal which impacted the going
concern status and company''s operation in future, your director further state that during the year under review, there
were no case filed pursuant to Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act,
2013.

ACKNOWLEDGEMENTS

Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from sub¬
brokers, business associates, vendors, bankers, financial institutions, investors, stakeholders, registrar and share
transfer agent, other business affiliates and media.

The Board places on record its sincere appreciation towards stakeholders for their continued co-operation and support
to the company and look forward to the continuance of this supportive relationship in future.

Your Directors also places on record their deep sense of appreciation for the devoted services of the employees during
the period under review.

By Order of Board
For PAOS Industries Limited

Sd/-

(Sanjeev Bansal)
Managing Director
DIN- 00057485

Date: 30-08-2025 662/2, Premjit Road, Gurdev

Place: Ludhiana Nagar, Ludhiana-141001

---

Mar 31, 2024

The Directors have the pleasure in presenting the 34^th Annual Report of the Company together with the Audited Accounts (Standalone and Consolidated) for the financial year ended 31^stMarch, 2024.

FINANCIAL RESULTS

The financial figures for the year under review are given below:

PARTICULARS	CURRENT YEAR	(Rs. In Lakhs) PREVIOUS YEAR
Revenue from operations	2023-2024	2022-2023
Other income	--	--
Profit/(Loss) before Interest, Depreciation and Tax	(12.59)	(13.58)
Less : Interest & Bank charges	(17.00)	(15.46)
Profit/(Loss)	(29.59)	(29.04)
Depreciation	--	--
Profit/(Loss) before Tax	(29.59)	(29.04)
Provision for Current Tax	0.00	0.00
Provision for Deferred Tax	0.00	0.00
Profit/(Loss) after Tax	(29.59)	(29.04)
Transfer to General Reserve	(29.59)	(29.04)
Other Comprehensive Income for the period	--	--
Basic- Earning per equity share of Rs.10/-	(0.48)	(0.48)

The company has not carried on any business activity during the year under review.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

The financial statements have been prepared as per the Ind-AS whereby the preferential share capital has been classified into debt liability and to find out the present value the nominal value of these preference shares has been discounted @10% being rate of dividend payable on these shares. The dividend/interest accrued there-upon for the relevant financial year has been included and booked as "finance cost" however since the last threeyears, the amortization of Deferred Revenue through the Statement of Profit & Loss Account has been discontinued in order to stop booking notional "Other Income". The loss for the FY 2024 stands at Rs.29.59 Lakhs as compared to Rs. 29.04 lakhs during FY 2023.

The company had made investment in the Joint Venture namely PAOS Productions, which become negative since FY 2021. The Company was one of the Partners in PAOS PRODUCTIONS till 30-09-2023. However, the Company has withdrawn its partnership from the said Joint Venture with effect 01-10-2023. Consequently, consolidation of accounts of the Company with the accounts of PAOS Productions for the year ending March 31, 2024 is not required and therefore the consolidated statements as at 31-03-2024 have not been prepared by the Company.

INFORMATION ON STATE OF COMPANY''S AFFAIR

The company has not carried any commercial activity during the year under review. It has no labour force but employed only administrative personnel.

DIVIDEND

Your Directors express their inability to recommend any dividend for the year.

DEPOSITS

During the year under review, the Company has not accepted or renewed any deposits falling within the purview of the Companies Act, 2013 and the rules made there-under however the company has received and accepted money/loan only from its Managing Director namely Sh. Sanjeev Bansal which does not fall within the definition ofdepositsin terms of Rule 2(1)(c) of the Companies (Acceptance of Deposits), Rule, 2014, as amended. The amount of said money/loan stands at Rs. 1438.73 Lakhs as on 31.03.2024. These borrowings from director are interest free and presently the exact date of their repayment is not certain because the company is not carrying on any commercial or business activity and does not have any operating assets as on date to repay it, hence its classification as per Ind-AS is not presently feasible.

However, these loans are financial liability and have been presented and disclosed under Non-Current Borrowings considering them to be not being paid within One year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since no Dividend declared and paid during last year, the provisions of Section 125 of the Companies Act, 2013 does not apply.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

The profit/loss of the current year has been transferred to the Reserves& Surplus.

CHANGES IN EQUITY SHARE CAPITAL

There is no change in the Equity Share Capital of the company during the year under review.

CHANGES IN DIRECTORS& KEY MANAGERIAL PERSONNEL

During the year under review, there is no change in Directors of the company.

Sh. Sanjeev Bansal is liable to retire by rotation and being eligible offer herself for re-appointment.

During the year under review, there is no change in the Key Managerial Personnel.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 185

During the Financial Year 2023-2024, the Company has not given any loan or Guarantee or provided security in connection with a loan to any other body corporate and person and also the company has not made any investment in any other body corporate.

INDIAN ACCOUNTING STANDARDS (Ind AS)

As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards ("Ind AS") and the Standalone and Consolidated Financial Results for the year 2023-2024 have been prepared in accordance with Ind-AS prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued there under and the other recognized accounting practices and policies to the extent applicable.

STATUTORY AUDITOR

The members had appointed M/s Rakshit Khosla& Associates, Chartered Accountants (FRN:017151N), Ludhiana as Statutory Auditors of the Company to hold office from the conclusion of 30^th Annual General Meeting until the conclusion of 35^th Annual General Meeting of company, subject to ratification of the appointment by the members at every AGM in accordance with the provisions of the Companies Act, 2013 and the Rules made there-under. The appointment of M/s Rakshit Khosla & Associates, Chartered Accountants (FRN:017151N), Ludhiana as Statutory Auditors shall be for the Statutory Audit of FY 2020-2021 to FY 2024-2025 (both inclusive)

STATUTORY AUDIT REPORT

The Auditor''s Reports on the Standalone Financial Statements for the financial year 2023-24 do not contain any qualification, reservation or adverse remark. The Auditor''s Reportsareannexed to the financial statements.

COST AUDIT

As the company is not into operation and does not carry on any manufacturing activities hence the provisions regarding applicability of Cost Audit are not applicable to the company.

SECRETARIAL AUDITORS

As required under section 204 of the Companies Act, 2013 and Rules there-under, the Board has appointed M/s Rajeev Bhambri & Associates, Practicing Company Secretaries as the Secretarial Auditor and the said firm had conducted the secretarial audit for the financial year 2023-2024. The Secretarial Auditors'' Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark. The Auditor''s Report is enclosed with this report.

DETAILS REGARDING FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)

During the year under review, the auditors i.e. statutory auditors and secretarial auditors have not reported any matter under section 143(12) of the Act, and therefore, no details are required to be disclosed under section 134(3)(ca) of the Act.

INTERNAL AUDITORS

The Company has adequate internal financial controls in place and the same is operating effectively having regard to company''s size and operations.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Pursuant to Section 197(12) of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to disclose information related to remuneration paid during the year. The detailed information in this regard is annexed to this report as "Annexure I".

RELATED PARTY TRANSACTIONS

The company has not entered into any specificcontract, arrangement and transaction(s) with any of related parties during the year under review. However, during the year under review, the company had paid remuneration to the Company Secretary and Chief Financial Officer (KMPs) and had obtained loan from Managing Director, the detail of these transactions is stated in the Notes to accounts to Financial Statements. However, The company had made investment in the Joint Venture namely PAOS Productions, which become negative since FY 2021. The Company was one of the Partners in PAOS PRODUCTIONS till 30-09-2023. However, the Company has withdrawn its partnership from the said Joint Venture with effect 01-10-2023. Consequently, consolidation of accounts of the Company with the accounts of PAOS Productions for the year ending March 31, 2024 is not required and therefore the consolidated statements as at 31-03-2024 have not been prepared by the Company. Moreover, the carrying amount of Company''s investment in the joint venture namely M/s PAOS Productions had become negative since more than two years on account of which the Standalone as well as the consolidated financial statements are same since then because according to provisions of Ind AS 28 when the Group''s share of Losses in an equity-accounted investment.

The Board of Directors of company has adopted Related Party Transaction Policy and the same is available on the link: www.paosindustries.in

Further all the necessary detail of transaction entered with the related parties as defined under section 188 of the Companies Act, as defined under section 2(76) of the said Act are attached herewith in Form-AOC-2 for your information as "Annexure-II".

DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 134(3) (l) OF THE COMPANIES, ACT 2013

No material changes and commitments have taken place between the end of the financial year of the Company to which balance sheet relates and date of report, which affects the financial position of the Company.

INVESTOR SERVICES

The Company is committed to provide the best services to the shareholder/investors. M/s Link Intime India Private Limited, New Delhi is working as Registrars and Share Transfer Agents (RTA) of the Company for transfer, dematerialization of shares and other investor related services. No correspondence/ enquiry from any shareholder/investor is pending with the company for reply.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The company is not engaged in the manufacturing activities or any other commercial activity as such your Directors express their inability to comment upon the conservation of energy, technology absorption measures and there is no the foreign exchange earnings and outgo during the year under review.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return, in format MGT-9, for the financial year 2023-24 has been enclosed with this report as "Annexure III".

As required under section 134 (3)(a) of the Act, the Annual Return is put up on the company''s website and can be assessed at link www.paosindustries.in

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The company had made investment in the Joint Venture namely PAOS Productions, which become negative since FY 2021. The Company was one of the Partners in PAOS PRODUCTIONS till 30-09-2023. However, the Company has withdrawn its partnership from the said Joint Venture with effect 01-10-2023. Consequently, consolidation of accounts of the Company with the accounts of PAOS Productions for the year ending March 31, 2024 is not required and therefore the consolidated statements as at 31-03-2024 have not been prepared by the Company.

There is no subsidiary/Joint Ventures/Associates of the company as on 31.03.2024.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

There is no change in composition of Key Managerial Personnel during the year under review. The detail of Directors and Key Managerial Personnel at close of Financial Year 2024 is as per following:

Sr.No.	Name of Director/KMP	DIN/PAN	Designation
1.	Sh. Sanjeev Bansal	00057485	Managing Director
2.	Smt. Rama Bansal	08156375	Non-Executive Director
3.	Smt. MeenuUppal	07144268	Non-Executive Independent Director
4.	Sh. Jatin Duggal	09625747	Non-Executive Independent Director
5.	Smt. RuchikaGulati*	ASIPA8598F	Company Secretary
6.	Sh. Rupinder Singh	ECDPS5143H	Chief Financial Officer

*Smt. Ruchika Gulati has resigned from the post of Company Secretary and Compliance Officer w.e.f19.04.2024.

** Sh. Daljeet Singh has appointed as Company Secretary and Compliance Officer of the Company w.e.f. 20.04.2024.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each independent director in accordance with section 149 (7) of the Companies Act 2013, that he/she meets the criteria of independence as laid out in sub section (6) of section 149 of the Companies Act, 2013.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

No material order has been passed by any regulator/court/tribunal during the year under review.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

NUMBER OF MEETINGS

During the financial year 2023-2024 the Board of Directors met 4 (Four) times. Further, the brief detail of Meetings of Board of Directors and its Committee Meetings is given in corporate governance report which forms the part of Annual Report.

RISK MANAGEMENT POLICY

The Board of Directors of your Company has adopted the Risks Management Policy. The policy establishes the process for the management of risk faced by the Company. The aim of risk management is to maximize opportunities in all activities and to minimize adversity. This policy applies to all activities and processes associated with the normal operations of company.

The Policy is to assist the Board of Directors in fulfilling its responsibilities with regard to enterprise risk management. Further, the Policy strives to assist the Board in framing, implementing and monitoring the risk management plan for the Company and reviewing and guiding the risk policy. The Policy on Risks Management may be accessed at www.paosindustries.in

EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEE AND INDIVIDUAL DIRECTORS WITH REFERENCE TO SECTION 134 (3) (p) OF THE COMPANIES ACT, 2013 AND RULE 8(4) OF THE COMPANIES (ACCOUNTS) RULES 2014

Pursuant to the above said provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance, directors individually as well as the evaluation of the Committees as per the Criteria laid down in the Nomination Remuneration Evaluation policy. Further the Independent directors have also reviewed the performance of the Non-Independent Directors and Board as a whole including reviewing the performance of the Chairperson of the

Company taken into account the views of the Executive Directors and Non-Executive Directors vide their separate meeting.

AUDIT COMMITTEE

Pursuant to the provisions of 177 of the Companies, Act and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted Audit Committee with the objectives to monitor, supervise and effective management of company''s finance, to ensure effective internal financial controls and risk management systems with high level of transparency and accuracy.

The Chairman of Audit Committee is an Independent Director and all the members of the Audit Committee are nonexecutive directors. The composition of the Audit Committee consists of two Independent Directors viz. Smt. Meenu Uppal (Chairperson) & Sh. Jatin Duugal (Member) and one Non-Executive Director namely Smt. Rama Bansal. The Audit Committee met Four times during the year, the details of which are given in the Corporate Governance Report which forms the part of this Annual Report.

DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION 134(3) (e) AND SECTION 178(3)

Pursuant to the provisions of 178 of the Companies, Act and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted Nomination & Remuneration Policy for Directors, KMPs and Senior Management Personnel. The said Policy is available at www.paosindustries.in

DISCLOSURE IN RELATION TO VIGIL MECHANISM

In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Policy is formulated to provide opportunity to employees and directors to report to management concerns about unethical behavior, actual or suspended fraud or violation of the Code of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and directors who express their concerns and also provides for direct access to Chairman/Members of Audit Committee in exceptional cases. The policy is applicable to all employees and directors of the Company.

The policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board may be accessed on the Company''s website at the link www.paosindustries.in

SECRETARIAL AUDIT REPORT

Secretarial Audit Report in format MR-3 by M/s Rajeev Bhambri & Associates, Company Secretaries is annexed with the Board Report. Secretarial Audit Report is annexed herewith as "Annexure IV". There is no adverse remark in it requiring explanation(s) by the Board.However, Secretarial Auditor stated that company has complied with the provisions except that UPSI disseminated was captured with delay in the software for Structured Digital Database as required in Regulations 3(5) and 3(6) of Securities and Exchange Board of lndia (Prohibition of lnsider Trading) Regulations, 2015 (PIT Regulations).

DIRECTORS RESPONSIBILTY 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) They 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 loss of the company for that period;

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

(d) They had prepared the annual accounts ongoing concern basis;

(e) They 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) They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such

MANAGEMENT DISCUSSION AND ANLYSIS REPORT

Management Discussion and Analysis Report as required under the Regulation 34 (2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015is given in the Annexure-VI forming part of this report.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 the report on Corporate Governance together with Practicing Company Secretary''s Certificate on compliance with this regard and Managing Director''s declaration in this regarding compliance of code of conduct by Board Members and Senior Management Personnel is attached as Annexure-VII and forms part of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there were no significant and material orders passed by the regulatorsor courts or tribunals, which may impact the going concern status of the Company and its operationsin future.

GENERAL DISCLOSURE

Your Director state that no Disclosure or Reporting is required in respect of the following items as there is no transaction on these items during the year under review.

1. Details relating to Deposits covered under Chapter V of the Act.

2. Issue of Equity Shares with Differential right, as to dividend, voting or otherwise.

3. Issue of shares with including sweat equity shares to employees of the Company under any scheme.

4. No significant or Material order were passed by the regulators or courts or tribunal which impacted thegoing concern status and company''s operation in future, your director further state that during theyear under review, there were no case filed pursuant to Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS

Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from subbrokers, business associates, vendors, bankers, financial institutions, investors, stakeholders, registrar and share transfer agent, other business affiliates and media.

The Board places on record its sincere appreciation towards stakeholders for their continued co-operation and support to the company and look forward to the continuance of this supportive relationship in future.

Your Directors also places on record their deep sense of appreciation for the devoted services of the employees during the period under review.

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Mar 31, 2010

The Directors have pleasure in presenting the 20th Annual Report for the financial year ended 31st March, 2010.

FINANCIAL RESULTS (Rs In Lacs) 2009-2010 2008-2009

Sales & other Income 9912.79 13130.72

Profit/(Loss) before Interest, Depreciation (894.20) (255.78) & Tax (PBIDT)

Less : Interest & Financial Charges 273.08 231.03

Cash Profit(Loss) (1167.28) (486.81)

Depreciation 78.64 70.12

Profit/(Loss) before Tax (PBT) (1245.92) (556.93)

Provision for Fringe Benefit Tax 0.00 1.16

Provision for Current Tax 0.00 0.00

Provisions for Deferred Tax Liability (+)/Assets(-) 246.45 -137.95

Provision for Income Tax (Earlier Years) 0.00 -0.88

Profit/(Loss) after Tax (PAT) (1492.37) (419.26)

PERFORMANCE AND REVIEW

As the un-stability of global market has badly hit the oil industry across the nation and your company is also one of the victims of said un-stabi!ity. Due to adverse local market conditions and volatility in global market, the year under review was of poor performance for the Company as the turnover of company declined to Rs.99.12 Crores as compared to Rs 131 30 Crores in the last year and the losses mount up to Rs 14.92 crores during the year as compared to Rs.4 .19 crores during the last year.

FUTURE PROSPECTS

Your Directors are exploring avenues to over come the present situation and are instrumental in arranging some sort of amalgamation, joint venture or collaboration to bring the company on track. One of the biggest problems for the oil refinery unit like us is lesser ability to compete with the units operating at the port areas where due to no or lesser transportation cost, the total cost of refining is the lower and these units enjoy an edge in refining at low gost and selling the material at more competitive rates. However, after some arrangement and with the operational of plant at full capacity, your company would certainly be able to get rid of this situation.

The company had recently added the capacities of refining and now it is having total capacities Of 750 MT per day, but it is short of funds and working capital. Once these capacities will be fully utilized the economies of scale will happen which will put the company at par with other competing units Besides, if your company is able to bring the material through Railway in one go then it wouldbe having an edge over the port based units.

DIVIDEND

Keeping in view the present constraints, Your Directors express their inability to recommend any dividend for the year under review.

PUBLIC DEPOSITS

During the year under review, the Company has accepted the deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made .there-under and complied with the provisions of section 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public.

DIRECTORS

Sh Jatinder Singh and Sh Varinder Kumar, Director (Works) are retiring by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors would like to assure the Members that the financial statements for the year under review, confirm in their entirety to the requirements of the Companies Act, 1956. Hence pursuant to the requirement under Section 217{2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, it is hereby confirmee:

a. That in the preparation of accounts for the financial year ended 31st March,2010, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. That 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 at the end of the financial year and of the loss for that period.

c. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. That the Directors have prepared the annual accounts for the financial year ended on 31st March, 2010 on a going concern basis.

LISTING OF SECURITIES

The Equity Shares of the Company are listed at the following Stock Exchanges.

1. The Delhi Stock Exchange Limited, New Delhi

2. The Bombay Stock Exchange Limited, Mumbai

3. The Ludhiana Stock Exchange Limited, Ludhiana

The Company has paid the listing fees to above Stock Exchange(s) for the financial year 2010-11.

DEPOSITORY SYSTEM

Your Company had connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and/or Central Depository Services Limited (CDSL) to facilitate the holding and trading of securities in electronic form. As on 31s1 March, 2010, 85.07% of the equity share capital of the company has been demateriaiized. The Company had already paid the Annual Custodian Fees to the NSDL and CDSL. Further as per SEBI circular NO. D & CC/FITTC/CIR- 15/ 2002 dated 27.12.2002, the Company had its Registrar namely M/s Link Intime India Private Limited formerly known as Intime Spectrum Registry Limited, A-40, 2nd Floor, Naraiana Industrial Area, Phase-ll, New Batra Banquet Hall, New Delhi-110 028 for Share Transfer and Electronic Connectivity. Accordingly, all the Shareholders, Investors, Member of the Stock Exchanges, Depository Participants and all other concerned are requested to send all communications in respect of Share Transfer, Demat/ Remat etc. to our said Registrar. In case, any query/complaint remains unresolved with our Registrar, please write to the Company Secretary of the Company at the Registered Office/Corporate Office & Works of the Company.

ADEQUACY OF INTERNAL CONTROL

The Company has a proper and adequate system of internal control, to ensure that all assets are safeguarded, properly utilized and protected against loss from un-authorized use or disposition and that transactions are authorized & recorded by the Accounts Department properly and reported to the Audit Committee/Board correctly.

AUDIT COMMITTEE

The constituent members of the Audit Committee are Sh. R. C. Singal, Sh. Jatinder Singh and Sh. Sahil Bansal. On the resignation of Sh. Neeraj Uppal from the services of company, CA Sh. Sumit Goel Manager (Accounts) has been charged by the Board for complying with Section 209 to 212 of the Companies Act, 1956 in relation to preparation and finalization of Accounts of the Company. Sh. R.G. Singal is the Chairman of the said Committee. During the year under review the Committee had its five meetings.

SHARE TRANSFER CUM INVESTOR GRIEVANCE RE-DRESSAL COMMITTEE

The Committee looks into transfer, transmission, split, duplicate, re-mat and consolidation of shares and also monitor the re-dressa! of shareholders complaints. However, all-the matters pertaining to the share transfer and related activities are handled by our Registrar and Share Transfer Agent M/s Link Intime India Private Limited formerly known as Intime Spectrum Registry Limited, New Delhi. The share transfer requests are processed by them and a transfer register is sent to the company for approval once in fortnight.

REMUNERATION COMMITTEE

The present Committee comprises of Sh R.C. Singal as its Chairman and Dr. S.K.Suri and Sh. Jatinder Singh as Members. The Broad terms of reference of the remuneration committee are to approve/recommend to the Board the remuneration including perquisites, allowances to be paid to companys whole time directors. The committee consists of only non-executive independent directors.

AUDITORS

M/s P.C Goyal & Co., Chartered Accountants, are liable to retire as statutory auditors of the Company at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment and they have furnished a certificate as required under Section 224(1-B) of the Companies Act, 1956.

AUDITORS REPORT

The Auditors Report on the Accounts of the Company is self-explanatory and do not require any comments.

COST AUDITORS

The Cost Accounts for the Financial Year 2009-2010 have been audited by M/s Pawan & Associates, Cost Accountants, EE 255, Panj Peer, Bagh Karam Baksh, Jalandhar City (Pb). The Cost Audit Report will be submitted to the Central Govt, within the stipulated time.

Further, the Board, subject to the approval of the Central Government, has re-appointed M/s J. Verma & Associates, Cost Accountants, 2nd Floor, Bajaj Building, Up-stairs Dr Bowry Clinic, Bazar Panj Peer, Near Bhagat Singh Chowk, Jalandhar City (Pb) as the Cost Auditor for auditing of the costing accounts of the company for the Financial Year 2010-11 on receiving of requisite certificate under section 224 (1-B) of the Companies Act, 1956.

CORPORATE GOVERNANCE.

Pursuant to clause 49 of the listing agreement, a Report on Corporate Governance and a Management Discussion and Analysis Report are included in the Annual Report along-with CEO & CFO Certificates. A certificate from the auditors of the company is annexed to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The detailed information as required under Section 217(1)(e) of the Companies Act,1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is appended hereto and form part of this Report.

HUMAN RESOURCES

The Company is always following the policy of creating a healthy environment and work culture resulting into harmonious inter-personnel relations. Industrial Relations and work atmosphere remained very cordial throughout the year

PARTICULARS OF EMPLOYEES

Particulars of employees in accordance with provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended, are not given as none of employees qualify for such disclosure.

ACKNOWLEDGEMENTS

The Board of Directors of the Company wish to place on record their sincere thanks and appreciation to the team of Executives, Staff Members and Workers at all levels for their cooperation and contribution to the . operations of the company. Your directors also acknowledge with gratitude the co-operation, and support received from the Bankers, Central and State Government Authorities, Business Constituents and also place on record their sincere thank to the shareholders of the Company for their continued support, cooperation and confidence in the Management of the Company.

FOR AND ON BEHALF OF THE BOARD Sd/- Sd/-

PLACE : LUDHMNA SANJEEV BANSAL SAHIL BANSAL

DATE: 12.08.2010 MANAGING DIRECTOR DIRECTOR (FINANCE)