Padam Cotton Yarns Ltd Directors Report

Dear Members,

Your directors take pleasure in presenting the 31^st Annual Report on business and operations along with Audited Financial Statements and the Auditors report of your Company for the financial year ended 31^st March, 2025.

1. Financial Results

Financial Performance of the company for the year ended 31^st March 2025 is summarized as below: (Rs. in Lakh except EPS)

Particulars	March 31, 2025	March 31, 2024
Income from Operations	1421.87	0.46
Other Income	1099.30	15.61
Total Income	2521.17	16.07
Less: Total Expenses	(1215.35)	(193.33)
Profit Before Depreciation, Exceptional Item and Tax	1309.54	(176.78)
Less: Depreciation	(1.86)	0.24
Profit Before Extra - ordinary Items and Tax	1307.68	(177.02)
Extra Ordinary Items	0.00	376.78
Profit Before Tax	1307.68	199.76
Tax Expense
-Current Tax	236.03	35.49
-Deferred Tax	11.70	(0.98)
Profit After Tax	1026.06	199.14
EPS (Basic) (In Rs.)	21.51	-4.58
EPS (Diluted) (In Rs.)	21.51	-4.58

2. Overview of Companys Financial Performance:

During the year under review, your Company recorded a total net sales of Rs. 1421.87 lakhs and reported a Net Profit after Tax (PAT) of Rs. 1026.06 Lakhs. The Board of Directors remains optimistic about the Companys performance and growth prospects in the coming years.

3. Share Capital:

During the year under review, the authorized share capital of the Company was increased from Rs. 7,00,00,000/- (Rupees Seven Crore only) divided into 70,00,000 (Seventy Lakh) equity shares of Rs. 10/- each, to Rs. 10,00,00,000/- (Rupees Ten Crore only) divided into 1,00,00,000 (One Crore Lakh) equity shares of Rs. 10/- each, by creation of an additional 30,00,000 (Thirty Lakh) equity shares of Rs. 10/- each, in the Extra-Ordinary General Meeting held on October 23, 2024.

Thereafter, the Company has further increased the Authorized share capital from Rs. 10,00,00,000/- to Rs. 13,00,00,000/- divided into 1,30,00,000 (One Crore Thirty Lakh) equity shares of Rs. 10/- each, by creation of an additional 30,00,000 (Thirty Lakh) equity shares of Rs. 10/- each, in the Extra-Ordinary General Meeting held on January 24, 2025.

Bonus Issue:

During the year under review,

the Company has issued of 38,73,000 Equity Shares of Rs.10/- (Rupee Ten only) each as Bonus Shares in the ratio of 1:1 i.e 1 (One) Bonus Equity Shares for every 1 (One) existing Equity Shares to the shareholders holding equity shares on the Record date i.e. 8^th January, 2025. The said shares are now listed on the Stock Exchange i.e., BSE limited, effective from 10^th January, 2025 being the T+2 day in compliance with the SEBI Circular No. CIR/CFD/PoD/2024/122 dated September 16, 2024;

Thereafter, the Company has issued of 51,64,000 Equity Shares of Rs.10/- (Rupee Ten only) each as Bonus Shares in the ratio of 2:3 i.e Two (02) Bonus Equity Shares for every Three (03) existing Equity to the shareholders holding equity shares on the Record date i.e. 18^th March, 2025. The said shares are now listed on the Stock

Exchange i.e., BSE Limited, effective from 20^th March, 2025 being the T+2 day in compliance with the SEBI Circular No. CIR/CFD/PoD/2024/122 dated September 16, 2024.

Hence, The Paid up, subscribed and issued share capital of the Company stands increased to Rs. 12,91,00,000/- divided into 1,29,10,000 equity shares having face value of Rs. 10/- each as on the March 31, 2025.

Sub- Division of shares:

After the end of the FY 2024-25, the Company has approved subdivision of face value of Equity shares from Rs. 10/- each into smaller denomination of Rs. 01/- each and accordingly equity share of Face Value of 10/- each stand sub-divided into One (01) equity shares of face value of Rs. 1/- (Rupee One Only) w.e.f. 27^th June, 2025.

4. Dividend:

The Board of Directors are pleased to recommend for your consideration a final dividend of Rs. 1.00/- per Equity Share of Rs. 10/- each i.e. 10% on the paid-up value for the financial year 2024-25.

The Final Dividend, if approved by the Members at the Annual General Meeting scheduled on 30^th September, 2025, will be paid to those Members whose names appear in the Register of Members as on the Book Closure/Record Date fixed by the Company for the purpose of the 31^st AGM and payment of Final Dividend.

Further, during the year under review, the Board of Directors in its Meeting held on 13^th November, 2024, declared and paid Interim Dividend at the rate of Rs. 1.00/- (10%) per equity share of Rs. 10/- each to those Members whose names appeared in the Register of Members of the Company on the record date i.e. 27^th November 2024.

5. Dividend Distribution Policy:

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016, the requirement to formulate and disclose a Dividend Distribution Policy is applicable only to the top 1,000 listed companies based on market capitalization. As the Company does not fall within the said threshold, the provisions of Regulation 43A are not applicable to it.

6. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

Since there were no unpaid or unclaimed dividends during the year under review that were required to be transferred to the Investor Education and Protection Fund, the provisions of Section 125 of the Companies Act, 2013 are not applicable to the Company.

7. Change Of Registered Office:

During the year under review, there was no change in the registered office address of the Company.

8. Change in the nature of business, if any:

During the year under review, there is no change in the nature of business of the Company.

9. Amounts Transferred to Reserves:

In accordance with the provisions of Section 134(3)(j) of the Companies Act, 2013 (“the Act”), the Board of Directors of the Company has not proposed to transfer any amount to the General Reserves of the Company for the financial year 2024-25.

10. Public Deposit:

During the year under review, the Company has not accepted or renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, the disclosure relating to non-compliance with the requirements of Chapter V of the Act is not applicable to the Company.

11. Particulars of loan, Guarantees or Investment made under Section 186:

The Company has not given Guarantees or made investment during the Year. However, the Company has given Loans to Other parties which is provided in the note no. 11 to the audited financial statements annexed with the Annual Report.

12. Annual Return:

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as at 31st March, 2025 is available on the website of the Company at https://www.padamcotton.com/annual-return.php

13. Directors & Key Management Personnel:

Board of Directors

As on March 31, 2025, the Board of your Company comprised Five members, consisting of one Non-Executive Director and Four Independent Directors, including one Woman Director.

The details relating to the composition of the Board and its Committees, the tenure of Directors, and other relevant information are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

In compliance with the requirements of the SEBI Listing Regulations, the Board has identified the core skills, expertise, and competencies of its directors in the context of the Companys business for effective governance and strategic guidance. These details are elaborated in the Corporate Governance Report.

Appointment / Resignation/ Cessation of Directors / Key Managerial Personnel (KMPs) Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 (“the Act”) read with the rules made thereunder and the Articles of Association of the Company, Mr. Mahendra Singh (DIN: 7684132) is liable to retire by rotation at the ensuing Annual General Meeting (“AGM”) and, being eligible, has offered himself for re-appointment.

Appointment, Resignation and Cessation of Directors: During the Year under review,

Mrs. Rekha Gupta (DIN: 08194155) was appointed as an Additional Director in the category of Non-Executive Director w.e.f. 30^th May, 2025. The appointment was duly approved and regularized by the Members of the Company in the 30^th Annual General Meeting (“AGM”) held on July 10, 2025; Mrs. Pernika Mittal (DIN: 08194164) was appointed as an Additional Director in the category of executive w.e.f. May 30, 2024. The appointment was duly approved and regularized by the Members of the Company in the 30^th Annual General Meeting (“AGM”) held on July 10, 2025; Mr. Sanjay Kumar Bansal (DIN: 10600836), was appointed as an Additional Director (Non-Executive Independent Director) of the Company w.e.f. June 6, 2024. The appointment was duly approved and regularized by the Members of the Company in the 30^th Annual General Meeting (“AGM”) held on July 10, 2025, Mr. Satwant Singh (DIN: 00530516), who has completed his second term of five (5) years in the 30^th AGM has ceased to be Independent Director of the Company; Ms. Nikita Karia (DIN: 10835706) was appointed as an Additional Director in the category of Non-Executive-Independent Director of the Company w.e.f. November 13, 2024. The appointment was duly approved and regularized by the Members of the Company in the Extra-Ordinary General Meeting (“EGM”) held on December 25, 2024; Mr. Sachin Gupta (DIN: 01111152) Non-Executive Independent Director of the Company, had tendered his resignation vide his letter dated November 13, 2024 due to pursuing other professional opportunities. The Board has also received confirmation from Mr. Gupta that there are no material reasons for his resignation other than those mentioned in his resignation letter dated November 13, 2024; Mr. Mahendra Singh (DIN: 07684132) was appointed as an Additional Director in the category of Non-Executive Non-Independent Director of the Company with effect from November 27, 2024. The appointment was duly approved and regularized by the Members of the Company in the Extra-Ordinary General Meeting (“EGM”) held on December 25, 2024; Mr. Ashutosh Alaru (DIN: 07618648) as an Additional Director in the category of Non-Executive Independent Director of the Company w.e.f January 9, 2025. The appointment was duly approved and regularized by the Members of the Company in the Extra-Ordinary General Meeting (“EGM”) held on February 24, 2025;

Mr. Anand Manoharlal Kothari (DIN: 10900584) as an Additional Director in the category of Non-Executive-Independent Director of the Company w.e.f. January 9, 2025. The appointment was duly approved and regularized by the Members of the Company in the Extra-Ordinary General Meeting (“EGM”) held on February 24, 2025; Mr. Naresh Chand Goyal (DIN: 07608268), has tendered his resignation as Non-Executive Independent Director vide his letter dated January 09, 2025 due to health issues. The Board has also received confirmation from Mr. Goyal that there are no material reasons for his resignation other than those mentioned in his resignation letter; Mr. Sanjay Kumar Bansal (DIN: 10600836), has tendered his resignation as Non-Executive Independent Director vide his letter dated January 15, 2025 due to engaged in other assignments. The Board has also received confirmation from Mr. Bansal that there are no material reasons for his resignation other than those mentioned in his resignation letter; Mr. Rajev Gupta (DIN: 00172828), has resigned from the position of Director of the Company w.e.f. 26^th March, 2025; Mrs. Pernika Mittal (DIN: 08194164) has resigned from the position of Managing Director of the Company w.e.f. March 26, 2025;

After the close of the financial year,

Mr. Dinesh Shreevastav (DIN: 11030609) was appointed as an Additional Director under the category of Whole-Time Director w.e.f. 01-04-2025. The appointment was duly approved and regularized by the Members of the Company by way of Postal Ballot on June 05, 2024. Mrs. Kinjal Shah (DIN: 11031676) was appointed as an Additional Director in the category of Non-Executive-Independent Director of the Company with effect from April 11, 2025. The appointment was duly approved and regularized by the Members of the Company by way of Postal Ballot on June 05, 2024. Ms. Nikita Karia (DIN: 10835706) Non-Executive Independent Director of the Company, has tendered her resignation vide letter dated April 11, 2025 due to pursuing other professional engagements. The Board has received confirmation from Ms. Nikita Karia that there are no material reasons for her resignation other than those mentioned in his resignation letter dated April 11, 2025,

Key Managerial Personnel (KMPs)

1. Mr. Rahul Kumar was appointed a Chief Financial Office w.e.f. June 06, 2024;

2. Mr. Pernika Mittal was appointed as Managing Director of the Company w.e.f. May 30, 2024;

3. Ms. Neeraj Chugh has served a Company Secretary and Compliance Officer of the Company.

Subsequently, Mr. Rahul Kumar resigned from the said position of Chief Financial Officer w.e.f. March 07, 2025 and the Board has appointed Mr. Dinesh Shreevastav as Chief Financial Officer of the Company w.e.f. April 11, 2025.

Further, Mr. Pernika Mittal has tendered her resignation from the office of Managing Director w.e.f. March 26, 2025. Ms. Neeraj Chugh has also resigned from the office of Company Secretary and Compliance Officer of the Company w.e.f. June 20, 2025.

As on the date of this Report, Mr. Dinesh Shreevastav serving as Whole-Time Director and Chief Financial Officer and designated as the Key Managerial Personnel of the Company.

Declarations by Independent Directors

Your Company has received necessary declarations from all its Independent Directors confirming that:

They meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations; and There has been no change in circumstances affecting their independence during the year. Additionally, Independent Directors have also confirmed compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with their names duly registered in the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA).

14. Committees of Board:

As required under the Companies Act, 2013 (“the Act”) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Company has constituted various statutory committees of the Board. As on March 31, 2025, the following Committees were in place:

Audit Committee

Nomination and Remuneration Committee Stakeholders Relationship Committee

Details of all the committees such as terms of reference, composition, and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

15. Number of meetings of the Board

The Board met 17 (seventeen) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

16. Independent Directors Meeting

The Independent Directors met on March 19, 2025, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

17. Board Evaluation

The Board has adopted a formal mechanism for evaluating its own performance, as well as that of its Committees and individual Directors, including the Chairman. The evaluation was carried out through a structured process covering various aspects of the Boards functioning such as composition of the Board and its Committees, diversity of experience and competencies, performance of specific duties and obligations, contribution at meetings and otherwise, independent judgment, and governance practices.

A separate meeting of Independent Directors was held, where the performance of the Board as a whole and that of the Chairman was reviewed, taking into account the views of Executive and Non-Executive Directors. Thereafter, at the subsequent Board meeting, the performance of the Board, its Committees, and individual Directors was discussed. The performance evaluation of Independent Directors was carried out by the entire Board, excluding the Director being evaluated.

18. Declaration regarding compliance by members of board of directors and senior management personnel with the code of conduct of board of directors and senior management:

The Board of Directors of the Company has adopted code of conduct; followed by all Members of the Board of Directors and all Senior Management Personnel of the Company in compliance with the Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This code is available on the Companys website: https://www.padamcotton.com/policies/code-of-conduct-for-directors-and-senior-management.pdf

This is to confirm that the Company has received a declaration of compliance with the Code of Conduct as applicable to them from each Member of the Board of Directors and Senior Management Personnel. A declaration to that effect is attached to the Corporate Governance report.

19. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

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

20. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

21. Auditors

Statutory Auditors

M/s. Viney Goel & Associates, Chartered Accountants (ICAI Registration Number 012188N), were appointed as Statutory Auditors of the Company to hold office until the conclusion of the 35^th Annual General Meeting (AGM) to be held in the year 2029.

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark. Further, no fraud has been reported by the Auditors in their report for the financial year ended 31st March, 2025.

During the year the Statutory Auditors have confirmed that they satisfy the independence criteria required the Companies Act, 2013, code of ethics issued by Institute of Chartered Accountants India.

Further, due to the pre-occupation of other assignments M/s. Viney Goel & Associates, Chartered Accountants tendered their resignation vide their letters dated June 02, 2025.

The Board of Directors, on the recommendation of the Audit Committee, at their meeting held 30^th June, 2025 appointed M/s. SVJK & Associates, Chartered Accountants (FRN: 135182W) as Statutory Auditors of the Company to fill the casual vacancy caused by resignation of the statutory auditor, Viney Goel & Associates, Chartered Accountants (ICAI Registration Number 012188N). The same has been approved by the shareholders by way of Postal Ballot on August 08, 2025 till the conclusion of the 31^st Annual General Meeting. The Board has recommended the same for the approval of shareholders at this 31^st Annual General Meeting. The said appointment is pursuant to applicable provisions of the Companies Act 2013 and the SEBI Listing Regulations, 2015. On appointment, M/s. V SVJK & Associates, Chartered Accountants (FRN: 135182W), will hold the office for a period of 4 (four) years from the conclusion of the 31^st Annual General Meeting of the Company till the conclusion of the 36^th Annual General Meeting of the Company from 1^st April, 2026 to 31^st March, 2030.

M/s. SVJK & Associates, Chartered Accountants have given their consent to act as the Auditors of the Company and have confirmed that the said appointment, if made, will be in accordance with the conditions prescribed under Sections 139 and 141 of the Act.

Internal Auditors

M/s. A Goyal & Associates, Company Secretaries, acted as the Internal Auditors of the Company for the financial year 2024-25. Internal Auditors are appointed annually by the Board of Directors, based on the recommendation of the Audit Committee. The Internal Audit reports and their findings are placed before the Audit Committee on a quarterly basis for review. The scope of Internal Audit is also reviewed and approved by the Audit Committee from time to time.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the rules made thereunder, the Board had re-appointed Mr. Ashish Goyal, Proprietor of M/s A. Goyal & Associates, Company Secretary in Practice (C.P. No. 19535), as the Secretarial Auditor of the Company for the financial year 2024 25. The Secretarial Audit Report is appended as Annexure ‘A to this Report. There are no adverse remarks/ observations/ qualifications/ reservations / disclaimers in the Secretarial Audit Report.

Further, pursuant to the amended Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and subject to the approval of the members at the ensuing Annual General Meeting, the Board has appointed Mr. Ashish Goyal, Proprietor of M/s A. Goyal & Associates, Company Secretary in Practice (C.P. No. ), as the Secretarial Auditor of the Company for a term of five (5) consecutive financial years, commencing from FY 2025-26 till FY 2029-30.

CS Ashish Goyal has confirmed that she is not disqualified from being appointed as a Secretarial Auditor and is eligible to hold office as such under the applicable provisions of law.

Cost Auditors

The section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 are not applicable to the Company. Hence, the Board of Directors of your company had not been appointed Cost Auditor for obtaining Cost Compliance Report of the company for the financial year 2024-25.

Reporting of Frauds by Auditors

During the year under review, the Auditors have not reported any instances of fraud committed against the Company by its officers or employees to the Audit Committee or the Board of Directors under Section 143(12) of the Companies Act, 2013.

22. Particulars of Employees

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure B. Further, during the financial year under review, no employee of the Company was in receipt of remuneration exceeding the limits specified under Rule 5(2) of the said Rules. Accordingly, the disclosure required under Rule 5(2) and Rule 5(3) is not applicable.

Further, we confirm that no employee employed throughout the financial year or part thereof received remuneration in the financial year that, on the aggregate, was more than that drawn by the Managing Director and Whole-Time Directors and holds by himself or along with his spouse and dependent children more than 2 per cent of the equity shares of your Company.

23. Managements Discussion and Analysis Report

The Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), which, inter alia, covers the state of the Companys affairs, forms part of this Report and is annexed hereto as Annexure-C.

24. Conservation of energy, technology absorption and foreign exchange earnings and outgo

I. CONSERVATION OF ENERGY a) Steps taken or impact on conservation of energy: Energy conservation efforts are ongoing activities. During the year under review further efforts were made to ensure optimum utilization of electricity.

b) Steps taken by the company for utilizing alternate sources of energy: NIL

c)The Capital investment on energy conservation equipments: NIL

II. TECHNOLOGY ABSORPTION, ADAPTION & INNOVATION AND RESEARCH & DEVELOPMENT

No research & development or technical absorption or adaption & innovation taken place in the company during the Financial Year 2024-25, the details as per rule 8(3) of The Companies (Accounts) Rules, 2014 are as follows:

i. Efforts made towards technology absorption: NIL

ii. Benefits derived like product improvement, cost reduction, product development or import substitution:

NIL

iii. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year):

a. Details of technology imported: NIL b. Year of Import: NIL c. Whether the technology been fully absorbed: NIL d. Areas where absorption has not taken place and the reasons there of: NIL

iv. Expenditure incurred on Research and Development: NIL

III. FOREIGN EXCHANGE EARNINGS AND OUTGO

As your Company does not deal in Foreign Exchange, therefore the particulars relating to Foreign Exchange Earnings and Outgo are not applicable to your Company.

Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL

25. Corporate Social Responsibility (CSR)

Pursuant to Section 135 of the Companies Act, 2013 and rules made there under, every company having net worth of Rupees Five Hundred Crores or more, or turnover of Rupees One Thousand Crores or more or a net profit of Rupees Five Crores or more during the preceding financial year shall constitute a Corporate Social Responsibility Committee of the Board.

However, it is not applicable in the case of your Company. Hence there is no need to form Corporate Social Responsibility Committee and Corporate Social Responsibility Policy for the company as per the requirement of the Companies Act, 2013.

26. Particulars of contracts or arrangements with related parties

The Company has not entered into any Material related party transactions with the related parties. All other related party transactions entered into by the Company during the financial year were on an arms length basis and in the ordinary course of business and disclosed in the Noted to the Financial Statement forming part of the Financial Statements. Accordingly, the disclosure of such transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2, is not required to be annexed.

27. Subsidiary, Joint Ventures and Associate Companies:

The company does not have any subsidiary or associates or joint ventures, the accounts of which are to be consolidated and as such there are no consolidated financial statements, hence a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, is not required to annex with this report.

28. Statement regarding the development and implementation of Risk Management Policy

The Company has not developed and implemented any formal risk management policy, as the nature and extent of risks threatening the business activities carried out by the Company during the year under review were considered minimal. However, the Board periodically reviews business risks and takes appropriate measures to mitigate them as and when required.

29. Internal Financial Control and their adequacy

The Company has established and implemented a process-driven framework for Internal Financial Controls (“IFC”) within the meaning of Section 134(5)(e) of the Companies Act, 2013. For the financial year ended March 31, 2025, the Board is of the opinion that the Company has adequate and effective IFC commensurate with the nature, size, and complexity of its business operations. These controls were operating effectively and no material weaknesses were observed.

The Company has put in place procedures for ongoing monitoring and review of the IFC framework to ensure timely identification of any gaps and to implement necessary improvements, wherever required, so that such gaps do not materially affect the Companys operations.

During the year under review, no reportable material weakness in the design or operation of IFC was observed.

30. Directors Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that: a) in the preparation of the annual financial statements for the financial year ended March 31, 2025, the applicable accounting standards have been followed and no material departures have been made therefrom; 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 at the end of the financial year and of the profit of the Company for that year; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the annual financial statements have been prepared on a going concern basis; e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

31. Green Initiative:

The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the Companies and has issued Circulars stating that service of notice/documents including Annual Report can be sent by e-mail to its members.

As a responsible corporate citizen, the Company welcomes and supports the ‘Green Initiative undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report, amongst others, to shareholders at their e-mail address previously registered with the DPs and RTAs.

Shareholders who have not registered their e-mail addresses so far are requested to do the same. Those holding shares in demat form can register their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with the RTA.

32. Prevention of Sexual Harassment at Workplace:

In order to prevent sexual harassment of women at work place an act “The Sexual Harassment of Women at Workplace” (Prevention, Prohibition and Redressal) Act, 2013 has been notified in December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee.

Your Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up a committee for implementation of said policy.

The Company has zero tolerance for sexual harassment and during the year under review, there were no complaint received and no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

33. Vigil Mechanism/ Whistle Blower Policy:

The Company is committed to conducting its affairs in a fair and transparent manner, fostering professionalism, honesty, integrity, and ethical behaviour among its employees and stakeholders. In line with this commitment, the Company has adopted a Whistle Blower Policy as part of its vigil mechanism.

Further, the Code of Business Conduct (“the Code”) sets out important corporate ethical practices that guide the Companys value system and business functions, and embody the core values of the Company.

During the financial year ended March 31, 2025, no whistle blower complaints were received from any employee or Director of the Company. The Board also confirms that no employee or Director was denied access to the Audit Committee or its Chairman under the vigil mechanism.

34. Human resources

Your Company considers its human resources as the most valuable asset and a key driver in achieving its strategic objectives. In line with this belief, the Company places strong emphasis on attracting, nurturing, and retaining high-quality talent. The work environment is designed to empower employees, encourage innovation, and motivate them to consistently deliver higher levels of performance.

The commitment and dedication of employees continue to be the driving force behind the Companys growth and vision. The Board places on record its appreciation for the enthusiasm, hard work, and contribution of the employees at all levels.

35. Corporate Governance

In terms of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the compliance requirements relating to Corporate Governance, as specified under Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2), and Paras C, D and E of Schedule V, were not applicable to the Company.

During the Financial Year, the Paid up share capital of the Company stands increased to Rs. 12,91,00,000/- pursuant to allotment of Bonus shares on March 18, 2025. Hence, the requirement for applicability of Corporate Governance provisions as per SEBI Listing Regulations is applicable to the Company at the end of the F.Y. 2024-25.

The Company reaffirms its unwavering commitment to adopt and maintain the highest standards of corporate governance practices. The Corporate Governance Report, as required under the SEBI Listing Regulations, forms an integral part of this Annual Report and Annexed as Annexure D. The said Report is accompanied by a certificate issued by the Secretarial Auditor, confirming compliance with the prescribed conditions of Corporate Governance.

36. Various Policies of The Company

In accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, the Company has formulated and implemented various policies to ensure good governance and transparency in its operations. These policies are available on the Companys website at www.padamcotton.com under the “Company Information” section of the “Investor” tab. The Board periodically reviews these policies and updates them, as and when required, to align with regulatory requirements and business needs.

37. Code for Prevention of Insider Trading:

Your Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives (“the Code”) in compliance with the requirements of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

The Code, inter alia, prescribes the procedures to be followed by designated persons while trading or dealing in the Companys securities and provides guidelines on the handling and communication of Unpublished Price Sensitive Information (“UPSI”). It also covers the Companys obligation to maintain a Structured Digital Database (SDD), establishes mechanisms for the prevention of insider trading, and outlines processes for sensitizing designated persons about the significance and confidentiality of UPSI.

To strengthen awareness and ensure compliance, the Company has been conducting regular training sessions for all designated persons, thereby enabling them to identify, understand and discharge their obligations effectively under the Insider Trading Regulations.

38. Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

39. General Disclosures

Neither the Executive Chairman nor the CEO of the Company received any remuneration or commission from any of the subsidiaries of the Company. The Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions or events of these nature during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting, or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. Significant or material orders passed by regulators, courts, or tribunals which impact the going concern status or the operations of the Company in the future.

4. Voting rights not directly exercised by employees in respect of shares for which loans were provided by the Company (as no scheme exists under Section 67(3)(c) of the Companies Act, 2013, enabling such beneficial ownership).

5. Applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016.

6. One-time settlement of loans obtained from banks or financial institutions.

7. Revision of financial statements or Directors Report of the Company.

40. Enclosures:

The following are the enclosures attached herewith and forms part of the Directors Report: a. Annexure A: Secretarial Auditors Report in Form No. MR-3; b. Annexure B: Details of personnel/particulars of employees; c. Annexure C : Management Discussion and Analysis Report; d. Annexure D: Corporate Governance Report e. Annexure E: WTD & CFO Certificates

41. Acknowledgement

The Directors express their sincere gratitude for the guidance, support, and assistance received from the Government of India, the governments of various states, concerned government departments, financial institutions, and banks. The Directors also thank the esteemed shareholders, customers, suppliers, and business associates for their continued trust and confidence in the Company.

		By Order of the Board of Directors
		For, Padam Cotton Yarns Limited
	Sd/-	Sd/-
Date: 04-09-2025	Dinesh Shreevastav	Mr. Mahendra Singh
Place: Ahmedabad	Whole Time Director	Director
	(DIN: 11030609)	(DIN: 07684132)