Padmanabh Alloys & Polymers Ltd Directors Report

To,

The Members,

Your directors present Annual report on the business and operations of the company together with Audited Statement of Accounts of the company for the year ending 31^st March 2026.

The particulars pursuant to sub section 3 of section 134 of the companies act, 2013 are given below.

The Annual Return of the company as on 31^st March, 2026 is available on the Companys website on www.padmanabh.in

During the year 2025-26, 7 meetings of Board of Directors were held.

The directors state that:

i) In the preparation of annual accounts for the financial year ended 31^st March 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) The directors 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 as at 31^st March and of the profit/loss of the company for that period;

iii) The directors had 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;

iv) The director had prepared the annual accounts on a going concern basis;

v) The director had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The director had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditor has not reported any fraud under sub-section (12) of section 143 of The Companies Act, 2013.

The independent Directors have submitted declaration pursuant to Section 149(7) confirming that they meet the criteria of independence pursuant to section 149(6). The statement has been noted by Board of Directors.

The Board has on the Recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of director and key managerial personal and their Remuneration. The Constitution, Chairperson, quorum and frequency of meeting of Nomination & Remuneration Committee shall be as stated in the Companies Act, 2013 and other Applicable Provisions from time to time.

The Committee shall identify and evaluate the balance of skills, knowledge, experience, integrity, qualification, expertise and positive attributes of the person for appointment as Director, KMP and SMP and recommend to the Board his / her appointment. The Company does not pay any remuneration to the Non-Executive/ Independent Directors of the company other than sitting fees for attending the meeting of the Board/Committee.

Remuneration to the Whole Time Director is governed by the relevant provisions of the Companies Act, 2013. The policy is placed on the website of the Company at www.padmanabh.in.

The disclosures made by the statutory auditors in the report are self explanatory and no explanation by the board is required.

The Secretarial Audit Report pursuant to Section 204 of the Companies Act, 2013 in prescribed Form MR-3 is attached to as "Annexure A" to this report.

The explanation or comments of the Board of Directors on every qualification, reservation or adverse remark or disclaimer made is as under:-.

1. Entire Shareholding of Promoter(s) and Promoter Group is not in dematerialized form as required in accordance with provision of Regulation 31 (2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulation 2015 - All the Shareholders classified as promoters are not close relatives or associates of the present directors who are managing the company. Management is making efforts to contact such persons and asking them to demat the shares however all promoters could not be contacted or have not dematted the shares.

2. Company has not timely submitted the Audited Financial Results for the quarter and year ended 31^st March, 2025 to the stock exchange as required under provisions of Regulation 33(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulation 2015. The Audited Financial Results were submitted on 03/06/2025 against the due date of 30/05/2026 - The Board of Directors undertakes to ensure necessary compliance in future.

Company has not during the year under review (a) given any loan to any person or other body corporate (b) Given any guarantee or provide security in connection with a loan to any other body corporate or person; and (c) Acquired by way of subscription, purchase or otherwise, the securities of any other body corporate, Exceeding sixty percent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more and hence the particulars are not required to be included in this report.

Company has entered into various transactions referred to in section 188(1) of The Companies Act, 2013 with related party and particulars in form AOC-2 are as under:-