Padmanabh Industries Ltd Directors Report

During the year under review, the Company has incurred Pro it of Rs. 1.00 Lacs. Your directors look forward to improve the inancial position of the Company and are optimistic about the future growth and performance of the Company.

The summarized standalone inancial results of the Company for the period ended 31stMarch, 2025 are as follows:

(Amount in Lakhs.)

The Board has not recommended/declared dividend for the year 2024-25.

The Company has no Subsidiary Companies.

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

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

During the year, there is no change in the share capital of the Company. However, the Company has applied for the Capital Reduction of the Share Capital of the Company vide reduction of Paid-up share capital against the accumulated losses of the Company generated by the Company over the years 2023-2024. The Company has received the observation letter from the BSE Limited as on 15th July, 2024 and the same has been approved by the Shareholders in the AGM held as on 30th September, 2024 and approval of the National Company Law Tribunal (NCLT) Ahmedabad Bench is under process.

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

During the year under review, the Company has not transferred any amount to reserves.

No material changes and commitments affecting the inancial position of the Company occurred between the end of the inancial year to which this inancial statement relate and the date of this report .

10. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS ORTRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

11. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK

MANAGEMENT POLICY OF THE COMPANY

The Company has not developed and implemented any risk management policy as the risk threatening the business activity carried out by the Company during the year are minimal.

12. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNING ANDOUTGO

A. CONSERVATION OFENERGY: i. steps taken or impact on conservation of energy: Nil ii. the steps taken by the company for utilizing alternate sources of energy: None iii. the capital investment on energy conservation equipments: Nil

B. TECHNOLOGY ABSORPTION: i. the efforts made towards technology absorption: None ii. the bene its derived like product improvement, cost reduction, product development or import substitution: None iii. in case of imported technology (imported during the last three years reckoned from the beginning of the inancial year)- a) the details of technology imported: None b) The year of import: N.A. c) Whether the technology has been fully absorbed: N.A. d) If not fully absorbed, areas where absorption has not taken place, and the reasons there of: N.A. iv. the expenditure incurred on Research and Development: Nil

C. FOREIGN EXCHANGE EARNING & OUTGO: i. Foreign Exchange Earning: NIL ii. Foreign Exchange Outgo: NIL

13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS

CORPORATE SOCIAL RESPONSIBILITYINITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT,2013

During the year, the Company has not given any loan and further the details of such loan provided in note no.21 and 17 of the inancial statements for the year ended on 31st March, 2025. Further the Company has not made any investments and/or provided any guarantees during the period under review.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATEDPARTIES

During the year under review, the Company has entered into any contracts or arrangements with related parties. The particulars of Contracts or Arrangements made with related parties required to be furnished under section 134(2) are disclosed in the prescribed form (Form AOC-2) which is attached to this Report as Annexure “A”.

16. BOARD OF DIRECTORS & KEY MANAGERIALPERSONNEL

a) Composition of Board;

b) Changes in the Board during the year:

During the year under review, there has been following change in the board of the company.

Resignation of Mr. Viren makwana from the Post of Independent Director of the Company as on 06th June, 2024.

Appointment of Ms. Sweta Rasikbhai Panchal as an Additional Non executive independent director of the Company as on 05th September, 2024 and Regularization of Ms. Sweta Rasikbhai Panchal as a Non-executive independent director of the Company as on 30th September, 2024.

Mr. Hardwari Santoshkumar (DIN: 10553511) appointed as Managing Director of the Company w.e.f. 10th December, 2024.

Resignation of Mr. Chirag Rameshbhai Patel from the Post of Managing Director of the Company as on 10th December, 2024.

Mr. Pankaj Sureshkumar Kewalramani was resigned from the post of Company Secretary of the Company w.e.f. 31st March, 2025.

Following Changes after 31st March 2025 in the board of the company:

Appointment of Mr. Dhairya Bharatbhai Shah as a Managing Director of the Company as on 23rd July, 2025.

Appointment of Ms. Manali Rajeshbhai Patel as a Non-Executive Additional Director of the Company as on 23rd July, 2025.

Resignation of Mr. Santoshkumar Hardwari from the Post of Managing Director and Chief Financial Of icer of the Company as on 23rd July, 2025.

Appointment of Mr. Rahul Parmar (DIN: 11210226) as a Additional Director for Independent category of the Company w.e.f. 29th July, 2025.

Appointment of Mr. Harpalsinh Parmar (DIN: 11210165) as an Additional Director for Independent Category of the Company w.e.f. 29th July, 2025.

Resignation of Ms. Sweta Rasikbhai Panchal (DIN: 10298714) from the Post of Independent Director of the Company w.e.f. 28th July, 2025.

Appointment of Mr. Umesh Parghi as a Chief Financial Of icer of the Company w.e.f. 13th August, 2025.

Resignation of Ms. Shvetalben Sagarbhai Dataniya (DIN: 09629900) from the Post of Directorship of the Company w.e.f. 13th August, 2025.

Resignation of Mr. Jaydeep Bakul Shah (DIN: 09535615) from the Post of Independent Director of the Company w.e.f. 12th August, 2025.

c) RETIREMENT BY ROTATION

In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association of the Company, Mr. Dhairya Bharatbhai Shah (DIN: 11196986) being liable to retire by rotation, shall retire at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. The Board recommends his reappointment.

d) NUMBER OF BOARDMEETINGS

During the year under review, the Board duly met Nine (9) times on 30/05/2024, 06/06/2024, 07/08/2024, 14/08/2024, 05/09/2024, 28/10/2024, 10/12/2024, 07/02/2025 and 31/03/2025 in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

17. KEY MANAGERIAL PERSONNEL

As on the date of this report, the following persons are the Key Managerial Personnel(s) of the Company: 1. Mr. Dhairya Bharatbhai Shah, Managing Director 2. Ms. Umesh Parghi, Chief Financial Of icer

18. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD

Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The

Board considers the recommendation made by Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each Board members contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the manner in which the information lows between the Board and the Management and the manner in which the board papers and other documents are prepared and furnished.

19. DECLARATIONS BY INDEPENDENT DIRECTORS & THEIR SEPARATE MEETING:

All the Independent Directors of the Company have given their declarations stating that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and in the opinion of the Board, the independent directors meet the said criteria.

The Independent Directors met on August 20, 2024 to discuss the performance evaluation of the Board, Committees, Chairman and the individual Directors.

The Independent Directors reviewed the performance of the non-independent Directors and Board as whole. The performance of the Chairman taking into account the views of executive Directors and non-executive Directors and assessed the quality, quantity and timeline of low of information between company management and Board.

20. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby con irmed that: (i) in the preparation of the annual accounts for the inancial year ended 31st March, 2024, 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 March 31, 2025 and of the pro it and loss of the company for that period; (iii) The directors had taken proper and suf icient 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 directors had prepared the annual accounts on a going concern basis; and (v) The directors had laid down internal inancial controls to be followed by the company and that such internal inancial controls are adequate and were operating effectively. (vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee is duly constituted in accordance with SEBI (LODR) Regulations 2015 and Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. It adheres to the terms of reference which is prepared in compliance with Section 177 of the Companies Act, 2013, and SEBI (LODR) Regulations 2015. The Members of the Committee are: -

*Mr. Viren Makwana was resigned from the Board and Committee and Ms. Shvetalben Dataniya appointed as a Member of the Committee as on 06.06.2024 and Upon the Appointment of Ms. Sweta Panchal as a Independent Director she replaces the Post of Membership on the Place of Shwetal Dataniya.

**Mr. Hardwari Santoshkumar was appointed as a Member of the Committee upon the Resignation of Mr. Chiragkumar Rameshbhai Parmar from the Board and Committee as on 10th December, 2024.

The Audit Committee acts in accordance with the terms of reference speci ied by the Board of Directors of the Company. Further during the period under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

During the inancial year ended on 31st March 2024, the Audit Committee met (5) Four times on 30/05/2024, 07/08/2024, 05/09/2024, 28/10/2024 and 07/02/2025.

22. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has established vigil mechanism/Whistle Blower Policy for Directors and employees of the Company to report genuine concerns regarding unethical behavior, actual or suspected fraud or violation of the Companys code of conduct and ethics Policy. The said mechanism also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistle blower policy in order to ensure adequate safeguards to employees and Directors against victimization.

The said policy is also available on the website of the Company at www.padmanabhindustries.in

23. NOMINATION AND REMUNERATION COMMITTEE

a) Composition of Nomination and Remuneration Committee:

As on the date of this report, the Committee comprises of the following members:

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining quali ications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The said policy is available on the website of the Company.

Meetings of Nomination and Remuneration Committee:

During the year, four meeting of the Committee was held on 13/08/2024, 10/12/2024, and 31/03/2025.

24. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of the following members:

Details of Investors grievances/ Complaints:

All investor complaints received during the year were resolved. There is no pending complaints of the Shareholders/Investors registered with SEBI at the end of the current inancial year ended on 31st March, 2025.

The committee duly met two time on 20/09/2024 and 11/12/2024 during the year.

25. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK

MANAGEMENT POLICY OF THE COMPANY

The Company has not developed and implemented any risk management policy as the risk threatening the business activity carried out by the Company during the year are minimal.

26. INSOLVENCY AND BANKRUPTCY CODE:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

27. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE

TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONGWITH REASONS THEREOF:

It is not applicable during the year under review.

28. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has placed an adequate Internal Financial Controls with reference to Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Companys internal inancial controls relating to its inancial statements.

During the year, such Controls were tested and no reportable material weakness was observed.

29. AUDITORS

i. STATUTORY AUDITORS

M/s. S K Bhavsar & Co., Chartered Accountants (FRN: 145880W), were appointed as a Statutory Auditors of the Company were re-appointed at 30th Annual General Meeting held in the calendar year 2024, for the period of ive consecutive years from the conclusion this ensuing AGM till the conclusion of 35th Annual General Meeting of the Company to be held in the calendar year 2029. The Notes to the inancial statements referred in the Auditors Report are self-explanatory. The Auditors Report does not contain any quali ication, reservation or adverse remark. The Auditors Report is enclosed with the inancial statements in this Annual Report.

There is no Quali ication remark of the Statutory Auditor of the Company.

ii. SECRETARIALAUDITOR

Pursuant to provisions of sub-section (1) of Section 204 of the Companies Act 2013, the Company is required to annex with its Boards Report a secretarial audit report, given by the Company Secretary in practice.

The secretarial audit of the Company has been conducted by M/s Dharti Patel & Associates, Company Secretaries in Practice and their report on the secretarial audit for the year under review attached and marked as “ANNEXURE -B”.

The said report contains no any observation or quali ication.

iii. COST AUDITORS

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

30. ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2025 is available on the website of the Company at www.padmanabhindustries.in

31. 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 is not provided in the Report as no remuneration is paid to any of the directors of the company nor any employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

32. CORPORATEGOVERNANCE

As per the provisions of SEBI (Listing Obligations and Disclosures requirement) Regulation, 2015, the annual report of the listed entity shall contain Corporate Governance Report and it is also further provided that if the Company is not having the paid-up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores, the said provisions are not applicable. As our Company does not have the paid-up share capital exceeding Rs.10 crores and Net worth exceeding Rs. 25 crores, the Corporate Governance Report is not applicable and therefore not provided by the Board.

33. MANAGEMENTS DISCUSSION AND ANALYSISREPORT

The Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of the Listing Regulations is given as an “Annexure C” to this report.

34. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and con idence reposed on your Company.

Date: 03.09.2025 By the order of the Board Place: Ahmedabad PADMANABH INDUSTRIESLIMITED

Sd/- Sd/- Dhairya Bharatbhai Shah Manali Patel Managing Director Director (DIN: 11196986) (DIN : 11196600)