Your directors have pleasure in submitting their 30^thAnnual Report of the Company together with
the Audited Statements of Accounts of the Company for the year ended on 31^stMarch, 2024.

1. FINANCIAL PERFORMANCE/HIGHLIGHTS:

During the year under review, the Company has incurred Loss of Rs. 5.72 Lacs. Your directors
look forward to improve the financial position of the Company and are optimistic about the
future growth and performance of the Company.

The summarized standalone financial results of the Company for the period ended 31^stMarch,
2024 are as follows:

(Amount in Lakhs.)

2. DIVIDEND

Since the Company has incurred loss during the year ended on 31^stMarch, 2024, hence the Board
has not recommended/declared dividend for the year 2023-24.

3. SUBSIDIARIES. IOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no Subsidiary Companies.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTIONFUND:

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

5. CHANGE IN THE NATURE OF THE BUSINESS OF THECOMPANY

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

6. CHANGES IN SHARE CAPITAL 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. The Company has received the observation letter from the BSE Limited as on 15^th July, 2024
and the same will be approved subject to the approval of the Shareholders in the AGM held as on
30^th September, 2024 and approval of the National Company Law Tribunal (NCLT) Ahmedabad
Bench.

7. DEPOSITS

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.

8. TRANSFER TO RESERVES

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

9. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH
THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year to which this financial statement relate and the date of this
report except the outbreak of corona virus (COVID-19) pandemic causing significant disturbance
and slowdown of economic activity. The Companies operations and revenue were impacted due to
COVID-19. Considering the continuing uncertainties, the Company will continue to closely monitor
any material changes to future economic conditions.

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 Company's 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 benefits 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 financial 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.19 and 16 of the financial statements for the year ended on 31^st March, 2024. 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. Pranav Manoj Vajani from the Post of Independent Director of the Company as
on 15^th September, 2023.

Mr. Jayesh Laxman Bhavsar Appointed as a Company Secretary of the Company w.e.f. 01^st
November, 2023 and Mr. Jayesh Laxman Bhavsar was resigned from the post of Company Secretary
of the Company w.e.f. 10^th November, 2023.

Mr. Jaydeep Bakul Shah (DIN : 09535615) appointed as a Director under the category of Non¬
Executive Independent Director of the Company w.e.f. 16th January, 2024.

Mr. Pankaj Sureshkumar Kewalramani appointed as a Company Secretary cum Compliance officer
of the Company w.e.f. 22^nd February, 2024.

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, Ms. Shvetalben Sagarbhai Dataniya (DIN: 09629900) 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 Ten (10) times on 25/05/2023, 30/06/2023,
10/08/2023,31/08/2023,15/09/2023, 01/11/2023, 10/11/2023, 16/01/2024, 12/02/2024 and
22/02/2024 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. Chirakumar R. Parmar, Managing Director & Chief Financial Officer

2. Ms. Shvetalben Dataniya, Chairman to the Board

3. Mr. Pankaj Kewalramani, Company Secretary & Compliance Officer

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 member's

contribution, their participation was evaluated and the domain knowledge they bring. They also
evaluated the manner in which the information flows 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 February 9, 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 flow 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 confirmed that:

(i) in the preparation of the annual accounts for the financial year ended 31^st March, 2023, 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, 2023 and of the profit and 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 directors had prepared the annual accounts on a going concern basis; and

(v) The directors 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 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: -

The Audit Committee acts in accordance with the terms of reference specified 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 financial year ended on 31^st March 2024, the Audit Committee met (5) Four times on
25/05/2023, 30/06/2023, 01/11/2023, 12/02/2024.

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 Company's 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 qualifications, 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 30/06/2023, 10/08/2023,
01/11/2023, 16/01/2024 and 22/02/2024.

24. STAKEHOLDERS RELATIONSHIPCOMMITTEE:

The Stakeholders Relationship Committee comprises of the following members:

Details of Investor's 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 financial year ended on
31^st March, 2023.

The committee duly met two time on 12/08/2023 and 09/02/2024 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 Company's
internal financial controls relating to its financial statements.

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

29. AUDITORS

i. STATUTORY AUDITORS

M/s. V S S B & Associates, Chartered Accountants (FRN: 110603W), were appointed as a Statutory
Auditors of the Company by members of the company to hold office till the conclusion of 30^th

Annual General Meeting (AGM) and hereby the Board recommends the reappointed as a statutory
auditor till the conclusion of the Annual General Meeting of the Company to be held in the year
2024.

There is no Qualification remark of the Statutory Auditor of the Company.

However, M/s. VSSB & Associates Resigned from the Post of Statutory Auditor of the Company
w.e.f. 13^th August, 2024 due to completion of work period. The Board has recommended M/s. S K
Bhavsar & Co., Chartered Accountant, Ahmedabad to appoint as a Statutory Auditor of the Company
for the next 5 Years.

ii. SECRETARIALAUDITOR

M/s Shah & Santoki & Associates, Company Secretaries, Ahmedabad were appointed as Secretarial
Auditor of the Company to conduct secretarial audit pursuant to the provisions of Section 204 of
the Companies Act, 2013. The secretarial audit of the Company has been conducted on a concurrent
basis in respect of the matters as set out in the said rules and Secretarial Audit Report given M/s
Shah & Santoki Associates, Company Secretaries, Secretarial Auditor of the Company forms part of
this report and is marked as “Annexure B”.

The said report contains no any observation or qualification.

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, 2024 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. MANAGEMENT’S DISCUSSION AND ANALYSISREPORT

The Management's 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 confidence reposed on your Company.

Date: 05.09.2024 By the order of the Board

Place: Ahmedabad PADMANABH INDUSTRIESLIMITED

Sd/- Sd/-

Chiragkumar R. Parmar Shvetalben Dataniya

Managing Director Director

(DIN: 09432185) (DIN: 09629900)