Directors Report of Padam Cotton Yarns Ltd.

Mar 31, 2025

Your directors take pleasure in presenting the 31^st Annual Report on business and operations along with Audited Financial Statements and the Auditor’s 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 Company’s 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 Company’s 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 202425.

|l0. 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 Company’s 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 WholeTime 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 Board’s 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 Company’s 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 company’s 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 3 6^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. Management’s Discussion and Analysis Report

The Management’s 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 Company’s affairs, forms part of this Report and is annexed hereto as Annexure-C.

24. Conservation of energy, technology absorption and foreign exchange earnings and outgoI. 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: NILc) The Capital investment on energy conservation equipment’s: NILII. 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: NILii. 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. Y ear 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: NILIII. 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: NIL25. 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 arm’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s securities and provides guidelines on the handling and communication of Unpublished Price Sensitive Information (“UPSI”). It also covers the Company’s 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 Director’s 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.

---

Mar 31, 2024

Your Directors have pleasure in presenting the 30^th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2024.

Financial Results	Year Ended 31.03.2023	Year Ended 31.03.2022
Revenue for the year	124.17	36.71
Profit/(Loss) before Depreciation, Financial Cost and Taxes	4.10	0.77
Less: Financial Expenses	-	-
Profit/(Loss) before Depreciation/Amortization and Taxes	4.10	0.77
Less: Depreciation	-	-
Net Profit/(Loss) before Taxation (PBT)	4.10	0.77
Less: Provision for Taxation (including Deferred Tax)	2.91	0.27
Add/(Less): Extra-ordinary Items (Excess Provisioning)	0.15	4.75
Profit/(Loss) after Tax & Extra-ordinary Items	1.34	0.50
Less: Provision for Dividend	-	-
Less: Transfer to General / Statutory Reserves	0.24	0.10
Profit/(Loss) available for Appropriation	1.10	5.25
Add: Profit/(Loss) brought forward from Previous Year	(104.56)	(109.71)
Balance of Profit/(Loss) carried forward	(103.46)	(104.56)

FINANCIAL HIGHLIGHTS

Total revenue for the year stood at R 124.17 lakh in comparison to last years'' revenue of R 36.71 lakh. In term of Profit before taxation, the Company has earned a Profit/(Loss) of R 4.10 lakh in comparison to last years'' Profit/(Loss) of R 0.77 lakh. Profit/(Loss) after Tax and Extra-Ordinary Items stood at R 2.95 lakh in comparison to last financial year''s Profit/(Loss) of R 5.25 lakh.

DIVIDEND

In view of meager profit, your Directors do not propose any dividend for the year under review.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2024 was ? 10.001 Crore. During the year under review, the Company has not issued any share with differential voting rights; nor granted stock options nor sweat equity. As on March 31, 2024, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity Shares of the Company.

GENERAL RESERVES

The General Reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the General reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the General reserve will not be reclassified subsequently to the statement of profit and loss.

STATUTORY RESERVES

Statutory Reserve represents the reserve created pursuant to the Reserve Bank of India Act, 1934 (the "RBI Act") and related regulations applicable to those companies. Under the RBI Act, a non-banking finance company is required to

transfer an amount not less than 20% of its net profit to a reserve fund before declaring any dividend. Appropriation from this reserve fund is permitted only for the purposes specified by the RBI.

During the year under review R Nil was transferred to General Reserve as per RBI guidelines.

IMPAIRMENT RESERVES

Impairment Reserve represents the reserve created pursuant to the per RBI circular dated March 13, 2020 on ''Implementation of Indian Accounting Standards''. Under the circular, where the impairment allowance under Ind AS 109 is lower than the provisioning required as per prudential norms on Income Recognition, Asset Classification and Provisioning (including standard asset provisioning) the difference should be appropriated from the net profit to a separate ''Impairment Reserve''. Withdrawals from this reserve is allowed only after obtaining permission from the RBI.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2024 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the year ended March 31, 2024.

Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses standalone financial results on a quarterly basis which are subjected to limited review and publishes standalone audited financial results on an annual basis.

The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

There is no audit qualification in the standalone financial statements by the statutory auditors for the year under review. BUSINESS SEGMENT

Your Company is one of the RBI registered NBFC and is into the business of Finance & Investments in accordance with the Accounting Standard 17 notified by Companies (Accounting Standards) Rules 2006.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

SUBSIDIARY COMPANY

The Company does not have any Subsidiary/Material Subsidiary, Associate or Joint Venture Company whose net worth exceeds 20% of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20% of the consolidated income of the Company during the previous financial year. Accordingly, a policy on material subsidiaries has not been formulated.

During the year, no Company has ceased to be Subsidiary, Associate or Joint Venture Company.

POLICY FOR DETERMINING MATERIAL SUBSIDIARY COMPANIES

The Company has formulated a "Policy for determining material Subsidiary Companies" of the Company. This policy is available on your Company''s website at http://www.primecapitalmarket.in/Company Policies.aspx

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year, were in the ordinary course of business and on an arm''s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year, which were in conflict with the interest of the Company. The requisite details under Form AOC-2 in Annexure III have been provided elsewhere in this Report. Suitable disclosure as required by the Accounting Standard (Ind-AS 24) has been made in the notes to the Financial Statements.

All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are verified by the Risk Assurance Department and a statement giving details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company

The Company has put in place a mechanism for certifying the Related Party Transactions Statements placed before the Audit Committee and the Board of Directors from an Independent Chartered Accountant Firm.

The Policy on materiality of and dealing with Related Party Transactions as approved by the Board is uploaded on the website of the Company and is accessible at the website of the Company. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration and sitting fees.

In accordance with the provisions of the SEBI Listing Regulations, the Company has in place the Policy on dealing with Related Party Transactions which is available on its website at the link: http://www.primecapitalmarket.in/Company Policies.aspx

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis on the operations of the Company as prescribed under Part B of Schedule V read with regulation 34(3) of the Listing Regulations, 2015 is provided in a separate section and forms part of the Directors'' Report.

MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In Compliance with Section 149 (7) read with Schedule IV of the Companies Act, 2013 and Regulations 25(3) of the SEBI LODR Regulations, 2015, a separate Board Meeting of Independent Directors of the Company was held on March 3, 2023 wherein, the following items in agenda were discussed:

• reviewed the performance of Non-Independent Directors and the Board as a whole.

• reviewed the performance of the Chairperson of the company, taking into account the views of Executive Directors and Non-Executive Directors;

• Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

• The Board evaluates its composition to ensure that the Board has the appropriate mix of skills, experience, independence and knowledge to ensure their continued effectiveness. In the table below, the specific areas of focus or expertise of individual Board members have been highlighted.

Matrix setting out the skiNs/expertise/competence of the Board of Directors
Sl. No.	Essential Core skiNs/expertise/competencies required for the Company	Core skills/expertise/competencies of all the Directors on the Board of the Company
1.	Strategic and Business Leadership	The Directors and especially the Managing Director have many years of experience.
2.	Financial expertise	The Board has eminent business leaders with deep knowledge of finance and business.
3.	Governance, Compliance and Regulatory	The presence of Directors with qualifications and expertise in Law and Regulatory affairs lends strength to the Board.

4.	Knowledge and expertise of Trade	and	The Directors have profound knowledge of economic
	Technology		Affairs, trade and technology related matters.

NUMBER OF MEETINGS OF THE BOARD

The details of the Board Meetings and other Committee Meetings held during the financial year 2023-24 are given in the separate section of Corporate Governance Report.

BOARD COMMITTEES

All Committees of the Board of Directors are constituted in line with the provisions of the Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MANAGEMENT

There is no change in Management of the Company during the year under review.

DIRECTORS

There is no change in composition of the Board.

The details of programme for familiarization of Independent Directors with the Company, nature of the business segments in which the Company operates and related matters are put up on the website of the Company

INDEPENDENT DIRECTORS & KMPs

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (''AGM'') of the Company.

As per requirements of Regulation 25 of Listing Regulations, a person shall not serve as an independent director in more than seven listed entities: provided that any person who is serving as a whole time director in any listed entity shall serve as an independent director in not more than three listed entities. Further, independent directors of the listed entity shall hold at least one meeting in a year, without the presence of non-independent directors and members of the management and all the independent directors shall strive to be present at such meeting.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 and the Rules made thereunder and are independent of the management. The Independent Directors have confirmed that they have complied with the Company''s Code of Business Conduct & Ethics.

There was a change in the composition of Board during the current financial. Such change has been stated herein below-DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

Sl. No.	Name	Designation	Date of Appointment	Date of Resignation
1.	-	-	-	-

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

The Independent Directors of the Company have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014. The Nomination and Remuneration Committee had adopted principles for identification of Key Managerial Personnel, Senior Management including the Executive Directors.

Further, all the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. In terms of Regulation 25(8) of Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their liability to discharge their duties. Based on the declaration received from Independent Directors, the Board of Directors have confirmed that they meet the criteria of Independence as mentioned under Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations and they are independent of the management.

EVALUATION OF DIRECTORS, BOARD AND COMMITTEES

The Nomination and Remuneration Committee (NRC) of the Company has devised a policy for performance evaluation of the individual directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the provisions of the Act and the Listing Regulations and based on policy devised by the NRC, the Board has carried out an annual performance evaluation of its own performance, its committees and individual directors. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of Board and information provided to the Board, etc.

The performance of the committees was evaluated by the Board of Directors based on inputs received from all the committee members after considering criteria such as composition and structure of committees, effectiveness of committee meetings, etc.

Pursuant to the Listing Regulations, performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

A separate meeting of the Independent Directors was also held for the evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman of the Board.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

Equity Shares of the Company have been delisted from CSE w.e.f. 23^rd August 2023 vides CSE Notice No. CSE/LD/16346/2024 dated August 22, 2024, However, Equity Shares of the Company are continued to be listed on BSE and are available from trading or investment.

Apart from above, there have been no material changes and commitments affecting the financial position of the Company between the end of Financial Year and date of the report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors confirms that:

1. In the preparation of the annual accounts, for the year ended 31^st March 2024, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures, if any;

2. 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, 2024 and of the profit of the Company for the year ended on that date;

3. that the Directors have 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;

4. that the Directors had prepared the annual accounts on a going concern basis;

5. that 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; and

6. that 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.

BUSINESS RISK MANAGEMENT

As an NBFC, the Company is exposed to credit, liquidity and interest rate risk. On the other hand, investment in Stock Market, both in Quoted and Unquoted Shares, have the risk of change in the price and value, both in term of up and down and thus can affect the profitability of the Company.

Risk management is embedded in your Company''s operating framework. Your Company believes that managing risks helps in maximizing returns. The Company''s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee.

However the Company is not required to constitute Risk Management Committee under Listing Regulations, 2015. INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2023-24.

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates. The above policy has been posted on the website of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In Compliance of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle Blower Policy / Vigil Mechanism and has established the necessary vigil mechanism for Directors, Employees and Stakeholders of the Company to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The Company has disclosed the policy on the website of the Company i.e. www.primecapitalmarket.in

INFORMATION TECHNOLOGY

Innovation and Technology are synonymous with the Company. The investment in technology acts as a catalyst and enables the Company to be innovative.

AUDITORS Statutory Auditors

Messrs Rajesh Kumar Gokul Chandra & Associates, Chartered Accountants, Kolkata (FRN No. 323891E) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the 29^th Annual General Meeting (AGM) of the Members held on June 9, 2023 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors. Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017 effective from May 7, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has been withdrawn from the Statute. Hence the resolution seeking ratification of the Members for continuance of their appointment at this AGM is not being sought.

The Report given by M/s. Rajesh Kumar Gokul Chandra & Associates on the financial statement of the Company for the FY 2023-24 is part of the Annual Report. The Notes on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

There is no audit qualification, reservation or adverse remark for the year under review.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has re-appointed Mr. Sanjay Kumar Vyas, Company Secretaries in Practice (C. P. No. 21598) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report in the prescribed Form MR-3 is annexed in this Annual Report as Annexure II. Details of qualification, reservation or adverse remark have been provided on Page No. 28-30 in Form of MR-3 forming part of the Annual Report.

During the year, your Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

In addition to the above and pursuant to SEBI circular dated 8 February 2019, a report on secretarial compliance by Mr. Sanjay Kumar Vyas for the FY2023-24 has been submitted with stock exchanges.

Internal Auditors

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s. A. Bhattarchajee & Co., Chartered Accountant Firm, Kolkata (FRN - 333268E). The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Key Managerial Personnel are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is attached as Annexure III to this report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules thereunder, this is to certify and declare that there was no case of sexual harassment during the year under review. Neither there was a case pending at the opening of Financial Year, nor has the Company received any Complaint during the year.

STATUTORY INFORMATION AND OTHER DISCLOSURES

Since the Company is into the business of financing (NBFC activities) and investment activities in Shares and Securities; the information regarding Conservation of Energy, Technology Absorption, Adoption and Innovation, as defined under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is reported to be NIL.

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure ''V'' and forms an integral part of this Report. A statement comprising the names of top employees in terms of remuneration drawn and every persons employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure ''VI'' and forms an integral part of this annual report. The above Annexure is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136(1) of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Corporate Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Corporate Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the Company.

BUSINESS RESPONSIBILITY REPORT

As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges, the disclosure of Report under of Regulation 34(2) of the Listing Regulations is not applicable to the Company for the year under review.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

RBI DIRECTIONS

Your Company complies with the direction(s), circular(s), notification(s) and guideline(s) issued by the RBI as applicable to your Company as a systemically important non-deposit taking NBFC.

The Company has in place the system of ensuring compliance with applicable provisions of Foreign Exchange Management Act, 1999 and rules made thereunder.

PUBLIC DEPOSITS

During the period under review, your Company did not accept / renew any deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under and as such, no amount of principal or interest was outstanding as on the balance sheet date. Further, The Company did not hold any public deposits at the beginning of the year nor has it accepted any public deposits during the year under review.

MAINTENANCE OF COST RECORDS

The maintenance of cost records for the services rendered by the Company is not required pursuant to Section 148(1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014.

AUDITORS REPORT

The Notes on Financial Statement referred in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer for the Financial Year 2023-24.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees of Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

REPORT ON CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

GENERAL

During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to: (a) details relating to deposits covered under Chapter V of the Act; (b) issue of equity shares with differential rights as to dividend, voting or otherwise; (c) issue of shares (including sweat equity shares) to employees of the Company under any scheme; (d) raising of funds through preferential allotment or qualified institutions placement; (e) significant or material order passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future; (f) pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016; and (g) instance of one-time settlement with any bank or financial institution.

CAUTIONARY STATEMENT

Statements in this Directors'' Report and Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

APPRECIATION

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the Reserve Bank of India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, government and other regulatory

Authorities, stock exchanges, other statutory bodies, Company''s bankers, Members and employees of the Company for the assistance, cooperation and encouragement and continued support extended to the Company.

Your Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. Our employees are instrumental in helping the Company scale new heights, year after year. Their commitment and contribution is deeply acknowledged. Your involvement as shareholders is also greatly valued. Your Directors look forward to your continuing support.

---

Mar 31, 2015

Dear Shareholders

The Directors have pleasure in presenting the 21st Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2015.

Financial Highlights

Your Directors regret to inform you that there was no commercial activity during the year under review as the entire Plant & Machinery and major part of the Building had got damaged in July, 2002 due to major fire in the factory premises. The insurance claim of Rs.5,29,51,550/- is still pending for decision with the Honorable National Consumer Dispute redressal Commission, New Delhi. How-ever, it has received an amount of Rs.439.13 Lacs in the protest a/c against the bank guarantee.

OPERATIONAL & PERFORMANCE REVIEW

How-ever, your company has a miscellaneous income of Rs.3.24 Lacs against a trading income of Rs. 167.24 Lacs during the previous year. Barring some un-foreseen circumstances, your directors are hopeful to give better results in terms of sales/ profits in the years to come.

SUBSIDIARY COMPANY

During the year ended 31st March, 2015, the Company did not have any subsidiary company.

FIXED DEPOSITS

The Company has not accepted or renewed any deposit from the public during the year under review pursuant to the provisions of Companies Act, 2013 and rules made there under.

DIVIDEND

Keeping in view the non availability of the profits, your Directors do not recommend any dividend for the year under review.

APPOINTMENT OF KEY MANAGERIAL PERSONS (KMPs) AND INDEPENDENT DIRECTORS

The Board of Directors of the Company in their meeting held on 29th May 2014 have re-designated Sh. Rajev Gupta, Director as Chief Executive Officer (CEO) of the Company and Mr. Narinder Chutani as Chief Financial Officer (CFO) of the Company w.e.f. 01st April 2014 under the provisions of section 203 of the Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further shareholders of the Company in their 20th Annual General Meeting held on 30th September 2014 have appointed Shri Harbhajan Singh (DIN-01112511), Shri Satwant Singh (DIN-00017621) and Shri Jai Kumar (DIN-00399728) as Independent Directors of the Company for five consecutive years w.e.f. 30th September 2014 in terms of provisions of section 149, 152, Schedule IV and other applicable provisions, if any of Companies Act 2013 read with Companies {Appointment and Qualification of Directors) Rules 2014.

DIRECTORS

During the year under review, Mrs. Radhika Gupta was appointed as the Additional Director on the Board of the company w.e.f 21st January, 2015 and shall hold the office of director upto the date of the forthcoming Annual General Meeting unless appointed regular director liable to retire by rotation. Your directors recommend the appointment of her as regular director. The Company has received requisite notice from a member proposing her candidature for appointment as a Director.

In accordance with the provisions of the Companies act, 2013 read with the Rules made there under and articles of association of the company, Mr. Jai Kumar and Mr. Rajev Gupta, Directors retire at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

STATUTORY AUDITORS

At the 20th Annual General Meeting of Company held on 30th September 2014, held on M/s Viney Goel & Associates, Chartered Accountants, were re-appointed as Statutory Auditors of the Company, for a period of one year in accordance with the provisions of section 139 of Companies Act 2013 read with Companies (Audit & Auditors) Rules 2014.

The Company has obtained a Letter of Eligibility in terms of provisions of section 139 of the Companies Act 2013 read with Companies (Audit & Auditors) Rules 2014 from M/s Viney Goel & Associates, Chartered Accountants, to the effect that their re-appointment, if made, would be in accordance of provisions of section 141 of the Companies Act 2013 and Rules made there under and that they are not disqualified for such appointment within the meaning of section 141 of the Companies Act, 2013, the Chartered Accountants Act 1949 and rules & regulations made there under. In terms of provisions of Section 139 of Companies Act, 2013, the appointment of Statutory Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Viney Goel & Associates, Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders.

COST AUDIT

Pursuant to provisions of section 148 of Companies Act 2013 & Rules made there under, your Company is, not now covered under these provisions.

AUDITOR'S REPORT

Observations made in the Auditor's Report are self explanatory and therefore do not call any further explanation.

SECRETARIAL AUDIT

Shri Ramesh Bhatia, Practicing Company Secretary has been appointed by the Board to conduct Secretarial Audit under provisions of section 204 of the Companies Act 2013. The Secretarial Audit report is annexed with the Director's Report as Annexure II. There is no qualification in secretarial audit report.

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

Energy conservation continues to be an area of major emphasis in your Company. Efforts are made to optimize the energy cost while carrying out manufacturing operations. As required by the provisions of section 134 of the Companies Act, 2013, the relevant information regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given in the Annexure-1 forming part of this report.

STATUTORY DISCLOSURES

None of the Directors of the Company are disqualified under the provisions of section 164 of the Companies Act 2013. The Directors have made the requisite disclosures, as required under the Companies Act 2013 and Clause 49 of the Listing Agreement.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance. The Company has complied with the Corporate Governance requirements as stipulated under Clause 49 of the Listing Agreement. Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance together with certificate from the statutory auditors forms part of the Corporate Governance is annexed to this report.

DIRECTOR'S RESPONSIBILITY STATEMENT

- Pursuant to the provisions of section 134(B)(c ) of the Companies Act, 2013, it is hereby confirmed that:-

(a) in the preparation of annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed and that there are no material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit or loss of the Company for the year ended on that date;

(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 accounts 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 are operating effectively.

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequately and operating effectively.

EXTRACT OF ANNUAL RETURN

The details forming part of extract of the Annual Return is given in Form MGT-9 in Annexure - 3.

NUMBER OF BOARD MEETINGS

During the financial year 2014-15, five board meetings were held. The meetings were held on 29th May, 30th July, 05th September, 15th October 2014 and 21st January, 2015. As stipulated by Code of Independent Directors under Companies Act 2013 and under Listing Agreement, a separate meeting of independent directors was held on 27th March 2015. The other relevant details of Board meetings and the attendance of the Directors etc. is given under Corporate Governance Report annexed with Director's Report.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteria of independence as provided in sub-section (6).

PARTICULARS OF LOAN, GURANTEES OR INVESTMENIS UNDER SECTION 186

Details of Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are given in the notes to the financial statements provided in this Annual Report.

RELATED PARTY TRANSCATIONS

There are no related party transactions made by the Company with the Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Being an equal employment opportunity company and to ensure that every employee of the Company is treated with dignity & respect and as mandated under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place a formal policy for Prevention of Sexual Harrassment of Employees at Workplace.

MATERIAL CHANGES FROM END OF FINANCIAL YEAR TILL DATE OF REPORT

There are no material changes and commitments, 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 other than those disclosed in the financial statements

RISK MANAGEMENT POLICY

Risk management is a continuous process across the organization designed to identify, assess and frame a response to threats that affect the achievement of is objectives. It enables management to prepare for risks before they devolve to improve the operational effectiveness. Therefore considering the same, Company's Risk Management Policy includes three key elements:

I Risk Assessment

I. Risk Management and Risk Mitigation

II. Risk Monitoring

Risks are analyzed, considering likelihood and impact, as a basis for determining how they should be managed effectively.

POLICY ON DIRECTOR'S APPOINTMENT & REMUNERATION AND OTHER PRESCRIBED MATTERS

The Nomination and Remuneration Committee constituted by the Company functions in accordance with the terms of reference as set out under provisions of Clause 49 of Listing Agreement read with provisions of Section 178 of the Companies Act, 2013 & rules made there under.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As the company is not having profits the report may be treated as NIL

INTERNAL FINANCIAL CONTRORSYSTEM AND IS ADEQUACY

Your Company maintains an adequate and effective Internal Control system commensurate with is size and complexity. The Company has dedicated Internal Audit Department, Internal control systems provide, among other things, a reasonable assurance that transactions are executed with Management authorization and that they are recorded in all material respects to permit preparation of financial statements in conformity with established accounting principles and that the assets of your Company are adequately safeguarded against significant misuse or loss.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, there is no material order(s) passed by the regulators or courts or tribunal impacting the going concern status and company's operation in future.

DISCLOSURE REGARDING COMPANIES (SHARE CAPITAL AND DEBENTURE) RULES 2014

The paid up equity share capital of the Company as at 31st March 2015 comprises of 3873000 equity shares of Rs. 10/- each i.e. Rs. 3,87,30,000/-. As required under Companies (Share Capital and Debenture) Rules 2014, during the year under review, the Company has not issued equity shares with differential voting rights, sweat equity shares, preference shares, employee stock options and also not made any provision for purchase of is own shares by employees or by trustees.

DISCLOSURE REGARDING VOTING RIGHT NOT EXERCISED DIRECTLY BY THE EMPLOYEES

During the year under review, there is NIL disclosure as required under provisions of section 67(3) of Companies Act 2013.

AUDIT COMMITTEE

Audit Committee constituted by the Company functions in accordance with the terms of reference as set out under the provisions of Clause 49 of Listing Agreement read with provisions of Section 177 of Companies Act, 2013 & rules made there under and additional responsibilities assigned to it by Board of Directors of the Company. The Committee reviews the internal audit reports and findings of internal auditors along with the comments of management. The functions of the Audit Committee among others, include approving and implementing the audit procedures, effective supervision of financial reporting system Whistle Blower Mechanism, internal control and procedures, recommending appointment of Statutory Auditors, Cost Auditors to Board and also ensuring compliances with regulatory guidelines. The Board has constituted the Audit Committee comprises of following:

S. No. Name of Member Category

1. Mr. Harbhajan Singh, Member Independent/Non-Executive

2. Mr. Satwant Singh, Member Independent/Non-Executive

3. Mr. Jai Kumar, Member Independent/Non-Executive

The other relevant details of Audit Committee are given under Corporate Governance Report annexed with Director's Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted Whistle Blower Policy and has established the necessary mechanism for employees to report concerns about unethical behavior. This policy is reviewed quarterly by the Audit Committee to check the effectiveness of the policy.

PERFORMANCE EVALUATION OF BOARD OF DIRECTORS

During the year under review, the Board adopted a formal mechanism for evaluating is performance and as well as that of is committees, individual Directors, including the Chairman of the Board in compliance with the Companies Act 2013 and Clause 49 of Listing Agreement. The performance evaluation of various Board Committees constituted under Companies Act & Listing Agreement was made on the basis of their respective terms of reference, discharge of functions, governance etc. As stipulated by Code of Independent Directors under Companies Act 2013 and Listing Agreement, a separate meeting of independent directors was held on 21st January 2015 to review the performance of Non-independent directors including the Chairman and the Boards as a whole. The Independent Directors also reviewed the quality, content and timeliness of flow of information between Management and the Board.

Disclosure of Information's as required under rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel! Rules. 2014

The company has not paid any remuneration to the directors during the year ended on 31st March, 2015 as such necessary disclosures as required under rule 5(1) of Companies (Appointment and ' Remuneration of Managerial Personnel) Rules, 2014 is not given.

ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation to all of the Company's employees for their enormous efforts as well as their collective contribution to the Company's performance. The Directors would also like to thank shareholders, customers, dealers, suppliers, Financial Institutions, bankers, Government and all the other business associates for the continuous support given by them to the Company and their confidence in is management.

By order of the Board

Sd/- Sd/-

(Rajev Gupta) (Vivek Gupta)

Place : Karnal DIRECTOR DIRECTOR

Dated : 30.07.2015 DIN-00172828 DIN-00172835

---

Mar 31, 2014

Dear Shareholder(s),

The Directors have the pleasure in presenting their 20th Annual Report together with the audited accounts of the Company for the year ended on 31st March, 2014

WORKING RESULTS

Your Directors regret to inform you that there was no commercial activity during the year under review as the entire Plant & Machinery and major part of the Building had got damaged in July, 2002 due to major fire in the factory premises. The insurance claim of Rs.5,29,51,550/- is still pending for decision with the Honorable National Consumer Dispute redressal Commission, New Delhi. How-ever, it has received an amount of Rs.439.13 Lacs in the protest a/c against the bank guarantee.

How-ever, your company has operating revenues of only Rs.167.24 Lacs against a trading income of Rs. 2.09 Lacs during the previous year. Barring some un-forseen circumstances your directors are hopeful to give better results in terms of sales/ profits in the years to come.

DIVIDEND

With a view of non availability of the profits during the year, your directors do not recommended the payment of any dividend.

DEPOSITS

During the year under review, you company is having any loans outstanding. INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT. 1956.

The information in accordance with the provisions of Section 217(1) (e) of the companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption, information relating to activities pertaining to exports; initiatives taken to increase exports; development of new export markets for products and services; export plans; foreign exchange earnings and outgo is attached as Annexure I and forms an integral part of this report.

UNDER SECTION 2A

The information under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended may be treated as nil as no employee received remuneration in excess of the limits prescribed under the section.

UNDER SECTION 2AA

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in term of section 217 (2AA) of the Companies Act, 1956 :

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any.

2. 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 at the end of the financial year and of the loss of the Company for that year.

3. The proper and sufficient care has been taken 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 frauds and other irregularities.

4. The Annual accounts for the year ended 31st March, 2014 have been prepared on agoing concern basis.

AUDITORS

M/s Viney Goel & Associates, Chartered Accountants, the Company''s Auditors shall retire at the conclusion of the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. The Auditors have informed that their re-appointment, if made, shall be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956. The qualifications given by the Statutory Auditors regarding disputed excise duty were placed before the board and were discussed in detail. As the paragraphs are self explanatory, no further details are given here.

DIRECTORS

In accordance with the Mr. Vivek Gupta and Mr. Harbajan Singh retire by rotation and at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment. The company has also received notices under Section 160 of the Companies Act, 2013 from members proposing his candidature of Mr. Harbhajan Singh (DIN NO: 005305233) and Mr. Satwant Singh (DIN NO: 00530516) Directors, office of Independent Directors on the Board of the Company and to hold office for the five consecutive years for a term up to 29th July, 2019, not liable to retire by rotation.

CORPORATE GOVERNANCE REPORT

As per clause 49 of the Listing Agreement entered with the Stock Exchange, a separate report on Corporate Governance practices followed by the Company together with the certificate of the Statutory Auditors of the Company is attached as Annexure II of the report. ACKNOWLEDGEMENT

Your Directors would like to thank Banks, Central/State Government Departments for their continued support and assistance. Your directors would also like to thank all officers and employees of the company without whose efforts it could not have been possible to obtain the results.

By Order of the Board of Directors For Padam Cotton Yarns Limited,

Sd/- Sd/- Place : Karnal. Rajev Gupta Vivek Gupta Dated : 30th July, 2014. Director Director

---

Mar 31, 2013

Dear Shareholder(s),

The Directors have the pleasure in presenting their 19th Annual Report together with the audited accounts of the Company for the year ended on 31st March, 2013. WORKING RESULTS

Your Directors regret to inform you that there was no commercial activity during the year under review as the entire Plant & Machinery and major part of the Building had got damaged in July, 2002 due to major fire in the factory premises. The insurance claim of Rs.5,29,51,550/- is still pending for decision with the Honorable National Consumer Dispute redressal Commission, New Delhi. How-ever, it has received an amount of Rs.439.13 Lacs in the protest a/c against the bank guarantee.

How-ever, your company has operating revenues of only Rs.2.090 Lacs against a tradint income of Rs. 2.825 Lacs during the previous year, your directors are hopeful to give bette results in terms of sales/ profits''in the years to come.

DIVIDEND

With a view of non availability of the profits during the year, your directors do not recommended the payment of any dividend.

DEPOSITS

During the year under review, you company is having any loans outstanding.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT. 1956. The information in accordance with the provisions of Section 217(1) (e) of the companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption, information relating to. activities pertaining to exports; initiatives taken to increase exports; development of new export markets for products and services; export plans; foreign exchange earnings and outgo is attached as Annexure I and forms an integral part of this report.

UNDER SECTION 2A

The information under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended may be treated as nil as no employee received remuneration in excess of the limits prescribed under the section.

UNDER SECTION 2AA

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in term of section 217 (2AA) of the Companies Act, 1956:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any.

2. 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 at the end of the financial year and of the loss of the Company for that year.

3. The proper and sufficient care has been taken 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 frauds and other irregularities.

4. The Annual accounts for the year ended 31 st March, 2013 have been prepared on a going concern basis.

AUDITORS

M/s Viney Goel & Associates, Chartered Accountants, the Company''s Auditors shall retire at the conclusion of the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. The Auditors have informed that their re-appointment, if made, shall be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956. The qualifications given by the Statutory Auditors regarding disputed excise duty were placed before the board and were discussed in detail. As the paragraphs are self explanatory, no further details are given here.

DIRECTORS

In accordance with the Mr. Rajev Gupta and Mr. Satwant Singh retire by rotation and at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

CORPORATE GOVERNANCE REPORT

As per clause 49 of the Listing Agreement entered with the Stock Exchange, a separate report on Corporate Governance practices followed by the Company together with the certificate of the Statutory Auditors of the Company is attached as Annexure II of the report.

ACKNOWLEDGEMENT

Your Directors would like to thank Banks, Central/State Government Departments for their continued support and assistance. Your directors would also like to thank all officers and employees of the company without whose efforts it could not have been possible to obtain the results.

By Order of the Board of Directors

For Padam Cotton Yarns Limited,

Sd/- Sd/-

Place: Karnal. Rajev Gupta Vivek Gupta

Dated: 18th July, 2013. Director Director

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Mar 31, 2010

Your Directors take pleasure in presnting their 16th. Annual Report together with the Audited Accounts for the year ended 31 st March,2010.

FINACIAL RESULTS:

Your Directors regret to inform you that there was no commercial activity during the year under review as the entire Plant and Machinery and major part of the Building had got damaged in July, 2002 due to fire in the factory premises. However, the company has receipts from the other income only to the extent of Rs 1.38 Lacs as against Rs 2.20 lacs during the previous year. The insurance claim of Rs. 5,29,51,550/-is still pending for decision with the Honourable National consumer Dispute Redressal Commission, New Delhi. However, it has recieved an amount of Rs. 439.13 Lacs in the protest a/c against the bank guarantee.

DIVIDEND

In view of the non availability of the profits during the year under review, your Directors do not recommend any dividend.

Deposits

During the year under review, the company does not have any loans outstanding.

Information Pursuant to section 217 of the Companies Act. 1956; Under sub- section(1 )(e): Information with regard to power and fuel consumption, own generation, conservation of energy, absorption of technology and foregin exchange earning and outgo is enclosed as Annexure 1 and forms an integral part of the report.

Undersub-section(2A):

No employee was in receipt of remuneration in excess of the limits prescribed under the act whose particulars are required to be disclosed in this report.

Under sub section 2AA Directors Responsibility statement

To the best of their Knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of section217(2AA)oftheCompaniesAct 1956:

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

2. That such Accounting polices as mentioned in Schedule XI i.e. Annual accounts have been selected and applied consistently and judgements and estimates made that are reasonable and prudent so as to give a true and fair in view of the state of affairs of the Company as at 31 st. March, 2010 and of the Profit/loss of the Company for that Year.

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

A. Power and fuel consumption

1. Electricity 2008-09 2009-10

(a) Purchased Unit

Total amount Nil Nil

(Rs. In lacs) Rate/ Unit (Rs.)

(b) Own Generation (i) Through Diesel Generator. Units Nil Nil

Unir per Itr. Of Diesel oil. Cost/ unit (Rs) (ii)Through steam Turbine/ Generator Units Nil Nil

Ur it per Itr.of Fuel oil/Gas Cost/ unit(Rs.)

2. Coal Nil Nil Quantity (tonnes) Total Cost Average Rate(Rs.)

3. Furnace Oil Nil Nil Quantity(K.Ltr) Total amount Average Rate(Rs.)

4 Quantity(tonne al generation Nil Nil Total cost Rate/unit

B. Consumption per unit of production

Standards 2008-2009 2009-2010

1 2

Products (with details) unit KG.

Electricity Nil Nil

Furnace oil Nil Nil

Coal Nil Nil

Others Nil Nil



Technology Absorption

The Company did not import any technology. Information under this head may be taken as nil.

Foreign Exchange

A. Activities relating to exports Nil

B. Foreign exchange earning & outgo Nil

FOR AND ON THE BEHALF OF THAT BOARD For Padam Cotton Yarns Ltd.

Place : Karnal

Dated: 28th. July, 2010 Sc/-

(Rajev Gupta) Chairman-cum Whole-Time Director