The Directors have pleasure in submitting their 24^th Annual Report of the Company together with the Audited Statements of Accounts of the Company for the year ended on 31^st March, 2018.

1. FINANCIAL PERFORMANCE/HIGHLIGHTS:

During the year under review, the Company has incurred Profit of Rs. 22,84,860/-. Your Directors look forward to improve the financial position of the Company and are optimistic about the future growth and performance of the Company.

The summarized financial results of the Company for the period ended 31^st March, 2018 are as follows:

(Amount in Lakhs.)

2. CONSOLIDATED FINANCIAL STATEMENT

The Financial Statement of the Company for the Financial year 2017-18 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by Securities and Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the SEBI Regulation). The Consolidated Financial Statement has been prepared on the basis of the audited financial statement of the Company as approved by their respective Board of Directors. Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and Auditors report thereon form part of this Annual Report. The Financial Statements as stated above are also available on the website of the Company and can be accessed at the web link www.padmanabhindustries.com.

3. DIVIDEND

In view to conserve the resource of the Company, your Directors do not recommend any dividend for the year ended 31st March, 2018.

4. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has One (1) Subsidiary Company.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

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

6. CHANGE IN THE NATURE OF THE BUSINESS OF THE COMPANY

During the year, the Company altered its Main Object Clause of the Memorandum of Association of the Company through shareholders approval by postal ballot and the same became effective w.e.f. 11/11/2017. Through the said alteration, the Company added two new objects to its main object clause apart from the existing four.

7. ADOPTION OF NEW SET OF MOA

Pursuant to the shareholders' approval obtained through Postal ballot on 11^th November, 2017, the company has adopted new set of Memorandum of Association.

8. CHANGES IN SHARE CAPITAL OF THE COMPANY

During the period under review, the Authorised share capital of the Company has been increased from Rs. 5,00,00,000 (divided into 50,00,000 Equity share of Rs. 10 each) to Rs. 7,50,00,000 (divided into 75,00,000 Equity share of Rs. 10 each).

At present, the paid up Equity Share Capital of the Company is Rs. 6,07,75,000 /-(Six Crore Seven Lakh Seventy Five thousand rupees only). During the period under review, the company has issued 15,00,000 equity shares of Rs.10/- each at a price of Rs.61/- on private placement basis. Your Company does not have any ESOP scheme for its employees/Directors.

9. DEPOSITS

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

10. TRANSFER TO RESERVES

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

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

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which these financial statements relate and the date of this report.

12. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

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

13. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Board has formed the Risk Management Committee comprising of three directors as members (Mr. Ashish Shah, Mr. Hemal Shah and Mr. Sandip Gandhi) and the said committee looks after the risk management plan of the Company. The Committee has developed and implemented Risk Management Policy. However, in the opinion of the Board, the risks which may threaten the existence of the company are very minimal.

14. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. CONSERVATION OF ENERGY:

- the steps taken or impact on conservation of energy : Nil

i. the steps taken by the company for utilizing alternate sources of energy : None

ii. the capital investment on energy conservation equipments : Nil

B. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption : None

ii. t he benefits derived like product improvement, cost reduction, product development or import substitution : None

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a) the details of technology imported : None

b) the year of import : N.A.

c) whether the technology been fully absorbed : N.A.

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof : N.A.

iv. the expenditure incurred on Research and Development : Nil

C. FOREIGN EXCHANGE EARNING & OUTGO :

Foreign Exchange Earning: NIL Foreign Exchange Outgo : NIL

15. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

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

During the year, the Company has given loan and the details of such loan given are provided in note no.9 of the financial statements for the year ended on 31^st March, 2018. Further the Company has not made any investments during the period under review.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

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

18. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

i. a) Composition of Board;

b) Cessations:

During the year Mr. Bhavin S. Shah (DIN: 02216130) resigned from the post of Director of the Company w.e.f. 12^th December 2017.

Mr. MAUNISHKUMAR S. GANDHI, resigned from the post of company secretary of the company. w.e.f. 23 ^rd April, 2018.

c) Appointments during the year:

During the year Mr. Dhwanil Saumilbhai Bhavnagari (DIN: 07841269) was appointed as Director of the company w.e.f. 26^th September, 2017.

ii. RETIREMENT BY ROTATION

I n accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association of the Company, Mr. Dhwanil Saumilbhai Bhavnagari (DIN: 07841269) being liable to retire by rotation, shall retire at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. The Board recommends his reappointment.

iii. KEY MANAGERIAL PERSONNEL

As on the date of this report, the following persons are the Key Managerial Personnel(s) of the Company:

1. Mr. Ashish Mahendrabhai Shah, Chairman & Managing Director

2. Mr. Rameshbhai Harilal Shah, Chief Financial Officer

3. Mr. Devang K. Prajapati, Company Secretary (w.e.f. 11/08/2018)

iv. NUMBER OF BOARD MEETINGS

During the year under review, the Board duly met Nine (9) times on 26/05/2017, 10/07/2017, 17/07/2017, 10/08/2017, 09/10/2017, 11/11/2017, 12/12/2017, 09/01/2018, and 10/02/2018 in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

v. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD

Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The Board considers the recommendation made by Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each Board member's contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which the board papers and other documents are prepared and furnished.

vi. DECLARATIONS BY INDEPENDENT DIRECTORS & THEIR SEPARATE MEETING :

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

During the year under review the Independent Directors duly met pursuant to the provisions as specified in Schedule IV of the Companies Act, 2013 and the quorum was present throughout the meeting.

19. DIRECTORS RESPONSIBILITY STATEMENT :

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:—

a) in the preparation of the annual financial statements for the year ended on 31^st March, 2018, applicable accounting standards have been followed along with proper explanation relating to material departures, if any,

b) such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31^st March, 2018 and of the profit of the company for the year ended on that date,

c) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities,

d) The annual financial statements are prepared on a going concern basis.

e) proper internal financial controls are in place and that the financial controls are adequate and are operating effectively and

f) The systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

20. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:

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

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

During the financial year ended on 31^st March 2018, the Audit Committee met (4) Four times on 26/05/2017, 10/08/2017, 11/11/2017, and 10/02/2018.

21. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

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

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

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

22. NOMINATION AND REMUNERATION COMMITTEE

a) Composition of Nomination and Remuneration Committee:

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

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

Meetings of Nomination and Remuneration Committee:

During the year, one meeting of the Committee was held on 26/09/2017

23. Postal Ballot

During the year, pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (including any statutory amendment(s) or re-enactment(s) made thereunder), your Company passed the following resolution through postal ballot as per the details below

Date of Postal ballot Notice : 09/10/2017

Date of declaration of result : 13/11/2017

Voting period : 13/10/2017 to 11/11/2017

Date of approval : 11/11/2017

24. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of the following members:

Details of Investor's grievances/ Complaints:

All investor complaints received during the year were resolved. The pending complaints of the Shareholders/ Investors registered with SEBI at the end of the current financial year ended on 31^st March, 2018 are 5 (five). As on the date of this report, there are 1 (one) pending complaint.

Compliance Officer:

The Compliance officer of the Company is Mr. Devang K. Prajapati (w.e.f. 11/08/2018)

Meetings of the Committee

The Committee duly met One (1) time 31^st October, 2017.

25. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

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

26. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

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

27. AUDITORS

i. STATUTORY AUDITORS

M/s. Nitin K. Shah & Co., Chartered Accountants, the Statutory Auditors of the Company, were appointed at the 22^nd Annual General Meeting held on 30th August 2016 to hold office from the conclusion of Twenty second (22^nd) Annual General Meeting (AGM) till the conclusion of 27th Annual General Meeting to be held in the year 2021 (subject to ratification of their appointment at every AGM).

In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

There are no qualifications, reservations or adverse remarks made by M/s. Nitin K. Shah & Co., Chartered Accountants, the Statutory Auditors of the Company, in their report.

ii. SECRETARIAL AUDITOR

As per the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, our Company needs to obtain Secretarial Audit Report from Practicing Company Secretary and therefore, M/s Vishwas Sharma & Associates, Company Secretaries had been appointed to issue Secretarial Audit Report for the period ended on 31st March 2018.

Secretarial Audit Report issued by M/s Vishwas Sharma & Associates, Company Secretaries in Form MR-3, attached and marked as "Annexure B", for the period under review forms part of this report. The said report does not contain observation or qualification.

iii. COST AUDITORS

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

28. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure “C" and is attached to this Report.

29. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided in the Report as no remuneration is paid to any of the directors of the company nor any employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

30. CORPORATE GOVERNANCE

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

31. 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 Listing Regulations is given as an annexure to this report.

32. FINANCIAL CALENDAR

The Company expects to announce the unaudited/audited quarterly results for the year 2018-19 as per the following schedule:

First quarter : 2^nd week of August, 2018

Half-yearly results : 2^nd week of November, 2018

Third quarter : 2^nd Week of February, 2019

Yearly Results : By end of May, 2019

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Sd/-

Ashish M. Shah

Date : 11/08/2018 Chairman cum Managing Director

Place : Ahmedabad (DIN: 03129204)