Dutron Polymers Ltd Directors Report

To

The Members,

DUTRON POLYMERS LIMITED

Your Directors are pleased to present the 45th Annual Report along with the audited financial statements of the Company for the financial year ended on 31st March, 2026.

OPERATING RESULTS AND BUSINESS

Particulars	2025-26( in Lakh)	2024-25 ( in Lakh)
Profit before Depreciation & Taxation	444.31	466.81
Depreciation	93.42	113.83
Provision for Taxation	80.64	(81.98)
Exceptional Items	--	-
Net Profit after Tax	270.25	272.36
Proposed Dividend	90.00	90.00
Transfer to General Reserve	50.00	50.00

FINANCIAL PERFORMANCE

During the financial year 2025-26, the Company achieved sales revenue of 92.51 Crores, lower than previous year. Profit before Depreciation & Taxation was lower by 22.5 Crores. Net Profit, however has been marginally lower by 2.09 Lakh. Your Directors aim and expect better financial results in forthcoming years.

DIVIDEND

Your Directors are pleased to recommend a final dividend of 1.50 (Previous Year1.50) per equity share of 10 each (15%) for the financial year ended 31st March, 2026. This dividend, subject to approval by shareholders at the Annual General Meeting, will be paid to eligible shareholders. Members are requested to refer to Note 9 of the AGM Notice for additional details.

INSURANCE

All assets of the Company including buildings, plant & machinery, and inventories are adequately insured against foreseeable risks.

DIRECTORATE

In accordance with the provisions of Section 152 of the Companies Act, 2013, Shri Rasesh H. Patel (DIN: 00226388) will be liable for retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.

SECRETARIAL STANDARDS

The Directors confirm that the Company has complied with the applicable Secretarial Standards (SS-1 and SS-2) issued by the Institute of Company Secretaries of India relating to Board Meetings and General Meetings.

FORMAL EVALUATION STATEMENT

Pursuant to Section 134(3)(p) of the Companies Act, 2013, the Company has carried out an annual performance evaluation of the Board, its Committees, and the individual Directors. The framework includes criteria such as strategic inputs, contribution to discussions, independence of judgment, commitment, and leadership. The evaluation process was carried out in a fair and transparent manner.

AUDITORS

M/s Krutesh Patel & Associates, Chartered Accountants, (Firm Registration No. 100865W), continue as the Statutory Auditors of the Company. Their term is valid until the conclusion of the 46th Annual General Meeting. The requirement for ratification of their appointment at each AGM has been dispensed with pursuant to the Companies (Amendment) Act, 2017.

INTERNAL AUDITOR

Darshit Oza & Associates, Chartered Accountants, Ahmedabad has been appointed as Internal Auditor of the Company for the Financial year 2025-26.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2025-26, there is no change in the constitution of Directors of the Company.

During the financial year 2025-26, Ms. Roopa Shah resigned from the post of Company Secretary and Compliance Officer w.e.f. 13th May, 2025. The Board had, in her place appointed Mrs. Niharika Modi as Company Secretary and Compliance Officer of the Company since 2nd August, 2025.

DETAILS OF SIGNIFICANT ORDERS PASSED BY REGULATORS OR COURTS

Certain legal proceeding before the Honble National Company Law Tribunal (NCLT) continued during the financial year 2025-26 under review. However, the final order has not been issued by Honble NCLT bench yet.

DETAILS UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has established Internal Complaints Committee to redress the Complaints received from any women employee of the Company as required under the Provisions of the Act.

SECRETARIAL AUDITOR

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 appointed Jolly Krutesh Patel, Practising Company Secretary, Ahmedabad to undertake the Secretarial Audit of the Company for a term of 5 years commencing from 1st April, 2025and ending on 31st March, 2030 at the 44th AGM of the Company held on 23rd. September, 2025. The Secretarial Audit Report issued is appended to this Report as Annexure.- B.

AUDITORS REPORT

The observations made in the Auditors Report for the financial year 2025-26 are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT REPORT

In accordance with Section 204 of the Companies Act, 2013, the Board has appointed Ms. Jolly Krutesh Patel, Practicing Company Secretary (CP No. 21010), to conduct the Secretarial Audit for the year. The report in Form MR-3 is annexed herewith as Annexure - B. The report does not contain any adverse observations or qualifications requiring Boards explanation.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with Section 134(3)(c) of the Companies Act, 2013, your Directors confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards were followed and there were no material departures;

b) That such accounting policies were selected and applied consistently and judgments and estimates made were reasonable and prudent;

c) That proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with applicable laws;

d) That the annual accounts have been prepared on a going concern basis;

e) That internal financial controls were laid down and found to be adequate and effective;

f) That proper systems have been devised to ensure compliance with applicable laws and that such systems were adequate and operating effectively.

COST RECORDS

As per Section 148(1) of the Companies Act, 2013, the Company is required to maintain cost records and the same have been duly maintained and audited by a qualified Cost Accountant.

PARTICULARS OF EMPLOYEES

There were no employees during the year drawing remuneration in excess of the prescribed limits under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

RISK MANAGEMENT

To protect its long-term value, the Company operates under a formal risk management framework designed to systematically detect, analyse, and neutralize potential threats across four core areas: strategic direction, daily operations, financial stability, and legal compliance. The effectiveness of mitigation plans and emerging vulnerabilities are monitored regularly to adjust safety protocols.

RELATED PARTY TRANSACTIONS

All related party transactions entered during the year were in the ordinary course of business and on an arms length basis. The Company has not entered into any material transactions with related parties. The policy on dealing with related party transactions is available on the Companys website at: https://dutronindia.com/wp-content/uploads/Policy-on- Related-Party-Transactions.pdf. Members may also refer Note No. 34 to the Standalone Financial Statements.

CORPORATE GOVERNANCE

The Company follows best corporate governance practices. A detailed report along with the Auditors Certificate on compliance forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Regulation 34 of the SEBI (LODR) Regulations, 2015 forms an integral part of this Report and covers key financial and operational indicators, sectoral insights, opportunities and threats, outlook, and risk mitigation framework.

BOARD MEETINGS

During the year, 6 Board Meetings were held. Details of meetings and attendance are provided in the Corporate Governance Report.

COMMITTEES

The Company has duly constituted the Nomination and Remuneration Committee, Audit Committee and Stakeholder Relationship Committee (Shareholders/Investors Grievances Committee) in compliance with Sections 178 and 177 of the Companies Act, 2013, respectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Although the CSR provisions under Section 135 of the Companies Act, 2013 are not applicable, the Company supports community welfare on a voluntary basis when suitable opportunities arise.

LOANS, GUARANTEES OR INVESTMENTS

The Company has not granted any loans, given guarantees or made investments under Section 186 of the Companies Act, 2013 during the year.

INTERNAL FINANCIAL CONTROLS

The Company has robust internal financial controls. These controls are reviewed periodically and have been found to be adequate and effective.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013, a copy of the Annual Return for the financial year ended 31st March 2025 is available on the website of the Company.

INSOLVENCY AND VALUATION

No application has been made or is pending against the Company under the Insolvency and Bankruptcy Code, 2016. The Company has not done any one-time settlement with any bank or financial institution.

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy for directors and employees to report concerns about unethical behavior. The policy is available on the Companys website at: https://dutronindia.com/wp-content/uploads/Vigil- Mechamism-or-Whistle-Blower-Policy.pdf.

INTERNAL COMPLAINTS COMMITTEE

The Company is compliant with the provisions of the Sexual Harassment of Women at Workplace Act, 2013. No complaint was reported during the year.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Please refer Annexure - A to this Report for details on energy conservation, technology absorption, and foreign exchange earnings and outgo.

BUSINESS RESPONSIBILITY REPORT (BBR)

The SEBI (LODR) Regulations, 2015 mandate the inclusion of the BRR as part of the Annual Report for top 1000 listed entities based on market capitalization. Business Responsibility Reporting is not applicable to the Company.

ACKNOWLEDGEMENTS

The Directors thank the shareholders, customers, suppliers, bankers, employees, and business partners for their continued support and trust in the Company.