Noble Polymers Ltd Management Discussions

1. INDUSTRY STRUCTURE AND DEVELOPMENTS The Indian financial services and capital market intermediation industry continues to undergo a period of rapid digital transformation and sustained regulatory evolution. Market participation by retail and institutional investors has broadened materially over the past several years, supported by rising financial literacy, the progressive shift of household savings from physical to financial assets, and the near-universal adoption of digital account opening, dematerialisation and settlement infrastructure.

1. INDUSTRY STRUCTURE AND DEVELOPMENTS The Indian financial services and capital market intermediation industry continues to undergo a period of rapid digital transformation and sustained regulatory evolution. Market participation by retail and institutional investors has broadened materially over the past several years, supported by rising financial literacy, the progressive shift of household savings from physical to financial assets, and the near-universal adoption of digital account opening, dematerialisation and settlement infrastructure.

At the same time, the operating landscape for boutique broking, distribution and financial consultancy firms has become considerably more competitive. The industry has consolidated around large, technology-led platforms operating at scale on thin unit economics, while compliance obligations imposed by the Securities and Exchange Board of India, the exchanges and the depositories have raised the fixed cost of remaining in the business. Smaller intermediaries have consequently been required either to specialise, or to reposition themselves in adjacent segments such as commodity intermediation, advisory and structured transaction support.

Your Company operates within the niche of securities and commodity broking and financial consultancy. The long-term structural growth of the Indian capital and commodity markets, the deepening of the agricultural and non-agricultural commodity derivatives segments, and the continued formalisation of trade financing remain the principal drivers of the sector in which the Company proposes to operate.

2. OPPORTUNITIES AND THREATS

Opportunities: The continuing shift of household savings from physical to financial assets, together with rising financial literacy, provides a substantial and as yet under-served market for advisory, distribution and broking services. The induction of promoter directors with domain experience in the agro-commodity trade opens the possibility of the Company entering commodity intermediation, procurement advisory and structured trade support, where the Companys objects clause already permits it to operate. The proposed enhancement of the limits under Section 186 of the Companies Act, 2013, including an express sub-limit for financial commitment outside India, would permit the Company to deploy surplus funds into strategic opportunities in India and abroad, subject to the applicable provisions of the Foreign Exchange Management Act, 1999 and the Overseas Investment Rules, Regulations and Directions, 2022. The proposed enhancement of the borrowing limits under Section 180(1)(c) would allow the Company to fund working capital and capital expenditure requirements as operations are activated, within a ceiling approved by the Members.

? Partnerships and referral arrangements with technology-led platforms offer a capital-light route to service delivery and client acquisition.

Threats:

? Strengthen and evolving compliance requirements imposed by the Securities and Exchange Board of India, the exchanges and the depositories entail high fixed operational and supervisory overheads that are disproportionately borne by smaller entities.

? The scale and pricing power of discount brokers and large institutional intermediaries exert continuing pressure on the margins available to boutique firms.

? Adverse macroeconomic conditions, commodity price volatility, tightening of liquidity and geopolitical developments can rapidly compress trading volumes, investment appetite and advisory mandates.

? Any expansion into overseas investment would expose the Company to foreign exchange risk, country risk and additional regulatory and reporting obligations.

? The absence of an established revenue stream limits the Companys ability to absorb a prolonged downturn without recourse to external funding.

3. SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE The Company operates in a single reportable segment, namely financial services, broking and consultancy, and within a single geographical segment, namely India. During the year under review, the Company did not record any revenue from operations. Accordingly, no separate segment-wise or product-wise performance data is required to be reported for the financial year 2025-26 in terms of the applicable Accounting Standard on segment reporting.

4. OUTLOOK The outlook of the management is cautious but constructive, and is centred on operational activation rather than on incremental growth from an existing base. Following the reconstitution of the Board with promoter representation, the immediate objective for the financial year 2026-27 is to establish a foundational and recurring revenue stream through targeted client engagements in the consultancy and commodity intermediation space, while maintaining strict discipline over the cost base.

In parallel, the Company proposes to seek the approval of the Members for enhanced limits under Sections 186 and 180(1)(c) of the Companies Act, 2013, and for the consolidation of its equity shares from a face value of ?5/- each to ?10/- each. The consolidation is intended to align the denomination of the Companys shares with the norm adopted by comparable listed entities and to rationalise the capital structure; it involves no change in the aggregate paid-up capital, no change in the proportionate holding or rights of any Member and no cash outflow. The Companys ability to give effect to these proposals remains subject to the receipt of the requisite shareholder, exchange, depository and, where applicable, regulatory approvals.

5. RISKS AND CONCERNS Operational risk: the principal concern is the continued absence of revenue-generating activity, which constrains the Companys ability to build operating leverage and to absorb fixed costs. Regulatory and compliance risk: any change in the framework governing intermediaries, or in the listing and disclosure obligations applicable to the Company, may necessitate rapid and costly adjustments to the business model and the compliance infrastructure. Capital and liquidity risk: sustaining operations in the absence of operating cash flow requires disciplined treasury management to ensure that the Company continues as a going concern. Concentration and execution risk: the proposed activation of operations depends on securing a limited number of initial mandates, and any delay in doing so would postpone the establishment of a revenue base. Foreign exchange and cross-border risk: to the extent the Company undertakes financial commitment outside India within the limits proposed to be approved by the Members, it will be exposed to currency, country and counterparty risk, and to the reporting obligations prescribed under the Foreign Exchange Management Act, 1999. Corporate action risk: the proposed consolidation of equity shares is subject to the approvals of BSE Limited and the Depositories, and to the fixing of a record date; any delay in obtaining such approvals would defer the implementation of the corporate action.

6. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company maintains a system of internal controls commensurate with its size and with the nature and scale of its present operations. The system is designed to provide reasonable assurance that assets are safeguarded against loss and unauthorised use or disposal, that transactions are executed in accordance with management authorisation and are duly recorded and reported, and that financial and accounting records are reliable for the preparation of financial statements and for the maintenance of accountability for assets.

The Audit Committee reviews the adequacy and effectiveness of the internal control systems and the observations of the Internal Auditor, and monitors the implementation of the recommendations made. Given the present level of operations, the emphasis of the control framework is on administrative integrity, segregation of authorisation and recording functions, treasury discipline and full and timely compliance with the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the other laws applicable to the Company. During the year under review, no material weakness in the design or operation of the internal control systems was observed.

7. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE The Company recorded no revenue from operations during the financial year under review. Total income for the year was ?33.68 lakhs, comprising entirely of other income, as against ?563.64 lakhs in the previous year. Total expenses for the year were ?194.43 lakhs as against ?178.26 lakhs in the previous year. The Company consequently reported a loss before and after tax of ?160.75 lakhs, as against a profit after tax of 319.66 lakhs in the previous year, and a basic and diluted loss per share of 2.48 as against earnings per share of 4.93.

The year-on-year movement is attributable principally to the non-recurrence of the other income recognised in the financial year 2024-25, against a broadly stable base of administrative, professional, statutory and listing-related expenditure incurred in maintaining the Company as a listed entity. Operational activity during the year remained minimal as the management concentrated on internal restructuring, cost rationalisation and compliance maintenance. The financial performance therefore reflects the fixed cost of maintaining the Companys corporate and listed status, and the management remains focused on minimising the cash burn while activating the core business.

On the balance sheet, total assets reduced from 840.51 lakhs as at 31st March, 2025 to 532.05 lakhs as at 31st March 2026, principally on the realisation of investments of 200.49 lakhs and of trade receivables of 116.00 lakhs. As at the close of the year, loans of 483.19 lakhs constituted approximately 91% of the total assets of the Company, with cash and cash equivalents of 10.32 lakhs and other current assets of 38.54 lakhs. Total liabilities reduced from 202.31 lakhs to 59.76 lakhs, and net worth stood at 472.29 lakhs as against 638.19 lakhs in the previous year. The Company remains substantially unleveraged, with borrowings of 39.83 lakhs.

8. SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS AND IN RETURN ON NET WORTH The details of significant changes, being changes of twenty-five per cent or more as compared to the immediately previous financial year, in the key financial ratios, together with the explanations therefor, are set out below:

Return on Net Worth: The return on net worth for the financial year 2025-26 was (34.04%) as against 50.09% for the financial year 2024-25, computed on the closing net worth of 472.29 lakhs and 638.19 lakhs respectively. The change is attributable to the loss of 160.75 lakhs recorded during the year under review as against a profit of 319.66 lakhs in the immediately preceding financial year, which in turn arose principally from the non-recurrence of the other income recognised in the previous year.

9. DISCLOSURE OF ACCOUNTING TREATMENT The financial statements of the Company for the financial year ended 31st March, 2026 have been prepared in accordance with the Accounting Standards notified under Section 133 of the Companies Act, 2013 read with the relevant Rules made thereunder and the other accounting principles generally accepted in India. The Company has not adopted any accounting treatment different from that prescribed by the applicable Accounting Standards, and accordingly no explanation is required to be furnished in that behalf.

10. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES AND INDUSTRIAL RELATIONS The Company recognises that human capital is central to long-term value creation. Having regard to the present scale of operations, the Company maintains a lean organisational structure, and the number of persons employed by the Company as at 31st March, 2026 was 1. There were no material developments on the human resources front during the year under review. Industrial relations remained cordial throughout the year, and the Company continued to comply with the applicable labour and employment legislation. The management remains committed to inducting specialised talent as and when business operations are scaled up.

11. CAUTIONARY STATEMENT The statements contained in this Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations and outlook may constitute forward-looking statements within the meaning of the applicable securities laws and regulations. Actual results may differ materially from those expressed or implied in such statements on account of factors beyond the control of the Company, including changes in economic and market conditions, changes in the regulatory framework governing the Companys activities, movements in commodity prices, interest rates and exchange rates, litigation and other incidental factors. The Company assumes no obligation to publicly amend, modify or revise any forward-looking statement on the basis of any subsequent development, information or event.

Date: 08/09/2026 PLACE: Ahmedabad

By the order of the Board For, NOBLE POLYMERS LIMITED

Sd/- Anjanaben Jitendra Patel Whole-time Director DIN: 07924729

Sd/- Mahesh Alabhai Odedra Additional Director DIN: 06377571