Pankaj Polymers Ltd Directors Report

To The Members,

Pankaj Polymers Limited

Your Directors have pleasure in presenting the 34^th Annual Report on the business and operations of the Company Report is made in compliance with Section 134 of the Companies Act, 2013 ("the Act") read with the together with the audited financial statements for the financial year ended 31^st March, 2026. This Companies (Accounts) Rules, 2014, the Secretarial Standard on Meetings of the Board of Directors (SS-1), and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI Listing Regulations"), to the extent applicable to the Company.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The financial performance of the Company for the financial year ended 31^st March, 2026, as compared with the preceding financial year, is summarised below. The financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

(Rs. in Lakh, except per share data)

Particulars	Year ended 31.03.2026	Year ended 31.03.2025
Revenue from operations	129.84	149.92
Other income	331.28	77.46
Total income	461.12	227.36
Purchase of traded goods	128.97	148.62
Changes in inventories
Employee benefits expense	18.27	21.50
Finance costs	17.35	21.16
Depreciation and amortisation expense	0.48	9.11
Other expenses	66.58	40.53
Total expenses	231.65	240.90
Profit / (loss) before tax	229.47	(13.54)
Current tax	16.20
Deferred tax	(7.13)	(0.33)
Income tax pertaining to earlier years	0.76	(0.27)
Total tax expense	9.83	(0.60)
Profit / (loss) for the year	219.64	(12.94)

 

Particulars	Year ended 31.03.2026	Year ended 31.03.2025
Other comprehensive income, net of tax	(7.21)
Total comprehensive income for the year	212.43	(12.94)
Earnings per equity share of Rs. 10 each Basic and Diluted (Rs.)	3.96	(0.23)

2. OPERATIONAL RESULTS AND THE STATE OF THE COMPANYS AFFAIRS

Revenue from operations for the year under review was Rs. 129.84 Lakh, against Rs. 149.92 Lakh in the preceding financial year, a decrease of 15.46%. The Company continued to be engaged in a single line of activity, namely the trading of plastic granules and other plastic products.

The Company recorded a profit before tax of Rs. 229.47 Lakh for the year, against a loss of Rs. 13.54 Lakh in the preceding financial year, and a profit after tax of Rs. 219.64 Lakh, against a loss of Rs. 12.94 Lakh. Earnings per equity share improved to Rs. 3.96 from Rs. (0.23).

Your Directors consider it necessary to state plainly the composition of that result. Other income for the year

221.63 Lakh on the disposal of the Companys property, plant and equipment, a profit of Rs. 43.45 Lakh on was Rs. 331.28 Lakh, against Rs. 77.46 Lakh in the preceding year and comprised principally a profit of Rs. the disposal of long-term investments, and interest income of Rs. 66.09 Lakh. Excluding other income, the operations of the Company returned a loss of Rs. 101.81 Lakh for the year, against a loss of Rs. 90.98 Lakh in the preceding year. The profit reported for the year is therefore attributable to the realisation of assets and not to an improvement in trading, and your Board reports it as such. A fuller discussion is set out in the Management Discussion and Analysis Report annexed as Annexure VI.

The Company discharged the whole of its borrowings during the year. Borrowings of Rs. 187.20 Lakh outstanding as at 31^st March, 2025 stood extinguished as at 31^st March, 2026, and the charges registered in favour of IndusInd Bank Limited were satisfied on 6^th August, 2025 and 27^th November, 2025 respectively. The net worth of the Company increased by 19.45% to Rs. 1,304.59 Lakh from Rs. 1,092.16 Lakh, wholly out of retained earnings.

3. TRANSFER TO RESERVES

Pursuant to Section 134(3)(j) of the Act, your Directors report that no amount has been transferred to the General Reserve during the year under review. The profit for the year of Rs. 219.64 Lakh has been carried to the Retained Earnings, the balance of which stood at Rs. 618.57 Lakh as at 31^st March, 2026 against Rs. 398.93 Lakh as at 31st March, 2025. Other Equity as at the close of the year aggregated Rs. 750.20 Lakh against Rs. 537.77 Lakh.

4. DIVIDEND

With a view to conserving the resources of the Company, and having regard to the fact that the profit for the year arises from the realisation of assets rather than from operations, your Directors do not recommend any dividend for the financial year ended 31st March, 2026.

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

Under Section 124 of the Act, any amount of dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to the Unpaid Dividend Account is required to be transferred to the Investor Education and Protection Fund. During the year under review there was no amount lying in the Unpaid Dividend Account of the Company which had remained unpaid or unclaimed for seven years, and consequently no amount was required to be transferred to the Fund. The provisions of Section 125 of the Act were not attracted.

6. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the business of the Company during the financial year under review. The Company continued to carry on the business of trading in plastic granules and other plastic products.

Howsoever, members have drawn the resolutions passed at the Extraordinary General Meeting held on

August 22, 2026, by which the objects clause of the Memorandum of Association was altered. Those resolutions were passed after the close of the financial year under review and are reported under the head

"Material changes and commitments" below.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF

THE COMPANY

Pursuant to Section 134(3)(l) of the Act, the following material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of this Report:

1. Change in the composition of the Board and of the Key Managerial Personnel. Mr. Pankaj Goel (Managing Director), Mr. Paras Goel (Jt. Managing Director), Mr. Aman Goel (Whole-time Director), Mrs.

Bhavani Gajula, Mr. Devesh Gupta and Mr. Ashutosh Gupta ceased to hold office as Directors, and Mr. P. Hari Krishna ceased to hold office as Chief Financial Officer, collectively on dated June 19, 2026. Mr. Mayank Chawla (DIN: 06391962), Mr. Vikas Garg (DIN: 07871975), Mr. Rahul Nagar (DIN: 09812836), Mrs. Richa Kathuria (DIN: 07632571) and Mr. Siba Narayan Panda (DIN: 09831293) were appointed as Additional Directors with effect from June 09, 2026, and Mr. Mayank Chawla was appointed as Chief Executive Officer with effect from the same date.

2. Regularisation of the appointment of Directors. The Members, at the Extraordinary General Meeting held on August 22, 2026, appointed the Additional Directors as Directors of the Company, and appointed

Mr. Mayank Chawla as Whole-time Director for a term of five years, on the terms set out in the notice of that meeting.

3. Preferential issue of equity shares and warrants. The Members, at the said Extraordinary General Meeting, approved the issue on a preferential basis of 8,55,000 equity shares of Rs. 10 each and 22,20,000 convertible warrants, each convertible into one equity share of Rs. 10, at an issue price of Rs.

81 per equity share and per warrant respectively.

4. Alteration of the Memorandum and Articles of Association, change of name and shifting of the registered office. The Members, at the said Extraordinary General Meeting, approved the alteration of the objects clause of the Memorandum of Association, a change in the name of the Company, and the shifting of the registered office of the Company from the State of Telangana to the National Capital Territory of Delhi.

Save as disclosed above and elsewhere in this Report, there have been no other material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

8. CHANGE IN CONTROL OF THE COMPANY

During the year under review the control of the Company changed hands. On 14^th January, 2026 the erstwhile promoters entered into a share purchase agreement for the sale of 32,23,627 equity shares, representing 58.15% of the voting share capital of the Company, at a negotiated price of Rs. 20 per equity share. A public announcement was made on the same date, and a detailed public statement was published on 22^nd January, 2026, in respect of an open offer under Regulation 3(1) and Regulation 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 for the acquisition of 14,41,414 equity shares, being 26% of the voting share capital, at a price of Rs. 40 per equity share. The letter of offer was despatched on 19^th February, 2026; the offer opened on 25^th February, 2026 and closed on 11^th March, 2026; and payment of consideration to the shareholders who tendered their shares was completed on 27^th March, 2026.

All disclosures required by the said Regulations and by Regulation 30 of the SEBI Listing Regulations were made to BSE Limited in the manner and within the time prescribed.

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS

Pursuant to Section 134(3)(q) of the Act read with Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, your Directors report that no significant or material order has been passed during the year under review by any Regulator, Court or Tribunal which would impact the going concern status of the Company or its

Members attention is nevertheless drawn to Note 35(a) to the financial statements, which records that the operations in future. Goods and Services Tax Department has raised a demand of Rs. 142.47 Lakh upon the Company in respect of the sale of leasehold property. The Company has preferred an appeal against the demand and has deposited Rs. 7.38 Lakh with the Department under protest by way of pre-deposit, which is carried under current assets. On the advice of its legal advisers that it has a fair chance of ultimately succeeding, no provision has been made in the books of account. The matter does not impact the going concern status of the Company.

10. DEPOSITS

The Company has neither accepted nor renewed any deposit falling within the purview of Chapter V of the

Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review, and no amount on account of principal or interest was outstanding as at 31st March, 2026. Accordingly, the particulars required by Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014 are not required to be given, and there is no deposit which is not in compliance with the requirements of Chapter V of the Act.

11. SHARE CAPITAL

Authorised share capital

The authorised share capital of the Company as at 31^st March, 2026 was Rs. 15,00,00,000 (Rupees Fifteen Crore only) divided into 1,50,00,000 equity shares of Rs. 10 each. There was no change in the authorised share capital during the year under review.

Issued, subscribed and paid-up share capital

The issued, subscribed and paid-up equity share capital of the Company as at 31^st March, 2026 was Rs. 5,54,39,000 (Rupees Five Crore Fifty-Four Lakh Thirty-Nine Thousand only) divided into 55,43,900 equity shares of Rs. 10 each. There was no change in the paid-up share capital during the year under review.

The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise, nor any sweat equity shares, nor any employee stock options, nor has it made any provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. Accordingly, the disclosures under Rules 4(4), 8(13), 12(9) and 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 are not required to be given.

Dematerialisation of shares

The equity shares of the Company are available for dematerialisation with National Securities Depository Limited and Central Depository Services (India) Limited under ISIN INE698B01011. As at 31st March, 2026, 94.66% of the paid-up equity share capital of the Company was held in dematerialised form.

12. LISTING OF SHARES

The equity shares of the Company are listed on BSE Limited, Mumbai, under Scrip Code 531280 and Scrip ID PANKAJPO. The Company has paid the annual listing fees for the financial year 2026-27 within the time prescribed.

13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint venture or associate company, and no company became or ceased to be a subsidiary, joint venture or associate of the Company during the year under review. Accordingly, the disclosures required by Rule 8(1) and Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014, and the requirement to prepare consolidated financial statements under Section 129(3) of the Act, are not attracted. The particulars of the enterprises over which the Key Managerial Personnel or their relatives exercised significant influence during the year are set out in Note 31 to the financial statements.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Composition of the Board

The Board of Directors of the Company as at 31^st March, 2026 comprised six Directors, namely Mr. Pankaj Goel (Managing Director), Mr. Paras Goel (Jt. Managing Director), Mr. Aman Goel (Whole-time Director), Mr. Bhavani Gajula (Non-Executive, Non-Independent Director), Mr. Devesh Gupta (Non-Executive, Independent Director) and Mr. Ashutosh Gupta (Non-Executive, Independent Director). The composition was in accordance with Section 149 of the Act, the Board comprising two Independent Directors, being not less than one-third of its total strength, and one woman Director.

The composition of the Board as at the date of this Report, following the reconstitution with effect from 9th

June, 2026, is set out in the Corporate Information page of this Annual Report.

(ii) Changes in Directors and Key Managerial Personnel during the year

The changes that occurred in the composition of the Board and among the Key Managerial Personnel during the financial year 2025-26, as required to be reported by Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014, are as follows:

Name	Designation	Nature of change	Effective date
Mr. Ashutosh Gupta (DIN: 08696039)	Independent Director	Appointment by the Board, subsequently approved by the Members at the 33rd Annual General Meeting	6th August, 2025
Mr. Sandeep Gupta (DIN: 05185175)	Independent Director	Cessation on the expiry of the second term of five consecutive years under Section 149(11) of the Act	10th August, 2025
Mr. T. Brahmaiah	Chief Financial Officer	Resignation	15th August, 2025
Mr. P. Hari Krishna	Chief Financial Officer	Appointment	16th August, 2025
Mr. Shashank Jain	Company Secretary & Compliance Officer	Cessation	21st October, 2025
Ms. Nupur Garg (ACS A19874)	Company Secretary & Compliance Officer	Appointment	10th January, 2026

changes that have occurred after the close of the year are reported under the head "Material changes and There was no other change in the composition of the Board of Directors during the year under review. The commitments" above.

(iii) Key Managerial Personnel

Pursuant to Section 203 of the Act, the Key Managerial Personnel of the Company as at 31st March, 2026 were Mr. Pankaj Goel, Managing Director; Mr. P. Hari Krishna, Chief Financial Officer; and Ms. Nupur Garg, Company Secretary and Compliance Officer.

(iv) Directors liable to retire by rotation

In terms of Section 152(6) of the Act, not less than two-thirds of the total number of Directors of a public company are liable to retire by rotation, of whom one-third, or the number nearest to one-third, must retire at every Annual General Meeting. Independent Directors are not liable to retire by rotation.

Accordingly, Mr. Rahul Nagar (DIN: 09812836) retires by rotation at the ensuing 34^th Annual General Meeting and, being eligible, has offered himself for re-appointment. The Board recommends his re-appointment. The particulars required by Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 are set out in Annexure B to the Notice convening the meeting.

(v) Declaration by Independent Directors

The Company has received from each of the Independent Directors a declaration under Section 149(7) of the Act confirming that he or she meets the criteria of independence prescribed by Section 149(6) of the Act and by Regulation 16(1)(b) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with the Code for Independent Directors set out in Schedule IV to the Act and with the Code of Conduct of the Company, and that they have registered themselves in the databank of independent directors maintained by the Indian Institute of Corporate Affairs in accordance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

(vi) Opinion of the Board on the Independent Directors appointed during the year

Pursuant to Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014, your Directors state that, in the opinion of the Board, Mr. Ashutosh Gupta, who was appointed as an Independent Director during the financial year under review with effect from 6^th August, 2025, is a person of integrity and possesses the requisite expertise, experience and proficiency to discharge the duties of an Independent Director. The Board has satisfied itself in that regard on the basis of his qualifications, his professional record, the declarations furnished by him and his registration in the databank maintained by the Indian Institute of Corporate Affairs.

15. MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met four (4) times during the financial year ended 31^st March, 2026. The intervening gap between two consecutive meetings did not exceed one hundred and twenty days, as required by Section 173(1) of the Act and paragraph 2.1 of Secretarial Standard-1. The requisite quorum was present at each meeting. The dates of the meetings and the attendance of the Directors are set out below.

Date of the meeting	Date of the meeting
9th May 2025	7th November 2025
6th August 2025	10th January 2026

 

Name of the Director	Category	Board meetings held during his/her tenure	Board meetings attended	Attendance at the 33rd Annual General Meeting held on 29.09.2025
Mr. Pankaj Goel	Managing Director	4	4	Yes
Mr. Paras Goel	Jt. Managing Director	4	4	Yes
Mr. Aman Goel	Whole-time Director	4	4	Yes
Mr. Bhavani Gajula	Non-Executive, Non- Independent	4	4	Yes
Mr. Devesh Gupta	Independent Director	4	4	Yes
Mr. Ashutosh Gupta	Independent Director	2	2	Yes
Mr. Sandeep Gupta	Independent Director (upto 10.08.2025)	2	2	Yes

16. COMMITTEES OF THE BOARD

The Board of Directors has constituted the following three Committees. Regulations 18, 19 and 20 of the SEBI Listing Regulations do not apply to the Company by reason of clause (a) of Regulation 15(2); the Committees are constituted, and their composition and functioning are governed, by Sections 177 and 178 of the Companies Act, 2013, which apply to every listed public company irrespective of its size.

(i) Audit Committee

The composition of the Audit Committee is in accordance with Section 177 of the Act. The Committee comprises three Directors, of whom two are Independent Directors, and all the members are able to read and understand financial statements. The Company Secretary acts as the Secretary to the Committee. The Committee met four (4) times during the year under review.

Name of the member	Category	Position	Meetings held during tenure	Meetings attended
1 Shri Devesh Gupta	Independent Director	Chairman	4	4
2 Shri Ashutosh Gupta	Independent Director (wef August 06, 2028)	Member	2	2
3 Shri Pankaj Goel	Managing Director	Member	4	4
4 Mr. Sandeep Gupta	Independent Director (upto 10.08.2025)	Member	2	2

The dates of the meetings of the Audit Committee held during the year were:

Date of the meeting	Date of the meeting
9th May 2025	7th November 2025
6th August 2025	10th January 2026

All the recommendations made by the Audit Committee during the financial year 2025-26 were accepted by the Board of Directors, and there was accordingly no instance requiring disclosure under Section 177(8) of The terms of reference of the Committee include the oversight of the Companys financial reporting process Act. and the disclosure of its financial information; the recommendation of the appointment, remuneration and terms of appointment of the auditors; the review of the annual and quarterly financial statements before their submission to the Board; the approval of, or any subsequent modification to, transactions with related parties; the scrutiny of inter-corporate loans and investments; the evaluation of internal financial controls and the risk management systems; and the review of the functioning of the vigil mechanism.

However, the following changes occurred:

On 28^th July, 2026, the Audit Committee was reconstituted as follows:

Name of the member	Category	Position	Meetings held during tenure	Meetings attended
1 Mr. Siba Narayan Panda	Independent Director	Chairman	-	-
2 Mrs. Richa Kathuria	Independent Director	Member	-	-
3 Mr. Vikas Garg	Non-executive Director	Member	-	-

(ii) Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee is in accordance with Section 178 of the Act. The Committee comprises three Non-Executive Directors, of whom not less than one-half are Independent Directors. The Committee met two (2) time during the year under review.

Name of the member	Category	Position	Meetings held during tenure	Meetings attended
1 Mr. Devesh Gupta	Independent Director	Chairman	2	2
2 Mr. Ashutosh Gupta	Independent Director	Member	1	1
3 Mrs. Bhavani Gajula	Non-Executive, Non- Independent Director	Member	2	2
4 Mr. Sandeep Gupta	Independent Director (upto 10.08.2025)	Member	1	1

The dates of the meetings of the Nomination and Remuneration Committee held during the year were:

Date of the meeting	Date of the meeting
06th August 2025	10th January 2026

The Committee identifies persons who are qualified to become Directors and who may be appointed in senior management, recommends to the Board their appointment and removal, formulates the criteria for determining the qualifications, positive attributes and independence of a Director, recommends the policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees, and carries out the evaluation of the performance of every Director.

However, the following changes occurred:

On 28^th July, 2026, the Nomination and Remuneration Committee was reconstituted as follows:

Name of the member	Category	Position	Meetings held during tenure	Meetings attended
1 Mrs. Richa Kathuria	Independent Director	Chairman	-	-
2 Mr. Siba Narayan Panda	Independent Director	Member	-	-
3 Mr. Vikas Garg	Non-executive Director	Member	-	-

(iii) Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted in accordance with Section 178(5) of the Act. The Committee comprises three Directors and is chaired by a Non-Executive Director. It considers and resolves the grievances of the security holders of the Company, including complaints relating to the transfer or transmission of shares, the non-receipt of the annual report and the non-receipt of declared dividends. The Committee met one (1) time during the year under review, on August 06, 2025.

Name of the member	Category	Position	Meetings held during tenure	Meetings attended
1 Shri Devesh Gupta	Independent Director	Chairman	1	1
2 Shri Pankaj Goel	Managing Director	Member	1	1
3 Shri Paras Goel	Jt. Managing Director	Member	1	1

During the year under review, the Investor Complaint status as at March 31, 2026:

Particulars	Status
1. Complaints were received from investors	NIL
2. Complaints that were resolved	NIL
3. Complaints that remain pending	NIL

However, the following changes occurred:

On 28^th July, 2026, the Nomination and Remuneration Committee was reconstituted as follows:

Name of the member	Category	Position	Meetings held during tenure	Meetings attended
1 Mr. Mayank Chawla	Non-executive Director	Chairman	-	-
2 Mr. Siba Narayan Panda	Independent Director	Member	-	-
3 Mr. Rahul Nagar	Non-executive Director	Member	-	-

17. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

Pursuant to paragraph VII of Schedule IV to the Act, a separate meeting of the Independent Directors, without the attendance of the Non-Independent Directors and of the members of the management, was held on February 20, 2026, during the financial year under review. At that meeting the Independent Directors reviewed the performance of the Non-Independent Directors and of the Board as a whole, reviewed the performance of the Chairperson of the Company taking into account the views of the Executive and Non-Executive Directors, and assessed the quality, quantity and timeliness of the flow of information between the management and the Board.

18. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND THE INDIVIDUAL DIRECTORS

Pursuant to Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and Schedule IV to the Act, the Board has carried out an annual evaluation of its own performance, of the performance of its Committees and of the performance of the individual Directors.

The evaluation was carried out on the basis of criteria approved by the Nomination and Remuneration Committee, which include, in relation to the Board, its composition and structure, the effectiveness of its processes and the adequacy of the information furnished to it; in relation to the Committees, the discharge of their respective terms of reference; and, in relation to the individual Directors, the level of engagement and contribution, the independence of judgement, the safeguarding of the interests of the Company and of its minority shareholders, and the exercise of the duties owed under Section 166 of the Act. The performance of the Independent Directors was evaluated by the entire Board excluding the Director being evaluated. The Board expressed its satisfaction with the evaluation process.

19. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has in place a programme to familiarise the Independent Directors with their roles, rights and responsibilities, with the nature of the industry in which the Company operates, with its business model and with the regulatory framework applicable to it. On appointment, an Independent Director is issued formal letter of appointment setting out the terms of his or her engagement and is furnished with the Companys policies and codes. The programme is available on the website of the Company at https://www.rupiafin.com/investors/.

20. NOMINATION AND REMUNERATION POLICY

Pursuant to Section 178(3) of the Act, the Board has, on the recommendation of the Nomination and Remuneration Committee, adopted a policy on the appointment and remuneration of the Directors, the Key Managerial Personnel and other employees, which lays down the criteria for determining the qualifications, positive attributes and independence of a Director and the manner in which the remuneration of the Directors, the Key Managerial Personnel and other employees is to be determined.

The salient features of the policy are that the level and composition of remuneration should be reasonable and sufficient to attract, retain and motivate persons of the calibre required; that the relationship of remuneration to performance should be clear and should meet appropriate performance benchmarks; and that remuneration should reflect a balance between fixed and incentive pay having regard to the short-term and long-term objectives of the Company. The Executive Directors and the Non-Independent Directors are not entitled to sitting fees. The policy is available on the website of the Company at https://www.rupiafin.com/investors/.

Your Directors affirm that the remuneration paid during the year under review was in accordance with the policy so adopted. The disclosures required by Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure II to this Report.

21. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, your Directors state that:

1. in the preparation of the annual accounts for the financial year ended 31^st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. the Directors have selected such accounting policies and applied them consistently, and have made judgements 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 31^st March, 2026 and of the profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

5. the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

6. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and were operating effectively.

22. CORPORATE GOVERNANCE

The paid-up equity share capital of the Company as on the last day of the previous financial year, that is as on 31st March, 2025, was Rs. 5.54 crore, and its net worth as on that date was Rs. 10.92 crore. Both figures being within the thresholds of Rs. 10 crore and Rs. 25 crore respectively, the Company falls within clause (a) of Regulation 15(2) of the SEBI Listing Regulations for the financial year 2025-26. Consequently, the provisions of Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A and 27 of the SEBI Listing Regulations, of clauses (b) to (i) and clause (t) of sub-regulation (2) of Regulation 46, and of paragraphs C, D and E of Schedule V, do not apply to the Company. A Corporate Governance Report does not accordingly form part of this Annual Report, nor is a certificate from a practising company secretary on compliance with the corporate governance conditions required, nor is the certification by the Chief Executive Officer and the Chief Financial Officer under Regulation 17(8).

The exemption does not extend to Regulation 34 and paragraph B of Schedule V the Management Discussion and Analysis Report which is annexed to this Report as Annexure VI; nor to Regulations 30, 36,

44, 45 and 46(2)(a) and (j) to (s); nor to Sections 177 and 178 of the Companies Act, 2013, which apply to every listed public company; nor to Section 188 and Form AOC-2; nor to Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; nor to Section 204 read with Rule 9 of the said Rules, under which the Secretarial Audit is conducted. The Company has complied with each of these.

Regulation 34(2)(f), which requires a Business Responsibility and Sustainability Report, applies to the top one thousand listed entities by market capitalisation. The Company is not among them and the Report is accordingly not applicable.

23. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Act are attracted where a company has, during the immediately preceding financial year, a net worth of Rs. 500 crore or more, a turnover of Rs. 1,000 crore or more, or a net profit of Rs. 5 crore or more. The Company satisfied none of these criteria during the financial year 2024-25, having recorded a net loss for that year, and the provisions of Section 135 of the Act relating to Corporate Social Responsibility are accordingly not applicable to the Company for the year under review. No amount was required to be spent, and there is no unspent amount required to be transferred to any fund specified in Schedule VII to the Act. The position is set out in Note 43 to the financial statements.

24. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

The particulars of the loans given by the Company are set out in the financial statements. As at 31^st March, 2026 the aggregate amount of loans outstanding was Rs. 1,236.27 Lakh, against Rs. 843.75 Lakh as at 31^st March, 2025. The Company did not give any guarantee or provide any security in connection with a loan to any other body corporate or person during the year under review, and did not acquire the securities of any other body corporate. The disclosure required by Section 186(4) of the Act is contained in Notes 31 and 33 to the financial statements.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES year under review were in the ordinary course of business and on an arms length basis.

They were placed All contracts, arrangements and transactions entered into by the Company with related parties during the before, and approved by, the Audit Committee under Section 177(4)(iv) of the Act, and were within the limits approved by the Members at the 33^rd Annual General Meeting held on 29^th September, 2025, at which an

Ordinary Resolution under Section 188 of the Act was passed authorising transactions with related parties for The transactions relating to the sale of the office premises of the Company and of the Companys share of the the period from that meeting until date of the next Annual General Meeting. building developed on land owned by the Company, both to a related party, were approved by the Members by postal ballot, the results of which were declared on 31^st July, 2025, by a Special Resolution under Section 180(1)(a) read with Section 188 of the Act in the first case and by an Ordinary Resolution under Section 188 of the Act in the second.

There was not at arms length, and none which may be regarded as material within the meaning of the Companys was no contract, arrangement or transaction with related party during the year under review which policy on related party transactions or as having a potential conflict with the interest of the Company at large.

The particulars of the contracts and arrangements with related parties referred to in Section 188(1) of the Act, in the form prescribed by Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are given in Form AOC-2 annexed to this Report as Annexure I. The disclosures required by Indian Accounting Standard 24 are contained in Note 31 to the financial statements. The policy on related party transactions is available on the website of the Company at https://www.rupiafin.com/investors/.

26. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE

FINANCIAL STATEMENTS

The Company has in place internal financial controls with reference to the financial statements which are adequate and commensurate with the nature of its business and the size and complexity of its operations. The business, adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of controls comprise policies and procedures designed to ensure the orderly and efficient conduct of the frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The internal financial controls are reviewed by the Audit Committee and by the Internal Auditors, whose reports are placed before the Audit Committee. The Statutory Auditors have, in their separate report on the internal financial controls over financial reporting annexed to their report on the financial statements, expressed an unmodified opinion that the Company has, in all material respects, an adequate internal financial controls system over financial reporting and that such controls were operating effectively as at 31^st March, 2026. Based on that framework, on the work performed by the Internal and Statutory Auditors and on the reviews carried out by the management and by the Audit Committee, the Board is of the opinion that the internal financial controls of the Company were adequate and effective during the financial year 2025-26.

27. RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Act, your Directors report that the Company has in place a risk management policy which provides for the identification, assessment, mitigation, monitoring and reporting of the risks to which the business is exposed. The Board reviews the risk profile of the Company, and the Audit Committee exercises oversight in the area of financial risk and internal controls. Regulation 21 of the SEBI Listing Regulations, which requires the constitution of a Risk Management Committee, does not apply to the Company.

The risks presently identified as material to the Company are competition in the trading of plastic granules and plastic products from both organised he global trade balance; concentration risk, the whole of the Companys and unorganised suppliers; the volatility of polymer prices, which are linked to crude oil prices and to revenue from operations during the year having been derived from a small number of counterparties; credit risk on the loans deployed by the Company; and regulatory risk, including the outcome of the demand raised by the Goods and Services Tax Department referred to in Note 35(a) to the financial statements.

Elements of risk which, in the opinion of the Board, may threaten the existence of the Company. The Board has considered this question specifically, as Section 134(3)(n) requires. The operations of the Company as presently constituted do not cover their costs: the trading business returned an operating loss of Rs. 101.81

Lakh for the year under review and of Rs. 90.98 Lakh in the preceding year, and the profit reported for the year deployment of the Companys resources into activity which earns a return, is in the opinion of the Board the arises from the realisation of assets. A continuation of that position over a sustained period, without element of risk which may threaten the existence of the Company. The Board is addressing it through the redeployment of capital approved by the Members at the Extraordinary General Meeting held on 22nd August, 2026. The Company remains free of borrowings and its net worth is unimpaired, and the financial statements have accordingly been prepared on a going concern basis.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

The particulars required by Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are set out in Annexure V to this Report.

29. AUDITORS

(i) Statutory Auditors

The Members, at the 32^nd Annual General Meeting held on 28^th September, 2024, appointed M/s. Luharuka & Associates, Chartered Accountants (Firm Registration No. 01882S), Secunderabad, as the Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of that meeting until the conclusion of the 37^th Annual General Meeting. They have audited the financial statements for the financial year ended 31st March, 2026.

M/s. Luharuka & Associates have since resigned with effect from 28.05.2026 and the Board of Directors, on the recommendation of the Audit Committee, appointed M/s. Shilpi Sharma & Co., Chartered Accountants (Firm Registration No. 021442N) at its meeting held on 24^th July 2026 to fill the casual vacancy so caused under Section 139(8) of the Act. The approval of the Members to that appointment, and their appointment for a fresh term of five consecutive years under Section 139(1) of the Act, are sought at Item No. 3 of the Notice convening the ensuing Annual General Meeting.

(ii) Secretarial Auditors

The Members, at the 33^rd Annual General Meeting held on 29^th September, 2025, appointed M/s. N. Madhavi & Associates, Practising Company Secretaries (Peer Review Certificate No. 5479/2024; Unique Code No. S2024TS964000), Hyderabad, as the Secretarial Auditors of the Company for a term of five consecutive years from the financial year 2025-26 until the financial year 2029-30, pursuant to Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report in Form MR-3 for the financial year ended 31^st March, 2026 is annexed to this Report as Annexure III.

(iii) Internal Auditors

Pursuant to Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014, the Board of Directors appointed M/s. Sandeep Jhawar & Associates, Chartered Accountants, Hyderabad, as the Internal Auditors of the Company for the financial year 2025-26. The Internal Auditors submitted their reports to the Audit Committee on a quarterly basis, and the scope, functioning, periodicity and methodology of the internal audit were reviewed by the Audit Committee in consultation with them.

(iv) Cost records and cost audit

The maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act, and the audit of such records, are not applicable to the products and services of the Company. Accordingly, no such accounts and records were required to be made and maintained during the year under review.

30. EXPLANATIONS OR COMMENTS ON THE OBSERVATIONS OF THE AUDITORS

The Independent Auditors Report on the financial statements for the financial year ended 31^st March, 2026 expresses an unmodified opinion and contains no qualification, reservation, adverse remark or disclaimer.

The Auditors have reported that there is no key audit matter required to be communicated in their report. The notes to the financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comment.

Your Directors nevertheless offer the following explanation in respect of the reporting made by the Auditors under Rule 11(g) of the Companies (Audit e Companies (Auditors Report) Order, 2020: and Auditors) Rules, 2014, and in respect of the matters reported in the Annexure to their report under th

1. Audit trail (Rule 11(g)). The Auditors have reported that the accounting software used by the Company for maintaining its books of account does not have the feature of recording an audit trail (edit log).

2. Loans granted (CARO paragraph 3(iii)). The Auditors have reported that, in respect of the loans granted by the Company aggregating Rs. 1,236.27 Lakh as at the year end, the schedule of repayment of principal and payment of interest has not been stipulated, and that they are accordingly unable to comment specifically on the regularity of repayment. The loans are repayable on demand. Your Directors state that the terms on which the loans were granted are not, prima facie, prejudicial to the interest of the Company, that there is no overdue amount, and that the Board will cause the terms of repayment to be documented in writing.

3. Statutory dues in dispute (CARO paragraph 3(vii)(b)). The Auditors have reported the demand of Rs. 142.47 Lakh raised under the Goods and Services Tax Act, 2017 in respect of the financial year 2019- 20, of which Rs. 134.79 Lakh remains unpaid, the matter being pending before the Commissioner of Customs and Indirect Taxes, Nagpur. The Company has preferred an appeal and has made a pre-deposit of Rs. 7.38 Lakh under protest. On legal advice, the Company considers that it has a fair chance of succeeding, and no provision has been made. The position is disclosed in Note 35(a) to the financial statements.

4. Cash losses (CARO paragraph 3(xvii)). The Auditors have reported that the Company incurred cash losses of Rs. 4.43 Lakh in the immediately preceding financial year. The Company did not incur a cash loss in the financial year under review.

Secretarial Auditors. The Secretarial Audit Report in Form MR-3 for the financial year ended 31^st March, 2026 does not contain any qualification, reservation, adverse remark or disclaimer.

31. REPORTING OF FRAUDS BY THE AUDITORS

During the year under review neither the Statutory Auditors nor the Secretarial Auditors reported to the Audit Committee, under sub-section (12) of Section 143 of the Act, any instance of fraud committed against the Company by its officers or employees, and no report in Form ADT-4 was filed with the Central Government. There is accordingly no matter requiring disclosure under Section 134(3)(ca) of the Act.

32. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company for the financial year ended 31st March, 2026 in Form MGT-7 is available on the website of the Company at https://www.rupiafin.com/investors/.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management Discussion and Analysis Report, prepared under the heads specified in paragraph B of Schedule V to the SEBI Listing Regulations read with Regulation 34(2)(e) thereof, is annexed to this Report as Annexure VI.

34. VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

Pursuant to Section 177(9) and (10) of the Act read with Rule 7 of the Companies (Meetings of Board and its

Powers) Rules, 2014, the Company has established a vigil mechanism for its Directors and employees to report Companys code of conduct. The mechanism provides for adequate safeguards against the victimisation ofgenuine concerns, including unethical behaviour, actual or suspected fraud and any violation of the persons who use it, and for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. No person has been denied access to the Audit Committee. The Whistle-Blower Policy is available on the website of the Company at https://www.rupiafin.com/investors/.

35. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct to regulate, monitor and report the trading by designated persons and their immediate relatives, and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, in accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code of Practices and Procedures for Fair Disclosure is available on the website of the Company. The Company has also put in place a structured digital database as required by Regulation 3(5) of the said Regulations.

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy for the prevention of sexual harassment at the workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which extends to all employees, whether permanent, contractual, temporary or trainees. The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee under Section 4 of the said Act. The summary of complaints, as required by Section 22 of that Act and by Rule 8(5) of the Companies (Accounts) Rules, 2014, is as follows:

Particulars	Financial year 2025-26
Number of complaints of sexual harassment received during the year	NIL
Number of complaints disposed of during the year	NIL
Number of complaints pending for more than ninety days	NIL
Number of complaints pending as at the end of the financial year	NIL

37. DECLARATION UNDER THE MATERNITY BENEFIT ACT, 1961

Pursuant to Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, inserted by the Companies (Accounts) Second Amendment Rules, 2025 notified by G.S.R. 357(E) dated 30^th May, 2025, your Directors state that the Company has complied with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder.

38. APPLICATIONS OR PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Pursuant to Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014, your Directors state that no application was made, and no proceeding was pending, in respect of the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review or as at the end of the financial year.

39. DIFFERENCE IN VALUATION ON ONE-TIME SETTLEMENT

Pursuant to Rule 8(5)(x) of the Companies (Accounts) Rules, 2014, your Directors state that the Company did not enter into any one-time settlement with any bank or financial institution during the year under review. The requirement to disclose the difference between the valuation made at the time of a one-time settlement and the valuation made while taking a loan is accordingly not attracted.

40. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors state that the Company has complied with the applicable provisions of the Secretarial Standard on Meetings of the Board of Directors (SS-1) and of the Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government, and that proper systems are in place to ensure such compliance and that those systems are adequate and operating effectively.

41. PARTICULARS OF EMPLOYEES AND REMUNERATION

The disclosures required by Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, together with the statement required by Rule 5(2) and Rule 5(3) of those Rules, are set out in Annexure II to this Report.

No employee of the Company was in receipt of remuneration in excess of the limits prescribed by Rule 5(2), that is Rs. 1.02 crore per annum where employed throughout the year or Rs. 8.50 lakh per month where employed for a part of the year. The statement of the names of the top ten employees in terms of the remuneration drawn, which Rule 5(2) requires irrespective of those limits, is given in Annexure II.

42. CREDIT RATING

The Company has not issued any debt security or other instrument for which a credit rating is required to be obtained, and no credit rating was obtained by the Company during the year under review.

43. GREEN INITIATIVES

In furtherance of the green initiative of the Ministry of Corporate Affairs and in accordance with Regulation 36 of the SEBI Listing Regulations, the Notice convening the ensuing Annual General Meeting and this Annual Report are being sent by electronic mode to those Members whose e-mail addresses are registered with the Company, the Registrar and Share Transfer Agent or the Depository Participants. Members who have not registered their e-mail addresses are requested to do so. The Notice and the Annual Report are also available on the website of the Company at www.pankajpolymers.com.

44. REGISTRAR AND SHARE TRANSFER AGENT

KFin Technologies Limited (SEBI Registration No. INR000000221), Selenium Tower B, Plot 31-32, Gachibowli Financial District, Nanakramguda, Hyderabad 500 032, Telangana, is the Registrar and Share

Transfer Agent of the Company. Members may address all correspondence relating to the transfer, transmission and dematerialisation of shares and to any change of address to the Registrar and Share Transfer Agent at einward.ris@kfintech.com or on the toll-free number 1800 309 4001.

45. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Industrial relations remained cordial and harmonious throughout the year under review. The Company had 2 employees on its rolls as at 31^st March, 2026. Your Directors record their appreciation of the commitment shown by the employees of the Company at all levels.

46. ACKNOWLEDGEMENTS

Companys bankers, its Registrar and Share Transfer Agent, its Statutory, Secretarial and Internal Auditors, Your Directors place on record their appreciation of the co-operation and support received from the and the regulatory and government authorities. Your Directors also record their appreciation of the dedication and commitment of the employees of the Company at all levels, and their gratitude to the Members for the confidence reposed in the Company.

	For and on behalf of the Board of Directors
	Pankaj Polymers Limited
	Sd/-	Sd/-
	Mayank Chawla	Vikas Garg
Date: September 07, 2026	Whole-time Director & CEO	Director
Place: Noida	DIN: 06391962	DIN: 07871975