Pankaj Polymers Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present herewith the 33 Annual Report on the business and operations of the Company and the Audited Accounts for the year ended 31 March, 2025.

1. Financial Results and Operations

The summarized financial results for the year ended 31 March 2025 as compared with the previous year are as under:

Rs in Lakhs

S.No	Particulars	For the Year 2024-25	For the Year 2023-24
a.	Total Income	227.38	257.64
b.	Profit before Interest, Depreciation	16.73	23.98
c.	Less: Interest	21.16	26.93
d.	Less: Depreciation	9.11	11.26
e.	Profit before Tax	(13.54)	(14.21)
f.	Less: Provision for Income Tax	(0.60)	(1.43)
g.	Add: Deferred Tax	(0.33)	(1.36)
h.	Less: MAT Credit Entitlement	-	-
I.	Net Loss / Profit	(12.94)	(12.78)

The Revenue from operations for the year ended 31 March, 2025 is Rs 149.92 lakhs, as against Rs 176.30 lakhs for the previous year. The Company has registered a net Loss of Rs 12.94 lakhs as against net loss of Rs 12.78 lakhs for the previous year.

2. Nature of business

The company is engaged in the business of trading of plastic products and construction business. There has been no change in the nature of business during the year under review.

3. Dividend

In view of the losses incurred, your Directors do not recommend any dividend for the year under review.

3. Deposits from public

The Company has not accepted any fixed deposits, including from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on date of balance sheet.

4. Transfer to the Reserves

No amount was transferred to the Reserves for the year ending 31.03.2025.

5. Board of Directors and Key Managerial Personnel

(I). Composition of Board: The Company has an optimum combination of Executive and Non-Executive Directors. Half of the Board of Directors is Non-Executive Directors. The Board comprises of two Independent Directors.

(ii) Board and Committee positions: None of the Directors on the Board is a member of more than 10 committees or Chairman of more than 5 committees across all the Companies in which he is a Director. Necessary disclosures regarding committee positions in other public companies as at 31 March 2025 has been made by the Directors.

(iii) Directors retiring by rotation

Pursuant to the provisions of section 152 of the Companies Act, 2013 (the Act), the office of directorship of Shri Pankaj Goel and Shri Paras Goel is due for retirement by rotation at the ensuing 33 AGM of the company; and they being eligible, offer themselves for reappointment. The Board of Directors recommends their re-appointment.

(iv) Independent Directors

? The tenure of office (2 term) of Shri Manohar Ramawat and Shri Sandeep gupta ended on 28.09.2024 and 10.08.2025 respectively. Accordingly, they ceased to be directors pursuant to Section 149(11) of the Companies Act, 2013.

? Shri Devesh Gupta was appointed as an Independent Director of the company by the members w.e.f the 32 AGM of the company held on 28.09.2024 and he continues to be so.

? Shri Ashutosh Gupta was appointed as an Independent Director by the Board w.e.f 06.08.2025, subject to the approval of members at the ensuing 33 AGM. The Board of Directors recommends his appointment for the approval of members.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the Management.

(v) Details of appointment / re-appointment of Directors

The details relating to appointment/re-appointment of Directors as required under Regulation 36(3) of SEBI (LODR) Regulation, 2015 are provided in the Notice to the Annual General Meeting.

(vi) Key Managerial Personnel (KMP)

Pursuant to the provisions of section 203 of Companies Act, 2013, the KMP of the Company are:

(i) Shri Pankaj Goel, Managing Director;

(ii) Mr. T.Brahmaiah, Chief Financial Officer; and

(iii) Mr. Shashank Jain, Company Secretary and Compliance Officer

Further the following changes have occurred among the KMP of the Company:

1. Mr. T.Brahmaiah, Chief Financial Officer has tendered his resignation w.e.f 15.08.2025.

2. The Board has appointed Mr. P.Hari Krishna as Chief Financial Officer w.e.f 16.08.2025.

6. Board Meetings and Attendance

? Five (5) Board Meetings were held during the year 2024-25 on 23.05.2024, 27.05.2024, 10.08.2024, 11.11.2024 and 18.01.2025.

? The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and at the last Annual General Meeting and also the number of other directorships and committee memberships held by them are given below:

Name	Category	No. of Board Meetings held during the Year 2024-25		Whether attended last AGM held on 28 th September, 2024	No. of Director ships in other companies	No. of Committee positions held
		Held	Atten ded			Chairman	Member
Shri Pankaj Goel	Promoter / Executive	5	5	Y	3	Nil	2
Shri Paras Goel	Promoter/ Executive	5	5	Y	4	Nil	1
Shri Aman Goel	Promoter Executive	5	5	Y	1	Nil	Nil
Smt. Bhavani Gajulcfe	Non- Executive / Non- Independent	5	5	Y	Nil	Nil	1
Shri Manohar Ramavat	Non- Executive ? Independent	3	3	Y	1	3	Nil
Shri Sandeep Gupta	Non- Executive - Independent	5	5	Y	Nil	Nil	2
Shri Devesh Gupta	Non- Executive - Independent	2	2	NA	Nil	3	Nil

7. Statement on Declaration given by Independent Directors under sub-section (6) of Section

149 of the Act

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of Independence as provided in section 149(6) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

8. Evaluation of the Boards Performance

Pursuant to the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Board Committees.

The performance of individual Directors was evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of your Company, etc. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Independent Director being evaluated.

The Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and Committee meetings.

A separate meeting of the Independent Directors was held on 18 January, 2025 which reviewed the performance of Non-Independent Directors, the Board as a whole Chairman and the quality of the information and follow up action is being taken on suggestions made therein.

9. Familiarization Program for Independent Directors

The Company has formulated a familiarization program for the Independent Directors to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company.

10. Nomination and Remuneration Policy

The Company follows a policy on remuneration of Directors and Senior Management Employees. On the recommendation of the Nomination and Remuneration Committee, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other Employees pursuant to the provisions of the Act and the Listing Regulations which is available on the companys website.

The Company while deciding the remuneration package of the management takes into consideration the employment scenario, remuneration package of the industry, financial performance of the Company and talents of the appointee. The Executive Directors and Non-Independent Directors of the Company are not entitled to sitting fees..

Details of remuneration paid to the Executive Directors:

Name	Designation	Salary & Commission ( Rs )	Perquisites (Contribution to P.F) ( Rs )	Total ( Rs )
Shri. Pankaj Goel	Managing Director	6,00,000	-	6,00,000
Shri. Paras Goel	Jt. Managing Director	6,00,000	-	6,00,000
Shri. Aman Goel	Whole-time Director	-	-	-

Sitting Fees: Nil

11. Directors Responsibility Statement

In accordance with clause (c) of sub-section 3 of section 134 of the Companies Act, 2013, the Directors of the Company state:

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a. That in the preparation of the accounts for the financial year ended 31 March, 2025; the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

c. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. That the Directors have prepared the accounts for the financial year ended 31 March 2025 on a going concern basis.

e. That the Directors have laid down internal financial controls to be followed by the

Company and that such financial controls are adequate and operating effectively.

f. The Directors had devised proper systems to ensure Compliance with the provisions of all applicable Laws, and that such systems were adequate and operating efficiently.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2024-25.

12. Auditors

a) Statutory Auditors

The shareholders, at the 32 AGM held on 28.09.2024 have appointed M/s. Luharuka & Associates, Chartered Accountants, Hyderabad (Firm Regn. No. 01882S) as Statutory Auditors of the Company for a period of five years to hold office from the conclusion of the 32 AGM upto the conclusion of the 37 AGM of the company to be held in the calendar year 2029. Accordingly, they continue to be Auditors of the company.

The Auditors Report to the Shareholders on the accounts for the year under review does not contain any qualification, reservation or adverse remark.

b) Internal Auditors

M/s. Sandeep Jhawar & Associates, Chartered Accountants, were the Internal Auditors of your Company for the year under review. The Internal Auditors have submitted their reports to the Board of Directors on a quarterly basis.

c) Secretarial Auditors

The Board has appointed Mrs. N. Madhavi & Associates, Company Secretaries in Practice, to carry out the Secretarial Audit under the provisions of section 204 of the Act for the financial year 2024-25. The Report of the Secretarial Auditor is annexed to this report as

Annexure - A.

The Secretarial Auditors Report for the year under review does not contain any qualification, observation or adverse remark.

13. Particulars of Employees

No employee in the organization was in receipt of remuneration, which requires disclosure under section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

14. Corporate Governance

As per reg. 15(2) of SEBI (LODR) Regulations, 2015 provisions of Corporate Governance are not applicable to the Company for FY 2024-25. Relevant certificate forms part of this Annual Report.

15. Risk Management Policy

The Company has instituted a proper mechanism for identifying and establishing controls to effectively manage different kinds of risks. At present the threats, risks and concerns being felt are stiff competition in the market, consolidation of manufacturers, who have branded products and fluctuations in prices as well as availability of raw materials

16. Management Discussion & Analysis Report

Pursuant to the provisions of SEBI (LODR) Regulations, 2015 a report on Management Discussion & Analysis is herewith annexed as Annexure B to this report.

17. Whistle Blower Policy

The Company has in place a Whistle Blower Policy for Vigil Mechanism for Directors and Employees to report to the Management about unethical behaviour, fraud, and violation of Companys Code of Conduct. None of the personnel has been denied access to the Audit Committee.

18. Declaration about Compliance with Code of Conduct by Members of the Board and Senior Management Personnel

The Company has complied with the requirements about the Code of Conduct for Board members and Senior Management Personnel. A compliance certificate by the Managing Director forms part of this Report.

19. Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainee) are covered under the Policy. The following is a summary of sexual harassment complaints received and disposed off during each year:

a) No. of Complaints Received : NIL

b) No. of Complaints Disposed off : NIL

20. Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

Particulars pursuant to the provisions of Section 134 of Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are given in the Annexure C to this report.

21. Other Disclosures

i. Annual Return

An extract of Annual Return prepared in accordance with section 92(3) of the Companies Act, 2013 in Form MGT-9 is provided at https://pankajpolymers.com/annual-return.php.

ii. Change in Share Capital

There was no change in Share Capital of the company during the financial year 2024-25.

iii. Composition of Audit Committee

? The Audit Committee of the Company was constituted in line with the provisions of Section 177 of the Companies Act, 2013. The Audit Committee comprises of Shri Devesh Gupta, Independent Director as the Chairman, Shri Sandeep Gupta, Independent Director and Shri Pankaj Goel, Managing Director as the members.

? During the year under review, the Audit Committee met Four (4) times on 27.05.2024, 10.08.2024, 11.11.2024 and 18.01.2025. All the members were present at the meetings.

? The Board accepted all the recommendations made by the Audit Committee.

iv. Related Party Transactions

All Related Party Transactions are entered on Arms Length basis and are in compliance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

During the year under review, there are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for transactions which are foreseeable and repetitive in nature. A statement of all Related Party Transactions is presented to the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the transactions. Complete details mentioned in the Notes to accounts.

Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - D in Form AOC-2 to this report.

v. Loans/ Guarantees/ Investments under section 186 of Companies Act, 2013

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

22. Significant and material orders passed by Regulators or Courts

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

23. Adequacy of Internal Financial Control Systems with reference to Financial Statements

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal control systems comprising of policies and procedures designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and that all assets and resources as acquired are used economically.

24. Corporate Social Responsibility

The provisions of section 135 of the Act pertaining to Corporate Social Responsibility are not

applicable to the Company for the year under review.

25. Subsidiary / Joint Venture / Associate Companies

The Company does not have any subsidiary/joint venture companies. Details of Associate Companies/entities controlled by KMP are mentioned in MGT 9 i.e., Extract of Annual Return and financial statements.

26. Listing & Trading of companys shares

Your Companys shares are listed at The Bombay Stock Exchange (BSE) and the Annual Listing Fee for the year 2025-26 has been paid. The Companys shares are listed and traded at BSE with ISIN code INE698B01011 and Scrip Code is 531280.

27. Dematerialisation of shares

Your Companys shares have been made available for dematerialization through the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 31 March 2025, 94.64% of the companys shares have been dematerialized.

28. Material changes and commitments

Pursuant to the provisions of Sec 134(3)(l) of the Companies Act, 2013, the following changes have occurred between the end of the financial year and the date of this report:

The shareholders of the company have approved the following business through Postal ballot process:

(a) Sale of office premises of the company to a related party, in terms of section 180(1)(a) read with section 188 of the Act by way of a special resolution; and

(b) Sale of the companys share of building developed on land owned by the company, to a related party in terms of section 188 of the Act by way of an ordinary resolution

The above resolutions were effectively passed on 31.07.2025.

The complete details are available on the companys website viz., www.pankajpolymers.com

29. Compliance with Secretarial Standards

During the year under review, your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India as applicable.

30. Human Resource

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of employees is the driving force behind the Companys vision. Your Company appreciates the spirit of its dedicated employees.

31. Details of application made or proceeding pending under Insolvency and Bankruptcy Code, 2016

During the year under review, there were no applications made or proceedings pending in the name of Company under the Insolvency and Bankruptcy Code, 2016.

32. Details of difference between valuation amount on valuation and one-time settlement (OTS) while availing loan from Banks or Financial Institutions

During the year under review, there was no one time settlement of loans availed from Banks or Financial Institutions.

33. Cost records and cost audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable to the company.

34. Reporting of frauds by Auditors

During the year under review, there was no instance of fraud, misappropriation which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

35. Acknowledgements

Your Directors wish to express their appreciation for the cooperation and continued support received from the Companys Bankers. Your Directors also take this opportunity to place on record their appreciation for the dedicated services rendered and sense of commitment shown by the employees at all levels and their contribution towards the performance of the Company.

for and on behalf of the Board of Directors

Place: Secunderabad	Sd/-	Sd/-
Date: 06.08.2025	Pankaj Goel	Paras Goel
	Managing Director	Jt. Managing Director
	(DIN 00010059)	(DIN 00010086)