Pearl Polymers Ltd Directors Report

TO THE MEMBERS,

Your Directors are pleased to present the 54th Annual Report of Pearl Polymers Limited ("the Company") for the financial year ended March 31, 2025.

FINANCIAL SUMMARY

The Companys financial performance for the financial year ended March 31, 2025 in comparison to previous financial year is summarized below:

(Rs. in Lakhs)

Particulars	2024-25	2023-24
Total Revenue	2516.81	2435.88
Total expenses	3043.94	2403.17
Profit/(loss) before exceptional items and tax	(527.13)	32.71
Less: Tax Expenses	(15.13)	(32.70)
Profit/Loss	(512.00)	65.41

The Financial Statements of the Company for the FY 2024-25, have been prepared in accordance with the

Indian Accounting Standards (‘Ind AS) notified under Section 133 of the Act, the Companies (Indian Accounting Standards) Rules, 2015 and recognised accounting practices, to the extent applicable. Accordingly, the Financial Statements for current year, including comparative figures of previous year are in accordance with the recognition and measurement principles stated therein.

STATE OF THE COMPANYS AFFAIRS/ CHANGES IN THE NATURE OF BUSINESS, IF ANY

During the year under consideration on Standalone basis your Company has achieved total Revenue of Rs.

2516.81 Lakhs as against Rs. 2435.88 Lakhs in the relevant previous financial year. There is a net loss of Rs. (512) Lakhs as compared to net profit of Rs. 65.14 Lakhs in the previous year.

ECONOMIC OUTLOOK, KEY CHALLENGES AND RESPONSE

The performance of the PET packaging industry is closely linked to the broader global economic environment.

Periods of economic growth or recession significantly influence consumer spending patterns, particularly on non-essential goods such as PET bottles and kitchenware. In recent years, Indias beverage and packaged food sectors have witnessed substantial growth, which in turn has driven increased demand for PET bottles and jars. This growth has been further supported by the convenience, affordability, and versatility of PET packaging. Government initiatives such as "Make in India" and "Atmanirbhar Bharat" (Self-Reliant India) have aimed to strengthen domestic manufacturing, offering growing environmental concerns and heightened awareness around plastic waste and pollution have placed pressure on the industry to adopt more sustainable and environmentally responsible practices. As PET is a form of plastic, manufacturers face the dual challenge of maintaining product quality while responding to calls for sustainability.

Advancements in materials, manufacturing technologies, and distribution models have the potential to significantly enhance industry competitiveness. There is an increasing demand for sustainable and circular solutions in the plastics sector, including the use of recycled materials, biodegradable alternatives, closed-loop recycling systems, and improved recycling and upcycling initiatives. The PET industry also remains highly sensitive to fluctuations in raw material costs, particularly petrochemicals, with rising input prices posing a threat to profitability.

Competition within Indias PET packaging market is intense, with numerous players striving to capture market share. Balancing competitiveness with sustainability goals presents a constant challenge. Manufacturers are required to invest in advanced machinery and technology to improve operational efficiency and reduce production costs.

Indias recovery in consumer spending is expected to be led by households with annual incomes exceeding one million rupees. Survey data on consumer sentiment suggests that while all income groups have been affected by recent economic disruptions, higher-income households have remained relatively resilient and continue to drive discretionary spending due to their better financial positions and savings.

Indias digital transformation has been notably accelerated by the COVID-19 pandemic. Even prior to the crisis, the e-commerce sector was gaining momentum, with consumers increasingly favoring online shopping over traditional retail. Post-pandemic, India has emerged as one of the fastest-growing e-commerce markets globally, with an estimated 330 million online shoppers.

Consumers now prefer purchasing a wide range of products online—from groceries and daily essentials to apparel and home goods. Items catering to extended periods at home have also seen a rise in demand. Consequently, numerous brands have been compelled to establish or enhance their online presence, leading to a significant increase in the number of Direct-to-Consumer (D2C) brands.

The evolving digital economy has made it more feasible for businesses to serve niche consumer segments efficiently. Furthermore, there has been a noticeable recognizing the advantages of engaging directly with consumers, rather than relying solely on third-party marketplaces, to establish private labels. Enhanced digital payment infrastructure, coupled with the demand for specialized products, has further propelled the growth of D2C enterprises.

At Pearlpet, we take immense pride in transforming Indian kitchens through the introduction of the first safe, transparent, unbreakable, and odorless plastic jars and bottles. Over the years, we have expanded our product portfolio to include stylish and sustainable options made from stainless steel, glass, biodegradable materials, and more. As a leading manufacturer of kitchen jars, containers, bottles, and storage solutions, Pearlpet has become synonymous with quality and customer satisfaction.

We are also proud pioneers in Indias primary food packaging segment, offering rust-free and long-lasting products. With a strong focus on continuous improvement and innovation, our dedicated R&D team drives the development of cutting-edge products that meet global standards. Our efforts have been recognized through numerous national and international accolades. Committed to sustainability, Pearlpet consciously designs and manufactures airtight, highly durable, and 100% recyclable products that cater to the evolving needs of modern consumers.

RESERVES

The Reserves and Surplus (excluding Revaluation Reserve) of the Company as on March 31, 2025 stood at Rs. 1538.86 Lakhs. No amount is proposed to be transferred to reserves during the year.

DIVIDEND

In view of the losses, the Board has not recommended any dividend on equity shares for the year under review

SHARE CAPITAL

The Companys Capital Structure remains unchanged during the financial year 2024-25.

MATERIAL CHANGES AFFECTING FINANCIAL POSITION BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT

There are no material changes and commitments that affect the financial position of the Company between date of closure of financial year and the date of this report.

MATERIAL ORDERS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There was no order passed by any regulatory authority or court or tribunal against the Company, impacting the going concern status and future operations of the Company.

DEPOSITS

Your Company has not accepted any deposits during the year under review, falling within the ambit of Section

73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 125 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority

(Accounting, Audit, Transfer and Refund) Rules, 2016, the amount of fixed deposit remaining unpaid /unclaimed for a period of seven years has been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government of India. Further, the Company has uploaded the necessary information in respect of the unclaimed amount on the website of IEPF viz. www.iepf.gov.in and on the Companys website at https:// pearlpet.net/about-us/#investor-relations

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility (CSR) as prescribed under Section 135 the Companies Act,

2013, were not applicable to the Company during the year under review. The policy of CSR is available on the website of the Company https://pearlpet.net/about-us/#investor-relations

HOLDING, SUBSIDIARY, ASSOCIATE OR JOINT VENTURE COMPANIES

The Company has no Holding, Subsidiary, Associate or Joint Venture Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, following changes took place in the Board and Key Managerial Personnel of your Company: i. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Varun Seth, Whole Time

Director of the Company retires by rotation at the ensuing Annual General Meeting, offers himself for re appointment. The brief resume of Mr. Varun Seth as required under the Listing Regulations and Secretarial Standards is provided in the Notice of the 54th Annual General Meeting of the Company. The requisite resolution pertaining to the re-appointment appears at the respective item of the Notice along with the Statement and is recommended to the Members for approval. ii. Mrs. Meera Johri, ceased to be the Independent Director of the Company as she completed her second tenure of 5 years as an Independent Director of the Company on 26th May, 2024. iii. Mrs. Anupama Mazumdar was appointed as a Non-Executive Independent director for a period of five (5) years commencing from May 27, 2024. The Company has sought approval of the members of the Company for her appointment by means of special resolution through Postal Ballot dated 18th April, 2024. iv. Mr. Ashish Harish Bhuva, ceased to be the Independent Director of the Company as he completed his second tenure of 5 years as an Independent Director of the Company on 27th September, 2024. v. Mr. Brej Behari Gupta was appointed as a Non-Executive Independent Director of the Company for a period of five (5) years commencing from September 28, 2024. The Company has sought approval of the members of the Company for his appointment in the 53rd Annual General Meeting.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They have stated that they are unaware of any circumstances that could impede their ability to fulfill their duties external influence. The terms and conditions of their appointment adhere to Schedule IV of the Act.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

In the opinion of theBoard,IndependentDirectorsfulfillthe conditions specifiedin the Act, Rules made thereunder and Listing Regulations and possess relevant expertise & experience and are independent of the management.

As of the report date, none of the Directors are disqualified, according to Section 164 of the Act, from being appointed as a Director.Acertificateverifying this, signed by the Practicing Company Secretary, is attached to the Corporate Governance Report, which forms an integral part of Annual Report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual Directors as per the formal mechanism for such evaluation adopted by the Board pursuant to Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of evaluation. Any member of the Board did not participate in the discussion of his/her evaluation. Performance evaluation of Independent Directors was carried out by the entire board, excluding the Independent Director being evaluated.

A meeting of the Independent Directors was also held, to review the performance of the Non-Independent Directors, the Board as a whole and the Chairperson on the parameters of effectiveness and to assess the quality, quantity and timeliness of the flow of information between the Management and the Board.

NOMINATION AND REMUNERATION POLICY

Your Company has adopted a Nomination and Remuneration Policy as required by Section 178 of the Companies Act, 2013, which provides for the appointment and removal of Directors, Key Managerial Personnel & senior management, board diversity and their remuneration including criteria for determining qualifications, positive attributes, independence of a director etc. The remuneration paid is as per the Policy. The details of such policy can be viewed on the Companys website https://pearlpet.net/about-us/#investor-relations.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 5 (Five) times during the financial year 2024-25, the details of which are given in the

Corporate Governance Report which forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

A separate meeting of the Independent Directors was also held to review the performance of Non-independent Directors and overall performance of the board.

AUDIT COMMITTEE

The Composition of Audit Committee of the Company is described in Corporate Governance Report as stipulated under Listing Regulations, which forms integral part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees or Investments, if any, covered under the provisions of Section 186 of the

Companies Act, 2013 are given in the notes to the Financial Statements.

RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL

The Company has in place a Risk Management policy that encompasses identification, assessment, monitor and mitigation risk across all levels and functions. The main objective of Policy is to proactively managing uncertainty and changes in the internal and external environment, to limit negative impacts and capitalize on opportunities, so as to ensure business stability. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis. There are no risks which in the opinion of the Board threaten the existence of the Company. Your Company has an Internal Financial Control System whichwasoperatingeffectivelyfor ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

INSIDER TRADING CODE

The details regarding insider trading code are given in the Corporate Governance section of the Annual Report. Your Company has also adopted a policy for determination of legitimate purposes in line with the PIT

(Amendment) Regulations, 2018 as a part of Code of practices and procedures of fair disclosures of unpublished price sensitive information.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company is committed to highest standards of ethical, moral and legal business conduct. The Company has a policy on whistle blower and vigil mechanism for providing a framework to promote responsible and secure whistle blowing. It protects Directors and employees wishing to raise a concern about serious irregularities within the Company. The Policy is available on the Companys website at https://pearlpet.net/about-us/#investor-relations.

During FY 2024-25, no complaint was received. Further, no individual was denied access to the Audit Committee for reporting concerns, if any.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL ACT), 2013

Your Company has a policy on prevention of Sexual Harassment in line with the requirement of Sexual

Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and has constituted the Internal Complaints Committee. All employees (Permanent, Contractual, Temporary, Trainees) are covered under this policy.

Number of Complaints Received, Solved and Pending during the year:

No. of Complaints of sexual harassment received in the year	No. of Complaints disposed off during the year	No. of cases pending for more than 90 days
	NIL

COMPLIANCE WITH THE PROVISION OF MATERNITY BENEFIT ACT, 1961

Your Company is committed to upholding the rights and welfare of its women employees and has complied with the provisions of the Maternity Benefit Act, 1961, and the rules made thereunder, as amended from time to time.

Your Company has also ensured a safe and supportive working environment, including provisions for creche facilities where applicable, in line with statutory requirements.

Your Company continues to remain in full compliance with the provisions of Maternity Benefit Act, 1961, and confirms that there have been no instances of non-compliance or adverse findings in this regard during the financial year under review.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure – ‘IV and forms an integral part of this Report. A statement comprising the names of top 10 employees and other details in terms of remuneration drawn in terms of Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms an integral part of this annual report but the said statement is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Act. However, the said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing AGM. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company on any working day of the Company up to the date of the ensuing Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars in respect of Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo as required under section 134 (3)(m) of the Companies Act, 2013, read with the rules there under, are provided in Annexure – ‘I to this report.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company, to the best of their knowledge and belief confirm that:

I. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

II. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at March 31, 2025 and of the profit and loss of the Company for that period; III. The Directors have taken proper and sufficientcare accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; IV. The Directors have prepared the annual accounts on a going concern basis; V. The Directors have laid down internal financial controls which were followed by the Company and such internal financial controls are adequate and were operating effectively; and

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

AUDITORS a) Statutory Auditors

Statutory Auditors and Auditors Report

The shareholders of the Company at 51st AGM held on September 29, 2022 had appointed M/s. Nikhil Goel & Associates (ICAI Registration No-020934C) (Now Goel Goyal & Co.), as the Statutory Auditors of the Company for a term of 5 years.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. There are no frauds reported in the reports of the Auditors as mentioned under subsection (12) of Section 143 of the Act. b) 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 Board of Directors appointed Ms. Rashmi Sahni (Certificate of Practice No. 10493) Practicing Company Secretary, to undertake the Secretarial Audit of the Company for FY 2024-25. Copy of Secretarial Audit Report is annexed as Annexure-‘II to this report.

The Secretarial Audit Report of your Company does not contain any qualification, reservation or adverse remark.

Further, the Board, Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure

Requirements) Regulation, 2015 and Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has proposed to appoint M/s. Abhishek Gupta & Associates, Company Secretaries (Firm Registration No. S2013DE223400) as the

Secretarial Auditor of the Company to conduct Secretarial Audit as per the provisions of the Companies

Act, 2013, for a period of five years from the conclusion of the ensuing 54th Annual General Meeting till the conclusion of the 59th Annual General Meeting of the Company. c) Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors of the Company appointed Sehgal Mehta and Co., Chartered Accountants, (ICAI Registration No 003330N) as the Internal Auditors of the Company, to conduct the Internal Audit functions and activities of the Company for the Financial Year 2024-25. d) Cost Auditor

The provisions regarding maintenance of Cost Records and conducting the Cost Audit as prescribed under section 148 of the Companies Act, 2013 are not applicable to the Company.

COMPLIANCE WITH THE INSTITUTE OF COMPANY SECRETARIES OF INDIA ("ICSI") SECRETARIAL STANDARDS

The Company has adhered to Secretarial Standards issued by the Institute of Company Secretaries of India on meetings of Board of Directors, its Committee(s) and General Meetings.

STATUTORY COMPLIANCES

The Board periodically reviews the mechanism put in place by the management to ensure the compliances with Laws and Regulations as may be applicable to the Company as well as the steps taken by the Company to rectify the instances of non-compliances, if any.

RELATED PARTY TRANSACTIONS

During the year, there were no transactions with related parties which were not at arms length and not in the ordinary course of business as per the provisions of section 188 of the Companies Act, 2013 or materially in conflict with the interests of the Company and that require an approval of the significant

Companys shareholders in terms of the Companies Act or SEBI Listing Regulations. Accordingly, the disclosure of the transactions in Form AOC-2 is not applicable to your Company.

All Related Party Transactions are placed before the Audit Committee and the Board for review and approval. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review on a quarterly basis. The detailed policy on Related Party Transactions is available on the website of the Company at https://pearlpet.net/about-us/#investor-relations. The details regarding Related Party Transactions are contained in the Notes to Financial Statements.

ANNUAL RETURN

Pursuant to Sec 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at Companys website at https:// pearlpet.net/about-us/#investor-relations.

CORPORATE GOVERNANCE REPORT

A Separate report on Corporate Governancealongwithcertificatefrom Ms. Rashmi Sahni, Practicing Company

Secretary confirming compliance with the requirement of Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015 as amended from time to time, forms an integral part of the Annual Report. PROCEEDING OR SETTLEMENT UNDER INSOLVENCY AND BANKRUPTCY CODE

During the reporting period, the Company was not subject to any proceedings under the Insolvency and Bankruptcy Code, 2016, nor were there any such proceedings pending as of the year-end.

ONE TIME SETTLEMENT AND VALUATION

During the year under review, the Company was not required to undertake any valuation or one-time settlement, as prescribed under Section 134 of the Act, read with Rule 8(5) of the Companies (Accounts) Rules, 2014.

CAUTIONARY STATEMENT

Statements in this report, particularly those which relate to Management Discussion & Analysis, describing the Companys objectives, projections, estimates and expectations may constitute ‘forward looking statements within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financialinstitutions, banks, Government authorities, customers, vendors and members during the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Companys executives, staff and workers.

Last but not least, your Directors wish to place on record their warm appreciation to you for your continuous support and encouragement.

	By Order of the Board of Directors
	Udit Seth
Place: New Delhi	Chairman & Managing Director
Date: 12th August, 2025	(DIN: 00005403)