Polymechplast Machines Ltd Directors Report

To

The Members,

Polymechplast Machines Limited

Your Directors have pleasure in presenting their 39th Annual Report of the Company alongwith the Audited Financial Statements for the financial year 31st March, 2026.

1. STATE OF COMPANYS AFFAIRS AND FINANCIAL HIGHLIGHTS AND SUMMARY:-

The Companys Standalone and Consolidated Financial Highlights for the year ended 31st March, 2026 is summarized below:

(Amount in Lakhs)

	Standalone		Consolidated
Particulars	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	6,893.10	6,488.66	6,893.10	6,488.66
Other Income	493.45	75.61	493.45	75.61
Total Income	7,386.55	6,564.27	7,386.55	6,564.27
(Less): Total Expenses	(7,008.41)	(6,435.56)	6,952.71	(6,435.56)
Profit / (Loss) Before Tax	378.14	128.71	433.84	128.71
Tax Expenses: Add/(Less)
(i) Current Tax	(202.52)	(40.32)	(202.52)	(40.32)
(ii) Deferred Tax	134.46	32.78	134.46	32.78
(iii) Income Tax Adjustments
Relating to Earlier Year	(21.63)	(30.59)	(21.63)	(30.59)
Profit / (Loss) After Tax	288.45	90.58	344.15	90.58
(Less): Share of Associates Loss	-	-	(23.74)	(20.80)
Net Profit / (Loss) for the year	288.45	90.58	320.41	69.78
Other Comprehensive Income	6.73	0.59	6.73	0.59
Total Comprehensive Income	295.18	91.17	327.14	70.37
EPS (Basic & Diluted)	5.15	1.62	5.72	1.25

During F.Y. 2025-26, the Company recorded a steady improvement in its operating performance. Revenue from Operations increased to 6,893.10 Lakhs from 6,488.66 Lakhs in the previous year, registering a growth of 6.2%. Total Income stood at 7,386.55 Lakhs, compared with 6,564.27 Lakhs in F.Y. 2024-25.

Profitability improved significantly during the year. Standalone Profit Before Tax increased to 378.14 Lakhs from 128.71 Lakhs, while Profit After Tax increased to 288.45 Lakhs from 90.58 Lakhs. On a consolidated basis, Profit Before Tax stood at 433.84 Lakhs and Net Profit at 320.41 Lakhs, compared with 128.71 Lakhs and 69.78 Lakhs, respectively, in the previous year.

The improved financial performance was also reflected in earnings per share, with standalone EPS increasing to 5.15 from 1.62 and consolidated EPS increasing to 5.72 from 1.25.

Overall, the Company delivered a strong improvement in profitability and earnings during FY 2025-26, supported by growth in operations and higher other income.

2. TRANSFER TO GENERAL RESERVES:-

The Company is not required to transfer any amount to its reserves. Accordingly, no amount has been transferred to General Reserve of the Company during the year.

3. DIVIDEND:-

A. Dividend Distribution Policy:

The Board of Directors of the Company has formulated a Dividend Distribution Policy (‘the Policy) in accordance with the Regulation 43A of the Listing Regulations. The Policy is available on the Companys website and can be accessed at www.polymechplast.com.

B. Declaration and Payment of Dividend:

Considering the Companys financial performance, the Board is pleased to recommend a Dividend @ 10%, i.e. Rs. 1/- per Equity Share of face value Rs. 10/- each for the financial year ended 31st March, 2026. The Board has recommended such dividend based on the parameters laid down in the Policy and dividend will be paid out of the profits for the year.

The proposed Dividend has been determined in accordance with the parameters specified under the Companys Dividend Distribution Policy and shall be paid out of the profits for the year, subject to approval of the Shareholders at the ensuing Annual General Meeting (“AGM”).

The said dividend, if approved by the Members at the ensuing AGM will be paid to those Members whose name appears on the Register of Members (including Beneficial Owners) of the Company as at 22nd September, 2026.

Pursuant to the Finance Act, 2020, Dividend Income is taxable in the hands of the Members w.e.f. April 1, 2020 and the Company is required to deduct tax at source from Dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

C. Book Closure and Record Date:

The Register of Members and Share Transfer Books of the Company will remain closed from Thursday, 24th September, 2026 to Wednesday, 30th September, 2026 (Both Days Inclusive) and the Company has fixed 22nd September, 2026 as the “Record Date” for the purpose of determining the entitlement of Members to receive final dividend for the financial year ended 31st March, 2026.

4. DIRECTORS AND KEY MANAGERIAL PERSONNELS:-

As of 31st March, 2026, your Companys Board had Six (6) Members comprising of Three (3) Executive Directors and Three (3) Non-Executive Independent Directors including one Woman Director. The details of Board and Committee composition, tenure of Directors, and other details are available in the Corporate Governance Report, which forms part of this Integrated Annual Report.

In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of your Companys business for effective functioning. The key skills, expertise and core competencies of the Members of the Board are detailed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Change in Directors and Key Managerial Personnel

The Board of Directors at its meeting held on 7th August, 2025 has appointed

Mr. Mahendrakumar Ravjibhai Bhuva (DIN: 00054562) as Executive Chairman of the Company, for a tenure of 3 consecutive years commencing from 1st October, 2025 to 30th September, 2028. Mr. Himmatlal Parshottambhai Bhuva (DIN: 00054580) as Managing Director of the Company, for a tenure of 3 consecutive years commencing from 1st October, 2025 to 30th September, 2028. Appointed Mr. Anand Mahendrabhai Bhuva (DIN: 11217077) as an Additional Director of the Company to hold office upto the Annual General Meeting, as well as Executive Director, for a tenure of 3 consecutive years commencing from 7th August, 2025 to 6th August, 2028. Appointed Mr. Amit Jayantilal Shah (DIN: 10578730) as an Additional Director of the Company to hold office upto the next Annual General Meeting as well as Non-Executive Independent Director, not liable to retire by rotation, for a tenure of 5 consecutive years commencing from 7th August, 2025 to 6th August, 2030. Mahendrakumar Ravjibhai Bhuva (DIN: 00054562), in place of a Director, who retires by rotation and being eligible, offers himself for re-appointment.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Himmatlal Parshottambhai Bhuva (DIN: 00054580) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The Board, on recommendation of Nomination and Remuneration Committee of the Company, recommends the re-appointment of Mr. Himmatlal Bhuva as Retiring Director for your approval.

As on the date of this report, following are the Key Managerial Personnel (“KMPs”) of your Company pursuant to Section 203 of the Act read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Mr. Mahendrakumar Ravjibhai Bhuva - Chairman and Managing Director Mr. Himmatlal Parshottambhai Bhuva - Whole Time Director Mr. Manan Joshi - Chief Executive Officer Mr. Dinesh Punjabi - Chief Financial Officer Vaishali Punjabi - Company Secretary & Compliance Officer

5. DECLARATION FROM INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

6. MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD:-

The Board met four (4) times during the year under review. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations. The Committees of the Board usually meet the before the time of Board Meeting on the same day of the Board meeting.

Your Company has constituted the following Statutory Committees with the terms of reference as prescribed by the Act and SEBI (Listing Regulations) and any other matter as may be delegated by the Board of Directors from time to time.

Statutory Committees:

Audit Committee

Nomination and Remuneration Committee (NRC) Stakeholders Relationship Committee (SRC)

Details of composition of the Board and its Committees as well as details of Board and Committee meetings held during the year under review and Directors attending the same are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

7. INDEPENDENT DIRECTORS MEETING:-

The separate meeting of the Independent Directors was held on 12th November, 2025, without the attendance of Non-Independent Directors and Members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:-

As on 31st March, 2026, your Company had One Associate Company, viz. TBC-GoldCoin Private Limited (CIN: U28230GJ2023PTC143514).

During the year under review, the Board of Directors reviewed the operations and financials of the Associate Company. There was no material change in the nature of business of Associate Company.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules 2014, a statement containing salient features of the financial statements of the Companys Associate Company in form AOC-1 forms part of this Report as Annexure-A.

Your Company does not have any Joint Venture or Subsidiary Company as on 31st March, 2026.

9. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: -

In line with the requirements of the Act and Listing Regulations, the Company has formulated a Policy on Related Party Transactions (‘RPT Policy) for identifying, reviewing, approving and monitoring of Related Party Transactions and the same is available on the Companys website at www.polymechplast.com.

All RPTs entered into during the year were in the ordinary course of business and on an arms length basis. These transactions were placed before the Audit Committee for prior approval, and wherever applicable, omnibus approvals were obtained for repetitive transactions of a routine nature. There were no materially significant RPTs that could have a potential conflict with the interests of the Company.

Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of contracts or arrangements with related parties referred to in Section 188(1) are disclosed in Form AOC-2, annexed to this Report as Annexure-B.

Disclosures relating to related party transactions, as required under Indian Accounting Standard (Ind AS) 24, are provided in the notes to the standalone and consolidated financial statements forming part of this Integrated Annual Report.

10. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel to the median of employees remuneration are provided in Annexure-C to this report.

11. CHANGES IN CAPITAL STRUCTURE:-

The paid-up equity capital as on 31st March, 2026 stood at Rs. 5,60,17,100 consisting of 56,01,710 Equity Shares of Rs. 10/- each with no change as compared to previous financial year.

The Company has not issued any equity shares during the year. Accordingly, the Company is neither required to furnish any information in respect of issue of equity shares with differential rights pursuant to Rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014 (‘SCD Rules) nor in respect of issue of Employees Stock Option pursuant to Rule 12(9) of SCD Rules nor in respect of issue of Sweat Equity Shares pursuant to Rule 12(9) of SCD Rules.

The Company has only one class of equity shares with face value of Rs. 10/- each, ranking pari-passu.

12. DIRECTORS RESPONSIBILITY STATEMENT:-

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that:

a. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures; b. they have selected such accounting policies and applied them consistently and judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period; c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; d. the annual financial statements have been prepared on a going concern basis; e. they have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and operating effectively; f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

13. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND

INDIVIDUAL DIRECTORS:-

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India (‘SEBI).

In a separate meeting of independent directors, performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the Chairman of the Board, taking into the views of Executive and Non-Executive Directors in the aforesaid Meeting. The Board also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were then discussed in the Board Meeting and performance evaluation of Independent directors was done by the entire Board, excluding the Independent Director being evaluated.

14. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:-

During the F.Y. 2025-26, your Company has not given any guarantees or securities within the meaning of the provisions of Section 186 of the Act.

However, the aggregate of loans and advances granted, as also investments made, if any are within the limits of Section 186 of the Act and have been disclosed in financial statements.

15. PUBLIC DEPOSITS:-

The Company has neither accepted nor renewed any deposit within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING

AND OUTGO:-

The information on Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo, as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is as follows:

(A) CONSERVATION OF ENERGY:

Your Company is engaged in the business of Manufacturing of Injection and Blow Moulding Plastic Processing Machines. Your Company remains committed to sustainable manufacturing and energy conservation across its operations. It continuously evaluates and implements measures to reduce energy consumption and improve operational efficiency.

The Installation of Solar Photo Voltic system helps in conservation of energy. It also helps in minimizing the Electricity Expenses.

During the financial year, the following initiatives were undertaken:

Upgradation of production equipment with energy-efficient motors and drives to reduce electricity usage. Optimization of manufacturing processes to minimize idle machine time and enhance productivity per unit of energy consumed. Improved lighting systems, replacing conventional fixtures with LED lighting across the production floor and office areas. Preventive maintenance schedules were strictly followed to ensure peak operational efficiency of machinery, reducing energy losses.

(B) TECHNOLOGY ABSORPTION:

Since the Company has not imported technology, the Company has no information to offer in respect of Technology absorption.

(C) FOREIGN EXCHANGE EARNING AND OUTGO:

Earnings Rs. 57.33 Lakh (P.Y. Rs. 63.63 Lakh) Outgo Rs. 318.56 Lakh (P.Y. Rs. 189.33 Lakh)

17. AUDITORS AND AUDITORS REPORT:-

(A) STATUTORY AUDITORS:-

In terms of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company at their 35th AGM of the Company held on 30th September, 2022, approved the appointment of M/s. CNK & Associates LLP, Chartered Accountants (FRN.: 101961W/W-100036) as the Statutory Auditors of the Company for a term of five consecutive years i.e. from the conclusion of 35th AGM till the conclusion of 40th AGM to be held in 2027.

The Statutory Auditors have not made any qualifications, reservations, adverse remarks or disclaimers. Accordingly, no explanation/comments thereon are required to be furnished.

(B) INTERNAL AUDITORS:-

K R & Associates, Chartered Accountants, Vadodara, have been appointed as Internal Auditors of the Company in terms of Section 138 of the Companies Act, 2013 and rules and regulations, made thereunder, for the Financial Year 2026-27 by the Board of Directors, upon recommendation of the Audit Committee.

(C) SECRETARIAL AUDITORS:-

The Company at its 38th AGM held on 25th September, 2025, has appointed M/s. Devesh Pathak & Associates, Practising Company Secretaries, Vadodara, as Secretarial Auditors of the Company for a term of 5 consecutive financial years, commencing from Financial Year 2025 26 to Financial Year 2029 30.

The Report given by the Secretarial Auditors forms the part of this Integrated Annual Report as Annexure-D. The Secretarial Audit Report is self-explanatory and does not call for any comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. During the financial year ended 31st March 2026, the Secretarial Auditors have not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

(D) COST AUDITORS:-

Pursuant to the Rule 4 of the Companies (Audit and Auditors) Rules, 2014, the requirement to get the Cost Records audited for the items as specified in Table B of Rule 3 of the Companies (Audit and Auditors) Rules, 2014 by the Company applies if the overall annual turnover of the company from all its products and services during the immediately preceding financial year is rupees one hundred crore or more and the aggregate turnover of the individual product(s) or service(s) for which cost records are required to be maintained is rupees thirty five crore or more.

As the Company does not fall under the criteria of overall annual turnover of rupees one hundred crore or more, the requirement of Cost Audit is not applicable to the Company.

However, the aggregate turnover of the individual product(s) or service(s) exceeds rupees thirty five crore and accordingly, the Company is required to maintain the Cost Records.

The Company has appointed a Cost Auditor M/s. Y S Thakar & Associates, Cost Accountants, (FRN.: 000318) who provides the Certificate confirming Maintenance of Cost Records by the Company for the Financial Year 2024-25.

18. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:-

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Integrated Annual Report, as

Annexure-E.

19. CORPORATE GOVERNANCE:-

The Company believes in adopting best governance practices to boost long-term shareholder value and respect minority rights. The Company considers the same as its inherent responsibility to disclose timely and accurate information to its stakeholders regarding its operations and performance, as well as the leadership and governance of the Company.

The Company is committed to the Code of Conduct which articulates values and ideals that guide and govern the conduct of the Company as well as its employees in all matters relating to business. The Companys overall governance framework, systems and processes reflect and support its Mission, Vision and Values. The Companys governance guidelines cover aspects mainly relating to the composition and role of the Board, Chairman and Directors, Board diversity etc. of the Board.

The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Integrated Annual Report along with the Certificate of Corporate Governance and Non-Disqualification of Directors, issued by Secretarial Auditor of the Company as Annexure-F.

20. CEO / CFO CERTIFICATION:-

In terms of Regulation 17(8) of the Listing Regulations, the Compliance Certificate duly certified by Chief Executive Officer (CEO) and Chief Financial Officer (CFO) reporting the accuracy of the Financial Statements and adequacy of Internal Control Systems for financial year ended 31st March, 2026 forms the part of Corporate Governance Report.

21. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:-

Internal financial control systems of the Company are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies. The Company has a well-defined delegation of authority with specified limits for approval of expenditure, both capital and revenue.

The Audit Committee deliberated with the members of the Management, considered the systems as laid down and met the internal audit team and statutory auditors to ascertain their views on the internal financial control systems. The Audit Committee satisfied itself as to the adequacy and effectiveness of the internal financial control systems as laid down and kept the Board of Directors informed. However, the Company recognizes that no matter how the internal control framework is, it has inherent limitations and accordingly, periodic audits and reviews ensure that such systems are updated on regular intervals.

22. CODE OF CONDUCT:-

The Code of Conduct is applicable to the Members of the Board and all Designated Employees in the course of day to day business operations of the Company. The Code laid down by the Board is known as “Code of Conduct and Fair Disclosure of Unpublished Price Sensitive Information” which forms an Appendix to the Code of Conduct of the Company which is in line with SEBI (Prohibition of Insider Trading) Regulation, 2018.

The Company has received affirmations from Board Members as well as Senior Management confirming their compliance with the said Code for F.Y. 2025-26. In this regard, certificate from Managing Director as required under Schedule V of the Listing Regulations, 2015 has been received by the Board, forming part of Corporate Governance Report.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and on matters relating to integrity in the workplace in business practices and dealing with stakeholders. All the Board members and the senior management personnel have confirmed their compliance with the Code. All management personnel are being provided appropriate training in this regard.

23. PREVENTION OF INSIDER TRADING:-

The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the ‘Trading Window is closed. The Board is responsible for implementation of the code. All Directors and the designated employees have confirmed compliance with the code.

24. CORPORATE SOCIAL RESPONSIBILITY [CSR]:-

Since the Company does not fall in any of the criteria mentioned in Section 135(1) of the Act, provisions of Section 135 of the Act and Rules framed thereunder relating to Corporate Social Responsibility are not applicable to the Company. Hence, no details in this regard have been furnished.

25. RISK MANAGEMENT:-

Risk Management at Polymechplast Machines Limited is a key component of the Companys strategic and operational planning. Since SEBI Listing Regulations mandate a Risk Management Committee (RMC) only for the top 1,000 listed entities, the Company does not fall under the said criteria and accordingly the Company is not required to constitute Risk Management Committee under Regulation 21 of the SEBI Listing Regulations.

However, the Board always takes pro-active steps voluntarily to strengthen the Companys risk oversight framework. In todays economic environment, Risk management is a very important and integral part of the Companys strategy for the achievement of our long-term goals. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The Directors of the Company have embedded risk management in the business processes, so as to minimize adverse impact on the business objectives and enhance the Companys competitive advantage.

The responsibility to identify certain risk like price risk, uncertain global economic environment, human resource, competition, compliance, industrial health and safety risk always lies in the core heart of the Board and the Company. Every step is taken to adhere to the risk evaluation and reduction before every crucial business decisions.

26. POLICY RELATING TO

a) Prevention of Sexual Harassment of Women at Workplace:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee (‘ICC) is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are supposed to adhere to and conduct themselves as prescribed in this policy.

The Company continues to reinforce awareness among employees through regular training sessions and the POSH campaign, thereby reiterating its unwavering commitment to a safe and equitable workplace. The summary of sexual harassment complaints received and disposed off during the financial year is as under:

- Number of Complaints Received Nil.

b) Disclosure under Maternity Benefit Act, 1961:

In compliance with Rules 8(5)(xiii) of the Companies (Accounts) Rules, 2014, as amended by the Companies (Accounts) Second Amendment Rules, 2025 (effective July, 14, 2025), the Board hereby confirms that the Company has fully complied with all applicable provisions of the Maternity Benefit Act, 1961.

The Number of Maternity case is One (1) during the F.Y. 2025-26.

27. VIGIL MECHANISM (WHISTLE BLOWER POLICY):-

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. In line with the Companys Code of Conduct, any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the Companys Code of Conduct cannot be undermined.

In accordance with Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has established the necessary vigil mechanism that provides a formal channel for all its Directors, Employees, and other Stakeholders to report concerns about any unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct. The details of the policy have been disclosed in the Corporate Governance Report, which forms a part of the Annual Report and is also available on www.polymechplast.com. During the year under review, there were no instances of whistle blowers.

28. ANNUAL RETURN:-

Pursuant to the provisions of Section 92 and 134 of the Act read with the Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the Financial Year 2025-26 is available on the website of the Company at www.polymechplast.com.

29. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND [IEPF]:-

During the year under review, your Company has transferred unpaid/unclaimed dividend amounting to Rs. 6.87 Lakhs for F.Y. 2017-18 and related 6,25,627 shares to the Investor Education and Protection Fund Authority (IEPF) of the Central Government of India.

30. COMPLIANCES WITH SECRETARIAL STANDARDS:-

The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of Board of Directors and General Meetings respectively.

31. THOSE CHARGED WITH GOVERNANCE:-

In compliance with the National Financial Reporting Authority, circular dated 7th January, 2026, your Company has identified the members of TCWG and established the effective two-way communication framework between the Auditors and TCWG.

32. INDUSTRIAL RELATIONS:-

Industrial relations have remained cordial throughout the year in the Company.

33. STATUTORY DISCLOSURE:-

Your Directors state that there being no transactions with respect to following items during the year under review, no disclosure or reporting is required in respect of the following matters:

(i) No Issue of equity shares with differential rights as to dividend, voting or otherwise. (ii) No Issue of shares (including sweat equity shares) to employees of your Company under any scheme. (iii) No material changes affecting the financial position of the Company subsequent to the close of Financial Year 2025-26 to the date of this report. (iv) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future. (v) No Buy-back of shares or financial assistance under Section 67(3). (vi) No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016. (vii) No settlements have been done with banks or financial institutions. (viii) No Credit Rating has been done by the Company during the year. (ix) No voluntary revision of Financial Statements or Boards Report has been done pursuant to the provisions of Section 131 of the Act.

(x) No change in the nature of the business of the Company during the year.

(xi) Proper and appropriate insurance has been taken for all assets against foreseeable perils.

34. ACKNOWLEDGEMENT:-

The Board of Directors express their sincere thanks to all its Stakeholders, including, inter alia, Suppliers, Vendors, Investors and Bankers and appreciation to all its Customers for their consistent, abiding support throughout the year.

Your Company also records its appreciation of the contributions made by Employees at all levels. Their commitment, cooperation and support are indeed the backbone of all endeavours of the Company.

The Company would like to gratefully acknowledge support/guidance of Government of India and especially Goods and Services Tax (GST) Department, Income Tax Department, Industrial & Labour Departments and other statutory authorities, the Company has been receiving over the years and is looking forward to their continued support/guidance in times to come.

For and on behalf of the Board
POLYMECHPLAST MACHINES LIMITED
Sd/-	Sd/-
MAHENDRABHAI BHUVA	HIMMATLAL BHUVA
Chairman & Director	Managing Director
DIN: 00054562	DIN: 00054580
Place: Vadodara
Date: 12-08-2026