Polymechplast Machines Ltd Directors Report

The Audited Financial Statements of your Company as on 31^st March, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards (“Ind AS”) and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 (“Act”).

The Companys standalone and consolidated financial performance for the year ended 31^st March, 2025 as compared to the previous F.Y. is summarized below:

(Amount in Lakhs)

Your Company has recorded Total Income 6,564.27 Lakh during the financial year 2024-25 compared to Rs. 5,970.50 Lakh in the corresponding previous financial year, registering growth of about 10%.

Net profit for the financial year 2024-25 was Rs. 90.58 Lakhs as compared to Rs. 79.17 Lakh in the previous financial year, exhibiting rise of about 14.41%.

The Company is not required to transfer any amount to Reserve. Accordingly, during the year under review, the Company has not transferred any amount to the General Reserve.

For the Financial Year 2024-25, the Board of Directors has recommended a Dividend of Rs. 1/- per Equity Share of face value Rs. 10/- each i.e., 10%, consistent with the Dividend declared for the previous financial 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”).

In compliance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Company has in place a Dividend Distribution Policy, which outlines the guiding principles for declaration of Dividend. The said policy is available on the Companys website and can be accessed at www.polymechplast.com.

The Company has neither accepted nor renewed any deposit within the meaning of Section 73 of the Companies Act, 2013 (‘the Act) read with the Companies (Acceptance of Deposits) Rules, 2014.

As of 31^st March, 2025, your Companys Board had Four (4) Members comprising of Two (2) Executive Directors and Two (2) 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.

Appointment / Cessation / Change in Designation of Directors and Key Managerial Personnel:

During the year under review, following changes took place in the Directorships and Key Managerial Personnel:

Appointment:

Mr. Mahendrakumar Ravjibhai Bhuva was re-appointed as Managing Director of the Company w.e.f. 1^st June, 2024.

The Board of Directors at its meeting held on 27^th May, 2024 appointed Ms. Vaishali Punjabi as Company Secretary and Compliance Officer of the Company w.e.f. 28^th May, 2024.

The Board of Directors at its meeting held on 12^th August, 2024 appointed Mr. Chirag Sureshbhai Shah as an Additional Director to hold office upto next Annual General Meeting (AGM) as well as Independent Director for the period of five years with effect from 12^th August, 2024 upto 11^th August, 2029. Subsequently, Members of the Company at 37^th AGM held on 28^th September, 2024 approved his appointment as Independent Director not liable to retire by rotation.

The Board of Directors at its meeting held on 2^nd December, 2024 appointed Mr. Manan Joshi as Chief Executive Officer of the Company w.e.f. 2^nd December, 2024.

Cessation:

The Board of Directors at its meeting held on 27^th May, 2024 took note of Cessation of Mrs. Hemangini Pathak as an Independent Director in view of completion of her term with effect from the closure of the business hours on 28^th May, 2024.

The Board of Directors at its meeting held on 27^th May, 2024 accepted the Resignation of Mrs. Gauri Bapat from the post of Company Secretary and Compliance Officer of the Company with effect from the closure of the business hours on 5^th June, 2024.

The Board of Directors at its meeting held on 12^th August, 2024 took note of Cessation of Mr. Ashokkumar Natwarlal Shah as an Independent Director in view of completion of his term with effect from the closure of the business hours on 28^th September, 2024.

The Board of Directors at its meeting held on 2^nd December, 2024 accepted the Resignation of Mr. Sitaram Lokhande from the post of Chief Executive Officer of the Company with effect from the closure of the business hours on 10^th December, 2024.

Re-appointment of Director(s)

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Mahendrakumar Ravjibhai Bhuva (DIN: 00054562) 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. Mahendrakumar Ravjibhai Bhuva as Retiring Director for your approval.

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.

Whole Time Key Managerial Personnels:

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:

The Board met five (5) 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.

The separate meeting of the Independent Directors was held on 12^th August, 2024, 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.

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.

The Board evaluated the effectiveness of its functioning of the Committees and of individual Directors, pursuant to the provisions of the Act and the SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:

a) Degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.); b) Structure, composition and role clarity of the Board and Committees; c) Extent of co-ordination and cohesiveness between the Board and its Committees; d) Effectiveness of the deliberations and process management; e) Board/Committee culture and dynamics; and f) Quality of relationship between Board Members and the Management.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was reviewed and evaluated, considering the views of Executive Directors and Non-Executive Directors.

The NRC reviewed the performance of the individual Directors and the Board as a whole.

The evaluation process endorsed the Board Members confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:-

As on 31^st March, 2025, 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.

During the year under review, an application being made voluntary by Pramukh Medical Devices Private Limited, the Associate Company for striking off its name from the Registrar of the Companies, Gujarat. On approval received from Ministry of Corporate Affairs, the name has been struck off with effect from 26^th October, 2024.

Your Company does not have any Joint Venture or Subsidiary Company as on 31^st March, 2025.

11. RELATED PARTY TRANSACTIONS: -

The Company has in place a robust framework for identifying, reviewing, and approving Related Party Transactions (RPTs), in accordance with the provisions of the Companies Act, 2013 and Regulation 23 of the SEBI Listing Regulations. The Policy on Materiality of and Dealing with Related Party Transactions 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 whereever 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.

12. CHANGES IN CAPITAL STRUCTURE:-

The paid-up equity capital as on 31^st March 31, 2025 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.

13. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:-

Details of Loans, Guarantees and Investments made by the Company pursuant to the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

14. 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.

The statement containing particulars of employees, as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this Integrated Annual report.

15. 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. 63.63 Lakh (P.Y. Rs. 168.99 Lakh) Outgo Rs. 189.33 Lakh (P.Y. Rs. 269.33 Lakh)

16. 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 35^th AGM of the Company held on 30^th 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 35^th AGM till the conclusion of 40^th AGM to be held in 2027.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

The Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The Notes to the financial statements referred in the Auditors Report are self-explanatory.

During the year under review, the Statutory Auditors of your Company have not reported any instances of fraud committed in your Company by Companys officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

(B) INTERNAL AUDITORS:-

In terms of Section 138 of the Act read with the Companies (Audit and Auditors) Rules, 2014, your Company has appointed M/s. K R & Associates, Chartered Accountants, Vadodara (FRN.: 131846W) as the Internal Auditors of the Company for the Financial Year 2024-25.

(C) SECRETARIAL AUDITORS:-

In terms of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, on the recommendation of the Audit Committee, the Board appointed M/s. Devesh Pathak & Associates Practicing Company Secretaries (FRN.: S2018GJ621500) as the Secretarial Auditors of your Company for the financial year ended 31^st March 2025, who carried out the Secretarial Audit for the financial year ended 31^st March 2025. 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 31^st March 2025, 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.

In terms of Regulation 24A of the Listing Regulations, with effect from 1^st April 2025, your Company is required to appoint a Practicing Company Secretary for not more than one term of five consecutive years or a firm of Practicing Company Secretaries for not more than two terms of five consecutive years, as a Secretarial Auditor, with the approval of the Members at its AGM and such Secretarial Auditor must be a Peer Reviewed Company Secretary and should not have incurred any of the disqualifications as specified under the Listing Regulations. Further, as per the said Regulation, any association of the individual or the firm as the Secretarial Auditors of the Company before 31^st March 2025 shall not be considered for the purpose of calculating the tenure of the Secretarial Auditors.

Taking into account the above requirements, the Board, on the recommendation of the Audit Committee, has approved the appointment of M/s. Devesh Pathak & Associates Practicing Company Secretaries (FRN.: S2018GJ621500) as the Secretarial Auditors of the Company for a term of five consecutive years, commencing from the Financial Year 2025-26 to Financial Year 2029-30, subject to the approval of the Members at the ensuing 38^th AGM of your Company. The recommendation followed a detailed evaluation of proposals received by the Company and consideration of factors such as technical capabilities, independence, industry experience, subject matter expertise, profile of audit partners and team, quality of audit practices and past association with the Company.

Your Company has received written consent from the Secretarial Auditors that the appointment, if approved, will be in accordance with the applicable provisions of the Listing Regulations, Act and rules framed thereunder. Further, the Secretarial Auditors have confirmed that they are not disqualified to be appointed as the Secretarial Auditors of your Company and are peer reviewed.

(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.

17. CORPORATE GOVERNANCE REPORT:-

The Company believes in adopting best practices of Corporate Governance. Corporate Governance Principles are enshrined in the spirit of the Company, forming its core values. 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.

Your Company is committed to maintain high standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Integrated Annual Report along with the required certificate/s from a Practicing Company Secretary, regarding compliance of the conditions of corporate governance, as Annexure-E.

In compliance with corporate governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of your Company (“Code of Conduct”), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company at www.polymechplast.com.

18. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:-

The Companys internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate.

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis Report, which forms a part of the Integrated Annual Report.

19. 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.

20. 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.

21. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:-

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 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.

During the year under review, the Company received No Complaints in this regard accordingly, the Company has no information to report in respect of receipt and disposal of the complaints.

22. STATEMENT OF COMPLIANCE OF MATERNITY BENEFITS ACT, 1961:-

Your Directors state that the Company is compliant of the provisions of the Maternity Benefit Act, 1961.

23. 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.

24. 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 2024-25 is available on the website of the Company at www.polymechplast.com.

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

During the year under review, there was no unpaid/unclaimed amount required to be transferred to Investor Education & Protection Fund (IEPF) pursuant to provisions of Section 125 of the Act.

26. 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-F.

27. COMPLIANCES WITH SECRETARIAL STANDARDS:-

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standards, i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of Directors and ‘General Meetings respectively, issued by the Institute of Company Secretaries of India.

28. 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 31^st March, 2024 forms the part of Corporate Governance Report.

29. DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR

MANAGEMENT PERSONNEL WITH THE COMPANYS CODE OF CONDUCT:

The Code of Conduct of the Company aims at ensuring consistent standards of conduct and ethical business practices across the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on annual basis. 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.

30. INDUSTRIAL RELATIONS:-

Your Company maintained healthy, cordial and harmonious industrial relations at all levels. Despite severe competition, the enthusiasm and the unstinted efforts of the employees have enabled your Company to remain at the forefront of the industry.

31. GENERAL DISCLOSURE:-

During the year under review

a) There are no material changes affecting the financial position of the Company subsequent to the close of Financial Year 2024-25 till the date of this report. b) No significant or material orders were passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its operations in future. c) The Company has not made any voluntary revision of Financial Statements or Boards Report pursuant to the provisions of Section 131 of the Act. d) There was no change in the nature of the business of the Company during the year. e) Your Company has taken appropriate insurance for all assets against foreseeable perils. f) Your Company has neither made any Application nor are any Proceedings pending under the Insolvency and Bankruptcy Code (IBC), 2016. g) Your Company was not required to do any Valuation while taking Loan from the Banks or Financial Institution. h) No Credit Rating has been done by the Company during the year.

32. ACKNOWLEDGEMENT:-

The Board of Directors expresses its sincere appreciation to all employees of the Company for their dedication, commitment and contribution to its performance and growth during the year. The collective efforts of the workforce have been instrumental in navigating challenges and driving progress.

The Board also extends its gratitude to the Companys shareholders, customers, dealers, vendors, business associates, bankers, employee unions and other stakeholders for their continued trust, support, and collaboration.

The Directors acknowledge the valuable support and guidance received from the Government of India, various State Governments, local authorities, and regulatory bodies in India and abroad. The Board looks forward to their continued cooperation in the years ahead.

ANNEXURE - A TO THE BOARDS REPORT

Form AOC-1

Statement containing salient features of the financial statement of Subsidiaries or associate companies or joint ventures Pursuant to Section 129(3) of the Companies Act, 2013 [Read with Rule 5 of the Companies (Accounts) Rules, 2014]

Notes: The following information shall be furnished at the end of the statement:

Form AOC 2

Particulars of Transactions entered with Related Parties

Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

This form pertains to the disclosure of particulars of transactions entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013

There were no contracts / arrangements / transactions entered into during the financial year ended 31^st March, 2025, which were not at arms length basis.

Particulars of Employees Remuneration

Information pursuant to Section 197(12) of the Companies Act, 2013 [Read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

(A) The Ratio of the remuneration of each Director to the median remuneration of the employees and the percentage increase in remuneration of each Director, CFO, CS or Manager, if any, for the financial year ended 31^st March, 2025:

$ - Appointed as Independent Director w.e.f. 12-08-2024. * - Resigned as Chief Executive Officer w.e.f. 10-12-2024.

Note:

The median is calculated on gross annual salary of the Employee.

The Independent Directors of the Company are entitled to sitting fees as per the statutory provisions and the limits approved by the Board of Directors of the Company.

(B) The percentage increase in the median remuneration of employees in the financial year is 12.35%.

(C) The number of permanent employees on the rolls of Company as on 31^st March, 2025 was 127.

(D) average percentile increase already made in the salaries of employees other than the Managerial Personnel in the last financial year and its comparison with the percentile increase in the Managerial Remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:-

(E) There was no employee getting remuneration higher than that of the Chairman and Managing Director.

(F) The provisions of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to the Company, as there were no employees drawing remuneration exceeding the thresholds specified therein.

(G) It is hereby affirmed that the remuneration is as per the Remuneration Policy for Directors, Key Managerial Personnel, and other employees adopted by the Company.

ANNEXURE - D TO THE BOARDS REPORT

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31^ST MARCH, 2025

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members,

POLYMECHPLAST MACHINES LIMITED

“Gold Coin House”, 776, G.I.D.C., Makarpura, Vadodara-390010, Gujarat, India

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by the Company. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the POLYMECHPLAST MACHINES LIMITEDs books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31^st March, 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter the Companies Act, 2013 (the Act) and the rules made thereunder;

We have examined the books, papers, minutes books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March, 2025 according to the provisions of:

(i) The Companies Act, 2013 (‘the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act): (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 [Presently: The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015]; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 [Presently: The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018]; (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 [Presently: Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021]; (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; [Presently: Securities and Exchange Board of India (Issue and Listing of Non-Convertible securities) Regulations, 2021]; (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 [Presently: Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,2021]; (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; [Presently: The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018]

(vi) Having regard to the products and processes of the Company as also having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof on test check basis, we further report that the Company has complied with the following laws applicable specifically to the Company: (a) The Factories Act, 1948 (b) The Payment of Wages Act, 1936 (c) The Minimum Wages Act, 1948 (d) The Employees State Insurance Act, 1948 (e) The Employees Provident Fund and Miscellaneous Provisions Act, 1952 (f) The Payment of Bonus Act, 1965 (g) The Payment of Gratuity Act, 1972 (h) The Contract Labour (Regulation and Abolition) Act, 1970 (i) The Apprentices Act, 1961 (j) The Gujarat Labour Welfare Fund Act,1953 (k) The Gujarat State Tax on Professions, trades, Callings and Employments Act,1976 (l) Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreement entered into by the Company with BSE Ltd. including Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR).

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members views, if any, are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report (by way of information) that during the audit period,

(a) The Company has not issued any securities during the period under review and accordingly

(b) The Company has neither got delisted nor bought back any security of the Company and accordingly

- Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 were not applicable.

(c) The Company received a mail dated 21^st November, 2024 from BSE Ltd. stating that the Company was non-compliant with Regulation 20(2)/(2A) of LODR i.e non compliance with the constitution of Stakeholders Relationship Committee and imposed fine of Rs. 4000 + Rs. 720 (GST).

BSE vide its mail dtd. 7^th December, 2024 inter alia stated as follows:

“In the CGR filed for the Quarter ended September, 2024, the Company has reported that they have a regular Chairperson for SRC. However, during the Quarter, it is observed that on September 29 and 30, there was no Chairperson. Therefore Regulation 20 read with Regulation 17(1E), fines have been levied on the Company for non-compliance observed.”

In the regard, we have been informed by the Company as follows:

“The Company had duly constituted and strictly adhered to the provisions of Stakeholders Relationship Committee especially with the number of Directors as required for the formulation of the Committee. It only missed to disclose the details of the Chairperson inadvertently in the Corporate Governance Report for the Quarter ended 30^th September, 2024. Subsequently, the Company has paid fine of Rs. 4720/- on 10^th December, 2024 and has applied for waiver of the penalty as the Company has not committed violation.”

The Company has also filed revised Corporate Governance for the Quarter ended 30^th September, 2024 and outcome of the waiver application is awaited.”

(d) The Members of the Company at their 37^th Annual General Meeting of the Company held on 28^th September, 2024 inter-alia declared final dividend for the year ended on 31^st March, 2024 at the rate of 10% i.e. Rs. 1 per share by way of Ordinary Resolution. Approved appointment of Mr. Chirag Sureshbhai Shah (DIN: 10688506) as an Independent Director with effect from 12^th August 2024 for the period of 5 years by way of Special Resolution. Approved reappointment of Mr. Himmatlal P. Bhuva (DIN: 00054580) as a retiring Director by way of Ordinary Resolution. Approved reappointment of Mr. Mahendrabhai Bhuva (DIN: 00054562) as a Managing Director with effect from 1^st June, 2024 for the period of 3 years by way of Special Resolution. Approved revision in the borrowings limits upto Rs. 50 crores pursuant to the provisions of Section 180(1)(c) of the Companies Act, 2013 by way of Special Resolution. Approved authority to the Board of Directors under Section 180(1)(a) of the Act inter alia for creation of Mortgage or Charge on the Assets, Properties or Undertakings of the Company. Approval to Inter-Corporate Loans, Investments, providing Guarantee or Security under Section 186 of the Act.

(e) Since the net worth of the Company exceeded Rs. 25crores for the financial year ended 31^st March, 2023 and onwards, corporate governance provisions have been applicable to the Company for the financial year 2023-24 and onwards in terms of Regulation 15(2) of LODR.

(f) M/s Pramukh Medical Devices Pvt. Ltd., the Associate Company of the Company, on making application for removal of its name from the Register of Companies, Gujarat voluntarily on 9^th July, 2024, is struck off with effect from 26^th October, 2024.

To, The Members,

POLYMECHPLAST MACHINES LIMITED.

“Gold Coin House”, 776, G.I.D.C., Makarpura, Vadodara-390010, Gujarat, India

Ref.: Secretarial Audit Report dated 7^th August, 2025 pursuant to Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.