Polyplex Corporation Ltd Directors Report

Dear Members,

Your Directors have the pleasure in presenting the Fortieth Annual Report together with Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2025.

Financial Highlights and Operations

During the year under review working results of the Company were as under:

a) Standalone Working Results:

Particulars	2024-25	2023-24
Total Income (Revenue from operations and other income)	1,61,130	1,45,131
Profit before Finance Cost, Depreciation and Amortization, Tax and Exceptional Item	15,847	3,585
Less: Finance Costs	1,008	338
Less: Depreciation and Amortization	4,744	4,605
Profit before Tax and Exceptional Item	10,095	(1,358)
Add: Exceptional Item – Gain/ (Loss)	-	-
Profit before Tax but after Exceptional Item	10,095	(1,358)
Less: Tax expense and prior period adjustment	2,386	(453)
Profit after Tax (PAT)	7,709	(905)
Other Comprehensive Income	(125)	(74)
Total Comprehensive Income for the period	7,584	(979)

b) Consolidated Working Results:

Particulars	2024-25	2023-24
Total Income (Revenue from operations and other income)	6,98,056	6,36,713
Profit before Finance Cost, Depreciation, Amortization and Tax and Exceptional Item	79,140	42,542
Less: Finance Costs	4,608	4,238
Less: Depreciation and Amortization	29,998	30,713
Profit before Tax and Exceptional Item	44,534	7,591
Add: Exceptional Item – Gain/(Loss)	-	-
Profit before tax but after Exceptional Item	44,534	7,591
Less/(Add): Tax expense and prior period adjustment	8,762	(1,047)
Profit after Tax (PAT)	35,772	8,638
Other Comprehensive Income	12,758	390
Total Comprehensive Income	48,530	9,028
Total Comprehensive Income attributable to owner of the parent	28,347	4,388
Total Comprehensive Income attributable to Non- Controlling Interest	20,183	4,640
Earnings Per Share (of INR 10/- each) (Basic & Diluted) (in Rupees)	66.64	12.05

Year in Retrospect

a) On Standalone basis

During the year under review, Company earned total income of INR 1,61,130 Lakh as compared to INR 1,45,131 Lakh during the previous year on Standalone basis, including income by way of dividend from subsidiaries amounting to INR 3,182 Lakh (Previous Year - INR 1,595 Lakh). There was a profit before tax of INR 10,095 Lakh as compared to loss of INR 1,358 Lakh during the previous year. The profit after tax for the year was INR 7,709 Lakh as compared to loss of INR 905 Lakh during the previous year.

b) On Consolidated basis

During the year under review, Company earned total income of INR 6,98,056 Lakh as compared to INR 6,36,713 Lakh during the previous year on Consolidated basis. Profit before Tax stood at INR 44,534 Lakh as compared to INR 7,591 Lakh during the previous year. Profit after Tax was INR 35,772 Lakh as compared to INR 8,638 Lakh during the previous year.

Dividend

Your Board of Directors ("the Board") has declared and paid an Interim dividend at the rate of INR 9/- per share (Record Date: November 26, 2024) during the year. The Board has also proposed payment of Final Dividend at the rate of INR 4.50 per share, which would be paid after its declaration by the Members at the ensuing Annual General Meeting.

The Board has declared/ proposed total dividend of INR 13.50 per share for the year under review.

For the previous Financial Year 2023-24, Company paid Interim Dividend at the rate of INR 2/- per share and Final Dividend at the rate of INR 1/- per share, aggregating to INR 3/- per share.

Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations), the Board has formulated and adopted a Dividend Distribution Policy. As per the Dividend Distribution Policy, the Board endeavors to ensure transparency in deciding the quantum of dividend with a guidance of a dividend pay-out upto 20% of Profit After Tax (PAT) on consolidated financials of the Company. The Board while taking decision for recommendation of the dividend takes guidance from this policy and ensures to maintain a consistent approach to dividend pay-out plans. The Dividend Distribution Policy is available on the Companys website at the following link https://investor.polyplex.com/.

Transfer to Reserves

Your directors do not propose to transfer any sum to the reserves account. (Previous Year - Nil).

Changes in the nature of business, if any

There is no change in the nature of business of your Company during the year under review.

Management Discussion and Analysis Report

As required under Regulation 34 read with Para B of Schedule V of The Listing Regulations, a detailed

‘Management Discussion and Analysis Report (MDA) is attached in a separate section forming part of the Annual Report.

More details on operations and views on the outlook for the current year are also given in the MDA.

Subsidiary Companies

During the year, the Company had following subsidiaries/ step-down subsidiaries whose performance/ results are included in the Consolidated Financial Statements: a) Polyplex (Thailand) Public Company Limited, Thailand b) EcoBlue Limited, Thailand c) Polyplex (Asia) Pte. Ltd., Singapore d) Polyplex (Singapore) Pte. Ltd., Singapore e) Polyplex Europa Polyester Film Sanayi Ve Ticaret Anonim Sirketi, Turkey f) Polyplex Paketleme Cozumleri Sanayi Ve Ticaret Anonim Sirketi, Turkey g) Polyplex Europa B.V., Netherlands h) PAR LLC., USA i) Polyplex America Holdings Inc., USA j) Polyplex USA LLC., USA k) PT Polyplex Films Indonesia, Indonesia Highlights of the performance of Subsidiary Companies and their contribution to the overall performance of the Company during the period under report are discussed in MDA which forms part of the Annual Report.

As required by Section 129 of the Companies Act, 2013, (‘the Act) and other applicable laws, Consolidated Financial Statements of the Company and its subsidiaries are prepared in accordance with applicable Indian Accounting Standards (Ind-AS) issued by Institute of Chartered Accountants of India and form part of the Annual Report.

As required by Section 129 (3) of the Act, a Statement in Form AOC-1 containing the salient features of financial statements of the Companys subsidiaries is attached and forms part of this report.

Further, pursuant to the provisions of Section 136 of the Act read with the Listing Regulations, the financial statements of the Company along with related information and audited financial statements of subsidiaries are available on the Companys website link https://investor.polyplex.com/.

The Company will make available the annual financial statements of the subsidiary companies to any member of the Company on receipt of written request.

The annual financial statements of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company on any working day during business hours for a period of twenty-one days before the date of the meeting.

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the respective notes to Financial Statements.

Deposits from Public

The Company has not accepted any deposits from public during the financial year 2024-25. There were no unclaimed deposits as at March 31, 2025.

Directors Responsibility Statement

As required under Section 134(3)(c) and 134(5) of the Act, in relation to the Financial Statements for the financial year 2024-25, the Board states that: -i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; 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 affairs of the Company as on March 31, 2025 and of the Profit of the Company for the financial year ended on March 31, 2025; iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) Annual accounts have been prepared on ‘going concern basis; v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Directors and Key Managerial Personnel

Independent Directors and Declaration by Independent Directors

During the financial year under review, the following Independent Directors viz. Mr. Hemant Sahai, Ms. Pooja Haldea, Mr. Ranjit Singh, Mr. Sandip Das, Dr. Shalini Sarin, Dr. Suresh Inderchand Surana and Mr. Yogesh Kapur served on the Board of the Company.

Dr. Suresh Inderchand Surana and Ms. Pooja Haldea ceased to be Independent Directors on completion of their second term of five consecutive years on July 9, 2024 and March 29, 2025 respectively. Your Directors place on record their appreciation for the valuable contribution and services rendered by them during their association with the Company.

Mr. Yogesh Kapur, Mr. Sandip Das, Mr. Hemant Sahai and Dr. Shalini Sarin have been appointed as Independent Directors for a period of five consecutive years w.e.f. April 1, 2024, July 10, 2024, August 27, 2024 and March 30, 2025 respectively.

All the Independent Directors have given requisite declaration that they meet the criteria of independence as prescribed under the Act and the Listing Regulations. The Board has noted and taken on record the declaration and confirmation submitted by the Independent Directors.

Non-Independent Directors and Directors Retiring by Rotation

During the year under review, following Non-Independent Directors (including one Whole Time Director) served on the Board viz. Mr. Sanjiv Saraf, Non-Executive Chairman and Mr. Sanjiv Chadha, Non-Executive Director from Promoter category, Mr. Iyad Malas, Non-Executive Director from non-promoter category and Mr. Pranay Kothari, Executive Director from non-promoter category.

Mr. Sanjiv Saraf, whose office is liable to retire by rotation, at the ensuing Annual General Meeting, being eligible, has offered himself for re-appointment. Mr. Pranay Kothari, who was appointed as Whole Time Director of the Company, designated as Executive Director (Key Managerial Personnel) for a period of three years, held office upto September 6, 2024. His reappointment was approved as a Whole Time Director, designated as Executive Director (KMP) for a period of three years w.e.f. September 7, 2024, by the Members of the Company at the 39th Annual General Meeting held on September 23, 2024.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, Mr. Pranay Kothari, Whole Time Director, Mr. Manish Gupta, Chief Financial Officer and Mr. Ashok Kumar Gurnani, Company Secretary are designated as Key Managerial Personnel of the Company.

Number of Meetings of the Board

During the financial year 2024-25, nine meetings of the Board were held and the gap between two consecutive meetings was not more than 120 days. Details about the attendance of Directors at these meetings are given in the Report on Corporate Governance which forms part of the Annual Report.

A separate meeting of the Independent Directors was held on March 27, 2025, without the attendance of Non- Independent Directors and members of management pursuant to the provisions of Code for Independent Directors prescribed in Schedule IV of the Act.

Policy on Directors Appointment and Remuneration

The Nomination and Remuneration Committee (NRC) constituted by the Board has laid down the criteria and process of identification/ appointment of Directors and payment of remuneration. These include possession of requisite qualification, experience, ethics, integrity and values, absence of conflict with present or potential business operations of the Company, balance and maturity of judgement, willingness to devote sufficient time and energy, high level of leadership, vision and ability to articulate a clear direction for an organization.

While selecting or recommending appointment of any Director, NRC keeps regard to the total strength of the Board prescribed under the Articles of Association and the Act, composition of the Board with respect to Executive and Non-Executive Directors and Independent and Non-Independent Directors and gender diversity.

Appointment of Independent Directors satisfies the criteria laid down under the Act/ Rules made thereunder and the Listing Regulations.

Components of remuneration for Executive Directors includes normal Salary structure including perquisites as applicable to senior employees as per policies / schemes of the Company. The appointment and overall remuneration as far as possible is kept within the statutory ceilings and subject to requisite approvals of the Members of the Company.

Non-executive directors are entitled to payment of sitting fee for attending a meeting of the Board or Committee thereof of such amount as may be approved by the Board keeping in view the ceiling prescribed under the Act or Rules framed thereunder. Further, Non-executive directors are also entitled to payment of commission up to 1% of the Net Profits of the Company, subject to requisite approval of the Board and Members. Details of Remuneration paid to Directors are available in the Corporate Governance Report which forms part of the Annual Report.

The policy on appointment of Directors and remuneration and other matters provided in Section 178(3) of the Act read with the applicable Rules and Regulation 19 of the Listing Regulations are available on the Companys website at www.polyplex.com.

Board, Committees and Directors Evaluation

The Board has carried out annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements prescribed under the Listing Regulations.

The performance of the Board and Committees was evaluated by the Board after seeking inputs from all the directors based on the following criteria:

a) Degree of achievement of key responsibilities

b) Structure and Composition

c) Establishment and delineation of responsibilities to Committees

d) Effectiveness of Board processes, information and functioning

e) Board culture and dynamics

f) Quality of relationship between Board and Management

g) Efficacy of communication with external stakeholders

The performance of individual directors was evaluated on following criteria:

a) Participation at Board/ Committee Meetings

b) Knowledge and Skill

c) Managing Relationships

d) Personal Attributes Independent Directors of the Company in their separate meeting reviewed the performance of Non-Independent Directors and the Board as a whole and as also the performance of Chairperson of the Company.

Particulars of Employees and Remuneration

a) A statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure which forms part of this report and marked as "Annexure A".

b) Ratio of the remuneration of each director to the median employees remuneration and such other details as required under Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure which forms part of this report and marked as "Annexure B".

Board Committees

Pursuant to the requirements under the Act and the Listing Regulations, the Board has constituted various committees of Board such as Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee. The details of composition and terms of reference of these committees are provided in the Corporate Governance Report.

Corporate Social Responsibility (CSR) Initiatives

Corporate Social Responsibility Report pursuant to Section 134(3) (o) of the Act and Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 forms part of this Report and is marked as "Annexure C". Composition and the role of the Corporate Social Responsibility Committee, number of meetings held and attendance of members thereof are provided in the Corporate Governance Report which forms part of this Report.

Corporate Social Responsibility (CSR) Policy as approved by the Board is available on the Companys website at https://investor.polyplex.com/.

Corporate Governance

Corporate Governance Report forms part of this Annual Report. Compliance Certificate from M/s. RSM & Co., Practising Company Secretaries regarding compliance of the conditions of Corporate Governance as stipulated in the Listing Regulations is annexed with this report.

Business Responsibility and Sustainability Report (BRSR)

The Board is pleased to inform that your Company is among the top 1,000 companies as per the market capitalization criteria at the BSE Limited and National Stock Exchange of India Limited as on December 31, 2024.

As required by Regulation 34 (2) (f) of the Listing Regulations, Company is required to include in its Annual Report, a Business Responsibility and Sustainability Report (BRSR) with effect from the financial year 2023–24. Accordingly, attached BRSR forms part of this Report.

Whistle Blower Policy / Vigil Mechanism

The Company has formulated a Whistle Blower Policy in line with the provisions of sub-section 9 and 10 of Section 177 of the Act and Regulation 4(2)(d)(iv) of the Listing Regulations. This Policy establishes a vigil mechanism for Directors and employees to report genuine concerns regarding unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct.

A copy of the said Policy is available on the website of the Company at www.polyplex.com.

Auditors

Statutory Auditors

In accordance with the provisions of the Companies Act, 2013 and Rules made thereunder M/s. S S Kothari Mehta

& Co., LLP, Chartered Accountants (Firm Registration No. 000756N) were re-appointed as Statutory Auditors of the Company for a second term of five years from the conclusion of 37th Annual General Meeting held on September 26, 2022 until the conclusion of 42nd Annual General Meeting, to be held for the financial year 2026-27. Further, M/s. S.R. Batliboi & Co., LLP, Chartered Accountants (Firm Registration No. 301003E/E300005) were appointed on June 28, 2024 as Auditors for a period of five years upto the conclusion of 44th Annual General Meeting to be held for the financial year 2028-29. They act as Joint Auditors to the existing Auditors viz. S S Kothari Mehta & Co. LLP, Chartered Accountants. There are no qualifications, reservations or adverse remarks or disclaimers requiring any explanation in their reports.

Internal Auditors

M/s. PKMB & Co. (Formerly M/s Jain Pramod Jain & Co.), Chartered Accountants ceased to be Internal Auditors of the Company after completion of their term on March 31, 2025. Your Directors place on record sincere appreciation for their services.

Further, on the recommendations of the Audit Committee, the Board has appointed M/s. Protiviti India Member Private Limited (CIN: U93000HR2009PTC057389) as Internal Auditors of the Company for a period of three years from April 1, 2025 to March 31, 2028.

Cost Auditors

Your Company is required to prepare and maintain cost records for plastic films as specified by the Central Government under sub-section (1) of Section 148 of the Act. Accordingly, your Company has been preparing and maintaining such records as required.

In terms of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, the Board on the recommendations of the Audit Committee has re-appointed M/s. Sanjay Gupta & Associates, (Firm Registration No. 000212), Cost Accountants as Cost Auditors to audit the Cost Records of the Company for the financial year 2025-26. In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Members. Accordingly, a resolution seeking ratification of the remuneration payable to the said Auditors has been included in the Notice convening the ensuing Annual General Meeting.

Secretarial Auditors

On the recommendations of the Audit Committee, the Board had appointed M/s. RSM & Co., Practicing Company Secretaries, New Delhi (Firm Registration No. P1997DL17000), as Secretarial Auditors of the Company for the financial year 2024-25 pursuant to the provisions of Section 204 of the Act and Rules made thereunder read with Regulation 24A of the Listing Regulations. Secretarial Audit Report received from them is annexed herewith and marked as "Annexure D". The observation of Secretarial Auditor in their report relating to related party transactions between two subsidiaries viz. Polyplex (Thailand) Public Company Limited, Thailand and EcoBlue Limited, Thailand, inter se is self explanatory.

Further, as per recent amendment in Listing Regulations, w.e.f. April 1, 2025, Secretarial Auditor shall be appointed for a term of five consecutive years and such appointment shall be subject to approval of members in the Annual General Meeting.

Thus, in order to ensure compliance with the aforesaid amendment, the Board on the recommendations of the Audit Committee have proposed appointment of M/s. RSM & Co., Practicing Company Secretaries, New Delhi (Firm Registration No. P1997DL17000), as Secretarial Auditors of the Company for a term of five consecutive years commencing from April 1, 2025, subject to the approval of members of the Company in the ensuing Annual General Meeting.

Other Statutory Information

Details relating to conservation of energy, technology absorption, foreign exchange earnings and outgo prescribed under Section 134(3) (m) of the Act read with Companies (Accounts) Rules, 2014 are given in "Annexure E".

Annual Return

In compliance with the provisions of Section 92 (3) read with Section 134(3) (a) of the Act, the Annual Return (Form No. MGT 7) of the Company is available on the Companys website on https://investor.polyplex.com/.

Related Party Transactions

None of the transactions with any of the related parties were in conflict with the Companys interest. Prescribed disclosures as required by Ind AS - 24 have been made in the Notes to the Financial Statements. All related party transactions entered into are at armslength basis and in the ordinary course of business. Therefore, provisions of Section 188(1) of the Act are not applicable to such transactions. Further, disclosure of related party transactions as required under Section 134 (3) (h) of the Act in Form AOC-2 is not applicable to Company for the financial year 2024-25.

Wherever required, omnibus approval of the Audit Committee is obtained and such Related Party Transactions are reviewed by the Audit Committee in subsequent meeting(s) .

Policy on Related Party Transactions as approved by the Board is available on the website of the Company on https://investor.polyplex.com/.

Risk Management

The Board of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. Composition and terms of reference of Risk Management Committee are mentioned in the Corporate Governance Report. A detailed note on Risk Management has been provided under the Management Discussion and Analysis Report, which forms part of this report.

Internal Financial Control

The Company has laid down well defined and documented Internal Financial Controls. The Company has an overall framework for managing the risks in terms of the Risk Management Policy. In the opinion of Board, Internal Financial Controls affecting the financial statements are adequate and are operating effectively.

Confirmation

Your Company follows the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI). There have been no other material changes and commitments affecting the financial position of the Company which have occurred since the end of the financial year and date of this Report.

There have been no instances of fraud reported by the Auditors under Section 143 (12) of the Act and the Rules framed thereunder, either to the Company or to the Central Government.

Significant and Material Orders

There are no significant and material orders passed by the regulators or courts or tribunals during the year impacting the going concern status and Companys operations in future.

Human Resources

Your Company is committed towards creation of opportunities for its employees that help attract, retain and develop a diverse workforce. Your Company lays due importance to conducive work culture for its employees.

To reinforce core values and belief of the Company, various policies for employees empowerment have been framed to enrich their professional, personal and social life. In addition to above, Company has also laid down Code of Conduct for Directors and Senior Management Personnel.

Your Company has also laid down a Policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and constituted Internal Complaints Committee to redress the complaints. In addition, workshop and awareness program was organized to sensitize the employees about the provisions of the said Act. There were no complaints received during the year (Previous Year: Nil).

Further, during the year under review your Company has duly complied with the provisions of Maternity Benefit Act, 1961.

Listing of Shares and Depository System

Your Companys equity shares are listed on the BSE Ltd. and the National Stock Exchange of India Ltd.

Your Companys equity shares are traded in ‘demat form since April 30, 2001. Shareholders of the Company who are still holding shares in physical form are advised to get their physical shares dematerialized by opening an account with one of the Depository Participants.

Acknowledgement

Your Directors wish to place on record their appreciation of the wholehearted and sincere cooperation the Company has received from the various departments of Central/State Governments, Financial Institutions, Bankers and the Auditors of the Company.

Your Directors also wish to place on record their appreciation of the dedicated and sincere services rendered by the employees of the Company.