Polyplex Corporation Ltd Directors Report

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, performance/state of Companys affairs and views on the outlook for the current year are also given in the MDA.

Subsidiary Companies

During the year under review, 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) Polyplex America Holdings Inc., USA

i) Polyplex USA LLC., USA

j) PT Polyplex Films Indonesia, Indonesia

During the year under review, PAR LLC, USA, a step-down subsidiary of the Company, has been voluntarily dissolved w.e.f. March 27, 2026.

After the closure of financial year, the Company has completed the acquisition oRs. 51% of the share capital of Polyplex Digi Print Private Limited (PDPL) (Formerly known as TechNova Printrite Products Private Limited). Consequent to completion of this acquisition, PDPL has become a subsidiary of the Company w.e.f. April 30, 2026.

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 the 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.

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 ensuing Annual General 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 2025-26. There were no unclaimed deposits as at March 31, 2026.

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 2025-26, the Board states that: -

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(b) 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, 2026 and of the Profit of the Company for the financial year ended on March 31, 2026;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records

, in accordance with the provisions of the Act, for

l safeguarding the assets of the Company and for

i preventing and detecting fraud and other irregularities;

f (d) Annual accounts have been prepared on ‘going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the Company and that such internal

f financial controls are adequate and are operating

effectively; and

(f) 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, Mr. Ranjit Singh, Mr. Sandip Das, Mrs. Shalini Sarin, and Mr. Yogesh Kapur ; served on the Board of the Company.

After the closure of the financial year, Mr. Ranjit Singh (DIN:01651357) has completed his second term as an Independent ^l Director and ceased to be Director of the Company w.e.f May 11, 2026.

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, has appointed Mr. Rakesh Bhartia (DIN: 00877865) as an Independent Director of the ^ Company for a term of five consecutive years w.e.f. May 12, 2026 to May 11, 2031. In the opinion of the Board, he is a person of high repute, integrity and possesses the relevant experience and expertise.

In compliance with Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, he is registered with the databank maintained by the Indian Institute of Corporate Affairs (IICA). He has also passed the online proficiency selfassessment test conducted by IICA.

The shareholders of the Company have approved the said ^r appointment of Mr. Bhartia as an Independent Director by way of a special resolution passed through postal ballot on 3 July 4, 2026.

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 nonpromoter category and Mr. Pranay Kothari, Executive Director from non-promoter category.

After the closure of the financial year 2025-26, Mr. Sanjiv Chadha (DIN: 00356187) has resigned from the Directorship of the Company w.e.f. May 23, 2026. The Board of Directors, on the recommendation of Nomination and Remuneration Committee, has appointed Mr. Ranjit Singh (DIN: 01651357) as a Non-Executive, Non-Independent Director, liable to retire by rotation, w.e.f. May 25, 2026. The shareholders of the Company have approved the appointment of Mr. Singh by way of an ordinary resolution passed through postal ballot on July 4, 2026.

Mr. Iyad Malas, whose office is liable to retire by rotation, at the ensuing Annual General Meeting, being eligible, has offered himself for re-appointment.

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.

There was no change in the Key Managerial Personnel of the Company during the financial year under review.

Number of Meetings of the Board

During the financial year 2025-26, eight 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.

Board, Committees and Directors Evaluation

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

The evaluation process for financial year 2025-26 was conducted through structured and customized questionnaires. A set of questionnaires for the performance evaluation was circulated to the Directors and on the basis of those questionnaires, the evaluation of the Board, Committees and of the individual Directors (including the Independent Directors) was done for the financial year 2025-26.

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 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, Risk Management Committee and Finance Committee. The details of composition and terms of reference of these committees are provided in the Corporate Governance Report.

Corporate Social Responsibility 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 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 capitalisation criteria at the BSE Limited and National Stock Exchange of India Limited as on December 31, 2025.

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) and Regulation 22 of the Listing Regulations. This Policy establishes a vigil mechanism for Directors/Employees/other Stakeholders to report genuine concerns regarding unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct.

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 oRs. 37^th Annual General Meeting held on September 26, 2022 until the conclusion oRs. 42^nd 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 oRs. 44^th Annual General Meeting to be held for the financial year 2028-29. They act as Joint Auditors to

the existing Auditors viz. M/s. 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

The Board, on the recommendations of the Audit Committee, 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, Cost Accountants, (Firm Registration No. 000212) as Cost Auditors to audit the Cost Records of the Company for the financial year 2026-27. 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

Pursuant to Regulation 24A of the Listing Regulations, the shareholders of the Company, on the recommendation of the Board, had approved the appointment of M/s. RSM & Co, Practicing Company Secretaries (Firm Registration No. P1997DL17000), Peer Reviewed Practicing Company Secretaries, as the Secretarial Auditor of the Company for a term of five (5) consecutive financial years to conduct the Secretarial Audit, commencing from April 1, 2025 to March 31, 2030, at the 40^th Annual General Meeting of the Company held on September 15, 2025.

The Secretarial Audit Report received from them is annexed herewith and marked as "Annexure D". The said report does not contain any qualification, reservation, adverse remark or disclaimer.

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

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 arms-length 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 2025-26.

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).

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 the 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.

There has been no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 oRs. 2016) during the financial year.

There was no instance of one-time settlement with any Bank or Financial Institution during the financial year 2025-26.

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, the 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 were 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 being 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 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.