Polyspin Exports Ltd Directors Report

To the Members,

Your Directors have pleasure in presenting the Fortieth Annual Report on the business and operations of the Company and Audited Financial Statements for the year ended 31^st March, 2025.

Financial Results :

(Rs. in Lakhs)

Particulars	Year ended 31.03.2025	Year ended 31.03.2024
Sales and other Income	22,895.15	20,611.00
Operating Profit (Profit Before Finance Cost, Depreciation and Tax)	1,666.27	296.07
Less : Finance Cost	542.23	391.50
Profit / (Loss) before Depreciation and Tax	1,124.04	(95.43)
Less : Depreciation	437.66	316.72
Profit / (Loss) before Tax	686.38	(412.15)
Less : Tax Expenses - Current	93.42	--
Less : Tax Expenses - Deferred	214.51	(166.09)
Profit / (Loss) after tax for the year from continuing Operations	378.45	(246.06)
Add : Profit / (Loss) after tax for the year from Discontinued Operations (110.93)	(85.45)
Add : Other Comprehensive Income	53.19	38.50
Total Comprehensive Income	320.71	(293.01)

SHARE CAPITAL

The Authorized Share Capital of the Company as on 31^st March, 2025 is Rs.5,00,00,000 consisting of 1,00,00,000 equity shares of Rs. 5 each.

The Paid-up Share Capital of the Company is Rs.5 Crores (Previous Year: Rs.5 Crores) consisting of 1,00,00,000 equity shares of Rs.5 each.

There was no public issue, rights issue, bonus issue or preferential issue, etc., during the year. Further, the Company has not issued shares with differential voting rights or sweat equity shares, nor has it granted any stock options during the year under review.

DIVIDEND

Your Directors have not recommended any Dividend for the financial year 2024-25.

TRANSFER TO RESERVE

Your Directors have approved the transfer of Rs.1.50 crores to the General Reserves for the year ended March 31,2025.

MANAGEMENT DISCUSSION AND ANALYSIS, REVIEW OF THE OPERATION, CURRENT TRENDS AND FUTURE PROSPECTS:

COMPANY PERFORMANCE

During the year, the performance of your Company was excellent. The turnover has increased from Rs.202.21 Crores to Rs. 225.14 Crores due to revival of the US economy from inflation and the improvement in the order position. The table below shows comparative quantitative figures of production and sales of the Companys products.

PRODUCTION AND SALES

Quantity of Production and Sale of the Companys Products

i.e., FIBC Bags and OE Spinning Yarn for the year ended 31.03.2025 and 31.03.2024 are as follows:

S. No. Particulars	Year ended 31.03.2025	Year ended 31.03.2024
1. Production	Quantity (Kgs.)	Quantity (Kgs.)
1) FIBC Bags & PP Woven Bags	1,24,29,433	1,16,86,376
2) PP Woven Fabrics	23,918	69,164
3) PP Yarn	--	1,96,040
4) Multifilament Yarn**	8,90,125	9,70,739
5) Cotton Yarn (Discontinued Operations)	--	3,90,991
2. Sales
1) FIBC Bags & PP Woven Bags	1,25,30,896	1,15,52,924
2) PP Woven Fabrics	23,918	69,164
3) PP Yarn	--	1,96,040
4) Multifilament Yarn**	33,287	42,226
5) Cotton Yarn (Discontinued Operations)	--	4,90,893

Multifilament Yarn**

Out of 8,90,215 Kgs. of Multifilament Yarn produced, we have captively consumed 7,49,019 Kgs. for FIBC bags production.

FIBC BAGS DIVISION

The FIBC Division has registered a Turnover of Rs.225.14 Crores as against Rs.202.21 Crores of the previous year due to improved price realization and receding inflationary pressure in the US economy. The FIBC Market is highly competitive with a large number of global and regional players competing on factors such as product quality, innovation, price, distribution network and customer service.

The global Flexible Intermediate Bulk Container (FIBC) industry experienced notable growth during the fiscal year 2024-2025, positioning itself as a critical segment within the industrial packaging landscape. According to recent analysis by Straits Research, the global FIBC market reached a valuation of USD 8.36 billion in 2024 and is expected to grow to USD 12.86 billion by 2033, at a steady compound annual growth rate (CAGR) of 4.9% during the forecast period (2025-2033). This expansion reflects the increasing global reliance on cost-effective and efficient bulk packaging solutions.

One of the primary drivers of this growth is the surge in international trade. Emerging economies, particularly in Asia have shown robust economic activity leading to greater import-export volumes. As global logistics systems demand higher packaging standards for safety, durability and compliance, FIBCs have become the preferred choice for transporting bulk commodities across borders. Their versatility, reusability and customizability further enhance their appeal across industries.

Additionally, the healthcare sector has emerged as a significant consumer of FIBC products. Accelerated healthcare investments, combined with rising chronic disease cases in regions like Asia-Pacific and the Middle East have led to increased demand for hygienic and reliable packaging solutions. Pharmaceutical raw materials and medical-grade chemicals now often require FIBCs for safe transport and storage, contributing to market expansion.

India remains at the forefront of global FIBC supply. The Indian FIBC industry saw substantial export growth in 2024-2025, driven by its competitive manufacturing costs, consistent product quality and enhanced production capabilities. India currently accounts for approximately 75% of FIBC imports into Europe and 72% into the U.S., solidifying its role as a global market leader?especially as sourcing preferences shift away from China.

Furthermore, the rise of e-commerce has significantly influenced packaging demands. With online retail expected to represent over 12% of all retail in Western Europe and over 19% in the United States, supply chain logistics have expanded rapidly, necessitating durable and scalable packaging solutions like FIBCs.

2024-2025 has been a transformative year for the FIBC industry, characterized by rising global demand, sectoral diversification and strong performance from key manufacturing hubs like India. The industry is expected to maintain this growth momentum, adapting to global trade dynamics, evolving consumer markets and shifting supply chain needs.

Following the 26% tariff announced by the Trump administration, a temporary 90-day pause began on April 9, 2025. A lower 10% tariff remains in effect. Thus far, this has not significantly impacted our orders. However, we may need to consider shared cost arrangements with clients if conditions change. Latest news say US is to cut tariffs on China from 145% to 30% for a 90 day period but Indian suppliers still seem to be better positioned compared to Chinese exporters facing steeper tariffs.

At Polyspin, we take pride in being one of Indias oldest manufacturers and exporters of FIBCs. Our advanced manufacturing facilities and cutting-edge machinery ensure the highest quality of finished products. Our philosophy centers on continuous improvement?across products, processes, systems, and our team?enabling us to unlock new possibilities and build strong capabilities. This drive helps us stay focused on achieving leadership in our core business areas while fostering long-term customer relationships. We are committed to delivering customer satisfaction through ongoing innovation, supported by a culture of positivity and collaboration.

Polyspin continues to grow by focusing on its key strengths and future opportunities. One of our major areas of focus is research and development, where we work continuously to enhance our manufacturing systems and improve traceability. This leads to higher productivity and better inventory control. We have introduced automation in supporting processes within manufacturing, which helps us reduce manual work and improve efficiency. Our fabric store is equipped with a barcode system that prevents materials from staying too long in storage and which helps in effective and efficient material movement between departments and processes, which is important for smooth functioning as well as maintaining UV protection in the fabric. To manage waste better, we use automated systems that detect defects in fabrics early, helping us reduce material loss. All our workers are permanent employees, which allows us to provide regular training and skill development. This results in improved product quality and better output. We are committed to sustainable practices with our energy needs met through in factory solar power and our own windmill. Customer feedbacks are thoroughly reviewed to find the root cause and corrective actions are taken. Actions are recorded and closely monitored. We aim to reply to all customer queries within 24 hours or within 48 hours if more clarification is needed. These ongoing efforts help strengthen our operations and open up new opportunities for growth in the future.

Along with general industrial risks that any company would face, our industry specifically given the highly labour-intensive nature of the industry, there is an ongoing risk related to workforce management. Challenges such as high attrition rates, skill gaps and the need for continuous training can impact productivity and operational efficiency. Additionally, frequent updates in government labour policies require constant monitoring and compliance. Failure to adapt to these regulations or maintain a stable workforce could lead to disruptions in production, increased costs or legal non-compliance. To mitigate this risk, Polyspin invests in regular skill development programs, employee engagement initiatives and closely monitors labour laws to ensure timely and appropriate action.

We believe our employees are the foundation of our success. We are committed to supporting them and giving back to the communities around us. Last year, we offered career guidance to students of class 10 and 12 and hosted a summer camp for children. These efforts reflect our belief that a strong company grows with a strong and supported community.

We have continued to align our operations with market trends through focused strategy and innovation. Key highlights include:

Strong client retention and continuous in-coming orders.

Working continuously on increasing Operational efficiencies through automation, Time study, Motion study and focusing on Value Added bags.

Progress in digital systems integration.

With global sourcing shifting in our favour and continued demand, we expect sustained growth. The industry outlook remains positive, though we will stay alert to any trade or macroeconomic shifts.

OPEN END SPINNING DIVISION

The Company had permanently closed the operations of textile division during the last financial year 2023-24 due to unviability of prices and continued market slow-down. The management has completed the realization process during September 2024. The Machineries of Book value Rs. 57.22 lakhs out of Total Assets held for sale of Rs.5.84 Crores were re-employed for FIBC division. The management intends to use those machines for FIBC division and will be disposed whenever the prospective buyers are identified.

The details of discontinued operations are as follows:

Total Profit/ (Loss) of Discontinued operations was (Rs.110.93) Lakhs. Out of Total Losses made, the loss pertains to sales of Machineries was Rs. 106.60 lakhs.

SOLAR PLANT

The Company has completed the installation of 1.304 MW (1304 kWp) Roof Top Solar Power Plant at FIBC Division in the last year with an intent to reduce the power cost through Captive Consumption. The Solar Panels started generating powers from April 2024 onwards. The Solar Panel has generated 17,31,492 units during the year and these were used for captive consumption.

FINANCIAL PERFORMANCE

(Rs.in Lakhs)

S. No. Particulars	31.03.2025	31.03.2024
1. Revenue from Operations	22,513.84	20,221.32
2. EBITDA (before exceptional items)	1,666.27	296.07
3. Profit After Tax	378.45	(246.06)
4. Cash Profit / (Loss)	1,124.04	(95.43)
5. Earnings Per Share (in Rs.)	2.67	(3.31)
6. Cash EPS (in Rs.)	11.24	(0.95)
7. Net Worth	5,456.60	5,142.67
8. Capital Employed	14,001.22	7,486.08
9. Fixed Assets (including Capital Work in Progress (CWIP))	5,010.06	5,291.28

KEY FINANCIAL RATIOS

In accordance with Schedule V (B) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Key Financial Ratios for the financial year 2024-25 are given below.

S. No. Particulars	31.03.2025	31.03.2024
1. Debtor Turnover Ratio (in times)	6.07	7.82
2. Inventory Turnover Ratio (in times)	5.80	5.12
3. Interest Coverage Ratio (in times)	3.07*	(0.05)
4. Current Ratio (in times)	1.27	1.25
5. Debt Equity Ratio (in times)	1.57	1.45
6. Operating Profit Margin (%) before exceptional Items	7.28*	0.02
7. Net Profit Margin (%) after exceptional items	1.19*	(1.56)
8. Return on Net Worth	4.90*	(6.44)
9. Total Debt / EBITDA	5.12*	25.24
10. Return on Capital Employed	8.78*	(0.70)

There have been significant change (i.e. 25% or more) in the following ratios.

- For Serial No.3, 6, 7,8, 9 and 10 due to Improved revenue and profitability.

SOURCES OF FUNDS Own Funds

The Companys Net Worth has increased to Rs.5,456.62 Lakhs as on 31^st March, 2025 as against Rs.5,142.67 Lakhs of the previous year.

Equity

The Companys equity comprises 1,00,00,000 equity shares with a face value of Rs.5 per share, with Promoters holding of 46.81 % as on 31^st March, 2025.

Book Value

The Book Value of shares as on 31^st March, 2025 is Rs.58.61 per share.

Other Equity

Th e Co m pa n y s oth e r e q u i ty I n crea se d to Rs. 4,956.60 Lakhs as on 31^st March, 2025 as against Rs. 4,642.67 Lakhs of the previous year. Free reserves constitute 100% of the other equity.

Long Term Borrowings

The Companys Long Term borrowings stood at Rs. 1,917.11 Lakhs as on 31^st March, 2025 compared to Rs. 2,599.90 Lakhs of the previous year as detailed below.

(Rs.in Lakhs)

Particulars	2024-2025	2023-2024
Long Term Loan	1,535.95	2,052.26
Current Maturities of Long Term Borrowings	381.16	547.64
Total	1,917.11	2,599.90

APPLICATION OF FUNDS Gross Block

The Companys Gross Block of Fixed Assets increased to Rs. 8,413.91 Lakhs as against Rs. 8,436.82 Lakhs of the previous year.

RISK MANAGEMENT

The Company has robust management architecture. The Company identifies categories, maps mitigation strategies and monitors potential risks. The strategies are drawn up considering potential risks within the short / medium / long term outlook:

Type of Risk	Mitigation Strategy	Outlook
Industry Risk Softening demand for FIBC bags will impact off take.	Minimize cost of production and develop long term relationships so as to the supplier of choice.	Long Term
Raw Material Risk Unavailability of raw material can diminish production capacity.	Long term relationship with suppliers of PP Granules ensures steady availability.	Short to Long Term
Regulatory Risk Change in regulation or legislation may derail production strategy.	Tracks regulations consistently and monitors statutory industry compliances or any changes to them.	Medium Term
Operational Risk Inefficient operational practices could influence production cost and affect competitive.	- Maintain equipment regularly to avoid untimely breakdown. - Focuses on upgrading technology and processes to enhance efficiency. - Employs various safety precautions to reduce accidents.	Short Term
Exchange Risk Currency market volatilities may impact margins.	- Hedges export proceeds using forward contracts and avail PCFC in Foreign currency for working capital . - Focuses on obtaining long term contracts and spot sales that optimize off take and realizations.	Short Term

BOARD OF DIRECTORS

At the 39^th Annual General Meeting held on 30-08-2024, the following Directors were re-appointed as an Independent Directors for a second term of 5 consecutive years as per the details provided below:

Period from September 1,2024 up to August 31,2029

1. Shri S.R. Venkatanarayana Raja

2. Shri V.S. Jagdish

3. Shri R. Sundaram

Period from September 20, 2024 to September 19, 2029

Shri Rajesh Devarajan

In accordance with the provisions of Section 152 of the Companies Act, 2013, Smt. Durga Ramji (DIN: 00109397) Director retire by rotation at the ensuing Annual General Meeting, and being eligible, offer her selves for reappointment. The Board recommend her reappointment.

Key Managerial Personnels (KMPs)

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the KMPs of the Company as on date are;

1. Shri R. Ramji, Managing Director

2. Shri B.Ponram, Chief Operating Officer

3. Shri S. Seenivasa Varathan, Chief Financial Officer

4. Shri A. Emarajan, Company Secretary & Compliance Officer

Appointment of Independent Directors

The Independent Directors hold office for a period of 5 years and are not liable to retire by rotation. No Independent Directors retired during the Year.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act.

Pursuant to Rule 8(5) (iii) of Companies (Accounts) Rules, 2014, it is reported that, other than the above, there have been no changes in the Directors or Key Managerial Personnel during the year.

The Company has formulated a code of conduct for the Directors and Senior Management Personnel, which has been complied with.

The Audit Committee has four members, out of which three are Independent Directors. Pursuant to Section 177(8) of the Companies Act, 2013, it is reported that there has not been an occasion, where the Board had not accepted any recommendation of the Audit Committee.

Policy of Directors Appointment and Remuneration

In accordance with Section 178(3) of the Companies Act, 2013 and based upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors have approved a policy relating to appointment and remuneration of Directors, Key Managerial Personnel and Other Employees. The objective of the Nomination and Remuneration Policy is to ensure that the level and composition of remuneration is reasonable, the relationship of remuneration to performance is clear and appropriate to the long-term goals of the Company. The policy also envisages and takes into account the total involvement with dedication and human touch.

The Nomination and Remuneration Committee and this Policy shall be in compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the policy during the year under review.

The web address of the Policy is at http: //polyspin.org/admin/policy/Nomination%20Remuneratio n%20Policy.pdf.

None of the Directors are disqualified under Section 164 of the Companies Act, 2013.

BOARD EVALUATION

Pursuant to Section 134(3) (p) of the Companies Act, 2013 and Regulation 25(4) of SEBI (LODR) Regulations, 2015, Independent Directors have evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, Performance of the Board as a whole and its Members and other required matters.

Pursuant to Schedule II Part D of SEBI (LODR) Regulations, 2015, the Nomination and Remuneration Committee has laid down evaluation criteria for performance evaluation of Independent Directors, which will be based on attendance, expertise and contribution brought in by the Independent Directors at the Board Meeting and Committee Meetings, which were taken into account at the time of re-appointment of Independent Director.

Pursuant to Regulation 17(10) of SEBI (LODR) Regulations, 2015, the Board had carried out an annual evaluation of its own performance as well as that of its Committees and individual directors. The evaluation has been made based on the evaluation criteria as approved by the Nomination and Remuneration Committee.

MEETINGS

During the year under review, five meetings of the Board were held. The details of the Board and Committee Meetings are provided in Corporate Governance Report forming part of this report.

SECRETARIAL STANDARD

As required under clause 9 of Secretarial Standard 1, the Board of Directors of the Company confirm that the Company has complied with the applicable Secretarial Standards.

ORDERS PASSED BY REGULATORS

Pursuant to Rule 8(5) (vii) of Companies (Accounts) Rules, 2014, it is reported that, no significant and material orders have been passed by the Regulators or Courts or Tribunals, which would impact the going concern status of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has implemented and evaluated the Internal Financial Controls, which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. In accordance with Rule 8(5) (viii) of Companies (Accounts) Rules, 2014, it is hereby confirmed that the Internal Financial Controls are adequate with reference to the financial statements and operations of the Company.

INTERNAL AUDIT

Shri P. Ramadoss FCA (MRN 201506) the Internal Auditor, submits his Internal Audit Reports to the audit committee, which are reviewed by Audit Committee as well as by the Board. Further, the Board annually reviews the effectiveness of the Companys internal control and audit system.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186(4) of the Companies Act, 2013, it is reported that the Company has not given any loans, guarantees and no investments has been made in bodies corporate or firm during the financial year. The particulars of the investments already made by the Company are provided under Note No.4 of Notes forming part of accounts of Standalone Financial Statements.

REP O RT ON CORP ORATE GOVE RNANCE

The Company has complied with the requirements of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is annexed herewith and it forms part of the Directors Report as per Annexure - I as required under Schedule V (C) of LODR Regulations. A certificate from the Secretarial Auditor confirming compliance is also enclosed as Annexure - II, as required under Schedule V (E) of LODR. The code of conduct as ap proved by the board is provided in the above annexure and website.

CORPORATE SOCIAL RESPONSIBILITY

The Company has taken corporate social responsibility initiatives. The Committee comprising one Independent Director and two directors has been constituted as CSR Committee to develop CSR policy and implement the CSR initiatives whenever it is applicable to the Company.

The CSR Policy is available at the companys website at the following link: http://polyspin.org/admin/policy/coporate% 20social%20 responsibility.pdf.

During the year under review, the CSR obligation was not applicable to the Company since the Company is not fulfilled any one of the criteria as provided in Section 135(1) of the Companies Act, 2013.

STATUTORY AUDIT :

M/s. Krishnan and Raman (Firm Registration No. 001515S), Chartered Accountants were appointed as Statutory Auditor of your Company at the Annual General Meeting held on 26-08-2022 for the first term of 5 consecutive years. They will hold office till the 42^nd Annual General Meeting to be held in the year 2027.

The report given by the Statutory Auditor on the financial statements of the Company for the financial year 2024-25 is part of this Annual Report. There has been no qualification, reservation or adverse remark given by the Auditors in their Report.

COST AUDIT:

As per provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, the Government has not notified the products of our Company to which the Cost Audit would be applicable. Hence, the Cost Audit was not conducted for your Company for the financial year 2024-25.

SECRETARIAL AUDIT:

Pursuant to Provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company has appointed Mr. B. Subramanian, Company Secretary in Practice, Chennai to conduct the Secretarial Audit of the Company for the financial year ended 31^st March, 2025. The Secretarial Audit Report (in Form MR - 3) is enclosed as Annexure - III to this report.

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Certificate from the Secretarial Auditor that none of the Companys Director have been debarred or disqualified from being appointed or continuing as Directors of the Companies is enclosed as Annexure III A to this report.

Further, upon the recommendation of the Audit Committee, the Board of Directors approved and recommended for shareholders approval for the appointment of Shri B. Subramanian (CP No. 2275), Practising Company Secretary as Secretarial Auditor of the Company for a term of five consecutive years beginning from the financial year 2025-26 as per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Annexure - IV to this report.

EXTRACT OF ANNUAL RETURN

As per Section 92(3) and 134 (3)(a) of the Companies Act, 2013, the Company has uploaded the extract of Annual Return in the Company website at www.polyspin.org. The said return can be accessed at the following link http://polyspin.org/admin/investor relation/Annual Return.pdf.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

As on March 31,2025, the Company is having one Associate Company namely M/s. Lankaspin Private Limited, Srilanka and does not have any Subsidiary or Joint Venture.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 a statement containing the salient features of the financial statements of Associate Company in Form AOC 1 is enclosed as Annexure V.

CONSOLIDATED FINANCIAL STATEMENTS

As per provisions of Section 129(3) of the Companies Act, 2013 and Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies are required to prepare consolidated financial statements of its Subsidiaries and Associates to be laid before the Annual General Meeting of the Company.

Accordingly, the consolidated financial statements incorporating the accounts of Associate Company viz. M/s. Lankaspin Private Limited, Srilanka along with the Auditors Report thereon, forms part of this Annual Report. As per Section 136(1) of the Companies Act, 2013, the financial statements including consolidated financial statements are available at the Companys website at the following link at www.polyspin.org.

The consolidated net profit after tax of the Company amounted to Rs. 410.22 Lakhs for the year ended 31^st March 2025 as against the Net Loss after tax of Rs. 278.42 Lakhs of the previous year.

The consolidated Total Comprehensive Income for the year under review is Rs. 463.41 Lakhs as compared to (Rs. 239.92 Lakhs) of the previous year.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSEL) ACT, 2013

The Company has constituted an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress the complaints received for sexual harassment.

During the year, the Company has not received any complaints on sexual harassment.

PUBLIC DEPOSITS

Pursuant to Rule 8(5)(v) & (vi) of Companies (Accounts) Rules, 2014, it is reported that the Company has not accepted any fixed deposit from the public during the year under section 73 of the Act. The Company has no deposit, which is not in compliance with the Chapter V of the Companies Act, 2013.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, the Company has established a Vigil Mechanism and has a Whistle Blower Policy. The policy is available at the Companys website.

A forum to enable the concerned personnel of the Company to report any deviation or other acts which are against the general code of conduct of personnel, business and other activities has been created.

RISK MANAGEMENT POLICY

The Company has developed and implemented a risk management policy, as required under Regulation 17(9) of SEBI (LODR) Regulations, 2015 and Pursuant to Section 134(3)(n) of the Companies Act, 2013. An internal Risk Management Committee has been formed to address and evaluate various risks impacting the Company, in practice with reference to the forex and interest rate. At present, the committee has not identified any element of risk which may threaten the existence and development of the Company.

The Company has laid down a Risk Management Policy and Procedure to inform the Board Members about the Risk assessment and minimization process, which is a vigorous and active process for identification and mitigation of risks. The production and sales are monitored and any deviation from the projected is identified, solution found and necessary rectifications are done periodically.

Audit Committee as well as the Board of Directors has adopted the Risk Management Policy and the Audit Committee reviews the risk management and mitigation plan from time to time.

MATERIAL CHANGES AND COMMITMENTS

No Material changes and commitments, affecting the financial position of the Company has occurred between the end of the financial year 2024-25 and till the date of this report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors are annexed as Annexure - VI and forms part of this Report.

RELATED PARTY TRANSACTIONS

There were no materially significant related party transactions which could have potential conflict with the interests of the Company. Transactions with related parties are in the ordinary course of business and on arms length basis and are periodically placed before the Audit Committee and Board for its approvals and Form AOC-2 is enclosed as Annexure-VII.

In accordance with Indian Accounting Standard - 24 (Related Party Disclosure), the details of transaction with Related Parties are provided in Note No. 31 of Notes Forming Part of Accounts of Standalone Financial Statements.

As required under Regulation 46(2)(g) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Related Party Transaction Policy is available on the Company Website and its web link is http://polyspin.org/admin/policy/uploaded- 62cbabf72c23d8.47105888.pdf.

HUMAN RESOURCES

Your Company treats its “human resources” as one of its most important assets. Your Company enjoys a very cordial relationship with workers and employees at all levels.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused attention are currently underway. Your Companys thrust is on the promotion of talent internally, through job rotation and job enlargement.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Investor Education Protection Fund (uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31-03-2024 with the Ministry of Corporate Affairs.

The Company has transferred the unclaimed dividend amount of Rs.4,21,896/- for the financial year 2016-17 to IEPF on 16-10-2024. The Company has also transferred 28,520 Equity shares to IEPF on 29-10-2024. The unclaimed dividend pertaining to the year 2017-2018 will be transferred to the IEPF on or before 11-09-2025.

CODE OF CONDUCT

The Board has laid down the code of conduct for Directors of the Company and Senior Management Personnel.

The Directors shall follow in letter and spirit the provisions as contained in section 166 of the Companies Act, 2013. They shall also follow general principles of pillars of character. The same with certain variation involving their nature of work applies to the senior management personnel. All the directors of the board and senior management personnel have confirmed the compliance with the code.

INSIDER TRADING

The Company has formulated and implemented the code of conduct for prevention of insider trading with regard to the securities by directors and designated person of the Company as per SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Code of Conduct is posted on the website of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that;

(a) in the preparation of the annual accounts for the year ended 31-03-2025, the applicable accounting standard had been followed along with proper explanation relating to material departures;

(b) they had 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 31-03-2025 and profit of the Company for the year on that date;

(c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they had prepared the Annual Accounts on a going concern basis;

(e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors wish to take this opportunity to place on record their gratitude and sincere appreciation for the timely and valuable assistance and support received from Bankers - Axis Bank Limited, State Bank of India, Share Transfer Agent, Sundaram Finance Limited, Customers, Suppliers, Shareholders and Regulatory Authorities.

The Board also expresses and records its appreciation for the hard and dedicated efforts of the employees as a team at all levels.

On Behalf of the Board, For POLYSPIN EXPORTS LIMITED,	S.V. RAVI	R.RAMJI
Place : Rajapalayam	Director	Managing Director & CEO
Date : May 29, 2025	(DIN : 00121742)	(DIN : 00109393)