Polyspin Exports Ltd Directors Report

To the Members,

Your Directors have pleasure in presenting the Forty First Annual Report on the business and operations of the Company and Audited Financial Statements for the year

(Rs. in Lakhs)

Financial Results :	Year ended Year ended 31.03.2019	Year ended Year ended 31.03.2018
Particulars	31.03.2026	31.03.2025
Sales and other Income	22,963.28	22,895.15
Operating Profit
(Profit Before Finance Cost, Depreciation and Tax) 1,522.04	1,666.27
Less : Finance Cost	571.38	542.23
Profit / (Loss) before Depreciation and Tax	950.65	1,124.04
Less : Depreciation	459.67	437.66
Profit / (Loss) before Tax	490.99	686.38
Less : Provision for Taxation
- Current	80.81	93.42
- Deferred	20.14	214.51
Profit / (Loss) after tax for the year from continuing Operations	390.04	378.45
Add : Profit / (Loss) after tax for the year from Discontinued Operations	--	(110.93)
Add : Other Comprehensive Income	(5.42)	53.19
Total Comprehensive Income	384.62	320.71

SHARE CAPITAL

The Authorized Share Capital of the Company as on

31 March, 2026 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 2025-26.

TRANSFER TO RESERVE

Your Directors have approved the transfer of Rs.1.50 Crores to the General Reserves for the year ended March 31, 2026.

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

COMPANY PERFORMANCE

During the year, the performance of your Company was good. The turnover has increased from Rs.225.14 Crores to Rs. 225.76 Crores. 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 for the year ended 31.03.2026 and 31.03.2025 are as follows:

S.No. Particulars	Year ended 31.03.2026	Year ended 31.03.2025
	Quantity (Kgs.)	Quantity (Kgs.)
1. Production
1) FIBC Bags & PP Woven Bags	1,16,74,701	1,24,29,433
2) PP Woven Fabrics	52,560	23,918
3) PP Yarn	--	--
4) Multifilament Yarn**	7,56,175	8,90,125
2. Sales
1) FIBC Bags & PP Woven Bags	1,17,55,424	1,25,30,896
2) PP Woven Fabrics	52,560	23,918
3) PP Yarn	--	--
4) Multifilament Yarn**	995	33,287

Multifilament Yarn**

Out of 7,56,175 Kgs. of Multifilament Yarn produced, we have captively consumed 7,55,180 Kgs. for FIBC bags production.

FIBC BAGS

The Company has registered a Turnover of Rs.225.14 Crores

as against Rs.225.76 Crores of the previous year.

The Flexible Intermediate Bulk Container (FIBC) industry forms an integral part of the global industrial packaging segment, catering to a wide spectrum of end-user industries such as chemicals, agriculture, food processing, pharmaceuticals and construction.

During the financial year 2025–26, the global FIBC industry continued to exhibit stable growth trends, supported by sustained demand for efficient bulk packaging solutions. The industry is characterised by high dependence on global trade

flows, given the export-oriented nature of production in key manufacturing geographies, including India.

The global market is estimated to have grown at a moderate pace, driven by increasing adoption of cost-effective and reusable packaging formats, alongside a gradual transition towards environmentally sustainable materials.

During the year under review, the FIBC industry demonstrated resilience despite a challenging external environment. Demand remained relatively stable across key end-use segments, particularly:

l Agriculture and food products. l Chemicals and hazardous materials. l Construction and infrastructure.

The industry also witnessed increasing demand for specialized products, including UN-certified and anti-static FIBCs, reflecting evolving customer requirements and regulatory standards. However, the performance of the industry was impacted by:

Volatility in raw material prices, p a r t i c u l a r l y p o l y p r o p y l e n e . l Uncertainties in global trade policies.

These factors resulted in moderation in capacity utilization

levels in certain periods during the year.

The Indian FIBC industry continues to be a significant contributor to global supply, supported by its cost competitiveness, manufacturing capabilities and established export relationships. India remains among the key exporting nations in the FIBC segment, with a strong presence in major markets such as the United States and Europe.

During the year, the Indian FIBC industry recorded steady

growth, broadly in line with global demand trends .

l Indian manufacturers continued to maintain competitive positioning in terms of pricing and quality.

l There was increasing focus on value-added products

and compliance with international standards.

The industry, however, remains exposed to external demand

conditions, given its export-oriented nature.

Impact of Trade Policies (US Tariffs):

During the year, the imposition of higher tariffs by the United States on FIBC imports had an impact on the industry, particularly for Indian exporters. The key implications included:

l Reduced price competitiveness in the US market. l Temporary slowdown in export volumes. l Pressure on margins for export-oriented players.

Subsequently, the moderation of tariff rates during the latter

part of the financial year led to: l Gradual recovery in demand from the US market. l Improvement in order flows and customer sentiment.

The industry responded by:

l Exploring alternative export markets. l Increasing focus on product differentiation and

value addition.

While the tariff measures had a short-term impact, the long-term structural competitiveness of the Indian industry remains intact.

Opportunities and Outlook:

The outlook for the FIBC industry remains positive over the medium term, supported by structural growth drivers. Key opportunities include:

l Growth in global trade and industrial activity. l Increasing demand for sustainable and recyclable

packaging solutions. l Expansion in chemicals, food processing and infrastructure sectors. l Shift in global sourcing strategies favouring cost- competitive manufacturing destinations such as India.

The Indian FIBC industry is expected to:

l Continue to benefit from export opportunities. l Witness increased demand for specialized and high-

value products. l Improve operational efficiencies through technology adoption and automation.

Risks and Concerns:

The industry is subject to the following risks and uncertainties:

Volatility in raw material prices, particularly

polypropylene.

l Dependence on export markets, exposing the industry to global demand cycles.

l Changes in trade policies and tariff structures. l Increasing regulatory and environmental

compliance requirements. l Competitive pressures from other low-cost manufacturing countries.

Outlook:

The FIBC industry is expected to maintain a stable growth trajectory in FY 2026–27, subject to macroeconomic conditions and trade environment.

Improvement in global trade flows, coupled with easing of supply chain disruptions, is expected to support higher capacity utilisation and demand recovery. The Indian industry is likely to retain its competitive position in global markets, supported by cost advantages and evolving product capabilities.

MODERNIZATION

During the year, as a part of modernization, the Company has installed the 6 Nos. of Nova 62 Circular Looms at a cost of Rs.1.22 Crore by replacing the 6 nos. of old looms in order to increase the production of the Company.

SOLAR PLANT

During the year, the Companys 1.304 MW (1304 kWp) Roof Top Solar Power Plant has generated 17,00,056 units during the year and these were used for captive consumption.

FINANCIAL PERFORMANCE

(Rs.in Lakhs)

S.No.	Particulars	31.03.2026	31.03.2025
1.	Revenue from Operations	22,575.52	22,513.84
2.	EBITDA (before exceptional items)	1,522.04	1,666.27
3.	Profit After Tax	390.04	378.45
4.	Cash Profit / (Loss)	950.66	1,124.04
5.	Earnings Per Share (in Rs.)	3.90	2.67
6.	Cash EPS (in Rs.)	9.51	11.24
7.	Net Worth	5,942.46	5,456.60
8.	Capital Employed	13,029.85	14,001.22
9.	Fixed Assets	4,859.53	5,010.66
	(including Capital Work in Progress (CWIP))

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 2025-26 are given below.

S.No.	Particulars	31.03.2026	31.03.2025
1.	Debtor Turnover Ratio (in times)	5.67	6.07
2.	Inventory Turnover Ratio (in times)	5.83	5.80
3.	Interest Coverage Ratio (in times)	2.66	3.07
4.	Current Ratio (in times)	1.53	1.27
5.	Debt Equity Ratio (in times)	1.19	1.57
6.	Operating Profit Margin (%) before exceptional Items	6.63	7.28
7.	Net Profit Margin (%) after exceptional items	1.73	1.19
8.	Return on Net Worth	7.50	4.90
9.	Total Debt / EBITDA	4.66	5.12
10.	Return on Capital Employed	8.48	8.78

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

following ratios.

- For Serial No.7 and 8 are due to improvement in the Net Profit

after Tax.

SOURCES OF FUNDS

Own Funds

The Companys Net Worth has increased to Rs.5,942.46

Lakhs as on 31 March, 2026 as against Rs.5,456.60 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

46.83% as on 31 March, 2026.

Book Value

The Books Value of shares as on 31 March, 2026 is Rs.59.43

per share.

Other Equity

The Companys other equity increased to Rs. 5,442.46 Lakhs

as on 31 March, 2026 as against Rs. 4,956.60 Lakhs of the previous year. Free reserves constitute 100% of the other equity.

Long Term Borrowings

The Companys Long Term borrowings stood at Rs. 2,846.96 Lakhs as on 31 March, 2026 compared to Rs. 1,917.11 Lakhs

(Rs.in Lakhs)

Particulars	2025-2026	2024-2025
Long Term Loan	2,183.45	1,535.95
Current Maturities of Long Term Borrowings	663.51	381.16
Total	2,846.96	1,917.11

APPLICATION OF FUNDS

Gross Block

The Companys Gross Block of Fixed Assets increased to Rs. 8,657.04 Lakhs as against Rs. 8,413.91 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 M i n i m i z e c o s t o f Long Term Softening demand for production and develop FIBC bags will impact long term relationships offtake. so as to the supplier of choice.

Raw Material Risk Long term relationship

Unavailability of raw with suppliers of PP S h o r t t o material can diminish G r a n u l e s e n s u r e s Long Term production capacity. steady availability.

Regulatory Risk T r a c k s r e g u l a t i o n s Change in regulation consistently and monitors or legislation may statutory industry Medium Term derail production compliances or any strategy. changes to them.

Operational Risk -	Ma intain equipme nt
Inefficient operational p r a c t i c e s c o u l d influence production - c o s t a n d a f f e c t competitive. -	regularly to avoid unti mely breakdo wn. Focuses on upgrading technology and processes Short Term to enhance efficiency. Employs various safety precautions to reduce accidents.
E x c h a n g e R i s k -	Hedges export proceeds
C u r r e n c y m a r k e t volatilities may impact margins. -	using forward contracts and avai l PCFC in Foreign currency for w o r k i n g c a p i t a l . Short Term Focuses on obtaining long term contracts and spot sales that optimize offtake and realizations.

BOARD OF DIRECTORS

Shri R. Ramji (DIN: 00109393) ceased to be Managing Director of the Company due to his sudden demise on May 3, 2026. Based on the recommendation of the Nomination and Remuneration Committee and Audit Committee at their meeting held on 29-05-2026, the Board of the Directors at their meeting held on May 29, 2026 have appointed Smt. Durga Ramji (DIN: 00109397), Non-Executive Director as Managing Director of the Company for a period of 3 years and appointed Smt. Shwetha Ramji (DIN: 07702567) as Additional Director of the Company with effect from 29-05-2026. Approval of the members has been sought for their appointment as set out in the Notice convening the Annual General Meeting of the Company.

In accordance with the provisions of the Companies Act, Shri S.R. Subramanian (DIN: 00122141), Director retire by rotation at the ensuring Annual General Meeting and is being eligible offer himselves for re-appointment.

Key Managerial Personnels (KMPs)

Shri R.Ramji, Managing Director ceased to be a Key Managerial Personnel of the Company due to his demise on May 03, 2026. The Board of Directors places on record its wholehearted condolence to the family of Shri R.Ramji for his unfortunate demise and also place on record appreciation for wisdom, knowledge and guidance provided by him during his tenure with the Company.

Pursuant to the provisions of Section 203 of the Companies

Act, 2013, the KMPs of the Company as on date are;

1. Smt. Durga Ramji, Managing Director (From May 29, 2026)

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.

T h e w e b a d d r e s s o f t h e P o l i c y i s a t 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.

REPORT ON CORPORATE GOVERNANCE

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 approved 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.

Your Directors are pleased to inform that the amount required to be spent on CSR for the financial year 2025-2026 was Rs. 4,33,814/-. The Company had incurred CSR expenditure of Rs. 6,13,500/-. Accordingly, the Company fulfilled its obligation on CSR for the financial year 2025-2026. The excess spent of Rs.1,79,686/- is available for set off in the forthcoming financial years.

The CSR Policy is available at the companys website at the f o l l o w i n g l i n k : h t t p : / / p o l y s p i n . o r g / a d m i n / p o l i c y / Corporate%20Social%20Responsibility.pdf.

The Annual Report on CSR as prescribed under Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as Annexure-III.

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

nd

will hold office till the 42 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 2025-26 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 2025-26.

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

s t

31 March, 2026. The Secretarial Audit Report (in Form MR- 3) is enclosed as Annexure – IV 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 IV A to this report.

Further, Shri B. Subramanian (CP No. 2275), Practicing Company Secretary was appointed 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.

C O N S E RVAT I O N O F E N E R G Y, T E C H N O L O G Y 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,

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 th e Company website at www.polyspin.org. The said return c a n b e a c c e s s e d a t t h e f o l l o w i n g l i n k http://polyspin.org/shareholder-info.php/Annual Return.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR

ASSOCIATES

As on March 31, 2026, 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 VI to this report.

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. 555.62 Lakhs for the year ended 31 March 2026

as against Rs. 410.22 Lakhs of the previous year.

The consolidated Total Comprehensive Income for the year under review is Rs. 550.20 Lakhs as compared to Rs.463.41 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 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 2025-26 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 - VII 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-VIII.

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://www.polyspin.org/ admin/policy/uploaded-6992c35b69e801.48756998.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.

MATERNITY BENEFITS

The Company complies with the provisions of the Maternity Benefit Act, 1961 and provides maternity benefits to eligible women employees. Adequate facilities and support are provided in line with the statutory requirements.

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 31-03-2025 with the Ministry of Corporate Affairs.

The Company has transferred the unclaimed dividend amount of Rs.2,66,196/- for the financial year 2017-2018 to IEPF on 22.08.2025. The Company has also transferred 25,500 Equity shares to IEPF on 12.09.2025. The unclaimed dividend pertaining to the year 2018-2019 will be transferred to the IEPF on or before 11.09.2026.

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 31-03-2026, 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 31-03-2026 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	DURGA RAMJI
Place : Rajapalayam	Director	Managing Director
Date : May 29, 2026	(DIN : 00121742)	(DIN : 00109397)