Premier Polyfilm Ltd Directors Report

TO THE MEMBERS

Your Directors present the Thirty Fourth Annual Report together with Audited Accounts for the year ended on 31st March, 2026.

FINANCIAL SUMMARY AND HIGHLIGHTS

Particulars	For the year ended 31st March, 2026	For the year ended 31st March, 2025
Sales & Other Income	34,126	30,464
Operating profit before providing for interest & Depreciation	4,830	4,086
Less:Interest	81	116
Depreciation	469	550
Net Profit before taxation	4,280	3,463
Less:Tax Expenses	1,092	863
Profit after tax	3,188	2,600
Changes in fair value of FVTOCI Equity Securities	(137)	(103)
Re-measurements of post employment benefits obligations	39	4
Net Profit	3,090	2,501
Basic and diluted earning per share	3.04	2.48
Face value per equity Share	1.00	1.00

BUSINESS PERFORMANCE, STATE OF AFFAIRS OF THE AND FUTURE PROSPECTS

The Company continued to deliver a robust financial performance in the fiscal year 2025- 2026 too, demonstrating significant growth in profitability and operational efficiency. Net Profit surged to 3,188 lakhs, a substantial 22.60% increase from 2,600 lakhs in the previous year. This strong bottom- line growth was supported by a steady rise in Gross Sales from Operations and Other Income, which reached 34,126 lakhs compared to 30,464 lakhs in FY 2024- 2025.

Operational excellence was a key highlight, with production volume of PVC flooring, sheeting, and allied products growing to 29,311 metric tonnes from 28,383 metric tonnes in the prior year. This increase is a direct result of enhanced capacity utilization following the successful commissioning of new plant and machinery during the year, which has strengthened our manufacturing capabilities.

Key Drivers of Profitability

The notable expansion in profitability was driven by a multi- pronged strategy focused on operational and financial optimization:

Strategic Cost and Margin Management: The Company successfully implemented a dual strategy of procuring raw materials at highly competitive prices while maintaining stable selling prices for finished goods. This was complemented by the strategic discontinuation of product lines with sub- optimal margins, allowing for a concentrated focus on high- demand, high- profitability categories.

The Company has secured and taken possession of an 18.13- acre industrial plot at SIPCOT Industrial Park and that the Company has commenced logistics and trading activities at the new unit and the billing process has also started. The company for the time being is procuring finished products, namely flooring, artificial leather cloth and sheeting from local area and sold by the company within southern region of the country on companys billing.

Further, the Company has placed an order for manufacturing of PVC films and paper tube manufacturing machine and the advance payment for the same has been made. The commercial production through the said machine is expected to commence in the forthcoming quarter.

DETAILS OF DIVIDEND DECLARED

Encouraged by the performance of the company, The Board of your company is pleased to recommend for your approval Payment of dividend @ 0.15 per equity share of Rs.1/- each (i.e. 15%) for the year ended on 31st March,2026 subject to deduction of Tax at Source, which if approved at the forthcoming Annual General Meeting, will be paid to those equity shareholders whose names appear in the Register of Members as on 17th September, 2026 in respect of shares held in physical form and in respect of shares held in dematerialized form, the dividend shall be paid on the basis of the beneficial ownership as per the details furnished by the Depositories for this purpose at the end of business hours on 17th September, 2026.

RESERVES

During the year under review, the Board has transferred an amount of Rs. 400/- Lakh to General Reserves.

DETAILS OF MONEY ACCEPTED FROM DIRECTORS

During the year under review, the company has not accepted money in the form of Unsecured Loan from any of the Directors and/or their relative(s).

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company.

CHANGE IN CAPITAL AND DEBT STRUCTURE

There was no change in the capital structure of the company during the year under review and no fresh shares or convertible securities were issued by the company during the year under review.

CREDIT RATING

The company got its credit rating done from Credit Rating Information Services of ICRA Limited is as under:

ICRA Limited - [ICRA] A- (Stable)/[ICRA] A2+

TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the FY 2025- 2026, unpaid/ unclaimed dividend for the FY 2017- 2018 aggregating to Rs.3,86,441/- and 1,42,110 numbers of equity shares with the face value of Rs.1/- each aggregating nominal value of Rs. 1,42,110/- for which dividend entitlements remained unpaid/ unclaimed for seven consecutive years or more, were transferred by the Company to IEPF established by the Central Government, pursuant to provisions of Section 124 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, within the statutorily stipulated time frame. Before effecting transfer of shares to IEPF, company has informed all such members, whose shares were liable to be transferred to IEPF during the FY 2025- 2026 through individually addressed letters and publication of notice in newspapers. The details of unpaid/ unclaimed dividend and corresponding shares that would be transferred to IEPF, unpaid and unclaimed amounts lying with the Company and procedure for claiming the dividend and shares from IEPF Authority are available on website of the Company at the link: http://www.premierpoly.com and also on the website of Investor Education and Protection Fund Authority i.e. www.iepf.gov.in. Shareholders may claim their unpaid/ unclaimed dividend and the corresponding shares from the IEPF Authority through online application in prescribed form i.e. IEPF- 5 at its website www.iepf.gov.in.

During the FY 2026- 2027, unpaid/ unclaimed dividend for the FY 2018- 2019 aggregating to Rs 3,79,242/- and 89,400 numbers of equity shares of nominal value of Rs. 89,400/- for which dividend entitlements remained unpaid/ unclaimed for seven consecutive years or more, would be transferred by the Company to IEPF established by the Central Government, pursuant to provisions of Section 124 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, within the statutorily stipulated time frame. Before effecting transfer of shares to IEPF, company has informed all such members, whose shares were liable to be transferred to IEPF during the FY 2026- 2027 through individually addressed letters and publication of notice in newspapers. The details of unpaid/ unclaimed dividend and corresponding shares that would be transferred to IEPF, unpaid and unclaimed amounts lying with the Company and procedure for claiming the dividend and shares from IEPF Authority are available on website of the Company at the link: http://www.premierpoly.com and also on the website of Investor Education and Protection Fund Authority i.e. www.iepf.gov.in. Shareholders may claim their unpaid/ unclaimed dividend and the corresponding shares from the IEPF Authority through online application in prescribed form i.e. IEPF- 5 at its website www.iepf.gov.in. The last date for claiming dividend declared during FY 2018- 2019 which remained unpaid/ unclaimed is October 15, 2026. Members may forward their claims for unpaid/ unclaimed final dividend to the Companys RTA before it is due to be transferred to IEPF. Thereafter, no claim shall lie against the Company in respect of the dividend/ shares so transferred to IEPF.

SUBSIDIARIES AND ASSOCIATES

As per provisions of the Section 129 and other applicable provisions, if any, of the Companies Act,2013, your company has no Subsidiaries or Associate company.

QUALITY CONTROL

Your company remains committed to excellence and holds the following prestigious certifications:

? ISO 9001:2015

? Quality Management System (Cert. No. 9910020252)- IATF 16949:2016

? Automotive Quality Management System (Cert. No. 50261734IATF25)- ISO 14001:2015

? Environmental Management System (Cert. No. 1103E215221)

Your company is also a BIS-certified manufacturer and exporter of PVC products, including marbled, printed, and technical flooring, leather cloth, PVC sheeting, humidity barriers, and geomembranes and holds the following certifications of Bureau of Indian Standards (BIS) certifications for PVC includes:

1S 3462:1986 - Poly Floor (L. No. 8429686) IS 15652:2006 - Electromat (L. No. 8963811) IS 15909:2020 - Aqualining (L. No. 8800097117) Additionally, your company holds the ISI Certification Mark for: PVC Geo Membrane for lining - Thicknesses of 0.75 mm, 1.5 mm, and 2.0 mm Insulating mat for electrical purpose - Thicknesses of 2.0 mm, 2.5 mm, and 3.0 mm Unbacked Flexible PVC Flooring - Thicknesses of 1.5 mm and 2.0 mm

POLICY ON DIRECTORSAPPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Companies Act,2013 has been disclosed under Nomination & Remuneration Committee in the Corporate Governance Report which forms part of the Directors Report.

ANNUAL RETURN

Pursuant to the provisions of 92(3) and Section 134(3) (a) of the Companies, Act,2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company for the Financial Year 31st March, 2026 is uploaded on the website of the Company and can be accessed https://www.premierpoly.com/form-MGT- 7- 2026. pdf

DIRECTORSRESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013, your Directors state:-

(I) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures ; (II) That your Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period ; (III) That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for the assets of your company and for preventing and detecting fraud and other irregularities; (IV) That your Directors have prepared the annual accounts on a going concern basis ; (V) That the directors have laid down proper internal financial controls which are followed by the company and that such internal financial controls are adequate and were operating effectively ; and (VI) That the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

DETAILS OF AUDITORS QUALIFICATIONS AND REPLY OF MANAGEMENT

The Auditors Report for the Financial year 2025- 2026 does not have any details of qualifications, reservations or adverse remarks.

PARTICULARS OF EMPLOYEES AND HUMAN RESOURCES

The information as required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached given below

(a) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year

Non Executive Independent Director	Ratio to median remuneration
Smt. Bhupinder Kaur Marwah	NA
Smt. Mainka Sharma *	NA
Shri Santosh Kumar Dabriwala	NA
Shri Manish Bajoria	NA
Shri Umesh Kumar Agarwalla **	NA

* Smt. Mainka Sharma was appointed as Non Executive Independent Director by the Board with effect from 10- 11- 2025. Her appointment was confirmed by shareholder through Postal Ballot.

** Shri Umesh Kumar Agarwalla resigned from the Directorship of the company with effect from 12- 01- 2026

(b) The percentage increase in remuneration of each director, Chief Executive Office & Company Secretary in the financial year :

Name	Percentage Increase
Smt Bhupinder Kaur Marwah	NA
Shri Santosh Kumar Dabriwalla	NA
Shri Umesh Kumar Agarwalla	NA
Smt. Mainka Sharma	NA
Shri Manish Bajoria	NA
Shri Amitabh Goenka, Managing Director & CEO	NA
Shri Ram Babu Verma, Executive Director	NA
Shri Mayank Goenka	NA
Ms. Heena Soni, Company Secretary and Compliance Officer	22.22%
Shri Paribesh Kumar Mishra, Chief Financial Officer	6.68%

c) The percentage increase in the median remuneration of employees in the financial year: 9.24%.

(d) The number of permanent employees on the roll of company: 323

(e) The explanation on the relationship between average increase in remuneration and company performance:

On an average, employees received an annual increase of 9.24% . The individual increments varied from 0.00% to 41.17% based on individual performance.

(f) Comparison of the remuneration of the key managerial personnel against the performance of the company:

Particulars	Amount
Aggregate Remuneration of Managerial personnel (KMP) in financial year 2025-2026 (Rs. In Lakhs)	273.97
Revenue (Figures in Rupees in Lakhs)	33,890
Remuneration of KMPs (as % of revenue)	0.81
Profit before Tax (PBT) (Figures in Rupees in Lakhs)	4,280
Remuneration of KMPs (as % of PBT)	6.40

(g) Variation in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year.

Particulars	March 31, 2026	March 31, 2025	% Change
Market Capitalization (Rupees in Lakhs)	65,751.84	50,905	29.17
Price Earnings Ratio	3.04	2.48	22.58

(h) Percentage increase or decrease in the market quotations of the shares of the company in comparison to the rat each which the company came out with the last public offer:

Particulars	March 31, 2026	1995* (Right cum Public Issue)	% Change
Market Price (BSE) Closing rate	62.59	14.25	339.25
Market Price (NSE) Closing rate	62.77	12.50	402.13

* In the year 2003 the face value of equity share was reduced from Rs.10/- per equity share to Rs.2.50 per equity share in compliance with the Orders of the Honble BIFR. Further pursuant to a resolution passed by the Shareholders of the company in the year 2009, the face value of the equity Shares was changed from Rs.2.50 per equity shares to Rs.5/- per equity share and one equity share was issued against the holding of two equity shares held by a shareholders. Price per share at BSE was Rs.28.50 for paid up face of Rs.10/- each and at NSE was Rs.25/- in the year 1995. These rates were taken at half the price due to change in face value. During the year under review the company has Subdivision of existing Equity Shares from One Equity Share of Rs. 5/- each into Five Equity Shares of Rs. 1/- each with effect from 05th November, 2024.

(i) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in managerial remuneration :

The average annual increase was 09.24% . However, during the year, the total average increase in managerial and key personnel 07.23. % . which is considered to be very reasonable.

Comparison of remuneration of each key managerial personnel against the performance of the company :

Particulars	Shri Amitaabh Goenka, Managing Director & CEO	Shri Ram Babu Verma, Executive Director	Shri Mayank Goenka, Executive Director	Shri Paribesh Kumar Mishra, Chief Financial Officer	Ms Heena Soni Company Secretary & Compliance Officer
Remuneration in FY 2025-2026 (Rs. In Lakhs)	162.19	16.77	63.77	26.13	5.11
Revenue (Rs. In Lakhs)	33,890	33,890	33,890	33,890	33,990
Remuneration as % of revenue	0.54	0.05	0.19	0.08	0.02
Profit before tax (Rs. In Lakh)	4,280	4,280	4,280	4,280	4,290
Remuneration (as % of PBT)	3.79	0.43	1.49	0.61	0.12

Key parameters for any variable component of remuneration avalied by the directors:

There is no variable component involved in the remuneration of Directors. The Directors are being paid remuneration as approved by the shareholders of the company.

The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

None

Affirmation that the remuneration is as par the remuneration policy of the company :

The company affirms remuneration is as per the remuneration policy of the company.

The Statement containing particulars of employees as required under Section 197(12) of the Companies Act,2013 readwith Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 is not applicable as none of the employees of the company is covered under the provisions of the act and rules made thereunder

* Smit. Mainka Sharma was appointed as Non Executive Independent Director by the Board with effect from 10- 11- 2025. Her appointment was confirmed by shareholder through Postal Ballot.

** Shri Umesh Kumar Agarwalla resigned from the Directorship of the company with effect from 12- 01- 2026.

RESEARCH & DEVELOPMENT CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars regarding conservation of energy, technology absorption and foreign exchange earn- ing and outgo, as prescribed under Section 134(3) (m) of the Companies Act, 2013, are annexed as Annexure "I".

AUDITORS REPORT AND AUDITORS

AUDIT REPORTS

The Auditors Report for fiscal Year 2026 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report. The Secretarial Auditors Report for fiscal Year 2026 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors Report is enclosed as Annexure II to the Boards report in this Annual Report. As required by the Listing Regulations, the auditors certificate on corporate governance is enclosed as Annexure "V" to the Boards report and report does not contain any qualification, reservation or adverse remark.

AUDITORS

Statutory Auditor

M/s MARS & Associates, Chartered Accountants (Firm Registration No. 010484N), the Statutory Auditors of the Company, informed the Company that the firm had merged with M/s A D V AND CO LLP, Chartered Accountants (Firm Registration No. 003467N/ N500463), with effect from 11th February, 2026, pursuant to the approval granted by the Institute of Chartered Accountants of India (ICAI). Consequent to the said merger, M/s MARS & Associates ceased to exist as a separate entity and expressed their inability to continue as the Statutory Auditors of the Company.

Accordingly, a casual vacancy arose in the office of the Statutory Auditors of the Company. The Board of Directors, at its meeting held on 16th March, 2026, based on the recommendation of the Audit Committee, appointed M/s A D V AND CO LLP, Chartered Accountants (Firm Registration No. 003467N/N500463), as the Statutory Auditors of the Company to fill the said casual vacancy, subject to the approval of the Members.

The Members of the Company approved the appointment of Ms A D V AND CO LLP, Chartered Accountants, through Postal Ballot on 30th April, 2026, in accordance with the applicable provisions of the Companies Act, 2013 for the financial Year 2025- 2026.

Further Ms A D V AND CO LLP, Chartered Accountants has been appointed as statutory auditor of the company for the financial year 2026- 2027 by the Board on the recommendation of Audit Committee, subject to the approval of shareholders.

Secretarial Auditor

As required under Section 204 of the Companies Act, 2013 (as amended or re- enacted from time to time) read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and other applicable provisions, if any, of the Companies Act 2013, Ms Sumit Bajaj & Associates, were appointed as Secretarial Auditor of the company to conduct the secretarial audit of the company for five financial years commencing from 2025- 2026 till 2029- 2030. The shareholders of the company in the 33rd AGM held in the year 2025 approved the appointment of Ms Sumit Bajaj & Associates for five years.

Internal Auditor

The Company has in place adequate Internal financial control with reference to financial statements. During the year, such control were tested and no reportable material weakness in the design or operations were observed. The Internal Auditor, Ms D D Bansal Associates, Chartered Accountants, directly report to the Audit Committee. Ms D D Bansal Associates, Chartered Accountants, was appointed as Internal Auditor of the company for the financial year 2026- 2027 by the Board of Directors of the Company in their Meeting held on May 09, 2026 on the recommendation of Audit Committee.

Cost Accountant

As per the requirements of the Central Government and pursuant to Section 148 of the Companies Act,2013 read with the Companies (Cost Records & Audit) Rules,2014 as amended from time to time your Company is maintaining cost accounting records and get them audited for products(s)/ Service covered under the Cost Records Rules, 2014 for the year ending 31st March 2021 pursuant to section 148(1) of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit & Auditor) Rules, 2014.

On the recommendation of the Audit Committee, The Board of Directors in their Meeting held on May 09, 2026 have appointed Ms Cheena & Associates, Cost Accountants to maintain cost accounting records and certify them for Product(s)/ Services Covered under Cost Records Rules 2014 for the year ending 31st March 2027 at a remuneration of Rs. 55,000/- (Rupee Fifty five Thousand Only) plus GST and out of pocket expenses. A resolution for the approval of remuneration of Cost Auditor forms part of the Notice convening the Annual General Meeting.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and at arms length basis. During the year, the Company has not entered into any fresh contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company or materiality of related party transactions. None of the transactions with related parties falls under the scope of Section 188(1) of the Companies Act,2013. Your Directors draw attention of the members to Note 32 to the financial statement which sets out related party disclosures.

Information on transactions with related parties pursuant to clause (h) of sub- section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules,2014 are given in Annexure "ll" in Form No. AOC- 2 and form integral part of the Directors Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Shri Mayank Goenka was appointed as Executive Director by the Board with effect from 23- 07- 2025. His appointment was confirmed by shareholder in the 33rd AGM held on 24th September,2025.

During the year under review, Smt. Mainka Sharma was appointed as Non Executive Independent Director by the Board with effect from 10- 11- 2025. Her appointment was confirmed by shareholder through Postal Ballot.

Shri Umesh Kumar Agarwalla , Non Executive Director of the company, resigned from the Directorship of the company with effect from 12- 01- 2026.

Details of re-appointed of whole time Director of the company are as under:-

Shri Ram Babu Verma

Shri Ram Verma (DIN: 08760559) is the Executive Director of the Company since 27th June, 2020 and his last reappointment as Executive Director was approved by the Shareholders in the Thirty Third Annual General Meeting of the company held on 24th September, 2025 for a period of Twelve (12) months under Schedule V of the Companies Act, 2013 with effect from 27th December, 2025 till 26th December, 2026 at a remuneration of Rs.90,500/- (Rupees Ninety Thousand Five Hundred only) per month as basic salary plus perquisites admissible under Schedule V to the Companies Act, 2013.

The present term of Shri Ram Babu Verma expires on 26/12/2026 and the next Annual General Meeting of the company would be held on or before 30th September,2027 i.e. in any case after the expiry of his present tenure on 26/12/2026. It is, therefore, proposed to re- appoint Shri Ram Babu Verma as Executive Director of the Company in the ensuing Annual General Meeting for a

2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V to the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force) and subject to such other approvals, permissions and sanctions and as per provisions of Article of Association of the Company and subject to the limits specified in Schedule V to the Companies Act, 2013.

As per provisions of the Companies Act, 2013 any appointment of whole time Director including Executive Directors requires approval of the Shareholders in their General Meeting. Further in case of inadequate profit or no profit Executive Director can be appointed under Schedule V of the Companies Act, 2013 upto a period not exceeding thirty six months without obtaining the consent of the Central Government provided that such approval is accorded by the shareholders by a Special Resolution moved in the Notice for Annual General Meeting. It is, therefore, proposed to pass the Special Resolution approving reappointment of Shri Ram Babu Verma as Executive Director for a term of Twelve (12) months on the Terms and Conditions as specified in the Notice of the Thirty Fourth Annual General Meeting under Schedule V of the Companies Act, 2013. The Board of Directors of the company have approved appointment of Shri Ram Babu Verma as Executive Director for Twelve (12) months i.e. upto 26/12/2027 in their Meeting held on May 09, 2026 on the recommendation of the Nomination and Remuneration Committee subject to approval by the Members of the company and subject to such other approvals, permissions and sanctions, as may be necessary.

Shri Ram Babu Verma is not a Director in any other company. However, he is member in Share Transfer Committee, Audit Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee of the company. Shri Ram Babu Verma does not holds any equity share of the Company.

Shri Ram Babu Verma is 63 years of age and holds a Bachelor Degree in Science, M.A. in Economics and also MSW (HR & IR). He has experience of around 37 years as an Executive and hence the salary and perquisites proposed to provide to him are considered reasonable. Further the remuneration and perks given in the Notice convening the Thirty Fourth Annual General Meeting are within the prescribed limits of Schedule V of the Companies Act, 2013.

Shri Ram Babu Verma has given his declaration and has confirmed that he has not been convicted of any offence in connection with the promotion, formation and/or management of any company or LLP and has not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law in the last five years and that his total directorship in all companies shall not exceed the prescribed number of companies in which a person can be appointed as a director.

The Board of Directors affirms that Shri Ram Babu Verma is not debarred from holding of the office the Director by virtue of any SEBI order and/or any other such authority. In the opinion of the Board Shri Ram Babu Verma is a person of integrity and possesses relevant expertise, competence and experience to hold office of the Director of the Company and his appointment as a Director and an Executive Directors of the company would be beneficial to the Company.

The Board recommends approval of Shri Ram Babu Verma as Executive Director of the company.

Shri Mayank Goenka

Shri Mayank Goenka, (DIN: 08604786) was appointed as an additional Director and Whole-time Director designated as Executive Director of the Company for a period of three consecutive years from 23rd July, 2025 to 22nd July, 2028 and his appointment was approved by the shareholders of the company in their meeting held on 24- 09- 2025. Furthermore, the appointment of Shri Mayank Goenka was subject to retirement by rotation.

Shri Mayank Goenka, aged 28, is a technocrat holding a professional degree in Engineering from the University of Glasgow. He has also completed a Diploma Programme in International Baccalaureate, along with certifications in SolidWorks, C and Embedded Programming from the University of Glasgow, and foundational training in Robotics and Autonomous Robotics.

He is a member of the Institute of Engineers (India) and has over six years of experience in project management and execution. Shri Mayank Goenka is the son of Shri Amitabh Goenka, the current Managing Director and CEO of the Company. He does not hold any share in the company as on 31/03/2026.

Shri Mayank Goenka has been serving as a Director on the Board of Ms Premier Polyplast & Processors Limited since November,2019.

Shri Mayank Goenka has given his declaration and has confirmed that he has not been convicted of any offence in connection with the promotion, formation and/or management of any company or LLP and has not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law in the last five years and that his total directorship in all companies shall not exceed the prescribed number of companies in which a person can be appointed as a director.

The Board of Directors affirms that Shri Mayank Goenka is not debarred from holding of the office the Director by virtue of any SEBI order and/or any other such authority. In the opinion of the Board Shri Mayank Goenka is a person of integrity and possesses relevant expertise, competence and experience to hold office of the Director of the Company and his appointment as a Director of the company would be beneficial to the Company. The Board recommends approval of Shri Mayank Goenka as Director liable to retire by rotation.

DECLARATION BY THE INDEPENDENT DIRECTORS

Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in section 149(6) of the Companies Act,2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act,2013 and the relevant Rules.

STOCKEXCHANGES

The equity shares of your company are listed at BSE Limited and National Stock Exchange of India Limited. The equity shares of the company are traded at these Stock Exchanges. The shares were not suspended from trading by any of the stock exchanges where shares are listed during the period under review.

Name and address of stock exchange	Code No
National Stock Exchange of India Limited, Exchange Plaza*, 5 Floor, Plot No. C/1, G Block, Bandra Kula Complex, Bandra East, Mumbai – 400051.	PREMIERPOL
BSE Limited, Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai-400001	514354

SUSTAINABILITY AND SOCIAL RESPONSIBILITY INITIATIVES

In aligment with the Goverments ongoing efforts and policy focus on promoting a pollution- free environment, the Company has taken proactive steps to transition towards sustainable and renewable sources of energy. During the current financial year, the Company is in the process of adopting Solar Power and Piped Natural Gas (PNG) as alternative sources of energy, in addition to its existing power infrastructure. This transition is expected to reduce the Companys carbon footprint and contribute meaningfully to long- term environmental sustainability.

In addition to its green energy initiatives, the Company continues to actively support social welfare programs through its associated charitable trust. The trust is engaged in various activities promoting the sustainability of nature, including plantation drives, and also supports the distribution of woolen clothing to underprivileged communities and tribal populations in remote regions of Jharkhand. These initiatives reflect the Companys commitment to inclusive growth, environmental care, and community development.

ADDITIONS OF OTHER SOURCES OF POWER/ENERGY

Seeing the Government inclination towards pollution free environment and as per various notifications of Government in this regard, your Company plans to fully switch other sustainable and renewable sources of power/energy such as Solar and PNG energy in addition to available current source of power energy available with the company during the current financial year.

STATEMENT OF DEVIATION OR VARIATION

The company did not issue any shares under Public/Rights and/or preferential Issue during the period under review.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance along with the General Shareholders Information, as prescribed under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with a certificate from the Secretarial Auditors of the Company regarding compliance of the conditions of the Corporate Governance is given in Annexure "V" and Annexure "VI" respectively and form part of Directors Report to the Members.

SAFETY, HEALTH AND ENVIRONMENTAL PERFORMANCE

Your Companys commitment towards Safety, Occupational Health and Environment is being continuously enhanced. The Company encourages involvement of all its employees in activities related to safety, including promotion of safety standards. This is also to ensure sustainable business growth. The Company has a well- established Safety, Occupational Health and Environmental Policy which inter alia ensures safety of public, employees, plant and equipment by ensuring compliance with all statutory rules and regulations on regular basis.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Since the company doesnt fall under requisite criterion of Reporting on Business Responsibility & Sustainability for the Financial Year 2025- 2026, the requirement of Reporting on Business Responsibility & Sustainability is not applicable to your company.

EMPLOYEESSTOCKOPTIONSCHEME

At present your company does not have any Scheme regarding Employees Stock Option Scheme pursuant to SEBI (Share Based Employee Benefits) Regulations, 2014.

WHISTLEBLOWER POLICY/VIGIL MECHANISM

The company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The company has a vigil mechanism and whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the code of conduct. The reportable matters are disclosed to the Chairman of Audit Committee.

During the year under review, no employee was denied access to the Audit Committee.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to hear and redress the complaints, if any received from women employees.

number of complaints filed during the financial year - Nil (b) number of complaints disposed of during the financial year - Nil (c) number of complaints pending as on end of the year - Nil

RISK MANAGEMENT

The company has developed and implemented a Risk Management Policy to identify and mitigate key risks that may threaten the existence of the company.

INSURANCE

The Company has taken the required insurance coverage for its assets against the possible risks like fire, flood, burglary etc.

RECOMMENDATION BY AUDIT COMMITTEE

There were no such instances where the recommendation of Audit Committee has not been accepted by the Board during the financial year under review.

CEO & CFO CERTIFICATE ON CODE OF CONDUCT

The Board has laid down a specific code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affrmed compliance with the Code on annual basis. In this regard certificate from CEO and CFO as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached herewith as per Annexure "VII".

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

A Nomination and Remuneration Committee has been constituted under section 178 of the Companies Act, 2013 for formalization the criteria for determining qualifications, positive attributes and independence of a Directors and recommend to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees. Further, the Directors of the Company are being paid remuneration as approved by the Shareholders and Board as per the provisions of the Act and rules made thereunder.

DETAILS OF INDEPENDENT DIRECTORS RETIRED FROM THE DIRECTORSHIP OF THE COMPANY

During the year under review no Independent Director retired from the Directorship of the company. However, Shri Umesh Kumar Agarwalla Resigned from the Directorship of the company with effect from 12- 01- 2026.

TOTAL FEES PAID TO THE STATUTORY AUDITOR FOR ALL THE SERVICES DURING THE YEAR 2025-2026

The Company has paid a sum of Rs 1,42,992 /- (Rupees One Lakh Forty Two Thousand Nine Hundred Ninety Two only) towards all the services rendered by Statutory Auditor during the financial year 2025- 2026.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Board has adopted the procedures for ensuring orderly and efficient conduct of its business including adherence to the companys policy, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting record, and timely preparation of financial disclosures. The Internal Auditors, Ms D D Bansal Associates, Chartered Accountants, directly reports to the Audit Committee of the Company

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the company between the end of financial year which these financial statements relate and as on the date of this Report except steep fluctuations in the prices of raw material as discussed elsewhere in this report.

FORMAL ANNUAL EVALUATION

The Board of Directors had carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of SEBI Listing Obligations and Disclosure Requirements. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as Board composition, structure, Board processes and their effectiveness, information given to the Board etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as Committee composition, structure, effectiveness of Committee Meetings etc.

In a separate Meeting of Independent Directors, held on January 12, 2026 performance of Non- Independent Directors, Board as Whole and Chairman of the company was evaluated considering the views of Executive and Non- Executive Directors.

The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the individual directors on the basis of criteria such as contribution at meetings, their preparedness on the issues to be discussed etc. Additionally, the Chairperson was also evaluated on key aspects of his role.

DETAILS OF FRAUD

No fraud has been reported/detected for the period under review.

MANAGEMENT DISCUSSIONS AND ANALYSIS

A separate annexure on Management Discussions and Analysis Report is attached as Annexure "Vill" forming part of the Directors Report.

DISCLOSURE ON CORPORATE SOCIAL RESPONSIBILITY POLICY

A report on CSR is attached as Annexure IX to the Directors Report.

INDUSTRIALRELATIONS:

The industrial relations remained cordial during the year under review.

PUBLICDEPOSITS

The Company has not invited or accepted deposits from the public covered under Section 73 of the Companies Act, 2013.

COMPLIANCEWITHTHESECRETARIALSTANDARDS

The Company has complied with the applicable Secretarial Standards as recommended by the Institute of Company Secretaries of India. The Report of Secretarial Auditors of the company on Secretarial standards maintained by the company is attached as Annexure "II" for the financial year 2025- 2026.

GREENINITIATIVESINCORPORATEGOVERNANCE

Ministry of Corporate Affairs has permitted Companies to send copies of Annual Report, Notice etc. electronically to the email Ids of shareholders. Your Company has arranged to send the soft copies of these documents to the registered email IDs of the shareholders, wherever applicable, In case, any shareholder would like to receive physical copies of these documents the same shall be forwarded upon receipt of written request.

SIGNIFICANTANDMATERIALORDERSOFREGULATION,COURTSORTRIBUNALS

During the year under review, the Company received a notice from the National Stock Exchange of India Limited (NSE) regarding non- compliance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") due to delay in uploading the Integrated Filing (XBRL) containing Related Party Transaction disclosures under Regulation 23(9) of the SEBI Listing Regulations on the NEAPS portal.

The delay occurred due to technical issues encountered on the NSE portal. The Company submitted an application seeking waiver of the penalty imposed; however, the waiver application was not accepted by NSE. Accordingly, NSE imposed a fine of 50,000/ vide its order dated 16th February, 2026. The Company has subsequently paid the said fine. The aforesaid matter did not have any material adverse impact on the operations, financial position or performance of the Company.

IMPACTOFTHE NEWLABOURCODES

The four new labour codes namely, the Code on Wages, 2019; the Code on Social Security, 2020; the Industrial Relations Code, 2020; and the Occupational Safety, Health and Working Conditions Code, 2020—have been evaluated by the Company. As the Companys existing human resource and operational practices are closely aligned with the provisions of these codes, their implementation does not have any material financial impact on the operations.

Furthermore, the actuarial valuation obtained by the Company as of March 31, 2026, which incorporates the revised definition of wages under the new codes, did not identify any significant impact for the inter- valuation period, save for the inclusion of fixed- term employees for gratuity eligibility. The estimated incremental payout in respect of the same, amounting to 6,26,785/-, has already been fully factored into the Companys current provisions.

COMPLIANCEWITH THEPROVISIONS OFMATERNITYBENEFITACT1961

The Company affirms that it has duly complied with the provisions of Maternity Benefit Act, 1961.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS.

No such event occurred during the period under review, thus no valuation was carried out for the one- time settlement with the Banks or Financial Institutions

CERTIFICATEOFNONDISQUALIFICATIONOFDIRECTORS

Ms Sumit Bajaj & Associates, Company Secretaries in Practice, has issued a certificate as required under the Listing Regulations, confirming that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed with this section as Annexure "X".

ACKNOWLEDGMENT

The Directors wish to place on record their sincere appreciation for the whole- hearted Co- operation received by the Company from Central and State Governments, Kotak Mahindra Bank Limited, Yes Bank Limited and other Government Agencies and look forward to their continuing support. The Directors also record their appreciation for the sincere efforts put in by the employees of the Company at all levels.

"Spring House", No. 3, Green Avenue,

Behind Sector D- 3, Vasant Kunj, Kishangarh,

New Delhi 110070