Premier Polyfilm Ltd Directors Report

TO THE MEMBERS

Your directors present the Thirty Third Annual Report together with audited accounts for the year ended on 31st March, 2025.

FINANCIAL SUMMARY AND HIGHLIGHTS

(Rs. In Lakh)

Particulars	For the year ended 31st March, 2025	For the year ended 31st March, 2024
Sales & Other Income	30,464	29,728
Operating profit before providing for interest &	4,086	3,447
Depreciation
Less:
Interest	116	204
Depreciation	507	516
	623	720
Net Profit before taxation	3,463	2,727
Less:
Tax Expenses	863	667
Profit after tax	2,600	2,060
Changes in fair value of FVTOCI Equity Securities	(103)	87
Re-measurements of post employment benefits obligations	4	9
Net Profit	2,501	2,156
Basic and diluted earning per share	2.48	9.83
Face value per equity Share	1.00	5.00

Business Performance Overview, Key Drivers of Profit Growth Expansion and Future Outlook

The Company delivered a robust financial performance in the fiscal year 2024-2025, demonstrating significant growth in profitability and operational efficiency. Net Profit surged to ?2,600 lakhs, a substantial 26% increase from ?2,060 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 ^30,464 lakhs compared to ^29,728 lakhs in FY 2023-2024.

Operational excellence was a key highlight, with production volume of PVC flooring, sheeting, and allied products growing to 28,383 metric tonnes from 27,133 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.

* Financial Optimization: Prudent financial management led to the arrangement of more favourable financing terms, notably with Yes Bank Limited. This resulted in a measurable reduction in finance costs, directly strengthening the bottom-line performance.

The Company has secured and taken possession of an 18.13-acre industrial plot at SIPCOT Industrial Park. Initial site development is underway, with the boundary wall completed and infrastructural groundwork in progress. Commercial production at this new facility is anticipated to commence in the upcoming financial year.

DIVIDEND

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,2025 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, 2025 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, 2025. SEBI, vide its circular dated November 03, 2021 (subsequently amended by circulars dated December 14, 2021, March 16, 2023 and November 17, 2023) mandated that the security holders (holding securities in physical form), whose folio(s) do not have PAN or Choice of Nomination or Contact Details or Mobile Number or Bank Account Details or Specimen Signature updated, shall be eligible for any payment including dividend, interest or redemption in respect of such folios, only through electronic mode with effect from April 01, 2024.

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. However, during the year under review face value of the share was changed from Rs.5/- each to Rs.1/- each.

CREDIT RATING

The company got its credit rating done from Credit Rating Information Services of ICRA Limited is as under:- ICRA Limited - BBB+(Stable)/[ICRA] A2

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

During the FY 2024-2025, unpaid/ unclaimed dividend for the FY 2016-2017 aggregating to Rs.4,15,157/- and 1,32,250 numbers of equity shares with the face value of Rs.1/- each aggregating nominal value of Rs. 1,32,250/- 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(6) 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 2024-2025 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/IEPF.htm 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 2025-2026, unpaid/ unclaimed dividend for the FY 2017-2018 aggregating to Rs 3,89,163.25 /- and 1,52,870 numbers of equity shares of nominal value of Rs. 1,52,870/- 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 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/IEPF.htm 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 20172018 which remained unpaid/ unclaimed is October, 15 2025. 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

The 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:

• IS 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 DIRECTORS APPOINTMENT 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, 2025 is uploaded on the website of the Company and can be accessed https://www.premierpoly.com/form-MGT-7-2025.pdf DIRECTORS RESPONSIBILITY 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 2024-2025 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	-
Smt. Rashmee Singhania *	-
Shri Santosh Kumar Dabriwala	-
Shri Manish Bajoria **	-
Shri Umesh Kumar Agarwalla

* Smt. Rashmee Singhania ceased to be Director of the company with effect from 13-02-2025 upon completion of her tenure of ten years.

** Shri Manish Bajoria was appointed as Non Executive Independent Director of the company with effect from 27-01-2025. His appointment was approved by the Shareholders of the company by way of Postal Ballot on 11-03-2025.

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

Smt Bhupinder Kaur Marwah	-
Shri Santosh Kumar Dabriwalla	-
Shri Umesh Kumar Agarwalla	-
Shri Manish Bajoria	-
Shri Amitaabh Goenka, Managing Director & CEO	-
Shri Ram Babu Verma, Executive Director	-
Ms. Heena Soni, Company Secretary and Compliance Officer	9.91%
Shri Paribesh Kumar Mishra, Chief Financial Officer	6.61%

c) The percentage increase in the median remuneration of employees in the financial year: 8.25%.

(d) The number of permanent employees on the roll of company: 302

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

On an average, employees received an annual increase of 8.57 %. The individual increments varied from 0.00 % to 100.00 % based on individual performance.

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

Aggregate Remuneration of Managerial personnel (KMP) in financial year 2024-2025 (Rs. In Lakhs)	185.89
Revenue (Figures in Rupees in Lakhs)	30,139
Remuneration of KMPs (as % of revenue)	0.62
Profit before Tax (PBT) (Figures in Rupees in Lakhs)	3,463
Remuneration of KMPs (as % of PBT)	5.37

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

Particulars	March 31, 2025	March 31, 2024	% Change
Market Capitalization (Rupees in Lakhs)	50905	41006.68	24.13
Price Earnings Ratio	2.48	9.83	74.77

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 Re.1/- each with effect from 05th November, 2024.

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

Particulars	March 31, 2025	1995* (Right cum Public Issue)	% Change
Market Price (BSE) Closing rate	61.51	14.25	331.65
Market Price (NSE) Closing rate	62.54	12.50	400.32

* 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 Re.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 06.19%. However, during the year, the total average increase in managerial and key personnel 1.65.%. which is considered to be very reasonable.

(j) 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 Paribesh Kumar Mishra, Chief Financial Officer	Ms Heena Soni Company Secretary & Compliance Officer
Remuneration in FY 2024- 2025 (Rs. In Lakhs)	140.65	16.77	24.39	4.08
Revenue (Rs. In Lakhs)	30,139	30,139	30,139	30,139
Remuneration as % of revenue	0.46	0.05	0.08	0.01
Profit before tax (Rs. In Lakh)	3,463	3,463	3,463	3,463
Remuneration (as % of PBT)	4.06	0.48	0.70	0.11

(k) Key parameters for any variable component of remuneration availed 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.

(l) 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

(m) 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.

(n) The Statement containing particulars of employees as required under Section 197(12) of the Companies Act,2013 read with 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.

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

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings 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 2024-2025 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 2024-2025 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 “VI” to the Boards report.

AUDITORS Statutory Auditor

The Auditors M/s M A R S & Associates, Chartered Accountants, Auditors of the company were re-appointed as Statutory Auditors of the Company by the shareholders at the 30th Annual General Meeting held on 26-09-2022 to hold office of Statutory Auditors of the Company upto the conclusion of the 35th Annual General Meeting of the Company to be held in the year 2027 i.e. for a term of five (5) years. .

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 the Board of Directors in their Meeting held on 23rd July, 2025 appointed M/s Sumit Bajaj & Associates, as Secretarial Auditor of the company to conduct the secretarial audit of the company for the five financial years commencing from FY 2025-2026 till FY 2029-2030 on the recommendation of Audit Committee, subject to the approval of the shareholders of the company in the ensuing Annual General Meeting.

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, M/s D D Bansal Associates, Chartered Accountants, directly report to the Audit Committee. M/s D D Bansal Associates, Chartered Accountants, was appointed as Internal Auditor of the company for the financial year 2025-2026 by the Board of Directors of the Company in their Meeting held on 23rd July, 2025 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 23rd July, 2025 have appointed M/s 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, 2026 at a remuneration of Rs. 55,000/- (Rupee Fifty-Five Thousand Only) plus GST and out of pocket expenses. A resolution for the appointment 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. 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 “ III” in Form No. AOC-2 and form integral part of the Directors Report. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Smt. Rashmee Singhania ceased to be Director of the company with effect from 13-02-2025 upon completion of her tenure of ten years. Shri Manish Bajoria was appointed as Non-Executive Independent Director of the company with effect from 27-01-2025. His appointment was approved by the Shareholders of the company by way of Postal Ballot on 11-03-2025.

Details of appointment/re-appointed of whole time Director of the company are as under:- Shri Ram Babu Verma

Shri Ram Babu Verma has been serving as the Executive Director of the Company since 27th June 2020. His last re-appointment was approved by the shareholders at the 32nd Annual General Meeting held on 16th September 2024 for a period of 12 months, from 27th December 2024 to 26th December 2025, under Schedule V of the Companies Act, 2013, at a basic salary of ^90,500 per month plus admissible perquisites.

His current term will expire on 26th December 2025, and since the next Annual General Meeting is scheduled to be held after this date, the Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has approved his reappointment for a further period of 12 months from 27th December 2025 to 26th December 2026, at the same remuneration and terms, subject to shareholder approval by Special Resolution at the 33rd Annual General Meeting, in accordance with the provisions of Sections 196, 197, 203 and Schedule V of the Companies Act, 2013.

Shri Verma, aged 62 years, holds a B.Sc., M.A. (Economics), and MSW (HR & IR), and has 36 years of executive experience. He does not hold directorship in any other company, nor does he hold shares in the Company. He is a member of several Board Committees including the Audit Committee, Stakeholders Relationship Committee, CSR Committee, Internal Control Committees, Share Allotment Committee and Share Transfer Committee.

He has confirmed that:

• He has not been convicted of any offence under the Companies Act or any other law.

• He is not debarred by SEBI or any authority from holding office.

• He complies with all requirements relating to maximum number of directorships.

The Board affirms that Shri Ram Babu Verma is a person of integrity, with the expertise and competence required for the role, and believes his continued association will be beneficial to the Company. He is not debarred from holding the office of Director by SEBI or any other statutory authority. The Board affirms that he is a person of integrity and possesses the necessary qualifications, experience, and competence.

Shri Mayank Goenka

Shri Mayank Goenka, holds office as an Additional Director up to the date of the ensuing Annual General Meeting of the Company and is eligible to be appointed as a director who is liable to retire by rotation.

Furthermore, the appointment of Shri Mayank Goenka, as a Whole-time Director, designated as ‘Executive Director, effective from 23rd July, 2025, and the terms and conditions of such appointment, including remuneration as recommended by the NRC and approved by the Board, are subject to the approval of the shareholders, as per the relevant provisions of the Act, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

Shri Mayank Goenka, aged 27, 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 five years of experience in project management and execution. Mr. Goenka is the son of Shri Amitaabh Goenka, the current Managing Director and CEO of the Company. He currently holds no shares in the Company.

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

The Board affirms that Shri Mayank Goenka is a person of integrity, with the expertise and competence required for the role, and believes his continued association will be beneficial to the Company. He is not debarred from holding the office of Director by SEBI or any other statutory authority. The Board affirms that he is a person of integrity and possesses the necessary qualifications, experience, and competence.

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.

STOCK EXCHANGES

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,	PREMIERPOL
Exchange Plaza”, 5 Floor, Plot No.
C/1, ‘G Block, Bandra Kulra Complex,
Bandra East, Mumbai - 400051.
BSE Limited,	514354
Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai- 400001

SUSTAINABILITY AND SOCIAL RESPONSIBILITY INITIATIVES

In alignment with the Governments 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.

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.

SUSTAINABILITY INITIATIVE

AAs per Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the submission of the Business Responsibility and Sustainability Report (BRSR) is applicable to the top 1,000 listed companies (by market capitalization) as on the 31st of March of the preceding financial year.

Your Company does not fall within the top 1,000 listed entities as per the criteria specified and is therefore not mandatorily required to submit the BRSR for the financial year under review.

EMPLOYEES STOCK OPTION SCHEME

At present, the Company does not have any Employees Stock Option Scheme (ESOS) or any other stock-based employee benefit scheme in place, in accordance with the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company is committed to upholding the highest standards of ethical, moral, and legal conduct in all its business operations. In line with this commitment, the Company has established a Vigil Mechanism and Whistle Blower Policy, in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

This mechanism enables employees and other stakeholders to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companys Code of Conduct or applicable laws. The policy ensures that such disclosures can be made without fear of retaliation, and provides for adequate safeguards.

All reportable matters under the policy are directly escalated to the Chairman of the Audit Committee for appropriate action.

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.

(a) 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 affirmed 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 Smt Rashmee Singhania ceased to be Director of the company with effect from 13-02-2025 on completion of her 10 years tenure.

TOTAL FEES PAID TO THE STATUTORY AUDITOR FOR ALL THE SERVICES DURING THE YEAR 2024-2025

The Company has paid a sum of Rs 1,32,400 /- (Rupees One Lakh Thirty Two Thousand Four Hundred only) towards all the services rendered by Statutory Auditor during the financial year 2024-2025.

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, M/s 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 to 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, 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 “VIII” 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.

INDUSTRIAL RELATIONS

The industrial relations remained cordial during the year under review.

PUBLIC DEPOSITS

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

COMPLIANCE WITH THE SECRETARIAL STANDARDS

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 2024-2025.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

In support of the Governments “Green Initiative” and in accordance with the circulars issued by the Ministry of Corporate Affairs (MCA), your Company has adopted electronic mode of communication for disseminating Annual Reports, Notices of General Meetings, and other shareholder communications.

Accordingly, the Company has arranged to send soft copies of these documents to the registered email addresses of the shareholders, wherever applicable. This initiative not only supports environmental sustainability but also ensures prompt and efficient communication.

Shareholders who wish to receive physical copies of the Annual Report or other documents may send a written request to the Company. Upon receipt of such request, the Company will ensure that the physical copies are dispatched accordingly.

SIGNIFICANT AND MATERIAL ORDERS OF REGULATION, COURTS OR TRIBUNALS

The Company received a Show Cause Notice dated May 17, 2024, from SEBI enclosing documents submitted by NSE, regarding non-compliance with certain provisions of SEBI (LODR) Regulations, 2015, specifically related to non-obtaining of prior shareholder approval for certain related party transactions for the financial year 2023-2024.

After examining the matter, SEBI initiated adjudication proceedings for alleged violations of Regulations 23(2), 23(4), and 23(9) read with Regulation 4(1)(e) of the LODR Regulations. A hearing was conducted on August 12, 2024, and the Company made its submissions in response.

Upon consideration of the facts and material on record, SEBI, through its adjudicating officer, imposed a penalty of ?3,00,000 (Rupees Three Lakh only) under Section 15HB of the SEBI Act, which has since been duly paid by the Company.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

M/s 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 Board of Directors expresses its sincere appreciation for the continued support, dedication, and commitment demonstrated by the employees of the Company. The Companys ability to operate efficiently and achieve sustainable, profitable growth is a result of the culture of professionalism, integrity, innovation, and continuous improvement that permeates all areas of its operations, as well as the effective utilization of resources.

The Directors also place on record their deep appreciation for the whole-hearted co-operation and support received from the Central and State Governments, Kotak Mahindra Bank Limited, Yes Bank Limited, and other regulatory and government authorities. Their assistance has been instrumental in enabling the Company to meet its objectives.

The Board looks forward to the future with renewed confidence and remains committed to delivering long-term value to all stakeholders.

Place: New Delhi	By order of the Board
Date : 23/07/2025	For PREMIER POLYFILM LIMITED
Regd. Office:	Sd/-
305, III Floor, Elite House, 36, Community Centre,	Amitaabh Goenka
Kailash Colony Extension, (Zamroodpur),	(Chairman and Managing Director and CFO)
New Delhi-110048
CIN: L25209DL1992PLC049590