Renol Polychem Ltd Directors Report

To

The Members

RENOL POLYCHEM LIMITED

Your Directors have great pleasure in presenting you the 02nd Annual Report together with the Audited Annual Accounts of the Company for the financial year ended on 3 lsl March, 2025.

1. FINANCIALS HIGHLIGHTS:

The summarized Financial results of the Company for the year ended 31st March, 2025 are as follows:

(Rs. in Lakhs)

Particulars	Year Ended 31.03.2025	Year Ended 31.03.2024
Revenue From Operations	6,229.90	644.93
Other Income	26.33	7.38
Total Income	6,256.23	652.31
Less: Total Expenses	5,589.83	434.48
Profit Before Tax & Extraordinary Item	666.39	217.82
Less: Extraordinary Item	-	-
Profit Before Tax	666.39	217.82
Less: Current Tax	(167.72)	64.78
Less: Deferred tax Liability (Asset)	1.00	-0.34
Profit after Tax	499.68	153.39
Earnings per Share (Basic & Diluted) in Rs.	9.10	2.79

2. PERFORMANCE HIGHLIGHTS:

During the year under review, the Company has total operational Income of Rs. 6,229.90/- Lakhs and the Company has earned profit of Rs. 499.68/- Lakhs during the year ended 31.03.2024 being the First incorporated year.

The Board assures that the management will leave no efforts untouched to increase the profitability of the company gradually and to maintain the consistency of attained results in the fourth coming years.

3. TRANSFER OF AMOUNT TO RESERVES:

The Directors do not propose to transfer any amount to the Reserves. Total amount of net profit is carried to the Reserves & Surplus as shown in the Balance Sheet of the Company.

4. SHARE CAPITAL:

During the Financial Year 2024-25, there is no Change in the Share.

5. DIVIDEND:

During the Financial Year 2024-25, the company has not disclosed any dividend to the shareholders of the company.

6. CHANGE IN NATURE OF BUSINESS OF Till: COMPANY;

During the Financial Year 2024-25, there is no change in the Nature of business of the company.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FIN ANCIAL Y EAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT:

Subsequent to the end of the financial year, the Company passed necessary resolutions at both the Board and Shareholders levels in connection with iLs proposed IhiLial Public Offer (IPO) dated on 26il July* 2024 and listing on the NSE Emerge platform.

The Company initially tiled its Draft Red Herring Prospectus (DRHP) with NSE on September 11, 2024, However, the application was later withdrawn to make certain corrections. A revised DRHP was subsequently filed on December 2 ft, 2(}24, which lias since been approved by NSE Emerge.

The Company is in lhe process of completing the remaining formalities and expects to list its equity shares on the NSE Emerge platform shortly.

8. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5)(v) & (vi) of Companies. (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

9. DETAILS OF SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES:

As on March 31,2025, the Company does not. have any subsidiary or joint venture or associate company.

1ft. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A- COMPOSITION OF THE BOARD AS ON 31ST MARCH 2025

Sr. No.	Name	DIN/PAN	Designation
L	Bhaveshbhai Mansukhbhai Harsoda	00236516	Managing Director
o.	Na itik Bhaveshblia i Har$.oda	10404190	Executive Director
3,	Anandbhai Nalinbhai Pa thick	10543800	Independent Director
4.	Nikita Gaurav Tank	105551*7	Independent Director
5-	Anjali Hukambhai Jesliani	10692753	Non-Executive Non- Indepcndenl Director
6.	Ekta Pravinbhai Tank	-	Chief Financial Officer
7.	Ankur Rastogi	-	Company Secretary

It. REGISTRATION OP INDEPENDENT DIRECTORS UN INDEPENDENT DIRECTORS1 DATA BANK:

During this- year Ms. Nikita Gaurav Tank has been appointed on board as an independent director dated on 21st June, 2024.

C. DIRECTORS LIABLE TO RETIRE BY ROTATION AND BE ELIGIBLE TO GET REAPPOINTED;

Pursuant to Section 152 and oilier applicable provisions of the Companies Act, 2013. one-third of such of the Directors as are liable to retire by rotation, .shall retire every year and, if eligible, offer themselves for reappointment at every AGM.

Pursuant to the provisions of-Section I52c6) and other applicable provisions of the Companies Act, 2013. Mr. Bhaveshbhai Mansukhbhai Harsoda (DIN: 09236516), though appointed as Firsl Directors of the Company. They arc liable to get retired by rotation and, being eligible, has offered themselves for re-appointment, at. the ensuing first AGM of the Company. The Board recommends their reappointment for consideration by the Members of the Company at the first Annual General Meeting.

Accordingly, requisite resolution shall form part of the Notice convening the AGM,

D. DIVERSITY OF THE BOARD:

The Company believes that diversity is important to the work culture at any organisation. In particular, a diverse Board, among others, will enhance the quality of decisions by utilising different stills-, qualifications and professional experience for achieving sustainable and balanced development.

F. MATERIAL CHANGE IN THE COMPOSITION OK BOARD OF DIRECTOR

The Following changes in the Board Composition took place during the Financial Year 2024-25 and the confirmations were placed before and noted by the Board.

Sr. Nik	Name nf Director	Designation	Type of Change	Effective Date
1	Nikita Gaurav Tank	Independent Director	Appointment	21/06/2024
2	Anjali Hukambhai Jeshani	Director	A p>oi fitment	03/07/2024

F. DISCLOSURE OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNELS:

During the Financial year 2024-25. the company has appointed following Key Managerial Personnel:

a. Ankur Rastogi - 25/07/2024

b, Ekta Pravinbhai Tank- 21 /06/2()24

11. BOARD MELTINGS:

The Board meets at regular intervals to discuss and take a view of the Company s policies and strategy apart from other Board mailers. The notice for Board Meetings is given well in advance to all the Directors.

The Board of Directors met 10 limes during the financial year ended March 31, 2025, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The intervening gap between two board meetings was within the period prescribed under the Companies Act. 2013 and as per Secretarial Standard-]. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

11 Board Meetings were held ns under:

1. 21/06/2024

2. 27/07/2024

3. 25/07/2024

4. 26/07/2024

5. 26/08/2024

6. 28/08/2024

7. 01/09/2024

8. 11/09/2024

9. 20/12/2024

10. 09/01/2025

> Attendance of Directors in the Board Meeting:

Name of Director	No. of Board Meeting
	Number of Board Meetings eligible to attend	Number of Board Meetings attended
Naitik Bhaveshbhai Harsoda	10	10
Bhaveshbhai Mansukhbhai Harsoda	10	10
Anandbhai Nalinbhai Pathak	10	10
Nikita Gaurav Tank	9	9
Anjali Hukambhai Jeshani	9	9

• Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried out annual performance evaluation of its own performance.

• The Directors expressed their satisfaction with the evaluation process and outcome. The performance of each of the non-independent directors was also evaluated by the independent directors at the separate meeting held of the Independent Directors of the Company.

12. COMMITTEES OF BOARD

A. AUDIT COMMITTEE

The Audit Committee of the Board as on 31-03-2025 consist of three (3) Directors of the company

Name of the Director	Status in the Committee	Nature of Directorship
Anandbhai Nalinbhai Pathak	Chairman & Member	Independent Director
Nikita Gaurav Tank	Member	Independent Director
Bhaveshbhai Hasmukhbhai Harsoda	Member	Managing Director

The Audit Committee has been authorized to look after the following major functions:

i. To recommend for appointment, remuneration and terms of appointment of auditors of the company;

ii. To review and monitor the auditors independence and performance, and effectiveness of audit process;

iii. To examine the financial statement and the auditors7 report thereon;

iv. To approve or any subsequent modification of transactions of the company with related parties;

v. To conduct scrutiny of inter-corporate loans and investments;

vi. To evaluate undertakings or assets of the company, wherever it is necessary;

vii. To evaluate internal financial controls and risk management systems;

viii. To monitor the end use of funds raised through public offers and related matters.

ix. To call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and to discuss any related issues with the internal and statutory auditors and the management of the company.

x. To investigate into any matter in relation to the items specified in or referred to it by the Board and for this puipose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company.

During the financial year 2024-2025 Three (3) Meetings of Audit Committee were held and attendance of Members at these meetings were as under:

Date	Anandbhai Nalinbhai Pathak	Anandbhai Nalinbhai Pathak	Anandbhai Nalinbhai Pathak
27.08.2024	Present	Present	Present
06.12.2024	Present	Present	Present
20.12.2024	Present	Present	Present

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Board was formed in compliance with provisions of Section 178 of Companies Act,2013 and Rule 6 and 7 of Companies (Meetings of Board and its Powers) Rules, 2014. The Nomination & Remuneration Committee of the Company as on 31-03-2025 consist of three (3) Directors of the company.

Name of the Director	Status in the Committee	Nature of Directorship
Anandbhai Nalinbhai Pathak	Chairman & Member	Independent Director
Nikita Gaurav Tank	Member	Independent Director
Anjali Hukambhai Jeshani	Member	Non-Executive (Non-Independent) Direct

The Committee has been authorized to look after following major functions:

1. To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall cany out evaluation of every directors performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

1. To ensure that—

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

(d) Thc policy so framed by the said Committee shall be disclosed in Boards Report to shareholders.

During the financial year 2024-2025 One (1) Meetings of Nomination & Remuneration Committee were held and attendance of Members at these meetings were as under:

Date	Anandbhai Nalinbhai Pathak	Anandbhai Nalinbhai Pathak	Anandbhai Nalinbhai Pathak
20.12.2024	Present	Present	Present

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committees composition and tenns of reference meet with the requirement of the Listing Agreement and provisions of Section 178 of Companies Act, 2013. The Stakeholders Relationship Committee as on 31/03/2025 consist of three (3) Directors of the company

Name of the Director	Status in the Committee	Nature of Directorship
Nikita Gaurav Tank	Chairman & Member	Independent Director
Anandbhai Nalinbhai Pathak	Member	Independent Director
Naitik Bhaveshbhai Harsoda	Member	Director

During the financial year 2024-2025 One (1) Meetings of Stakeholders Relationship Committees were held and attendance of Members at these meetings were as under:

Date	Anandbhai Nalinbhai Pathak	Anandbhai Nalinbhai Pathak	Anandbhai Nalinbhai Pathak
20.12.2024	Present	Present	Present

13. CORPORATE SOCIAL RESPONSIBILITY:

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company with:

• Net worth of Rs. 500 Crorcs or more, OR

• Annual turnover of Rs. 1000 Crores or more, OR

• Net profit of Rs. 5 Crorcs or more,

During the immediately preceding financial year, required to constitute a CSR Committee. Rcnol Polychcm Limited docs not fall in any of the above criteria during the year 2024-25.

Therefore, it is not mandatorily required to carry out any CSR activities or constitute any Committees under provisions of Section 135 of the Act.

We also feel strongly about giving back to our community. We believe everybody deserves to be treated with dignity and respect, regardless of their personal circumstances, and offered the skills, knowledge and assistance they need to help themselves lead healthy and productive lives.

14. DISCLOSURE OF STATEMENT ON DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions arc systematically addressed to mitigating actions on a continuing basis.

15. PARTICULARS OF LOANS, GUARAN I EES OR INVESTMENTS UNDER SECTION 186:

Particulars of loan given, investment made, guarantees given and security provided under section 186 of the Companies Act, 2013, if any, are provided in the notes of financial statement.

16. AUDITORS:

A. STATUTORY AUDITORS:

M/s. KM CHAUHAN & ASSOCIATES., (FRN: 125924W) Chartered Accountants, appointed as Statutory Auditors hold the office from First Annual General Meeting till the Sixth Annual General Meeting to be held in the year 2028, approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The Auditors Report for the financial year ended March 31, 2025 forms part of this Annual Report and is attached to the Directors Report does not contain any qualification, reservation or adverse remarks. There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

B. SECRETARIAL AUDITORS:

The Provision is not applicable to the company for the reporting financial year.

C. INTERNAL AUDIT:

The Provision is not applicable to the company for the reporting financial year.

D. COST AUDIT:

The Provision is not applicable to the company for the reporting financial year.

17. MAINTENANCE OF COST RECORD:

The provisions relating to maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013, were not applicable to the Company up to March 31, 2024 and accordingly such accounts and records were not required to be maintained.

18. ANNUAL RETURN/ WEB ADDRESS OF ANNUAL RETURN:

In accordance with Section 92(3) and Section I34(3)(a) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2024 is available on the Companys website https://www.renolpo1vchem.com/.

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

At Renol Polychem Limited, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.

At Renol Polychem Limited, every individual is expected to treat his/her colleagues with respect and dignity.

The Company also has in place "Prevention of Sexual Harassment Policy". This Anti- Sexual Harassment Policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Policy also includes misconduct with respect to discrimination or sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

During the year under review, the company had more than ten employees. Hence the company had constituted Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibitions and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed of during the year:

. No. of complaints received: NIL . No. of complaints disposed of: NA

20. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company is well equipped with internal financial controls. The Board of Directors of the Company, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the respective Companies considering the essential components of internal control.

The Company has a continuous monitoring mechanism which enables the organization to maintain the same standards of the control systems and help them in managing defaults, if any, on timely basis.

These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring:

• Orderly and efficient conduct of its business,

• Adherence to the respective companys policies,

• Safeguarding of its assets,

• Prevention and detection of frauds and errors,

• Accuracy and completeness of the accounting records,

• Timely preparation of reliable financial information, as required under the Act.

21. COMPLIANCE WITH SECRETARIAL STANDARDS

Pursuant to Secretarial Standard issued by the Institute of Company Secretaries of India, company has complied with the applicable secretarial standard i.c. SS-1 & SS-2 (Meetings of Board of Directors & General Meetings) respectively, during the year under review.

22. DISCLOSURE OF STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR UNDER SECTION 149(6)

During the Financial year 2024-25, the company has received Disclosure pertaining to declaration of Independence from Independent Director of the Company.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED IN SUB SECTION 1 OF SECTION 188 OF THE COMPANIES ACT. 2013:

During the year under review, contracts or arrangements entered into with the related party, as defined under section 2(76) of the Companies Act, 2013 were in the ordinary course of business on arms length basis. Details of the transactions pursuant to compliance of section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed herewith as per "Annexure-I"

During the year the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which forms the part of the notes to the Financial Statement.

In line with the requirements of the Companies Act, 2013 and SBBI Listing Regulation 2015, the Company has formulated a Policy on Related Party Transactions which is also available on Companys Website at https:// w w w. ren ol pol v ch cm. co m/.

24. DE I AILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There was no instance of fraud during the year under reporting period, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of Act and Rules framed thereunder.

25. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF:

During the repotting period, no such valuation has been conducted in the financial year.

26. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013 IN RESPECT OF NON- DISQUALIFICATION OF DIRECTORS:

The Company has received the disclosures in Form D1R-8 from its Directors being appointed or reappointed and has noted that none of the Directors are disqualified under section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

However, as a company being listed on the SME platform of the Stock Exchange, Corporate Governance regulations are not applicable to the company and hence no Certificate for the same from the Practising Company Secretary is applicable to the company.

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There were no significant and material orders issued against the Company by any regulating authority or court or tribunal which could affect the going concern status and Companys operations in future.

28. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

A. Conservation of Energy:

The steps taken or impact on conservation of energy:

The Company applies a strict control system to monitor day by day power consumption in an effort to save energy. The Company ensures optimal use of energy with minimum extent of wastage as far as possible.

B. Technology Absorption:

1. The Company has not made any special effort towards technology absorption. However, the company always prepared for update its factory for new technology.

2. The benefits derived like product improvement, cost reduction, product development or import substitution:

Not Applicable.

3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Not Applicable.

4. The details of technology imported: Not Applicable

5. The year of import: Not Applicable

6. Whether the technology been fully absorbed: Not Applicable

7. If not fully absorbed, areas where absoiption has not taken place, and the reasons thereof: Not Applicable

8. The expenditure on Research and Development: Not Applicable

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Further, during the year under review, the Company has reported Foreign Exchange Earnings and Expenses as under:

PARTICULARS	2024-25
Foreign Exchange Earnings	NIL
Foreign Exchange Outgo	NIL

29. DIRECTORS RESPONSIBILTY STATEMENT:

Pursuant to the requirement of Section 134(3) of the Act, and based on the representations received from the management, the directors hereby confirm that:

(a) In the preparation of the annual accounts for the year ended March 31,2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there arc no material departures from the same:

(b) we have selected such accounting policies and applied them consistently and made judgements 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 at March 31,2024 and of the profit of the Company for the year ended on that date;

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

(d) we have prepared the annual accounts on a going concern7 basis:

(e) we have laid down internal financial controls to be followed by the Company and that such internal financial controls arc adequate and arc operating effectively; and

(f) we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

30. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, the provision of section 125(2) of the Companies Act, 2013 does not apply as the company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by Central Government of India.

31. INSOLVENCY AND BANKRUPTCY CODE 2016:

During the reporting period, no application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

32. WEBSITE OF THE COMPANY:

Company maintains a website https://www.renolpolvchem.com/ where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

33. ACKNOWLEDGEMENT AND APPRECIATION:

Your directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Companys endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.,-

Bhavcshbhai Mansukbhai Harsoda	Naitik Bhaveshbhai Harsoda
Managing Director	Director
DIN: 06838497	Din: 10404190
Place: Rajkot
Date: 28.06.2025