Sah Polymers Ltd Directors Report

To the Members of Sah Polymers Limited

The Board of Directors of your Company have pleasure in presenting the Thirty Third (33^rd) Board Report on the business and operations of Sah Polymers Limited (‘the Company), along with the summary of standalone and consolidated financial statements for the financial year ended March 31, 2025.

1. FINANCIAL RESULTS:

(R In Lakhs)

Particulars	Standalone		Consolidated
	2024-2025	2023-2024	2024-2025	2023-2024
Sales and other income	11,568.50	10,295.44	13,139.17	11,151.67
Profit before tax, depreciation, exceptional items and Interest	547.75	596.38	622.11	700.16
Interest	288.57	296.76	319.01	325.86
Depreciation	244.16	215.44	265.05	238.86
Profit before Tax and Exceptional Items	15.02	84.18	38.05	135.44
Less: Exceptional Items	-	-	-	-
Less: Provisions for tax:
Current Tax	2.34	14.10	12.11	31.98
MAT Credit entitlement	2.34	14.10	2.34	14.10
Deferred Tax	(2.30)	17.83	5.25	25.05
Profit after tax	17.32	66.35	23.03	92.51
Earnings per equity share	0.07	0.26	0.09	0.36

2. STATE OF COMPANYS AFFAIRS:

Your Company is engaged in the business of manufacturing and marketing of Flexible Intermediate Bulk Containers (FIBC), Polypropylene Woven Bags, BOPP Laminated Bags and other flexible packaging products. In addition, your company is also DCA and DOPW of Indian Oil Corporation Limited for its Polymers Marketing in respect of the Udaipur and Jaipur regions.

On a standalone basis the total income for the financialyear 2024-25 under review was R 11,568.50 lakhs as against R 10,295.44 lakhs for the previous financial year. The profit before tax from continuing operations including exceptional items was R 15.02 lakhs for the financial year 2024-25 under review as against R 84.18 lakhs for the previous financial year. The profit after tax from continuing operations including exceptional items was R 17.32 lakhs for the financial year 2024-25 under review as against R 66.35 lakhs for the previous financial year. It was due to the operation of new capacity, contribution of which was very low as compared with the increase in finance cost, depreciation and other fixed expenses.

On a Consolidated basis the total income for the financialyear 2024-25 under review was R 13,139.17 lakhs as against R 11,151.67 lakhs for the previous

financial year. The profit before tax from continuing operations, including exceptional items, was R 38.05 lakhs for the financial year 2024-25 under review as against R 135.44 lakhs for the previous financial year. The profit after tax from continuing operations including exceptional items was R 23.03 lakhs for the financial year under review as against R 92.51 lakhs for the previous financial year.

3. DIVIDEND:

With a view to conserve the resources for future use, no dividend has been recommended for the financial year ending on March 31, 2025.

4. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relates and up to the date of this report.

5. LISTING OF SHARES:

The Equity shares of the Company are listed on National Stock Exchange of India Ltd., Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra

(E) Mumbai - 400 051 and BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.

The Annual Listing Fees for the financial year 202526 have been paid.

6. CHANGES IN THE NATURE OF BUSINESS:

During the year under review there has been no change in the nature of the business of the Company.

7. TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of profit for FY 2024-25 appearing in the statement of profit and loss and no amount was transferred to any Reserves.

8. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosures required pursuant to the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed with this report- “Annexure - A”.

Further during the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed under rule 5(2) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014, it is stated that the Company is taking every possible step to conserve the energy wherever possible by streamlining the production process. Its impact will be visible in the time to come. The Company is exploring avenues for utilizing alternate sources of energy. The Company has not made any capital investments in energy conservation equipment.

The Company has not imported any technology during the last three years. The technology employed for the manufacture of FIBC, HDPE/PP woven sacks/ fabrics is indigenously sourced and timely tested. The Company regularly keeps itself updated with the latest developments in technology with the motto of cost reduction and improvement of the quality of the products.

No expenditure has been incurred on research and development.

FOREIGN EXCHANGE EARNINGS

During the year under review, the Foreign Exchange earned in terms of actual inflows and Foreign exchange outgo in terms of actual outflows are as under:

(P In Lakhs)

Sr. No. Particulars	2024-2025	2023-2024
01. Foreign Exchange Earnings	7,232.63	6,731.98
02. Foreign exchange Out go	229.50	69.72

10. DEPOSITS FROM PUBLIC:

The Company has not accepted any Deposit within the meaning of Section 73 of the Companies Act, 2013 and rules made there under, and as such no amount on account of principal and interest was outstanding as on the date of the balance sheet.

As such no amount of deposit is unpaid or unclaimed at the end of the year. Hence there is no noncompliance with any of the provisions of chapter V of the Companies Act, 2013.

11. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 134 sub-section (3) clause (c) of the Companies Act, 2013, it is stated that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to the material departures, if any;

b) the directors had 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 loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records, and the adequate steps have been taken to make it afresh, in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a "going concern” basis.

e) internal financial controls has been laid down to be followed by the company and such financial controls are adequate and are operating effectively;

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

12. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED:

(a) Changes in the Board of Directors:

During the year under review, the following changes have occurred in the Board of Directors of the company:

a. Mr. Murtaza Ali Moti (DIN: 07876224) resigned from the position of Whole-time director with effect from close of business hours of February 12, 2025.

b. Mr. Ramesh Chandra Soni (DIN:0049497) retired with effect from March 11, 2025 as an Independent director after completing his second term.

c. Mr. Harikant Ganeshlal Turgalia (DIN: 00049544) has been appointed as an Additional Non-Executive Non-Independent Director with effect from March 11, 2025.

The brief profile and other details relating to the Director seeking appointment/re-appointment as stipulated under Regulation 36 of the SEBI Listing Regulations and Secretarial Standard-2 (SS-2) issued by the Institute of Company Secretaries of India (ICSI), are provided in the Notice convening the ensuing 33^rd AGM.

(b) Retire by Rotation:

Mr. Hakim Sadiq Ali Tidiwala (DIN: 00119156), being the longest in the office, will retire by rotation at the forthcoming annual general meeting and being eligible, has offered himself for reappointment. The Board of Directors of your Company has recommended his re- appointment.

(c) Key Managerial personnel:

During the year under review, there have been following changes in the Key Managerial Personnel:

Sr. No. Name	Designation	Nature of change	Date of change
01 Mr. Murtaza Ali Moti	Whole time Director	Resignation	Close of business hours of February 12, 2025
02 Ms. Runel Saxena	Company Secretary and Compliance Officer	Resignation	Close of business hours of March 24, 2025
03 Ms. Alka Premkumar Gupta	Company Secretary and Compliance Officer	Appointment	with effect from March 25, 2025

Following are the Key Managerial Personnel as on March 31, 2025:

Sr. No. Name	Designation
01 Mr. Hakim Sadiq Ali Tidiwala	Whole time Director
02 Mr. Lalit Kumar Bolia	Chief Financial Officer
03 Ms. Alka Premkumar Gupta	Company Secretary and Compliance Officer

13. POLICY ON APPOINTMENT AND REMUNERATION FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES:

The Nomination and Remuneration Committee of the Board has devised a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their Remuneration. The Committee has formulated the criteria for determining qualifications, positive attributes and independence of a director (including Independent Directors) and other matters provided under section-178(3) of the Companies Act 2013, which has been displayed on the Companys website

www.sahpolymers.com. The skills, expertise and competencies of the Directors as identified by the Board, along with those available in the present mix of the Directors of your Company, are provided in the ‘Report on Corporate Governance forming part of the Report and Accounts.

The Company shall not appoint or continue employment of any person as Managing Director, Whole-time Director or Manager who has attained the age of seventy years provided that the term of person holding this position may be extended beyond the age of seventy years with the approval of the shareholders by passing a special resolution based on the justification stating reasons/clarification

for extension of appointment beyond seventy years Additionally in compliance with Regulation 17 (1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company shall not appoint or continue the appointment of a non-executive director who has attained the age of seventy-five years, unless a special resolution is passed by the shareholders, to that effect, in which case the explanatory statement annexed to such motion shall indicate the justification appointing such person.

The policy on the above is attached as “Annexure - B”

14. HOLDING, SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES: Holding:

Your Company is a subsidiary of Sat Industries Limited with a holding of 55.50% of equity shares.

Subsidiary:

Your Company has 1(One) subsidiary Company i.e Fibcorp Polyweave Private Limited with holding of 51.01% of Equity shares.

A Statement in Form No. AOC-1 pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 containing the salient features of the financial statement of the subsidiary company is annexed to this report as “Annexure - C”.

Owing to certain legal, technical and procedural intricacies, the Board of Directors of the Company decided not to proceed with the proposed amalgamation of Fibcorp Polyweave Private Limited (a material subsidiary), with and into the Company under sections 230 to 232 of the Companies Act, 2013. Accordingly, the Board has resolved to withdraw and call off the said amalgamation proposal.

Material Subsidiary:

The Company has formulated a policy on identification of material subsidiary in line with Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same is placed on the Companys website.

Accordingly, Fibcorp Polyweave Private Limited is the material subsidiary of your Company.

Fibcorp Polyweave Private Limited(FPPL)

FPPL is engaged in the business of manufacturing and marketing of the FIBC with the manufacturing facilities situated at Kaladwas Industrial Area, Udaipur. Its products find a presence in domestic as well as in global markets. During the year ended March 31, 2025, it clocked a revenue of A 2,984.48

lakhs, out of which A 1,089.35 Lakhs near about 36.50 % from exports and outreaches in more than 7 countries.

Notes on Subsidiary

The following may be read in conjunction with the Consolidated Financial Statements of your Company prepared in accordance with Indian Accounting Standard AS110 Shareholders desirous of obtaining the Report and Accounts of your Companys subsidiaries may obtain the same upon request. Further, the Report and Accounts of the subsidiary companies is also available under the ‘Investor Relations section of your Companys website, www. sahpolvmers.com. in a downloadable format. Your Companys Policy for determination of a material subsidiary, as adopted by your Board, in conformity with Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, can be accessed on your Companys corporate website at https:// www.sahpolymers.com.

Joint Ventures and Associates:

Your Company does not have any Associates or Joint Ventures as on March 31, 2025.

Name of Companies Which Have Become or Ceased to Be Subsidiaries, Joint Ventures, Associates Companies:

During the year under report, none of the Companies became or ceased to be its subsidiary, joint venture & associates.

15. SHARE CAPITAL:

During the year under report, there was no change in the issued, subscribed and paid-up capital of the Company.

Issued, subscribed and paid-up capital of the Company is A 25,79,60,000/- divided into 2,57,96,000 equity shares of A 10/- each.

The above Equity shares have been listed to the Stock Exchange (i.e. BSE Limited and NSE).

16. BOARD AND ITS COMMITTEE MEETING:

During the financial year 2024-25, the Board of Directors of your Company met 8 (Eight) times. Date of meetings held along with attendance details of director etc. have been provided in the Report titled as "Report on Corporate Governance” annexed with this report.

Your Company has constituted various committees such as Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship committee and Corporate Social

Responsibility Committee, and others in accordance with the provisions of the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended and applicable laws, rules and regulations.

Disclosures in respect of the compositions of committees, functions, frequency of the meeting etc. have been provided in the Report titled as "Report on Corporate Governance” annexed with this report.

17. EVALUATION OF THE PERFORMANCE OF BOARD MEMBERS:

Annual Evaluation of the Performance of all the directors individually and the Board/Committee as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation includes the effectiveness of its own functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/ Committee. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directors obligations and fiduciary responsibilities, performance of non-independent directors, including but not limited to, active participation at the Board and Committee meetings.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Pursuant to section 186 of the Companies Act, 2013, disclosure relating to the loans given, investments made or guarantee given are provided in Notes to the Financial Statements forming part of the annual report.

19. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Related Party Transaction Policy as approved by the Audit Committee and the Board of Directors and the same displayed on the Companys website https://www.sahpolymers.com is in compliance

with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has a process in place to periodically review and monitor Related Party Transactions.

During the year under review, all related party transactions were in the ordinary course of business and at arms length. The Audit Committee has approved the related party transactions for FY 202425 and the estimated related party transactions for FY 2025-26.

There were no related party transactions that conflict with the interest of the Company.

The disclosure of Related Party Transactions as required in terms of Section 134(3)(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in Form AOC -2 as annexed vide “Annexure - D” with this report.

The Company proposes to enter into a related party transaction with Sat Industries Limited, promoter holding of your Company, to borrow the unsecured loans of R 100 crores for a period of 3 years from Financial Year 2025 at the Interest Rate of 12%.

The Company is seeking an enabling approval for the above-related party transactions at the ensuing Annual General Meeting (AGM).

20. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has constituted Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014. The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (CSR policy) indicating the activities to be undertaken by the Company. However, Section 135 of the Companies Act, 2013 and rules made there under are not applicable to the Company for the financial year ended 2025. The CSR policy is available on the Companys website at https://www.sahpolymers.com

As on the year ended March 31, 2025 the composition of the CSR Committee is as follows:

Sr. No. Name of the Committee Members	Designation
1. Mr. Asad Daud	Chairperson
2. Mr. Hakim Sadiq Ali Tidiwala	Member
3. Mr. Sanjay Suthar	Member

21. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the year under review the National Company Law Tribunal, Jaipur Bench vide its Order dated February 12, 2025, has approved the withdrawal of the proposed Scheme of Amalgamation (‘Scheme) of Fibcorp Polyweave Private Limited (‘Transferor Company) into and with Sah Polymers Limited (‘Company or ‘Transferee Company) and their respective shareholders.

The said Scheme was withdrawn by the Board of Directors of the Company in its meeting held on January 29, 2025, and the application for withdrawal was subsequently submitted and approved by the National Company Law Tribunal.

22. CONSOLIDATED FINANCIAL STATEMENT:

Your directors have pleasure in attaching the Consolidated Financial Statements pursuant to section 129(3) of the Companies Act, 2013 read with rule 6 of the Companies (Accounts) Rule, 2014 and prepared in accordance with the relevant applicable accounting standards as per the Companies (Indian Accounting Standard) Rules, 2015.

The Auditors report on Consolidated financial statements does not contain any qualification, observation, or adverse comment.

Your Companys Board of Directors is responsible for the preparation of the consolidated financial statements of your Company and its Subsidiary (‘the Group), in terms of the requirements of the Companies Act, 2013 (the Act) and in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act.

The respective Boards of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of each company and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; makingjudgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Such financial statements have been used for the purpose of preparation of the consolidated financial statements by the Directors of your Company, as aforementioned.

23. ANNUAL RETURN:

The copy of the Annual Return pursuant to the provisions of Section 92(3) read with Rule 12 of the Companies (Management and administration) Rules, 2014 has been placed on the website of the company which can be accessed at https://www. sahpolymers.com

24. STATUTORY AUDITORS:

The existing statutory Auditor M/S. H.R. Jain & Co. Chartered Accountants were appointed as Statutory Auditors of the Company at the annual general meeting held on September 30, 2022 to hold the office from the conclusion of the 30^th Annual General Meeting till the conclusion of the 35^th Annual General Meeting of the Company.

Further, they have confirmed that they are not disqualified from continuing as Auditor of the Company.

The Statutory Auditors Report does not contain any qualifications, reservations, adverse remarks or disclaimers. The Statutory Auditors of the Company have not reported any fraud to the Audit Committee of Directors as specified under Section 143(12) of the Act, during the year under review.

25. CORPORATE GOVERNANCE:

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance and a certificate obtained from the Statutory Auditor, H.R. Jain & Co., Chartered Accountant, confirming compliance with Corporate Governance requirements provided in the aforesaid Regulations, are provided in “Annexure - E” forming part of this Report.

Your Company has also been enlisted in the new SEBI compliant redressal system (SCORES), enabling investors to register their complaints, if any, for speedy redressal.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of Securities and Exchange Board of India (Listing and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a separate section forming part of the Annual Report.

27. CEO/CFO CERTIFICATE:

Chief Financial Officer/Chief Executive Officer Compliance Certificate as stipulated under Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations,2015 is presented in a separate section forming part of this report as “Annexure - F”

28. RISK MANAGEMENT POLICY:

The component of risk in the activities of your Company is very minimal. Managing Risk is an integral part of our business activity. The Company board & management regularly framing, reviewing & monitoring risk management plan & ensuring to mitigate the current & future risk exposure so as to safeguard company & shareholders interest and to assure business growth with financial stability.

The Policy is displayed on the website of the Company at https: //www.sahpolvmers.com.

29. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has designed and implemented a process driven framework for Internal Financial Controls ("I FC") within the meaning of the explanation to section 134(5)(e) of the Companies Act, 2013. For the year ended March 31, 2025, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations and operating effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/ or improved controls wherever the effect of such gaps would have a material effect on the Companys operations.

30. MAINTENANCE OF COST RECORDS

The Directors state that the turnover of the company does not exceed the limit prescribed for maintenance of Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, accordingly such accounts and records are not made and maintained by the Company.

31. COMPLIANCE WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

It is stated that the Company has constituted Internal Complaints Committee and complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

32. SECRETARIAL AUDIT:

Secretarial Auditors M/s. P Talesara & Associates, Practising Company Secretaries, were appointed by the Board as the Secretarial Auditors of your Company for the financial year ended March 31, 2025. The Secretarial Auditors have confirmed that your Company has complied with the applicable laws and that there are adequate systems and processes in your Company commensurate with its size and scale of operations to monitor and ensure compliance with the applicable laws. The Report of the Secretarial Auditors pursuant to Section 204 of the Act, is provided in the “Annexure - G” forming part of this Report along with the Secretarial Audit Report of Subsidiary Company as per Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, M/s. S.K Jain & Co. (COP: 3076), Company Secretaries, has been appointed as the Secretarial Auditors of the Company by the Board of directors at the meeting held on May 05, 2025, as the Secretarial Auditors of your Company for a term of five (5) consecutive years i.e. from the financial year 2025-26 to financial year 2029-30, subject to the approval of the shareholders in the ensuing Annual General Meeting.

Remark in the Auditors Report:

The Secretarial Auditor, in their report for the financial year ended March 31, 2025, has made the following observation:

The listed entity is not in compliance with Regulation 3(5) and 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015, with respect to the maintenance of a Structured Digital Database (SDD). Further, the Company has not complied with the said regulations in relation to changes in Key Managerial Personnel (KMP) and Directors during the months of February and March 2025.

Management Response to the above observation:

The Board of Directors acknowledges the observation made by the Secretarial Auditor regarding noncompliance with Regulation 3(5) and 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, pertaining to the maintenance of a Structured Digital Database (SDD).

The said non-compliance occurred due to technical error, because of which the Company was unable to modify the entry but subsequently the same was being modified. The Company have complied with the requirement of Regulation 3(5) & Regulation 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015.

33. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

c) None of the Whole-time Director or Managing director of the Company received any remuneration or commission from any of its holding or subsidiary.

d) Compliance with the conditions of Corporate Governance. The certificate from your Companys Statutory Auditors, M/s. H.R. Jain & Co., confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations, is annexed as annexure II forming a part of Corporate Governance Report

34. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

Your Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act in respect of Board Meetings and Annual General Meetings.

35. APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016):

Neither any application made or nor any proceeding is pending under Insolvency and Bankruptcy Code, 2016.

36. 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:

Since its inception, the Company has not entered into any One Time Settlement with banks or financial institutions.

37. INDEPENDENT DIRECTOR

A. Statement on Declaration Given by Independent Directors U/S 149(6) of the Companies Act 2013:

Your Company has received declarations from all the Independent Directors of your Company, confirming that:

1. they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI(LODR) Regulations, 2015;

2. they are not aware of any circumstance or situation which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective of independent judgement and without any external influence; and

3. they have registered their names in the Independent Directors Databank.

B. Statement Regarding Board Opinion with Integrity, Expertise and Experience (Including Proficiency) of the Independent Director

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and that the Independent Directors appointed possess requisite qualifications, experience and expertise in Corporate Governance, Legal & Compliance, Financial Literacy, General Management, Industry Knowledge, Technology, Risk Management, Strategic Expertise and Sustainability and they hold highest standards of integrity and therefore the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

C. Familiarization Programme for Independent Directors

As a practice, all new Independent Directors inducted on the companys Board attend an orientation programme. Presentations are made by Senior Management giving an overview of the operations, to familiarize the new Directors with the Companys business operations. The new Directors are given an orientation on the products of the business, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy of the

Company. Visits to plant locations are organized for the new Directors to enable them to understand the business better. Details of Familiarization Programme of Independent Directors in the areas of strategy/industry trends, operations & governance, Statutory act, health, environment initiatives and safety are available on the website of the Company at https: //www.sahpolymers.com.

D. Independent Directors Meeting:

During the year under review a separate meeting of the Independent Director of the Company was held on February 27,2025, without the presence of other Directors and members of Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, performance and assessed the quality, quantity and timeliness of flow of information between the Company management and the Board.

38. TRANSFER TO INVESTOR EDUCTION AND PROTECTION FUND:

In accordance with the applicable provisions of the Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer, and Refund) Rules, 2016 (IEPF Rules), all unclaimed dividends are required to be transferred by the Company to the IEPF after completion of 7 years Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for 7 consecutive years or more shall be transferred to the demat account of the IEPF authority.

During the current year no shares or unclaimed dividend was required to be transferred to IEPF.

The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on March 31, 2025, on the Company website, at https://www.sahpolymers.com.

39. VIGIL MECHANISM/WHISTLE BLOWER:

Your Companys Whistleblower Policy encourages Directors and employees to bring to your Companys attention, instances of illegal or unethical conduct, actual or suspected incidents of fraud, actions that affect the financial integrity ofyour Company, or actual or suspected instances of leak of unpublished price sensitive information that could adversely impact your Companys operations, business performance and/or reputation. The Policy requires your Company to investigate such incidents, when reported, in an impartial manner and take appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. Anonymous complaints are also entertained if the complaint sets out specific allegations & verifiable facts, and is accompanied with supporting evidence. It is your Companys Policy to ensure that no complainant is victimized or harassed for bringing such incidents to the attention of your Company, and to keep the information disclosed during the course of the investigation as confidential. The practice of the Whistleblower Policy is overseen by the Audit Committee and no employee was denied access to the Committee during the year. The Whistleblower Policy is available on your Companys corporate website at https://www.sahpolvmers.com.

40. ACKNOWLEDGEMENTS:

We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, cooperation and support. We thank the Government of India and the State Government and other regulatory authorities and government agencies for their support and look forward to their continued support in the future.

“Annexure-A”

(Forming Part of Boards Report)

Details pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

1. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR 2024-25:

Name	Designation	Ratio
Mr. Asad Daud	Non-Executive Director	NIL
Mr. Hakim Sadiq Ali Tidiwala	Whole Time Director	7.32:1
Mr. Harikant Ganeshlal Turgalia $	Additional Director, Non-Executive Non-Independent Director	NIL
Mr. Murtaza Ali Moti*	Whole Time Director	NIL
Mr. Sanjay Suthar	Independent Director	NIL
Mr. Nikhil Khanderao Raut	Independent Director	NIL
Mr. Ramesh Chandra Soni**	Independent Director	NIL
Ms. Asha Jain	Independent Director	NIL

1. $ Mr. Harikant Ganeshlal Turgalia has been appointed w.e.f. March 11, 2025.

2. * Mr. Murtaza Ali Moti ceased to be Whole Time Director w.e.f. February 12, 2025.

3. ** Mr. Ramesh Chandra Soni ceased to be Independent director w.e.f. March 11, 2025.

2. THE PERCENTAGE INCREASE IN REMUNERATION OF EACH DIRECTOR, CHIEF FINANCIAL OFFICER, CHIEF EXECUTIVE OFFICER, COMPANY SECRETARY IN THE FINANCIAL YEAR 2024-25:

Name		Designation	% of increase in remuneration
Mr. Asad Daud		Non-Executive Director	Nil
Mr. Hakim Sadiq Ali Tidiwala		Whole-time Director	NIL
Mr. Murtaza Ali Moti*		Whole-time Director	NIL
Mr. Harikant Ganeshlal Turgalia $		Additional Director, Non-Executive Non-Independent Director	NIL
Mr. Lalit Kumar Bolia		Chief Financial Officer	8.11%
Ms. Runel Saxena***		Company Secretary & Compliance officer	NA
Ms. Alka Premkumar Gupta****		Company Secretary & Compliance officer	NA
Independent Directors Sitting Fees
Mr. Sanjay Suthar	Independent Director			Nil
Mr. Nikhil Khanderao Raut	Independent Director			Nil
Mr. Ramesh Chandra Soni**	Independent Director			Nil
Ms. Asha Jain	Independent Director			Nil

1. $ Mr. Harikant Ganeshlal Turgalia has been appointed w.e.f. March 11, 2025.

2. *** Ms. Runel Saxena ceased to be Company Secretary & Compliance officer w.e.f. March 24, 2025.

3. ** Mr. Ramesh Chandra Soni ceased to be Independent director w.e.f. March 11, 2025.

4. *Mr. Murtaza Ali Moti ceased to be Whole Time Director w.e.f. February 12, 2025.

5. ****Ms. Alka Premkumar Gupta has been appointed as a Company Secretary & Compliance Officer w.e.f. March 25, 2025.

3. THE PERCENTAGE INCREASE IN THE MEDIAN REMUNERATION OF EMPLOYEE IN THE FINANCIAL YEAR 2024-25:

12.07%

4. THE NUMBER OF PERMANENT EMPLOYEES ON THE ROLLS OF COMPANY AS ON MARCH 31, 2025:

There were 121 number of permanent employees on the rolls of the Company as on March 31, 2025.

5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year was 2.56% and its comparison with the percentile increase in the managerial remuneration was 4.72%.

6. AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF THE COMPANY:

It is affirmed that the remuneration paid to Directors, Key Managerial Person and other employees are as per the Nomination and Remuneration Policy for Directors, Key Managerial Personnel, and other employees.

“Annexure-B”

(Forming Part of Boards Report)

NOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy is being formulated in compliance with Section 178 of the Companies Act, 2013 read along with SEBI (Listing Obligations and Disclosure Requirements) Regulations, as amended from time to time. This policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors.

Our Policy on the Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel provides a framework based on which our human resources management aligns their recruitment plans for strategic growth of the Company.

DEFINITIONS:

“Act” means Companies Act, 2013 and rules framed there under, as amended from time to time.

“Board of Directors” or Board, in relation to the company, means the collective body of the Directors of the Company.

“Committee” means Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board.

“Company” means Sah Polymers Limited.

“Managerial Personnel” means Managerial Personnel or Persons, applicable under Section 196 and other applicable provisions of the Companies Act, 2013.

“Policy” or “This policy” means Nomination and Remuneration Policy.

“Remuneration” means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961;

“Key Managerial Personnel” means an individual as defined under Section 2(51) and Section 203 of Companies act, 2013:

i) the Chief Executive Officer or the Managing Director or the Manager;

ii) the Company Secretary;

iii) the Whole Time Director;

iv) the Chief Financial Officer;

v) such other officer, not more than one level below the directors who is in the whole-time employment, designated as key managerial personnel by the Board; and

vi) such other person as may be prescribed by the Company from time to time.

“Senior Managerial Personnel” mean officers/ personnel of the listed entity who are members of its core management team excluding the Board of Directors and normally this shall comprise all members of management one level below the chief executive director/managing director/whole time director/manager (including chief executive officer/ manager, in case they are not part of the board) and shall specifically include company secretary and chief financial officer.

PURPOSE:

Pursuant to the Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and pursuant to the applicable provisions of SEBI (LODR) Regulations, 2015, the Board of Directors shall constitute the Nomination and Remuneration Committee, to guide the Board on various issues on appointment, evaluate the performance, remuneration of Directors, Key Managerial Personnel, etc.

CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE:

The Board has re-constituted the "Nomination and Remuneration Committee” of the Board on March 28,2017. This is in line with the requirements under the Companies Act, 2013.

APPLICABILITY:

This Policy is applicable to all Directors, KeyManagerial Personnel and Senior Managerial Personnel and such other officer as may be prescribed by the Board of Sah Polymers Limited.

OBJECTIVE:

The objective of the Policy is to ensure that:

- 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;

- Relationship of remuneration to performance

is clear and meets appropriate performance benchmarks; and

- 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.

ROLE OF THE COMMITTEE:

The role of the NRC will be the following:

- To formulate criteria for determining

qualifications, positive attributes and

independence of a Director.

- To formulate criteria for evaluation of

Independent Directors and the Board.

- To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this Policy.

- To carry out evaluation of Directors performance.

- To recommend to the Board the appointment and removal of Directors and Senior Management.

- To recommend to the Board, Policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.

- To specify the manner for effective evaluation of performance of the Board, its committees and Individual Directors to be carried out by the Board, by the Nomination and Remuneration Committee or by independent external agency and review its implementation and compliance.

- To devise a policy on Board diversity, composition, size.

- Succession planning for replacing Key Executives and overseeing.

- To carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modification, as may be applicable.

- To perform such other functions as may be necessary or appropriate for the performance of its duties.

APPOINTMENT AND REMOVAL OF DIRECTOR, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

1) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his/her appointment, as per Companys Policy.

2) A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person is sufficient/satisfactory for the position.

3) The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.

TERM/TENURE

1) Chairman/Managing Director/Whole-time

Director: The Company shall appoint or reappoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time under the terms of the applicable provisions of the law. No re-appointment shall be made earlier than one year before the expiry of term.

2) Independent Director: An Independent

Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards report.

3) No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Wholetime Director of a listed company or such other number as may be prescribed under the Act.

EVALUATION

The Committee shall carry out evaluation of performance of Director, KMP and Senior Management Personnel yearly or at such intervals as may be considered necessary.

REMOVAL

The Committee may recommend with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the Companies Act, 2013, rules and regulations and the policy of the Company.

RETIREMENT

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL

1) Remuneration to Managing Director/Whole- time Directors:

a) The Remuneration/Commission etc. to be paid to Managing Director/Whole-time Directors, etc. shall be governed as per the applicable provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the requisite approvals obtained from the Members of the Company and from other concerned authorities, if required as per the applicable provisions.

b) The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director/ Whole-time Directors.

2) Remuneration to Non- Executive/ Independent Directors:

a) The Non-Executive/Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.

b) All the remuneration of the Non-Executive/ Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.

c) An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company.

d) Any remuneration paid to Non-Executive/ Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:

i) The services are rendered by such Director in his capacity as the professional; and

ii) In the opinion of the Committee, the Director possesses the requisite qualification for the practice of that profession.

e) The Nomination and Remuneration Committee of the Company, constituted for the purpose of administering the Employee Stock Option/Purchase Schemes, shall determine the stock options and other share based payments to be made to Directors (other than Independent Directors).

3) Remuneration to Key Managerial Personnel and Senior Management:

a) The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and incentive any, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Companys Policy and subject to the compliance with respect to SEBI LODR Regulations, to the extent it is applicable to the Company.

b) The Nomination and Remuneration Committee of the Company, constituted for the purpose of administering the Employee Stock Option/Purchase Schemes, shall determine the stock options and other share based payments to be made to Key Managerial Personnel and Senior Management.

c) The Fixed pay shall include monthly remuneration, employers contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time.

d) The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

DISCLOSURE

Certified copy of this Policy shall be placed on Companys website viz., https://www.sahpolymers. com for public view and salient features of this Policy and any changes therein, shall be disclosed in the Boards report along web address of this policy.

IMPLEMENTATION

- The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered appropriate.

- The Committee may delegate any of its powers to one or more of its members.

AMENDMENT TO THE POLICY:

The Board of Directors on its own and/or as per the recommendations of Nomination and Remuneration Committee can amend this Policy, as and when required. In case of any amendment(s), clarification(s), circular(s), etc. issued by the relevant authorities, not being consistent with the provisions of this Policy, which are extracted from applicable provisions of Companies Act and SEBI (LODR) Regulations, 2015, then such amendment(s), clarification(s), circular(s), etc. shall prevail upon the provisions hereunder and this Policy shall stand amended accordingly from the effective date as laid down under such amendment(s), clarification(s), circular(s), etc. However, to bring the effects of such amendment(s), clarification(s), circular(s), etc. Committee may recommend such changes in this Policy to the Board for the approval in the meeting of the Board of Directors.

“Annexure-C”

(Forming Part of Boards Report)

FORM AOC-1

Statement containing salient features of the financial statement of subsidiaries.

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Part “A”: Subsidiaries

(A in lakhs)

Sr. No. Particulars	Details
1 Name of the subsidiary	Fibcorp Polyweave Private Limited
2 Reporting period for the subsidiary concerned, if different from the holding companys reporting period	N.A
3 Reporting currency & exchange rate as on last date of relevant financial year in case of foreign subsidiaries	N.A
4 Share capital	66.43
5 Reserves & surplus	569.27
6 Total assets	1295.62
7 Total liabilities	659.92
8 Investments	0
9 Turnover	2984.48
10 Profit before taxation	23.02
11 Provision for taxation	17.32
12 Profit after taxation	5.71
13 Proposed dividend	0
14 % of shareholding	51.01%

Part “B”: Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and

Joint Ventures

NIL

Note: During the year there are no Subsidiaries or associates which are yet to commence operations & which have been liquidated or sold.

“Annexure-D”

(Forming Part of Boards Report)

FORM AOC - 2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso is given below:

1. Details of contracts or arrangements or transactions not at Arms length basis:

Sr. No. Particulars	Details
a) Name (s) of the related party & nature of relationship	NIL
b) Nature of contracts/arrangements/transaction	NIL
c) Duration of the contracts/arrangements/transaction	NIL
d) Salient terms of the contracts or arrangements or transaction including the value if any	NIL
e) Justification for entering into such contracts or arrangements or transactions	NIL
f) Date of approval by the Board	NIL
g) Amount paid as advances, if any	NIL
h) Date on which the special resolution was passed in General meeting as required under first proviso to section 188	NIL

2. Details of material contracts or arrangement or transactions at arms length basis:

Sr. No. Particulars	Details
a) Name (s) of the related party & Nature of Relationship	Fibcorp Polyweave Private Limited, Subsidiary Company
b) Nature of contracts/ arrangements/transactions	Purchase of machineries, Leasing of machineries, Purchase and Sales of Goods & Material, Rendering of any services.
c) Duration of the contracts/ arrangements/transactions	Contractual Basis
d) Salient terms of the contracts or arrangements or transactions	In the normal course of business.
e) Date(s) of approval/Consent by the Board	February 04, 2022
f) Amount paid as advances, if any	NIL