Sati Poly Plast Ltd Directors Report

Dear Members Sati Poly Plast Limited

Your Directors have pleasure in presenting this Twenty Sixth (26^th) Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31^st March, 2025.

1. FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY:

(Amount in Rs. In Lakhs)

PARTICULARS	YEAR ENDED	YEAR ENDED
	31.03.2025	31.03.2024
Revenue from Operations (Net)	30,185.59	17,935.48
Other Income	4.72	5.50
Total Revenue	30,190.31	17,940.98
Less: Expenses	29,052.35	17,522.77
Profit before exceptional and extraordinary items and tax	1,137.96	418.21
Less: Exceptional Items	2,541.23	39.18
Profit before extraordinary items and tax	(1,403.27)	379.03
Less: Extraordinary Items	-	-
Profit before Taxation	(1,403.27)	379.03
Less : Provision for Taxation	-
Current Tax	-	116.00
Deferred T ax	(352.60)	(19.43)
Add/ (Less): MAT credit w/o/ (taken)
Less: Income Tax of earlier year	4.79
Profit after Taxation	(1,055.46)	282.45

2. FINANCIAL ACCOUNTING

The Financial Statements of the Company for FY 2024-25 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 including Indian Accounting Standards (Ind AS) and Guidance Note issued by the Institute of Chartered Accountants of India.

3. BUSINESS OVERVIEW AND STATE OF AFFAIRS

The Company is engaged in the business of manufacturing of plastic packaging materials.

There has been no change in the business of the Company during the financial year ended 31st March, 2025. However, the company got listed during the year on 22^nd July, 2024.

4. EXTRACT OF THE ANNUAL RETURN AND WEB LINK OF ANNUAL RETURN, IF ANY

The Company is having a website i.e. www.satipolyplast.in . Draft of Annual Return of the Company has been published on such website. Link of the same is given below: https:// satipolyplast.in/annual-returns/

5. DIVIDEND

The Board of Directors, after considering holistically the relevant circumstances has decided that it would be prudent, not to recommend any Dividend for the Financial Year 2024-25.

6. TRANSFER TO RESERVES

The Board does not proposed any amount to carry to any specific reserve.

7. LISTING ON STOCK EXCHANGE

The Companys shares are listed on National Stock Exchange of India Limited (NSE) EMERGE Platform on 22^nd July, 2024. The ISIN No. of the Company is INE0RPM01017.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT

During the year under review, one major event took place. On 15.02.2025, a major fire accident happened at the corporate office of the company situated at C-44, Phase-II, Distt. Gautam Budh Nagar, Noida- 201305 that initially hampered the business of the Company. However, the Company met the requirements of its clients through other plant and job work through one of its promoter group company i.e. M/s Osho Tradeflex Private Limited. Apart from this, there has been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

9. 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 there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

10. DETAILS OF SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES

As at the end of the financial year under review, the Company is having no subsidiary, joint venture or associate of the Company and during the year, no company has become or ceased to be the subsidiary, joint venture or associate of the Company.

11. SHARE CAPITAL

The Authorised Share Capital as on 31^st March, 2025 is Rs. 5,05,00,000 and Paid up share capital as on 31^st March, 2025 was Rs. 4,94,70,000.

Material Changes during the year:

On 18.07.2024 the Paid-up Share Capital of the Company was increased from 3,61,20,000 to 4,94,70,000 by a way of allotment of equity shares through IPO and has allotted 13,35,000 (Thirteen Lakhs Thirty Five Thousand) Equity shares of Rs. 10/- (Rupees ten Only) each at a premium of Rs. 120/- per share.

12. STATUTORY AUDITOR & AUDIT REPORT

At the 25th AGM held on July 10^th, 2024 the Members had approved appointment of M/s Keyur Shah & Associates, Chartered Accountants (FRN- 333288W) as Statutory Auditors of the Company to hold office for a period of five years commencing from the F.Y. 2024-2025 until the conclusion of financial period 2028-2029 at such remuneration as may be fixed by the Board of Directors of the Company.

There are no qualifications or observations or remarks made by the Auditors in their Report. However, the auditor put a disclaimer of opinion in the audit report on the basis that a fire broke out at the Companys premises on 15th February, 2025, resulting in the destruction of significant accounting records, supporting documents, Inventory and fixed assets. As a result, the auditor was unable to verify the existence, valuation, and completeness of the fixed assets destroyed in the fire on account of that we were unable to obtain sufficient and appropriate audit evidence regarding the accounting treatment of the loss due to fire and any related insurance claim receivable. The observations of the Auditor are self-explanatory and/or suitably explained in various notes to the accounts and no further comments are required from the Board of Directors of the Company.

13. BOARDS COMMENT ON THE AUDITORS REPORT

The auditor has given a disclaimer of opinion in the audit report on the basis that a fire accident took place in office of the company on 15.02.2025 and destruction of all books and records of the company. Observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

14. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

There is a change in the board of directors or key managerial personnel during the year under review i.e. the structure of the Board as on 31^st March, 2025 is as follows:

r. No.	Name		DIN/PAN	Date of Appointment	Designation
1	Balmukund Jhunjhunwala		02589799	14/07/1999	Managing Director
2	Aditya Jhunjhunwala		02939258	16/02/2010	Director
3	Keshav Jhunjhunwala		09806023	31/10/2023	Director
4	Rashmi Kamlesh Otavani (resigned on 17.01.2025)		06976600	26/12/2023	Independent Director
5	Abhishek Sehgal		10280892	28/02/2024	Independent Director
6	Aanchal Choudhary		BBTPC5688P	06/06/2024	CFO
7	Akanksha Jain		BABPJ4351B	26/12/2023	Company Secretary
8	Aditya Jhunjhunwala		02939258	26/12/2023	CEO
9	unjan Agarwal	08149990		17/01/2025	dditional Independent
					Director

15. DETAILS OF THE FRAUD REPORTED BY THE AUDITORS U/S 143(12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, no instance of fraud has been reported by the auditors u/s 143(12) of the Companies Act, 2013.

16. INDUSTRIAL RELATION

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. The company recognizes the significance of maintaining harmonious and constructive industrial relations, fostering a collaborative environment that promotes the wellbeing and productivity of our workforce. We believe that healthy relationships with our employees and their representatives are essential for the long-term success and sustainable growth of the organization.

17. DEPOSITS

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2025. There were no unclaimed or unpaid deposits as on March 31, 2025.

18. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act and rules and other applicable provisions framed thereunder, as amended, the said provision is applicable to the Company. The Board of directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s. Dhirendra Tripathi & Associates, Practicing Company Secretaries (C.P. No: 24927) as Secretarial Auditor of the Company to conduct the Secretarial Audit as per the provisions of the said Act for the Financial Year 2024-25.

A Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as Annexure-I in Form MR-3. There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in the Secretarial Audit Report for the Financial Year ended March 31, 2025.

19. INTERNAL CONTROL SYSTEM

The Company has appropriate internal control systems for business processes with regard to its operations, financial reporting and compliance with applicable laws and regulations. The Company continues its efforts to align all its processes and controls with best practices.

20. COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

21. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

Internal Financial Control System with reference to the financial statements, is adequate and suitable according to the nature of business carried on by the Company. The Company got listed on 22.07.2024 after which the requirement of appointment of internal auditor got arise. The company was in the process

of appointment of internal auditor but then a major fire accident took place in one of the plants of the company on 15.02.2025. During this hustle, internal auditor was not appointed during F.Y. 2024-25.

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

Information required to be provided under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are under:

A. CONSERVATION OF ENERGY:

a. Information on Conservation of Energy as required to be disclosed in terms of the aforesaid Rules is not given since the Company has not as such specifically dealt in those areas. However, it has always been endeavor of the Company to reduce the wastages due to unnecessary consumption of energy and save them for the future consumption.

b. The Company has taken steps for utilizing the alternate source of energy- Encouraging green plants in / outside the company premises to lower air conditioning needs.

c. The information on capital investment on energy conservation is not given since no such significant capital investment has been made during the period under review.

B. TECHNOLOGY ABSORPTION:

Considering the nature of Business carried on by the Company, information on Technology Absorption in terms of the aforesaid Rules required to be disclosed is not given since the Company as such was not required to make any new Research and Development and/or new Technology absorption, adaptation and innovation. However, your Company is constantly active in harnessing and tapping the latest and best technology in the industry.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There was export related activity during the financial year taken up by the Company.

23. CORPORATE GOVERNANCE REPORT

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2024-25.

24. CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

25. NUMBER OF MEETING OF THE BOARD

During the year 2024-25, Board of Directors met 09 times i.e. 14.05.2024, 06.06.2024, 01.07.2024, 11.07.2024, 18.07.2024, 12.08.2024, 22.08.2024, 13.11.2024 and 17.01.2025. The maximum gap between any two Board Meetings was less than one Hundred and Twenty days..

All the Board Meeting were duly attended by the Directors of the Company at the scheduled date, time and venues. The names of members of the Board, their attendance at the Board Meetings are as under:

Name of Directors	umber of Board Meetings Attended/Total eetings held during the F.Y. 2024-25
Balmukund Jhunjhunwala	09/09
Aditya Jhunjhunwala	09/09
Keshav Jhunjhunwala	09/09
Rashmi Kamlesh Otavani (ID resigned on 17.01.2025)	08/09
Gunjan Agarwal (Additional ID appointed on 17.01.2025)	01/09
Abhishek Sehgal (ID)	09/09

26. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3)(C) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

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

b) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the company for that period;

c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) that the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the company however during the year under review, no internal auditor was appointed; and

f) that 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.

27. MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year under review.

28. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all Independent Directors of the Company in accordance with the provisions of Section 149(7) of the Companies Act, 2013 confirming that they met the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

Schedule IV of the Companies Act, 2013 and the Rules thereunder mandate that the independent directors of the Company shall hold at least one meeting in a financial year, without the attendance of nonindependent directors and members of the Management. During the year under review, the Independent Directors met on June 06, 2024.

29. DISCLOSURES BY DIRECTORS

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as information by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Companies Act, 2013 & Listing Regulations.

30. DISQUALIFICATIONS OF DIRECTORS

During the financial year 2024-2025 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified to hold office as per provision of Section 164(2) of the Companies Act, 2013 and debarred from holding the office of a Director pursuant to any order of the SEBI or any such authority in terms of SEBI letter dated 14th June, 2018 and NSE circular dated 20th June 2018 on the subject “Enforcement of SEBI orders regarding appointment of Directors by Listed Companies”.

The Directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

31. OTHER REGULATORY REQUIREMENT

The Company has been complied with all regulatory requirements of central government and state government and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Companys operations in future.

32. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint.

The Company has not received any complaint on the SCORES during financial year 2024-25.

33. DISCLOSURE OF POLICY MADE BY NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted the Nomination and Remuneration Committee in compliance with the provisions of Section 178, and proper policy relating to remuneration to the Directors, Key Management Personnel and Employees, has been formulated by such committee.

The Nomination and Remuneration Committee comprises of Independent Directors and non-executive Director as its members. The Chairman of the Committee is an Independent Director. During the Financial year 2024-25, One meeting of the Nomination and Remuneration Committee was held on 17.01.2025.

34. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUBSECTION (3) OF SECTION 178

The Company has constituted a Nomination and Remuneration Committee under Section 178(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Stakeholders Relationship Committee under Section 178(5) of the Companies Act, 2013.

The stakeholder relationship committee comprises Non-executive Director, and 2 Independent Directors as its members. The Chairman of the Committee is an Independent Director.

During the Financial year 2024-25, One (1) meeting of Stakeholder Relationship Committee was held on 31.03.2025.

35. DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The Company had no employees drawing remuneration requiring disclosure under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

36. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014, the Company has adopted Whistle Blower Policy/vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct. It also provides for adequate safeguards against victimization of directors/employees who avail of the mechanism. To ensure proper functioning of vigil mechanism, the Audit Committee of the Company on quarterly basis take note of the same.

The Audit Committee comprises of non-executive Independent Directors and Managing Director as its Member. The Chairman of the committee is Independent Director.

During the Financial year 2024-25, four (4) meetings of audit committee held on 06.06.2024, 01.07.2024, 13.11.2024 and 31.03.2025.

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.

37. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review, the Company has duly complied with the provisions of section 185 & 186 of the Companies Act, 2013 in respect of the loans & investments made or guarantee/security provided by it, as applicable. The Company has given corporate guarantee of INR 5 crores to M/s Osho Tradeflex Private Limited, promoter group company for loan taken by that company.

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (“Listing Regulations”) the Management Discussion and Analysis of the Company for the year under review is presented in a separate section forming the part of the Directors Report is attached here with as Annexure II.

39. DEMATERIALISATION OF SHARES

During the year under review, all the equity shares were dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents 100% of the total paid-up capital of the Company. The Company ISIN No. is INE0RPM01017 and Registrar and Share Transfer Agent is MUFG Intime India Private Limited.

40. DIRECTOR REMUNERATION AND SITTING FEES

Members attention is drawn to Financial Statements wherein the disclosure of remuneration paid to Directors is given during the year 2024-25. Details of Sitting fees paid to the non-executive directors are disclosed in the financial statements.

41. MAINTENANCE OF COST RECORDS

The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is applicable on the Companys Product/ Services and such accounts and records have been so made and maintained. The Company appointed the cost auditor on 11.07.2024 for conducting the cost audit for F.Y. 2024-25. Cost Audit Report is hereby attached as Annexure-III.

42. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. However, except the transaction details given in Form AOC- 2 (Annexure-IV), none of the transactions made during the year fall under the purview of the provisions of section 188 (1) of the Companies Act, 2013.

Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or Members / Shareholders has been obtained for such transactions. However, as part of good corporate governance, all related party transactions covered under Section 188 of the Act are approved by the Audit committee. Your Directors draw attention of the members to Note No. 27 to the financial statement which sets out related party disclosures.

43. CREDIT RATING

The company has not obtained any rating from any Credit Rating Agency during the year.

44. INVESTOR GRIEVANCES REDRESSAL STATUS

During the Financial Y ear 2024-25, there were few queries received from the shareholders of the Company telephonically and through mail regarding business operations of company post fire accident. Company Secretary acts as the Compliance Officer of the Company is responsible for complying with the provisions of the Listing Regulations, requirements of securities laws and SEBI Insider Trading Regulations. The Investor can send their query to secretarial@,satipolvplast.in.

45. RISK MANAGEMENT POLICY

Risk management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability or impact of unfortunate events. At present, the Company does not have any Risk Management Policy as the elements of risk threatening the Companys existence is very minimal.

46. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Following is a summary of sexual harassment complaints received and disposed of during the year 202425:

- No. of complaints received - NIL

- No. of complaints disposed of - NIL

47. DISCLOSURES UNDER MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended, and ensures that all eligible women employees are extended the benefits and protections mandated under the Act, including paid maternity leave and other entitlements. The Company also promotes a gender-inclusive workplace and is committed to supporting the health and well-being of women employees through appropriate workplace policies and practices.

48. DISCLOSURE REGARDING RECEIPT OF COMMISSION BY A DIRECTOR FROM THE HOLDING OR SUBSIDIARY OF A COMPANY, IN WHICH SUCH PERSON IS A MANAGING OR WHOLE-TIME DIRECTOR - 197(14)

During the year under review this provision is not applicable on our Company.

49. COMPLIANCE WITH THE CODE OF CONDUCT OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT

The Board of Directors and Senior Management of the Company have complied with the Companys Code of Conduct applicable to Board of Directors and Senior Management.

50. STATEMENT OF DEVIATIONS) OR VARIATION

As per the report submitted to the National Stock Exchange on 13.11.2024 there is no deviation or variations observed in the utilisation of funds raised.

51. DECLARATION SIGNED BY THE CHIEF EXECUTIVE OFFICER STATING THAT THE MEMBERS OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL HAVE AFFIRMED COMPLIANCE WITH THE CODE OF CONDUCT OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT

Since, our Company falls in the ambit of SME Listed entity; hence compliance with the provisions of declaration signed by the chief executive officer stating that the members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2024-25.

52. COMPLIANCE CERTIFICATE FROM EITHER THE AUDITORS OR PRACTICING COMPANY SECRETARIES REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

Since, our Company falls in the ambit of SME Listed entity; hence compliance with the provisions of Compliance certificate from either the auditors or practicing company secretaries regarding compliance of conditions of corporate governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2024-25.

53. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared for the previous financial years

54. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE.2Q16:

No application has been made or any proceeding is pending under the IBC, 2016.

55. DIFFERENCE IN VALUATION

The Company has never made any one-time settlement against the loans obtained from Banks and Financial Institution and hence this clause is not applicable.

56. ACKNOWLEDGMENTS

Your Directors place on record their sincere gratitude to all concerned, in particular the bankers, business associates, consultants, and various Government Authorities for their continued support extended to the Companys activities during the financial year under review. Your Directors also acknowledges gratefulness to the members for their support and confidence reposed on the Company and its Board.

Form No. MR-3 Secretarial Audit Report For the Financial Year Ended 31^st March, 2025

[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To

The Members

SATI POLY PLAST LIMITED CIN: U82920BR1999PLC008904

D.N.SINGH ROAD,BHAGALPUR 812 002,

812 002, Bihar, India, 000000

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SATI POLY PLAST LIMITED (hereinafter called the Company). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of Secretarial Audit and the representations made by the Company, we hereby report that in our opinion, the Company has, during the audit period covering the Financial Year ended on March 31, 2025 generally complied with the statutory provisions listed hereunder and also that the Company has proper board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the company for the Financial Year ended on March 31, 2025 according to the provisions of:

I. The Companies Act, 2013 (the Act) and the rules made there under

II. The Securities Contract (Regulation) Act, 1956 (‘SCRA) and the rules made there under;

III. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

IV. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; - Not Applicable to the Company during the period under review.

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; - Applicable to the Company during the Audit Period under review.

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; - Applicable to the Company during the Audit Period under review as the Company got listed in NSE-SME Stock Exchange on 22^nd July, 2024.

d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; - Not Applicable to the Company during the period under review

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; - Not Applicable to the Company during the period under review f The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; - Applicable to the Company during the Audit Period under review.

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; - Not Applicable to the Company during the period under review

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; - Not

Applicable to the Company during the period under review

i) Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015; - Applicable to the Company during the period of audit to the extent of its Equity shares being listed at NSE-SME Stock Exchange Platform

VI. We have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards of The Institute of Company Secretaries of India,

ii. The Listing Agreements entered into by the Company with NSE-SME Stock Exchange.

During The year under review, the company has complied with the provisions of the act, rules, regulations and guidelines, standards mentioned above and there is adequate compliance management system for the purpose of other sector specific laws. We have relied on the representations made by the Company and its officers for the systems and mechanisms formed by the Company for compliances under other sector specific laws and regulations applicable to the Company.

We further report that the compliance by the company of applicable financial laws, like direct and indirect tax laws, has not been reviewed in this audit since the same have been subject to review by statutory financial audit and other designated professionals.

We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent, and a system exists for seeking and obtaining further information and clarifications on the agenda items before and during the meeting and for meaningful participation at the meeting.

As per the minutes of the meetings duly recorded and signed by the chairman, the decisions of the board were unanimous and no dissenting views have been recorded.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period there were no other specific events/ actions having a major bearing on the affairs of the Company in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.

Note -

1. This has been informed by the Company that after getting listed on NSE-SME Stock Exchange the Corporate Identification Number (CIN) of the Company is still showing Unlisted and not Listed after filing of several forms like GNL-2, Change Request Form (CRF) and several follow-up has been taken by ROC, Patna but no resolution has been provided by them yet.

2. The Company has complied with reporting of the Company to the Exchanges on time and some beyond the time limit after receiving notices by the Exchange for the same. However, no penalties and prosecution has been imposed to the Promoter, Board of Directors, and the Management in the said matter.

“Annexure - A”

To

The Members

SATI POLY PLAST LIMITED

CIN: U82920BR1999PLC008904

D.N.SINGH ROAD,BHAGALPUR 812 002,

812 002, Bihar, India, 000000

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our aud

2. We have followed the audit practices and processes as were appropriate to obtain reasonable ssurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards s the responsibility of management. Our examination was limited to the verification of rocedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.