Shree TNB Polymers Ltd Directors Report

To

The Members

Shree TNB Polymers Limited

Your directors have pleasure in presenting their 19 th Annual Report and the Audited Financial Statements for the year ended on 31 st March 2025, together with the Independent Auditors Report thereon.

FINANCIAL SUMMARY

(Amount in Lakhs.)

Particulars	2024-2025	2023-2024
Revenue from Operations	17565.24	20785.56
Other Income	5.23	11.11
Total Income	17570.47	20796.67
Total Expenses	16884.95	20147.70
Profit before exceptional items Tax for the period	685.52	648.98
Exceptional Items	35.19	15.24
Profit before Tax	720.70	664.22
Less: Tax Expenses Current Tax	(141.60)	(102.09)
Deferred Tax	(2.01)	(46.53)
Profit After Tax	577.09	515.59
Balance carried to Balance Sheet	577.09	515.59

FINANCIAL HIGHLIGHTS AND OPERATION

The Key highlights pertaining to the business of the company for the year 2024- 25 and period subsequent there to have been given hereunder:

The Company has reported total revenue of Rs 17570.47 Lakhs in Financial Year 2024-25 as compared to total revenue of Rs 20796.67 Lakhs in previous year.

Similarly, there has been an increase in the profit after tax from Rs 515.59 lakhs to Rs. 577.09 Lakhs.

DIVIDEND

The Board of Directors has not recommended any dividend to the shareholders looking to the upcoming projects and margin contribution.

FINANCE

The repayment of due loan installments and interest payment regular and no defaults under any term loan is reported during the year.

RESERVES

Your directors propose to carry Rs. 577.09 Lakhs being the profit for the current year to the Balance Sheet (P&L A/C Credit Balance) during the financial year ended March 31 st , 2025.

CAPITAL STRUCTURE

There is no change in the authorized share capital of the company during the financial year 2024-25. The Authorized Share Capital of the Company is Rs. 12,00,00,000/- (Rupees Twelve crore only) divided into 1,20,00,000 (One crore Twenty Lakh only) equity shares of Rs. 10/- each.

The Paid-up share capital of the Company is Rs. 10,23,00,060/- (Ten crore Twenty-three lakhs and sixty only) divided into 1,02,30,006 (One Crore two lakhs thirty thousand and six only) equity shares of Rs. 10/- each.

The Company has allotted 12,78,750 shares at price of Rs 67 per share (face value of Rs.10/- per share at a premium of Rs.57/-per share) vide allotment made at Board Meeting held on 29 th March 2025.

INDUSTRY SCENARIO AND STATE OF COMPANYS AFFAIRS

Your company is a Public Company having its registered office located in Silvassa, Dadra Nagar Haveli Daman & Diu (Union Territory). The Company is mainly engaged, inter-alia, in the area of processing of polymers to manufacture Plastic products as given below:

Sr.no.	Name of Products
1.	\u201c Tirupati\u201d Brand Extruded Polymer Sheets
2.	\u201c Noble\u201d Brand HDPE, PP Pipes & fittings & micro irrigation systems
3.	\u201c Noble\u201d Brand DWC Pipes
4.	\u201c Wellpack\u201d Brand PP Flute Boards Solution

IMPORTANT EVENTS HAPPENED DURING THE YEAR

During the year under review, the Company has taken over the business of Noble Polytec (Partnership Firm: Registration Number: DNH/54/2017) as a going concern, including its assets and liabilities, pursuant to the Business Transfer Agreement dated 31 st March 2025. This strategic acquisition is expected to strengthen the Companys operations, expand its product/service portfolio, and enhance market presence. Necessary approvals from the Board of Directors, Audit Committee and other regulatory authorities, wherever applicable, have been duly obtained. The integration process is in progress, and the management is confident of deriving long-term benefits from this acquisition.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the financial year 2024-25.

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 STATEMENTS

RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

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

During the Financial Year under review, no significant and material orders were passed by the regulators or courts or tribunals that would impact the going concerning status of the company and its future operation.

DETAILS OF HOLDING. SUBSIDIARY AND ASSOCIATE COMPANY

Your company does not have any holding, subsidiary or associate company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL CHANGES IN DIRECTORS Appointment of Managing Director

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee and approval of Audit Committee, and subject to the approval of members, approved the re-designation and appointment of Mr. Rasikbhai Gokalbhai Bhalodi (DIN:07154995), who was earlier serving as the Whole-time Director of the Company, as the Managing Director for a period of 5 years with effect from 5 th September, 2025.

Mr. Rasikbhai Gokalbhai Bhalodi (DIN:07154995) has been associated with the Company since 2017 and has significantly contributed to his capacity as Whole-time Director. Considering his rich experience over the years in industry of polymers, the Board is of the view that his leadership will provide strong strategic direction and will be beneficial to the Companys growth and performance.

The terms and conditions of his appointment, including remuneration, follow the provisions of Sections 196, 197, 198 of the Companies Act, 2013, and have been proposed for approval by the shareholders at the ensuing Annual General Meeting proposed to be held on 13 th September 2025.

The Board places on record its appreciation for his continued contribution and welcomes him/her in the new role as the Managing Director of the Company.

Appointment of Mrs. Minal Ruchit Buch as an Independent Director

On the recommendation of the Nomination and Remuneration Committee and considering expertise, knowledge, experience and skills of Mrs. Minal Ruchit Buch (DIN: 11052857), the Board of Directors had appointed her as an Independent Director for a first term of 5 consecutive years commencing from 15th July 2025 to 14th July 2030 (both days inclusive), subject to approval by the Members of the company in the ensuing Annual General Meeting.

DECLARATION BY THE INDEPEDNENT DIRECTORS

Every Independent Director has given declaration that he meets the criteria of independence as provided in Section 149 (6) and Schedule IV of the Companies Act, 2013.

CHANGES IN KEY MANAGERIAL PERSONNEL Appointment of Chief Financial Officer

During the year, Mr. Amit Jagdish Joshi was appointed as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from 29th March 2025, in accordance with the provisions of Section 203 of the Companies Act, 2013.

Appointment of Company Secretary and Compliance Officer

During the year, Mr. Lalit Khurana was appointed as the Company Secretary and Key Managerial Person of the Company with effect from 20 th February 2025, in accordance with the provisions of Section 203 of the Companies Act, 2013.

Subsequently, he resigned from the position with effect from 1 st April 2025. The Board places on record its appreciation for the valuable services rendered by him during his tenure.

Thereafter, Ms. Niyati Vishal Shah (FCS-8723) was appointed as the Company Secretary and Compliance Officer and Key Managerial Personnel of the Company with effect from 15th July 2025.

DIRECTOR TO RETIRE BY ROTATION

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Shri Vijay Jaysukhlal Thosani (DIN:01067515), retires by rotation and being eligible for re-appointment.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met 6 times during the year respectively for which proper notices were given, and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

ATTENDANCE OF EACH DIRECTOR AT THE BOARD MEETINGS HELD DURING THE YEAR:

SR. NO.	NAME OF THE DIRECTOR	BOARD MEETING HELD ON
		24 th June 2024	27 th August 2024	21 st December, 2024	20 th February 2025	10 th March 2025	29 th March, 2025
1	Mr. Vijay Jaysukhlal Thosani	YES	YES	YES	YES	YES	YES
2	Mr. Deepak kumar Qeematrai Raura	YES	YES	YES	YES	YES	YES
3	Mr. Rasik Gokalbhai Bhalodi	YES	YES	YES	YES	YES	YES
4	Mr. Chandulal Hansraj Patel	YES	YES	YES	YES	YES	YES
5	Mr. Jayesh Vinubhai Thummar	YES	YES	YES	YES	YES	YES
6	Mr. Amit Kantilal Bhalodia	YES	YES	YES	YES	YES	YES

INDEPENDENT DIRECTOR MEETING

The Independent Director met one time during the Financial Year on 27 th August 2024.

Attendance of each member of Audit Committee meetings held during the year:

Sr. No Name of Members	Meeting Attendance Particulars
1 Mr. Jayesh Vinubhai Thummar	4
2 Mr. Amit Kantilal Bhalodia	4
3 Mr. Deepakkumar Qeematrai Raura	4

BOARD COMMITTEES:

AUDIT COMMITTEE

The provisions regarding constituting Audit Committee as provided in Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and their Powers) Rules, 2014, are applicable to the Company.

The Board of Directors has constituted Audit committee on 24 th January 2020.

The Audit Committee of the Company comprises Three Directors, of which two are independent Directors and one whole time Director. Mr. Jayesh Vinubhai Thummar (Independent Director), Mr. Amit Kantilal Bhalodia (Independent Director), Mr. Deepakkumar Qeematrai Raura (Whole time Director) are the members of the Committee.

During the year the Audit Committee meeting met four times. The date on which the meeting was held is 24 th June 2024,27 th August 2024,20 th February 2025 and 29 th March 2025.

NOMINATION AND REMUNERATION COMMITTEE

The provisions regarding constituting Nomination and Remuneration Committee as provided in Section 178 of the Companies Act, 2013 read with the Companies (Meetings of Board and their Powers) Rules, 2014, are applicable to the Company.

The Board of Directors has constituted Nomination and Remuneration Committee on 24 th January 2020.

The Nomination and Remuneration Committee of the Company comprises Three Directors, of which two are independent Directors and one Non-Executive Director. Mr. Jayesh Vinubhai Thummar (Independent Director), Mr. Amit Kantilal Bhalodia (Independent Director), Mr. Chandulal Hansraj Patel (Non- Executive Director) are the members of the Committee.

During the year the Nomination and Remuneration Committee meeting has met twice. The date on which the meeting was held is 20 th February 2025 and 29 th March 2025.

Attendance of each member of Nomination and Remuneration Committee meetings held during the year:

Sr. No Name of Members	Attendance Particulars
1 Mr. Jayesh Vinubhai Thummar	2
2 Mr. Amit Kantilal Bhalodia	2
3 Mr. Chandulal Hansraj Patel	2

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

Pursuant to provisions of Section 134 (3) read with Section 178 of Companies Act, 2013 the Board of Directors, on recommendation of the Nomination and Remuneration Committee, has adopted a policy for appointment and payment of remuneration of Directors/KMP(s) and other senior executives of the Company. The Nomination and Remuneration Committee also recommends appointment and remuneration of Directors / KMP(s) and other senior executives of the Company, based on expertise and experience. The Committee also ensures that the remuneration is sufficient to attract, retain and motivate best managerial talents.

DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(21 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL! RULES. 2014:

None of the employees of your company, who were employed throughout the financial year, were in receipt of remuneration in aggregate exceeding the limit specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016.

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

ONE TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION.

There was no instance of onetime settlement with any Bank or Financial Institution.

Details relating to deposits, covered under Chapter V of the Companies Act, 2013:

(a) accepted during the year: NIL

(b) remained unpaid or unclaimed as at the end of the year: NIL

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

(i) at the beginning of the year: NIL

(ii) maximum during the year: NIL

(iii) at the end of the year: NIL

(d) The details of deposits which are not in compliance with the requirements of Chapter V of the Act: NIL

LOAN FROM DIRECTORS

The company has not taken loans from directors during the financial year.

AUDITORS

The Company in its 18 th Annual General Meeting (AGM) held on 30 th September, 2024 re-appointed M/s P. M. Bagrecha & Co. (Firm Registration No 100860W), Chartered Accountants, as Statutory Auditors of the Company to hold office for the period of 5 consecutive years from the conclusion of 18th Annual General Meeting until the conclusion of the 23 rd consecutive Annual General Meeting at a remuneration as may be fixed by the Board of Directors in consultation with the Statutory Auditors.

The Notes on financial statement referred to in the Auditors Report are self- explanatory and do not call for any further comments.

COST AUDIT & COST RECORDS

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s. Bhanwarlal Gurjar & Co. Cost Accountants in Practice (Registration No. 101540) as the Cost Auditors of the Company to conduct cost audits for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the year ending March 31,2025.

The Board on recommendations of the Audit Committee have approved the remuneration payable to the Cost Auditor for the Financial Year 2025-2026, subject to ratification of their remuneration by the Members at the forthcoming AGM. M/s. Bhanwarlal Gurjar & Co. have, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment. The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act.

SECRETARIAL AUDIT REPORT

The requirement of obtaining a Secretarial Audit Report from the practicing company secretary is not applicable to the Company.

SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India in respect of Meetings of Board and Shareholders.

CORPORATE SOCIAL RESPONSIBILITY

During the year the company has crossed the threshold limit specified under sub - section (1) of section 135 of the Companies Act, 2013, and is required to spend amount on CSR activities during the year.

However, the company is not required to constitute Corporate Social Responsibility committee as per the Companies Act 2013.

VIGIL MECHANISM

The provisions regarding vigil mechanisms as provided in Section 177(9) of the Companies Act, 2013 read with rules framed there under are not applicable to the Company.

RISK MANAGEMENT POLICY

Pursuant to section 134(3)(n) of the Companies Act, 2013, the Company has developed and implemented Risk Management Policy to identify the elements of risk that may threaten the existence of the Company and measures to be taken to mitigate the said risk elements. Since the Company is unlisted Company, it is not required to constitute Risk management committee under the provisions of listing agreement.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year the Company has not granted any Loans, guarantees or made investments under Section 186 of the Companies Act, 2013

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES u/s 188:

All the transactions entered with the related parties were in the ordinary course of business and on an arms length basis. Details of such transactions are given on notes to the financial statements.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company is pleased to report that during the year under reporting, the industrial relations were cordial.

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

Information in accordance with the provisions of Section 134 read with the Companies (Accounts) Rules, 2014 regarding conservation of energy, and technology absorption apply to the Company are given below;

(A) Conservation of energy-

(i) the steps taken or impact on conservation of energy:

The Company consumes electric power for generation of energy. The manufacturing process is standardized and well diffused. The process does not offer much scope for undertaking any program of energy conservation save and except with deployment of substantial funds.

(ii) the steps taken by the company for utilizing alternate sources of energy:

The Company has taken green initiative and gone to establish a solar power plant for 243.75 KVA and its working satisfactorily.

(iii) the capital investment on energy conservation equipment:

As stated earlier, the Company consumes electric power for Manufacturing Process. The manufacturing process is standardized and well diffused.

The process does not offer much scope for undertaking any program of energy conservation except with deployment of substantial funds. There are no proposals at present to invest in implementation of such measures.

FOREIGN EXCHANGE EARNING AND OUT GO (Amount in Lakhs)

CIF VALUE OF IMPORTS (RS.)	2024-2025	2023-2024
RAW MATERIALS	48.42	795.85
CAPITAL GOODS*(Capital Goods include Spare parts and components of Machinery)	1.71	5.56
SPARE PARTS & ACCESSORIES
RECEIPT IN FOREIGN EXCHANGE	113.01	3.27

PARTICULARS OF FRAUDS, IF ANY REPORTED UNDER SUBSECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

No fraud has been reported by the Auditors under sub-section (12) of Section 143 of the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, it is hereby confirmed:

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 the profit of the Company for the period ended 31.03.2025.

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 and

e) 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.

INTERNAL CONTROL SYSTEMS

The Companys internal control systems are adequate and commensurate with the nature and size of the Company, and it ensures timely and accurate financial reporting in accordance with applicable accounting standards, optimum utilization, efficient monitoring, timely maintenance and safety of its assets, compliance with applicable laws, regulations and management policies.

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

There was no complaint received from any Women Employee during the financial year 2024-2025 and hence no complaint is outstanding as on 31st March 2025 for redressal. The Company has complied with the provisions of the constitution of Internal Compliant Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

INTERNAL COMPLAINTS COMMITTEE

Internal Complaints Committee (ICC) has been established to redress the Complaints regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. ICC has its presence at corporate offices as well as at site locations of the Company.

The Company has in place an effective mechanism for dealing with complaints relating to sexual harassment at workplace. The details relating to number of complaints received and disposed of during the financial year 2024-25 are as under:

Number of complaints received during the financial year	Nil
Number of complaints disposed of during the financial year	Nil
Number of complaints pending more than ninety days	Nil

DISCLOSURES UNDER THE MATERNITY BENEFIT ACT. 1961

The Company has complied with the applicable provisions of The Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under The Maternity Benefit Act, 1961.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013 as amended, Annual Return for the financial year ended March 31,2025 made under the provisions of Section 92(3) of the Act will be available on the company website after holding the Annual General Meeting.

ACKNOWLEDGEMENT

Your directors wishes to place on record their sincere thanks to all the Customers, Suppliers, Bankers and Central and State Government Authorities, staff for extending support to your Company. The Board also places on record its sincere appreciation of the contribution made by all the stakeholders for placing their faith and trust on the Board.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

PLACE: SILVASSA	SIGNATURE: UJ r
DATE: 05/09/2025	NAME: MR. VIJAY JAYSUKHLAL THOSANI
	DESIGNATION: CHAIRMAN
	DIN:01067515