SMVD Poly Pack Ltd Directors Report

The Second Postal Ballot was conducted w.e.f 13th March, 2026 to 12th April, 2026 for seeking the consent of the shareholders on all the agendas forming part of the Notice. The Results of Postal Ballot were announced on 15 th April, 2026 by the Company, were in all the resolutions were declared passed with requisite majority. The Said results along with the scrutinizer reports are also available on the website of the Company at www.smvdpolypack.com .

9. Directors Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation related to material departures;

ii) Appropriate accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and of the Profit of the Company for the year ended on 31st March, 2026;

iii) Proper and sufficient care has been taken, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis;

v) The Directors have laid down internal financial Controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

• Appointments

No fresh appointments were made during the period under review.

• Resignation

None of the Directors resigned from office during the period under review.

• Retirement by Rotation

Pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Sangita Agarwal (DIN: 02860390) NonExecutive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offered herself for reappointment.

• Key Managerial Personnel

Mr. Nirmal Parakh, CFO (KMP) of the Company had resigned w.e.f. 28th February, 2026 on account of personal reasons. Further, Mr. Parakh has confirmed that there was no other reason except as stated above, for his resignation.

The Board accepted his resignation from the closure of business hours of 28th February, 2026 and recorded its appreciation towards valuable contribution made by Mr. Parakh during his tenure as a Chief Financial Officer of the Company.

Mr. Prateek Agarwal was appointed as the new CFO (KMP) of the Company w.e.f. 28th May, 2026. He is a B. Com graduate, Company Secretary & CA finalist. He has around 10-12 years of experience in the field of accounts, finance, marketing etc. He also has the expertise in the preparation and vetting of legal documentation.

11. Declaration by Independent Directors

Declaration of Independence as per Section 149(6) of the Companies Act, 2013 were duly received from all the Independent Directors as required under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Statutory Auditors

The term of office of M/s Seksaria Tibrewal & Co., Chartered Accountants (Firm Registration No 329660E) as the statutory auditors of the Company will expire at the forthcoming Annual General Meeting to be held for the year 2026. Hence, based on the recommendation of the Audit Committee and the Board of Directors the agenda for the appointment of M/s Bhuwania & Associates, Chartered Accountants (Firm Registration No 326818E) as the Statutory Auditors of the Company for a period of consecutive five years commencing from the conclusion of the 17th Annual General Meeting of the Company till the conclusion of the 22nd Annual General Meeting to be held in the year 2031 was placed before the shareholders for their approval.

M/s Bhuwania & Associates, Chartered Accountants has consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as Statutory Auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014. Moreover as per the provisions of Regulation 33(1)(d) they hold a valid peer review certificate issued by the Peer Review Board of ICAI.

Audit Report

The Statutory Auditors M/s Seksaria Tibrewal & Co., in their report dated 28th May, 2026 have expressed their qualified opinion represented hereunder;-

"We draw attention to Note 32 and 33 to the financial statements regarding the fire incident at the Companys manufacturing facility, which significantly affected the Companys operations. During the year, the Company received insurance claim and repaid the secured loans from banks and other creditors."

The financial statements have been prepared on a going concern basis considering the managements proposed revival plans and expected financial assistance from banks/financial institutions and recovery of short claim paid by the insurance company for the company proposes to file a suit before the Honble in the Calcutta High Court. Since the implementation of the proposed project and commencement of operations are dependent upon sanction of funds and outcome of the legal proceedings of the suit to be filed, we are unable to comment upon the

expected date of commencement of the proposed project and consequential impact, if any, on the accompanying financial statements.

The management views/comments/explanations on all the aforesaid opinion- "The management of the company has the plans and projects in hand to set up new plant in the state of Odisha. Looking to the projects in hand, availability of present funds, expected future cash flow projections on realisation of Insurance claim through legal means on filing suit, the accounts have been prepared under going concern basis."

All the other Notes to Accounts, as referred in the Auditors Report are self - explanatory and hence does not call for any further explanation.

• Internal Auditors

M/s. C.L.Mundhra & Co., Chartered Accountant were appointed as the Internal Auditors of the Company to carry out the Internal Audit for the FY 26-27 under the provisions of section 138 of the Companies Act, 2013. The Internal Audit is conducted every year to scrutinize the functioning of various areas of operations and its observation/remarks/recommendation are forwarded to the Audit Committee. Required action is taken based on the decision of the Committee & Board on the observation/remarks/recommendation, if any given by the internal auditor.

• Secretarial Auditor

M/s. Robin Jain & Associates, Company Secretary are appointed as the Secretarial Auditor of the Company to carry out Secretarial Audit for the FY 26-27 under the provisions of Section 204 of the Companies Act, 2013.It may further be noted that the provisions of Regulations 24A of the Listing Regulations w.r.t. the term of appointment of Secretarial Auditor does not apply to a SME listed Company. The Secretarial Audit Report for the year 25-26 is annexed to the Boards Report as Annexure C.

There are no qualifications/reservation/adverse/disclaimer remarks in the Secretarial Audit Report which requires any explanation from the Board of Directors of the Company.

• Cost Audit

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) amendment rules, 2014, the Companys product does not fall under the purview of Cost Audit.

13. Reporting of Frauds

There was no instance of fraud during the year under review which required the Statutory auditor or the Secretarial Auditor to report to the Audit Committee, Board and or Central Govt. under the provisions of Section 143(12) of the Companies Act, 2013 read with the Rules made thereunder.

14. Personnel (Particulars of employees & Related Disclosures)

The particulars and information of the employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 has been set out as Annexure - E to this Report, attached hereto. There are no employees who are in receipt of remuneration in excess of the limit specified

under Section 134(3) (q) read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

15. Companys Website

The website of the Company www.smvdpolypack.com represents a perfect view of the Companys businesses, its products for all its customers and investors. The site not only carries the information about the Company but also includes all the mandatory information and disclosures as per the requirements of the Companies Act, 2013 and Companies Rules 2014 and as per SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 viz. Financial Results of your Company, Shareholding Pattern, Directors & Corporate Profile, details of Board Committees, Corporate Policies etc.

16. Listing of Securities in Stock Exchanges

The Securities of the Company are Listed on The National Stock Exchange of India Ltd. (NSE) under the SME Segment.

The Company is registered with both NSDL & CDSL for holding the shares in dematerialized form and open for trading. The Company has paid all requisite Fees to the Stock Exchange & Depositories.

17. Code of Conduct

18. Related Party Transactions

All transactions entered with related parties during the FY 25-26 were on arms length basis and were in the ordinary course of business entered into with prior approval of Audit Committee.

The Company has received the consent of the Shareholders via Postal Ballot on 10th July, 2025 for entering into the material Related Party Transaction for sale of Shares of Associate Company to Mr. Pramod Kumar Agarwal &/or Mrs. Sangita Agarwal, Directors of the Company to be undertaken during the year 2025-26, accordingly, disclosure in Form AOC 2 is attached as Annexure B.

The details of the related party transactions as required under Indian Accounting Standard - 24 are set out in Note to the Financial Statements forming part of this Annual Report. The Company has also formulated a policy on dealing with the Related Party Transactions and the same has been uploaded on the website of the Company.

The Company has also seeked for the approval of the members for Related Party Transactions entered/to be entered during the ordinary course of business of the Company, turning material on account of fall in Companys turnover due to unavoidable circumstances. The details of such RPTs forms part of the Notice to the 17th Annual General Meeting of the Company.

19. Board Meetings & Committees

i) Number of Board Meetings

The Board of Directors met 4 times during the year under review on 30.05.2025, 18.07.2025, 14.11.2025 & 28.02.2026 respectively.

*Resigned w.e.f.10.03.2025. ** Unlisted Public Company.

ii) Committees of Board

AUDIT COMMITTEE - The Audit Committee was entrusted with review of quarterly and annual financial statements before submission to the Board, review of observations of auditors and to ensure compliance of internal control systems authority for investigation and access for full information and external professional advice for discharge of the functions delegated to the Committee by the Board.

The terms of reference of the Audit Committee are as follows:-

1) Oversight of the listed entitys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2) recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity and review and monitor the auditors independence, performance, and effectiveness of audit process;

3) approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4) reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

a) matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

21. Risk Analysis

The Company has in place proper risk management system to inform the Board members about the Risk assessment and mitigation plans and periodical reviews to ensure that the critical risks are

controlled by the executive management. The Board itself along with the Audit Committee looks after the risk management plans and ensures its effectiveness.

22. Internal Financial Control

The Company has in place adequate internal financial control as required under section 134(5)(e) of the Act. During the year such controls were tested with reference to financial statements, no reportable material weakness were observed in the formulation or operations and appropriate measures were taken as and when required to combat the effect of deficiencies/weaknesses, if any.

23. Loans, Guarantees and Investments

The Company had given loans or made investments during the year under review in accordance with the provisions of the Companies Act, 2013. The shareholders via Special Resolution at the Annual General Meeting held on 20th August, 2025 have authorized the Board for making loans, investments or giving guarantees under the provisions of Section 186 of the Companies Act, 2013. The Company has neither given any guarantee or provided any security in connection with a loan made to any other body corporate nor acquired by way of subscription purchase or otherwise the securities of any other body corporate.

The Loans/investments made forms part of the financial statements of the Company at schedule 18. The full particulars are maintained in the Register under Section 186 of the Act, which is available for inspection during business hours on all working days (except Saturday and Sunday).

24. Subsidiaries, Associates or Joint Ventures

Your Company does not have any subsidiaries, joint ventures but it had 1 (one) associate M/s. Aashakiran Commodeal Pvt. Ltd.. During the year under review the Company had sold its investment in shares of associate company. The sale was previously authorized by the shareholders by way of Special Resolution passed via Postal Ballot on 10th July, 2025.

As per the provision of Section 129(3) and rule 5 of the Companies (Accounts) Rules, 2014 the statement in AOC-1 containing the salient features of the financial statement of the associate Company is not required as there were no subsidiaries/associates of the Company as on 31st March, 2026.

25. Evaluation of Boards Performance

The Board annually evaluates its performance as well as the performances of its Committees and of Directors individually.

For evaluating the performance of the Board as a whole, the Board reviews the periodical performances of the Company and the role of the Board towards achievement of the said performances and the future plans as set out from time to time.

The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors. The performance of all the Directors was evaluated by linking it directly with their devotion towards their level of engagement and contribution, Individual judgements, safeguarding the interest of the Company, implementation and management of the growth parameters of the Company etc.

The performance of the Non Executive / Independent Directors is also evaluated on the basis of their contribution for adopting better corporate governance practices, transparency and disclosures in achieving the goal of the Company.

The performance of the various Committees of the Board is reviewed on the basis of the achievement of the work designated to the specific committee.

26. Nomination Remuneration & Evaluation Policy

The Company has laid down a Policy on Nomination Remuneration & Evaluation being recommended by the NR Committee of the Company in compliance with the requisite provisions of the Companies Act, 2013 & SEBI (LODR) Regulations, 2015. The policy envisages as follows:

i) Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior Management Executives of the Company.

ii) Remuneration payable to the Directors, KMPs and Senior Management Executives.

iii) Evaluation of the performance of the Directors.

iv) Criteria for determining qualifications, positive attributes and independence of a Director.

27. Vigil Mechanism (Whistle Blower Policy)

28. Corporate Social Responsibility (CSR Policy)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 it may be noted that the CSR provisions as specified therein were not applicable on the Company during the year under review.

29. Management Discussion and Analysis Report

In compliance with Regulation 34(3) of Listing Regulations, a separate section on Management Discussion and Analysis which includes details on the state of affairs of the Company is annexed as Annexure -D.

30. Disclosure with respect to demat suspense account/unclaimed suspense account under Clause F of Schedule V of SEBI(LODR) Regulations, 2015.

It may be noted that there are no such shares lying unpaid or outstanding in any such aforementioned accounts with the Company.

Regulations, 2015.

In reference to the newly inserted Clause in the aforesaid Regulations, it may be noted that as on date there are no such agreements existing or entered into by the parties enlisted therein where the listed entity i.e. SMVD is a party or is not a party and which directly or indirectly or potentially or whose purpose is to impact the management or control of the Company or impose any restriction or create any liability upon the Company.

The Company has only entered into agreements, if any in the normal course of Business with the appropriate approval of the Concerned authorities wherever required and none of their impact is to effect the management or control of the Company.

32. Conservation of Energy & Technology Absorption

Information pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given is annexed as Annexure - A which forms part of this report.

33. Foreign Exchange Earning & Outflow

Foreign Exchange Earning: Nil

Foreign Exchange Outgo: Nil

34. Compliance with Secretarial Standards and other applicable laws

Your Company often strives to comply not only with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) but also with all the other applicable laws on the Company implemented under various statutes to the extent possible.

35. Industrial Relations

The industrial relation during the FY 2025-26 were more or less cordial.

36. Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place the policy on prevention and redressal of sexual harassment at the workplace, pursuant to the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.The Company has an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment of women at the workplace. No complaints of Sexual Harassment were received by the Company during the year under review. No Complaints were required to be disposed off during the year and there were no cases pending for more than ninety days.

37. Disclosure on Compliance of the provisions of Maternity Benefit, 1961.

The Company has complied with the provisions of the Maternity Benefit Act, 1961, although no such request for maternity benefit has been received from any employee during the year under review. (A total of 12 permanent employees were there on the closure of the Financial Year Viz. Females - 3, Males - 9 and transgender - 0.)

38. Significant & material orders passed by the Regulators or Courts or Tribunals impacting the going concern status & Companys Operations in Future

There have been no significant & material orders passed by regulators / courts / tribunals impacting going concern status and Companys operations in future.

39. Details of 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 statement relates and the date of the report.

No such material changes or commitments occurred between the end of the financial year of the Company to which the financial statement relates and the date of the report affecting the financial position of the Company.

40. Update on Disclosure of material accident that took place at the works premises of the Company on 29th July, 2023.

In furtherance to all the Intimations made via Stock Exchange about the massive fire that broke out at the works premises of the Company at night on 29th July, 2023, this is to bring to the notice of the shareholders that since the establishment was fully insured the Insurance Company ‘Oriental Insurance Company Limited has released the total claim amount Rs. 4767.24 lakhs as final settlement amount. As the claim settlement amount paid by the Insurance Company was significantly lower than the amount claimed by the Company therefore the Company has filed a legal suit against the Insurance Company ‘Oriental Insurance Company Ltd.

On receipt claim the Company has repaid all the secured/unsecured loans from banks and others.

41. Details of application made or proceedings pending, if any under IBC, 2016

It may be noted that neither any application was made nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

Acknowledgement

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation to all the employees for their commendable teamwork, exemplary professionalism and enthusiastic contribution during the year.