SPP Polymer Ltd Directors Report

Dear Shareholders,

The Board of Directors are pleased to present the Annual Report of the Company together with its Audited Financial Statements for the Financial Year (‘FY) ended March 31, 2025.

FINANCIAL PERFORMANCE

During the year under review, the performance of your Company was as under:

(Rs. in Lakhs)

Particulars	Standalone
	Year ended 31st March, 2025	Year ended 31st March, 2024
Total Revenue	10890.01	9381.29
Total Expenses	10694.16	9238.48
Profit/(Loss) before taxation	195.84	142.81
Less : Tax Expense	83.27	38.81
Profit/(Loss) after tax	112.57	104.00
Add : Balance B/F from the previous year	951.59	852.17
Balance Profit / (Loss) C/F to the next year	1081.19	951.59

STATE OF COMPANYS AFFAIRS

Your Company has achieved a total income of Rs. 10890.01 Lakh during the year under review as against Rs. 9381.29 Lakh in the previous financial year. The net profit after tax of the Company for the year under review is Rs. 112.57 Lakh as compared to profit of Rs. 140.00 Lakh for the previous year. The net profit before tax for the year under review is Rs. 195.84 Lakh as compared to profit of Rs. 142.81 Lakh for the previous year.

Our product portfolio includes HDPE woven fabric and bags, nonwoven fabric and bags. We engage in manufacturing of products based on the orders of our customers to meet their requirements. Raw Material used for our production are sourced from the reliable vendors and quality of the raw material is tested in our laboratory before taking them for further production. We have an inhouse quality testing laboratory to ensure the compliance with global standards at all the levels of production. We trust that maintaining a variety of products and customising as per the customer requirement provides us with an opportunity to cater to diverse needs of different customer segment.

FUTURE OUTLOOK

With the improved capacity utilizations, your company is now better placed to serve the needs of the customers. Further, the management is taking all necessary steps to utilize maximum manufacturing capacity, energize human resource asset, drive cost efficiency and improve margins. We believe we are well placed to serve all customers in the coming years.

CHANGE IN NATURE OF BUSINESS

There has been no change in nature of the Business during the year under review.

The board of directors of the Company have recommended final dividend of Rs. 0.50/ per equity share of Rs. 10/ each, for the financial year ended March 2025, (Previous Year: Nil). There is no unclaimed/unpaid Dividend within the meaning of the provisions of Section 125 of the Companies Act, 2013.

The Company on voluntary basis has adopted the Dividend Distribution Policy and the said policy is available on the website of the Company i.e. https://spppolymer.com under investor section.

DEPOSITS

The Company has not accepted deposits from the public during the year under review. No deposits were outstanding at the beginning or at the closure of the financial year under review.

CHANGE IN CAPITAL STRUCTURE:

During the year the capital structure of the company has underwent following change:

The Company has allotted 41,50,000 Equity Shares under Initial Public Offering (IPO) of the Company.

As a result, the issue, subscribed, and paid up share capital of the Company increase to Rs. 15,39,11,600/ (divided into 1,53,91,160 equity shares of Rs. 10/ each).

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Particulars of loans, guarantees or investments pursuant to Section 186 of the Companies Act, 2013 are provided in the notes to the financial statements.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have subsidiary company, joint venture or associate companies during the year.

There is no company, which has ceased to be Companys subsidiary, joint venture or associate company during the year. The Company does not require to prepare consolidated financial statements.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, no changes occurred in the constitution of the Board of Directors and key managerial personnel.

Subsequent changes in composition till the date of this Report:

Mr. Liladhar Mundhara, Wholetime Director of the Company, being longest in office, retires by rotation and being eligible, offers himself for reappointment.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each of the Independent Directors to the effect that they respectively meet the criteria of independence as stipulated under Section 149 (6) of the Companies Act, 2013 read with the schedules, rules made thereunder and Regulation 16(1) (b) and

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Regulation 17 of the Listing Regulations. The Board has assessed the veracity of the same to their satisfaction. The Board of Directors have satisfied themselves about the integrity, expertise and experience (including the proficiency) of the independent directors of the Company.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Nomination and remuneration policy for the Directors, Key Managerial Personnel and Senior Management Personnel as per Section 178(3) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time is available on the website of the Company i.e. https://spppolymer.com/ under investor section.

PARTICULARS OF REMUNERATION OF DIRECTORS / KMP / EMPLOYEES

Disclosures required pursuant to the provisions of Section 197(12) of the Act read with Rule 5(1), 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report and appears at “Annexure 1”.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, the Board of Directors of the Company duly met 9 (Nine) times. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, and Listing Regulations.

The applicable details of these Board meetings including the attendance of the Directors at those meetings are given in the report on Corporate Governance which forms part of the Annual Report.

COMMITTEES OF THE BOARD

The Company has the following 3 (Three) Board Committees which have been established in compliance with the requirement of applicable law(s) and statute(s) and function accordingly:

Audit Committee

Nomination and remuneration Committee

Stakeholders Relationship Committee

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board adopted the evaluation performed by the Independent Directors on the Boards performance carried out in accordance with the requirements of LODR Reg. 25(4)(a). which took into account factors like ‘compliances with the provisions of the applicable act(s), rules, regulations and ‘corporate governance norms. Satisfaction has been recorded about the performance based on the aforesaid criteria. The performance of the Committees was adjudged based on the criteria like ‘adequacy of composition, execution and performance of specific duties, obligations and governance, quorum, compliance with procedures applicable for the conduct of meetings, and review of the past recommendations and decisions of the committees. The Board records its satisfaction about the performance of all the committees of the Board. The performance evaluation of Chairperson and Managing Director of the Company has been carried out by the Independent Directors in accordance with LODR Reg. 25(4)(b) and stands duly adopted by the Board. The performance evaluation of nonindependent directors has been carried out by the Independent Directors in accordance with LODR Reg. 25(4)(a) and it has been likewise adopted by the Board. The remaining members of the Board were

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evaluated at the Board Meetings based on various parameters like attendance, level of their engagement, contribution, independency of judgment, contribution in safeguarding the interest of the Company and other relevant factors.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms that:

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

They 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;

They had taken proper and sufficient care 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;

They had prepared the annual accounts on a going concern basis;

They had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

AUDITORS AND THEIR REPORTS

Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, M/s. GSK & Associates LLP, Chartered Accountants (FRN: 013838N), is appointed as Statutory Auditor of the Company at the Annual General Meeting (AGM) held on August 26, 2024, to conduct statutory audit for the term of five years to hold office till the conclusion of Annual General Meeting of the Company to be held in 2029.

The Auditors Report for the financial year ended 31st March, 2025 does not contain any qualification, adverse remark, reservation or disclaimer and therefore, does not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Secretarial Auditor

The Board, pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and Section 204 of the Companies Act, 2013 read with rules made thereunder has duly appointed M/s. Krushang Shah & Associates, Practicing Company Secretaries, Ahmedabad as the Secretarial Auditor of the Company to conduct Secretarial Audit as per the provisions of the Companies Act, 2013, for a period of five years commencing from FY 202526 to FY 202930.

M/s. Krushang Shah & Associates, Practicing Company Secretaries, is appointed as the Secretarial Auditors, to conduct the audit of secretarial records of the Company for the financial year ended on March 31, 2025 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by him in the prescribed form MR 3 is annexed to this Report as Annexure2.

The Secretarial Auditors Report for the financial year ended on March 31, 2025, does not contain any qualification, adverse remark, reservation, or disclaimer except nonfilling of eform CHG1 relating to charge modification. With respect to said observation, we would like to inform that we are in process of filling the same and insure that no such incidence happens in future.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls in order to ensure that the financial statements of the Company depict a true and fair position of the business of the Company. The Company continuously monitors and looks for possible gaps in its processes and its devices and adopts improved controls wherever necessary.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There has been no material changes and commitments, that affect the financial position of the Company from the end of the financial year of the Company to which the financial statements relate till the date of the directors report.

RISK MANAGEMENT

Periodically assessment to identify the risk areas are carried out and management is briefed on the risks in advance to enable the company to control risk through a properly defined plan. The risks are classified as financial risks, operational risks and market risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them.

The details of various risks that are being faced by the Company are provided in Management Discussion and Analysis Report, which forms part of this Report.

ANNUAL RETURN OF THE COMPANY

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31st March, 2025 is available on the Companys website i.e. https://spppolymer.com/ under investor section.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business. The information on transactions with related parties, compiled in Form AOC2, appears at “Annexure 3” to this report.

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

The particulars as prescribed under Subsection (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, appears at “Annexure 4” to this report.

CORPORATE GOVERNANCE REPORT

The provisions mentioned in para C, D and E of Schedule V are not applicable to our Company. However, the Company has voluntarily attached report on “Corporate Governance” except a certificate from a company secretary in practice that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority and Compliance certificate from either the auditors or practicing company secretaries regarding compliance of conditions of corporate governance shall be annexed with the directors report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, highlighting the important aspects of the business of the Company appears separately in the Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company provides an avenue to the Directors and Employees of the Company to report without fear any instance of actual or suspected violation, wrong doings or any illegal or unethical or improper practice which may adversely impact the image and / or the financials of the Company. For this, the Company has in place a Vigil Mechanism Policy (Whistle Blower Policy) for Directors and employees to report genuine concerns.

This provides for adequate safeguards against victimization of employees and Directors who wish to use the vigil mechanism to bring any wrong deed(s) to the notice of the Company.

During the year under review, the implementation of the vigil mechanism has been properly and regularly monitored by the Audit Committee. However, no complaints or instances in this regard have been reported. The said policy is available on the Companys Website i.e. https://spppolymer.com/ under investor section.

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

No complaints, pursuant to the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 have been received, pending, unresolved during the year under review. Further, the Company has complied with the provisions relating to constitution of Internal Complaint Committee under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

COMPLIANCE WITH THE PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961:

The Company is committed to upholding the rights and welfare of its women employees and has complied with the provisions of the Maternity Benefit Act, 1961, and the rules made thereunder, as amended from time to time. All eligible women employees are provided maternity leave and other

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benefits in accordance with the applicable provisions of the Maternity Benefit Act, 1961. The Company has also ensured a safe and supportive working environment, including provisions for creche facilities where applicable, in line with statutory requirements.

The Company continues to remain in full compliance with the provisions of the Maternity Benefit Act, 1961, and confirms that there have been no instances of noncompliance or adverse findings in this regard during the financial year under review.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

GENERAL

Your directors state that no disclosure or reporting is required in respect of the following matters under the Companies Act, 2013, and SEBI Regulations either on account of absence of any transaction or the inapplicability of the provisions:

Reporting of fraud(s) by the Auditors within the meaning of Section 143(12) of the Companies Act, 2013.

The Company has not transferred an amount to capital reserve during the year.

Maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013.

Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

Regulation 32 (4) of SEBI LODR Regulations regarding explanation for the variation in the utilisation of money raised by public issue as there is no deviation / variation in utilization of Money raised through public issue. Further details of the object and other details are given in corporate governance report.

Disclosure pursuant to section 43(1) read with Rule 4(4) of Companies (share capital and debenture) rules, 2014 regarding issue of equity shares with differential rights.

Details of any scheme for providing money for the purchase of shares of the Company by employees for the benefit of employees.

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

Performance and Financial position of the Subsidiary Companies /Joint Venture/ Associate company.

The company has not bought back any of its securities/ not issued any sweat equity shares / not provided any Stock Option Scheme to its employees / not issued any equity shares with differential rights.

Details of policy developed and implemented on corporate social responsibility.

Receipt of any commission from the Company or remuneration from any of its subsidiary by the Managing Director or the Whole time Directors of the Company as per section 197(14).

Revision in the financial statements (apart from regrouping adjustments) or directors report in any of the three preceding financials years.

Significant or material orders passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

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

Your directors place on records their gratitude to the Central Government, State Governments and Companys Bankers for the assistance, cooperation and encouragement they extended to the Company. Your directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

For and on behalf of the Board of Directors of SPP POLYMER LIMITED

DIPAK GOYAL (DIN 00232244)

Chairman and Managing Director

Date July 25, 2025 Place Delhi