Polylink Polymers (India) Ltd

To,

The Members of

Your directors have pleasure in presenting the 31st Annual Report of your Company together with the Audited Financial Statements for the year ended 31st March, 2024.

Your Director's Report is prepared based on the Standalone Financial Statements of the Company and the Report on the performance and financial position of the Company.

The Company's financial performance for the year ended on 31st March, 2024 is summarized below:

1. Financial Performance (Rs in Lakhs)

2. State of Company's Affairs

During the year the Company has total revenue for the year under review was 7491.04 lakhs as compared to Rs. 5064.71 lakhs for the year ended as on 31st March 2024 recording growth of 47.91%. Net Profit after tax for the year 31st March 2024 was Rs. 173.18 Lakhs as compared to Rs. 64.41 Lakhs for the year ended as on 31st March 2024 registering increase of 168.87%. Retained earning during the year is 1675.87 lakh compared to last year Rs. 1503.27 lakh recording increase of 11.48%.

Your company is manufacturing of all types of polymers, Polymic compounds and co-polymers required as sources material for cables of all types including power cables XLPE cables and Telecommunication cables.

3. Transfer to Reserves in terms of section 134 (3) (J) of the Companies Act, 2013

During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year has been carried to the balance sheet of the Company.

4. Dividend

In view of the inadequate profit, no dividend has been recommended by the Board for the year 2023-24.

5. Number of meetings of the Board

Four meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.

6. Material changes and commitments affecting the financial position of the Company

During the year there have 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.

7. Policy on directors' appointment and remuneration and other details

The contents of Nomination and Remuneration Policy of the Company prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Corporate Governance Report. The Policy may be referred to at the Company's website at (www.polylinkpolymers.com)

8. Details of subsidiary/joint ventures/associate companies

There are no Subsidiary, Joint Ventures or Associate Companies and neither have ceased to be Subsidiary, Joint Venture or Associate Companies during the year.

9. Going Concern Status

During the year under review, there were no significant or material orders passed by any regulators or court or tribunal, which can impact the going concern status of the company and /or its future operations.

There was no change in the share Capital of the Company during the year under report.

Your Company has not accepted any deposits from the public within the meaning of Section 73 and 74 of the Companies Act, 2013 and read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended 31st March, 2024.

The Board opines that the independent directors so appointed/re-appointed are of integrity and possess the requisite expertise and experience (including the proficiency).

Necessary details regarding the appointment and re-appointment as required under the Companies Act, 2013 and SEBI Listing Regulations, 2015 are given in the notice of 31st Annual General Meeting. The aforesaid appointments are subject to approval of shareholders at the Annual General Meeting.

Smt. Pragya Bhartia Barwale (DIN: 02109262) who retires by rotation and being eligible, offers herself for reappointment. A resolution seeking shareholders' approval for her re-appointment forms part of the Notice. Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

During the year under review, Mr. Ankit Vageriya has resigned from the post of company secretary and compliance officer with effect from 30th November, 2023. Mr. Dilipkumar Nikhare has appointed as Company Secretary and Compliance officer with effect from 05th February, 2024.

During the year under review, Mr. Krishna Murari Lal (DIN:00016166) is serving his second term in the company as Independent Director and his terms is Expiring on 04th August, 2024, as per recommendation of Nomination and Remuneration Committee the board in its meeting held on 29th May, 2024 has approved appointment of Mr. Ashwini Nagia for the post of Independent Director with effect from 05th August, 2024.

Further Mr. Keerthinarayanan Ananthakrishna Hemmige (DIN: 07182621) has been as Independent Director to fill the causal vacancy arising due Resignation of Mr. J S Baijal, for the remaining term of Shri J S Baijal (i.e. Till 04th August, 2024) commencing w.e.f. 10th Day of August, 2022 in extra ordinary general meeting held on September 28, 2022 through Video Conferencing ("VC") or Other Audio Visual Means ("OAVM") mode. Further the board vide passing circular resolution dated on 15/07/2024 reappointed Mr. Keerthinarayanan Ananthakrishna Hemmige (DIN: 07182621) for his second term for the period of 5 consecutive years commencing from 05/08/ 2024 to 04/08/2029 and he will confirm by the Shareholder with in 3 Month in upcoming Annual general meeting of the company.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, if any and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committee of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are:

1. Mr. Ravi Prakash Goyal (Whole Time Director),

2. Mr. Manoj Gohil (Chief Financial Officer),

3. Mr. Ankit Vageriya ((Company Secretary and compliance officer) till 30/11/2023

4. Mr. Dilipkumar Nikhare (Company Secretary and compliance officer) w.e.f. 05/02/2024

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its committees and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the independent director being evaluated.

The Audit Committee has oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. A well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The Audit Committee of the Company regularly reviews the reports of the internal auditors and recommends actions for further improvement of the internal controls.

The objective of Risk Management at PPIL is to create and protect shareholder value by minimizing threats or losses, and identifying and maximizing opportunities. An enterprise-wide risk management framework is applied so that effective management of risks is an integral part of every employee's job.

The Company is manufacturing of all types of polymers, Polymic compounds and co-polymers required as sources material for cables of all types including power cables XLPE cables and Telecommunication cables. Its presence in these segments exposes it to various risks which are explained below.

The risk of competition from existing players as well as from new entrants remains high. However, the Company's strength in the market place, coupled with its continuous thrust on improving quality of its products and offering newer products in the Masterbatch segment. The Company supplies Various Compound both on National and International Market. Both Markets have their own nuances in terms of customer expectations, competition, and pricing. However, the company is well focused on increasing its share in all segments through sound marketing strategy and a balanced approach.

Prices of the key ingredients used in the products manufactured and marketed by the Company remain volatile due to several market factors, including changes in government policies and fluctuations in the foreign exchange rates and the Speculators. However, the Company keeps a close watch on the prices, wherever feasible, to minimize the risk of fluctuations in the input prices.

The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The Audit Committee of the Company regularly reviews the reports of the internal auditors and recommends actions for further improvement of the internal controls.

The Company has limited currency exposure in case of sales, purchases and other expenses. It has natural hedge to some extent. However, beyond the natural hedge, the risk can be measured through the net open position i.e. the difference between un-hedged outstanding receipt and payments.

The Company does not fall in any of the criteria of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and hence the Company is not required to comply with the same.

Your company has taken all the necessary steps to insure its properties and insurable interests, as deemed appropriate and also as required under the various legislative enactments.

Attracting, enabling and retaining talent have been the cornerstone of the Human Resource function and the results underscore the important role that human capital plays in critical strategic activities such as growth. The Company had total 43 employees as on 31st March, 2024.

Your Company enjoys the status of "One Star Export House"

Your company is making continues endeavour to enter into new area of market. The high standard and development will ensure cost reduction, cost control and new product mix which preliminary affect the bottom line of the company.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that: i. in the preparation of the annual accounts for FY 2023-24, the applicable accounting standards have been followed and there are no material departures; ii. they have 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 FY 2023-24 and of the profit of the Company for that period; iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. they have prepared the annual accounts on a going concern basis; and v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2023-24.

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, following Directors are liable to retire by rotation and seeking appointment / reappointment at the ensuing Annual General Meeting is annexed to the notice convening 31st Annual General Meeting. Following directors are liable to retire/appoint/ reappoint in ensuing Annual General Meeting.

1. Smt. Pragya Bhartia Barwale (DIN: 02109262 Non-Executive Non-Independent Director)

2. Mr. Ashwini Nagia (DIN: 10637754 Non-Executive Independent Director)

3. Mr. Keerthinarayanan Ananthakrishna Hemmige (DIN: 07182621 Non-Executive Independent Director)

Disclosures of the ratio of Remuneration of each director to the median employee's remuneration and other details as require with respect to Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014 are given in the Annexure of the Director Report.

The Detail of remuneration paid to the directors including executive directors of the Company are given in draft Form MGT 7 available at the websites of the company at www.polylinkpolymers.com .

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report. As on 31st March 2024, the committee comprises of following members:

1. Shri Krishna Murari Lal (Chairman)

2. Shri Uma Shankar Bhartia

3. Shri Keerthinarayan Hemminge

4. Mrs. Jyoti Shastri

Pursuant to section 139 of Companies Act 2013 read with Rule 6 of Companies (Audit and Auditors) Rules, 2014 M/s K N Gutgutia & Co. Chartered Accountant, New Delhi having Registration No. 304153E were appointed by the Shareholders of the Company at their 29th Annual General Meeting held on 30th June, 2022 from the Conclusion of that Annual General Meeting till the Conclusion of 33rd Annual General Meeting at Remuneration as to be decided by the Board of Directors in consultation of the Auditors plus applicable taxes and out of pocket expenses if any.

In terms of the Companies Amendment Act, 2017 read with Notification S.O. 1833(E) dated 7th May 2018 read with The Companies (Audit and Auditors) 2nd Amendment Rules, 2018 alongwith its corrigendum dated 17th May, 2018 deleted rules and provisions relating to annual ratification of the appointment of auditor. Now onwards during a single term of 5 years, there is no required to ratify the appointment of statutory auditor every year. They will be continuing as statutory auditors of the company till the Conclusion of 33rd Annual General Meeting to be held in the calendar year 2027.

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Jigar Trivedi, proprietor of Jigar Trivedi

& Co, Company Secretary in Practice, Ahmedabad was appointed by the Board of Directors to conduct the audit of the secretarial records of the company for the year ended 2023-24.

1. Auditor's Report

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

2. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under Mr. Jigar Trivedi, proprietor of Jigar Trivedi & Co, Company Secretary in Practice, Ahmedabad as Secretarial Auditor of the Company to conduct the audit of the secretarial records of the company for the year ended 2023-24. The report of the Secretarial Auditor for the F Y 2023-24 is enclosed to this report. The report is self-explanatory and do not call for any further comments.

3. Secretarial Compliance Report

In terms of SEBI (LODR) 2015 the company have appointed Mr. Jigar Trivedi, proprietor of Jigar Trivedi & Co, Company Secretary in Practice, Ahmedabad to issue a compliance report in respect of compliance of various rules, notices, circulars, notification etc. issued by BSE SEBI from time to time.

During the year company have complied all the circulars, notices, notification issued under various SEBI Act and Regulations, which are applicable for the company.

The report of the Secretarial Compliance Report for the F Y 2023-24 is enclosed to this report. The report is self-explanatory and do not call for any further comments.

There was no instance of fraud during the year under review, which required the statutory auditors to report to the audit committee and /or Board under section 143(12) of Act and rules framed thereunder.

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behavior.

In staying true to our values of Strength, Performance and Passion and the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns an Experts Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

The company is in compliance with the Secretarial Standard on Meeting of the Board of Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

During the year under review, the Company has not given any loan or provided guarantees or made any investments as prescribed under Section 186 of the Companies Act, 2013.

All related party transactions that were entered between the related parties during the FY 2023-24 were on arm's length basis and were in the ordinary course of the business and comply the Related Party Transaction Policy of the Company. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2023-24 is available on the website of the Company at www.polylinkpolymers.com under Investor Relation section.

Pursuant to Section 197 of Companies act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, Remuneration paid to all the Key Managerial Personnel was in accordance with remuneration Policy adopted by the Company.

Particulars of Employee of the company who are covered by the provisions contained in Rule 5(2) and Rule 5 (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under: Employee throughout the Year: Nil Employee for part of the year: Nil

In compliance with SEBI (Prohibition of Insider Trading) Regulation, 2018, the Company has adopted a Code for Prevention of Insider Trading, Code for Practice and Procedure for Fair disclosure of Unpublished Price Sensitive

Information along with Policy for Legitimate purpose with a view to regulate trading in securities by the Directors and designated employees of the Company.

The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company's shares by the Directors, Insiders, Key Managerial Personnel, and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

In terms of SEBI Regulation, 2015, a meeting of Independent Directors was held on 19th January, 2024, in absence of Non-Independent Directors and members of the Management. The Meeting was held inter-alia, with a view to review the performance of non-independent directors and the Board as a whole, review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors; and to assess the quality, quantity and timeliness of flow of information between the company's management and the Board. The details of Independent Directors' Meeting and familiarization program are stated in the Corporate Governance Report available at Company's website under Investor Relation section.

The Company has in place adequate internal financial control with reference to financial statements. Periodic audit is undertaken on continuous basis covering all the major operations. Reports of the Internal Auditors are reviewed by the management from time to time and desired actions are initiated to strengthen the control and effectiveness of the system. During the year, such control was tested and no reportable material weaknesses were observed in the design or operation. The Internal financial control with reference to financial statement as designed and implemented by the company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the company for inefficiency of such control.

The Internal Control System provides for well documented policies/guidelines, authorization and approval procedures. Considering the nature of its business and size of operation, your company through its internal auditor carried out periodic audit based on the plan approved by the audit committee.

The Remarks of the Internal Audit, if any and the action taken report along with the status of the implementation are reported to the Audit Committee. The above recommendation is reviewed by the Audit Committee on a regular basis and require action are initiated to strengthen the control and effectiveness of the system. Concerns, if any, reported to the board.

Pursuant to requirements of provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has adopted the following policies currently which are available on the portal of the company

Your Directors would like to draw your attention to section 20 of the Companies act, 2013 read with the Companies (Management and administration) Rules, 2014 as may be amended from time to time which permit the paperless compliances and also service of notice/documents (including annual report) through electronic mode to its shareholders.

Your Directors hereby once again appeal to all those members who have not registered their e mail address so far are requested to register their email address in respect of electronic holding with their concerned Depository participants and /or with the Company.

The Company obtained the necessary approval/Licenses from concerned Government Department/Pollution Control Board and related environment clearance safety clearance. The company continues to focus on maintenance and performance improvement of related pollution control facility at its manufacturing locations.

The business responsibility reporting as required by regulation 34(2) (f) of the SEBI (listing obligations and disclosure requirements) regulations, 2015 is not applicable on company for the financial year ending March 31, 2024.

The management discussion and analysis report on the operations of the Company for the FY 2023-24 as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been given separately in this report.

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts.

The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.polylinkpolymers.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

The Directors thank the Company's employees, customers, vendors, investors and academic partners for their continuous support.

The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation.

The Directors appreciate and value the contribution made by every member of the Company.