Your Directors are pleased to present herewith the 32"^dAnnual Report on the business and operations
of the Company and the Audited Accounts for the year ended 31^st March, 2024.

1. Financial Results and Operations

The summarized financial results for the year ended 31 * March 2024 as compared with the
previous year are as under:

' in Lakhs

The Revenue from operations for the year ended 31^st March, 2024 is ' 176.30 lakhs, as
against ' 178.35 lakhs for the previous corresponding year. The Company has registered a
net Loss of ' 12.78 lakhs as against net profit of ' 4.80 lakhs for the previous year.

Changes in the Nature of Business

As the shareholders were informed earlier, the Company has closed the manufacturing
operations and currently the company is engaged in trading of plastic granules and other
plastic products. As part of pursuing new activities i.e., business of construction as Contractors,
Builders, Infrastructure developers, Real estate developers, the Company has entered into a
development agreement for construction of residential complex in 400 yards located at
Jeedimetla, Hyderabad and the construction is under progress.

2. Dividend

In view of the insufficient profits, your Directors could not recommend any dividend for this
year.

3. Deposits from public

The Company has not accepted any fixed deposits, including from public and as such, no
amount on account of principal or interest on deposits from public was outstanding as on date
of balance sheet.

4. Transfer to the Reserves

No amount was transferred to the Reserves for the year ending 31.03.2024.

5. Board of Directors and Key Managerial Personnel

I. Composition of Board: The Company has an optimum combination of Executive and
Non-Executive Directors. Half of the Board of Directors is Non-Executive Directors. The
Board comprises of two Independent Directors.

ii. Board and Committee Positions: None of the Directors on the Board is a member of
more than 10 committees or Chairman of more than 5 committees across all the
Companies in which he is a Director. Necessary disclosures regarding committee positions
in other public companies as at 31^st March 2024 has been made by the Directors.

iii. The names and categories of the Directors on the Board, their attendance at Board
Meetings held during the year and at the last Annual General Meeting and also the
number of other directorships and committee memberships held by them are given below:

* Smt. Nita Goel resigned as Director w.e.f 09.02.2024

** Shri Manohar Ramavat will vacate office of Independent Director in terms of Section 149(11) of the Companies Act, 2013, at the
ensuing Annual General Meeting

iv. Seven (7) Board Meetings were held during the year 2023-24 on 26.04.2023,
29.05.2023, 10.07.2023, 09.08.2023, 08.11.2023, 14.12.2023 and 09.02.2024.

v. The details relating to appointment/re-appointment of Directors as required under
Regulation 36(3) of SEBI (LODR) Regulation, 2015 are provided in the Notice to the
Annual General Meeting.

Changes in Board of Directors

• Smt. Nita Goel, Director resigned from the company's Board w.e.f 09.02.2024.

• Smt. Bhavani Gajula was appointed as Additional Director of the company by the
Board of Directors at their meeting held on 09.02.2024, to hold office upto the

ensuing Annual General Meeting (AGM). It is proposed to appoint her as Director
liable to retire by rotation. The Board recommends her appointment for your
approval.

• Shri Pankaj Goel, Shri Paras Goel, Shri Aman Goel, Shri Manohar Ramawat and Shri
Sandeep Gupta continue to be the directors of the company.

• The term of office of Shri Manohar Ramawat, Independent Director who was
appointed for the second consecutive term of 5 years at the 27^th AGM of the company
will come to an end at the ensuing 32^nd AGM and ceases to be a Director.

• Pursuant to the provisions of section 152 of the Companies Act, 2013, the office of
directorship of Shri Aman Goel is due for retirement by rotation at the ensuing 32^nd
AGM of the company; and being eligible, offers himself for re-appointment. Your
Board of Directors recommends his re-appointment for the approval of members.

• Mr. Pankaj Goel and Mr. Paras Goel are proposed to be re-appointed as the
Company's Managing Director and Joint Managing Director respectively, as
mentioned in the notice. Your Board of Directors recommends their re-appointment.

• It is proposed to appoint Shri Devesh Gupta as an Independent Director of the
company at the ensuing AGM. The Nomination & Remuneration Committee, at their
meeting held on 10.08.2024 evaluated the said proposal and recommended to the
Board, the said appointment. Your Board of Directors recommends his appointment
for the approval of members.

Information pursuant to SEBI (LODR) regulations, 2015 regarding the directors seeking
appointment or re-appointment in the AGM has been provided as part of Notice of AGM.

Key Managerial Personnel

Pursuant to the provisions of section 203 of Companies Act, 2013, the key managerial
personnel of the Company are —

(i) Shri Pankaj Goel, Managing Director;

(ii) Mr. T.Brahmaiah, Chief Financial Officer; and

(iii) Mr. Shashank Jain, Company Secretary

There was no change in Key Managerial Personnel of the Company during the year under
review.

Statement on Declaration given by Independent Directors under sub-Section (6) of
Section 149

The Independent Directors have submitted the Declaration of Independence, as required
pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria
of Independence as provided in sub-section (6) and Regulation 16(1)(b) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

6. Evaluation of the Board's Performance

Pursuant to the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the
Board has carried out the annual performance evaluation of its own performance, the
Directors individually as well as evaluation of the workings of its Board Committees.

A meeting of the Independent Directors was held on 9^th February 2024, which reviewed the
performance of Non-Independent Directors, Chairman and the quality of the information and
follow up action is being taken on suggestions made therein.

7. Familiarization Program for Independent Directors

The Company has formulated a familiarization program for the Independent Directors to
provide insights into the Company to enable the Independent Directors to understand its
business in depth and contribute significantly to the Company.

8. Nomination and Remuneration Policy

The Company follows a policy on remuneration of Directors and Senior Management
Employees. The policy is approved by the Nomination and Remuneration Committee and the
Board. The Company while deciding the remuneration package of the management takes
into consideration the employment scenario, remuneration package of the industry, financial
performance of the Company and talents of the appointee. The Executive Directors and Non
Independent Directors of the Company are not entitled to sitting fees.

Details of remuneration paid to the Executive Directors:

Sitting Fees: Nil

9. Director's Responsibility Statement

In accordance with clause (c) of sub-section 3 of section 134 of the Companies Act, 2013, the

Directors of the Company state:

a. That in the preparation of the accounts for the financial year ended 31" March, 2024;
the applicable accounting standards have been followed along with proper explanation
relating to material departures.

b. That the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were 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 of the Company for the year under review.

c. That the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act,
2013 for safe guarding the assets of the Company and for preventing and detecting
fraud and other irregularities.

d. That the Directors have prepared the accounts for the financial year ended 31^st March
2024 on a 'going concern basis'.

e. That the Directors have laid down internal financial controls to be followed by the
Company and that such financial controls are adequate and operating effectively.

f. The Directors had devised proper systems to ensure Compliance with the provisions of all
applicable Laws, and that such systems were adequate and operating efficiently.

Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, work performed by the internal, statutory auditors and external
consultants 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 the financial year 2023-24.

10. Auditors

a) Statutory Auditors

M/s. Rakesh S Jain & Associates, Chartered Accountants, Hyderabad (Firm Regn. No.
010129S) who were appointed as Statutory Auditors of the company at the 27^th AGM for
a period of 5 years will retire at the conclusion of the ensuing AGM and cannot be re¬
appointed in terms of section 139(2) of the Companies Act, 2013.

Accordingly, M/s. Luharuka & Associates, Chartered Acountants, Hyderabad (Firm Regn.
No. 01882S) are proposed to be appointed as Statutory Auditors of the Company for a
period of five years to hold office from the conclusion of the 32^nd AGM upto the conclusion
of the 37^th AGM of the company to be held in the calendar year 2029.

The Auditors' Report to the Shareholders for the year under review does not contain any
Qualifications.

b) Internal Auditors

M/s. Luharuka & Associates, Chartered Accountants, were the Internal Auditors of your
Company for the year under review. The Internal Auditors have submitted their reports to
the Board of Directors on a quarterly basis.

c) Secretarial Auditors

The Board has appointed Mrs. N. Madhavi, Company Secretary in Practice, to carry out
the Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 for
the financial year 2023-24. The Report of the Secretarial Auditor is annexed to this report
as Annexure - A. The secretarial Auditors report for fiscal 2024 does not contain any
qualification.

11. Particulars of Employees

No employee in the organization was in receipt of remuneration, which requires disclosure
under section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

12. Corporate Governance

As per reg. 15(2) of SEBI (LODR) Regulations, 2015 provisions of Corporate Governance are
not applicable to the Company for FY 2023-24. Relevant certificate forms part of this Annual
Report.

13. Risk Management Policy

The Company has instituted a proper mechanism for identifying and establishing controls to
effectively manage different kinds of risks. At present the threats, risks and concerns being felt

are stiff competition in the market, consolidation of manufacturers, who have branded
products and fluctuations in prices as well as availability of raw materials.

14. Management Discussion & Analysis Report

Pursuant to the provisions of SEBI (LODR) Regulations, 2015 a report on Management
Discussion & Analysis is herewith annexed as Annexure — B to this report.

15. Whistle Blower Policy

The Company has in place a Whistle Blower Policy for Vigil Mechanism for Directors and
Employees to report to the Management about unethical behavior, fraud, and violation of
Company's Code of Conduct. None of the personnel has been denied access to the Audit
Committee.

16. Declaration about Compliance with Code of Conduct by Members of the Board and Senior
Management Personnel

The Company has complied with the requirements about the Code of Conduct for Board
members and Senior Management Personnel. A compliance certificate by the Managing
Director forms part of this Report.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of
the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act,
2013. All employees (permanent, contractual, temporary and trainee) are covered under the
Policy. The following is a summary of sexual harassment complaints received and disposed off
during each year:

a) No. of Complaints Received : NIL

b) No. of Complaints Disposed off : NIL

18. Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

Particulars pursuant to the provisions of Section 134 of Companies Act, 2013 read with Rule 8
of Companies (Accounts) Rules, 2014 are given in the Annexure — C to this report.

19. Other Disclosures

i. Extract of Annual Return

An extract of Annual Return prepared in accordance with section 92(3) of the
Companies Act, 2013 in Form MGT-9 is provided at https://pankajpolymers.com/
annual-return.php.

ii. Change in Share Capital

There was no change in Share Capital during the year 2023-24.

iii. Composition of Audit Committee

The Audit Committee of the Company was constituted in line with the provisions of Section
177 of the Companies Act, 2013. The Audit Committee comprises of Shri Manohar
Ramavat, Independent Director as the Chairman, Shri Pankaj Goel, Managing Director,
and Shri Sandeep Gupta, Independent Director as the members of the committee.

During the year 2023-24, the Audit Committee met Four (4) times on 29.05.2023,
09.08.2023, 08.11.2023 and 09.02.2024. All the members were present at the meetings.

iv. Related Party Transactions

All Related Party Transactions are entered on Arm's Length basis and are in compliance of
the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

There are no materially significant related party transactions made by the Company with
Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict
with the interest of the Company at large.

All Related Party Transactions are presented to the Audit Committee and the Board.
Omnibus approval is obtained for transactions which are foreseeable and repetitive in
nature. A statement of all Related Party Transactions is presented before the Audit
Committee on quarterly basis, specifying the nature, value and terms and conditions of the
transactions. Complete details mentioned in the Notes to accounts.

Information on transactions with related parties pursuant to section 134(3)(h) of the Act
read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - D in
Form AOC-2 to this report.

v. Loans/ Guarantees/ Investments under section 186 of Companies Act, 2013

The particulars of loans, guarantees and investments have been disclosed in the financial
statements.

20. Significant and material orders passed by Regulators or Courts

There are no significant material orders passed by the Regulators or Courts which would impact
the going concern status of the Company and its future operations.

21. Adequacy of Internal Financial Control Systems with reference to Financial Statements

The Company has in place proper and adequate internal control systems commensurate with
the nature of its business, and size and complexity of its operations. Internal control systems
comprising of policies and procedures designed to ensure reliability of financial reporting
timely feedback on achievement of operational and strategic goals, compliance with policies
procedure, applicable laws and regulations, and that all assets and resources as acquired are
used economically.

22. Corporate Social Responsibility

The provisions of Corporate Social Responsibility are not applicable to the Company for the
year under review.

23. Subsidiary / Joint Venture / Associate Companies

The Company does not have subsidiary/joint venture companies. Details of Associate
Companies are mentioned in MGT 9 i.e., Extract of Annual Return and financial statements.

24. Listing & Trading of company's shares

Your Company's shares are listed at The Bombay Stock Exchange (BSE) and the Annual Listing
Fee for the year 2024-25 has been paid. The Company's shares are listed and traded at BSE
with ISIN code 'INE698B01011' and Scrip Code is '531280'.

25. Dematerialisation of shares

Your Company's shares have been made available for dematerialization through the National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
As on 31" March 2024, 94.58% of the company's shares have been dematerialized.

26. Material changes and commitments

Pursuant to the provisions of Sec 134(3)(l) of the Companies Act, 2013, there were no material
changes and commitments which affects the financial statements of the Company during the
year under review.

27. Human Resource

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this
in view, your Company takes utmost care to attract and retain quality employees. The
employees are sufficiently empowered and such work environment propels them to achieve
higher levels of performance. The unflinching commitment of employees is the driving force
behind the Company's vision. Your Company appreciates the spirit of its dedicated
employees.

28. Details of application made or proceeding pending under Insolvency and Bankruptcy
Code, 2016

During the year under review, there were no applications made or proceeding pending in the
name of Company under IBC, 2016.

29. Details of difference between valuation amount on valuation and one-time settlement
(OTS) while availing loan from Banks or Financial Institutions

During the year under review, there were no one time settlement of loans availed from Banks or
Financial Institutions.

30. Cost Records and Cost Audit

Maintenance of Cost records and requirements of Cost Audit as prescribed under the
provisions of section 148(1) of the Act are not applicable during the year under review.

31. Reporting of Frauds by Auditor

During fiscal 2024, the statutory Auditor and the Secretarial Auditor have not reported any
instance of fraud committed in the company by its officers or employees.

32. Acknowledgements

Your Directors wish to express their appreciation for the cooperation and continued support
received from the Company's Bankers. Your Directors also take this opportunity to place on
record their appreciation for the dedicated services rendered and sense of commitment shown
by the employees at all levels and their contribution towards the performance of the Company.

for and on behalf of the Board of Directors

Place: Secunderabad Sd/- Sd/-

Date: 10.08.2024 Pankaj Goel Paras Goel

Managing Director Jt. Managing Director
(DIN 00010059) (DIN 00010086)