BSE Prices delayed by 5 minutes... << Prices as on Aug 29, 2025 >>   ABB  4996.2 ATS - Market Arrow  [-0.10]  ACC  1801.25 ATS - Market Arrow  [0.06]  AMBUJA CEM  562.6 ATS - Market Arrow  [0.09]  ASIAN PAINTS  2517.4 ATS - Market Arrow  [1.05]  AXIS BANK  1045.55 ATS - Market Arrow  [-0.65]  BAJAJ AUTO  8630.6 ATS - Market Arrow  [-0.71]  BANKOFBARODA  232.8 ATS - Market Arrow  [-0.17]  BHARTI AIRTE  1889.15 ATS - Market Arrow  [0.42]  BHEL  207.95 ATS - Market Arrow  [-0.22]  BPCL  308.2 ATS - Market Arrow  [-0.88]  BRITANIAINDS  5826.35 ATS - Market Arrow  [1.88]  CIPLA  1589.65 ATS - Market Arrow  [0.70]  COAL INDIA  374.45 ATS - Market Arrow  [0.04]  COLGATEPALMO  2333.9 ATS - Market Arrow  [3.19]  DABUR INDIA  520.95 ATS - Market Arrow  [1.40]  DLF  739.15 ATS - Market Arrow  [-1.33]  DRREDDYSLAB  1263 ATS - Market Arrow  [0.17]  GAIL  173.1 ATS - Market Arrow  [1.08]  GRASIM INDS  2772.4 ATS - Market Arrow  [-0.42]  HCLTECHNOLOG  1455.45 ATS - Market Arrow  [0.39]  HDFC BANK  951.45 ATS - Market Arrow  [-0.68]  HEROMOTOCORP  5087.3 ATS - Market Arrow  [-0.07]  HIND.UNILEV  2660 ATS - Market Arrow  [0.29]  HINDALCO  703.65 ATS - Market Arrow  [0.29]  ICICI BANK  1398 ATS - Market Arrow  [-0.06]  INDIANHOTELS  758.5 ATS - Market Arrow  [-0.94]  INDUSINDBANK  739.9 ATS - Market Arrow  [-0.92]  INFOSYS  1469.45 ATS - Market Arrow  [-2.04]  ITC LTD  409.75 ATS - Market Arrow  [2.26]  JINDALSTLPOW  945.6 ATS - Market Arrow  [-1.89]  KOTAK BANK  1960.35 ATS - Market Arrow  [0.73]  L&T  3599.85 ATS - Market Arrow  [1.12]  LUPIN  1893.1 ATS - Market Arrow  [-0.49]  MAH&MAH  3198.15 ATS - Market Arrow  [-2.96]  MARUTI SUZUK  14789.95 ATS - Market Arrow  [0.20]  MTNL  43.7 ATS - Market Arrow  [-0.43]  NESTLE  1155.6 ATS - Market Arrow  [-0.58]  NIIT  107.4 ATS - Market Arrow  [-0.79]  NMDC  68.79 ATS - Market Arrow  [0.03]  NTPC  327.55 ATS - Market Arrow  [-1.03]  ONGC  233.8 ATS - Market Arrow  [0.15]  PNB  100.9 ATS - Market Arrow  [-0.54]  POWER GRID  275.35 ATS - Market Arrow  [0.31]  RIL  1357.05 ATS - Market Arrow  [-2.21]  SBI  802.35 ATS - Market Arrow  [0.04]  SESA GOA  420.35 ATS - Market Arrow  [-0.92]  SHIPPINGCORP  211.55 ATS - Market Arrow  [-0.91]  SUNPHRMINDS  1594.05 ATS - Market Arrow  [0.49]  TATA CHEM  921.3 ATS - Market Arrow  [0.39]  TATA GLOBAL  1064.85 ATS - Market Arrow  [0.26]  TATA MOTORS  668.8 ATS - Market Arrow  [-0.98]  TATA STEEL  154.45 ATS - Market Arrow  [0.59]  TATAPOWERCOM  374.1 ATS - Market Arrow  [0.82]  TCS  3084.4 ATS - Market Arrow  [-0.40]  TECH MAHINDR  1481.3 ATS - Market Arrow  [-0.92]  ULTRATECHCEM  12637.25 ATS - Market Arrow  [0.90]  UNITED SPIRI  1310.5 ATS - Market Arrow  [2.32]  WIPRO  249.25 ATS - Market Arrow  [-0.50]  ZEETELEFILMS  116.1 ATS - Market Arrow  [-1.78]  

Aeroflex Neu Ltd.

Directors Report

NSE: AERONEUBE BSE: 543743ISIN: INE035801013INDUSTRY: Packaging & Containers

BSE   Rs 96.80   Open: 97.40   Today's Range 96.50
97.45
 
NSE
Rs 95.61
-1.89 ( -1.98 %)
-1.65 ( -1.70 %) Prev Close: 98.45 52 Week Range 65.00
124.95
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 246.64 Cr. P/BV 2.81 Book Value (Rs.) 33.97
52 Week High/Low (Rs.) 124/67 FV/ML 10/1 P/E(X) 1,225.77
Bookclosure 12/07/2024 EPS (Rs.) 0.08 Div Yield (%) 0.00
Year End :2025-03 

The Board of Directors of your Company have pleasure in presenting the Thirty Third (33rd) Board Report on the business and operations of Sah Polymers Limited (‘the Company’), along with the summary of standalone and consolidated financial statements for the financial year ended March 31, 2025.

1. FINANCIAL RESULTS: Particulars

Standalone

2024-2025 2023-2024

(R In Lakhs) Consolidated 2024-2025 2023-2024

Sales and other income

11,568.50

10,295.44

13,139.17

11,151.67

Profit before tax, depreciation, exceptional items and Interest

547.75

596.38

622.11

700.16

Interest

288.57

296.76

319.01

325.86

Depreciation

244.16

215.44

265.05

238.86

Profit before Tax and Exceptional Items

15.02

84.18

38.05

135.44

Less: Exceptional Items

-

-

-

-

Less: Provisions for tax:

Current Tax

2.34

14.10

12.11

31.98

MAT Credit entitlement

2.34

14.10

2.34

14.10

Deferred Tax

(2.30)

17.83

5.25

25.05

Profit after tax

17.32

66.35

23.03

92.51

Earnings per equity share

0.07

0.26

0.09

0.36

2. STATE OF COMPANY'S AFFAIRS:

Your Company is engaged in the business of manufacturing and marketing of Flexible Intermediate Bulk Containers (FIBC), Polypropylene Woven Bags, BOPP Laminated Bags and other flexible packaging products. In addition, your company is also DCA and DOPW of Indian Oil Corporation Limited for its Polymers Marketing in respect of the Udaipur and Jaipur regions.

On a standalone basis the total income for the financialyear 2024-25 under review was R 11,568.50 lakhs as against R 10,295.44 lakhs for the previous financial year. The profit before tax from continuing operations including exceptional items was R 15.02 lakhs for the financial year 2024-25 under review as against R 84.18 lakhs for the previous financial year. The profit after tax from continuing operations including exceptional items was R 17.32 lakhs for the financial year 2024-25 under review as against R 66.35 lakhs for the previous financial year. It was due to the operation of new capacity, contribution of which was very low as compared with the increase in finance cost, depreciation and other fixed expenses.

On a Consolidated basis the total income for the financialyear 2024-25 under review was R 13,139.17 lakhs as against R 11,151.67 lakhs for the previous

financial year. The profit before tax from continuing operations, including exceptional items, was R 38.05 lakhs for the financial year 2024-25 under review as against R 135.44 lakhs for the previous financial year. The profit after tax from continuing operations including exceptional items was R 23.03 lakhs for the financial year under review as against R 92.51 lakhs for the previous financial year.

3. DIVIDEND:

With a view to conserve the resources for future use, no dividend has been recommended for the financial year ending on March 31, 2025.

4. MATERIAL CHANGES AND COMMITMENTS:

There have been no 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 statement relates and up to the date of this report.

5. LISTING OF SHARES:

The Equity shares of the Company are listed on National Stock Exchange of India Ltd., Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra

(E) Mumbai - 400 051 and BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.

The Annual Listing Fees for the financial year 202526 have been paid.

6. CHANGES IN THE NATURE OF BUSINESS:

During the year under review there has been no change in the nature of the business of the Company.

7. TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of profit for FY 2024-25 appearing in the statement of profit and loss and no amount was transferred to any Reserves.

8. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosures required pursuant to the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed with this report- “Annexure - A”.

Further during the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed under rule 5(2) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014, it is stated that the Company is taking every possible step to conserve the energy wherever possible by streamlining the production process. Its impact will be visible in the time to come. The Company is exploring avenues for utilizing alternate sources of energy. The Company has not made any capital investments in energy conservation equipment.

The Company has not imported any technology during the last three years. The technology employed for the manufacture of FIBC, HDPE/PP woven sacks/ fabrics is indigenously sourced and timely tested. The Company regularly keeps itself updated with the latest developments in technology with the motto of cost reduction and improvement of the quality of the products.

No expenditure has been incurred on research and development.

FOREIGN EXCHANGE EARNINGS

During the year under review, the Foreign Exchange earned in terms of actual inflows and Foreign exchange outgo in terms of actual outflows are as under:

(P In Lakhs)

Sr. No. Particulars

2024-2025

2023-2024

01. Foreign Exchange Earnings

7,232.63

6,731.98

02. Foreign exchange Out go

229.50

69.72

10. DEPOSITS FROM PUBLIC:

The Company has not accepted any Deposit within the meaning of Section 73 of the Companies Act, 2013 and rules made there under, and as such no amount on account of principal and interest was outstanding as on the date of the balance sheet.

As such no amount of deposit is unpaid or unclaimed at the end of the year. Hence there is no noncompliance with any of the provisions of chapter V of the Companies Act, 2013.

11. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to section 134 sub-section (3) clause (c) of the Companies Act, 2013, it is stated that:

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

b) the directors had selected such accounting policies and applied them consistently and made judgment 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 loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records, and the adequate steps have been taken to make it afresh, in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a "going concern” basis.

e) internal financial controls has been laid down to be followed by the company and such financial controls are adequate and are 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 effectively.

12. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED:

(a) Changes in the Board of Directors:

During the year under review, the following changes have occurred in the Board of Directors of the company:

a. Mr. Murtaza Ali Moti (DIN: 07876224) resigned from the position of Whole-time director with effect from close of business hours of February 12, 2025.

b. Mr. Ramesh Chandra Soni (DIN:0049497) retired with effect from March 11, 2025 as an Independent director after completing his second term.

c. Mr. Harikant Ganeshlal Turgalia (DIN: 00049544) has been appointed as an Additional Non-Executive Non-Independent Director with effect from March 11, 2025.

The brief profile and other details relating to the Director seeking appointment/re-appointment as stipulated under Regulation 36 of the SEBI Listing Regulations and Secretarial Standard-2 (SS-2) issued by the Institute of Company Secretaries of India (ICSI), are provided in the Notice convening the ensuing 33rd AGM.

(b) Retire by Rotation:

Mr. Hakim Sadiq Ali Tidiwala (DIN: 00119156), being the longest in the office, will retire by rotation at the forthcoming annual general meeting and being eligible, has offered himself for reappointment. The Board of Directors of your Company has recommended his re- appointment.

(c) Key Managerial personnel:

During the year under review, there have been following changes in the Key Managerial Personnel:

Sr. No. Name

Designation

Nature of change

Date of change

01 Mr. Murtaza Ali Moti

Whole time Director

Resignation

Close of business hours of February 12, 2025

02 Ms. Runel Saxena

Company Secretary and Compliance Officer

Resignation

Close of business hours of March 24, 2025

03 Ms. Alka

Premkumar Gupta

Company Secretary and Compliance Officer

Appointment

with effect from March 25, 2025

Following are the Key Managerial Personnel as on March 31, 2025:

Sr. No. Name

Designation

01 Mr. Hakim Sadiq Ali Tidiwala

Whole time Director

02 Mr. Lalit Kumar Bolia

Chief Financial Officer

03 Ms. Alka Premkumar Gupta

Company Secretary and Compliance Officer

13. POLICY ON APPOINTMENT AND REMUNERATION FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES:

The Nomination and Remuneration Committee of the Board has devised a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their Remuneration. The Committee has formulated the criteria for determining qualifications, positive attributes and independence of a director (including Independent Directors) and other matters provided under section-178(3) of the Companies Act 2013, which has been displayed on the Company’s website

www.sahpolymers.com. The skills, expertise and competencies of the Directors as identified by the Board, along with those available in the present mix of the Directors of your Company, are provided in the ‘Report on Corporate Governance’ forming part of the Report and Accounts.

The Company shall not appoint or continue employment of any person as Managing Director, Whole-time Director or Manager who has attained the age of seventy years provided that the term of person holding this position may be extended beyond the age of seventy years with the approval of the shareholders by passing a special resolution based on the justification stating reasons/clarification

for extension of appointment beyond seventy years Additionally in compliance with Regulation 17 (1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company shall not appoint or continue the appointment of a non-executive director who has attained the age of seventy-five years, unless a special resolution is passed by the shareholders, to that effect, in which case the explanatory statement annexed to such motion shall indicate the justification appointing such person.

The policy on the above is attached as “Annexure - B”

14. HOLDING, SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES: Holding:

Your Company is a subsidiary of Sat Industries Limited with a holding of 55.50% of equity shares.

Subsidiary:

Your Company has 1(One) subsidiary Company i.e Fibcorp Polyweave Private Limited with holding of 51.01% of Equity shares.

A Statement in Form No. AOC-1 pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 containing the salient features of the financial statement of the subsidiary company is annexed to this report as “Annexure - C”.

Owing to certain legal, technical and procedural intricacies, the Board of Directors of the Company decided not to proceed with the proposed amalgamation of Fibcorp Polyweave Private Limited (a material subsidiary), with and into the Company under sections 230 to 232 of the Companies Act, 2013. Accordingly, the Board has resolved to withdraw and call off the said amalgamation proposal.

Material Subsidiary:

The Company has formulated a policy on identification of material subsidiary in line with Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same is placed on the Company’s website.

Accordingly, Fibcorp Polyweave Private Limited is the material subsidiary of your Company.

Fibcorp Polyweave Private Limited(FPPL)

FPPL is engaged in the business of manufacturing and marketing of the FIBC with the manufacturing facilities situated at Kaladwas Industrial Area, Udaipur. Its products find a presence in domestic as well as in global markets. During the year ended March 31, 2025, it clocked a revenue of A 2,984.48

lakhs, out of which A 1,089.35 Lakhs near about 36.50 % from exports and outreaches in more than 7 countries.

Notes on Subsidiary

The following may be read in conjunction with the Consolidated Financial Statements of your Company prepared in accordance with Indian Accounting Standard AS110 Shareholders desirous of obtaining the Report and Accounts of your Company’s subsidiaries may obtain the same upon request. Further, the Report and Accounts of the subsidiary companies is also available under the ‘Investor Relations’ section of your Company’s website, www. sahpolvmers.com. in a downloadable format. Your Company’s Policy for determination of a material subsidiary, as adopted by your Board, in conformity with Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, can be accessed on your Company’s corporate website at https:// www.sahpolymers.com.

Joint Ventures and Associates:

Your Company does not have any Associates or Joint Ventures as on March 31, 2025.

Name of Companies Which Have Become or Ceased to Be Subsidiaries, Joint Ventures, Associates Companies:

During the year under report, none of the Companies became or ceased to be its subsidiary, joint venture & associates.

15. SHARE CAPITAL:

During the year under report, there was no change in the issued, subscribed and paid-up capital of the Company.

Issued, subscribed and paid-up capital of the Company is A 25,79,60,000/- divided into 2,57,96,000 equity shares of A 10/- each.

The above Equity shares have been listed to the Stock Exchange (i.e. BSE Limited and NSE).

16. BOARD AND ITS COMMITTEE MEETING:

During the financial year 2024-25, the Board of Directors of your Company met 8 (Eight) times. Date of meetings held along with attendance details of director etc. have been provided in the Report titled as "Report on Corporate Governance” annexed with this report.

Your Company has constituted various committees such as Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship committee and Corporate Social

Responsibility Committee, and others in accordance with the provisions of the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended and applicable laws, rules and regulations.

Disclosures in respect of the compositions of committees, functions, frequency of the meeting etc. have been provided in the Report titled as "Report on Corporate Governance” annexed with this report.

17. EVALUATION OF THE PERFORMANCE OF BOARD MEMBERS:

Annual Evaluation of the Performance of all the directors individually and the Board/Committee as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation includes the effectiveness of its own functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/ Committee. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directors’ obligations and fiduciary responsibilities, performance of non-independent directors, including but not limited to, active participation at the Board and Committee meetings.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Pursuant to section 186 of the Companies Act, 2013, disclosure relating to the loans given, investments made or guarantee given are provided in Notes to the Financial Statements forming part of the annual report.

19. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Related Party Transaction Policy as approved by the Audit Committee and the Board of Directors and the same displayed on the Company’s website https://www.sahpolymers.com is in compliance

with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has a process in place to periodically review and monitor Related Party Transactions.

During the year under review, all related party transactions were in the ordinary course of business and at arm’s length. The Audit Committee has approved the related party transactions for FY 202425 and the estimated related party transactions for FY 2025-26.

There were no related party transactions that conflict with the interest of the Company.

The disclosure of Related Party Transactions as required in terms of Section 134(3)(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in Form AOC -2 as annexed vide “Annexure - D” with this report.

The Company proposes to enter into a related party transaction with Sat Industries Limited, promoter holding of your Company, to borrow the unsecured loans of R 100 crores for a period of 3 years from Financial Year 2025 at the Interest Rate of 12%.

The Company is seeking an enabling approval for the above-related party transactions at the ensuing Annual General Meeting (AGM).

20. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has constituted Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014. The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (CSR policy) indicating the activities to be undertaken by the Company. However, Section 135 of the Companies Act, 2013 and rules made there under are not applicable to the Company for the financial year ended 2025. The CSR policy is available on the Company’s website at https://www.sahpolymers.com

As on the year ended March 31, 2025 the composition of the CSR Committee is as follows:

Sr. No. Name of the Committee Members

Designation

1.

Mr. Asad Daud

Chairperson

2.

Mr. Hakim Sadiq Ali Tidiwala

Member

3.

Mr. Sanjay Suthar

Member

21. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the year under review the National Company Law Tribunal, Jaipur Bench vide its Order dated February 12, 2025, has approved the withdrawal of the proposed Scheme of Amalgamation (‘Scheme’) of Fibcorp Polyweave Private Limited (‘Transferor Company) into and with Sah Polymers Limited (‘Company’ or ‘Transferee Company’) and their respective shareholders.

The said Scheme was withdrawn by the Board of Directors of the Company in its meeting held on January 29, 2025, and the application for withdrawal was subsequently submitted and approved by the National Company Law Tribunal.

22. CONSOLIDATED FINANCIAL STATEMENT:

Your directors have pleasure in attaching the Consolidated Financial Statements pursuant to section 129(3) of the Companies Act, 2013 read with rule 6 of the Companies (Accounts) Rule, 2014 and prepared in accordance with the relevant applicable accounting standards as per the Companies (Indian Accounting Standard) Rules, 2015.

The Auditors’ report on Consolidated financial statements does not contain any qualification, observation, or adverse comment.

Your Company’s Board of Directors is responsible for the preparation of the consolidated financial statements of your Company and its Subsidiary (‘the Group’), in terms of the requirements of the Companies Act, 2013 (the Act) and in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act.

The respective Boards of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of each company and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; makingjudgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial

statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Such financial statements have been used for the purpose of preparation of the consolidated financial statements by the Directors of your Company, as aforementioned.

23. ANNUAL RETURN:

The copy of the Annual Return pursuant to the provisions of Section 92(3) read with Rule 12 of the Companies (Management and administration) Rules, 2014 has been placed on the website of the company which can be accessed at https://www. sahpolymers.com

24. STATUTORY AUDITORS:

The existing statutory Auditor M/S. H.R. Jain & Co. Chartered Accountants were appointed as Statutory Auditors of the Company at the annual general meeting held on September 30, 2022 to hold the office from the conclusion of the 30th Annual General Meeting till the conclusion of the 35th Annual General Meeting of the Company.

Further, they have confirmed that they are not disqualified from continuing as Auditor of the Company.

The Statutory Auditor’s Report does not contain any qualifications, reservations, adverse remarks or disclaimers. The Statutory Auditors of the Company have not reported any fraud to the Audit Committee of Directors as specified under Section 143(12) of the Act, during the year under review.

25. CORPORATE GOVERNANCE:

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance and a certificate obtained from the Statutory Auditor, H.R. Jain & Co., Chartered Accountant, confirming compliance with Corporate Governance requirements provided in the aforesaid Regulations, are provided in “Annexure - E” forming part of this Report.

Your Company has also been enlisted in the new SEBI compliant redressal system (SCORES), enabling investors to register their complaints, if any, for speedy redressal.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of Securities and Exchange Board of India (Listing and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a separate section forming part of the Annual Report.

27. CEO/CFO CERTIFICATE:

Chief Financial Officer/Chief Executive Officer Compliance Certificate as stipulated under Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations,2015 is presented in a separate section forming part of this report as “Annexure - F”

28. RISK MANAGEMENT POLICY:

The component of risk in the activities of your Company is very minimal. Managing Risk is an integral part of our business activity. The Company board & management regularly framing, reviewing & monitoring risk management plan & ensuring to mitigate the current & future risk exposure so as to safeguard company & shareholders’ interest and to assure business growth with financial stability.

The Policy is displayed on the website of the Company at https: //www.sahpolvmers.com.

29. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has designed and implemented a process driven framework for Internal Financial Controls ("I FC") within the meaning of the explanation to section 134(5)(e) of the Companies Act, 2013. For the year ended March 31, 2025, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations and operating effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/ or improved controls wherever the effect of such gaps would have a material effect on the Company’s operations.

30. MAINTENANCE OF COST RECORDS

The Directors state that the turnover of the company does not exceed the limit prescribed for maintenance of Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, accordingly such accounts and records are not made and maintained by the Company.

31. COMPLIANCE WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

It is stated that the Company has constituted Internal Complaints Committee and complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

32. SECRETARIAL AUDIT:

Secretarial Auditors M/s. P Talesara & Associates, Practising Company Secretaries, were appointed by the Board as the Secretarial Auditors of your Company for the financial year ended March 31, 2025. The Secretarial Auditors have confirmed that your Company has complied with the applicable laws and that there are adequate systems and processes in your Company commensurate with its size and scale of operations to monitor and ensure compliance with the applicable laws. The Report of the Secretarial Auditors pursuant to Section 204 of the Act, is provided in the “Annexure - G” forming part of this Report along with the Secretarial Audit Report of Subsidiary Company as per Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, M/s. S.K Jain & Co. (COP: 3076), Company Secretaries, has been appointed as the Secretarial Auditors of the Company by the Board of directors at the meeting held on May 05, 2025, as the Secretarial Auditors of your Company for a term of five (5) consecutive years i.e. from the financial year 2025-26 to financial year 2029-30, subject to the approval of the shareholders in the ensuing Annual General Meeting.

Remark in the Auditors’ Report:

The Secretarial Auditor, in their report for the financial year ended March 31, 2025, has made the following observation:

The listed entity is not in compliance with Regulation 3(5) and 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015, with respect to the maintenance of a Structured Digital Database (SDD). Further, the Company has not complied with the said regulations in relation to changes in Key Managerial Personnel (KMP) and Directors during the months of February and March 2025.

Management Response to the above observation:

The Board of Directors acknowledges the observation made by the Secretarial Auditor regarding noncompliance with Regulation 3(5) and 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, pertaining to the maintenance of a Structured Digital Database (SDD).

The said non-compliance occurred due to technical error, because of which the Company was unable to modify the entry but subsequently the same was being modified. The Company have complied with the requirement of Regulation 3(5) & Regulation 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015.

33. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

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

c) None of the Whole-time Director or Managing director of the Company received any remuneration or commission from any of its holding or subsidiary.

d) Compliance with the conditions of Corporate Governance. The certificate from your Company’s Statutory Auditors, M/s. H.R. Jain & Co., confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations, is annexed as annexure II forming a part of Corporate Governance Report

34. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

Your Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act in respect of Board Meetings and Annual General Meetings.

35. APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016):

Neither any application made or nor any proceeding is pending under Insolvency and Bankruptcy Code, 2016.

36. 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:

Since its inception, the Company has not entered into any One Time Settlement with banks or financial institutions.

37. INDEPENDENT DIRECTOR

A. Statement on Declaration Given by Independent Directors U/S 149(6) of the Companies Act 2013:

Your Company has received declarations from all the Independent Directors of your Company, confirming that:

1. they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI(LODR) Regulations, 2015;

2. they are not aware of any circumstance or situation which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective of independent judgement and without any external influence; and

3. they have registered their names in the Independent Directors Databank.

B. Statement Regarding Board Opinion with Integrity, Expertise and Experience (Including Proficiency) of the Independent Director

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and that the Independent Directors appointed possess requisite qualifications, experience and expertise in Corporate Governance, Legal & Compliance, Financial Literacy, General Management, Industry Knowledge, Technology, Risk Management, Strategic Expertise and Sustainability and they hold highest standards of integrity and therefore the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

C. Familiarization Programme for Independent Directors

As a practice, all new Independent Directors inducted on the company’s Board attend an orientation programme. Presentations are made by Senior Management giving an overview of the operations, to familiarize the new Directors with the Company’s business operations. The new Directors are given an orientation on the products of the business, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy of the

Company. Visits to plant locations are organized for the new Directors to enable them to understand the business better. Details of Familiarization Programme of Independent Directors in the areas of strategy/industry trends, operations & governance, Statutory act, health, environment initiatives and safety are available on the website of the Company at https: //www.sahpolymers.com.

D. Independent Directors Meeting:

During the year under review a separate meeting of the Independent Director of the Company was held on February 27,2025, without the presence of other Directors and members of Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, performance and assessed the quality, quantity and timeliness of flow of information between the Company management and the Board.

38. TRANSFER TO INVESTOR EDUCTION AND PROTECTION FUND:

In accordance with the applicable provisions of the Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer, and Refund) Rules, 2016 (IEPF Rules), all unclaimed dividends are required to be transferred by the Company to the IEPF after completion of 7 years Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for 7 consecutive years or more shall be transferred to the demat account of the IEPF authority.

During the current year no shares or unclaimed dividend was required to be transferred to IEPF.

The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on March 31, 2025, on the Company website, at https://www.sahpolymers.com.

39. VIGIL MECHANISM/WHISTLE BLOWER:

Your Company’s Whistleblower Policy encourages Directors and employees to bring to your Company’s attention, instances of illegal or unethical conduct, actual or suspected incidents of fraud, actions that affect the financial integrity ofyour Company, or actual or suspected instances of leak of unpublished price sensitive information that could adversely impact your Company’s operations, business performance and/or reputation. The Policy requires your Company to investigate such incidents, when reported, in an impartial manner and take appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. Anonymous complaints are also entertained if the complaint sets out specific allegations & verifiable facts, and is accompanied with supporting evidence. It is your Company’s Policy to ensure that no complainant is victimized or harassed for bringing such incidents to the attention of your Company, and to keep the information disclosed during the course of the investigation as confidential. The practice of the Whistleblower Policy is overseen by the Audit Committee and no employee was denied access to the Committee during the year. The Whistleblower Policy is available on your Company’s corporate website at https://www.sahpolvmers.com.

40. ACKNOWLEDGEMENTS:

We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, cooperation and support. We thank the Government of India and the State Government and other regulatory authorities and government agencies for their support and look forward to their continued support in the future.

 
STOCKS A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z|Others

Mutual Fund A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z | Others

Registered Office : 402, Nirmal Towers, Dwarakapuri Colony, Punjagutta, Hyderabad - 500082.
SEBI Registration No's: NSE / BSE / MCX : INZ000166638. Depository Participant: IN- DP-224-2016.
AMFI Registered Number - 29900 (ARN valid upto 24th July 2025) - AMFI-Registered Mutual Fund Distributor since June 2008.
Compliance Officer :- Name: Ch.V.A. Varaprasad, Mobile No.: 9393136201, E-mail: varaprasad.challa@rlpsec.com
Grievance Cell: rlpsec_grievancecell@yahoo.com , rlpdp_grievancecell@yahoo.com
Procedure to file a complaint on SEBI SCORES: Register on SCORES portal. Mandatory details for filing complaints on SCORES: Name, PAN, Address, Mobile Number, E-mail ID. Benefits: Effective Communication, Speedy redressal of the grievances.
Copyrights @ 2014 © RLP Securities. All Right Reserved Designed, developed and content provided by