Your Directors have pleasure in presenting the 34^th Annual
Report of the Company together with Audited Financial
Statements for the financial year ended 31^st March, 2025.
FINANCIAL RESULTS

The financial results for the year ended 31^st March, 2025
are summarized below:

(Rs. In lacs)

PERFORMANCE AND FINANCIAL POSITION OF COMPANY

The Gross Revenue from the Operations of the company
during FY 2024-25 was Rs. 2212.58 lacs against Rs 2304.45
lacs in the year 2023-24. The Net Profit for the year 2024-25
was Rs.14.25 Lacs against Rs 6.24 Lacs in 2023-24.

The Company's inherent strengths of its people, brand image,
its operating efficiencies and the robustness of its plantation
efforts have combined to give it the ability to withstand the
strongest economic growth. .We have taken cash flow, capital
expenditure and overhead control Measures to smoothly
manage our operations. The company is also succeed in
attaining nearly to the level of the net profit in last year.

RESERVES

The Board of Directors have decided to retain the entire
amount of profit for FY 2024-25‘ in the profit and loss account
and not to transfer any amount to the reserves for the year
under review.

DIVIDEND

The Board of Directors did not recommend any Dividend for
the year under review.

PUBLIC DEPOSITS

Your Company has not accepted any Deposits within the
meaning of Section 73 of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company does not meet the criteria of Section 135 of
Companies Act, 2013 read with the Companies (Corporate

Social Responsibility Policy) Rules, 2014, as the company is
not required to constitute Corporate Social Responsibility
Committee.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act, read
with Companies (Management & Administration) Rules, 2014,
the draft annual return in the prescribed form is available on
the website of the Company at https://www.polyconltd.com/
annual-return-3

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

A. CONSERVATION OF ENERGY

(i) The steps taken or impact on conservation of energy :-
Polycon International Limited is committed to follow high
standards of environmental protection and provisions
of a safe and healthy work place for workers,
customers and other stakeholders. The Company
reduced the consumption of fuel as much as possible
to reduce the Carbon Foot Print.

(ii) The steps taken by the company for utilizing, alternate
source of energy:-Your company is striving
continuously to conserve energy by adopting innovative
measures to reduce wastage and optimize consumption.
The manufacturing units of the company are well
planned and adequately equipped for ensuring optimum
energy utilization. Positive impact of measures already
taken has been observed on the costs.The Company
has already installed roof top Solar system.

(iii) The capital investment as energy conservation
equipment:- NA

B. TECHNOLOGY ABSORPTION

(i) The efforts made towards technology absorption:-
Your company is committed to providing consumers
with high quality products. The technology that is
being used by your company is eco-friendly that
conserves the environment. All the units of the
company are well furnished with suitable equipments
and self-sufficient in the matter of manufacturing
process and focus is to stay aligned with the best and
continuously increase efficiency. We proactively and
continuously invest in developing technology which
adds value to our business.

(ii) The benefits derived like Product improvement, Cost
reduction, Product development or import substitution:-
Sustained delivery has ensured that your company's
products are trusted by consumers. During the year
your company continued its focus on driving the quality
culture and total productivity management across the
factories.

(iii) In case of import technology (Imported during the last
three years reckoned from the beginning of the Financial
year) :- NA

C. FOREIGN EXCHANGE EARNINGS & OUTGO

The Foreign Exchange Earnings -Rs NIL /-and Outgo
Rs 46731/-

AUDITORS AND AUDITORS’ REPORT

A. STATUTORY AUDITORS AND THEIR REPORT

M/s S R Goyal & Co. Chartered Accountants (Firm Reg. No.
001537C) Jaipur, Statutory Auditors of the Company will hold
office till the conclusion of this Annual General Meeting and
are eligible for reappointment. The Company received a
certificate from M/s S R Goyal & Co, Chartered Accountants,
Statutory Auditors to the effect that their re-appointment, if
made, would be in accordance with the provisions of Section
141 of the Companies Act, 2013. As per the provisions of
Companies Act, 2013, they are being re-appointed till the
conclusion of the 37^th Annual General Meeting to be held in
year 2028.

There is no reservation, qualification or adverse remark
contained in the Statutory Auditors' Report attached to
Balance Sheet as at 31st March, 2025. Information referred
in Auditors' Report are self-explanatory and do not require
any further comments.

B. SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
company has appointed BK Sharma & Associates, Company
Secretaries to undertake audit of secretarial and other related
records of the Company.

The Secretarial Audit Report is annexed herewith as
“Annexure-I”. The Secretarial Audit Report does not contain
any qualification, reservation or adverse remark. Information
referred in Secretarial Auditor Report are self-explanatory
and do not require any further comments.

C. COST AUDITOR

Cost Audit is not applicable to the company as per the
Companies (Cost Records and Audit Rules, 2014) as
amended from time to time.

D. INTERNALAUDITOR

Pursuant to Section 138 of the Companies Act, 2013, the
Board of Directors has Re-appointed to Mr. Durga Prasad
Sharma Internal Auditor of the Company for the financial
year 2025-26 in its meeting held on 30^th May, 2025.

Mr Durga Prasad Sharma submitted Internal Audit Report for
the current year to the Board. No observations were made
during the Internal Audit for the Financial Year 2024-25.

AUDIT COMMITTEE

As at 31^st March 2025 ,the Audit Committee comprises Mr.
Nikhil Bhandari (Chairman), Mr. Rajiv Baid and Mrs. Archana

Sharma in line with the requirements of Section 177 of the
Companies Act, 2013. The Board has accepted the
recommendations made by the Audit Committee from time to
time. Four Meetings of Audit Committee were held during the
year.

The Audit committee has been reconstituted as on 30.10.2024
due to Completion of tenure of Mr.Adarsh Singhania and Mr.
Kamal Kumar Bordia, as an independent director as on
19.09.2024 . Hence both were ceased to member of Audit
committee on 19.09.2024. Mr.Nikhil Bhandari and Mrs Archana
Sharma has been inducted as member of Audit Committee as
on 30.10.2024 and reconstituted the committee accordingly.

INTERNAL FINANCIAL CONTROLS

The Company has well defined mechanisms in place to
establish and maintain adequate internal controls over all
operational and financial functions considering the nature,
size and complexity of its business.

The Company maintains adequate internal control systems
that provide, among other things, reasonable assurance of
recording the transactions of its operations in all material
respects and of providing protection against significant misuse
or loss of Company assets.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

The Company has in place a Policy for Prevention of Sexual
Harassment at Workplace as per requirement of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. Internal Complaint Committee has
been set up to redress the complaints received regarding
sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. No
Complaint has been received during the year ended 31^st
March, 2025 in this regard.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors meet Six times during the financial
year 2024-25 on, 30^th May 2024, 14^th August 2024,

27^th August 2024, 30^th October 2024, 14^th November, 2024,
14^th February 2025. Frequency and quorum at these meetings
were in conformity with the provisions of the Companies Act,
2013 .The intervening gap between the meetings was within
the period prescribed under the Companies Act, 2013.

In compliance of section 149 of the Companies Act, 2013 and
the provisions of Listing Regulation , a separate meeting of
Independent Director was held on 26^th Feburary,2025. All
Three independent directors were present in the Meeting.

The names and categories of the Directors on the Board, their
attendance at Board meetings during the year and at last
Annual General Meeting, as also the number of Directorships
and Committee memberships held by them in other Companies
are shown as under:-

COMMITTEES OF THE BOARD

Currently, the Board has three committees: the Audit Committee, Nomination and Remuneration Committee & Stakeholders
Relationship Committee.

The composition of the committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the
Board has carried out an Annual performance evaluation of its
own performance, the directors individually as well as the
evaluation of the working of its Audit Committee and Nomination
& Remuneration Committee.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of the
financial condition and results of operations of the Company
for the year under review as required under SEBI (Listing
Obligation and Disclosure Requirements) Regulations is given
as Annexure-IV forming part of this Annual Report.

RISK MANAGEMENT

The Company has framed and implemented a Risk Management
Policy to identify the various business risks. This framework
seeks to create transparency, minimize adverse impact on the
business objectives and enhance the Company's competitive
advantage. The risk management policy defines the risk
management approach across the enterprise at various levels
including documentation and reporting.

CORPORATE GOVERNANCE

Pursuant to regulation 15(2) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 the Compliance
of Corporate Governance is not mandatory for Companies
having paid up equity share capital not exceeding Rs. 10 crore
and Net Worth not exceeding Rs. 25 Crore, as on the last day
of the previous financial year.

As such our Company falls in the ambit of aforesaid exemption;
consequently, Corporate Governance Report does not forms
part of the Annual Report for the Financial Year 2024-25.
However, the Company is following industry's best Corporate
Governance Standards.

LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION
186

No loans, guarantee or Investments made by the company
under Section 186 of the Companies Act, 2013 during the year.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial
position of the Company occurred between the end of the
financial year to which these financial statements relate and
the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern
status and company's operations in future.

SHARE CAPITAL

During the year under review, there was no change in share
capital in the Company.

HUMAN RESOURCES DEVELOPMENT/TRAINING

The Company has set a new goal to be one of the most
innovative, best performing and trusted company. The
Company has also defined a new set of expectations to
realize this goal-courage, Accountability, Development and
Teamwork. The new expectations alongside the values will
be the foundation of the culture it wants to establish.

Company believes that Employees are its main strength.
Accordingly, your Company places people in the heart of its
business strategy. Company is attracting and retaining the
best people, creating a culture and environment where
people are able to deliver their best and they are recognized
and encouraged.

The Company continuously works to nurture this environment
to keep its employees highly motivated, result oriented and
adaptable to changing business environment. Our company's
value proposition is based on providing value to our customer,
through innovation and by consistently improving efficiency
at all levels.

The Company upholds the culture of trust and mutual respect
in all its employees' relations endeavors. The company has
ensured that there is sustained communication and
engagement with workforce through various forums.
Company's human resources are mobilized to strengthen
the company internally and to face future challenges. Our
company is providing a “state of art” working environment
to the employees with a view to optimize their performance.

EMPLOYMENT PROFILE & INDUSTRIAL RELATIONS

As on 31^st March, 2025, the Company employed a total of 87
employees of which 12 were Officers and 75 belongs to
non-executive cadre.

The Company believes in building teams across the business
and functions with the aim to share knowledge and
experience. Cross functional teams work with clear
objectives to solve the issues and create value for the
company. The company fosters open dialogue among the
employees with the brief that the people, who communicate
continuously and openly, build trust and mutual respect.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company as at March 31,2025 consists of
Six Directors, out of which Three are Independent Directors,
one is Non-executive Non -Independent Director and two
are Whole-time Directors.

As at the end of FY 2025, Rajiv Baid -Chairman & Managing
Director , Varun Baid-Executive Director, Gajanand Gupta -
Chief Financial Officer & Company Secretary are the KMP
as per the provisions of the Act and rules made there under.

In terms of provisions of the Companies Act, 2013 and the
articles of association of the company, Mr. Varun Baid retires
by rotation at the ensuing Annual General Meeting and being
eligible offer himself for re- appointment.

Mr. Kamal Kumar Bordia, Mr. Adarsh Singhania and Mrs.
Tiyana Sacheti, Independent directors of the Company were
ceased to be Directors on 19.09.2024 due to completion of

consecutive second term of 5 years as an Independent
director.

Pursuant to SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015, and Secretarial Standard-2
issued by the Institute of Company Secretaries of India, the
required information about the director proposed to be
appointed/re-appointed are given in Notes to the Notice.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given a declaration that
they meet the criteria of independence as laid down under
section 149 of the Act and Regulation 16 of Listing Regulations
which have been relied upon by the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism / Whistle
Blower Policy to deal with instances of fraud and
mismanagement, if any. The Policy has a systematic mechanism
for directors and employees to report concerns about unethical
behaviour, actual or suspected fraud or violation of the
Company's Code of Conduct or policy.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES:

All related party transactions that were entered into during
the financial year were on arm's length basis, in the ordinary
course of business and were in compliance with the applicable
provisions of the Act. There are no material significant related
party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated
persons and their relatives which may have a potential conflict
with the interest of the Company at large. Particulars of
contracts or arrangements with related parties referred to
Section 188(1) of the Act, in the prescribed form AOC-2 is
annexed herewith as Annexure II.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to requirement under section 134(3)(c) of the
Companies Act, 2013 and in respect of the annual accounts
for the period under review your Directors hereby confirm
that :-

(a) In the preparation of the annual accounts, the
applicable accounting standards have been
followed and no material departures have been made
from the same;

(b) Directors of the company 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 the Profit & Loss Account for the
period under review;

(c) They have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the

Company and for preventing and detecting fraud
and other irregularities;

(d) They have prepared the annual accounts on a
“going concern basis”;

(e) The directors had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were 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;

General Disclosures

Your Directors state that no disclosure or reporting is required
in respect of the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code,2016(31
of 2016) during the year along with their status as at the end
of the financial year , as there were no transactions on the
said items during the year under review.

LISTING OF SECURITIES

At present the equity shares of the Company are listed with
the BSE Limited and the Listing fee for the year 2024-25 has
been duly paid. Scrip Code of the Company is 531397.

DEPOSITORY SYSTEM

The Company has established the required connectivity with
both the NSDL & CDSL through its Registrar and Share
Transfer Agent MUFG Intime India Pvt. Ltd., Delhi for both
physical and Demat Segments. The ISIN No. allotted to the
Company is INE262C01014.

Equity Shares of the Company can be held in electronic form
with any depository participant (DP) with whom the members/
Investors have their depository account.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection and
appointment of the Directors, the senior management and
their remuneration.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are
attached as Annexure-III

ACKNOWLEDGEMENT

Your Directors would like to take on record its appreciation
for the co-operation and support extended by the Company's
Bankers, Financial Institutions, its Employees, Shareholders,
Business Associates and all other stakeholders.

Place : Jaipur RAJIV BAID

Date : 30.05.2025 CHAIRMAN & MANAGING

DIRECTOR