Your Directors have the pleasure in presenting the Forty First Annual Report together with Audited Standalone and Consolidated
Financial Statements for the financial year ended March 31, 2026.

Financial Highlights and Operations

During the year under review, working results of the Company were as under:

a) Standalone Working Results:

b) Consolidated Working Results:

Year in Retrospect

a) On Standalone basis

During the year under review, Company earned total
income of INR 1,55,606 Lakh as compared to INR
1,61,130 Lakh during the previous year on Standalone
basis, including income by way of dividend from
subsidiaries amounting to INR 2,107 Lakh (Previous Year
- INR 3,182 Lakh). There was a profit before tax of INR
7,413 Lakh as compared to INR 10,095 Lakh during the
previous year. The profit after tax for the year was INR
5,921 Lakh as compared to INR 7,709 Lakh during the
previous year.

b) On Consolidated basis

During the year under review, Company earned total
income of INR 7,17,343 Lakh as compared to INR
6,98,056 Lakh during the previous year on Consolidated
basis. Profit before Tax stood at INR 2,039 Lakh as
compared to INR 44,534 Lakh during the previous year.
Profit after Tax was INR 4,093 Lakh as compared to INR
35,772 Lakh during the previous year.

Dividend

Your Board of Directors (“the Board”) has declared and paid
an Interim Dividend at the rate of INR 2/- per share (Record
Date: November 21, 2025) for the financial year 2025-26.

The Board has also proposed payment of Final Dividend for
the financial year 2025-26 at the rate of INR 1/- per share,
which would be paid after its declaration by the Members at
the ensuing Annual General Meeting.

The Board has declared/ proposed total dividend of INR 3/-
per share for the year under review.

For the previous financial year 2024-25, Company paid
Interim Dividend at the rate of INR 9/- per share and Final
Dividend at the rate of IN R 4.50 per share, aggregating to INR
13.50 per share.

Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘the Listing Regulations’), the Board has
formulated and adopted a Dividend Distribution Policy. As
per the Dividend Distribution Policy, the Board endeavors to
ensure transparency in deciding the quantum of dividend with
a guidance of a dividend pay-out upto 20% of Profit After Tax
(PAT) on consolidated financials of the Company. The Board
while taking decision for recommendation of the dividend
takes guidance from this policy and ensures to maintain a
consistent approach to dividend pay-out plans. The Dividend
Distribution Policy is available on the Company’s website at
the following linkhttps://investor.polyplex.com/.

Transfer to Reserves

Your Directors do not propose to transfer any sum to the
reserves account. (Previous Year - Nil).

Changes in the nature of business, if any

There is no change in the nature of business of your Company
during the year under review.

Management Discussion and Analysis Report

As required under Regulation 34 read with Para B of Schedule
V of the Listing Regulations, a detailed ‘Management
Discussion and Analysis Report’ (MDA) is attached in a
separate section forming part of the Annual Report.

More details on operations, performance/state of Company’s
affairs and views on the outlook for the current year are also
given in the MDA.

Subsidiary Companies

During the year under review, the Company had following
subsidiaries/ step-down subsidiaries whose performance/
results are included in the Consolidated Financial Statements:

a) Polyplex (Thailand) Public Company Limited, Thailand

b) EcoBlue Limited, Thailand

c) Polyplex (Asia) Pte. Ltd., Singapore

d) Polyplex (Singapore) Pte. Ltd., Singapore

e) Polyplex Europa Polyester Film Sanayi Ve Ticaret Anonim
Sirketi, Turkey

f) Polyplex Paketleme Cozumleri Sanayi Ve Ticaret Anonim
Sirketi, Turkey

g) Polyplex Europa B.V., Netherlands

h) Polyplex America Holdings Inc., USA

i) Polyplex USA LLC., USA

j) PT Polyplex Films Indonesia, Indonesia

During the year under review, PAR LLC, USA, a step-down
subsidiary of the Company, has been voluntarily dissolved
w.e.f. March 27, 2026.

After the closure of financial year, the Company has completed
the acquisition of 51% of the share capital of Polyplex Digi Print
Private Limited (PDPL) (Formerly known as TechNova Printrite
Products Private Limited). Consequent to completion of this
acquisition, PDPL has become a subsidiary of the Company
w.e.f. April 30, 2026.

Highlights of the performance of Subsidiary Companies and
their contribution to the overall performance of the Company
during the period under report are discussed in MDA which
forms part of the Annual Report.

As required by Section 129 of the Companies Act, 2013,
(‘the Act’) and other applicable laws, Consolidated Financial
Statements of the Company and its subsidiaries are prepared
in accordance with applicable Indian Accounting Standards
(Ind-AS) issued by the Institute of Chartered Accountants of
India and form part of the Annual Report.

As required by Section 129 (3) of the Act, a Statement in Form
AOC-1 containing the salient features of financial statements
of the Company’s subsidiaries is attached and forms part of
this report.

Further, pursuant to the provisions of Section 136 of the Act
read with the Listing Regulations, the financial statements
of the Company along with related information and audited
financial statements of subsidiaries are available on the
Company’s website at following linkhttps://investor.polyplex.
com/.

The Company will make available the annual financial
statements of the subsidiary companies to any member of
the Company on receipt of written request.

The annual financial statements of the subsidiary companies
will also be kept open for inspection at the Registered Office
of the Company on any working day during business hours for
a period of twenty-one days before the date of ensuing Annual
General Meeting.

Particulars of Loans, Guarantees and
Investments

Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Act are given in the
respective notes to Financial Statements.

Deposits from Public

The Company has not accepted any deposits from public
during the financial year 2025-26. There were no unclaimed
deposits as at March 31, 2026.

Directors’ Responsibility Statement

As required under Section 134(3)(c) and 134(5) of the Act,
in relation to the Financial Statements for the financial year
2025-26, the Board states that: -

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

(b) The Directors 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
as on March 31, 2026 and of the Profit of the Company
for the financial year ended on March 31, 2026;

(c) The Directors 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;

(d) Annual accounts have been prepared on ‘going
concern’ basis;

(e) The Directors have laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and are operating
effectively; and

(f) The Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

Directors and Key Managerial Personnel

Independent Directors and Declaration by
Independent Directors

During the financial year under review, the following
Independent Directors viz. Mr. Hemant Sahai, Mr. Ranjit Singh,
Mr. Sandip Das, Mrs. Shalini Sarin, and Mr. Yogesh Kapur
served on the Board of the Company.

After the closure of the financial year, Mr. Ranjit Singh (DIN:
01651357) has completed his second term as an Independent
Director and ceased to be Director of the Company w.e.f May
11, 2026.

The Board of Directors, on the recommendation of Nomination
and Remuneration Committee, has appointed Mr. Rakesh
Bhartia (DIN: 00877865) as an Independent Director of the
Company for a term of five consecutive years w.e.f. May 12,
2026 to May 11, 2031. In the opinion of the Board, he is a
person of high repute, integrity and possesses the relevant
experience and expertise.

In compliance with Section 150 of the Companies Act,
2013 read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, he is registered with
the databank maintained by the Indian Institute of Corporate
Affairs (IICA). He has also passed the online proficiency self¬
assessment test conducted by IICA.

The shareholders of the Company have approved the said
appointment of Mr. Bhartia as an Independent Director by
way of a special resolution passed through postal ballot on
July 4, 2026.

All the Independent Directors have given requisite declaration
that they meet the criteria of independence as prescribed
under the Act and the Listing Regulations.

The Board has noted and taken on record the declaration and
confirmation submitted by the Independent Directors.

Non-Independent Directors and Directors Retiring
by Rotation

During the year under review, following Non-Independent
Directors (including one Whole Time Director) served on
the Board viz. Mr. Sanjiv Saraf, Non-Executive Chairman and

Mr. Sanjiv Chadha, Non-Executive Director from Promoter
category, Mr. Iyad Malas, Non-Executive Director from non¬
promoter category and Mr. Pranay Kothari, Executive Director
from non-promoter category.

After the closure of the financial year 2025-26, Mr. Sanjiv
Chadha (DIN: 00356187) has resigned from the Directorship
of the Company w.e.f. May 23, 2026. The Board of Directors,
on the recommendation of Nomination and Remuneration
Committee, has appointed Mr. Ranjit Singh (DIN: 01651357)
as a Non-Executive, Non-Independent Director, liable to
retire by rotation, w.e.f. May 25, 2026. The shareholders of
the Company have approved the appointment of Mr. Singh by
way of an ordinary resolution passed through postal ballot on
July 4, 2026.

Mr. Iyad Malas, whose office is liable to retire by rotation,
at the ensuing Annual General Meeting, being eligible, has
offered himself for re-appointment.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, Mr. Pranay
Kothari, Whole Time Director, Mr. Manish Gupta, Chief
Financial Officer and Mr. Ashok Kumar Gurnani, Company
Secretary are designated as Key Managerial Personnel of
the Company.

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

Number of Meetings of the Board

During the financial year 2025-26, eight meetings of the Board
were held and the gap between two consecutive meetings
was not more than 120 days. Details about the attendance
of Directors at these meetings are given in the Report on
Corporate Governance which forms part of the Annual Report.

A separate meeting of the Independent Directors was held on
March 30, 2026, without the attendance of Non-Independent
Directors and members of management pursuant to the
provisions of Code for Independent Directors prescribed in
Schedule IV of the Act.

Policy on Directors’ Appointment and Remuneration

The Nomination and Remuneration Committee (NRC)
constituted by the Board has laid down the criteria and
process of identification/ appointment of Directors and
payment of remuneration. These include possession of
requisite qualification, experience, ethics, integrity and
values, absence of conflict with present or potential business
operations of the Company, balance and maturity of
judgement, willingness to devote sufficient time and energy,
high level of leadership, vision and ability to articulate a clear
direction for an organisation.

While selecting or recommending appointment of any Director,
NRC considers the factors such as the total strength of the
Board prescribed under the Articles of Association, the Act and
the Listing Regulations, composition of the Board with respect
to Executive and Non-Executive Directors and Independent
and Non-Independent Directors and gender diversity.

Appointment of Independent Directors satisfies the criteria
laid down under the Act/ Rules made thereunder and the
Listing Regulations.

Components of remuneration for Executive Directors includes
normal Salary structure including perquisites as applicable to
senior employees as per policies / schemes of the Company.
The appointment and overall remuneration as far as possible
are kept within the statutory ceilings and subject to requisite
approvals of the Members of the Company.

Non-Executive Directors are entitled to receive the sitting fee
for attending a meeting of the Board or Committee thereof
of such amount as may be approved by the Board keeping
in view the ceiling prescribed under the Act or Rules framed
thereunder. Further, Non-Executive Directors are also entitled
to receive the commission up to 1% of the Net Profits of
the Company, subject to requisite approval of the Board
and Members.

Details of Remuneration paid to Directors are available in
the Corporate Governance Report which forms part of the
Annual Report.

The policy on appointment of Directors and remuneration
and other matters provided in Section 178(3) of the Act read
with the applicable Rules and Regulation 19 of the Listing
Regulations is available on the Company’s website athttps://
investor.polyplex.com/.

Board, Committees and Directors’ Evaluation

The Board has carried out annual evaluation of its own
performance, Board Committees and individual Directors
(including the Independent Directors) pursuant to the
provisions of the Act and the Corporate Governance
requirements as prescribed under the Listing Regulations.

The evaluation process for financial year 2025-26 was
conducted through structured and customized questionnaires.
A set of questionnaires for the performance evaluation
was circulated to the Directors and on the basis of those
questionnaires, the evaluation of the Board, Committees
and of the individual Directors (including the Independent
Directors) was done for the financial year 2025-26.

The performance of the Board and Committees was evaluated
by the Board after seeking inputs from all the directors based
on the following criteria:

a) Degree of achievement of key responsibilities

b) Structure and Composition

c) Establishment and delineation of responsibilities
to Committees

d) Effectiveness of Board processes, information
and functioning

e) Board culture and dynamics

f) Quality of relationship between Board and Management

g) Efficacy of communication with external stakeholders

The performance of individual directors was evaluated on
following criteria:

a) Participation at Board/ Committee Meetings

b) Knowledge and Skill

c) Managing Relationships

d) Personal Attributes

Independent Directors of the Company in their separate
meeting reviewed the performance of Non-Independent
Directors and the Board as a whole and also the performance
of Chairperson of the Company.

Particulars of Employees and Remuneration

a) A statement containing names of top ten employees
in terms of remuneration drawn and the particulars of
employees as required under Section 197(12) of the
Act read with Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided in a separate
annexure which forms part of this report and marked as
“Annexure A”.

b) Ratio of the remuneration of each director to the median
employee’s remuneration and such other details as
required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is provided in a
separate annexure which forms part of this report and
marked as “Annexure B”.

Board Committees

Pursuant to the requirements under the Act and the Listing
Regulations, the Board has constituted various committees
of Board such as Audit Committee, Nomination and
Remuneration Committee, Stakeholders’ Relationship
Committee, Corporate Social Responsibility Committee, Risk
Management Committee and Finance Committee. The details
of composition and terms of reference of these committees
are provided in the Corporate Governance Report.

Corporate Social Responsibility Initiatives

Corporate Social Responsibility Report pursuant to Section
134(3)(o) of the Act and Rule 9 of Companies (Corporate
Social Responsibility Policy) Rules, 2014 forms part of this
report and is marked as “Annexure C”.

Composition and the role of the Corporate Social Responsibility
Committee, number of meetings held and attendance of
members thereof are provided in the Corporate Governance
Report which forms part of this report.

Corporate Social Responsibility Policy as approved by the
Board is available on the Company’s website athttps://
investor.polyplex.com/.

Corporate Governance

Corporate Governance Report forms part of this Annual
Report. Compliance Certificate from M/s. RSM & Co.,
Practising Company Secretaries, regarding compliance of
the conditions of Corporate Governance as stipulated in the
Listing Regulations is annexed with this report.

Business Responsibility and Sustainability
Report (BRSR)

The Board is pleased to inform that your Company is among
the top 1,000 companies as per the market capitalisation
criteria at the BSE Limited and National Stock Exchange of
India Limited as on December 31, 2025.

As required by Regulation 34(2)(f) of the Listing Regulations,
Company is required to include in its Annual Report, a
Business Responsibility and Sustainability Report (BRSR) with
effect from the financial year 2023-24. Accordingly, attached
BRSR forms part of this report.

Whistle Blower Policy / Vigil Mechanism

The Company has formulated a Whistle Blower Policy in line
with the provisions of sub-section 9 and 10 of Section 177 of
the Act and Regulation 4(2)(d)(iv) and Regulation 22 of the
Listing Regulations. This Policy establishes a vigil mechanism
for Directors/Employees/other Stakeholders to report genuine
concerns regarding unethical behavior, actual or suspected
fraud or violation of the Company’s Code of Conduct.

A copy of the said Policy is available on the website of the
Company at www.polyplex.com.

Auditors
Statutory Auditors

In accordance with the provisions of the Companies Act, 2013
and Rules made thereunder, M/s. S S Kothari Mehta & Co.,
LLP, Chartered Accountants (Firm Registration No. 000756N)
were re-appointed as Statutory Auditors of the Company
for a second term of five years from the conclusion of 37^th
Annual General Meeting held on September 26, 2022 until
the conclusion of 42^nd Annual General Meeting, to be held for
the financial year 2026-27.

Further, M/s. S.R. Batliboi & Co., LLP, Chartered Accountants
(Firm Registration No. 301003E/E300005) were appointed
on June 28, 2024 as Auditors for a period of five years upto
the conclusion of 44^th Annual General Meeting to be held
for the financial year 2028-29. They act as Joint Auditors to

the existing Auditors viz. M/s. S S Kothari Mehta & Co. LLP,
Chartered Accountants.

There are no qualifications, reservations or adverse remarks
or disclaimers requiring any explanation in their reports.

Internal Auditors

The Board, on the recommendations of the Audit Committee,
has appointed M/s. Protiviti India Member Private Limited
(CIN: U93000HR2009PTC057389) as Internal Auditors of
the Company for a period of three years from April 1, 2025
to March 31, 2028.

Cost Auditors

Your Company is required to prepare and maintain cost records
for plastic films as specified by the Central Government under
sub-section (1) of Section 148 of the Act. Accordingly, your
Company has been preparing and maintaining such records
as required.

In terms of Section 148 of the Act read with Companies
(Cost Records and Audit) Rules, 2014, the Board, on the
recommendations of the Audit Committee, has re-appointed
M/s. Sanjay Gupta & Associates, Cost Accountants, (Firm
Registration No. 000212) as Cost Auditors to audit the Cost
Records of the Company for the financial year 2026-27. In
terms of Rule 14 of the Companies (Audit and Auditors)
Rules, 2014, the remuneration payable to the Cost Auditor
is required to be ratified by the Members. Accordingly, a
resolution seeking ratification of the remuneration payable
to the said Auditors has been included in the Notice convening
the ensuing Annual General Meeting.

Secretarial Auditors

Pursuant to Regulation 24A of the Listing Regulations, the
shareholders of the Company, on the recommendation
of the Board, had approved the appointment of M/s. RSM
& Co, Practicing Company Secretaries (Firm Registration
No. P1997DL17000), Peer Reviewed Practicing Company
Secretaries, as the Secretarial Auditor of the Company for
a term of five (5) consecutive financial years to conduct the
Secretarial Audit, commencing from April 1, 2025 to March
31, 2030, at the 40^th Annual General Meeting of the Company
held on September 15, 2025.

The Secretarial Audit Report received from them is annexed
herewith and marked as “Annexure D”. The said report does
not contain any qualification, reservation, adverse remark
or disclaimer.

Other Statutory Information

Details relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo prescribed
under Section 134(3)(m) of the Act read with Companies
(Accounts) Rules, 2014 are given in “Annexure E”.

Annual Return

In compliance with the provisions of Section 92(3) read with
Section 134(3)(a) of the Act, the Annual Return (Form No. MGT
7) of the Company is available on the Company’s website at
following linkhttps://investor.polyplex.com/.

Related Party Transactions

None of the transactions with any of the related parties were
in conflict with the Company’s interest. Prescribed disclosures
as required by Ind AS - 24 have been made in the Notes to the
Financial Statements. All related party transactions entered
into are at arm’s-length basis and in the ordinary course of
business. Therefore, provisions of Section 188(1) of the Act
are not applicable to such transactions. Further, disclosure of
related party transactions as required under Section 134(3)(h)
of the Act in Form AOC-2 is not applicable to Company for the
financial year 2025-26.

Wherever required, omnibus approval of the Audit Committee
is obtained and such Related Party Transactions are reviewed
by the Audit Committee in subsequent meeting(s).

Policy on Materiality of Related Party Transactions and on
Dealing with Related Party Transactions as approved by the
Board is available on the website of the Company athttps://
investor.polyplex.com/.

Risk Management

The Board of the Company has constituted a Risk
Management Committee to frame, implement and monitor
the risk management plan for the Company. The Committee is
responsible for monitoring and reviewing the risk management
plan and ensuring its effectiveness. Composition and terms
of reference of Risk Management Committee are mentioned
in the Corporate Governance Report. A detailed note on Risk
Management has been provided under the Management
Discussion and Analysis Report, which forms part of
this report.

Internal Financial Control

The Company has laid down well defined and documented
Internal Financial Controls. The Company has an overall
framework for managing the risks in terms of the Risk
Management Policy. In the opinion of the Board, Internal
Financial Controls affecting the financial statements are
adequate and are operating effectively.

Confirmation

Your Company follows the Secretarial Standards on Meetings
of the Board of Directors (SS-1) and Secretarial Standards on
General Meetings (SS-2) issued by the Institute of Company
Secretaries of India (ICSI).

There have been no other material changes and commitments
affecting the financial position of the Company which have
occurred since the end of the financial year and date of
this Report.

There have been no instances of fraud reported by the
Auditors under Section 143(12) of the Act and the Rules
framed thereunder, either to the Company or to the
Central Government.

There has been no application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016
(31 of 2016) during the financial year.

There was no instance of one-time settlement with any Bank
or Financial Institution during the financial year 2025-26.

Significant and Material Orders

There are no significant and material orders passed by the
regulators or courts or tribunals during the year impacting the
going concern status and Company’s operations in future.

Human Resources

Your Company is committed towards creation of opportunities
for its employees that help attract, retain and develop a
diverse workforce. Your Company lays due importance to
conducive work culture for its employees.

To reinforce core values and belief of the Company, various
policies for employees’ empowerment have been framed to
enrich their professional, personal and social life. In addition
to above, the Company has also laid down Code of Conduct
for Directors and Senior Management Personnel.

Your Company has also laid down a Policy under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and constituted Internal Complaints
Committee to redress the complaints. In addition, workshop
and awareness program were organized to sensitize the
employees about the provisions of the said Act. There were
no complaints received during the year (Previous Year: Nil).

Further, during the year under review, your Company has duly
complied with the provisions of Maternity Benefit Act, 1961.

Listing of Shares and Depository System

Your Company’s equity shares are listed on the BSE Ltd. and
the National Stock Exchange of India Ltd.

Your Company’s equity shares are being traded in ‘demat’
form since April 30, 2001. Shareholders of the Company who
are still holding shares in physical form are advised to get their
physical shares dematerialized by opening an account with
one of the Depository Participants.

Acknowledgement

Your Directors wish to place on record their appreciation of
the wholehearted and sincere cooperation, the Company
has received from various departments of Central/State
Governments, Financial Institutions, Bankers and the Auditors
of the Company.

Your Directors also wish to place on record their appreciation
of the dedicated and sincere services rendered by the
employees of the Company.

For and on behalf of the Board of Directors

Sd/-

Sanjiv Saraf

Date: July 24, 2026 Chairman

Place: Noida DIN: 00003998