డైరెక్టర్ల నివేదిక Aeroflex Neu Ltd.

The Directors are pleased to present the 34^th Annual Report of Aeroflex Neu Limited ("the Company”) (formerly known as Sah Polymers Limited), together with the audited financial statements of the Company for the financial year ("FY”) ended March 31, 2026.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

Your Company''s performance during the financial year as compared to the previous financial year is summarized as below:

(4 in Lakhs, except EPS data)

2. STATE OF COMPANY''S AFFAIRS

The 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, catering to diverse industries across domestic and international markets.

During the year under review, the Company continued to strengthen its operational performance and market presence through improved efficiencies, enhanced customer relationships and focus on quality and timely delivery.

The Company also continued its association with Indian Oil Corporation Limited as a Del Credere Agent (DCA) and Dealer Owned Polymer Warehouse (DOPW) for polymer marketing operations in the Udaipur and Jaipur regions, contributing steadily to its revenue streams.

Overall, the Company maintained stable operations with a focus on sustainable growth, cost optimization and adherence to all applicable statutory and regulatory requirements.

During the financial year ended March 31, 2026, the Company reported a Standalone Revenue from Operations of 410,125.09 lakhs as compared to 411,366.74 lakhs in the previous financial year. The Standalone Net Profit for the year stood at 4117.03 lakhs as against 417.32 lakhs in the previous financial year, reflecting improved operational efficiency and cost optimization.

On a consolidated basis, the Company achieved a Revenue from Operations of 412,916.50 lakhs as compared to 412,923.53 lakhs in the previous financial year. The Consolidated Net Profit for the year stood at 4175.13 lakhs as against 423.03 lakhs in the previous financial year, indicating significant improvement in overall profitability.

Despite a challenging global economic environment, further impacted by geopolitical uncertainties, the Company demonstrated resilience and operational agility. The Company''s continued emphasis on product innovation, stringent quality standards and a customer-centric approach enabled it to strengthen its position in both domestic and international markets.

The Company remains committed to achieving sustainable growth, creating long-term value for its stakeholders and upholding the highest standards of corporate governance.

3. DIVIDEND

With a view to conserving the Company''s resources for future growth, business expansion and strengthening its financial position, the Board of Directors has not recommended any dividend on the equity shares of the Company for the financial year ended March 31, 2026.

The Board believes that retaining profits within the business will enhance the Company''s ability to support its ongoing operations, meet working capital requirements, undertake future growth initiatives and improve overall financial resilience, thereby creating sustainable long-term value for its stakeholders.

4. Material Changes and Commitments Affecting the Financial Position of the Company

In terms of Section 134(3)(l) of the Companies Act, 2013, your Company hereby reports that there have been no material changes and commitments affecting the financial position of the Company between the end of the financial year ended March 31, 2026, and the date of this Report, except as stated below:

1. Your Company has on 22^nd May 2026, acquired 2,43,400 (Two Lakh Forty-Three Thousand Four Hundred) equity shares of Stilonn Valves and Controls Private Limited at a price of TI23.30 per share, for a total consideration of ^3,00,11,220 (Rupees Three Crore Eleven Thousand Two Hundred and Twenty only).

Following this acquisition, the Company now holds a 19.58% equity stake in Stilonn Valves and Controls Private Limited.

This investment is aligned with the Company''s strategy of combining stable, cash-generating businesses with high-growth opportunities, thereby enhancing the overall business portfolio and supporting long-term growth.

2. Your Company entered into a Share Purchase Agreement on 15 July 2026 for the sale of its entire 51.01% stake in Fibcorp Polyweave Private Limited, a material subsidiary, for a consideration of TI92.12 lakh. The transaction is

subject to completion of customary conditions and compliances and is proposed to be consummated within 180 days from the date of execution of the agreement. Upon completion, Fibcorp Polyweave Private Limited shall cease to be a subsidiary of the Company.

5. CHANGES IN THE NATURE OF BUSINESS

During the year under review, the Company diversified and expanded the scope of its business activities pursuant to the alteration of the Object Clause of the Memorandum of Association, as approved by the Members at the Extra-Ordinary General Meeting held on June 06, 2025. The amendment enables the Company to undertake additional activities including real estate development, construction and infrastructure projects, engineering and project execution services, property and facility management, data centre development, warehousing and logistics solutions and manufacturing and trading of engineering products, smart technology devices, IT products and allied activities.

The Company intends to leverage these expanded objects to explore new avenues of growth and create sustainable business opportunities, while continuing to pursue its existing packaging operations. Other than the above, there has been no change in the nature of business of the Company during the year under review.

6. TRANSFER TO RESERVES

During the year no amount was transferred to any Reserves.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Act, read along with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - A.

8. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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.

Disclosures pertaining to remuneration and 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 attached to this report vide Annexure - B

9. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act,

2013, the Directors to the best of their knowledge

hereby state and confirm that:

a. in the preparation of the annual accounts for the financial year ended 31 March 2026, the applicable accounting standards, have been duly followed along with proper explanation relating to material departures;

b. the Directors have selected such accounting policies and applied them consistently, and have made judgements 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 at 31 March 2026 and of the profit of the Company for the year ended on that date;

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. the annual accounts have been prepared on a 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.

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.

10. DIRECTORS & KEY MANAGERIAL PERSONNEL

As on 31^st March 2026, the Board comprised 6 (Six)

Directors including 3 (Three) Independent Directors. The Board has an appropriate mix of Executive, NonExecutive and one-woman Independent Director, which is in compliance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is also aligned with the best practices of Corporate Governance.

I. Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with the Companies (Management & Administration) Rules, 2014 and the Articles of Association of the Company, and based on the recommendation of the Nomination and Remuneration Committee, as well as considering his experience, expertise and valuable contribution to the affairs of the Company, Mr. Asad Daud (DIN: 02491539), Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment.

The Board recommends his re-appointment to the Members for approval at the ensuing AGM.

II. Appointment and Re- appointment of Directors

During the year under review, there were no appointments or re-appointments of Directors on the Board of the Company.

Accordingly, the composition of the Board remained unchanged throughout the financial year.

III. Cessation of Directors

During the year under review, there were no changes in the composition of the Board on account of cessation or resignation. None of the Directors resigned or vacated their office during the year, and the composition of the Board remained unchanged.

During the year under review, the following changes took place in the Compliance Officer of the Company

V. Changes in Compliance Officer 1. Cessation:

Ms. Alka Premkumar Gupta ceased to act as Compliance Officer of the Company with effect from June 03, 2025, while continuing to hold the position of Company Secretary of the Company.

2. Appointment:

Ms. Bhagyashree Mohan Kamble was appointed as Compliance Officer of the Company with effect from June 16, 2025.

VI. Declaration from Independent Directors

All Independent Directors of the Company have submitted declarations confirming that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act,

2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They have further confirmed compliance with Regulation 25(8) of the SEBI Listing Regulations and affirmed that no circumstances exist which could impair their ability to discharge duties with objective and independent judgment. In addition, the Independent Directors have complied with the requirements relating to registration in the Independent Directors'' Databank maintained by the Indian Institute of Corporate Affairs in accordance with Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Based on the declarations received and after due assessment, the Board is of the opinion that all Independent Directors possess the requisite qualifications, expertise, experience, proficiency, and integrity, and fulfil the conditions specified under the Act, the applicable Rules, and the SEBI Listing Regulations. The Board is satisfied that the Independent Directors are independent of the management and continue to contribute effectively to the governance framework of the Company.

VII. Annual performance evaluation by the Board

Pursuant to Section 134(3)(p) of the Companies Act, 2013, the applicable Rules made thereunder, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee laid down the criteria and framework for the annual performance evaluation of the Board of Directors, its Committees, and Individual Directors, including Independent Directors. The evaluation was conducted through a structured questionnaire covering aspects such as Board composition, diversity of skills and experience, effectiveness of processes, quality and timeliness of information flow, strategic oversight, governance practices, participation in discussions, decision-making, and overall Board effectiveness. A separate meeting of the Independent Directors was also held on March 25, 2026, to review the performance of the Executive Director, Non-Independent Directors, and the Board as a whole, while assessing the adequacy of information flow between management and the Board.

All Directors participated in the evaluation process and provided feedback through the prescribed mechanism. The performance of each Independent Director was evaluated by the Board (excluding the Director being evaluated) on parameters such as attendance, participation, independent judgment, safeguarding

stakeholder interests, and contribution to governance practices. The Committee reviewed the evaluation process and was satisfied with its objectivity and effectiveness, while the Board noted with satisfaction the overall effectiveness of the Board, its Committees, and Individual Directors. No material concerns were identified, and the suggestions received will be considered to further strengthen governance and enhance Board effectiveness.

VIII. Familiarization Program for Independent Directors

Pursuant to Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Schedule IV of the Companies Act, 2013, the Company has adopted a Familiarization Programme for its Independent Directors to acquaint them with the Company''s operations, industry environment, regulatory framework and their roles and responsibilities. The programme is designed to provide a comprehensive understanding of the Company''s business model, strategic initiatives, governance practices and risk management framework, while also keeping the Independent Directors updated on significant business and regulatory developments.

During the year under review, a familiarization programme was conducted by M/s. GHV & Co., Practicing Company Secretaries, covering critical aspects such as holistic business understanding and strategic value creation, board governance, risk oversight and fiduciary responsibilities, as well as ethical leadership, accountability and continuous board effectiveness.

Details of the Familiarization Programme are available on the Company''s website at https:// aeroflexneu.com/investor-relations/#details-of-familiarisation-programmes-imparted-to-independent-directors.

11. HOLDING, SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES: Holding Company

Your Company is a subsidiary of Aeroflex Enterprises Limited (Formerly known as SAT Industries Limited) with holds 55.50% of the paid-up equity share capital of the Company.

Subsidiary Company

Your Company has one subsidiary, namely Fibcorp Polyweave Private Limited ("FPPL”), in which the Company holds 51.01% of the equity share capital.

Based on the criteria prescribed under Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR”), FPPL qualifies as a Material Subsidiary of the Company.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the subsidiary in Form AOC-1 is annexed to the financial statements as Annexure - C.

Performance and Overview of Material Subsidiary

FPPL is engaged in the business of manufacturing and marketing Flexible Intermediate Bulk Containers (FIBC), with its manufacturing facilities located at Kaladwas Industrial Area, Udaipur. The subsidiary has established a strong presence in both domestic and international markets.

During the financial year ended March 31, 2026, FPPL recorded a total revenue of ^4,217.01 lakhs, of which ^2,660.81 lakhs (approximately 63.10%) was derived from exports.

The subsidiary continues to strengthen its global presence and currently exports its products to more than seven countries, thereby expanding its international footprint and contributing significantly to the overall growth of the Company.

Joint Ventures and Associates

During the financial year ended March 31, 2026, the Company did not have any Associate Company or Joint Venture within the meaning of the Companies Act, 2013.

Accordingly, the disclosure requirements relating to Associate Companies and Joint Ventures are not applicable to the Company for the year under review.

12. CONSOLIDATED FINANCIAL STATEMENT

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 6 of the Companies (Accounts) Rules, 2014, the Consolidated Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

The audited Consolidated Financial Statements, together with the Independent Auditors'' Report thereon, form an integral part of this Annual Report and are presented along with the Standalone Financial Statements of the Company.

The Board ofDirectors confirms that the Consolidated Financial Statements present a true and fair view of the consolidated financial position, performance and cash flows of the Company and its subsidiary for the financial year ended March 31, 2026.

13. DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was

outstanding as on the date of the balance sheet. Accordingly, disclosing the details of deposits which are not in compliance with the requirements of Chapter V of the Act is not applicable

14. MEETINGS OF THE BOARD

During the Financial Year 2025-26, Eleven (11) meetings of the Board of Directors were held in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The intervening gap between any two consecutive Board Meetings did not exceed the period prescribed under the applicable laws.

The details regarding the number of Board Meetings held during the year, attendance of the Directors thereat and other related information are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

15. INDEPENDENT DIRECTORS MEETING

Pursuant to the provisions of Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was convened on March 25, 2026, without the attendance of Non-Independent Directors and members of Management.

At the meeting, the Independent Directors reviewed the performance of the Non-Independent Directors and the Board as a whole, and assessed the adequacy, quality, quantity, and timeliness of the flow of information between the Company''s management and the Board.

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to the provisions of Section 186 of the Companies Act, 2013, the particulars of loans given, guarantees provided, securities given and investments made by the Company during the financial year under review are disclosed in the Notes to the Financial Statements forming part of this Annual Report.

17. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts, arrangements and transactions entered into by the Company with related parties during the financial year under review were in the ordinary course of business and on an arm''s length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee reviews the Related Party Transactions on a periodic basis.

The Company has formulated a policy on dealing with Related Party Transactions. The same is available on the Company''s website at https://aeroflexneu. com/wp-content/uploads/2026/07/Related-Party-Transaction-Policv.pdf

Details of all transactions with related parties are disclosed in the accompanying Standalone Financial Statements. Members may refer to Note No. 36, which provides the related party disclosures in accordance with Ind AS 24.

Since all Related Party Transactions entered into by the Company during the year were in the ordinary course of business and on an arm''s length basis, the disclosure of particulars of contracts or arrangements with related parties in Form AOC-2, as prescribed under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is not applicable to the Company.

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

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has adopted a policy on selection and appointment of Directors, Key Managerial Personnel ("KMPs”) and Senior Management Personnel ("SMPs”), and their remuneration which is available on the website of the Company at https://aeroflexneu.com/wp-content/ uploads/2022/12/Nomination-and-remuneration-policy.pdf.

The policy also lays down the criteria for determining qualifications, positive attributes, independence of a director and other related matters. The Nomination and Remuneration Committee identifies and evaluates individuals proposed to be appointed as Directors, KMPs or SMPs, having regard to their integrity, qualifications, expertise and experience, and recommends their appointment to the Board.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

19. CORPORATE SOCIAL RESPONSIBILITY

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, the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder are

not applicable to the Company for the financial year ended 2026. Accordingly, no CSR expenditure was required to be incurred by the Company during the said financial year

The CSR policy is available on the Company''s website at https://aeroflexneu.com/wp-content/ uploads/2023/03/CSR-Policy-Sah.pdf.

Further details regarding the CSR Committee and its composition are provided in the Corporate Governance Report forming part of this Annual Report.

20. 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

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

21. THE WEB ADDRESS, WHERE ANNUAL RETURN REFERRED TO IN SUB-SECTION (3) OF SECTION 92 HAS BEEN PLACED

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026 is available on the Company''s website at https:// aeroflexneu.com/wp-content/uploads/2026/07/ Annual-Return-2025-26.pdf.

22. AUDITORS

STATUTORY AUDITORS

M/s. H.R. Jain & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on September 30, 2022, for a term of five consecutive years, to hold office from the conclusion of the 30th Annual General Meeting until the conclusion of the 35th Annual General Meeting of the Company.

The Company has received confirmation from the Statutory Auditors to the effect that they are not disqualified from continuing as the Auditors of the Company in terms of the provisions of the Companies Act, 2013 and the rules made thereunder.

The Auditors'' Report for the financial year under review does not contain any qualifications, reservations, adverse remarks or disclaimers.

SECRETARIAL AUDITORS

During the year under review, the Members of the Company, at the Annual General Meeting held on August 20, 2025, approved the appointment of M/s. S.K. Jain & Co., Practicing Company Secretaries (COP: 3076), as the Secretarial Auditors of the Company, for a term of Five (5) consecutive years commencing from the financial year 2025-26 and continuing up to the financial year 2029-30.

Secretarial Audit Report:

In terms of Section 204 of the Companies Act, 2013, a Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as Annexure D. There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

Annual Secretarial Compliance Report A Secretarial Compliance Report for the financial year ended March 31, 2026, on compliance with all applicable SEBI Regulations and circulars/guidelines issued thereunder, pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been obtained from M/s. S.K. Jain & Co. (COP: 3076), Practicing Company Secretaries, Secretarial Auditors. Secretarial Audit for Material Subsidiaries As per regulation 24 (1) of SEBI Listing Regulation, the Company is required to annex the Secretarial Audit Report of its unlisted material subsidiary to its Annual Report. The Secretarial Audit report of the material unlisted subsidiary i.e., Fibcorp Polyweave Private Limited is annexed as Annexure - E part of the Board Report. The Secretarial Audit Report of such subsidiary confirm that they have complied with provisions of the Acts, Rules, Regulations and Guidelines and there are no deviations or non -compliances for the Financial Year 2025-2026. INTERNAL AUDITORS

Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Board, based on the recommendation of the Audit Committee, appointed M/s. A Modi & Co., Chartered Accountants, Udaipur, as the Internal Auditors of the Company for Financial Year 2025-26.

The Internal Auditors periodically review the Company''s internal control systems, processes, and compliance framework and compliance mechanisms. The quarterly reports submitted by the Internal Auditors are placed before the Audit Committee for its review, deliberation and necessary guidance/action.

23. DISCLOSURE ON MAINTENANCE OF COST RECORDS:

The provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, relating to the maintenance of cost records are not applicable to the Company for the financial year under review, as the Company does not fall within the prescribed threshold limits notified by the Central Government.

24. REMARKS ON QUALIFICATIONS BY STATUTORY AUDITORS AND SECRETARIAL AUDITORS

The Reports issued by the Statutory Auditors and the Secretarial Auditors of the Company for the financial year ended March 31, 2026, do not contain

The details of the above-mentioned committee along with their composition, terms of reference, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report which forms an integral part of this Annual Report.

The Committees of the Board are constituted with an appropriate balance of Executive, Non-Executive and Independent Directors, wherever applicable, to ensure effective oversight, independent judgment and good governance practices. The Committees deliberate on matters within their respective areas of responsibility and make recommendations to the Board, wherever required. The decisions and recommendations of the Committees are placed before the Board for its consideration and noting/approval in accordance with the applicable provisions.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

29. CHANGE IN NAME OF THE COMPANY

During the year under review, the name of the Company was changed from "Sah Polymers Limited” to "Aeroflex Neu Limited” pursuant to the approval of members by way of Special Resolution passed at the Extra-Ordinary General Meeting held on June 06, 2025 and upon receipt of the requisite approval from the Registrar of Companies with effect from July 07, 2025.

The change in name has been undertaken to align the Company''s corporate identity with the Aeroflex Group and to reflect its strategic positioning within the Group.The change in name does not affect the legal status of the Company or its existing rights and obligations, contracts, or liabilities.

30. CHANGE IN TRADING NAME AND TRADING SYMBOL OF THE COMPANY

Pursuant to the change in the name of the Company from "Sah Polymers Limited" to "Aeroflex Neu Limited", the trading name of the Company on BSE Limited and the National Stock Exchange of India Limited was changed to "Aeroflex Neu Limited" and the trading symbol was changed from "SAH" to "AERONEU", with effect from August 22, 2025.

The change in the trading name and trading symbol was undertaken to align the Company''s market identity with its new corporate name and the Aeroflex Group brand identity.

31. CEO/CFO CERTIFICATE:

The Certifications required as stipulated under Regulation 17(8) and in terms of Part B, Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, from Mr. Hakim Sadiq Ali Tidiwala, Whole-time Director and Lalit Kumar Bolia, Chief Financial Officer of the Company for the Financial Year 2025-2026 is annexed as Annexure- G.

32. SHARE CAPITAL

During the year under review, the Authorised Share Capital of the Company was increased from T30,00,00,000 (Rupees Thirty Crores only), comprising of 3,00,00,000 (Three Crores) equity shares of TI0 each, to T34,00,00,000 (Rupees Thirty-Four Crores only), comprising of 3,40,00,000 (Three Crores Forty Lakhs) equity shares of TI0 each.

However, there was no change in the Issued, Subscribed and Paid-up Equity Share Capital of the Company during the year. Accordingly, the Paid-up Equity Share Capital remained unchanged at T25,79,60,000 (Rupees Twenty-Five Crores Seventy-Nine Lakhs Sixty Thousand only), comprising 2,57,96,000 (Two Crores Fifty-Seven Lakhs Ninety-Six Thousand) equity shares of TI0 each.

Further, during the year under review, the Company allotted 72,00,000 (Seventy-Two Lakhs) Convertible Warrants, each having a face value of TI0 (Rupees Ten only), on a preferential basis at an issue price of T90 (Rupees Ninety only) per warrant, including a premium of T80 (Rupees Eighty only) per warrant, aggregating to T64,80,00,000 (Rupees Sixty-Four Crores Eighty Lakhs only).

The Company has complied with all applicable statutory and regulatory requirements in connection with the increase in its Authorised Share Capital and the preferential allotment of Convertible Warrants, including obtaining the necessary approvals from the Members, stock exchanges and other regulatory authorities, wherever applicable.

33. RISK MANAGEMENT

The Company has a well-defined Risk Management framework in place to identify, assess and mitigate potential risks across its operations. The Board of Directors oversees the risk management process and periodically reviews the key risk areas and mitigation measures.

The Company''s risk management practices are aligned with its business objectives and are aimed at safeguarding the interests of the Company and its stakeholders while ensuring sustainable growth and financial stability.

The Risk Management Policy is available on the website of the Company at https://aeroflexneu.com/ wp-content/uploads/2022/12/Risk-Management-policy.pdf.

As on March 31, 2026, the Company is not required to constitute a Risk Management Committee in terms of Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

34. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has adequate internal financial controls with reference to the financial statements in place and such controls are commensurate with the size, scale and complexity of its operations.

The internal financial controls are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with applicable accounting principles. The Company has documented policies and procedures for ensuring orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

The Company believes that the existing internal financial controls are adequate and operating effectively as intended.

35. NAME OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES DURING THE YEAR

During the year under review, there was no change in the subsidiary companies of the Company. Further, the Company did not have any joint venture

or associate company during the financial year. Accordingly, no company became or ceased to be a subsidiary, joint venture or associate of the Company during the year under review.

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

2013

Your Company is firmly committed to maintaining a harassment-free workplace and enforces a zero-tolerance approach toward sexual harassment. To safeguard all of its employees (permanent, contractual, temporary, trainees), the Company has implemented a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment, ensuring that all individuals are protected and that complaints are addressed promptly and effectively.

The policy is supported by duly constituted Internal Committees in accordance with the provision relating to the constitution of Internal Complaints Committees under POSH, 2013, ensuring confidentiality, impartiality, fairness and timely resolution of complaints in accordance with applicable laws and internal governance standards.

During the year under review, your Company has not received any complaint pertaining to sexual harassment.

37. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including the amendments made thereunder and the rules framed thereto. The Company is committed to providing a safe, inclusive and supportive workplace and ensuring that eligible employees are provided maternity benefits in accordance with the applicable statutory requirements.

39. VIGIL MECHANISM/WHITSLE BLOWER POLICY

The Company has adopted a Vigil Mechanism / Whistle Blower Policy in accordance with the provisions of Section 177(9) and (10) of the Companies Act, 2013, Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Regulation 9A of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Policy provides a formal mechanism for Directors and employees to report genuine concerns, including unethical behaviour, actual or suspected fraud, and violations of the Company''s Code of Conduct and Business Ethics. It ensures direct access to the Chairperson of the Audit Committee and safeguards against victimisation of the whistle blower.

The Policy is available on the Company''s website at https://aeroflexneu.com/wp-content/ uploads/2022/12/Vigil-Mechanism-Policy.pdf.

40. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of Board of Directors (SS-1) and General Meetings (SS-2)under Section 118(10) of the Companies Act, 2013, during the financial year under review.

41. 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 of the Company received any remuneration or commission from any of its holding or subsidiary.

(d) No application was filed under the Insolvency and Bankruptcy Code, 2016.

(e) No instance of one-time settlement with any Bank or Financial Institution.

42. 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, 2026, on the Company website, at https://www.aeroflexneu.com.

43. ACKNOWLEDGEMENTS

The Board of Directors thank the Company''s employees, customers, vendors, investors and academic partners for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation.

The Board of Directors of your Company have pleasure in presenting the Thirty Third (33^rd) 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.

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:

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 33^rd 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.

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

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 30^th Annual General Meeting till the conclusion of the 35^th 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.

The Board of Directors of your Company have pleasure in presenting the Thirty Second (32^nd) Board Report on the business and operations of Sah Polymers Limited (‘Sah Polymers’ or ‘Company’), along with the summary of standalone and consolidated financial statements for the financial year ended March 31, 2024.

1. FINANCIAL RESULTS:

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 financial year 2023-24 under review was

Y 10,295.44 Lakhs as against Y 8,385.82 Lakhs for the previous financial year, registering an increase of 22.77%. The profit before tax from continuing operations including exceptional items was

Y 84.18 Lakhs for the financial year 2023-24 under review as against Y 410.60 Lakhs for the previous financial year, registering a decline of 79.50%. The profit after tax from continuing operations including exceptional items was Y 66.35 Lakhs for the financial year 2023-24 under review as against

Y 305.64 Lakhs for the previous financial year, registering a decline of 78.29%.

On a Consolidated basis the total income for the financial year 2023-24 under review was Y 11,151.67 Lakhs as against Y 9,721.62 Lakhs for the previous financial year, registering an increase of 14.71%. The profit before tax from continuing operations, including exceptional items, was Y 135.44 Lakhs for the financial year 2023-24 under review as against

Y 512.40 Lakhs for the previous financial year registering a decline of 73.57%. The profit after tax from continuing operations including exceptional items was Y 92.51 Lakhs for the financial year under review as against Y 376.06 Lakhs for the previous financial year registering a decline of 75.40%.

Despite encountering challenges such as fluctuating raw material costs and varying demand, your Company has displayed remarkable resilience and adaptability. The Company is actively preparing for global expansion, with a strong emphasis on entering the markets of Europe and America.

Furthermore, the Company’s dedication to sustainability aligns seamlessly with the rising demand for eco-friendly products, ensuring the Company''s enduring success. Leveraging these strengths, your Company isn''t just surviving but thriving in the ever-evolving packaging sector. Understanding the distinctive quality benchmarks of these industries, we prioritize delivering products that not only meet rigorous standards but also offer the possibility of higher profit margins.

3. DIVIDEND:

With a view to conserve the resources for future use, The Board of Directors has not recommended

any dividend for the financial year ended on March 31, 2024.

4. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes or 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 Limited, Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E) Mumbai-400051 and BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001.

The Annual Listing Fees for the financial year 2024-25 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 RESERVE:

The Board of Directors has decided to retain the entire amount of profit for financial year 2023-24 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. 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 development 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:

(iv) The directors'' had prepared the annual accounts on a "going concern” basis;

(v) Internal financial controls has been laid down to be followed by the Company and such financial controls are adequate and are operating effectively;

(vi) 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) Cessation/appointment on the Board of Directors:

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

(i) Mr. Murtaza Ali Moti (DIN: 07876224) has been appointed as a Whole-Time director on the Board of Directors for a period of three years with effect from April 01, 2023;

(ii) Ms. Chetna ceased to be an Independent Director with effect from August 19, 2023;

(iii) Ms. Asha Jain has been appointed as an Independent Director for a period of five years with effect from July 14, 2023 vide special resolution passed at the general meeting.

Retire by Rotation:

Mr. Asad Daud (DIN: 02491539), 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.

Director who seeking Appointment or re-appointment, the brief profile and other details as stipulated under Regulation 36 of the SEBI Listing Regulations and Secretarial Standard, are provided in the Notice convening the ensuing 32^nd AGM.

(b) Key Managerial personnel:

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

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 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”.

The Company has made an application with the National Stock Exchange Limited and BSE Limited (hereinafter referredto as "the StockExchanges”) under regulation 37 of the Stock Exchange Board of India (Listing Obligation and Disclosures Requirements) Regulations, 2015, for No Objection Certificate with respect to amalgamation of the said subsidiary with your Company and the same is pending.

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, 2024, it clocked a revenue of R 3,324.07 Lakhs, out of which R 1,227.16 Lakhs near about 36.92% from exports and outreaches in more than 6 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 AS-110 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.sahpolymers.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, 2024.

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 R 25,79,60,000/- divided into 2,57,96,000 equity shares of R 10/- each.

16. BOARD AND ITS COMMITTEE MEETING:

During the financial year 2023-24, the Board of Directors of your Company met Seven (7) 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, 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:

The 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 financial year 2023-24 and the estimated related party transactions for financial year 2024-25.

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 for an amount not exceeding the aggregate value up to R 100 Crores (Rupees One Hundred Crores Only) per financial year, for a period of 3 years from financial year 2024 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 objective of the Company is to take initiative on Corporate Social Responsibility (‘CSR’) to improve the quality of life of communities through long-term value creation for all stakeholders. The Company’s CSR policy provides guidelines to conduct CSR activities of the Company and the same is available on the website of the Company at https://www. sahpolymers.com.

The salient features of the CSR Policy forms a part of the Annual Report on CSR activities, in terms of Rules 8 of the Companies (Corporate Social Responsibility Policy) Rules 2014), which contains details of CSR initiative taken by the Company during the year as annexed vide “Annexure-E” attached to the this Report.

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 there has been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future.

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 aforestated.

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 www.sahpolymers.com.

24. AUDITORS AND AUDIT REPORT:

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

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

Fraud Reported by Auditor Against the Company:

The auditors'' have not reported any fraud under Section 143(12) of Companies Act, 2013.

Auditors'' Report:

The auditors'' Report does not contain any qualification, reservation, or adverse remark or disclaimer.

25. 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.

26. 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”.

27. 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.

28. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has designed and implemented a process driven framework for Internal Financial Controls (“IFC”) within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013. For the year ended March 31, 2024, 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.

29. 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.

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

It is stated that the Company has constituted an 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.

31. SECRETARIAL AUDIT:

The Board Directors appointed Messrs. P Talesara & Associates, Practicing Company Secretaries, as the Secretarial Auditors'' of your Company for the financial year ended March 31, 2024. 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.

Auditors'' Report:

There is no qualification, reservation or adverse remark made in the Report.

Compliance Certificate:

A certificate issued from M/s. H.R. Jain & Co., Statutory Auditor of the Company regarding compliances of Conditions of Corporate Governance is annexed with the Report in “Annexure-H”.

32. 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:

(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 12, 2024, 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.

37. 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.sahpolymers.com.

38. 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, Co-operation 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.