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To,

The Members,

Polycon International Limited

Your Directors have pleasure of presenting the 32^th Annual Report of the Company together with Audited Financial Statements for the financial year ended 31^st March, 2023.

The financial results for the year ended 31^st March, 2023 are summarized below:

The Gross Revenue from the Operations of the company during FY 2022-23 was Rs.2624.70 lacs against Rs.3063.58 lacs in the year 2021-22. The Net Profit for the year 2022-23 was Rs.6.43 Lacs against loss of Rs 10.08 Lacs in previous year. However the gross revenue was declined but net profit was increased.

The Company's inherent strengths of its people, brand image, its operating efficiencies and the robustness of its plantation efforts have combined to give it the ability to withstand the strongest economic growth . The Post pandemic situation impacted economic activities all over the country. Your Company has ensured the safety of its employees and other stakeholders during the pandemic .We have taken cash flow, capital expenditure and overhead control Measures to smoothly manage our operations. The company is also succeed in increase the net profit in comparison to last year.

The Board of Directors have decided to retain the entire amount of profit for FY 2022-23 in the profit and loss account and not to transfer any amount to the reserves for the year under review.

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

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

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as the company is not required to constitute Corporate Social Responsibility Committee.

Pursuant to the provisions of Section 92(3) of the Act, read with Companies (Management & Administration) Rules, 2014,the draft annual return in the prescribed form is available on the website of the Company at http:// www.polyconltd.com/annual-return-1

A. CONSERVATION OF ENERGY

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

ii) The steps taken by the company for utilising alternate sources of energy:- Your company is striving continuously to conserve energy by adopting innovative measures to reduce wastage and optimize consumption.

The manufacturing units of the company are well planned and adequately equipped for ensuring optimum energy utilization. Positive impact of measures already taken has been observed on the costs.

iii) The capital investment on energy conservation equipments; -NA

B. TECHNOLOGY ABSORPTION

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

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

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-NA

C. FOREIGN EXCHANGE EARNINGS & OUTGO

The Foreign Exchange Earnings - Rs. 94988/-and Outgo Rs NIL.

M/s R.S. Mangal & Company, Chartered Accountants (Firm Reg. No. 01472C) Jaipur were appointed in 31st Annual General Meeting as Statutory auditor to hold office till the conclusion of the 32nd Annual General Meeting of the Company.

The Board of Directors, on recommendation of Audit Committee, recommends to shareholders to appoint M/s S.R. Goyal & Company, Chartered Accountants (Firm Registration No.001537C ) as Statutory Auditors in place of retiring auditors who shall hold office from the conclusion of 32nd Annual General Meeting untill the conclusion of the 34th Annual General Meeting of the Company.

There is no reservation, qualification or adverse remark contained in the Statutory Auditors' Report attached to Balance Sheet as at 31st March, 2023. Information referred in Auditors' Report are self-explanatory and do not require any further comments.

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

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

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

Pursuant to Section 138 of the Companies Act, 2013, the Board of Directors has appointed to Mr.Durga Prasad Sharma Internal Auditor of the Company for the financial year 2023-24 in its meeting held on 30^th May, 2023 in place of Retiring Auditor Mr. Sanjay Kumar Thakur.

Mr.Sanjay Kumar Thakur submitted Internal Audit Report for the current year to the Board. No observations were made during the Internal Audit for the Financial Year 2022-23.

The Audit Committee comprises Mr. Kamal Kumar Bordia (Chairman), Mr. Adarsh Singhania and Mr.Rajiv Baid in line with the requirements of Section 177 of the Companies Act, 2013. The Board has accepted the recommendations made by the Audit Committee from time to time. Four Meetings of Audit Committee were held during the year.

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

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

The Company has in place a Policy for Prevention of Sexual Harassment at Workplace as per requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No Complaint has been received during the year ended 31^st March, 2023 in this regard.

The Board of Directors meet Five times during the financial year 2022-23 on 30^thMay 2022,13^th August 2022,12^th November 2022, 11^th February, 2023 and 15^th March,2023. Frequency and quorum at these meetings were in conformity with the provisions of the Companies Act, 2013 .The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

In compliance of section 149 of the Companies Act, 2013 and the provisions of listing Regulations a separate meeting of Independent Directors was held on 27^th Feburary, 2023. All four independent Directors were present in the meeting.

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

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

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

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

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

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

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

As such our Company falls in the ambit of aforesaid exemption; consequently Corporate Governance Report does not forms part of the Annual Report for the Financial Year 2022-23. However, the Company is following industry's best Corporate Governance Standards.

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

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

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

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

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

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

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

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

"state of art" working environment to the employees with a view to optimize their performance.

As on 31^st March, 2023, the Company employed a total of 105 employees of which 17 were Officers and 88 belongs to non-executive cadre.

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

The Board of the Company as at March 31,2023 consists of seven Directors, out of which four are Independent Directors, one is Non–executive Non –Independent Director and two are Whole-time Directors.

As at the end of FY 2023, Rajiv Baid –Chairman & Managing Director , Varun Baid-Executive Director, Gajanand Gupta –Chief Financial Officer& Company Secretary are the KMP as per the provisions of the Act and rules made thereunder. During the year Mr. Nikhil Bhandari has been appointed as Independent Director on 30.05.2022 in Board Meeting and regularise in AGM held on 30.09.2022.

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

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

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

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

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

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

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

(b) Directors of the company selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the Profit & Loss Account for the period under review;

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

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

At present the equity shares of the Company are listed with the BSE Limited and the Listing fee for the year 2022-23 has been duly paid. Scrip Code of the Company is 531397.

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

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

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

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

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