Sah Polymers Ltd Directors Report

To the Members of

Sah Polymers Limited,

The Board of Directors of your Company have pleasure in presenting the Thirty Second (32nd) 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:

(Rs In Lakhs)

Particulars	Audited Standalone		Audited Consolidated
	As on March 31, 2024	As on March 31, 2023	As on March 31, 2024	As on March 31, 2023
Revenue from operations	10,076.10	8,235.34	10,918.86	9,539.92
Total expenditure before finance cost, depreciation (Net of expenditure transferred to capital)	9,699.09	7,671.73	10,451.51	8,846.83
Operating profit	377.01	563.61	467.35	693.09
Add: Other income	219.34	150.48	232.81	181.70
Profit before finance cost, depreciation, exceptional items and tax	596.38	714.09	700.16	874.79
Less: Finance cost	296.76	190.94	325.86	222.06
Profit before depreciation, exceptional items and tax	299.62	523.15	374.30	652.73
Less: Depreciation and amortisation expenses	215.44	112.55	238.86	140.33
Profit before, exceptional items and tax	84.18	410.60	135.44	512.40
Add/(Less): Exceptional items	-	-	-	-
Profit before tax	84.18	410.60	135.44	512.40
Less: Tax expense	17.83	104.96	42.93	136.34
(A) Profit/(Loss) for the period attributable to:	66.35	305.64	92.51	376.06
Owners of the Company	-	-	79.69	341.52
Non-controlling interests	-	-	12.82	34.54
(B) Total other comprehensive income	-	-	-	-
(C) Total comprehensive income for the period (A+B)	66.35	305.64	92.51	376.06
Retained earnings balance brought forward from the previous year	797.46	491.82	851.25	509.73
Add: Profit for the period	66.35	305.64	79.69	341.52
Add: Other comprehensive income recognised in retained earnings	-	-	-	-
Add/(Less): Changes in capital structure and other movement within equity	-	-	-	-
Balance	863.81	797.46	930.94	851.25
Which the Directors have apportioned as under to:
Dividend on equity shares	(128.98)	-	(128.98)	-
Retained earnings: balance to be carried forward	734.83	797.46	801.96	851.25

2. STATE OF COMPANYS 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 Rs.10,295.44 Lakhs as against Rs.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 Rs.84.18 Lakhs for the financial year 2023-24 under review as against Rs.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 Rs.66.35 Lakhs for the financial year 2023-24 under review as against Rs.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 Rs.11,151.67 Lakhs as against Rs.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 Rs.135.44 Lakhs for the financial year 2023-24 under review as against Rs.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 Rs.92.51 Lakhs for the financial year under review as against Rs.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 Companys dedication to sustainability aligns seamlessly with the rising demand for eco-friendly products, ensuring the Companys enduring success. Leveraging these strengths, your Company isnt 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:

Foreign Exchange	Rs.6,731.98 Lakhs
Earnings:	(Py. Yr. Rs.4,554.30 Lakhs)
Foreign exchange	Rs.69.72 Lakhs
Outgo:	(Py. Yr. Rs.43.54 Lakhs)

10. DEPOSITS PROM 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 non-compliance with any of the provisions of chapter V of the Companies Act, 2013.

11. DIRECTORS RESPONSIBILITY STATEMENT:

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

(ii) 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;

(iii) 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 a fresh, in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(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 32nd 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:

Mr. Hakim S Tidiwala	Whole-Time Director
Mr. Murtaza Ali Motiwala	Whole-Time Director
Mr. Lalit Kumar Bolia	Chief Financial Officer
Ms. Runel Saxena	Company Secretary

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 Companys 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 (hereinafterreferredtoas"theStockExchanges")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 Companys 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 Rs.3,324.07 Lakhs, out of which Rs.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 Companys 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 Companys website, www.sahpolymers.com in a downloadable format. Your Companys 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 Companys 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 Rs.25,79,60,000/- divided into 2,57,96,000 equity shares of Rs.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 Companys 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 arms 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 Rs.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 Companys 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 COMPANYS 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 Companys 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 Companys 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 appropriateaccountingpolicies;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 30th Annual General Meeting till the conclusion of the 35th 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 Companys 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 REDRESSALRs.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:

(i) Issue of equity shares with differential rights as to dividend, voting or otherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

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

33. 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 Board Meetings and Annual General Meetings.

34. 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.

35. 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.

36. 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: (i) 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;

(ii) 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.

(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 Companys 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 Companys Whistleblower Policy encourages Directors and employees to bring to your Companys attention, instances of illegal or unethical conduct, actual or suspected incidents of fraud, actions that affect the financial integrity of your Company, or actual or suspected instances of leak of unpublished price sensitive information that could adversely impact your Companys 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 Companys 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 Companys 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.

	For and on Behalf of the Board of Directors
		Sah Polymers Limited
	Hakim Sadiq Ali Tidiwala	Murtaza Ali Moti
Place: Udaipur	Whole-Time Director	Whole-Time Director
Date: May 03, 2024	DIN: 00119156	DIN: 07876224