Pearl Polymers Ltd

TO THE MEMBERS,

Your Directors are pleased to present the 53^rd Annual Report of Pearl Polymers Limited ("the Company") for the financial year ended March 31,2024.

FINANCIAL SUMMARY

The Company's financial performance for the financial year ended March 31,2024 in comparison to previous financial year is summarized below:

(Rs. in lacs)

The Financial Statements of the Company for the FY 2023-24, have been prepared in accordance with the Indian Accounting Standards (‘Ind AS') notified under Section 133 of the Act, the Companies (Indian Accounting Standards) Rules, 2015 and recognised accounting practices, to the extent applicable. Accordingly, the Financial Statements for current year, including comparative figures of previous year are based on Ind AS and in accordance with the recognition and measurement principles stated therein.

STATE OF THE COMPANY'S AFFAIRS/ CHANGES IN THE NATURE OF BUSINESS, IF ANY

During the year under consideration on Standalone basis your Company has achieved total Revenue of Rs. 2435.88 Lacs as against Rs. 1949.40 Lacs in the relevant previous financial year. There is a net profit of Rs. 65.41 Lacs as compared to net loss of Rs. 817.27 Lacs in the previous year.

ECONOMIC OUTLOOK, KEY CHALLENGES AND RESPONSE

The industry's performance is often closely tied to the overall global economic situation. Economic growth or recession can impact consumer spending on non-essential items like pet-bottles and kitchenware. India's beverage and packaged food industries were experiencing robust growth, which was driving the demand for PET bottles and jars. The convenience and cost-effectiveness of PET packaging contributed to this trend.

The Indian government had initiated campaigns like "Make in India" and "Atmanirbhar Bharat" (self-reliant India) to boost domestic manufacturing, which could benefit the PET packaging industry. There was increasing pressure on industries to adopt more sustainable and eco-friendly practices due to concerns about plastic waste and pollution. This posed a challenge to PET manufacturers as PET is a type of plastic.

Innovations in materials, manufacturing processes, and distribution channels can significantly impact the industry's competitiveness. There is a growing demand for sustainable and circular solutions in the plastic industry, such as the use of recycled materials, biodegradable plastics, increase recycling and up-cycling efforts, developing biodegradable or sustainable materials and closed-loop recycling systems. The PET industry is sensitive to fluctuations in the prices of raw materials, such as petrochemicals. Any substantial increase in these costs could affect profitability.

The PET packaging industry in India was highly competitive, with many players vying for market share. Maintaining competitiveness while meeting sustainability goals was a challenge. Manufacturers needed to invest in modern machinery and technology to enhance efficiency and reduce production costs.

India's revival in consumer spending is likely to be driven by households that earn more than a million rupees a year. Consumer sentiments survey data suggest that while all income groups are worse off than they were earlier, richer households are doing better than the rest on the sentiments front. These are the least affected households and most likely with the best savings.

India is going digital and the pandemic has accelerated this shift. Even before the COVID-19 pandemic, India's e-commerce sector had begun to gain immense traction as people swayed from physical shopping and gravitated towards online shopping. The pandemic accelerated this adoption of e-commerce and India, today, is one of the fastest-growing e-commerce markets in the world with an estimated 330 million online shoppers.

Consumers are flocking online for almost all their needs - from groceries and essentials to clothing and accessories. Moreover, goods that will come in useful during long periods at home are seeing increased sales.

Brands have been compelled to develop an online presence even if they had none before. This has led to a massive spurt in Direct to Consumer (D2C) brands.

The economy is now enabling people to cater to niche segments of consumers economically and there is also a rise in digital entrepreneurs. Brands are also realizing the need to approach consumers directly rather than going to marketplaces to build private labels. Moreover, payment infrastructure and integration with multiple payment options and the demand for niche products has led to the surge in the number of D2C brands.

We are proud to have bought a new thought process to the Indian kitchen by making the first safe, transparent, unbreakable, odorless plastic jars & bottles. We have been expanding our range to include trendy steel, glass, biodegradable and other products. Pearlpet is synonymous with quality and consumer satisfaction as the leading manufacturer of kitchen jars, containers, bottles, and other storage solutions. Pearlpet is the one-stop- shop for those seeking safe and durable storage solutions. We also produce durable products in rust-free materials and are the pioneers of primary food packaging in India. Constantly seeking to improvise and grow, Pearlpet is heavily focused on innovating through its thorough R&D department, accelerating Pearlpet towards the international market and garnered several awards nationally and internationally. Taking pride in our products' utility to our consumers, Pearlpet has made conscious choices to develop and produce air-tight, highly durable, and 100% recyclable products.

RESERVES

The Reserves and Surplus (excluding Revaluation Reserve) of the Company as on March 31,2024 stood at Rs. 2050.86 Lacs. No amount is proposed to be transferred to reserves during the year.

DIVIDEND

With a view to conserve resources for expansion of business, the Board of Directors have thought it prudent not to recommend any dividend for the year under review.

SHARE CAPITAL

The Company's Capital Structure remains unchanged during the financial year 2023-24.

MATERIAL CHANGES AFFECTING FINANCIAL POSITION BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT

There are no material changes and commitments that affect the financial position of the Company between the date of closure of Financial Year and the date of this report.

MATERIAL ORDERS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There was no order passed by any regulatory authority or court or tribunal against the Company, impacting the going concern status and future operations of the Company.

DEPOSITS

Your Company has not accepted any deposits during the year under review, falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 125 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the amount of fixed deposit remaining unpaid /unclaimed for a period of seven years has been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government of India. Further, the Company has uploaded the necessary information in respect of the unclaimed amount on the website of IEPF viz. www.iepf.gov.in and on the Company's website at https:// pearlpet.net/about-us/#investor-relations

CORPORATE SOCIAL RESPONSIBILITY

The Company has formulated a Corporate Social Responsibility (CSR) Policy to undertake CSR initiatives as specified under Schedule VII of the Companies Act, 2013, the policy is available on the website of the Company https://pearlpet.net/about-us/#investor-relations. The Annual Report on CSR activities is annexed as Annexure - ‘III' and forms an integral part of this report.

HOLDING, SUBSIDIARY, ASSOCIATE OR JOINT VENTURE COMPANIES

The Company has no Holding, Subsidiary, Associate or Joint Venture Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, following changes took place in the Board and Key Managerial Personnel of your Company:

i. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Udit Seth, Chairman & Managing Director of the Company retires by rotation at the ensuing Annual General Meeting, offers himself for reappointment. The brief resume of Mr. Udit Seth as required under the Listing Regulations and Secretarial Standards is provided in the Notice of the 53^rd Annual General Meeting of the Company. The requisite resolution pertaining to the re-appointment appears at the respective item of the Notice along with the Statement and is recommended to the Members for approval.

ii. The Board of Directors (based on the recommendation of Nomination and Remuneration Committee) has appointed Mrs. Anupama Halder as a Non-Executive Independent director for a period of five (5) years commencing from May 27, 2024. The Company has sought approval of the members of the Company for her appointment by means of special resolution through Postal Ballot dated 18^th April, 2024.

iii. The Board of Directors (based on the recommendation of Nomination and Remuneration Committee) has re-appointed Mr. Udit Seth (DIN: 00005403) as Chairman & Managing Director of the Company for a period of three (3) years with effect from 16th August, 2024 till 15th August, 2027, upon the terms & conditions and remuneration as stated in the AGM Notice, subject to approval of the Members. A brief profile of Mr. Udit Seth has been provided in the AGM Notice.

iv. The Board of Directors (based on the recommendation of Nomination and Remuneration Committee) has re-appointed Mr. Amit Seth as Whole Time Director of the Company for a period of three (3) years with effect from August 16, 2024 till August 15, 2027 upon the terms & conditions and remuneration as stated in the AGM Notice, subject to approval of the Members. A brief profile of Mr. Amit Seth has been provided in the AGM Notice.

v. The Board of Directors (based on the recommendation of Nomination and Remuneration Committee) has re-appointed Mr. Varun Seth as Whole Time Director of the Company for a period of three (3) years with effect from July 01,2024 till June 30, 2027 upon the terms & conditions and remuneration as stated in the AGM Notice, subject to approval of the Members. A brief profile of Mr. Varun Seth has been provided in the AGM Notice.

vi. The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Brej Behari Gupta as a Non-Executive Independent Director, of the Company with effect from September 28, 2024. The term of his appointment as a Non-Executive Independent director will be for a period of 5 (five) years and the appointment is subject to approval of the shareholders. In the opinion of the Board, Mr. Brej Behari Gupta possess requisite expertise, integrity, experience and proficiency. A brief profile of Mr. Brej Behari Gupta has been provided in the AGM Notice.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They have stated that they are unaware of any circumstances that could impede their ability to fulfill their duties objectively and independently, free from external influence. The terms and conditions of their appointment adhere to Schedule IV of the Act.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made thereunder and Listing Regulations and possess relevant expertise & experience and are independent of the management.

As of the report date, none of the Directors are disqualified, according to Section 164 of the Act, from being appointed as a Director. A certificate verifying this, signed by the Practicing Company Secretary, is attached to the Corporate Governance Report, which forms an integral part of Annual Report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual Directors as per the formal mechanism for such evaluation adopted by the Board pursuant to Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of evaluation. Any member of the Board did not participate in the discussion of his/her evaluation. Performance evaluation of Independent Directors was carried out by the entire board, excluding the Independent Director being evaluated.

A meeting of the Independent Directors was also held, to review the performance of the Non-Independent Directors, the Board as a whole and the Chairperson on the parameters of effectiveness and to assess the quality, quantity and timeliness of the flow of information between the Management and the Board.

NOMINATION AND REMUNERATION POLICY

Your Company has adopted a Nomination and Remuneration Policy as required by Section 178 of the Companies Act, 2013, which provides for the appointment and removal of Directors, Key Managerial Personnel &senior management, board diversity and their remuneration including criteria for determining qualifications, positive attributes, independence of a director etc. The remuneration paid is as per the Policy. The details of such policy can be viewed on the Company's website https://pearlpet.net/about-us/#investor-relations.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 4 (Four) times during the financial year 2023-24, the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

A separate meeting of the Independent Directors was also held to review the performance of Non-independent Directors and overall performance of the board.

AUDIT COMMITTEE

The Composition of Audit Committee of the Company is described in Corporate Governance Report as stipulated under Listing Regulations, which forms integral part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees or Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL

The Company has in place a Risk Management policy that encompasses identification, assessment, monitor and mitigation risk across all levels and functions. The main objective of Policy is to proactively managing uncertainty and changes in the internal and external environment, to limit negative impacts and capitalize on opportunities, so as to ensure business stability. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis. There are no risks which in the opinion of the Board threaten the existence of the Company. Your Company has an Internal Financial Control System which was operating effectively for ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

INSIDER TRADING CODE

The details regarding insider trading code are given in the Corporate Governance section of the Annual Report. Your Company has also adopted a policy for determination of legitimate purposes in line with the PIT (Amendment) Regulations, 2018 as a part of Code of practices and procedures of fair disclosures of unpublished price sensitive information.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company is committed to highest standards of ethical, moral and legal business conduct. The Company has a policy on whistle blower and vigil mechanism for providing a framework to promote responsible and secure whistle blowing. It protects Directors and employees wishing to raise a concern about serious irregularities within the Company. The Policy is available on the Company's website at https://pearlpet.net/about-us/#investor- relations.

During FY 2023-24, no complaint was received. Further, no individual was denied access to the Audit Committee for reporting concerns, if any.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL ACT), 2013

Your Company has a policy on prevention of Sexual Harassment in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and has constituted the Internal Complaints Committee. All employees (Permanent, Contractual, Temporary, Trainees) are covered under this policy. The Company has not received any complaint of sexual harassment during the financial year 2023-24..

PARTICULARS OF EMPLOYEES AND REMUNERATION

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure - ‘IV' and forms an integral part of this Report. A statement comprising the names of top 10 employees and other details in terms of remuneration drawn in terms of Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms an integral part of this annual report but the said statement is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Act. However, the said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing AGM. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company on any working day of the Company up to the date of the ensuing Annual General Meeting.

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

Particulars in respect of Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo as required under section 134 (3)(m) of the Companies Act, 2013, read with the rules there under, are provided in Annexure -‘I' to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors of the Company, to the best of their knowledge and belief confirm that:

I. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

II. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the profit and loss of the Company for that period;

III. 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;

IV. The Directors have prepared the annual accounts on a going concern basis;

V. The Directors have laid down internal financial controls which were followed by the Company and such internal financial controls are adequate and were operating effectively; and

VI. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

AUDITORS

a) Statutory Auditors

Statutory Auditors and Auditor's Report

The shareholders of the Company at 51st AGM held on September 29, 2022 had appointed M/s. Nikhil Goel & Associates (ICAI Registration No-020934C) (Now Goel Goyal & Co.), as the Statutory Auditors of the Company for a term of 5 years.

The Notes on financial statement referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation, adverse remark or disclaimer. There are no frauds reported in the reports of the Auditors as mentioned under subsection (12) of Section 143 of the Act.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed Ms. Rashmi Sahni (Certificate of Practice No. 10493) Practicing Company Secretary, to undertake the Secretarial Audit of the Company for FY 2023-24. Copy of Secretarial Audit Report is annexed as Annexure-‘N' to this report

The Secretarial Audit Report of your Company does not contain any qualification, reservation or adverse remark.

c) Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors of the Company appointed Sehgal Mehta and Co., Chartered Accountants, (ICAI Registration No - 003330N) as the Internal Auditors of the Company, to condut the Internal Audit funtions and activities of the Company for the Financial Year 2023-24.

d) Cost Auditor

The provisions regarding maintenance of Cost Records and conducting the Cost Audit as prescribed under section 148 of the Companies Act, 2013 are not applicable to the Company.

COMPLIANCE WITH THE INSTITUTE OF COMPANY SECRETARIES OF INDIA ("ICSI") SECRETARIAL STANDARDS

The Company has adhered to Secretarial Standards issued by the Institute of Company Secretaries of India on meetings of Board of Directors, its Committee(s) and General Meetings.

STATUTORY COMPLIANCES

The Board periodically reviews the mechanism put in place by the management to ensure the compliances with Laws and Regulations as may be applicable to the Company as well as the steps taken by the Company to rectify the instances of non-compliances, if any.

RELATED PARTY TRANSACTIONS

During the year, there were no transactions with related parties which were not at arm's length and not in the ordinary course of business as per the provisions of section 188 of the Companies Act, 2013 or materially significant or which were in conflict with the interests of the Company and that require an approval of the Company's shareholders in terms of the Companies Act or SEBI Listing Regulations. Accordingly, the disclosure of the transactions in Form AOC-2 is not applicable to your Company.

All Related Party Transactions are placed before the Audit Committee and the Board for review and approval.

The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review on a quarterly basis. The detailed policy on Related Party Transactions is available on the website of the Company at https://pearlpet.net/about-us/tfinvestor-relations.

The details regarding Related Party Transactions are contained in the Notes to Financial Statements.

ANNUAL RETURN

Pursuant to Sec 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at Company's website at https:// . pearlpet.net/about-us/#investor-relations. I

CORPORATE GOVERNANCE REPORT

A Separate report on Corporate Governance along with certificate from Ms. Rashmi Sahni, Practicing Company Secretary confirming compliance with the requirement of Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015 as amended from time to time, forms an integral part of the Annual Report.

PROCEEDING OR SETTLEMENT UNDER INSOLVENCY AND BANKRUPTCY CODE

During the reporting period, the Company was not subject to any proceedings under the Insolvency and Bankruptcy Code, 2016, nor were there any such proceedings pending as of the year-end.

ONE TIME SETTLEMENT AND VALUATION

During the year under review, the Company was not required to undertake any valuation or one-time settlement, as prescribed under Section 134 of the Act, read with Rule 8(5) of the Companies (Accounts) Rules, 2014.

CAUTIONARY STATEMENT

Statements in this report, particularly those which relate to Management Discussion & Analysis, describing the Company's objectives, projections, estimates and expectations may constitute ‘forward looking statements' within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company's executives, staff and workers.

Last but not least, your Directors wish to place on record their warm appreciation to you for your continuous support and encouragement.