Directors Report of L.K. Mehta Polymers Ltd.

Mar 31, 2025

Your Directors have great pleasure in presenting to you the 30^th Annual Report on the affairs of the Company together with the
Audited Accounts for the Financial year ended 31^st March, 2025.

1. Financial Highlights:

Our Company was incorporated with the Registrar of Companies, Gwalior, Madhya Pradesh, India on January 02^nd, 1995 with
the Corporate Identity No. U25206MP1995PLC008901.

The Company was listed on the SME platform of Bombay Stock Exchange on 21^st February, 2025.

The Financial results of the Company for Financial year have been summarized herein below for the reference of the members:

(Amount in Lakhs)

Particulars		Standalone
	Year ended 31st March, 2025	Year ended 31st March, 2024
Net Revenue From Operations	1896.58	1852.50
Other Income	19.25	30.30
Total Income	1915.83	1882.80
Total Expenses Excluding Depreciation, Interest, Tax & Amortization	1759.03	1714.85
Profit/(Loss) Before Depreciation, Interest, Tax & Amortization	156.80	167.95
Less: Interest & Financial Charges	64.42	87.64
Depreciation & Amortization	12.35	5.32
Profit /(Loss) Before Tax and Exceptional Items	80.03	74.99
Exceptional Item
Profit/(Loss) Before Tax	80.03	74.99
Less: Provision For Tax	4.37	4.29
- Current Tax	21.65	13.32
- Deferred Tax Liabilities/ (Assets)	-6.42	-1.08
Net Profit/(Loss) After Tax	60.43	58.46

1. Highlights of Performance & State of the Company’s Affairs:

The Company has recorded a total turnover of Rs. 1915.83 Lakh as compared to Rs. 1882.80 Lakhs in the previous year.
The Company was also able to record a net profit of Rs.60.43 Lakhs for the Financial year closed.

Your Directors are committed to achieve higher revenues and profits for its stakeholders in the coming year and hence
are in the continuous process of developing new products and tailor made services for its customers.

2. Significant Events during the Financial Year:

During the Year the company has altered its Memorandum and Articles of Association by adopting new set of the same
in accordance with the provisions of the Companies Act, 2013 in the meeting of the members in the Extra Ordinary
General Meeting held on 04^th April, 2024.

INITIAL PUBLIC OFFER (IPO) AND LISTING AT THE BSE SME PLATFORM:

We are pleased to inform you that during the year under review, the Company has made an Initial Public Offer (IPO) of
10,40,000 Equity Shares of Face Value of Rs.10/- each at a price of Rs.71/- per Equity Share (including a share premium
of Rs.61/- per Equity Share). With your valuable support and confidence in the Company and its Management, the IPO
was subscribed and the entire capital of Rs. 3,84,00,000/- was successfully listed on the SME Platform of BSE Limited
on 21^st February, 2025. We have paid the Annual Listing Fees for the Year 2024-25 to BSE Limited, ensuring our
continued listing and trading.

Other than above there are no significant events during the financial year

3. Change in the nature of business:

During the year, there has not been any change in the nature of the Business.

4. Dividend:

In order to retain the profit of the Company and in light of the financial performance for FY 2024-25, the company has
decided not to declare a dividend this year. This decision reflects company’s commitment to strengthening its financial
position and addressing the challenges faced. The focus remains on improving profitability and ensuring long-term
value for shareholders.

5. Amount Transferred to Reserve:

During the year, the Board of your Company has transferred amount of Rs. 8004256/- to General Reserve.

6. Public Deposits:

During the year under review, the Company did not accept any deposits within the meaning of provisions of Section 73
of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, the Company has
not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the
Rules made there under.

7. Share Capital:

1. Authorized Share Capital

During the year, there was change in the Authorised Share Capital of the Company. The Authorised Share Capital of the
Company increase from Rs. 65,00,000/- (Rupees Sixty Five Lakhs only) divided into 6,50,000 (Six Lakhs Fifty
Thousand) equity shares of Rs.10/- each to Rs. 5,00,00,000/- (Rupees Five Crores only) divided into 50,00,000 (Fifty
Lakhs) equity shares of Rs. 10/- (Rupees Ten only) each at the Extra Ordinary General Meeting of the company held on
04^th April, 2024.

2. Paid up Share Capital

During the year, there was change in the paid up Share Capital of the Company

Right Issue: The company has made allotment of 300000 (Three Lakhs) Equity shares of Rs. 10 each amounting to Rs.
30,00,000/- (Rupees Thirty Lakhs only) on Right Issue basis to the existing shareholder of the company and the approval
of which was obtained in the meeting of the board of directors held on 08^th July, 2024.

Bonus Issue: The Company has made allotment of 3:1 of 18,75,000 (Eighteen Lakh Seventy Five Thousand) Equity
Shares of Rs. 10/- each amounting to Rs. 1,87,50,000/- (Rupees One Crore Eighty Seven Lakhs Fifty Thousand only)
through Bonus Issue in the Board Meeting held on 29^th May, 2024. Further the consent of the members was received in
the Extra Ordinary General Meeting of the company held on 23^rd May, 2024 for issue of bonus shares to the eligible
members of the company holding equity shares of Rs. 10/- each.

Initial Public Offer: Further the Company has made allotment of 10,40,000 Equity Shares of Face Value of Rs.10/-
each at a price of Rs.71/- per Equity Share (including a share premium of Rs.61/- per Equity Share) through an Initial
Public Offer (IPO) in the Board Meeting held on 18^th February, 2025. The approval of which was obtained in the meeting
of the Board of Directors held on 12^th July, 2024 and approval of shareholders was received in the Extra Ordinary
General Meeting held on 06^th August, 2024.

Total Paid-up Capital of Rs. 3,84,00,000/- (Three Crore Eighty Four Lakhs only) listed on the SME Platform of
BSE Limited on 21^st February, 2025.

Utilization of IPO Proceeds:

The Company raised funds of Rs. 7,38,40,000/-through Initial Public Offering (IPO). Out of which the amount of Rs.
2,35,97,952/- has been utilized up to 31.03.2025 in the manner as proposed in the Offer Document, the details of which
are hereunder:

Original Object	Modified Object, if any	Original Allocation	Modified allocation, if any	Funds Utilised	Amount of Deviation/ Variation for the quarter according to applicable object	Remarks if any
• Funding Working Capital Requirement of the Company • General Corporate Purposes • Issue Related Expenses	Not Applicable	7,38,40,000/-	Not Applicable	2,35,97,952	Not Applicable	No Deviation or Variation

Further, there is no deviation/variation in the utilization of the proceeds raised through IPO.

3. Issue of Equity Share with Differential Rights

The Company has not issued any Equity Shares with differential rights during the year under review.

4. Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

5. Employee Stock Option

During the year there is no employee stock option scheme approved.

8. Transfer of Shares and Unpaid/ Unclaimed Dividend to Investor Education and Protection Fund:

During the Year under review, the Company was not required to transfer the equity shares/unclaimed dividend to
Investor Education and Protection Fund (IEPF) pursuant to provisions of Section 124 and 125 ofthe Act.

9. Demat Suspense Account/ Unclaimed Suspense Account:

There were no outstanding shares lying in the demat suspense account/ unclaimed suspense account and therefore,
disclosure relating to the same is not applicable.

10. Subsidiary/Joint Venture/ Associate Company:

The Company does not have any Subsidiary, Associate, Joint Venture or Holding Company during the year under review.

11. 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 with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed to this
Report as Annexure- A.

12. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report, as required under Regulation 34 read with Schedule V to the Listing
Regulations, forms part of this Report as Annexure-B.

13. Particulars of Employees:

A statement containing the names and other particulars of employees in accordance with the provisions of Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is appended as Annexure-C to this Report.

No employee has received remuneration in excess of the limits set out in Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 during FY 2024-25.

14. Directors and Key Managerial Personnel (KMPS):

Details of Directors and Key Managerial Personnel (KMPs) as on 31^st March, 2025 are as follows:

S.No.	DIN/PAN	NAME	DESIGNATION
01	00223360	Mr. Kamlesh Mehta	Managing Director
02.	09553312	Mrs. Rina Mehta	Whole Time Director
03.	09577144	Mr. Chetan Moonat	Non-Executive Director
04.	08149472	Mr. Deepak Mehta	Non-Executive-Independent Director
05.	07989428	Mr. Nitesh Kumar Barbeta	Non-Executive-Independent Director
06	DYFPM6040C	Ms. Aashi Mehta	Chief Financial Officer (CFO)- KMP
07	CAZPR2337A	Mr. Akash Rajput*	Company Secretary & Compliance Officer (CS)- KMP

* Mr. Akash Rajput was appointed as Company Secretary & Compliance Officer of the Company with effect from
20^th June, 2025

In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience, expertise including the
proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

During the Year under review, following were the changes took place the Board composition and KMPs:

Mr. Kamlesh Mehta was appointed as an Executive Director with effect from. 30^th September, 2023, later his designation was
changed to Managing Director Appointed for 5 years with effect from 23^rd May, 2024.

Mrs. Rina Mehta was appointed as a Non-Executive Director on 30^th September, 2022, and later her designation was changed
to Whole Time Director appointed for 5 years with effect from 23^rd May, 2024.

Mr. Deepak Mehta was appointed as an Additional Director of the company with effect from 23^rd March, 2024 after that he was
regularized as an Independent Director of the company, not liable to retire by rotation, for the period of 5 (Five) years with
effect from 04^th April, 2024 till 21^st February, 2029.

Mr. Nitesh Kumar Barbeta was appointed as an Additional Director of the company with effect from 29th April, 2024 after that
he was regularized as an Independent Director of the company, not liable to retire by rotation, for the period of 5 (Five) years
with effect from 23^rd May, 2024 till 22^nd May, 2029.

Mr. Baboo Lal Mehta was appointed as Executive Director of the Company with effect from 29th April, 2024 and he resigned
from the post of Executive Director of the Company with effect from 04th June, 2024.

Ms. Pooja Wadhwani was appointed as Company Secretary and Compliance Officer of the Company with effect from
23^rd March, 2024 and she resigned from the post of Company Secretary & Compliance Officer of the Company with effect
from. 01^st April, 2025.

Mr. Akash Rajput was appointed

Retired by Rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and
Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Mr. Chetan Moonat (DIN:
09577144), Non-Executive director, retires by rotation at the ensuing AGM and being eligible, offers himself for re¬
appointment.

Appropriate resolution for his re-appointment is being placed for your approval at the ensuing Annual General Meeting. The
brief profile of Mr. Chetan Moonat (DIN: 09577144), Non-Executive director and other related information has been detailed
in the Annual Report.

The Board recommends the re-appointment of Mr. Chetan Moonat (DIN: 09577144), in the ensuing AGM.

Declaration by the Independent Directors:

All Independent Directors of the Company have furnished a declaration pursuant to Section 149(7) of the Companies Act,
2013 affirming compliance to the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no
change in the circumstances which may affect their status as Independent Director during the year. Independent Directors have
also submitted declaration that they have registered themselves on the online data bank of Indian Institute of Corporate Affairs
(IICA) in accordance with the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019.

Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all Independent
Directors are independent of the Management and have fulfilled the conditions as specified in the Companies Act, 2013 and
the Rules made there under and as per Regulation 25 of SEBI (LODR) Regulations, 2015.

Independent Directors are not liable to retire by rotation, in terms of Section 149(13) ofthe Act..

Disclosure by Directors: -

During the year declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013.
The Board appraised the same and found that none ofthe director is disqualified for holding office as director.

15. Meetings of the Board of Directors:

During the Year under review, 15 (Fifteenth) Board Meetings were held. The intervening gap between 2 Meetings was not
more than 120 days. The details of Meetings and attendance of each Director at those Meetings during the year are as under:

Sr. No.	Date on which Meetings of Board of Directors were held	Total Strength of the Board	No. of Directors Present
01.	04.04.2024	4	4
02.	29.04.2024	4	4
03.	23.05.2024	6	6
04.	29.05.2024	6	6
05.	04.06.2024	6	6
06.	10.06.2024	5	5
07.	23.06.2024	5	5
08.	29.06.2024	5	5
09.	04.07.2024	5	5
10.	08.07.2024	5	5
11.	12.07.2024	5	5
12.	24.10.2024	5	5
13.	01.01.2025	5	5
14.	30.01.2025	5	5
15.	18.02.2025	5	5

Attendance of Directors at the Board Meetings: -

Sr. No.	Name of Director	No. of Meetings Held	No. of Meetings Attended
01.	Mr. Kamlesh Mehta	15	15
02.	Mrs. Rina Mehta	15	15
03.	Mr. Chetan Moonat	15	15
04.	Mr. Deepak Mehta	15	15
05.	Mr. Nitesh Kumar Barbeta	15	13
06.	Mr. Baboo Lal Mehta	15	03

The Board has three committees which have been constituted in compliance with the requirements of the relevant provisions
of applicable laws and statutes. The following are the details of the Board Committees during the Financial Year 2024-2025:

The following Statutory Committees have been constituted by the Board of Directors of the Company:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Audit Committee: -

The Board of Directors of our Company has, in pursuance to provisions of Section 177 of the Companies Act, 2013, or any
subsequent modification(s) or amendment(s) thereof in its Meeting held on 04th June, 2024, constituted Audit Committee.

The constitution of the Audit Committee is as follows:

Name of the Directors	Designation	Nature of Directorship
Mr. Deepak Mehta	Chairman	Independent Director
Mr. Nitesh Kumar Barbeta	Member	Independent Director
Mr. Kamlesh Mehta	Member	Managing Director

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

The Role of Audit Committee not limited to but includes: -

i. The recommendation for the appointment, re-appointment and, if required, the replacement or removal of the auditor,
their remuneration and fixation of terms of appointment of the Auditors of the Company;

ii. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;

iii. Examination of financial statement and auditors’ report thereon including interim financial result before submission to the
Board of Directors for approval;

a. Changes, if any, in accounting policies and practices and reasons for the same;

b. Major accounting entries involving estimates based on the exercise of judgment by management;

c. Significant adjustments made in the financial statements arising out of audit findings;

d. Compliance with listing and other legal requirements relating to financial statements;

e. Disclosure of any related party transactions.

f. Qualifications in the draft audit report.

iv. Approval or any subsequent modification of transactions of the Company with related party; Provided that the Audit
Committee may make omnibus approval for related party transactions proposed to be entered into by the company subject
to such conditions as may be prescribed under the Companies Act, 2013 or any subsequent modification(s) or
amendment(s) thereof;

Provided further that in case of transaction, other than transactions referred to in section 188 of Companies Act 2013 or
any subsequent modification(s) or amendment(s) thereof, and where Audit Committee does not approve the transaction, it
shall make its recommendations to the Board;

Provided also that in case any transaction involving any amount not exceeding one crore rupees is entered into by a
director or officer of the company without obtaining the approval of the Audit Committee and it is not ratified by the Audit
Committee within three months from the date of the transaction, such transaction shall be voidable at the option of the
Audit Committee;

v. Reviewing, with the management, and monitoring the statement of uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the
offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of
proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

vi. Scrutiny of Inter-corporate loans and investments;

vii. Reviewing and discussing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

viii. To review the functioning of the Whistle Blower mechanism, in case the same is existing;

ix. Valuation of undertakings or assets of the company, where ever it is necessary;

x. Evaluation of internal financial controls and risk management systems and reviewing, with the management, performance
of internal auditors, and adequacy of the internal control systems; and

xi. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case
of non-payment of declared dividends) and creditors;

xii. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function
or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate; and

xiii. Carrying out any other function as assigned by the Board of Directors from time to time.

Review of Information

i. Management discussion and analysis of financial condition and results of operations;

ii. Statement of significant related party transactions (as defined by the audit committee), submitted by management;

iii. Management letters / letters of internal control weaknesses issued by the statutory auditors;

iv. Internal audit reports relating to internal control weaknesses; and

v. The appointment, removal and terms of remuneration of the Internal Auditor.

Powers of Committee

i. To investigate any activity within its terms ofreference;

ii. To seek information from any employees;

iii. To obtain outside legal or other professional advice; and

iv. To secure attendance of outsiders with relevant expertise, if it considers necessary.

Quorum and Meetings

The audit committee shall meet as and when required to discuss and approve the items included in its role. The quorum of the

meeting of the Audit Committee shall be one third of total members of the Audit Committee or 2, whichever is higher, subject

to minimum two Independent Director shall present at the Meeting.

Sr. No.	Date on which Meetings were held	Total Strength of the Committee	No. of Members Present	Meetings Attended by
01.	23.06.2024	3	3	3
02.	06.08.2024	3	3	3
03.	24.10.2024	3	3	3
04.	18.02.2025	3	3	3

Stakeholders Relationship Committee: -

The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013, or any
subsequent modification(s) or amendment(s) thereof in its Meeting held on 04^th June, 2024, constituted Stakeholders
Relationship Committee.

The constitution of the Stakeholders Relationship Committee is as follows:

Name of the Directors	Designation	Nature of Directorship
Mr. Deepak Mehta	Chairman	Independent Director
Mr. Nitesh Kumar Barbeta	Member	Independent Director
Mr. Kamlesh Mehta	Member	Managing Director

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

Terms of Reference

Role of Stakeholder Relationship Committee not limited to but includes:

i. Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares;

ii. Redressal of shareholder and investor complaints like transfer of Shares, non-receipt of balance sheet, non-receipt of
declared dividends etc.;

iii. Issue duplicate/split/consolidated share certificates;

iv. Dematerialization/Rematerialization of Share;

v. Review of cases for refusal of transfer / transmission of shares and debentures;

vi. Reference to statutory and regulatory authorities regarding investor grievances and to otherwise ensure proper and timely
attendance and redressal of investor queries and grievances; Provided that inability to resolve or consider any grievance
by the Stakeholders Relationship Committee in good faith shall not constitute a contravention of Section 178 of
Companies Act, 2013 or any subsequent modification(s) or amendment(s) thereof.

vii. Such other matters as may be required by any statutory, contractual or other regulatory requirements to be attended to by
such committee from time to time.

Quorum and Meetings

The Stakeholders Relationship Committee shall meet as and when require to discuss and approve the items included in its role.

The quorum shall be one third of total members of the Stakeholders Relationship Committee or 2 members, whichever is

higher.

Sr. No.	Date on which Meetings were held	Total Strength of the Committee	No. of Members Present	Meetings Attended by
01.	04.06.2024	3	3	3
02.	18.02.2024	3	3	3

Nomination and Remuneration Committee:-

The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013, or any
subsequent modification(s) or amendment(s) thereof in its Meeting held on 04^th June, 2024, constituted Nomination and
Remuneration Committee.

The constitution of the Nomination and Remuneration Committee is as follows:

Name of the Directors	Designation	Nature of Directorship
Mr. Nitesh Kumar Barbeta	Chairman	Independent Director
Mr. Deepak Mehta	Member	Independent Director
Mr. Chetan Moonat	Member	Non-Executive Director

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

Terms of Reference

Role of Nomination and Remuneration Committee not limited to but includes:

i. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other
employees;

ii. Formulation of criteria for evaluation of Independent Directors and the Board;

iii. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
and

iv. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance
with the criteria laid down, and recommend to the Board of Directors their appointment and removal and shall carry out
evaluation of every director‘s performance.

Quorum and Meetings

The Committee is required to meet at least once a year. The quorum necessary for a meeting of the Nomination and

Remuneration Committee is one third of total members of the Nomination and Remuneration Committee or 2 members,

whichever is higher.

Meetings and Attendance of the Nomination and Remuneration Committee: -

Sr. No.	Date on which Meetings were held	Total Strength of the Committee	No. of Members Present	Meetings Attended by
01.	04.06.2024	3	3	3
02.	18.02.2024	3	3	3

Separate Meeting of the Independent Directors:

The Independent Directors of your Company, in a separate meeting held on 18th February, 2025, inter alia, discussed the
following:

0 Reviewed the performance ofNon-Independent Directors of the Company and the Board as a whole;

0 Reviewed the performance of the Chairman of the Company taking into account the views of Executive Directors and
Non- Executive Directors; and

0 Assessed the quality, quantity and timelines of flow ofinformation between the Company, management and the Board that
is necessary for the Board to effectively and reasonable perform their duties.

All Independent Directors of the Company were present at the Meeting.

General Meetings:

During the year under review, the following General Meetings were held, the details of which are given as under:

Sr.No.	Type of General Meeting	Date of General Meeting
01.	Extraordinary General Meeting	04.04.2024
02.	Extraordinary General Meeting	23.05.2024
03.	Annual General Meeting	06.08.2024

16. Formal Evaluation of the Performance of the Board, Committee and Individual Directors:

In terms ofthe provisions of Section 134(3)(p) ofthe Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014,
the Nomination and Remuneration Committee has carried out the annual evaluation of Individual Directors of the
Company; and the Board of Directors has carried out the annual evaluation of the performance of the Board and its
Committees and Independent Directors. Further, Independent Directors also reviewed the performance of the Non¬
Independent Director and Board as a Whole and performance of the Chairman. The evaluation sheet for evaluation of
Board, Committees and Directors/Chairman were circulated to the respective meetings of the Board, Nomination and
Remuneration Committee and Independent Directors Separate Meeting.

The performance of the Board is evaluated based on composition of the Board, its Committees, performance of duties and
obligations, governance issues etc. The performance of the Committees is evaluated based on adequacy of terms of
reference of the Committee, fulfilment of key responsibilities, frequency and effectiveness of meetings etc. The
performance of individual Directors and Chairman was also carried out in terms of adherence to code of conduct,
participation in board meetings, implementing corporate governance practices etc.

The Independent Directors are evaluated based on their participation and contribution, commitment, effective
deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and
maintenance of confidentiality and independence of behaviour andjudgement.

17. Auditors:

1. Statutory Auditors & its Audit Report:-

At the Annual General Meeting (“AGM”) of the Company held on 06^th August, 2024, M/S DCJ AND ASSOCIATES,
Chartered Accountants, having FRN: 015039C, was appointed as the Statutory Auditors of the Company for a term of
5 years, to hold office from 06^th August, 2024 till the conclusion of AGM of year 2029.

The Notes to the Financial Statements referred in the Auditors’ Report are self-explanatory and therefore do not call

for any comments under Section 134 of the Act. The Report given by the Statutory Auditors on the Financial
Statements of the Company is a part of this Annual Report. There were no qualifications, reservations, and adverse
remark or disclaimer given by the Statutory Auditors in their Report.

Reporting of Fraud by Statutory Auditors:-

During the year under review, the Statutory Auditors have not reported any instance of fraud in respect of the
Company, its officers or employees under Section 143(12) ofthe Act.

2. Secretarial Auditors & its Report: -

M/s. NPG & Co., Practicing Company Secretaries, was appointed to conduct the Secretarial Audit of the Company for
the Financial Year 2024-25, as required under Section 204 of the Act and Rules made thereunder. The Secretarial
Audit Report in Form MR-3 for the Year ended 31^st March, 2025 forms part ofthis Report as Annexure-D.

There are no qualifications or reservations or adverse remarks or disclaimer in the said Secretarial Audit Report.

3. Cost Auditor: -

The provisions of Section 148 of the Act and rules thereof are not applicable to the Company. Hence, the appointment
of the Cost Auditor is not required.

18. Dematerialisation of Shares:

The Promoters and Promoter group have dematerialized 100% of their shareholding as on the date of this report.

19. Particulars of Loans, Guarantees, Securities and Investments under section 186:

The particulars of loans, guarantees or investments, if any, made during the Financial Year 2024-25, are disclosed in the
notes attached to and forming part of the Financial Statements of the Company, prepared for the Financial Year ended
31^st March, 2025.

20. Material changes between the dates of the end of Financial Year and the Directors’ Report:

There have been no material changes and commitments, affecting the financial position of the Company between the end
of the Financial Year of the Company to which the Financial Statements relate and the date of the Report.

21. Internal Financial Control System and their Adequacy:

The Company has in place proper system of internal financial control which is commensurate with size and nature of
business. The Company has an Audit Committee headed by the Independent Director, inter-alia, to oversee company’s
financial reporting process, disclosure of financial information, and reviewing the performance of statutory and internal
auditors with management.

22. Annual Return as per section 92(3) of the Act:

Pursuant to provisions of Section 134(3)(a) and Section 92(3) ofthe Companies Act, 2013 read with Rule 12(1) ofthe Companies
(Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company for Financial
Year2024-25 is available on the Company’s website at web link https://lkmehtapolymersltd.com/annual-reports/.

23. Related Party Transactions:

During the financial year 2024-2025, all contracts/ arrangements/ transactions entered into by the Company with its
related parties were reviewed and approved by the Audit Committee and the Board. Prior omnibus approvals were
obtained from the Audit Committee for related party transactions which were of repetitive nature, entered in the ordinary
course of business and on an arm’s length basis. No transaction with any related party was in conflict with the interest of
the Company.

All Related Party Transactions that were entered into during the financial year were on an arm’s length basis, in the
ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act’)
and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

In compliance with the Act and the Listing Regulations, the Company has formulated a Policy on Related Party
Transactions (RPTs) and manner of dealing with RPTs. The updated Policy can be accessed on the Company’s
https://lkmehtapolvmersltd.com/policv-conduct/.

24. Disclosures as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Constitution of Internal Complaints Committee:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition
and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The Policy aims to provide
protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters
connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

Pursuant to Section 4 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013, the Directors has constituted Internal Complaints Committee in the Company for the purpose of redressal of the
complaints of the women employees and for rendering all assistance to the woman employee making the complaint.

The details of complaints during the financial year are as follows:

Number of complaints of Sexual harassments received during the year : Nil

Number of complaints disposed of during the year : Nil

Number of cases pending for more than 90 days : Nil

Number of awareness programmes conducted : Nil

During the year under review, the Company has not received any grievance/complaint from any women employee.

26. Risk Management:

The Company has established a well-defined process of risk management, wherein the identification, analysis and
assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and
implementation of the same takes place in a structured manner. Though the various risks associated with the business
cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the
Company. Necessary internal control systems are also put in place by the Company on various activities across the board
to ensure that business operations are directed towards attaining the stated organizational objectives with optimum
utilization of the resources. The company has developed and implemented risk management policy. Company has an
effective risk management system to keep track of business and operational hazards. All major functions and divisions are
responsible for independently monitoring risks in their respective areas of operations. The risk management process is
overseen by the Company''s board of directors.

The Company, through its risk management process, aims to contain the risks within its appetite. There are no risks which
in the opinion of the Board threaten the existence of the Company.

27. Vigil Mechanism/Whistle Blower Policy:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of
Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the
Act and the applicable provisions of the Listing Regulations. Employees can raise any suspected or actual violations to the
Code of Conduct. Specifically, employees can raise concerns regarding any discrimination, harassment, victimization,
any other unfair practice being adopted against them or any instances of fraud by or against your Company. The Company
has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of
employees and the Company. The Board has approved the Policy for Vigil Mechanism which is available on the website of
the Company at https://1kmehtapolvmersltd.com/policv-conduct/

During the year under review, there was no incidence/case reported under the above provisions.

28. Corporate Governance:

The Company adheres to the best Corporate Governance practices and always works in the best interest of its
stakeholders. The Company has incorporated the appropriate standards for corporate governance.

Further, the Company is listed on SME Platform of BSE Limited and as such pursuant to Regulation 15(2) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Regulations 17 to 27 (Corporate Governance
Provisions) of the Listing Regulations are not applicable to the Company.

Your Company also undertakes that whenever these regulations become applicable to our Company at a later date, the
Company will comply with the requirements of the above regulations within the timelines prescribed under these
regulations.

29. Significant and Material Orders Passed by the Regulators or Courts or Tribunals:

There was no material order passed by Regulators/ Courts/ Tribunals during the year under review impacting the going
concern status and company’s operations in future.

30. Corporate Social Responsibility (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fall
under the criteria/ limits mentioned in the said Section of the Act.

31. Secretarial Standard Compliance:

During the year under review, the Company has complied with all applicable Secretarial Standards issued by Institute of
Company Secretaries of India (ICSI) and approved by the Central Government pursuant to Section 118 ofthe Act.

32. Code of Conduct for Prevention of Insider Trading:

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the

Company has adopted the Code of Conduct for Prevention of Insider Trading to regulate the dealing in securities by the
directors and employees of the Company. The Code requires pre-clearance from the authorised person of the Company for
dealing in the Company’s shares and prohibits the purchase or sale of the Company’s shares by the directors and
employees while in possession of unpublished price sensitive information in relation to the Company or its securities.

The Company has appointed the Company Secretary as the Compliance Officer to ensure compliance of the said Code by
all the directors and employees likely to have access to unpublished price sensitive information.

33. Subsidiaries/ Associates and Joint Venture of the Company:

As on March 31, 2025, the Company does not have any subsidiary or joint venture or associate Company also our
company is not a subsidiary to any other company, therefore your company is not required to any compliances as such.

34. Proceedings Initiated/ Pending against the Company under the Insolvency and Bankruptcy Code, 2016:

There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016 which
materially impact the business of the Company.

35. Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation
done while taking loans from the Banks or Financial Institution along with the reasons thereof:

There are no such events occurred during the period from April 01,2024 to March 31,2025, thus no valuation is carried out
for the one-time settlement with the Banks or Financial Institutions.

36. A statement by the company with respect to the Compliance to the Provisions Relating to the Maternity Benefits
Act, 1961.

The company has complied with the applicable provisions of the Maternity Benefit Act, 1961. It has ensured that all
eligible female employees are extended the benefits mandated under the act, including paid maternity leave, nursing
breaks, and protection from dismissal during the maternity leave.

The company remains committed to provide a safe, supportive and inclusive work environment and continues to
implement policies that support the health and well being of women employees, especially during maternity and post
maternity periods.

37. Directors’ Responsibility Statement:

Pursuant to the requirement under section 134(5) of the Companies Act, 2013 with respect to Directors’ Responsibility
Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the Financial year ended 31st March, 2025, the applicable accounting
standards had been followed along with proper explanation relating to material departures;

(ii) The Directors had 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 31st March,
2025 and of the Profit and Loss of the Company for that period;

(iii) The Directors had 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;

(iv) The Directors had prepared the annual accounts on a going concern basis;

(v) 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;

(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.

38. Acknowledgments:

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all
levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during
the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks,
government, business associates and the shareholders for their continued confidence reposed in the Company and look
forward to having the same support in all future endeavors.

Registered office: For, L.K.MEHTA POLYMERS LIMITED

1103/2, Mhow-Neemuch Road, Ratlam
Madhya Pradesh, India,457001

Kamlesh Mehta Rina Mehta

Place: Ratlam Chairman & Managing Director Whole Time Director

Date: 02.09.2025 DIN: 00223360 DIN: 09553312