The Directors of POLYLINK POLYMERS (INDIA) LIMITED are delighted to present the 32nd AnnualReport along with the Audited Financial Statements of the Company for the financial year endedMarch 31, 2025.
The Audited Financial Statements of the Company as on March 31, 2025, are prepared in accordancewith the relevant applicable Indian Accounting Standards (“Ind AS”) and Regulation 33 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015 (“SEBI
Listing Regulations”) and the provisions of the Companies Act, 2013 (“Act”).
The summarized financial highlight is depicted below: (Figure in Lakhs)
Particulars
Financial Year 2024-25
Financial Year 2023-24
Revenue from operation
9123.33
7466.74
Other income
27.71
24.30
Total Revenue
9,151.04
7491.04
Expenses
Inventory
6933.90
5717.60
Employee benefit expense
421.54
336.92
Finance Charges
36.58
22.16
Provision for Depreciation
101.34
95.33
Other Expenses
1360.27
1087.64
Total Expenses
8853.63
7259.65
Profit before tax
297.41
231.39
(-) Tax
84.21
58.21
Net Profit after tax
213.20
173.18
(-)Other Comprehensive Income
(4.32)
(0.58)
Total Comprehensive Income
208.88
172.60
Closing Balance of Retained Earnings
1,884.75
1675.87
The Company's financial performance during the year under review demonstrates robust growth. Thetotal revenue for the financial year ended March 31, 2025, stood at Rs. 9,151.04 Lakhs, marking asignificant increase of 22.16% compared to Rs. 7,491.04 Lakhs reported for the preceding financialyear ended March 31, 2024.
Furthermore, the Net Profit after Tax for the financial year ended March 31, 2025, was recorded atRs. 213.20 Lakhs, as against Rs. 173.18 Lakhs for the financial year ended March 31, 2024. Thisrepresents a commendable increase of 23.11%.
The retained earnings of the Company also exhibited a healthy growth, increasing to Rs. 1,884.75Lakhs as on March 31, 2025, from Rs. 1,675.87 Lakhs as on March 31, 2024, registering an increaseof 12.46%.
Your company is manufacturing of all types of polymers, Polymeric compounds and co-polymersrequired as sources material for cables of all types including power cables XLPE cables andTelecommunication cables.
During the year, the Company has not apportioned any amount to other reserve. The profit earnedduring the year has been carried to the balance sheet of the Company.
In light of the Company's strategic growth objectives and the need to conserve resources for futureexpansion and strengthening of the financial position, the Board of Directors, after due deliberation,has decided not to recommend any dividend for the financial year 2024-25.
Four meetings of the Board were held during the year under review. For details of meetings of theBoard, please refer to the Corporate Governance Report, which is a part of this report.
During the year there have been no material changes and commitments, if any, affecting thefinancial position of the Company, which have occurred between the end of the financial year of theCompany to which the financial statements relate till the date of the report.
During the year under review, there was no change in the nature of business of the Company.
The contents of Nomination and Remuneration Policy of the Company prepared in accordance withthe provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 are provided in the CorporateGovernance Report. The Policy may be referred to at the Company's website atwww.polylinkpolymers.com
Polylink Polymers India Limited continues to operate as a subsidiary of KHL Finance Limited(formerly known as HWL Trader Limited). As of March 31, 2025, KHL Finance Limited maintains asignificant controlling interest, holding 60.50% of the total equity share capital of Polylink PolymersIndia Limited. This strategic investment underscores our continued commitment to the growth andperformance of Polylink Polymers India Limited within our consolidated business operations.
There are no Subsidiary, Joint Ventures or Associate Companies and neither have ceased to beSubsidiary, Joint Venture or Associate Companies during the year.
During the year under review, there were no significant or material orders passed by any regulatorsor court or tribunal, which can impact the going concern status of the company and /or its futureoperations.
There was no change in the share Capital of the Company during the year under review.
Your Company has not accepted any deposits from the public within the meaning of Section 73 and74 of the Companies Act, 2013 and read with the Companies (Acceptance of Deposits) Rules, 2014 forthe year ended 31st March, 2025.
The Board believes the independent directors appointed or re-appointed are individuals of integritywho have the necessary expertise and experience, including proficiency. Necessary details regardingthe appointment and re-appointment as required under the Companies Act, 2013 and SEBI ListingRegulations, 2015 are given in the notice of 32nd Annual General Meeting. The aforesaid appointmentsare subject to approval of shareholders at the Annual General Meeting.
Mr. Uma Shankar Bhartia (DIN: 00063091) who retires by rotation and being eligible, offers himselffor re-appointment. A resolution seeking shareholders’ approval for his re-appointment forms part ofthe Notice.
Pursuant to the provisions of Section 149 of the Act, the independent directors have submitteddeclarations that each of them meets the criteria of independence as provided in Section 149(6) of theAct along with the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.There has been no change in the circumstances affecting their status as independent directors of theCompany.
During the year under review, Mr. Krishna Murari Lal, who served two successful terms with thecompany, concluded his term on August 4, 2024. The Board of Directors extends its sincere gratitudeto Mr. Krishna Murari Lal (DIN: 00016166) for his invaluable contributions and dedicated serviceduring his tenure as an Independent Director.
His insights and guidance have been instrumental to the Board's deliberations and the Company'sstrategic direction, and we wish him the very best in his future endeavors.
As per recommendation of Nomination and Remuneration Committee the board in its meeting heldon 29th May, 2024 has approved appointment of Mr. Ashwini Nagia (DIN: 10637754) as anIndependent Director with effect from 05th August, 2024.
During the financial year 2024-25, The Board is pleased to report that, following the expiration ofprevious term of Mr. Ravi Prakash Goyal (DIN: 00040570) Whole-Time Director was reappointed asWhole-Time Director and Key Managerial Personnel on a contractual basis for a further period ofthree years, commencing February 8, 2025. This reappointment was duly approved by theshareholders through a postal ballot, the results of which were declared on March 21, 2025. In additionto his salary and perquisites, Mr. Ravi Prakash Goyal continues to be entitled to other companycontributions as per the Human Resources Policy."
During the period under review, Mr. Dilip Nikhare the Company Secretary and Compliance officer ofthe company has resigned from the position on June 25, 2025.
During the year under review, the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company, other than sitting fees, commission, if any andreimbursement of expenses incurred by them for the purpose of attending meetings of the Board /Committee of the Company.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Companyare:
1. Mr. Ravi Prakash Goyal (Whole Time Director),
2. Mr. Manoj Gohil (Chief Financial Officer),
3. Mr. Dilipkumar Nikhare (Company Secretary and compliance officer)*
*Mr. Dilip Nikhare has resigned from the office w.e.f. 25.06.2025
The Board of Directors has carried out an annual evaluation of its own performance, board andcommittees pursuant to the provisions of the Act and SEBI Listing Regulations.
The Board evaluated its own performance through a comprehensive process, gathering input from alldirectors. This assessment was based on several key criteria, including the Board's composition andstructure, the effectiveness of its processes, the quality of information provided, and its overallfunctioning.
The performance of the committees was evaluated by the board after seeking inputs from thecommittee members based on criteria such as the composition of committees, effectiveness ofcommittee meetings, etc.
In a separate meeting of independent directors, performance of non-independent directors, the Boardas a whole and the Chairman of the Company was evaluated, taking into account the views ofexecutive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of individualdirectors on the basis of criteria such as the contribution of the individual director to the board andcommittee meetings like preparedness on the issues to be discussed, meaningful and constructivecontribution and inputs in meetings, etc.
At the board meeting that followed the meeting of the independent directors and meeting ofNomination and Remuneration Committee, the performance of the Board, its committees andindividual directors was also discussed. Performance evaluation of Independent Directors was doneby the entire Board, excluding the independent director being evaluated.
The Audit Committee has oversight in the area of financial risks and controls. The major risksidentified by the businesses and functions are systematically addressed through mitigating actionson a continuing basis. A well-defined and established system of internal audit is in operation toindependently review and strengthen these control measures, which is carried out by a reputed firmof Chartered Accountants. The Audit Committee of the Company regularly reviews the reports of theinternal auditors and recommends actions for further improvement of the internal controls.
The objective of Risk Management at PPIL is to create and protect shareholder value by minimizingthreats or losses, and identifying and maximizing opportunities. An enterprise-wide risk managementframework is applied so that effective management of risks is an integral part of every employee’s job.The Company is manufacturing of all types of polymers, Polymeric compounds and co-polymersrequired as sources material for cables of all types including power cables XLPE cables andTelecommunication cables.
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 structuredmanner. Though the various risks associated with the business cannot be eliminated completely, allefforts are made to minimize the impact of such risks on the operations of the Company. Necessaryinternal control systems are also put in place by the Company on various activities across the boardto ensure that business operations are directed towards attaining the stated organizational objectiveswith optimum utilization of the resources. Apart from these internal control procedures, a well-definedand established system of internal audit is in operation to independently review and strengthen thesecontrol measures, which is carried out by a reputed firm of Chartered Accountants. The AuditCommittee of the Company regularly reviews the reports of the internal auditors and recommendsactions for further improvement of the internal controls.
The Company does not fall in any of the criteria of Section 135 of the Companies Act, 2013 read withthe Companies (Corporate Social Responsibility Policy) Rules, 2014 and hence the Company is notrequired to comply with the same.
Your company has taken all the necessary steps to insure its properties and insurable interests, asdeemed appropriate and also as required under the various legislative enactments.
Attracting, enabling and retaining talent have been the cornerstone of the Human Resource functionand the results underscore the important role that human capital plays in critical strategic activitiessuch as growth. The Company had total 45 employees as on 31st March, 2025.
Your Company enjoys the status of “One Star Export House”
Your company is making continues endeavor to enter into new area of market. The high standard anddevelopment will ensure cost reduction, cost control and new product mix which preliminary affectthe bottom line of the company.
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability,confirm that:
i. In the preparation of the annual accounts for FY 2024-25, the applicable accounting standards havebeen followed and there are no material departures;
ii. They have selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company at the end of the FY 2024-25 and of the profit of the Company for that period;
iii. They have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
iv. They have prepared the annual accounts on a going concern basis; and
v. They have laid down internal financial controls to be followed by the Company and such internalfinancial controls are adequate and operating effectively;
vi. They have devised proper systems to ensure compliance with the provisions of all applicable lawsand that such systems are adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established andmaintained by the Company, the work performed by the internal, statutory and secretarial auditorsand external consultants, including the audit of internal financial controls over financial reporting bythe statutory auditors and the reviews performed by management and the relevant board committees,including the audit committee, the Board is of the opinion that the Company’s internal financialcontrols were adequate and effective during FY 2024-25.
As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,following Directors are liable to retire by rotation and seeking appointment / reappointment at theensuing Annual General Meeting is annexed to the notice convening 32nd Annual General Meeting.Following directors are liable to retire/appoint/reappoint in ensuing Annual General Meeting.
1. Mr. Uma Shankar Bhartia (DIN: 00063091)
2. Mrs. Jyoti shastri (DIN: 06387317 Non-Executive Independent Director)
Disclosures of the ratio of Remuneration of each director to the median employee's remuneration andother details as require with respect to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014 are givenin the ANNEXURE - IV of the Director Report.
Particulars of Employee of the company who are covered by the provisions contained in Rule 5(2) andRule 5 (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 areas under:
Employee throughout the Year: NilEmployee for part of the year: Nil
The Detail of remuneration paid to the directors including executive directors of the Company aregiven in draft Form MGT 7 available at the websites of the company at www.polylinkpolymers.com .
The Company has duly constituted and reconstituted the following statutory Committees in terms ofthe provisions of the Act read with relevant rules framed thereunder and the SEBI ListingRegulations during the reporting period and up to the date of this report.
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination and Remuneration Committee
The composition of all the above Committees, brief terms of reference, number of meetings held duringthe financial year, their dates and attendance of members at each of the Committee meetings andother details have been provided in the Corporate Governance Report as ANNEXURE VII, whichforms part of the Annual Report of the Company. There has been no instance during the year wherethe recommendations of the Committees were not accepted by the Board
Pursuant to section 139 of Companies Act 2013 read with Rule 6 of Companies (Audit and Auditors)Rules, 2014 M/s. K N Gutgutia & Co. Chartered Accountant, New Delhi having Firm Registration No.304153E were appointed by the Shareholders of the Company at their 29th Annual General Meetingheld on 30th June, 2022 from the Conclusion of that Annual General Meeting till the Conclusion of33rd Annual General Meeting at Remuneration as to be decided by the Board of Directors inconsultation of the Auditors plus applicable taxes and out of pocket expenses if any.
According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation24A of the SEBI Listing Regulations, M/s. RPSS & Co. Partner Mr. Rajesh Parekh CompanySecretaries, Ahmedabad conducted the secretarial audit for the financial year ended 31 March 2025.The Secretarial Audit Report issued by the Secretarial Audit in Form MR-3 is attached asANNEXURE V and forms part of the Directors’ Report. There are no qualifications or remarks madeby the Secretarial Auditor in their Report.
In accordance with the amended provisions of Regulation 24A of the SEBI Listing Regulations andbased on the recommendation of the Audit Committee, the Board of Directors, at their meeting heldon 8th August 2025, have approved and recommended for the Members’ approval, the appointment ofM/s. AG Shah & Associates Proprietor CS Ashish Shah, a Peer Reviewed Practicing CompanySecretary, having ICSI Membership No. A29017, COP No - 10642 and Peer Review No. 2399/2022 asthe Secretarial Auditor of the Company for term of 5 (five) consecutive years commencing from thefinancial year 2025-26.
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks intheir report are self-explanatory and do not call for any further comments from the Board.
In terms of Section 204 of the Act and Rules made their M/s. RPSS & Co. Partner Mr. Rajesh ParekhCompany Secretaries, Ahmedabad as Secretarial Auditor of the Company to conduct the audit of thesecretarial records of the company for the year ended 2024-25. The report of the Secretarial Auditorfor the F.Y 2024-25 is enclosed to this report. The report is self-explanatory and do not call for anyfurther comments from the Board.
In terms of SEBI (LODR) Regulation, 2015 the company have appointed M/s. RPSS & Co. PartnerMr. Rajesh Parekh Company Secretaries, Ahmedabad to issue a compliance report in respect ofcompliance of various rules, notices, circulars, notification etc. issued by BSE, SEBI from time to timewhich is annexed hereto as ANNEXURE VI to this report.
During the year company have complied all the circulars, notices, notification issued under variousSEBI Act and Regulations, which are applicable for the company. The Secretarial Compliance Reportfor the F.Y 2024-25 is enclosed to this report. The report is self - explanatory and do not call for anyfurther comments.
There was no instance of fraud during the year under review, which required the statutory auditorsto report to the audit committee and /or Board under section 143(12) of Act and rules framedthereunder.
The Company has a Whistle Blower Policy and has established the necessary vigil mechanism fordirectors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of ListingRegulations, to report concerns about unethical behavior.
In staying true to our values of Strength, Performance and Passion and the Company is committed tothe high standards of Corporate Governance and stakeholder responsibility. The Policy ensures thatstrict confidentiality is maintained.
The company is in compliance with the Secretarial Standard on Meeting of the Board of Directors (SS -1) and General Meeting (SS-2) issued by the Institute of Company Secretaries of India and approvedby the Central Government.
During the year under review, the Company has not given any loan or provided guarantees or madeany investments as prescribed under Section 186 of the Companies Act, 2013.
All related party transactions that were entered between the related parties during the FY 2024-25were on arm's length basis and were in the ordinary course of the business and comply the RelatedParty Transaction Policy of the Company. There are no materially significant related partytransactions made by the company with Promoters, Key Managerial Personnel or other designatedpersons which may have potential conflict with interest of the company at large except as mentionedin Form AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of theCompanies (Accounts) Rules, 2014, are given as Annexure III to this report.
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Managementand Administration) Rules, 2014, the Annual Return for FY 2024-25 is available on the website ofthe Company at
https://www.polvlinkpolvmers.eom/investor.html#Annual Return under section 92 of the CompaniesAct, 2013.
Pursuant to Section 197 of Companies act, 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 as amended, Remuneration paid to all the KeyManagerial Personnel was in accordance with remuneration Policy adopted by the Company and isattached herewith under ANNEXURE IV of this report.
In compliance with SEBI (Prohibition of Insider Trading) Regulation, 2018, the Company has adopteda Code for Prevention of Insider Trading, Code for Practice and Procedure for Fair disclosure ofUnpublished Price Sensitive Information along with Policy for Legitimate purpose with a view toregulate trading in securities by the Directors and designated employees of the Company.
The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase orsale of Company’s shares by the Directors, Insiders, Key Managerial Personnel, and designatedemployees while in possession of unpublished price sensitive information in relation to the Companyand during the period when the Trading Window is closed. The Company Secretary & ComplianceOfficer is responsible for implementation of the Code. All Board of Directors and the designatedemployees have confirmed compliance with the Code.
In terms of SEBI Regulation, 2015, a meeting of Independent Directors was held on 25th March, 2025,in absence of Non-Independent Directors and members of the Management. The Meeting was heldinter-alia, with a view to review the performance of non-independent directors and the Board as awhole, review the performance of and non-executive directors; and to assess the quality, quantity andtimeliness of flow of information between the company’s management and the Board. The details ofIndependent Directors' Meeting and familiarization program are stated in the Corporate GovernanceReport available at Company’s website under Investor Relation section.
Based on the declarations received from the Independent Directors confirming their independenceunder the provisions of Section 149 of the Act read with Regulation 16(l)(b) of the SEBI ListingRegulations, the Board, having verified the veracity of such declarations, have confirmed that theIndependent Directors fulfil the conditions of independence specified in the Act and the SEBI ListingRegulations and that they are independent of the Company’s management.
The Company has in place adequate internal financial control with reference to financial statements.Periodic audit is undertaken on continuous basis covering all the major operations. Reports of theInternal Auditors are reviewed by the management from time to time and desired actions are initiatedto strengthen the control and effectiveness of the system. During the year, such control was tested andno reportable material weaknesses were observed in the design or operation. The Internal financialcontrol with reference to financial statement as designed and implemented by the company areadequate. During the year under review, no material or serious observation has been received fromthe Internal Auditors of the company for inefficiency of such control.
The Internal Control System provides for well documented policies/guidelines, authorization andapproval procedures. Considering the nature of its business and size of operation, your companythrough its internal auditor carried out periodic audit based on the plan approved by the auditcommittee.
The Remarks of the Internal Audit, if any and the action taken report along with the status of theimplementation are reported to the Audit Committee. The above recommendation is reviewed by theAudit Committee on a regular basis and require action are initiated to strengthen the control andeffectiveness of the system. Concerns, if any, reported to the board.
Your Directors would like to draw your attention to section 20 of the Companies act, 2013 read withthe Companies (Management and administration) Rules, 2014 as may be amended from time to timewhich permit the paperless compliances and also service of notice/documents (including annualreport) through electronic mode to its shareholders.
Your Directors hereby once again appeal to all those members who have not registered their e mailaddress so far are requested to register their email address in respect of electronic holding with theirconcerned Depository participants and /or with the Company.
The Company obtained the necessary approval/Licenses from concerned GovernmentDepartment/Pollution Control Board and related environment clearance safety clearance. Thecompany continues to focus on maintenance and performance improvement of related pollution controlfacility at its manufacturing locations.
The business responsibility and Sustainability Report (BRSR) as required by regulation 34(2) (f) ofthe SEBI (listing obligations and disclosure requirements) regulations, is applicable to the top 1000listed entities based on market capitalization. We wish to inform that the Company does not fallwithin the criteria for mandatory BRSR reporting for the financial year ended March 31, 2025.
The Management Discussion and Analysis Report on the operations of the Company for the FY 2024¬25 as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015has been provided as an ANNEXURE VIII attached herewith to this report.
The Board of Directors has approved a Code of Conduct which is applicable to the Members of theBoard and all employees in the course of day-to-day business operations of the company. The Companybelieves in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any formand the Board has laid down the directives to counter such acts.
Pursuant to requirements of provisions of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 the Company has adopted the following policies currently which are available onthe portal of the company at www.polylinkpolymers.com and the links for all the policies are givenunder ANNEXURE-II of this report.
Pursuant to rule 8(5)(xi) of the Companies (Accounts) Rules, 2014, no application has been made norany proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the period underreview.
The details of difference between amount of the valuation done at the time of one-time settlement andthe valuation done while taking loan from the Banks or Financial Institutions along with the reasonsthereof under rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 are not applicable to the Companyduring the period under review.
The Company has in place a policy for the prevention of sexual harassment in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition andRedressal) Act, 2013 (“POSH Act, 2013”) The policy has been posted on the Company's websitewww.polylinkpolymers.com .
The Company has always believed in providing a safe and harassment-free workplace for everyindividual working in the Company. The Company has complied with the applicable provisions of theaforesaid Act and the Rules framed thereunder, The Company has in place a policy on SexualHarassment in line with the requirements of the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013.
a. Number of complaints filed during the financial year: 0
b. Number of complaints disposed of during the financial year: 0
c. Number of complaints pending as of the end of the financial year: 0
The information on conservation of energy, technology absorption and foreign exchange earnings andoutgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts)Rules, 2014, as amended, is provided as ANNEXURE-I of this report.
The Directors thank the Company’s employees, customers, vendors, investors and academic partnersfor their continuous support.
The Directors also thank the Government of India, Governments of various states in India,Governments of various countries and concerned Government departments and agencies for their co¬operation.
The Directors appreciate and value the contribution made by every member of the Company.
Place: Ahmedabad For, Polylink Polymers (India) Limited
Date: 08th August, 2025 By Order of the Board of Directors
Ravi Prakash Goyal Uma Shankar Bhartia
Whole Time Director Director
(DIN: 00040570) (DIN: 00063091)