The Directors have pleasure in presenting the Thirty Ninth Annual Report on the working of the Company and Audited Accounts for the year ended 31^st March, 2024.

The Previous figures has been re-arranged for the purpose of Providing Company's discontinued operation.

SHARE CAPITAL

The Authorized Share Capital of the Company as on 31^st March, 2024 is Rs.5,00,00,000 consisting of 1,00,00,000 equity shares of Rs. 5 each.

The Paid-up Share Capital of the Company is Rs.5 Crores (Previous Year: Rs.5 Crores) consisting of 1,00,00,000 equity shares of Rs.5 each.

There was no public issue, rights issue, bonus issue or preferential issue, etc., during the year. Further, the Company has not issued shares with differential voting rights or sweat equity shares, nor has it granted any stock options during the year under review.

DIVIDEND

Your Directors have not recommended any Dividend for the financial year 2023-24 due to loss incurred by the Company. TRANSFER TO RESERVE

In view of the loss for the year ended March 31,2024, there is no transfer to General Reserves of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REVIEW OF THE OPERATION, CURRENT TRENDS AND FUTURE PROSPECTS:

COMPANY PERFORMANCE

During the year, the performance of your Company was satisfactory. The turnover has decreased from Rs.212.60 Crores to Rs. 206.11 Crores due to slowdown in USA Market, the fluctuation in International raw material prices and the operations of Textile Division closed from June 16, 2023. The table below shows comparative quantitative figures of production and sales of the Company's products.

PRODUCTION AND SALES

Quantity of Production and Sale of the Company's Products

i.e., FIBC Bags and OE Spinning Yarn for the year ended 31.03.2024 and 31.03.2023 are as follows:

Multifilament Yarn**

Out of 9,70,739 Kgs. of Multifilament Yarn produced, we have captively consumed 9,28,513 Kgs. for FIBC bags production.

FIBC BAGS DIVISION

The FIBC Division has registered a Turnover of Rs.198.62 Crores as against Rs.205.17 Crores of the previous year due to slowdown in USA Market and the fluctuation in International raw material prices. The FIBC Market is highly competitive with a large number of global and regional players competing on factors such as product quality, innovation, price, distribution network and customer service.

The Strength of FIBC market are cost effective packaging solution, versatile & customizable design, wide range of applications & end use industries and FIBC bags are lightweight, durable & easy to handle. The weakness are depending on the raw material prices & its availability, compliance with regulatory standards & certifications, limited product differentiation & brand recognition and vulnerability to market fluctuation & slowdown.

The opportunities are technology advancement, product innovation, sustainability initiatives & eco-friendly solutions and strategic partnership & collaborations. The threats are fluctuation in raw material prices, intense competition from alternative packaging solutions, regulatory compliances & quality assurance requirements and economic downturns & geopolitical uncertainties.

The FIBC Market size is estimated at USD 5.14 billion in 2024, and is expected to reach USD 7.22 billion by 2029, growing at a CAGR of 5.81% during the forecast period (2024-2029).

The FIBC Market is expected to witness steady growth in the coming years driven by increasing demand from end-use industries such as agriculture, chemicals, construction, food and beverages, pharmaceuticals and logistics. Factors such as globalization, urbanization, infrastructure development and the shift towards sustainable packaging solutions are expected to drive market expansion. However, challenges such as raw material price volatility, regulatory compliance and competition from alternative packaging solutions may pose constraints to market growth. Continued investment in innovation, sustainability, digitalization and partnership are essential for industry participants to stay competitive and capitalize on emerging opportunities in the evolving FIBC market landscape.

With the continuous efforts towards strengthening the operational efficiency and cost control through the various measures such as erection of Solar Power Plant, Standardization of supply chains and other decisive internal measures, the Company is optimistic about the better financial performance in the forthcoming financial years.

OPEN END SPINNING DIVISION

The textile division has registered a Turnover of Rs.10.26 Crores as against Rs. 33.20 Crores of the previous year. On June 16, 2023, the Company has temporarily stopped the production of spinning division considering the unremunerative sale price of yarn and continuous increase in raw material prices. Subsequently, the Board of Directors at their meeting held on August 14, 2023 has approved the permanent closure of operations of this division considering the following factors persist in the past several years.

1. Market conditions are not favorable

2. Unremunerative selling price of yarn.

3. Unpredictable frequent increase in Rawmaterial prices, but no increase in selling price of yarn.

4. The performance of the division was not satisfactory.

The above factors making unviable to run the division. The Land and Buildings are currently used for phased expansion of FIBC Division. Also, the Company is in the process of selling Machineries and other movable assets of this division and is expected to complete by September 2024.

SOLAR PLANT

During the year, the Company has installed the 1.304 MW (1304 kWp) Roof Top Solar Power Plant at FIBC Division at the cost of Rs.5.78 Crores with an intent to reduce the power cost through Captive Consumption. The Solar Panels started generating powers from April 2024 onwards. The full benefits of this investment will be seen from the financial year 2024-25.

The figures of financial year 2022 - 2023 includes the details of discontinued operation (Textiles Division) during the current financial year .The Published figures of Financial year 2023 have been re-presented for the financial Reporting requirements to show the comparative results of discontinued operation as a separate line item in the Statement of profit and Loss account as required by IND AS-1

KEY FINANCIAL RATIOS

In accordance with Schedule V (B) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Key Financial Ratios for the financial year 2023-24 are given below.

There have been significant change (i.e. 25% or more) in the following ratios.

- For Serial No.3, 6, 7, 9 and 10 due to lower revenue and profitability.

- For Serial No.8 due to significant reduction in revenue from operation.

SOURCES OF FUNDS Own Funds

The Company's Net Worth has decreased to Rs.5,142.67 Lakhs as on 31^st March, 2024 as against Rs.5,325.41 Lakhs of the previous year.

Equity

The Company's equity comprises 1,00,00,000 equity shares with a face value of Rs.5 per share, with Promoters holding of 47.79 % as on 31^st March, 2024.

Book Value

The Book Value of shares as on 31^st March, 2024 is Rs.51.43 per share.

Other Equity

The Company's other equity decreased to Rs. 4,642.67 Lakhs as on 31^st March, 2024 as against Rs. 4,825.41 Lakhs of the previous year. Free reserves constitute 100% of the other equity.

Long Term Borrowings

The Company's Long Term borrowings stood at Rs. 2,599.90 Lakhs as on 31^st March, 2024, compared to Rs. 1,851.66 Lakhs of the previous year as detailed below.

APPLICATION OF FUNDS Gross Block

The Company's Gross Block of Fixed Assets increased to Rs. 9,537.11 Lakhs as against Rs. 8,436.82 Lakhs of the previous year.

RISK MANAGEMENT

The Company has robust management architecture. The Company identifies categories, maps mitigation strategies and monitors potential risks. The strategies are drawn up considering potential risks within the short / medium / long term outlook:

BOARD OF DIRECTORS

Shri R. Ramji (DIN: 00109393) was re-appointed as Managing Director of the Company for a period of 3 years from 01-04-2024 to 31-03-2027 at the Annual General Meeting held on 25-08-2023.

In accordance with the provisions of the Companies Act, Shri S.V. Ravi (DIN: 00121742) Director retire by rotation at the ensuing Annual General Meeting and is being eligible offer himselves for reappointment.

Key Managerial Personnels (KMPs)

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the KMPs of the Company as on date are;

1. Shri R. Ramji, Managing Director

2. Shri S. Seenivasa Varathan, Chief Financial Officer

3. Shri A. Emarajan, Company Secretary & Compliance Officer

4. Shri B. Ponram, Chief Operating Officer

Appointment of Independent Directors

The Independent Directors hold office for a period of 5 years and are not liable to retire by rotation.

At the Annual General Meeting held on 12-08-2019 & 12-08-2020 respectively, the following Directors were appointed as an Independent Directors for a first term of 5 consecutive years as per the details provided below :

Period from September 1,2019 up to August 31,2024

1. Shri S.R. Venkatanarayana Raja (DIN: 01226624)

2. Shri V.S. Jagdish (DIN: 08452900)

3. Shri R. Sundaram (DIN: 01361345)

Period from September 20, 2019 to September 19, 2024

Shri Rajesh Devarajan (DIN: 01153112) - At the AGM held on 12-08-2020.

The existing terms of above Independent Directors will expire during August 2024 and September 2024 respectively. As per Section 149 (10) of the Companies Act, 2013, the above Independent Directors are eligible for re-appointment for a second term of 5 consecutive financial years on passing of a Special Resolution at the General Meeting of the Company.

Accordingly, based on the recommendation of the Nomination and Remuneration Committee at its meeting held on 27-05-2024, the Board of Directors at their meeting held on 27-05-2024 have re-appointed the above Independent Directors for a second term of 5 consecutive years starting from 01-09-2024 and 20-09-2024 respectively. Approval of the members being sought for their re-appointment as set out in the Notice convening this Annual General Meeting.

No Independent Directors retired during the year. Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act.

Pursuant to Rule 8(5) (iii) of Companies (Accounts) Rules, 2014, it is reported that, other than the above, there have been no changes in the Directors or Key Managerial Personnel during the year.

The Company has formulated a code of conduct for the Directors and Senior Management Personnel, which has been complied with.

The Audit Committee has four members, out of which three are Independent Directors. Pursuant to Section 177(8) of the Companies Act, 2013, it is reported that there has not been an occasion, where the Board had not accepted any recommendation of the Audit Committee.

Policy of Directors Appointment and Remuneration

In accordance with Section 178(3) of the Companies Act, 2013 and based upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors have approved a policy relating to appointment and remuneration of Directors, Key Managerial Personnel and Other Employees. The objective of the Nomination and

Remuneration Policy is to ensure that the level and composition of remuneration is reasonable, the relationship of remuneration to performance is clear and appropriate to the long-term goals of the Company. The policy also envisages and takes into account the total involvement with dedication and human touch.

The Nomination and Remuneration Committee and this Policy shall be in compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the policy during the year under review.

The web address of the Policy is at http://polyspin.org/admin/ policy/Nomination%20Remuneration%20Policy.pdf.

None of the Directors are disqualified under Section 164 of the Companies Act, 2013.

BOARD EVALUATION

Pursuant to Section 134(3) (p) of the Companies Act, 2013, and Regulation 25(4) of SEBI (LODR) Regulations, 2015, Independent Directors have evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, Performance of the Board as a whole and its Members and other required matters.

Pursuant to Schedule II Part D of SEBI (LODR) Regulations, 2015, the Nomination and Remuneration Committee has laid down evaluation criteria for performance evaluation of Independent Directors, which will be based on attendance, expertise and contribution brought in by the Independent Directors at the Board Meeting and Committee Meetings, which shall be taken into account at the time of re-appointment of Independent Director.

Pursuant to Regulation 17(10) of SEBI (LODR) Regulations, 2015, the Board had carried out an annual evaluation of its own performance as well as that of its Committees and individual directors. The evaluation has been made based on the evaluation criteria as approved by the Nomination and Remuneration Committee.

MEETINGS

During the year under review, five meetings of the Board were held. The details of the Board and Committee Meetings are provided in Corporate Governance Report forming part of this report.

SECRETARIAL STANDARD

As required under clause 9 of Secretarial Standard 1, the Board of Directors of the Company confirm that the Company has complied with the applicable Secretarial Standards.

ORDERS PASSED BY REGULATORS

Pursuant to Rule 8(5) (vii) of Companies (Accounts) Rules, 2014, it is reported that, no significant and material orders have been passed by the Regulators or Courts or Tribunals, which would impact the going concern status of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has implemented and evaluated the Internal Financial Controls, which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. In accordance with Rule 8(5) (viii) of Companies (Accounts) Rules, 2014, it is hereby confirmed that the Internal Financial Controls are adequate with reference to the financial statements and operations of the Company.

INTERNAL AUDIT

Shri P. Ramadoss FCA (MRN 201506) the Internal Auditor, submits his Internal Audit Reports to the audit committee, which are reviewed by Audit Committee as well as by the Board. Further, the Board annually reviews the effectiveness of the Company's internal control and audit system.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186(4) of the Companies Act, 2013, it is reported that the Company has not given any loans, guarantees and no investments has been made in bodies corporate or firm during the financial year. The particulars of the investments already made by the Company are provided under Note No.4 of Notes forming part of accounts of Standalone Financial Statements.

REPORT ON CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is annexed herewith and it forms part of the Directors Report as per Annexure - I as required under Schedule V (C) of LODR Regulations. A certificate from the Secretarial Auditor confirming compliance is also enclosed as Annexure - II, as required under Schedule V (E) of LODR. The code of conduct as approved by the board is provided in the above annexure and website.

CORPORATE SOCIAL RESPONSIBILITY

The Company has taken corporate social responsibility initiatives. The Committee comprising one Independent Director and two directors has been constituted as CSR Committee to develop CSR policy and implement the CSR initiatives whenever it is applicable to the Company.

The CSR Policy is available at the Company's website at the following link: http://polyspin.org/admin/policy/coporate% 20social%20 responsibility.pdf.

During the year under review, the CSR obligation was not applicable to the Company since the Company is not fulfilled any one of the criteria as provided in Section 135(1) of the Companies Act, 2013.

STATUTORY AUDIT :

M/s. Krishnan and Raman (Firm Registration No. 001515S), Chartered Accountants were appointed as Statutory Auditor of your Company at the Annual General Meeting held on 26-08-2022 for the first term of 5 consecutive years. They will hold office till the 42^nd Annual General Meeting to be held in the year 2027.

The report given by the Statutory Auditors on the financial statements of the Company for the financial year 2023-24 is part of this Annual Report. There has been no qualification, reservation or adverse remark given by the Auditors in their Report.

COST AUDIT :

As per provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, the Government has not notified the products of our Company to which the Cost Audit would be applicable. Hence, the Cost Audit was not conducted for your Company for the financial year 2023 - 24.

SECRETARIAL AUDIT:

Pursuant to Provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company has appointed Mr. B. Subramanian, Company Secretary in Practice, Chennai to conduct the Secretarial Audit of the Company for the financial year ended 31^st March, 2024. The Secretarial Audit Report (in Form MR - 3) is enclosed as Annexure - III to this report.

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Certificate from the S ecre tar i a l Auditor that none of the Company's Director have been debarred or disqualified from being appointed or continuing as Directors of the Companies is enclosed as Annexure III A to this report.

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 Companies Act,

2013 read with Rule 8 of the Companies (Accounts) Rules,

2014 are given in Annexure - IV to this report.

EXTRACT OF ANNUAL RETURN

As per Section 92(3) and 134 (3)(a) of the Companies Act, 2013, the Company has uploaded the extract of Annual Return in the Company website at www.polyspin.org. The said return can be accessed at the following link http://polyspin.org/admin/investor relation/Annual Return.pdf.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

As on March 31,2024, the Company is having one Associate Company namely M/s. Lankaspin Private Limited, Srilanka and does not have any Subsidiary or Joint Venture.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 a statement containing the salient features of the financial statements of Associate Company in Form AOC 1 is enclosed as Annexure V.

CONSOLIDATED FINANCIAL STATEMENTS

As per provisions of Section 129(3) of the Companies Act, 2013 and Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies are required to prepare consolidated financial statements of its Subsidiaries and Associates to be laid before the Annual General Meeting of the Company.

Accordingly, the consolidated financial statements incorporating the accounts of Associate Company viz. M/s. Lankaspin Private Limited, Srilanka along with the Auditors' Report thereon, forms part of this Annual Report. As per Section 136(1) of the Companies Act, 2013, the financial statements including consolidated financial statements are available at the Company's website at the following link at www.polyspin.org.

The consolidated net Loss after tax of the Company amounted to Rs. 278.42 Lakhs for the year ended 31^st March 2024 as against the Net Profit after tax of Rs. 537.46 Lakhs of the previous year.

The consolidated Total Comprehensive Income for the year under review is (Rs. 239.92 Lakhs) as compared to Rs. 388.90 Lakhs of the previous year.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSEL) ACT, 2013

The Company has constituted an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress the complaints received for sexual harassment.

During the year, the Company has not received any complaints on sexual harassment.

PUBLIC DEPOSITS

Pursuant to Rule 8(5)(v) & (vi) of Companies (Accounts) Rules, 2014, it is reported that the Company has not accepted any fixed deposit from the public during the year under section 73 of the Act. The Company has no deposit, which is not in compliance with the Chapter V of the Companies Act, 2013.

The Company has received a sum of Rs. 190 Lakhs from Directors as deposit / loan during the financial year 2023 - 2024. The loans from Directors are not treated as deposits under Chapter V of the Companies Act, 2013.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, the Company has established a Vigil Mechanism and has a Whistle Blower Policy. The policy is available at the Company's website.

A forum to enable the concerned personnel of the Company to report any deviation or other acts which are against the general code of conduct of personnel, business and other activities has been created.

RISK MANAGEMENT POLICY

The Company has developed and implemented a risk management policy, as required under Regulation 17(9) of SEBI (LODR) Regulations, 2015 and Pursuant to Section 134(3)(n) of the Companies Act, 2013. An internal Risk Management Committee has been formed to address and evaluate various risks impacting the Company, in practice with reference to the forex and interest rate. At present, the committee has not identified any element of risk which may there after the existence and development of the Company.

The Company has laid down a Risk Management Policy and Procedure to inform the Board Members about the Risk assessment and minimization process, which is a vigorous and active process for identification and mitigation of risks. The production and sales are monitored and any deviation from the projected is identified, solution found and necessary rectifications are done periodically.

Audit Committee as well as the Board of Directors has adopted the Risk Management Policy and the Audit Committee reviews the risk management and mitigation plan from time to time.

MATERIAL CHANGES AND COMMITMENTS

No Material changes and commitments, affecting the financial position of the Company has occurred between the end of the financial year 2023-24 and till the date of this report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors are annexed as Annexure - VI and forms part of this Report.

RELATED PARTY TRANSACTIONS

There were no materially significant related party transactions which could have potential conflict with the interests of the Company. Transactions with related parties are in the ordinary course of business and on arm's length basis and are periodically placed before the Audit Committee and Board for its approvals and Form AOC-2 is enclosed as Annexure-VII.

In accordance with Indian Accounting Standard - 24 (Related Party Disclosure), the details of transaction with Related Parties are provided in Note No. 32 of Notes Forming Part of Accounts of Standalone Financial Statements.

As required under Regulation 46(2)(g) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Related Party Transaction Policy is available on the Company Website and its web link is http://polyspin.org /admin/policy/uploaded-62cbabf72c23d8.47105888.pdf.

HUMAN RESOURCES

Your Company treats its “human resources” as one of its most important assets. Your Company enjoys a very cordial relationship with workers and employees at all levels.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused attention are currently underway. Your Company's thrust is on the promotion of talent internally, through job rotation and job enlargement.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Investor Education Protection Fund (uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31-03-2023 with the Ministry of Corporate Affairs.

The Company has transferred the unclaimed dividend amount of Rs.4,14,360/- for the financial year 2015-16 to IEPF on 09-10-2023. The Company has also transferred 36,400 Equity shares to IEPF on 27-10-2023. The unclaimed dividend pertaining to the year 2016-17 will be transferred to the IEPF on or before 24-10-2024.

CODE OF CONDUCT

The Board has laid down the code of conduct for Directors of the Company and Senior Management Personnel.

The Directors shall follow in letter and spirit the provisions as contained in section 166 of the Companies Act, 2013. They shall also follow general principles of pillars of character. The same with certain variation involving their nature of work applies to the senior management personnel. All the directors of the board and senior management personnel have confirmed the compliance with the code.

INSIDER TRADING

The Company has formulated and implemented the code of conduct for prevention of insider trading with regard to the

securities by directors and designated person of the Company as per SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Code of Conduct is posted on the website of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that;

(a) in the preparation of the annual accounts for the year ended 31-03-2024, the applicable accounting standard had been followed along with proper explanation relating to material departures;

(b) they 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 on 31-03-2024 and of the loss of the Company for the year on that date;

(c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they had prepared the Annual Accounts on a going concern basis;

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

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

ACKNOWLEDGEMENT

Your Directors wish to take this opportunity to place on record their gratitude and sincere appreciation for the timely and valuable assistance and support received from Bankers - Axis Bank Limited, State Bank of India, Share Transfer Agent, Customers, Suppliers, Shareholders and Regulatory Authorities.

The Board also expresses and records its appreciation for the hard and dedicated efforts of the employees as a team at all levels.