Polysil Irrigation Systems Ltd

Dear Shareholders,

The Board of Directors hereby submits the report of the business and operations of Polysil Irrigation Systems Limited ("the Company"), along with the audited financial statements, for the financial year ended March 31, 2025.

Polysil Irrigation Systems Limited was originally incorporated as a private company in the name and style of "Silvassa Poly-Tex Industries (India) Private Limited". Further, the name of the Company was changed to "Silvassa Pipes Private Limited" and then subsequently to "Polysil Irrigation Systems Private Limited". The Company was then converted into a public limited company and c onsequently upon conversion, the name of our Company was changed to "Polysil Irrigation Systems Limited".

To raise the equity capital, the company has approached the National Stock Exchange of India limited (NSE) in the year 2023 and the company has received In-Principle approval for proposed Initial Public Offering as on January 05, 2024. The Company got listed on the NSE - EMERGE Platform on February 16, 2024. Company sells their products through distributors and dealers, who then resell the products to customers i.e. farmers. Currently, company sold products through 8 distributors and around 425 dealers in India. The Company operates in the state of Gujarat, Tamil Nadu, Maharashtra, Andhra Pradesh, Karnataka, Madhya Pradesh, Uttar Pradesh, Rajasthan and Haryana. They also operate in the State of Maharashtra, Madhya Pradesh and Rajasthan through our dealer / distributor network and in the State of Andhra Pradesh, Gujarat Tamil Nadu, Haryana and Uttar Pradesh under institutional model. The Company strive towards all-round growth, so it not only grows bigger but also stronger together. The Company see further growth opportunities ahead by innovating with customers in new markets; seeing Globe as its Market and never hesitate to accept a business opportunity overseas. The Company's approach is to diversify and to reach out for new developments and in-depth research to provide solutions has granted an edge to reach new markets.

Financial Highlights (INR In Lakhs)

During the year under review, the revenue from operation of the Company was stood at INR 1388.84 Lakhs as against that of INR 4,446.42 Lakhs for previous year. Revenue from operation of the Company was decreased by 68.77% over previous year. Losses before Tax for the financial year 2024-25 stood at INR 134.16 Lakhs as against Profit before Tax of INR 301.85Lakhs for the financial year 2023-24 making the net loss of INR 185.19 Lakhs for the financial year 2024-25 as against the net profit of INR 207.17 Lakhs for the financial year 2023-24. The Board is making its continuous efforts for re-visiting the policies of the Company and increasing the capacity utilization of manufacturing capacity. The Board expects a growth in the Revenue from operations and ultimately an increase in the Net Profit over the upcoming years. A detailed analysis of the operations and financial results of the Company during the year under review is included in the Management Discussion and Analysis, forming part of this Annual Report.

With view to save the profit for future expansion purpose, the Board of Directors regret to recommend any dividend (Previous Year Nil).

Your Directors do not propose to transfer any amount to the General Reserves. The Board of Directors of the Company have decided to carry the entire amount of Net profit to the Balance Sheet.

CHANGE IN NATURE OF BUSINESS:

Your Company is engaged in the activities of manufacturing, trading, exporting, importing and dealing in micro irrigation products and providing agriculture related services. There has been no change in the nature of business of the Company during the period under review and your Company continues to be in the same line of business as per the main object of the Company.

During the year under review, following changes were carried out in the share capital of the Company:

The Authorized share Capital of the Company, as at closure of financial year 2024-25, was INR 14,50,00,000.00 divided into 14500000 Equity Shares of INR 10.00 each. However, from the date of end of financial year under review till the date of this report, vide Special Resolution passed by the Members at their Extra Ordinary General Meeting held on April 22, 2025, the Authorized Share Capital was increased from INR 14,50,00,000.00 divided into 14500000 Equity Shares of INR 10.00 each to INR 58,00,00,000.00 divided into 58000000 Equity Shares of INR 10.00 each.

The Authorized share Capital of the Company, as on the date of this report is INR 58,00,00,000.00 divided into 58000000 Equity Shares of INR 10.00 each.

During the year under review, the company Issued, Subscribed & Paid-up share Capital of the Company as at closure of financial year 2024-25, was INR 11,34,10,900.00 divided into 11341090 Equity Shares of INR 10.00 each. However, from the date of end of financial year under review till the date of this report, vide Special Resolution passed by the Members at their Extra Ordinary General Meeting held on April 22, 2025, The Company had issued total 1,11,64,000 Equity Shares of INR 10.00 each to the promoters and promoter group and to person other than the Promoters and Promoter Group on Preferential Basis, at an Issue Price of INR 17.55 per Equity Share and The Company had issued 35096000 fully convertible Equity warrants each convertible into, or exchangeable for, 1 fully paid-up equity share of the Company of face value Rupees 10.00, on a preferential basis, to the Promoters & Promoter Group and the persons other than the Promoters and Promoter Group, at price of Rupees 17.55 per Warrant. Issued, Subscribed & Paid-up share Capital of the Company, as on the date of this report, stood at INR 22,50,50,900.00 divided into 2,25,05,090 Equity Shares of INR 10 each.

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). None of the Directors of Board is a member of more than ten Committees or Chairperson of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors. The Board of the Company comprises five Directors out of which two are Promoter Executive Directors and three are Non-Executive Independent Directors. The Board comprise following Directors:

^ Committee includes Audit Committee and Shareholders' Grievances Committee across all Public Companies. ~ Excluding Foreign Companies, Section 8 Companies & struck off Companies. $ Acting as the Chairperson of the Board.

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164(2) of the Companies Act, 2013.

Regular meetings of the Board are held, inter-alia, to review and discuss the various businesses that require the approval of the Board. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company. During the year under review, Board of Directors of the Company met 12 (Twelve) times, viz 01-06-2024, 17-06-2024, 29-07-2024, 07-09-2024, 01-10-2024, 14-10-2024, 18-10-2024, 23-10-2024, 04-12-2024, 03-01-2025, 22-03-2025, 26-03-2025. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act. The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below.

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company had two Non-Executive Independent Directors in line with the Companies Act, 2013. Further, both the Independent Directors of the Company had registered themselves in the Independent

Directors' Data Bank.

A separate meeting of Independent Directors was held on March 26, 2025 to review the performance of Non-Independent Directors, Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board. The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at www.polysilirrigation.com. The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 201 3 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013.

During the year under review, there were no changes in the constitution of the Board of Directors, except the following:

*The Company has regularized the appointment of Mr. Pankaj Bhimjibhai Kapadiya and Mr. Parshottam PopatBhai Donga as Non-Executive Independent Director in their Extra-ordinary General Meeting held on April 22, 2025. However, from the date of end of financial year under review till the date of this report, Mr. Anilkumar Radheshyam Singh, who was Non-Executive Director of the Company has resigned w.e.f. August 23, 2025. As on date of this report, the Company has Mr. Bharatkumar Patel as CEO and Managing Director, Mr. Prafulbhai Radadia as Whol e-Time Director, Mrs. Mona Patel as Non-executive Independent Director, Mr. Pankaj Bhimjibhai Kapadiya as Non-executive Independent Director and Mr. Parshottam Popatbhai Donga as Non-executive Independent Director on the Board.

During the year under review, there were no changes in the constitution in the Key Managerial Personnel of the Company except the following:

As on date of this report, the Company has Mr. Bharatkumar Patel as CEO and Managing Director, Mr. Prafulbhai Radadia as Whole-Time Director, Ms. Preet Bharatbhai Savani as Chief Financial Officer and Mrs. Kiran Tiwani as Company Secretary and Compliance Officer who are acting as Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013.

The Board of Directors in consultation with Nomination and Remuneration Committee has come up with the methodology and policy for annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Compani es Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners; The performance of the board shall be evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc. The performance of the committees shall be evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee shall review the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the iss ues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the performance of chairperson shall also be evaluated on the key aspects of his role. Separate meeting of independent directors was held on March 26, 2025 to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairperson, considering the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: a) In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and that no material departures have been made from the same; b) 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 at the end of the financial year and of the profit or loss of the Company for that year; c) 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; d) The Directors had prepared the annual accounts for the year ended March 31, 2025 on going concern basis. e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and f) 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.

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

The composition of each of the above Committees, their respective role and responsibility are detailed in the Report on Corporate Governance annexed to this Report.

1. AUDIT COMMITTEE:

The Company has formed audit committee for the purpose of assisting the Board in fulfilling its overall responsibilities of m onitoring financial reporting processes, reviewing the Company's established systems and processes for internal financial controls, governance and reviewing the Company's statutory and internal audit activities.

The terms reference of Audit Committee specified by the Board of Directors is briefed hereunder;

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

2. Review and monitor the auditors' independence and performance, and effectiveness of audit process;

3. Examination of financial statement and auditors' report thereon including interim financial result before submission to the B oard of Directors for approval, particularly with respect to: i. Changes, if any, in accounting policies and practices and reasons for the same, ii. Major accounting entries involving estimates based on the exercise of judgment by management, iii. Significant adjustments made in the financial statements arising out of audit findings, iv. Compliance with listing and other legal requirements relating to financial statements, v. Disclosure of any related party transactions, vi. Modified opinion(s) / Qualifications in the draft audit report;

4. Approval or any subsequent modification of transactions of the Company with related party, subject following conditions.

The Audit Committee may make omnibus approval for related party transactions proposed to be entered in to by the Company subject to such conditions provided under the Companies Act, 2013 or any subsequent modification(s) or amendment(s) thereof; 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; In case any transaction involving any amount not exceeding one crore rupees is entered into by a director or officer of the c ompany 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;

5. 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, and making appropriate recommendations to the Board to take up steps in this matter;

6. Scrutiny of Inter-corporate loans and investments;

7. 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;

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

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

10. 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 11. 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; 12. To monitor the end use of fund invested or given by the Company to Subsidiary Companies; 13. Carrying out any other function as assigned by the Board of Directors from time to time.

The Audit Committee shall mandatorily review the following information:

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

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

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

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

5. Quarterly / half yearly statement of deviation(s), if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) ;

6. Annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus;

The Committee -

1. To investigate any activity within its terms of reference;

2. To seek information from any employees;

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

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

5. Call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company.

6. To investigate into any matter in relation to the items specified in sub-section (4) of Section 177 of the Companies Act, 2013 or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company;

Audit Committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee. The quorum for the meeting shall be one third of total members of the Audit Committee or Two, whichever is higher, subject to minimum two Independent Director shall be present at the meeting. During the year under review, five meetings of the Committee were held viz. 01-06-2024, 17-06-2024, 07-09-2024, 04-12-2024 and 22-03-2025. The composition of the Committee and the details of meetings attended by its members are given below:

^ Up to 22-10-2024 * From 23-10-2024 to 26-03-2025 # From 26-03-2025

The Company has reconstituted Audit Committee by inducting Mr. Pankaj Bhimjibhai Kapadiya and Mr. Parshottam Popatbhai Donga as members of the Committee vide resolution passed in the Board Meeting on March 26, 2025. The Statutory Auditor and Internal Auditor of the Company are invited in the meeting of the Committee wherever requires. Chief Financial Officer of the Company is regular invitee at the Meeting. Further, the Company Secretary of the Company is acting as Secretary to the Audit Committee. Recommendations of Audit Committee, wherever/whenever given, are accepted by the Board of Directors.

VIGIL MECHANISM:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behaviour, actual or suspected fraud or violation of Company's Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequ ate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairperson of the Audit Committee, in exceptional cases. The functioning of vigil mechanism shall be reviewed by the Audit Committee from time to time. None of the Whistle blowers shall be denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at www.polysilirrigation.com.

2. NOMINATION AND REMUNERATION COMMITTEE:

The Company has formed Nomination and Remuneration Committee for the purpose of assisting the Board to identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and suc h other matters specified under various statute. The terms reference of Nomination and Remuneration Committee are briefed hereunder;

1. 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;

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

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

4. 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.

5. To specify the manner for effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance;

The Nomination and Remuneration Committee shall meet at least once in a year. The quorum for a meeting of the Nomination and Remuneration Committee shall be one third of total members of the Nomination and Remuneration Committee or Two, whichever is higher, subject to minimum one Independent Director shall be present at the meeting. During the year under review, two meetings of the Committee were held on 17-06-2024 and 26-03-2025 to recommend various policies to be adopted by the Company and evaluation of performance of the Board of Directors. The composition of the Committee and the details of meetings attended by its members are given below:

The Company has reconstituted Nomination and Remuneration Committee by inducting Mr. Pankaj Bhimjibhai Kapadiya and Mr. Parshottam Popatbhai Donga as members of the Committee vide resolution passed in the Board Meeting on March 26, 2025. Moreover, Mrs. Mona Patel has been designated as Chairperson of the Nomination and Remuneration Committee w.e.f. March 26, 2025. The Company Secretary of the Company is acting as Secretary to the Nomination and Remuneration Committee.

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved b y the members and are effective from April 1, of each year.

Key points of the Nomination and Remuneration Policy are; a. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel:

The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, Key Managerial Personnel and Senior Management personnel and recommend to the Board for his / her appointment. A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment. In case of appointment of Independent Director, the Committee shall satisfy itself that number of Boards on which such Independent Director serves, is restricted to applicable regulations in force.

The Company's remuneration policy is driven by the success and performance of Director, KMP and Senior Management Personnel vis-?-vis the Company. The Company follows mixed of fixed pay, benefits and performance-based variable pay. The Company pays remuneration by way of salary, benefits, perquisites and allowance. The remuneration and sitting fees paid by the Company are within the salary scale approved by the Board and Shareholders. The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://polysilirrigation.com/wp-content/uploads/2023/04/NOMINATION-AND-REMUNERATION-POLICY.pdf.

3. Stakeholderfs Relationship Committee

The Company has constituted Stakeholder's Relationship Committee mainly to focus on the redressal of Shareholders' / Investors'

Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. The Committee also oversees the performance of the Registrar & Transfer agents of the Company relating to the investors' services and recommends measures for improvement. The terms reference of Stakeholder's Relationship Committee are briefed hereunder;

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

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

3. Issue duplicate/split/consolidated share certificates;

4. Dematerialization/Rematerialization of Share;

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

6. 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.

7. 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.

The Stakeholder's Relationship Committee shall meet at least once in a financial year. The quorum shall be one third of total members of the Stakeholders Relationship Committee or Two, whichever is higher, subject to minimum one Independent Director. During the year under review, two meeting was held of Stakeholder's Relationship Committee on 07-09-2024 and 22-03-2025. The composition of the Committee during the year and the details of meetings attended by its members are given below:

The Company has reconstituted Stakeholder's Relationship Committee by inducting Mr. Pankaj Bhimjibhai Kapadiya and Mr. Parshottam Popatbhai Donga as members of the Committee vide resolution passed in the Board Meeting on March 26, 2025. Moreover, Mrs. Mona Patel has been designated as Chairperson of the Stakeholder's Relationship Committee w.e.f. March 26, 2025. Company Secretary and Compliance officer of the Company shall provide secretarial support to the Committee.

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

The Company had accepted loan of INR 50.69 Lakhs during the financial year 2024-25 from Promoter - Directors of the Company.

There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interests of the Company at large. All Related Party Transactions shall be placed before the Audit Committee and the Board for approval, if required. Prior omnibus approval of the Audit Committee shall be obtained for the transactions which are of a foreseen and repetitive in nature. All Related Party Transactions entered into during the financial year were on an arm's length basis and were in the ordinary course of business.

Your Company had not entered into any transactions with the related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is annexed to this Report as Annexure A.

There was no contracts, arrangements or transactions which was not executed in ordinary course of business and/or at arm's length basis.

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at all the workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints. During the financial year 2024-25, the Company has received Nil complaints on sexual harassment, out of which Nil complaints have been disposed-off and Nil complaints remained pending as of March 31, 2025.

The Company has complied with the provisions related to the Maternity Benefit Act, 1961.

The details of utilization of preferential issue proceeds as on the date of this report is provided as follows:

The Company has not raised any fund during F.Y. 2024-25. From the date of end of financial year under review till the date of this report, vide Special Resolution passed by the Members at their Extra Ordinary General Meeting 01/2025-26 held on April 22, 2025, through Video

Conferencing ("VC") / Other Audio-Visual Means ("OAVM"), the Company had allotted total 11164000 Equity Shares of INR 10.00 each to the promoters & promoter group and persons other than the promoters & promoter group, on Preferential Basis, at an Issue Pric e of INR 17.55 per Equity Share and allotted 35096000 fully convertible Equity warrants each convertible into, or exchangeable for, 1 fully paid-up equity share of the Company of face value Rupees 10.00, on a preferential basis, to the Promoters & Promoter Group and the persons other than the Promoters and Promoter Group, at price of Rupees 17.55 per Warrant vide Board resolutions dated June 03, 2025.

Company has raised amount of INR 15,44,22,400.00 till the date of this report for allotment of warrants. Company hereby confirms that an amount of Rupees 4.40 which is higher than minimum 25% (twenty five per cent) of the Warrant Issue Price has been collected upfront from the holders of the warrants as upfront payment ("Warrant Subscription Price").

The link to access the Annual Return is https://polysilirrigation.com/wp-content/uploads/2025/09/Annual-Return-2024-25.pdf.

As on March 31, 2025, the Company does not have any debentures.

The Company has not availed any rating.

No major steps have been taken by the Company. However, the Company continues its endeavour to improve energy conservation and utilization. ii.) The steps taken by the Company for utilizing alternate sources of energy: The Company has continued its focus on energy conservation efforts through up-gradation of process with new technology. The technology installed by the Company has provided better results in quality and production and also reducing the overall cost of production and maintenance which effect production scheduling and various energy saving initiatives in all areas of production. However, the Company has not installed any alternate source of energy running on renewable energy source.

iii.) The capital investment on energy conservation equipment:

Nil

i.) The effort made towards technology absorption

Your Company has been very thoughtful in installing new technology to reduce the production cost, improve yield, enhance product endurance and strengthen finish. However, no new technology has been installed by the Company during the year and all existing technology has been fully absorbed.

ii.) The benefit derived like product improvement, cost reduction, product development or import substitution The Company had installed such technology that improve productivity, quality and reduction in manual intervention and to enhance the quality and productivity. Improvement in manufacturing process helped the Company in managing production scheduling; & better & faster servicing of product for domestic as well as global market.

a. The details of technology imported: Nil

b. The year of import: N.A. c. Whether the technology has been fully absorbed: N.A.

iv.) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

v.) The expenditure incurred on Research and Development: Since inception, we have placed a strong emphasis on developing our in-house R&D abilities, which we believe, has been instrumental in our growth. We believe that our in-house R&D initiatives have resulted in the expansion of our product portfolio, maintaining the quality of our products and translating feedback received from customers, dealers and distributors into concrete results. Our research and development activities emphasize designing and developing new products keeping in mind market standards, customer requirements, cost of production and compliance with applicable standardization norms. Our R&D centre is located in our manufacturing facility at Manjusar, Vadodara, Gujarat. However, during the year under review, the Company has not incurred any Research and Development expenses.

C. Foreign Exchange Earnings & Expenditure - i.) Details of Foreign Exchange Earnings

(INR in Lakhs)

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014, the Company is required to maintain the cost records and accordingly the Company is maintaining the Cost record.

The ratio of the remuneration of each executive director to the median of employees' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure B.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is opened for inspection in electronic form. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

There have been no material changes and commitments for the likely impact affecting financial position between end of the financial year and the date of the report except the following: ? Increase in Authorised Share Capital of the Company from Rupees 14,50,00,000.00 divided into 14500000 Equity Shares of Rupees 10.00 each, to Rupees 58,00,00,000.00 divided into 58000000 Equity Shares of Rupees 10.00 each; ? Allotment of total 11164000 Equity Shares of INR 10.00 each to the Promoters & Promoter Group and the persons other than the Promoters and Promoter Group, on Preferential Basis, at an Issue Price of INR 17.55 per Equity Share; ? Allotment of 35096000 fully convertible Equity warrants each convertible into, or exchangeable for, 1 fully paid-up equity share of the Company of face value Rupees 10.00, on a preferential basis, to the Promoters & Promoter Group and the persons other than the Promoters and Promoter Group, at price of Rupees 17.55 per Warrant.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern stat us and Company's operations in future.

Your Company does not have any Subsidiaries/Joint Venture/Associate Company.

The Board of Directors of the Company hereby confirm that the Company is not a Large Corporate entity in terms of Regulation 50B of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (NCS Regulations).

During the year under review, the company has not entered into any one-time settlement with banks or financial institutions and accordingly, the provisions of the said section are not applicable.

Ms. Kiran Tilwani, Company Secretary & Compliance officer of the company is acting as Designated officer under Rule (9) (5) of the Companies (Management and Administration) Rules, 2014.

Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance. However, Company is complying with few of the exempted regulations volunt arily and details of same are provided in this report under the respective heading.

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report.

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. Apart from these internal control procedures, a well-defined and established system of internal audit shall be in operation to independently review and strengthen these control measures, which shall be carried out by an experience auditor. The audit shall be based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conduct of internal audit shall be oriented towards the review of internal controls and risks in its operations.

The Internal Auditor of the Company shall carry out review of the internal control systems and procedures. The internal audit reports shall be reviewed by Audit Committee and Board. Your Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the

Company's internal controls over financial reporting was observed.

The Company has not entered into a one-time settlement with any of the banks or financial institutions.

The Equity Shares of the Company are listed on Emerge Platform of National Stock Exchange of India Limited and the Company has paid the applicable listing fees to the Stock Exchange till date.

M/s. Ratan Chandak & Co, Chartered Accountant, Navi Mumbai (FRN: 108696W) were appointed as Statutory Auditors of Company at the 38^th Annual General Meeting held on September 30, 2023, for the period of 5 years from the conclusion of 38^th Annual General Meeting until the conclusion of the 43^rd Annual General Meeting. The partnership Firm M/s. Ratan Chandak & Co, Chartered Accountant later converted into RATAN CHANDAK & CO LLP on June 18, 2024 with the same management. 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 Companies Act, 2013. The Auditors' Report does not contain any qualification, reservation or adverse remar k. The Auditors'

Report is enclosed with the financial statements in this Annual Report.

The Company has appointed M/s. Hardik Jetani & Associates, Practicing Company Secretary, to conduct the secretarial audit of the Company for the financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. There are few observations of the Secretarial Auditor, to which the Board hereby submit its response as under;

The Secretarial Audit Report for the financial year 2024-25 is annexed to this report as an Annexure C. The Secretarial Auditors' Report does not contain any qualification, reservation or adverse remark, accordingly, not require to comment up on by the Board of Directors.

M/s. Vishal Shethiya & Associates, Chartered Accountants, (FRN: 147806W) is acting as Internal Auditors of the Company and has conducted periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly.

During the year under review, neither the statutory auditors nor the secretarial auditor have reported to the Audit Committee or the Board, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.

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

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namel y "www.polysilirrigation.com" containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who ar e responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly complied by your Company.

The assets of your Company have been adequately insured.

The Company has made all the compliances during the period under review except observations of Secretarial Auditors. The Company takes all measures to timely comply with the entire requirement.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate 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 or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

The Company continues to maintain harmonious industrial relations. Company periodically reviews its HR policies and procedures to aid and improve the living standards of its employees, and to keep them motivated and involved with the larger interests of the organisation. The Company has systems and procedures in place to hear and resolve employees' grievances in a timely manner, and provides avenues to its employees for their all-round development on professional and personal levels. All these measures aid employee satisfaction and involvement, resulting in good Industrial Relations.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

A declaration signed by Managing Director and Chief Executive Officer is annexed to this report as an Annexure D.

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report.

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year.

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 r eview. 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 endeavours.