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To, The Members, NOBLE POLYMERS LIMITED
Your directors have pleasure in presenting the 32nd Annual Report on the business and operations of your Company, together with the Audited Standalone Financial Statements for the financial year ended 31st March, 2026.
a) FINANCIAL SUMMARY & HIGHLIGHTS: The financial performance of your Company for the year ended 31st March 2026 is summarised below: (Amount in Lakhs)
b) STATE OF THE COMPANY'S AFFAIRS, OPERATIONS AND FUTURE OUTLOOK: During the year under review, the Company did not record any revenue from operations. Total income for the year stood at ?33.68 lakhs, comprising entirely of other income, as against ?563.64 lakhs in the previous financial year. The Company recorded a loss before and after tax of ?160.75 lakhs for the financial year 2025-26, as against a profit after tax of ?319.66 lakhs in the financial year 2024-25. The decline is attributable principally to the absence of the non-recurring other income recognised in the preceding year, coupled with the fixed administrative, statutory and listing-related costs of maintaining a listed entity.
The year was accordingly one of administrative consolidation rather than operational expansion. The management directed its efforts towards preserving capital, rationalising the cost structure, strengthening the internal control and compliance framework, and maintaining uninterrupted compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed internal review of the Company's service offerings in the financial services, securities and commodity broking and consultancy segments was undertaken during the year, with a view to realigning those offerings to prevailing market conditions.
Looking ahead, the focus of the Board is on operational activation. Following the induction of the promoter directors on the Board with effect from 29th June, 2026, the Company proposes to build a consistent revenue stream by pursuing consultancy and broking mandates and by deploying its surplus funds, including through investments in and financial commitment to one or more entities within and outside India, within the limits proposed to be approved by the Members at the ensuing Annual General Meeting. The state of the Company's affairs is discussed in greater detail in the Management Discussion and Analysis Report, which forms part of this Annual Report.
c) CHANGE IN THE NATURE OF BUSINESS: There was no change in the nature of the business of the Company during the financial year under review.
d) SHARE CAPITAL: The authorised share capital of the Company as on 31st March, 2026 was ?18,00,00,000/- (Rupees Eighteen Crores only) divided into 3,60,00,000 equity shares of ?5/- each, and the issued, subscribed and paid-up equity share capital was ?3,23,95,000/- (Rupees Three Crores Twenty-Three Lakhs Ninety-Five Thousand only) divided into 64,79,000 equity shares of ?5/- each. There was no change in the share capital of the Company during the year under review.
Subsequent to the close of the financial year, the Board of Directors allotted, on 7th August, 2026, 22,76,400 equity shares of face value ?5/- each at an issue price of ?5/- per equity share, aggregating to ?1,13,82,000/-, on a preferential basis, pursuant to Section 62(1)(c) of the Companies Act, 2013 read with Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014 and Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and in terms of the special resolution passed by the Members at the General Meeting held on 13th June 2026. BSE Limited granted its in-principle approval for the said issue under Regulation 28(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 vide its letter dated 24th July, 2026. Consequent upon the said allotment, the issued, subscribed and paid-up equity share capital of the Company stands increased to ?4,37,77,000/- divided into 87,55,400 equity shares of ?5/- each. The application for listing of the said equity shares is pending with BSE Limited as on the date of this Report, and the shares will be admitted to dealings upon receipt of the listing and trading approvals.
On the same date, namely 7th August, 2026, the Board also allotted 2,34,75,735 warrants on a preferential basis to promoters and non-promoters, each warrant carrying a right exercisable by the holder to subscribe to 1 (One) equity share of face value ?5/- each at a price of not less than ?5/- per equity share, within a period of 18 (eighteen) months from the date of allotment in terms of Regulation 169 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. An amount of ? 2,93,44,669, being 25% of the issue price, has been received upon allotment of the said warrants, and the balance 75% is payable at the time of exercise. BSE Limited granted its in-principle approval for the said issue of warrants under Regulation 28(1) of the SEBI (Listing Registered Office Address: 3rd Floor, Sundaram Complex, Gurukul Road, Memnagar, Ahmedabad - 380052, Gujarat, India CIN: L66120GJ1994PLC022429 Website: Www.noblepolymers.in M No:98797 91333 Email ID: noblepoly1994@gmail.com
Obligations and Disclosure Requirements) Regulations, 2015 vide the same letter dated 24th July, 2026. The warrants are outstanding as on the date of this Report and, upon full exercise, would result in the issue of a further 2,34,75,735 equity shares of ?5/- each.
During the year under review, the Company has not:
? issued any equity shares with differential rights as to dividend, voting or otherwise;
? issued any sweat equity shares or shares under any employee stock option scheme;
? undertaken any buy-back of securities; and
? issued any convertible securities, warrants, debentures or bonds.
Subsequent to the close of the financial year, the Board of Directors at its meeting held on 8th September, 2026 approved, subject to the approval of the Members and of BSE Limited and the Depositories, the consolidation of the equity shares of the Company such that every 2 (Two) fully paid-up equity shares of face value of ?5/- each be consolidated into 1 (One) fully paid-up equity share of face value of ?10/- each, together with the consequential alteration of Clause V of the Memorandum of Association. The said proposal is placed before the Members for approval at Item No. 12 of the Notice convening the ensuing Annual General Meeting. The consolidation will not result in any change in the aggregate paid-up share capital of the Company or in the proportionate shareholding or voting rights of any Member, save for the marginal effect of fractional entitlements.
e) DIVIDEND, RESERVES AND TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND: Dividend: The Board of Directors, at its meeting held on 8th September, 2026, has recommended a dividend of ?0.05 (Five Paise only) per equity share of face value of ?5/- (Rupees Five only) each, being 1% of the face value, for the financial year ended 31st March, 2026, aggregating to ?4,37,770/- (Rupees Four Lakhs Thirty-Seven Thousand Seven Hundred and Seventy only) on 87,55,400 equity shares. The recommended dividend is subject to the approval of the Members at the ensuing Annual General Meeting and, if declared, will be paid within 30 (thirty) days from the date of declaration in accordance with Section 127 of the Companies Act, 2013.
As the Company has incurred a loss during the financial year under review, the recommended dividend is proposed to be paid out of the accumulated profits earned by the Company in previous years and transferred to free reserves, in terms of the second proviso to Section 123(1) of the Companies Act, 2013 read with Rule 3 of the Companies (Declaration and Payment of Dividend) Rules, 2014. The Board has satisfied itself that:
? the Company has not declared dividend in each of the three immediately preceding financial years and accordingly Rule 3(1) is not attracted;
? the total amount proposed to be drawn from the accumulated profits, being ?4,37,770/- (?4.38 lakhs), does not exceed one-tenth of the sum of the paid-up share capital and free reserves as appearing in the latest audited financial statements, being ?47.23 lakhs (being one-tenth of ?472.29 lakhs); the loss of 160.75 lakhs incurred during the financial year 2025-26 has been fully absorbed against the balance of retained earnings, which continues to stand in credit at 148.34 lakhs as at 31st March, 2026, and no unabsorbed loss is carried forward; and the balance of reserves after such withdrawal, being 143.96 lakhs, does not fall below fifteen per cent of the paid-up share capital of the Company as appearing in the latest audited financial statements, being 48.59 lakhs.
The Board has further noted that, as the balance of retained earnings as at 1st April, 2025 stood in credit, there were no carried-over previous losses or unprovided depreciation required to be set off in terms of the third proviso to Section 123(1) of the Companies Act, 2013.
Transfer to Reserves: The Board does not propose to transfer any amount to the General Reserve for the financial year under review. The loss of 160.75 lakhs for the year has been carried to the Statement of Profit and Loss and adjusted against the balance of retained earnings.
Dividend Distribution Policy: The requirement of formulating a Dividend Distribution Policy under Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is applicable to the top one thousand listed entities by market capitalisation and is, accordingly, not applicable to the Company.
Transfer to Investor Education and Protection Fund: There were no amounts of unpaid or unclaimed dividend, or shares in respect of which dividend has remained unpaid or unclaimed for seven consecutive years, which were required to be transferred to the Investor Education and Protection Fund in terms of Sections 124 and 125 of the Companies Act, 2013 during the year under review.
f) ANNUAL RETURN: Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company for the financial year ended 31st March, 2026 in Form MGT-7 is available on the website of the Company and may be accessed at https://noblepolymers.in/ .
g) NUMBER OF MEETINGS OF THE BOARD: During the financial year 2025-26, 8 (Eight) meetings of the Board of Directors were held. The intervening gap between any two consecutive meetings did not exceed one hundred and twenty days, as prescribed under Section 173 of the Companies Act, 2013 and Secretarial Standard-1 on Meetings of the Board of Directors. The dates of the meetings and the attendance of each Director are as follows: Registered Office Address: 3rd Floor, Sundaram Complex, Gurukul Road, Memnagar, Ahmedabad - 380052, Gujarat, India CIN: L66120GJ1994PLC022429 Website: Www.noblepolymers.in M No:98797 91333 Email ID: noblepoly1994@gmail.com
Mr. Mahesh Alabhai Odedra and Mr. Hiren Rambhai Odedra were appointed as Additional Directors with effect from 29th June, 2026 and did not, therefore, hold office during the financial year under review.
Separate Meeting of Independent Directors: In terms of Schedule IV to the Companies Act, 2013, a separate meeting of the Independent Directors, without the attendance of Non-Independent Directors and members of the management, was held on 04th February 2026, at which the Independent Directors reviewed the performance of the Non-Independent Directors and of the Board as a whole, and assessed the quality, quantity and timeliness of the flow of information between the management and the Board.
h) COMMITTEES OF THE BOARD: The Board of Directors has constituted the following Committees in accordance with the applicable provisions of the Companies Act, 2013. The composition of the Committees as on the date of this Report is set out below:
All the recommendations made by the Audit Committee during the year under review were accepted by the Board of Directors, and there was no instance where the Board did not accept any recommendation of the Audit Committee.
i) DIRECTORS AND KEY MANAGERIAL PERSONNEL: The composition of the Board of Directors and the Key Managerial Personnel of the Company as on the date of this Report is as follows:
Retirement by rotation: In terms of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Anjanaben Jitendra Patel (DIN: 07924729) retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered herself for re-appointment. The Board recommends her re-appointment.
Changes during the financial year 2025-26: There was no change in the composition of the Board of Directors or in the Key Managerial Personnel of the Company during the financial year under review.
Changes after the close of the financial year and up to the date of this Report:
? Mr. Sanjaykumar Shah was appointed as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from 14th May, 2026 and resigned with effect from 27th June, 2026.
? Mr. Sanjaykumar Shah, Executive Director of the Company, resigned with effect from 27th June, 2026.
? Mr. Mahesh Alabhai Odedra (DIN: 06377571) and Mr. Hiren Rambhai Odedra (DIN: 10381120) were appointed as Additional Directors (Promoter category) of the Company with effect from 29th June 2026, pursuant to Section 161(1) of the Companies Act, 2013. Each of them holds office up to the date of the ensuing Annual General Meeting, and their appointment as Directors, and thereafter as Whole-time Directors designated as 'Executive Directors' without any remuneration for a term of five years with effect from 30th September 2026, is placed before the Members at Item Nos. 4 to 7 of the Notice convening the ensuing Annual General Meeting.
? Mr. Akash Thakore was appointed as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from 08th September 2026.
All the Directors of the Company have confirmed that they are not disqualified from being appointed or continuing as Directors in terms of Section 164(2) of the Companies Act, 2013, and that they have not been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, the Ministry of Corporate Affairs or any other statutory authority.
j) DECLARATION BY INDEPENDENT DIRECTORS AND BOARD'S OPINION: Mr. Sushilkumar Goel and Mr. Bikash Tarafdar, Independent Directors of the Company, have submitted their declarations under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and, to the extent applicable, under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, the Independent Directors fulfil the conditions of independence and are independent of the management, and possess the requisite integrity, expertise, experience and proficiency required for the discharge of their duties.
Each of the Independent Directors has confirmed that he has registered himself with the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and has complied with the requirements relating to the online proficiency self-assessment test or is exempt therefrom.
k) COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION: Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has adopted a policy relating to the appointment and remuneration of Directors, Key Managerial Personnel and Senior Management, which lays down the criteria for determining qualifications, positive attributes and independence of a Director. The salient features of the policy include the requirement that appointments be made having regard to the qualifications, experience, integrity and independence of the candidate, and that remuneration be reasonable and sufficient to attract, retain and motivate the persons concerned, while remaining within the limits prescribed under the Companies Act, 2013. The policy is available on the website of the Company at https://nobleploymers.in/ .
l) FORMAL ANNUAL EVALUATION: Pursuant to Section 134(3)(p) of the Companies Act, 2013 and Schedule IV thereto, the Board has carried out an annual evaluation of its own performance, of the performance of its Committees and of the individual Directors.
Manner of evaluation: The evaluation was carried out through a structured questionnaire designed to elicit feedback on the relevant parameters. The performance of the Board and of its Committees was evaluated having regard to composition and structure, effectiveness of processes, adequacy and timeliness of the flow of information, and the discharge of the responsibilities entrusted to them. Individual Directors were evaluated on parameters including attendance, preparation for and participation in deliberations, independence of judgement, and professional conduct. The performance of the Chairman and of the Board as a whole was reviewed by the Independent Directors at their separate meeting, taking into account the views of the Executive and Non-Executive Directors. The outcome of the evaluation was placed before and discussed at a meeting of the Board, and the Board expressed its overall satisfaction with the performance of all its constituents.
m) DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that: in the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; they have selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and of the loss of the Company for the year ended on that date; they have 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; they have prepared the annual accounts on a going concern basis; they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.
n) AUDITORS AND REPORTS OF THE AUDITORS: Statutory Auditors: M/s. R B Gohil & Co., Chartered Accountants (Firm Registration No. 119360W), were appointed as the Statutory Auditors of the Company for a term of five consecutive years at the Annual General Meeting held on 30th September 2025, to hold office until the conclusion of the Annual General Meeting to be held in the year 2030. The Statutory Auditors have confirmed that they continue to satisfy the eligibility criteria specified in Section 141 of the Companies Act, 2013 and that they are not disqualified from continuing as Statutory Auditors of the Company.
The Auditors' Report on the Standalone Financial Statements for the financial year ended 31st March, 2026 forms part of this Annual Report. The observations, if any, made in the Auditors' Report are self-explanatory and do not call for any further explanation or comment by the Board. The report does not contain any qualification, reservation, adverse remark or disclaimer.
Secretarial Auditors: Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed M/s. H Togadiya & Associates, Practising Company Secretaries (CP No. 18233), to conduct the Secretarial Audit of the Company for the financial year ended 31st March, 2026. The Secretarial Audit Report in Form MR-3 is annexed to this Report as Annexure - A. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
It may be noted that, in view of the exemption available under Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of Regulation 24A of the said Regulations are not applicable to the Company. The Secretarial Audit has accordingly been carried out in compliance with Section 204 of the Companies Act, 2013.
Internal Auditors: Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Board has appointed Pawan Garg as the Internal Auditor of the Company for the financial year under review. The reports of the Internal Auditor were placed before and reviewed by the Audit Committee, and the observations and recommendations contained therein were duly considered and acted upon.
Cost Auditors and Cost Records: The maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 is not applicable to the Company, and accordingly no cost audit is required to be conducted.
Reporting of frauds by Auditors: During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee or to the Board, under Section 143(12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers or employees, and accordingly there is no matter required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.
o) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS: The particulars of loans given, guarantees given, securities provided and investments made by the Company under Section 186 of the Companies Act, 2013 during the financial year under review are disclosed in the Notes to the Financial Statements forming part of this Annual Report.
p) RELATED PARTY TRANSACTIONS: During the financial year under review, the Company did not enter into any contract, arrangement or transaction with any related party within the meaning of Section 188(1) of the Companies Act, 2013. Accordingly, there were no related party transactions which were not at arm's length or which were not in the ordinary course of business, and there were no materially significant related party transactions which had a potential conflict with the interest of the Company at large.
In view of the above, the disclosure of particulars of contracts or arrangements with related parties in Form AOC-2 under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company for the financial year ended 31st March, 2026, and accordingly no such statement is annexed to this Report. The Company has formulated a policy on dealing with related party transactions, which is available on the website of the Company at https://nobelpoymers.in/ .
q) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION: Save as stated below, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of this Report: On 7th August, 2026, the Company allotted 22,76,400 equity shares of face value ?5/- each at an issue price of ?5/- per equity share, aggregating to ?1,13,82,000/- on a preferential basis, pursuant to the in-principle approval granted by BSE Limited on 24th July, 2026. The paid-up equity share capital of the Company consequently stands increased from ?3,23,95,000/- divided into 64,79,000 equity shares to ?4,37,77,000/- divided into 87,55,400 equity shares of ?5/- each. Listing and trading approvals in respect of the said equity shares are awaited as on the date of this Report. On 7th August, 2026, the Company also allotted 2,34,75,735 warrants on a preferential basis to promoters and non-promoters, each convertible into 1 (One) equity share of face value ?5/- each at a price of not less than ?5/- per equity share, exercisable within 18 (eighteen) months from the date of allotment. The warrants remain outstanding as on the date of this Report. Mr. Sanjaykumar Shah was appointed as Chief Financial Officer and Key Managerial Personnel with effect from 14th May, 2026 and resigned with effect from 27th June, 2026. Mr. Mahesh Alabhai Odedra and Mr. Hiren Rambhai Odedra were appointed as Additional Directors (Promoter category) with effect from 29th June, 2026. At the General Meeting of the Members held on 13th June, 2026, approval was accorded under Section 186 of the Companies Act, 2013 for an aggregate limit of ?50,00,00,000/- A revised resolution in supersession thereof, expressly extending to bodies corporate incorporated outside India, is placed before the Members at Item No. 8 of the Notice convening the ensuing Annual General Meeting. The Board of Directors, at its meeting held on 8th September, 2026, recommended a dividend for the financial year 2025-26 and approved, subject to the approval of the Members and of BSE Limited, the consolidation of the equity shares of the Company from the face value of ?5/- each to ?10/- each, and the consequential alteration of the capital clause of the Memorandum of Association. Proposals for the enhancement of the borrowing limits under Section 180(1)(c), the creation of charge on the assets of the Company under Section 180(1)(a) and the approval of related party transactions under Section 188 are placed before the Members at Item Nos. 9 to 11 of the Notice convening the ensuing Annual General Meeting.
r) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: The particulars required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are as follows:
(A) Conservation of Energy: The Company is not engaged in any manufacturing activity and its operations are not energy-intensive. Nevertheless, the Company continues to take appropriate measures at its office premises to conserve energy, including the use of energy-efficient lighting and equipment and the regulation of consumption. No capital investment on energy conservation equipment was made during the year under review, and the Company has not utilised any alternate source of energy.
(B) Technology Absorption: Having regard to the nature of the activities carried on by the Company, there was no technology absorption, adaptation or innovation during the year under review. No technology was imported during the last three financial years, and no expenditure was incurred on research and development.
(C) Foreign Exchange Earnings and Outgo:
s) RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROLS: The Company has adopted a Risk Management Policy which forms the foundation of its risk management framework and provides for the identification, assessment, monitoring and mitigation of the risks to which the Company is exposed. The Board and the Audit Committee periodically review the risk profile of the Company and satisfy themselves that adequate internal controls and mitigation plans are in place to safeguard the assets of the Company. In the opinion of the Board, there is no element of risk which, in its assessment, may threaten the existence of the Company.
The Company has in place internal financial controls with reference to the financial statements which are commensurate with the size, scale and nature of its operations. These controls are designed to ensure that all assets are safeguarded against loss and unauthorised use, that all transactions are authorised, recorded and reported correctly, and that financial and accounting records are reliable for the preparation of financial statements. During the year under review, such internal financial controls were tested and no reportable material weakness in their design or operation was observed.
The constitution of a Risk Management Committee under Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is applicable to the top one thousand listed entities by market capitalisation and is, in any event, exempt under Regulation 15(2) of the said Regulations; accordingly, it is not applicable to the Company.
t) VIGIL MECHANISM / WHISTLE BLOWER POLICY: In accordance with Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a vigil mechanism, and has adopted a Whistle Blower Policy, for Directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud, or violation of the Company's code of conduct. The mechanism provides for adequate safeguards against victimisation of the persons who avail of it, and for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. No complaint was received under the vigil mechanism during the year under review, and no person was denied access to the Audit Committee. The policy is available on the website of the Company at https://noblepoymers.in/ .
u) DEPOSITS: The Company has neither accepted nor renewed any deposits from the public within the meaning of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Accordingly, there were no deposits which remained unpaid or unclaimed as at the end of the year, and there was no default in the repayment of deposits or payment of interest thereon. There are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.
v) SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS: No significant or material orders were passed during the year under review by any regulator, court or tribunal which would impact the going concern status of the Company or its operations in future.
w) CORPORATE SOCIAL RESPONSIBILITY: The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company for the financial year under review, as the Company does not fall within any of the thresholds of net worth, turnover or net profit specified in the said section. Accordingly, the Company is not required to constitute a Corporate Social Responsibility Committee or to formulate a Corporate Social Responsibility Policy.
x) PARTICULARS OF EMPLOYEES AND REMUNERATION: The disclosures required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including the ratio of the remuneration of each Director to the median remuneration of the employees of the Company, are annexed to this Report as Annexure - B.
During the year under review, none of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the said Rules, and accordingly the statement required under Rule 5(2) and Rule 5(3) is not applicable. None of the Directors of the Company is in receipt of any commission from the Company, and no Director is in receipt of any remuneration or commission from any holding or subsidiary company of the Company.
1 is not applicable, and no company has become or ceased to be a subsidiary, joint venture or associate company of the Company during the year under review. The Company is not required to prepare consolidated financial statements.
2) CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS: In terms of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A and 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, and paragraphs C, D and E of Schedule V of the said Regulations, is not applicable to a listed entity having paid-up equity share capital not exceeding 10 crores and net worth not exceeding 25 crores as on the last day of the previous financial year.
The paid-up equity share capital of the Company as on 31st March, 2026 was 3,23,95,000/- and its net worth as on that date was 472.29 lakhs, being below the aforesaid thresholds. Accordingly, the aforesaid corporate governance provisions are not applicable to the Company, and no separate Report on Corporate Governance, nor the certificate of a Practising Company Secretary under paragraph E of Schedule V, is annexed to this Report. The Company shall comply with the said provisions within six months from the date on which they become applicable to it. The Company has, however, on a voluntary basis, constituted the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee, and continues to comply with the applicable provisions of the Companies Act, 2013 relating to corporate governance.
The Management Discussion and Analysis Report, prepared in terms of Regulation 34(2)(e) read with paragraph B of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to and forms part of this Report.
The Business Responsibility and Sustainability Report under Regulation 34(2)(f) of the said Regulations is applicable to the top one thousand listed entities by market capitalisation and is, accordingly, not applicable to the Company.
aa) OTHER DISCLOSURES:
Sexual Harassment of Women at Workplace: The Company has in place a policy for the prevention, prohibition and redressal of sexual harassment at the workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and has constituted an Internal Complaints Committee thereunder. The disclosures required under Rule 8(5)(x) of the Companies (Accounts) Rules, 2014, as amended by the Companies (Accounts) Second Amendment Rules, 2025, are as follows: Registered Office Address: 3rd Floor, Sundaram Complex, Gurukul Road, Memnagar, Ahmedabad - 380052, Gujarat, India CIN: L66120GJ1994PLC022429 M No:98797 91333
Maternity Benefit Act, 1961: In terms of Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, inserted by the Companies (Accounts) Second Amendment Rules, 2025, the Board confirms that the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including those relating to maternity leave, medical bonus, nursing breaks and other entitlements, to the extent applicable to the Company.
Particulars of employees: The number of persons employed by the Company as at 31st March 2026 was 1 comprising 0 male employees, 1 female employees and Nil transgender employees.
Insolvency and Bankruptcy Code, 2016: No application was made by or against the Company, and no proceeding is pending against the Company, under the Insolvency and Bankruptcy Code, 2016 during the financial year under review or as at the date of this Report.
One-time settlement with Banks or Financial Institutions: There was no instance of one-time settlement with any bank or financial institution during the year under review, and accordingly the disclosure relating to the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from banks or financial institutions is not applicable.
Compliance with Secretarial Standards: The Directors state that the Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, namely SS-1 on Meetings of the Board of Directors and SS-2 on General Meetings, and that such systems were adequate and were operating effectively during the year under review.
Employee Stock Options and Sweat Equity: The Company has not implemented any employee stock option scheme, employee stock purchase scheme or sweat equity scheme under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and accordingly no disclosure is required in that behalf.
Revision of Financial Statements or Board's Report: There was no revision of the financial statements or of the Board's Report of the Company under Section 131 of the Companies Act, 2013 in respect of any of the three preceding financial years.
Unclaimed Suspense Account: The Company does not have any equity shares lying in an unclaimed suspense account or suspense escrow demat account, and accordingly the disclosure required in that behalf is not applicable.
ACKNOWLEDGEMENT Your Directors place on record their sincere appreciation of the continued support and cooperation extended to the Company by its Members, bankers, the Registrar and Share Transfer Agent, BSE Limited, the Securities and Exchange Board of India, the Ministry of Corporate Affairs, the Depositories and other regulatory authorities. Your directors also place on record their appreciation of the dedication and commitment of the employees of the Company at all levels.
DATE: 08/09/2026 PLACE: Ahmedabad
By the order of the Board For, NOBLE POLYMERS LIMITED
REGISTERED OFFICE: 3rd Floor, Sundaram Complex, Gurukul Road, Memnagar, Ahmedabad, Gujarat, India, 380052
Sd/- Anjanaben Jitendra Patel Whole-time Director DIN: 07924729
Sd/- Mahesh Alabhai Odedra Additional Director DIN: 06377571
*9 out of 10 individual traders in equity Futures and Options Segment, incurred net losses.
*On an average, loss makers registered net trading loss close to ₹ 50,000.
*Over and above the net trading losses incurred, loss makers expended an additional 28% of net trading losses as transaction costs.
*Those making net trading profits, incurred between 15% to 50% of such profits as transaction cost.
SEBI study dated January 25, 2023 on “Analysis of Profit and Loss of Individual Traders dealing in equity Futures and Options (F&O) Segment”, wherein Aggregate Level findings are based on annual Profit/Loss incurred by individual traders in equity F&O during FY 2021-22.
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