As on: Oct 21, 2026 12:10 PM
Dear Members,
The Board of Directors of Pearl Polymers Limited is pleased to present its Report on the affairs of the Company, together with the Audited Standalone Financial Statements for the financial year ended March 31,2026.
1. Financial Summary
The Company's financial performance for the financial year ended March 31,2026 in comparison to previous financial year is summarized below:
(Rs. in Lakhs)
Particulars
2025-26
2024-25
Note: The above figures are extracted from the audited standalone financial statements of the Company prepared in accordance with the Indian Accounting Standards ("Ind AS").
2. STATE OF THE COMPANY'S AFFAIRS/ CHANGES IN THE NATURE OF BUSINESS, IF ANY
On a standalone basis, the Company's gross total revenue from operations for FY 2026 stood at Rs2,265.36 lakh during the year under review as against Rs2,516.81 lakh in the previous financial year, reflecting a decline of 9.99%. The loss after tax for the year attributable to shareholders for FY 2026 stood at Rs (476.88) lakh as against Rs (512) lakh in FY 2025, representing an improvement of 6.86% over the previous year.
The Company did not undergo any change in the nature of its business during FY 2026.
3. RESERVES
The Reserves and Surplus (excluding Revaluation Reserve) of the Company as on March 31,2026 stood at Rs. 1204.37 Lakhs. No amount is proposed to be transferred to reserves during the year.
4. DIVIDEND
In view of the losses, the Board has not recommended any dividend on equity shares for the year under review.
5. SHARE CAPITAL
As on March 31, 2026, the Authorised Share Capital of the Company is Rs 50,00,00,000/- divided into Rs 3,00,00,000 Equity Shares of 10/- each and Rs 20,00,000/- Non-Cumulative Redeemable Preference Shares of Rs. 100/- each.
The issued, subscribed and paid-up equity capital of the Company as on March 31, 2026, was Rs 1,68,34,932/- equity shares of 10/- each.
There were no changes to the Authorised, Subscribed and Issued Capital during the year.
6. HOLDING, SUBSIDIARY, ASSOCIATE OR JOINT VENTURE COMPANIES
The Company has no Holding, Subsidiary, Associate or Joint Venture Company.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Director liable to retire by rotation
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Amit Seth, Whole Time Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The brief resume of Mr. Amit Seth as required under the Listing Regulations and Secretarial Standards is provided in the Notice of the 55th Annual General Meeting of the Company. The requisite resolution pertaining to the re-appointment appears at the respective item of the Notice along with the Statement and is recommended to the Members for approval.
All Independent Directors of the Company have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Changes in Key Managerial Personnel:
Resignation and Appointment/Re-appointment
During the year under review, Mr. Aman Thakran, Company Secretary (CS) resigned from the service on September 08, 2025.
The Board of Directors on the recommendation of the Nomination & Remuneration Committee appointed Ms. Prachi Tyagi as the Company Secretary (CS) w.e.f September 12, 2025. She is a Member of the Institute of Company Secretaries of India.
Mr. Anant Kanoi (DIN:00150667) was reappointed as an Independent Director of the Company by board of directors in its meeting held on 12th February 2026, for a second term of five (5) consecutive years, commencing from 30th March, 2026 up to 29th March, 2031 (both days inclusive)
8. AUDIT REPORTS AND AUDITORS
a) Statutory Auditors
The shareholders of the Company at 51st AGM held on September 29, 2022 had appointed M/s. Nikhil Goel & Associates (ICAI Registration No-020934C) (Now Goel Goyal & Co.), as the Statutory Auditors of the Company for a term of 5 years.
The Notes on financial statement referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation, adverse remark or disclaimer. There are no frauds reported in the reports of the Auditors as mentioned under sub-section (12) of Section 143 of the Act.
The Auditor's Certificate confirming compliance with conditions of corporate governance as stipulated under the Listing Regulations, for FY 2026 is enclosed as Annexure to the Board's report, which forms part of this Annual Report
b) Secretarial Auditor
M/s. Abhishek Gupta & Associates., Company Secretaries (Firm registration no: S2013DE223400), was appointed as secretarial auditor of the Company to hold office for a term of five consecutive years commencing from financial year 2025-26 till financial year 2029-30 in the 54th AGM of the Company held on September 22, 2025, as required under Section 204 of the Act and Rules thereunder
The Secretarial Auditors' Report for FY 2026 does not contain any qualification, reservation, or adverse remark. The Secretarial Auditors' Report is enclosed as Annexure 1 to the Board's report, which forms part of this Annual Report.
c) Internal Auditor
Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors of the Company appointed Sehgal Mehta and Co., Chartered Accountants, (ICAI Registration No - 003330N) as the Internal Auditors of the Company, to conduct the Internal Audit functions and activities of the Company for the Financial Year 2025-26.
d) Cost Auditor
The provisions regarding maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.
9. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Corporate Social Responsibility (CSR) as prescribed under Section 135 the Companies Act, 2013, were not applicable to the Company during the year under review. The policy of CSR is available on the website of the Company https://pearlpet.net/about-us/#investor-relations
10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars in respect of Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo as required under section 134 (3)(m) of the Companies Act, 2013, read with the rules there under, are provided in Annexure 2 to this report.
11. OTHER DISCLOSURES AND AFFIRMATIONS
Pursuant to the provisions of Companies (Accounts) Rules, 2014, the Company affirms that for the year ended on March 31,2026:
a. There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other court.
b. There was no instance of one-time settlement with any bank or financial institution.
c. There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.
d. It has complied with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder, including all applicable obligations relating to maternity benefits for eligible employees.
12. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL ACT), 2013
Your Company has a policy on prevention of Sexual Harassment in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and has constituted the Internal Complaints Committee. All employees (Permanent, Contractual, Temporary, Trainees) are covered under this policy.
Number of Complaints Received, Solved and Pending during the year:
NIL
13. MATERIAL CHANGES AFFECTING FINANCIAL POSITION BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT
There are no material changes and commitments that affect the financial position of the Company between the date of closure of Financial Year and the date of this report.
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees or Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
15. DEPOSITS
Your Company has not accepted any deposits during the year under review, falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
16. INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to Section 125 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the amount of fixed deposit remaining unpaid /unclaimed for a period of seven years has been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government of India. Further, the Company has uploaded the necessary information in respect of the unclaimed amount on the website of IEPF viz. www.iepf.gov.in and on the Company's website at https://pearlpet.net/about-us/#investor-relations
17. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual Directors as per the formal mechanism for such evaluation adopted by the Board pursuant to Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of evaluation. Any member of the Board did not participate in the discussion of his/her evaluation. Performance evaluation of Independent Directors was carried out by the entire board, excluding the Independent Director being evaluated.
A meeting of the Independent Directors was also held, to review the performance of the Non-Independent Directors, the Board as a whole and the Chairperson on the parameters of effectiveness and to assess the quality, quantity and timeliness of the flow of information between the Management and the Board.
18. DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors of the Company, to the best of their knowledge and belief confirm that:
a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit and loss of the Company for that period;
c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. The Directors have prepared the annual accounts on a going concern basis;
e. The Directors have laid down internal financial controls which were followed by the Company and such internal financial controls are adequate and were operating effectively; and
f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.
19. DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declarations from the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They have stated that they are unaware of any circumstances that could impede their ability to fulfill their duties objectively and independently, free from external influence. The terms and conditions of their appointment adhere to Schedule IV of the Act.
Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.
In the opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made thereunder and Listing Regulations and possess relevant expertise & experience and are independent of the management.
As of the report date, none of the Directors are disqualified, according to Section 164 of the Act, from being appointed as a Director. A certificate verifying this, signed by the Practicing Company Secretary, is attached to the Corporate Governance Report, which forms an integral part of Annual Report.
20. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors met 5 (Five) times during the financial year 2025-26, the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.
A separate meeting of the Independent Directors was also held to review the performance of Nonindependent Directors and overall performance of the board.
21. AUDIT COMMITTEE
The Composition of Audit Committee of the Company is described in Corporate Governance Report as stipulated under Listing Regulations, which forms integral part of this Report.
22. NOMINATION AND REMUNERATION POLICY
The Company has adopted a Nomination and Remuneration Policy as required by Section 178 of the Companies Act, 2013, which provides for the appointment and removal of Directors, Key Managerial Personnel & senior management, board diversity and their remuneration including criteria for determining qualifications, positive attributes, independence of a director etc. The remuneration paid is as per the Policy. The details of such policy can be viewed on the Company's website https://pearlpet.net/about- us/#investor-relations.
23. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL
The Company has in place a Risk Management policy that encompasses identification, assessment, monitoring and mitigation of risk across all levels and functions. The main objective of Policy is to proactively managing uncertainty and changes in the internal and external environment, to limit negative impacts and capitalize on opportunities, so as to ensure business stability. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis. There are no risks which in the opinion of the Board threaten the existence of the Company. Your Company has an Internal Financial Control System which was operating effectively for ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
24. INSIDER TRADING CODE
The details regarding insider trading code are given in the Corporate Governance section of the Annual Report. Your Company has also adopted a policy for determination of legitimate purposes in line with the PIT (Amendment) Regulations, 2018 as a part of Code of practices and procedures of fair disclosures of unpublished price sensitive information.
25. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Your Company is committed to highest standards of ethical, moral and legal business conduct. The Company has a policy on whistle blower and vigil mechanism for providing a framework to promote responsible and secure whistle blowing. It protects Directors and employees wishing to raise a concern about serious irregularities within the Company. The Policy is available on the Company's website at https://pearlpet.net/about-us/#investor-relations.
During FY 2025-26, no complaint was received. Further, no individual was denied access to the Audit Committee for reporting concerns, if any.
26. PARTICULARS OF EMPLOYEES AND REMUNERATION
The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure 3 and forms an integral part of this Report. A statement comprising the names of top 10 employees and other details in terms of remuneration drawn in terms of Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms an integral part of this annual report but the said statement is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Act. However, the said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing AGM. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company on any working day of the Company up to the date of the ensuing Annual General Meeting.
27. COMPLIANCE WITH THE INSTITUTE OF COMPANY SECRETARIES OF INDIA ("ICSI") SECRETARIAL STANDARDS
The Company has adhered to Secretarial Standards issued by the Institute of Company Secretaries of India on meetings of Board of Directors, its committee(s) and General Meetings.
28. STATUTORY COMPLIANCE
The Board periodically reviews the mechanism put in place by the management to ensure the compliances with Laws and Regulations as may be applicable to the Company as well as the steps taken by the Company to rectify the instances of non-compliances, if any.
29. RELATED PARTY TRANSACTIONS
During the year, there were no transactions with related parties which were not at arm's length and not in the ordinary course of business as per the provisions of section 188 of the Companies Act, 2013 or materially significant or which were in conflict with the interests of the Company and that require an approval of the Company's shareholders in terms of the Companies Act or SEBI Listing Regulations. Accordingly, the disclosure of the transactions in Form AOC-2 is not applicable to your Company.
All Related Party Transactions are placed before the Audit Committee and the Board for review and approval. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review on a quarterly basis. The detailed policy on Related Party Transactions is available on the website of the Company at https://pearlpet.net/about- us/#investor-relations. The details regarding Related Party Transactions are contained in the Notes to Financial Statements.
30. ANNUAL RETURN
Pursuant to Sec 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at Company's website at https:// pearlpet.net/about-us/#investor-relations.
31. CORPORATE GOVERNANCE REPORT
A Separate report on Corporate Governance along with certificate from Ms. Rashmi Sahni, Practicing Company Secretary confirming compliance with the requirement of Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015 as amended from time to time, forms an integral part of the Annual Report.
32. CAUTIONARY STATEMENT
Statements in this report, particularly those which relate to Management Discussion & Analysis, describing the Company's objectives, projections, estimates and expectations may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.
33. ACKNOWLEDGEMENT
The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company's executives, staff and workers.
Last but not least, the Directors wish to place on record their warm appreciation to you for your continuous support and encouragement.
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