Ecoplast Ltd Directors Report

<dhhead-BOARDS REPORT</dhhead-

To

The Members,

The Directors are pleased to present their 44^th Annual Report and Audited Financial Statements for the financial year ended March 31, 2026.

FINANCIAL SUMMARY:

Operations/ State of Companys Affairs:

During the year under review, the Company achieved revenue from operations of Rs. 221.08 crs as compared to Rs. 207.78 crs in the previous year. The Company earned a net profit of Rs. 11.98 crs as compared to Rs. 13.77 crs in the previous year.

As noted above, the financial results for FY 2025-26, together with the comparative figures for FY 2024-25, are presented on a merged basis pursuant to the NCLT- sanctioned merger of Kunal Plastics Private Limited with the company, effective from the appointed date of April 1, 2025.

Kunal Plastics Pvt Ltd, a sister concern, is one of the largest manufacturers of PE Bags in India, offering a diverse range of bags catering to a wide array of applications. Its client base includes numerous MNCs serving the hygiene sector in India. We also have exports into the United States and African markets catering to the hospitality and food industry respectively. With this merger, all the business and operating entities within the group now stand consolidated under Ecoplast Limited.

Increased trade tariffs announced by the USA on India, and the resulting uncertainty, affected export orders and realizations during the year. The Company is responding by concentrating its efforts on developing new customers across other export markets. In parallel, the Company maintained a strong focus on developing higher-value added products.

In the last quarter of the year, the escalation of conflict in West Asia significantly affected the availability and pricing of raw materials, impacting both margins and demand. The Company is mitigating this risk by securing its raw material supply chains to ensure uninterrupted production and delivery, amid ongoing global supply- chain uncertainty, and to ensure hassle-free supply of finished goods to its customers.

The Board of Directors of the Company at its meeting held on December 14, 2024, has approved the scheme of amalgamation of Kunal Plastics Private Limited (Transferor Company) with Ecoplast Ltd (Transferee Company), subject to the necessary regulatory approvals. On May 14, 2026 the NCLT has sanctioned the Scheme, with appointed date as April 1, 2025 and on May 27, 2026 the Company has received certified true copy of the said order. The Scheme is effective from May 28, 2026 i.e. upon filing the same with Registrar of Companies, Ahmedabad, by both the companies.

No material changes have occurred from the end of the financial year till the date of this report affecting the Companys financial position.

No significant and material orders have been passed by the regulators or Courts or Tribunals impacting the going concern status and the companys operations in the future during the year under review.

There has been no change in the nature of the Business of the Company during the year.

DIVIDEND:

The Board of Directors, after thorough consideration of the Companys financial aspects and ongoing projects, has prudently decided not to recommend a dividend for the financial year 2025-26.

TRANSFER OF AMOUNTS TO RESERVES:

The Company was not required to transfer any amount to any reserve during the financial year.

BOARD MEETINGS:

The Board of Directors met 9 (nine) times during the financial year 2025-26. The dates of the Board meetings have been mentioned in the Corporate Governance Report which forms part of this report.

DIRECTORS AND KEY MANANGERIAL PERSONNEL:

Based on the recommendation of the Nomination and Remuneration Committee (NRC) and the Board, and in accordance with the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), Ms. Priyal Saurabh Vora (DIN: 09374896) was appointed as an Additional Director (Independent) of the Company by the Board of Directors on May 27, 2025, for a term of 5 years commencing from June 01, 2025 to May 31, 2030. The said appointment of Ms. Priyal Saurabh Vora as an Independent Director (ID) was approved by the Members at the AGM held on August 12, 2025.

Based on recommendation of NRC, Board and in accordance with provisions of the Act and Listing Regulations, Mr. Jayesh Jashvantlal Shah (DIN: 00260876) was appointed as an Additional Director (Independent) of the Company by the Board of Directors on January 01, 2026, for a term commencing from January 01, 2026 up to December 31, 2030. The said appointment of Mr. Jayesh Jashvantlal Shah as an Independent Director (ID) was approved by the Members on February 07, 2026 by way of Postal Ballot.

Based on recommendation of NRC, Board and in accordance with provisions of the Act and Listing Regulations, Mr. Jay Ketan Shroff (DIN: 07712312) appointed as a Wholetime Director of the Company w.e.f. January 01, 2026, for a period of three years with effect from January 01, 2026 to December 31, 2028. The said appointment of Mr. Jay Ketan Shroff as Whole-time Director was approved by the Members on February 07, 2026 by way of Postal Ballot.

Mr. Ravi Amulbhai Mehta (DIN: 09220091), Director of the Company would retire by rotation, at the ensuing Annual General Meeting and being eligible offers herself for reappointment. The resolution seeking Members approval for his re-appointment forms part of the Notice.

Mr. Dhananjay T. Desai (DIN- 00049574) ceased to be an Independent Director of the Company with effect from the close of business hours on September 11, 2025, consequent

to the completion of his second term of five years. The Board appreciates his association and valuable contributions during his tenure and extends its best wishes for his future endeavors.

INDEPENDENT DIRECTORS:

In terms of Section 149 of the Act, Mr. Bikash Ranjan Tarafdar, Mr. Monil Vijay Shah, Mrs. Priyal Saurabh Vora and Mr. Jayesh Jashvantlal Shah are the IDs of the Company as on the date of this Report. In terms of Regulation 25(8) of the Listing Regulations, all IDs have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impact their ability to discharge their duties. The Directors have further confirmed that they are not debarred from holding the office of the director under any SEBI Order or any other such authority. Based upon the declarations received from the IDs, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are independent of the management. In the opinion of the Board, there has been no change in the circumstances which may affect their status as IDs of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all IDs on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the IDs of the Company have included their names in the data bank of IDs maintained with the Indian Institute of Corporate Affairs (IICA). During the year under review, the Non-Executive Directors (NEDs) of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and commission, as applicable, received by them.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization program for the Independent Directors to familiarize them with their role, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. All Board Members of the Company are accorded every opportunity to familiarize themselves with the Company, its management, its operations and above all, the industry perspective and issues. The details of the familiarization programme are explained in the Corporate Governance Report. The same is also available on the website of the company at www.ecoplastindia.com .

The Remuneration Policy for directors and senior management and the criteria for selection of candidates for appointment as directors, independent directors and senior management are placed on the website of the Company at www.ecoplastindia.com

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) mechanism formulated by the Company provides a channel to the employees and Directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director/ Chairman of the Audit Committee in exceptional cases. The said vigil Mechanism has been disseminated on the Companys website at www.ecoplastindia.com

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(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 at the end of the financial year and of the profit 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 this 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; and

(e) the directors, have laid down internal financial controls to be followed by the company in consultation with the experts and that such internal financial controls are adequate and were operating effectively.

(f) the directors have devised proper systems in consultation with the experts to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has a proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives:

• Providing assurance regarding the effectiveness and efficiency of operations;

• Efficient use and safeguarding of resources;

• Compliance with policies, procedures and applicable laws and regulations; and

• Transactions being accurately recorded and reported timely.

• The Company has a budgetary control system to monitor expenditures and operations against budgets on an ongoing basis.

• The Internal Auditor also regularly reviews the adequacy of internal financial control system.

SUBSIDIARY COMPANY:

As on March 31, 2026, the Company had 1 (one) Subsidiary namely Synergy Films Private Limited. A report on the performance and financial position of the subsidiary has been provided in Form AOC-1 as per Section 129(3) of the Act is annexed to this report as Annexure- I.

During the year under review, no Company has become or ceased to be Companys subsidiary, joint venture or associate company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company along with relevant documents and separate audited financial statements in respect of the subsidiary are available on the website of the Company at www.ecoplastindia.com .

Pursuant to Section 92(3) and 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 25-26 is available on the website of the Company at www.ecoplastindia.com .

The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the same are available on our website www.ecoplastindia.com