National Plastic Industries Ltd Directors Report

Dear Members,

Your directors are pleased to present the 39th Annual Report on business and operations of your company together with the Audited Financial Statements of the Company, for the year ended 31st March 2026.

FINANCIAL RESULTS:

(Amount in Rs.)

Particulars	2025-2026	2024-2025
Sales & Other Income	1,03,83,97,189	97,57,35,512
Gross Profit before Depreciation & Finance Cost	11,37,18,262	9,39,96,875
Less : Finance Cost	2,03,42,368	1,78,63,746
Depreciation	2,89,44,574	2,53,91,682
Profit for the year	6,44,31,320	5,07,41,407
Less :
Current Tax	1,42,30,953	1,28,85,361
Deferred Tax Liabilities	(20,38,009)	(26,60,966)
Previous Tax	1,76,31,080	29,67,967
Net Profit after Tax	3,46,07,296	3,75,49,045
Add : Balance brought forward from previous year (Adjusted)	21,87,49,202	18,04,55,751
Balance Available for appropriation	25,33,56,498	21,80,04,836
Appropriation
Proposed Dividend	-	-
Dividend Tax	-	-
Grant Adjustments	-	-
Other Comprehensive Income	19,66,316	7,44,366
Transfer to General Reserve	-	-
Balance C/f to Balance Sheet	25,53,22,814	21,87,49,202

COMPANYS OPERATIONAL PERFORMANCE:

During the year under review, the Company achieved Revenue from Operations and Other Income of 103.84 crore as against Rs. 97.57 crore in the previous year, recording a growth of 6.42%. Profit Before Tax increased to Rs. 6.44 crore from Rs. 5.07 crore in the previous year, representing a growth of 27.00%.The financial performance reflects the Companys continued focus on operational excellence, cost optimisation and disciplined execution of business strategies. Profit After Tax stood at Rs. 3.46 crore as against Rs. 3.75 crore in the previous year. The reduction in net profit was primarily on account of higher tax expenses during the year. Your Directors remain confident about the Companys long-term prospects and believe that its strong customer relationships, established brand presence, prudent financial management and focus on innovation will continue to support sustainable growth and value creation for all stakeholders.

DIVIDEND:

The Company does not propose any dividend for the year 2025-2026.

SUBSIDIARIES AND JOINT VENTURES:

The Company does not have any Subsidiary Company or Joint Venture.

SHARE CAPITAL

There was no change in the Companys share capital during the year under review. The Companys paid up Equity Share Capital to stood at Rs. 912.96 lakhs comprising of 91,29,600 equity shares of Rs. 10/- each as on 31st March 2026.

TRANSFER TO RESERVES

There is no amount proposed to be transferred to Reserves out of profits for the financial year 2025-2026.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, Annual Return for the financial year ended 31st March, 2026 in form MGT-7 is prepared as per the provisions of Section 92(3) of the Act, and Rule 12 of Companies (Management and Administration) Rules, 2014. The Company is required to host a copy of annual return on the website, if any of the Company and as web link of the same to be given in the Directors Report and same will be placed on the below mentioned web- address at: http://nationalplastic.com.

NUMBER OF MEETINGS OF THE BOARD:

During the year, Five (5) Board meetings were convened and held in accordance with the provisions of the Companies Act, 2013 and as per Secretarial Standards -1, the details of which are given in the Corporate Governance Report.

The maximum interval between any two meetings did not exceed 120 days.

Number of Meetings of Committees of the Board of Directors

The Board has established various Committees as a matter of good corporate governance practice and as per the requirements of the Companies Act, 2013:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility (CSR) Committees

Detailed information of these Committees and relevant information for the year under review are set out in the Corporate Governance Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Composition:

During the year under review, the Board of Directors of your esteemed Company remained duly constituted in strict compliance with the provisions outlined in the Companies Act, 2013 read with Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Further, the Board of Directors on recommendation of Nomination and Remuneration Committee, recommended the re-appointment of Mr. Vipul Amul Desai (DIN: 02074877) as Non-Executive Independent Director for second term of 5 years w.e.f. 12th February ,2026 and the shareholders of the Company approved his re-appointment as an Independent Director of the Company through Postal Ballot on 10th April 2026.

As of the latest, the Board consists of a total of eight Directors, comprising four Executive Directors and four Non-Executive Independent Directors, each contributing to the governance and strategic direction of the Company.

b) Retirement by Rotation:

As per the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Mishaal Ketan Parekh, Executive Director who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment to the Board. His profile details are contained in the accompanying Notice of the AGM.

c) Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of Company confirming that they meet with the criteria of Independence as prescribed pursuant to the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended time to time. In the opinion of the Board, they fulfil the conditions for appointment/re-appointment as Independent Directors on the Board.

d) Familiarization Program for Independent Directors

The Company has conducted Familiarization Program for Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company etc. The details of which are available on the website of the Company (www.nationalplastic.com).

e) Board Evaluation

In terms of the provisions of the Companies Act, 2013, a structured questionnaire was prepared after taking into consideration the various aspects of the Board functioning like composition of the Board and its committees, culture, execution and performance of Specific duties, obligations and governance.

The Independent Directors, in their separate meeting held on 28th May 2026 evaluated the performance of the Board, the Chairperson and the Non-Independent Directors. The result of the evaluation is satisfactory and sufficient and meets the requirements of the Company.

Further, the Annual Performance Evaluation was also carried out by the Board for the financial year 2025-2026 in respect of its own performance, the evaluation of the working Committees, Directors through peer evaluation excluding director being evaluated.

f) Key Managerial Personnel

The Company has six Key Managerial Personnel which includes Mr. Paresh Parekh, Managing Director; Mr. Ketan Parekh, Joint Managing Director; Mr. Harsh Parekh, Whole Time Director; Mr. Mishaal K. Parekh , Executive Director; Mr. Umesh Shenoy, Chief Financial Officer and Mr. Dhawal Vora, Company Secretary, to inter alia shoulder the responsibilities in their respective fields as envisaged under the provisions of the Companies Act, 2013 & SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, Mr. Amit Jain resigned from the position of Company Secretary & Compliance Officer of your Company with effect from close of business hours on July 09, 2025. The Board places on record its appreciation for the valuable services rendered by him during his tenure with the Company. Further, the Board of Directors appointed Mr. Dhawal J. Vora as Company Secretary & Compliance Officer of the Company with effect from September 27, 2025 pursuant to Section 203 of the Companies Act, 2013 and Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors acknowledges the responsibility for ensuing compliances with the provisions of Section 134(3) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on 31st March 2026 and states that:

i. in the preparation of the annual accounts for the year ended 31st March 2026, the applicable accounting standards had been followed along with proper explanations relating to material departures;

ii. they 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 31st March 2026 and of the profits of the Company for the financial year ended 31 st March 2026;

iii. they 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;

iv. they had prepared the annual accounts on a going concern basis;

v. they had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

NOMINATION & REMUNERATION POLICY :

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and on the recommendation of the Nomination & Remuneration Committee, the Board has adopted the Nomination & Remuneration Policy for selection and appointment of Directors, Senior Management including Key Managerial Personnel (KMP) and their remuneration. The details of the Remuneration Policy are stated in the Corporate Governance Report. The details of this policy have been placed on the website of the Company at www.nationalplastic.com

PARTICULARS OF EMPLOYEES:

In terms of compliance with provisions of Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of remuneration to the Directors and employees of the Company and the details of the ratio of remuneration of each director to the median employees remuneration are annexed herewith as ‘Annexure- 1. to this Boards Report.

AUDITOR AND AUDITORS REPORT:

a) Statutory Auditor:

At the Companys 35th Annual General Meeting held on Friday August 26, 2022, M/s. R.S. Prabhu & Associates, Chartered Accountants (Firm registration No. 127010W), were re-appointed as Companys Statutory Auditors to hold office till the conclusion of the 40th Annual General Meeting,

The Auditors Report to the shareholders for the year under review below mentioned qualification.

Qualification:

As per the information and explanations provided to us, title deeds of immovable properties and lease agreements of leasehold property are generally in the name of the Company except for freehold land held by the Company, located at Kashimira, Mumbai, Maharashtra, title of which is under dispute. Gross Block as on 31/03/2026 is Rs. 43,17,415/-

Management view:

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

Reporting of fraud by the Auditor under Section 143(12) of the Companies Act, 2013

The Board of Directors states that M/s. R.S. Prabhu & Associates, Chartered Accountants, Mumbai (Firm Reg. no. 127010W), Statutory Auditors have not reported any fraud involving any amount committed by the Company to the Central Government or to the Board of Directors or Audit Committee of the Company.

b) Secretarial Auditor

The Secretarial Audit Report issued by M/s. Ragini Chokshi & Co., Practising Company Secretaries for FY 2025- 2026 is annexed as Annexure -2 to this Report. The Secretarial Auditors Report to the Members does not contain any qualification or reservation which has any material adverse effect on the functioning of the Company.

Further, pursuant to the provisions of Regulation 24A & other applicable provisions of the SEBI Listing Regulations read with Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors at their respective meetings held on 30th May 2025 have approved & recommended for approval of Members, appointment of M/s Ragini Chokshi & Co., Practising Company Secretaries (Firm Registration Number 92897) as Secretarial Auditor for a term of up to 5 (Five) consecutive years, to hold office from April 1,2025 up to March 31,2030.

c) Cost Auditor

Pursuant to Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records in respect of its specified products, and accordingly, the requisite cost accounts and records have been made and maintained by the Company.

Further, pursuant to Section 148 of the Companies Act, 2013 read with Rule 4 of the Companies (Cost Records and Audit) Rules, 2014, the Company is also required to have its cost records audited. M/s. N. Ritesh & Associates, Cost Accountants, were appointed as the Cost Auditors of the Company to conduct the audit of the cost records of the Company for the financial year 2026-27. Necessary resolution for ratification of the remuneration to be paid to the Cost Auditors is incorporated in the Notice of the ensuing Annual General Meeting for approval of members.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility (“CSR”) Committee.

The CSR Committee is entrusted with the responsibility of formulating and recommending to the Board the CSR Policy, recommending CSR activities/projects to be undertaken by the Company, monitoring implementation of CSR projects and reviewing the CSR expenditure incurred by the Company from time to time.

The composition of the CSR Committee and other details relating to CSR are provided in the Report on Corporate Governance forming part of this Annual Report. The CSR Policy of the Company is also available on the website of the Company.

The Chief Financial Officer has certified that the CSR funds disbursed during the financial year have been utilized for the purposes and in the manner approved by the Board.”

The Annual Report on CSR activities for the financial year ended March 31,2026, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, forms part of Annexure - 3 to this Report.

LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given, during the year under review, any loan, and guarantee or invested any funds falling under the purview of Section 186 of the Companies Act, 2013. Details of outstanding investments are given in the notes to financial statements.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions, which is also available on the Companys website at www.nationalplastic.com

All related party transactions are placed before the Audit Committee for its review and approval. Prior/ omnibus approval of the Audit Committee is obtained on an annual basis for a financial year for the transactions that are foreseen and repetitive in nature.

The statement giving details of all related party transactions entered into pursuant to the omnibus approval, together with relevant information, is placed before the Audit Committee for review and updated every quarter. All Related Party Transactions entered during the year were in the Ordinary Course of the Business and at Arms Length basis.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

All Related Party Transactions as required under Indian Accounting Standards Ind AS 24 Related Party Disclosure are reported in Note 35 Notes to Accounts of the financial statements of the Company.

CORPORATE GOVERNANCE:

The report on Corporate Governance for the year under review, is forming a part of the Boards Report and the same is prepared in accordance with SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and other applicable regulations, if any. The requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

MANAGEMENTS DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis is set out in this Annual Report.

DEPOSITS

The Company has not accepted any deposits from the public/ members during the year under review within the meaning of sections 73 and 74 of the Companies Act, 2013, read together with the Companies (Acceptance of Deposits) Rules, 2014, and accordingly, no amount on account of principal or interest on public deposits was outstanding as on March 31,2026.

INSURANCE

All the insurable interests of the company including inventories, building, plant & machinery etc. are adequately insured.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the Company which have occurred between the FY ended 31st March 2026 to which the Financial Statements relates and the date of signing of this report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

In compliance with clause (xi) of sub-rule 5 of rule 8 of the Companies (Accounts) Rules, 2014, as amended by the MCA on 24th March 2021, the Company confirms that no proceedings were initiated or pending under the Insolvency and Bankruptcy Code, 2016, during the financial year 2025-2026.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There were no significant / material orders passed by the regulators or courts or tribunals during the FY 2025-26, impacting the going concern status and Companys operations in future.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR

During the financial year under review, there was no instance of any one-time settlement entered into by the Company with any Bank or Financial Institution. Accordingly, the disclosure requirement relating to the difference between the amount of valuation done at the time of one-time settlement and the valuation done while availing the loan from the Banks or Financial Institutions, as prescribed under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014, is not applicable to the Company.

VIGIL MECHANISM

The Company has formulated a Vigil Mechanism Policy for Directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy. The necessary mechanism is in line with the requirements under the Companies Act, 2013. It provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. None of the Whistle Blowers have been denied access to the Audit Committee. The said policy is available on the Companys website www.nationalplastic.com under the Investor Section.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 form part of this report and are set out in the Annexure - 4 to this report.

RISK MANAGEMENT

The Board of Directors of your Company framework to identify, evaluate risks associated with the business viz. economic environment and market conditions, fluctuations in foreign currency, political environment, contractual compliance, credit risks, technology obsolescence, inflation, commodity prices, price fluctuation of raw materials and finished goods etc. Mitigation plans for the identified risks are drawn up based on the type of risks.

In the opinion of the Board, none of the above-mentioned risks threaten the existence of the Company.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate internal financial control procedures commensurate with its size and nature of business. The Company has appointed Internal Auditors comprising professional Chartered Accountants who periodically audit the adequacy and effectiveness of the internal controls laid down by the management and suggest improvements. Based on the audit observation and recommendations, follow ups and remedial measures are being taken including review and increase in scope, if necessary.

The Audit Committee of the Board of Directors periodically reviews the audit plans, internal audit reports and adequacy of internal controls. As a matter of proactive planning, the Board has also constituted an Audit Committee which meets periodically to review the financial performance and the accuracy of financial records. The management duly considers and takes appropriate action on the recommendations made by the Internal Auditors, Statutory Auditors and the Audit Committee of the Board of Directors.

The Internal Financial Controls over Financial Reporting were found adequate and operating effectively.”

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year, your Company has complied with applicable Secretarial Standards issued by Institute of Company Secretaries of India.

STATUTORY DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. There is no change in the nature of business of the Company.

b. In terms of the first proviso to Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to all the shareholders and is available on the Companys website.

c. There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

d. No issue of equity shares with differential rights as to dividend or voting or otherwise.

e. No significant material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company operations in the future.

CFO CERTIFICATION

As required under Regulation 17(8) of the Listing Regulations, the CFO of the Company have certified the accuracy of the Financial Statements and adequacy of Internal Control Systems for financial reporting for the year ended 31st March, 2026. The certificate is part of this Annual Report.

LISTING FEES

The Company has paid the Annual Listing fees to BSE Ltd. for the Financial Year 2026-2027.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, Your Company has transferred a sum of Rs. 4,70,435/- (Rupees Four Lacs Seventy Thousand Four Hundred Thirty-Five only) to Investor Education and Protection Fund, in compliance with the provisions of Section 124(5) of the Companies Act, 2013. The said amount represents dividend for the Financial Year 2017-18 which remained unclaimed by the members of the Company for a period exceeding 7 years from its declaration.

During the year, 61,065 equity shares in respect of which dividend has not been claimed by the shareholders for seven consecutive years for the final dividend declared in financial year 2017 - 2018, were transferred to the Investor Education and Protection Fund pursuant to the provisions of Section 124(6) of the Companies Act, 2013 and the rules there under.

Further, the voting rights on the above shares shall remain frozen till the rightful owner of such shares claims the shares. Before transferring such shares, in compliance with the provision of IEPF rules as applicable, the Company sends notices to the shareholders to claim their dividends in order to avoid transfer of dividends/shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of unclaimed dividends and shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Companys website nationalplastic.com.

The members who wish to claim on above dividends and shares may claim the same from IEPF Authority by submitting an online application in the prescribed Form No. IEPF-5 available on the website www.iepf.gov. in and sending a physical copy of the same, duly signed to the Company or RTA, along with requisite documents enumerated in the Form No. IEPF-5.

Further, attention is drawn to the members that unclaimed/unpaid Dividend for the Financial Year 2018-19 is due to transfer to IEPF Fund. In view if this, the Members of the Company, who have not encashed their Dividend warrants or those who have not claimed their dividend amount, may write to Company/Companys Registrar and Share Transfer Agent M/s. MUFG Intime India Pvt. Ltd.

GREEN INITIATIVE

Your Company has considered and adopted the initiative of going green minimizing the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those members whose email addresses are available with the Company. Your Company appeals other Members also to register themselves for receiving Annual Report/ documents in electronic form. The E-Communication Registration Form has been annexed at the end of the annual report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy provides for protection against Sexual Harassment of Women at Workplace and for prevention and Redressal of complaints. No complaints were received from any employee during the financial year 2025-2026.

During the financial year ended 31st March, 2026:

a) Number of complaints of sexual harassment received : NIL

b) Number of complaints disposed of during the year : NIL

c) Number of cases pending for more than ninety days : NIL

Compliance with Maternity Benefit Act, 1961

The Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961 and has policies, systems and processes in place to ensure ongoing compliance.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their deep and sincere gratitude to the customers and investors for their confidence and patronage, as well as to the vendors, bankers, and business associates, regulatory and governmental authorities for their co-operation, support and guidance. Your Directors would like to express a deep sense of appreciation for the support extended by the Companys unions and commitment shown by the 188 employees in its continued robust performance on all fronts.

	By the order of Board of Directors
	For National Plastic Industries Limited
	Sd/-	Sd/-
	Paresh V. Parekh	Ketan V. Parekh
	Managing Director	Joint Managing Director
	DIN: 00432673	DIN: 00432734
Place: Mumbai
Date: 28th May, 2026