Solve Plastic Products Ltd Directors Report

The Companys total revenue for the current year is 4,146.03/- (in Lakhs). The total
expenditure including depreciation and amortization expenses for the period ended
31.03.2025 is 95.05/- (in Lakhs). The Company has incurred Loss after tax 478.81(in Lakhs)
Your directors are taking constant efforts to improve the operational performance and
efficiency of the Company.

During the year under report, the Company had made an Initial Public Offer of 13,02,000/-
Equity Shares of Rs. 10/- each at an issue price of Rs. 91/- each (including the share
premium of Rs. 81/- per Equity Share) and got listed on the SME platform of the National
Stock Exchange of India Limited i.e. NSE EMERGE on 21^st August 2024.

III. Overview of the industry and important changes in the industry during the last year;

In India, the past year has been marked by steady growth but with clear structural shifts
across industries. The manufacturing sector continued to benefit from government
programs like Make in India and PLI schemes, with strong momentum in electronics,
renewable energy, and semiconductors, while traditional sectors like construction materials
and textiles faced margin pressure from rising input costs. The slowdown of large
infrastructure projects such as Jal Jeevan Mission affected demand for pipes and allied
industries, while consolidation and efficiency improvements became priorities for SMEs. At
the same time, the services sector, especially IT and digital platforms, experienced cautious
hiring and project delays due to global uncertainty, though domestic demand for fintech,
e-commerce, and SaaS stayed strong. Indian companies increasingly embraced
automation, AI, and digital transformation to stay competitive, while capital markets
remained buoyant with record SME IPOs, strong FII inflows, and growing retail participation.
Policy thrust on green energy, circular economy, and waste reduction also shaped industry
priorities. Overall, Indias industry moved toward resilience, sustainability, and value
creation, even amid global headwinds.

From BALCO Pipes perspective, the future outlook is strongly positive, anchored in Indias continued infrastructure
push, rising urban housing demand, and the governments focus on quality, sustainability, and circular economy
practices. With its ZED Gold certification, NSE listing, and reputation for consistent quality, BALCO is well positioned to
expand beyond Kerala into new southern and eastern markets while strengthening its distribution network. The
companys emphasis on lean manufacturing, waste reduction, energy efficiency, and eco-friendly practices aligns
with upcoming regulatory and consumer expectations, giving it a competitive edge. By leveraging digital marketing,
lead-generation systems, and product innovation such as advanced conduits and silent pipes, BALCO Pipes can
achieve both deeper market penetration and brand leadership. Overall, the next phase offers opportunities to scale
sustainably, attract long-term investors, and move closer to the vision of becoming a S500 crore enterprise within the
next few years.

4.State of the Companys Affair:

There was no change in the nature of the business of the Company during the year under review.

5.Share Capital:

The Authorized Share Capital of the Company as on 31/03/2025 is Rs.7,00,00,00/- (Rupees Seven Crore only) divided
into 5,00,000 Equity Shares of Rs. 10/- each and 2,00,000 Non-Convertible Preference Shares of Rs. 100/- each. and
there has been no change in the same during the year under report.

The Issued, Subscribed and Paid-up Share Capital as on 31/03/2025 is Rs. 4,36,82,500/- (Rupees Four Crore Thirty-Six
Lakh Eighty-Two Thousand Five Hundred Only) divided into 43,68,250 Equity Shares of Rs. 10/- each. The Company has
made an Initial Public Offer of 13,02,000/- Equity Shares of Rs. 10/- each at an issue price of Rs. 91/- each (including
the share premium of Rs. 81/- per Equity Share) on the SME platform of the National Stock Exchange of India Limited
during the period under report. The shares were allotted to the shareholders on the 19^th of August 2024.

6. Transfer to reserves:

The Company has not transferred any amount to reserves during the period under review.

7. Dividend:

No dividend has been recommended for the financial year ended 31.03.2025.

We are pleased to inform you that the Company has made an Initial Public Offer of 13,02,000/- Equity Shares of Rs.
10/- each at an issue price of Rs. 91/- each (including the share premium of Rs. 81/- per (Equity Share) on the SME
platform of the National Stock Exchange of India Limited i.e. NSE EMERGE. The IPO had received an exceptional
response from the public.

The equity shares pursuant to Initial Public Offer were allotted on 20^th August, 2024.

The Equity Shares of the Company were listed on the NSE Emerge platform with effect from 21^st August, 2024.

9. Utilization of IPO Proceeds.

The statement of utilization of IPO proceeds as on 31^st March 2025 is as follows:

Amount in Lakhs)

During the year under Report there were no deviations or variation in respect of utilization of IPO proceeds from the
objects proposed in the prospectus. Any surplus amount in the head Issue related expenses shall be allocated and
utilized for other objects.

11. Details of material Changes and Commitments affecting the financial position of the Company which have
occurred between the end of the financial year of theCompany to which the financial statements relate and the date
of report:

There were 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 other than those mentioned in the Report.

12. Directors:

The Board of Directors of the Company consists of 12 directors. The Board of the Company is duly constituted. None of
the Directors of the Company are disqualified under the provisions of the Act or the Listing Regulations. The
composition of the Board as follows:

In accordance with the provisions of the Act and Articles of Association of the Company, Balakrishnan Nair (DIN:
02449135), and Mr. Deepthi Santhakumary (DIN: 08592096) retires by rotation and being eligible, offers himself for re-
appointment at the ensuing Annual General Meeting (AGM). The reappointment is placed for approval of the
members and forms part of the notice of the 30^th AGM. The information about the Director seeking his re-
appointment as per Para 1.2.5 of Secretarial Standards on General Meetings and Regulation 36(3) of the Listing
Regulations has been given in the notice convening the 30^th AGM.

Certificate of Non-Disqualification of Directors from Practicing Company Secretary: In terms of the Listing Regulations,
SVJS & Associates Company Secretaries, Practicing Company Secretaries, has issued a Certificate that none of the
Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as
Directors of the Companies by the SEBI / Ministry of Corporate Affairs or any other statutory authority.The Certificate
forms part of the Corporate Governance Report and is given in Annexure -2.

13. Key Managerial Personnel:

Pursuant to Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the following are the Key Managerial Personnel (KMP) of the Company:

1. Sudheer Kumar Balakrishnan Nair- Managing director

2. Susil Balakrishnan Nair- Whole-time Director

3. Prasad Kizhakkematta Ppallil-Chief Financial Officer*

4. Divya Ajnthakumari -Company Secretary and Compliance Officer

Mr. Prasad Kizhakkematta Ppallil-Chief Financial Officer Ceased from 22^nd May 2025.The remuneration and other
details of these KMP for financial year 2024-25 are provided in the Annual Return, which is available on the website of
the Company.

As per the requirements of the Act and Listing Regulations, the following committees were constituted. The
composition and the meeting of committees held during the year are as follows:

Audit Committee

During the financial year 2024-25, the AC met four times on 24^th June 2024, 27^th July 2024, 08^th November 2024 and 10^th
February 2025.

The Composition of the Nomination and Remuneration Committee (NRC):

The Composition of the Stakeholders Relationship Committee (SRC):

During the financial year 2024-25, the SRC met one time and the number of shareholders being less than one
thousand the committee had not reported any instances of shareholder queries.

The Board met 9 times during the period under review on 16.04.2024 03.05.2024, 16.05.2024, 26.06.2024, 22.07.2024,
01.08.2024, 19.08.2024, 08.11.2024, and 10.02.2025. The attendances of directors in the said meetings are as follows:

In terms of requirements under Schedule IV of the Act and Regulation 25(3) of Listing Regulations, a separate meeting
of the Independent Directors was held on 22^nd October, 2024 and 20th March, 2025.

The Independent Directors at the meeting, inter alia, reviewed the following: -

• Performance of Non-Independent Directors and the Board as a whole.

• Performance of the Chairman of the Company, considering the views of Executive Directors and Non-Executive
Directors.

• The quality, quantity and timeliness of the flow of information between the Company Management and the Board
that is necessary for the Board to effectively and reasonably perform their duties

The Company has received declarations from the appointed Independent Directors that they meet the criteria of
independence as provided in Section 149(6) of the Companies Act, 2013. Further, the Independent Directors have
complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Conduct for
Independent Directors adopted by the Company.

The Company had conducted a Programme for Familiarization of Independent Directors on 22^nd October 2025 with
regard to their roles, rights, responsibilities and all other information about the Company and the industry in which it
is operated.

Pursuant to the provisions of the Act, Listing Regulations and as per Guidance Note on Board Evaluation issued by SEBI
on 5th January, 2017, the Board has carried out annual performance evaluation of its own performance, the Directors
individually as well as evaluation of the working of its Committees at their meeting held on 29th January, 2025. The
Nomination and Remuneration Committee has defined the evaluation criteria for the performance evaluation of
individual Directors, the Board and its Committees. The performance of the Board, its committees and individual
Directors was evaluated by the Board after seeking inputs from all the respective Committee members and Directors

The Management Discussion and Analysis Report forms part of the Annual Report in.

Pursuant to the requirements under Section 134 (5) of the Companies Act, 2013 with respect to Directors Responsibility
Statement, it is hereby confirmed:

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

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at
the end of the financial year and of the profit of the company for the financial period 2024 - 2025;

iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;

iv) the directors had prepared the annual accounts on a going concern basis;

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

22. Companys policy on directors appointment and remuneration including criteria for determining qualifications,
positive attributes, independence of a director and other matters provided under sub-section (3) of section 178:

The Company has devised policy relating to appointment of Directors, payment of Managerial remuneration,
Directors qualifications, positive attributes, independence of Directors and other related matters as provided under
Section 178(3) of the Companies Act, 2013 ("the Act") as recommended by the Nomination and Remuneration
committee and approved by the Board of Directors. Our Company has placed the policy on the Company website
and the weblink is https://balcopipes.com/ .