Tokyo Plast International Ltd Directors Report

a. Financial Results

The Companys "nancial performance for the year under review along with previous years "gures is given hereunder:

b. Business Operations and Future Prospects

The Company continues its journey of delivering value to its customers. It adopted several signi"cant external benchmarks and certi"cations. Tokyo Plast International Limited is certi"ed under various standards to meet the clients demands & enhanced value delivery.

With our work ethics meeting highest International standards and the quality proven products, remarkable performance, Tokyo Plast International Ltd has been awarded with the ISO 9001:2008 certi"cate, further acknowledging the companys creditworthiness in the Thermoware/Plastic Houseware Industry.

A detailed review of the progress and the future outlook of the Company and its business, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchange are presented in a separate section forming part of the Annual Report.

The company is engaged in the manufacture of Thermo Food Containers and Coolers. The net receipts from Operations during the year under review were Rs. 7247.43 Lakhs as against Rs. 6636.61 Lakhs in the previous year. The Pro"t/Loss after tax is Rs. 132.41 Lakhs as against Rs. 100.28 Lakhs in the previous year.

The Board of Directors thought it prudent not to recommend any Dividend for the "nancial year ended 31 st March, 2025.

It is not proposed to transfer any amount to reserves out of the pro"ts earned during FY 2024-25.

During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options or sweat equity or warrants.

The details of unpaid and unclaimed dividends lying with the Company as on March 31, 2025, have been uploaded on the Companys website and can be accessed at the following link: https://tokyoplastint.in/unclaimed-and-unpaid-dividend/

In accordance with the provisions of Section 124(5) and Section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, dividend amounts that remain unclaimed for a period of seven consecutive years, along with the corresponding shares, are required to be transferred to the IEPF.

Accordingly, the details of shareholders who have not encashed their dividend warrants for the past seven consecutive years commencing from the "nancial year 2016–2017, and whose shares are liable to be transferred to the IEPF Authority, are also available and will be uploaded on the IEPF websiteat: www.iepf.gov.in

Members may kindly note that after the transfer, both the unclaimed dividends and the shares can be claimed back from the IEPF Authority by following the prescribed procedure.

Concerned shareholders are advised to:

• Refer to the Companys Shareholders Reference Guide available at: https://tokyoplastint.in/unclaimed-and-unpaid-dividend/

The Company has also sent individual notices/reminders to the concerned shareholders whose dividends are unclaimed and are due for transfer to the IEPF, and has simultaneously published requisite advertisements in newspapers as per statutory requirements.

IEPF Disclosure as per the SS-4 a. details of the transfer/s to the IEPF made during the year as mentioned below: i. amount of unclaimed/unpaid dividend and the corresponding shares; Amount of Unclaimed Dividend Transferred – Rs. 3,25,543 No. of Shares Transferred – 9,15,586 Shares ii. redemption amount of preference shares; NA

iii. amount of matured deposits, for companies other than banking companies, along with interest accrued thereon; NA

iv. amount of matured debentures along with interest accrued thereon; NA

v. application money received for allotment of any securities and due for refund along with interest accrued; NA

vi. sale proceeds of fractional shares arising out of issuance of bonus shares, merger and amalgamation; NA

b. details of the resultant bene"ts arising out of shares already transferred to the IEPF; NA

c. year wise amount of unpaid/unclaimed dividend lying in the unpaid account upto the Year and the corresponding shares, which are liable to be transferred to the IEPF, and the due dates for such transfer; NA

d. the amount of donation, if any, given by the company to the IEPF; NA

e. such other amounts transferred to the IEPF, if any, during the year : NA

1. DIRECTORS:

a. Retirement & re-appointment of Director

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Haresh Velji Shah (DIN: 00008339), Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

The Board recommends his re-appointment for the approval of the members.

Proposed Appointments:

1) The term of Mr. Velji Lakhadir Shah as Managing Director expired on 20 th May, 2025 Keeping in view his expertise and skills and pursuant to recommendation of Nomination and Remuneration Committee, the re-appointment of Mr. Velji Lakhadir Shah as Managing Director for the term of the 3 years w.e.f 21 st May, 2025 is placed for Members approval.

2) Mr. Viraj Devang Vora was appointed as Independent Non-Executive Director of the Company by the members at the 27 th Annual General Meeting of the Company held on 30th December, 2020 for a period of "ve consecutive years i.e from 29 th September, 2020. Accordingly, his term comes to an end on 28 th September, 2025 As per Section 149(10) of the Companies Act 2013, Board of Directors recommends re-appointment of Mr. Viraj Devang Vora (DIN: 08448823) for another term of "ve consecutive years on the Board of a w.e.f 29 th September, 2025

3) Based on recommendation of Nomination and Remuneration Committee and in terms of the provisions of Sections 149, 150, 152 read with Schedule lV and any other applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board recommends appointment of Ms. Jinali Rushin Modi (DIN: 07533545) as Women Independent Director for the term of "ve consecutive years i.e. from September 29, 2025 to September 28, 2030.

Completion of tenure

Tenure of Ms. Jagruti Mayurbhai Sanghavi who was appointed for second term as Non-Executive Independent Directors w.e.f. 30 th December, 2020 expires at the ensuing Annual General Meeting. Accordingly, she shall cease to be the Director of the Company. The Board of Directors places on record its appreciation for the association and contribution made by her during her tenure.

b. Key Managerial Personnel (KMP)

In accordance with the provisions of Section 203 of the Companies Act, 2013, the following persons are designated as Key Managerial Personnel of the Company:

*During the year under review, Ms. Swagata Vinayak Indulkar was appointed as the Company Secretary and Compliance Of"cer w.e.f. May 7, 2024, and resigned from the said position on February 4, 2025.

** Ms. Sonal Gandhi was appointed as the Company Secretary and Compliance Of"cer w.e.f. May 16, 2025 c. Nomination and Remuneration Policy

The Company has adopted a Nomination and Remuneration Policy in accordance with the provisions of Section 178(3) of the Companies Act, 2013.

During the year under review, there was no change in the Nomination and Remuneration Policy

d. Manner of Formal Evaluation of Board, Committees and Individual Directors

In accordance with the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, a formal evaluation of the Board, its Committees and individual Directors was carried out during the year under review.

The Independent Directors, in their meeting held on 22 nd October 2024, evaluated the performance of the Board, Committees, the Chairman, and Non-Independent Directors based on the criteria adopted by the Nomination, Remuneration and Compensation Committee.

The evaluation of Independent Directors was done by the Board, excluding the Independent Director being evaluated. The Board expressed satisfaction with the evaluation outcomes, reecting a high level of engagement by the Board and its Committees.

e. Number of Meetings of the Board of Directors

During the "nancial year 2024–25, the Board met Nine (9) times. The details of the Board Meetings, including attendance, are disclosed in the Corporate Governance Report annexed as Annexure A to this Report.

f. Committees of the Board

Currently, the Board has three committees: the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders Relationship Committee.

The details of the committees of Board are detailed in the Corporate governance report which forms a part of the Annual Report.

7. CORPORATE GOVERNANCE REPORT:

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Corporate Governance Report, along with a Certi"cate issued by Mr. Virendra Bhatt, Practicing Company Secretary (Membership No.: 1157), con"rming compliance with the conditions of Corporate Governance and certifying that none of the Directors on the Board of the Company have been disquali"ed or debarred by SEBI, the Ministry of Corporate Affairs, or any other regulatory authority, forms part of this Report and is annexed as Annexure A.

Further, in compliance with the requirements of Regulation 17(8) of the Listing Regulations, a certi"cate duly signed by the Managing Director and Chief Financial Of"cer of the Company, con"rming the correctness of the "nancial statements and the adequacy of internal controls, was placed before the Board. This certi"cate is also annexed to the Corporate Governance Report.

All the Directors and Senior Management personnel of the Company have af"rmed compliance with the Code of Conduct applicable to them for the "nancial year under review. A declaration to this effect, signed by the Managing Director, is included as part of the Corporate Governance Report

8. PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 ("the Act") read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant information is annexed to this Report as Annexure A.

The information is also available for inspection by the Members at the Registered Of"ce of the Company between 11:00 a.m. and 1:00 p.m. (IST) on all working days (except Saturdays, Sundays, and Public Holidays) up to the date of the Annual General Meeting.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and con"rm that:

a) in the preparation of the annual accounts for the year ended 31 st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) 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 at the end of the "nancial year and of the pro"t of the company for the same period;

c) the directors have taken proper and suf"cient 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;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal "nancial controls in the company that are adequate and were operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

10. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s U B G & Company Chartered Accountant, (Firm Registration No. 141076W), were appointed as Statutory Auditors of the Company to hold of"ce from the conclusion of the Twenty-Ninth Annual General Meeting (AGM) held on 30 th September, 2022 till the conclusion of the Thirty fourth Annual General Meeting of the Company to be held in the "nancial year 2027.

Accordingly, M/s U B G & Company, Chartered Accountants, shall continue to act as Statutory Auditors of the Company until the conclusion of 34 th Annual General Meeting. The Statutory Auditors have con"rmed that they are not disquali"ed from continuing as Auditors of the Company under the provisions of the Act and have issued a report on the "nancial statements of the Company for the "nancial year ended 31 st March, 2025, which forms part of this Annual Report.

11. INTERNAL AUDITOR:

Pursuant to Section 138 of the Companies Act 2013, the Board of Directors has appointed R. C. K. & Co. Cost Accountants FRN: 002587 as Internal Auditor of the Company for conducting the Internal Audit of the Company.

12. SECRETARIAL AUDITOR:

The Board has appointed M/s. Virendra Bhatt & Associates, Practicing Company Secretary (Membership No.: 1157), as the Secretarial Auditor of the Company in accordance with the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report for the "nancial year ended March 31, 2025, is annexed to this Report as Annexure B.

i. The Company has not complied with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 with respect to submission of Annual Report with the District Of"cer.

The non-submission was inadvertent and due to an oversight. The company shall take necessary steps to complete all the pending submissions.

ii. Intimation of cessation of Mr. Chimanlal Andrjibhai Kutchhi (DIN: 00058092) was submitted to the stock exchange beyond the prescribed time.

The delay was unintentional. Going forward, the Company shall ensure timely disclosures to the stock exchange as per SEBI (LODR) requirements.

iii. Mrs. Kinnari Sunny Charla (DIN: 10748676) was appointed as Independent Director without "rst being registered in the Independent Directors Data Bank.

The delay was inadvertent and due to an oversight.

iv. Mrs. Kinnari Sunny Charla (DIN: 10748676) was appointed as Independent Director of the Company by the Board on 2 September 2024 and regularized by the shareholders at the AGM held 30 September 2024, however Form DIR-12 for her appointment was not "led with MCA as on 31 March 2025.

The non-"ling was due to an administrative oversight. The necessary form is being "led along with applicable additional fees. The Company has now put in place internal controls to ensure timely statutory "lings. v. Outcome of the Board Meeting dated 8 th August 2024 submitted to Stock exchange does not include the "nancial results for the quarter ended 30 th June 2024. The same was submitted as revised "ling on 9 th August 2024, hence delayed "ling

The "nancial statement was inadvertently missed in the "ling dated 8 th August, 2024 hence, the revised "ling was done on 9 th August, 2024.

13. RISK MANAGEMENT

The Company has adequate internal controls in place at various functional level and does not foresee any major risk such as "nancial, credit, legal, regulatory and other risk keeping in view the nature and size of its business.

14. ACCOUNTING TREATMENT:

The "nancial statements of the Company for the year ended 31st March 2025 have been prepared in accordance with the applicable Indian Accounting Standards (Ind AS) as recommended by the Institute of Chartered Accountants of India (ICAI) and prescribed by the Central Government from time to time.

15. SUBSIDIARIES:

As on 31st March 2025, the Company has One (1) Wholly Owned Subsidiary:

Financial Summary of Pinnacle Drinkware Private Limited

(Amount in Rs. lakhs)

The "nancial extract of the subsidiary in form AOC 1 is annexed as Annexure C.

Further, the Board has deregistered the license of Tokyo Plast Global FZE, a Wholly Owned Overseas Subsidiary of the Company, which was registered in Ras Al Khaimah Economic Zone Authority bearing license number- 0000004006497 during F.Y. 2023-24 and wound up the affairs of Vinalnath Impex a wholly owned Subsidiary Company of Tokyo Plast International Limited which was registered in Ajman Free Zone bearing license number- 13483 during F.Y.2022-23 due to no operations.

16. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Board of Directors has adopted a comprehensive Internal Financial Controls Policy to ensure the orderly and ef"cient conduct of the business, including adherence to the Companys policies and procedures. The internal "nancial control system is found to be adequate and is operating effectively.

17. PARTICULARS OF CONTRACTS WITH RELATED PARTIES:

All Related Party Transactions entered into by the Company during the "nancial year were in the ordinary course of business and on an arms length basis, and in compliance with the applicable provisions of the Act and the Listing Regulations.

The details of Related Party Transactions entered into by the Company are annexed hereto in form AOC-2 as Annexure D.

Further, the details of related party transactions as per Indian Accounting Standard (Ind AS) 24 are disclosed in the Notes to the Financial Statements.

Details of transactions entered by the Company with non-executive Directors

Following transactions were entered into by the Company with non-executive directors during the year under review.

1. Sitting fees paid to Non Executive Directors for attending Board meetings.

18. INTERNAL COMPLAINTS COMMITTEE

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace.

The Company is committed to providing a safe and conducive work environment to all its employees and associates. All women employees whether permanent, temporary or contractual are covered under the above policy.

Details of complaints received during the year under review under POSH Act are as under: a. number of complaints of sexual harassment received during the "nancial year: None b. number of complaints disposed of during the "nancial year: NA c. number of complaints pending as on end of the "nancial year: None d. number of complaints pending for more than ninety days: None

Further, the Company has complied with the provisions of Maternity Bene"t Act, 1961 during the year under review.

19. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE ACT:

Details of loans, guarantees, and investments covered under the provisions of Section 186 of the Act form part of the notes to the Standalone Financial Statements.

20. ANNUAL RETURN:

In accordance with Section 92(3) and Section 134(3)(a) of the Act, the Annual Return for the "nancial year 2024–25 has been uploaded on the Companys website and can be accessed at : https://tokyoplastint.in/extract-of-annual-return

21. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), namely:

SS-1: Meetings of the Board of Directors

SS-2: General Meetings

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

The required information under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption, and foreign exchange earnings and outgo is annexed as Annexure E to this Report.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the "nancial year under review, as required under the Listing Regulations, is annexed as Annexure F to this Report.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Provisions and Rules of Corporate Social Responsibility (CSR) pursuant to Section 135 of the Companies Act, 2013 read with Schedule VII and (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the company.

25. DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Listing Regulations, the Company has formulated a Dividend Distribution Policy, which is available on its website

26. GENERAL

Your Directors con"rm that no disclosure or reporting is required in respect of the following items, as there were no transactions/events relating to them during the year under review: a) Acceptance of deposits covered under Chapter V of the Act b) Change in the nature of the Companys business c) Signi"cant or material orders passed by Regulators or Courts impacting the Companys going concern status d) Material changes and commitments affecting the "nancial position between the end of the "nancial year and the date of this Report e) Reporting of frauds by the Auditors under Section 143(12) of the Act f) Maintenance of cost records under Section 148(1) of the Act – not applicable to the Company g) Any application or proceeding under the Insolvency and Bankruptcy Code, 2016 h) One-time settlement of loans from banks or "nancial institutions i) No Remuneration received by the Managing or Whole time Director from Subsidiary Company. Further, the Company does not have any Holding Company.

27. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, Independent Directors have con"rmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. In the opinion of the Board, the Independent Directors ful"l the conditions of independence. The Independent Directors have also af"rmed that they have complied with the Companys Code of Business Conduct. In terms of requirements of the Listing Regulations, the Board has identi"ed core skills, expertise and competencies of the Directors in the context of the Companys businesses for effective functioning, which are detailed in the Report on Corporate Governance.

In the opinion of the Board, the Independent Directors is Independent of the management, possess the requisite integrity, experience, expertise, pro"ciency, and quali"cations. The details of remuneration paid to the members of the Board is provided in the Report on Corporate Governance.

28. ACKNOWLEDGEMENT

The Board places on record its appreciation for the dedicated efforts and contribution of employees at all levels. The Directors also extend their gratitude to all stakeholders, including customers, suppliers, bankers, regulatory authorities, and Members, for their continued support and con"dence in the Company.