TPL Plastech Ltd Directors Report

To the Members of TPL Plastech Limited

Your Directors are pleased to present the 32nd Annual Report of TPL Plastech Limited ("Company") along with the Audited Financial Statements for the financial year ended 31st March, 2025.

FINANCIAL HIGHLIGHTS

Your Companys financial performance for the year ended 31st March, 2025 is summarized below:

( in Lakhs)

Particulars	Standalone		Consolidated
	2025	2024	2025	2024
Revenue from Operations	34,933.51	31,290.58	34,933.51	31,290.58
Profit before Interest, Depreciation & Tax	4,065.22	3,653.98	4,064.72	3,653.94
Interest & Finance Cost	503.75	544.11	503.75	544.11
Depreciation	548.92	561.95	548.92	561.95
Profit Before Tax	3,012.55	2,547.92	3,012.05	2,547.88
Tax Expenses	652.76	563.09	652.76	563.09
Profit After Tax	2,359.79	1,984.83	2,359.29	1,984.79

PERFORMANCE

CONSOLIDATED

Net Revenue from operations for the consolidated entity increased to 34,933.51 Lakhs as against 31,290.58 Lakhs in the previous year higher by 11.64 %. The Net Profit stood at 2359.29 Lakhs as compared to the previous year 1,984.79 Lakhs, higher by 18.87 %.

STANDALONE

Net Revenue from operations for the standalone entity increased to 34,933.51 Lakhs as against 31,290.58 Lakhs in the previous year higher by 11.64 %. The Net Profit stood at 2,359.79 Lakhs as compared to the previous year 1,984.83 Lakhs, higher by 18.89 %.

DIVIDEND

Your directors at their meeting held on May 23, 2025 have recommended payment of final dividend of 1 (Rupee One only) per equity share (50%) having face value of 2 each, for the year ended 31st March, 2025. The dividend is subject to the approval of members at the ensuing Thirty Second Annual General Meeting (AGM) of your Company, scheduled on 09th September, 2025. The dividend, if approved by the Members at the AGM, will result in cash outflow of 780.03 Lakhs (previous year 624.02 Lakhs)

TRANSFER TO RESERVES

Your Directors have decided to transfer 234.98 Lakhs to General Reserve as at 31st March, 2025.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31st March, 2025 is 15,60,06,000 (Rupees Fifteen Crores Sixty Lakhs and Six Thousand only) comprising of 7,80,03,000 (Seven Crore Eighty Lakh and Three Thousand) Equity Shares of 2 each.

At its meeting held on December 27, 2024, the Nomination and Remuneration Committee approved the grant of 800,000 (Eight Lakhs) stock options to eligible employees under the TPL Plastech Limited - Employee Stock Option Plan 2024 ("TPL Plastech - ESOP 2024"), at an exercise price of 80 (Rupees Eighty) per option.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Act:

a) that 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) that 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) that the Directors have 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.

d) that the Directors have prepared the annual accounts on a going concern basis.

e) that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

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

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As of March 31, 2025, your Company has one wholly owned subsidiary, Prokube Containers Private Limited. The Company does not have any Associate or Joint Venture Companies, nor does it have any material subsidiaries. Prokube Containers Private Limited, established to expand the Companys business offerings, has not yet commenced operations. This delay is due to the Company awaiting favorable market conditions and strategic timing to initiate its operations. The management is actively monitoring market trends and will launch the subsidiarys operations when the appropriate conditions arise, ensuring optimal value creation while mitigating risks.

In line with the requirements of Regulation 16(1)(c) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Company has a policy on identification of material subsidiaries, which is available on the Companys website at http://www.tplplastech.in/corporate-policies.html.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Companys website at www.tplplastech.in.

During the financial year 2024-25, all transactions with Related Parties were conducted in the ordinary course of business and on an arms length basis. These Related Party Transactions were placed before the Audit Committee for omnibus approval at the beginning of the year. The details of all Related Party Transactions undertaken during the quarter were presented to the Audit Committee on a quarterly basis for its review.

During the financial year 2024-25, the material Related Party Transactions pursuant to the provisions of Regulation 23 of the Listing Regulations were duly approved by the Members through Postal Ballot on 16th March, 2024.

Accordingly, the disclosure of related party transactions as required under section 134(3)(h) of the Companies Act, 2013 are disclosed in Form AOC-2, appended as Annexure - A and forms part of this Annual Report.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone and consolidated financial statements forming part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As on March 31, 2025, your Company has six (6) Directors with an optimum combination of Executive (CEO), Non-Executive Directors and Independent Directors, one of them being a woman director.

The Board of Directors of the Company provide entrepreneurial leadership and plays a crucial role in providing strategic supervision, overseeing the management performance and long-term success of the Company while ensuring sustainable shareholder value. Driven by its guiding principles of Corporate Governance, the Boards actions endeavor to work in the best interest of the Company. The Directors hold a fiduciary position, exercises independent judgment and play a vital role in the oversight of the Companys affairs. Our Board represents a tapestry of complementary skills, attributes, perspectives and includes individuals with financial experience and a diverse background.

The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Director retiring by rotation:

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mrs. Monika Srivastava (DIN: 02055547) is liable to retire by rotation at the ensuing AGM and, being eligible, has offered herself for reappointment. The Directors recommend the same for approval by the Members.

The brief profile and details of the Director proposed for re-appointment, as required under the Listing Regulations, are provided in the Notice of Thirty-Second Annual General Meeting of the Company.

Directors and Key Managerial Personnel who were appointed/re-appointed or have resigned during the Financial Year 2024-25:

1. Mr. Mahinder Kumar Wadhwa completed his tenure as an Independent Director on 28th September, 2024, after serving two consecutive terms of five years each. Following approval from the members on 24th September, 2024, he was re-appointed as a NonExecutive, Non-Independent Director of the Company w.e.f. 29th September, 2024.

2. Mr. Sanjaya Kulkarni completed his tenure as an Independent Director on 28th September, 2024, after serving two consecutive terms of five years each. Following approval from the members on 24th September, 2024, he was re-appointed as a Non-Executive, NonIndependent Director of the Company w.e.f. 29th September, 2024.

3. Mr. Akshay Chandan resigned from the post of Chief Executive Officer (CEO) and Key Managerial Personnel of the Company effective from the closing hour of 09th February, 2025 due to the attainment of retirement age.

4. Mr. Jayesh Ashar was appointed as Chief Executive Officer (CEO) and Key Managerial Personnel of the Company effective from 10th February, 2025 for a period of 3 (three) years.

Apart from the aforesaid changes there are no changes in Directors and Key Managerial Personnel of the Company.

During the Financial Year, none of the Directors and Key Managerial Personnel of the Company had any material pecuniary relationship or transactions with the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration of independence from all the Independent Directors as stipulated under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI Listing Regulations, confirming that they meet the criteria of independence, which has been duly assessed by the Board as part of their annual performance evaluation. Further, in terms of Regulation 25(8) of the SEBI Listing Regulations, Independent Directors have also confirmed that they are not aware of any circumstances or situations, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The Independent Directors have confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. Further, during the financial year ended 31st March, 2025, there has been no change in the circumstances affecting their status as Independent Directors of the Company.

FAMILIARISATION PROGRAM

Familiarization Programmes are conducted for Independent Directors to enable them to understand their roles, rights and responsibilities. Regular presentations are incorporated in the agenda of Board and Committee Meetings, covering various aspects such as the Companys businesses, industry updates, regulatory frameworks, financial strategies, and risk management protocols. These sessions also delve into the specific roles and responsibilities of Independent Directors under different statutes, providing them with a holistic understanding of their obligations. The Company has taken proactive steps to ensure that Independent Directors are well-versed with the organization through a comprehensive Familiarization Programme. Upon their appointment, Directors receive a detailed letter outlining their roles, functions, and responsibilities, along with explanations of compliance requirements under relevant Acts and statutes, followed by an affirmation of understanding.

The details of familiarization programs for Directors of the Company are mentioned on your Companys website at www.tplplastech.in.

ANNUAL COMPLIANCE AFFIRMATION

Pursuant to the requirements of Regulation 26(3) of the SEBI Listing Regulations, all members of the Board of Directors and Senior Management Personnel have affirmed compliance with the code of conduct for the Board of Directors and Senior Management Personnel.

NOMINATION AND REMUNERATION POLICY

The Board has framed and adopted a Nomination and Remuneration Policy ("NRC Policy") in terms of Section 178 of the Act and Part D of Schedule II of the Listing Regulations. The NRC Policy, inter-alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management employees and other matters as provided under Section 178 of the Act and SEBI Listing Regulations. The remuneration paid to the Directors is as per the terms laid out in the NRC Policy of the Company. The above policy along with the criteria for selection is available on the Companys website at www.tplplastech.in

The Company has formulated the Nomination and Remuneration Policy to provide guidance on :

a) Selection and nomination of Directors to the Board of the Company;

b) Appointment of the Senior Managerial Personnel of the Company and

c) Remuneration of Directors, Key Managerial Personnel ("KMP") and other employees of the Company.

PERFORMANCE EVALUATION

Pursuant to the provisions of Regulation 17(10) of the SEBI Listing Regulations and the provisions of the Act, Board Evaluation for the Financial Year ended March 31, 2025, has been completed by the Company, which involved the following:-

1) Evaluation of Independent Directors, in their absence, by the entire Board, based on their performance and fulfillment of the independence criteria prescribed under the Act and SEBI Listing Regulations, including their independence from the Companys Management; and

2) Evaluation of the Board of Directors, its Committees and individual Directors, including the role of the Board Chairman.

The evaluation was undertaken after considering the evaluation forms received from Non-Executive Directors, including Independent Directors of the Company reflecting their views on performance on the basis of various aspects such adequate composition of the Board and Committees, Directors presence and contribution in the meetings, leadership qualities, performance of duties and obligations, governance and compliances, etc. The Nomination and Remuneration Committee and the Board have also monitored and reviewed the evaluation framework. The manner in which the performance evaluation has been carried out has been given in detail in the Corporate Governance Report, annexed to this Report.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met five (5) times during the previous financial year on 22nd May, 2024, 09th August, 2024, 08th November, 2024, 27th December, 2024 and 10th February, 2025. The particulars of attendance of the Directors at the said meetings are detailed in the Corporate Governance Report of the Company, which forms a part of this Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

BOARD COMMITTEES

As on March 31, 2025, and In terms of the requirements of the SEBI Listing Regulations, the Board has constituted the following committees:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination & Remuneration Committee

4. Corporate Social Responsibility Committee.

Details of each of these committees outlining their composition, terms of reference and meetings held during FY 2024-25, are outlined in the Corporate Governance Report forming part of this Report.

During FY 2024-25, recommendations made by the Committees to the Board of Directors were accepted by the Board, after due deliberations.

AUDITORS

STATUTORY AUDITOR

Members of the Company at the AGM held on 28th September, 2022, approved the appointment of M/s. Raman S. Shah & Associates, Chartered Accountants, Mumbai (Firm Registration No. 119891W), as the Statutory Auditor of the Company for the period of five years to hold office from the conclusion of the 29th Annual General Meeting till the conclusion of 34th Annual General Meeting of the Company.

The reports issued by the Statutory Auditor on the standalone and consolidated financial statements of the Company for the year ended March 31, 2025 do not contain any qualification, observation or comment or remark(s) which have an adverse effect on the functioning of the Company and therefore, do not call for any comments from Directors. Further, the Statutory Auditor has not reported any fraud as specified under Section 143(12) of the Act.

SECRETARIAL AUDITOR

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, notified on December 12, 2024, the appointment of Secretarial Auditors is now required to be made by the Members of the Company, based on the recommendation of the Board of Directors, for a term of up to five (5) consecutive years.

Pursuant to the amended provisions of Regulation 24A of the SEBI (LODR) Regulations and Section 204 of the Companies Act, 2013 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 23rd May, 2025 have approved and recommended for approval of Members, appointment of M/s. Dash Dwivedi & Associates LLP (LLPIN: ACM-9451) to conduct the Secretarial Audit of the Company for a first term of 5 (Five) consecutive years, to hold office from financial year 2025-26 till financial year 2029-30. Accordingly, a Resolution seeking Members approval is in the notice convening the Annual General Meeting.

A detailed proposal for appointment of Secretarial auditor forms part of the Notice convening this AGM.

The Secretarial Audit Report for the financial year ended 31st March, 2025, pursuant to Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as "Annexure - B". The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

The Annual Secretarial Compliance Report issued by the Secretarial Auditor in terms of Regulation 24A of Listing Regulations, was submitted to the stock exchanges within the statutory timelines and is available on the Companys website at www.tplplastech.in.

ANNUAL RETURN

The Annual Return of the Company for the financial year ended 31st March, 2025 in form MGT 7 as required under Sec. 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Amendment rules, 2020, is available on the Companys website and can be accessed at www.tplplastech.in.

AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013, along with rules made thereunder and Regulation 18 of the SEBI Listing Regulations, 2015, the Company has constituted the Audit Committee.

As on 31st March 2025, the composition of the Audit Committee is as under:

1) Mr. Deepak Bakhshi, Chairman and Non-Executive Independent Director

2) Mr. Surya Pratap Gupta, Member and Non-Executive Independent Director

3) Mr. Mangesh Sarfare, Member and Non-Executive Non-Independent Director

During the year, the composition of the Audit Committee was revised following the completion of two terms of five years each by Mr. Sanjaya Kulkarni and Mr. M.K. Wadhwa as Independent Directors on 28th September, 2024. In accordance with Regulation 18 of the SEBI Listing Regulations, which mandates that at least two-thirds of the Audit Committee members must be Independent Directors, the committee was reconstituted to ensure continued compliance after their departure.

The Chairperson of the Audit Committee attended the 31st Annual General Meeting.

Furthermore, all recommendations put forth by the Audit Committee during FY 2024-25 were thoroughly discussed and accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY

Your Company believes that Corporate Social Responsibility is an integral part of its business. It seeks to operate its business in a sustainable manner which would benefit the Society at large in alignment with the interest of its stakeholders. In line with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a CSR Committee and adopted a CSR Policy based on the recommendation of the CSR Committee. The CSR Policy of the Company is available on the Company website at www.tplplastech.in.

The CSR committee of the Company inter alia gives strategic directions to the CSR initiatives, formulates and reviews annual CSR plan(s) and programmes, formulates annual budget for the CSR programmes and monitors the progress on various CSR activities.

The CSR projects of the Company are mainly focused on promotion of healthcare, food to under privileged, education etc.

CSR Report detailing the activities undertaken by the Company during the year is annexed to this Report as Annexure - C

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

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure - D and forms part of this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

During FY 2024-25, the Company has complied with the applicable provisions of the Secretarial Standards (SS-1 and SS-2) relating to Meetings of the Board of Directors and General Meetings issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs in terms of the provisions of Section 118 of the Act.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as Annexure - E.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section 136 of the Companies Act, 2013 the Report and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid information which is available for inspection by the Members at the Corporate Office of the Company during business hours on working days of the Company and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Act have been disclosed in the Financial Statement forming part of Annual Report.

PUBLIC DEPOSITS

The Company did not accept any deposits from the public under Section 73 and 76 of the Companies Act, 2013 and rules made thereunder during the Financial Year ended 31st March, 2025, including from public and, as such, no amount of principle or interest was outstanding as on the Balance Sheet closure date. Hence, reporting of any non-compliance with the requirement of the Chapter V of the Act "Acceptance of Deposits by the Companies" is not applicable on the Company. There were no unclaimed or unpaid deposits outstanding with the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A review of the performance and future outlook of the Company and its businesses, as well as the state of the affairs of the business, along with the financial and operational developments have been discussed in detail in the Management Discussion and Analysis Report, which forms part of this Annual Report.

CORPORATE GOVERNANCE

The Corporate Governance practice of your Company is a true reflection of the values and morale of the Company. Your Company is committed to implementing the best practices of Corporate Governance and to managing the affairs of the company with integrity, transparency and accountability as the driving force.

Your Company is committed to maintaining the highest standards of Corporate Governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of the Annual Report along with the required certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Para C of Schedule V of the Listing Regulations, 2015, are enclosed as a separate section and forms part of this Report.

A declaration signed by the CFO/CEO in regard to compliance with the Code of Conduct by the members of the Board and Senior Management Personnel also forms part of this Report.

VIGIL MECHANISM/WHISTLE BLOWERS POLICY

In accordance with the provisions of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has implemented a Vigil Mechanism and Whistle-Blower Policy, as approved by the Audit Committee. This policy provides a structured framework for Directors and employees to confidentially report concerns regarding unethical conduct, actual or suspected fraud, or violations of the Companys Code of Conduct or Ethics Policy.

The Company is committed to maintaining the highest standards of integrity and has a zero-tolerance approach towards unethical behavior. The Audit Committee oversees the effective functioning of this mechanism. Employees and Directors can make protected disclosures or raise concerns through multiple accessible channels, ensuring their identity and interests are safeguarded. The Vigil Mechanism/Whistle-Blower Policy is available on the Companys website at www.tplplastech.in.

During the year, no individual was denied access to the Chairman of the Audit Committee and no complaints were received under this policy.

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

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("the Prevention of Sexual Harassment Act"), the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace and Internal Complaints Committees ("ICC") have also been set up to redress any such complaints received. The Company is committed to providing a safe and conducive work environment to all of its employees and associates.

The Company has zero tolerance on sexual harassment at the workplace. The employees are required to undergo periodic training on the Prevention of Sexual Harassment Act to sensitize themselves and deepen their awareness. The Company has constituted ICCs across all relevant locations of the Company in India to consider and resolve sexual harassment complaints reported pursuant to the provisions of the Prevention of Sexual Harassment Act. The role of ICCs is not restricted to mere redressal of complaints but also encompasses prevention and prohibition of sexual harassment.

During the year, the Company did not receive any complaints pertaining to sexual harassment, and accordingly, no complaints were required to be disposed off. Further, there were no cases pending for more than 90 days during the year.

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT 1961

The Company confirms its compliance with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder. All applicable benefits, including paid maternity leave, nursing breaks, and other entitlements under the Act, are duly extended to eligible women employees. The Company remains committed to fostering a supportive and inclusive workplace in accordance with the statutory requirements and best practices.

RISK MANAGEMENT POLICY

Risk Management is integral to our strategy and embedded in our operating framework. The Company believes that risk resilience is the key to achieving long-term sustainable growth and value creation. The Company has adopted a robust enterprise-wide Risk Management Framework to enable a well-defined and institutionalized approach towards risk management and lay down broad guidelines for timely identification, assessment, mitigation, monitoring and governance of key strategic risks across the group.

The framework suggests developing response action for each key risk identified, so as to ensure that the risk is adequately addressed or mitigated through robust management action plan. The Company periodically reviews and improves the adequacy and effectiveness of its Risk Management Framework considering the rapidly changing business environment and evolving complexities.

The Audit Committee has been entrusted with the responsibility to assist the Board in approving the Companys Risk Management Framework and Overseeing all the risks that the organization faces such as strategic, financial, liquidity, security, regulatory, legal,

reputational and other risks that have been identified and assessed to ensure that there is a sound Risk Management Policy in place to address such concerns/risks. The Risk Management process covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlight risks associated with chosen strategies.

The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

CREDIT RATING

During the year, the Companys banking facilities were rated by CRISIL, a leading credit rating agency. CRISIL assigned an A+/Stable rating, reflecting the Companys strong credit profile, healthy liquidity position, robust corporate governance practices, financial flexibility, and prudent financial policies.

CYBER SECURITY

In the endeavour to maintain a robust cyber security posture, your Company has remained abreast of emerging cyber security, so as to achieve higher compliance and continuity.

LISTING

The Equity Shares of the Company are listed on the National Stock Exchange of India Limited and BSE Limited. Both these stock exchanges have nation-wide trading terminals. Annual listing fee for the Financial Year 2025- 26 has been paid to the both the Stock Exchanges.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

a) Transfer of unclaimed dividend to IEPF

As required under Section 124 of the Act, the Unclaimed Dividend amount aggregating to 10,28,415 lying with the Company for a period of seven years were transferred during the year 2024-25, to the Investor Education and Protection Fund (IEPF) established by the Central Government.

b) Transfer of shares to IEPF

As required under Section 124 of the Act, 1,17,725 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the Financial Year 2024-25. Details of shares transferred to IEPF have been uploaded on the Website of IEPF as well as the Company.

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR & THE DATE OF REPORT

There have been no material changes or commitments, if any, affecting the financial position of the Company which occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report. Other than as disclosed in the Financial Statement, the Directors of your Company are not aware of any other matters or circumstances that have arisen since the end of the Financial Year which have significantly affected or may significantly affect the operations of the Company.

INTERNAL AUDIT

Pursuant to Section 138 of the Act, the Board of Directors, upon recommendation of the Audit Committee, has appointed M/s. AMPAC & Associates, Chartered Accountants as Internal Auditors of the Company for the financial year 2024-25. The Audit Committee periodically reviews and implements the recommendations of Internal Auditors.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company has effective internal control and risk- mitigation measures, which are constantly assessed and strengthened with new/revised standard operating procedures. The Companys internal control system is commensurate with the size, scale and complexity of its operations. The main thrust of an internal audit is to test and review controls, appraisal of risks and business processes, besides benchmark controls with best practices in the industry. The Audit Committee of the Company actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen them. The Audit Committee, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN FUTURE

During the year under review, there have not been any significant and material orders passed by the Regulators/Courts/Tribunals which will impact the going concern status and operations of the Company in future.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of its business. The Company considers people as its biggest assets and hence has put in concerted efforts in talent management and succession planning practices, strong performance management and learning, coupled with training initiatives to ensure that it consistently develops inspiring, strong and credible leadership. Apart from continued investment in skill and leadership development of its people, the Company has also focused on employee engagement initiatives and drives aimed at increasing the culture of innovation and collaboration across all strata of the workforce.

The relations with the employees of the Company have continued to remain cordial.

ENVIRONMENT, HEALTH AND SAFETY

The Company is committed to upholding standards in health, safety, security, human rights, environmental protection, product quality, and processes across all business operations, services, and expansion activities. The Companys policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources and the adoption of safe and environmentally friendly production processes.

COST RECORDS

The Cost accounts and records as required to be maintained under Section 148 (1) of Act are duly made and maintained by the Company.

OTHER DISCLOSURES

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. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. No significant or material orders were passed by any regulator or Court or Tribunal which impacts the going concern status and Companys operations in future.

c. Details in respect of frauds reported by auditors under sub-section (12) of Section 143 other than those which are reportable to the Central Government.

d. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

e. There was no revision of financial statements and Boards Report of the Company during the year under review;

f. The 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.

EMPLOYEES STOCK OPTION PLAN

During the year under review, the Company introduced the TPL Plastech Limited - Employee Stock Option Plan 2024 (TPL Plastech - ESOP 2024 or "the Scheme") following the approval of shareholders at the Annual General Meeting held on 24th September, 2024. The Scheme has been designed to benefit employees of the Company as well as those of its holding and subsidiary companies. Its core objective is to attract and retain talented individuals, motivate employees through meaningful incentives and rewards, drive sustained growth, and enhance shareholder value by aligning employee goals with long-term wealth creation. Additionally, by offering stock options, the Scheme aims to instill a sense of ownership and engagement among employees across the organization.

The details in respect of ESOPs as required under Companies Act, 2013 and Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on the website of the company at www.tplplastech.in.

Further the certificate from the Secretarial Auditors of the Company certifying that the Companys Stock Option Plan is being implemented in accordance with Regulation 13 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations is placed on website of the company at www.tplplastech.in.

CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

ACKNOWLEDGEMENTS

The Board wishes to place on record its gratitude for the assistance and co-operation received from Banks, Government Authorities, Customers, Vendors and all its shareholders for the trust and confidence reposed in the Company. The Board further wishes to record its sincere appreciation for the significant contributions made by employees at all levels for their commitment, dedication and contribution towards the operations of the Company.

	For and on behalf of the Board
	For TPL Plastech Limited
	Mahinder Kumar Wadhwa	Mangesh Sarfare
Place: Mumbai	Chairman	Director
Date: August 08, 2025	DIN:00064148	DIN:07793543