Prima Plastics Ltd

Dear Members,

The Directors are pleased to present the 30^th Annual Report and the Audited Standalone and Consolidated Financial Statements of Prima Plastics Limited ("the Company or Prima") for the financial year ended March 31,2024 ("year under review" or "year" or "FY 2023-24").

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or reenactments) thereof, for time being in force) ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this report covers the financial results and other developments during the financial year ended March 31,2024 and upto the date of the Board Meeting held on August 7, 2024 to approve this report, in respect of the Company.

FINANCIAL PERFORMANCE

The Company's financial performance for the financial year ended March 31,2024 is summarized below: (Rs. in lakhs)

The above figures are extracted from the audited standalone and consolidated financial statements of the Company as per the Indian Accounting Standards ("Ind AS").

The financial statements for the financial year ended March 31,2024 have been prepared in accordance with Ind AS, notified under the Companies (Indian Accounting Standards) Rules, 2015, read with Section 133 of Act and other relevant provisions of the Act.

There are no material departures from the prescribed norms stipulated by the accounting standards in preparation of the annual accounts. Accounting policies have been consistently applied, except where a newly issued accounting standard if any, initially adopted, or a revision to an existing accounting standard, required a change in the accounting policy hitherto in use.

The Company discloses unaudited consolidated and standalone financial results on a quarterly basis, which are subject to limited review, and publishes audited consolidated and standalone financial results annually.

A detailed analysis of the Company's performance, consolidated as well as standalone, is included in the Management Discussion and Analysis Report, which forms integral part of this Annual Report.

PERFORMANCE

On a consolidated basis, the revenue from operations for FY 2023-24, was Rs. 18,414.17 lakhs which decreased by 3.96% compared to Rs. 19,172.75 lakhs for the previous year 2022-23. However, the consolidated EBITDA increased to Rs. 3,877.35 lakhs for FY 2023-24 which is 22.70% higher than that of the previous year 2022-23 i.e. Rs. 3,160.20 lakhs.

On a standalone basis, the revenue from operations for FY 2023-24, was Rs. 11,925.77 lakhs which decreased by 14.09% compared to Rs. 13,880.97 lakhs for the previous year 2022-23. Also, the standalone EBITDA decreased to Rs. 1,233.56 lakhs for FY 2022-23 which is 14.18% lower than previous year 2022-23 i.e. Rs. 1,437.37 lakhs.

SUBSIDIARY & JOINT VENTURE COMPANIES

As on March 31,2024, your Company has one (1) direct Subsidiary in Guatemala ‘‘Prima Union Plasticos S.A." and "Prima DeeLite Plastics SARL" is a Joint Venture Company with 50% share in Cameroon, West Africa.

Further, In June 2024, the Company received the certificate of incorporation of its wholly owned subsidiary with name "Prima Innovation Limited" on June 20, 2024. The registered office of the Company is situated in union territory of Daman.

A statement containing salient features of the financial statements of Subsidiary / Joint Venture as required under Section 129 (3) of the Act is attached as Annexure 1 to this report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company and separate audited financial statements in respect of its subsidiary, are available on the Company's website at https://www.primaplastics.com/ subsidiary-financials.php.

The Board of Directors of the Company has adopted a policy for determining Material Subsidiary Company in line with Listing Regulations. The Policy is uploaded on the website of the Company at https://www.primaplastics.com/uploads/ codes policies/ppl-policy-of-determining-material-subsidiaries-1686141180.pdf.

TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve during year under review.

RETURNS TO INVESTORS (DIVIDEND)

The Board of Directors at its meeting held on March 29, 2024 has declared an interim dividend of Rs. 2/- (20%) per Equity Share having face value of Rs. 10/- each.

The Board at its meeting held on May 27, 2024 did not declared further final dividend and confirmed the interim dividend as final dividend for the FY 2023-24.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of this Annual Report.

FIXED DEPOSITS

Your Company has not accepted any deposits under Chapter V of the Act during the financial year and as such, no amount on account of principal or interest on deposits from public is outstanding as on March 31,2024.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and Its Powers) Rules, 2014 are given in the Notes to the Financial Statements.

DIRECTORS

Members of the Company's Board of Directors are eminent persons of proven competence and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment to the Company and devote adequate time to meetings and preparation.

In terms of requirement of Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company's business for effective functioning and how the current Board of Directors is fulfilling the required skills and competencies is detailed at length in the Corporate Governance Report.

Shri Hina V. Mehta (DIN:07201194) retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment. A resolution seeking members approval for his re-appointment along with other required details forms part of the Notice.

The following changes took place during the financial year ended March 31,2024:

The Members of the Company at the AGM held on August 11,2023 approved:

- Appointment of Smt. Daxa J. Baxi (DIN: 00944951) as Non-Executive, Independent Director for a period of five consecutive years from May 29, 203 to May 28, 2028.

- Re-appointment of Shri Snehal N. Muzoomdar (DIN: 00729992) as Non-Executive, Independent Director for a period of five consecutive years from January 29, 2024 to January 28, 2029.

The Members of the Company, at the 26th AGM held on September 28, 2020 had appointed Shri Shailesh S. Shah (DIN: 01172073) as an Independent Director of the Company to hold office for a term of five consecutive years upto November 12, 2024. In accordance with the provisions of Section 149, 152 of the Act and applicable provisions of Listing Regulations and based on performance evaluation and recommendation of NRC, it is proposed to re-appoint Shri Shailesh S. Shah as an Independent Director for a further second term of five consecutive years from November 13, 2024 to November, 12, 2029. A special resolution to this effect forms part of the Notice. The Board has recommended the appointment.

Brief resume of the Directors proposed to be appointed / re-appointed, nature of expertise and the names of companies in which they hold Directorships and Chairpersonships / Memberships of Board Committees etc. are provided in Notice to Members forming part of this Annual Report. Resolutions seeking Members approval for their appointment / re-appointment along with other required details forms part of the Notice. The Directors seeking appointment / re-appointment are not debarred from holding the office of Director pursuant to any order.

Pursuant to the provisions of Section 149(7) of the Act, all the Independent Directors of the Company have submitted declarations that they meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's code of conduct. Company's code of conduct is available on the website of the Company at https://www.primaplastics.com/uploads/codes policies/code-of-conduct-for-directors-and- senior-officers-1555063358.pdf

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs and have passed the proficiency test, if applicable to them.

The Board is of the opinion that all Directors including the Independent Directors of the Company possess requisite qualifications, integrity, expertise and experience in the fields of manufacturing, technology, digitalisation, strategy, finance, governance, human resources, safety, sustainability, etc.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel ("KMP") of the Company as on March 31, 2024 are Shri Bhaskar M. Parekh, Whole-time Director, Shri Dilip M. Parekh, Managing Director, Shri Dharmesh R. Sachade, Chief Financial Officer and Ms. Vandana S. Ahuja, Company Secretary & Compliance Officer.

Ms. Vandana Satish Ahuja has resigned from the post of Company Secretary and Compliance Officer effective from the close of business hours of June 30, 2024. The Company appreciates support of Ms. Ahuja during her term with the Company.

Ms Prachi Mahendra Mankame was appointed as the Company Secretary and Compliance Officer w.e.f. August 07, 2024.

SHARE CAPITAL

The Company's paid-up equity share capital as on March 31,2024 continues to stand at Rs. 1,100.05 lakhs divided into 11000470 equity shares of face value of Rs. 10 each. During the year under review, the Company has not issued any shares or convertible securities. The Company does not have any scheme for the issue of ESOP shares, including sweat equity to its Employees or Directors. Your Company has not resorted to any buyback of its Equity Shares during the year under review.

ANNUAL EVALUATION BY THE BOARD

During the year, the Board carried out an annual evaluation of its performance as well as of the working of its Committees and individual Directors, including the Chairperson of the Board as per the formal mechanism for such evaluation adopted by the Board. The exercise of performance evaluation was carried out through a structured evaluation process covering various criteria's as recommended by the NRC at its meeting held on January 31,2024.

The evaluation criteria is broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India ("SEBI") on January 5, 2017.

In a separate meeting of the Independent Directors held on March 23, 2024, the performance of non-independent directors, the Board as a whole and Chairperson of the Company was evaluated.

The Board Evaluation Report for the financial year 2023-24 was adopted at the Board Meeting held on May 27, 2024.

Based on the outcome of the evaluation, the Board and its Committees have agreed on various action points, which would result in the Board, its Committees and each Director playing more meaningful roles to increase shareholder value.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors to the best of its knowledge and ability, confirms that:

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

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and the profit of the Company for that period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) the directors have laid down internal financial controls followed by the Company and that such internal financial controls are adequate and were operating effectively and

f) 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.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and believes in adopting best practices of Corporate Governance. The report on Corporate Governance as stipulated under the Listing Regulations together with a certificate from Shri Prashant Diwan, Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance forms part of this Annual Report.

BOARD MEETINGS

Regular meetings of the Board are held to discuss and decide on various business policies, strategies, financial matters and other businesses. Five meetings of the Board were held during the financial year 2023-24. For details of meetings of the Board, please refer to the Corporate Governance Report which forms part of this Annual Report.

COMMITTEES

The details pertaining to Committees of the Board are included in the Corporate Governance Report which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Act and the rules made thereunder, your Company has constituted Corporate Social Responsibility (''CSR'') Committee of Directors. The role of the Committee is to review and monitor CSR activities of the Company and recommend to the Board the amount to be spend on CSR annually. The Committee presently consists of four Directors of which Chairperson of the Committee is a Non-Executive, Independent Director.

The CSR policy, formulated by Committee and approved by the Board can be accessed at https://www.primaplastics.com/ uploads/codes policies/csr-policy-1608719753.pdf.

NOMINATION AND REMUNERATION COMMITTEE

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As of March 31,2024, the Board has eight members, consisting of two executive directors, a non-executive and non-independent director and five independent directors. Details of the Company's policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters is available on the website of the Company at https://www.primaplastics.com/uploads/codes policies/ppl-nrcm-policy-1656148267.pdf

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company maintains an adequate and effective internal control system commensurate with its size and complexity. We believe that these internal control systems provide, among other things, a reasonable assurance that transactions are executed with management's authorization and that they are recorded in all material respects to permit preparation of financial statements in conformity with established accounting principles and that the assets of your Company are adequately safe guarded against significant misuse or loss. An independent internal audit function is an important element of your Company's internal control system. The internal control system is supplemented through an extensive internal audit programs and periodic review by Management and Audit Committee.

Your Company has in place, adequate Internal Financial Controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses were observed.

RISK MANAGEMENT

The Board of Directors have framed a Risk Management Policy for identification of elements of risk if any, which in the opinion of the Board may threaten the existence of the Company and is designed to identify, assess and frame a response to threats that effect the achievement of its objectives.

CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts or transactions entered by the Company during the financial year under review with related parties were in the ordinary course of business and on an arm's length basis.

During the year, the Company has not entered into any contracts / arrangements / transactions which are required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and hence does not forms part of this Board's Report.

The policy on materiality of related party transactions as approved by the Board can be accessed on Company's website at https://www.primaplastics.com/uploads/codes policies/ppl-related-partv-transaction-policv-1648789871.pdf

In accordance with Ind AS 24, the related party transactions are also disclosed in the notes to the standalone financial statements.

AUDITORS

STATUTORY AUDITOR

The Members at the 28^th AGM held on August 17, 2022, approved the appointment of C N K & Associates LLP, Chartered Accountants (Firm Registration No. 101961W/W-100036), for a term of 5 (Five) years to hold office till the conclusion of 33rd AGM of the Company to be held in the year 2027.

The report given by the Statutory Auditors' on the financial statements of the Company forms part of the Annual Report. There are no qualifications, reservations, adverse remarks or disclaimers given by the statutory auditors' in their report.

SECRETARIAL AUDITOR

The Board of Directors appointed Shri Prashant Diwan, Practicing Company Secretary (FCS: 1403 / COP: 1979) as Secretarial Auditor of the Company to undertake the Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 pursuant to the provisions of Section 204 of the Act is annexed herewith this report as Annexure 2.The Secretarial Audit Report is self-explanatory and does not call for any further comments. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

During the year, your Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings" respectively.

In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors at their meeting held on May 27, 2024 appointed Shri Prashant Diwan, Practicing Company

Secretary (FCS: 1403 / COP: 1979) as the Secretarial Auditor of the Company in relation to the financial year ended March 31, 2025.

The Company has received the written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder.

INTERNAL AUDITOR

The Board at its meeting held on May 27, 2024 has appointed KVAT & Co. as the Internal Auditor for the FY 2024-25.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148 of the Act are not applicable for the business activities carried out by the Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Act any instances of fraud committed against the Company by its officers or employees.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and date of this report.

There has been no change in the nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material orders passed by the Regulators, Courts or Tribunals impacting the going concern status and the Company's operations in future.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There were neither any applications made under the Insolvency and Bankruptcy Code, 2016 nor any proceedings were pending.

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

Not Applicable ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3) of the Act, Annual Return (in e-form MGT-7) for the financial year ended March 31,2024 is available on the Company's website at https://www.primaplastics.com/board-meeting.php

PARTICULARS OF EMPLOYEES

The particulars of employees as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is attached as Annexure 4 to this report.

HUMAN RESOURCES

Employees being the key assets to any organization, your Company is committed to creating a safe and healthy work environment, where every employee is treated with respect and is able to work without fear of discrimination, prejudice, gender bias or any form of harassment at the workplace.

Your Company's total employees as on March 31,2024 were 396.

The Company has in place a policy on prevention against sexual harassment, which is frequently communicated among the employees of the Company through various programs at regular intervals. The Company has set up an Internal Complaints Committees at every location where it operates in India, which have men and women Committee Members.

The details of complaints pertaining to sexual harassment that were filed, disposed and pending during the financial year are provided in the Corporate Governance Report which forms part of this Annual Report.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, is annexed herewith as Annexure 5 to this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Over the years, the Company has established a reputation for doing business with integrity and maintained zero tolerance for any form of unethical behaviour. The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and Employees in accordance with the provisions of the Act and Listing Regulations, to report concerns about unethical behaviour. Your Company has provided a dedicated e-mail address for reporting such concerns. All cases registered under Whistle Blower Policy of your Company are reported to and are subject to the review by the Audit Committee. The Board adopted revised policy at its meeting held on May 29, 2023 to align the policy with the new purpose, strategy, and safety leadership principles of the Company.

ACKNOWLEDGEMENT

The Board wishes to place on record its sincere appreciation of the efforts put in by your Company's employees for achieving encouraging results. The Board also wishes to thank the members, distributors, vendors, customers, bankers, Government and all other business associates for their support during the year.