KKalpana Industries (India) Ltd

To the Members of Kkalpana Industries (India) Limited,

The Board of Directors have pleasure to present the 39^th Annual Report on the performance of Kkalpana Industries (India) Limited ("the Company") together with the Audited Statement of Accounts for the financial year ended March 31,2024. ("FY 23-24")

(Rs. In Lacs)

* The consolidated financial results were applicable to the company from the period 1^st April, 2023 to 31^st December, 2023. From 1^st January, 2024, the consolidated financial results are not applicable to the company on account of disposal of investment in subsidiaries i.e., Kkalpana Plastic Reprocess Industries Middleeast FZE w.e.f 21^st November, 2023. Hence, the company is required to prepare standalone financial results.

Dividend

In order to preserve the Cash Flow, no dividend was recommended for FY 23-24.

Change of Registered Office

There has been no change in the registered office of the Company during the period under review.

Industrial Scenario

As per a McKinsey report, if plastics demand follows its current trajectory, global plastic waste volumes would grow from 260 million tons per year in 2016 to 460 million tons per year by 2030, taking what is already a serious environmental problem to a whole new level.

As per an article by Fortune Business Insights, the global recycled plastic market size was US$ 50.78 billion in 2023. Favourable initiatives to promote the use of recycled plastics in developed countries, growing acceptance of recycled plastics consumption in the textile industry as fibers in developing countries of the Asia Pacific, and cost effective, sophisticated recycling technologies are some of the key factors driving the global recycled plastics market.

The Indian plastics industry has been developing fast with market growth and diversification in recent years. Latest market reports indicate that the industry is the likely to be increasing in total exports of the Plastic raw materials. According to the Directorate General of Commercial Intelligence and Statistics (DGCIS) of India, the Indian plastics industry hosts more than 2,000 exporters.

Recycled plastic is scrap or waste plastic materials that are processed and re-purposed into useful products. Since most of the polymer materials used globally are non-biodegradable, recycling of these materials is the solution to reduce the burden of polymers present in the environment. Furthermore, increasing restrictions on the usage of single use polymers and initiatives taken by governments in Europe, China, India and Brazil are expected to promote recycling on fast-track basis. For instance, the European Union has prohibited single use plastic polymer products since 2021. Moreover, the shift of end use industries, especially packaging and consumer goods towards sustainable or recyclable materials will drive the market growth. Further, the innovation and development of products, including packaging bottles, films, containers, and cutlery using post-consumer recycled (PCR) plastics will provide huge opportunities for the market in the future.

Many Industries are regularly modifying the Plastic to make it environment friendly. In India, Plastic has a higher edge in terms of Trust, Ability and Technology to leverage the global market. Corporate Houses are vigorously innovating & competing to provide the most efficient Plastics for making manufacturing easier, recyclable and more cost effective. However, for the corporate sector, recycling plastic is also a complicated issue. There are so many different grades of plastic, each requiring their own recycling processes. Some non-durable plastic types are not even recyclable in a commercially viable manner.

Currently, India generates 26,000 tonnes of Plastic Waste every day. Even though having such great advantages, government and many Environmental Activists are calling for a ban on Plastics. For tackling the menace of Plastic Waste in India, the Government has completely banned import of Solid Plastic waste/ scrap in the Country. However, the very properties that make Plastic so dangerous - its durability and long lifespan - also make it a great asset. Plastic is such a material that can be constantly recycled. This helps Ecology and the Economy, especially when the human population is growing rapidly, and our lifestyle demands are increasing exponentially. The solution is not to Ban Plastic, but to ensure that it is used responsibly and recycled properly.

Meanwhile, there are around 30,000 plastic processing units of which 85-90% are small and medium-sized enterprises, over 7000 recycling units and numerous end-users, which ensure an effective industry chain in the country. These enterprises employ more than 4 million people. The Government of India intends to take the plastic industry from a current level of Rs. 3 lakh crore (US$ 37.8 billion) of economic activity to Rs. 10 lakh crore (US$ 126 billion) in four-five years.

Operations and State of Company's Affairs

Pursuant to the Scheme of Arrangement between Kkalpana Industries India Limited ("KIIL" or "the Company") and the Ddev Plastiks Industries Limited ("DPIL") and their respective Creditors and Shareholders ("the Scheme"), as approved by Hon'ble National Company Law Tribunal, Kolkata Bench, ("NCLT") vide its Order dated 04.03.2022, the Compounding Business of KIIL has been vested to DPIL having an appointed date of 01.04.2021. There has been no further change in the nature of business of the company during the financial year ended 31.03.2024.

During the year under review, your Company achieved total revenue of 8,099.40 Lacs as against total revenue of Rs. 28,717.70 Lacs in the previous financial year. The Profit after Tax is 21.89 Lacs as against Rs. 190.06 Lacs in the previous year. The figures for previous financial year are represented after taking into effect the demerger of compounding business of the Company, pursuant to approval by the (NCLT) vide its order dated 04.03.2022 with an appointed date of 01.04.2021.

The Company recycles plastic and manufactures plastic granules. It has 2 (Two) manufacturing units with state-of-the-art machinery, infrastructure, equipment, and R&D facilities. With plants located at East coast of India, the company gains advantage of low freight costs. The Company is in process to identify more avenues and engage in reliable projects.

Future Prospects

Plastics are lightweight, durable and inexpensive materials that can be molded into a diverse variety of products. As a result, production of plastics has increased manifold over the past few decades. However, their current usage has also led to the generation of a huge amount of waste, resulting in major environmental concerns. The landfill is the conventional method for waste disposal; however, landfill area has become scarce in many countries. Although this method has limited environmental impacts, there are long-term risks of contamination of soil and groundwater associated with it, thus polluting the natural environment.

Plastic recycling is the reprocessing of plastic waste into new and useful products. When performed correctly, this can reduce dependence on landfills, conserve resources and protect the environment from plastic pollution and greenhouse gas emissions. Furthermore, consistent support from the government and increasing penetration of recycled plastic products is presenting lucrative opportunities for the global plastic recycling market. A major opportunity lies in increasing use of recycled plastics to other industries and its market is forecasted to grow even more in the following years.

Plastic recycling is a mechanical and chemicalprocess of recovering plastic waste or scrap discarded during the production of plastic products (pre-consumer plastic waste) or after the use of these products by consumers (post-consumer plastic waste). It is cost effective process and helps decrease carbon emissions.

The global plastic recycling market was valued at $50.04 billion in 2023, and is projected to reach $70.12 billion by 2032, growing at a CAGR of 3.84% from 2024 to 2032. Plastic recycling is the process of retrieving waste or used plastic materials and converting them into new products. Plastic waste is collected, sorted, cleaned, and processed in this process to produce a new material that can be utilized to make other products. The major objective of plastic recycling is to decrease the amount of plastic waste that ends up in dumping grounds and oceans and to conserve natural resources by using recycled plastic instead of new plastic. These programs promote plastic bags recycling to mitigate landfill hazards. People are also increasingly preferring to recycle plastic products to reduce waste. It is a crucial aspect of waste management and environmental conservation efforts. Several key factors are driving the plastic recycling market.

The rising awareness of the negative impacts of plastic waste on the environment, such as ocean pollution and harm to wildlife, is one of the major factors driving the growth of the market. Due to this, there is now more demand for plastic recycling as a means of reducing plastic waste and lowering its environmental impact. The growing desire by consumers and businesses for environmentally friendly and sustainable goods is another factor driving the plastic recycling industry. Recycled plastic is increasingly being used in goods by many businesses, which has increased demand for the material.

Because of the Central Government's total emphasis on infrastructure and continuation of reforms, the sector in which your company operates will get a big boost. Further, the strong Research and Development (R&D) facilities of your company will

propel the turnover in the very near future. Your company has been constantly seeking inroads in overseas markets. A high standard of research and development will ensure cost reduction and cost control, which primarily affects the bottom line of any company.

The global plastic recycling market forecast report is segmented on the basis of product, source, application, and region. By product, the market is sub-segmented into polyethylene (PE), polyethylene terephthalate (PET), polypropylene (PP), polyvinyl Chloride (PVC), polystyrene (PS), and others. According to Source, the market is classified into plastic bottles, plastic films, polymer foam, and others.

Preservation of the environment, being the primary concern, worldwide, recycling becomes an important aspect, and we look forward to the growth of the industry.

Share Capital

There is no change in the Share Capital of the Company. As on 31^st March 2024, the paid up equity share capital of the company stood at Rs. 1881.46 lacs divided into 94072930 equity shares of face value Rs. 2/- each.

Transfer to General Reserve

The Board of Directors decided to retain the entire amount of profits for 2023-24 in the retained earnings.

Transfer of Amount to Investor Education and Protection Fund

Pursuant to the provisions of the Investor Education and Protection Fund ("IEPF") (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 ("IEPF Rules"), the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e., 23.09.2023), with the Ministry of Corporate Affairs ("MCA"). Since the company had not declared any dividend for the financial year ended 31.03.2017, no funds were required to be transferred to IEPF during the year under review.

Deposits

Your Company has not accepted any deposits from public and/ or members during the year under review, within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and accordingly as of 31^st March 2024, there were no unpaid deposits with the Company.

Research and Development

Your Company recognizes that Research & Development ("R&D") plays a vital role in supporting operations as well as future growth. Your Company focuses its attention on development of Products that have wide industrial applications, particularly in cable, piping, packaging and footwear industries. Through R&D, it endeavors to increase production, lower the cost of production and lower wastage.

Directors and Key Managerial Personnel

Appointment/ Re-appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 ("the Act"), Mr. Ddev Surana (DIN -08357094), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

As per the stated provisions of the Act, the Independent Directors are not liable to retire by rotation.

Brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and committee membership held in other companies of the Directors proposed to be appointed/re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard-2 and Regulation 36 of the SEBI Listing Regulation is appended as an Annexure to the Notice of the ensuing AGM.

Mrs. Ramya Hariharan (DIN: 06928511), Independent Director of the Company was re-appointed to said office for a term of 5 years w.e.f 27.09.2024. As such, his term of office expires on 26.09.2024. The Board, at its meeting held on 23.05.2024, upon recommendation of Nomination and Remuneration Committee at its meeting held on same day, approved her re-appointment for a further term of 5 years wef 27.09.2024 subject to the approval of members of the Company. It is also informed that she has submitted her consent for being re-appointed as Independent Director of the Company. The Board of Directors of the Company has, accordingly, sought approval from members, by way of special resolution, in accordance with Item No. 3 of the Postal Ballot Notice dated 23.05.2024.

The necessary disclosures about Directors, required pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Clause 1.2.5 of the Secretarial Standard on General Meetings, are annexed to the Notice of 39th AGM, forming part of the Annual Report.

Key Managerial Personnel

As at the Financial Year ended 31.03.2024, the following were the Key Managerial Personnels of the Company: -

(1) Mr. Narrindra Suranna,

(2) Dr. Pranab Ranjan Mukherjee,

(3) Mr. Indar Chand Dakalia, and

(4) Mrs. Swati Bhansali.

During the year review the Company Secretary and Compliance Officer of the Company, Ms. Ankita Karnani resigned w.e.f 20.05.2023 and Mrs. Swati Bhansali (ACS- 52755) was appointed as Company Secretary and Compliance Officer of the Company w.e.f 01.07.2023. Due to her marriage, her surname was changed from Swati Lodha to Swati Bhansali and the same was recorded.

Your Company has also received the necessary declaration from all the directors, as enumerated in Section 164(2) and 184(1) of the Companies Act, 2013.

Independent Directors

The following Independent Directors of the Company are on Board as at 31.03.2024: -

(1) Mr. Samir Kumar Dutta,

(2) Mrs. Ramya Hariharan, and

(3) Mr. Deepesh Tiwari.

None of the Independent Director is due for re-appointment at the ensuing AGM or during the period under review.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, proficiency, and expertise in their respective designated fields and are people of integrity.

The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs (IICA), in terms of Section 150 of the Companies Act, 2013 (including any statutory modifications, amendments/ re-enactments, if any) read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time.

Cessation

None of the Directors resigned or were removed from their office during the period under review. Further, none of the Directors ceased to be associated with the company for any other reason.

None of the Directors are disqualified or debarred by Securities and Exchange Board of India ("SEBI") or any other statutory authority, from continuing office as Director and Certificate received in this regard from Mr. Ashok Kumar Daga (PCS-2699, COP-2948), Practicing Company Secretary, is annexed to this report as "Annexure 1"

Declaration by Independent Directors

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of Independence, as laid down under Section 149(6) of the Act and Regulation 16(1 )(b) of the SEBI Listing Regulations. In terms of Regulations 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists 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. They have also confirmed, respectively, pursuant to Circular No. LIST/COMP/14/2018-19 dated 20.06.2018 issued by BSE Ltd., pertaining to enforcement of SEBI Orders regarding appointment/ appointment of Director/Independent Director, that they are not debarred from holding office of Independent Director/ Director by virtue of any SEBI order or any other statutory authority and are not disqualified from continuing as Independent Directors in terms of Section 164 of the Act. They have also confirmed, respectively, their compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014 ("the Rules"), as amended from time to time, with respect to registration with the Databank of Independent Directors maintained with Indian Institute of Corporate Affairs.

Board membership Criteria and list of Core Skills/ Expertise/ Competencies identified in the context of the business

The Board of Directors are collectively responsible for selection of member on the Board. The Nomination and Remuneration Committee of the Company follows defined criteria for identifying, screening, recruiting and recommending candidates for selection as a Director on the Board. The criteria for appointment to the Board include:

• composition of the Board, which is commensurate with the size of the Company, its portfolio, geographical spread and its status as a listed Company;

• desired age and diversity on the Board;

• size of the Board with optimal balance of skills and experience and balance of Executive and Non-Executive Directors consistent with the requirements of law;

• professional qualifications, expertise and experience in specific areas of relevance to the Company;

• balance of skills and expertise in view of the objectives and activities of the Company;

• avoidance of any present or potential conflict of interest;

• availability of time and other commitments for proper performance of duties;

• personal characteristics being in line with the Company's values, such as integrity, honesty, transparency, pioneering mindset.

The Board has identified the following skills/ expertise/ competencies fundamental for the effective functioning of the Company, which are currently available with the Board: -

• Leadership - experience of running large enterprise, leading well-governed organization, with an understanding of organizational systems and strategic planning and risk management, understanding of global business dynamics, across various geographical markets, industry verticals and regulatory jurisdictions.

• Strategy and planning - Appreciation of long-term trends, strategic choices and experience in guiding and leading management teams to make decisions in uncertain environments

• Governance - Experience in developing governance practices, serving the best interests of all stakeholders, maintaining board and management accountability, building long-term effective stakeholder engagements and driving corporate ethics and values Finance and Accounting Experience - Experience in handling financial management along with an understanding of accounting and financial statement

• Understanding use of Digital / Information Technology-Understanding the use of digital / Information Technology across the value chain, ability to anticipate technological driven changes & disruption impacting business and appreciation of the need of cyber security and controls across the organization

• Sales and Marketing-Experience in developing strategies to grow sales and market share, build brand awareness and equity, and enhance enterprise reputation.

The following are the details of respective core skills of Board Members as on 23.05.2024:

Committees of the Board

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their respective composition, number of meetings and attendance at the meeting are provided in the Corporate Governance Report, which also forms part of this Annual Report.

Separate meeting of Independent Directors

The Independent Directors met on 09.02.2024, without the attendance of Non-Independent Directors and members of the Management, except the Company Secretary, who was present by invitation. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Code of Conduct for Directors, Senior Management Personnel and Employees

Your Company has adopted the Code of Conduct ("the Code" or "CoC") for its Directors and Senior Management. In terms of Regulation 26(3) of SEBI Listing Regulations, all Directors and Senior Management Personnel have affirmed compliance with the code. The Chief Executive Officer who is also Managing Director has in turn affirmed and certified the same, under Regulation 34(3) read with Part D of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), which certification is provided in the Report on Corporate Governance. The Company also has in place an HR Policy for its employees at all levels.

Familiarization Programme for Independent Directors

The Company had organized familiarization programmes for the Independent Directors as per the requirement of the Companies Act, 2013 and Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and it conducts familiarization programme, from time to time, for its Independent Director. All independent directors inducted into the Board attended the familiarization programme. The Company has familiarized the Independent Director with the company, their roles, rights, responsibilities in the company, nature of the Industry in which the company operates and business model of the company. The Company endeavors to update the Independent Directors regarding the company's projects, new ventures, if any, opening of new office sites or manufacturing units, shutdown/ closure of any manufacturing unit. It also keeps the Independent Directors informed of any sluggishness in finance/ liquidity problems, if any. The suggestions received from Independent Directors are taken note of and informed to the Chairman and Managing Director takes suitable measures, if required, on the suggestions of the Independent Directors. Further, at the time of the appointment of an Independent Director, the company also issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. The format of the letter of appointment is available under the head draft letter of appointment on our website (www.kkalpanagroup.com/investor-relations.php)

Board Evaluation

The Board of Directors has devised a policy for performance evaluation, which includes criteria for performance evaluation. It reviews the performance evaluation criteria annually in accordance with Regulation 4(2)(f)(ii)(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. The Nomination and Remuneration Committee accordingly carries out an annual evaluation of Board's performance, and the performance of its Committees as well as Individual Directors (both Executive and Non-executive/ Independent Directors) in accordance with Section 178(2) of the Companies Act, 2013. This involves receiving input from all Committee members. The Board thereafter reviews and takes on record the performance evaluation done by the Nomination and Remuneration Committee. The Board evaluates the performance of Independent Directors, pursuant to Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule IV to the Companies Act, 2013.

Pursuant to the provisions of the Section 178(2) Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the formal annual evaluation was carried out for the Board's own performance, its committees & Individual Directors.

A structured performance evaluation form was prepared after taking into consideration inputs received from the Directors and on the basis of the evaluation criteria laid down by Nomination and Remuneration Committee and as reviewed and approved by the Board of Directors, covering various aspects of the Board's functioning including adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance, the effectiveness of its processes, information, flow and functioning.

A separate meeting of Independent Directors was held to review the performance of Non-Independent Directors, the performance of the Board of Directors and the performance of Chairman. The Directors evaluation was broadly based on parameters such as, meeting the expectation of stakeholders, guidance and review of corporate strategy, risks, participation, Director's contribution to the Board of Directors and Committee meetings, including preparedness on the issues to be discussed as well as meaningful and constructive contribution and inputs during the meeting and attendance at Board / Committee meetings, interpersonal skills. The performance evaluation of the Chairman of the Company was undertaken by the Independent Directors considering the views of Executive Directors and Non-Executive Directors. The Chairperson is evaluated on the key aspects of their role, their contribution to ensuring corporate governance, leadership qualities, decision implementation, understanding of market and industry scenario etc. The Independent Directors also assessed the quality, quantity, and timeliness of flow of information between the Company's management and the Board.

Observation of the Board in regard its own performance

In regard to Financial Year ended 31^st March 2024, the Board of Directors of the Company, after an exhaustive discussion on the captioned subject matter, was of the opinion that operationally, the Board, as whole, had issued effective instructions, from time to time, and the same were duly carried out.

Policy on Director's appointment and remuneration

The current policy is to have an appropriate mix of executive and non-executive / independent directors to maintain the independence of the Board and separate its functions of governance and management.

The Company's Policy for selection and appointment of Directors and their remuneration is based on its Nomination and Remuneration policy which, inter alia, deals with the manner of selection of the Directors and Senior Management Personnel and such other matters as provided under section 178(3) of the Act and 19(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any amendment thereto.

The policy of the Company on directors' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under section 178(3) of Companies Act, 2013 is available on the company's website under the head Policy at www.kkalpanagroup.com/investor-relations.php.

Your Directors affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company and in accordance with the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board meetings

The Board held 5 (Five) times during the financial year under review, the details of which are given in the Corporate Governance Report which is annexed and forms a part of this report.

The intervening gap between two consecutive Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Directors' Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

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

(b) 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 and loss of the company for that period;

(c) the directors had 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 had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) 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.

Statutory Auditors & Audit

Pursuant to Section 139 of the Companies Act, 2013, M/s. B. Chakrabarti & Associates (Firm Registration No. 305048E), Chartered Accountant, had been appointed as Statutory Auditor of the Company for a tenure of 5 years commencing from the conclusion of 37^th Annual General Meeting of the Company held on 24^th September 2022 till the conclusion of 42^nd Annual General Meeting of the Company to be held in 2027.

The consent for confirmation of Statutory Auditor, certificate of eligibility and peer review confirmation as per the provisions under Companies Act, 2013 and rules made thereunder, dated 13.05.2024 was received from M/s. B. Chakrabarti & Associates (Firm Registration No. 305048E), Chartered Accountant, Kolkata.

The Auditors' Report on the accounts for the year ended 31^st March, 2024 does not contain any qualification, reservation, adverse remark or observation.

During the year under review no fraud was reported by the Auditors, pursuant to Section 143(12) of the Companies Act, 2013.

Internal Auditors & Internal Audit

Pursuant to Section 138 of the Companies Act, 2013, the Board of Directors had appointed M/s D K D & Associates, Chartered Accountants, Kolkata (Firm Registration No. 322657E) as Internal Auditor for the financial year 2023-24, on the recommendation of Audit Committee. The Quarterly Internal Audit Report submitted by Internal Auditors during the Financial Year 2023-24 has been reviewed by the Audit Committee and Board, at their respective meetings and the suggestions therein implemented to the extent possible.

The Board of Directors has appointed M/s. B. Mukherjee & Co., Chartered Accountants, Kolkata (Firm Registration No. 302096E) as Internal Auditors, for the financial year 2024-25, on the recommendation of Audit Committee.

Cost Auditors & Cost Audit

Pursuant to Section 148 of the Companies Act, 2013 and subject to rules thereunder, the Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. D. Sabyasachi & Co. (Membership No. 000369), Cost Accountants, Kolkata, as the Cost Auditors of the Company for the financial year 2024-25. M/s. D. Sabyasachi & Co. have confirmed that their appointment is within the prescribed limits and they are free from any disqualifications as provided in Section 141 of the Companies Act, 2013. The Cost Audit Fees of the Cost Auditor for financial year 2024-25 is proposed for ratification at the ensuing Annual General Meeting. The Cost Audit Report for the Financial Year 2023-24 does not contain any qualification, reservation, adverse remark or observation.

Secretarial Auditor & Secretarial Audit

Pursuant to Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at its meeting held on 23rd May, 2024 had re-appointed Mr. Ashok Kumar Daga (Membership No.-FCS- 2699, C.O.P No. 2948), Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2024-25. The report of the Secretarial Auditors for the Financial Year 2023-24 in Form MR-3 is annexed herewith as 'Annexure 2' to this report. The report is self-explanatory and does not call for any further comments.

Annual Secretarial Compliance Audit

SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08.02.2019 introduced that listed companies shall additionally, on an annual basis, require a check by Practicing Company Secretary ("PCS") on compliance of applicable SEBI Regulations and circulars/ guidelines issued thereunder, consequent to which, the PCS shall submit a report to the listed entity. Further, in accordance with Regulation 24A of SEBI Listing Regulations also the Annual Secretarial Compliance Certificate is required to be filed with the Stock Exchange where the shares of the company are listed within 60 days from end of related financial year. Accordingly, Mr. Ashok Kumar Daga (Membership No.-FCS- 2699, C.O.P No. 2948), Practicing Company Secretary, was appointed by the Board for the said purpose who has since submitted his report to the Board, copy whereof was placed for consideration by Board members, at its meeting held on 23^rd May, 2024 and shall subsequently be submitted to the Stock Exchange as per the requirement of the said circular and regulation. The Annual Secretarial Compliance Report issued by Mr. Ashok Kumar Daga, (Membership No.-FCS- 2699, C.O.P No. 2948), Practicing Company Secretary for the year ended 31^st March 2024 does not contain any qualification, reservation or adverse remark and is annexed herewith as 'Annexure 3' to this report.

Policies

The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All applicable policies are available under the head Policy on the Company's website: www.kkkalpanagroup.com/investor-relations.php. The policies are reviewed periodically by the Board and/or Committees, as required, and updated, based on need and new compliance requirements.

Corporate Social Responsibility (CSR)

The Company has a Corporate Social Responsibility Committee, the constitution of which is detailed in the Corporate Governance Report forming part of this Report. In compliance with Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, the Company has adopted a CSR policy which is available under the head policy at: http://www.kkalpanagroup.com/investor-relations.php.

Pursuant to Section 135 of the Companies Act, 2013, Companies (Corporate Social Responsibility) Rules, 2014 and Schedule VII to the Act, CSR is applicable to every Company having:

(1) Net worth of Rs. 500 Crore or more, or

(2) Turnover of Rs. 1000 crore or more, or

(3) Net Profit of Rs. 5 crore or more.

during the immediately preceding financial year.

The turnover, net worth and net profit of the company in the immediately preceding financial year 2022-23 (with respect to financial year 2023-24) did not exceed the limit as specified under Section 135 of the Companies Act, 2013 and therefore CSR Expenditure was not required in the financial 2022-23.

The turnover, net worth and net profit of the financial year under review i.e. financial year 2023-24 does not exceed the limit as specified under Section 135 of the Companies Act, 2013 read with relevant Rules and therefore no CSR Expenditure is mandatorily required to be undertaken in the FY 2024-25.

Related party transactions

Your Company has formulated a policy on Related Party Transaction ("RPT") which is available on Company's website www.kkalpanagroup.com. There were no transactions that required disclosure under section 134(3)(h) of the Companies Act, 2013, in Form AOC-2, and hence your company has not provided any details of such related party transactions. Further, there are no material RPT, during the year under review, with the Promoters, Directors or any Key Managerial Personnel which may have a potential conflict of interest with the Company at large. Prior Omnibus Approval has been obtained for transactions which are of a foreseen and repetitive nature which shall be reviewed by the Audit Committee periodically. All RPT were entered into by the Company at its ordinary course of business and were at arm's length. Omnibus Approval granted for the year under review for repetitive transactions was reviewed by the Board and Audit Committee of the company. The details in respect to captioned matter are specified in notes to Financial Statement.

Omnibus approval in respect of regular RPT to be entered by the Company with DPIL and with Ddev Plastic Limited ("DPL") during F.Y 2023-24, was granted by the Audit Committee and Board of Directors at their meeting held on 10.02.2023 vide Postal Ballot Notice dated 10.02.2023, whereof the result declared on 12.04.2023.

The omnibus approval in respect of regular RPT to be entered by the Company with DPIL and DPL during F.Y 2024-25, was granted by the Audit Committee and Board of Directors at their meeting held on 09.02.2024 vide Postal Ballot Notice dated 09.02.2024, whereof the result declared on 11.04.2024.

Further, the Audit Committee and the Board at its respective meeting held on 23.05.2024 had granted Omnibus Approval for ratification of RPT to be entered with DPIL for F.Y 2023-24 and approval of material RPT to be entered with DPIL for F.Y 2024-25, subject to the same being approved by the members of the Company, in addition to the RPT approved by the members by postal ballot, result whereof declared on 11.04.2024. Accordingly, the Company is seeking approval of members vide Postal Ballot Notice dated 23.05.2024.

Subsidiaries/ Joint Ventures / Associate Companies

Bbigplas Poly Private Limited ("BPPL"), holding Company as it holds 74.03% in the Company.

Kkalpana Plastick Limited ("KPL") was the Associate Company of the Company wherein the Company holds 36.23% of equity in its paid-up capital. However, 2002920 equity shares of KPL have been proposed by the Board of Directors based upon the recommendation of the Audit Committee at their respective meeting dated 19^th May, 2023, to be transferred to BPPL, holding Company of the company, which would account for an Inter-se Transfer of Shares between the Promoters, in terms of Regulation 10 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, since BPPL is also the promoter of KPL and therefore ceased to be the associate of the Company.

Further, the wholly owned subsidiary in the name of Kkalpana Plastic Reprocess Industries Middleeast FZE incorporated in Hamriyah Free Zone, Sharjah, United Arab Emirates, has been wound up on 25^th December, 2023, with an effective date of 21^st November, 2023, as approved in the Board Meeting based upon the recommendation of the Audit Committee at their respective meeting dated 14^th November, 2023 and therefore ceased to be the subsidiary of the Company.

The consolidated financial results were applicable to the company from the period 1^st April, 2023 to 31st December, 2023. From 1^st January, 2024, the consolidated financial results are not applicable to the company on account of disposal of investment in subsidiaries i.e., Kkalpana Plastic Reprocess Industries Middleeast FZE w.e.f 21^st November, 2023. Hence, the company is required to prepare only standalone financial results.

Material changes and commitments affecting the financial position of the Company

There is no change in the business of the company. However, as per the Scheme of Arrangement between the Company, DPIL and their respective shareholders and creditors, as approved by the Hon'ble National Company Law Tribunal, Kolkata Bench (NCLT) vide its order dated 4^th March, 2022, the Compounding Business Undertaking of the Company was transferred to DPIL, on a going concern basis, under provisions of Section 230-232 of the Companies Act, 2013, wef appointed date 01.04.2021. The certified copy of said NCLT Order was received on 16.03.2022 and filed with the Ministry of Corporate Affairs on 01.04.2022, being the effective date.

Particulars of Loans, Guarantees and Investments

Pursuant to provisions of Section 186 of the Companies Act, 2013, the company is allowed to give loans, guarantees, or make investments exceeding sixty per cent of the aggregate of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, however the said limits may be exceeded subject to prior approval of members being accorded for the same. The members had, in this regard, approved the limit of Rs. 2000 Crores (Rupees Two Thousand Crores only) and the Company has not exceeded the approved limit.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, are provided in the financial statement (please refer to Note 9 to the financial statement).

Risk Management Policy

Your company has an elaborate Risk Management procedure and adopted a systematic approach to mitigate risk associated with accomplishments of objectives, operations, revenues and regulations. The Board takes responsibility for the overall process of risk management throughout the organization. In terms of the requirement of the Companies Act, 2013, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically. The company considers activities at all levels of the Organization viz. Enterprise level, Division level, Business Unit Level and Subsidiary level in the risk management framework. The risk management process of the Company focuses on three elements viz. 1) Risk Assessment 2) Risk Management and 3) Risk Monitoring. The Company's business units and corporate functions address risk through an institutionalized approach aligned to the Company's objective. This is further facilitated by the Internal Audit which is reviewed by the Board and Audit Committee of the Company. The key risks and mitigating actions are reviewed and significant audit observations and follow up actions thereon are reported to the Audit Committee and Board.

Significant and material orders passed by the regulators

A Scheme of Arrangement between the Company, DPIL (CIN: U24290WB2020PLC241791) and their respective Shareholders and Creditors, providing for, inter alia, transfer of the Compounding Business Undertaking of the Company, on a going concern basis, to DPIL, as per provisions of Section 230-232 of the Companies Act, 2013, ("the scheme") was considered and approved by the Hon'ble National Company Law Tribunal (NCLT), Kolkata Bench vide its order dated 04th March, 2022. Accordingly, Compounding Business Undertaking of the Company stands demerged and vested in DPIL wef the appointed date 01.04.2021 in accordance with the said NCLT Order. The certified copy of the NCLT Order dated 04.03.2022 was received on 16.03.2022 and duly filed with Registrar of Companies, West Bengal, on 01.04.2022 (Effective date). DPIL had allotted 94072930 Equity Shares of Re.1 each in the ratio of 1:1 to the shareholders of the KIIL whose name appeared in the shareholders' list of the Company as on 08.04.2022, being the record date for the said purpose.

Disclosure as per Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

As per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder, as amended from time to time, the Company has in place Internal Complaints Committee (ICC) which has been setup to redress complaints regarding Sexual Harassment. The following is the summary of Sexual Harassment complaints received and disposed off during the year under review:

All employees (permanent, contractual, temporary & trainees) are covered under the captioned Act. Your directors are pleased to state that working atmosphere of your company is very healthy for male and female employees/ workers.

Particulars of Employees

None of the employees, employed during the year, was in receipt of remuneration, in aggregate of Rupees 1,02,00,000 or more per annum for the financial year 2023-24, or Rs. 8,50,000 or more per month for any part of the Financial Year, as set out in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Therefore, no such details have been provided in terms of section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014.

The ratio of remuneration of each Director to the median employee's remuneration and other details in accordance with sub-section 12 of Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this report and is marked as 'Annexure 4'

Annual Return

Pursuant to the provisions of section 92(3) and 134(3)(a) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the annual return for the Financial Year 2023-24 is uploaded on the website of the Company at www.kkalpanagroup.com/investor-relations/ under the tab Annual Report.

Vigil mechanism

The Company believes in conducting its affairs in fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. Pursuant to the requirement of the Section 177(9) of the Companies Act, 2013, the Company has established vigil mechanism which also incorporates a whistle blower policy in terms of the SEBI Listing Regulations in order to provide a secure environment and to encourage employees to report unethical, unlawful, improper practice, acts or activities, if any. Protected disclosures can be made by a whistle blower through an e mail or phone or letter to the chairman of Audit Committee. During the year under review no employee was denied access to the Audit Committee.

Internal Financial Controls

The Board has adopted policies and procedures for governance of orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of the business of your Company. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable Indian Accounting Standards (Ind AS) and relevant statutes. The Internal Auditor and the Audit Committee review the Internal Financial Control system periodically. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

E-Voting Facility at Annual General Meeting

In terms of Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of Companies (Management and Administration) Rules, 2014 and other applicable provisions of the Act and Rules made thereunder (as amended), the items of business specified in the Notice convening the 39th Annual General Meeting of the Company shall be transacted through electronic voting system only and for this purpose the Company is providing e-Voting facility to its' Members whose names will appear in the register of members as on the cut-off date (fixed for the purpose), for exercising their right to vote by electronic means through the e-Voting platform to be provided by National Securities Depository Ltd ("NSDL"). The detailed process and guidelines for e-voting have been provided in the notice convening the meeting.

Green Initiatives in Corporate Governance

As a responsible corporate citizen, the Company supports the 'Green Initiative' undertaken by the Ministry of Corporate A airs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to Shareholder at their e-mail address registered with the Depository Participants ("DPs") and Registrar and Share Transfer Agent ("RTA"). To support the 'Green Initiative; Shareholder who have not registered their email addresses are requested to register the same with the Company's RTA /Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically.

The Ministry of Corporate Affairs and SEBI has permitted companies to send electronic copies of Annual Report, notices, etc. to the registered E-mail addresses of shareholders. Your Company has accordingly arranged to send the electronic copies of these documents to shareholders whose email addresses are registered with the Company/ Depository Participant(s), wherever applicable. In accordance with the MCA and SEBI circulars the Company can send electronic copies of notice of AGM and Annual Report on registered email addresses of the Shareholders available with the company/RTA or the depositories. Physical circulation of notice of AGM and Annual Report is dispensed with and electronic circulation through E-mail shall suffice. In accordance with the MCA Circulars and SEBI Circulars, your company has also adopted the facility of E-Voting at the AGM in addition to the Remote E-Voting facility that is provided in terms of provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended, and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

Human Resources and Industrial Relations

The Industrial relations of the Company with its personnel has continued to be cordial and amicable. Your Directors acknowledge and appreciate the efforts and dedication of employees to the Company. Your directors wish to place on record the co-operation received from the Staff and Workers, at all levels and at all units.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Your Company has directed its efforts to reduce energy costs by focusing on energy savings through the best optimization of operations on day-to-day basis. The Company has used fuels in appropriate mix to attain maximum savings.

As required under Companies (Accounts) Rules, 2014, the particulars of energy conservation, Technology Absorption and Foreign Exchange Earnings and outgo is given in the prescribed format as an Annexure to the Report and marked as 'Annexure 5.

Management's Discussion and Analysis Report

In accordance with Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management's Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and marked as 'Annexure 6'.

Corporate Governance

The Company has taken the requisite steps to comply with the requisite recommendations concerning Corporate Governance. The Company is committed to good corporate governance practices. The report on Corporate Governance for the financial year ended March 31, 2024, as per regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report and marked as 'Annexure 7'. The requisite Certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to said Report.

Compliance with applicable Secretarial Standards

The Institute of Company Secretaries of India (ICSI) is one of the premiere professional bodies in India. ICSI has issued Secretarial Standards on important aspects like Board Meetings (SS1), General Meetings (SS2), Maintenance of Registers and Records, Minutes of Meetings and Transfer / Transmission of Shares. The observance of Secretarial Standards SS1 and SS2 are mandatory. Rest are recommendatory in nature. The company adheres to the applicable standards voluntarily.

Acknowledgement

Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company.

Your Directors also wish to place on record their appreciation to all of the Company's employees and workers at all level for their enormous efforts as well as their collective contribution to the Company's performance.