Plastiblends India Ltd

To

The Members of

Plastiblends India Limited

Your Directors have pleasure in presenting the THIRTYTHIRD ANNUAL REPORT and the Audited Financial Statements for the Financial Year ended 31^st March, 2024.

1 Financial Highlights

( in Lakhs)

2 Operations

The Board of Directors are pleased to report significant achievement in performance. The brief highlights of operations for the Financial Year 2023-24 are as under:-

The revenue from operations was highest ever in the history of the Company of 80,216 Lakhs for FY 2023-24 as against 76,852 Lakhs for FY 2022-23.

EBIDTA margin grew by 66 bps from 7.16% in FY 22-23 to 7.82% in FY23-24.

PBT margin grew by 101 bps from 4.75% in FY 22-23 to 5.75% in FY23-24.

PAT margin grew by 81 bps from 3.49% in FY 22-23 to 4.30% in FY23-24.

Double digit volume growth both in domestic and exports.

The augmented Black Masterbatch capacity of Roorkee and Palsana unit are getting good response. The "Jal

Jeevan Mission" project of Central Government with the objective of providing tap water connection to every rural household is a major growth driver for black masterbatch.

The solar plant at Roorkee is installed. Now, all three of our manufacturing plants at Daman, Palsana and Roorkee have solar plants having combined capacity of 1420 KWP. Solar plant reflects our unwavering commitment to clean and renewable energy.

A cutting-edge platform in form of "Dealer Portal" has been designed to revolutionize the way we will interact with Dealers and Customers going forward. The effort to transform and modernize thorough digitization will take Company to next growth trajectory. Our continued focus on delivering value to our customers, will position us for sustainable growth in the future.

The geopolitical implications of Russia Ukraine war and Israel-Hamas war brought global gusts for the Indian economy. Red sea crisis impacted export as well as imports as disrupted maritime trade routes impacted global supply chain which led to inflated freight cost.

During the year, the company faced changes in raw material prices, affecting the average sales price per kilogram.

However, the company managed these fluctuations effectively, demonstrating its ability to adapt to market conditions.

The sector in which Company operates has been subjected to evolving regulations and policies aimed at reducing plastic waste and promoting sustainability. Company follows highest Environment, Health and Safety (EHS) standards and in this direction has zero effluent plants, has ISO 45001 certification and is also registered under Extended Producer Responsibility (EPR).

Throughout the fiscal year 2023-24, our company enthusiastically engaged in prominent exhibitions and conferences, showcasing our products and achievements on a noteworthy platforms and has received very encouraging response. Key events of participation include Plex Connect 2023 in Mumbai, the 10^th Speciality Films & Flexible Packaging Global Summit 2023 in Mumbai, COMPLAST 2023 in Sri Lanka, Odisha Plast 2023 in Bhubaneswar, and Plastivision 2023 in Mumbai.

The strategic initiatives undertaken for capturing the additional market share, enhancing operational efficiency and prudent financial disciplinary strategy have played a pivotal role in improving the margins.

3 Dividend and Dividend Distribution Policy

The Board of Directors have recommended a dividend of 4.25 per share i.e. @ 85% for the year ended 31^st March, 2024. The total outflow amounts to 1104.54 Lakhs. (Previous Year the Company has paid dividend of 4.00 per share @ 80% and the total outflow inclusive of TDS was 1039 Lakhs.)

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosures

Requirements) Regulations, 2015 ("Listing Regulations") the Board of Directors of the Company has rmulated and fo adopted the Dividend Distribution Policy ('DDP'). The Board of Directors while taking decision for recommendation of the dividend will take guidance from this policy and would ensure to maintain a positive approach to dividend payout plans. The Dividend Distribution Policy is available on the Company's website at https://www.plastiblends.com/Upload/ PolicyOtherDoc/PBI-DIVIDEND-DISTRIBUTION-POLICY.pdf

4 Transfer To Reserves

The Board of Directors have decided to retain the entire amount of profits for F.Y. 2023-24 in the Profit & Loss Account.

5 Transfer to IEPF of Equity Shares and unclaimed Dividend

In terms of the provisions of Section 125 of the Companies Act, 2013 read with the Companies (Declaration and Payment of Dividend) Rules, 2014, all unclaimed / unpaid dividend up to FY 2015-16 has been transferred to the

Investor Education and Protection Fund. In compliance with the applicable Rules and after complyingwith the requisite formalities, Company will be transferring requisite applicable equity shares to the designated demat account of IEPF

Authority. The details of the shareholders whose shares are liable to be transferred to IEPF can be accessed at Company's website https://www.plastiblends.com/- IEPF

6 Directors

Shri Varun S. Kabra, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Shri Pushpraj Singhvi, Independent Director of the Company will conclude the second consecutive term of 5 years at the ensuing Annual General Meeting. The Board extends heartfelt appreciation to Shri Pushpraj Singhvi for his invaluable guidance since 2006. With expertise in the plastic industry, business strategy, sales & marketing, leadership and financial management, his contributions have been pivotal to company's success. The Board wishes him very best in his future endeavors.

Shri Sudarshan K. Parab, Independent Director of the Company will conclude the second consecutive term of 5 years at the ensuing Annual General Meeting. The Board extends heartfelt appreciation to Shri Sudarshan K. Parab for his invaluable guidance since 2008. With expertise in financial and management skills, along with dedicated board services, his contributions were instrumental to the company's success. The Board wishes him very best in his future endeavors.

The Board of Directors vide Circular resolution dated July 01, 2024 on recommendation of the Nomination & Remuneration committee appointed Mr. Dharmendra Kantilal Gandhi as an Additional Director, designated as an Independent Director of the Company with effect from July 01, 2024 to hold office upto the conclusion of ensuing Annual General Meeting. Approval of the shareholder is sought at ensuing AGM for his appointment as Independent Director.

A brief resume of the Directors seeking appointment/re-appointment at the forthcoming AGM and other details as required to be disclosed in terms of Regulation 36(3) of the Listing Regulations and Secretarialndard on General Sta

Meetings (SS-2) forms part of the Notice calling the AGM.

7 Board Independence

Based on the confirmation/disclosures received from the Independent Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149 (6) of the Companies Act, 2013;

Shri Pushp Raj Singhvi Shri Sudarshan K. Parab Shri Bajrang Lal Bagra Shri Rahul R. Rathi Smt Meena S. Agrawal

8 Annual Evaluation by the Board

In compliance with the Companies Act, 2013 and Regulation 19 read with Schedule II of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board has conducted its annual performance evaluation. This evaluation examined the Board's performance, individual Directors and Committees.

A structured questionnaire was formulated, taking into account inputs from the Nomination and Remuneration Committee members. The questionnaire covered various aspects of the Board's functioning, including composition, communication and governance effectiveness.

Individual Directors, including the Chairman, underwent evaluation based on parameters such as meeting attendance, understanding of roles and contribution to discussions. The Independent Directors were assessed by the entire Board, while the Chairman and Non-Executive Directors were evaluated by the Independent Directors. Overall, the Directors expressed satisfaction with the evaluation process.

9 Familiarisation Programme for Independent Directors

During the year, the Company conducted a familiarization program for Independent Directors. This program aimed to deepen their understanding of the Company's operations and familiarize them with its diverse aspects, thereby empowering them to fulfill their roles as Independent Directors more effectively. The Company's policy on conducting the familiarization program has been disclosed on the website of the Company at https://www.plastiblends.com/Upload/ PolicyOtherDoc/PBI-ID-FAMILIARISATION-PROGRAMME.pdf

10 Number of Board Meetings

During the year, 4 (four) meetings of the Board of Directors were held. The details of the Meetings are furnished in the Corporate Governance Report which forms part of this report.

11 Audit Committee

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this report.

12 Directors' Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013, your Directors hereby confirm that

(i) In the preparation of the annual accounts for the year ended 31^st March 2024, the applicable accounting standards were followed, accompanied by proper explanations regarding any material departures.

(ii) The Directors diligently selected accounting policies and consistently applied them. Additionally, they exercised prudent judgment and made reasonable estimates to present a true and fair view of the Company's financial position as of the end of the Financial Year ended on 31^st March 2024, and of the Company's Profit and Loss for the said Financial Year.

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013. This measure was aimed at safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

(iv) The Directors had prepared the annual accounts on a "going concern basis";

(v) The Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively;

(vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

13 Credit Ratings

During the year, credit rating agency CRISIL has reaffirmed CRISIL A + / Stable (Long Term Rating) and CRISIL A1 (Short Term Rating) ratings to the Bank loan facilities availed by the Company.

14 Nomination And Remuneration Policy (NRP)

The NRP of the Company for Directors, Key Managerial Personnel (KMP) and Senior Management Personnel is hosted on the website of the Company at the following web link https://www.plastiblends.com/PBI NRC Policy

Disclosure 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 is included in the Corporate Governance Report forming part of this report.

15 Vigil Mechanism/Whistle Blower Policy

In compliance with the provisions of Section 177(9) the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company. The Whistle Blower Policy is disclosed on the website of the Company at https://www.plastiblends.com/Upload/PolicyOtherDoc/PLASTIBLENDS-VIGIL-MECHANISM.pdf

16 Prevention of Insider Trading

The insider trading policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor and ensure reporting of deals by designated person/employees and maintain the highest ethical standards of dealing in Company securities.

17 Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations has been received from the Auditors of the Company for inefficiency or inadequacy of such controls.

18 Maintenance of cost records

As specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, the Company has maintained cost accounts and records.

19 Risk Management

Risk Management Committee has been constituted as per the requirement of Regulation 21 of the Listing Regulations.

The details pertaining to its Composition and meetings are set out in the Corporate Governance Report forming part of this report. The Risk Management Policy which aims at enlarging shareholders value and providing an optimum risk reward trade off, is uploaded on the Company's website at https://www.plastiblends.com/Upload/PolicyOtherDoc/PBI-RISK-MANAGEMENT-POLICY.pdf

20 Corporate Governance

As required by Regulation 27 of the Listing Regulation, a Report on Corporate Governance is appended along with a

Certificate of Compliance from the Auditors, forming part of this report. The Board of Directors of the Company adopted the Code of Conduct and the same is posted on the Company's website. The Directors and Senior Management personnel have affirmed their compliance with the said code.

21 Related Party Transactions

All contracts/arrangements/transactions entered by the Company during the Financial Year 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 contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link https://www.plastiblends.com/Upload/PolicyOtherDoc/ PBI-POLICY-ON-RELATED-PARTY-TRANSACTIONS.pdf. Your Directors draw attention of the Members to Notes on financial statement which sets out related party disclosures.

22 Auditors

Statutory Auditors

Under Section 139(2) of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of the two terms of five consecutive years and each such term would require approval of shareholders. In line with the requirements of the Companies Act, 2013, Statutory Auditor M/s Kirtane and Pandit LLP, Chartered Accountants (ICAI Firm Registration No. 105215W/W100057) were appointed as the Statutory Auditors of the Company at the 28^th AGM held on July 27^th, 2019 to hold office from the conclusion of the said meeting till the conclusion of the 33^rd AGM to be held in the year 2024. The term of office of M/s Kirtane and Pandit LLP, as Statutory Auditors of the Company will conclude from the close of the forthcoming AGM of the Company.

The Board of Directors of the Company, based on the recommendation of the audit committee, at its meeting held on May 2, 2024, reappointed M/s Kirtane and Pandit LLP, Chartered Accountants (ICAI Firm Registration No. 105215W/W100057) as the Statutory Auditors of the Company to hold office for a second term of five consecutive years from the conclusion of the 33rd AGM till the conclusion of 38th AGM to be held in the year 2029 and will be placed for the approval of the shareholders at the ensuing AGM.

The statutory auditors have confirmed that they satisfy the independence criteria required under the Companies

Act, 2013 and the Rules made thereunder. The Board recommends their reappointment to the shareholders. The notice convening the 33^rd AGM sets out the details.

The Statutory Auditors have issued an unmodified opinion the financial statements for the Financial Year 2023-24 and the Statutory Audit report forms the part of this Annual Report. The notes on financial statements referred to in the Auditors Report prepared are self-explanatory and do not call for any further comments.

Cost Auditor

In terms of section 148 of Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors of your Company has appointed M/s. Urvashi Kamal Mehta & Co, Cost Accountants as the Cost Auditor of your Company to conduct audit of Cost Accounting records for Financial Year 2024-25 on the recommendation made by the Audit Committee.

The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the Members at the ensuing Annual General Meeting would be 1,32,000/- (Rupees One Lakhs Thirty Two Thousand Only) excluding applicable statutory taxes, conveyance and out of pocket expenses, if any.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013, your company has appointed M/s Bhandari & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company for Financial Year 2024-25. The report in respect of the Secretarial Audit carried out by M/s. Bhandari & Associates, Company Secretaries, in Form MR-3 for the FY 2023-24 forms part of this report.

Internal Auditor

M/s Chhajed & Doshi, Chartered Accountants has been appointed as the Internal Auditors of the Company for the Financial Year 2024-25. Internal Auditors are appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The scope of the Internal Audit is approved by the Audit Committee.

23 Corporate Social Responsibility (CSR)

The Report on CSR activities as required under Companies (Corporate Social Responsibility) Rules, 2014, including a brief outline of the Company's CSR Policy, total amount to be spent under CSR for the Financial Year and amount spent is set out at CSR statement forming part of this report.

24 Web link Of Annual Return

Pursuant to the provisions of section 134(3)(a) of the Companies Act, 2013, web link of the Annual Return for the Financial Year ended 31^st March, 2024 made under the provisions of section 92(3) of the Act is placed at http://www. plastiblends.com/Financial-Results

25 Material Changes

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statement relate & the date of the report.

26 Particulars of Loans, Guarantees, Investments

The particulars of loans, guarantees and investments given/made during the Financial Year under review and governed by the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the financial statements.

27 Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings & Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, forms part of this report.

28 Deposits

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

29 Significant & Material Court Orders

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact of the going concern status and the Company's operations in future.

30 Disclosure Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company pursuant to the Section 4 of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 has constituted an Internal Complaints Committee. During the year, no complaint was lodged with the Internal Complaint Committee.

31 Particulars Of Employee And Related Disclosures

In terms of the provisions of Section 197 (12) of the Act read with Rules 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, a statement showing the details required thereinforms part of this report.

Details of employee remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule

5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is forming part of this report. Further, the report and account are being sent to the Members excluding aforementioned details. In terms of Section 136 of the Act, the said details are open for inspection at the registered office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

32 MD & CFO Certification

Certificate from Managing Director and Chief Financial Officer of the Company, pursuant to the Regulation 17 of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015, for the Financial Year 2023-24 under review was placed before the Board of Directors of the Company at its meeting held on May 2, 2024.

33 Secretarial Standard

The Company complies with all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013 for the Financial Year ended 31^st March, 2024.

34 Acknowledgement

Your Directors would like to express their appreciation for the assistance and co-operation received from the Shareholders, Bankers, Government Authorities, Export Promotion Council, Other Semi Government Authorities, Stock Exchanges, Customers, Dealers, Suppliers and Business Associates at all levels during the year under review. Your Directors also wish to place on record their appreciation for the committed services of the executives, staff and workers of the Company.