Plastiblends India Ltd

To

The Members of Plastiblends India Limited

Your Directors have pleasure in presenting the THIRTYFORTH ANNUAL REPORT and the Audited Financial Statements for the Financial Year ended 31^st March, 2025.

The Board of Directors are pleased to present the key highlights of the Company for the Financial Year 2024-25 are as under:-

• The revenue from operations was Rs.78,045 Lakhs for FY 2024-25, reflecting operational stability amidst challenging market dynamics.

• Despite continuous softness in demand throughout the year, slight improvement in margin was witnessed as the Company strategically moved towards more margin-accretive products, capturing additional market share, enhancing operational efficiency and maintaining prudent financial discipline. EBIDTA margin grew by 5 bps from 7.82 % in FY 23-24 to 7.87% in FY24-25.

• During the year, there were several silver linings in terms of new, innovative product development, regaining the market share in export market. The Company sustained a strong global presence with steady export performance and maintained continued focus on expanding its export markets.

• The economy navigated significant external challenges throughout the year, including heightened global trade tensions and ongoing weakness in domestic consumption, both of which impacted the overall performance and India's GDP growth.

• The slowdown in demand, especially in urban area, coupled with cutback by Government in CAPEX / Infrastructure spending after National & State elections in 2024, has impacted majority industries.

• With effective financial discipline, the Company has managed its working capital effectively and remains net cash surplus, having invested approximately Rs.3228 Lakhs in mutual funds as of 31^st March, 2025.

• All our manufacturing units are equipped with rooftop solar plants, underscoring our commitment to sustainability and reducing our environmental footprint. This initiative has enabled us to optimize energy consumption, lower operational costs, and contribute to clean energy practices across all facilities. Company is contemplating augmentation of solar capacity in future.

• Government initiatives like "Make in India", "Atmanirbhar Bharat", "Vocal for Local", "Smart City Plan" and "Har GharJal (Jal Jeevan Mission)" etc. are driving growth to India's masterbatch industry.

• In response to these challenges, the Company implemented a series of strategic initiatives designed to strengthen its market position, ensure sustainable growth and focus on better product mix for improving profitability in the future.

The Board of Directors have recommended a dividend of Rs.2.5 per share i.e. @ 50 % for the year ended 31^st March, 2025. with an objective to conserve liquidity to finance CAPEX plans and to face the uncertainties and other challenges posed by tariff wars and other geopolitical developments. The total outflow amounts to Rs.649.73 Lakhs. (Previous Year the Company has paid dividend of Rs.4.25 per share @ 85% and the total outflow was Rs.1104.54 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 formulated and 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/uploads/investors/files/dividend-distribution- policy_1711522597.pdf

The Board of Directors have decided to retain the entire amount of profits for F.Y 2024-25 in the Profit & Loss Account.

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 2016-17 has been transferred to the Investor Education and Protection Fund. In compliance with the applicable Rules and after complying with 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/unclaimed-dividend-and-unclaimed-shares

Shri Dharmendra Kantilal Gandhi, was appointed as an Independent Director Non-Executive on the Board w.e.f. July 1, 2024. With significant expertise, he has made valuable contributions to enhancing the company's governance and strategic direction.

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

Smt. Meena Shreenarayan Agrawal, was appointed as an Independent Director at the 29^th AGM of the Company held on 30^th September, 2020 for a term of 5 years. She is due for retirement from her first term as an Independent Director on 28^th June, 2025. She is eligible for re-appointment for another term of 5 (five) consecutive years subject to the approval of the Members by a special resolution. She has provided her consent for re-appointment and confirmed that she is not disqualified from being appointed as an Independent Director in terms of Section 164 of the Companies Act, 2013.Based on the performance evaluation, the Nomination and Remuneration Committee (NRC) and Board at their meetings held on 28^th April, 2025 has recommended her re-appointment as an Independent Director for a second term of 5 (five) consecutive years effective from 29^th June 2025 and shall not be liable to retire by rotation as provided under section 152(6) of the Companies Act, 2013.

The Board of Directors at the Board Meeting held on 28^th April, 2025 on recommendation of the Nomination & Remuneration Committee appointed Mr. Surendra Shriram Gupta as an Additional Director, designated as an Independent Director of the Company with effect from 28^th April, 2025 to hold office up to 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 Secretarial Standard on General Meetings (SS-2) forms part of the Notice calling the AGM.

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 Bajrang Lal Bagra Shri Rahul R. Rathi Smt Meena S. Agrawal Shri Dharmendra K. Gandhi

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.

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/uploads/investors/files/familiarisation- program-of-independent-directors_1741694213.pdf

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.

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

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 2025, 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 2025 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.

We are proud to announce that your company was conferred with the "Top Exporter of Masterbatches" award at the Plastic Export Promotion Council Awards ceremony held on June 7, 2024. This prestigious recognition was awarded in acknowledgment of our exceptional export achievements during FY 2021-22 and FY 2022-23, further underscoring our commitment to excellence in the industry.

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.

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/uploads/investors/files/nomination-and- remuneration-policy_1711522679.pdf

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.

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/uploads/investors/files/vigil-mechanism_1711522754.pdf

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.

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.

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.

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/uploads/investors/files/risk-management- policy_1711522544.pdf

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.

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/uploads/investors/files/policy-on- related-party-transactions_1714030889.pdf. Your Directors draw attention of the Members to Notes on financial statement which sets out related party disclosures.

M/s Kirtane and Pandit LLP, Chartered Accountants (ICAI Firm Registration No. 105215W/W100057) were appointed as the Statutory Auditors of the Company, to hold office for the second term of 5 (five) consecutive years from the conclusion of 33^rd AGM of the Company held on 30^th July, 2024 till the conclusion of 38^th AGM to be held in the year 2029 as required under Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

The Statutory Auditors have issued an unmodified opinion the financial statements for the Financial Year 2024-25 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.

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 2025-26 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 Rs.1,18,000/- (Rupees One Lakh Eighteen Thousand Only) excluding applicable statutory taxes, conveyance and out of pocket expenses, if any.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Pursuant to Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Audit Committee and the Board of Directors (the Board) of the Company have recommended the appointment of M/s Bhandari & Associates, Company Secretaries as the Secretarial Auditors of the Company for a period of 5 (five) consecutive years, to hold office from the conclusion of this 34^th AGM of the Company until the conclusion of 39^th AGM of the Company.

The Secretarial Auditors have confirmed that they satisfy the criteria as required under the Listing Regulations and the Companies Act, 2013 and the Rules made thereunder and that they are not disqualified to be the Secretarial Auditors of the Company.

The Board recommends their appointment to the shareholders. The notice convening the 34^th AGM of the Company read with the explanatory statement sets out the details.

The report in respect of the Secretarial Audit carried out by M/s. Bhandari & Associates, Company Secretaries, in Form MR-3 for the FY 2024-25 forms part of this report. As regards the observations made by the Secretarial Auditor in its report the Board of Directors have instructed the Company Secretary to complete the compliance requirements in timely manner.

M/s Chhajed & Doshi, Chartered Accountants has been appointed as the Internal Auditors of the Company for the Financial Year 2025-26. 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.

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.

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, 2025 made under the provisions of section 92(3) of the Act is placed at https://www.plastiblends.com/ annual-report

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.

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.

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.

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.

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.

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.

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 therein forms 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.

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 2024-25 under review was placed before the Board of Directors of the Company at its meeting held on 28^th April, 2025.

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, 2025.

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.