TPL Plastech Ltd

To the Members of TPL Plastech Limited

Your Directors present the 31^st Annual Report along with the Audited Financial Statements for the financial year ended 31^st March, 2024. FINANCIAL HIGHLIGHTS

Your Company's financial performance for the year ended 31^st March, 2024 is summarized below:

Net Revenue from operations for the consolidated entity increased to ' 31,290.58 Lakhs as against ' 27,059.23 Lakhs in the previous year higher by 15.64%. The Net Profit stood at ' 1,984.79 Lakhs as compared to the previous year ' 1,603.42 Lakhs, higher by 23.78%.

Net Revenue from operations for the consolidated entity increased to ' 31,290.58 Lakhs as against ' 27,059.23 Lakhs in the previous year higher by 15.64%. The Net Profit stood at ' 1,984.83 Lakhs as compared to the previous year ' 1,603.42 Lakhs, higher by 23.79%.

Your Directors are pleased to recommend a dividend of ' 0.80/- (Rupees Eighty Paise only) per equity share (40%) having face value of ' 2/- each, for the year ended 31^st March, 2024. The said dividend payout will absorb an amount of ' 624.02 Lakhs.

Your Directors have decided to transfer ' 198.47 Lakhs to General Reserve as at 31^st March 2024.

The paid up Equity Share Capital of the Company as on 31^st March, 2024 is ' 15,60,06,000/- (Rupees Fifteen Crores Sixty lakh and Six Thousand only) comprising of 7,80,03,000 (Seven Crore Eighty Lakh and Three Thousand) Equity Shares of ' 2/- each.

During the year under review, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity.

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

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

b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are

reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

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

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

During the review period, Prokube Containers Private Limited has been incorporated on October 13, 2023, as a wholly owned subsidiary of the Company. The Company does not have any associate or joint venture companies, nor does it have any material subsidiaries.

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

During the financial year under review, all Related Party Transactions were conducted on an arm's length basis and in the ordinary course of business, in compliance with the applicable provisions of the Act and the Listing Regulations.

On September 21, 2023, at the Annual General Meeting (AGM) of the Company, shareholders approved related party transactions with Time Technoplast Limited, seffing a limit of ' 50 Crores for transactions involving the purchase and sale of Intermediate Bulk Containers (IBCs), raw material components, plastic accessories, inner containers, and other related business activities for the financial year 20232024.

Given the anticipated increase in these transactions, the Company sought shareholder approval to raise the limit from ' 50 Crores to ' 150 Crores. This request was put to a Postal Ballot, and the increased limit was approved by shareholders on March 16, 2024.

During FY 2023-24, Audit Committee has reviewed on quarterly basis, the related party transactions of the Company vis-a-vis the omnibus approval(s) accorded by Audit Committee.

Details of these transactions, as required to be provided under section 134(3)(h) of the Companies Act, 2013 are disclosed in Form AOC-2, appended as 'Annexure - A' and forms part of this Annual Report.

The Company has adopted a Policy for dealing with Related Party Transactions. The Policy as approved by the Board is available at www.tplplastech.in.

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

The Board of Directors, upon the recommendation of the Nomination and Remuneration Committee, has recommended appointment of Mr. M. K. Wadhwa (DIN: 00064148) and Mr. Sanjaya Kulkarni (DIN: 00102575) as Non-Executive Non-Independent Directors on the Board of the Company, liable to retire by rotation, to the members at the ensuing Annual General Meeting.

The relevant details including profiles of these directors are included separately in the notes to the notice of AGM.

Re-appointments

Mr. Mangesh Sarfare (DIN:07793543), Director retire by rotation, and being eligible, has offered himself for re-appointment at the 31^st AGM.

The Board recommends re-appointment of Mr. Mangesh Sarfare for the consideration of the Members of the Company at the ensuing AGM.

The relevant details including profile of Mr. Mangesh Sarfare is included separately in the notes to the notice of AGM.

DECLARATION BY INDEPENDENT DIRECTORS

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

The Independent Directors have confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

NOMINATION AND REMUNERATION POLICY

The Company has in place a policy for appointment & remuneration of Directors and Key Managerial Personnel, encompassing the criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act, and Part D of Schedule II of the Listing Regulations. The above policy along with the criteria for selection is available on the Company's website at www.tplplastech.in

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 2015 the Board of Directors has undertaken an annual evaluation of its own performance, its various Committees and individual directors. The manner in which the performance evaluation has been carried out has been given in detail in the Corporate Governance Report, annexed to this Report.

The Board of Directors has expressed its satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met four (4) times during the previous financial year on 26^th May, 2023, 08^th August, 2023, 08^th November, 2023 and 09^th February, 2024. The particulars of attendance of the Directors at the said meetings are detailed in the Corporate Governance Report of the Company, which forms a part of this Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

BOARD COMMITTEES

In terms of the requirements of the SEBI Listing Regulations, the Board has constituted Audit Committee, Stakeholders' Relationship Committee, Nomination & Remuneration Committee and Corporate Social Responsibility Committee. Details of each of these committees outlining their composition, terms of reference and meetings held during FY 2023-24, are outlined in the Corporate Governance Report forming part of this Report.

During FY 2023-24, recommendations made by the Committees to the Board of Directors were accepted by the Board, after due deliberations.

AUDITORS

STATUTORY AUDITOR

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

The reports issued by the Statutory Auditor on the standalone and consolidated financial statements of the Company for the year ended March 31, 2024 do not contain any qualification, observation or comment or remark(s) which have adverse effect on the functioning of the

Company and therefore, do not call for any comments from Directors. Further, the Statutory Auditor has not reported any fraud as specified under Section 143(12) of the Act.

In accordance to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Arun Dash & Associates, Practicing Company Secretaries (Membership No. F9765 & C P No. 9309) to conduct Secretarial Audit for the Financial Year 2023 - 24.

The Report of the Secretarial Auditor in prescribed Form No. MR - 3 is annexed hereto as 'Annexure - B'. The said Report does not contain any qualification, reservation or adverse remark.

The Annual Return of the Company for the financial year ended 31^st March, 2024 in form MGT-7 as required under Sec. 92(3) of the Companies Act, 2013 is available on the Company's website and can be accessed at www.tplplastech.in

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

1) Mr. Sanjaya Kulkarni, Chairman and Non-Executive Independent Director

2) Mr. M. K. Wadhwa, Member and Non-Executive Independent Director

3) Mr. Deepak Bakhshi, Member and Non-Executive Independent Director

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

All the recommendations made by the Audit Committee were deliberated and accepted by the Board during FY 2023-24.

In line with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a CSR Committee and adopted a CSR Policy based on the recommendation of the CSR Committee. The CSR Policy of the Company is available on the Company website at www.tplplastech.in

The CSR projects of the Company are mainly focused in the areas of promotion of education & skill development, medical support and healthcare.

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

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

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

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

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

The Company did not invite or accept deposits covered under Chapter V of the Companies Act, 2013 and there are no deposits outstanding with the Company.

A detailed review of operations, performance and future outlook of the Company and its businesses are given in the Management Discussion and Analysis Report, and forms part of this Report.

The Report on Corporate Governance and the Certificate of the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Para C of Schedule V of the Listing Regulations, 2015, are enclosed as a separate section and forms part of this Report. A declaration signed by the CFO/CEO in regard to compliance with the Code of Conduct by the members of the Board and Senior Management Personnel also forms part of this Report.

Your Company has over the years established a reputation for conducting business with integrity and displays zero tolerance for any unethical behavior. The Company has in place a Vigil Mechanism/Whistle-Blower Policy with a view to provide a mechanism for its directors/employees to approach the Chairman of the Audit Committee, in case of any grievances or concern. The Audit Committee of the Board oversees the functioning of this policy. Protected disclosures can be made by a whistleblower through several channels to report actual or suspected frauds and violation of Company's Code of Conduct and/or Ethics Policy. The Vigil Mechanism/Whistle-Blower Policy can be accessed on the Company's website at www.tplplastech.in

During the year the Company has not received any complaint under Vigil Mechanism/ Whistle Blower.

The Company is an equal opportunity provider and continuously strives to build a work culture which promotes the respect and dignity of all employees across the organization. In order to provide women employees a safe working environment at workplace and also in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated a well-defined policy on prevention, prohibition and redressal of complaints relating to sexual harassment of women at workplace.

All women who are associated with the Company either as permanent employees or temporary employees or contractual persons including service providers at Company sites are covered under the above policy. The said policy has been uploaded on the website of Company for information of all employees. Your Company has zero tolerance sexual harassment policy at workplace. As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made thereunder, the Company has constituted Internal Complaints Committees (ICC). The Company conducts awareness programs at its units to sensitize the employees to uphold the dignity of their female colleagues at workplace. During the year, the Company has not received any complaint under POSH Regulations.

The Audit Committee has been entrusted with the responsibility to assist the Board in approving the Company's Risk Management Framework and Overseeing all the risks that the organization faces such as strategic, financial, liquidity, security, regulatory, legal, reputational and other risks that have been identified and assessed to ensure that there is a sound Risk Management Policy in place to address such concerns/risks. The Risk Management process covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlight risks associated with chosen strategies.

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

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

As required under Section 124 of the Act, the Unclaimed Dividend amount aggregating to ' 917,542.50/- lying with the Company for a period of seven years were transferred during the year 2023-24, to the Investor Education and Protection Fund (IEPF) established by the Central Government.

As required under Section 124 of the Act, 131,260 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the Financial Year 2023-24. Details of shares transferred to IEPF have been uploaded on the Website of IEPF as well as the Company.

There has been no material change and commitment, affecting the financial performance of the Company which occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.

The Directors have laid down internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically.

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

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

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

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

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

a. There was no revision of financial statements and Board's Report of the Company during the year under review;

b. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;

c. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

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

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