The Board of Directors ("Board") have pleasure to present the Sixth Annual Report of Ddev Plastiks Industries Limited ("the Company" or "DPIL") together with the Audited Statements of Accounts for the period commencing from 01.04.2025 to 31.03.2026 ("Financial Year ended 31.03.2026" or "Financial Year 2025-26" or "FY 2025-26").
In compliance with the applicable provisions of the Companies
Act, 2013 ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), including any statutory modification(s) or re-enactment(s) thereof, for time being in force, this report covers the financial results and other developments during the financial year ended 31st March 2026 and up to the date of the Board meeting held on 25th May 2026 to approve this report.
1. FINANCIAL RESULTS:
The performance of the company is summarized below:
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Particulars
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|
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(RS. IN LAKHS)
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| |
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2025-26
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2024-25
|
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Turnover
|
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2,94,787.27
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2,60,332.37
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|
Other Income
|
|
3,355.04
|
1,796.16
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Profit/(Loss) before tax
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27,363.36
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25,064.30
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Current Tax
|
|
6,729.47
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6,148.36
|
|
Deferred Tax
|
|
299.77
|
267.48
|
|
Tax for earlier years
|
|
152.49
|
98.77
|
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Profit/(loss) after tax
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20,181.63
|
18,549.69
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Balance brought forward
|
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73,288.37
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55,773.44
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Balance brought pursuant to scheme of arrangement
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-
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Adjustment relating to Fixed Assets
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-
|
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Equity Dividend
|
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(2,328.25)
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1,034.77
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Balance carried to Balance Sheet
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91,141.75
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73,228.37
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The Financial Statements for the financial year ended on 31st March, 2026 have been prepared in accordance with the Companies (Indian Accounting Standard) Rules, 2015, prescribed under Section 133 of the Act and other recognized accounting practices and policies to the extent applicable.
2. DIVIDEND:
The Board has adopted the Dividend Distribution Policy in line with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy, effective from 01.04.2024, is available under the head 'Policies' on the website of the company at https:// www.ddevgroup.in/company-charter.
The Board had, at its meeting held on 10th February, 2026, declared interim dividend of ' 0.50p (Fifty paise only) per fully paid up equity share of face value Re. 1/- (Rupees One only) each (i.e. @ 50%) to the shareholders as at 20th February, 2026, being the record date for the purpose. The Interim dividend was duly paid, after deduction of Tax Deducted at Source (TDS), as statutorily required, within the prescribed statutory timeline.
Considering the financial results and the performance of
the company during the year under review, your directors have pleasure in recommending final dividend of '1.25/- ( Rupees One and Twenty Five paise only) per fully paid equity share of face value Re. 1/- (Rupee One only) each) (i.e. @ 125%) to the equity shareholders of the Company, as on record date 19th September 2026, for the Financial Year ended 31st March 2026. This dividend would be payable subject to declaration by the shareholders at the ensuing Annual General Meeting ("AGM").
Pursuant to the provisions of the Income-tax Act, 1961, the dividend paid or distributed by a company shall be taxable in the hands of the shareholders. Accordingly, in compliance with the said provisions, your Company shall make the payment of the dividend after necessary deduction of tax at source at the prescribed rates,
wherever applicable. For the prescribed rates for various categories, the shareholders are requested to refer to the Income Tax Act, 1961 and amendments thereof.
The dividend payout during the year under review, being the final dividend @ 175% for the financial year 2024-25, as declared at AGM held on 22nd September, 2025 was ' 1,810.84 lacs. The dividend payout for the year under review is in accordance with your Company's vision to pay sustainable dividend linked to long-term growth
The Dividend payment history of the company is as follows:
objectives of your Company to be met by internal cash accruals.
The Register of Members and Share Transfer Books of the Company will remain closed for the purpose of payment of dividend for the financial year ended 31st March 2026 and the AGM. Book closure date has been indicated in the Notice convening AGM. The record date for considering the eligibility of members for dividend is also stated therein.
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Financial Year
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Type of Dividend
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Rate of Dividend
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Payout (' in Lacs)
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FY 2021-22
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Final
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24%
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225.77
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FY 2022-23
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Final
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100%
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1034.77
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FY 2023-24
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Interim
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50%
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517.38
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FY 2023-24
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Final
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100%
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1034.77
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FY 2024-25
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Final
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175%
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1810.84
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FY 2025-26
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Interim
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50%
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517.38
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FY 2025-26
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Final (Proposed)
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125%
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1293.46
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3. WORKING CAPITAL:
The Company continues to enjoy working capital facilities under multiple banking arrangements with various banks including State Bank of India (Lead Bank), Axis Bank Limited, Bank of Baroda, HDFC Bank Limited, RBL Bank Limited, The Federal Bank Limited and Union Bank Limited. The Company has been regular in servicing these debts.
4. CAPITAL EXPENDITURE:
During the financial year 2025-26, the Company incurred capital expenditure on account of addition to fixed assets aggregating to ' 8,539.08 lakhs (including capital work in¬ progress and capital advances)
Expansion of Installed Capacity:
The total installed capacity as at 31st March 2026 stood at 268400 Metric Tonne per Annum (MTPA). During the year under review, the Company added an aggregate of 35000 MTPA to its total installed capacity. The Company commissioned a new Polyvinyl Cholride ("PVC") facility with an installed capacity of 20,000 Metric Tonne (MT) in the Western Units of the Company. Additional capacity of 5,000 MT of Halogen Free Flame Retardant ("HFFR") was added in Western Units and 5,000 MT of PVC and XLPE added in the Eastern Region Units of the Company. Another capacity 48,000MT of Cross Linked Polyethylene ("XLPE") became operational from April 2026. Further in order to improve margins the company has been shifting capacities amongst its products.
5. CREDIT RATING:
The Credit rating of the company as at financial year ended 31st March 2026 was as under, as ascribed by CRISIL vide its letter dated 25.04.2025
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Total Bank Loan Facilities Rated
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' 759 Crores
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Long Term Rating
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CRISIL A/+ Stable
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Short Term Rating
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CRISIL A1+
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The Company's financial discipline and prudence is reflected in strong credit rating ascribed by CRISIL. The CRISIL credit rating details of the company are also available, for easy reference, on the website of the company under the head 'Credit Rating' at https://www. ddevgroup.in/financial-reporting and have also been submitted with the BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") and available on its website at https://www.bseindia.com/stock-share- price/ddev-plastiks-industries-ltd/ddevplastik/543547/ corp-announcements/ and https://www.nseindia.com/ get-quotes/equity?symbol=DDEVPLSTIK, respectively.
6. ECONOMIC OVERVIEW: ^
GLOBAL ECONOMY:
Review:
The global economy demonstrated resilience during 2025 despite persistent geopolitical tensions, evolving trade policies and continued macroeconomic uncertain ty. Inflation moderated across several advanced economies
as the impact of earlier monetary tightening gradually took effect, enabling some central banks to begin easing policy rates while others maintained a cautious stance. Global trade showed signs of recovery, supported by improving supply chain resilience and steady demand for manufactured goods, although growth remained uneven across regions.
Industrial activity continued to be influenced by elevated financing costs, geopolitical developments and volatility in energy and commodity markets. At the same time, investments in digitalisation, artificial intelligence, energy transition, semiconductor manufacturing and critical infrastructure supported industrial production and capital expenditure in several economies.
Outlook:
According to multilateral institutions, the global economy is expected to register moderate growth over the medium term, supported by easing inflation, gradual recovery in global trade and improving business investment. Emerging market economies are expected to continue outpacing advanced economies, driven by favourable demographics, infrastructure development and domestic consumption.
Nevertheless, the global outlook remains subject to risks arising from geopolitical conflicts, trade policy uncertainty, financial market volatility, supply chain disruptions and fluctuations in energy and commodity prices. Increasing protectionist measures and evolving environmental regulations are also expected to influence global investment and manufacturing decisions.
INDIAN ECONOMY:
Review:
India continued to consolidate its position as one of the world's fastest-growing major economies during FY 2025¬ 26, supported by resilient domestic demand, sustained public capital expenditure, stable macroeconomic fundamentals and continued policy emphasis on manufacturing and infrastructure development.
Government initiatives including the Production Linked Incentive (PLI) Scheme, PM Gati Shakti National Master Plan, National Logistics Policy and Make in India continued to strengthen the country's manufacturing ecosystem and improve competitiveness. Investments in roads, railways, ports, airports, power transmission, renewable energy and urban infrastructure supported industrial growth and employment generation.
The manufacturing sector benefited from increasing localisation, improving ease of doing business and
continued diversification of global supply chains. Growth in automotive, electrical equipment, consumer durables, electronics, renewable energy and construction sectors continued to support demand for value-added industrial materials.
Outlook:
India's medium-term economic outlook remains favourable, supported by robust domestic consumption, rising private investment, infrastructure-led public expenditure and continued policy reforms. The country's demographic advantage, expanding manufacturing base and improving logistics infrastructure are expected to strengthen its position as a preferred global manufacturing destination.
Continued investments in power transmission and distribution, renewable energy, railway electrification, metro rail projects, industrial corridors, data centres, telecommunications and urban infrastructure are expected to create sustained demand across the electrical, construction and industrial sectors. While external risks such as geopolitical developments, commodity price volatility and global trade uncertainties remain, India's strong domestic economic fundamentals are expected to support sustained long-term growth.
POLYMER COMPOUNDING INDUSTRY:
Review:
The polymer compounding industry continued to benefit from increasing demand for application- specific compounds across automotive, electrical and electronics, infrastructure, consumer appliances, packaging and industrial sectors. Customers increasingly preferred customised compounds offering enhanced mechanical performance, flame retardancy, thermal stability, processability and environmental compliance.
Sustainability continued to shape industry developments, with increasing focus on recyclable materials, circular economy initiatives, resource efficiency and development of compounds with lower environmental impact. At the same time, manufacturers continued to address challenges arising from fluctuations in crude oil- derived feedstock prices, competitive pricing pressures and evolving regulatory requirements.
Outlook:
The long-term outlook for the polymer compounding industry remains positive, supported by increasing industrialisation, urbanisation, electrification and infrastructure development across emerging economies.
Demand is expected to shift progressively towards higher-value engineering and specialty compounds that deliver improved safety, durability, energy efficiency and environmental performance. Growth in renewable energy, electric mobility, electrical equipment, telecommunications and smart infrastructure is expected to increase demand for advanced polymer compounds with specialised performance characteristics.
Manufacturers are expected to continue investing in product innovation, process automation, quality systems and sustainable manufacturing technologies to address changing customer requirements and strengthen their competitive position.
WIRE AND CABLE POLYMER COMPOUNDING INDUSTRY Review:
The wire and cable industry remained one of the largest end-use segments for specialty polymer compounds during FY 2025-26. Continued investments in power infrastructure, renewable energy, buildings, transportation and telecommunications supported demand for PVC, XLPE, polyethylene and specialty compounds used in cable insulation and sheathing applications.
Customers increasingly focused on compounds offering enhanced electrical performance, flame retardancy, thermal stability, weather resistance and compliance with increasingly stringent fire safety and environmental standards. Demand for Halogen-Free Flame Retardant (HFFR), Low Smoke Zero Halogen (LSZH) and other specialty compounds continued to grow across infrastructure, transportation, commercial buildings and industrial applications.
Outlook:
The outlook for the wire and cable polymer compounding industry remains encouraging, supported by India's long¬ term infrastructure development agenda and increasing investments in the power and electrical sectors.
Continued expansion of power generation, transmission and distribution networks, renewable energy projects, railway electrification, metro rail systems, data centres, telecommunications infrastructure, commercial construction and residential housing is expected to support sustained demand for high-performance cable compounds.
The transition towards safer and more sustainable cable systems is expected to accelerate the adoption of HFFR, cross-linkable polyethylene (XLPE) and other specialty compounds that offer superior fire performance, lower
smoke emission and enhanced durability. Increasing emphasis on quality, regulatory compliance and product reliability is expected to create opportunities for manufacturers with strong technical capabilities, application development expertise and consistent product quality.
While volatility in polymer prices, foreign exchange movements, competitive intensity and changing environmental regulations remain key industry challenges, the long-term fundamentals of the sector remain favourable. The Company's continued focus on innovation, customer collaboration, operational excellence and sustainable product development positions it well to capitalise on emerging opportunities in the evolving wire and cable industry.
1 International Monetary Fund (IMF) -World Economic Outlook, April 2026
2 Organisation for Economic Co-operation and Development (OECD)
3 Government of India, Ministry of Finance-Economic Survey 2025-26
4 CRISIL Intelligence (2025) - Indian Polymer Compounding Industry Report.
7. COMPANY'S OUTLOOK:
Looking ahead, the Company believes that the demand outlook for wire and cable polymer compounds will remain favourable over the medium to long term. Increasing investments in India's electrical infrastructure, renewable energy, electric mobility, telecommunications and data centre ecosystem are expected to support sustained growth in demand for advanced cable compounds. The Company remains focused on expanding its portfolio of high-performance PVC, XLPE, HFFR, and specialty compounds, strengthening customer partnerships and investing in technology and quality systems to address evolving market requirements while delivering sustainable value to stakeholders.
Your Company remains focused on strengthening its position in the high-value polymer compounding segment through continuous product innovation, customer-centric solutions, operational excellence and sustainable manufacturing practices. Investments in research and development, process optimisation, quality enhancement and capacity augmentation will continue to support the Company's long-term growth strategy. With a diversified customer base, strong technical capabilities and an expanding portfolio of value-added products, the Company is well positioned to capitalize on emerging opportunities while creating sustainable value for all stakeholders.
8. OPERATIONS AND STATE OF COMPANYS AFFAIRS:
During the period under review, the turnover of the Company stood at '2,94,787.27 lacs as against '2,60,332.37 lacs in financial year (FY) 2024-25 ("previous year"). The Revenue from Operations has increased by almost 13.24% while the increase in sales volume was registered at approximately 7% as compared to the previous year. The export revenue stood at ' 71,789 lacs during the financial year under review as against ' 55,090 lacs in the previous year. This represents a growth of approximately 30% driven primarily by 23% increase in volume to 53,905 MT, while elevated raw material prices contributed an additional 7% to the overall growth. The topline growth was growth supported by higher volumes and improving product mix; ongoing capex and capacity additions to drive stronger utilization and wider market reach. During the year the company also made investment in people, safety, brand and business growth opportunities. Profit before Tax increased by about 9.2% over the previous year to ' 27,363.36 lacs from ' 25,064.30 lacs. The Profit after tax as at 31st March 2026 stood at ' 20,181.63 lacs as against ' 18,549.69 lacs recording an increase of 8.8% from the previous year.
The improved performance was achieved despite global macroeconomic turbulence, geopolitical headwinds, and softer trade sentiment. On the operational front, the company scaled its installed capacity to 2,68,400 MTPA through strategic brownfield and greenfield investments. As stated above, it commissioned 48,000 MTPA of dedicated XLPE compound capacity, which became operational from April 2026, deepening its geographical footprint and further consolidated its position as India's largest listed Polymer Compound manufacturer - cementing the structural foundation upon which its next phase of growth is to be built. Despite significant geopolitical headwinds including the Israel-Iran conflict from late February, which disrupted export transit and caused sharp raw material volatility the company delivered 13% revenue growth and 30% export growth.
Your Company's performance has been discussed in detail in the Management Discussion and Analysis Report. Your Company does not have any subsidiary or associate or joint venture company as at the end of the financial year under review. However, your company is a subsidiary company of Bbigplas Poly Private Limited which holds approximately 74.99% of the share capital of the company as the close of Financial Year.
The Company is a leading manufacturer of polymer
compounds in India with a capacity of 268400 MT per annum as at 31st March 2026 having a diverse product portfolio consisting of PE compounds, PVC compounds, filled compounds, Master Batches, Footwear compounds, Pipe compounds, Peroxide compounds expanding to Engineering Plastic compounds for White compounds, automotive and electrical appliances. It has 5 (five) manufacturing units with state of art machinery, infrastructure, equipment, and Research and Development ('R&D') facilities. With plants located at both East and West coast of India, the company gains advantage of low freight costs. The in-house ability for designing and testing new compounds with large fully equipped labs and experienced and skilled team and strong R&D has resulted in large pipeline of new products under development based on the customer's feedback and requirements. The Multi location setup helps minimize the transportation cost by being closer to suppliers (ports) and customers and wide range of extruder capabilities provide flexibility to produce custom quantities for wide range of customers. The arrangements with most large suppliers and large sourcing quantities result in priority treatment from suppliers and cost effectiveness. Our excellent marketing team comprising of technically qualified and trained personnel focus on customizing products to suit customer processes and strong relationships with suppliers provide inputs for developing new product applications based on critical raw materials.
For further details refer to Management Discussion and Analysis, annexed to this report
9. FUTURE PROSPECTS:
Looking ahead, the company's ambitions are equally decisive as the ' 5,00,000 lacs revenue target from compounding business for FY 2030 looks well on track. Beyond the company's core business, it has made a bold and strategic foray into the Battery Energy Storage Systems (BESS) sector, a critical enabler of India's renewable energy transition, with plans to build 5 gigawatt (GW) of phased installed capacity, each gigawatt projected to contribute ' 80,000-90,000 lacs to the topline. Backed by a healthy Balance Sheet, disciplined capital allocation, and a committed capex of '17,500 lacs for FY 2026-27, the company is firmly positioned at a compelling inflection point where a proven core business meets a high growth new vertical, together driving long¬ term, sustainable value for all its stakeholders.
The major drivers of growth for company's core business are the rapid rates of urbanization and increasing population. The global construction industry can be classified majorly in three types namely residential,
commercial and infrastructural. The increasing rate of urbanization in the emerging markets such as China and India and the development of cities are the major drivers for growth of the infrastructural segment. The growing emphasis on sustainable and energy-efficient buildings has created additional demand for specialized wiring solutions. Therefore, the products used in construction are expected to be in high demand, including wire and cable compound products. The usage of wire and cable compounds in construction project is increasing at exponential rate due to their significant number of advantages and long-term cost implications. The rising demand from the construction industry due to the growing urbanization in numerous countries is estimated to bring considerable growth prospects for the wire and cable compounds market. The popular concept of smart city is also proving to be beneficial growth opportunity for the wire and cables compounds market. Furthermore, the characteristics of wire and cable compounds also make them a favorite among numerous applications. The deployment of smart grid infrastructure has emerged as a significant driver for the wire and cable market, supported by substantial government initiatives and investments.
The global wire and cable market was estimated at approximately US$268 billion in 2024 and is projected to grow at around 7% CAGR over the next decade, driven primarily by grid modernization and electrification trends. In India, the wire and cable market reached approximately US$21.2 billion in 2025 and is expected to grow at about 9% CAGR, supported by expansion in housing, renewable energy, transmission networks, railways, data centers and telecom infrastructure. Housing wires remained the largest segment, while fiber-optic cables are among the fastest-growing categories.
For the polymer compounding industry, the sector remained a key demand driver for PVC, XLPE, PE and HFFR compounds used in cable insulation and sheathing applications. Demand growth was particularly strong in higher-value, safety-focused products such as HFFR compounds, with specialty cable compounds growing faster than conventional PVC-based materials due to increasingly stringent fire-safety and performance standards.
Looking ahead, continued investments in renewable energy, power transmission, smart grids, electric mobility, and digital infrastructure are expected to sustain healthy demand for wire and cable compounds. The market outlook remains favorable for compounders with capabilities in value-added formulations, particularly
HFFR, and specialty XLPE compounds, which are expected to outperform commodity-grade materials
10. SHARE CAPITAL:
The Authorized Capital of the company stood at 15,00,00,000 (Rupees Fifteen Crores only) divided into 150000000 (Fifteen Crores) Equity Shares of Face Value of Re.1/- (Rupee One only) each.
The Issued and Paid Up Capital is ' 10,34,76,664 (Rupees Ten Crores Thirty Four Lakhs Seventy Six Thousand Six Hundred Sixty Four Only) divided into 103476664 (Ten Crores Thirty Four Lakhs Seventy Six Thousand Six Hundred Sixty Four) Equity Shares of Face Value of Re.1/- (Rupee One only) each.
11. SHAREHOLDING OF COMPANY:
(a) Buy Back of Shares: The Company has not bought back any of its securities during the period under review.
(b) Sweat Equity: The Company has not issued any Sweat Equity Shares during the period under review.
(c) Bonus Shares: The Company has not issued any Bonus Shares during the period under review.
(d) Employees Stock option plan: The Company has not provided any Stock Option Scheme to the employees.
12. TRANSFER TO RESERVES:
The Company proposes not to transfer any amount to Reserves.
13. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to provisions of Sections 124 and 125 of the Companies Act, 2013 read with Companies (Declaration and Payment of Dividend) Rules, 2014 and Investor Education and Protection Fund ("IEPF") (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") (including amendments from time to time), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF" or "Fund") established by the Central Government, after completion of 7 (seven) years from the date the dividend is transferred to unpaid/unclaimed account. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority
It may be noted that no amount is due to be transferred to IEPF Authority as on the date of this report, on account of unclaimed/unpaid dividend for 7 (seven) consecutive years, however, the Company urges all the shareholders
to encash/claim their respective dividend during the prescribed period.
Further, as per Hon'ble National Company Law Tribunal, Kolkata Bench ('NCLT') Order dated 04th March, 2022, approving the Scheme of Arrangement between Kkalpana Industries (India) Limited (KIIL) and the Company relating to demerger of compounding business of KIIL and vesting the same into the company ("Scheme of Arrangement") , it was required to allot shares to shareholders of KIIL as at 08.04.2022. Accordingly, in respect of shareholders of KIIL whose shares were lying in IEPF Account as on 08.04.2022, requisite shares of the company have been transferred to IEPF Account. Dividend payable on such shares have also been transferred to the IEPF Account. Consequently, bonus shares issued by the company against such shares transferred to IEPF and remaining in it as on record date for bonus issue has also been transferred to IEPF.
Shareholders/claimants whose shares or unclaimed dividend, have been transferred to the IEPF demat Account or the Fund, as the case may be, may claim the shares or apply for refund by approaching the Company/ Registrar and Share Transfer Agents of the Company ("RTA")- MUFG India Intime Private Limited for issue of Entitlement Letter along with all the required documents before making an application to the IEPF Authority in Form IEPF - 5 (available on https://www.iepf.gov.in or https://www.mca.gov.in/) along with requisite fee as decided by the IEPF Authority from time to time. The member/claimant can file only one consolidated claim in a financial year as per the IEPF Rules.
Details of shares/shareholders in respect of which dividend has not been claimed, are provided on website of the Company under the head "Dividend related information" at https://www.ddevgroup.in/investor- services. The shareholders are encouraged to verify their records and claim their dividends of all the earlier years, if not claimed. Details of Nodal Officer as well as IEPF Claim Link is available at https://www.ddevgroup.in/investor.
14. DEMATERIALISATION OF SHARES AND ESCROW ACCOUNT:
As at 31st March 2026, 100% of the shareholding of the company was held in dematerialized mode. However, since physical issue of shares was not permitted by the NCLT Order approving the Scheme of Arrangement and as per applicable statutory requirements, the shares to be issued to physical shareholders of Kkalpana Industries (India) Limited ("KIIL" or "Parent company") were transferred to Escrow Account and letters were issued to such holders to requesting them to update their demat
account details with the company/ RTA- MUFG Intime India Pvt. Ltd, (the current RTA pursuant to merger of CB Management Services Pvt. Ltd., the RTA existing at the that time) to enable transfer of related shares from the Escrow Account to such holders. Further, the bonus issue of shares against the shared already held in Escrow Account as at record date for the purpose were also credited to Escrow Account. During the year the company had received 33 requests aggregating to 20,135 equity shares to be transferred from Escrow Account to beneficiary accounts which were duly processed, in Lots. As at the date of report total 176 requests have been received for aggregate 1,40,160 equity shares which had been processed in 13 Lots. As on date of this report, 6,36,655 shares still lie in the Escrow Account.
It is requested that eligible shareholders (i.e. shareholders holding shares of KIIL in physical mode as at 08.04.2022 who are pending to update their demat details for receipt of shares of the company from escrow account) may update their demat details with the RTA and claim their shares of the company.
15. CHANGES IN NATURE OF BUSINESS, IF ANY:
There has been no change in the nature of business of the Company. Your Company continues to be one of the leading manufacturers of Polymer Compounds in the Country. However, during the year the company announced entering into a new vertical of business relating to Battery Energy Storage System ("BESS") in the Renewable Energy Sector targeting multi -phase BESS manufacturing serving utilities, commercial and industrial customers and residential sectors.
16. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments which could affect your Company's financial position have occurred between the end of the financial year and date of this report. The venturing into BESS venture has already been discussed in this report earlier which, with an initial investment of ' 15000-20000 lacs funded through internal accruals, is projected to contribute ' 80000 lacs to ' 90000 lacs to the company's topline
17. 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 automotive and footwear industries. Through R&D, it endeavors to increase production, lower cost of
production and lower wastage. The Company has in place a sound R&D infrastructure and team to cater to the changing market needs. The R&D team has enabled the company to achieve break-through in various applications and procedures which have enabled the achievement of the objectives of the company, development of new and improved products and applications.
Over the years, we have created a strong product portfolio, with focus on advanced R&D and relied on world-class know-how to build a futuristic organization. Our deep domain knowledge, coupled with an innate zeal to explore new frontiers of the carbon value chain while fostering novel approaches has kept us a step ahead of the competition. For us, innovation is a way of life, so we continue to build our innovative capabilities. Our commitment to deliver superior quality products enables us to consistently introduce value added products to our diverse portfolio. It also drives process enhancements that contribute to the development of quality products and helps us sustain cost leadership.
We are mindful of our responsibility to ensure the wellbeing of people as well as the planet. We inculcate sustainable practices to create holistic value for all our stakeholders, including employees, shareholders, suppliers, customers and the community at large. It, therefore, empowers us to fulfill our objectives towards society and the environment over the long-term. Looking ahead, we remain determined to identify new opportunities, explore broader applications and lead with the latest developments in the industry - to strengthen the foundation of the organization.
18. RISK AND CONCERNS:
Risk factor is ingratiated to all business activities of all companies, though in varying degrees and forms. As far as your company is concerned, it has an approved risk management policy by the Board of Directors. The company has also formulated Risk Management Committee on 08.04.2024. Risk evaluation and its management is ongoing process within your company and is periodically reviewed by the Audit Committee/ Board of Directors of your company. With the constitution of Risk Management Committee the risk assessment, evaluation, management and mitigation will be periodically reviewed by it.
The main risks of your company are as under:
Business risks
The Company faces intense competition from the unorganised sector and imports in the plastic compounds segment. Raw material prices also remain volatile,
making it difficult to accurately forecast near-term costs. To mitigate this risk, the Company closely monitors raw material prices across markets and sources materials at competitive rates from domestic or imported sources, as required.
Technology risks
Quality upgradation and product obsoletion risks are intertwined with your company's business management. However, the high standard of in-house research and development fortifies the technological risks to some extent.
Financial risks
The Company's policy is to actively manage its foreign exchange risk. The company actively manages the interest rate risk by adopting suitable strategies to minimize the impact of interest rate fluctuations, including maintaining optimal balance of different loan types and maturities.
Credit Risks
The Company sells their products by extending credit to customers, with the attendant risk of payment delays and defaults. To mitigate the risk, appropriate measures like periodic review and rigorous follow-up are put in place for timely collection of dues from the customer. Credit availability and exposure is another area of risk. However, all export sales of the Company are covered under the receivable insurance Policy which further mitigate the risk.
Liquidity Risks
The Company realizes that its ability to meet its obligations to its suppliers and others is linked to timely and regular collection of receivables and maintaining a healthy credit rating. Review of working capital constituents like inventory of raw materials, finished goods and receivables are done regularly by the respective Divisions and closely monitored by Corporate Finance.
Workplace Accident/ Incident risks
Every process-related activity has its inherent associated hazards which can affect plants or properties in terms of accidents/incidents at the workplace and the ill health of its employees. To address all of these risks coming from such hazards the company has set up risk assessments whereby it identifies the hazards, evaluates who may be harmed and takes necessary measures and proactive actions to mitigate the same. Regular maintenance and check ups are conducted to ensure safety measures.
Environmental Sustainability risks
The industry in which the Company operates bears the responsibility to improve environmental impact
management. Accidents involving chemicals put the environment, human health and safety at risk, as well as threaten business operations. In addition to following environmental standards, industry is also liable for adding value to society. The company adheres to all the essential environmental rules and regulations prescribed by the Government. Each facility has robust safety standards and systems in place to mitigate any potential risks. The Company also ensures careful disposal of hazardous waste by following the prescribed procedure/ guidelines/regulations. Additionally, the Company has made significant investments in green projects to create facilities for a sustainable future.
Dependency/ Economical risks
As the Company relies heavily on a few distinct industries, such as cable and power segments, any decline in these sectors would affect its margins and security. The demand for its products is primarily inelastic since these application sectors are vital to any economy. Despite this risk, the Company has a loyal client base for more than three decades. This long-standing partnership has helped mitigate the impact of this risk on the Company.
Market Presence and Reputational risks
The Company competes with other producers who manufacture similar goods both in India and abroad in a fiercely competitive market. Thus, the Company's market influence becomes significant when choosing a smart facility spot. The company has established 5 (five) state of art facilities across east and west India at
strategic locations which help in easy transportations, procurements and access to the markets. This has significantly enhanced the Company's reputation.
19. RISK MANAGEMENT POLICY:
Your company has an elaborate risk Management procedure and adopts 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 requirement of the Companies Act, 2013 the Company has developed and implemented the Risk Management Policy and the Audit Committee/ Risk Management 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 risk management framework. 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 Company's objective. This is further facilitated by 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/ Risk Management Committee and Board. The Risk Management Policy is available under the head 'Policies' on the website of the company athttps:// www.ddevgroup.in/companv-charter.
20. ADEQUACY OF 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 business of your Company. Your Company has laid down the set of standards, processes and structure which enables to implement internal financial control across the organization and ensure that the same are adequate and operating effectively. 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. We believe that these internal control systems provide, among other things, a reasonable assurance that transactions are executed with management authorization and that they are recorded in all material respects to permit preparation of financial statements in conformity with established accounting principles and that the assets of your Company are adequately safe guarded against significant misuse or loss.
An independent internal audit function is an important element of your Company's internal control system. The internal control system is supplemented through an extensive internal audit programme and periodic review by management and Audit Committee. The Internal Auditor and the Audit Committee review the Internal Financial Control system periodically. To maintain the objectivity and independence of Internal Audit, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the company, its compliance with the operating systems, accounting procedures and policies of the company. Based on the report of Internal Auditor, the process owners undertake corrective action in their respective areas and thereby strengthen the control. Significant audit observation and corrective actions thereon are presented to the Audit Committee of the Board.
During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
21. 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 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established vigil mechanism which also incorporates a whistle blower policy in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in order to provide a secure environment and to encourage employees to report unethical, unlawful, improper practice, acts or activities, actual or suspected fraud or violation of Company's Code of Conduct, 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. All cases, if any, registered under Whistle Blower Policy of your Company are reported to and are subject to review by the Audit Committee. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safeguards against victimization of Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers/ employees has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company under the head 'Policies' at https://www. ddevgroup.in/company-charter.
22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:
During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the company's operations.
23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
Pursuant to Section 186 of the Companies Act, 2013 and Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, disclosure on particulars relating to Loans, Guarantees and Investments are provided as part of the financial statements in Note No. 37.
The Company was accorded approval by members of the Company to give loans, guarantees and make investments not exceeding in aggregate ' 2000 crores which is in excess of 60% of the aggregate of its paid up share capital, free reserves and securities premium
account or 100% of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013 and as may be noted the company has ensured compliance to said limits and approval as accorded.
24. DEPOSITS:
Your Company has not accepted any deposits falling within the ambit of Section 73 and 74 of the Companies Act, 2013 ("the Act") read with Companies (Acceptance of Deposits) Rules, 2014 read with other provisions under Chapter V of the Act or any other applicable provisions read with relevant rules made thereunder (as amended and for the time being applicable) during the financial year and as such, no amount on account of principal or interest on deposits from public is outstanding as on 31st March 2025.
The Company has filed requisite return for financial year
2024- 25, as required, with respect to amount(s) not considered as deposits and the return for financial year
2025- 26 is not yet due as on date of this report and shall be filed timely by the company.
25. 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.
Pursuant to the provision of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo is provided in the prescribed format as an Annexure to the Report and marked as "Annexure 1".
26. POLICIES:
The Companies Act, 2013 ("the Act") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and various other statutes applicable to the Company, mandated the formulation of certain policies for listed companies. All applicable policies are available under the head 'Policies' on the Company's website at https://www.ddevgroup.in/ company-charter. The policies are reviewed periodically by the Board and Committees and updated, based on need and new compliance requirement and recommendation of related Committee/s.
27. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your Company comprises of Six (6) Directors of which Three (3) are Executive Directors and Three (3) are Non-Executive and Independent Directors as on 31st March, 2026.
In terms of the provision of Section 149 of the Companies Act, 2013 and Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Company shall have atleast one-Woman Director on the Board of the Company. Your Company has Mrs. Mamta Binani and Mrs. Ramya Hariharan as Directors on the Board of the Company, who is presently the Non-Executive Independent Director of your Company. Further, pursuant to Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 1000 listed entities shall have at least one independent woman director. Your Company is in compliance with the requirement.
Appointment/ Re-appointment/ Change in Designation
At the Annual General Meeting ("AGM") held on 22nd September 2025, Mr. Ddev Surana, Whole Time Director retired by rotation, pursuant to provisions of Section 152 of the Companies Act, 2013, however, being eligible, he was re-appointed at such meeting.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rajesh Kothari (DIN: 02168932), Whole Time Director of the Company, being eligible to retire by rotation and longest in the office of directors, retires by rotation at the forthcoming AGM and being eligible, has offered himself for re-appointment.
Based on performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board of Directors recommend his re-appointment as a Whole Time Director of the Company, whose office shall be liable to retire by rotation. The resolution for the re¬ appointment of Mr. Rajesh Kothari (DIN: 02168932) is being placed for the approval of the shareholders of the Company at the ensuing AGM.
The necessary disclosure about Director seeking appointment/ re-appointment required, pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard on General Meeting (SS- 2) issued by the Institute of Company Secretaries of India (ICSI), are provided as Annexure to the Notice of 06th AGM.
Key Managerial Personnel
The Board has the following as Key Managerial Personnel as at 31st March 2026:
Mr. Narrindra Suranna- Chairman and Managing Director
Mr. Rajesh Kothari-Whole Time Director
Mr. Ddev Surana -Whole Time Director and Chief Executive Officer
Mrs. Tanvi Goenka- Company Secretary and Compliance Officer
Mr. Arihant Bothra- Chief Financial Officer
During the year under review there has been no change in the Key Managerial Personnels of the Company.
Independent Directors
The following Independent Directors are on Board as at 31st March 2026:
Mr. Samir Kumar Dutta
Mrs. Ramya Hariharan
Mrs. Mamta Binani
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 have fulfilled the conditions as specified in SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and are independent of the management, possess requisite qualifications, experience, proficiency and expertise in the fields of finance, people management, strategy, auditing, tax and corporate advisory services, governance and they hold highest standards 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.
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 terms and conditions of the Independent Directors are incorporated under the head 'Terms of Appointment of Independent Director' on the website of the Company at https://www.ddevgroup.in/ company-charter.
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 2"
28. DECLARATION BY DIRECTORS:
All Independent Directors of the Company have given declarations under Section 149(7) of the Companies Act, 2013 ("the Act") that they meet the criteria of Independence, as laid down under Section 149(6) of the Act, read with Schedule IV to the Act and related rules thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and that they have also complied with the Code for Independent Directors prescribed under the said Schedule. 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 individually confirmed, pursuant to Circular No. LIST/COMP/14/2018-19 and Circular No. NSE/CML/2018/24 both dated 20.06.2018 issued by BSE Ltd ("BSE") and National Stock Exchange of India Limited ("NSE"), respectively, pertaining to enforcement of Securities and Exchange Board of India ("SEBI") Orders regarding appointment/ re-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 being appointed/ 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, pursuant to provisions of section 150 of the Act, read with Rule 6 of the Rules (as amended and applicable for the time being).
None of the Directors of the Company are disqualified from being appointed as Directors as specified under
Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Rules or are debarred or disqualified by the Securities and Exchange Board of India, Ministry of Corporate Affairs ("MCA") or any other such statutory authority.
All members of the Board and the Senior Management Personnel have affirmed compliance with the Code of Conduct for Board and Senior Management Personnel for the financial year 2025-26, details whereof have been disclosed in the Corporate Governance Report including the certificate issued by Chief Executive Officer confirming the same.
The Company had sought the following certificates from independent and reputed Practicing Company Secretaries, which is enclosed as Annexure 2, confirming that:
a. none of the Directors on the Board of the Company have been debarred or disqualified from being appointed and/or continuing as Directors by the SEBI/MCA or any other such statutory authority.
b. independence of the Directors of the Company in terms of the provisions of the Act, read with Schedule IV and Rules issued thereunder and the SEBI Listing Regulations.
29. BOARD MEMBERSHIP CRITERIA AND LIST OF CORE SKILLS/ EXPERTISE/ COMPETENCIES IDENTIFIED IN CONTEXT OF THE BUSINESS:
The Board of Directors is collectively responsible for selection of members on the Board. The Company follows defined criteria for identifying, screening, recruiting and recommending candidates for selection as Director on the Board. The criteria for appointments to the Board includes:
• composition of the Board, which is commensurate with the size of the Company, its portfolio, geographical spread and its status as a public 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 and the objectives and activities of the Company;
• professional qualifications, expertise and experience
in specific areas of relevance to 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 etc.
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 enterprises, leading well-governed organizations, with an understanding of organizational systems and strategic planning and risk management, understanding 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: -
|
Name of Director
|
Core Skill
|
|
Mr. Narrindra Suranna (DIN: 00060127)
|
Leadership Strategy and Planning Governance
Finance & Accounting Experience Sales and Marketing
|
|
Mr. Ddev Surana (DIN: 08357094)
|
Leadership Strategy and Planning
Understanding use of Digital/ Information Technology Sales and Marketing
|
|
Mr. Rajesh Kothari (DIN: 02168932)
|
Leadership
Strategy and Planning
Finance & Accounting Experience
Understanding use of Digital/ Information Technology
Sales and Marketing
|
|
Mr. Samir Kumar Dutta (DIN: 07824452)
|
Governance
Finance and Accounting Experience
|
|
Mrs. Mamta Binani (DIN: 00462925)
|
Strategy and Planning
Finance and Accounting Experience
Governance
Understanding use of Digital/ Information Technology
|
|
Mrs. Ramya Hariharan (DIN: 06928511)
|
Strategy and Planning Governance
Finance and Accounting Experience Understanding use of Digital/ Information Technology
|
30. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATION, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS AS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178 OF COMPANIES ACT 2013:
Your Company had devised a Policy on Director's Appointment and Remuneration including criteria for determining qualification, positive attributes, independence of the Board and other matters as provided under sub section 3 of Section 178 of the Companies Act, 2013. The policy, as adopted, was to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As of 31st March, 2026, the Board had 6 members, 3 of whom were executive and 3 were non-executive directors.
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, approve and recommend compensation packages and policies for Directors and Senior Managements, laying down the process for
effective manner of performance evaluation of Board, its Committees and the Directors and such other matters as provided under section 178(3) of the Companies Act, 2013 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 the Companies Act, 2013 is available on the company's website under the head 'Policies' athttps:// www.ddevgroup.in/companv-charter. The salient features of the Nomination and Remuneration Policy of the Company are outlined in the Corporate Governance Report forming part of this Annual Report.
Your Directors affirm that the remuneration paid / proposed to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company and in compliance with provisions of Section 197(1) of the Companies Act, 2013 read with Schedule V to the Companies Act, 2013 and Regulation 17(6)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per approvals accorded in this regard.
31. INTIMATION FROM DIRECTORS WITH RESPECT TO SECTION 164(2) AND RULE 14(1) OF COMPANIES (APPOINTMENT AND QUALIFICATION OF DIRECTORS) RULE, 2014:
The directors of your Company have given their written confirmation/declaration, in the prescribed form DIR- 8 stating that they are not disqualified from being appointed/ continuing as the Directors of the Company, which have been taken on record by the Board of Directors.
32. 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, domestic and global market and industry scenario, 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. The directors are also updated about the changes in statutes/ legislations and economic environment and other significant matters, if any, affecting the company, enabling them to take timely and informed decisions. It also keeps the Independent Directors informed of any sluggishness in finance/ liquidity problems, if any. Presentations and reports, as required, are made in Board/Committee meetings where directors also get opportunity to interact with senior management / managers and discuss matters or seek queries. The minutes of the board/committee meetings are also circulated to the Board for their perusal. The suggestions received from Independent Directors are taken note of and informed to the Chairman and Managing Director who takes suitable measures, if required, on the suggestions of the Independent Directors. The details of familiarization programme and attendance thereat is available on the website of the company under the head 'Policies' and under the tab 'Familiarization Programme Attendance', respectively at https://www.ddevgroup.in/ company-charter.
33. STATEMENT INDICATING THE MANNER OF FORMAL
ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:
The Board of Directors, upon recommendation of the Nomination and Remuneration Committee, have 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 inputs from all Committee members. 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) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the formal annual evaluation was also carried out for the Board's 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 of information or instructions and its 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 Chairman was evaluated on the key aspects of his role, his 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.
34. BOARD MEETINGS:
The Board held Six (6) Board Meetings during the financial year ended 31st March 2026, the details of which are given in the Corporate Governance Report which is annexed and forms part of this report. The intervening gap between two consecutive Board Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the Circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India, in this regard. During the year under review, the Board has accepted the recommendations of the Committees. Details of the Board Meeting have been
given in the Corporate Governance Report.
35. GENERAL MEETINGS:
The Fifth Annual General Meeting of the Company had been convened and duly held pursuant to Section 96 of the Companies Act, 2013 and rules made thereunder on 22nd September 2025.
No Extra Ordinary General Meeting was held during the period under review.
36. COMMITTEES OF THE BOARD AND ITS MEETINGS:
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
5. Risk Management Committee
The consolidated details of the Committees composition is given below. The details in respect to the Committee 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 Report.
|
Name of the Committee
|
Member Name
|
Chairman/Member
|
|
Audit Committee
|
Mr. Samir Kumar Dutta
|
Chairman
|
|
Mrs. Ramya Hariharan
|
Member
|
|
Mr. Rajesh Kothari
|
Member
|
|
Nomination and Remuneration Committee
|
Mr. Samir Kumar Dutta
|
Chairman
|
|
Mrs. Ramya Hariharan
|
Member
|
|
Mrs. Mamta Binani
|
Member
|
|
Stakeholders' Relationship Committee
|
Mr. Samir Kumar Dutta
|
Chairman
|
|
Mr. Ddev Surana
|
Member
|
|
Mr. Rajesh Kothari
|
Member
|
|
Corporate Social Responsibility Committee
|
Mr. Rajesh Kothari
|
Chairman
|
|
Mr. Narrindra Suranna
|
Member
|
|
Mr. Ddev Surana
|
Member
|
|
Mr. Samir Kumar Dutta
|
Member
|
|
Risk Management Committee
|
Mr. Rajesh Kothari
|
Chairman
|
|
Mr. Narrindra Suranna
|
Member
|
|
Mr. Ddev Surana
|
Member
|
|
Mr. Samir Kumar Dutta
|
Member
|
Pursuant to the National Financial Reporting Authority ("NFRA") Circular dated 7th January 2026, the Company established a Those Charged with Governance ("TCWG") forum comprising the members of the Audit Committee and the Executive Director.
The TCWG convened two meetings during the audit process: the first before the commencement of the audit and the second after its completion, to deliberate on the audit approach, key findings, observations, and any issues arising therefrom.
37. SEPARATE MEETING OF INDEPENDENT DIRECTORS:
The Independent Directors met on 10th February 2026, without the attendance of Non-Independent Directors and members of the Management. 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 its duties.
38. CODE OF CONDUCT FOR DIRECTOR, SENIOR MANAGEMENT PERSONNEL AND EMPLOYEES:
Your Company has adopted Code of Conduct ("the Code" or "CoC") for its Directors and Senior Management. In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all Directors and Senior Management Personnel have affirmed compliance, respectively, with the code. The Chief Executive Officer has also affirmed and certified the same, pursuant to 34(3) read with Part D of Schedule V to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on the basis of Certification received from Directors and Senior Managerial Personnel, in terms of Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which certification is provided in the Report on Corporate Governance. The Company also has in place the Human Resource (HR) Policy for its employees at all levels, prescribing the code of conduct for the employees of the company.
The Code of Conduct, in addition to other provisions, provides that the Directors are required to avoid any interest in contracts entered into by the Company. If such an interest exists, they are required to make adequate disclosure to the Board and to abstain from discussion, voting or otherwise influencing the decision on any matter in which the Director concerned has or may have such interest. The Code of Conduct also restricts Directors from accepting any gifts or incentives in their capacity as a Director of the Company, except what is duly authorized under the Company's Gift Policy. The Code of Conduct is available on the website of the company under the head 'Code of Conduct' at https://www.ddevgroup.in/ company-charter.
39. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors of the company hereby submit its responsibility Statement as under:
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 the Companies Act, 2013 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;
e) the directors had laid down internal financial controls to be allowed 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
40. CHANGE OF REGISTERED OFFICE:
There has been no change in the registered office of the Company during the period under review.
Pursuant to the provisions of Section 94 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 5(2) of the Companies (Management and Administration) Rules, 2014 and other relevant rules made thereunder (including any amendment thereto or enactment thereof for the time being in force), consent of the members of the Company was accorded, at its meeting held on 29th September, 2022, to keep, maintain and preserve the Register of Members, Index of Members, Registers required to be maintained under Section 88 of the Companies Act, 2013 and rules made thereunder, copies of all Annual Returns under Section 92 of the Companies Act, 2013 together with the copies of certificates and documents required to be annexed thereto or any other register/ documents
as may be required and permitted, at the office of the Registrar and Share Transfer Agent of the Company viz. MUFG Intime India Private Limited having Registered Office at C-101, 01st Floor, 247 Park, LBS Marg, Vikhroli (West), Mumbai- 400083 and its Kolkata Branch Office at Rasoi Court, 5th Floor, 20, Sir, R.N. Mukherjee Road, Kolkata - 70001. The Registers, Annual Returns and copies of permitted certificates and documents are kept and maintained at the RTA'a Kolkata office.
It is further brought to the attention of members that C B Management Services Private Limited had merged with MUFG Intime India Private Limited with effect from 08th May, 2026 in accordance with Order No. RD/WR/Sec.233/ MUFG/AC2438148/2026/226 dated 24th April, 2026, passed by Regional Director (WR)-I, Mumbai.
41. DETAILS OF SUBSIDIARY/ASSOCIATE & JOINT VENTURE COMPANIES:
The Company did not have any Subsidiary, Associate and/ or Joint Venture Companies during the financial year ended 31.03.2026. However, your company is a subsidiary of Bbigplas Poly Private Limited which holds 74.99% of the share capital of the company as at 31st March 2026.
42. RELATED PARTY TRANSACTIONS:
Your Company has adopted Policy on Related Party Transactions (RPTs) which is available on Company's website under the head 'Policies' at https://www. ddevgroup.in/company-charter. The Audit Committee reviews the Policy periodically and also reviews and approves all related party transactions, including RPTs for which Omnibus approval are accorded, to ensure that the same are in line with the provisions of applicable laws and the RPT Policy adopted by the company.
All RPT entered into by the company, during the year under review, were in ordinary course of business and at arm's length. Certain transactions, which were repetitive in nature, were approved through omnibus route. Further as per provisions of section 188 of the Companies Act, 2013 and Regulation 24 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of members is required for entering into related party transactions that are material, and/ or for any modification thereof. There were no material transactions entered into during the year under review and the proposed transactions for Financial year 2026¬ 27 were not material, hence the approval of members was not required to be sought for the same. The details of transactions entered during the period are available in Note No 41 to the Notes to Financials.
Since there were no material RPTs, the disclosed under section 134(3)(h) of the Companies Act, 2013, in Form AOC- 2 was not required It is further confirmed that there are
no material-related party transactions entered directly with the Promoters, Directors or any Key managerial Personnel, during the year under review, 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 in the financial year 2026-27, which shall be reviewed by the Audit Committee periodically. The Audit Committee and the Board at its respective meeting held on 10th February 2026 had granted Omnibus Approval for Related Party Transactions relating to Sales or supply of any goods or material, directly or through appointment of agent, Purchase or supply of any goods or material, directly or through appointment of agent and Other Income mainly in form of EPR credits and/or technical assistance to be entered with KIIL for an amount not exceeding ' 50 crores, ' 30 crores and ' 2 crores, respectively, which shall be reviewed by the Audit Committee and Board at its meetings.
During Financial Year 2025-26, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses, as applicable.
43. STATUTORY AUDITORS:
The Statutory Auditors of the Company, M/s. B. Mukherjee & Co. (FRN: 302096E), Chartered Accountants, Kolkata, were appointed as Statutory Auditors of the Company at the Annual General Meeting held on 08th November 2021, for a period of 5 (five) consecutive years from the conclusion of the said Annual General Meeting till the conclusion of sixth Annual General Meeting. Accordingly, the first term of 5 (five) years of their appointment expires at the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility and submitted the certificate, in writing, that they are not disqualified to hold office as the Statutory Auditor of the Company and have consented for being appointed as Statutory Auditors for a further period of 5 (five) consecutive years from the ensuing Annual General Meeting, pursuant to applicable provisions of Section 139 and 141 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014.
Fees paid to Statutory Auditors:
The total fee for all services paid by the Company to M/s. B. Mukherjee & Co. (FRN:302096E) Statutory Auditors, for the financial year 2025-26 are as follows:
|
Particulars
|
Amount (' in Lakhs)
|
|
Statutory Audit Fees
|
3.25
|
|
Particulars
|
Amount (' in Lakhs)
|
|
Tax Audit Fees
|
0.75
|
|
Certification Fees
|
1.25
|
|
Any other fees
|
0.00
|
|
Total
|
5.25
|
44. STATUTORY AUDITORS REPORT:
The report of the Auditors pertaining to the Accounts in respect of the Financial Year 2025-26 read with Notes on Accounts are self-explanatory and therefore, do not require any further clarification. There are no qualifications, reservations or adverse remarks made by the Auditors in its report pertaining to your company for the financial year ended 31st March 2026.
45. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143:
There were no frauds reported by the Auditors under Sub¬ Section (12) of Section 143 of the Companies Act, 2013 for the financial year ended 31st March 2026.
46. COST RECORDS AND COST AUDIT REPORT:
Maintenance of cost records and requirement of cost audit, as prescribed under the provisions of Section 148 (1) of the Companies Act, 2013 read with Rule 4 of Companies (Cost Records and Audit) Rules, 2014, were applicable to the Company for the financial year ended 31st March 2026.
The Board of Directors had appointed M/s D. Sabyasachi & Co. (Membership No. 000369), Cost Accountants, Kolkata, as the Cost Auditors of the Company for the financial year
2025- 26. *[The Cost Audit Report for the Financial Year (FY) 2025-26, as issued by them for the said FY does not contain any qualification, reservation, adverse remark or observation.]
*Inserted on 10.08.2026 as per discussion at Board Meeting held on said date
47. COST AUDITOR:
The maintenance of cost records and requirement of cost audit, as prescribed under the provisions of Section 148 (1) of the Companies Act, 2013 read with Rule 4 of Companies (Cost Records and Audit) Rules, 2014, is applicable to the Company for the financial year ended
2026- 2027. Accordingly, the Board of Directors had, on recommendation of the Audit Committee, at its meeting held on 25th May 2026, appointed M/s D. Sabyasachi & Co. (Membership No. 000369), Cost Accountants, Kolkata, as the Cost Auditors of the Company for the financial year 2026-27 at remuneration of ' 30,000/- plus taxes and
out-of-pocket expenses, subject to approval of members of the Company. The ratification of said remuneration is placed for consideration of members at the ensuing Annual General Meeting. Resolution and related details on the proposed ratification of remuneration payable to Cost Auditors is available in the Notice of 6th Annual General Meeting. M/s D. Sabyasachi & Co. have also 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.
48. SECRETARIAL AUDIT REPORT:
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the report of the Secretarial Auditor for the Financial Year 2025¬ 26 in Form MR-3 is annexed herewith as "Annexure 3" to this Report. The Board had appointed Mr. Ashok Kumar Daga (Membership No. FCS-2699, COP-2948), Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2025-26. The report, as issued by the Secretarial Auditor, is self-explanatory and does not call for any further comments and does not contain any qualification, reservation, adverse remark or observation.
49. SECRETARIAL AUDITOR:
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Secretarial Audit shall be applicable to the Company for the FY 2026-27. Further, in accordance with the amendments introduced vide SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 effective from 13th December 2024, the appointment of Mr. Ashok Kumar Daga (Membership No. FCS-2699, COP-2948), Practicing Company Secretary as the Secretarial Auditor of the Company was approved by the members of the company at the Annual General Meeting held on 22nd September 2026, for a term of of 5(five) years commencing from Financial Year 2025-26, at remuneration of ' at '45,000/- (Rupees Forty Five Thousand only), plus applicable taxes and reimbursement of actual travel and other out-of-pocket costs incurred in connection with the audit for the financial year 2025¬ 26 and at such fees, as may be decided by the Board of Directors in consultation with the Secretarial Auditor and being mutually agreed upon plus taxes as applicable and in addition to reimbursement of actual travel and out of
pocket expenses incurred incidental to their function for the remaining period of his appointment. Accordingly, the Board of Directors had, on recommendation of the Audit Committee, at its meeting held on 25th May 2026, considered and reviewed the eligibility of Mr. Daga to continue as Secretarial Auditor for FY 2026-27 at the same remuneration as considered in FY 2025-26, i.e. ' at '45,000/- (Rupees Forty-Five Thousand only), plus applicable taxes and reimbursement of actual travel and other out-of-pocket costs incurred in connection with the audit, being mutually agreed.
50. ANNUAL SECRETARIAL COMPLIANCE REPORT:
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 all applicable SEBI Regulations and circulars/ guidelines issued thereunder, consequent to which, the PCS shall submit a report to the listed entity. Further, Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 also prescribed the same. As stated above, the members of the company had appointed Mr. Ashok Kumar Daga (Membership No. FCS- 2699, COP-2948), Practicing Company Secretary, as the Secretarial Auditor of the company who was authorized to perform Annual Secretarial Compliance Audit of the Company for the period of his appointment. The Annual Secretarial Compliance Report issued by him is annexed as "Annexure 4" to this Report and it shall be submitted to the Stock Exchange as per the requirement of the said circular and Regulation. The report, as issued by Annual Secretarial Compliance Auditor, is self-explanatory and does not call for any further comments and does not contain any qualification, reservation, adverse remark or observation.
51. ANNUAL SECRETARIAL COMPLIANCE AUDITOR:
Pursuant to provisions of SEBI Circular No. CIR/CFD/ CMD1/27/2019 dated 08.02.2019 read with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company shall be required to submit to stock exchange the Annual Secretarial Compliance Report for the FY 2026-27. Further, in accordance with the recent amendments introduced vide SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 effective from 13th December 2024, such report shall be signed only by the Secretarial Auditor or by a Peer Reviewed Company Secretary satisfying the prescribed criteria stated therein. In view of the prescribed provisions and considering that Mr. Ashok Kumar Daga
(Membership No. FCS-2699, COP-2948), Practicing Company Secretary had been appointed by members of the company at the Annual General Meeting held on 22nd September 2025 for a term of 5 (five) consecutive years from FY 2025-26, the Board had, on recommendation of the Audit Committee, at its meeting held on 25th May
2026, considered and reviewed, his eligibility to continue as Secretarial Auditor for FY 2026-27 and thereby to undertake annual secretarial compliance audit.
52. INTERNAL AUDIT:
The provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, are applicable to the Company. Accordingly, the Board had appointed M/s B. Chakrabarti & Associates, Chartered Accountants, Kolkata (Firm Registration No. 305048E) as Internal Auditors for the Financial Year 2025¬ 26. The internal Auditors have submitted their report on a quarterly basis to the Audit Committee and Board and the same was reviewed by it. The suggestions, if any, by the Internal Auditor were suitably implemented/ directed to be implemented (incase of last quarter), during the year under review.
53. INTERNAL AUDITOR:
The provisions of Section 138 of the Companies Act,
2013 read with Rule 13 of Companies (Accounts) Rules,
2014 pertaining to Internal Audit shall be applicable on Company for the financial year ended 31st March
2027. The Board of Directors of your Company had, on recommendation of the Audit Committee, at its meeting held on 25th May 2026, appointed M/s B. Chakrabarti & Associates, Chartered Accountants, Kolkata (Firm Registration No. 305048E) as Internal Auditors for the Financial Year 2026-27, on recommendation of Audit Committee, who had submitted his consent and eligibility in this regard.
54. SECRETARIAL STANDARDS:
During the year under review, the Company had complied with the applicable clauses of Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and has devised proper systems to ensure compliance thereto.
55. 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 2025¬ 26, or ' 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 as required under 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 5"
56. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the annual return for the Financial Year 2025-26 is uploaded on the website of the Company under the head 'General Meeting' at https://www.ddevgroup.in/ corporate-announcement
57. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
Your Company firmly believes in providing a safe, supportive and friendly workplace environment - a
workplace where our values come to life through the supporting behaviors. Positive workplace environment and great employee experience are integral part of our culture. Your Company continues to take various measures to ensure a workplace free from discrimination and harassment based on gender.
Your Company educates its employees as to what may constitute sexual harassment and in the event of any occurrence of an incident constituting sexual harassment. Your Company has created the framework for individuals to seek recourse and redressal to instances of sexual harassment. Your Company has a Sexual Harassment Prevention and Grievance Handling at the Workplace Policy in place to provide clarity around the process to raise such a grievance and how the grievance will be investigated and resolved. 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. There are regular sessions offered to all employees to increase awareness on the topic and the Committee and other senior members undergo training session.
|
The following is the summary of Sexual Harassment complaints received and disposed off during the year under review
|
|
No. of Complaints at the beginning of the Financial Year (i.e. 01.04.2025) -
|
Nil
|
|
No. of Complaints received during the Financial Year (i.e. 2025-26) -
|
Nil
|
|
No. of Complaints disposed off during the Financial Year (i.e. 2025-26) -
|
Nil
|
|
No. of pending at the end of the Financial Year (i.e. 31.03.2026) -
|
Nil
|
|
No. of complaints received after the closure of Financial year till date of report -
|
Nil
|
|
No. of complaints disposed off after the closure of Financial year till date of report -
|
Nil
|
|
No. of pending complaints as on date of report -
|
Nil
|
|
No. of cases that were pending for more than 90 days at any time -
|
Nil
|
All employees (permanent, contractual, temporary and 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.
58. CORPORATE SOCIAL RESPONSIBILITY:
The Company strongly believes in collective and sustainable development. As part of society, it strongly follows the values of collective growth. We believe that we have a responsibility to bring enduring positive value to the communities we work with. Further, the provisions of Corporate Social Responsibility ("CSR") as prescribed in Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 ('the CSR Rules') are also applicable
to the Company for the financial year (FY) 2025-26. The company also has in place the CSR Policy, as adopted by the board and available on the website of the company under the head 'Policies' at https://www.ddevgroup.in/ company-charter and has also constituted Corporate Social Responsibility (CSR) Committee for regulating and monitoring the CSR Activities. During the FY 2025-26 the Company was required to expend ' 420.02 Lakhs towards identified CSR Activities as per the CSR Policy adopted by the Company, however the Company had spent ' 422.18
lakhs towards identified CSR activities as per the CSR Policy adopted by the Board. Therefore, the Company had spent excess amount of ' 2.16 lakhs, which the company proposes to set off with required CSR expenditure in the coming year, subject to compliance with Rule 7 of the CSR Rules. The requisite disclosures required to be made by the Company in respect to CSR is provided in this report and marked as "Annexure 6".
59. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:
During the financial year under review, the Company remained committed to strengthening support for women employees and ensured compliance with the applicable provisions of the Maternity Benefit Act, 1961/the Code on Social Security, 2020, supported by well-established policies, systems and processes for sustained adherence.
60. GREEN INITIATIVES:
As a responsible corporate citizen, the Company supports the 'Green Initiative' undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Notices, Annual Report, communications etc. to shareholders at their e-mail address registered with the Depository Participants ("DPs") and Registrar and Share Transfer Agent ("RTA"). To support the 'Green Initiative', shareholders 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.
Ministry of Corporate Affairs 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)/ Registrar and Share Transfer Agent (RTA), wherever applicable. In accordance with the MCA circulars read with Regulation 36(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company can send only electronic copies of notice of AGM and Annual Report on registered email addresses of the shareholders available with the company/RTA or the depositories. Hence physical circulation of notice of AGM and Annual Report is dispensed with as electronic circulation through E-mail shall suffice. However, for those shareholders whose e-mail ids are not available/ registered, a letter providing the web-link, including the exact path, where the detail of Annual Report is available, shall be sent to
such shareholders. In accordance with the MCA 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 accordance with provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) 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.
Your company has also taken various energy conservation measures to support the sustainable development and environment protection objectives of the Company. The company has installed rainwater harvesting facilities at its Units and solar panels at Surangi Unit of the Company to reduce carbon emissions. We have also taken the initiative to plant trees at our manufacturing units. Further details of energy conservation measures adopted by the company have been discussed in the Annexure 9 being the Business Responsibility and Sustainability Report ("BRSR") forming part of this report and also Annexure 1 containing the Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as per section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended 31st March, 2026.
61. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Your company has made requisite and relevant disclosures in the Management's Discussion and Analysis Report in accordance with provisions of Regulation 34(e) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, annexed herewith and marked as "Annexure 7". The Management's Discussion and Analysis forms an integral part of this report and gives details of the overview, industry structure and developments, different product groups of the Company, operational performance of its business segments etc.
62. REPORT ON CORPORATE GOEVERNANCE:
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 31st March 2026, 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 is annexed to this Report and marked as "Annexure 8". The requisite Certificate from the Statutory Auditors of the Company confirming compliance with the conditions of
Corporate Governance forms part of the report.
63. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
In Compliance with Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top one thousand listed entities based on market capitalization, are required to prepare a Business Responsibility and Sustainability Report on the environmental, social and governance disclosures. The company has from last two financial years disclosed the same on a voluntary basis. Although the reporting was not applicable to the company during the prior period (i.e. last two financial years), the company had voluntarily, in view of better corporate governance principles, submitted the same. During the financial year under review, the company availed professional services for gap assessment in the policies and procedures adopted by the company in order to streamline the same with BRSR/ Environment Social and Governance ("ESG") requirements and standards. The third Business Responsibility and Sustainability Report of the Company ("BRSR") for the financial year 2025-26 in the specified format forms part of this Board of Director's Report and is marked as "Annexure-9"
64. HUMAN RESOUCE 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.
65. GENERAL DISCLOSURES:
Your Directors state that no disclosure or reporting is required in respect of the following items:
1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise since no such issue was made during the year under review
2. Your Company does not have any subsidiaries. Hence, neither the Managing Director nor the Whole-Time Directors of your Company received any remuneration or commission during the year, from any of its subsidiaries
3. Since the company does not have any subsidiary/ associate and/or joint venture therefore reporting of its performance is not applicable.
4. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable since the company has not entered into any such arrangement.
5. No disclosure with respect to the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 ("IBC") during the year along with their status as at the end of the financial year is required since no application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the Company itself under the IBC before the National Company Law Tribunal.
66. ACKNOWLEDGEMENT:
Your Directors takes this opportunity to thank the Financial Institutions, Banks, Central and State Government authorities, Regulatory authorities, Stock Exchange and all the various stakeholders for their continued support, co-operation to the Company and look forward for their continued support in coming years.
The Board wishes to place on record its sincere appreciation of the efforts put in by your Company's employees and workers at all level for their enormous efforts as well as their collective contribution to the Company's performance and encouraging results. The Board also wishes to thank the shareholders, distributors, vendors, customers and all other business associates for their support during the year
For Ddev Plastiks Industries Limited
Date: 25.05.2026 Narrindra Suranna (DIN: 00060127)
Place: Kolkata Chairman and Managing Director
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