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DDEV PLASTIKS INDUSTRIES LTD.

10 October 2025 | 11:34

Industry >> Plastics - Plastic & Plastic Products

Select Another Company

ISIN No INE0HR601026 BSE Code / NSE Code 543547 / DDEVPLSTIK Book Value (Rs.) 71.19 Face Value 1.00
Bookclosure 15/09/2025 52Week High 360 EPS 17.93 P/E 17.73
Market Cap. 3289.12 Cr. 52Week Low 213 P/BV / Div Yield (%) 4.46 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

The Board of Directors ("Board") have pleasure to present the Fifth Annual Report of Ddev Plastiks Industries Limited ("the Company" or
"DPIL") together with the Audited Statements of Accounts for the period commencing from 01.04.2024 to 31.03.2025 ("Financial Year ended
31.03.2025" or "Financial Year 2024-25" or "FY 2024-25").

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¬
enactments) thereof, for time being in force, this report covers the financial results and other developments during the financial year ended
31st March 2025 and up to the date of the Board meeting held on 15th May 2025 to approve this report.

1. FINANCIAL RESULTS:

The performance of the company is summarized below:

Particulars

2024-25

2023-24

Turnover

2,60,332.37

2,43,124.37

Other Income

1,796.16

2,367.92

Profit/(Loss) before tax

25,064.30

24,465.62

Current Tax

6,148.36

6,321.89

Deferred Tax

267.48

(119.08)

Tax for earlier years

98.77

95.87

Profit/(loss) after tax

18,549.69

18,166.94

Balance brought forward

55773.44

39,158.65

Balance brought pursuant to scheme of arrangement

-

-

Adjustment relating to Fixed Assets

-

-

Equity Dividend

1,034.77

1,552.15

Balance carried to Balance Sheet

73,228.37

55,773.44

The Financial Statements for the financial year ended on
31st March, 2025 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.

Considering the financial results and the performance of the
company during the year under review, your directors have
pleasure in recommending final dividend of Rs. 1.75/- (Rupees
One and Seventy Five paise only) per fully paid equity share
of face value Re. 1/- (Rupee One only) each) (i.e. @ 175%) to
the equity shareholders of the Company, as on record date 15th
September 2025, for the Financial Year ended 31st March 2025.
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 @ 100% for the financial year 2023-24, as declared
at AGM held on 28th September, 2024 was H 1,034.77 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 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 2025 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.

The Dividend payment history of the company is as follows:

Financial Year

Type of Dividend

Rate of Dividend

Payout (Rs. in Lacs)

FY 2021-22

Final

24%

225.77

FY 2022-23

Final

100%

1034.77

FY 2023-24

Interim

50%

517.38

FY 2023-24

Final

100%

1034.77

FY 2024-25

Final (Proposed)

175%

1810.84

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 2024-25, the Company incurred
capital expenditure on account of addition to fixed assets
aggregating to Rs. 7,327.24 lakhs (including capital work in¬
progress and capital advances)

Expansion of Installed Capacity:

The total installed capacity as at 31st March 2025 stood at
233400 MTPA. During the year under review, the Company
added 3000 MTPA of HFFR Capacity and in order to meet the
required demand and improve margins it has been shifting
capacities amongst its products.

5. CREDIT RATING:

The Credit rating of the company as at financial year ended 31st
March 2025 was as under, as ascribed by CRISIL vide its letter
dated 28.03.2024

Total Bank Loan Facilities Rated

H 759 Crores

Long Term Rating

CRISIL A/ Positive

Short Term Rating

CRISIL A1

However, the same was revised vide CRISIL's letter dated
25.04.2025 as under

Total Bank Loan Facilities Rated

H 759 Crores

Long Term Rating

CRISIL A / Stable

Short Term Rating

CRISIL A1

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=DDFVPISTIK, respectively.

6. ECONOMIC OVERVIEW:

GLOBAL ECONOMY & OUTLOOK: 1 2

After enduring a prolonged and unprecedented series of
shocks, the global economy appeared to have stabilized, with

steady yet underwhelming growth rates. It remained resilient
this year, despite differences in the strength of activity across
countries and sectors. Inflation has continued to moderate and
headline inflation is now back to central bank targets in most
economies. Labour market tightness has also eased, although
unemployment rates generally remain at or near historical
lows. Strong nominal wage gains and continued disinflation
have bolstered real household incomes. However, private
consumption growth remains subdued in most countries,
reflecting weak consumer confidence.

However, keeping in view that the governments around
the world reorder policy priorities. uncertainties have
peaked. Risks are casting a shadow over what is otherwise a
relatively benign central projection. Key risks pertain to the
intensification of geopolitical tensions, inflation turning out
more persistent than anticipated and a sharp repricing of risk
in financial markets.

According to the International Monetary Fund (IMF), global
growth is projected at 3.3% in both 2025 and 2026, which is
below the historical average of 3.7%. Inflation is expected
to decline, but key risks pertain to the intensification of
geopolitical tensions, inflation turning out more persistent
than anticipated, a sharp repricing of risk in financial markets
and policy shifts. Divergent and swiftly changing policy
positions or deteriorating sentiment could lead to even tighter
global financial conditions. Looming trade war and heightened
trade policy uncertainty may further hinder both short-term
and long-term growth prospects. Scaling back international
cooperation could jeopardize progress toward a more resilient
global economy.

Looking ahead at 2025

An intensification of the ongoing conflicts in the Middle
East could disrupt energy markets and hit confidence and
growth. Rising trade tensions might risk hampering trade
growth. Adverse surprises related to growth prospects, or
the path of disinflation could trigger disruptive corrections
in financial markets. Growth could also surprise on the
upside. Improvements in consumer confidence, for example
if purchasing power recovers quicker than anticipated, could
boost spending. An early resolution to major geopolitical
conflicts could also improve sentiment, and lower energy
prices. The global economic outlook for 2025 is uncertain and
turbulent, with growth projections revised downward due to
rising trade tensions and policy shifts. The IMF now forecasts
global GDP growth at 2.8% in 2025 and 3.0% in 2026, marking
a significant reduction from earlier estimates. Over 2025-26,
decelerating growth in the United States and China is expected
to be offset by firming growth elsewhere, including in many
emerging markets and developing economies. Overall, the
global economy is projected to expand at a slower pace
compared to the pre-pandemic decade.

INDIAN ECONOMY AND OUTLOOK: 3

In an era marked by escalating global trade tensions and
persistent geopolitical uncertainties, the Indian economy
has demonstrated remarkable resilience and robust growth.
The above findings are from Reserve Bank of India's March
2025 bulletin which highlights the state of the economy in
the country. While global economic uncertainties persist,
India's economy shows strong growth, supported by robust
consumption and government spending. Inflation has
moderated, and policy measures have helped stabilize market
liquidity. However, foreign portfolio outflows and currency
depreciation remain key risks.

India has emerged as the fastest-growing major economy,
currently ranked 4th globally, with a projected growth rate of
6.2% in 2025. Some of the key highlights worth noting are:

• GDP Growth: India's real GDP growth is estimated at 6.4%
in FY25, with projections between 6.3% and 6.8% in FY26.

• Inflation: Retail headline inflation softened to 4.9% in
April-December 2024, with the RBI and IMF projecting
inflation to align with the 4% target in FY26.

• Exports & Trade: India's services exports surged by
12.8% during April-November, while overall exports
grew by 6% year-on-year.

• Foreign Exchange Reserves: Forex reserves stood at
$640.3 billion, covering 10.9 months of imports and 90%
of external debt.

• Banking & Financial Stability: Gross NPAs of scheduled
commercial banks declined to a 12-year low of 2.6%,
reflecting improved financial health.

• Infrastructure & Investment: Capital expenditure on key
infrastructure sectors grew at 38.8% from FY20 to FY24,
with ^50,000 crore allocated for MSME equity funding.

• Stock Market: India's BSE stock market capitalization
to GDP ratio stood at 136%, far higher than China (65%)
and Brazil (37%).

One can therefore opine, that India continues to be a global
economic powerhouse, with a focus on structural reforms,
digital expansion, and financial stability.

Looking ahead at 2025

India, which is anticipated to surpass Germany and Japan
to become the third-largest economy by 2030, has seen its
economic growth forecast revised down from 6.5% to 6.2% for
2025 and from 6.3% to 6.2% for 2026, as reported in the April
2025 edition of the IMF's World Economic Outlook.

Presently positioned as the fourth-largest economy globally,
on par with Japan, the IMF forecasts India to be the fastest-

growing major economy over the next two years, maintaining
a significant advantage over both global and regional
competitors despite the adjustment in growth projections. The
Reserve Bank of India's estimates suggested that the real GDP
growth for the fiscal year 2025-26 is now projected at 6.5%,
down from the previously expected 6.7%.

India is set to dominate the global economic landscape,
maintaining its status as the fastest-growing large economy for
the next two fiscal years. The January 2025 edition of the World
Bank's Global Economic Prospects (GEP) report projects India's
economy to grow at a steady rate of 6.7% in both FY26 and
FY27, significantly outpacing global and regional peers. At a
time when global growth is expected to remain at 2.7 per cent
in 2025-26, this remarkable performance underscores India's
resilience and its growing significance in shaping the world's
economic trajectory

Complementing the World Bank report, the latest update
from the International Monetary Fund's (IMF) World Economic
Outlook (WEO) also reinforces India's strong economic
trajectory. The IMF forecasts India's growth to remain
robust at 6.5% for both 2025 and 2026, aligning with earlier
projections from October. This consistent growth outlook
reflects India's stable economic fundamentals and its ability
to maintain momentum despite global uncertainties. The
continued strength of India's economic performance, as
projected by both the World Bank and IMF, underscores the
country's resilience and highlights the sustained strength of its
economic fundamentals, making India a crucial player in the
global economic landscape.

. INDUSTRIAL SCENARIO: 4 5 6

The polymer compounding industry in 2024-2025 is
experiencing steady growth, driven by demand from
automotive, construction, and consumer goods sectors. The
plastic compounding market is estimated to reach US$82.01
billion in 2025, with a projected CAGR of 2.0% through 2035
estimated to reach US$ 182.03 billion. The Industry experienced
robust growth in 2024 on the back of increased adoption in
prominent industries such as automotive, construction, and
consumer goods. The year witnessed greater demand for
high-performance plastic blends, such as polycarbonate and
polypropylene-based blends, as they were stronger, more
resistant to chemicals, and lightweight. The automobile
manufacturers increasingly utilized advanced plastic blends in
place of metal parts to save fuel and be more eco-friendly.

Additionally, worldwide regulatory changes required the use
of bio-based and recyclable plastic compounds, prompting
formulating material innovation. Asian-Pacific industrialization
and infrastructure growth stimulated greater product
applications in construction. In contrast, North America and
Europe witnessed a shift towards sustainable compounding,

with greater use of recycled plastics in packaging
and electronics.

Polymers have played critical roles in every aspect of the
ongoing revolution in electrical utilities industry. The largest
single outlet for plastics in electrical and electronic applications
is in wire and cable, where PVC and Polyolefins dominate on
the basis of their formulating flexibility, ease of processing,
and low cost. Polymers play a vital role as insulating and
jacketing materials which protect the underlying cable core
from mechanical, moisture and chemical damage during the
installation and service life of the cable. A variety of polymeric
materials is being used by the wire and cable industry.

The global wire and cable market was USD 267.8 billion in
2024 and is set to register at a CAGR of 7.3% from 2025 to
2034, propelled by the ongoing inflow of funds towards
the establishment or refurbishment of transmission and
distribution networks to cater to the growing electricity
demand across the globe. Governmental efforts to boost
urbanisation and smart city initiatives across the globe will fuel
the need of safe and reliable wiring infrastructure, thus driving
the industry growth.

8. OPERATIONS AND STATE OF COMPANYS AFFAIRS:

During the period under review, the turnover of the Company
stood at H 2,60,332.37 lacs as against H 2,43,124.37 lacs in
financial year (FY) 2023-24 ("previous year"). The Revenue from
Operations has increased by almost 7% despite an increase
in sales volume by approximately 14% as compared to the
previous year due to correction in prices and lower export
turnover in comparison to previous year which had been
impacted by price corrections and increased freight rates due
to multiple wars and geo-political scenarios. During the year
the company also made investment in people, safety, brand
and business growth opportunities. Profit before Tax increased
by about 2% over the previous year to H 25,064.30 Lacs from
H 24,465.62 Lacs. The Profit after tax as at 31st March 2025 stood
at H 18,549.69 lacs as against H 18,166.94 lacs recording an
increase of 2% from the previous year

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
74.17% of the share capital of the company.

The Company is a leading manufacturer of polymer compounds
in India with a capacity of 233400 MT per annum as at 31st
March 2025 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:

Amid the volatile global economic environment, the Indian
economy continues to exhibit resiliency thanks to strong
domestic demand. In financial year 2025 ('FY25'), we expect
policy continuity including a focus on lifting business
investment. Still, GDP growth is likely to slow to around 6.2%
in FY25 given global growth concerns and possible delays in
fiscal spending due to elections.

The major drivers of growth for the construction market are
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 Wire and Cable Market size is estimated at USD 240.98
billion in 2025, and is expected to reach USD 314.96 billion by
2030, at a CAGR of 5.5% during the forecast period (2025-2030
(Source:
https://www.mordorintelligence.com/industry-reports/
wire-and-cable-market). Wire and cable compound provide
high quality insulation, jacket to conducting materials, offers

high durability, excellent chemical and corrosion resistance
and high mechanical stability, flexibility and abrasion resistance
to the cable and wire. The growing product application in the
construction and power sector has been driving the market
growth. The technical advancement in low fire hazard vinyl and
teflon wire and cable compound offer great opportunities for
the wire and cable compound market over the next five years.

Asia-Pacific region dominates the market, owing to growing
application of wire and cable compound in power and
construction industry, which augment the demand for wire
and cable compound. Countries such as China, India, United
Kingdom, United States and Vietnam among others are
witnessing the construction of power plants, the requirement
for wire and cable compound market is expected to rise from
these countries over the forecast period.

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 H 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.

During the year, the company listed its entire issued and paid-
up capital on the National Stock Exchange of India Limited on
15th January, 2025 and continued to be listed on it and BSE
Limited as at the close of financial year under review.

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, 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.

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")- C B management Services
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) 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.

4. DEMATERIALISATION OF SHARES AND ESCROW
ACCOUNT:

As at 31st March 2025 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 update their demat
account details with the company/ RTA- C.B. Management
Services Pvt. Ltd 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 43
requests aggregating to 51700 equity shares to be transferred
from Escrow Account to beneficiary accounts which were duly
processed, in Lots. 9 requests for 5500 equity shares that were
received towards the end of FY 2023-24 were also processed
in April 2025. As at the date of report total 154 requests have
been received for aggregate 132455 equity shares which had
been processed in 10 Lots. As on date of this report, 644360
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.

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.

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 breakthrough 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

Your company has to face intense competition from
unorganized sector and imports pertaining to plastic
compounds. Further, the raw material prices remain volatile. It
is very difficult to estimate the near future raw material cost.
However, the company scrutinizes the prices of raw materials
from various markets to source the same at most competitive
rates from domestic sources or imports, as may be 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, the 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 at
https://www.ddevgroup.in/
company-charter.

Our Risk Governance Structure:

Board of Directors The highest governing body which oversees all aspects of risk management

4

Risk Management Committee It assists the Board in monitoring and reviewing the Risk Management Policy

4

Audit Committee Works jointly with Board and Risk Management Committee and advises it, when required

4

Senior Managers/ Management Escalates/ informs new or enhanced risks to the Risk Management Committee when perceived

General Risk Management Process:

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
reviews 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
system 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 H 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
2023-24, as required, with respect to amount(s) not
considered as deposits.

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, 2025.

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 28th
September 2024, Mr. Rajesh Kothari, 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. Ddev Surana (DIN: 08357094), Whole Time
Director of the Company, being longest in the office of
directors and eligible to retire by rotation, 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. Ddev
Surana (DIN: 08357094) 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 05th AGM.

Key Managerial Personnel

The Board has the following as Key Managerial Personnel as at
31st March 2025:

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 2025:

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., and National Stock Exchange of India
Limited, respectively, pertaining to enforcement of 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 ("SEBI"), 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 2024-25, 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, 2025, 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' at
https://www.ddevgroup.in/company-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. During the year under review, the Nomination and
Remuneration Policy was revised, inter alia, to bring it in line with
the recent amendments to law.

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 INDICATINGTHE 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 Seven (7) Board Meetings during the financial
year ended 31st March 2025, 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 Fourth 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 28th
September 2024.

No Extra Ordinary General Meeting was held during the
period under review.

The matters relating to ratification of related party transaction
with Kkalpana Industries (India) Limited for the Financial Year
2023-24 and to approve material related party transactions
with Kkalpana Industries (India) Limited for financial year 2024¬
25, as proposed by Board at its meeting held on 20th May, 2024,
were considered by the shareholders through Postal Ballot,
result whereof was declared on 26th June, 2024.

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 (constituted on 08.04.2024)
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

Mrs. Samir Kumar Dutta

Chairman

Mr. Ddev Surana

Member

Mrs. 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 (constituted on 08.04.2024)

Mr. Rajesh Kothari

Chairman

Mr. Narrindra Suranna

Member

Mr. Ddev Surana

Member

Mr. Samir Kumar Dutta

Member

37. SEPARATE MEETING OF INDEPENDENT
DIRECTORS:

The Independent Directors met on 10th February 2025, 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 concerned
Director 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. However, the
corporate office of the company at Mumbai was changed
to Lodha Supremus, 453, Senapati Bapat Marg, Lower Parel,
Mumbai-400018, as announced at the outcome of board
meeting held on 10th February, 2025.

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. C B Management Services Private
Limited situated at P-22, Bondel Road, Kolkata - 700019 or its any
other office within the local limits of the Registered Office of the
Company. However, the RTA's Registered Office was changed to
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.

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

31.03.2025. However, your company is a subsidiary of Bbigplas
Poly Private Limited which holds 74.17% of the share capital of
the company as at 31st March 2025.

42. RELATED PARTY TRANSACTIONS:

Your Company has adopted Policy on Related PartyTransactions
(RPTs) which is available on Company's website under the
head 'Policies' at
https://www.ddevg roup.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. The approval for entering into
following material related party transactions with Kkalpan
Industries (India) Limited ('KIIL') during the financial year 2024¬
25 was accorded by the shareholders of the company vide
postal ballot, result whereof was declared on 26th June, 2024:

Type of Transaction

Limit (J in Crores)

Sales/ Purchase or supply of
any goods or material, directly
or through appointment
of agent

300.00

Royalty/ Branding Fee

At the rate of Re-1 per kg
of finished good subject to
not exceeding H 20 Crores

Lease Rent for availing land

H 3.60 Crores (to be

on lease

increased by 10% every 2
years during lease period)

For details of terms and conditions, please refer to the Postal
Notice available on the website of the company. The details of
transactions entered during the period are available in Note No
41 to the Notes to Financials.

The details of material RPTs, even if it is at arm's length are
required to be disclosed under section 134(3)(h) of the
Companies Act, 2013, in Form AOC-2 and have accordingly
been provided as
"Annexure 3" to the report. However, 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 forseen and repetitive nature in the financial
year 2025-26, which shall be reviewed by the Audit Committee
periodically. The Audit Committee and the Board at its
respective meeting held on 10th February 2025 had granted

Omnibus Approval for Related Party Transactions relating to
Sales/ 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 H 100 crores and
H 2 crores, respectively, which shall be reviewed by the Audit
Committee and Board at its meetings.

During Financial Year 2024-25, 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. The Statutory Auditors have confirmed their eligibility
and submitted the certificate in writing that they are not
disqualified to hold the office of the Statutory Auditor for the
Financial Year 2025-26 and have consented to continue to act
as Statutory Auditors for the said period, 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 2024-25 are as follows:

Particulars

Amount (J in Lakhs)

Statutory Audit Fees

3.25

Tax Audit Fees

0.75

Certification Fees

0.00

Any other fees

0.00

Total

4.00

44. STATUTORY AUDITORS REPORT:

The report of the Auditors pertaining to the Accounts in respect
of the Financial Year 2024-25 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 2025.

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 2025.

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 2025.

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
2024-25. *[The Cost Audit Report for the Financial Year 2024¬
25, as issued by them for the said FY does not contain any
qualification, reservation, adverse remark or observation.]

*Inserted on 11.08.2025, 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 2025- 2026. Accordingly, the Board
of Directors had, on recommendation of the Audit Committee,
at its meeting held on 15th May 2025, 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 at remuneration of H 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 5th 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 2024-25 in Form MR-3 is annexed
herewith as
"Annexure 4" 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 2024-25. 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 2025-26. Further, in
accordance with the recent amendments introduced vide
SEBI (Listing Obligations and Disclosure Requirements) (Third
Amendment) Regulations, 2024 effective from 13th December
2024, the appointment of Secretarial Auditor shall be approved
by the members ofthe company and in case of an individual shall
be for a term of five consecutive years. Accordingly, the Board
of Directors had, on recommendation of the Audit Committee,
at its meeting held on 15th May 2025, considered and proposed
the appointment Mr. Ashok Kumar Daga (Membership No.
FCS-2699, COP-2948), Practicing Company Secretary, who
had submitted his consent and eligibility in this regard, as
Secretarial Auditor for a period of five years commencing from
Financial Year (FY) 2025-26, subject to approval of members
of the company, at a remuneration of H 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. It may be noted that he also confirmed
that he has been peer reviewed.

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.
The Board had appointed Mr. Ashok Kumar Daga (Membership
No. FCS-2699, COP-2948), Practicing Company Secretary, to
conduct Annual Secretarial Compliance Audit for the Financial
Year 2024-25. The Annual Secretarial Compliance Report issued
by him is annexed as
"Annexure 5" 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 2025-26. 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 the Board had, on
recommendation of the Audit Committee, at its meeting held
on 15th May 2025, considered and proposed that Mr. Ashok
Kumar Daga (Membership No. FCS-2699, COP-2948), Practicing
Company Secretary, who had been proposed to be appointed
as Secretarial Auditor and who had submitted his consent and
eligibility to undertake annual secretarial compliance audit, shall
conduct the same for the Financial Year 2025-26, subject to his
appointment being approved by the members of the company.

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 2024-25. 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 2026. The Board of Directors of your
Company had, on recommendation of the Audit Committee,
at its meeting held on 15th May 2025, appointed M/s B.
Chakrabarti & Associates, Chartered Accountants, Kolkata (Firm
Registration No. 305048E) as Internal Auditors for the Financial
Year 2025-26, 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 2023-24, or H 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 6"

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 2024-25 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.

01.04.2024) - Nil

No. of Complaints received during the Financial Year (i.e.
2024-25) - Nil

No. of Complaints disposed off during the Financial Year
(i.e. 2024-25) - Nil

No. of pending at the end of the Financial Year (i.e.

31.03.2025) - 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) 2024-25. 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 2024-25 the Company was required to expend
H 301.16 Lakhs towards identified CSR Activities as per the
CSR Policy adopted by the Company, however the Company
had spent H 309.51 lakhs towards identified CSR activities
as per the CSR Policy adopted by the Board. Therefore, the
Company had spent excess amount of H 8.35 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 7".

59. 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),
wherever applicable. In accordance with the MCA and
SEBI circulars, issued in view of the COVID-19 pandemic,
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; electronic circulation through
E-mail shall suffice. In accordance with the MCA Circulars and
SEBI Circulars, in regards to norms to be followed in view of
COVID-19, 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 10 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, 2025.

60. 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 8". 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.

61. 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 2025, 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 9". The requisite Certificate from the Statutory
Auditors of the Company confirming compliance with the
conditions of Corporate Governance forms part of the report.

62. 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 prefers to make a
voluntary disclosure in this regard for the financial year
2024-25. Although the reporting was not applicable to the

company during the period under review, the company had
voluntarily, in view of better corporate governance principles,
availed professional services for gap assessment in the
policies and procedures adopted by the company in order to
streamline the same with BRSR requirements and standards.
The second Business Responsibility and Sustainability Report
of the Company ("BRSR") for the financial year 2024-25 in the
specified format forms part of this Board of Director's Report
and is marked as
"Annexure-10"

63. 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.

64. 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.

65. 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: 15.05.2025 Narrindra Suranna (DIN: 00060127)

Place: Kolkata Chairman and Managing Director