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DDEV PLASTIKS INDUSTRIES LTD.

01 October 2026 | 03:57

Industry >> Plastics - Plastic & Plastic Products

Select Another Company

ISIN No INE0HR601026 BSE Code / NSE Code 543547 / DDEVPLSTIK Book Value (Rs.) 104.09 Face Value 1.00
Bookclosure 19/09/2026 52Week High 360 EPS 19.50 P/E 12.70
Market Cap. 2562.27 Cr. 52Week Low 185 P/BV / Div Yield (%) 2.38 / 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 :2026-03 

The Board of Directors ("Board") have pleasure to present the
Sixth Annual Report of Ddev Plastiks Industries Limited ("the
Company" or "DPIL") together with the Audited Statements
of Accounts for the period commencing from 01.04.2025 to
31.03.2026 ("Financial Year ended 31.03.2026" or "Financial
Year 2025-26" or "FY 2025-26").

In compliance with the applicable provisions of the Companies

Act, 2013 ("the Act") and the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"), including any
statutory modification(s) or re-enactment(s) thereof, for time
being in force, this report covers the financial results and
other developments during the financial year ended 31st March
2026 and up to the date of the Board meeting held on 25th May
2026 to approve this report.

1. FINANCIAL RESULTS:

The performance of the company is summarized below:

Particulars

   

(RS. IN LAKHS)

   

2025-26

2024-25

Turnover

 

2,94,787.27

2,60,332.37

Other Income

 

3,355.04

1,796.16

Profit/(Loss) before tax

 

27,363.36

25,064.30

Current Tax

 

6,729.47

6,148.36

Deferred Tax

 

299.77

267.48

Tax for earlier years

 

152.49

98.77

Profit/(loss) after tax

 

20,181.63

18,549.69

Balance brought forward

 

73,288.37

55,773.44

Balance brought pursuant to scheme of arrangement

-

Adjustment relating to Fixed Assets

-

Equity Dividend

 

(2,328.25)

1,034.77

Balance carried to Balance Sheet

 

91,141.75

73,228.37

The Financial Statements for the financial year ended on 31st March, 2026 have been prepared in accordance with the
Companies (Indian Accounting Standard) Rules, 2015, prescribed under Section 133 of the Act and other recognized accounting
practices and policies to the extent applicable.

2. DIVIDEND:

The Board has adopted the Dividend Distribution Policy in
line with Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The
policy, effective from 01.04.2024, is available under the
head 'Policies' on the website of the company at https://
www.ddevgroup.in/company-charter.

The Board had, at its meeting held on 10th February, 2026,
declared interim dividend of ' 0.50p (Fifty paise only) per
fully paid up equity share of face value Re. 1/- (Rupees
One only) each (i.e. @ 50%) to the shareholders as at 20th
February, 2026, being the record date for the purpose.
The Interim dividend was duly paid, after deduction of Tax
Deducted at Source (TDS), as statutorily required, within
the prescribed statutory timeline.

Considering the financial results and the performance of

the company during the year under review, your directors
have pleasure in recommending final dividend of '1.25/-
( Rupees One and Twenty Five paise only) per fully paid
equity share of face value Re. 1/- (Rupee One only) each)
(i.e. @ 125%) to the equity shareholders of the Company,
as on record date 19th September 2026, for the Financial
Year ended 31st March 2026. This dividend would be
payable subject to declaration by the shareholders at the
ensuing Annual General Meeting ("AGM").

Pursuant to the provisions of the Income-tax Act, 1961,
the dividend paid or distributed by a company shall be
taxable in the hands of the shareholders. Accordingly,
in compliance with the said provisions, your Company
shall make the payment of the dividend after necessary
deduction of tax at source at the prescribed rates,

wherever applicable. For the prescribed rates for various
categories, the shareholders are requested to refer to the
Income Tax Act, 1961 and amendments thereof.

The dividend payout during the year under review, being
the final dividend @ 175% for the financial year 2024-25,
as declared at AGM held on 22nd September, 2025 was
' 1,810.84 lacs. The dividend payout for the year under
review is in accordance with your Company's vision to
pay sustainable dividend linked to long-term growth

The Dividend payment history of the company is as follows:

objectives of your Company to be met by internal cash
accruals.

The Register of Members and Share Transfer Books of the
Company will remain closed for the purpose of payment
of dividend for the financial year ended 31st March 2026
and the AGM. Book closure date has been indicated in the
Notice convening AGM. The record date for considering
the eligibility of members for dividend is also stated
therein.

Financial Year

Type of Dividend

Rate of Dividend

Payout (' 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

175%

1810.84

FY 2025-26

Interim

50%

517.38

FY 2025-26

Final (Proposed)

125%

1293.46

3.    WORKING CAPITAL:

The Company continues to enjoy working capital facilities
under multiple banking arrangements with various banks
including State Bank of India (Lead Bank), Axis Bank
Limited, Bank of Baroda, HDFC Bank Limited, RBL Bank
Limited, The Federal Bank Limited and Union Bank
Limited. The Company has been regular in servicing
these debts.

4.    CAPITAL EXPENDITURE:

During the financial year 2025-26, the Company incurred
capital expenditure on account of addition to fixed assets
aggregating to
' 8,539.08 lakhs (including capital work in¬
progress and capital advances)

Expansion of Installed Capacity:

The total installed capacity as at 31st March 2026 stood
at 268400 Metric Tonne per Annum (MTPA). During the
year under review, the Company added an aggregate of
35000 MTPA to its total installed capacity. The Company
commissioned a new Polyvinyl Cholride ("PVC") facility
with an installed capacity of 20,000 Metric Tonne (MT) in
the Western Units of the Company. Additional capacity
of 5,000 MT of Halogen Free Flame Retardant ("HFFR")
was added in Western Units and 5,000 MT of PVC and
XLPE added in the Eastern Region Units of the Company.
Another capacity 48,000MT of Cross Linked Polyethylene
("XLPE") became operational from April 2026. Further in
order to improve margins the company has been shifting
capacities amongst its products.

5. CREDIT RATING:

The Credit rating of the company as at financial year
ended 31st March 2026 was as under, as ascribed by
CRISIL vide its letter dated 25.04.2025

Total Bank Loan Facilities Rated

' 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=DDEVPLSTIK, respectively.

6. ECONOMIC OVERVIEW: ^

GLOBAL ECONOMY:

Review:

The global economy demonstrated resilience during 2025
despite persistent geopolitical tensions, evolving trade
policies and continued macroeconomic uncertain ty.
Inflation moderated across several advanced economies

as the impact of earlier monetary tightening gradually
took effect, enabling some central banks to begin easing
policy rates while others maintained a cautious stance.
Global trade showed signs of recovery, supported by
improving supply chain resilience and steady demand for
manufactured goods, although growth remained uneven
across regions.

Industrial activity continued to be influenced by elevated
financing costs, geopolitical developments and volatility
in energy and commodity markets. At the same time,
investments in digitalisation, artificial intelligence,
energy transition, semiconductor manufacturing and
critical infrastructure supported industrial production
and capital expenditure in several economies.

Outlook:

According to multilateral institutions, the global economy
is expected to register moderate growth over the medium
term, supported by easing inflation, gradual recovery
in global trade and improving business investment.
Emerging market economies are expected to continue
outpacing advanced economies, driven by favourable
demographics, infrastructure development and domestic
consumption.

Nevertheless, the global outlook remains subject to
risks arising from geopolitical conflicts, trade policy
uncertainty, financial market volatility, supply chain
disruptions and fluctuations in energy and commodity
prices. Increasing protectionist measures and evolving
environmental regulations are also expected to influence
global investment and manufacturing decisions.

INDIAN ECONOMY:

Review:

India continued to consolidate its position as one of the
world's fastest-growing major economies during FY 2025¬
26, supported by resilient domestic demand, sustained
public capital expenditure, stable macroeconomic
fundamentals and continued policy emphasis on
manufacturing and infrastructure development.

Government initiatives including the Production
Linked Incentive (PLI) Scheme, PM Gati Shakti National
Master Plan, National Logistics Policy and Make in India
continued to strengthen the country's manufacturing
ecosystem and improve competitiveness. Investments
in roads, railways, ports, airports, power transmission,
renewable energy and urban infrastructure supported
industrial growth and employment generation.

The manufacturing sector benefited from increasing
localisation, improving ease of doing business and

continued diversification of global supply chains. Growth
in automotive, electrical equipment, consumer durables,
electronics, renewable energy and construction sectors
continued to support demand for value-added industrial
materials.

Outlook:

India's medium-term economic outlook remains
favourable, supported by robust domestic consumption,
rising private investment, infrastructure-led public
expenditure and continued policy reforms. The country's
demographic advantage, expanding manufacturing
base and improving logistics infrastructure are
expected to strengthen its position as a preferred global
manufacturing destination.

Continued investments in power transmission and
distribution, renewable energy, railway electrification,
metro rail projects, industrial corridors, data centres,
telecommunications and urban infrastructure are
expected to create sustained demand across the
electrical, construction and industrial sectors. While
external risks such as geopolitical developments,
commodity price volatility and global trade uncertainties
remain, India's strong domestic economic fundamentals
are expected to support sustained long-term growth.

POLYMER COMPOUNDING INDUSTRY:

Review:

The polymer compounding industry continued to
benefit from increasing demand for application-
specific compounds across automotive, electrical
and electronics, infrastructure, consumer appliances,
packaging and industrial sectors. Customers increasingly
preferred customised compounds offering enhanced
mechanical performance, flame retardancy, thermal
stability, processability and environmental compliance.

Sustainability continued to shape industry developments,
with increasing focus on recyclable materials,
circular economy initiatives, resource efficiency and
development of compounds with lower environmental
impact. At the same time, manufacturers continued to
address challenges arising from fluctuations in crude oil-
derived feedstock prices, competitive pricing pressures
and evolving regulatory requirements.

Outlook:

The long-term outlook for the polymer compounding
industry remains positive, supported by increasing
industrialisation, urbanisation, electrification and
infrastructure development across emerging economies.

Demand is expected to shift progressively towards
higher-value engineering and specialty compounds that
deliver improved safety, durability, energy efficiency
and environmental performance. Growth in renewable
energy, electric mobility, electrical equipment,
telecommunications and smart infrastructure is expected
to increase demand for advanced polymer compounds
with specialised performance characteristics.

Manufacturers are expected to continue investing in
product innovation, process automation, quality systems
and sustainable manufacturing technologies to address
changing customer requirements and strengthen their
competitive position.

WIRE AND CABLE POLYMER COMPOUNDING INDUSTRY
Review:

The wire and cable industry remained one of the
largest end-use segments for specialty polymer
compounds during FY 2025-26. Continued investments
in power infrastructure, renewable energy, buildings,
transportation and telecommunications supported
demand for PVC, XLPE, polyethylene and specialty
compounds used in cable insulation and sheathing
applications.

Customers increasingly focused on compounds offering
enhanced electrical performance, flame retardancy,
thermal stability, weather resistance and compliance
with increasingly stringent fire safety and environmental
standards. Demand for Halogen-Free Flame Retardant
(HFFR), Low Smoke Zero Halogen (LSZH) and other
specialty compounds continued to grow across
infrastructure, transportation, commercial buildings and
industrial applications.

Outlook:

The outlook for the wire and cable polymer compounding
industry remains encouraging, supported by India's long¬
term infrastructure development agenda and increasing
investments in the power and electrical sectors.

Continued expansion of power generation, transmission
and distribution networks, renewable energy projects,
railway electrification, metro rail systems, data centres,
telecommunications infrastructure, commercial
construction and residential housing is expected to
support sustained demand for high-performance cable
compounds.

The transition towards safer and more sustainable cable
systems is expected to accelerate the adoption of HFFR,
cross-linkable polyethylene (XLPE) and other specialty
compounds that offer superior fire performance, lower

smoke emission and enhanced durability. Increasing
emphasis on quality, regulatory compliance and
product reliability is expected to create opportunities
for manufacturers with strong technical capabilities,
application development expertise and consistent
product quality.

While volatility in polymer prices, foreign exchange
movements, competitive intensity and changing
environmental regulations remain key industry
challenges, the long-term fundamentals of the sector
remain favourable. The Company's continued focus
on innovation, customer collaboration, operational
excellence and sustainable product development
positions it well to capitalise on emerging opportunities
in the evolving wire and cable industry.

1    International Monetary Fund (IMF) -World Economic Outlook,
April 2026

2    Organisation for Economic Co-operation and Development
(OECD)

3    Government of India, Ministry of Finance-Economic Survey
2025-26

4    CRISIL Intelligence (2025) - Indian Polymer Compounding
Industry Report.

7. COMPANY'S OUTLOOK:

Looking ahead, the Company believes that the demand
outlook for wire and cable polymer compounds will remain
favourable over the medium to long term. Increasing
investments in India's electrical infrastructure, renewable
energy, electric mobility, telecommunications and data
centre ecosystem are expected to support sustained
growth in demand for advanced cable compounds. The
Company remains focused on expanding its portfolio
of high-performance PVC, XLPE, HFFR, and specialty
compounds, strengthening customer partnerships
and investing in technology and quality systems to
address evolving market requirements while delivering
sustainable value to stakeholders.

Your Company remains focused on strengthening
its position in the high-value polymer compounding
segment through continuous product innovation,
customer-centric solutions, operational excellence and
sustainable manufacturing practices. Investments in
research and development, process optimisation, quality
enhancement and capacity augmentation will continue to
support the Company's long-term growth strategy. With a
diversified customer base, strong technical capabilities
and an expanding portfolio of value-added products, the
Company is well positioned to capitalize on emerging
opportunities while creating sustainable value for all
stakeholders.

8. OPERATIONS AND STATE OF COMPANYS AFFAIRS:

During the period under review, the turnover of
the Company stood at '2,94,787.27 lacs as against
'2,60,332.37 lacs in financial year (FY) 2024-25 ("previous
year"). The Revenue from Operations has increased by
almost 13.24% while the increase in sales volume was
registered at approximately 7% as compared to the
previous year. The export revenue stood at ' 71,789 lacs
during the financial year under review as against ' 55,090
lacs in the previous year. This represents a growth of
approximately 30% driven primarily by 23% increase in
volume to 53,905 MT, while elevated raw material prices
contributed an additional 7% to the overall growth.
The topline growth was growth supported by higher
volumes and improving product mix; ongoing capex and
capacity additions to drive stronger utilization and wider
market reach. During the year the company also made
investment in people, safety, brand and business growth
opportunities. Profit before Tax increased by about 9.2%
over the previous year to ' 27,363.36 lacs from ' 25,064.30
lacs. The Profit after tax as at 31st March 2026 stood at '
20,181.63 lacs as against ' 18,549.69 lacs recording an
increase of 8.8% from the previous year.

The improved performance was achieved despite global
macroeconomic turbulence, geopolitical headwinds,
and softer trade sentiment. On the operational front, the
company scaled its installed capacity to 2,68,400 MTPA
through strategic brownfield and greenfield investments.
As stated above, it commissioned 48,000 MTPA of
dedicated XLPE compound capacity, which became
operational from April 2026, deepening its geographical
footprint and further consolidated its position as India's
largest listed Polymer Compound manufacturer -
cementing the structural foundation upon which its
next phase of growth is to be built. Despite significant
geopolitical headwinds including the Israel-Iran conflict
from late February, which disrupted export transit
and caused sharp raw material volatility the company
delivered 13% revenue growth and 30% export growth.

Your Company's performance has been discussed in
detail in the Management Discussion and Analysis
Report. Your Company does not have any subsidiary or
associate or joint venture company as at the end of the
financial year under review. However, your company is
a subsidiary company of Bbigplas Poly Private Limited
which holds approximately 74.99% of the share capital of
the company as the close of Financial Year.

The Company is a leading manufacturer of polymer

compounds in India with a capacity of 268400 MT per
annum as at 31st March 2026 having a diverse product
portfolio consisting of PE compounds, PVC compounds,
filled compounds, Master Batches, Footwear
compounds, Pipe compounds, Peroxide compounds
expanding to Engineering Plastic compounds for White
compounds, automotive and electrical appliances.
It has 5 (five) manufacturing units with state of art
machinery, infrastructure, equipment, and Research
and Development ('R&D') facilities. With plants located
at both East and West coast of India, the company gains
advantage of low freight costs. The in-house ability for
designing and testing new compounds with large fully
equipped labs and experienced and skilled team and
strong R&D has resulted in large pipeline of new products
under development based on the customer's feedback and
requirements. The Multi location setup helps minimize
the transportation cost by being closer to suppliers (ports)
and customers and wide range of extruder capabilities
provide flexibility to produce custom quantities for wide
range of customers. The arrangements with most large
suppliers and large sourcing quantities result in priority
treatment from suppliers and cost effectiveness. Our
excellent marketing team comprising of technically
qualified and trained personnel focus on customizing
products to suit customer processes and strong
relationships with suppliers provide inputs for developing
new product applications based on critical raw materials.

For further details refer to Management Discussion and
Analysis, annexed to this report

9. FUTURE PROSPECTS:

Looking ahead, the company's ambitions are equally
decisive as the ' 5,00,000 lacs revenue target from
compounding business for FY 2030 looks well on track.
Beyond the company's core business, it has made
a bold and strategic foray into the Battery Energy
Storage Systems (BESS) sector, a critical enabler of
India's renewable energy transition, with plans to build 5
gigawatt (GW) of phased installed capacity, each gigawatt
projected to contribute ' 80,000-90,000 lacs to the
topline. Backed by a healthy Balance Sheet, disciplined
capital allocation, and a committed capex of '17,500 lacs
for FY 2026-27, the company is firmly positioned at a
compelling inflection point where a proven core business
meets a high growth new vertical, together driving long¬
term, sustainable value for all its stakeholders.

The major drivers of growth for company's core business
are the rapid rates of urbanization and increasing
population. The global construction industry can be
classified majorly in three types namely residential,

commercial and infrastructural. The increasing rate of
urbanization in the emerging markets such as China and
India and the development of cities are the major drivers
for growth of the infrastructural segment. The growing
emphasis on sustainable and energy-efficient buildings
has created additional demand for specialized wiring
solutions. Therefore, the products used in construction
are expected to be in high demand, including wire
and cable compound products. The usage of wire and
cable compounds in construction project is increasing
at exponential rate due to their significant number of
advantages and long-term cost implications. The rising
demand from the construction industry due to the
growing urbanization in numerous countries is estimated
to bring considerable growth prospects for the wire and
cable compounds market. The popular concept of smart
city is also proving to be beneficial growth opportunity
for the wire and cables compounds market. Furthermore,
the characteristics of wire and cable compounds also
make them a favorite among numerous applications. The
deployment of smart grid infrastructure has emerged
as a significant driver for the wire and cable market,
supported by substantial government initiatives and
investments.

The global wire and cable market was estimated at
approximately US$268 billion in 2024 and is projected
to grow at around 7% CAGR over the next decade, driven
primarily by grid modernization and electrification trends.
In India, the wire and cable market reached approximately
US$21.2 billion in 2025 and is expected to grow at about
9% CAGR, supported by expansion in housing, renewable
energy, transmission networks, railways, data centers
and telecom infrastructure. Housing wires remained the
largest segment, while fiber-optic cables are among the
fastest-growing categories.

For the polymer compounding industry, the sector
remained a key demand driver for PVC, XLPE, PE and
HFFR compounds used in cable insulation and sheathing
applications. Demand growth was particularly strong
in higher-value, safety-focused products such as HFFR
compounds, with specialty cable compounds growing
faster than conventional PVC-based materials due to
increasingly stringent fire-safety and performance
standards.

Looking ahead, continued investments in renewable
energy, power transmission, smart grids, electric
mobility, and digital infrastructure are expected to
sustain healthy demand for wire and cable compounds.
The market outlook remains favorable for compounders
with capabilities in value-added formulations, particularly

HFFR, and specialty XLPE compounds, which are
expected to outperform commodity-grade materials

10.    SHARE CAPITAL:

The Authorized Capital of the company stood at
15,00,00,000 (Rupees Fifteen Crores only) divided into
150000000 (Fifteen Crores) Equity Shares of Face Value
of Re.1/- (Rupee One only) each.

The Issued and Paid Up Capital is ' 10,34,76,664 (Rupees
Ten Crores Thirty Four Lakhs Seventy Six Thousand Six
Hundred Sixty Four Only) divided into 103476664 (Ten
Crores Thirty Four Lakhs Seventy Six Thousand Six
Hundred Sixty Four) Equity Shares of Face Value of Re.1/-
(Rupee One only) each.

11.    SHAREHOLDING OF COMPANY:

(a)    Buy Back of Shares: The Company has not bought
back any of its securities during the period under
review.

(b)    Sweat Equity: The Company has not issued any
Sweat Equity Shares during the period under review.

(c)    Bonus Shares: The Company has not issued any
Bonus Shares during the period under review.

(d)    Employees Stock option plan: The Company has not
provided any Stock Option Scheme to the employees.

12.    TRANSFER TO RESERVES:

The Company proposes not to transfer any amount to
Reserves.

13.    TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND
PROTECTION FUND:

Pursuant to provisions of Sections 124 and 125 of the
Companies Act, 2013 read with Companies (Declaration
and Payment of Dividend) Rules, 2014 and Investor
Education and Protection Fund ("IEPF") (Accounting,
Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules")
(including amendments from time to time), all unpaid or
unclaimed dividends are required to be transferred by the
Company to the Investor Education and Protection Fund
("IEPF" or "Fund") established by the Central Government,
after completion of 7 (seven) years from the date the
dividend is transferred to unpaid/unclaimed account.
Further, according to the Rules, the shares in respect
of which dividend has not been paid or claimed by the
shareholders for seven consecutive years or more shall
also be transferred to the demat account of the IEPF
Authority

It may be noted that no amount is due to be transferred to
IEPF Authority as on the date of this report, on account
of unclaimed/unpaid dividend for 7 (seven) consecutive
years, however, the Company urges all the shareholders

to encash/claim their respective dividend during the
prescribed period.

Further, as per Hon'ble National Company Law Tribunal,
Kolkata Bench ('NCLT') Order dated 04th March, 2022,
approving the Scheme of Arrangement between Kkalpana
Industries (India) Limited (KIIL) and the Company relating
to demerger of compounding business of KIIL and vesting
the same into the company ("Scheme of Arrangement") ,
it was required to allot shares to shareholders of KIIL as
at 08.04.2022. Accordingly, in respect of shareholders
of KIIL whose shares were lying in IEPF Account as on
08.04.2022, requisite shares of the company have been
transferred to IEPF Account. Dividend payable on such
shares have also been transferred to the IEPF Account.
Consequently, bonus shares issued by the company
against such shares transferred to IEPF and remaining
in it as on record date for bonus issue has also been
transferred to IEPF.

Shareholders/claimants whose shares or unclaimed
dividend, have been transferred to the IEPF demat
Account or the Fund, as the case may be, may claim the
shares or apply for refund by approaching the Company/
Registrar and Share Transfer Agents of the Company
("RTA")- MUFG India Intime Private Limited for issue of
Entitlement Letter along with all the required documents
before making an application to the IEPF Authority in
Form IEPF - 5 (available on https://www.iepf.gov.in or
https://www.mca.gov.in/) along with requisite fee as
decided by the IEPF Authority from time to time. The
member/claimant can file only one consolidated claim in
a financial year as per the IEPF Rules.

Details of shares/shareholders in respect of which
dividend has not been claimed, are provided on website
of the Company under the head "Dividend related
information" at https://www.ddevgroup.in/investor-
services. The shareholders are encouraged to verify their
records and claim their dividends of all the earlier years, if
not claimed. Details of Nodal Officer as well as IEPF Claim
Link is available at https://www.ddevgroup.in/investor.

14. DEMATERIALISATION OF SHARES AND ESCROW
ACCOUNT:

As at 31st March 2026, 100% of the shareholding of the
company was held in dematerialized mode. However,
since physical issue of shares was not permitted by the
NCLT Order approving the Scheme of Arrangement and
as per applicable statutory requirements, the shares
to be issued to physical shareholders of Kkalpana
Industries (India) Limited ("KIIL" or "Parent company") were
transferred to Escrow Account and letters were issued to
such holders to requesting them to update their demat

account details with the company/ RTA- MUFG Intime
India Pvt. Ltd, (the current RTA pursuant to merger of
CB Management Services Pvt. Ltd., the RTA existing
at the that time) to enable transfer of related shares
from the Escrow Account to such holders. Further, the
bonus issue of shares against the shared already held in
Escrow Account as at record date for the purpose were
also credited to Escrow Account. During the year the
company had received 33 requests aggregating to 20,135
equity shares to be transferred from Escrow Account
to beneficiary accounts which were duly processed,
in Lots. As at the date of report total 176 requests have
been received for aggregate 1,40,160 equity shares which
had been processed in 13 Lots. As on date of this report,
6,36,655 shares still lie in the Escrow Account.

It is requested that eligible shareholders (i.e. shareholders
holding shares of KIIL in physical mode as at 08.04.2022
who are pending to update their demat details for receipt
of shares of the company from escrow account) may
update their demat details with the RTA and claim their
shares of the company.

15.    CHANGES IN NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business
of the Company. Your Company continues to be one
of the leading manufacturers of Polymer Compounds
in the Country. However, during the year the company
announced entering into a new vertical of business
relating to Battery Energy Storage System ("BESS") in
the Renewable Energy Sector targeting multi -phase
BESS manufacturing serving utilities, commercial and
industrial customers and residential sectors.

16.    MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments which could
affect your Company's financial position have occurred
between the end of the financial year and date of this
report. The venturing into BESS venture has already
been discussed in this report earlier which, with an
initial investment of
' 15000-20000 lacs funded through
internal accruals, is projected to contribute
' 80000 lacs
to
' 90000 lacs to the company's topline

17.    RESEARCH AND DEVELOPMENT:

Your Company recognizes that Research & Development
("R&D") plays a vital role in supporting operations as well
as future growth. Your Company focuses its attention
on development of products that have wide industrial
applications, particularly in cable, piping, packaging
automotive and footwear industries. Through R&D,
it endeavors to increase production, lower cost of

production and lower wastage. The Company has in place
a sound R&D infrastructure and team to cater to the
changing market needs. The R&D team has enabled the
company to achieve break-through in various applications
and procedures which have enabled the achievement of
the objectives of the company, development of new and
improved products and applications.

Over the years, we have created a strong product
portfolio, with focus on advanced R&D and relied on
world-class know-how to build a futuristic organization.
Our deep domain knowledge, coupled with an innate zeal
to explore new frontiers of the carbon value chain while
fostering novel approaches has kept us a step ahead of
the competition. For us, innovation is a way of life, so
we continue to build our innovative capabilities. Our
commitment to deliver superior quality products enables
us to consistently introduce value added products to our
diverse portfolio. It also drives process enhancements
that contribute to the development of quality products
and helps us sustain cost leadership.

We are mindful of our responsibility to ensure the
wellbeing of people as well as the planet. We inculcate
sustainable practices to create holistic value for all
our stakeholders, including employees, shareholders,
suppliers, customers and the community at large. It,
therefore, empowers us to fulfill our objectives towards
society and the environment over the long-term.
Looking ahead, we remain determined to identify new
opportunities, explore broader applications and lead with
the latest developments in the industry - to strengthen
the foundation of the organization.

18. RISK AND CONCERNS:

Risk factor is ingratiated to all business activities of all
companies, though in varying degrees and forms. As
far as your company is concerned, it has an approved
risk management policy by the Board of Directors.
The company has also formulated Risk Management
Committee on 08.04.2024. Risk evaluation and its
management is ongoing process within your company and
is periodically reviewed by the Audit Committee/ Board of
Directors of your company. With the constitution of Risk
Management Committee the risk assessment, evaluation,
management and mitigation will be periodically reviewed
by it.

The main risks of your company are as under:

Business risks

The Company faces intense competition from the
unorganised sector and imports in the plastic compounds
segment. Raw material prices also remain volatile,

making it difficult to accurately forecast near-term costs.
To mitigate this risk, the Company closely monitors raw
material prices across markets and sources materials at
competitive rates from domestic or imported sources, as
required.

Technology risks

Quality upgradation and product obsoletion risks are
intertwined with your company's business management.
However, the high standard of in-house research and
development fortifies the technological risks to some
extent.

Financial risks

The Company's policy is to actively manage its foreign
exchange risk. The company actively manages the
interest rate risk by adopting suitable strategies to
minimize the impact of interest rate fluctuations,
including maintaining optimal balance of different loan
types and maturities.

Credit Risks

The Company sells their products by extending credit to
customers, with the attendant risk of payment delays and
defaults. To mitigate the risk, appropriate measures like
periodic review and rigorous follow-up are put in place
for timely collection of dues from the customer. Credit
availability and exposure is another area of risk. However,
all export sales of the Company are covered under the
receivable insurance Policy which further mitigate the
risk.

Liquidity Risks

The Company realizes that its ability to meet its
obligations to its suppliers and others is linked to timely
and regular collection of receivables and maintaining
a healthy credit rating. Review of working capital
constituents like inventory of raw materials, finished
goods and receivables are done regularly by the
respective Divisions and closely monitored by Corporate
Finance.

Workplace Accident/ Incident risks

Every process-related activity has its inherent associated
hazards which can affect plants or properties in terms of
accidents/incidents at the workplace and the ill health of
its employees. To address all of these risks coming from
such hazards the company has set up risk assessments
whereby it identifies the hazards, evaluates who may be
harmed and takes necessary measures and proactive
actions to mitigate the same. Regular maintenance and
check ups are conducted to ensure safety measures.

Environmental Sustainability risks

The industry in which the Company operates bears
the responsibility to improve environmental impact

management. Accidents involving chemicals put the
environment, human health and safety at risk, as well as
threaten business operations. In addition to following
environmental standards, industry is also liable for
adding value to society. The company adheres to all the
essential environmental rules and regulations prescribed
by the Government. Each facility has robust safety
standards and systems in place to mitigate any potential
risks. The Company also ensures careful disposal of
hazardous waste by following the prescribed procedure/
guidelines/regulations. Additionally, the Company has
made significant investments in green projects to create
facilities for a sustainable future.

Dependency/ Economical risks

As the Company relies heavily on a few distinct industries,
such as cable and power segments, any decline in these
sectors would affect its margins and security. The
demand for its products is primarily inelastic since these
application sectors are vital to any economy. Despite
this risk, the Company has a loyal client base for more
than three decades. This long-standing partnership has
helped mitigate the impact of this risk on the Company.

Market Presence and Reputational risks

The Company competes with other producers who
manufacture similar goods both in India and abroad
in a fiercely competitive market. Thus, the Company's
market influence becomes significant when choosing
a smart facility spot. The company has established 5
(five) state of art facilities across east and west India at

strategic locations which help in easy transportations,
procurements and access to the markets. This has
significantly enhanced the Company's reputation.

19. RISK MANAGEMENT POLICY:

Your company has an elaborate risk Management
procedure and adopts a systematic approach to mitigate
risk associated with accomplishments of objectives,
operations, revenues, and regulations. The Board takes
responsibility for the overall process of risk management
throughout the organization. In terms of requirement of
the Companies Act, 2013 the Company has developed and
implemented the Risk Management Policy and the Audit
Committee/ Risk Management Committee of the Board
reviews the same periodically. The company considers
activities at all levels of the Organization viz. Enterprise
level, Division level, Business Unit Level and Subsidiary
level in risk management framework. Risk management
process of the Company focuses on three elements
viz. 1) Risk Assessment 2) Risk Management and 3) Risk
Monitoring. The Company's business units and corporate
functions address risk through an institutionalized
approach aligned to Company's objective. This is further
facilitated by Internal Audit which is reviewed by the
Board and Audit Committee of the Company. The key
risks and mitigating actions are reviewed and significant
audit observations and follow up actions thereon are
reported to the Audit/ Risk Management Committee and
Board. The Risk Management Policy is available under the
head 'Policies' on the website of the company at
https://
www.ddevgroup.in/companv-charter.

20.    ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Board has adopted policies and procedures for
governance of orderly and efficient conduct of its
business, including adherence to the Company's policies,
safeguarding its assets, prevention and detection of
frauds and errors, accuracy and completeness of the
accounting records and timely preparation of reliable
financial disclosures. The internal financial controls with
reference to the Financial Statements are commensurate
with the size and nature of business of your Company. Your
Company has laid down the set of standards, processes
and structure which enables to implement internal
financial control across the organization and ensure that
the same are adequate and operating effectively. These
have been designed to provide reasonable assurance
with regard to recording and providing reliable financial
and operational information, complying with applicable
Indian Accounting Standards (Ind AS) and relevant
statutes. We believe that these internal control systems
provide, among other things, a reasonable assurance
that transactions are executed with management
authorization and that they are recorded in all material
respects to permit preparation of financial statements
in conformity with established accounting principles
and that the assets of your Company are adequately safe
guarded against significant misuse or loss.

An independent internal audit function is an important
element of your Company's internal control system. The
internal control system is supplemented through an
extensive internal audit programme and periodic review
by management and Audit Committee. The Internal
Auditor and the Audit Committee review the Internal
Financial Control system periodically. To maintain the
objectivity and independence of Internal Audit, the
Internal Auditor reports to the Chairman of the Audit
Committee of the Board. The Internal Auditor monitors
and evaluates the efficacy and adequacy of internal
control systems in the company, its compliance with the
operating systems, accounting procedures and policies
of the company. Based on the report of Internal Auditor,
the process owners undertake corrective action in their
respective areas and thereby strengthen the control.
Significant audit observation and corrective actions
thereon are presented to the Audit Committee of the
Board.

During the year, such controls were tested and no
reportable material weaknesses in the design or
operation were observed.

21.    VIGIL MECHANISM:

The Company believes in conducting its affairs in fair and

transparent manner by adopting the highest standards of
professionalism, honesty, integrity, and ethical behavior.
Pursuant to the requirement of the Section 177(9) of the
Companies Act, 2013 and Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has established vigil mechanism
which also incorporates a whistle blower policy in
terms of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 in order to provide
a secure environment and to encourage employees
to report unethical, unlawful, improper practice, acts
or activities, actual or suspected fraud or violation of
Company's Code of Conduct, if any. Protected disclosures
can be made by a whistle blower through an e mail or
phone or letter to the chairman of Audit Committee. All
cases, if any, registered under Whistle Blower Policy of
your Company are reported to and are subject to review
by the Audit Committee. Further the mechanism adopted
by the Company encourages the Whistle Blower to report
genuine concerns or grievances and provide for adequate
safeguards against victimization of Whistle Blower who
avails of such mechanism and also provides for direct
access to the Chairman of the Audit Committee, in
exceptional cases. The functioning of vigil mechanism
is reviewed by the Audit Committee from time to time.
None of the Whistle blowers/ employees has been denied
access to the Audit Committee of the Board. The Whistle
Blower Policy of the Company is available on the website
of the Company under the head 'Policies' at https://www.
ddevgroup.in/company-charter.

22.    SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS:

During the year under review, no significant and material
orders were passed by the regulators or courts or
tribunals impacting the going concern status and the
company's operations.

23.    PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:

Pursuant to Section 186 of the Companies Act, 2013
and Schedule V to the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, disclosure
on particulars relating to Loans, Guarantees and
Investments are provided as part of the financial
statements in Note No. 37.

The Company was accorded approval by members
of the Company to give loans, guarantees and make
investments not exceeding in aggregate
' 2000 crores
which is in excess of 60% of the aggregate of its paid
up share capital, free reserves and securities premium

account or 100% of its free reserves and securities
premium account, whichever is more, as prescribed in
Section 186 of the Companies Act, 2013 and as may be
noted the company has ensured compliance to said limits
and approval as accorded.

24.    DEPOSITS:

Your Company has not accepted any deposits falling
within the ambit of Section 73 and 74 of the Companies
Act, 2013 ("the Act") read with Companies (Acceptance of
Deposits) Rules, 2014 read with other provisions under
Chapter V of the Act or any other applicable provisions
read with relevant rules made thereunder (as amended
and for the time being applicable) during the financial
year and as such, no amount on account of principal or
interest on deposits from public is outstanding as on 31st
March 2025.

The Company has filed requisite return for financial year

2024- 25, as required, with respect to amount(s) not
considered as deposits and the return for financial year

2025- 26 is not yet due as on date of this report and shall
be filed timely by the company.

25.    PARTICULARS OF CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

Your Company has directed its efforts to reduce energy
costs by focusing on energy savings through the best
optimization of operations on day to day basis. The
Company has used fuels in appropriate mix to attain
maximum savings.

Pursuant to the provision of Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, the particulars relating to energy
conservation, technology absorption, foreign exchange
earnings and outgo is provided in the prescribed format
as an Annexure to the Report and marked as
"Annexure
1"
.

26.    POLICIES:

The Companies Act, 2013 ("the Act") and SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations") and various other
statutes applicable to the Company, mandated the
formulation of certain policies for listed companies. All
applicable policies are available under the head 'Policies'
on the Company's website at https://www.ddevgroup.in/
company-charter. The policies are reviewed periodically
by the Board and Committees and updated, based on need
and new compliance requirement and recommendation
of related Committee/s.

27. BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

The Board of Directors of your Company comprises of Six
(6) Directors of which Three (3) are Executive Directors
and Three (3) are Non-Executive and Independent
Directors as on 31st March, 2026.

In terms of the provision of Section 149 of the Companies
Act, 2013 and Regulation 17(1) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, a Company shall have atleast one-Woman Director
on the Board of the Company. Your Company has Mrs.
Mamta Binani and Mrs. Ramya Hariharan as Directors
on the Board of the Company, who is presently the
Non-Executive Independent Director of your Company.
Further, pursuant to Regulation 17(1) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, top 1000 listed entities shall have at least one
independent woman director. Your Company is in
compliance with the requirement.

Appointment/ Re-appointment/ Change in Designation

At the Annual General Meeting ("AGM") held on 22nd
September 2025, Mr. Ddev Surana, Whole Time Director
retired by rotation, pursuant to provisions of Section 152
of the Companies Act, 2013, however, being eligible, he
was re-appointed at such meeting.

In accordance with the provisions of Section 152 of the
Companies Act, 2013 and Articles of Association of the
Company, Mr. Rajesh Kothari (DIN: 02168932), Whole
Time Director of the Company, being eligible to retire by
rotation and longest in the office of directors, retires by
rotation at the forthcoming AGM and being eligible, has
offered himself for re-appointment.

Based on performance evaluation and recommendation
of the Nomination and Remuneration Committee, the
Board of Directors recommend his re-appointment as a
Whole Time Director of the Company, whose office shall
be liable to retire by rotation. The resolution for the re¬
appointment of Mr. Rajesh Kothari (DIN: 02168932) is
being placed for the approval of the shareholders of the
Company at the ensuing AGM.

The necessary disclosure about Director seeking
appointment/ re-appointment required, pursuant
to Regulation 36(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Clause
1.2.5 of the Secretarial Standard on General Meeting (SS-
2) issued by the Institute of Company Secretaries of India
(ICSI), are provided as Annexure to the Notice of 06th AGM.

Key Managerial Personnel

The Board has the following as Key Managerial Personnel
as at 31st March 2026:

Mr. Narrindra Suranna- Chairman and Managing Director

Mr. Rajesh Kothari-Whole Time Director

Mr. Ddev Surana -Whole Time Director and Chief
Executive Officer

Mrs. Tanvi Goenka- Company Secretary and Compliance
Officer

Mr. Arihant Bothra- Chief Financial Officer

During the year under review there has been no change in
the Key Managerial Personnels of the Company.

Independent Directors

The following Independent Directors are on Board as at
31st March 2026:

Mr. Samir Kumar Dutta

Mrs. Ramya Hariharan

Mrs. Mamta Binani

None of the Independent Director is due for re¬
appointment at the ensuing AGM or during the period
under review.

The Board is of the opinion that the Independent
Directors of the Company have fulfilled the conditions
as specified in SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015 and are independent
of the management, possess requisite qualifications,
experience, proficiency and expertise in the fields of
finance, people management, strategy, auditing, tax and
corporate advisory services, governance and they hold
highest standards of integrity.

The Independent Directors of the Company have
undertaken requisite steps towards the inclusion of
their names in the data bank of Independent Directors
maintained with the Indian Institute of Corporate Affairs
(IICA), in terms of Section 150 of the Companies Act, 2013
(including any statutory modifications, amendments/ re¬
enactments, if any) read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014,
as amended from time to time.

Further, at the time of the appointment of an Independent
Director, the company also issues a formal letter of
appointment outlining his/her role, function, duties
and responsibilities. The terms and conditions of the
Independent Directors are incorporated under the head
'Terms of Appointment of Independent Director' on the
website of the Company at https://www.ddevgroup.in/
company-charter.

Cessation

None of the Directors resigned or were removed from
their office during the period under review. Further,
none of the Directors ceased to be associated with the
company for any other reason.

None of the Directors are disqualified or debarred by
Securities and Exchange Board of India (SEBI) or any other
statutory authority, from continuing office as Director
and Certificate received in this regard from Mr. Ashok
Kumar Daga (PCS-2699, COP-2948), Practicing Company
Secretary, is annexed to this report as
"Annexure 2"

28. DECLARATION BY DIRECTORS:

All Independent Directors of the Company have given
declarations under Section 149(7) of the Companies
Act, 2013 ("the Act") that they meet the criteria of
Independence, as laid down under Section 149(6) of
the Act, read with Schedule IV to the Act and related
rules thereunder and Regulation 16(1)(b) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") and that
they have also complied with the Code for Independent
Directors prescribed under the said Schedule. In terms
of Regulations 25(8) of the SEBI Listing Regulations, the
Independent Directors have confirmed that they are not
aware of any circumstance or situation, which exists
or may be reasonably anticipated, that could impair or
impact their ability to discharge their duties with an
objective independent judgment and without any external
influence. They have also individually confirmed, pursuant
to Circular No. LIST/COMP/14/2018-19 and Circular No.
NSE/CML/2018/24 both dated 20.06.2018 issued by
BSE Ltd ("BSE") and National Stock Exchange of India
Limited ("NSE"), respectively, pertaining to enforcement
of Securities and Exchange Board of India ("SEBI") Orders
regarding appointment/ re-appointment of Director/
Independent Director, that they are not debarred from
holding office of Independent Director/ Director by virtue
of any SEBI order or any other statutory authority and
are not disqualified from being appointed/ continuing as
Independent Directors in terms of Section 164 of the Act.
They have also confirmed, respectively, their compliance
with Rules 6(1) and 6(2) of the Companies (Appointment
and Qualification of Directors) Rules, 2014 ("the Rules"), as
amended from time to time, with respect to registration
with the Databank of Independent Directors maintained
with Indian Institute of Corporate Affairs, pursuant to
provisions of section 150 of the Act, read with Rule 6 of
the Rules (as amended and applicable for the time being).

None of the Directors of the Company are disqualified
from being appointed as Directors as specified under

Section 164(1) and 164(2) of the Act read with Rule 14(1) of
the Rules or are debarred or disqualified by the Securities
and Exchange Board of India, Ministry of Corporate
Affairs ("MCA") or any other such statutory authority.

All members of the Board and the Senior Management
Personnel have affirmed compliance with the Code of
Conduct for Board and Senior Management Personnel
for the financial year 2025-26, details whereof have
been disclosed in the Corporate Governance Report
including the certificate issued by Chief Executive Officer
confirming the same.

The Company had sought the following certificates
from independent and reputed Practicing Company
Secretaries, which is enclosed as Annexure 2, confirming
that:

a.    none of the Directors on the Board of the Company
have been debarred or disqualified from being
appointed and/or continuing as Directors by the
SEBI/MCA or any other such statutory authority.

b.    independence of the Directors of the Company in
terms of the provisions of the Act, read with Schedule
IV and Rules issued thereunder and the SEBI Listing
Regulations.

29. BOARD MEMBERSHIP CRITERIA AND LIST OF CORE
SKILLS/ EXPERTISE/ COMPETENCIES IDENTIFIED IN
CONTEXT OF THE BUSINESS:

The Board of Directors is collectively responsible for
selection of members on the Board. The Company follows
defined criteria for identifying, screening, recruiting and
recommending candidates for selection as Director on
the Board. The criteria for appointments to the Board
includes:

•    composition of the Board, which is commensurate
with the size of the Company, its portfolio,
geographical spread and its status as a public
Company;

•    desired age and diversity on the Board;

•    size of the Board with optimal balance of skills
and experience and balance of Executive and
Non-Executive Directors consistent with the
requirements of law and the objectives and activities
of the Company;

•    professional qualifications, expertise and experience

in specific areas of relevance to the Company;

•    avoidance of any present or potential conflict of
interest;

•    availability of time and other commitments for
proper performance of duties;

•    personal characteristics being in line with the
Company's values, such as integrity, honesty,
transparency, pioneering mindset etc.

The Board has identified the following skills/ expertise/

competencies fundamental for the effective functioning

of the Company, which are currently available with the

Board:-

•    Leadership - Experience of running large
enterprises, leading well-governed organizations,
with an understanding of organizational systems
and strategic planning and risk management,
understanding global business dynamics, across
various geographical markets, industry verticals and
regulatory jurisdictions.

•    Strategy and planning - Appreciation of long-term
trends, strategic choices and experience in guiding
and leading management teams to make decisions in
uncertain environments

•    Governance - Experience in developing governance
practices, serving the best interests of all
stakeholders, maintaining board and management
accountability, building long-term effective
stakeholder engagements and driving corporate
ethics and values

•    Finance and Accounting Experience - Experience
in handling financial management along with an
understanding of accounting and financial statement

•    Understanding use of Digital / Information
Technology - Understanding the use of digital /
Information Technology across the value chain,
ability to anticipate technological driven changes &
disruption impacting business and appreciation of
the need of cyber security and controls across the
organization

•    Sales and Marketing - Experience in developing
strategies to grow sales and market share, build
brand awareness and equity, and enhance enterprise
reputation.

The following are the details of respective core skills of Board Members: -

Name of Director

Core Skill

Mr. Narrindra Suranna (DIN: 00060127)

Leadership
Strategy and Planning
Governance

Finance & Accounting Experience
Sales and Marketing

Mr. Ddev Surana (DIN: 08357094)

Leadership
Strategy and Planning

Understanding use of Digital/ Information Technology
Sales and Marketing

Mr. Rajesh Kothari (DIN: 02168932)

Leadership

Strategy and Planning

Finance & Accounting Experience

Understanding use of Digital/ Information Technology

Sales and Marketing

Mr. Samir Kumar Dutta (DIN: 07824452)

Governance

Finance and Accounting Experience

Mrs. Mamta Binani (DIN: 00462925)

Strategy and Planning

Finance and Accounting Experience

Governance

Understanding use of Digital/ Information Technology

Mrs. Ramya Hariharan (DIN: 06928511)

Strategy and Planning
Governance

Finance and Accounting Experience
Understanding use of Digital/ Information Technology

 

30. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT
AND REMUNERATION INCLUDING CRITERIA FOR
DETERMINING QUALIFICATION, POSITIVE ATTRIBUTES,
INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS
AS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178
OF COMPANIES ACT 2013:

Your Company had devised a Policy on Director's
Appointment and Remuneration including criteria
for determining qualification, positive attributes,
independence of the Board and other matters as provided
under sub section 3 of Section 178 of the Companies Act,
2013. The policy, as adopted, was to have an appropriate
mix of executive and independent directors to maintain
the independence of the Board and separate its functions
of governance and management. As of 31st March, 2026,
the Board had 6 members, 3 of whom were executive and
3 were non-executive directors.

The Company's Policy for selection and appointment
of Directors and their remuneration is based on its
Nomination and Remuneration policy which, inter alia,
deals with the manner of selection of the Directors and
Senior Management Personnel, approve and recommend
compensation packages and policies for Directors
and Senior Managements, laying down the process for

effective manner of performance evaluation of Board, its
Committees and the Directors and such other matters as
provided under section 178(3) of the Companies Act, 2013
including any amendment thereto.

The policy of the Company on directors' appointment
and remuneration, including the criteria for determining
qualifications, positive attributes, independence of a
director and other matters, as required under section
178(3) of the Companies Act, 2013 is available on the
company's website under the head 'Policies' at
https://
www.ddevgroup.in/companv-charter. The salient
features of the Nomination and Remuneration Policy of
the Company are outlined in the Corporate Governance
Report forming part of this Annual Report.

Your Directors affirm that the remuneration paid /
proposed to the directors is as per the terms laid out
in the Nomination and Remuneration Policy of the
Company and in compliance with provisions of Section
197(1) of the Companies Act, 2013 read with Schedule
V to the Companies Act, 2013 and Regulation 17(6)(e) of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and as per approvals accorded in this
regard.

31.    INTIMATION FROM DIRECTORS WITH RESPECT TO
SECTION 164(2) AND RULE 14(1) OF COMPANIES
(APPOINTMENT AND QUALIFICATION OF DIRECTORS)
RULE, 2014:

The directors of your Company have given their written
confirmation/declaration, in the prescribed form DIR-
8 stating that they are not disqualified from being
appointed/ continuing as the Directors of the Company,
which have been taken on record by the Board of
Directors.

32.    FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS:

The Company had organized familiarization programmes
for the Independent Directors as per the requirement of the
Companies Act, 2013 and Regulation 25(7) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 and it conducts familiarization programme,
from time to time, for its Independent Director. All
independent directors inducted into the Board attended
the familiarization programme. The Company has
familiarized the Independent Director with the company,
their roles, rights, responsibilities in the company,
domestic and global market and industry scenario,
nature of the industry, in which the company operates
and business model of the company. The Company
endeavors to update the Independent Directors regarding
the company's projects, new ventures, if any, opening
of new office sites or manufacturing units, shutdown/
closure of any manufacturing unit. The directors are also
updated about the changes in statutes/ legislations and
economic environment and other significant matters, if
any, affecting the company, enabling them to take timely
and informed decisions. It also keeps the Independent
Directors informed of any sluggishness in finance/
liquidity problems, if any. Presentations and reports, as
required, are made in Board/Committee meetings where
directors also get opportunity to interact with senior
management / managers and discuss matters or seek
queries. The minutes of the board/committee meetings
are also circulated to the Board for their perusal. The
suggestions received from Independent Directors are
taken note of and informed to the Chairman and Managing
Director who takes suitable measures, if required, on the
suggestions of the Independent Directors. The details
of familiarization programme and attendance thereat is
available on the website of the company under the head
'Policies' and under the tab 'Familiarization Programme
Attendance', respectively at https://www.ddevgroup.in/
company-charter.

33.    STATEMENT INDICATING THE MANNER OF FORMAL

ANNUAL EVALUATION OF THE PERFORMANCE OF
THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL
DIRECTORS:

The Board of Directors, upon recommendation of the
Nomination and Remuneration Committee, have devised a
policy for performance evaluation, which includes criteria
for performance evaluation. It reviews the performance
evaluation criteria annually in accordance with Regulation
4(2)(f)(ii)(9) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time
to time. The Nomination and Remuneration Committee
accordingly carries out an annual evaluation of Board's
performance, and the performance of its Committees
as well as Individual Directors (both Executive and Non
- executive/ Independent Directors) in accordance with
Section 178(2) of the Companies Act, 2013. This involves
receiving inputs from all Committee members. The Board
evaluates the performance of Independent Directors,
pursuant to Regulation 17(10) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 read
with Schedule IV to the Companies Act, 2013.

Pursuant to the provisions of the Section 178(2) of the
Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the formal
annual evaluation was also carried out for the Board's
performance, its committees & Individual Directors.

A structured performance evaluation form was prepared
after taking into consideration inputs received from
the Directors and on the basis of the evaluation
criteria laid down by Nomination and Remuneration
Committee and as reviewed and approved by the Board
of Directors, covering various aspects of the Board's
functioning including adequacy of the composition of
the Board and its Committees, Board culture, execution
and performance of specific duties, obligations
and governance, the effectiveness of its processes,
information, flow of information or instructions and its
functioning.

A separate meeting of Independent Directors was held to
review the performance of Non-Independent Directors,
the performance of the Board of Directors and the
performance of Chairman. The Directors evaluation
was broadly based on parameters such as, meeting
the expectation of stakeholders, guidance and review
of corporate strategy/ risks, participation, Director's
contribution to the Board of Directors and Committee
meetings, including preparedness on the issues to
be discussed as well as meaningful and constructive
contribution and inputs during the meeting and
attendance at Board / Committee meetings, interpersonal

skills. The performance evaluation of the Chairman of the
Company was undertaken by the Independent Directors
considering the views of Executive Directors and Non
-Executive Directors. The Chairman was evaluated on
the key aspects of his role, his contribution to ensuring
corporate governance, leadership qualities, decision
implementation, understanding of market and industry
scenario etc. The Independent Directors also assessed
the quality, quantity and timeliness of flow of information
between the Company's management and the Board.

34. BOARD MEETINGS:

The Board held Six (6) Board Meetings during the financial
year ended 31st March 2026, the details of which are given
in the Corporate Governance Report which is annexed
and forms part of this report. The intervening gap
between two consecutive Board Meetings was within the
period prescribed under the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and as per the Circulars issued by the
Ministry of Corporate Affairs and Securities and Exchange
Board of India, in this regard. During the year under
review, the Board has accepted the recommendations of
the Committees. Details of the Board Meeting have been

given in the Corporate Governance Report.

35.    GENERAL MEETINGS:

The Fifth Annual General Meeting of the Company had
been convened and duly held pursuant to Section 96 of
the Companies Act, 2013 and rules made thereunder on
22nd September 2025.

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

36.    COMMITTEES OF THE BOARD AND ITS MEETINGS:

The Board of Directors has the following Committees:

1.    Audit Committee

2.    Nomination and Remuneration Committee

3.    Stakeholders' Relationship Committee

4.    Corporate Social Responsibility Committee

5.    Risk Management Committee

The consolidated details of the Committees composition
is given below. The details in respect to the Committee
along with their respective composition, number of
meetings and attendance at the meeting are provided in

the Corporate Governance Report, which also forms part of this Report.

Name of the Committee

Member Name

Chairman/Member

Audit Committee

Mr. Samir Kumar Dutta

Chairman

Mrs. Ramya Hariharan

Member

Mr. Rajesh Kothari

Member

Nomination and Remuneration Committee

Mr. Samir Kumar Dutta

Chairman

Mrs. Ramya Hariharan

Member

Mrs. Mamta Binani

Member

Stakeholders' Relationship Committee

Mr. Samir Kumar Dutta

Chairman

Mr. Ddev Surana

Member

Mr. Rajesh Kothari

Member

Corporate Social Responsibility Committee

Mr. Rajesh Kothari

Chairman

Mr. Narrindra Suranna

Member

Mr. Ddev Surana

Member

Mr. Samir Kumar Dutta

Member

Risk Management Committee

Mr. Rajesh Kothari

Chairman

Mr. Narrindra Suranna

Member

Mr. Ddev Surana

Member

Mr. Samir Kumar Dutta

Member

 

Pursuant to the National Financial Reporting Authority ("NFRA") Circular dated 7th January 2026, the Company established a
Those Charged with Governance ("TCWG") forum comprising the members of the Audit Committee and the Executive Director.

 

The TCWG convened two meetings during the audit
process: the first before the commencement of the audit
and the second after its completion, to deliberate on
the audit approach, key findings, observations, and any
issues arising therefrom.

37.    SEPARATE MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met on 10th February 2026,
without the attendance of Non-Independent Directors
and members of the Management. The Independent
Directors reviewed the performance of Non-Independent
Directors and the Board as a whole, the performance of
the Chairman of the Company, taking into account the
views of Executive Directors and Non-Executive Directors
and assessed the quality, quantity and timeliness of flow
of information between the Company, Management and
the Board, that is necessary for the Board to effectively
and reasonably perform its duties.

38.    CODE OF CONDUCT FOR DIRECTOR, SENIOR
MANAGEMENT PERSONNEL AND EMPLOYEES:

Your Company has adopted Code of Conduct ("the Code"
or "CoC") for its Directors and Senior Management.
In terms of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, all Directors and Senior
Management Personnel have affirmed compliance,
respectively, with the code. The Chief Executive Officer
has also affirmed and certified the same, pursuant to
34(3) read with Part D of Schedule V to SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 on the basis of Certification received from Directors
and Senior Managerial Personnel, in terms of Regulation
26(3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, which certification is
provided in the Report on Corporate Governance. The
Company also has in place the Human Resource (HR)
Policy for its employees at all levels, prescribing the code
of conduct for the employees of the company.

The Code of Conduct, in addition to other provisions,
provides that the Directors are required to avoid any
interest in contracts entered into by the Company.
If such an interest exists, they are required to make
adequate disclosure to the Board and to abstain from
discussion, voting or otherwise influencing the decision
on any matter in which the Director concerned has or may
have such interest. The Code of Conduct also restricts
Directors from accepting any gifts or incentives in their
capacity as a Director of the Company, except what is duly
authorized under the Company's Gift Policy. The Code of
Conduct is available on the website of the company under
the head 'Code of Conduct' at https://www.ddevgroup.in/
company-charter.

39.    DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of
the Companies Act, 2013 the Board of Directors of the
company hereby submit its responsibility Statement as
under:

a)    in the preparation of the annual accounts, the
applicable accounting standards had been followed
along with proper explanation relating to material
departures;

b)    the directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of
the company at the end of the financial year and of
the profit and loss of the company for that period;

c)    the directors had taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the company
and for preventing and detecting fraud and other
irregularities;

d)    the directors had prepared the annual accounts on a
going concern basis;

e)    the directors had laid down internal financial controls
to be allowed by the company and that such internal
financial controls are adequate and were operating
effectively; and

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

40.    CHANGE OF REGISTERED OFFICE:

There has been no change in the registered office of the
Company during the period under review.

Pursuant to the provisions of Section 94 of the
Companies Act, 2013 and other applicable provisions, if
any, of the Companies Act, 2013 read with Rule 5(2) of the
Companies (Management and Administration) Rules, 2014
and other relevant rules made thereunder (including any
amendment thereto or enactment thereof for the time
being in force), consent of the members of the Company
was accorded, at its meeting held on 29th September,
2022, to keep, maintain and preserve the Register of
Members, Index of Members, Registers required to be
maintained under Section 88 of the Companies Act, 2013
and rules made thereunder, copies of all Annual Returns
under Section 92 of the Companies Act, 2013 together
with the copies of certificates and documents required
to be annexed thereto or any other register/ documents

as may be required and permitted, at the office of the
Registrar and Share Transfer Agent of the Company viz.
MUFG Intime India Private Limited having Registered
Office at C-101, 01
st Floor, 247 Park, LBS Marg, Vikhroli
(West), Mumbai- 400083 and its Kolkata Branch Office
at Rasoi Court, 5th Floor, 20, Sir, R.N. Mukherjee Road,
Kolkata - 70001. The Registers, Annual Returns and
copies of permitted certificates and documents are kept
and maintained at the RTA'a Kolkata office.

It is further brought to the attention of members that C B
Management Services Private Limited had merged with
MUFG Intime India Private Limited with effect from 08th
May, 2026 in accordance with Order No. RD/WR/Sec.233/
MUFG/AC2438148/2026/226 dated 24th April, 2026,
passed by Regional Director (WR)-I, Mumbai.

41.    DETAILS OF SUBSIDIARY/ASSOCIATE & JOINT VENTURE
COMPANIES:

The Company did not have any Subsidiary, Associate and/
or Joint Venture Companies during the financial year
ended 31.03.2026. However, your company is a subsidiary
of Bbigplas Poly Private Limited which holds 74.99% of
the share capital of the company as at 31st March 2026.

42.    RELATED PARTY TRANSACTIONS:

Your Company has adopted Policy on Related Party
Transactions (RPTs) which is available on Company's
website under the head 'Policies' at https://www.
ddevgroup.in/company-charter. The Audit Committee
reviews the Policy periodically and also reviews and
approves all related party transactions, including RPTs
for which Omnibus approval are accorded, to ensure that
the same are in line with the provisions of applicable laws
and the RPT Policy adopted by the company.

All RPT entered into by the company, during the year
under review, were in ordinary course of business
and at arm's length. Certain transactions, which were
repetitive in nature, were approved through omnibus
route. Further as per provisions of section 188 of the
Companies Act, 2013 and Regulation 24 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, approval of members is required for entering
into related party transactions that are material, and/
or for any modification thereof. There were no material
transactions entered into during the year under review
and the proposed transactions for Financial year 2026¬
27 were not material, hence the approval of members
was not required to be sought for the same. The details
of transactions entered during the period are available in
Note No 41 to the Notes to Financials.

Since there were no material RPTs, the disclosed under
section 134(3)(h) of the Companies Act, 2013, in Form AOC-
2 was not required It is further confirmed that there are

no material-related party transactions entered directly
with the Promoters, Directors or any Key managerial
Personnel, during the year under review, which may have
a potential conflict of interest with the Company at large.

Prior Omnibus Approval has been obtained for
transactions which are of a foreseen and repetitive nature
in the financial year 2026-27, which shall be reviewed by
the Audit Committee periodically. The Audit Committee
and the Board at its respective meeting held on 10th
February 2026 had granted Omnibus Approval for Related
Party Transactions relating to Sales or supply of any goods
or material, directly or through appointment of agent,
Purchase or supply of any goods or material, directly or
through appointment of agent and Other Income mainly
in form of EPR credits and/or technical assistance to
be entered with KIIL for an amount not exceeding ' 50
crores, ' 30 crores and ' 2 crores, respectively, which
shall be reviewed by the Audit Committee and Board at its
meetings.

During Financial Year 2025-26, the Non-Executive
Directors of the Company had no pecuniary relationship
or transactions with the Company other than sitting fees
and reimbursement of expenses, as applicable.

43. STATUTORY AUDITORS:

The Statutory Auditors of the Company, M/s. B. Mukherjee
& Co. (FRN: 302096E), Chartered Accountants, Kolkata,
were appointed as Statutory Auditors of the Company
at the Annual General Meeting held on 08th November
2021, for a period of 5 (five) consecutive years from the
conclusion of the said Annual General Meeting till the
conclusion of sixth Annual General Meeting. Accordingly,
the first term of 5 (five) years of their appointment expires
at the ensuing Annual General Meeting. The Statutory
Auditors have confirmed their eligibility and submitted
the certificate, in writing, that they are not disqualified to
hold office as the Statutory Auditor of the Company and
have consented for being appointed as Statutory Auditors
for a further period of 5 (five) consecutive years from the
ensuing Annual General Meeting, pursuant to applicable
provisions of Section 139 and 141 of the Companies Act,
2013 read with Companies (Audit and Auditors) Rules,
2014.

Fees paid to Statutory Auditors:

The total fee for all services paid by the Company to M/s.
B. Mukherjee & Co. (FRN:302096E) Statutory Auditors, for
the financial year 2025-26 are as follows:

Particulars

Amount (' in Lakhs)

Statutory Audit Fees

3.25

Particulars

Amount (' in Lakhs)

Tax Audit Fees

0.75

Certification Fees

1.25

Any other fees

0.00

Total

5.25

44.    STATUTORY AUDITORS REPORT:

The report of the Auditors pertaining to the Accounts
in respect of the Financial Year 2025-26 read with
Notes on Accounts are self-explanatory and therefore,
do not require any further clarification. There are no
qualifications, reservations or adverse remarks made by
the Auditors in its report pertaining to your company for
the financial year ended 31st March 2026.

45.    DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS UNDER SUB-SECTION (12) OF SECTION 143:

There were no frauds reported by the Auditors under Sub¬
Section (12) of Section 143 of the Companies Act, 2013 for
the financial year ended 31st March 2026.

46.    COST RECORDS AND COST AUDIT REPORT:

Maintenance of cost records and requirement of cost
audit, as prescribed under the provisions of Section
148 (1) of the Companies Act, 2013 read with Rule 4 of
Companies (Cost Records and Audit) Rules, 2014, were
applicable to the Company for the financial year ended
31st March 2026.

The Board of Directors had appointed M/s D. Sabyasachi &
Co. (Membership No. 000369), Cost Accountants, Kolkata,
as the Cost Auditors of the Company for the financial year

2025- 26. *[The Cost Audit Report for the Financial Year
(FY) 2025-26, as issued by them for the said FY does not
contain any qualification, reservation, adverse remark or
observation.]

*Inserted on 10.08.2026 as per discussion at Board
Meeting held on said date

47.    COST AUDITOR:

The maintenance of cost records and requirement of
cost audit, as prescribed under the provisions of Section
148 (1) of the Companies Act, 2013 read with Rule 4 of
Companies (Cost Records and Audit) Rules, 2014, is
applicable to the Company for the financial year ended

2026-    2027. Accordingly, the Board of Directors had, on
recommendation of the Audit Committee, at its meeting
held on 25th May 2026, appointed M/s D. Sabyasachi & Co.
(Membership No. 000369), Cost Accountants, Kolkata, as
the Cost Auditors of the Company for the financial year
2026-27 at remuneration of
' 30,000/- plus taxes and

out-of-pocket expenses, subject to approval of members
of the Company. The ratification of said remuneration
is placed for consideration of members at the ensuing
Annual General Meeting. Resolution and related details on
the proposed ratification of remuneration payable to Cost
Auditors is available in the Notice of 6th Annual General
Meeting. M/s D. Sabyasachi & Co. have also confirmed
that their appointment is within the prescribed limits and
they are free from any disqualifications as provided in
Section 141 of the Companies Act, 2013.

48.    SECRETARIAL AUDIT REPORT:

Pursuant to provisions of Section 204 of the Companies
Act, 2013 read with Rule 9 of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
and Regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the report
of the Secretarial Auditor for the Financial Year 2025¬
26 in Form MR-3 is annexed herewith as
"Annexure 3" to
this Report. The Board had appointed Mr. Ashok Kumar
Daga (Membership No. FCS-2699, COP-2948), Practicing
Company Secretary, to conduct Secretarial Audit for
the Financial Year 2025-26. The report, as issued by the
Secretarial Auditor, is self-explanatory and does not
call for any further comments and does not contain any
qualification, reservation, adverse remark or observation.

49.    SECRETARIAL AUDITOR:

Pursuant to provisions of Section 204 of the Companies
Act, 2013 read with Rule 9 of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
and Regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Secretarial
Audit shall be applicable to the Company for the FY
2026-27. Further, in accordance with the amendments
introduced vide SEBI (Listing Obligations and Disclosure
Requirements) (Third Amendment) Regulations, 2024
effective from 13th December 2024, the appointment
of Mr. Ashok Kumar Daga (Membership No. FCS-2699,
COP-2948), Practicing Company Secretary as the
Secretarial Auditor of the Company was approved by
the members of the company at the Annual General
Meeting held on 22nd September 2026, for a term of of
5(five) years commencing from Financial Year 2025-26,
at remuneration of
' at '45,000/- (Rupees Forty Five
Thousand only), plus applicable taxes and reimbursement
of actual travel and other out-of-pocket costs incurred
in connection with the audit for the financial year 2025¬
26 and at such fees, as may be decided by the Board of
Directors in consultation with the Secretarial Auditor and
being mutually agreed upon plus taxes as applicable and
in addition to reimbursement of actual travel and out of

pocket expenses incurred incidental to their function for
the remaining period of his appointment. Accordingly,
the Board of Directors had, on recommendation of the
Audit Committee, at its meeting held on 25th May 2026,
considered and reviewed the eligibility of Mr. Daga to
continue as Secretarial Auditor for FY 2026-27 at the
same remuneration as considered in FY 2025-26, i.e.
' at '45,000/- (Rupees Forty-Five Thousand only), plus
applicable taxes and reimbursement of actual travel and
other out-of-pocket costs incurred in connection with
the audit, being mutually agreed.

50.    ANNUAL SECRETARIAL COMPLIANCE REPORT:

SEBI Circular No. CIR/CFD/CMD1/27/2019 dated
08.02.2019 introduced that listed companies shall
additionally, on an annual basis, require a check by
Practicing Company Secretary ("PCS") on compliance of
all applicable SEBI Regulations and circulars/ guidelines
issued thereunder, consequent to which, the PCS shall
submit a report to the listed entity. Further, Regulation
24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 also prescribed the
same. As stated above, the members of the company had
appointed Mr. Ashok Kumar Daga (Membership No. FCS-
2699, COP-2948), Practicing Company Secretary, as the
Secretarial Auditor of the company who was authorized
to perform Annual Secretarial Compliance Audit of the
Company for the period of his appointment. The Annual
Secretarial Compliance Report issued by him is annexed
as
"Annexure 4" to this Report and it shall be submitted
to the Stock Exchange as per the requirement of the said
circular and Regulation. The report, as issued by Annual
Secretarial Compliance Auditor, is self-explanatory and
does not call for any further comments and does not
contain any qualification, reservation, adverse remark or
observation.

51.    ANNUAL SECRETARIAL COMPLIANCE AUDITOR:

Pursuant to provisions of SEBI Circular No. CIR/CFD/
CMD1/27/2019 dated 08.02.2019 read with Regulation
24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company shall
be required to submit to stock exchange the Annual
Secretarial Compliance Report for the FY 2026-27.
Further, in accordance with the recent amendments
introduced vide SEBI (Listing Obligations and Disclosure
Requirements) (Third Amendment) Regulations, 2024
effective from 13th December 2024, such report shall
be signed only by the Secretarial Auditor or by a Peer
Reviewed Company Secretary satisfying the prescribed
criteria stated therein. In view of the prescribed
provisions and considering that Mr. Ashok Kumar Daga

(Membership No. FCS-2699, COP-2948), Practicing
Company Secretary had been appointed by members of
the company at the Annual General Meeting held on 22nd
September 2025 for a term of 5 (five) consecutive years
from FY 2025-26, the Board had, on recommendation
of the Audit Committee, at its meeting held on 25th May

2026,    considered and reviewed, his eligibility to continue
as Secretarial Auditor for FY 2026-27 and thereby to
undertake annual secretarial compliance audit.

52.    INTERNAL AUDIT:

The provisions of Section 138 of the Companies Act,
2013 read with Rule 13 of Companies (Accounts) Rules,
2014, are applicable to the Company. Accordingly, the
Board had appointed M/s B. Chakrabarti & Associates,
Chartered Accountants, Kolkata (Firm Registration No.
305048E) as Internal Auditors for the Financial Year 2025¬
26. The internal Auditors have submitted their report on a
quarterly basis to the Audit Committee and Board and the
same was reviewed by it. The suggestions, if any, by the
Internal Auditor were suitably implemented/ directed to
be implemented (incase of last quarter), during the year
under review.

53.    INTERNAL AUDITOR:

The provisions of Section 138 of the Companies Act,

2013    read with Rule 13 of Companies (Accounts) Rules,

2014    pertaining to Internal Audit shall be applicable
on Company for the financial year ended 31st March

2027.    The Board of Directors of your Company had, on
recommendation of the Audit Committee, at its meeting
held on 25th May 2026, appointed M/s B. Chakrabarti
& Associates, Chartered Accountants, Kolkata (Firm
Registration No. 305048E) as Internal Auditors for the
Financial Year 2026-27, on recommendation of Audit
Committee, who had submitted his consent and eligibility
in this regard.

54.    SECRETARIAL STANDARDS:

During the year under review, the Company had complied
with the applicable clauses of Secretarial Standards
issued by the Institute of Company Secretaries of
India (ICSI) and has devised proper systems to ensure
compliance thereto.

55.    PARTICULARS OF EMPLOYEES:

None of the employees, employed during the year, was
in receipt of remuneration, in aggregate of Rupees
1,02,00,000 or more per annum for the financial year 2025¬
26, or ' 8,50,000 or more per month for any part of the
Financial Year, as set out in the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
therefore, no such details have been provided as required
under section 197(12) of the Companies Act, 2013 read
with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of managerial Personnel) Rules, 2014.

The ratio of remuneration of each Director to the
median employee's remuneration and other details in
accordance with sub-section 12 of Section 197 of the
Act, read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
as amended, forms part of this report and is marked as
"Annexure 5"

56.    EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of section 92(3) and 134(3)(a)
of the Companies Act, 2013 read with Rule 12(1) of the
Companies (Management and Administration) Rules,
2014, the annual return for the Financial Year 2025-26
is uploaded on the website of the Company under the
head 'General Meeting' at https://www.ddevgroup.in/
corporate-announcement

57.    DISCLOSURE UNDER SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2013:

Your Company firmly believes in providing a safe,
supportive and friendly workplace environment - a

workplace where our values come to life through the
supporting behaviors. Positive workplace environment
and great employee experience are integral part of
our culture. Your Company continues to take various
measures to ensure a workplace free from discrimination
and harassment based on gender.

Your Company educates its employees as to what may
constitute sexual harassment and in the event of any
occurrence of an incident constituting sexual harassment.
Your Company has created the framework for individuals
to seek recourse and redressal to instances of sexual
harassment. Your Company has a Sexual Harassment
Prevention and Grievance Handling at the Workplace
Policy in place to provide clarity around the process to
raise such a grievance and how the grievance will be
investigated and resolved. As per the requirement of
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules made
thereunder, as amended from time to time, the Company
has in place Internal Complaints Committee (ICC) which
has been setup to redress complaints regarding Sexual
Harassment. There are regular sessions offered to all
employees to increase awareness on the topic and the
Committee and other senior members undergo training
session.

The following is the summary of Sexual Harassment complaints received and disposed off during the year under review

No. of Complaints at the beginning of the Financial Year (i.e. 01.04.2025) -

Nil

No. of Complaints received during the Financial Year (i.e. 2025-26) -

Nil

No. of Complaints disposed off during the Financial Year (i.e. 2025-26) -

Nil

No. of pending at the end of the Financial Year (i.e. 31.03.2026) -

Nil

No. of complaints received after the closure of Financial year till date of report -

Nil

No. of complaints disposed off after the closure of Financial year till date of report -

Nil

No. of pending complaints as on date of report -

Nil

No. of cases that were pending for more than 90 days at any time -

Nil

All employees (permanent, contractual, temporary and trainees) are covered under the captioned Act. Your directors are
pleased to state that working atmosphere of your company is very healthy for male and female employees/ workers.

58. CORPORATE SOCIAL RESPONSIBILITY:

The Company strongly believes in collective and
sustainable development. As part of society, it strongly
follows the values of collective growth. We believe that
we have a responsibility to bring enduring positive
value to the communities we work with. Further, the
provisions of Corporate Social Responsibility ("CSR") as
prescribed in Section 135 of the Companies Act, 2013
read with Companies (Corporate Social Responsibility
Policy) Rules, 2014 ('the CSR Rules') are also applicable

to the Company for the financial year (FY) 2025-26. The
company also has in place the CSR Policy, as adopted by
the board and available on the website of the company
under the head 'Policies' at https://www.ddevgroup.in/
company-charter and has also constituted Corporate
Social Responsibility (CSR) Committee for regulating and
monitoring the CSR Activities. During the FY 2025-26 the
Company was required to expend
' 420.02 Lakhs towards
identified CSR Activities as per the CSR Policy adopted by
the Company, however the Company had spent
' 422.18

lakhs towards identified CSR activities as per the CSR
Policy adopted by the Board. Therefore, the Company had
spent excess amount of
' 2.16 lakhs, which the company
proposes to set off with required CSR expenditure in the
coming year, subject to compliance with Rule 7 of the CSR
Rules. The requisite disclosures required to be made by
the Company in respect to CSR is provided in this report
and marked as
"Annexure 6".

59.    COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:

During the financial year under review, the Company
remained committed to strengthening support for women
employees and ensured compliance with the applicable
provisions of the Maternity Benefit Act, 1961/the Code
on Social Security, 2020, supported by well-established
policies, systems and processes for sustained adherence.

60.    GREEN INITIATIVES:

As a responsible corporate citizen, the Company
supports the 'Green Initiative' undertaken by the
Ministry of Corporate Affairs, Government of India,
enabling electronic delivery of documents including
the Notices, Annual Report, communications etc. to
shareholders at their e-mail address registered with
the Depository Participants ("DPs") and Registrar and
Share Transfer Agent ("RTA"). To support the 'Green
Initiative', shareholders who have not registered their
email addresses are requested to register the same
with the Company's RTA/Depositories for receiving all
communications, including Annual Report, Notices,
Circulars, etc., from the Company electronically.

Ministry of Corporate Affairs has permitted companies
to send electronic copies of Annual Report, notices,
etc. to the registered E-mail addresses of shareholders.
Your Company has accordingly arranged to send the
electronic copies of these documents to shareholders
whose email addresses are registered with the Company/
Depository Participant(s)/ Registrar and Share Transfer
Agent (RTA), wherever applicable. In accordance with the
MCA circulars read with Regulation 36(1) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations"), the Company can send only
electronic copies of notice of AGM and Annual Report on
registered email addresses of the shareholders available
with the company/RTA or the depositories. Hence
physical circulation of notice of AGM and Annual Report
is dispensed with as electronic circulation through
E-mail shall suffice. However, for those shareholders
whose e-mail ids are not available/ registered, a letter
providing the web-link, including the exact path, where
the detail of Annual Report is available, shall be sent to

such shareholders. In accordance with the MCA Circulars,
your company has also adopted the facility of E-Voting at
the AGM in addition to the Remote E-Voting facility that
is provided in accordance with provisions of Section
108 of the Companies Act, 2013 read with Rule 20 of the
Companies (Management and Administration) Rules,
2014 (as amended) and Regulation 44 of SEBI (Listing
Obligations & Disclosure Requirements) Regulations,
2015, as amended, and Secretarial Standards on General
Meetings (SS-2) issued by the Institute of Company
Secretaries of India.

Your company has also taken various energy conservation
measures to support the sustainable development and
environment protection objectives of the Company. The
company has installed rainwater harvesting facilities at
its Units and solar panels at Surangi Unit of the Company
to reduce carbon emissions. We have also taken the
initiative to plant trees at our manufacturing units. Further
details of energy conservation measures adopted by the
company have been discussed in the Annexure 9 being
the Business Responsibility and Sustainability Report
("BRSR") forming part of this report and also Annexure 1
containing the Particulars of Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings
and Outgo as per section 134 (3) (m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 for the year ended 31st March, 2026.

61.    MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Your company has made requisite and relevant
disclosures in the Management's Discussion and Analysis
Report in accordance with provisions of Regulation
34(e) of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015, annexed herewith and
marked as
"Annexure 7". The Management's Discussion
and Analysis forms an integral part of this report and
gives details of the overview, industry structure and
developments, different product groups of the Company,
operational performance of its business segments etc.

62.    REPORT ON CORPORATE GOEVERNANCE:

The Company has taken the requisite steps to comply with
the requisite recommendations concerning Corporate
Governance. The Company is committed to good
corporate governance practices. The report on Corporate
Governance for the financial year ended 31st March 2026,
as per regulation 34(3) read with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, forms part of this Annual Report and is
annexed to this Report and marked as "
Annexure 8". The
requisite Certificate from the Statutory Auditors of the
Company confirming compliance with the conditions of

Corporate Governance forms part of the report.

63.    BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

In Compliance with Regulation 34(2)(f) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the top one thousand listed entities based
on market capitalization, are required to prepare a
Business Responsibility and Sustainability Report on the
environmental, social and governance disclosures. The
company has from last two financial years disclosed the
same on a voluntary basis. Although the reporting was not
applicable to the company during the prior period (i.e. last
two financial years), the company had voluntarily, in view
of better corporate governance principles, submitted the
same. During the financial year under review, the company
availed professional services for gap assessment in the
policies and procedures adopted by the company in order
to streamline the same with BRSR/ Environment Social
and Governance ("ESG") requirements and standards. The
third Business Responsibility and Sustainability Report
of the Company ("BRSR") for the financial year 2025-26 in
the specified format forms part of this Board of Director's
Report and is marked as "
Annexure-9"

64.    HUMAN RESOUCE AND INDUSTRIAL RELATIONS:

The Industrial relations of the Company with its personnel
has continued to be cordial and amicable. Your Directors
acknowledge and appreciate the efforts and dedication
of employees to the Company. Your directors wish to
place on record the co-operation received from the Staff
and Workers, at all levels and at all units.

65.    GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required
in respect of the following items:

1. Issue of Equity Shares with differential rights as to
dividend, voting or otherwise since no such issue
was made during the year under review

2.    Your Company does not have any subsidiaries.
Hence, neither the Managing Director nor the
Whole-Time Directors of your Company received any
remuneration or commission during the year, from
any of its subsidiaries

3.    Since the company does not have any subsidiary/
associate and/or joint venture therefore reporting of
its performance is not applicable.

4.    The details of difference between amount of the
valuation done at the time of one-time settlement
and the valuation done while taking loan from
the Banks or Financial Institutions along with the
reasons thereof is not applicable since the company
has not entered into any such arrangement.

5.    No disclosure with respect to the details of
application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 ("IBC")
during the year along with their status as at the end
of the financial year is required since no application
was filed for corporate insolvency resolution
process, by a financial or operational creditor or by
the Company itself under the IBC before the National
Company Law Tribunal.

66. ACKNOWLEDGEMENT:

Your Directors takes this opportunity to thank the
Financial Institutions, Banks, Central and State
Government authorities, Regulatory authorities, Stock
Exchange and all the various stakeholders for their
continued support, co-operation to the Company and
look forward for their continued support in coming years.

The Board wishes to place on record its sincere
appreciation of the efforts put in by your Company's
employees and workers at all level for their enormous
efforts as well as their collective contribution to the
Company's performance and encouraging results. The
Board also wishes to thank the shareholders, distributors,
vendors, customers and all other business associates for
their support during the year

For Ddev Plastiks Industries Limited

Date: 25.05.2026    Narrindra Suranna (DIN: 00060127)

Place: Kolkata    Chairman and Managing Director