Y our Directors are pleased to present the 41^st Annual Report on the business performance and operations
of your Company together with the Audited Financial Statements and the Auditor's Report for the
financial year ended 31^st March, 2025. The consolidated performance of the Company and its Subsidiary
has been referred to whenever required.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY

The summarized Financial Results of the Company for the period ended 31^st March, 2025 are as
follows:

2. BUSINESS SEGMENT

The Company mainly operate in two division viz
Woven Sack Division and Woven Label Division in
which Company derives its sales through
manufacturing PP Febric, PP webbing, PP Yarn
and small and jumbo bags, Jaquard Labels. The
Company has strong global presence and also cater
the need of international market by doing job work.

3. BUSINESS PERFORMANCE
STANDALONE:

During the current period, your Company has total
revenue of Rs. 11808.53 Lakhs as against Rs.
4554.91 Lakhs in the previous year. The Company
has profit of Rs. 574.37 Lakhs as compared to the
Loss of Rs. 276.38 Lakhs in the previous year. The
Company will continue to pursue expansion in
domestic market and international market by
utilizing the resources effectively and thereby
expect to achieve profitability.

CONSOLIDATED:

During the current period, your Company has total
revenue of Rs. 46343.54 Lakhs as against Rs.
29455.55 Lakhs in the previous year. The Company
has profit of Rs. 1341.96 Lakhs as compared to the
profit of Rs. 30.81 Lakhs in the previous year. In the
near future, the Company expects to achieve more
growth.

4. FUTURE OUTLOOK

Though the base of the operations your Company
is low as we are largely doing job work as against
the direct sales, we are continuously working on
achieving better capacity utilizations and

generating direct sales in the Company as against job
work model thereby improving top line as well as
bottom line. For this, we are in the process of taking all
the necessary steps including arranging required
working capital. Further, we are also exploring new
sales geography and working on opportunities of
expanding product portfolio. We are optimistic about
the overall demand of our products.

5. MATERIAL EVENTS DURING THE YEAR UNDER
REVIEW

• The Company has complied with the Minimum Public
Shareholding (MPS) requirements mandated under
Rule 19(2)(b) and 19A of the Securities Contracts
(Regulation) Rules, 1957 ("SCRR") read with regulation
38 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("LODR Regulations") via using
various method(s) i.e. Offer for Sale (OFS) mentioned
in the SEBI Circular No.

SEBI/HO/CFD/PoD2/P/CIR/2023/18 "Manner of
achieving Minimum Public Shareholding" dated 03^rd
February 2023 on Thursday, 25^th January 2024 and it
was undertaken in accordance with the circular bearing
reference number SEBI/HO/MRD/MRD-PoD-
3/P/CIR/2023/10 dated 10^th January, 2023 regarding
the "Comprehensive Framework on Offer for Sale
(OFS) of Shares through Stock Exchange Mechanism"
issued by the Securities and Exchange Board of India,
through the separate designated window of BSE
Limited.

The Shareholding of the Promoter and Promoter Group
in the Company has reduced to 75.00% of the total
Issued, Subscribed and Paid-up Equity Share Capital of
the Company.

All the necessary

compliances / submissions / intimations had
been made by the Company to the Stock
Exchange from time to time.

• The Company has entered into
"Memorandum of Understanding" (MOU)
on 02^nd July, 2024 with Saeed Ghodran
Group, a Company incorporated under the
laws of Saudi Arabia, having its registered
office at Prince Turki Street, Al Kurnaish
Dist. 2193, Al Khobar 34413, Saudi Arabia at
Al Khobar-KSA to establish a Joint Venture
Company in form of a Limited Liability
Company to invest in setting up a Factory to
Manufacture Bopp Woven Bags and Jumbo
Woven Bags.

No other material changes and commitments
have occurred after the close of the financial year
till the date of this report, which affect or is likely
to affect the financial position of the Company.

6. DIVIDEND

With a view to loss during the year under review,
the Directors are not recommending any dividend
for the year (Previous year Nil).

The Company on voluntary basis has adopted the
Dividend Distribution Policy and the said policy
is available on the website of the Company at
www.hpbl.in/investor.

There is no unclaimed/unpaid Dividend with the
meaning of the provisions of Section 125 of the
Companies Act, 2013.

7. TRANSFER TO RESERVES

For the financial year ended 31^st March, 2025, the
Company had not transferred any sum to the
reserve.

8. CHANGE IN NATURE OF BUSINESS

The Company continue to operate in mainly two
segments viz Woven Sack Division and Woven
Label Division and there has been no change in
the nature of Business of Company.

9. SHARE CAPITAL

Currently, the Company has two classes of shares:

(A) Equity Shares of face value of Rs. 10 each

(B) Preference Share capital of Rs. 100 each

The authorized share capital of the Company is Rs.
21,00,00,000/- divided into 1,60,00,000 equity shares of Rs.
10/- each. and 5,00,000 0.01% Cumulative Redeemable
Preference shares of Rs. 100/- each.

The Paid-up Share capital of the Company consist of only
Equity share capital of Rs. 10,67,48,370/- divided into
1,06,74,837 equity shares of Rs. 10 each.

There has been no change in the authorised, issued,
subscribed and paid-up Share Capital of the Company
during the year under review.

10. DEMATERIALIZATION OF SHARES

99.98% of the Company's paid-up Equity Share
Capital is in dematerialized form as on 31^st March,
2025 and balance 0.02% is in physical form. The
Company's Registrar is M/s. Bigshare Services
Pvt Ltd. having office at A-802, Samudra
Complex, Near Girish Cold Drinks, Off C. G.
Road, Navrangpura, Ahmedabad - 380009.

11. PUBLIC DEPOSITS

There was no outstanding deposit within the meaning
of Section 73 and 74 of the Act read with rules made
thereunder at the end of the financial year 2024-25 or
the previous financial years. Your Company did not
accept any deposit during the year under review.

12. PARTICULARS OF LOANS, GURANTEES OR
INVESTMENTS

Particulars of Loans/Guarantees/Investments made
by the Company are provided in Note Nos. 4, 9 and 12
of the Notes to the Standalone Financial Statements.

13. SUBSIDIARIES, JOINT VENTURES, ASSOCIATE
COMPANIES AND LLPS

The Company has formulated the policy for
determining material subsidiaries. The policy is
available on company's website

www.hpbl.in/investor.

Pursuant to Rule 5 of the Companies (Accounts) Rules,
2014, a statement containing the salient features of the
financial statement of the Company's Subsidiary/Joint
Ventures/Associate Companies of the Company,
bringing out the highlights of their performance,
appears in Form AOC-1 at Annexure - A to this report.

The Board of HCP Plastene Bulkpack Limited or
its duly constituted committees also have
oversight at the affairs of subsidiary and regularly
review various information w.r.t. the subsidiary
companies that inter-alia includes:

• Review the financial statements;

• Review of material developments,
financial and operating performance and
strategies;

• Review of significant transactions or
arrangements entered into by the unlisted
subsidiaries;

• Review of utilisation of funds and details
of investment and advances by the
subsidiary;

• Prior recommendation on strategic / long¬
term investments, loans, guarantees,
acquisitions or disinvestment by
subsidiary;

• Noting of minutes of the board meeting
and;

• Noting of key internal audit findings.

14. TRANSFER OF UNDERTAKING BY WAY OF
A SLUMP SALE ON A GOING CONCERN
BASIS

During the year under review, there was no any
transfer of undertaking by way of a slump sale on
a going concern basis.

15. LISTING WITH STOCK EXCHANGE

The Company confirms that it has paid the
Annual Listing Fees for the year 2025-2026 to BSE
Limited, Stock Exchange where the Company's
shares are listed.

16. MANAGEMENT DISCUSSION AND
ANALYSIS

The Management Discussion and Analysis Report
for the year under review, as stipulated under the
SEBI Listing Regulations, is presented in section
forming part of this Annual Report.

17. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

As of 31^st March, 2025, Company's Board had Six
Directors consisting of One Executive Director, One
Non-Executive Director, Four Independent Directors
The Board has One Woman Independent Director. The
details of Board and Committee Composition, Tenure
of Directors, areas of expertise and other details are
available in the Corporate Governance Report which
forms part of this Annual Report.

In accordance with the provisions of Section 152 of the
Act, read with rules made thereunder and Articles of
Association of the Company. Mr. Prakash Parekh (DIN:
00158264), Director of the Company is liable to retire by
rotation at the ensuing Annual General Meeting (AGM)
and being eligible offers himself for re-appointment.

During the year Ms. Khusboo Goyal had been resigned
as a Company Secretary and Compliance Officer of the
Company w.e.f. 20^th November, 2024 and Ms. Shweta
Jhawar had been appointed as a Company Secretary
and Compliance Officer of the Company w.e.f. 27^th
February, 2025.

Other changes in the Directors and KMPs were already
reported in previous Directors' Report.

The Board recommends the appointment/re-
appointment of above Directors for your approval.
Brief details of Directors proposed to be appointed/re¬
appointed as required under Regulation 36 of the SEBI
Listing Regulations provided in the Notice of the
ensuing AGM.

18. DECLARATION BY INDEPENDENT DIRECTOR

All Independent Directors have submitted requisite
declarations confirming that they (i) continue to meet
the criteria of independence as prescribed under
Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations and are Independent and (ii)
continue to comply with the code of conduct laid down
under Schedule IV of the Act. Details of the same have
also been provided in the report of Corporate
Governance, which forms part of this report.

The Directors have further confirmed that they are not
debarred from holding the office of Director under any
SEBI order or any other such authority.

19. COMMITTEES OF BOARD

As on the date of this report the Board has the
following Committees:

• Audit Committee

• Nomination and Remuneration
Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility

Committee

• Management Committee

All the recommendations made by the Board
Committees including the Audit Committee were
accepted by the Board.

20. NUMBER OF MEETING OF THE BOARD

The Board of Directors met 5 (Five) times during
the year under review. The details of Board
Meetings and the attendance of the Directors are
provided in the Corporate Governance Report
which forms part of this Annual Report.

21. INDEPENDENT DIRECTOR'S MEETING

The Independent Directors met on 12^th February,
2025 without the attendance of Non-Independent
Directors and Members of the Management. The
Independent Directors reviewed the performance
of Non-Independent Directors, the Committees
and the Board as a whole along with the
performance of the Chairman of the Company,
taking into account the view of Executive
Directors and assessed the quality, quantity, and
timeliness of flow of information between the
management and the Board that is necessary for
the Board to effectively and reasonably perform
their duties.

22. BOARD EVALUATION

The Board adopted a formal mechanism for
evaluating its performance and as well as that of
its Committees and Individual Directors
including the Chairman of the Board. The exercise
was carried out through a structured evaluation
process covering various aspects of the Boards
functioning such as composition of the Board and
Committees, experience and competences,
performance of specific duties and obligations,
contribution at the meetings and otherwise,
Independent Judgement, Governance Issues etc.

At the Board Meeting that followed the above
mentioned meeting of the Independent Directors, the
performance of the Board, its Committees and
Individual Directors was also discussed. Performance
evaluation of Independent Directors was done by the
entire Board, excluding the Independent Directors
being evaluated.

23. NOMINATION, REMUNERATION AND BOARD
DIVERSITY POLICY

The Board has, on the recommendation of the NRC,
framed a Nomination, Remuneration and Board
Diversity Policy ('NRC Policy') for selection,
appointment and remuneration of Directors, Key
Managerial Personnel and Senior Management
Employees and other matters as provided under
Section 178(3) of the Act read with Part D of Listing
Regulations. The remuneration paid to the Directors is
as per the terms laid out in the Nomination and
Remuneration Policy of the Company.

The Nomination and Remuneration Policy is applicable
to all the Directors, Key Managerial Personnel and
Senior Management Personnel of the Company.

The Policy provides guidance on:

1. Selection and Nomination of Directors to the Board
of the Company;

2. Appointment of the Senior Management Personnel
of the Company; and

3. Remuneration of Directors, Key Managerial
Personnel and Senior Management Personnel.

The said policy is available on the website of the
Company at www.hpbl.in.

24. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of their knowledge and ability,
state the following:

a. That in the preparation of the Annual Financial
Statements, the applicable accounting standards
have been followed along with proper explanation
relating to material departures, if any;

b. That such accounting policies have been selected
and applied consistently and judgement and
estimates have been made that are reasonable and
prudent so as to give a true and fair view of the state
of affairs of the Company as at 31^st March, 2025 and
of the loss of the Company for the year ended on
that date;

c. That proper and sufficient care has been taken
for the maintenance of adequate accounting
records in accordance with the provisions of
the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and
detecting fraud and other irregularities;

d. That the Annual Financial Statements have
been prepared on a going concern basis;

e. That proper internal financial controls were in
place and that the financial controls were
adequate and were operating effectively;

f. That proper systems to ensure compliance
with the provisions of all applicable laws were
in place and were adequate and operating
effectively.

25. EMPLOYEE STOCK OPTION PLAN

The Company has neither granted any options
during the financial year 2024-25 under the
Plastene Group Employee Stock Option Plan-2022
nor formulated/approved other Employee Stock
Option Plan.

26. INTERNAL FINANCIAL CONTROLS
SYSTEM AND THEIR ADEQUACY

The Company has laid down an adequate system
of internal controls, policies and procedures for
ensuring orderly and efficient conduct of the
business including adherence to the Company's
policies, safeguards of its assets, prevention and
detection of frauds and errors, accuracy and
completeness of the accounting records and
timely preparation of reliable financial disclosure.

27. RISK MANAGEMENT

The Board of your Company has adopted Risk
Management Plan to create and protect
Shareholder's value by identifying and mitigating
major operating and external business risk.
Currently, the Board is responsible for reviewing
the risk management plan and ensuring its
effectiveness.

The Company recognizes that the emerging and
identified risks need to be managed and mitigated to (a)
protect its Shareholders and other Stakeholder's
interest (b) achieve its Business Objectives and (c)
enable Sustainable Growth.

The details of various risks that are being faced by the
Company are provided in Management Discussion and
Analysis Report which forms part of this Report.

28. BOARD POLICIES

The details of the policies approved and adopted by the
Board as required under the Companies Act, 2013 and
Securities and Exchange Board of India (SEBI)
Regulations are provided in Annexure - B to this
report.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social
Responsibility (CSR) Committee and framed a CSR
Policy. The brief details of CSR Committee are
provided in the Corporate Governance Report which
forms part of this Annual Report. The updated CSR
Policy is available on the website of the Company at
www.hpbl.in.

The Chief Financial Officer of the Company has
certified that due to loss reported in the immediate
preceding financial year, the amount towards CSR
expenditure has not been required to spend for the
financial year 2024-2025 as per the provision of Section
135 of the Companies Act, 2013. Hence, your Company
has not spent any amount towards CSR expenditure in
view of loss.

The Annual Report on CSR activities is annexed to this
Report as Annexure -C.

30. CORPORATE GOVERNANCE REPORT

Company is committed to good Corporate
Governance practices. The Corporate Governance
Report, as stipulated by the SEBI Listing
Regulations, form part of this Annual Report
along with the required Certificate from Statutory
Auditors regarding compliance of the conditions
of Corporate Governance.

In compliance with Corporate Governance
requirements as per the SEBI Listing Regulations,
Company has formulated and implemented a
code of Business Conduct for all Board Members
and Senior Management Personnel of the
Company who have affirmed the compliance
thereto. The said code of conduct is available on
the website of the Company at www.hpbl.in.

31. ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft
Annual Return as on 31^st March, 2025, prepared in
accordance with Section 92(3) of the Act is made
available on the website of the Company and can
be assessed using the link www.hpbl.in.

32. BUSINESS RESPONSIBILITY REPORT

As stipulated under the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
the Business Responsibility Report describing the
initiatives taken by the Company from an
environmental, social and governance perspective
is not applicable to your Company as per the
exemptions provided under SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015.

33. VIGIL MECHANISM

The Company has a Whistle Blower Policy which
lays down the process to convey genuine concerns
and seek resolution towards the same without
fear of retaliation.

A detailed update on the functioning of the
Whistle Blower Policy and weblink of the policy
has been provided in the Report on Corporate
Governance.

34. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Act read with
Rule 8 of the Companies (Accounts) Rules, 2014, as
amended, is provided as Annexure - D of this Report.

35. RELATED PARTY TRANSACTION

All Contracts/ arrangements/ transactions entered by
the Company during the financial year with related
parties were in its ordinary course of business and on
an arm's length basis. The relevant details with regard
to the Related Party Transactions are provided in
Annexure - E to this report.

The Policy on Materiality of Related Party Transactions
and on dealing with Related Party Transactions as
approved by the Board is available on the Company's
website and can be accessed at www.hpbl.in.

During the year under review, the policy on Materiality
of Related Party Transactions and on dealing with
Related Party Transactions was amended to align it
with the amendments in the Listing Regulations.

36. PARTICULARS OF EMPLOYEE

Information required under section 197(12) of the Act
read with Rule 5(1), 5(2), 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided in Annexure -F to
this Report.

37. INTERNAL AUDITORS, AUDIT REPORT AND
COMPLIANCE

In terms of the provisions of Section 138 of the
Companies Act, 2013 read with Rule 13 of the
Companies (Accounts) Rules, 2014, M/s. BDO India
LLP was appointed as Internal Auditors of the
Company for the financial year 2024-25, who regularly
carries out the Internal Audit of the Company.

All Audit Reports are regularly placed before the Audit
Committee at Committees' meetings. After providing
due explanations, the Company adopts the final
suggestions and necessary effects are given in
accounting process and system of the Company. There
are no qualifications, reservations or adverse remarks
or disclaimer made by the Internal Auditors in their
Reports.

38. STATUTORY AUDITORS & THEIR REPORT

M/s. Ashok Dhariwal & Co., Chartered
Accountants, Ahmedabad (Firm Registration No.
100648W) were re-appointed as the Statutory
Auditor of the Company at the 38^th AGM held on
26^th September, 2022 to hold the office till the
conclusion of the 43^rd AGM to be held in year
2027.

The Statutory Auditor's Report does not contain
any qualification, reservation, adverse remarks or
observations.

39. SECRETARIAL AUDITOR AND THEIR
REPORT

M/s. SCS & Co. LLP, Practicing Company
Secretaries, was appointed as the Secretarial
Auditor for the financial year ended 31^st March,
2025. The Secretarial Auditor have furnished their
report annexed as Annexure - G to this report.

Further, in compliance with Regulation 24A of the
Listing Regulations, the Annual Secretarial
Compliance Report issued by the Secretarial
Auditor was submitted to the Stock Exchange(s)
within the statutory timelines.

According to the Secretarial Audit Report and the
Annual Secretarial Compliance Report, the
following observations were made and
management responded accordingly.

The Board of Directors has appointed M/ s. SCS & Co. LLP,
Practicing Company Secretaries to conduct the Secretarial
Audit of the Company for the FY 2024-25. They have
confirmed their eligibility for the said re-appointment.

40. COST AUDITOR AND THEIR REPORT

Provisions of Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit)
Rules, 2014 are not applicable to the Company during
the financial year under review.

41. PREVENTION OF INSIDER TRADING

The Company has adopted a code of prevention of
Insider Trading with a view to regulate trading in
Securities by the Directors and the Designated Persons
of the Company. The code requires pre-clearance for
dealing in the Company's Shares and prohibits the
purchase or sale of Company's Shares by the Directors
and Designated Persons while in possession of
unpublished price sensitive information in relation to
the Company and during the period when the Trading
Window is closed.

During the period under review, the Company
Secretary and Compliance Officer of the Company has
given Pre-clearance to the Promoter and Promoter
Group to sale of Shares/Securities of the Company in
the Open Market to comply with the Minimum Public

42. SIGNIFICANT AND MATERIAL ORDER

There are no significant and material orders
passed by the regulators or courts or tribunals
impacting the going concern status of the
Company's operation in future.

43. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory
Auditors and Secretarial Auditor have not
reported any instances of fraud committed against
Company by its officers or employees to the Audit
Committee or the Board under Section 143(12) of
the Act.

44. SECRETARIAL STANDARD

During the year under review, Company has
complied with all the applicable provisions of
Secretarial Standard-1 and Secretarial Standard-2
issued by the Institute of Company Secretary of
India.

45. INSURANCE

Company has taken appropriate insurance for all
assets against foreseeable perils.

46. PREVENTION OF SEXUAL HARASSMENT
AT WORKPLACE

As per the requirement of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013 and rules made
thereunder, Company has constituted Internal
Complaints Committees (ICs) at all relevant
locations across India to consider and resolve the
complaints related to sexual harassment. The ICs
includes external members with relevant
experience. The ICs presided by senior women,
conduct the investigations and make decisions at
the respective locations. The ICs also work
extensively on creating awareness on relevance of
sexual harassment issues, including while
working remotely.

During the year under review, there were no
complaints pertaining to sexual harassment.

Shareholding (MPS) requirements as per Rule 19(2) and
Rule 19A of the Securities Contracts (Regulation) Rules,
1957, Regulation 31 of SEBI (ICDR) Regulations, 2018
and Regulation 38 of SEBI (LODR) Regulations, 2015 (as
amended from time to time).

47. DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER INSOLVENCY
AND BANKRUPTCY CODE, 2016

During the year under review, neither any application
was made nor any proceedings were pending under
Insolvency and Bankruptcy Code, 2016.

48. ACKNOWLEDGEMENT

Your Director place on record their sincere thanks to
bankers, business associates, consultants, employees
and various Government Authorities for their
continued support extended to your Company's
activities during the year under review. Your Director
also acknowledge gratefully the Shareholders for their
relentless support and confidence reposed on the
Company.

For and on behalf of the Board of Directors
HCP Plastene Bulkpack Limited

Sd/-
Anil Goyal
Chairman

Date: 25^th August, 2025
Place: Ahmedabad