DDev Plastiks Industries Ltd

To

The Members of

The Board of Directors ("Board") have pleasure to present the Fourth Annual Report of Ddev Plastiks Industries Limited ("the Company" or "DPIL") together with the Audited Statements of Accounts for the period commencing from 01.04.2023 to 31.03.2024 ("Financial Year ended 31.03.2024" or "Financial Year 2023-24" or "FY 2023-24").

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 ("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 31^st March 2024 and up to the date of the Board meeting held on 20^th May 2024 to approve this report.

1. FINANCIAL RESULTS:

The performance of the company is summarized below:

( H in Lakhs)

The Financial Statements for the financial year ended on 31^st March, 2024 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 12^th November, 2023, declared interim dividend of H 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 24^th November, 2023, 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 Re 1/-( Rupee One only) per fully paid equity share of face value Re. 1/- (Rupee One only) each) (i.e. @ 100%) to the equity shareholders of the Company, as on record date 21^st September 2024, for the Financial Year ended 31^st March 2024. 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 consolidated dividend payout during the year under review, including interim dividend during financial year 2023-24 and final dividend @ 100% for the financial year 2022-23, as declared at AGM held on 25^th September, 2023 was H 1,552.15 lacs. The dividend payout for the year under review is in accordance with your Company's vision to pay sustainable dividend linked to long-term growth objectives of your Company to be met by internal cash accruals.

The Register of Members and Share Transfer Books of the Company will remain closed for the purpose of payment of dividend for the financial year ended 31^st March 2024 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.

3. BONUS ISSUE:

The Board of Directors had at its meeting held on 16^th May, 2023 proposed issue of Bonus Shares in the ratio 1:10 i.e. 1 (One) Equity share of Re. 1/- (Rupee One Only) each for every 10 (Ten) fully paid up Equity Shares of Re. 1/- (Rupee One Only) each, ignoring fractions, if any, which was approved by the shareholders of the company, vide postal ballot, result whereof was declared on 19^th June, 2023, to be allotted to the shareholders as on 30^th June, 2023, being record date for the purpose. The Bonus shares were duly allotted by 10^th July, 2023 and trading approval accorded by BSE Limited vide its E-letter no. LOD/BONUS/ SV/ 134/ 2023-24 dated 11^th July, 2023 read with BSE Notice No. 20230711-11 of even date, being effective from Wednesday 12^th July, 2023. These shares rank pari-passu to the existing shares in all respects.

4. 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.

5. CAPITAL EXPENDITURE:

During the financial year 2023-24, the Company incurred capital expenditure on account of addition to fixed assets aggregating to H 3,479.42 lakhs (including capital work in-progress and capital advances)

6. CREDIT RATING:

The Company's financial discipline and prudence is reflected in strong credit rating ascribed by CRISIL as under:-

The above ratings were re-affirmed vide CRISIL's Letter dated 28.03.2024, however, the outlook for Long Term Rating has been revised from Stable to Positive. The CRISIL credit rating details of the company under the head ‘Credit Rating' at https:// www.ddevgroup.in/financial-reporting and have also been submitted with the BSE Limited and available on its website at https://www.bseindia.com/stock-share-price/ddev-plastiks-industries-ltd/ddevplastik/543547/corp-announcements/.

7. ECONOMIC OVERVIEW:

Global growth in 2023 continued at an annual rate above 3%. The global economy proved to be more resilient than anticipated, but as desynchronized as predicted, in 2023. The International Monetary Fund (IMF) attributes this to resilience in the United States and several large emerging markets and developing economies, as well as fiscal support in China. At 3.1%, global Gross Domestic Product (GDP) growth surpassed consensus expectations by 1 percentage point (ppt). The IMF's upbeat analysis describes the global economy as beginning its "final descent" toward a soft landing, with inflation steadily declining and growth holding up. This outperformance was even more remarkable in that it occurred despite the fastest monetary policy tightening cycle in four decades, severe banking sector stress, wars in Ukraine and Israel, and a brief but severe tightening of financial conditions in the fall.

The key drivers behind this solid global economic performance were stronger labor market growth supporting a rebound in inflation-adjusted income growth, a delayed rebalancing in the growth mix driven by services, a much less severe drag from tighter monetary policy thanks to healthy household and corporate balance sheets and support from fiscal policy in some economies.

The economic outperformance in 2023 was accompanied by a notable decline in global inflation, but while there would appear to be much to celebrate, most measures of consumer and business morale point to a generally depressed environment. The main reason behind this disconnect can be explained by several factors, including cost fatigue whereby cost levels for goods, services, labor and capital are much higher than before the pandemic, the prevailing recessionary narrative through 2023, and social media amplification of negative news.

The IMF's World Economic Outlook Update for January 2024 projects global growth to be 3.1 percent in 2024 and 3.2 percent in 2025. The 2024 forecast is 0.2 percentage point higher than the October 2023 projection due to greater-than-expected resilience in the United States and several large emerging market economies, as well as fiscal support in China. However, the forecast for 2024–25 remains below the historical average of 3.8 percent. A slight acceleration for advanced economies where growth is expected to rise from 1.6 percent in 2023 to 1.7 percent in 2024 and 1.8 percent in 2025 may be offset by a modest slowdown in emerging market and developing economies from 4.3 percent in 2023 to 4.2 percent in both 2024 and 2025. The Organization for Economic Co-operation and Development (OECD), in its Economic Outlook predicted steady global GDP growth in line with that of IMF. The World Bank's Global Economic Prospects report for January 2024 indicated that global growth is projected to slow for third consecutive year from 2.6% in 2023 to 2.4% in 2024.

The year 2024 began at a critical and delicate juncture. While the global economy has managed to stave off recession, albeit narrowly, it has suffered significant volatility and unpredictability during past years. Devastating conflicts have stoked geopolitical fractures, economic fragmentation and financial turbulence.

Amidst a challenging global scenario, India has emerged as a significant economic and geo-political power. The year 2023 was a landmark year for India as it assumed the presidency of the world's highest profile global economic assembly, the G20, and showcased its economic prowess and diplomatic finesse to the world. Its emphasis on a rule based international order, advocacy for collaboration to solve common issues and commitment to upholding democratic values positions makes it a stabilizing force in an increasingly complex geo-political landscape. India, also herald a new dawn of multilateralism where developing countries take their rightful place in shaping the global narrative by mainstreaming the Global South's concerns in international discourse. The year was also marked by some notable achievements- the inclusion of the African Union into the G20, the launch of critical multistakeholder partnerships such as the Global Biofuel Alliance and Global Initiative on Digital Health, the progress on United Nations Sustainable Development Goals (SDGs), the reform of multilateral development banks and the scaling of digital public infrastructure, demonstrates its ability to build consensus to address global challenges collectively and effectively.

On the economic forefront, India has been a key growth engine for the world, contributing 16% to the global growth in 2023, as per report of World Economic Forum. Despite a contraction in 2020-21 due to the pandemic, India rebounded with agile responses and reforms. In 2023-24, it became the fastest-growing G20 economy, achieving a remarkable 7.3% growth. The United States of America, China, Germany, Japan, and India are the largest economies in the world in 2024, as per their GDP data. India is ranked 5^th in world's GDP rankings in 2024. India's economy boasts diversity and swift growth, fueled by key sectors such as information technology, services, agriculture, and manufacturing. The nation capitalizes on its broad domestic market, a youthful and technologically adept labour force, and an expanding middle class.

The country's actions in the coming years can lay the groundwork for the country to become the third largest economy in the world in the next five years and a developed nation by 2047, setting an example on inclusive, sustainable economic growth, digital development and climate action.

According to the United Nations, India's economy is expected to grow by 6.7% in the calendar year 2024, supported by resilient domestic demand. However, higher interest rates and weaker external demand may continue to weigh on investment and exports. The International Monetary Fund (IMF) also expects India's economy to expand by 6.5% in 2024, compared to 4.6% for China. The Organization for Economic Cooperation and Development (OECD) predicts that India will remain the fastest-growing major economy in 2024, with a growth rate of 6.1%, ahead of China's projected growth rate of 4.7%.

India's economic trajectory remains promising, driven by domestic demand and various growth sectors However, challenges such as interest rates and external demand fluctuations need to be carefully managed to sustain this growth.

The global plastic compounding market is estimated at USD 67.58 billion in 2023 and is expected to reach around USD 133.57 billion in 2033, expanding with a compound annual growth rate (CAGR) of 7.09% from 2024 to 2033 (source-precedenceresearch.com). The growth in the historic period is attributed to growth in end-use industries, the replacement of traditional materials viz natural rubber, wood, metals, glass, concrete etc, a focus on lightweighting, consumer demand for sustainable products and the expansion of the packaging industry. Forecasts indicate a continued strong growth, reaching USD 947.31 billion in 2028, with CAGR of 6.8%. This growth is fueled by circular economy initiatives, the rise in vehicles, a focus on bio-based plastics, urbanization and infrastructure development, advancements in polymer science, public safety measures and stricter regulations on use of plastics/ plastic products. It is in high demand due to its numerous industrial applications and perks, such as easy molding and making the desired shape.

Automobile OEMs have adopted plastics as a substitute for metals such as steel and aluminum for producing automotive components due to regulatory intervention to lower gross vehicle weight to increase fuel efficiency and cut carbon emissions. The packaging industry leans on plastic for its lightweight and durable properties, which also has positive implications for shipping costs. In the building industry, demand for plastics is expanding in flooring, insulation materials, storage tanks, performance safety windows, doors, pipes, and cables. In the electrical and electronics sector, to see strong growth in the next few years. The growth in the forecast period can be attributed to 5G technology deployment, electric vehicle (EV) market expansion, renewable energy integration, smart cities initiatives, upgradation of power grids. Major trends in the forecast period include development of low-smoke zero-halogen (LSZH) compounds, Halogen Free Flame Retardant (HFFR) compounds, demand for high-performance compounds in data communication, focus on lightweight and environmentally friendly materials, integration of nanotechnology for enhanced properties, customized formulations for specific applications.

The growing construction sector is expected to propel the growth of the wire and cable compounds market going forward. The construction sector refers to the sector of industry and trade that deals with creating, maintaining, and repairing infrastructures. Wire and cable compounds are used in the construction sector to provide wires with a high level of insulation and to stop moisture from getting inside power transmission or telecommunication cables.

9. OPERATIONS AND STATE OF COMPANYS AFFAIRS:

During the period under review, the turnover of the Company stood at Rs 2,43,124.37 lacs as against Rs 2,50,374.74 lacs in financial year (FY) 2022-23 ("previous year"). The Revenue from Operations has decreased by almost 3%, on account of correction in prices by almost 20% which has been partly set off by increase in sales volume by 16% as compared to that in the previous year and strategic shift to high margin products. During the year the company also made investment in people, safety, brand and business growth opportunities. Profit before Tax increased by about 74% over previous year to H 24,465.62 Lacs. The Profit after tax as at 31^st March 2024 stood at H 18,166.94 lacs recording an increase of 75% from previous year.

Your Company's performance has been discussed in detail in the Management Discussion and Analysis Report. Your Company does not have any subsidiary or associate or joint venture company as at the end of the financial year under review. However, your company is a subsidiary company of Bbigplas Poly Private Limited which holds approximately 74.15% of the share capital of the company.

The Company is a leading manufacturer of polymer compounds in India with a capacity of 237500 MT per annum as at 31^st March 2024 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 & 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 customer feedbacks 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

Amid the volatile global economic environment, the Indian economy continues to exhibit resiliency thanks to strong domestic demand. In financial year 2025 (‘FY25'), we expect policy continuity including a focus on lifting business investment. Still, GDP growth is likely to slow to around 6.3% in FY25 given global growth concerns and possible delays in fiscal spending due to elections.

The major drivers of growth for the construction market are rapid rates of urbanization and increasing population. The global construction industry can be classified majorly in three types namely residential, commercial and infrastructural. The increasing rate of urbanization in the emerging markets such as China and India and the development of cities are the major drivers for growth of the infrastructural segment. 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 market for wire and cable compound is expected to grow at a CAGR of more than 5% globally during 2024 to 2029. Wire and cable compound provide high quality insulation, jacket to conducting materials, offers high durability, excellent chemical and corrosion resistance and high mechanical stability, flexibility and abrasion resistance to the cable and wire. The growing product application in the construction and power sector has been driving the market growth. The technical advancement in low fire hazard vinyl and teflon wire and cable compound offer great opportunities for the wire and cable compound market over the next five years.

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

During the year, vide approval accorded by shareholders through postal ballot, result whereof was declared on 19^th June, 2023, the Authorized Capital of the company was increased from H 10,15,00,000 (Rupees Ten Crores Fifteen Lakhs only) divided into 101500000 (Ten Crores Fifteen Lakh) Equity Shares of Face Value of Re.1/- (Rupee One only) each to H 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 to accommodate the issue of bonus shares. The company had, at its meeting held on 16^th May, 2023, proposed Bonus Shares in 1:10 ratio i.e. 1(One) Bonus Equity Shares of Re. 1/- (Rupee One only) each for every 10 (Ten) existing Equity Shares of Re. 1/- (Rupee One only) each held by the shareholders, ignoring fractions, if any, approval whereof was accorded by shareholders through postal ballot, as above. The bonus issue was approved to shareholders as on record date i.e. 30^th June, 2023 and accordingly, during the year 9403734 bonus equity shares of Re. 1/- (Rupee One only) each were issued. Trading approval for such bonus shares on BSE was received vide BSE Limited's E-letter no. LOD/BONUS/ SV/ 134/ 2023-24 dated 11.07.2023 read with BSE Notice No. 20230711-11 dated 11.07.2023 and the same was effective from Wednesday 12.07.2023.

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

(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 issued 9403734 bonus shares of Re. 1/- (Rupees One only) during the period under review.

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

The Company proposes not to transfer any amount to Reserves.

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 04^th March, 2022, approving the Scheme of Arrangement between Kkalpana Industries (India) Limited (KIIL) and the Company, it was required to allot shares to shareholders of KIIL as at 08.04.2022. Accordingly, in respect of shareholders of KIIL whose shares were lying in IEPF Account as on 08.04.2022, requisite shares of the company have been transferred to IEPF Account. Dividend payable on such shares have also been transferred to the IEPF Account.

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

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

As at 31^st March 2024 100% of the shareholding of the company was held in dematerialized mode. However, since physical issue of shares was not permitted by the NCLT Order approving the Scheme of Arrangement and as per applicable statutory requirements, the shares to be issued to physical shareholders of Kkalpana Industries (India) Limited ("KIIL" or "Parent company") were transferred to Escrow Account and letters were issued to such holders to update their demat account details with the company/ RTA- C.B. Management Services Pvt. Ltd to enable transfer of related shares from the Escrow Account to such holders. During the year the company had received 34 request aggregating to 21750 equity shares to be transferred from Escrow Account to beneficiary accounts which were duly processed, in Lots.

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) update their demat details with the RTA and claim their shares of the company.

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.

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.

Your Company recognizes that Research & Development ("R&D") plays a vital role in supporting operations as well as future growth. Your Company focuses its attention on development of products that have wide industrial applications, particularly in cable, piping, packaging automotive and footwear industries. Through R&D, it endeavors to increase production, lower cost of production and lower wastage. The Company has in place a sound R&D infrastructure and team to cater to the changing market needs. The R&D team has enabled the company to achieve breakthrough in various applications and procedures which have enabled the achievement of the objectives of the company, development of new and improved products and applications.

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

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

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:

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

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.

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.

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.

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

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.

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

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 longstanding partnership has helped mitigate the impact of this risk on the Company.

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.

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

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

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

The Company believes in conducting its affairs in fair and transparent manner by adopting the highest standards of professionalism,honesty,integrity,andethicalbehavior.Pursuant to the requirement of the Section 177(9) of the Companies Act, 2013, 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 the 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 safe guards 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/ employess 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.

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.

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. 36.

The Company was accorded approval by members of the Company to give loans, guarantees and make investments not exceeding in aggregate H 2000 crores which is in excess of 60% of the aggregate of its paid up share capital, free reserves and securities premium account or 100% of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013 and as may be noted the company has ensured compliance to said limits and approval as accorded.

Your Company has not accepted any deposits under Chapter V of the Act during the financial year and as such, no amount on account of principal or interest on deposits from public is outstanding as on 31^st March 2024.

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'.

The Companies Act, 2013 ("the Act") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("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.

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 31^st March, 2024.

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.

At the Annual General Meeting ("AGM") held on 25^th September, 2023, 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 reappointed 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 longest in the office of directors and eligible to retire by rotation, retires by rotation at the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment.

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 04^th AGM.

The Board has the following as Key Managerial Personnel as at 31^st March 2024: 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

The following Independent Directors are on Board as at 31^st March 2024: 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.

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"

All Independent Directors of the Company have given declarations under Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence, as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). In terms of Regulations 25(8) of the 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 confirmed, respectively, pursuant to Circular No. LIST/COMP/14/2018-19 dated 20.06.2018 issued by BSE Ltd., pertaining to enforcement of SEBI Orders regarding appointment/ re-appointment of Director/Independent Director, that they are not debarred from holding office of Independent Director/ Director by virtue of any SEBI order or any other statutory authority and are not disqualified from being appointed/ continuing as Independent Directors in terms of Section 164 of the Companies Act, 2013. 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.

The Board of Directors is collectively responsible for selection of member on the Board. The Company follows defined criteria for identifying, screening, recruiting and recommending candidates for selection as a Director on the Board. The criteria for appointment 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 enterprise, leading well-governed organization, with an understanding of organizational systems and strategic planning and risk management, understanding of 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:-

Your Company had devised a Policy on Director's Appointment and Remuneration including criteria for determining qualification, positive attributes, independence of the Board 40 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 31^st March, 2024, 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 and such other matters as provided under section 178(3) of the Companies Act, 2013 including any amendment thereto.

The policy of the Company on directors' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under section 178(3) of the Companies Act, 2013 is available on the company's website under the head ‘Policies' at https://www.ddevgroup.in/ company-charter.

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.

The directors of your Company have given their intimation in prescribed form DIR-8 stating that they are not disqualified from being appointed/ continuing as the Directors of the Company.

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, 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. It also keeps the Independent Directors informed of any sluggishness in finance/ liquidity problems, if any. 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 athttps:// www.ddevgroup.in/company-charter.

The Board of Directors, upon recommendation of 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 taking into account 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.

The Board held Seven (7) Board Meetings during the financial year ended 31^st March 2024, 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 SEBI, in this regard. During the year under review, the Board has accepted the recommendations of the Committees. Details of Board Meeting have been given in the Corporate Governance Report.

The Third 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 25^th September 2023.

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

The matters relating to increase in Authorized Capital, Issue of Bonus Shares and approval of material related party transactions for the financial year 2023-24, as proposed by Board at its meeting held on 16^th May, 2023, were considered by the shareholders through Postal Ballot, result whereof was declared on 19^th June, 2023.

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee (constituted on 08.04.2024)

The consolidated details of the Committees composition is given below. The details in respect to the Committee along with their respective composition, number of meetings and attendance at the meeting are provided in the Corporate Governance Report, which also forms part of this Report

The Independent Directors met on 10^th February 2024, without the attendance of Non-Independent Directors and members of the Management except the Company Secretary, who was invited to the meeting for the purpose of providing necessary information, if any, and recording the proceedings of the meeting. 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.

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.

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

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

Pursuant to the provisions of Section 94, 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 29^th September, 2022, to keep, maintain and preserve the Register of Members, Index of Members, Registers required to be maintained under Section 88 of the Companies Act, 2013 and rules made thereunder, copies of all Annual Returns under Section 92 of the Companies Act, 2013 together with the copies of certificates and documents required to be annexed thereto or any other register/ documents as may be required and permitted, at the office of the Registrar and Share Transfer Agent of the Company viz. C B Management Services Private Limited situated at P-22, Bondel Road, Kolkata - 700019 or its any other office within the local limits of the Registered Office of the Company.

The Company did not have any Subsidiary, Associate and/ or Joint Venture Companies during the financial year ended 31.03.2024. However, your company is a subsidiary of Bbigplas Poly Private Limited which holds 74.15% of the share capital of the company as at 31^st March 2024.

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. The approval for entering into material related party transaction relating to sale and/or purchase of goods and materials from Kkalpan Industries (India) Limited (‘KIIL') to the tune of H 300 crores, during the financial year 2023-24 was accorded by the shareholders of the company vide postal ballot, result whereof was declared on 19^th June, 2023. The details of material RPTs, even if it is at arm's length are required to be disclosed under section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 and have accordingly been provided as "Annexure 3" to the report. However, there are no material related party transactions entered directly with the Promoters, Directors or any Key managerial Personnel, during the year under review, which may have a potential conflict of interest with the Company at large.

Prior Omnibus Approval has been obtained for transactions which are of a forseen and repetitive nature in the financial year 2024-25, which shall be reviewed by the Audit Committee periodically.

Further, the Audit Committee and the Board at its respective meeting held on 10^th February, 2024 had granted Omnibus Approval for Related Party Transactions to be entered with KIIL, subject to the same being approved by the members of the Company, in view of same being material related party transaction in accordance with Audited Financials of the Company for the FY 2023-24. Further, the company had also exceeded the approval accorded by members for royalty payment to KIIL for FY 2023-24 by amount of INR 165 Lakhs. Accordingly, the Company is seeking ratification of members in this regard as well as approval for entering into material RPT vide Postal Ballot.

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 08^th November 2021, for a period of 5 (five) consecutive years from the conclusion of the said Annual General Meeting till the conclusion of fifth consecutive Annual General Meeting. The Statutory Auditors have confirmed their eligibility and submitted the certificate in writing that they are not disqualified to hold the office of the Statutory Auditor for the Financial Year 2024-25 and have consented to continue to act as Statutory Auditors for the said period.

The report of the Auditors pertaining to the Accounts in respect of the Financial Year 2023-24 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 31^st March 2024.

There were no frauds reported by the Auditors under SubSection (12) of Section 143 of the Companies Act, 2013 for the financial year ended 31^st March 2024.

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 31^st March 2024.

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 2023-24. *[The Cost Audit Report for the Financial Year 2023-24, as issued by them for the said FY does not contain any qualification, reservation, adverse remark or observation.]

*Inserted on 12.08.2024, as per discussion at Board Meeting held on said date

The maintenance of cost records and requirement of cost audit, as prescribed under the provisions of Section 148 (1) of the Companies Act, 2013 read with Rule 4 of Companies (Cost Records and Audit) Rules, 2014, is applicable to the Company for the financial year ended 2025. Accordingly, the Board of Directors had, on recommendation of the Audit Committee, at its meeting held on 20^th May 2024, appointed M/s D. Sabyasachi & Co. (Membership No. 000369), Cost Accountants, Kolkata, as the Cost Auditors of the Company for the financial year 2024-25 at remuneration of H 30,000/- plus taxes and out of pocket expenses, subject to approval of members of the Company. The ratification of said remuneration is placed for consideration of members at the ensuing Annual General Meeting. 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.

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 2023-24 in Form MR-3 is annexed herewith as "Annexure 4" to this Report. The Board had appointed Mr. Ashok Kumar Daga (Membership No. FCS-2699, COP-2948), Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2023-24. The report, as issued by Secretarial Auditor, is self-explanatory and does not call for any further comments and does not contain any qualification, reservation, adverse remark or observation.

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 2024-25. Accordingly, the Board of Directors had, on recommendation of the Audit Committee, at its meeting held on 20^th May 2024, appointed Mr. Ashok Kumar Daga (Membership No. FCS-2699, COP-2948), Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2024-25, who had submitted his consent and eligibility in this regard.

SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08.02.2019 introduced that listed companies shall additionally, on an annual basis, require a check by Practicing Company Secretary ("PCS") on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, consequent to which, the PCS shall submit a report to the listed entity. Further, Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 also prescribed the same. The Board had appointed Mr. Ashok Kumar Daga (Membership No. FCS-2699, COP-2948), Practicing Company Secretary, to conduct Annual Secretarial Compliance Audit for the Financial Year 2023-24. The Annual Secretarial Compliance Report issued by him is annexed as "Annexure 5" to this Report and it shall be submitted to the Stock Exchange as per the requirement of the said circular and Regulation. The report, as issued by Annual Secretarial Compliance Auditor, is self-explanatory and does not call for any further comments and does not contain any qualification, reservation, adverse remark or observation.

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 2024-25. Accordingly, the Board of Directors had, on recommendation of the Audit Committee, at its meeting held on 20^th May 2024, appointed Mr. Ashok Kumar Daga (Membership No. FCS-2699, COP-2948), Practicing Company Secretary, to conduct Annual Secretarial Compliance Audit for the Financial Year 2024-25, who had submitted his consent and eligibility in this regard.

The provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, became applicable to the Company, in view of its listing on stock exchange. Accordingly, the Board had appointed M/s DKD & Associates, Chartered Accountants, Kolkata (Firm Registration No. 322657E) as Internal Auditors for the Financial Year 2023-24. 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.

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 31^st March 2024. The Board of Directors of your Company had, on recommendation of the Audit Committee, at its meeting held on 20^th May 2024, appointed M/s B. Chakrabarti & Associates, Chartered Accountants, Kolkata (Firm Registration No. 305048E) as Internal Auditors for the Financial Year 2024-25, on recommendation of Audit Committee, who had submitted his consent and eligibility in this regard.

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).

None of the employees, employed during the year, was in receipt of remuneration, in aggregate of Rupees 1,02,00,000 or more per annum for the financial year 2023-24, or H 8,50,000 or more per month for any part of the Financial Year, as set out in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Therefore, no such details have been provided as required under section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014.

The ratio of remuneration of each Director to the median employee's remuneration and other details in accordance with sub-section 12 of Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this report and is marked as "Annexure 6"

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 2023-24 is uploaded on the website of the Company under the head ‘General Meeting' at https://www.ddevgroup.in/Corporate-Announcement

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 a 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. 01.04.2023) - Nil

No. of Complaints received during the Financial Year (i.e. 2023-24) - Nil

No. of Complaints disposed off during the Financial Year (i.e. 2023-24) - Nil

No. of pending at the end of the Financial Year (i.e. 31.03.2024) - 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.

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) 2023-24. The company also has in place the CSR Policy, as adopted by the board and available in 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 2023-24 the Company was required to expend H 139.83 Lakhs towards identified CSR Activities as per the CSR Policy adopted by the Company, however the Company had spent H 150.00 lakhs towards identified CSR activities as per the CSR Policy adopted by the Board. Therefore, the Company had spent excess amount of H 10.17 lakhs, which the company proposes to set off with required CSR expenditure in the coming year, subject to compliance with Rule 7 of the CSR Rules. The requisite disclosures required to be made by the Company in respect to CSR is provided in this report and marked as "Annexure 7".

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

Ministry of Corporate Affairs has permitted companies to send electronic copies of Annual Report, notices, etc. to the registered E-mail addresses of shareholders. Your Company has accordingly arranged to send the electronic copies of these documents to shareholders whose email addresses are registered with the Company/ Depository Participant(s), wherever applicable. In accordance with the MCA and SEBI circulars, issued in view of the COVID-19 pandemic, the Company can send only electronic copies of notice of AGM and Annual Report on registered email addresses of the shareholders available with the company/RTA or the depositories. Hence physical circulation of notice of AGM and Annual Report is dispensed with; electronic circulation through E-mail shall suffice. In accordance with the MCA Circulars and SEBI Circulars, in regards to norms to be followed in view of COVID-19, your company has also adopted the facility of E-Voting at the AGM in addition to the Remote E-Voting facility that is provided in accordance with provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended, and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

Your company has also taken various energy conservation measures to support the sustainable development and environment protection objectives of the Company. The company has installed rainwater harvesting facilities at its Units and solar panels at Surangi Unit of the Company to reduce carbon emissions. We have also taken the initiative to plant trees at our manufacturing units.

. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Your company has made requisite and relevant disclosures in the Management's Discussion and Analysis Report in accordance with provisions of Regulation 34(e) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, annexed herewith and marked as "Annexure 8". The

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.

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. AWARDS AND RECOGNITION:

Your Company was recognized with following prestigious and diverse external accolades in 2023-24:

1. Awarded "Excellence in Exports-Petrochemicals" by Federation of Indian Chambers of Commerce and Industry ("FICCI')

2. Awarded "Excellence in Sub-Sector-Plastics Polymers & Polymer Processing/ Compounding Chemicals" by FICCI

67. 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