Pyramid Technoplast Ltd

To

The Members,

Your Directors are pleased to present the 26^th Annual Report of Pyramid Technoplast Limited (Formerly known as Pyramid Technoplast Private Limited ("Pyramid or the Company") together with the audited financial statements for the year ended March 31, 2024.

FINANCIAL SUMMARY AND HIGHLIGHTS:

(Rs in lakhs)

STATE OF THE COMPANY'S AFFAIRS:

Your Company is an industrial packaging Company engaged in the business of manufacturing polymer based moulded products (Polymer Drums) mainly used by chemical, agrochemical, speciality chemical and pharmaceutical Companies for their packaging requirements.

The Company specialize in rigid Intermediate Bulk Containers (IBCs), Polymer Drums and Mild steel drums ("MS Drums") used by the chemical, agrochemical, specialty chemical, and pharmaceutical industries and is one of the leading manufacturers of rigid Intermediate Bulk Containers (IBC) in India. IBCs are industrial-grade containers engineered for the mass handling, transport, and storage of liquids, semi-solids, pastes, or solids. Rigid IBCs are manufactured across a volume range which is in between that of standard shipping drums and intermodal tank containers, hence the title intermediate bulk container.

Pyramid operates across 7 manufacturing units with capacities of 23,514 MTPA for Polymer Drums, 420,000 Units of IBC, and 10,800 MTPA for MS Drums.

During the year under review, the Company has earned total revenue of H 53,242.26 lakhs in comparison to H 48,002.51 lakhs during the previous year.

The Company has earned net profit of H 2,934.22 lakhs in comparison to net profit of H 3,176.08 during the previous year.

TRANSFER TO RESERVE:

There is no amount proposed to be transferred to any reserves for the Financial Year ("FY") 2023-24.

DIVIDEND:

Considering the need for conserving the funds for future business growth, your Directors have not recommended any dividend for the FY 2023-24.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed Dividend in the books or any Unpaid Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 ("The Act") does not apply to your Company.

CHANGE IN NATURE OF BUSINESS:

There has been no change in the business of the Company during the FY ending March 31, 2024.

SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY:

As on March 31, 2024, Company doesn't have any Subsidiary, Joint Venture and Associate Companies.

Pursuant to the provisions of Section 129(3) of the Act, a report on the performance and financial position of the subsidiary, associate and joint venture in Form AOC-1 is not applicable to the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company, which has occurred between

the end of the FY for the Company i.e. March 31, 2024, and the date of this Board's Report.

SHARE CAPITAL:

As of date of this report the authorized share capital of the Company is H 40,00,00,000/- (Rupees Forty Crore Only) divided into 4,00,00,000 (Four Crores Only) Equity Shares having face value of H 10/- (Rupees Ten Only).

Further, in the month of August 2023, the Company offered up to 92,20,000 equity shares of face value of Rs 10 each ("equity shares") for cash at a price of H 166 per equity share (including a premium of H 156 per equity share) ("offer price") aggregating up to H 15,305.20 lakhs through an Initial Public Offer (IPO).

The offer comprises fresh issue of up to 55,00,000 equity shares aggregating up to H 9130.00 lakhs ("fresh issue") and an offer for sale of up to 37,20,000 equity shares by selling shareholder of the Company aggregating up to H 6175.20 lakhs ("OFS").

The Company got listed on August 29, 2023 on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE").

During the FY under review, the Company has not bought back any of its securities or issued any Sweat Equity Shares or issued any differential voting rights shares or provided any Stock Option Scheme to the employees.

LISTING ON BSE LIMITED AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED:

The equity shares of the Company continue to remain listed on BSE Limited and National Stock Exchange of India Limited (collectively "Stock Exchanges").

The listing fees for FY 2024-25 have been paid to the Stock Exchanges.

ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Act, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return has been uploaded on the Company's website on https://pyramidtechnoplast.com/wp-content/uploads/2024/07/Annual-Return_2023-24.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of the Company is duly constituted in accordance with the requirements of the Act read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

A) Directors:

In accordance with the provisions of Section 152 of the Act and the Company's Articles of Association, Mrs. Madhu Jaiprakash Agarwal (DIN: 02267682) is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible offers herself for re-appointment.

The Board recommends the re-appointment of Mrs. Madhu Jaiprakash Agarwal for the consideration of the Members of the Company at the ensuing AGM. The relevant details, including the profile of Mrs. Madhu Jaiprakash Agarwal is included separately in the Notice of AGM.

As on the date of this Report, the Company's Board comprises of six (6) Directors, out of which, three (3) are Non- Executive Independent Directors including one (1) Woman Director. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations and with the provisions of the Act.

During the FY, Mr. Sudhir Varma resigned from the post of Independent Director on the Board of the Company w.e.f. June 1, 2023.

B) Independent Directors:

All Independent Directors of the Company have given declarations under Section 149(7) of the Act that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) and other applicable provisions of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. In the opinion of the Board, the Independent Directors fulfill the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1)(b) and other applicable provisions of the SEBI Listing Regulations.

The terms and conditions of appointment of the Independent Directors are placed on the website of the Company at https:// pyramidtechnoplast.com/wp-content/uploads/2024/01/ Terms-and-Conditions-of-Appointment-of-ID.pdf

In compliance with the requirement of SEBI Listing Regulations, the Company has put in place a familiarization programme for the independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model, etc. The details of familiarisation programme are explained in the Corporate Governance Report and the same are also available on the website of the Company at https://pyramidtechnoplast.com/ wp-content/uploads/2024/01/Familiariza.pdf

C) Key Managerial Personnel:

Pursuant to the provisions of Sections 2(51) and 203 of the Act, read with the Rules framed thereunder, the following are the Key Managerial Personnel of the Company:

- Mr. Bijaykumar Agarwal, Chairman & Managing Director

- Mr. Jaiprakash Bijaykumar Agarwal, Whole Time Director & CFO

- Mrs. Madhu Jaiprakash Agarwal, Whole Time Director

- *Ms. Zoya Jahur Shaikh, Company Secretary & Compliance Officer

* During the FY, Mr. Chandrakant Joge was resigned as Company Secretary and Compliance Officer of the Company w.e.f. January 6, 2024, and Ms. Zoya Jahur Shaikh was appointed as Company Secretary and Compliance Officer of the Company w.e.f. January 7, 2024.

D) Committees of the Board:

The Company has Five Board Committees as on March 31, 2024:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship Committee

4) Corporate Social Responsibility Committee

5) Finance Committee

During the year, all recommendations made by the committees were approved by the Board.

Details of all the committees along with their main terms, composition and meetings held during the year under review are provided in the Report on Corporate Governance, a part of this Annual Report.

E) Nomination and Remuneration Policy:

The Board of Directors has framed a policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel, Senior Management, and other employees of the Company ("Policy"). The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non- executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The Policy also provides the criteria for determining qualifications, positive attributes and independence of Director and criteria for appointment of Key Managerial Personnel/Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors whilst taking a decision on the potential candidates.

The salient features of the Nomination and Remuneration Policy of the Company are outlined in the Corporate Governance Report which forms part of this Annual Report. The Policy is also available on the website of the Company at https://puramidtechnoplast.com/wp-content/ uploads/2023/04/Nomination-and-Remuneration-Policy.pdf

F) Whistle Blower Policy /Vigil Mechanism:

As per the provisions of Section 177(9) and (10) of the Act and Regulation 22 of the Listing Regulations, the Company has adopted a Whistle Blower Policy for establishing a vigil mechanism for Directors and Employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct and provide adequate safeguards against victimisation of persons who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in appropriate or exceptional cases. The said policy has been hosted on the Company's website at https:// puramidtechnoplast.com/wp-content/uploads/2024/01/ Vigil-Mechanism-P.pdf

G) Performance Evaluation:

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors. The manner in which the evaluation was conducted by the Company and evaluation criteria have been explained in the Corporate Governance Report which forms part of this Annual Report.

The Board of Directors has expressed its satisfaction with the evaluation process.

H) Number of Meetings of the Board:

Sixteen (16) Board meetings were held during the financial year 2023-24. The intervening gap between the meetings was within the period prescribed under the Act and SEBI Listing Regulations. The details of meetings of the Board held during the financial year 2023-24 forms part of the Corporate Governance Report.

I) Remuneration of Directors, Key Managerial Personnel and Senior Management:

The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the Listing Regulations. Further details on the same are given in the Corporate Governance Report which forms part of this Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act, the Directors of the Company state and confirm that:

a. in the preparation of the annual accounts for FY 2023-24, the applicable accounting standards had been followed and there are no material departures from the same.

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 as at March 31, 2024 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 this Act 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 followed 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.

PARTICULARS OF LOANS, GUARANTEE, AND INVESTMENTS:

The particulars of loans, guarantees and investments as per Section 186 of the Act read with the Companies (Meeting of Board and its powers) Rules, 2014 as on March 31, 2024, have been disclosed in the Notes to the Financial Statements of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

As a part of its initiative under the Corporate Social Responsibility ("CSR") drive, the Company, through the Corporate Social

Responsibility Committee of Board of Directors, has undertaken projects in accordance with Schedule VII of the Act and the Company's CSR policy. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed and marked as "Annexure-I" which forms a part of this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Section 134(3)(m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 requires disclosure of the particulars regarding conservation of Energy and Technology absorption. The Company on continues basis undertakes programs of conserving energy. The details of the same are as follows:

Conservation of Energy:

Technology absorption:

Foreign Exchange Earnings/ Outgo:

The details of Foreign Exchange Earnings and outgo are as follows:

Rs in lakhs

RISK MANAGEMENT:

The Audit Committee has been delegated the responsibility for monitoring and reviewing risk management, assessment and minimisation procedures, developing, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks which the Company may be exposed to.

APPLICATION / PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, no application was made under Insolvency and Bankruptcy Code, 2016 by or against your Company and no proceeding is pending under IBC.

DISCLOSURE ON ONE TIME SETTLEMENT:

During the year under review, there was no instance of one- time settlement with banks or financial institutions; hence the requirement to disclose the details of one time settlement is not required by the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review, there are no significant material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

A) Statutory Auditors & their Report:

Pursuant to the provisions of Section 139 of the Act and rules made thereunder, M/s. Banka & Banka, Chartered Accountants (Firm Registration No. 100979W) were appointed as Statutory Auditor of the Company at the 24^th AGM held on September 30, 2022, for a period of four (4) consecutive years from the conclusion of that AGM till the conclusion of the 27^th AGM.

M/s. Banka & Banka, Chartered Accountants have submitted their Report on the financial statements of the Company for the FY ended March 31, 2024, which forms part of this Report, and it does not contain any reservation, qualification or adverse remark. The comments in the Auditors' Report read with notes to the accounts are self-explanatory.

B) Secretarial Auditor & their Report:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Rinkesh Gala, proprietor of M/s. Rinkesh Gala & Associates Practicing Company Secretaries (COP No. 20128), for conducting Secretarial Audit of the Company for the FY ended on March 31, 2024.

Secretarial Audit Report issued by Mr. Rinkesh Gala in Form MR-3 forms part to this Report as "Annexure-II". The said report does not contain any observation or qualification requiring explanation or adverse remark.

A Secretarial Compliance Report for the FY ended March 31, 2024, on compliance of all applicable SEBI regulations and circulars/guidelines issued thereunder, was obtained from Mr. Rinkesh Gala, Practicing Company Secretary, and submitted to the stock exchange.

C) Internal Auditor:

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Company has appointed Mr. Rajesh G. Shroff, Chartered Accountant, (Mem No: 037318) as the Internal Auditor of the Company.

The Internal Audit reports are reviewed by the Audit Committee on a quarterly basis.

D) Cost Auditor:

Pursuant to the provisions of Section 148 of the Act read with the Rules framed thereunder, the cost audit records maintained by the Company in respect of its manufacturing activities are required to be audited. M/s. JNP & Associates (FRN: 00 0572), Cost Accountants carried out the cost audit for applicable businesses during the year.

Based on the recommendation of the Audit Committee, the Board of Directors has appointed M/s. JNP & Associates (FRN: 000572), Cost Accountants as the Cost Auditors for the financial year 2024-25. The Company has received a certificate from M/s. JNP & Associates, confirming that they are not disqualified from being appointed as the Cost Auditors of the Company.

The remuneration payable to the Cost Auditors is required to be placed before the members in the general meeting

for their ratification. Accordingly, a resolution seeking member's ratification for the remuneration payable to M/s. JNP & Associates, Cost Accountants, is included at Item No.3 of the Notice of the ensuing AGM.

REPORTING OF FRAUD

There was no instance of fraud reported during the year under review, which required the Statutory Auditors, Cost Auditor or Secretarial Auditor to report the same to the Audit Committee of the Company under Section 143(12) of the Act and Rules framed thereunder.

DISCLOSURE UNDER PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT:

The Company has adopted a Sexual Harassment Policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The aim of the policy is to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Policy is available at the Registered Office of the Company and is accessible to all the employees of the Company. The Company has not received any complaints during the FY under review.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits covered under Chapter V of the Act. Accordingly, no disclosure or reporting is required in respect of details relating to deposits.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review as required under Regulation 34 read with Schedule V of the Listing Regulations is annexed to this Report as "Annexure-III".

CORPORATE GOVERNANCE:

Maintaining high standards of Corporate Governance has been fundamental to the business of the Company since its inception. As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on corporate governance practices followed by the Company, together with the following declarations/certifications forms an integral part of this Corporate Governance Reporting hereby enclosed as "Annexure-IV":

a. A declaration signed by Mr. Bijaykumar Agarwal, Chairman & Managing Director and Mr. Jaiprakash Agarwal, Whole Time Director & CFO stating that the members of Board of Directors and senior management personnel have affirmed compliance with the Company's Code of Business Conduct and Ethics;

b. A compliance certificate from the Company's Secretarial Auditor confirming compliance with the conditions of Corporate Governance;

c. A certificate of Non-Disqualification of Directors from the Secretarial Auditor of the Company; and

d. A certificate of the MD and CFO of the Company, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee.

Report on Corporate Governance and Certificate of the Auditor of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the Listing Regulations, are provided in a separate section forming part of this Report as "Annexure-IV".

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to the financial statements. Internal audits are undertaken on a quarterly basis by Internal Auditors covering all units and business operations to independently validate the existing controls. Reports of the Internal Auditors are regularly reviewed by the management and corrective action is initiated to strengthen the controls and enhance the effectiveness of the existing systems. The Audit Committee evaluates the efficiency and adequacy of the financial control system in the Company and strives to maintain the standards in the Internal Financial Control.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS:

All transactions entered with related parties as defined under the Act during the FY were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Act. There were no materially significant transactions with the related parties during the FY which were in conflict with the interest of the Company and hence, enclosing Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

PARTICULARS OF EMPLOYEES:

The total number of permanent employees of the Company as on March 31, 2024, was 662. The requisite details under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of "Annexure-V" to this Report.

The requisite details relating to the remuneration of the specified employees under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report. Further, this Report and Financial Statements are being sent to Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure will be open for inspection by any Member. Interested Members may write to the Company Secretary.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial

Standards issued by the Institute of Company Secretaries of India.

OTHER DISCLOSURES / CONFIRMATIONS:

a. Neither the Managing Director & Chief Financial Officer nor the Executive Director of the Company received any remuneration or commission from any of the subsidiaries of the Company, as the Company does not have any subsidiaries.

b. The Company has not failed to implement any corporate action during the year under review.

c. The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.

d. The Company's securities were not suspended during the year under review.

e. There was no revision of financial statements and Board's Report of the Company during the year under review.

APPRECIATION & ACKNOWLEDGEMENTS:

The Board wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees of the Company. The Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received from all the stakeholders including but not limited to the Government authorities, bankers, customers, suppliers and business associates. The Directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.