Your Directors have the pleasure of presenting their report and the Standalone and Consolidated Audited Accounts of your Company for the Financial Year ended March 31, 2025.
FINANCIAL SUMMARY AND HIGHLIGHTS
(' in Mn.)
Particulars
|
Standalone
|
Consolidated
|
|
FY 2024-25
|
FY 2023-24
|
FY 2024-25
|
FY 2023-24
|
Revenue from Operations
|
26,626.75
|
26,330.43
|
54,570.44
|
49,925.01
|
Other income
|
77.49
|
140.05
|
52.70
|
141.46
|
Total income
|
26,704.24
|
26,470.48
|
54,623.14
|
50,066.46
|
Profit before Interest, Depreciation & tax
|
3,957.73
|
3,811.67
|
7,902.27
|
7,049.56
|
Interest & Finance Cost
|
561.89
|
578.49
|
915.31
|
1,014.11
|
Depreciation
|
1,058.40
|
1,083.78
|
1,696.71
|
1,725.81
|
Profit before tax
|
2,337.44
|
2,149.40
|
5,290.25
|
4,309.65
|
Tax Expenses
|
594.10
|
554.40
|
1,345.79
|
1,150.75
|
Profit after tax
|
1,743.34
|
1,595.00
|
3,944.46
|
3,158.90
|
Basic EPS
|
7.68
|
7.04
|
17.10
|
13.71
|
Diluted EPS
|
7.68
|
7.02
|
17.10
|
13.67
|
Company Performance Consolidated
Net Revenue from operations for the consolidated entity stood at ' 54,570.44 Mn., as against ' 49,925.01 Mn. in the previous year, (growth of 9.30 %). However, the Net Profit stood at ' 3,944.46 Mn. as compared to the previous year ' 3,158.90 Mn.
Standalone
Net Revenue from operations for the standalone entity stood at ' 26,626.75 Mn., as against ' 26,330.43 Mn. in the previous year, (growth of 1.13 %). However, the Net Profit stood at ' 1,743.34 Mn. as compared to the previous year ' 1,595.00 Mn.
Transfer to Reserves
Your Company does not propose to transfer any amount to the general reserves of the Company.
Dividend
Your Directors at their meeting held on May 27, 2025 have recommended payment of final dividend of ' 2.50/- per equity share (previous year ' 2/- per equity share) of ' 1/- each for the financial year ended March 31, 2025, considering the business and cash requirements of the Company. The dividend is subject to approval of members at the ensuing Thirty Fifth Annual General Meeting (AGM) of your Company, scheduled on 11th September, 2025.
The dividend, if approved by the Members at the AGM, will result in cash outflow of ' 567.32 Mn (previous year ' 453.86 Mn).
Dividend Distribution Policy
Pursuant to the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") the Board of Directors have adopted a Dividend Distribution Policy and Final Dividend recommended for the year ended March 31, 2025 is in accordance with the said Policy. The said Policy is hosted on the website of the Company https://www.timetechnoplast.com/pdf/shareholder-centre/policies/TTL-Dividend-Distribution- Policy.pdf
Subsidiaries, Associate and Joint Ventures Companies
As on 31st March, 2025, the Company has below mentioned subsidiaries and joint ventures Companies:
Sr
No.
|
Name of the Company
|
Country
|
Relation
|
% ofshares held
|
1
|
TPL Plastech Limited
|
India
|
Subsidiary
|
74.86
|
2
|
Power Build Batteries Private Limited*
|
India
|
Subsidiary
|
97.04
|
3
|
Time Ecotech Private Limited**
|
India
|
Subsidiary
|
100.00
|
4
|
Elan Incorporated FZE
|
Sharjah (UAE)
|
Subsidiary
|
100.00
|
5
|
Kompozit Praha S R O
|
Czech Republic
|
Subsidiary
|
96.20
|
6
|
Ikon Investment Holdings Limited
|
Mauritius
|
Subsidiary
|
100.00
|
7
|
GNXT Investment Holding PTE Ltd
|
Singapore
|
Subsidiary
|
100.00
|
8
|
Schoeller Allibert Time Materials Handling Solutions Limited
|
India
|
Subsidiary
|
100.00
|
9
|
Schoeller Allibert Time Holding Pte. Ltd.
|
Singapore
|
Subsidiary
|
50.10
|
10
|
Time Mauser Industries Private Limited
|
India
|
Joint Venture
|
49.00
|
NED Energy Limited (Subsidiary of the Company) had amalgamated into Power Build Batteries Private Limited (Wholly-owned Step down Subsidiary of the Company). As part of the amalgamation scheme, 9,12,221 fully paid-up equity shares of ' 10 each were allotted to the Company, which represents 97.04% of the total shareholding in the Power Build batteries Private Limited.
The Company incorporated a wholly-owned subsidiary, Time Ecotech Private Limited, which will focus on the recycling and reprocessing of used industrial plastic packaging. This initiative aligns with India's circular economy goals. Phase - I will see the establishment of a greenfield facility in Gujarat, marking the commencement of a nationwide initiative to revolutionize waste management and resource recovery.
The Company does not have any material subsidiary.
In line with the requirements of Regulation 16(1)©of the SEBI Listing Regulations, the Company has a policy on identification of material subsidiaries, which is available on the Company's website at https://www.timetechnoplast.com/wp- content/uploads/2025/04/Policy-for-Determining-Material-Subsidiaries.pdf
A separate statement containing the salient features of financial statements of subsidiaries, associates, joint venture companies of the Company in the prescribed Form AOC-1 forms a part of Consolidated Financial Statements ("CFS") in compliance with Section 129(3) and other applicable provisions, if any, of the Act read with Rules.
Cash Flow and Consolidated Financial Statements
As required under Regulation 34 of the Listing Regulations, the Cash Flow Statement and the Consolidated Financial Statements are part of the Annual Report.
Related Party Transactions
All contracts or arrangements entered into by and between the Company with Related Parties are on arm's length basis and in the ordinary course of business. Hence, pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no related party transactions to be reported under Section 188(1) of the Act and Form AOC-2 is not applicable.
All related party transactions are placed before the Audit Committee for its review and approval on a quarterly basis. An omnibus approval of the Audit Committee is obtained for the related party transactions which are repetitive in nature. Further, the related party transactions are reviewed by the Statutory Auditors of the Company.
During the year under review, your Company has not entered into any Material Related Party Transactions, i.e. transactions exceeding rupees one thousand crore or ten per cent of the annual consolidated turnover as per the last audited financial statements.
Related Party disclosures as per Ind AS 24 have been provided in Notes to accounts annexed to the financial statements.
The Policy on Related Party Transactions as approved by the Board is available on the Company's website at www.timetechnoplast.com.
Directors and Key Managerial Personnel (KMP)
As on March 31, 2025, your Company had Eleven (11) Directors with an optimum combination of Executive, Non-Executive Directors and Independent, one of them being a woman independent director.
The Board of Directors of the Company provide entrepreneurial leadership and plays a crucial role in providing strategic supervision, overseeing the management performance and long-term success of the Company while ensuring sustainable shareholder value. Driven by its guiding principles of Corporate Governance, the Board's actions endeavor to work in the best interest of the Company. The Directors hold a fiduciary position, exercises independent judgment and plays a vital role in the oversight of the Company's affairs. Our Board represents a tapestry of complementary skills, attributes, perspectives and includes individuals with financial experience and a diverse background.
Directors retiring by rotation:
Mr. Bharat Kumar Vageria (DIN: 00183629), Managing Director and Mr. Vishal Jain (DIN: 03137163), Non-Executive Non¬ Independent Director are liable to retire by rotation at the ensuing Thirty Fifth Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment to the Members.
Re-appointment of Whole Time Directors:
The tenure of Mr. Sanjeev Sharma (DIN: 08312517) as Whole-time Director will expire on November 11, 2025, while the tenure of Mr. Naveen Kumar Jain (DIN: 00183948) and Mr. Raghupathy Thyagarajan (DIN: 00183305) as Whole-time Directors will expire on November 30, 2025.
In view of their valuable contributions and based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on August 11, 2025, has approved the re-appointment of Mr. Naveen Kumar Jain, Mr. Raghupathy Thyagarajan and Mr. Sanjeev Sharma, as Whole Time Directors of the Company, subject to the approval of the Members at the ensuing Annual General Meeting.
The Board recommends their re-appointment for the approval of the Members.
Brief profile and details of Directors proposed to be re-appointed as required under the Listing Regulations are contained in the Notice convening the ensuing Thirty-Fifth Annual General Meeting of the Company.
Directors and Key Managerial Personnel who were appointed/re-appointed or have resigned during the Financial Year 2024-25:
1. Mr. Pradip Kumar Das (DIN: 06593113) was appointed by the Board of Directors as an Additional Director, designated as Independent Director, with effect from 23rd May, 2024. The Members, by way of a special resolution passed through Postal Ballot concluded on 6th July, 2024, approved the appointment of Mr. Das as an Independent Director of the Company for the first term of five consecutive years commencing from 23rd May, 2024 to 22nd May, 2029.
2. Mr. Mahinder Kumar Wadhwa (DIN: 00064148) completed his tenure as an Independent Director on 28th September 2024, after serving two consecutive terms of five years each. Following approval from the members on 27th September 2024, he was re-appointed as a Non-Executive, Non-Independent Director of the Company w.e.f. 29th September 2024.
3. Mr. Sanjaya Kulkarni (DIN: 00102575) completed his tenure as an Independent Director on 28th September 2024, after serving two consecutive terms of five years each. Following approval from the members on 27th September 2024, he was re¬ appointed as a Non-Executive, Non-Independent Director of the Company w.e.f. 29th September 2024.
4. Mr. Deepak Bakhshi (DIN: 07344217) was appointed by the Board of Directors as an Additional Director, designated as Independent Director, with effect from 12th August, 2024. The Members, by way of a special resolution passed at the Annual General Meeting held on 27th September, 2024, approved the appointment of Mr. Bakhshi as an Independent Director of the Company for the first term of five consecutive years commencing from 12th August, 2024.
Apart from aforesaid changes there are no changes in Directors and Key Managerial Personnel of the Company.
During the Financial Year, none of the Directors and Key Managerial Personnel of the Company had any material pecuniary relationship or transactions with the Company.
Meetings of the Board
During the year under review, 5 (five) meetings of the Board were held on 23rd May, 2024, 12th August, 2024, 25th October, 2024, 11th November, 2024 and 11th February 2025. The dates, attendance of the Directors and other details of the meetings are given in the Report on Corporate Governance. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act and Listing Regulations.
Committees of the Board
• Audit Committee
Details pertaining to composition and re-constitution of the Audit Committee are included in the Report on Corporate Governance. During the year, all the recommendations made by the Audit Committee were accepted by the Board.
• Corporate Social Responsibility Committee
The Board has constituted a Corporate Social Responsibility (CSR) Committee to monitor the implementation of CSR activities of your Company and also has in place a CSR policy, which is available on the Company's website at www.timetechnoplast.com
The CSR policy outlines your Company's approach towards CSR, focusing on areas where it can make a difference and have the most impact. The details of the composition of the CSR Committee, CSR policy, CSR initiatives and activities undertaken during the year are given in the Annual Report on CSR activities in Annexure - C to this Report.
• Nomination and Remuneration Committee
Details pertaining to composition and reconstitution of the Nomination and Remuneration Committee are included in the Report on Corporate Governance.
• Stakeholders Relationship Committee
Details pertaining to composition and re-constitution of the Stakeholders Relationship Committee are included in the Report on Corporate Governance.
• Risk Management Committee
Your Company has constituted a Risk Management Committee, details of which are disclosed in the Corporate Governance Report. As per the governance process described in the Risk Management Policy, the Risk Management Committee reviews the risk identification, risk assessment and minimization procedures on a quarterly basis and updates the Audit Committee and the Board periodically.
Your Company has also implemented a mechanism for risk management and formulated a Risk Management Policy, which is available on the Company's website at www.timetechnoplast.com.
The aforesaid Committees of the Board have been reconstituted with effect from 29th September, 2024. Further details regarding the reconstitution and changes in the committees are provided in the Corporate Governance Report, which forms part of this Annual Report.
Nomination and Remuneration Policy & Remuneration of Directors, Key Managerial Personnel and Senior Management
Your Company has in place a Nomination and Remuneration Policy, formulated in accordance with Section 178 of the Act and the Listing Regulations and the same is available on Company's website at www.timetechnoplast.com
The Policy provides guidance on selection and nomination of Directors to the Board of your Company, appointment of the Senior Management Personnel, and captures your Company's Leadership Framework for its employees. It explains the principles of the overall remuneration including short-term and long-term incentives payable to the Executive Directors, Key Managerial Personnel, Senior Management, and other employees of your Company. The remuneration paid to the Executive Directors, Key Managerial Personnel, and Senior Management is in accordance with the said Policy.
A Statement of Disclosure of Remuneration pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as Annexure - A to this Report.
The statement specifying the particulars of employees pursuant to Section 197 of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not being sent to the Members along with this Annual Report. Any Member interested in receiving the said statement may write to the Company Secretary stating their Folio No./DP ID & Client ID at investors@timetechnoplast.com
Declaration by Independent Directors
The Company has received declaration of independence from all the Independent Directors as stipulated under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, confirming that they meet the criteria of independence, which has been duly assessed by the Board as part of their annual performance evaluation. Further, in terms of Regulation 25(8) of the SEBI Listing Regulations, Independent Directors have also confirmed that they are not aware of any circumstances or situations, which exist 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 have confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.
Familiarization Program for Independent Directors
The Independent Directors are regularly informed during meetings of the Board and Committees on the business strategy, business activities, manufacturing operations and regulatory updates. The Directors when they are appointed are given a detailed orientation on the Company, industry, policies and Code of Conduct, regulatory matters, business, financial matters, human resource matters and corporate social responsibility initiatives of the Company. The details of familiarization programs provided to the Directors of the Company are mentioned on your Company's website at www.timetechnoplast.com
Annual Performance Evaluation of Board of Directors
The annual evaluation of the performance of the Board for FY 2024-25 was carried out with due compliance of the provisions of the Act and Regulation 17(10) of the SEBI Listing Regulations. The evaluation of the Board, Board Committees, Chairman and Individual Directors was carried out through questionnaire in line with the Guidance Note on Board Evaluation issued by SEBI. The evaluation also covered specific criteria and the grounds on which all Directors in their individual capacity were evaluated including fulfillment of the independence criteria for Independent Directors as laid in the Companies Act, 2013 and the SEBI Listing Regulations.
The evaluation of the performance of the Board, its Committees, Chairman & Directors and suggestion emanating out of the performance evaluation exercise were reviewed by the Independent Directors at their separate meeting held on February 11, 2025. The Board evaluation outcome showcasing the strengths of the Board and areas of improvement in the processes and related issues for enhancing Board effectiveness were discussed by the Board. Overall, the Board expressed its satisfaction on the performance evaluation process as well as performance of all Directors, Committees and Board as a whole.
The evaluation indicates that the Board of Directors has an optimal mix of skills/expertise to function effectively. The mapping of board skills/expertise vis-a-vis individual Directors is outlined in Corporate Governance Report.
Credit Rating
During the year, the Company has been rated by CRISIL, credit rating agencies for its banking facilities. The rating agency has issued long term issuer rating with AA-/Stable and short-term facilities with A1 . These ratings reflect your Company's continued credit profile, liquidity position, strong corporate governance practices, liquid flexibility and financial policies.
Auditors
Statutory Auditors
M/s. Khandelwal Jain & Co., Chartered Accountants (Firm Registration No. 105049W) and M/s. K P M R & Co., Chartered Accountants (Firm Registration No. 104497W) were appointed as Joint Statutory Auditors of the Company for a term of five (5) years from the
conclusion of the Thirty-Fourth Annual General Meeting ("AGM") until the conclusion of the Thirty-Ninth AGM.
On August 12, 2025, M/s. Khandelwal Jain & Co. tendered their resignation citing resource constraints. In their resignation letter, they stated that the audit engagement required visits to 23-24 plants of the Company within a short time frame, which, given their other client commitments, made it impracticable for them to plan, design, perform, and complete the audit procedures within the stipulated timelines.
Considering the above, the Board of Directors, on the recommendation of the Audit Committee, proposes the appointment of M/s. Raman S Shah & Co., Chartered Accountants (Firm Registration No. 111919W), as Joint Statutory Auditors of the Company for a term of five (5) years, commencing from the conclusion of the Thirty-Fifth AGM until the conclusion of the Fortieth AGM.
An item in this regard will be placed before the Members at this AGM for their approval. Detailed particulars relating to the proposed appointment are provided in the Notice convening this AGM.
M/s. Raman S Shah & Co. have confirmed their eligibility for appointment and have provided a certificate under the applicable provisions of the Companies Act, 2013, affirming that they are not disqualified to act as Statutory Auditors of the Company.
M/s. Khandelwal Jain & Co., and M/s. K P M R & Co., Statutory Auditors have issued an unqualified audit report on the standalone and consolidated financial statements of the Company for the year ended March 31, 2025, which forms part of this Annual Report.
Cost Auditor
Pursuant to Section 148(3) of the Act, your Directors have at its meeting held on May 27, 2025, on the recommendation of the Audit Committee, appointed Darshan Vora & Co., Cost Accountants to audit the cost accounts maintained by your Company for the Financial Year 2025-2026.
As required by the Act, the remuneration payable to the Cost Auditor is to be placed before the Members in the General Meeting for their ratification. Accordingly, a resolution seeking ratification of the remuneration payable to Darshan Vora & Co., as recommended by the Audit Committee and approved by the Board, is included in the Notice convening the Annual General Meeting of the Company. In the opinion of the Directors, considering the limited scope of audit, the proposed remuneration payable to the Cost Auditors would be reasonable and fair, and commensurate with the scope of work carried out by them.
Pursuant to the provisions of Section 148 of the Act read with clause (ix) of Rule 8(5) of the Companies (Accounts) Rules, 2014, adequate cost accounts and records are made and maintained by your Company as specified by the Central Government.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of Listing Regulations, M/s. Arun Dash & Associates, Practicing Company Secretaries were appointed as Secretarial Auditor to undertake Secretarial Audit for the financial year ended March 31, 2025.
The Secretarial Audit Report (Form MR - 3) of the Company for the year ended March 31, 2025 is annexed as Annexure - B to this Report. The Secretarial Auditor's Report to the members does not contain any qualification or reservation which has any material adverse effect on the functioning of the Company.
The Annual Secretarial Compliance Report issued by the Secretarial Auditor in terms of Regulation 24A of Listing Regulations, was submitted to the stock exchanges within the statutory timelines and is available on the Company's website at www.timetechnoplast.com
In accordance with the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated December 12, 2024, the Secretarial Auditors shall now be appointed by the Members of the Company, on the recommendation of the Board of Directors.
Based on the recommendation of the Audit Committee, the Board, at its Meeting held on May 27, 2025, subject to the approval of the Members of the Company, approved appointment of M/s. Dash Dwivedi & Associates LLP, Company Secretaries (Firm Registration Number: L2025MH018300) as the Secretarial Auditors of the Company, for a term of five (5) consecutive years, to hold office from Financial Year 2025 upto Financial Year 2030, on such remuneration, as recommended by the Audit Committee and as may be mutually agreed between the Board of Directors of the Company and the Secretarial Auditors from time to time.
Accordingly, consent of the Members is sought for approval of the aforesaid appointment of Secretarial Auditors, through the resolution forming part of the Notice of the AGM.
Reporting of Fraud by Auditors
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in your Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act.
Annual Return
As required under Section 92(3) of the Act, Annual Return for the financial year ended 31st March, 2025 is hosted on the website of the Company at www.timetechnoplast.com
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is given in Annexure - D to this Report.
Loans, Guarantees or Investments
Particulars of loans, guarantees and investments covered under Section 186 of the Act, if any, forms part of notes to the Financial Statements provided in this Annual Report.
Deposits from Public
Your Company has not accepted any deposits from the public and accordingly, no amount of principal or interest on deposits from the public was outstanding as of the date of the Balance Sheet.
Directors' Responsibility Statement
In terms of Section 134(5) of the Act, Directors state that to the best of their knowledge and belief and according to the information and explanations obtained by them confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;
(b) the Directors have 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 and of the profit of the Company for the year ended March 31, 2025;
(c ) the Directors have 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 have prepared the annual accounts on a going concern basis;
(e) the Directors have laid down an adequate system of internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Management Discussion and Analysis Report
As required under Regulation 34 of the Listing Regulations, a Management Discussion and Analysis Report forms part of this Report. The state of the affairs of the business along with the financial and operational developments has been discussed in detail in the Management Discussion and Analysis Report.
Business Responsibility and Sustainability Report
In accordance with Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) forms a part of this Annual Report describing the initiatives undertaken by the Company from an environmental, social and governance perspective for the Financial Year ended March 31, 2025.
Report on Corporate Governance
As required under Regulation 34 of the Listing Regulations, a Report on Corporate Governance along with a Certificate of Compliance from the Statutory Auditors forms part of this Report.
Whistle Blower Policy/Vigil Mechanism
Company's Whisle Blower Policy meets the requirement of the vigil mechanism framework prescribed under the Companies Act, 2013 and the SEBI Listing Regulations. Whistle Blower Policy aims to provide an appropriate platform and protection to all stakeholders to make protected disclosure of any actual or suspected incidents of unethical practices, violation of applicable laws and regulations including without limitation of Code of Practices and Procedures for Fair disclosure of Unpublished Price Sensitive Information (Fair Disclosure Code).
Whistle Blower Policy also provides for adequate safeguards against retaliation and victimization of the whistle blower. The investigation of complaints is carried out confidentially, impartially, timely and appropriate action initiated to ensure that requisite standards of integrity, professional and ethical conduct are maintained. All employees and Directors have access to Chairperson of the Audit Committee for any reporting. The Audit Committee reviews, on a quarterly basis, the status of complaints received (if any) and the actions taken in response.
The Whistle Blower Policy has been posted on the Website of the Company at www.timetechnoplast.com Employee Stock Option Scheme
Employee Stock Options (ESOPs) serve as a strategic tool for attracting, retaining, and motivating talented employees. ESOPs provide an opportunity for employees to participate in the Company's growth, fostering a sense of ownership and enabling long¬ term wealth creation.
The Company has instituted the 'Time Technoplast Limited Employees Stock Option Plan 2017' ("ESOP 2017" or "the Scheme").
During the financial year under review, the Board of Directors, at its meeting held on August 12, 2024, proposed the following amendments to the existing ESOP 2017:
• Amendment of the Scheme to ensure alignment with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
• Expansion of Scheme Coverage to include employees of Joint Venture, Associate Companies, and Group Companies (both in India and overseas, present and future), in addition to the current coverage of employees of the Company, its Subsidiaries, Stepdown Subsidiaries, and Holding Company (both in India and overseas, present and future).
The aforementioned amendments were duly approved by the shareholders at the Annual General Meeting held on September 27, 2024.
The Compensation Committee has not granted any new options under ESOP 2017 during the year ended March 31, 2025. The Secretarial Auditors of the Company have certified that the Scheme has been implemented in compliance with the SEBI (Share Based Employee Benefit and Sweat Equity) Regulations, 2021, as well as the resolution passed by the shareholders.
As required by the SEBI (Share Based Employee Benefit and Sweat Equity) Regulations, 2021, the relevant disclosures as of March 31, 2025, have been uploaded on the Company's website at (www.timetechnoplast.com).
Prevention of Sexual Harassment Policy
Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Committee has been set up to redress complaints received regarding sexual harassment.
All employees (permanent, contractual, temporary and trainees) are covered under this policy. During, the year, your Company have not received any complaints related to sexual harassment. As of March 31, 2025, no complaints relating to sexual harassment are pending for disposal.
Cyber Security
In the endeavour to maintain a robust cyber security posture, your Company has remained abreast of emerging cyber security, so as to achieve higher compliance and continuity.
Transfer to Investor Education and Protection Fund (IEPF)
Unpaid/Unclaimed Dividend
In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (including amendments and modifications, thereof), ' 80,207 of unpaid/unclaimed dividends were transferred during the year to the Investor Education and Protection Fund.
Equity Shares
In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (including amendments and modifications, thereof), 6,642 equity shares in respect of which dividend has not been claimed by the members for seven consecutive years or more were transferred during the years, to the Investor Education and Protection Fund.
Material Changes and Commitments, if any, affecting the Financial Position of the Company
There have been no material changes and commitments, since the closure of the Financial Year ended March 31, 2025 up to the date of this Report that would affect your Company's financial position.
There has been no change in the nature of your Company's business.
Secretarial Standards
Your Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and adopted under the Act.
Adequacy of Internal Financial Controls
Your Company has an Internal Control System in accordance with Section 134(5)(e) of the Act, commensurate with the size, scale and complexity of its operations. The Audit Committee comprising of professionally qualified Directors, interacts with the statutory auditor, internal auditors and the management in dealing with matters within its terms of reference.
The Company has a proper and adequate system of internal controls. These controls ensure transactions are authorized, recorded and reported correctly and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls within the meaning of the Act. An extensive program of internal audits and management reviews supplement the process of internal financial control framework. Documented policies, guidelines and procedures are in place for effective management of internal financial controls.
The internal financial control framework design ensures that financial and other records are reliable for preparing financial and other statements. In addition, the Company has identified and documented the key risks and controls for each process that has a relationship to the financial operations and reporting. At regular intervals, internal teams test the identified key controls. The Internal auditors also perform an independent check of effectiveness of key controls in identified areas of internal financial control reporting. The Statutory Auditors' Report includes a report on the internal financial controls over financial reporting.
In order to maintain objectivity and independence, Internal Auditor reports to the Chairperson of Audit Committee of the Board. The Audit Committee defines the scope and authority of the Internal Auditor. Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with the operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and necessary corrective actions are presented to the Audit Committee.
The Audit Committee and the Board are of the opinion that the Company has sound Internal Financial Control commensurate with the nature and size of its business operations and are operating effectively, and no material weakness exists during FY 2024-25.
Significant and Material Orders passed by the Regulators/Courts/Tribunals
No significant or material orders have been passed by the Regulators, Courts or Tribunals that impact the going concern status and future operations of your Company.
Other Disclosures
Directors hereby clarify that the following disclosures are not applicable, considering that there were no such transactions in the year under review:
• There has been no issue of Equity Shares with differential rights as to dividend, voting or otherwise.
• There has been no issue of Equity Shares (including Sweat Equity Shares) to employees of your Company, under any scheme.
• There was no change in share capital during the year under review.
• Your Company has not resorted to any buy back of its Equity Shares during the year under review.
• The Managing Director or the Whole-time Directors of your Company did not receive any remuneration or commission during the year from the subsidiary of your Company.
• The details regarding the difference in valuation between a one-time settlement and valuation for obtaining loans from banks or financial institutions, along with reasons, are not applicable.
• The details of any application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year, along with their status as at the end of the financial year are not applicable
Cautionary Statement
Statements in this Board's Report and Management Discussion and Analysis Report describing the Company's objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.
Acknowledgments
Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board also acknowledges the support and co-operation that your Company has been receiving from the bankers, suppliers, distributors, retailers, business partners, Government departments both at Centre & States and all other stakeholders.
FOR AND ON BEHALF OF THE BOARD FOR TIME TECHNOPLAST LIMITED
BHARAT KUMAR VAGERIA RAGHUPATHY THYAGARAJAN
Date: August 11, 2025 MANAGING DIRECTOR WHOLE TIME DIRECTOR
Place: Mumbai DIN: 00183629 DIN: 00183305
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