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Time Technoplast Ltd.

Directors Report

NSE: TIMETECHNOEQ BSE: 532856ISIN: INE508G01029INDUSTRY: Packaging & Containers

BSE   Rs 456.45   Open: 464.75   Today's Range 452.00
464.75
 
NSE
Rs 456.80
-2.15 ( -0.47 %)
-2.55 ( -0.56 %) Prev Close: 459.00 52 Week Range 306.75
513.35
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 10366.12 Cr. P/BV 3.86 Book Value (Rs.) 118.21
52 Week High/Low (Rs.) 514/307 FV/ML 1/1 P/E(X) 26.72
Bookclosure 04/09/2025 EPS (Rs.) 17.10 Div Yield (%) 0.55
Year End :2025-03 

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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