Your Directors are presenting the 33^rd Annual Report together with the Audited Statement of Accounts of your Company for
the Year ended 31^st March 2025.

1. FINANCIAL RESULTS:

Your Company's financial performance for the Financial Year 2024-25 as compared to that of the previous Financial
Year 2023-24 is summarized below:- (Amount in Lakhs)

2. OPERATIONS:

The Company has closed down its operations at Silvassa & Pune plant during preceding year. The Company's manufacturing
operations had stopped completely since Plant & Machinery, Land & Building, Warehouse at Pune had been sold during
preceding year. There exists material uncertainty that may cast significant doubt on the Company's ability to continue as
a going concern.

The Board of the Company vide its meeting dated 8^th March, 2022 and 11^th April,2022 and shareholders of the Company
through postal ballot on 14^th April, 2022 had already approved a special resolution for initiation of corporate insolvency
resolution process under the provisions of the Code and applicable provisions.

3. STATE OF AFFAIRS:

During the year under review, the Company has booked a post-tax Loss of Rs. 47.64 lakh as compared to the previous
year's profit of Rs. 907.24 lakh.

Further, no amount has been transferred to the general reserves this year or the previous year.

4. DIVIDEND:

The Director has not recommended any dividend for the Financial Year 2024-25.

5. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Company.

6. DISCLOSURES AS PER THE COMPANIES (ACCOUNTS) RULES, 2014

7. AUDITORS:

M/s. Jain Vinay & Associates, Chartered Accountants (ICAI Firm Registration Number: 006649W), were appointed as
Statutory Auditor of the Company at 29^th Annual General Meeting which was held on September 29, 2021 to hold office as
Statutory Auditor from the conclusion of 29^th Annual General Meeting till the conclusion of 34^th Annual General Meeting
of the Company.

8. DIRECTORS AND MEETINGS OF THE BOARD OF DIRECTORS:

The Existing composition of the Board of Directors is as below:

Mr. Madhup Bansilal Vaghani : Chairman & Whole Time Director

Mrs. Radhika Sameer Rane : Women, Non-Executive Non- Independent Director

Mr. Gopal Ajay Malpani : Non-Executive Independent Director

Mr. Devendra Kumar Negi : Non-Executive Independent Director

Four (4) Board Meetings were held during the Financial Year ended March 31, 2025 as listed below:

The statutory details of Board meetings are as under:

Board meeting attendance of the directors during the financial year was as under:

9. PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form a part of the
Notes to the Financial Statements.

10. MATERIAL CHANGES AND COMMITMENTS. IF ANY:

The Company has closed down its operations at Silvassa & Pune plant during the preceding year. The Company's
manufacturing operations had stopped completely since Plant & Machinery, Land & Building, Warehouse at Pune had
been sold during the preceding year. There exists material uncertainty that may cast significant doubt on the Company's
ability to continue as a going concern.

The Board of the Company vide its meeting dated 8th March, 2022 and 11th April,2022 and shareholders of the Company
through postal ballot on 14th April, 2022 had already approved a special resolution for initiation of corporate insolvency
resolution process under the provisions of the Code and applicable provisions.

There were no material changes and commitments affecting the financial position of your Company which have occurred
after the end of the Financial Year 2024-25.

11. ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires
conduct of operations in such a manner, so as to ensure safety of all concerned compliances, environmental regulations
and preservation of natural resources.

12. PARTICULARS OF EMPLOYEES:

The disclosure required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is attached as “Annexure 1”.

The statement of particulars of employees pursuant to Rule 5 (2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of this Annual Report and attached as “Annexure 2”.

13. ANNUAL RETURN:

As per amendment of March 5, 2021 it is concluded that, from the FY 2020-21 onwards, there is no requirement of
preparing extracts of Annual Return (Form MGT-9) pursuant to the provisions of Section 92 read with Rule 12 of the
Companies (Management and Administration) Rules, 2014. The Annual Return has been uploaded on website of the
Company: https://www.mplindia.in/categorv img/pr 412.pdf.

14. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Details of conservation of energy and technology are not provided as the operations of the Company ceased to function.
Foreign Exchange Earnings and Outgo:

Foreign exchange spent Rs. Nil Foreign Exchange earned Rs. Nil

15. FINANCE AND ACCOUNTS:

Your Company prepares its financial statements in compliances with the requirements of the Companies Act, 2013 (“Act”)
and the Indian Accounting Standards (IND AS). The financial statements have been prepared on historical cost basis. The
estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair
manner, the form and substance of transactions and reasonably present the Company's state of affairs, Profits/loss and
Cash Flows for the year ended March 31,2025. There is no qualification or adverse remark on financial statement by the
Statutory Auditors for the year under review.

16. CONSOLIDATED FINANCIAL STATEMENTS:

The Company does not have any subsidiaries or Associate companies. Therefore, no need to prepare consolidated
financial statements for the Financial year 2024-25.

17. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year ended March 31, 2025 were on an arm's
length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act,
2013 were not attracted. Further, there are no materially significant related party transactions during the year under review
made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with
the interest of the Company at large. All the related party transactions as required under AS-18 are reported in the Notes
to the Financial Statements.

18. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards issued by the Institute of Company Secretaries of India, applicable
to the Company.

19. SHARE CAPITAL:

The Paid-up Equity Share Capital as on March 31,2025 was Rs. 12,49,85,500 (Rupees Twelve Crores Fourty Nine Lakhs
Eighty Five Thousand Five Hundred) (BSE Limited approved forfeiture of 2900 Equity Shares on March 18, 2020). During
the Financial Year under review there has been no change in the share capital of the Company However, 12,50,000 Equity
Shares of Rs. 10/- each allotted to the promoters on preferential basis are pending for listing with BSE Limited.

20. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company is committed to provide a safe and conducive work environment to its employees during the year under
review.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

21. POLICY DEVELOPMENT AND IMPLEMENTATION BY COMPANY ON CORPORATE SOCIAL RESPONSIBILITY:

The Company is having net profit of more than rupees five crore during the immediately preceding financial year 2023-24.
However, for Calculation of Profits one has to consider Section 198 - Calculation of Profits. During the financial year 2023¬
24 the profit was mainly on account of the write backs of loans and interest thereon. As per Section 198(3)((c). “profits
of a capital nature including profits from the sale of the undertaking or any of the undertakings of the company or of any
part thereof.” should not be considered as part of the credits to the Profit & Loss Account. Accordingly, the Company is of
the view that the write backs of loans and interest are profits of a capital nature and accordingly does not form part of the
calculation of profits. In view of the same the Company is not liable to spend at least two percent of the average net profit
of the Company made during the last three immediately preceding financial year.

The Company had voluntarily re-constituted Corporate Social Responsibility Committee (CSR) on September 30, 2022
consisting of Mr. Devendra Kumar Negi, Mr. Gopal Ajay Malpani and Mr. Madhup Bansilal Vaghani. Mr. Devendra Kumar
Negi is the Chairperson of the Company.

22. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. It ensures that strict
confidentiality is maintained whilst dealing with concerns and also no discrimination will be meted out to any person for a
genuinely raised concern. Any suspected or confirmed incident of fraud / misconduct can be reported thereof.

The Whistle Blower Policy has been uploaded on website of the Company https://mplindia.in/categorv img/pr 221.pdf

23. STATEMENT ON DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to
minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of
opportunities.

The Company has in place a comprehensive risk assessment and minimization procedure which is reviewed by the Board
from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a
properly defined framework.

The Board judges the fair and reasonable extent of risks that your Company is willing to take and its decisions shall be
based on this reasonable judgment and properly defined framework.

24. INDEPENDENT DIRECTORS:

All the Independent Director of the Company during the Financial Year 2024-25 ad as on 31st March, 2025, viz., Mr. Gopal
Ajay Malpani and Mr. Devendra Kumar Negi have registered themselves with the databank maintained by the Indian
Institute of Corporate Affairs (“IICA”), in terms of the provisions of Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014 and the Companies (Creation and maintenance of Databank of Independent Directors) Rules,
2019.

In terms of the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014 dealing with the
requirement for Independent Directors to pass Proficiency Test conducted by IICA:

Mr. Gopal Ajay Malpani and Mr. Devendra Kumar Negi are exempt from appearing for the proficiency test.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of
Independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same has
been taken on record by the Board of Directors after undertaking due assessment of the veracity of the same.

The Criteria for determining qualifications, positive attributes and independence of Directors is provided in the Nomination
and Remuneration Policy of the Company which is available on the Company's website, viz., https://www.mplindia.in at
the web link https://www.mplindia.in/categorv img.pdf.

All the Independent Directors of the Company have duly complied with the Code of Independent Directors as prescribed
in Schedule IV to the Companies Act, 2013. The details of familiarization programmes is available on the website of the
Company at the web link https://www.mplindia.in/category img.pdf.

The Independent Directors met once during the Financial Year 2024-25, i.e., on 10th February, 2025, pursuant to
the provisions of Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Schedule IV to the Companies Act, 2013. The Meeting of the Independent Directors
was conducted without the presence of the Chairman, Whole Time Director and Non-Executive Directors and the members
of the Company's Management.

25. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual
directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed under Listing
Regulations mandates that the Board shall monitor and review the Board evaluation framework.

The performance of the Board was evaluated by the Board after seeking inputs from the committee members on the basis
of the criteria such as the composition of committees, effectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors
on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like
preparedness on the issue to be discussed, meaningful and constructive contribution and inputs in meetings etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as
a whole was evaluated, taking into account the views of executive directors and non-executive directors.

The same discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance
of the Board, its committees and individual directors was also discussed.

25. REMUNERATION OF DIRECTORS:

There was no pecuniary relationship or transaction took place between the Company and its Non-Executive Directors. The
Company reimburses out of pocket expenses incurred by all the Non-Executive Directors of the Company in connection
with various affairs of the Company.

27. AUDIT COMMITTEE :

The Audit committee comprises of three members -
Mr. Devendra Kumar Negi : Chairperson of Committee

Mr. Gopal Ajay Malpani : Member of Committee

Mr. Madhup Bansilal Vaghani : Member of Committee

The Composition of Audit Committee is pursuant to provision of Section 177 of the Companies Act, 2013 and Clause 18

of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

28. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of three members -
Mr. Devendra Kumar Negi : Chairperson of Committee

Mr. Gopal Ajay Malpani : Member of Committee

Mrs. Radhika Sameer Rane : Member of Committee

The Composition of Nomination and Remuneration Committee is pursuant to provision of Section 178 of the Companies
Act, 2013 and Clause 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

29. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of three members -
Mr. Devendra Kumar Negi : Chairperson of Committee

Mr. Gopal Ajay Malpani : Member of Committee

Mrs. Radhika Sameer Rane : Member of Committee

The Composition of Stakeholders Relationship Committee is pursuant to provision of Section 178 of the Companies Act,
2013 and Clause 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

30. PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and regulation 17 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Independent
Directors is carried out by other non-independent directors on the basis of their contribution towards important aspects/
affairs of the Company and active participation on the board. The Directors express their satisfaction with the evaluation
process.

Further, the Company have constituted Performance Evaluation Policy to evaluate the performance of Independent
Directors and the said policy is available on the website of the company at https://mplindia.in/category img/pr 238.pdf

31. SECRETARIAL AUDIT:

The Company appointed M/s. Vikas R. Chomal and Associates, Practicing Company Secretaries, as Secretarial Auditor of
the Company for the Financial Year 2024-25.

As required under Section 204 of the Companies Act, 2013, Secretarial Audit Report obtained from Vikas R. Chomal &
Associates, Practicing Company Secretaries for the Financial Year 2024-25.

32. COST AUDITORS:

As per the Companies (cost records and audit) Rules, 2014 and the amendments made thereof notified by Ministry of
Corporate Affairs, cost audit is not applicable to the company. Therefore the board did not proceed with the appointment
of cost auditor and cost audit for the year 2024-25. The company is properly maintaining its cost record internally.

33. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION. RESERVATION OR ADVERSE
REMARK OR DISCLAIMER MADE BY THE STATUTORY AUDITORS AND SECRETARIAL AUDITORS:

There are no qualification, reservation or adverse remarks and disclaimers of the Statutory Auditors in their Auditors'

Report on the Financial Statements for the Financial Year 2024-25.

There are some adverse remarks by the Secretarial Auditors in their Secretarial Audit Report for the Financial Year 2024-25.
The Board has given following explanation on that remarks:

34. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards
read with requirements set out under Schedule III to the Act, have been followed and there are no material departures
from the same.

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 as
at March 31, 2025 and of the Profit of the Company for the year ended on that date.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Act 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 Internal Financial Controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively.

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems are adequate and operating effectively.

35. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees
in the course of day to day business operations of the Company. The Code has been placed on the Company's website
https://www.mplindia.in.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and
the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in
business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have
complied compliance with the Code.

36. OTHER DISCLOSURES:

There are no other Disclosures required to be made.

37. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co- operation received from the
banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish
to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and
workers.

For MPL Plastics Limited
Madhup Bansilal Vaghani

Date: 28^th May, 2025 Chairman & Whole Time Director

Place: Thane DIN: 00067115