Directors Report of Ideal Technoplast Industries Ltd.

Mar 31, 2025

Your directors are pleased to present the 02nd Annual Report on the business and operations of the Company along with the audited financial statements, for the financial year ended 31st March, 2025.

FINANCIAL RESULTS:

The financial highlights of the current year in comparison to the previous year are as under.

(Amount in Lakhs)

Particulars	2024-25	2023-24
Revenue from Operations	2847.95	2663.82
Other Income	36.39	1.10
Total Income	2884.34	2664.92
Profit/(Loss) before Depreciation, Finance cost, Exceptional Items and Interest/Tax	533.32	427.06
Less: Finance Costs	74.78	46.67
Less: Depreciation and Amortization Expense	73.60	50.67
Profit/(Loss) before Tax after exceptional and extra-ordinary items	384.94	329.72
exceptional and extra-ordinary items	-	-
Profit/(Loss) before Tax after exceptional and extra-ordinary items	384.94	329.72
Less: Tax Expense:
[a] Current Tax Exepense	82.16	82.98
[b]Deferred Tax	14.73	11.66
Profit/(Loss) After Tax	288.06	235.08
Earnings per share	6.47	14.73

STATE OF AFFAIRS AND OPERATIONS OF THE COMPANY:

During the financial year 2023-24, the Company was converted from a Partnership firm to a Public Limited Company, pursuant to a resolution passed by the partners in its meeting held on October 05, 2023.

Further, the Company has total revenue of Rs. 2884.34 Lacs as compared to the previous year which was Rs. 2664.92 Lacs. Further during the year, the Company has earned net profit of Rs. 288.06 Lacs as compared to net profit of Rs. 235.08 Lacs in the previous year.

LISTING:

Pursuant to the resolutions duly passed by the Members of the Company at the Extra-ordinary General Meeting convened on the 09th day of March 2024, the Company resolved to approach the capital markets with an Initial Public Offering (IPO) of 13,25,000 (Thirteen Lakh Twenty Five Thousand) equity shares, each having a face value of Rs. 10/- (Rupees Ten Only including a premium of Rs. 111/- per equity share). This offering was conducted through the Book Building Process, in accordance with the provisions of applicable laws, with the intent to offer said shares to the public.

The issue was made available for public subscription from the Wednesday, August 21st, 2024 and closed on August 23rd, 2024 and the allotment of these equity shares was subsequently finalized on the 26th day of August 2024, in consultation with the Designated Stock Exchange, namely the National Stock Exchange of India Limited (NSE), as per the regulatory framework governing such issuances.

Following the submission of the Company’s application, the National Stock Exchange of India Limited (NSE), after due consideration, granted its final approval for the listing and commencement of trading on the NSE Emerge platform with effect from the 28th day of August 2024.

DIVIDEND:

The Board of Directors does not recommended dividend for the financial year ended on 31st March, 2025.

CHANGES IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

SHARE CAPITAL

In the beginning of the financial year 2023-2024 the company had the Authorised Share Capital of Rs. 1,39,64,380 /- (Rupees One Crore Thirty-Nine Lakhs Sixty-Four Thousand Three Hundred and Eighty only) consist of 13,96,438 /- (Thirteen Lakh Ninety-Six Thousand Four Hundred and Thirty-Eight only) equity shares of Rs 10/- each and paid-up share capital of Rs. 13,96,4380/- (Rupees One Crore Thirty-Nine Lacs Sixty-Four Thousand Three Hundred and Eighty only) consist of 13,96,438 /- (Thirteen Lakh Ninety-Six Thousand Four Hundred and Thirty-Eight only) equity shares of Rs. 10/- each.

Changes during the year are as follows:

• On March 2nd , 2024, the company has come up with the Initial Public Offering (IPO) of 13,25,000 (Thirteen Lakh Twenty-Five Thousand) Equity shares of the face value of Rs. 10/- (Rupees Ten Only) each. Further, the Initial Public Offer ("IPO") of the company opened for subscription on Wednesday, August 21st, 2024 and closed on August 23rd, 2024 for all the bidders for upto 13,25,000 Equity Shares of the face value of Rs. 10 each ("Equity Shares") bearing distinctive numbers from 3675001 to 50,00,000 (both inclusive in dematerialized mode) at a price of Rs. 121/- per equity share (including a premium of Rs. 111/- per equity share) allotted to the respective applicants in the various categories as approved in consultation with the Authorized Representative of the Designated Stock Exchange viz. National Stock exchange of India Limited

As of March 31,2025, the Authorised Share Capital of the Company is Rs. 5,00,00,000/- (Rupees Five Crore only) divided into 50,00,000 (Fifty Lakh) equity shares of Rs. 10/- (Rupees Ten only) each. The Paid-up Share Capital of the Company is Rs. 5,00,00,000/- (Rupees Five Crore only) divided into 50,00,000 (Fifty Lakh) equity shares of Rs. 10/- (Rupees Ten only) each.

RESERVES

As permitted under the Act, the Board has decided to retain the entire amount of profit for FY2025.

DEPOSITS

The Company has not accepted any deposits from the public during the year under review. No amount on account of principal or interest on deposits from the public was outstanding as on March 31,2025.

The details of amount accepted and received from the directors of the company have been disclosed in the financial statements. CORPORATE GOVERNANCE

Pursuant to provisions of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the SME Listed Companies are exempt from the provisions of Corporate Governance.

The Company being the SME listed on the Emerge Platform of NSE, the provisions pertaining to Corporate Governance are not applicable to the Company. Accordingly, the separate report on Corporate Governance is not applicable in the Annual Report.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of the Annual Return as on 31st March, 2024, is available on the Company’s website and that can be accessed at https://idealtechnoplast.com/

By virtue of amendment to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

At present, Board of Directors of the Company comprises of 6 Directors, who have wide and varied experience in different disciplines and fields of corporate functioning. The present composition of the Board consists of one Managing Director, one CFO/Director, one Executive Director and Three Independent Non-Executive Directors which includes one women Independent Non-Executive Director.

The Company is maintaining optimum combination of Executive, Non-Executive Directors and Independent Directors.

The Board of Directors of company comprised of the following Directors, as on 31st March 2025:

S no.	Name of Director	DIN	Designation
1	Prafulkumar Karsanbhai Vaghasiya	10402567	Chairman & Executive Director
2	Vipulbhai Dulabhai Mendapara	10402565	Managing Director
3	Gauravbhai Chhaganbhai Gopani	10402566	CFO & Director
4	Hardik Sureshbhai Kambodi	10496271	Independent Director
5	Shaista Afreen	10118954	Independent Director
6	Rushiraj Zaverbhai Patel	08017580	Independent Director

[A] APPOINTMENT AND REAPPOINTMENT:

During the year under Review, there was no appointment/reappointment or change in directors of the company. Also there is no cessation of Directors from the Board.

[B] RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended), Mr. Gauravbhai Chhaganbhai Gopani (DIN 10402566), retires by rotation at the ensuing AGM and being eligible, seeks re-appointment. A resolution seeking the re-appointment of Mr. Gauravbhai Chhaganbhai Gopani (DIN 10402566), forms part of the Notice.

The profile along with other details of Mr. Gauravbhai Chhaganbhai Gopani are provided in the annexure to the Notice.

[C] CHANGE IN KEY MANAGERIAL PERSONNEL:

During the Year under review there is no change in the Key Managerial Personnel of the company:

Key Managerial Personnel as on 31st March 2025:

S no.	Name of Key Managerial Personnel	Designation
1.	Mr. Vipulbhai Dulabhai Mendapara	Managing Director
2.	Mr. Gauravbhai Chhaganbhai Gopani	Chief Financial Officer
3.	Ms. Neha Shaw	Company Secretary

GENERAL MEETINGS

During the year, the company held its 1st Annual general Meeting (AGM) on August 16th, 2024 at 10:00 A.M. at the registered office of the company.

INDEPENDENT DIRECTOR

A) DECLARATION BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149:

During the year, the Company has received the necessary declaration from the Independent Directors pursuant to Section 149(7) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 25 read with regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, confirming that they meet the criteria of Independence as laid down in Section 149(6) of the Act and that of Listing Regulations. Independent Directors comply with the Code of Conduct prescribed under Sched-ule-IV of the Companies Act, 2013. These declarations have been placed before and noted by the Board. In the opinion of the Board, the company''s Independent Directors possess the integrity, requisite experience, and expertise relevant to the industry in which the company operates. Further, all the Company''s Independent Directors have registered with the Independent Director''s Databank of the Indian Institute of Corporate Affairs. -

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of science and technology, finance, governance, human resources, sustainability, etc. and that they hold highest standards of integrity.

All the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

B) FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations), the Company has put in place a Familiarization Program for the Independent & Non-Executive Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The detail of such program is available on the website of the company at https://idealtechnoplast.com/Policies.aspx

C) TERMS AND CONDITIONS OF APPOINTMENT:

The terms & conditions of appointment of Independent Director stipulates under section 149, 150 and 152 of the Companies Act 2013 read with ‘Guidelines for Professional Conduct’ pursuant to Schedule IV to the Act. The details of such terms are available on the website of the company https://idealtechnoplast.com/and may be accessed through the web link https://idealtechno-plast.com/Policies.aspx

D) BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance including various committees, and individual directors pursuant to the provisions of the Companies Act 2013.

The performance of the Board was evaluated by the Board including Independent Directors after seeking inputs from all the directors on the basis of various criteria such as Board Composition, process, dynamics, quality of deliberations, strategic discussions, effective reviews, committee participation, governance reviews etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as Committee composition, process, dynamics, deliberation, strategic discussions, effective reviews etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of the executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of independent directors, at which the performance of the Board, its committee and individual Directors was also discussed.

CEO/CFO CERTIFICATION

Mr. Prafulkumar Karsanbhai Vaghasiya, Chairman & Director, Mr. Vipulbhai Dulabhai Mendapara, Managing Director and Mr. Gauravbhai Chhaganbhai Gopani, Chief Financial Officer/Director of the Company have given a certificate to the Board as contemplated in Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

COMMITTEES OF THE BOARD

Pursuant to the provisions Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted Committees of the Board i.e., Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

A) AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in line with the provisions of Section 177 along with Rule 6 of the Companies (Meeting and Its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II of the SEBI (Listing and Obligations and Disclosure Requirements) Regulations 2015.

The Board of the company constituted the Audit Committee (which includes terms of reference) on March 02nd, 2024.

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Management''s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the Management, the internal auditor, the statutory auditor and the cost auditor and notes the processes and safeguards employed by each of them. The Committee further reviews the processes and controls including compliance with laws, Code of Conduct and Insider Trading Code, Whistle Blower Policies and related cases thereto. The Committee also reviews matters under the Prevention of Sexual Harassment at Workplace Policy. Ms. Neha Shaw, Company Secretary & Compliance Officer is the Secretary to the Audit Committee. She has attended the Meeting of the Audit Committee held during the Financial Year 2023-24.

The Audit Committee is duly constituted in accordance with the applicable regulation. During the Financial Year ended 31st March 2025, the audit committee convened 5 (Five) which were held on the following dates:

• 29th July 2024,

• 30th September 2024,

• 30th October 2024

• 17th December 2024

• 18th March 2025.

B) NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 along with Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination and Remuneration Committee of the Board of Directors.

The Board of Directors of the Company constituted the Nomination and Remuneration Committee (which includes terms of reference as provided under the Act) on March 02nd , 2024..

The purpose of the Nomination and Remuneration Committee ("NRC") is to oversee the Company’s nomination process including succession planning for the senior management and the Board and specifically to assist the Board in identifying, screening and reviewing individuals qualified to serve as Executive Directors, Non-Executive Directors and determine the role and capabilities required for Independent Directors consistent with the criteria as stated by the Board in its Policy on Appointment and Removal of Directors. The NRC and the Board periodically reviews the succession planning process of the Company and is satisfied that the Company has adequate process for orderly succession of Board Members and Members of the Senior Management.

The NRC also assists the Board in discharging its responsibilities relating to compensation of the Company’s Executive Directors and Senior Management. The NRC has formulated Remuneration Policy for Directors, KMPs and all other employees of the Company.

The Nomination and Remuneration Committee is duly constituted in accordance with applicable regulations. During the Financial Year ended March 31,2025, the Nomination and Remuneration Committee convened one (1) meeting, which were held on 18th March 2025 via Video Conference.

C) STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Stakeholders Relationship Committee of the Board of Directors.

The Stakeholders'' Relationship Committee considers and resolves the grievances of our shareholders, debenture holders and other security holders, including complaints relating to non-receipt of annual report, transfer and transmission of securities, non-receipt of dividends/interests, issue of new/duplicate certificates, general meetings and such other grievances as may be raised by the security holders of the Company, from time to time.

The SRC also reviews:

a) The measures taken for effective exercise of voting rights by the shareholders;

b) The service standards adopted by the Company in respect of the services rendered by our Registrar & Transfer Agent;

c) The measures rendered and initiatives taken for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend/annual report/notices and other information by shareholders.

The Stakeholders’ Relationship Committee is duly constituted in accordance with applicable regulatFinancial Year ended on 31st March 2025, the Stakeholders'' Relationship Committee convened Three (3) Meeting which was held via Video Conference on the following dates:.

• 30.09.2024

• 16.01.2025

• 25.03.2025

D) INTERNAL COMPLAINTS COMMITTEE

The Scope of Internal Complaints Committee will be Redressal of complaints filed with fairness and without bias. Within the time period of 90 days and undertaking Awareness workshops/activities to educate all employees of the Company about Sexual harassment at workplace, its effects and laws against it. Filing a complaint with the ICC.

The Internal Complaints Committee is duly constituted in accordance with applicable regulations. During the Financial Year ended on 31st March 2025, the Internal Complaints Committee convened Two (2) Meeting which was held via Video Conference on the following dates:

• 30.12.2024

• 25.03.2025

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY.

The Mr. Rakesh M Ruparelia, Designated Partner of M/s Karma & Co. LLP, Chartered Accountant (Registration No. 127544W/W100376) was appointed as Internal Auditor for the Financial Year 2024-25 as per the provisions of Section 138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013.

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its business operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically used efficiently and adequately protected.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures, and strives to maintain the standards in Internal Financial Control.

STATUTORY AUDITORS AND AUDITOR''S REPORT

M/s. Sheladiya & Jyani, Chartered Accountants, (Firm Registration No. 134430W), were appointed as Statutory Auditors for a period of 5 years, commencing from the conclusion of the First Annual General Meeting held on 16th August 2024 till the conclusion of the 6th Annual General Meeting of the Company to be held in the year 2029.

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

The Report of the Statutory Auditors for the year ended 31st March, 2025 forming part of the Annual Report does not contain any qualification, reservation, observation, adverse remark or disclaimer. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

SECRETARIAL AUDITOR AND THEIR REPORT

The Board of Directors of the Company had appointed Mr. Gourav Saraf, Practicing Company Secretary, as the "Secretarial Auditors" of the Company, to conduct the Secretarial Audit for the Financial Year 2024-25, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, Regulation 24A and Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and on the recommendation of the Audit Committee, subject to the approval of the members in the ensuing Annual General Meeting, appointment of Mr. Gourav Saraf, Practising Company Secretaries (a Peer Reviewed Firm, peer review Number: 5758/2024 as Secretarial Auditors of the Company for a consecutive period of five years commencing from FY 2025 to FY 2030, at remuneration as may be mutually agreed between the Secretarial Auditor and Board of Directors.

The Secretarial Audit Report submitted by Mr. Gourav Saraf, the Secretarial Auditors, for the Financial Year 2024-25 is annexed as "Annex-ure-A" to this Board’s Report.

The profile along with other details of Mr. Gourav Saraf are provided in the annexure to the Notice.

EXPLANATION OR COMMENTS TO QUALIFICATION, RESERVATION, ADVERSE REMARK OR DISCLAIMER MADE, IF ANY, IN THE STATUTORY AUDITORS'' REPORT AND THE SECRETARIAL AUDIT REPORT.

The Statutory Auditors’ Report and the Secretarial Auditors’ Report to the members, for the year ended March 31,2025, does not contain any qualification, reservation, adverse remark or disclaimer which require explanations or comments by the Board.

REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors has reported to the Audit committee, under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officer or employees, the details of which would need to be mentioned in the Board’s report.

DISCLOSURE OF ACCOUNTING TREATMENT

The financial statements have been prepared and presented under the historical cost basis except for certain financial instruments which are measured at fair value or amortized cost and accrual basis of accounting, unless otherwise stated, and are in accordance with Generally Accepted Accounting Principles in India (‘GAAP’), statutory requirements prescribed under the Accounting Standards (‘AS’) specified under Section 133 of the Companies Act, 2013 read together with the Companies (Accounting Standards) Rules, 2021, in so far as they are applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the company. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a separate report on Management Discussion and Analysis is enclosed as an "Annexure -B" to the this Report.

WHISTLE BLOWER MECHANISM/ VIGIL MECHANISM

In compliance with the provisions of Section 177 of the Act and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established Vigil Mechanism/Whistle Blower Policy to encourage directors and employees of the Company to bring to the attention of any of the following persons, i.e. Whistle and Ethics Officer of the Company or to the Chairman of the Audit Committee or Company Secretary or Managing Director in exceptional cases., the instances of unethical behaviour, actual or suspected incidence of fraud or violation of the Code of Conduct for Directors and Senior Management (Code) that could adversely impact the Company’s operations, business performance or reputation.

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behaviour in all its operations, the company has formulated a Vigil Mechanism in addition to the existing code of conduct that governs the actions of its employees. This Whistle blower policy aspires to encourage all employees to report suspected or actual occurrence(s) of illegal, unethical or inappropriate events (behaviours or practices) that affect Company’s interest / image.

The Whistle Officer/Chairman of the Audit Committee shall submit a report to the Audit Committee on a regular basis about all the complaints referred to her since the last report together with the results of investigations, if any.

A copy of the Policy is available on the website of the Company and may be accessed through the web link at https://idealtechno-plast.com/Policies.aspx

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

There have been no material changes and commitments, affecting the financial position of the Company which occurred during the period between the end of the financial year to which the financial statements relate and the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY''S OPERATIONS IN FUTURE.

There is no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

DEMATERIALISATION OF SHARES

The Company’s equity shares are traded in dematerialized form on NSE. As of March 31,2025, 100% of the paid-up equity share capital of the Company are in dematerialized mode. The shares are assigned the International Securities Identification Number (ISIN) lNE0T9l01011 under the Depository System.

LISTING OF EQUITY SHARES:

During the year under review, Equity shares of your Company got listed on the National Stock Exchange of India (“NSE”) SME Platform on August 28th, 2024. The trading symbol of the Company is “IDEALTECHO”. Listing fees and the custodian charges to depositories, for the FY 2024-25 have been paid to NSE, NSDL and CDSL respectively.

REGISTRAR AND TRANSFER AGENT (RTA)

The Company has appointed Bigshare Services Pvt Ltd, as Registrar and Transfer Agent.

COMPANY''S POLICY ON PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE.

As per requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has already maintained an internal policy to prevent women’s harassment at work and covered all employees so they could directly make complaints to the management or Board of Directors if such situation arises. The Management and Board of Directors together confirm a total number of complaints received and resolved during the year is as follows:

a) No. of Complaints received: Nil

b) No. of Complaints disposed: Nil

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

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of Loans, Guarantees, Securities and Investments, if any, made during the financial year ended 31st March, 2025, are given in the notes to the Financial Statements in compliance with the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, your Company has formulated a Policy on Related Party Transactions which is available on Company’s website and can be accessed at www.idealtechnoplast.com/Policies.aspxThe Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

All contracts, arrangements and transactions entered by the Company with related parties during FY 2025 (including any material modification thereof), were in the ordinary course of business and on an arm’s length basis and were carried out with prior approval of the Audit Committee. Prior omnibus approval of Audit Committee was obtained for Related Party Transactions on a yearly basis for transactions which were planned and/or repetitive in nature and or entered in the Ordinary Course of Business and are at Arm’s Length

None of the contracts, arrangements and transactions with related parties, required approval of the Board/ Shareholders under Section 188(1) of the Act and Regulation 23(4) of the Listing Regulations Nor any transactions fall under the scope of Section 188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 does not apply to the Company for the FY 2025 and hence the same is not provided.

The information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 does not apply to the Company for the FY 2025 and hence the same is not provided.

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

In terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars of conservation of energy, technology absorption, foreign exchange earnings, and outgo, are provided below:

Considering the nature of business activities of the Company, the company proposes to install a solar rooftop system with a capacity of 214.55 kWp. This will lead to substantial savings in electricity consumption, reducing our grid dependence and energy costs. Additionally, the project contributes significantly to environmental sustainability by decreasing greenhouse gas emissions, supporting our commitment to green and responsible operations. The solar rooftop project exemplifies our strategic investment in clean technology and sustainable growth, providing both financial returns through energy savings and positive ecological impact. We continue to explore and implement similar energy conservation measures to foster long-term environmental and economic benefits for the company and stakeholders.

Foreign exchange earnings and outgo:

Foreign exchange earnings and outgo	2024-2025	2023-2024
(i) Foreign exchange earnings (actualinflows)	Nil	Nil
(ii)Foreign exchange outgo (actualoutflows)	Nil	Nil

DETAILS OF SUBSIDIARY COMPANIES, ASSOCIATES AND JOINT VENTURE COMPANIES

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

RISK MANAGEMENT

Your Company has an elaborate Risk Management procedure. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on acontinuing basis. The Audit Committee reviews the status of key risks and steps taken by the Company to mitigate such risks at regular intervals.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to Board Meetings and General Meetings respectively and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to sub-Section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained/ received from the operating management, your Directors make the following statement and confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explana tion relating to material departures;

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 at the end of the financial year and of the loss of the company for that period;

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors have prepared the annual accounts on a going concern basis; and

^e) 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;

^f) Proper internal financial controls were followed by the company and such internal financial controls are adequate and were operating effectively.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

The remuneration paid to the Directors and Key Managerial Personnel of the Company during the Financial Year 2024-25 was in accordance with the Nomination and Remuneration Policy of the Company. Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available on Company’s website and can be accessed at www.idealtechno-plast.com/Policies.aspx.

CAUTIONARY STATEMENT

Statements in the Directors’ Report and the Management Discussion & Analysis Report describing the Company’s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company’s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

APPRECIATIONS AND ACKNOWLEDGEMENTS

Your directors place on records their sincere appreciation for the significant contribution made by our employees through their dedication, hard work and commitment.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its customers, suppliers, distributors, stockists, retailers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress. It will be the Company’s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

The Directors also take this opportunity to thank all Shareholders, Investors, Clients, Vendors, Bankers, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

---

Mar 31, 2024

Your Directors are pleased to present the First Annual Report of the Company covering the
operating and financial performance together with the Audited Financial Statements and the
Auditors'' Report thereon for the Financial Year ended on March 31, 2024.

FINANCIAL RESULTS AND OPERATIONS REVIEW

The financial highlights of the Company during the period, after conversion from partnership
firm to Public limited company, from 23rd November 2023 upto the year ended on March 31,
2024 are as below:

Particulars	(Amount in lakhs)
Revenue from operations (Net)	1150.57
Other income	0.74
Total Revenue	1151.31
Profit/loss before depreciation, Finance, Costs, Exceptional items and Tax Expense	200.95
Less: Depreciation expense	16.49
Profit/loss before Finance, Costs, Exceptional items and Tax Expense	184.46
Less: Finance costs	20.62
Profit/Loss before Exceptional Items, Extraordinary Items and Tax Expense	163.84
Less: Exceptional Items	0
Profit/Loss before Extraordinary Items	163.84
Less: Extraordinary Items	0
Profit/ (Loss) before tax	163.84
Less: Tax expense:
(a) Current tax expense	41.24
(b) Deferred tax	(26.29)
Profit / (Loss) for the year	148.89
Earnings per share (face value Rs.10/-) Basic & Diluted	9.33

(In Rupees)

* Since this is first year of the Company no such data available for previous year.

During the year under review on the basis of Financial Statement the Company''s total revenue
from operations during the financial year ended 31^st March, 2024, for the period after
conversion from partnership firm to Public limited company, were Rs. 1150.57 (in lakhs) as
against the total expenses of Rs. 987.47 (in lakhs). The company has made Profit before
Exceptional Items, Extraordinary Items and Tax Expense of Rs. 163.84 (in lakhs). The Company
has made Net Profit of Rs. 148.89 (in lakhs).

The EPS of the Company for the said period is Rs. 9.33.

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances
and keeping in view the company''s dividend distribution policy, has decided it would be
prudent, not to recommend any Dividend for the year ended on 31^st March, 2024.

TRANSFER TO RESERVES

During the year under review, Company has not transferred any amount to reserves.

SHARE CAPITAL

During the year under review the Company has made changes in the share capital as on 31^st
March, 2024. The details of the same are mentioned below:

Authorised Share Capital:

During the under review, there is change in the Authorised Share Capital of the company.

The Company''s Authorized share capital has been increased from Rs. 1,39,64,380 (Rupees One
Crore Thirty Nine lakh Sixty Four Thousand Three Hundred Eighty) comprising of 13,96,438
(Thirteen Lakh Ninety Six Thousand Four Hundred Thirty Eight) equity shares of Rs.10/- each
to Rs. 5,00,00,000 (Rupees Five Crore) comprising of 50,00,000 (Fifty Lakh) equity shares of
Rs.10/- each vide Ordinary Resolution passed at their Shareholder Meeting dated 20^th January,
2024.

Paid Up Share Capital:

During the under review, there is change in the Paid up Share Capital of the company.

The Company''s paid up share capital has been increased from Rs. 1,39,64,380 (Rupees One Crore
Thirty Nine Lakh Sixty Four Thousand Three Hundred Eighty) comprising of 13,96,438(Thirteen
Lakh Ninety Six Thousand Four Hundred Thirty Eight) equity shares of Rs.10/- each to Rs.
3,67,50,000 (Rupees Three Crore Sixty Seven Lakh Fifty Thousand) comprising of 36,75,000
(Thirty Six Lakh Seventy Five Thousand) equity shares of Rs.10/- each by allotting 22,78,562
Equity Shares by the way of Right issue vide Board Resolution passed at Board Meeting held on
29^th February, 2024.

The change in paid-up share capital during the year was as under:

Particulars	No. of Securities Allotted	Cumulative Paid up
		Share Capital
Capital during Incorporation of the Company i.e. on November 23, 2023	-	1,39,64,380
Allotment of 22,78,562 equity shares of Rs. 10/- each fully paid up pursuant to Right Issue (on February 29, 2024)	22,78,562	2,27,85,620
Capital at the time of AGM	-	3,67,50,000

ALTERATION OF MEMORANDUM OF ASSOCIATION

The company has made the alteration in the Memorandum of Association of the company by
inserting sub clause 40 after existing sub-clauses 39 in Clause 3(b) vide Special Resolution passed
at the Extra-Ordinary General Meeting held on 12^th January, 2024.

Further the company has made alteration in the capital clause of Memorandum of Association of
the company by increasing in the Authorized Share Capital of the Company from Rs. 1,39,64,380
(Rupees One Crore Thirty Nine lakh Sixty Four Thousand Three Hundred Eighty) comprising of
13,96,438 (Thirteen Lakh Ninety Six Thousand Four Hundred Thirty Eight) equity shares of
Rs.10/- each to Rs. 5,00,00,000 (Rupees Five Crore) comprising of 50,00,000 (Fifty Lakh) equity
shares of Rs.10/- each vide Ordinary Resolution passed at their Shareholder Meeting dated 20^th
January, 2024.

ALTERATION OF ARTICLES OF ASSOCIATION

There has been no change in the Articles of Association of the Company.

STATE OF COMPANY AFFAIRS

The highlights of the company''s performance are as under (in lakhs):

• Revenue from operation during the year post conversion is Rs.1150.57/-.

• Net Profit during the year post conversion is Rs. 148.89/-.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company.

CHANGE IN THE BUSINESS ORGANISATION

Our Company was originally formed and registered as a partnership firm under the Partnership
Act, 1932 (Partnership Act) in the name and style of "M/ s. Ideal Technoplast Industries, pursuant
to a deed of partnership dated 24 ^th August, 2012. Thereafter "Ideal Technoplast Industries" was
converted from Partnership Firm to a Limited Company under Part I (Chapter XXI) of the
Companies Act, 2013 in the name of "Ideal Technoplast Industries Limited" and received a
certificate of incorporation dated 23^rd November, 2023 issued by the Registrar of Companies,
Ahmedabad.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY AND CHANGE IN NATURE OF THE BUSINESS

There have been no material changes and commitments affecting the financial position of the
Company between the end of the financial year and the date of this Directors'' Report.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND

Pursuant to the Section 124 applicable provisions of the Companies Act, 2013, read with the
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 ("IEPF Rules"), all the unpaid or unclaimed dividends are required to be transferred
to the IEPF established by the Central Government, upon completion of seven (7) years.

Further, according to the Investor Education & Protection Fund ("IEPF") Rules, the shares in
respect of which dividend has not been paid or claimed by the Shareholders for seven (7)
consecutive years or more shall also be transferred to the demat account created by the IEPF
Authority.

Your Company does not have any unpaid or unclaimed dividend or shares relating thereto which
is required to be transferred to the IEPF as on the date of this Report.

DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from
the public under Section 76 and Chapter V of the Companies Act, 2013 and rules made
thereunder.

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATES COMPANIES

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

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELS

Appointment/ Re-Appointment

During the year under review, the company has appointed following new directors and Key
Managerial Persons on its Board.

The Company has appointed Mr. Rushiraj Zaverbhai Patel (DIN: 08017580), Mr. Shaista Afreen
(DIN: 10118954) and Mr. Hardik Sureshbhai Kambodi (DIN: 10496271) as an Additional
Independent Director (Non-Executive) and Ms. Neha Shaw as Company secretary as well as
Compliance officer with effect from 21^st February, 2024.

Further the Company has appointed Mr. Vipulbhai Dulabhai Mendapara as Managing Director
of the Company and Mr. Prafulkumar Karsanbhai Vaghasiya as Chairman of the Company with
effect from 02^nd March, 2024.

Mr. Gauravbhai Chhaganbhai Gopani has been appointed as Chief Financial Officer of the
Company with effect from 02^nd March, 2024.

Further Mr. Rushiraj Zaverbhai Patel (DIN: 08017580), Mr. Shaista Afreen (DIN: 10118954) and
Mr. Hardik Sureshbhai Kambodi (DIN: 10496271) has been regularized as Independent Directors
vide Special Resolution passed at the Extra Ordinary General Meeting held on 09^th March, 2024.

Retirement by Rotation

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Prafulkumar Karsanbhai
Vaghasiya (DIN: 10402567) is liable to retire by rotation at the ensuing Annual General Meeting
and being eligible, offers himself for reappointment.

Your Directors recommended his re-appointment on recommendation made by the Nomination
and Remuneration Committee.

Cessation

During the year under review, there is no cessation of director from the Board.

Independent Directors

Mr. Rushiraj Zaverbhai Patel (DIN: 08017580) holds office as a Non-Executive and Independent
Director of the Company with effect from 21^st February, 2024 for the period of 5 years who is not
liable for retirement by rotation.

Ms. Shaista Afreen (DIN: 10118954), holds office as a Non-Executive and Independent Director
of the Company with effect from 21^st February, 2024 for the period of 5 years who is not liable for
retirement by rotation.

Mr. Hardik Sureshbhai Kambodi (DIN: 10496271) holds office as a Non-Executive and
Independent Director of the Company with effect from 21^st February, 2024 for the period of 5
years who is not liable for retirement by rotation.

Key Managerial Personnel:

Mr. Vipulbhai Dulabhai Mendapara - Managing Director

Mr. Gauravbhai Chhaganbhai Gopani - Chief Financial Officer

Ms. Neha Shaw - Company Secretary & Compliance Officer

DECLARATIONS OF INDEPENDENT DIRECTORS

The Company has received declaration pursuant to Section 149(7) of the Companies Act, 2013
from each of its Non-Executive and Independent Directors to the effect that they meet the criteria
of independence as provided in Section 149(6) of the Companies Act, 2013. These declarations
have been placed before and noted by the Board.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors to the best of its knowledge
and ability, confirm that:

(a) In the preparation of the annual accounts for the financial year ended on March 31, 2024, the
applicable accounting standards had been followed along with proper explanation relating to
material departures;

(b) They 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 at the end of the financial year March 31, 2024 and of the profit of
the Company for that period;

(c) They 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) They have prepared the annual accounts on a going concern basis;

(e) They have laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively; and

(f) They have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

COMPOSITION OF BOARD AND VARIOUS COMMITTEES AND THEIR
MEETINGS

The Board of Directors along with its Committees provide leadership and guidance to the
Management and directs and supervises the performance of the Company, thereby enhancing
stakeholder value.

BOARD OF DIRECTORS:

The Board has a fiduciary relationship in ensuring that the rights of all stakeholders are protected.
The Board of ITIL comprises of Executive (Whole-Time) and Non-Executive Directors.
Independent Directors are eminent persons with proven record in diverse areas like business,
accounting, marketing, technology, finance, economics, administration, etc. The composition of
Board of Directors represents optimal mix of professionalism, qualification, knowledge, skill sets,
track record, integrity, expertise and diversity. The Board of Directors, as on March 31, 2024,
comprised of 6 Directors, out of which 1 was Executive Director ("ED") (MD), 2 were Executive
Directors ("EDs") and 3 were Non-Executive Directors ("NEDs") Independent Directors ("IDs").
Detailed profile of our Directors is available on our website at https:// idealtechnoplast.com/.

Composition of Board:

Sr. No.
	Name of Director	Category	Designation
1.	Mr. Prafulkumar Karsanbhai Vaghasiya	Executive Director	Chairman
2.	Mr. Vipulbhai Dulabhai Mendapara	Executive Director	Managing Director
3.	Mr. Gauravbhai Chhaganbhai Gopani	Executive Director	Executive Director & CFO
4.	Mr. Rushiraj Zaverbhai Patel	Independent Director	Non-Executive Director
5.	Mrs. Shaista Afreen	Independent Director	Non-Executive Director
6.	Mr. Hardik Sureshbhai Kambodi	Independent Director	Non-Executive Director

Board Meetings:

The Board of Directors duly met 11 times at regular intervals during the mentioned financial year
and in respect of which meetings proper notices were given and the proceedings were properly
recorded and signed in the Minutes Book maintained for the purpose. The intervening gap
between the two meetings was within the period prescribed under the Companies Act, 2013. The
dates on which meetings were held are as follows:

Date of Meeting	Name of the Directors
	Vipulbhai Dulabhai Mendapara	Prafulkumar Karsanbhai Vaghasiya	Gauravbhai Chhaganbhai Gopani	Rushiraj Zaverbhai Patel	Shaista Afreen	Hardik Sureshbhai Kambodi
29/11/2023	Yes	Yes	Yes	NA	NA	NA
01/12/2023	Yes	Yes	Yes	NA	NA	NA
04/12/2023	Yes	Yes	Yes	NA	NA	NA

18/12/2023	Yes	Yes	Yes	NA	NA	NA
12/01/2024	Yes	Yes	Yes	NA	NA	NA
16/01/2024	Yes	Yes	Yes	NA	NA	NA
21/01/2024	Yes	Yes	Yes	NA	NA	NA
21/02/2024	Yes	Yes	Yes	NA	NA	NA
29/02/2024	Yes	Yes	Yes	Yes	Yes	Yes
02/03/2024	Yes	Yes	Yes	Yes	Yes	Yes
21/03/2024	Yes	Yes	Yes	Yes	Yes	Yes
No of Board Meeting attended	11/11	11/11	11/11	3/3	3/3	3/3

** During the year under review 3 (Three) Extra Ordinary General Meeting were held on 12^th
January, 2024, 20^th January, 2024 and 09^th March, 2024.

AUDIT COMMITTEE:

The Audit Committee has been constituted with effect from 02^nd March, 2024 by the Board in
compliance with the requirements of Section 177 of the Companies Act, 2013. The board of
directors has entrusted the Audit Committee with the responsibility to supervise these processes
and ensure accurate and timely disclosures that maintain the transparency, integrity and quality
of financial control and reporting.

The Company Secretary acts as the Secretary to the Committee. The internal auditor reports
functionally to the Audit Committee. The Chief Financial Officer of the Company also attends
the meetings as invitee.

Composition of Audit Committee:

Sr. No.
	Name of Director	Designation	Nature of Directorship
1.	Mr. Hardik Sureshbhai Kambodi	Chairman	Non-Executive Independent Director

2.	Ms. Shaista Afreen	Member	Non-Executive Independent Director
3.	Mr. Rushiraj Zaverbhai Patel	Member	Non-Executive Independent Director

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (NRC) consist majority of Independent Directors.
The Nomination and Remuneration Committee has been constituted with effect from 02^nd March,
2024 by the Board in compliance with the requirements of Section 178 of the Companies Act, 2013.
The board of directors has entrusted the Nomination and Remuneration Committee with the
responsibility to formulation of the criteria for determining qualifications, positive attributes
and independence of a director and recommend to the board of directors a policy relating to, the
remuneration of the directors, key managerial personnel .

Composition of Nomination and Remuneration Committee:

Sr. No.
	Name of Director	Designation	Nature of Directorship
1.	Ms. Shaista Afreen	Chairman	Non-Executive Independent Director
2.	Mr. Hardik Sureshbhai Kambodi	Member	Non-Executive Independent Director
3.	Mr. Rushiraj Zaverbhai Patel	Member	Non-Executive Independent Director

STAKEHOLDER''S RELATIONSHIP COMMITTEE:

The Stakeholders'' Relationship Committee has been constituted with effect from 02^nd March,
2024. by the Board in compliance with the requirements of Section 178(5) of the Companies Act,
2013.The Stakeholders'' Relationship Committee ("SRC") considers and resolves the grievances of
our shareholders, including complaints relating to non-receipt of annual report, transfer and
transmission of securities, non-receipt of dividends/interests and such other grievances as may
be raised by the security holders from time to time.

Composition of Stakeholders'' Relationship Committee:

Sr. No.
	Name of Director	Designation	Nature of Directorship
1.	Mr. Rushiraj Zaverbhai Patel	Chairman	Non-Executive Independent Director
2.	Ms. Shaista Afreen	Member	Non-Executive Independent Director

3.

Mr. Hardik Sureshbhai Kambodi

Member

Non-Executive Independent Director

DETAILS OF FRAUD REPORTING BY AUDITOR

During the year under review, there were no frauds reported by the auditors to the Board under
section 143(12) of the Companies Act, 2013.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company has formed Nomination and Remuneration Committee which has framed
Nomination and Remuneration Policy. The Committee reviews and recommend to the Board of
Directors about remuneration for Directors and Key Managerial Personnel and other employee
up to one level below of Key Managerial Personnel. The Company does not pay any
remuneration to the Non-Executive Directors of the Company other than sitting fee for attending
the Meetings of the Board of Directors and Committees of the Board. Remuneration to Executive
Directors is governed under the relevant provisions of the Act and approvals.

The Company has devised the Nomination and Remuneration Policy for the appointment, re¬
appointment and remuneration of Directors, Key Managerial. All the appointment, re¬
appointment and remuneration of Directors and Key Managerial Personnel are as per the
Nomination and Remuneration Policy of the Company.

For Board of Directors and Senior Management Group, the Board of Directors of the Company
has laid down a code of conduct for all the Board Members and Senior Management Group of
the Company. The main object of the Code is to set a benchmark for the Company''s commitment
to values and ethical business conduct and practices. Its purpose is to conduct the business of the
Company in accordance with its value systems, fair and ethical practices, applicable laws, rules
and regulations. Further, the Code provides for the highest standard of professional integrity
while discharging the duties and to promote and demonstrate professionalism in the Company.

VIGIL MECHANISM

The Company is committed to principles of professional integrity and ethical behavior in the
conduct of its affairs. The Whistle-blower Policy provides for adequate safeguards against
victimisation of director(s) / employee(s) who avail of the mechanism and also provides for direct
access to the Chairperson of the Audit Committee. It is affirmed that no person has been denied
access to the Audit Committee. The Compliance officer and Audit Committee is mandated to

receive the complaints under this policy. The Board on a yearly basis is presented an update on
the whistleblower policy. The Policy ensures complete protection to the whistle-blower and
follows a zero tolerance approach to retaliation or unfair treatment against the whistle-blower
and all others who report any concern under this Policy. During the year under review, the
Company did not receive any complaint of any fraud, misfeasance etc. The Company''s Whistle
Blower Policy (Vigil Mechanism) has also been amended to make employees aware of the
existence of policies and procedures for inquiry in case of leakage of Unpublished Price Sensitive
Information to enable them to report on leakages, if any, of such information.

BOARD EVALUATION

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual
Directors, pursuant to the provisions of the Act.

The Board sought the feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring
corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board/ Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The Chairman of the Board had one-on-one meetings with each Independent Director and the
Chairman of NRC had one-on-one meetings with each Executive and Non-Executive, Non¬
Independent Directors. These meetings were intended to obtain Directors'' inputs on effectiveness
of the Board/Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the
Board as a whole, and the Chairman of the Company was evaluated, taking into account the
views of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual
directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of
Nomination and Remuneration Committee, the performance of the Board, its committees, and
individual directors was discussed.

The evaluation process endorsed the Board Members'' confidence in the ethical standards of the
Company, the resilience of the Board and the Management in navigating the Company during
challenging times, cohesiveness amongst the Board Members, constructive relationship between
the Board and the Management, and the openness of the Management in sharing strategic
information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its
committees and individual directors as per the formal mechanism for such evaluation adopted
by the Board. The performance evaluation of all the Directors was carried out by the Nomination
and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as
a whole was carried out by the Independent Directors. The exercise of performance evaluation
was carried out through a structured evaluation process covering various aspects of the Board
functioning such as composition of the Board & committees, experience & competencies,
performance of specific duties & obligations, contribution at the meetings and otherwise,
independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out the annual
performance evaluation of the Directors individually as well as evaluation of the working of the
Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas:

1. For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties,

• Role and functions

2. For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

RISK MANAGEMENT POLICY

The Company is aware of the risks associated with the business. It regularly analyses and takes
corrective actions for managing/ mitigating the same.

The Company has framed a formal Risk Management Policy for risk assessment and risk
minimization which is periodically reviewed to ensure smooth operation and effective
management control. The Audit Committee also reviews the adequacy of the risk management
framework of the Company, the key risks associated with the business and measure and steps in
place to minimize the same.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company provides equal opportunities and is committed to creating a healthy working
environment that enables our Minds to work with equality and without fear of discrimination,
prejudice, gender bias or any form of harassment at workplace. Your Company has in place a
Prevention of Sexual Harassment (POSH) policy in accordance with the requirements of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
which is also available on our website (www.idealtechnoplast.in ).

Further, your company has setup an Internal Complaint Committee ("ICC") at the corporate
office. ICC has equal representation of men and women and is chaired by senior woman of the
Company.

The composition of internal complaint committee is as follows:

Sr	Name of the Member	Designation
No
1.	Ms. Mitulaben Vipulbhai Mendapara	Associate
2.	Ms. Vaishnavi Prafulbhai Vaghasia	Associate
3.	Mr. Prafulkumar Karsanbhai Vaghasiya	Director & Chairman

STATUTORY AUDITORS:

M/s. Sheladiya & Jyani, Chartered Accountants, FRN No. (134430W) was appointed as first
Auditor of the Company in the first board meeting of the company to hold the office of the
Statutory Auditors of the Company from the conclusion of first Board Meeting until the
conclusion of the ensuing Annual General Meeting and to conduct the Statutory Audit for the
period ended March 31, 2024 on such remuneration as may be fixed by the Board of Directors of
the Company in consultation with the Auditors.

In the ensuing AGM, M/s. Sheladiya & Jyani, Chartered Accountants, Firm Registration Number
(134430W) will be appointed as Statutory Auditor of the company for a term of five years starting
from the conclusion of this Annual General Meeting held until the conclusion of 6^th consecutive
Annual General Meeting of the Shareholders of the Company.

The Company has received a certificate from them to the effect that their appointment, if made,
would be within the limits prescribed under Section 141(3) of the Companies Act, 2013.

The report of the Statutory Auditor does not contain any qualification, reservation, adverse
remark or disclaimer. The observations made in the Auditor''s Report are self-explanatory and
therefore do not call for any further comments.

DIRECTORS'' RESPONSE ON AUDITORS'' QUALIFICATIONS, RESERVATIONS
OR ADVERSE REMARKS OR DISCLAIMER MADE

There is a no qualification or Disclaimer of Opinion in the Auditor''s Report on the Financial
Statements to the shareholders of the Company made by the Statutory Auditors in their Auditors.

SECRETARIAL STANDARDS

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings
of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect
from October 1, 2017. The Company has devised proper systems to ensure compliance with
Secretarial standards and its provisions and is in compliance with the same.

ANNUAL RETURN

In accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 2013 read with Rule 12(1) of
the Companies (Management and Administration) Rules, 2014, The annual return in Form
No.MGT-7 for the financial year 2023-24 will be available on the website of the Company
(www.idealtechnoplast.in ). The due date for filing annual return for the financial year 2023-24 is

within a period of sixty days from the date of annual general meeting. Accordingly, the Company
shall file the same with the Ministry of Corporate Affairs within prescribed time and a copy of
the same shall be made available on the website of the Company (www.idealtechnoplast.in ) as
is required in terms of Section 92(3) of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT, SECURITY UNDER
SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of investment made and advanced given as loans by the Company, during the year
under review are as mentioned in the Notes 8 and Note 13 respectively forming part of the
Financial Statements. The Company has not provided Guarantee and security under Section 186
of the Companies Act, 2013 during the year under review.

LOANS FROM DIRECTOR/ RELATIVE OF DIRECTOR

The balances of monies accepted by the Company from Directors/ relatives of Directors at the at
the close of year were NIL.

The Funds has been given out of Directors owned Funds and is not being given out of funds
acquired by borrowing from others.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

All Related Party Transactions that were entered during the financial year ended on 31^st March,
2024 were on an arm''s length basis and in the ordinary course of business and is in compliance
with the applicable provisions of the Act. There were no Related Party Transactions made by the
Company during the year that required shareholders'' approval.

The Company has entered into related party transactions which fall under the scope of Section
188(1) of the Act. Accordingly, the disclosure of related party transactions as required under
Section 134(3)(h) of the Act in Form AOC 2 are given in Annexure I of this Director Report for
the F.Y 2023-24.

Details of other related party transactions have been included in Note 21 to the financial
statements. The Policy on the Related Party Transactions is available on the Company''s website
at www.idealtechnoplast.in

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has laid down the set of standards, processes and structure which enables to
implement internal financial control across the Organization and ensure that the same are
adequate and operating effectively. To maintain the objectivity and independence of Internal
Audit, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system
in the Company, its compliance with the operating systems, accounting procedures and policies
of the Company. Based on the report of Internal Auditor, the process owners undertake the
corrective action in their respective areas and thereby strengthen the Control. Significant audit
observation and corrective actions thereon are presented to the Audit Committee of the Board.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN
EXCHANGE EARNINGS AND OUTGO

As required by the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8
of the Companies (Accounts) Rules, 2014 the relevant data pertaining to conservation of Energy,
Technology Absorption, Foreign exchange earnings is attached with Annexure-II.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
COURTS/ REGULATORS

During the year under review, there were no significant and/or material orders passed by any
Court or Regulator or Tribunal, which may impact the going concern status or the Company''s
operations in future.

CORPORATE SOCIAL RESPONSIBILITY

As the Company does not fall under the mandatory bracket of Corporate Social Responsibility as
required under Section 135 of the Companies Act, 2013, hence Company has not taken any
initiative on Corporate Social Responsibility.

DEMATERIALISATION OF EQUITY SHARES

The Demat activation number allotted to the Company is BIN: INE0T9I01011.Accordingly the
shares of the company are under compulsory demat form.

INDUSTRIAL RELATIONS

The Directors are pleased to report that the relations between the employees and the management
continued to remain cordial during the year under review.

LISTING WITH STOCK EXCHANGE

The company is in process of listing its securities on the Emerge platform of National Stock
exchange of India Limited and has applied for getting in-principle approval for the same.

MAINENTANCE OF COST RECORD

The provisions relating to maintenance of cost records as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act, 2013, are not applicable to the
Company and accordingly such accounts and records are not required to be maintained.

PARTICULARS OF EMPLOYEES

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 are not applicable to the Company.

INSOLVENCY AND BANKRUPTCY CODE

There is no application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year.

The details of difference between amount of the valuation done at the time of one time settlement
and the valuation done while taking loan from the Banks or Financial Institutions along with the
reasons thereof is not applicable to the Company.

ACKNOWLEDGMENTS

The Board of Directors greatly appreciates the commitment and dedication of employees at all
levels who have contributed to the growth and success of the Company. We also thank all our
clients, vendors, investors, bankers and other business associates for their continued support and
encouragement during the year.

We also thank the Government of India, Government of Gujarat, Ministry of Commerce and
Industry, Ministry of Finance, Customs and Excise Departments, Income Tax Department and all
other Government Agencies for their support during the year and look forward to their continued
support in future.

By Order of the Board of Directors
For, Ideal Technoplast Industries Limited

Place: Surat
Date: 29^th July, 2024

Vipulbhai Dulabhai Mendapara Prafulkumar Vaghasiya
Managing Director Director

DIN: 10402565 DIN: 10402567