Directors Report of Karnawati Innovation Ltd.

Mar 31, 2025

Our Directors have pleasure in presenting the Thirty-Ninth (39^th) Annual Report on the business and
operations of your Company together with the audited accounts for the financial year ended March
31, 2025.

1. Financial Summary/ Performance of the Company:

(Rs. In Rupees)

PARTICULARS	For the financial	For the financial
	year ended March	year ended March
	31, 2025	31, 2024
Revenue from Operation	92,86,108.45	4,03,16,458.00
Other Income	0.00	6,000.00
Total Revenue	92,86,108.45	4,03,22,458.00
Purchase of stock-in-trade	45,27,248	4,05,07,000
Change in inventories of Finished Goods, Work-in-Process and Stock-in-Trade	_-	(39,39,000)
Employees benefits expenses	3,99,850	2,40,000
Finance Cost	-	-
Depreciation	2,76,786	2,60,500
Other Expenses	17,66,851	12,16,200.00
Total Expenses	69,70,734.59	3,82,84,700.00
Profit before exceptional and extraordinary items and tax	23,15,373.86	20,37,000.00
Exceptional Item	Nil	Nil
Profit before Tax	23,15,373.86	20,37,000.00
Less: Current Tax	8,50,000	-
Deferred Tax	-	-
Profit For the Year	14,65,373.86	20,37,000.00
Other Comprehensive Income	-	-
Total Comprehensive Income for the year	14,65,373.86	20,37,000.00
Earning Per Share(EPS)
Basic	0.03	0.04
Diluted	0.03	0.04

2. Dividend

Your directors have considered it financially prudent in the long-term interest of the Company
to reinvest the profits in the business of the Company to build a strong reserve base and grow
the business of the Company. No final dividend has therefore been recommended for the year
ended March 31, 2025

3. Transfer to Reserves

During the year under review, your company has not declared dividend from the general
reserves of the Company Your Company has not transferred any sum of to the General
Reserves.

4. Transfer of Unclaimed Dividend and Unclaimed Shares:

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit,
Transfer and Refund) Rules, 2016 (including amendments and modifications, thereof), no
unpaid / unclaimed dividends were transferred during the year under review to the Investor
Education and Protection Fund.

5. Operations Review and the state of affairs of the Company

During the year under the review your Company focuses on achieving milestone in the same
area. This would strengthen the generation and sustainability of revenue in the years to come.
Your Company achieved total revenue of Rs 92,86,108.45 Lakhs in 2024-25 as against Rs.
4,03,22,458/- Lakhs in 2023-24 and had a Net Profit after tax of Rs. 14,65,373.86 Lakhs in
2024-25, as against the Net Profit of Rs. 20,37,000.00 Lakhs in 2023-24.

6. Nature of Business

There is change in the nature of business of the company during the year .our Company
operated in four segments i.e. 1. importers, exporters, dealers, distributors and merchants of
plastics 2. To carry on the business of cultivation, farming, and production of crops, fruits,
vegetables, grains, and other agricultural products. 3.To carry on all or any of the Business of
Goldsmiths, Silver smiths 4. To carry on business of plastic recycling.

Share Capital/ Capital Structure and Listing of Share

The Authorised Share capital of the Company as at 31^st March, 2025 was Rs. 56,00,00,000
divided into 56,00,00,000 equity shares of Rs. 1/- each.

The Paid-up Share Capital of your Company as on 31^st March, 2025 was Rs. 5,40,31,000
divided into 5,40,31,000 equity shares of Rs. 1/- each.

The Companyâs equity shares are listed with BSE Limited. The annual listing fee for the
financial year 2024-25 is required to be paid to the Stock Exchange.

*Increase in Authorised Share Capital of the Company from ?6,00,00,000/- (Rupees Six
Crore only) divided into 6,00,00,000 (Six Crore only) equity shares of ? 1/- (Rupees One) each
to ? 56,00,00,000 /- (Rupees Fifty Six Crore Only) divided into 56,00,00,000 /- (Fifty Six Crore

Only) equity shares of face value of Rs. 1/- (One Rupee) each. vide Postal Ballot Dated March
23, 2025.

7. Material changes and commitments affecting the financial position of the Company

Material Changes and Commitments Affecting Financial Position of the Company:

During the year, following material changes and commitments have occurred which have an
impact on the financial position of the Company:

* Alteration in the existing Object Clause of the Memorandum of Association (the âMoAâ)
of the Company by adding the following as sub-clause 4,5,6 in Clause III (a) of the MoA

4. To carry on the business of cultivation, farming, and production of crops, fruits, vegetables,
grains, and other agricultural products.To engage in the breeding, raising, and management of
livestock, poultry, and aquaculture for the production of meat, dairy, eggs, and other animal-
related products.To process, package, and market agricultural products, including but not
limited to milling, grinding, canning, and preserving.To manufacture, import, export, buy, sell,
trade, and deal in fertilizers, pesticides, seeds, and other agricultural inputs.To provide
agricultural services, including crop advisory, soil testing, pest control, and farm
management.To establish and operate agricultural research and development facilities for the
improvement and innovation of farming techniques, crop varieties, and animal husbandry
practices.To set up and manage farms, orchards, plantations, and nurseries for the cultivation
and propagation of agricultural and horticultural products.To engage in the development and
promotion of organic and sustainable farming practices.To establish and manage retail and
wholesale outlets for the sale of agricultural products, equipment, and inputs.To enter into
collaborations, joint ventures, and partnerships with other entities for the development of
agriculture-related projects.To invest in and acquire shares or interests in other companies
engaged in agriculture-related activities.To undertake any other business activities that are
incidental or conducive to the attainment of the above objects

5. To carry on all or any of the business of goldsmiths, silver smiths, jewellers, gem and
diamond merchants and Trading and of manufacturing and dealing in clocks, watches,
jewellery, cutlery and their components and accessories and of producing acquiring and trading
in metals, bullion, gold ornaments, silver utensils, diamond, precious stones, paintings,
manuscripts, antiques and objects of art and importers and exporters of bullion and other
refined and smelted metals. To carry on in India or abroad the business to manufacture, produce
.design, develop, modify,refine, repair, process, aller, exchange. set. convert. finish, polish, cut,
fit, trim. contract, subcontract,supply, buy, sell, import ,export .wholesale, retail and to act as
agent, broker, adatias. job worker, consignor,contractor, vendor,collaborator, stockiest,
distributor or otherwise to deal in allshapes, size, varieties, design, applications, combinations
and use of apparels, ornaments, gems, jewellery(s). goods, antiques, articles and things, their
parts. Accessories, fillings, components. ingredients and materials thereof made partly or
wholly of gold. silver, platinum or other precious metals and alloys, thereof together with
precious, semiprecious, imitation, synthetic, natural or other varieties ''of stones and materials
whatsoever

6. To carry on business of plastic recycling and as dealers in plastic raw materials, resins, goods
and articles connected with the plastic manufacturing industry and importers, exporters,
manufacturers, agents and representatives and dealers in all kinds of plastic raw materials and
products and to carry on in India or elsewhere the business to provide, commercialize, control,
develop, establish, handle, operate, hold, pack, organise, promote, service, supervise, represent

and to act as agent, concessionaires, consultants, booking agents or deal in all types reusable
materials through recycling operations, remediation services for decontaminating buildings,
mine sites, soil, or groundwater, and dispose of garbage and other waste materials.

* RIGHT ISSUE

* The Board of Directors of the Company in its (âBoardâ) Meeting held on 04 March 2025,
approved the Right Issue of 48,62,79,000 fully paid-up Equity Shares (âRights Equity Sharesâ)
of face value of Rs. 1/- each for an amount aggregating Rs. 48,62,79,000/-.

However, due to non-receipt of listing approval from the Bombay Stock Exchange within the
stipulated time period, the Company was unable to credit the allotted shares to the demat
accounts of the shareholders. This delay resulted in the blocking of funds invested by the
shareholders and hence led to number of investor complaints. So, in order to protect the
interests of the investors, the Right issue committee has resolved to withdraw the proposed
rights issue at its meeting held on 27^th May 2025.

*NAME CHANGE

* Change in the name of Company from âBISIL PLAST LIMITED â to âKARNAWATI
INNOVATION LIMITEDâ has been approved by the Board of Directors in their meeting
dated 05^th July 2025 and the same was approved by the shareholders of the company by way of
postal ballot through remote e-voting Dated August 28, 2025 subject to the approval of other
regulatory authorities. CRC, MCA has reserved the name âKARNAWATI INNOVATION
LIMITEDâ vide its letter dated 15^th July 2025.

8. Subsidiaries, Associate Companies and Joint Venture

The Company is not required to consolidate its financial statement for the year ended 31^stMarch, 2025 as the Company does not have any subsidiaries, joint venture, or associate
Companies.

9. Indian Accounting Standards (Ind As):-

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazette dated
February 16, 2015, notified the Indian Accounting Standard (Ind As) and Ind AS has replaced
the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013 read
with Rule 7 of the Companies (Accounts) Rules, 2014. The Company has adopted Indian
Accounting Standards (âInd ASâ) from April 01, 2017 (transition date to Ind AS is April
01, 2016) and the financial Statements have been prepared in accordance with recognition
and measurement principal of Indian Accounting Standards (âInd ASâ) as prescribed
under the Companies (Indian Accounting Standards) Rules, 2015, as specified in section 133 of
the Companies Act, 2013.

The Annual Accounts for the year ended 31^st March, 2025 have also been prepared in
accordance with Indian Accounting Standard (Ind AS).

10. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo

The Company being engaged in the business of business of plastics products, business of
cultivation, farming, and production of crops, business of goldsmiths, silver smiths, business of
plastic recycling and does not have any energy utilization or technology absorption. The
Company during the year under review does not have any inflow or outflow in foreign
exchange.

The Information relating to conservation of energy, technology absorption, foreign exchange
earnings and outgo under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3)
of the Companies (Accounts) Rules, 2014 is enclosed as âAnnexure-Iâ and forms part to this
report.

11. Board Meetings

A tentative calendar of Meeting is prepared and circulated well in advance to the Directors.
The intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013, Secretarial Standard - 1 and Listing Regulations.

During the year ended March 31, 2025, the Board met 13 times. The details of
Board/committee meetings and the attendance of Directors are provided in the Corporate
Governance Report, which forms a part of this Report.

S. No.	Date of Meeting
1	21/05/2024
2	10/06/2024
3	09/07/2024
4	22/07/2024
5	13/08/2024
6	04/09/2024
7	14/09/2024
8	22/10/2024
9	20/12/2024
10	10/01/2025
11	17/01/2025
12	14/02/2025
13	04/03/2025

Further, all the recommendations of Audit Committee were accepted by the Board of
Directors.

12. Committee Meetings
a. AUDIT COMMITTEE

The composition of the Audit Committee and terms of reference are in compliance with the
provisions of Section 177 of the Act. All members of the Committee are financially literate and
have accounting or related financial management expertise.

The Audit Committee consists of the following members as on March 31, 2025:

S. No.	Name of Director	Category	Status
1.	Mr. Kaushal Dharmeshbhai Patel	Additional Non-Executive - Independent Director	Chairperson
2.	Mr. Vatsal Sanjaybhai Patel	Additional Non-Executive - Independent Director	Member
3.	Mr. Jagdip Panachand Vora	Non-Executive Director	Member

During the year under review, the Audit Committee met 09 (Nine) times.

Following is the detail of the attendance of each of the members of the Audit Committee at its
Meeting held during the year under review:

S. No.	Date of Meeting	Total No of Directors as on date of meeting	Attendance
			No. of Directors attended	% of Attendance
1	21/05/2024	3	3	100
2	10/06/2024	3	3	100
3	22/07/2024	3	3	100
4	13/8/2024	3	3	100
5	22/10/2024	3	3	100
6	10/01/2025	3	3	100
7	14/02/2025	3	3	100
8	04/03/2025	3	3	100
9.	23/03/2025	3	3	100

b Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee and terms of reference are in
compliance with the provisions of Section 178 of the Act.

The Nomination and Remuneration Committee consists of the following members as on March
31, 2025:

S. No.	Name of Director	Category	Status
1.	Mr. Kaushal Dharmeshbhai Patel	Non-Executive - Independent Director	Chairperson
2.	Mr. Vatsal Sanjaybhai Patel	Non-Executive - Independent Director	Member
3.	Mr. Jagdip panachand Vora	Non-Executive Director	Member

During the year under review, the Nomination and Remuneration Committee met 09 (Nine)
times.

Following is the detail of the attendance of each of the members of the Nomination and
Remuneration Committee at its Meeting held during the year under review:

S. No.	Date of Meeting	Total No of Directors as on date of meeting	Attendance
			No. of Directors attended	% of Attendance
1	10/06/2024	3	3	100
2	09/07/2024	3	3	100
3	22/07/2024	3	3	100
4	04/09/2024	3	3	100
5	14/09/2024	3	3	100
6	10/01/2025	3	3	100
7	17/01/2025	3	3	100
8	14/02/2025	3	3	100
9	04/03/2025	3	3	100

c. Stakeholders Relationship Committee

The composition of the Stakeholders Relationship Committee and terms of reference are in
compliance with the provisions of Section 178 of the Act.

The Stakeholders Relationship Committee consists of the following members as on March 31,
2025:

Name of Director	Category	Status
Mr. Kaushal Dharmeshbhai Patel	Non-Executive - Independent Director	Chairperson
Mr. Vatsal Sanjaybhai Patel	Non-Executive-Non Independent Director	Member
Mr. Jagdip panachand Vora	Non-Executive Director	Member

During the year under review, the Stakeholders Relationship Committee met 2 (Two) times.

Following is the detail of the attendance of each of the members of the Stakeholders
Relationship Committee at its Meeting held during the year under review:

S. No.	Date of Meeting	Total No of Directors as on date of meeting	Attendance
			No. of Directors attended	% of Attendance
1	10/01/2025	3	3	100
2.	04/03/2025	3	3	100

13. Annual Return

In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual
Return of the Company for the financial year ended March 31, 2025 has been uploaded on the
website of the Company and the web link of the same is https://www.bisilplast.com/.

14. Directors & Key Managerial Personnel

The Company has a professional Board with Executive Directors & Non-Executive Directors
who bring the right mix of knowledge, skills, and expertise and help the Company in
implementing the best Corporate Governance practices.

a) Retirement by Rotation

Pursuant to the provisions of Section 152 and other applicable provisions of the Companies
Act, 2013, One- third of such of the Directors as are liable to retire by rotation, shall retire
every year and, if eligible, offer themselves for re-appointment at every AGM.
Consequently, Mr. Jagdip Panachand Vora (DIN:09518891), Director, is liable to retire by
rotation at the ensuing Annual General Meeting of the Company and being eligible, he has
offered himself for re-appointment. Necessary resolution for his re-appointment are
included in the Notice of AGM for seeking approval of members. The Board of Directors
has recommended his re-appointment.

The details as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 regarding re-appointment of Mr. Jagdip Panachand Vora
(DIN:09518891) his brief resume, the nature of expertise in specific functional areas, names
of Companies in which he hold Directorships, committee Memberships/ Chairmanships, his
shareholding in the Company etc., are furnished in the annexure to the notice of the ensuing
AGM.

b) Appointment

1. Mr. Paresh Sukhadiya

â¢ The Board of Directors of Company based on the recommendation of the Nomination and
Remuneration Committee has appointed Mr. Paresh Sukhadiya (DIN: 07619787) as an
additional Director as Executive director w.e.f. 9th July, 2024 of the Company subject to
Shareholdersâ Approval.

â¢ The above mentioned appointment has been approved by the shareholders in 38th AGM by
Ordinary Resolution as on 21^st September, 2024.

â¢ The Board of Directors of Company approved the appointment of Mr. Paresh Sukhadiya
(DIN: 07619787) as a Chief Financial officer of the Company with effect from 9th July,
2024.

2. Mr. Jagdip Panachand Vora

The Board of Directors of Company based on the recommendation of the Nomination and
Remuneration Committee has appointed Mr. Jagdip Panachand Vora (DIN 09518891) as an
Additional Director of the Company with effect from 04^th September 2024 subject to
Shareholdersâ Approval.

The above mentioned appointment has been approved by the shareholders by passing
Ordinary Resolution through Postal Ballot as on 23^rd March 2025.

3. Mr. Kevinkumar Mansukhlal Saparia

The Board of Directors of Company based on the recommendation of the Nomination and
Remuneration Committee has appointed Mr. Kevinkumar Mansukhlal Saparia (DIN
06511140) as an Additional Executive Director of the Company with effect from 23^rdSeptember 2024 subject to Shareholdersâ Approval.

The Board of Director of the Company appointed Mr. Kevinkumar Mansukhlal Saparia (DIN
06511140) as a Managing director of the company with effect from 10^th January 2025
Subject to shareholders approval

The Board of director of the company at their meeting held on 14^th February 2025 approved
the appointment of Mr. Kevinkumar Mansukhlal Saparia (DIN 06511140) as Chief Financial
Officer of the company.

The above mentioned appointment as Executive Director and Managing director has been
approved by the shareholders by passing Special Resolution through Postal Ballot by way of
remote e-voting dated 23^rd March 2025.

4. Mr. Kaushal Dharmeshbhai Patel (DIN 10723735)

The Board of Directors of Company based on the recommendation of the Nomination and
Remuneration Committee has appointed Mr. Kaushal Dharmeshbhai Patel (DIN 10723735) as
an Additional Non- Executive Independent Director of the Company with effect from 10th
January 2025 subject to Shareholdersâ Approval.

The above mentioned appointment has been approved by the shareholders by passing Special
Resolution through Postal Ballot as on 23^rd March 2025

5. Mr. Vatsal Sanjaybhai Patel (DIN 10732711)

The Board of Directors of Company based on the recommendation of the Nomination and
Remuneration Committee has appointed Mr. Vatsal Sanjaybhai Patel (DIN 10732711) as an
Additional Non- Executive Independent Director of the Company with effect from 10^th January
2025 subject to Shareholdersâ Approval.

The above mentioned appointment has been approved by the shareholders by passing Special
Resolution through Postal Ballot as on 23^rd March 2025

6. Ms. Nidhiben Ravindrakumar Joshi (DIN 10132922)

The Board of Directors of Company based on the recommendation of the Nomination and
Remuneration Committee has appointed Ms. Nidhiben Ravindrakumar Joshi (DIN 10132922)
as an Additional Non-Executive Women Independent Director of the Company with effect
from 04^th March 2025 subject to Shareholdersâ Approval.

The above mentioned appointment has been approved by the shareholders by passing Special
Resolution through Postal Ballot as on 28^th August 2025.

7. Mr. Anandbhai Jadala (DIN 11187923)

The Board of Directors of Company based on the recommendation of the Nomination and
Remuneration Committee has appointed Mr. Anandbhai Jadala (DIN 11187923) as an
Additional Non- Executive Independent Director of the Company with effect from 05^th July
2025 subject to Shareholdersâ Approval.

The above mentioned appointment has been approved by the shareholders by passing Special
Resolution through Postal Ballot as on 28^rd August 2025

8. Mr.Ravikumar Kumar Kirtibhai Patel (DIN: 11028966)

The Board of Directors of Company based on the recommendation of the Nomination and
Remuneration Committee has appointed Mr.Ravikumar Kumar Kirtibhai Patel (DIN:
11028966) as an Additional Director of the Company with effect from 26^th August 2025 and
as Managing Director of the company with effect from 01^st September 2025 subject to
Shareholdersâ Approval in ensuring Annual general meeting.

c) Cessation

1) Ms. Khyati B. Shah (DIN: 09430457)

Board received the resignation of Ms. Khyati B. Shah (DIN: 09430457) on 23^rd September
2024 and board considered and accepted the Resignation of Ms. Khyati B. Shah Patel from
the post of Non-Executive Independent Director of the company with effect from 23^rdSeptember 2024.

2) Mr. Suketu N. Vaywala

Board received the resignation of Mr. Suketu N. Vaywala (DIN 07619796) on 10^th January
2025 and board considered and accepted the Resignation of Mr. Suketu N. Vaywala from
the post of Non- Executive Independent Director of the company with effect from 10^thJanuary 2025.

3) Mr. Paresh Sukhadiya

Board received the resignation of Mr. Paresh Sukhadiya (DIN: 07619787) on 28^th October
2024 and board considered and accepted the Resignation of Mr. Paresh Sukhadiya from the
post of Executive Director and Chief Financial Officer of the company with effect from
28^th October 2024

4) Mr. Kaushal Dharmeshbhai Patel (DIN 10723735)

Board received the resignation of Mr. Kaushal Dharmeshbhai Patel on 05^th July , 2025 and
board considered and accepted the Resignation of Mr. Kaushal Dharmeshbhai Patel from
the post of Independent Director of the company with effect from 05^th July , 2025.

5) Mr. Kevinkumar Mansukhlal Saparia (06511140)

Board received the resignation of Mr. Kevinkumar Mansukhlal Saparia on 28th August
2025 and board considered and accepted the Resignation of Mr. Kevinkumar Mansukhlal
Saparia from the post of Executive Independent /Managing Director /Chief financial
Officer of the company with effect from 28^th August 2025.

Woman Director

In terms of Section 149 of the Companies Act, 2013 read with Companies (Appointment
and Qualification of Directors) Rules, 2014 and Regulation 17 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulation, 2015, the Company has appointed
Nidhiben Ravindrakumar Joshi (DIN 10132922) who is serving on the Board of the
Company, since 04^th March 2025.

15. Declaration from Independent Directors on Annual Basis

The Independent Directors have submitted their declaration of independence, stating that:

a) They continue to fulfill the criteria of independence provided in Section 149 (6) of the Act
along with Rules framed thereunder and Regulation 16(1)(b) ; and

b) There has been no change in the circumstances affecting his/ their status as Independent
Directors of the Company.

The Independent Directors have also confirmed that they have complied with the Companyâs
Code of Conduct. In terms of Section 150 of the Act and Rules framed thereunder, the
Independent Directors have also confirmed their registration (including renewal of applicable
tenure) and compliance of the online proficiency self- assessment test with the Indian Institute
of Corporate Affairs (IICA).

The Board opined and confirm, in terms of Rule 8 of the Companies (Accounts) Rules, 2014
that the Independent Directors are persons of high repute, integrity and possess the relevant
expertise and experience in their respective fields.

Policy on Directorsâ appointment and Policy on Remuneration

Pursuant to the provisions of Section 134 (3) (e) and Section 178 of the Companies Act,
2013 and in terms of Regulation 19(4) of the SEBI (Listing Obligation and Disclosure
Requirement) Regulations, 2015, the Board has formulated a policy on Nomination and
Remuneration for its Directors, Key Managerial Personnel and senior management.

The salient features of the Policy are:

â¢ It provides the diversity on the Board of the Company and

â¢ It provides the mechanism for performance evaluation of the Directors

â¢ It lays down the parameters based on which payment of remuneration (including sitting
fees and remuneration) should be made to Independent Directors and Non-Executive
Directors.

â¢ It lays down the parameters based on which remuneration (including fixed salary,
benefits and perquisites, bonus/ performance linked incentive, commission, retirement
benefits) should be given to Whole-time Directors, KMPs and rest of the employees.

â¢ It lays down the parameters for remuneration payable to Director for services rendered
in other capacity.

It is hereby affirmed that the Remuneration paid is as per the Remuneration Policy of the
Company. During the year under review, there were no substantive changes in the Policy
except to align the Policy with amendments made to applicable laws.

16. Particulars of remuneration of Directors/ KMP/ Employees

Disclosure pertaining to the remuneration and other details as required under Section 197(12)
of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is attached as âAnnexure-IIâ, forming
part of this report.

Further in pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2)
and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel),
Amendment Rules, 2016, a statement showing the names and other particulars of the
top ten employees and the employees drawing remuneration in excess of the limits set
out in the said rules is enclosed as âAnnexure-IIIâ and forms part of this Report.

17. Directors Performance Evaluation Report

In terms of Companies Act, 2013 and SEBI Listing Regulations, there is requirement of
formal evaluation by the Board of its own performance and that of its committees and
individual directors.

The Board, in consultation with its Nomination and Remuneration Committee, has
formulated a framework containing, inter-alia, the criteria for performance evaluation of the
entire Board of the Company, its Committees and individual directors, including
Independent Directors. The framework is monitored, reviewed and updated by the Board, in
consultation with the Nomination and Remuneration Committee, based on need and new
compliance requirements.

The Board of Directors have carried out the annual evaluation of its own performance, the
Individual Directors including the Chairman as well as the evaluation of the working of its
Committees. The evaluation of Board as a whole and Non-Independent Directors including
Chairman was done by the Independent Directors in their meeting held on 31^st March,
2025.The details of evaluation process of the Board, its Committees and individual directors,
including independent directors have been provided under the Corporate Governance Report
which forms part of this Report.

18. Directorâs Responsibility Statement

Pursuant to Section 134(3) (c) and Section 134(5) of the Companies act, 2013, the Board of
Directors of the Company hereby confirms and accepts the responsibility for the following in
respect of the Audited Annual Accounts for the financial year ended March 31, 2025:

a) That in the preparation of the annual accounts for the financial year ending 31^st March,
2025, the applicable accounting standards had been followed along with proper explanation
relating to material departures;

b) That the directors had selected the accounting policies and applied them consistently and
made judgements 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 profit
and loss of the Company for that period;

c) That the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;

d) That the annual accounts/financial statements have been prepared on a going concern basis;

e) That proper internal financial controls were in place and that the financial controls were
adequate and were operating effectively;

f) That the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.

19. Auditors

i. Statutory Auditor and their Report

Pursuant to the provisions of Section 139 of the Act, and rules made thereunder, M/s. A. L.
Thakkar & Co., Chartered Accountants (Firm Registration No. 120116W), Ahmedabad was
appointed as Statutory Auditor of the company for a term of five consecutive years from 2024Â¬
25 to 2028-29 .

Pursuant to Section 139 and 141 of the Act and relevant Rules prescribed there under, the
Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors
of the Company.

The Audit report on the financial statement of the Company for the FY 2024-25 forms part of
the Annual Report. There are no qualifications, reservations or adverse remarks or
disclaimer made by M/s. A. L. Thakkar & Co., Chartered Accountants (Firm Registration No.
120116W), in their report for the financial year ended 31^st March, 2025.

Pursuant to Section 134 (3) (ca) during the year under review, the Statutory Auditor have not

reported any instances of frauds committed in the Company by its Officers or Employees to the

Audit Committee or the Board or Central Government under Section 143(12) of the Companies

Act, 2013, details of which needs to be mentioned in this report.

ii. Cost Auditors and Maintenance of Cost Records

In pursuant to Section 148(1) of the Companies Act, 2013 and rules and regulation made there
under read with the Companies (Accounts Rules) Amendment Rules, 2018, Cost audit is not
applicable to the Company and therefore maintenance of cost records as specified under
section 148(1) of the Act, is not required.

iii. Secretarial Auditors and Secretarial Audit Report

In terms of Section 204(1) of Companies Act, 2013, read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s CS
Vishakha Agarwal of M/s. Vishakha Agarwal & Associates, Company Secretaries, Indore as
the Secretarial auditor of the Company for a term of five (5) consecutive years, commencing
from FY 2025-26 to FY 2029-30.

The Secretarial Audit Report submitted by CS Vishakha Agarwal of M/s. Vishakha Agarwal &
Associates, Company Secretaries in prescribed format in MR-3 to the shareholders of the
Company is annexed to this Report as âAnnexure-IVâ.

20. Particulars of loans, guarantees or investments made under Section 186 of the Companies
Act, 2013

There are No loans, guarantees and investments which covered under the provisions of
Section 186 of the companies 2013 during the Financial Year 2024-25

21. Unsecured Loan from Directors:

During the year under review, the Company has not borrowed any unsecured loan from any of
the Directors of the Company.

22. Shifting of Registered Office of the Company

On 20^th December 2024, the Company has shifted its register office of the Company with in the
same city From 406, Silver Oaks Commercial Complex, Opp. Arun Society, Paldi,
Ahmedabad-380 007 to office No. 702/3 7th Floor Shilp Aaron Sindhu Bhavan Road Thaltej
Ahmedabad 380059.

23. Particulars of contract or arrangements with related parties referred to in Section 188(1)

With reference to Section 134 (3)(h) of the Act, all the contracts and arrangements with related
parties under Section 188(1) of the Act, entered by the Company during the financial year,
were approved by the Audit Committee and wherever required, also by the Board of Directors.

All related party transactions that were entered into during the financial year were on armâs
length basis, in the ordinary course of business and were in compliance with the applicable
provisions of the Act and the SEBI Listing Regulations.

The disclosure of material related party transactions as required under Section 134(3)(h) of the
Act in Form No. AOC-2 is annexed to this Report as âAnnexure-Vâ.

All related party transactions are approved/ reviewed by the Audit Committee on quarterly
basis, with all the necessary details and are presented to the Board and taken on record.
The Board has formulated policy on Related Party Transactions and it may be accessed at the
website of the Company.

The Company does not have related party transactions under Ind AS-24 therefore it is not
disclosed in standalone financial statements forming part of this Annual Report.

A confirmation as to compliance of Related Party Transactions as per Listing Regulations is
also sent to the Stock Exchanges along with the quarterly compliance report on Corporate
Governance. Disclosure of related party transactions on a consolidated basis is also sent to the
Stock Exchanges after publication of standalone financial results for the half year.

24. Internal Audit

At the beginning of each financial year, an audit plan is rolled out with approval of the
Companyâs Audit Committee. The plan is aimed at evaluation of the efficacy and adequacy of
internal control systems and compliance thereof, robustness of internal processes, policies and
accounting procedures and compliance with laws and regulations. Based on the reports of
internal audit, process owners undertake corrective action in their respective areas. Significant
audit observations and corrective actions are periodically presented to the Audit Committee of
the Board.

25. Internal Financial Control

According to Section 134(5)(e) of the Companies Act, 2013 read with rule 8 of the Companies
(Accounts) Rules, 2014, the term Internal Financial Control(IFC) means the policies and
procedures adopted by the Company for ensuring the orderly and efficient conduct of its
business, including adherence to Companyâs policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial information.

The Company believes that a strong internal control framework is very much essential and is
part of good corporate governance practices. Your Company has in place well defined and
adequate internal financial control framework commensurate with the size and complexity of
its business to ensure proper recording of financial &operational information, compliance of
various internal control and other regulatory/statutory compliances. All internal Audit findings
and control systems are periodically reviewed by the Audit Committee of the Board of
Directors, which provides strategic guidance on internal control.

26. Risk Management Policy

Pursuant to the provisions of Section 134 (3) (n) of the Companies Act, 2013, the Company
has put in place comprehensive risk assessment and minimization procedures, which are
reviewed by the Board periodically. In order to effectively and efficiently manage risk and
address challenges, the Company has formulated Risk Management Policy.

The risk management approach is based on the clear understanding of the variety of risks that
the organization faces, disciplined risk monitoring and measurement and continuous risk
assessment and mitigation reserves. The objective of any risk identification and assessment
process is to evaluate the combination of like hood and level of negative impacts from an
event. The three main components of risk assessment are business risk, service/ operational
risk and external risk. The Company manages the risk in line with current risk management
best practices. This facilitates the achievement of our objectives, operational effectiveness and
efficiency, protection of people and assets, informed decision-making and compliance with
applicable law and regulations. The Board has formulated policy on Risk Management Policy
and it may be accessed at the website of the company.

27. Committees of Board

(i) Corporate Social Responsibility (CSR)

In pursuant to Section 135 of the Companies Act, 2013 read with Companies (Corporate Social
Responsibility Policy) Rules, 2014, Every company having net worth of rupees five hundred
crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five
crore or more during the immediately preceding financial year shall constitute a Corporate
Social Responsibility Committee of the Board consisting of three or more Directors, out of
which at least one director shall be an independent director.

During the year under review none of the condition as prescribed under Section 135 of the
Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules,
2014 are applicable to the company; hence the provision is not applicable.

(ii) Audit Committee

Audit Committee of the Company meets the requirements of Section 177 of the Companies
Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015. The details of the composition of the Audit Committee as required under the
provisions of Section 177(8) of the Companies Act, 2013 are given in the Corporate
Governance Report which forms part of this annual report.

The terms of reference of Audit Committee are confined to Companies Act 2013 & Regulation
18 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 read
with Part-C of Schedule II.

During the year under review, the Board has accepted all the recommendations of the Audit
Committee. The details of meetings with attendance thereof and terms of reference of Audit
Committee have been provided in the Corporate Governance Report which forms part of this
report.

(iii) Nomination and Remuneration Committee

The Company has formed the Nomination and Remuneration Committee in accordance with
the provisions of the Section 178 Companies Act 2013 and Regulation 19 of SEBI (Listing
Obligation and Disclosure Requirement) Regulations, 2015. The details about the composition
of the said committee of the Board of Directors along with attendance thereof have been
provided in the Corporate Governance Report forming part of this report.

(iv) Stakeholder Relationship Committee

The Company has also formed Stakeholderâs Relationship Committee in compliance to the
Companies Act, 2013 & Regulation 20 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The details about the composition of the said committee of
the Board of Directors along with attendance thereof have been provided in the Corporate
Governance Report forming part of this report.

28. Disclosure on Pubic Deposit

During the year under review, the Company has neither accepted nor renewed any deposits in
terms of Chapter V of the Companies Act, 2013 and Rules framed thereunder.

29. Managing the Risks of Fraud, Corruption and Unethical Business Practices
Disclosure on Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism/Whistle blower Policyas a part of its vigil
mechanism. The purpose of this Policy is to enable any person including the directors,
employees, other stakeholders, etc. to raise concerns regarding unacceptable and improper
practices and/or any unethical practices in the organization without the knowledge of the
management.

All employees shall be protected from any adverse action for reporting any unacceptable or
improper practice and/or any unethical practice, fraud or violation of any law, rule or
regulation, potential or actual violation, leakage of unpublished price sensitive information
without fear of reprisal.

The Company believes in the conduct of its affairs and its constituents by adopting the highest
standards of professionalism, honesty, integrity, and ethical behavior, in line with the Code of
Conduct (âCodeâ). All the stakeholders are encouraged to raise their concerns or make
disclosures on being aware of any potential or actual violation of the Code, policies or the law.
Periodic awareness sessions are also conducted for the same.

The Board has formulated policy on Vigil Mechanism/ Whistle blower Policy and the same
may be accessed at the website of the Company.

30. Significant and material orders passed by the regulators or courts or tribunals impacting
the going concerns status and company''s operations in future

The Company has not received any significant or material orders passed by any regulatory
authority, court or tribunal which shall impact the going concern status and Company''s
operations in future.

31. Corporate Governance

Good Corporate practice is a norm at Bisil Plast Limited. The Company is committed to maintain
the highest standards of Corporate Governance and adhere to the Corporate Governance
requirements set out by the Securities and Exchange Board of India (SEBI). Besides complying
with the legal framework of Corporate Governance Practices. As per the requirement of
Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
executed with the Stock Exchange(s), Your Company has complied with the Corporate
Governance norms as stipulated under the Listing Regulations. A detailed report on Corporate
Governance forms part of this Annual Report.

As per Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulation,
2015, the compliance with the corporate governance provisions as specified in Regulation 17,
17A, 18, 19, 20, 21, 22, 23,24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2)
of Regulation 46 and para C, D and E of Schedule V shall not apply, in respect of â

a) The listed entity having paid up equity share capital not exceeding rupees ten crore and
net worth not exceeding rupees twenty-five crore, as on the last day of previous financial
year.

b) The listed entity which has listed its specified securities on the SME Exchange.

As the company falls under the ambit of the aforesaid exemption, compliance with the Corporate
Governance provision specified in the aforesaid Regulation shall not be applicable to the
Company.

Therefore it is not required to submit Corporate Governance Report for the quarter and Annual
year ended March 31st, 2025.

32. Management Discussion & Analysis Report

As per requirements of Listing Regulations, a detailed review of the developments in the
industry, performance of the Company, opportunities and risks, internal control systems,
outlook etc. of the Company is given under the head Management Discussion and Analysis
Report, which forms part of this Annual Report.

33. Sexual Harassment of Woman at work place

The Company has zero tolerance for sexual harassment at workplace and had in place policy on
Prevention, Prohibition and Redressal of Sexual Harassment for women at workplace in
accordance with the requirements of Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (âPOSH Actâ) and Rules made thereunder.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013(POSH Act) and Rules made thereunder, the Company has
constituted Internal Committees (IC). Our POSH Policy is now inclusive and gender neutral,
detailing the governance mechanisms for prevention of sexual harassment issues relating to
employees across genders including employees who identify themselves with LGBTQI
community. During the year, company has not received any sexual harassment complaints.

To build awareness in this area, the Company has been conducting induction/refresher
programmes in the organisation on a continuous basis. During the year, your Company organised
offline training sessions on the topics of Gender Sensitisation and Code Policies including POSH
for all office and factory-based employees.

During the year under review, no complaint pertaining to sexual harassment at work place has
been received by the Company.

34. Independent Directorâs familiarisation Programme

The Company has formulated a programme for familiarization of Independent Director with
regard to roles, rights, responsibilities, nature of the industry in which the Company operates,
the business model of the Company etc. The details of the Familiarization Programmes as
conducted by the Company are available on the website of the Company at
https://www.bisilplast.com/. However, during the year under review, there was no change in the
nature of business of the company and its business vertical/structure/operational strategy, etc.,
which would have necessitated fresh Familiarization Programme for Independent Directors.

The details of familiarisation program may be accessed on the Company.

35. Secretarial Standards

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of
Directorsâ and âGeneral Meetingsâ, respectively, have been duly followed by the Company.

36. Investor Services

To improve investor services, your Company has taken the following initiatives:-

â¢ An Investor Relation Section on the website of the Company (https://www.bisilplast.com/)
has been created to help investors to know the policies and rights of investors.

â¢ There is a dedicated e-mail id [email protected] for sending communications to the
Company Secretary. Members may lodge their requests, complaints and suggestions on this
e-mail as well.

37. Listing

The Companyâs equity shares are listed on BSE Limited (âBSEâ) having nation-wide trading
terminals. Annual listing fee for the Financial Year 2025-26 have been paid to BSE.

38. General

Your Directors state that no disclosure or reporting is required in respect of the following
matters as there were no transactions on these matters during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

c) The Company does not have any scheme of provision of money for the purchase of its own
shares by employees or by trustees for the benefit of employees.

d) Any remuneration or commission received by Managing Director of the Company, from
any of its subsidiary.

e) During the period No fraud has been reported by the Auditors to the Audit Committee or
the Board.

f) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

g) There was no instance of onetime settlement with any Bank or Financial Institution.

39. Compliance with the Maternity Benefit Act, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including
all applicable amendments and rules framed thereunder. The Company is committed to
ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women
employees are provided with maternity benefits as prescribed under the Maternity Benefit Act,
1961, including paid maternity leave, nursing breaks, and protection from dismissal during
maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions
on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold
the spirit and letter of the legislation.

40. Details of 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:

During the year under review and till date of this Report, the Company has neither made any
application against anyone nor any proceedings were pending against the Company under the
Insolvency and Bankruptcy Code, 2016.

41. Details of difference between the 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:

The Company has neither availed any loan from banks or financial institution and hence there is
no application being ever made for One Time Settlement (OTS) with any banks or financial
institution.

42. Appreciation

Your Company has been able to perform efficiently because of the culture of professionalism,
creativity, integrity and continuous improvement in all functions and areas as well as the
efficient utilization of the Company''s resources for sustainable and profitable growth.

The Directors hereby wish to place on record their appreciation of the efficient and loyal
services rendered by each and every employee, without whose whole-hearted efforts, the
overall satisfactory performance would not have been possible.

The Directors appreciate and value the contribution made by every member of the Bisil Plast
Limited family.

By the order of the Board of Directors
For Bisil Plast Limited

Sd/- Sd/-

Place: Ahmedabad Kevinkumar Mansukhlal Saparia Jagdip Panachand Vora

Date:14^th August , 2025 Managing Director Director

(DIN: 06511140) (DIN:- 09518891)

Mar 31, 2024

Your Directors present the 38^th ANNUAL REPORT together with the Audited Financial Statements for the Financial Year
2023-24 ended 31^st March, 2024.

1. FINANCIAL RESULTS :

(Rs. in Lakh)

Particulars	2023-24	2022-23
Operating Profit (Before Interest & Depreciation)	22.98	17.71
Less : Interest	-	-
Less : Depreciation	2.61	0.08
Net Profit before Tax	20.37	17.63
Less/(Add): Provision for Taxation	-	-
Net Profit/(Loss) after Tax	20.37	17.63
Balance of Loss brought forward from Previous year	(456.63)	(474.26)
Net Loss carried to Balance Sheet	(436.26)	(456.63)

There are no material changes and commitment affecting the financial position of the Company which have occurred
between 1^st April, 2024 and date of this report except that the Board of Directors of the Company have considered and
approved the request received from the Promoters of the Company to reclassify them from Promoter & Promoter
Group to Public category.

2. DIVIDEND:

Your Directors are unable to recommend Dividend for the year 2023-24 in view of the accumulated losses as on 31^stMarch, 2024.

3. OPERATIONS:

The Company is dealing in PET bottles, Jars and its ancillary product by way of whole sale supply to Pharmaceutical
companies, FMCG Companies, bottling companies.

The Operating profit (before interest and depreciation) stood at Rs. 22.98 lakh during the year under review as
compared to profit of Rs. 17.71 lakh during the year 2022-23. The Profit before Depreciation & Taxation was
Rs.22.98 Lakhs during the year under review. During the year under review, the Profit after giving effect of
exceptional items and Tax expenses stood at Rs.20.37 Lakhs compared to Net Profit of Rs.17.63 Lakhs during
2022-23.

4. FUTURE OUT LOOK:

The Company is dealing in PET bottles, Jars and its ancillary product by way of whole sale supply to Pharmaceutical
companies, FMCG Companies, bottling companies and the like and is hopeful to grow profitable in future.

5. LISTING:

The Equity Shares of the Company are listed on BSE Limited. The Company is regular in payment of Annual Listing
Fees. The Company has paid Listing fees up to the year 2024-25.

6. SHARE CAPITAL:

The paid up Share Capital of the Company as on 31^st March, 2024 was Rs. 5,40,31,000. As on 31^st March, 2024, the
Company has not issued shares with differential voting rights nor granted stock options nor do sweat equity and
none of the Directors of the Company hold any convertible instruments.

6.1 Re- Classification of Share capital:-

The Board had received request from following Promoters & Promoter Group for re-classification of their
shareholding from Promoter & Promoter Group Category to public Category subject to the approval of Stock
Exchange viz. BSE Limited.

Sr. No.	Name of Shareholders	No. of Equity Shares	%
1.	Mr. Sanjay S Shah	19,040	0.04
2.	Mrs. Ritaben Shah	4,000	0.01

7. RESERVES:

Your Company does not propose to transfer any amount to general reserve in view of carried forward losses.

8. DIRECTORS:

8.1 The Board of Directors duly met 6 times during the financial year under review.

8.2 Mr. Paresh Sukhadiya (DIN: 07619787) has been appointed as Executive Director of the Company w.e.f. 9^thJuly, 2024 to 8^th July, 2027. The Board recommends the resolution for approval of Members as Special
resolution.

8.3 Mr. Amrish Pandya will retire from the position of Independent Director of the Company upon the conclusion of
the ensuing 38^th Annual General Meeting.

8.4 The Company has received necessary declaration from each Independent Director of the Company under
Section 149(7) of the Companies Act, 2013 (the Act) and SEBI LODR that they meet with the criteria of their
independence laid down in Section 149(6) of the Act. The Independent Director shall enroll his / her name in the
Databank, being maintained by Indian Institute of Corporate Affairs to qualify as an Independent Director. The
enrollment of Independent Directors has been completed and they have furnished the declaration affirming
their compliance to the Board with the provisions contained under sub rule 1 & 2 of Rule 6 of Companies
(Appointment & Qualification of Directors) Rules.

8.5 Formal Annual Evaluation:

The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the performance of
the Board of Directors as well as that of its committees and individual Directors, including Chairman of the
Board, Key Managerial Personnel/ Senior Management etc. The exercise was carried out through an evaluation
process covering aspects such as composition of the Board, experience, competencies, governance issues
etc.

8.6 All being Independent Directors of the Company, none of the Director is liable to retire by rotation.

8.7 DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

(i) That in the preparation of the annual accounts, the applicable accounting standards (IND-AS) had been
followed along with proper explanation relating to material departures;

(ii) That the Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state
of affairs of the Company at 31^st March, 2024 being end of the financial year 2023-24 and of the profit of
the Company for the year;

(iii) That the Directors had taken proper and sufficient care for 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;

(iv) That the Directors had prepared the annual accounts on a going concern basis.

(v) The Directors, had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively.

(vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

9. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business,
including adherence to the Company''s policies, safeguarding of assets, prevention and detection of frauds and
errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial
disclosures.

10. MANAGERIAL REMUNERATION:

REMUNERATION OF DIRECTORS:

The Company has not paid any Managerial Remuneration or other benefits to any of its Directors. The Board of
Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable
and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management to
enhance the quality required to run the Company successfully. All the Board Members and Senior Management
personnel have affirmed time to time implementation of the said Remuneration policy.

The Nomination and Remuneration Policy are available on the Company''s website - www.bisilplast.com

11. KEY MANAGERIAL PERSONNEL (KMP):

11.1 Remuneration of KMP: (Rs. In lakh)

Sr. No.	Name of the Director & KMP	Designation	Remuneration
1.	Mr. Paresh Sukhadia	CFO	â
2.	Ms. Khushbu H. Shah	Company Secretary	2.40

*Ms. Khushbu Shah has resigned as Company Secretary w.e.f. 10^th June, 2024.

11.2 Resignation of Company Secretary:

The Company Secretary of the company, Ms. Khushbu H. Shah had resigned as Company Secretary and
Compliance officer w.e.f. 10^th June, 2024

11.3 Appointment of Company Secretary:

Mr. Dhaval Bajaj is appointed as Company Secretary and Compliance officer of the Company w.e.f. 9^th July,
2024.

12. PERSONNEL AND H. R. D.:

12.1 INDUSTRIAL RELATIONS:

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever
increasing importance to training at all levels and other aspects of H. R. D.

The number of Employees of the Company are 2 (Two). The relationship between average increase in
remuneration and Company''s performance is as per the appropriate performance benchmarks and reflects
short and long term performance objectives appropriate to the working of the Company and its goals.

12.2 PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment
& Remuneration of Managerial personnel) Rules, 2014.

13. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES
PROVIDED:

There are no Related Party Transactions as per section 188 of the Companies Act 2013. However the related party
transaction as per AS-18 are provided in the Notes of the financials which are part of the Annual Report.

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

The information required under Section 134(3) (m) of the Companies Act, 2013 and rule 8(3) of Companies
(Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption are not applicable as
there are no manufacturing activities during the year under review. The Company has not earned or spent any
Foreign Exchange during the year under review.

15. CORPORATE GOVERNANCE AND MDA:

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Report on Corporate Governance (on voluntary basis), Management Discussion and Analysis
(MDA) and a certificate regarding compliance with the conditions of Corporate Governance are appended to the
Annual Report as Annexure - A.

16. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013
from M/s. Kashyap R. Mehta & Associates, Company Secretaries, Ahmedabad. The said Report is attached with
this Report as Annexure - B. As regard observation of not having whole time Key Managerial Personnel as its
Managing Director or Chief Executive officer or Manager or in their absence a whole time Director during the audit
period is self-explanatory.

17. WEB ADDRESS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the draft Annual Return as on 31^st March, 2024 is
available on the Company''s website www.bisilplast.com.

18. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERSâ
RELATIONSHIP COMMITTEE:

The details of various committees and their functions are part of Corporate Governance Report.

19. GENERAL:

19.1. STATUTORY AUDITORS:

Due to pre- occupation, M/s. Shah & Dalal (FRN: 109432W), Chartered Accountants, Ahmedabad, had
resigned as on 30^th December, 2023. The Company had appointed M/s. A. L. Thakkar & Co., Chartered
Accountants, Ahmedabad (FRN: 120116W) through Postal Ballot process, to fill the casual vacancy caused
by resignation of M/s. Shah & Dalal, Chartered Accountants, Ahmedabad. M/s. A. L. Thakkar & Co., Chartered
Accountants, Ahmedabad (FRN: 120116W) were appointed as Statutory Auditors of the Company for the
financial year 2023-24 to hold the office until the conclusion of 38^th Annual General Meeting.

Based on the recommendation of the Audit Committee, the Board of Directors has recommended the appointment
of M/s. A. L. Thakkar & Co. (FRN: 120116W), Chartered Accountants, Ahmedabad as the Statutory Auditors
of the Company, for a term of five consecutive years, from the conclusion of the 38^th Annual General Meeting
till the conclusion of 43^rd Annual General Meeting for approval of shareholders of the Company.

The Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139,
141 and other applicable provisions of the Act and Rules issued thereunder (including any statutory modification
(s) or re-enactment(s) for the time being in force), from M/s. M/s. A. L. Thakkar & Co. (FRN: 120116W).

The Auditors'' Report for the financial year ended on 31^st March, 2024 forms part of this Annual Report and the
same does not contain any qualification, reservation or adverse remark.

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act,
2013.

19.2 INSURANCE:

The properties of the Company wherever necessary and to the extent required have been adequately insured
against the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.

19.3 DEPOSITS:

The Company has not accepted during the year under review any Deposits and there were no overdue
deposits.

19.4 RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of
Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and
opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide
the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk
Management policy, the relevant parameters for protection of environment, safety of operations and health of
people at work are monitored regularly with reference to statutory regulations and guidelines defined by the
Company.

19.5 SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company does not have any Subsidiaries/ Associates Companies / JVs.

19.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior
Management. All the Board Members and Senior Management personnel have affirmed compliance with the
code of conduct.

19.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There have been no significant and material orders passed by any regulators or courts or tribunals, impacting
the going concern status of the Company and its future operations.

19.8 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
of environmental regulations and preservation of natural resources. There are no operations being carried out
in the Company during the year under review.

19.9 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act,
2013.

19.10 SECRETARIAL STANDARDS:

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

19.11 DETAILS OF PROCEEDINGS UNDER IBC & OTS, IF ANY:

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016. Further, there was no
instance of one-time settlement with any Bank or Financial Institution.

20. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in
Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set
out in the Notes to the Financial Statements.

21. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the
Companies Act, 2013, is not applicable to the Company.

22. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz. NSDL and CDSL. The
ISIN No. allotted is INE214D01021.

23. FINANCE:

23.1 The Company has no outstanding payment to Banks or any other person except outstanding in routine course
of business.

23.2 The Company''s Income tax Assessment has been completed upto the Assessment Year 2022-23.

24. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During this period pursuant to the provisions under section 135 in respect of CSR, the same is not applicable to the
Company. Hence, your Directors have not constituted the Corporate Social Responsibility (CSR) Committee.

25. INSIDER TRADING POLICY:

As required under the Insider Trading Policy Regulations of SEBI, your Directors have framed and approved Insider
Trading Policy for the Company i.e. âCode of Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information'' and âCode of Conduct for Regulating Monitoring and Reporting of Trading by Designated
Persons/Insiders''. The Policy is available on the company''s website.

26. AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY:

No agreements have been entered / executed by the parties as mentioned under clause 5A of paragraph A of Part
A of Schedule III of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 which, either directly
or indirectly effect / impact the Management or Control of the Company or impose any restriction or create any
liability upon the Company except that application has being made for reclassification of Promoter & Promoter Group
to Public shareholding.

27. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant
support and co operation. Your Directors also place on record their grateful appreciation and co-operation received
from Bankers, Financial Institutions, Government Agencies and employees of the Company.

For and on behalf of the Board,
Suketu N. Vaywala

Place : Ahmedabad (DIN - 07619796)

Date : 22^nd July, 2024 Chairman

Mar 31, 2015

Dear Shareholders,

The Directors present the 29th ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2014 15 ended 31st March, 2015.

1. FINANCIAL RESULTS :

(Rs.in Lacs)

Particulars 2014-15 2013-14

Operating Loss (Before Interest & Depreciation) 6.03 6.15

Add : Interest - -

Add : Depreciation 2.61 2.61

Net Loss before Tax 8.64 8.76

Add : Provision for Taxation - -

Loss after Tax 8.64 8.76

Balance of Loss brought forward from Previous year 449.06 440.30

Net Loss carried to Balance Sheet 457.70 449.06

In view of unabsorbed depreciation and carried forward losses and also in view of absence of virtual certainty of sufficient future taxable income, deferred tax assets/liabilities have not been recognised.

2. DIVIDEND:

Your Directors are unable to recommend Dividend for the year 2014-15 in view ofthe accumulated losses as on 31st March, 2015.

3. OPERATIONS:

There was no production of Mineral Water Bottles during the year under review. There were no sales and other income during the year under review.

The Operating Loss (before interest and depreciation) stood at Rs. 6.03 lacs during the year under review as compared to Rs. 6.15 lacs during the year 2013-14. After providing for Interest, Depreciation and exceptional and prior period items, the Loss stood at Rs. 8.64 lacs during the year under review.

4. LISTING:

The Equity Shares of the Company are listed on Ahmedabad, Mumbai and Delhi Stock Exchanges and the Company has paid Annual Listing Fees upto the year 2015 16.

5. DIRECTORS:

5.1 Mr. Sanjay S. Shah has been elevated as Managing Director ofthe Company w.e.f. 29th July, 2015.

5.2 One of your Directors viz. Ms. Rita S. Shah retires by rotation in terms of the Articles of Association of the Company. However, being eligible offers herself for reappointment.

5.3 The Board of Directors duly met 6 times during the financial year under review.

5.4 The Board has made necessary evaluation of its own performance and that of its commitments and of individual Directors.

5.5 The performance evaluation of the Executive and Non-Executive Directors was carried out by at the meeting ofthe Independent Directors held on 13th February, 2015.

5.6 DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 ofthe Companies Act, 2013, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2015 being end of the financial year 2014-15 and of the loss of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for 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;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

(v) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

6. MANAGERIAL REMUNERATION:

6.1 REMUNERATION OF DIRECTORS:

The Company has not paid any Managerial Remuneration or other benefits to any of its Directors. The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Key Managerial Personnel and Senior Management to enhance the quality required to run the Company successfully. The Relationship of remuneration to performance is clear and meets appropriate performance benchmarks. All the Board Members and Senior Management personnel have affirmed time to time implementation ofthe said Remuneration policy.

7. KEY MANAGERIAL PERSONNEL (KMP) AND PERSONNEL :

There are no material payments to KMP/ Employees. As no material payments have been made the amount is not comparable with the performance of the Company. There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.

8. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Directors' Report.

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

The information required under Section 134(3)(m) ofthe Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption are not applicable as there are no manufacturing activities during the year under review. The Company has not earned or spent any Foreign Exchange during the year under review.

10. CORPORATE GOVERNANCE AND MDA:

As per Clause 49 of the Listing Agreement and the Companies Act, 2013, Report on Corporate Governance and Management Discussion and Analysis (MDA) form part of this Annual Report. A certificate regarding compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement is also appended to the Annual Report as Annexure - A

11. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) ofthe Companies Act, 2013 from M/s. Kashyap R. Mehta & Associates, Company Secretaries, Ahmedabad. The said Report is attached with this Report as Annexure - B As regards the observation ofthe Auditors, the Company is in the process of identifying and appointing Whole-time Company Secretary and also developing functional website of the Company.

12. EXTRACT OF ANNUAL RETURN:

The extract of Annual return in Form - MGT-9 has been attached herewith as Annexure - C

13. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The details of various committees and their functions are part of Corporate Governance Report.

14. GENERAL:

14.1. AUDITORS:

The present Auditors ofthe Company M/s. Shah & Dalal, Chartered Accounts, Ahmedabad, will retire at the ensuing 29th Annual General Meeting. The Company has obtained from them consent to the effect that their reappointment as Auditors of the Company for period of 2 years commencing from the Financial Year 2015-16 to 2016-17, if made, will be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013. The remarks of Auditor are self explanatory and have been explained in Notes on Accounts.

14.2 INSURANCE:

The movable and immovable properties of the Company including plant and Machinery and stocks wherever necessary and to the extent required have been adequately insured against the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.

14.3 DEPOSITS:

The Company has not accepted during the year under review any Deposits and there were no overdue deposits.

14.4 RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part ofthe Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines defined by the Company.

14.5 SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company does not have any Subsidiaries/ Associates Companies / JVs.

14.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

14.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There have been no significant and material orders passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

14.8 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act, 2013.

15. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz. NSDL and CDSL. The ISIN No. allotted is INE214D01021.

16. FINANCE:

16.1 The Company has no outstanding payment to Banks or any other person.

16.2 The Company's Income-tax Assessment has been completed upto the Assessment Year 2013-14.

17. ACKNOWLEDGMENT:

Your Directors express their sincere gratitude for the assistance and co operation extended by Banks, Government authorities, Shareholders, Suppliers and Customers.

For and on behalf of the Board,

Place : Ahmedabad Sanjay S. Shah Amrish V. Pandya Date : 29th July, 2015 Managing Director Director

Mar 31, 2014

Dear Shareholders,

The Directors present the 28TH ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2013-14 ended 31st March, 2014.

1. FINANCIAL RESULTS :

(Rs.in Lacs)

Particulars 2013-14 2012-13

Operating Loss (Before Interest & Depreciation) 6.15 20.70

Add : Interest - 7.71

Add : Depreciation 2.61 2.61

Net Loss before Tax 8.76 31.02

Add : Provision for Taxation - -

Loss after Tax 8.76 31.02

Balance of Loss brought forward from Previous year 440.30 409.28

Net Loss carried to Balance Sheet 449.06 440.30

In view of unabsorbed depreciation and carried forward losses and also in view of absence of virtual certainty of sufficient future taxable income, deferred tax assets/liabilities have not been recognised.

2. DIVIDEND:

Your Directors are unable to recommend Dividend for the year 2013-14 in view of the accumulated losses as on 31st March, 2014.

3. PRODUCTION, SALES AND WORKING RESULTS:

There was no production of Mineral Water Bottles during the year under review. There were no sales and other income during the year under review.

The Operating Loss (before interest and depreciation) stood at Rs. 6.15 lacs during the year under review as compared to Rs. 20.70 lacs during the year 2012-13. After providing for Interest, Depreciation and exceptional and prior period items, the Loss stood at Rs. 8.76 lacs during the year under review.

4. FINANCE:

4.1 The Company has no outstanding payment to Banks or any other person.

4.2 The Company''s Income tax Assessment has been completed upto the Assessment Year 2013-14 and Sales tax Assessment has been completed upto the Year 2013-14.

5. DIRECTORS:

5.1 Mr. Amrish V. Pandya and Mr. Sanjay V. Karkare, being Independent Directors, are being appointed for a term of 5 years as per provisions of the Companies Act, 2013.

5.2 Ms. Rita S. Shah retires by rotation in terms of Articles 153 and 154 of the Articles of Association of the Company at this ensuing Annual General Meeting, being eligible, offers herself for reappointment.

5.3 Mr. Sanjay S. Shah has been elevated as Managing Director of the Company w.e.f. 29th July, 2014.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2014 being end of the financial year 2013 14 and of the Loss of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

7. DEMATERIALISATION OF EQUITY SHARES:

To facilitate holding of securities in dematerialised/electronic form, the Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Thus, shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN No. allotted is INE214D01021.

8. CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report and Report on Corporate Governance form part of this Annual Report. A certificate regarding compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement is also appended to the Annual Report.

9. LISTING:

The Equity Shares of the Company are listed on Ahmedabad, Mumbai and Delhi Stock Exchanges and the Company has paid Annual Listing Fees upto the year 2014 15.

10. GENERAL:

10.1 INSURANCE:

The Company''s properties continue to be insured against risks such as fire, riot, etc.

10.2 AUDITORS:

The present Auditors of the Company M/s. Shah & Dalal Associates, Chartered Accounts, Ahmedabad will retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company has obtained from them the written Certificate to the effect that their reappointment as Auditors of the Company for the Financial Year 2014-15, if made, will be in accordance with in the provisions of Section 139 and 141 of the Companies Act, 2013. The remarks of auditor and notes on accounts are self explanatory.

10.3 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration requiring disclosure under Section 217(2 A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

10.4 DEPOSITS:

The Company has not accepted any deposit as defined under the Companies (Acceptance of Deposits) Rules, 1975.

11. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF

THE BOARD OF DIRECTORS) RULES, 1988:

A. Conservation of Energy:

Measures taken for Conservation of Energy, additional proposals and its impacts: Nil

Total energy consumption and energy consumption per unit of production has not been submitted as there was no Production during the year under review.

B. Technology absorption:

Efforts made in technology absorption: Nil

C. Foreign Exchange Earnings and Outgo:

The Company has not earned or spent any Foreign Exchange during the year under review.

12. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct

13. ACKNOWLEDGMENT:

Your Directors express their sincere gratitude for the assistance and co operation extended by Banks, Government authorities, Shareholders, Suppliers and Customers.

For and on behalf of the Board,

Place : Ahmedabad Sanjay S. Shah Amrish V. Pandya

Date :29th July, 2014 Managing Director Director

Mar 31, 2013

Dear Shareholders,

The Directors present the TWENTYSEVENTH ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2012-13 ended 31st March, 2013.

1. FINANCIAL RESULTS :

(Rs.in Lacs)

Particulars 2012-13 2011-12

Operating Loss (Before Interest & Depreciation) 20.70 62.68

Add : Interest 7.71 56.93

Loss before Depreciation 28.41 119.61

Add : Depreciation 2.61 3.12

Add: Exceptional and prior period items - 11.71

Net Loss before Tax 31.02 134.44

Add : Provision for Taxation - -

Less: (Profit) from discontinuing operations - (1.91)

Loss after Tax 31.02 132.53

Balance of Loss brought forward from Previous year 409.28 276.75

Net Loss carried to Balance Sheet 440.30 409.28

In view of unabsorbed depreciation and carried forward losses and also in view of absence of virtual certainty of sufficient future taxable income, deferred tax assets/liabilities have not been recognised.

2. DIVIDEND:

Your Directors are unable to recommend Dividend for the year 2012-13 in view of the accumulated losses as on 31st March, 2013.

3. PRODUCTION, SALES AND WORKING RESULTS:

There was no production of Mineral Water Bottles during the year under review. There were no sales and other income during the year under review.

The Operating Loss (before interest and depreciation) stood at Rs. 20.70 lacs during the year under review as compared to Rs. 62.68 lacs during the year 2011-12. After providing for Interest, Depreciation and exceptional and prior period items, the Loss stood at Rs. 31.02 lacs during the year under review.

4. FINANCE:

4.1 During the year, the Company continued to repay interest and principal amount to Banks as per rescheduled payment period.

4.2 The Company''s Income tax Assessment has been completed upto the Assessment Year 2009-10 and Sales tax Assessment has been completed upto the Year 2010-11.

5. DIRECTORS:

One of your Directors viz. Mr. Sanjay V. Karkare retires by rotation in terms of Articles 153 and 154 of the Articles of Association of the Company at this ensuing Annual General Meeting. He, however, being eligible, offers himself for reappointment.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2013 being end of the financial year 2012 13 and of the Loss of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

7. DEMATERIALISATION OF EQUITY SHARES:

To facilitate holding of securities in dematerialised/electronic form, the Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Thus, shareholders have an option to dematerialise their shares with either of the depositories. The ISIN No. allotted is INE214D01021.

8. CORPORATE GOVERNANCE:

The report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

9. LISTING:

The Equity Shares of the Company are listed on Ahmedabad, Mumbai and Delhi Stock Exchanges and the Company has paid Annual Listing Fees upto the year 2012 13.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

11. GENERAL:

11.1 INSURANCE:

The Company''s properties continue to be insured against risks such as fire, riot, etc.

11.2 AUDITORS:

The present Auditors of the Company M/s. Shah & Dalal, Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for re appointment under Section 224(1-B) of the Companies Act, 1956. The remarks of Auditors and Notes to Accounts are self explanatory.

11.3 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration requiring disclosure under Section 217(2-A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

11.4 DEPOSITS:

The Company has not accepted any deposit as defined under the Companies (Acceptance of Deposits) Rules, 1975.

12. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

A. Conservation of Energy:

Measures taken for Conservation of Energy, additional proposals and its impacts: Nil

Total energy consumption and energy consumption per unit of production has not been submitted as there was no Production during the year under review.

B. Technology absorption:

Efforts made in technology absorption: Nil

C. Foreign Exchange Earnings and Outgo:

The Company has not earned or spent any Foreign Exchange during the year under review.

13. ACKNOWLEDGMENT:

Your Directors express their sincere gratitude for the assistance and co-operation extended by Banks, Government authorities, Shareholders, Suppliers and Customers.

For and on behalf of the Board,

Place : Ahmedabad Sanjay S. Shah Amrish V. Pandya

Date : 16th July, 2013 Director Director

Mar 31, 2012

The Directors present the TWENTYSIXTH ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2011-12 ended 31st March, 2012.

1. FINANCIAL RESULTS :

(Rs.in Lacs)

Particulars 2011-12 2010-11

Other Income 0.27 -

Operating Loss (Before Interest & Depreciation) 62.95 8.82

Add : Interest 56.93 13.52

Loss before Depreciation 119.61 22.34

Add : Depreciation 3.12 13.14

Add: Exceptional and prior period items 177.37 -

Net Loss before Tax 300.10 35.48

Add : Provision for Taxation - -

Less: (Profit) from discontinuing operations (1.91) -

Loss after Tax 298.19 35.48

Balance of Loss brought forward from Previous year 276.75 241.27

Net Loss carried to Balance Sheet 574.94 276.75

In view of unabsorbed depreciation and carried forward losses and also in view of absence of virtual certainty of sufficient future taxable income, deferred tax assets/liabilities have not been recognised.

2. DIVIDEND:

Your Directors are unable to recommend Dividend for the year 2011-12 in view of the accumulated losses as on 31st March, 2012.

3. PRODUCTION, SALES AND WORKING RESULTS:

There was no production of Mineral Water Bottles during the year under review. There were no sales and other income during the year under review was Rs. 0.27 lacs.

The Operating Loss (before interest and depreciation) stood at Rs.62.95 lacs during the year under review as compared to Rs. 8.82 lacs during the year 2010-11. After providing for Interest, Depreciation and exceptional and prior period items, the Loss before Tax stood at Rs.300.10 lacs during the year under review.

4. FINANCE:

4.1 During the year, the Company continued to repay interest and principal amount to Banks as per rescheduled payment period.

4.2 The Company's Income-tax Assessment has been completed upto the Assessment Year 2009-10 and Sales tax Assessment has been completed upto the Year 2010-11.

5. DIRECTORS:

The Board of Directors in their meeting held on 9th May, 2012 appointed Mr. Sanjay S. Shah and Ms. Rita S. Shah as Directors of the Company.

Mr. Arun Kumar Jain, Mr. Narendra Kumar Jain and Mr. Ravindra Kumar Jain were ceased to be Directors of the Company upon resignation w.e.f. 9th May, 2012.

One of your Directors viz. Mr. Amrish V. Pandya retires by rotation in terms of Articles 153 and 154 of the Articles of Association of the Company at this ensuing Annual General Meeting. He, however, being eligible, offers himself for reappointment.

6. SALE OF 'PACKAGED DRINKING WATER PLANT':

The productions of 'Packaged Drinking Water' have been suspended since long. The management, therefore, decided to dispose off the 'Packaged Dinking Water Plant' of the Company situated at Plot No. 2410 and 2411, GIDC Industrial Estate, Chhatral (North Gujarat), Tal: Kalol, Dist: Gandhinagar - 382 729.

The necessary approval of the members of the Company under Section 293(1)(a) and other applicable provisions, if any, of the Companies Act, 1956 was obtained pursuant to the provisions of Section 192A of the Companies Act, 1956 read with the Companies (passing of resolution through postal ballot) Rules, 2011, by way of Postal Ballot. The result of the voting by Postal Ballot for the Resolution was declared on 24th March, 2012.

The management has taken necessary steps to give effect to the resolution.

7. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2012 being end of the financial year 2011 -12 and of the Loss of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

8. RECONSTITUTION OF VARIOUS COMMITTEES OF THE COMPANY:

In view of changes in the Board Structure, the Board of Directors in their meeting held of 9th May, 2012, has reconstituted Audit Committee, Shareholders' Grievance Committee and Remuneration Committee.

9. DEMATERIALISATION OF EQUITY SHARES:

To facilitate holding of securities in dematerialised/electronic form, the Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Thus, shareholders have an option to dematerialise their shares with either of the depositories. The ISIN No. allotted is INE214D01021.

10. CORPORATE GOVERNANCE:

The report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

11. LISTING:

The Equity Shares of the Company are listed on Ahmedabad, Mumbai and Delhi Stock Exchanges and the Company has paid Annual Listing Fees upto the year 2012-13.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

13. GENERAL:

13.1 INSURANCE:

The Company's properties continue to be insured against risks such as fire, riot, etc.

13.2 AUDITORS:

The present Auditors of the Company M/s. Shah & Dalal, Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for re-appointment under Section 224(1 B) of the Companies Act, 1956. The remarks of Auditors and Notes to Accounts are self explanatory.

13.3 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration requiring disclosure under Section 217(2 A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

13.4 DEPOSITS:

The Company has not accepted any deposit as defined under the Companies (Acceptance of Deposits) Rules, 1975.

14. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF

THE BOARD OF DIRECTORS) RULES, 1988:

A. Conservation of Energy:

Measures taken for Conservation of Energy, additional proposals and its impacts: Nil

Total energy consumption and energy consumption per unit of production has not been submitted as there was no Production during the year under review.

B. Technology absorption:

Efforts made in technology absorption: Nil

C. Foreign Exchange Earnings and Outgo:

The Company has not earned or spent any Foreign Exchange during the year under review.

15. ACKNOWLEDGMENT:

Your Directors express their sincere gratitude for the assistance and co operation extended by Banks, Government authorities, Shareholders, Suppliers and Customers.

For and on behalf of the Board,

Place : Ahmedabad Sanjay S. Shah Amrish V. Pandya

Date : 16th July, 2012 Director Director

Mar 31, 2010

The Directors present the TWENTYFOURTH ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2009-10 ended 31st March, 2010.

1. FINANCIAL RESULTS:

(Rs.in Lacs)

Particulars 2009-10 2008-09

Operating Profit

(Before Interest & Depreciation) 6.84 7.66

Less : Interest 14.30 6.52

Profit before Depreciation 21.14 1.14

Less : Depreciation 13.37 21.46

Net Loss before Tax 34.51 20.32

Less : Provision for Taxation

Loss after Tax 34.51 20 32

Balance of Loss brought forward

from Previous year 20G.76 186.44

Net Loss carried to Balance Sheet 241.27 206.76

In view of. unabsorbed depreciation and carried forward losses and also in view of absence of virtual certainty of sufficient future taxable income, deferred tax assets/liabilities have not been recognised.

2. DIVIDEND:

Your Directors are unable to recommend Dividend for the year 2009-10 in view of the accumulated losses as on 31s March, 2010.

3. PRODUCTION, SALES AND WORKING RESULTS:

There was no production of Mineral Water Bottles during the year under review. The Sales and other income has been reduced to Rs.30.12 lacs during the year under review as compared to Rs.80.72 lacs for the year 2008-09.

The Operating Loss (before interest and depreciation) has been decreased to Rs.6.84 lacs during the year under review as compared to Rs.7.66 lacs during the year 2008-09. After providing for Interest, the Loss before Depreciation stood at Rs.21.14 lacs during the year under review as compared to Rs.1.14 lacs for the year 2008-09. The Company had incurred Loss after tax of Rs. 34.51 lacs as compared to Loss of Rs. 20.32 lacs for the year 2008-09.

4. FINANCE:

4.1 During the year, the Company continued to repay interest and principal amount to Banks as per rescheduled payment period.

4.2 The Companys Income-tax Assessment has been completed upto the Assessment Year 2008-09 and Sales tax Assessment has been completed upto the Year 2008-09.

5. DIRECTORS:

One of your Directors viz. Shri Sanjay V. Karkare, retire by rotation in terms of Articles 153 and 154 of the Articles of Association of the Company. He, however, being eligible, offer himself for reappointment.

6. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors1 Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2010 being end of the financial year 2009-10 and of the Loss of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

7. DEMATERIALISATION OF EQUITY SHARES:

To facilitate holding of securities in dematerialised/electronic form, the Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services (India] Limited (CDSL), Thus, shareholders have an option to dematerialise their shares with either of the depositories. The ISIN No allotted is INE214D01021.

8. PERSONNEL AND H.R.D.:

Your Directors are glad to report that the industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H.R.D.

9. CORPORATE GOVERNANCE:

The report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

10. LISTING:

The Equity Shares of the Company are listed on Ahmedabad, Mumbai and Delhi Stock Exchanges and the Company has paid Annual Listing Fees upto the year 2010-11.

11. GENERAL:

11.1 INSURANCE-

The Companys properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, not, strike, civil commotion, malicious damages, machinery breakdown etc.

11.2 AUDITORS:

The present Auditors of the Company & Dalal, Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for re-appointment under Section 224(1-B) of the Companies Act, 1956. The remarks of Auditors and Notes to Accounts are self explanatory.

11.3 PARTICULARS OF EMPLOYEES;

None of the employees of the Company is drawing remuneration requiring disclosure under Section 217(2-A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

11.4 DEPOSITS:

The Company has not accepted any deposit as defined under the Companies (Acceptance of Deposits) Rules, 1975.

12. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

A. Conservation of Energy:

Measures taken for Conservation of Energy, additional proposals and its impacts; Nil

Total energy consumption and energy consumption per unit of production has not been submitted as there was no Production during the year under review.

B. Technology absorption:

Efforts made in technology absorption: Nil

C. Foreign Exchange Earnings and Outgo:

The Company has not earned or spent any Foreign Exchange during the year under review.

13. CHANGE OF REGISTRAR AND TRANSFER AGENTS:

During the period under review the Registrar and Transfer Agents of the Company have been changed to M/s. Link Intime (India) Private Limited.

14. ACKNOWLEDGMENT:

Your Directors express their sincere gratitude for the assistance and co-operation extended by Banks, Government authorities. Shareholders, Suppliers and Customers.

For and on behalf of the Board,

Place : Ahmedabad Arun Kumar Jain Amrish V. Pandya

Date : 29m May, 2010 Managing Director Director

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