RIGHTS ATTACHED TO THE SHARES

The Company has only one class of Equity Shares of par value of ' 10/- per share. Each holder of Equity Share is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The dividend proposed by Board of Directors is subject to the approval of shareholders in ensuing Annual General Meeting.

In the event of liquidation of the Company, the holder of Equity Shares will be entitled to receive remaining assets of the Company after distribution of all preferential amount and the remaining balance is distributed in proportion to the number of equity shares held by the Equity Shareholders.

In last five years there was no Bonus issue and / or issue of shares other than for cash considerations.

Loans are secured as under:

Term Loans of I Nil (FY 2022-23: ' 1,423.61 Lakh) are secured on a pari passu basis by hypothecation of Company’s movable Property, Plant and Equipment both present and future. Entire Loans got repaid during FY 2023-24 and particulars of satisfaction of charge filled with Ministry of Corporate Affairs (MCA)

Note 40: Financial Risk Management, Objectives and Policies:A. Financial Risk Framework:

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s Risk Management Committee/ Board of Directors have overall responsibility for the establishment and oversight of the Company’s risk management framework.

The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Company’s Risk Management Committee/Audit Committee oversees how Management monitors compliance with the Company’s Risk Management Policies and Procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Risk Management Committee is assisted in its oversight role by Chief Risk Officer and its team. Risk Management Committee undertakes both regular and ad hoc review of Risk Management Controls and Procedures, the results of which are reported to the Board

a. Market risk:

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: Currency Rate Risk, Interest Rate Risk and other Price Risks, such as Commodity Risk. The Company enters into the derivative contracts as approved by the Board to manage its exposure to interest rate risk and foreign currency risk.

i. Foreign Currency Risk:

Foreign Currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company has obtained foreign currency borrowings and has foreign currency trade payables and receivables and is therefore, exposed to foreign exchange risk. The foreign currency risk exposure of the Company is mainly in U.S. Dollar (USD) and Euro (EUR). The Company’s exposure to foreign currency changes for all other currencies is not material.

The Company uses derivative financial instruments to reduce foreign exchange risk exposures and follows its risk management policies to mitigate the same. After taking cognizance of the natural hedge, the company takes appropriate hedges to mitigate its risk resulting from fluctuations in foreign currency exchange rate(s).

This is mainly attributable to the net exposure outstanding on foreign currency receivables and payables at the end of the reporting period. The assumed movement in exchange rate sensitivity analysis is based on the currently observable market environment.

Derivative financial instruments

The Company uses foreign currency forward and Interest rate swap contracts to manage some of its transactions exposure.

Forward Contracts

The Company has entered into foreign currency sale and purchase forward contracts to offset the risk of currency fluctuations. These contracts are for settlement of operational receivable and payable. The Details of outstanding contracts are as follow:

ii. Interest Rate Risk:

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s main interest rate risk arises from working capital and long term borrowings. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate borrowings, and by the use of interest rate swap contracts. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite, ensuring the most cost-effective hedging strategies are applied.

iii. Commodity price risk:

The main raw materials which company procures are global commodities and their prices are to a great extent linked to the movement of crude prices directly or indirectly and any adverse fluctuation in the raw material cost can impact the Company’s operating margins depending upon the ability of the Company to pass on the increase in costs to its customers. As selling prices are usually negotiated on a monthly / quarterly basis, in a balanced demand supply situation, the Company is able to adjust the selling prices following any changes in the raw material and other operating costs.

b. Credit risk

Credit risk refers to risk that counterparty will default on its contractual obligations resulting in financial loss to the company. Credit risk arises primarily from financial assets such as trade receivables, investment in mutual funds, derivative financial instruments, other balances with banks, loans and other receivables.

For credit risk exposures, Refer Note No. 6-7,11-15 of the financial statements.

i. Trade Receivable:

The Company extends credit to customers in normal course of business. The Company considers factors such as credit track record in the market and past dealings for extension of credit to customers. The company has a well-defined and robust internal credit management system to monitor unsecured sales. A strong internal credit risk management policy enables the company to manage credit risk prudently even when credit risk is high. Credit guarantee insurance is also obtained wherever required. Trade receivables consist of a large number of customers spread across diverse industries and geographical areas with no significant concentration of credit risk. One customer accounted for 10% or more of revenue in FY 2023-24 (FY 2022-23 - Nil).

To manage trade receivables, the Company periodically assesses the financial reliability of customers, taking into account the financial conditions, economic trends, analysis of historical bad debts and aging of such receivables. Expected Credit Loss is determined with reference to historically observed default rates over the expected life of the trade receivables and is adjusted for forward looking estimates. At each reporting date, the historically observed default rates and changes in the forward-looking estimates are updated. A default on financial assets is when a counter party fails to make the payment within 365 days, when they fall due. This definition of default is determined by considering the business environment in which the entity operates and other macro-economic factors.

The Ageing of trade receivables and allowances for credit impairment are given in Note No 12.

Financial assets are written off when there is no reasonable expectation of recovery. Whereas the loans and receivables are written off and subsequently recoveries are made, these are recognized as an income in the financial statements

ii. Financial assets to which loss allowances measured using 12 months Expected Credit Loss:

For financial assets (other than trade receivables) which are not measured fair value through Profit and Loss account, expected credit losses are measured at an amount equal to the 12 month Expected Credit Loss, unless there has been a significant increase in credit risk from initial recognition in which case those are measured at lifetime expected credit loss. The Company does not have any expected credit loss on financial assets which are measured on 12 month expected credit loss and also has not observed any significant increase in credit risk since initial recognition of the financial assets.

Cash and Cash Equivalents, Deposit with Banks:

Credit risk on cash and cash equivalents and deposit with banks is limited as the Company generally invests in deposits with banks and financial institutions with high credit ratings assigned by international and domestic credit rating agencies.

Derivatives (Forward Contracts):

Derivatives are entered with banks, counter parties which have low credit risk, based on external credit ratings of counter parties. For other financial assets the company monitors ratings, credit spreads and financial strengths of its counterparties. Based on its ongoing assessment of the counter party’s risk, the company adjusts its exposures to various counter parties. Based on the assessment there is no impairment in other financial assets.

c. Liquidity risk:

Liquidity risk is the risk, where the company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The company’s approach is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due. The Company manages the liquidity risk by maintaining adequate funds in cash and cash equivalents. The Company also has adequate credit facilities agreed with banks to ensure that there is sufficient cash to meet all its normal operating commitments in a timely and cost-effective manner.

B. Capital Risk Management

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The primary objective of the Company’s capital management is to maximize the shareholders value. The Company’s primary objective when managing capital is to ensure that it maintains an efficient capital structure and healthy capital ratios and safeguard the Company’s ability to continue as a going concern in order to support its business and provide maximum returns for shareholders. The Company aims to maintain an optimal capital structure to reduce the cost of capital.

For the purpose of the Company’s capital management, capital includes issued equity share capital, share premium and all other equity reserves. Debt includes, interest bearing loans and borrowings, trade payables and other financial liability.

The Company monitors capital using Debt-Equity Ratio, which is Debt divided by Total Equity.

c. Fair Value of Financial Instrument measured at amortized Cost:

The carrying amount of financial assets and financial liabilities measured at amortized cost in the financial statements are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.

Long-term variable-rate borrowings measured at amortized cost are evaluated by the Company based on parameters such as interest rates, specific country risk factors, credit risk and other risk characteristics. Fair value of variable interest rate borrowings approximates their carrying values. Risk of other factors for the company is considered to be insignificant in valuation.

Note 42: Segment Information

In accordance with Ind-AS 108 on Operating Segments, the company has only one business segment i.e. Polymeric film.

Segment information has been provided in the Consolidated Financial Statements of the Company and therefore, no separate disclosure on segment information is given in these standalone financial statements.

B. National Pension Fund

Contribution to National Pension Fund (NPS) debited to Statement of Profit & Loss amounts to ' 73.69 Lakh (Previous Year: ' 77.04 Lakh)

C. Defined Benefit Obligations (Gratuity)

The employees’ Gratuity Scheme is managed by Life Insurance Corporation of India. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

D. Other Long Term Employee benefits:

Leave Encashment: The Company has provided for its liability towards Leave encashment, based on the actuarial valuation

Sick Leave: The Company has provided for its Sick leave liability based on the actuarial valuation. The Outstanding liability as on March 31, 2024 and March 31, 2023 - ' 190.09 Lakh, and ' 197.10 Lakh respectively. The Company had recognized ' 7.01 Lakh as income during the FY - 2023-24. (Previous Year: Expense of ' 5.02 Lakh)

E. Description of Risk Exposures:

Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such company is

exposed to various risks as follow -

A. Salary Increases - Actual salary increases will increase the Plan’s liability. Increase in salary increase rate assumption in future valuations will also increase the liability.

B. Investment Risk - If Plan is funded then the mismatch between assets and liabilities and actual return on assets being lower than the discount rate assumed at the last valuation date can impact the liability.

C. Discount rate - Reduction in discount rate in subsequent valuations can increase the plan’s liability.

D. Mortality & disability - Actual deaths & disability cases proving lower or higher than assumed in the valuation can impact the liabilities.

E. Withdrawals - Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at subsequent valuations can impact Plan’s liability.

d. Terms & conditions of transactions with Related Parties

The sales to and purchases from related parties, including rendering / availing of service, are made on terms equivalent to those that prevail at arm’s length transactions. The outstanding balances at the year-end are unsecured and settlement occurs in cash. There have been no guarantees provided to or received for any related party receivable or payables. The Company has not recorded any impairment of receivables relating to amounts owed by related parties for the year ended March 31, 2024 and March 31, 2023 other than that stated above.

Note 46: Capital Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of Advances of ' 515.23 Lakh (Previous Year: ' 619.53 Lakh)) amounts to ' 786.51 Lakh (Previous Year: ' 1,379.62 Lakh).

Note 47: Research and Development

The revenue expenditure of ' 694.01 Lakh (Previous Year: ' 581.33 Lakh) and capital expenditure of ' Nil (Previous Year: ' Nil) on Research & Development are charged to the respective heads of account.

Note 48: Managerial Remuneration:

During the Financial Year 2023-24, Company has paid Managerial Remuneration to Mr. Pranay Kothari, Whole Time Director, amounting to ' 253.14 Lakh (excluding contribution of PF, superannuation and NPS) and made a provision of Performance Award (PA) of ' 199.98 Lakh as recommended by Nomination and Remuneration Committee, approved by Board of Directors and ordinary resolution passed by the members in the Annual General meeting held on September 29, 2021.

During the Financial Year 2023-24 Company has suffered loss due to which aforesaid payment / provision exceeds the limit on Managerial Remuneration prescribed in Section 197 of the Companies Act, 2013 (the Act). Out of the aforesaid payment of remuneration a sum of ' 129.47 Lakh and provision of Performance Award of ' 199.98 Lakh are in excess of the limit prescribed in Schedule V of the Act and accordingly approval of the Members by way of Special Resolution is being sought for waiver / approval of excess remuneration.

Note 51: Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for CSR activities are specified in Schedule VII of the Companies Act, 2013. During the current financial year Company met its current and brought forward CSR obligations as detailed below:

e. Reason for Unspent CSR Amount

The Company has been able to spend the requisite amount of CSR obligation during the year except a sum of ' 27.33 Lakh pertaining to Financial Year 2023-24 in respect of one ‘Ongoing Project’. This amount has been deposited in unspent CSR Account.

The reason for not getting this amount spent during the Financial Year itself is because of unavailability of firm proposal and its recommendation from concerned authorities.

c. The Company has elected Para 6 of Ind AS -116 for short term leases & recognized lease expense of ' 147.73 Lakh (FY 2022-23: ' 163.92 Lakh) associated with these leases.

d. The Company has recognized Interest expenses on Lease Liabilities of ' 1.29 Lakh (FY 2022-23: ' 1.81 Lakh) during the year.

e. Lease contracts entered into by the company, majorly pertain to Land taken on lease to conduct its business in the ordinary course of business.

f. The Company does not have any outstanding lease restrictions and commitment towards variable rent as per the contract. Also the Company does not have lease term extension options which are not reflected in the measurement of lease liabilities.

B. As a Lessor

a. Lease contracts entered by the company majorly pertain for plots of building given on lease to companies for conducting their business.

b. The Company has managed risk associated with the rights in leased assets given by incorporating covenants in agreement like indemnification of occurrence of losses due to action of lessees.

b. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

c. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(i) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(ii) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

d. The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(i) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (ultimate beneficiaries) or

(ii) Provide any Guarantee, Security, or the like to or on behalf of the Ultimate Beneficiaries.

e. The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017 (as amended).

f. The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

g. The Company has been sanctioned working capital limit in excess of ' 500 Lakh, in aggregate, at points of time during the year, from bank or financial institutions on the basis of security of current assets. The quarterly returns/ statements filed by the company with the bank or financial institutions, are in agreement with the books of accounts of the company of the respective quarters.

h. The Company has not been declared willful defaulter by any Bank or any other Financial Institution at any time during the financial year.

i. The company has utilized the borrowings from banks and financial institutions for the specific purpose for which these were taken during the financial year.

k. The Company has used an accounting software for maintaining its books of account which has feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except that audit trail feature was not enabled at the database level for accounting software to log any direct data changes.

Note 58: Events occurring after the Balance Sheet Date:

There are no events occurring after the Balance Sheet date for the Financial Year 2023-24 except Note No - 49 (Proposed Dividend).