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08-08-2025 | 02:25 pm

Date: 08/08/2025

To,

The Listing Department

BSE Limited

Phiroze Jeejeebhoy Towers

Dalal Street, Fort

Mumbai – 400 001

Subject: Submission of Revised Annual Report for the Financial Year [2024–25] –

Correction in AGM Number

Dear Sir/Madam,

We wish to inform you that due to an inadvertent clerical error, the Annual Report for the

financial year ended 31st March 2025, submitted to your esteemed exchange on 08th

August, 2025, mentioned the AGM number incorrectly as the “39th AGM” instead of the

correct[40thAGM].

There are no other changes in the content of the Annual Report, including the financial

statements, Board's Report, or any other annexures.

Accordingly, we are submitting herewith the Revised Annual Report for FY 2024–25 with

the correct AGM number, for the records and information of the Exchange and

stakeholders.

We request you to kindly take the same on record and replace the earlier version

uploaded.

Thanking you,

FOR PET PLASTICS LIMITED

Abhinath Shinde

Director

DIN: 07076684

Place: Mumbai

Enclosure:

1. Revised Annual Report for FY 2024–25 (Corrected AGM Number)

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Date: 08/08/2025

To,

Corporate Service Departments,

Bombay Stock Exchange Ltd.,

P. J. Tower, Dalal Street, Fort

Mumbai – 400001

Subject: Intimation of Book Closure pursuant to Section 91 of Companies Act, 2013 &

Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015.

Script Code: 524046

Dear Sir,

Pursuant to Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, The Board of Directors of the Company had considered and approved the

Friday, 22nd August, 2025 to Thursday, 28th August, 2025 (Both days inclusive) for the purpose

of 40th Annual General Meeting of the Company for the financial year ended on 31st March,

2025.

We would further like to inform that the Company has fixed Thursday, 21st August, 2025 as the

cut-off date for the purpose of remote e-voting, for ascertaining the names of the Shareholders

holding shares either in physical form or in dematerialized farm, who will be entitled to cast

their votes electronically in respect of the businesses to be transacted at the AGM.

E-voting period will commence from Monday, 25th August, 2025 till Wednesday, 27th August,

2025 at 05:00 P.M. as the voting portal would be blocked after the voting period is over.

Request you to take the details on record.

Thanking you,

Yours Faithfully,

For PET PLASTICS LIMITED

Abhinath Shinde

Director

DIN: 07076684

----------------Page (1) Break----------------

40th Annual Report

PET PLASTICS LTD

For

The Financial Year Ended On

31st March, 2025

----------------Page (2) Break----------------

PET PLASTICS LIMITED ANNUAL REPORT 2024-25

PET PLASTICS LIMITED

CIN: L25200MH1985PLC037217

Regd. Off.: Office No 1301, 13th Floor, Signature Business Park Commercial Premises

CHSL, Postal Colony, Chembur, Mumbai 400071

Tel: 022 2361 5564; Email id: petplasticslimited@gmail.com ;

Website: www.petplasticslimited.com

NOTICE

Notice is hereby given that the 40th Annual General Meeting (“AGM”) of Pet Plastics Limited

(“the Company”) will be held on Thursday, August 28, 2025 at 2.00 P.M. (IST) at 3rd Floor,

Panchratna Building, Opera House, Mumbai – 400004, to transact the following business:

ORDINARY BUSINESS:

1.To receive, consider and adopt the Standalone and Consolidated Audited Financial Statements

of the Company for the year ended March 31, 2025 together with the reports of the Directors’

and Auditor’s thereon.

2.To appoint a director in place of Mrs. Komal Balasaheb Bamdale (DIN: 10720069) who retires

by rotation in terms of Section 152(6) of the Companies Act, 2013 & being eligible, offers herself

for re-appointment.

SPECIAL BUSINESS:

3.TO REGULARISE THE APPOINTMENT OF MR. ABHINATH SHINDE AS DIRECTOR

(PROMOTER CATEGORY):

To consider and, if thought fit, to pass, with or without modification(s), the following

resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152, and other applicable

provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any

statutory modification(s) or re-enactment thereof for the time being in force), and subject to

the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, Mr. Abhinath Shinde (DIN: 07076684), who was appointed as an Additional

Director (Promoter category) of the Company w.e.f. 30th May 2025 by the Board of Directors

and who holds office up to the date of this Annual General Meeting and in respect of whom

the Company has received a notice in writing under Section 160 of the Companies Act, 2013

from a member proposing his candidature for the office of Director, be and is hereby appointed

as a Director (Promoter category) of the Company, liable to retire by rotation.

RESOLVED FURTHER THAT any Director or Company Secretary of the Company be and is

hereby severally authorized to file the necessary e-forms with the Registrar of Companies and

to do all such acts, deeds, matters, and things as may be necessary, desirable, or expedient to

give effect to this resolution.’’

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

4.TO REGULARISE THE APPOINTMENT OF MR. HARSHAD NARSINHBHAI PATEL AS

AN INDEPENDENT DIRECTOR OF THE COMPANY:

To consider, and if thought fit, to pass, with or without modification(s), the following

resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, and other applicable

provisions, if any, of the Companies Act, 2013, read with Schedule IV of the Act and the

Companies (Appointment and Qualification of Directors) Rules, 2014, and in accordance with

the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the

time being in force), and based on the recommendation of the Nomination and Remuneration

Committee and approval of the Board of Directors, the appointment of Mr. Harshad

Narsinhbhai Patel (DIN: 11127817), who was appointed as an Additional Director

(Independent) of the Company with effect from 30th May 2025 and who holds office up to the

date of this Annual General Meeting, and in respect of whom the Company has received a

notice in writing under Section 160(1) of the Act proposing his candidature for the office of

Director, be and is hereby approved and confirmed, and he be and is hereby appointed as

an Independent Director of the Company, not liable to retire by rotation, to hold office for a

term of five consecutive years commencing from 30th May 2025 to 29th May 2030.

RESOLVED FURTHER THAT the Board of Directors and/or the Company Secretary of the

Company be and are hereby authorized to do all such acts, deeds, matters and things as may

be necessary, desirable or expedient to give effect to this resolution.”

5. TO APPOINT M/S. R. S. RAJPUROHIT & CO., PRACTICING COMPANY SECRETARIES

AS SECRETARIAL AUDITORS OF THE COMPANY:

To consider and, if thought fit, to pass the following resolution, with or without modifications

as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Regulation 24A of the Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

(‘SEBI Listing Regulations’) read with applicable provisions of the Companies Act, 2013, each

as amended, and based on the recommendation(s) of the Audit Committee and the Board of

Directors of the Company (‘Board’), M/s R S Rajpurohit & Co., Practicing Company

Secretaries having Peer Review UIN S2016MH364200, Membership Number F11346 & COP

Number 15891, be and is hereby appointed as the Secretarial Auditors of the Company for a

period of five years to hold office from the conclusion of this Annual General Meeting till the

conclusion of the 45th Annual General Meeting of the Company to be held in the year 2029-

2030, to conduct Secretarial Audit of the Company in terms of Section 204 and other applicable

provisions of the Companies Act, 2013 read with Regulation 24A and other applicable

provisions of the SEBI Listing Regulations, for the period beginning from the Financial Year

2025-26 through the Financial Year 2029-30, at such remuneration as may be mutually agreed

upon between the Board, based on the recommendation(s) of the Audit Committee, and the

Secretarial Auditors of the Company.

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

RESOLVED FURTHER THAT the Board and/or any person authorised by the Board, be and

is hereby authorised, severally, to settle any question, difficulty or doubt, that may arise in

giving effect to this resolution and to do all such acts, deeds, matters and things, as may be

considered necessary, desirable and expedient to give effect to this Resolution and/ or

otherwise considered by them to be in the best interest of the Company.”

6.TO CHANGE THE NAME OF THE COMPANY AND ALTER THE MEMORANDUM &

ARTICLES OF ASSOCIATION ACCORDINGLY:

To consider, and if thought fit, to pass, with or without modification(s), the following

resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 4, 13, 14 and other applicable

provisions of the Companies Act, 2013 read with the applicable Rules made thereunder

(including any statutory modification(s) or re-enactment(s) thereof for the time being in force),

and subject to the provisions of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (“SEBI LODR”), the provisions of the Securities Contracts (Regulation) Act,

1956, SEBI Act, 1992 and the rules and regulations made thereunder, and subject to the

approval of the Stock Exchange(s), Registrar of Companies (ROC), and such other

regulatory/statutory authorities as may be necessary, consent of the members of the Company

be and is hereby accorded to change the name of the Company from “PET PLASTICS LTD”

to “BHARATAM VENTURES LIMITED’’.”

RESOLVED FURTHER THAT upon the said change of name becoming effective, the name

of the Company wherever appearing in the Memorandum and Articles of Association and

other documents, records and registers of the Company be substituted by the new name

“BHARATAM VENTURES LIMITED”.”

RESOLVED FURTHER THAT Clause I of the Memorandum of Association of the Company

be substituted and replaced as under:

“I. The name of the Company is ‘‘BHARATAM VENTURES LIMITED”.’’

RESOLVED FURTHER THAT the Articles of Association of the Company be and are hereby

altered by replacing the name “PET PLASTICS LTD” with “BHARATAM VENTURES

LIMITED’’ wherever it appears.

RESOLVED FURTHER THAT the Board of Directors (hereinafter referred to as “the Board”

which term shall be deemed to include any Committee thereof authorized for the purpose) be

and is hereby authorized to do all such acts, deeds, matters and things, and to execute all such

documents, instruments and writings as may be required, including making necessary filings

with the Registrar of Companies, Stock Exchanges and other statutory authorities, to give

effect to this resolution.”

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

7.TO TAKE APPROVAL FOR ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION

OF THE COMPANY:

To consider, and if thought fit, to pass, with or without modification(s), the following

resolution as a Special Resolution:

“RESOLVED THAT, pursuant to the provisions of Section 14 and all other applicable

provisions of the Companies Act, 2013, read with Companies (Incorporation) Rules, 2014

(including any statutory modification(s) or re-enactment thereof, for the time being in force),

and subject to such other requisite approvals, if any, in this regard from appropriate

authorities and terms(s), condition(s), amendment(s), modification(s), as may be required or

suggested by any such appropriate authorities, and agreed to by the Board of Directors of the

Company (hereinafter referred to as “Board” which term shall include any Committee), the

consent of the members of the Company be and is hereby accorded to adopt new set of Article

of Association in place of existing Articles of Association of the Company, copy of which is

placed before the meeting.

“RESOLVED FURTHER THAT, the Board of Directors of the Company be and is hereby

authorized to do all acts and take all such steps as may be necessary, proper or expedient to

give effect to this resolution.”

8.TO TAKE APPROVAL FOR ADOPTION OF NEW SET OF MEMORANDUM OF

ASSOCIATION OF THE COMPANY:

To consider, and if thought fit, to pass, with or without modification(s), the following

resolution as a Special Resolution:

“RESOLVED THAT, pursuant to the provisions of Section 13 and all other applicable

provisions of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014

(including any statutory modification or re-enactment thereof for the time being in force), the

draft clauses contained in the Memorandum of Association submitted to this meeting be and

are hereby approved and adopted in substitution, and to the entire exclusion, of the clauses

contained in the existing Memorandum of Association of the Company with immediate

effect.”

“RESOLVED FURTHER THAT, the Board of Directors of the Company be and is hereby

authorized to do all acts and take all such steps as may be necessary, proper or expedient to

give effect to this resolution.”

9.CHANGE OF OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE

COMPANY:

To consider, and if thought fit, to pass, with or without modification(s), the following

resolution as a Special Resolution:

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

“RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions,

if any, of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014, and

subject to the approval of the members of the Company by way of a Special Resolution, and

subject to such approvals, permissions and sanctions as may be necessary from the Registrar

of Companies, Stock Exchange(s) where the securities of the Company are listed, and/or any

other regulatory authority(ies), the consent of the Board of Directors be and is hereby accorded

to alter the Clause III (A) – Main Objects of the Memorandum of Association of the Company

by substituting the existing sub-clauses with the following new sub-clause(s):

To carry on at any place in India or abroad as corporate business correspondent (BC), business

facilitator , loan service providers (LSP), direct selling agents (DSA) for the sourcing,

promotion, marketing, underwriting, distribution, servicing, and facilitation of all the

banking and financial services and products including all type of loan, insurance, mutual fund

and all financial institutions and also to grant franchises, agents, sub distributors or sub-

agency rights for distribution of products and services and to invest surplus funds of the

Company in accordance with applicable laws in securities, instruments or ventures as may be

determined by the Board, and to engage in buying, selling, and trading of all goods and services

permissible under law for ancillary business development.

RESOLVED FURTHER THAT the draft of the altered Memorandum of Association as placed

before the Board, incorporating the above amendments, be and is hereby approved and that

the same be circulated to the shareholders for approval by way of postal ballot / e-voting /

general meeting, as may be decided.

RESOLVED FURTHER THAT Any director of the Company and Company Secretary, be and

are hereby authorized to sign the Notice of General Meeting and Explanatory Statement

pursuant to Section 102 of the Companies Act, 2013 and to do all such acts, deeds, matters and

things as may be necessary, desirable or expedient in connection with the proposed alteration

of the Memorandum of Association of the Company, including filing of necessary forms with

Ministry of Corporate Affairs, intimation to Stock Exchanges, publication of notice (if

required), obtaining approvals, and to settle any questions or difficulties that may arise in this

regard.

RESOLVED FURTHER THAT the draft notice of the general meeting as placed before the

Board be and are hereby approved and any director of the Company and Company Secretary

be and are hereby authorized to issue the same to the shareholders of the Company.”

10. TO TAKE APPROVAL FOR RELATED PARTY TRANSACTION FOR THE FINANCIAL

YEAR 2025-26:

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Regulation 23 and other applicable

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

("SEBI LODR"), Section 188 and other applicable provisions, if any, of the Companies Act, 2013

read with the Companies (Meetings of Board and its Powers) Rules, 2014 (including any

----------------Page (7) Break----------------

PET PLASTICS LIMITED ANNUAL REPORT 2024-25

statutory modification(s) or re-enactment(s) thereof, for the time being in force), and the

Company's policy on Related Party Transactions, consent of the Members of the Company be

and is hereby accorded to the Board of Directors (hereinafter referred to as the "Board", which

term shall include any Committee thereof authorised by the Board), to enter into, approve

and/or ratify all existing and future material transactions, whether individually or taken

together with previous transactions during a financial year, with related parties of the

Company or its subsidiaries, as defined under the Act and/or SEBI LODR, which are not in

the ordinary course of business and/or are not at arm’s length basis, and which exceed the

materiality thresholds prescribed under Regulation 23 of SEBI LODR, on such terms and

conditions as may be mutually agreed between the parties, provided that the aggregate value

of Rs. 100 Crores and all transactions does not exceed this for the FY 2025-26.**

Sr. No Name of the Related Party Nature of Transaction

Name of the

director/KMP

who is related

Amount

(Rs. In Crores)

1. Indifly Ventures Private Limited

Availing of

Services of

Softwares

Mr. Ritesh Vijay

Vakil

Mr. Harshad

Narsinhbhai

Patel

Mr. Abhinath

Shinde

Mr. Vijay

Mukesh

Thakkar

Mr. Komal

Balasaheb

Bamdale

100

2. Indipe Paytech Private Limited Availing of Services

3. Finaleap Private Limited Subscription of Securities

4. Finaleap Finserv Private Limited

Availing of

Services of Loan

and BC

Fingel Management

Services Private

Limited

Availing of

Services

Vyenkatesh

Goldcare Private

Limited

Availing of

Services

7. Vyenkatesh Untree LLP Subscription of Securities

Vyenkatesh Global

Ventures Private

Limited

Unsecured Loans

Given/Taken

RESOLVED FURTHER THAT the Board be and is hereby authorized to ensure necessary

compliance under Section 189 of the Companies Act, 2013, including entry of such

contracts/arrangements in the Register of Contracts or Arrangements in which Directors are

interested and to authenticate the same as required.

RESOLVED FURTHER THAT the Board of Directors and/or the Board of Directors of any

material subsidiary(ies) of the Company be and are hereby authorized to do all such acts,

deeds, matters and things, including delegation of authority to any Director(s), officer(s), or

----------------Page (8) Break----------------

PET PLASTICS LIMITED ANNUAL REPORT 2024-25

authorized representative(s) of the Company or such subsidiary(ies), to negotiate, finalize and

execute all necessary agreements, contracts, documents and writings as may be required, and

to settle any questions, difficulties or doubts that may arise in this regard, without further

reference to the Members of the Company.”

11. MATERIAL RELATED PARTY TRANSACTION’ FOR DIVESTMENT BY WAY OF

ASSIGNMENT OF ADVANCES TO PET STOCK BROKERS LIMITED UNDER SECTION

188 OF THE COMPANIES ACT, 2013 AND REGULATION 23(4) OF THE SECURITIES

AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE

REQUIREMENTS) REGULATIONS, 2015:

To consider and if thought fit, to pass with or without modifications, the following resolution

as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Regulation 23 of the Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

(“Listing Regulations”) and Section 188 and other applicable provisions, if any, of the

Companies Act, 2013 (“the Act”) read with the Rules made thereunder, as may be amended

from time to time (including any statutory modification(s) or re-enactment(s) thereof, for the

time being in force) and other applicable notifications, clarifications, circulars, rules and

regulations issued by the Government of India or other governmental or statutory authorities,

and pursuant to the approval of the Board of Directors of the Company (“the Board”, which

term shall be deemed to mean and include any Committee constituted by the Board) and

subject to such other requisite approvals, consents, permissions and sanctions as may be

required and the Memorandum of Association and Articles of Association of the Company,

consent and ratification of the shareholders of the Company who are not a “related party” to

the Company, in terms of the Act and the Listing Regulations, be and is hereby accorded to

the Board to effect divestment by way of assignment of Advances of Amount Outstanding of

Rs. 2,00,00,000 (Indian Rupees Two Crores Only), to Pet Stock Brokers Limited (“Acquirer”),

a Promoter Group entity and a related party of the Company, for a consideration of a value

upto Rs. 35,00,000, (Thirty Five Lakh Only) on such terms and conditions and in such manner

as provided in the explanatory statement or as the Board may deem fit in the best interest of

the Company.

RESOLVED FURTHER THAT the Board of Directors be and are hereby severally authorized

to do all such acts, matters, deeds and things necessary or desirable in connection with or

incidental to give effect to the above resolutions, with further powers to delegate all or any of

the above authorities conferred to it to any officer(s)/authority(ies)/person(s) of the Company,

including filing of necessary forms with the Registrar of Companies, RBI or any other statutory

bodies as may be required in relation to such amendments and to comply with all other

requirements in this regard.

12. RESOLUTION UNDER SECTION 180(1)(a) – APPROVAL FOR DISPOSAL OR

CREATION OF CHARGE ON COMPANY’S ASSETS

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

To consider and, if thought fit, to pass the following resolution, with or without modifications

as a “special resolution”

“RESOLVED THAT pursuant to the provisions of Sections 180(1)(a) and all other applicable

provisions, if any, of the Companies Act, 2013 (including any statutory modifications or re-

enactments thereof, for the time being in force) read with the rules made there under, as may

be amended from time to time, consent of the Members of the Company be and is hereby

accorded to the Board of Directors of the Company, to mortgage, hypothecate, pledge and /

or charge all or any of the movable and / or immovable properties of the Company (both

present and future) and /or any other assets including tangible and intangible assets or

properties of the Company and / or the whole or part of any of the undertaking of the

Company together with or without the power to take over the management of the business or

any undertaking of the Company in case of events of defaults, in favor of the Banks, Financial

Institutions, any other Lender(s), Agent(s) and Trustee(s), for securing the borrowing availed

or to be availed by the Company or subsidiary(ies) of Company, by way of loans, debentures

(comprising fully/partly Convertible Debentures and/or Secured/ Unsecured Non-

Convertible Debentures or any other securities) or otherwise, in foreign currency or in Indian

rupees, from time to time, up to the Borrowing limits approved or as may be approved by the

shareholders which is shall not more than Rs. 200 Crores (Two Hundred Crores Only), from

time to time, under Section 180(1)(c) of the Companies Act, 2013 (including any statutory

modification or re-enactment thereof) along with interest, additional interest, accumulated

interest, liquidated charges, commitment charges or costs, expenses and all other monies

payable by the Company in respect of such borrowings.

“FURTHER RESOLVED THAT for the purpose of giving effect to the above resolution any

of Directors of the Company be and are hereby authorized to take all such actions and to give

all such directions and to do all such acts, deeds, matters and things as may be necessary

and/or expedient in that behalf.”

13. RESOLUTION UNDER SECTION 180(1)(c) – APPROVAL FOR BORROWING BEYOND

PAID-UP CAPITAL AND FREE RESERVES:

To consider and, if thought fit, to pass the following resolution, with or without modifications

as a “special resolution”

“RESOLVED THAT pursuant to the provisions of Section 180(1)(c) and other applicable

provisions, if any, of the Companies Act, 2013 (including any statutory modifications or re-

enactments thereof, for the time being in force) read with the rules made there under, as may

be amended from time to time, the Board of Directors of the Company (hereinafter referred as

‘Board’ which term shall include a Committee thereof authorized for the purpose) be and are

hereby authorized to borrow any sum or sums of money, from time to time from any one or

more persons, Bank/s, firms, bodies corporate, foreign lender/s or financial institutions from

any other source in India or outside India whomsoever on such terms and conditions and with

or without security as the Board of Directors may think fit notwithstanding that the monies

already borrowed and the monies to be borrowed (apart from temporary loans obtained from

Company’s bankers in the ordinary course of business) may exceed the paid-up capital and

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

free reserves and securities premium of the company, provided that the total principal amount

upto which such monies may be raised or borrowed by the Board of Directors shall not exceed

the aggregate of the paid up capital and free reserves and securities premium of the company

by more than Rs. 200 Crores (Two Hundred Crores Only) at any point of time.

“FURTHER RESOLVED THAT for the purpose of giving effect to the above resolution any

of Directors of the Company be and are hereby authorized to take all such actions and to give

all such directions and to do all such acts, deeds, matters and things as may be necessary

and/or expedient in that behalf.”

14. RESOLUTION UNDER SECTION 185 – APPROVAL FOR GRANTING LOANS TO

DIRECTORS OR ENTITIES IN WHICH DIRECTORS ARE INTERESTED:

To consider and, if thought fit, to pass the following resolution, with or without modifications

as a “special resolution”

“RESOLVED THAT pursuant to Section 185 and other applicable provisions if any, of the

Companies Act, 2013 and relevant rules made thereto including any statutory modifications

or re-enactments thereof and in accordance with Memorandum and Articles of Association of

the Company, approval of the Members of the Company be and is hereby accorded to the

Board of Directors of the Company to advance any loan(s) and/or to give any guarantee(s)

and/or to provide any security(ies) in connection with any Financial Assistance/Loan

taken/to be taken/availed/to be availed by any entity which is a Subsidiary/ Associate/Joint

Venture or such other entity/person as specified under Section 185 of the Companies Act, 2013

and more specifically to such other entity/person as the Board of the Directors in its absolute

discretion deems fit and beneficial and in the best interest of the Company (hereinafter

commonly known as the Entities); all together with in whom or in which any of the Director

of the Company from time to time is interested or deemed to be interested; provided that the

aggregate limit of advancing loan and/or giving guarantee and/or providing any security to

the Entities shall not at any time exceed the aggregate limit of Rs.200 Crores (Rupees Two

Hundred Crores Only).

“FURTHER RESOLVED THAT for the purpose of giving effect to the above resolution any

of Directors of the Company be and are hereby authorised to take all such actions and to give

all such directions and to do all such acts, deeds, matters and things as may be necessary

and/or expedient in that behalf.”

15. RESOLUTION UNDER SECTION 186 – APPROVAL FOR MAKING LOANS,

INVESTMENTS, GUARANTEES, AND SECURITY BEYOND PRESCRIBED LIMITS

To consider and, if thought fit, to pass the following resolution, with or without modifications

as a “special resolution”

“RESOLVED THAT pursuant to the provisions of Section 186 and other applicable

provisions, if any, of the Companies Act, 2013, read with the Companies (Meeting of Board

and its Powers) Rules, 2014 including any statutory modification(s) or re-enactment(s)

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

thereof, approval of the members of the Company, be and is hereby accorded to the Board of

Directors (hereinafter referred as ‘Board’ which term shall include a Committee thereof

authorized for the purpose) of the Company to (a) grant/give loans, from time to time, on

such terms and conditions as it may deem expedient, to any person or bodies corporate; (b)

provide 3 guarantee / security to secure any loan / obligations of any other person or bodies

corporate; and (c) acquire by way of subscription, purchase or otherwise the securities of any

other bodies corporate, in excess of limits prescribed under Section 186 of the Companies Act,

2013 by an aggregate sum of upto Rs. 200 Crores (Rupees Two Hundred Crores only),

notwithstanding that the aggregate of loans and investments so far made and/or guarantees

so far issued to entities other than wholly owned subsidiaries of the Company, along with the

investments, loans, guarantee or security proposed to be made or given by the Board may

exceed limits prescribed under Section 186 of the Companies Act, 2013.

“FURTHER RESOLVED THAT for the purpose of giving effect to the above resolution any

of Directors of the Company be and are hereby authorised to take all such actions and to give

all such directions and to do all such acts, deeds, matters and things as may be necessary

and/or expedient in that behalf.”

By Order of the Board

For Pet Plastics Ltd

Sd/-

Mr. Ritesh Vijay Vakil

Managing Director

(DIN: 00153325)

Dated: 02/08/2025

Place: Mumbai

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

NOTES:

1. A member entitled to attend and vote at the Annual General Meeting (the “AGM”/the

“Meeting”) is entitled to appoint proxies to attend and vote on a poll instead of himself/herself

and the proxy need not be a member of the Company.

2. A person can act as a proxy on behalf of members not exceeding fifty (50) and holding in

the aggregate not more than ten (10) percent of the total share capital of the Company carrying

voting rights. A member holding more than ten (10) percent of the total share capital of the

Company carrying voting rights may appoint a single person as proxy for any other person or

shareholder.

During the period beginning 24 hours before the time fixed for the commencement of the

meeting and ending with the conclusion of the meeting, a member would be entitled to inspect

the proxies lodged at any time during the business hours of the Company, provided that not

less than three days of notice in writing is given to the Company.

3. Proxy form and attendance slip are enclosed, proxies in order to be valid must reach at the

registered office of the company not less than 48 hours before the commencement of the

meeting.

4. Corporate members are encouraged to attend and vote at the meeting. Corporate members

are requested to send a certified copy of the Board resolution authorizing their representative

to attend the meeting vote on their behalf at the meeting. The Copy of the same required to

email to petplasticslimited@gmail.com with a copy marked to ivote@bigshareonline.com.

5. Explanatory Statement pursuant to section 102(1) of the Companies Act, 2013 (“the Act”)

in respect of special business set out in notice, wherever applicable, is annexed hereto.

6. In case of joint holders attending the Meeting, only such joint holder who is higher in order

of names will be entitled to vote at the meeting.

7. Members who hold shares in the Dematerialized form are requested to bring their Client

ID and DP ID numbers for easy identification of attendance at the Meeting.

8. Members, Proxies and Authorized Representatives are requested to bring the Attendance

Slip enclosed herewith, duly completed, and signed, mentioning therein details of their DP ID

and Client ID / Folio No.

9. Members are requested to notify immediately changes in their respective address, if any,

to the Company’s Registered Office quoting their Folio No. We request Members to update

their email address with their Depository Participants to send communications electronically.

10. In compliance with the Ministry of Corporate Affairs ("MCA") Circulars and SEBI

Circulars, Notice of the AGM along with the Annual Report 2024-25 is being sent only through

----------------Page (13) Break----------------

PET PLASTICS LIMITED ANNUAL REPORT 2024-25

electronic mode to those Members whose e-mail address is registered with the Company/

Depository Participants (DPs). Members may note that the Notice and Annual Report 2024-25

will be available on the Company’s website at www.petplasticslimited.com and websites of

the Stock Exchanges i.e., BSE Limited.

11. The Notice calling the meeting will be placed on the website of the Company at

petplasticslimited@gmail.com. The Notice can also be accessed from the websites of the Stock

Exchanges i.e. BSE Limited at www.bseindia.com respectively and the Notice will also be

available on the website of Company’s Registrar and Transfer Agent BigShare services Pvt.

Ltd. https://ivote.bigshareonline.com (agency for providing the Remote e-Voting facility).

12. SEBI has mandated the submission of the Permanent Account Number (PAN) by every

participant in the securities market. Members holding shares in electronic form are, therefore,

requested to submit their PAN to their depository participant(s). Members holding shares in

physical form are required to submit their PAN details to the RTA.

13. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of

the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation

44 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as

amended), the Company has provided facility of remote e-voting to its Members in respect of

the business to be transacted at the AGM. For this purpose, the Company has entered an

arrangement with BigShare services Pvt. Ltd. for facilitating voting through electronic means,

as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-

voting will be provided by BigShare services Pvt. Ltd.

14. The Register of Directors and Key Managerial Personnel and their shareholding,

maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in

which the directors are interested, maintained under Section 189 of the Act, will be available

for inspection by the members during the AGM.

15. Members holding shares in physical form are requested to approach a Depository

Participant for dematerializing the shares so that the shareholding particulars can be

electronically kept and the loss of certificate, etc. can be avoided. Furthermore, SEBI (Listing

Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2018 notified on

8th June, 2018 states that w.e.f. 5th December 2018, except in case of transmission or

transposition of securities, requests for effecting transfer of securities shall not be processed

unless the securities are held in the dematerialized form with a depository.

16. The e-voting period commences on Monday, August 25, 2025 at 09:00 A.M. (IST) and ends

on Wednesday, August 27, 2025 at 05:00 P.M. (IST). During this period, members holding share

either in physical or dematerialized form, as on cut-off date, i.e., as on Thursday, August 21,

2025 may cast their votes electronically. The e-voting module will be disabled by BigShare

services Pvt. Ltd. for voting thereafter. A member will not be allowed to vote again on any

resolution on which vote has already been cast. The voting rights of members shall be

proportionate to their share of the paid-up equity share capital of the Company as on the cut-

off date, i.e., as on Thursday, August 21, 2025.

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

17. Any person who acquires shares of the Company and becomes a Member of the Company

after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID

and password by sending a request at petplasticslimited@gmail.com or

investor@bigshareonline.com. However, if he / she is already registered with BigShare

Services Pvt Ltd for remote e-voting then he / she can use his / her existing user ID and

password for casting the vote.

18. Members are requested to address all correspondence, to the RTA, BigShare Services Pvt.

Ltd, Registrars and Share Transfer Agents, Pinnacle Business Park, Office No S6-2, 6th,

Mahakali Caves Rd, next to Ahura Centre, Andheri East, Mumbai, Maharashtra 400093|

Phone: 91-22-6263 8200, E-mail- investor@bigshareonline.com.

19. SEBI has decided that securities of listed companies can be transferred only in

dematerialized form from December 5, 2018. In view of the above and to avail various benefits

of dematerialization, members are advised to dematerialize shares held by them in physical

form.

20. Members can avail of the facility of nomination in respect of shares held by them in

physical form pursuant to the provisions of Section 72 of the Companies Act, 2013 read with

Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014. Members desiring to

avail of this facility may send their nomination in the prescribed Form No. SH-13 duly filled

in to RTA at the address mentioned at point 19 of the notice. Members holding shares in

electronic form may contact their respective Depository Participants for availing this facility.

If a member desires to cancel the earlier nomination and record fresh nomination, he/she may

submit the same in Form No. SH-13. Both the forms are also available on the website of the

Company at the web-link: http://petplasticslimited.com.

21. Mr. Rajvirendra Singh Rajpurohit, Practicing Company Secretary (COP No: 15891) an

Independent Professional have been appointed as the Scrutinizer to scrutinize the e-voting

process and votes cast through Ballot Paper at the AGM in a fair and transparent manner.

22. The Scrutinizer shall after the conclusion of voting at the general meeting, shall make, not

later than forty-eight (48) hours of the conclusion of the Meeting, a consolidated scrutinizer’s

report of the total votes cast in favour or against, if any, to the Chairman or a person authorized

by him in writing, who shall countersign the same and declare the result of the voting

forthwith.

23. The Results declared along with the report of the Scrutinizer shall be placed on the website

of the Company http://petplasticslimited.com, notice board of the Company at the registered

office as well as the corporate office and of Company’s Registrar and Transfer Agent BigShare

services Pvt. Ltd. https://ivote.bigshareonline.com (agency for providing the Remote e-

Voting facility) immediately after the declaration of result by the Chairman or a person

authorized by him in writing. The results shall also be immediately forwarded to the stock

exchanges at which the shares of the Company are listed.

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

24. The Members who have casted their vote by remote e-voting system prior to the AGM

may also attend the AGM but shall not be entitled to cast their vote again.

25. The route map showing directions to reach the venue of the AGM is annexed.

26. In terms of the provisions of Section 152 of the Act, Mrs. Komal Balasaheb Bamdale (DIN:

10720069), retires by rotation as a Director at this Meeting. Mrs. Komal Balasaheb Bamdale and

her relatives shall be deemed to be interested in the Ordinary Resolution of the Notice with

regard to her re-appointment.

27. A detailed profile of Directors along with additional information required under

Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 (‘Listing Regulations’) and Secretarial Standard on General Meetings is provided

separately by way of an Annexure to the Notice.

28. A person, whose name is recorded in the Register of Members or in the Register of

Beneficial Owners maintained by the Depositories as on the Cut-off Date i.e., Thursday,

August 21, 2025 only shall be entitled to avail the facility of remote e-voting. A person who is

not a member as on the Cut-off Date, should treat the Notice for information purpose only.

29. Members may please note that SEBI vide its Circular No.

SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated 25th January, 2022 has mandated

the Listed Companies to issue securities in demat form only while processing service requests

viz. issue of duplicate securities certificate; claim from Unclaimed Suspense Account;

Renewal/Exchange of securities certificate; Endorsement; Sub-division/Splitting of securities

certificate; Consolidation of securities certificates/folios; Transmission and Transposition.

Accordingly, Members are requested to make service requests by submitting a duly filled and

signed Form ISR–4, the format of which is available on the website of the Company’s RTA and

can be accessed through the link: https://www.bigshareonline.com/ Resources.aspx It may

be noted that any service request can be processed only after the folio is KYC compliant. SEBI

vide its notification dated 24th January, 2022 has mandated that all requests for transfer of

securities including transmission and transposition requests shall be processed only in

dematerialized form. In view of the same and to eliminate all risks associated with physical

shares and avail various benefits of dematerialization, Members are advised to dematerialize

the shares held by them in physical form. Members can contact the Company or RTA, for

assistance in this regard.

PLEASE READ THE INSTRUCTIONS FOR E-VOTING BEFORE EXERCISING THE VOTE.

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:

i. The voting period begins on 25th August, 2025 at 09.00 AM and ends on 27th August, 2025

at 05.00 PM. During this period shareholders of the Company, holding shares either in physical

form or in dematerialized form, as on the cut-off date of 21st August, 2025 may cast their vote

electronically. The e-voting module shall be disabled by Bigshare for voting thereafter.

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

ii. Shareholders who have already voted prior to the meeting date would not be entitled to

vote at the meeting venue.

iii. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020,

under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-

voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has

been observed that the participation by the public non-institutional shareholders/retail

shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to

listed entities in India. This necessitates registration on various ESPs and maintenance of

multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it

has been decided to enable e-voting to all the demat account holders, by way of a single login

credential, through their demat accounts/ websites of Depositories/ Depository

Participants. Demat account holders would be able to cast their vote without having to register

again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing

ease and convenience of participating in e-voting process.

iv. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9,

2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding

securities in demat mode are allowed to vote through their demat account maintained with

Depositories and Depository Participants. Shareholders are advised to update their mobile

number and email Id in their demat accounts in order to access e-Voting facility.

1. Pursuant to above said SEBI Circular, Login method for e-Voting for Individual

shareholders holding securities in Demat mode is given below:

Type of shareholders Login Method

Individual Shareholders

holding securities in

Demat mode with

CDSL

1) Users who have opted for CDSL Easi / Easiest facility, can

be made available to reach e-Voting page without any further

authentication. The URL for users to login to Easi/Easiest is

https://web.cdslindia.com/myeasitoken/home/login or visit

CDSL website www.cdslindia.com and click on login icon &

New System Myeasi Tab and then use your existing my easi

username & password.

2) After successful login the Easi / Easiest user will be able

to see the e-Voting option for eligible companies where the

evoting is in progress as per the information provided by

company. On clicking the evoting option, the user will be able to

see e-Voting page of BIGSHARE the e-Voting service provider

and you will be re-directed to i-Vote website for casting your

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

vote during the remote e-Voting period. Additionally, there is

also links provided to access the system of all e-Voting Service

Providers i.e. BIGSHARE, so that the user can visit the e-Voting

service providers’ website directly.

3) If the user is not registered for Easi/Easiest, option to

https://web.cdslindia.com/myeasitoken/Registration/EasiReg

istration

4) Alternatively, the user can directly access e-Voting page

by providing Demat Account Number and PAN No. from a link

https://evoting.cdslindia.com/Evoting/EvotingLogin The

system will authenticate the user by sending OTP on registered

Mobile & Email as recorded in the Demat Account. After

successful authentication, user will be able to see the e-Voting

option where the evoting is in progress, and also able to directly

access the system of all e-Voting Service Providers. Click on

BIGSHARE and you will be re-directed to i-Vote website for

casting your vote during the remote e-voting period.

Individual Shareholders

holding securities in

demat mode with

NSDL

1) If you are already registered for NSDL IDeAS facility,

please visit the e-Services website of NSDL. Open web browser

by typing the following URL: https://eservices.nsdl.com either

on a Personal Computer or on a mobile. Once the home page of

e-Services is launched, click on the “Beneficial Owner” icon

under “Login” which is available under ‘IDeAS’ section. A new

screen will open. You will have to enter your User ID and

Password. After successful authentication, you will be able to see

e-Voting services. Click on “Access to e-Voting” under e-Voting

services and you will be able to see e-Voting page. Click on

company name or e-Voting service provider name BIGSHARE

and you will be re-directed to i-Vote website for casting your

vote during the remote e-Voting period.

2) If the user is not registered for IDeAS e-Services, option to

“Register Online for IDeAS “Portal or click at

https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

3) Visit the e-Voting website of NSDL. Open web browser by

typing the following URL: https://www.evoting.nsdl.com/

either on a Personal Computer or on a mobile. Once the home

page of e-Voting system is launched, click on the icon “Login”

which is available under ‘Shareholder/Member’ section. A new

screen will open. You will have to enter your User ID (i.e. your

sixteen-digit demat account number hold with NSDL),

Password/OTP and a Verification Code as shown on the screen.

After successful authentication, you will be redirected to NSDL

Depository site wherein you can see e-Voting page. Click on

company name or e-Voting service provider name BIGSHARE

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

and you will be redirected to i-Vote website for casting your vote

during the remote e-Voting period.

4) For OTP based login you can click

on https://eservices.nsdl.com/SecureWeb/evoting/evotinglog

in.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id,

PAN No., Verification code and generate OTP. Enter the OTP

received on registered email id/mobile number and click on

NSDL Depository site wherein you can see e-Voting page with

all e-Voting Service Providers. Click on BIGSHARE and you will

be re-directed to i-vote (E-voting website) for casting your vote

during the remote e-Voting period or joining virtual meeting &

voting during the meeting.

Individual Shareholders

(holding securities in

demat mode) login

through their

Depository Participants

You can also login using the login credentials of your demat

account through your Depository Participant registered with

NSDL/CDSL for e-Voting facility. After Successful login, you

will be able to see e-Voting option. Once you click on e-Voting

option, you will be redirected to NSDL/CDSL Depository site

after successful authentication, wherein you can see e-Voting

feature. Click on company name or e-Voting service provider

name and you will be redirected to e-Voting service provider

website for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use

Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical

issues related to login through Depository i.e. CDSL and NSDL

Individual Shareholders holding securities

in Demat mode with CDSL

Members facing any technical issue in login

can contact CDSL helpdesk by sending a

request at helpdesk.evoting@cdslindia.com

or contact at toll free No. 1800 22 55 33.

Individual Shareholders holding securities

in Demat mode with NSDL

Members facing any technical issue in login

can contact NSDL helpdesk by sending a

request at evoting@nsdl.com or call at 022-

48867000.

2. Login method for e-Voting for shareholder other than individual shareholders holding

shares in Demat mode & physical mode is given below:

 You are requested to launch the URL on internet browser: https://ivote.bigshareonline.com

 Click on “LOGIN” button under the ‘INVESTOR LOGIN’ section to Login on E-Voting

Platform.

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

 Please enter you ‘USER ID’ (User id description is given below) and ‘PASSWORD’ which

is shared separately on you register email id.

o Shareholders holding shares in CDSL demat account should enter 16 Digit Beneficiary ID

as user id.

o Shareholders holding shares in NSDL demat account should enter 8 Character DP ID

followed by 8 Digit Client ID as user id.

o Shareholders holding shares in physical form should enter Event No + Folio Number

registered with the Company as user id.

Note If you have not received any user id or password, please email from your registered email id or

contact i-vote helpdesk team. (Email id and contact number are mentioned in helpdesk section).

 Click on I AM NOT A ROBOT (CAPTCHA) option and login.

NOTE: If Shareholders are holding shares in demat form and have registered on to e-Voting

system of https://ivote.bigshareonline.com and/or voted on an earlier event of any company

then they can use their existing user id and password to login.

 If you have forgotten the password: Click on ‘LOGIN’ under ‘INVESTOR LOGIN’ tab and

then Click on ‘Forgot your password?

 Enter “User ID” and “Registered email ID” Click on I AM NOT A ROBOT (CAPTCHA)

option and click on ‘Reset’.

(In case a shareholder is having valid email address, Password will be sent to his / her registered e-mail

address).

Voting method for shareholders on i-Vote E-voting portal:

 After successful login, Bigshare E-voting system page will appear.

 Click on “VIEW EVENT DETAILS (CURRENT)” under ‘EVENTS’ option on investor

portal.

 Select event for which you are desire to vote under the dropdown option.

 Click on “VOTE NOW” option which is appearing on the right-hand side top corner of the

page.

 Cast your vote by selecting an appropriate option “IN FAVOUR”, “NOT IN FAVOUR” or

“ABSTAIN” and click on “SUBMIT VOTE”. A confirmation box will be displayed. Click

“OK” to confirm, else “CANCEL” to modify. Once you confirm, you will not be allowed to

modify your vote.

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

 Once you confirm the vote you will receive confirmation message on display screen and

also you will receive an email on your registered email id. During the voting period, members

can login any number of times till they have voted on the resolution(s). Once vote on a

resolution is casted, it cannot be changed subsequently.

 Shareholder can “CHANGE PASSWORD” or “VIEW/UPDATE PROFILE” under

“PROFILE” option on investor portal.

3. Custodian registration process for i-Vote E-Voting Website:

 You are requested to launch the URL on internet browser: https://ivote.bigshareonline.com

 Click on “REGISTER” under “CUSTODIAN LOGIN”, to register yourself on Bigshare i-

Vote e-Voting Platform.

 Enter all required details and submit.

 After Successful registration, message will be displayed with “User id and password will

be sent via email on your registered email id”.

NOTE: If Custodian have registered on to e-Voting system of

https://ivote.bigshareonline.com and/or voted on an earlier event of any company then they

can use their existing user id and password to login.

 If you have forgotten the password: Click on ‘LOGIN’ under ‘CUSTODIAN LOGIN’ tab

and further Click on ‘Forgot your password?

 Enter “User ID” and “Registered email ID” Click on I AM NOT A ROBOT (CAPTCHA)

option and click on ‘RESET.

(In case a custodian is having valid email address, Password will be sent to his / her registered e-mail

address).

Voting method for Custodian on i-Vote E-voting portal:

 After successful login, Bigshare E-voting system page will appear.

Investor Mapping:

 First you need to map the investor with your user ID under “DOCUMENTS” option on

custodian portal.

o Click on “DOCUMENT TYPE” dropdown option and select document type power of

attorney (POA).

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

o Click on upload document “CHOOSE FILE” and upload power of attorney (POA) or board

resolution for respective investor and click on “UPLOAD”.

Note: The power of attorney (POA) or board resolution has to be named as the

“InvestorID.pdf” (Mention Demat account number as Investor ID.)

o Your investor is now mapped and you can check the file status on display.

Investor vote File Upload:

 To cast your vote, select “VOTE FILE UPLOAD” option from left hand side menu on

custodian portal.

 Select the Event under dropdown option.

 Download sample voting file and enter relevant details as required and upload the same

file under upload document option by clicking on “UPLOAD”. Confirmation message will be

displayed on the screen and also you can check the file status on display (Once vote on a

resolution is casted, it cannot be changed subsequently).

 Custodian can “CHANGE PASSWORD” or “VIEW/UPDATE PROFILE” under

“PROFILE” option on custodian portal.

Helpdesk for queries regarding e-voting:

Shareholder ‘s other than

individual shareholders

holding shares in Demat

mode & Physical mode.

In case shareholders/ investor have any queries regarding

E-voting, you may refer the Frequently Asked Questions

(‘FAQs’) and i-Vote e-Voting module available at

https://ivote.bigshareonline.com, under download

section or you can email us to ivote@bigshareonline.com

or call us at: 022-62638338

By Order of the Board

For Pet Plastics Ltd

Sd/-

Mr. Ritesh Vijay Vakil

Managing Director

(DIN: 00153325)

Dated: 02/08/2025

Place: Mumbai

----------------Page (22) Break----------------

PET PLASTICS LIMITED ANNUAL REPORT 2024-25

ANNEXURE A

Details of Director Seeking Regularization at the Annual General Meeting (Pursuant to

Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 and Clause 1.2.5 of Secretarial Standard – 2 on General Meetings).

Particulars Mr. Harshad Narsinhbhai Patel Mr. Abhinath Shinde

DIN 11127817 07076684

Date of Birth 12/10/1990 27/11/1985

Age 34 39

Date of the first appointment on the Board May 30, 2025 May 30, 2025

Qualifications CS, Master’s Degree in Accounts and B.com BA

Expertise in specific functional areas

compliance, corporate

governance, and

regulatory affairs, with

specialized expertise in

REITs, RBI-regulated

entities, and NBFCs

Having expertise

Various Sector of

finance

Number of Board Meetings attended in the

Financial Year 2024-25 NA NA

Directorships held in other Listed

Companies (Excluding foreign Companies

and Section 8 Companies)

0 0

Memberships/ Chairmanships of

committees across all other public

companies (Includes only Audit and

Shareholders’ Relationship Committee)

0 0

Shareholding in the Company as on March

31, 2025 0 0

Relationship with Directors, Managers and

Key Managerial Personnel None None

Terms & Conditions of appointment or re-

appointment

Mr. Harshad

Narsinhbhai Patel is

appointed as

Independent Director

for a period of 5 years

from May 30, 2025 to

May 30, 2030

Mr. Abhinath

Shinde is

appointed as

Director for a

period of 5 years

from May 30, 2025

to May 30, 2030

None of the Directors, including the Director whose regularization is being proposed, is

related to any other Director or Key Managerial Personnel of the Company within the

meaning of the term "relative" as defined under Section 2(77) of the Companies Act, 2013 and

the applicable rules made thereunder.

----------------Page (23) Break----------------

PET PLASTICS LIMITED ANNUAL REPORT 2024-25

EXPLANATORY STATEMENT UNDER SECTION 102

OF THE COMPANIES ACT, 2013

ITEM NO. 3: TO REGULARISE THE APPOINTMENT OF MR. ABHINATH SHINDE AS

DIRECTOR (PROMOTER CATEGORY):

The Board of Directors of the Company, on the recommendation of the Nomination and

Remuneration Committee, appointed Mr. Abhinath Shinde (DIN: 07076684) as an Additional

Director in the Promoter category with effect from 30th May 2025, pursuant to the provisions

of Section 161(1) of the Companies Act, 2013 and applicable rules thereunder.

In terms of Section 161(1) of the Act, Mr. Shinde holds office as an Additional Director up to

the date of the ensuing Annual General Meeting. The Company has received a notice in writing

from a member under Section 160(1) of the Companies Act, 2013, proposing the candidature

of Mr. Abhinath Shinde for appointment as a Director of the Company, liable to retire by

rotation.

Mr. Shinde is professionally experienced and associated with the promoter group. His

appointment is expected to strengthen the Board’s strategic direction and promote the

business interest of the Company.

The Board considers that the continued association of Mr. Abhinath Shinde would be

beneficial to the Company and therefore recommends the resolution for approval of the

members as an Ordinary Resolution.

A brief profile of Mr. Abhinath Shinde, in terms of Regulation 36(3) of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015, and Secretarial Standard – 2 on

General Meetings, shall be provided separately in the Notice of the Annual General Meeting.

None of the Directors and Key Managerial Personnel of the Company and their relatives,

except Mr. Abhinath Shinde and his relatives, may be deemed to be concerned or interested,

financially or otherwise, in the proposed resolution.

ITEM NO. 4: TO REGULARISE THE APPOINTMENT OF MR. HARSHAD

NARSINHBHAI PATEL AS AN INDEPENDENT DIRECTOR OF THE COMPANY:

The Board of Directors, upon the recommendation of the Nomination and Remuneration

Committee, appointed Mr. Harshad Narsinhbhai Patel (DIN: 11127817) as an Additional

Director (Independent category) of the Company with effect from 30th May 2025, pursuant to

Section 161(1) of the Companies Act, 2013 and applicable rules made thereunder.

In terms of Section 161(1) of the Act, he holds office up to the date of the ensuing Annual

General Meeting. The Company has received a notice in writing from a member under Section

160(1) of the Companies Act, 2013 proposing his candidature for appointment as a Director.

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

Based on the recommendation of the Nomination and Remuneration Committee and after

considering his expertise, background, and declarations confirming that he meets the criteria

of independence as prescribed under Section 149(6) of the Companies Act, 2013 and

Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, the Board has proposed his appointment as an Independent Director for a

term of five consecutive years from 30th May 2025 to 29th May 2030, not liable to retire by

rotation.

Mr. Harshad Patel has given his:

 Consent to act as a director in Form DIR-2,

 Declaration of Independence under Section 149(7),

 Confirmation of not being disqualified under Section 164(2) of the Companies Act, 2013,

and

 Declaration of compliance with the Code for Independent Directors as specified in Schedule

IV of the Act.

The Board is of the view that his association would bring valuable guidance to the Company

in its professional governance and business strategy, and accordingly, recommends the Special

Resolution for approval of the members.

A brief profile of Mr. Harshad Narsinhbhai Patel, in accordance with Regulation 36(3) of the

SEBI (LODR) Regulations, 2015 and Secretarial Standard–2, will be provided in the Notice of

AGM.

None of the Directors and Key Managerial Personnel of the Company or their relatives, except

Mr. Harshad Patel and his relatives, is in any way concerned or interested, financially or

otherwise, in the resolution set out at Item No. 04.

ITEM NO. 5: TO APPOINT M/S. R. S. RAJPUROHIT & CO., PRACTICING COMPANY

SECRETARIES AS SECRETARIAL AUDITORS OF THE COMPANY:

Pursuant to Section 204 of the Companies Act, 2013 read with Rules made thereunder and

Regulation 24A of the Listing Regulations, a listed entity shall appoint or re appoint an

individual as Secretarial Auditor, on the basis of the recommendation of the Board of

Directors, for not more than one term of five consecutive years or a Secretarial Audit firm as

Secretarial Auditor for not more than two terms of five consecutive years, with the approval

of its shareholders in the Annual General Meeting.

M/s. R. S. Rajpurohit & Co., are currently the Secretarial Auditors of the Company and as per

Regulation 24A (1C) of the Listing Regulations, any association of the individual or the firm

as the Secretarial Auditor of the listed entity before March 31, 2025 shall not be considered for

the purpose of calculating the tenure.

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

Accordingly, pursuant to the recommendation of the Audit Committee and the Board of

Directors of the Company at its meeting held on Saturday 02nd August, 2025, approved the

appointment of M/s. R. S. Rajpurohit & Co., Practicing Company Secretaries (COP No: 15891),

as the Secretarial Auditors of the Company for a term of five consecutive years to hold office

from the conclusion of this AGM till the conclusion of the 45th AGM to be held in the year 2030.

M/s. R. S. Rajpurohit & Co., are a reputed firm of Company Secretaries in Practice, specialized

in Secretarial Audit and other corporate law matters. The firm is registered with the Institute

of Company Secretaries of India and has an experience of more than 9 years in providing

various corporate law services such as incorporation of companies and Limited Liability

Partnerships, secretarial audit for various listed companies, voluntary winding up of

companies, acting as scrutinizer and appearances before the National Company Law Tribunal

on various matters on behalf of clients, etc. The firm also holds a valid Peer Review Certificate.

M/s. R. S. Rajpurohit & Co., has given their consent to act as Secretarial Auditors of the

Company and confirmed that their aforesaid appointment (if made) would be within the limits

specified by the Institute of Company Secretaries of India. They have also confirmed that they

are not disqualified to be appointed as Secretarial Auditors and are in compliance with

independence requirements as prescribed under the Auditing Standards issued by the

Institute of Company Secretaries of India, and other applicable rules and regulations.

The proposed remuneration payable to M/s. R. S. Rajpurohit & Co., for secretarial audit

services will be decided by the board with per financial year out of pocket expenses. Revision,

if any, to the fees for subsequent year(s) of their term, shall be approved by the Board of

Directors of the Company (including its Committee(s) thereof), as may be required from time

to time.

Further, the Company may obtain certifications and avail other permissible services under

statutory regulations from M/s R. S. Rajpurohit & Co., as may be required from time to time.

The remuneration for certifications and other permissible services will be paid on mutually

agreed terms.

None of the Directors and Key Managerial Personnel of the Company or their relatives are

concerned or interested, financially or otherwise, in the resolution set out at Item No. [5].

The Board of Directors recommends the resolution as set out in Item No. [5], for approval of

the Members of the Company by way of an Ordinary Resolution.

ITEM NO. 6: TO CHANGE THE NAME OF THE COMPANY AND ALTER THE

MEMORANDUM & ARTICLES OF ASSOCIATION ACCORDINGLY:

The Board of Directors of the Company at its meeting held on Saturday 02nd August, 2025 has

considered and approved, subject to the approval of the members and necessary

statutory/regulatory authorities, the proposal for change in the name of the Company from

“PET PLASTICS LTD” to “BHARATAM VENTURES LIMITED”, or such other name as

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

may be approved by the Registrar of Companies, Maharashtra, Mumbai, and other competent

authorities.

The proposed change in the name is in line with the Company’s evolving business strategy,

which is expanding beyond plastics into diversified activities including financial services

facilitation, distribution, franchising, investment, trading, and other lawful business ventures.

The new name is intended to reflect a broader and more inclusive identity aligned with the

future growth objectives and aspirations of the Company and its stakeholders.

Pursuant to the provisions of Sections 4, 13, and 14 of the Companies Act, 2013, any change in

the name of a company and the consequent alteration of its Memorandum and Articles of

Association requires the approval of the members by way of a Special Resolution, and also the

approval of the Central Government, which is presently delegated to the Registrar of

Companies (ROC).

The Company has already initiated an application with the Ministry of Corporate Affairs

(MCA) for the availability/reservation of the proposed new name, and upon receipt of

members’ approval and all necessary clearances from regulatory authorities including Stock

Exchange(s) and ROC, the change of name will become effective.

Consequently:

 Clause I of the Memorandum of Association, which states the name of the Company, will

be substituted accordingly.

 The Articles of Association of the Company will also be altered to reflect the new name

“BHARATAM VENTURES LIMITED” wherever the old name appears.

A copy of the Memorandum and Articles of Association with the proposed amendments is

available for inspection by the members at the registered office of the Company during

business hours and also hosted on the website of the Company, if applicable.

The Board recommends the resolution set out in the Notice for approval of the members as a

Special Resolution.

None of the Directors or Key Managerial Personnel of the Company or their relatives are, in

any way, concerned or interested, financially or otherwise, in the said resolution, except to the

extent of their directorship/shareholding in the Company, if any.

ITEM NO. 7: TO TAKE APPROVAL FOR ADOPTION OF NEW SET OF ARTICLES OF

ASSOCIATION OF THE COMPANY:

The existing Articles of Association (AoA) of the Company were originally framed in

accordance with the provisions of the erstwhile Companies Act, 1956 and are based on the

then applicable statutory framework, procedural provisions, and governance requirements.

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

With the enactment of the Companies Act, 2013, significant changes have taken place in the

structure and functioning of companies, particularly those that are listed on stock exchanges.

In order to align the Articles of Association with the updated provisions of the Companies Act,

2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended),

and other applicable laws, it is proposed to adopt an entirely new set of Articles of Association

in substitution and supersession of the existing AoA of the Company.

The revised Articles reflect modern corporate governance practices, electronic communication

mechanisms, roles of independent directors, committees, e-voting, Board composition norms,

and provisions relating to powers of shareholders and directors in a manner consistent with

contemporary requirements for a listed company. The adoption of a new AoA will facilitate

better regulatory compliance and operational flexibility for the Company going forward.

Pursuant to the provisions of Section 14 of the Companies Act, 2013, the alteration or

substitution of the Articles of Association requires the approval of members by way of a

Special Resolution.

A copy of the proposed new Articles of Association is available for inspection at the registered

office of the Company during business hours on all working days and is also available on the

website of the Company, if applicable, for the perusal of members.

The Board recommends the resolution for approval of the members as a Special Resolution.

None of the Directors, Key Managerial Personnel or their relatives are, in any way, concerned

or interested, financially or otherwise, in the proposed resolution, except to the extent of their

directorship or shareholding in the Company, if any.

ITEM NO. 8: TO TAKE APPROVAL FOR ADOPTION OF NEW SET OF MEMORANDUM

OF ASSOCIATION OF THE COMPANY:

The existing Memorandum of Association (MoA) of the Company was originally framed

under the provisions of the Companies Act, 1956. After the enactment of the Companies Act,

2013, there have been significant changes in the structure, format, and contents of the MoA,

including the classification of objects, references to applicable sections, and overall

presentation in line with the new Act.

To bring the Memorandum of Association in full conformity with the provisions of the

Companies Act, 2013 and to reflect the evolving nature of the Company’s business, including

proposed changes in the main objects and ancillary objects, the Board of Directors has

approved the adoption of a new set of MoA in substitution and supersession of the existing

MoA.

Key changes in the proposed new Memorandum include:

 Alignment of Clause I to V with the format prescribed under the Companies Act, 2013;

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

 Substitution of the existing Main Object Clause with a revised business object reflecting the

Company’s expansion into financial services facilitation, franchising, trading, and allied areas;

 Replacement of the “Other Objects” clause (as prescribed under the Companies Act, 1956)

by revised “Objects Incidental or Ancillary to the attainment of the Main Object” under the

2013 regime;

 Updates to capital clause and jurisdictional references in line with the applicable regulatory

framework.

As per the provisions of Section 13 of the Companies Act, 2013, read with Rule 29 of the

Companies (Incorporation) Rules, 2014, any alteration to the Memorandum of Association

requires the approval of shareholders by way of a Special Resolution.

A copy of the draft Memorandum of Association, as proposed to be adopted, is available for

inspection at the registered office of the Company during business hours and on the

Company’s website (if applicable), and is also being circulated as part of the Notice.

The Board recommends the passing of the resolution as a Special Resolution.

None of the Directors or Key Managerial Personnel of the Company or their relatives is, in any

way, concerned or interested, financially or otherwise, in the said resolution, except to the

extent of their shareholding or directorship, if any.

ITEM NO. 9: CHANGE OF OBJECT CLAUSE OF THE MEMORANDUM OF

ASSOCIATION OF THE COMPANY:

The existing Main Object Clause (Clause III(A)) of the Memorandum of Association (MoA) of

the Company was framed at the time of incorporation and is aligned with the Company’s

earlier focus and operations. In light of the evolving business strategy and expansion plans,

the Board of Directors of the Company proposes to realign the Main Object Clause to reflect

the Company’s proposed new business activities in the domain of financial product

distribution and facilitation.

The revised object clause enables the Company to undertake activities as a:

 Business Correspondent (BC),

 Loan Service Provider (LSP),

 Direct Selling Agent (DSA),

 Business Facilitator,

for sourcing, marketing, distribution, and servicing of loans, insurance, mutual funds, and

other banking and financial products, in collaboration with banks, NBFCs, insurance

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

companies, mutual fund houses, and other licensed financial institutions. The clause also

permits the Company to:

 Grant franchises, appoint agents or sub-agents for such distribution,

 Make investments of surplus funds in legal securities or ventures,

 Engage in lawful trading and service-based activities to complement its core financial

facilitation business.

The proposed new object will allow the Company to tap emerging opportunities in financial

services distribution, a model increasingly used by fintech platforms and franchise-led models

aligned with the financial inclusion and regulatory distribution architecture in India and

abroad.

To enable this shift in strategic direction, the Company proposes to substitute the existing

Main Object Clause III(A) with the new object clause as detailed in the accompanying

resolution.

Pursuant to the provisions of Section 13 of the Companies Act, 2013, read with Rule 29 of the

Companies (Incorporation) Rules, 2014, any alteration in the main object clause of the

Memorandum of Association requires approval of the shareholders by way of a Special

Resolution and subsequent filing with the Registrar of Companies in prescribed form. Further,

in the case of a listed company, the change in objects also requires disclosure to stock

exchanges under Regulation 30 read with Schedule III, Part A of SEBI (LODR) Regulations,

2015, and may require prior or post-approval/compliance under applicable SEBI/stock

exchange circulars.

The proposed draft of the amended MoA incorporating the new object clause will be made

available for inspection by the members at the registered office of the Company during

business hours on all working days and/or hosted on the website of the Company, if

applicable.

The Board recommends the passing of the above resolution as a Special Resolution.

None of the Directors, Key Managerial Personnel (KMPs) or their relatives are, in any way,

concerned or interested, financially or otherwise, in the said resolution, except to the extent of

their directorship or shareholding in the Company, if any.

ITEM NO. 10: TO TAKE APPROVAL FOR RELATED PARTY TRANSACTION FOR THE

FINANCIAL YEAR 2025-26:

Pursuant to Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, as amended, all material related party transactions and subsequent material

modifications require approval of the shareholders of the Company by means of an ordinary

resolution. Related parties shall abstain from voting on such resolutions irrespective of

whether they are parties to the particular transaction or not.

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

In the ordinary course of business, the Company, and its subsidiaries, are required to enter

into various transactions with related parties, such as purchase/sale of goods and services,

leasing, reimbursement of expenses, availing/rendering of services, inter-corporate deposits,

loans, guarantees, etc. To ensure timely execution and operational flexibility, it is proposed to

take omnibus approval from shareholders for entering into such related party transactions

which may exceed the materiality thresholds prescribed under Regulation 23(1) of SEBI LODR,

i.e., ₹1,000 crore or 10% of the annual consolidated turnover of the Company, whichever is

lower, as per the last audited financial statements of the Company.

The Audit Committee and the Board of Directors have approved the proposed related party

transactions and recommend the resolution for approval of the shareholders.

All related parties shall abstain from voting on this resolution.

None of the Directors, Key Managerial Personnel of the Company, or their relatives, except

those who are directly/indirectly concerned or interested as related parties in the transactions,

are interested or concerned in the proposed resolution.

The Board recommends the passing of the above resolution as a ordinary resolution.

ITEM NO. 11: MATERIAL RELATED PARTY TRANSACTION’ FOR DIVESTMENT BY

WAY OF ASSIGNMENT OF ADVANCES TO PET STOCK BROKERS LIMITED UNDER

SECTION 188 OF THE COMPANIES ACT, 2013 AND REGULATION 23(4) OF THE

SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND

DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

The Company had advanced to Pet Stock Brokers Limited (“Acquirer”), a Promoter Group

entity and a related party of the Company, in the ordinary course of business. In order to

manage its financial exposure and to strengthen the financials of the Company, the Board of

Directors has proposed to divest the said receivable by way of assignment of the said advance

to the Acquirer for a consideration as mutually decided.

In terms of Section 188 of the Companies Act, 2013 (“the Act”) and Regulation 23(4) of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”),

any transaction entered into by the Company with a related party, which individually or taken

together with previous transactions during a financial year, exceeds 10% of the annual

consolidated turnover of the Company, shall be considered a material related party transaction

and shall require the prior approval of the shareholders of the Company by way of an

Ordinary Resolution, wherein the related parties shall abstain from voting.

The proposed transaction with Pet Stock Brokers Limited is considered a Material Related Party

Transaction in accordance with Regulation 23(1) of the Listing Regulations and hence requires

the approval of the shareholders of the Company, excluding related parties.

The transaction has been reviewed and approved by the Audit Committee and the Board of

Directors of the Company. The Audit Committee has noted that the assignment of the

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

outstanding advance is being undertaken at an arm’s length basis and is in the best interest of

the Company, considering the financial condition of the Acquirer and the potential for

recovery under the proposed assignment.

Particulars of the transaction:

 Name of the Related Party: Pet Stock Brokers Limited

 Relationship with the Company: Promoter Group Entity

 Nature of Transaction: Assignment of Advances (divestment of receivables)

 Advance Outstanding: Upto ₹2,00,00,000

 Consideration for Assignment: Upto ₹ 35,00,000

 Nature, Material Terms, and Purpose: To effect divestment of non-performing receivables

from related party in order to manage credit risk exposure and improve financial position.

None of the Directors or Key Managerial Personnel of the Company and their relatives, except

those who are directly or indirectly interested as promoters or shareholders of the related party

entity, are in any way concerned or interested, financially or otherwise, in the said resolution.

The Board recommends the Ordinary Resolution as set out in the accompanying notice for the

approval of the shareholders.

ITEM NO. 12: RESOLUTION UNDER SECTION 180(1)(a) – APPROVAL FOR DISPOSAL

OR CREATION OF CHARGE ON COMPANY’S ASSETS

Section 180(1)(a) of the Companies Act, 2013, mandates that a company obtain shareholders'

approval by way of a special resolution before selling, leasing, or otherwise disposing of the

whole or substantially the whole of its undertaking. The Company may need to create security

over its assets for borrowings or financial assistance obtained from banks, financial

institutions, or other lenders. The approval of members is sought to enable the Board to create

necessary charges or mortgages on assets up to Rs. 200 Crores to secure such borrowings.

The Board recommends passing the resolution as a Special Resolution. None of the Directors,

Key Managerial Personnel, or their relatives are concerned or interested in the resolution

except to the extent of their shareholding in the Company.

ITEM NO. 13: RESOLUTION UNDER SECTION 180(1)(c) – APPROVAL FOR

BORROWING BEYOND PAID-UP CAPITAL AND FREE RESERVES:

Section 180(1)(c) of the Companies Act, 2013, requires the approval of shareholders by way of

a special resolution if the total borrowings of the company (excluding temporary loans from

banks in the ordinary course of business) exceed the aggregate of its paid-up share capital, free

reserves, and securities premium account. In order to meet the funding requirements of the

Company for expansion, working capital, and other corporate purposes, the Board proposes

to increase the borrowing limit to Rs. 200 Crores.

The Board recommends passing the resolution as a Special Resolution. None of the Directors,

Key Managerial Personnel, or their relatives are concerned or interested in the resolution

except to the extent of their shareholding in the Company.

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

ITEM NO. 14: RESOLUTION UNDER SECTION 185 – APPROVAL FOR GRANTING

LOANS TO DIRECTORS OR ENTITIES IN WHICH DIRECTORS ARE INTERESTED

Section 185 of the Companies Act, 2013, prohibits a company from directly or indirectly

advancing any loan, providing security, or giving guarantees to its directors or entities in

which the directors are interested, except in cases where such transactions comply with the

prescribed conditions. The Company may, in the course of its business, be required to extend

financial support to Subsidiary/ Associate/Joint Venture or such other entity/person as

specified under Section 185 of the Companies Act, 2013 and more specifically to such other

entity/person as the Board of the Directors in its absolute discretion deems fit and beneficial

and in the best interest of the Company. To facilitate such transactions while ensuring

compliance with the applicable provisions, approval of shareholders is sought for granting

loans, providing security, or giving guarantees up to a limit of Rs. 200 Crores.

The Board recommends passing the resolution as a Special Resolution. None of the Directors,

Key Managerial Personnel, or their relatives, except those who may be directly or indirectly

interested, are concerned or interested in the resolution.

ITEM NO. 15: RESOLUTION UNDER SECTION 186 – APPROVAL FOR MAKING

LOANS, INVESTMENTS, GUARANTEES, AND SECURITY BEYOND PRESCRIBED

LIMITS:

Pursuant to Section 186 of the Companies Act, 2013, a company is restricted from making

loans, investments, providing guarantees, or offering security beyond sixty percent of its paid-

up share capital, free reserves, and securities premium account or one hundred percent of its

free reserves and securities premium account, whichever is higher, without obtaining prior

approval of the shareholders. In order to provide financial assistance, support subsidiaries, or

invest in opportunities that align with the strategic growth of the Company, the Board of

Directors proposes to seek approval for a limit not exceeding Rs. 200 Crores at any point in

time.

The Board recommends passing the resolution as a Special Resolution. None of the Directors,

Key Managerial Personnel, or their relatives are concerned or interested in the resolution

except to the extent of their shareholding in the Company.

By Order of the Board

For Pet Plastics Ltd

Sd/-

Mr. Ritesh Vijay Vakil

Managing Director

(DIN: 00153325)

Dated: 02/08/2025

Place: Mumbai

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

Shareholders’ Detail Updation-Cum-Consent Form

To,

The Company Secretary,

PET PLASTICS LTD,

3rd Floor, Panchratna Bldg., Opera House,

Mumbai - 400004, Maharashtra

I/ we the member(s) of the Company do hereby request you to kindly register/ update my e-

mail address with the Company. I/We, do hereby agree and authorize the Company to send

me/ us all the communications in electronic mode at the e-mail address mentioned below.

Please register the below mentioned e-mail address / mobile number for sending

communication through e-mail/ mobile.

Folio No. : DP - ID : Client ID :

Name of the Registered Holder (1st) :

Name of the joint holders :

Registered Address :

Pin:

Mobile Nos. (to be registered) :

E-mail Id (to be registered) :

Bank Account Detail

Name of the Bank :

Account Number :

Address of the Branch :

IFSC Code :

MICR Code :

________________________

Signature of the member(s)*

* Signature of all the members is required in case of joint holding.

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

Form No. SH-13

Nomination Form

(Pursuant to Section 72 of the Companies Act, 2013 and Rule 19(1) of the Companies

(Share Capital and Debentures) Rules 2014)

To,

The Company Secretary,

PET PLASTICS LTD,

3rd Floor, Panchratna Bldg., Opera House,

Mumbai - 400004, Maharashtra

I/ We_________________________________________ the holder(s) of the securities particulars

of which are given hereunder wish to make nomination and do hereby nominate the following

persons in whom shall vest, all the rights in respect of such securities in the event of my/our

death.

1. PARTICULARS OF THE SECURITIES (in respect of which nomination is being made)

Nature of

Securities Folio No.

No of

Securities Certificate No. Distinctive No.

2. PARTICULARS OF NOMINEE/S —

a) Name:

b) Date of Birth:

c) Father’s/Mother’s/Spouse’s name:

d) Occupation:

e) Nationality:

f) Address:

g) E-mail id:

h) Relationship with the security holder:

3. IN CASE NOMINEE IS A MINOR—

a) Date of birth:

b) Date of attaining majority

c) Name of guardian:

d) Address of guardian:

Name: ______________________________________

Address: ____________________________________

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

Name of the Security Holder(s) __________________________________________ Signatures:

___________________________________________________________

Witness with name and address: _________________________________________

INSTRUCTIONS:

1. Please read the instructions given below very carefully and follow the same to the letter. If

the form is not filled as per instructions, the same will be rejected.

2. The nomination can be made by individuals only. Non-individuals including society, trust,

body corporate, partnership firm, Karta of Hindu Undivided Family, holder of power of

attorney cannot nominate. If the Shares are held jointly all joint holders shall sign (as per the

specimen registered with the Company) the nomination form.

3. A minor can be nominated by a holder of Shares and in that event the name and address of

the Guardian shall be given by the holder.

4. The nominee shall not be a trust, society, body corporate, partnership firm, Karta of Hindu

Undivided Family, or a power of attorney holder. A non-resident Indian can be a nominee on

re-patriable basis.

5. Transfer of Shares in favor of a nominee shall be a valid discharge by a Company against

the legal heir(s).

6. Only one person can be nominated for a given folio.

7. Details of all holders in a folio need to be filled; else the request will be rejected.

8. The nomination will be registered only when it is complete in all respects including the

signature of (a) all registered holders (as per specimen lodged with the Company) and (b) the

nominee.

9. Whenever the Shares in the given folio are entirely transferred or dematerialized, then this

nomination will stand rescinded.

10. Upon receipt of a duly executed nomination form, the Registrars & Transfer Agent of the

Company will register the form and allot a registration number. The registration number and

folio no. should be quoted by the nominee in all future correspondence.

11. The nomination can be varied or cancelled by executing fresh nomination form.

12. The Company will not entertain any claims other than those of a registered nominee,

unless so directed by a Court.

13. The intimation regarding nomination / nomination form shall be filed in duplicate with

the Registrars & Transfer Agents of the Company who will return one copy thereof to the

members.

14. For shares held in dematerialized mode nomination is required to be filed with the

Depository Participant in their prescribed form.

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

Annual General Meeting – Thursday, August 28, 2025

ATTENDANCE SLIP

Registered Folio no. / DP ID no. / Client ID no.

Number of shares held

Name and Address of the Shareholder/Proxy

I hereby record my presence at the Annual General Meeting (“AGM”) of the members of Pet

Plastics Limited held on Thursday, August 28, 2025 at 02.00 P.M. (IST) at 3rd floor, Panchratna

Bldg., Opera House, Mumbai – 400004, Maharashtra, India.

________________________

Signature of the Shareholder/Proxy

Notes:

1. Shareholders attending the meeting in person or through proxy are requested to fill in the

Attendance Slip and submit the same at the attendance verification counter at the entrance of

Meeting Hall.

2. Bodies Corporate, whether a company or not, who are members, may attend through their

authorised representatives appointed under Section 113 of the Companies Act, 2013. A copy

of authorization should be deposited with the Company.

3. Electronic copy of the Notice of the Annual General Meeting (“AGM”), attendance slip and

proxy form is being sent to all the members whose email address is registered with the

Company/ Depository. Members receiving electronic copy and attending the AGM can print

copy of this Attendance Slip.

4. Physical copy of the Notice of the AGM, attendance slip and proxy form is sent in the

permitted mode(s) to all members whose email is not registered or have requested for a hard

copy.

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

E-Voting Information

The electronic voting particulars are set out below:

EVEN (E -Voting Event Number) USER ID PASSWORD

Please refer notice for instructions on e-voting.

E-voting facility is available during the following voting period

Commencement of E-voting Conclusion of E-voting

Monday, August 25, 2025 at 09:00 A.M. (IST) Wednesday, August 27, 2025 at 05:00

P.M. (IST)

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

Form No. MGT - 11

Annual General Meeting – Thursday, August 28, 2025

PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

Name of Member(s): _________________________________________________

Registered Address of Member(s): _____________________________________

E-mail id: _________________________________________________

Folio No. / Client ID: _________________________________________________

DP ID: _________________________________________________

I/We, being the member(s) of Pet Plastics Limited, holding _________________ Equity Shares

hereby appoint:

1. Name: ________________________ E-mail Id: __________________________________

Address:

__________________________________________________________________________________

__________________________________________________Signature: ____________________or

failing him

2. Name: ________________________ E-mail Id: __________________________________

Address:

__________________________________________________________________________________

__________________________________________________Signature: ____________________or

failing him

3. Name: ________________________ E-mail Id: __________________________________

Address:

__________________________________________________________________________________

__________________________________________________Signature: ____________________

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual

General Meeting of the Company, to be held on Thursday, August 28, 2025 at 02.00 P.M. at

3rd floor, Panchratna Bldg., Opera House, Mumbai – 400004, Maharashtra, India and at any

adjournment thereof in respect of such resolutions as are indicated below:

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

Sr. No. Resolution Vote (Optional see Note)

For Against Abstains

Ordinary Business

To receive, consider and adopt the Standalone

and Consolidated Audited Financial Statements

of the Company for the year ended March 31,

2025 together with the reports of the Directors’

and Auditor’s thereon.

To appoint a director in place of Mrs. Komal

Balasaheb Bamdale (DIN: 10720069) who retires

by rotation in terms of Section 152(6) of the

Companies Act, 2013 & being eligible, offers

herself for reappointment.

Special Business

3 To regularize the appointment of Mr. Abhinath shinde as director (promoter category).

To regularize the appointment of Mr. Harshad

Narsinhbhai Patel as an independent director of

the company.

To appoint M/s. R. S. Rajpurohit & co.,

practicing company secretaries as secretarial

auditors of the company.

To Change the Name of the Company and Alter

the Memorandum & Articles of Association

Accordingly

7 To take approval for adoption of new set of Articles of Association of the company.

8 To take approval for adoption of new set of Memorandum of Association of the company.

9 Change of object clause of the Memorandum of Association of the company.

10 To take approval for related party transaction for the financial year 2025-26.

Material related party transaction’ for

Divestment by way of assignment of advances

to Pet Stock Brokers Limited under Section 188

of the Companies Act, 2013 and regulation 23(4)

of the Securities and Exchange Board of India

(Listing Obligations and Disclosure

Requirements) regulations, 2015

----------------Page (40) Break----------------

PET PLASTICS LIMITED ANNUAL REPORT 2024-25

12.

Resolution under section 180(1)(a) – approval

for disposal or creation of charge on company’s

assets

13.

Resolution under section 180(1)(c) – approval for

borrowing beyond paid-up capital and free

reserves

14.

Resolution under section 185 – approval for

granting loans to directors or entities in which

directors are interested

15.

Resolution under section 186 – approval for

making loans, investments, guarantees, and

security beyond prescribed limits

Signed this__________________ day of_____________________2025

___________________________

Signature of the member

_____________________

Signature of 1st proxy holder

_____________________

Signature of 1st proxy holder

_____________________

Signature of 1st proxy holder

Affix

revenue

stamp of

not less

than Re. 1

----------------Page (41) Break----------------

PET PLASTICS LIMITED ANNUAL REPORT 2024-25

Form MGT -12

BALLOT PAPER/POLLING PAPER

Name(s) of Member(s):

(In BLOCK/CAPITAL LETTERS)

Registered Address:

DP ID / Client ID* or Registered Folio No:

No. of Equity Shares held:

*Applicable in case of Share held in electronic from

I/We hereby exercise my/our vote in respect of the following resolution(s) as set out in the

Notice of the Annual General Meeting of the Company to be held on Thursday, August 28,

2025 at 02.00 P.M. at 3rd floor, Panchratna Bldg., Opera House, Mumbai – 400004, Maharashtra,

India and at any adjournment thereof in respect of such resolutions, which is proposed to be

placed for consideration of members at the aforesaid Annual General Meeting of the

Company, by conveying my/our assent and/or dissent to the said Resolution(s) in the

relevant box as stated herein below:

Sr. No. Resolution No. of

Equity

Share(s)

held

I/We

assent to

the

resolution

(For)*

I/We

dissent to

the

resolution

(Against)*

Ordinary Business

To receive, consider and adopt the

Standalone and Consolidated Audited

Financial Statements of the Company for

the year ended March 31, 2025 together

with the reports of the Directors’ and

Auditor’s thereon.

To appoint a director in place of Mrs.

Komal Balasaheb Bamdale (DIN:

10720069) who retires by rotation in

terms of Section 152(6) of the Companies

Act, 2013 & being eligible, offers herself

for reappointment.

Special Business

To regularize the appointment of Mr.

Abhinath shinde as director (promoter

category).

To regularize the appointment of Mr.

Harshad Narsinhbhai Patel as an

independent director of the company.

----------------Page (42) Break----------------

PET PLASTICS LIMITED ANNUAL REPORT 2024-25

To appoint M/s. R. S. Rajpurohit & co.,

practicing company secretaries as

secretarial auditors of the company.

To Change the Name of the Company

and Alter the Memorandum & Articles

of Association Accordingly

To take approval for adoption of new set

of Articles of Association of the

company.

To take approval for adoption of new set

of Memorandum of Association of the

company.

Change of object clause of the

Memorandum of Association of the

company.

10 To take approval for related party transaction for the financial year 2025-26.

Material related party transaction’ for

Divestment by way of assignment of

advances to Pet Stock Brokers Limited

under Section 188 of the Companies Act,

2013 and regulation 23(4) of the

Securities and Exchange Board of India

(Listing Obligations and Disclosure

Requirements) regulations, 2015

12.

Resolution under section 180(1)(a) –

approval for disposal or creation of

charge on company’s assets

13.

Resolution under section 180(1)(c) –

approval for borrowing beyond paid-up

capital and free reserves:

14.

Resolution under section 185 – approval

for granting loans to directors or entities

in which directors are interested

15.

Resolution under section 186 – approval

for making loans, investments,

guarantees, and security beyond

prescribed limits

*Please put a tick mark () in appropriate column against the resolution(s) indicated above. In case of

member/proxy wishes his/her vote to be used differently, he/she should indicate the number of shares

under the columns ‘For’ and/or ’Against’.

Place:

Date: Signature of Members

----------------Page (43) Break----------------

PET PLASTICS LIMITED ANNUAL REPORT 2024-25

INSTRUCTIONS

1. This Ballot Paper is provided, pursuant to Regulation 4(2) (a) (iii) read with rule 44 of SEBI

(Listing Obligation and Disclosure Requirements) Regulation, 2015 to enable the

shareholder(s) or their proxy(ies) for voting by way of Ballot Paper(s), who does not have

access to e-voting facility and /or who have not voted through e-voting, so that they can also

participate in voting through this physical Ballot Paper.

2. A Member can opt for only one mode of voting i.e. either through e-voting or by Ballot

paper. If a Member cast votes by both modes, then voting done through remote e-voting shall

prevail and voting by Ballot paper shall be treated as invalid.

3. The scrutinizer will collate the votes downloaded from the e-voting system and votes

received through physical ballot paper from member(s) at the venue of AGM for declaring the

result for each of the resolutions forming part of AGM notice of Company.

----------------Page (44) Break----------------

PET PLASTICS LIMITED ANNUAL REPORT 2024-25

ROUTE MAP TO THE ANNUAL GENERAL MEETING

DAY and TIME: Thursday, August 28, 2025 at 02.00 p.m. (IST)

VENUE: at 3rd floor, Panchratna Bldg., Opera House, Mumbai – 400004.

----------------Page (45) Break----------------

PET PLASTICS LIMITED ANNUAL REPORT 2024-25

DIRECTORS’ REPORT

To,

The Members

Pet Plastics Limited

The director’s have pleasure in presenting the 40th Directors Report together with the Audited

Financial Statements for the period ended on March 31, 2025.

RESULT OF OPERATIONS – EXTRACT (standalone):

(Amount in Lakhs)

PARTICULARS 2024-25 2023-24

Revenue from Operations 430.12 795.98

Other Income 53.11 75.53

Total Income 483.23 871.51

Total Expenses 463 853.54

Profit/(Loss) for the year before taxation 20.23 17.97

Tax Expenses 5.70 4.67

Profit /(Loss) after tax 14.53 13.30

Earnings Per Equity Share (Face Value Rs. 10/- Per Share):

Basic 2.91 2.66

Diluted 2.91 2.66

Note: Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with

the current year’s classification / disclosure.

RESULT OF OPERATIONS – EXTRACT (consolidated):

(Amount in Lakhs)

PARTICULARS 2024-25 2023-24

Revenue from Operations 430.12 795.98

Other Income 53.10 75.53

Total Income 483.22 871.51

Total Expenses 466.79 858.51

Profit/(Loss) for the year before taxation 16.43 13.00

Tax Expenses 7.00 3.38

Profit /(Loss) after tax 9.43 9.62

Earnings Per Equity Share (Face Value Rs. 10/- Per Share):

Basic 1.89 1.92

Diluted 1.89 1.92

Note: Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with

the current year’s classification / disclosure.

----------------Page (46) Break----------------

PET PLASTICS LIMITED ANNUAL REPORT 2024-25

PRINCIPAL ACTIVITY:

The principal activity of the Company is Manufacturing & Trading in Plastic. There have been

no significant changes in the nature of the principal activities during the financial year. The

Company is trying to make the optimum use of the resources so available.

BUSINESS REVIEW:

During the Financial Year 2024-25, the total revenue of the Company stood at Rs. 430.12 lakhs,

as compared to Rs. 795.98 lakhs in the previous financial year. Despite the decline in revenue,

the Company has registered a net profit of Rs. 14.53 lakhs during the year under review, as

against a profit of Rs. 13.30 lakhs in the previous year. This improvement in profitability,

notwithstanding the lower turnover, is attributable to efficient utilization of available

resources, strategic cost control measures, and continuous efforts towards operational

optimization. The Company has taken proactive steps to reduce wastages and enhance

production efficiency, resulting in better margins and improved product quality.

There have been no material changes and commitments affecting the financial position of the

Company which have occurred between the end of the financial year 2024-25 and the date of

this Report.

FUTURE DEVELOPMENTS:

The Company's focus is to enhance the existing business operations and makes opportunistic

plans for future growth of the Company. The Company also plans to venture into new

commercial clients and to diversify its business operations into Service Sector as well.

RESERVES:

The company does not propose to carry any amount to the general reserves. However, the

credit balance of Profit of Loss account transferred to Reserves and Surplus.

DIVIDEND:

In order to conserve cash resources for future business plans, the Board of Directors have not

recommended any dividend on equity shares for the year ended on March 31, 2025.

SHARE CAPITAL:

There were no changes in share capital of the Company during the period under review.

PUBLIC DEPOSIT:

Your Company has not accepted any public deposits and as such no amount on account of

principal or interest on public deposit under Section 73 and 74 of the Companies Act, 2013

----------------Page (47) Break----------------

PET PLASTICS LIMITED ANNUAL REPORT 2024-25

read together with the Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on

the date of the Balance Sheet.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANY:

Your company does not have any subsidiary Company and joint ventures. However, the

Company has one associate Company viz., Pet Stock Brokers Limited, wherein the Company

holds 40 % of equity in its paid-up capital.

Further, the report on the performance, financial position and overall contribution to

company’s profitability of the subsidiary, associate company’s and joint ventures and salient

features of the financial statements in the prescribed Form AOC-1 is marked and annexed as

“Annexure A” to this report.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks

to key business objectives. Major risks identified by the businesses and functions are

systematically addressed through mitigating actions on a continuing basis. The company has

been addressing various risks impacting the company and the policy of the company on risk

management is provided elsewhere in this annual report in Management Discussion and

Analysis.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act,

2013, your Directors confirm that:

a. In the preparation of the annual accounts for the financial year ended March 31, 2025 the

applicable accounting standard had been followed along with proper explanation relating to

material departures.

b. The directors had selected such accounting policies and applied them consistently and

made judgments and estimates that were reasonable and prudent 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 the year under review.

c. The directors had taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provision of the Companies Act, 2013 for

safeguarding the assets of the Company and for preventing and detecting fraud and other

irregularities.

d. The directors had prepared the accounts for the financial year ended March 31, 2025 on a

going concern basis.

e. 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.

f. 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.

----------------Page (48) Break----------------

PET PLASTICS LIMITED ANNUAL REPORT 2024-25

BOARD AND BOARD COMMITTEES:

A. Board of Directors:

a. Composition of Board

Your Company has a broad-based Board of Directors with composition of Non-Executive,

Executive and Independent Director in compliance with SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, as well as the Companies Act, 2013. Your

Company also has a woman Director which brings diversity on the Board.

The composition of Board of Directors as on March 31, 2025 is as follow:

Category No. of Directors

Non-Executive-Independent Directors 4

Non-Executive Directors 2

Executive Director 1

b. Number of Board Meetings

During the financial year ended March 31, 2025, Seven (7) meetings of the Board of Directors

were conducted on May 30, 2024; June 19, 2024; August 12, 2024; August 30, 2024; October 22,

2024; February 06, 2025 and March 13, 2025. All the information required to be furnished to

the Board was made available to them along with detailed Agenda notes.

All the Directors have informed the Company periodically about their Directorship and

Membership in the Board/Committees of the Board of other companies. As per disclosure

received, none of the Directors is a director in more than ten (10) Public Limited Companies.

Further, none of the Director acts as a member of more than ten (10) committees or acts as a

chairman of more than five (5) committees across all Public Limited Companies in which they

are Director.

The name and the categories of the directors on the Board, their attendance at the board

Meeting held during the year and then number of directorship and committee

chairmanship/membership held by them in other Companies are given herein below.

----------------Page (49) Break----------------

PET PLASTICS LIMITED ANNUAL REPORT 2024-25

Name of

Director Designation

No. of

held

Attendance in

Meetings

No. of other

Directorships in

other Public

Company*

No. of

Committee

position held in

the Company**

Board AGM Chairman Member Chairman

mbe

Mr. Ritesh

Vijay

Vakil

Managing

Director 1,45,500 7 Yes - 1 - 2

Mrs.

Aruna

Ravilal

Tripathi

Non-

Executive

Director

0 7 Yes - - - 1

Mrs.

Durga

Vasarla

Non-

Executive

Director

0 7 Yes - - - -

Mrs.

Laxmi

Donga

Shrinivas

Non-

Executive

Director

7 Yes - - 1 2

Mr. Vijay

Mukesh

Thakkar

Non-

Executive

Director

3 Yes 2 - 2 1

Ms. Komal

Balasaheb

Bamdale

Non-

Executive

Directors

3 Yes - - - -

Mrs.

Santosh

Shahadeo

Unmegh

Non-

Executive

Director

Yes - - -- -

*Excludes directorship in Pet Plastics Ltd, directorship in private limited companies, foreign

companies, companies incorporated under Section 8 of the Companies Act, 2013 and Alternate

Directorships.

**For the purpose of considering the limit of committee memberships and chairmanships of a

Director, Audit Committee and Stakeholders Relationship Committee of public limited companies

have been considered.

B. Meeting of independent Directors:

A meeting of the Independent Directors was held on August 12, 2024 pursuant to Section

149(8) read with Schedule V to the Companies Act, 2013 and Regulation 25(3) of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015.

----------------Page (50) Break----------------

PET PLASTICS LIMITED ANNUAL REPORT 2024-25

C. Committees of Directors:

With a view to have a more focused attention on business and for better governance with

accountability, the Board has constituted various committees of directors. Some of the

Committees of the Board were reconstituted, renamed and terms of reference were revised to

align with the provisions of Companies Act, 2013 and Listing Regulations, 2015. The terms of

reference of these Committees are determined by the Board and their relevance reviewed from

time to time. The minutes of Committee meetings are tabled at the Board meetings and the

Chairperson of each Committee briefs the members of the Board on the important

deliberations and decisions of the respective Committees.

I. Audit Committee of Directors:

 Composition and Attendance

The Audit Committee of the Company is constituted in line with the provisions of Section 177

of the Companies Act, 2013 read with Regulation 18 of SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015. The Audit Committee comprises of minimum

three directors as members out of which at least two third should be Independent Directors

and all directors shall be financially literate and at least one member shall have accounting or

related financial management expertise. Chairperson of the committee shall be an independent

director.

The Audit Committee met five (5) time, May 30, 2024; June 19, 2024; August 12, 2024; October

22, 2024; and February 06, 2025. The present composition of the Audit Committee &

attendance of the members in the meeting during the year is as follows:

Name Designation Designation No. of Meetings

Held Attended

Mr. Ritesh Vakil

(MD) Executive Member 5 5

Mr. Vijay Mukesh

Thakkar

Non- Executive

Independent

Director

Chairman 2 2

Mr. Timir Shah

Non- Executive

Independent

Director

Chairman 3 3

Mrs. Laxmi Donga Non-Executive, Independent Member 5 5

The Board took note of the resignation of Mr. Timir Shah (DIN: 00185268) from the position of

Independent Director of the Company, with effect from August 30, 2024 and the appointment

of Mr. Vijay Mukesh Thakkar (DIN: 10227101) as an Additional Independent Director of the

----------------Page (51) Break----------------

PET PLASTICS LIMITED ANNUAL REPORT 2024-25

Company, for a term of five (5) consecutive years, with effect from August 30, 2024, subject to

the approval of shareholders at the ensuing Annual General Meeting (AGM).

II. Nomination & Remuneration Committee:

 Composition and Attendance

Pursuant to section 178 of Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015, nomination and remuneration committee

must fulfill below mentioned points:

 The committee shall comprise of at least three directors;

 All directors of the committee shall be non-executive directors;

 At least two third of the directors shall be independent directors.

During the year under review, the Nomination and Remuneration Committee met Two (2)

time in the financial year ended March 31, 2025 on August 30, 2024 and March 13, 2025.

The composition of the Nomination and Remuneration Committee of the Board of Directors

of the Company along with the details of meetings held and attended by the members of the

Committee during the financial year ended March 31, 2025:

Name Designation Designation No. of Meetings

Held Attended

Mrs. Aruna

Tripathi Non-Executive Member 2 2

Mrs. Laxmi

Donga

Non-Executive,

Independent Chairperson 2 2

Mr. Vijay

Mukesh Thakkar

Non- Executive

Independent

Director

Member 1 1

Mr. Timir Shah

Non-Executive

Independent

Director

Member 1 1

The Board took note of the resignation of Mr. Timir Shah (DIN: 00185268) from the position of

Independent Director of the Company, with effect from August 30, 2024 and the appointment

of Mr. Vijay Mukesh Thakkar (DIN: 10227101) as an Additional Independent Director of the

Company, for a term of five (5) consecutive years, with effect from August 30, 2024, subject to

the approval of shareholders at the ensuing Annual General Meeting (AGM).

III. Stakeholders’ Relationship Committee:

 Composition and Attendance

----------------Page (52) Break----------------

PET PLASTICS LIMITED ANNUAL REPORT 2024-25

Pursuant to section 178 (5) of Companies Act, 2013 and Regulation 20 of SEBI (Listing

Obligations and Disclosure Requirements) Regulation, 2015 stakeholders’ relationship

committee must fulfill below mentioned points:

 Chairman of this committee shall be a non-executive director.

The composition of the Stakeholders’ Relationship Committee is in compliance with the

provisions of Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015.

a. The Committee periodically reviews the status of shareholders’ grievances and redressal of

the same. The Committee met Two (2) time in the financial year ended March 31, 2025 on

August 30, 2024 and 13th March, 2025. The necessary quorum was present for all the meetings.

The composition of Stakeholders’ Relationship Committee and attendance of the members

during the year is as given below.

Name Designation Designation No. of Meetings

Held Attended

Mr. Ritesh Vakil Executive Member 2 2

Mrs. Laxmi

Donga

Non-Executive,

Independent Member 2 2

Mr. Vijay

Mukesh Thakkar

Non- Executive

Independent

Director

Chairperson 1 1

Mr. Timir Shah

Non- Executive

Independent

Director

Chairperson 1 1

The Board took note of the resignation of Mr. Timir Shah (DIN: 00185268) from the position of

Independent Director of the Company, with effect from August 30, 2024 and the appointment

of Mr. Vijay Mukesh Thakkar (DIN: 10227101) as an Additional Independent Director of the

Company, for a term of five (5) consecutive years, with effect from August 30, 2024, subject to

the approval of shareholders at the ensuing Annual General Meeting (AGM).

The Company during the year has received no complaints. No complaints are pending as on

the year ended March 31, 2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The list of Directors & Key Managerial Personnel of the Company as on March 31, 2025 is as

follows:

Sr. No Name of the director DIN Designation

1 Mr. Ritesh Vijay Vakil 00153325 Managing Director

----------------Page (53) Break----------------

PET PLASTICS LIMITED ANNUAL REPORT 2024-25

2 Mrs. Aruna Tripathi 00152312 Non-Executive Independent Director

3 Mrs. Vasarla Durga 08593741 Non-Executive Director

4 Mr. Prajesh Pravinbhai Chaudhary BBNPC2704C Chief Financial Officer

5 Mr. Santosh Shahadeo Unmegh* 10985200 Non- Executive Independent Director

6 Mr. Vijay Mukesh Thakkar 10227101 Non- Executive Independent Director

7 Ms. Komal Balasaheb Bamdale 10720069 Professional

8 Ms. Laxmi Donga Shrinivas* 08593758 Non- Executive Independent Director

9 CS Trisha Tahalramani* AWWPR8462M Company Secretary

*Note:

1. Mr. Santosh Shahadeo Unmegh resign from the office with effect from 30th May, 2025.

2. Ms. Laxmi Dongra Shrinivas resign from the office with effect from 23rd April, 2025.

3. Ms. Trish Tahalramani resign from the office with effect from 09th June, 2025.

None of the Directors are disqualified for being appointed as the Director of the Company in

terms of Section 164 of the Companies Act, 2013. The Company has received declarations from

Independent Directors of the Company stating that they have meet criteria of independence

as mentioned under Section 149(6) of the Companies Act, 2013.

In the opinion of the board, the independent directors possess the requisite expertise and

experience and are the person of integrity and repute. They fulfill the Conditions specified in

the Companies Act, 2013 and the rules made thereunder and are independent of the

management.

Further, all the independent directors on the Board of the Company are registered with the

Indian Institute of Corporate Affairs, Manesar, Gurgaon (“IICA”) as notified by the Central

Government under Section 150(1) of the Companies Act, 2013 till the FY 2019-20. The

registration of the same is expired. As per applicable requirement, Independent Directors have

not undergone online proficiency self-assessment test within the time prescribed by the IICA.

During the year under review, there are no changes took place in the composition of the Key

Managerial Personnel of the Company.

CHANGES IN THE COMPOSITION OF THE BOARD OF DIRECTORS:

1. Board Meeting held on August 30, 2024:

 The Board took note of the resignation of Mr. Timir Shah (DIN: 00185268) from the position

of Independent Director of the Company, with effect from August 30, 2024.

----------------Page (54) Break----------------

PET PLASTICS LIMITED ANNUAL REPORT 2024-25

 The Board approved the appointment of Ms. Komal Balasaheb Bamdale (DIN: 10720069) as

an Additional Director (Non-Executive, Non-Independent) of the Company, with effect from

August 30, 2024.

 The Board approved the appointment of Mr. Vijay Mukesh Thakkar (DIN: 10227101) as an

Additional Independent Director of the Company, for a term of five (5) consecutive years, with

effect from August 30, 2024, subject to the approval of shareholders at the ensuing Annual

General Meeting (AGM).

2. Board Meeting held on March 13, 2025:

 The Board approved the appointment of Mr. Santosh Shahadeo Unmegh (DIN: 10985200)

as an Additional Independent Director of the Company, for a term of five (5) consecutive years,

with effect from March 12, 2025, subject to the approval of shareholders at the ensuing Annual

General Meeting.

DIRECTOR RETIRING BY ROTATION:

Pursuant to provisions of section 152 of the Companies Act, 2013 (the “Act”) and in terms of

the Memorandum and Articles of Association of the Company, Mrs. Komal Balasaheb

Bamdale (DIN: 10720069), Non- Executive Director is liable to retire by rotation at the ensuing

AGM and being eligible, has offered herself for re-appointment. The re-appointment is being

placed for your approval at the AGM. The Members of the Company may wish to refer to the

accompanying Notice of the 40th AGM of the Company, for a brief profile of the Director.

PECUNIARY RELATIONSHIP OR TRANSACTIONS WITH NON-EXECUTIVE

DIRECTOR:

During the year, there were no pecuniary relationships or transactions entered into between

the Company and any of its Non-Executive / Independent Directors apart from payment of

sitting fees and / or commission / perquisites as approved by the members. Non-Executive

Directors (“NEDs”) are paid remuneration by way of Sitting Fees or Commission, subject to

the statutory ceiling.

PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing

Regulations), a separate exercise was carried out to evaluate the performance of individual

Directors including the Chairman of the Board who were evaluated on parameters such as

level of engagement and contribution and independence of judgment thereby safeguarding

the interest of the Company. The performance evaluation of the Independent Directors was

carried out by the entire Board. The performance evaluation of the Chairman and the Non-

Independent Directors was carried out by the Independent Directors. The board also carried

out annual performance evaluation of the working of its Audit, Nomination and

----------------Page (55) Break----------------

PET PLASTICS LIMITED ANNUAL REPORT 2024-25

Remuneration as well as Shareholders / Investors Relations and Grievance Committee. The

Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration committee framed

a policy for selection and appointment of Directors, Managerial Personnel and their

remuneration. The remuneration policy, as adopted by the company, envisages payment of

remuneration according to qualification, experience and performance at different levels of the

organization.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL

(KMP) / EMPLOYEES:

Disclosures of the ratio of the remuneration of each director to the median employee’s

remuneration and other details as required pursuant to Section 197(12) of the Companies Act,

2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 is provided as Annexure B.

During the year under review, there are no employees who comes within the purview of

Section 134 (3)(q) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized with their roles, rights and responsibilities in the

company as well as with the nature of industry and business model of the company through

various internal programmes and through presentations on economy & industry overview,

key regulatory developments, strategy and performance which are made to the Directors from

time to time.

AUDITORS:

i. Statutory Auditors:

The Statutory Auditor, M/s. Maheshwari & Co., Chartered Accountants, (ICAI Firm

Registration No. 105834W) was appointed in the Annual General Meeting of the company held

on 30th September, 2022, to hold the office from the Financial Year 2022-23 till the Financial

Year 2026-27.

The Auditor had confirmed to the Company that their appointment is within the prescribed

limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for

appointment within the meaning of Section 141(3)(g) of the said Act.

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

The Auditors’ Report and notes to the financial statements referred in the Auditors Report are

self- explanatory and does not call for any further comments under Section 134 of the

Companies Act, 2013. Further, the Auditors of the Company have not reported any fraud as

specified under Section 143(12) of the Companies Act, 2013. The Auditors’ Report is enclosed

with the financial statements in this Annual Report.

ii. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors

of the Company, has appointed M/s. R. S. Rajpurohit & Co., Practicing Company Secretaries

to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2025.

The Secretarial Audit Report is annexed and detailed in Annexure C to this report herewith.

The qualifications provided in the report are self-explanatory and along with explanation of

Board are as follows.

Comments on qualifications in Secretarial Audit Report:

Comments in Secretarial Audit Report Directors Comment

“Mrs. Aruna Ravilal Tripathi has served

beyond the maximum permissible tenure

of two consecutive terms (10 years) as per

Section 149(10)/(11) of the Companies

Act, 2013 and Regulation 25(2) of SEBI

LODR Regulations.”

“Mrs. Aruna Ravilal Tripathi has served

beyond the maximum permissible tenure of

two consecutive terms (10 years) as per

Section 149(10)/(11) of the Companies Act,

2013 and Regulation 25(2) of SEBI LODR

Regulations.”

Non‑maintenance/up‑dation of

mandatory Structured Digital Database

(SDD) as required under Regulation 3(5)

of SEBI (PIT) Regulations, effective April

1, 2019.

The Company has now implemented a

structured and compliant SDD software with

adequate access controls. Designated

employees have been trained, and logs are

being maintained as per the SEBI PIT

Regulations.

The website disclosures as required under

Regulation 46 of SEBI LODR are

incomplete and outdated, including

mandatory filings and policies.

It was observed that the Investor Relations

section of the Company’s website was not

fully compliant with the mandatory

disclosures prescribed under Regulation 46

of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015.

While majority of the requisite documents

and information were available on the

website, they were placed under incorrect or

non-designated sections, thereby affecting

ease of access for the benefit of investors. The

Company has acknowledged this lapse and

has initiated corrective action by bringing all

necessary information under designated

section. A comprehensive review of the

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

website’s compliance structure is currently

underway, and the Company is in the

process of restructuring and updating its

website to ensure full and proper view at a

single dedicated section in compliance with

the disclosure obligations under the said

Regulation.

SAST Regulation 31(4) annual

encumbrance declaration for FY ended

31 March 2025 was not filed by the

promoter/promoter‑group.

The non-filing of the annual declaration

under Regulation 31(4) by the Promoter

Group was due to an unintentional

oversight. The Company has reminded all

promoters of the annual disclosure

requirements and will ensure timely

compliance going forward.

“Form MGT‑14 not filed within prescribed

30‑day period for multiple

resolutions/events across FYs 2020–21

through 2024–25.

The delay in filing MGT-14 for past

resolutions was due to clerical delays and

non-availability of certain documents. The

Company has filed necessary compounding

applications for such delays and is

strengthening internal systems for timely

filing.

Non‑submission of proficiency self-

assessment certificate by an Independent

Director as mandated under Rule 6(4) of

Companies (Appointment & Qualification

of Directors) Rules, 2014.

The Company acknowledges that, during the

audit period, the certificate confirming

successful completion of the Independent

Director Online Proficiency Self-Assessment

Test as mandated under Rule 6(4) of the

Companies (Appointment and Qualification

of Directors) Rules, 2014, was not submitted

by one of its Independent Directors and

hence could not be produced for verification

during the Secretarial Audit. The delay was

due to unforeseen personal and procedural

constraints on the part of the concerned

Director. The Company has taken

cognizance of the same and is coordinating

with the Director to ensure completion of the

proficiency test and submission of the

certificate in compliance with applicable

regulatory requirements. The Board remains

committed to maintaining the highest

standards of governance and regulatory

compliance in line with the provisions of the

Companies Act, 2013 and SEBI (LODR)

Regulations, 2015.

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

The other comments of the auditor are self-explanatory and the company shall strive it’s best

to comply with the statutory compliance in the future. The management of the company shall

take all necessary steps and actions to do proper and timely compliance. It assures to do timely

compliance in future under various applicable acts & regulations.

iii. Internal Auditor:

Mr. Jimit Gathani, Practicing Chartered Accountant, Mumbai performed the duties of internal

auditors of the company for the Financial Year 2024-25 and their report is reviewed by the

audit committee from time to time.

iv. Cost Auditor:

The Company is not required to appoint cost auditor pursuant to provisions of section 148 of

the Companies Act, 2013 and rules made thereunder.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO:

Conservation of energy and technology absorption information pursuant to section 134(3)(m)

of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not

applicable. The details of Foreign Exchange Earnings and Outgo during the year are as follows:

Foreign Exchange Earnings

Foreign Exchange Outgo

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTOR AND

EMPLOYEES:

The Company had adopted a Whistle Blower Policy (“the Policy”) as required under Section

177(9) of the Companies Act, 2013. The Policy has been formulated with a view to provide a

mechanism for directors and employees of the Company to approach the Chairman of the

Audit Committee of the Company in case of any concern. The Whistle Blower Policy may be

accessed on the Company’s website at the link www.petplasticslimited.com No complaints

were received during the financial year 2024-25.

RELATED PARTY TRANSACTIONS:

There were no materially significant related party transactions with the Company’s Promoters,

Directors, Management or their relatives, which could have had a potential conflict with the

interests of the Company; hence details are not required to be given under AOC-2. The details

of the related party transactions are provided elsewhere in this annual report in the Notes to

Accounts to the Financial Statements. Transactions with related parties entered by the

Company in the normal course of business are periodically placed before the Audit Committee

for its omnibus approval.

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The provisions of Section 186 of the Companies Act, 2013 requiring disclosure in the financial

statements giving particulars of the loans given, investment made or guarantee given or

security provided and the purpose for which the loan or guarantee or security is proposed to

be utilized by the recipient of the loan or guarantee or security, if any are forming part of the

financial statements.

POSTAL BALLOT:

During the year, your Company has not passed any resolution through Postal Ballot.

CORPORATE GOVERNANCE:

Effective Corporate Governance practices constitute the strong foundation on which successful

commercial enterprises are built to last. Our Corporate Governance practices are reflection of

our value system encompassing our culture, policies, and relationships with our stakeholders.

Integrity and transparency are key to our corporate governance practices to ensure that we gain

and retain the trust of our stakeholders at all times. Corporate governance is about maximizing

shareholders value legally, ethically and sustainably.

In terms of Regulation 15 of SEBI Listing Regulation, 2015, compliance relating to Corporate

Governance, is not applicable to your Company as the Paid-Up Share Capital is not exceeding

Rs. 10 Crores and Net Worth not exceeding Rs. 25 crores on the last day of the previous financial

year. Further, the Company has also filed Non-Applicability Certificate of Corporate

Governance under Regulation 27 of (Listing Obligations and Disclosure Requirements)

Regulations, 2015 with the exchange.

ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and

Administration) Rules, 2014, the Annual Return for F.Y. 2024-25 shall be available on

Company’s website at https://petplasticslimited.com/.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial

statements. The Company is following all the applicable Accounting Standards for properly

maintaining the books of accounts and reporting financial statements. The internal auditor of

the Company checks and verifies the internal control and monitors them in accordance with

policy adopted by the Company. The Company continues to ensure proper and adequate

systems and procedures commensurate with its size and nature of its business. During the year,

such controls were tested and no reportable material weakness in the design or operation was

observed.

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

MANAGEMENT DISCUSSION AND ANALSIS REPORT:

Management Discussion and Analysis Report as stipulated under the SEBI Listing Regulations

is presented in a separate section forming part of this Annual Report. It provides details about

the overall industry structure, global and domestic economic scenarios, developments in

business operations/performance of the Company’s various businesses, internal controls and

their adequacy, risk management systems, human resources and other material developments

during the Financial Year 2024-25.

WTD/CEO/CFO CERTIFICATION:

In terms of Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 the certification by the Managing Director and Chief Financial

Officer on the financial statements and Internal Controls relating to financial reporting has been

obtained.

INDIAN ACCOUNTING STANDARDS (IND AS):

The Ministry of Corporate affairs vide its notification dated February 16, 2015 has notified the

Companies (Indian Accounting Standards) Rules, 2015. In pursuance of this notification, the

Company has adopted IND AS and the financial statements for the year ended March 31, 2025

are prepared in accordance to the same.

SECRETARIAL STANDARDS DISCLOSURE:

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to

‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly

followed by the Company.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of Seven years.

Therefore, there were no funds which were required to be transferred to investor Education

and Protection Fund (IEPF).

GENERAL:

Your director’s state that no disclosure or reporting is required in respect of the following items

as there were no transactions on these items during the year under review.

a. Issue of equity shares with differential right as to dividend, voting or otherwise.

b. Issue of Shares (Including sweat equity shares) to employees of the Company under any

scheme save and except ESOS referred to in this Report.

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

c. Neither the Managing Director nor the Whole-time Director of the Company receives any

remuneration or commission.

d. No significant or material order was passed by the regulators or courts or tribunals which

impact the going concern status and the Company’s operation in future.

e. There were no material changes and commitments affecting the financial position of the

Company between end of the financial year and the date of this report. It is hereby confirmed

that there has been no other change in the nature of business of the Company.

f. The Company has zero tolerance for sexual harassment at the workplace. During the year

under review, the Company is neither required to adopt policy for prevention of Sexual

Harassment of Women at Workplace nor to constitute Internal Complaints Committee under

the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,

2013.

g. The provisions of Corporate Social Responsibility (CSR) are not applicable to your company.

h. The Company has not raised funds through preferential allotment or qualified institutional

placement.

i. During the year under review, the Company has not made any application under Insolvency

and Bankruptcy Code, 2016 and there is no proceeding pending under the said Code as at the

end of the financial year.

j. During the year, the Company has not undergone any one-time settlement and therefore the

disclosure in this regard is not applicable.

ACKNOWLEDGEMENT:

The Board of Directors of your Company wishes to express gratitude for the cooperation,

guidance and support received from the Ministry of Finance, various other Ministries and

Departments of the Government of India, Securities and Exchange Board of India, the Reserve

Bank of India, other regulatory bodies and State Governments. The Board of Directors also

acknowledges the continue cooperation received from all overseas correspondent banks and

other members of the banking fraternity. The Board of Directors would like to sincerely thank

Banks, Financial Institutions and other investors and shareholders for their continued support.

The Directors of your Company place on record their appreciation of the dedicated and sincere

service rendered by the officers and staff at all levels.

By Order of the Board

For Pet Plastics Ltd

Sd/-

Mr. Ritesh Vijay Vakil

Managing Director

(DIN: 00153325)

Dated: 02/08/2025

Place: Mumbai

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

ANNEXURE A

AOC-1

Statement containing salient features of the financial statement of Subsidiaries or

Associate Companies or Joint Ventures

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of

Companies of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Part A: Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in INR)

As on March 31, 2025 Company had no Subsidiary hence the disclosure in respect of the

table below is not provided.

1. Name of the subsidiary: - NA

2. The date since when subsidiary was acquired: - NA

3. Reporting period for the subsidiary concerned, if different from the holding company’s

reporting period: - NA

4. Reporting currency and Exchange rate as on the last date of the relevant financial year in

the case of foreign subsidiaries: - NA

5. Share capital: - NA

6. Reserves and surplus: - NA

7. Total assets: - NA

8. Total Liabilities: - NA

9. Investments: - NA

10. Turnover: - NA

11. Profit before taxation: - NA

12. Provision for taxation: - NA

13. Profit after taxation: - NA

14. Proposed Dividend: - NA

15. Extent of shareholding (in percentage): -NA Notes:

1. Name of subsidiaries which are yet to commence operations:

As on March 31, 2025 Company has no such subsidiary entity, whose operations have not

commenced yet.

2. Names of subsidiaries which have been liquidated or sold during the year. NIL

Part B Associates and Joint Ventures

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate

Companies and Joint Ventures.

Sr. No Name of Associates or Joint Venture Pet Stock Brokers Limited

1 Latest audited Balance Sheet Date 31st March, 2025

2 Date on which the Associate or Joint Venture was associated or acquired 01st July, 2022

3 Shares of Associate or Joint Ventures held by the company on the year end

No. 15,26,513 units (38.99%)

Amount of Investment in Associates or Joint Venture Rs. 1,52,65,130

Extent of Holding (in percentage) 38.99%

4 Description of how there is significant influence

Pet Plastics Ltd holds

38.99% Equity Shares of Pet

Stock Brokers Limited

5 Reason why the associate/joint venture is not consolidated N.A.

6 Net worth attributable to shareholding as per latest audited Balance Sheet 3,51,14,561.49

7 Profit or (Loss) for the year

i. Considered in Consolidation – Loss 3,80,000

ii. Not Considered in Consolidation 4,96,664

By Order of the Board

For Pet Plastics Ltd

Sd/-

Mr. Ritesh Vijay Vakil

Managing Director

(DIN: 00153325)

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

Dated: 02/08/2025

Place: Mumbai

ANNEXURE B

Disclosures as required under Section 197(12) of the Companies Act, 2013 read with Rule

5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014.

1) the ratio of the remuneration of each

director to the median remuneration of the

employees of the company

Not applicable as Remuneration is not

paid during the financial year

Name Designation

Ratio of

Remuneration of

each Director /

Employee to be the

median

remuneration

Remuneration

Not applicable as Remuneration is not paid during the financial year

2) the percentage increase in remuneration

of Directors & KMPs in the financial year NA as no remuneration is paid to directors

3) percentage increase in the median

remuneration of employees in the

financial year

NA. There has been no increment in the

remuneration of employees

4) Number of permanent employees on

the rolls of Company as at March 31, 2025 7

5) Average increase already made in the

salaries of employees other than the

managerial personnel in the last financial

year and its comparison with percentile

increase in the managerial remuneration

& justification thereof and point out if

there are any exceptional circumstances

for increase in managerial remuneration

The Company has not paid any

remuneration. So, there can be no

comparison with percentile increase in the

managerial remuneration.

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

6) The key parameters for any variable

component of remuneration availed by

the Directors

7) There are no employees of the Company who receive remuneration in excess of the

highest paid Director of the Company.

8) Affirmation that the remuneration is as

per the remuneration policy of the

Company

Pursuant to Rule 5(1)(xii) of the

Companies (Appointment and

Remuneration of Managerial Personnel)

Rules, 2014, it is affirmed that the

remuneration paid to the Directors, Key

Managerial Personnel and senior

management is as per the Remuneration

decided by Nomination and

Remuneration Committee of your

Company.

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

ANNEXURE-C

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

For the Financial Year ended 31st March, 2025

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies

(Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

Pet Plastics Limited

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the

adherence to good corporate practices by Pet Plastics Limited (hereinafter called the Company).

Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the

corporate conducts / statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and

other records maintained by the company and also the information provided by the company, its

officers, agents and authorised representatives during the conduct of secretarial audit and as per the

explanations given to us and the representations made by the Management, I hereby report that in our

opinion, the Company has, during the audit period covering the financial year ended on 31st March

2025 generally complied with the statutory provisions listed hereunder and also that the Company has

proper Board processes and compliance mechanism in place to the extent, in the manner and subject

to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records

maintained by the Company for the financial year ended on 31st March 2025 according to the provisions

of:

I. The Companies Act, 2013 (the Act) and the rules made there under to the extent

applicable;

II. The Securities Contracts (Regulation) Act, 1956 (“SCRA”) and the Rules made

thereunder;

III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

IV. Foreign Exchange Management Act, 1999 and the Rules and Regulations made

thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and

External Commercial Borrowings;

V. The following Regulations and Guidelines prescribed under the Securities and Exchange

Board of India Act, 1992 (“SEBI Act”) to the extent applicable to the Company: -

a. The Securities and Exchange Board of India (Substantial Acquisition of

Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 2015;

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2018;

d. The Securities and Exchange Board of India (Registrars to an Issue and Share

Transfer Agents) Regulations, 1993;

e. The Company has complied with the requirements under the Equity Listing

Agreements entered into with BSE Limited.

VI. The Management has identified and confirmed the applicable Acts, Laws and

Regulations specifically applicable to the Company.

I have also examined compliances with the applicable clauses of the following:

a) Secretarial Standards 1 and 2 issued by the Institute of Company Secretaries of

India.

b) The Securities and Exchange Board of India (Listing Obligation and Disclosure

Requirements) Regulations, 2015 (with effect from 01st December, 2015);

Extract of Secretarial Audit Report – Qualifications/Observations:

During the year under review, the Secretarial Auditor has observed the following qualifications and

non-compliances under the applicable provisions of the Companies Act, 2013 (“the Act”), SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”), SEBI (Substantial

Acquisition of Shares and Takeovers) Regulations, 2011 (“SEBI SAST”), and SEBI (Prohibition of

Insider Trading) Regulations, 2015 (“SEBI PIT”):

1. NON-FILING OF ANNUAL ENCUMBRANCE DISCLOSURE:

The Promoter/Promoter Group failed to submit the annual declaration regarding encumbrances

under Regulation 31(4) of SEI SAST Regulations for the financial year ended March 31, 2025.

2. INCOMPLETE WEBSITE DISCLOSURES:

The Company’s website was not fully updated in accordance with the disclosure requirements

under Regulation 46 of SEBI LODR, particularly concerning certain mandatory policies and

historical filings however the new management is in process to update.

3. NON-MAINTENANCE OF STRUCTURED DIGITAL DATABASE (SDD):

The Company failed to properly maintain and update the Structured Digital Database (SDD) as

required under Regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015.

4. DELAYED FILING OF FORM MGT-14:

Form MGT-14 was not filed within the prescribed 30-day period for several resolutions passed

across financial years 2020–21 to 2024–25, in violation of Section 117 of the Companies Act,

2013.

5. DUPLICATE SUBMISSION OF SHAREHOLDING PATTERN:

The Company submitted the shareholding pattern twice for the quarter ended December 31, 2024

(Q3), to rectify minor clerical discrepancies in the promoter group shareholding details.

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

I have also examined compliance with the applicable clauses of the following:

1. Secretarial Standards issued by the Institute of Company Secretaries of India

2. The Listing Agreements entered into by the Company with BSE Limited

During the period under review the Company has complied with the provisions of the Act, Rules,

Regulations, Guidelines, Standards, etc. mentioned above subject to the observations noted against

each legislation.

I FURTHER REPORT THAT:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,

Non- Executive Directors and Independent Directors. The term of one Independent Director, Mrs.

Aruna Ravilal Tripathi, has exceeded the prescribed limit; therefore, the Company is having him resign

from his position to ensure alignment with regulatory requirements, while taking all necessary steps

to maintain governance standards.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on

agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further

information and clarifications on the agenda items before the meeting and for meaningful participation

at the meeting.

I further report that there are adequate systems and processes in the Company commensurate with the

size and operations of the Company to monitor and ensure compliance with applicable laws, rules,

regulations, and guidelines.

For R S Rajpurohit & Co.,

Practicing Company Secretary

CS Rajvirendra Singh Rajpurohit

Proprietor

M.No.11346

PCS No.15891

UDIN: F011346G000896230

Place: Mumbai

Date: 02/08/2025

Note: This report is to be read with my letter of even date which is annexed as “Annexure-A” herewith

and forms as integral part of this report

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

‘ANNEXURE A’

To,

The Members,

Pet Plastics Limited

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our

responsibility is to express an opinion on these Secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable

assurance about the correctness of the contents of the Secretarial records. The verification was

done on test basis to ensure that correct facts are reflected in Secretarial records. I believe that

the processes and practices we followed, provide a reasonable basis for our opinion.

3. I have not verified the correctness, appropriateness of financial records and books of accounts

of the Company.

4. Wherever required, I have obtained the Management representation about the Compliance of

laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations,

standards is the responsibility of the management. Our examination was limited to the

verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company

nor of the Company or of the efficacy or effectiveness with which the management has

conducted the affairs of the Company.

For R S Rajpurohit & Co.,

Practicing Company Secretary

CS Rajvirendra Singh Rajpurohit

SD/-

Proprietor

M.No.11346

PCS No.15891

UDIN: F011346G000896230

Place: Mumbai

Date: 02/08/2025

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

MACROECONOMIC OVERVIEW

The baseline forecast is for the world economy to continue growing at 3.2 percent during 2024

and 2025, at the same pace as in 2023. A slight acceleration for advanced economies—where

growth is expected to rise from 1.6 percent in 2023 to 1.7 percent in 2024 and 1.8 percent in

2025—will be offset by a modest slowdown in emerging market and developing economies

from 4.3 percent in 2023 to 4.2 percent in both 2024 and 2025. The forecast for global growth

five years from now—at 3.1 percent—is at its lowest in decades. Global inflation is forecast to

decline steadily, from 6.8 percent in 2023 to 5.9 percent in 2024 and 4.5 percent in 2025, with

advanced economies returning to their inflation targets sooner than emerging market and

developing economies.

Core inflation is generally projected to decline more gradually. The global economy has been

surprisingly resilient, despite significant central bank interest rate hikes to restore price

stability. India’s economy has been notably resilient amidst the past year’s global inflation and

supply chain constraints, boasting an impressive growth rate of 7.8% in the 2023–24 fiscal year

(FY) and exceeding the average G20 rate of 3.4%. Strong growth in the manufacturing sector,

higher-than-expected agricultural output, and robust government spending have made India

the world’s fastest-growing major economy.

However, according to the OECD’s latest figures, India’s economic growth is projected to slow

to 6.6% in FY 2024– 25, as global demand weakens and a tighter monetary policy takes shape

to manage global inflationary pressures. With inflation and monetary policy expected to ease

in the second half of 2024, the Paris-based think tank forecasts that India’s growth rate will

remain at 6.6% in FY 2025–26. Although these figures are above the G20 average of 3.1% in

both 2024 and 2025, they fall short of the Indian government’s target of 7% to 7.5% by 2030.

A. INDUSTRY STRUCTURE AND DEVELOPMENT:

The company is engaged in Single Segment i.e. Manufacturing & Trading of Plastic Goods.

The Indian plastics industry made a significant progress and the industry is growing and

diversifying rapidly. In the current year, the global economy continued to witness slow

growth. Further, there were far reaching structural reforms implemented in the Indian

economy in the last many months starting from November 2016. The most significant reform

was introduction of Goods and Service Tax w.e.f 1.7.2017. This single measure has integrated

the Country’s economy. Overall, the incidence of indirect tax has come down on most of the

products by this measure of merging several indirect taxes and cess charged on the products

in different States prior to July 2017.

B. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO

OPERATIONAL PERFORMANCE:

This aspect is dealt with in detail in the Directors’ Report.

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

C. OUTLOOK:

The several initiatives taken by Government to boost rural income and infrastructure are

fructifying to boost business in several segments which are catered by the Company. Further,

the effect of Demonetization, GST and RERA looks to have settled down to a large extent. The

economy is moving to formal sector slowly. This augurs well to boost the economic activity in

the Country. The initial forecast for Monsoon this year is also normal. The Company, therefore,

expects business conditions to be favorable in the year to boost the demand for its products.

D. HUMAN RESOURCES POLICIES:

Human Resource development is essential for building a skilled and motivated workforce

capable of driving innovation, achieving performance excellence, and sustaining competitive

advantage in the long term. People are our key pillars of strength. Human Capital is the core

strength in achieving the sustainable growth path charted by our strategic apex as it plays an

important role in developing, reinforcing, and enhancing the culture of an organization. Our

Company believes that its employees are one of the most important stakeholders. As on March

31, 2025, it had a total head count of 6 employees. The Directors wish to place on record their

appreciation and acknowledgment for the efforts and dedication and contributions made by

employees at all levels during the year under review. Our Company is focused on building

and developing enduring capabilities for a future-ready workforce. For the same it aims to

attract as well as develop, motivate and retain diverse talent in the highly competitive market

that is critical for its continued success. Our Company has people-friendly policies and

practices aligned with business strategy that provides its employees an opportunity to learn

grow and take their career forward. All employees, from a new joiner to a tenured one, are

provided tailored learning opportunities as per their role, level, and specific focus area.

Employees are equally treated and provided opportunities irrespective of gender, marital

status, religion, race/caste, colour, age, ancestry, nationality, language, ethnic origin,

socioeconomic status, physical appearance, disability, sexual orientation, gender and

expression.

E. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

An internal control system encompasses policies, procedures and processes designed to

safeguard assets, ensure accurate financial reporting and comply with regulations. Its

adequacy is determined by its ability to effectively mitigate risks, prevent fraud and support

operational efficiency. Regular evaluation, feedback from audits and alignment with

organizational goals are crucial for maintaining and improving the effectiveness of internal

controls over time.

The internal control is designed to ensure that the financial and other records of the company

are reliable for preparing financial statements and other data, and for maintaining

accountability of assets. Needless to mention, that ensuring maintenance of proper accounting

records, safeguarding assets against loss and misappropriation, compliance of applicable laws,

rules and regulations and providing reasonable assurance against fraud and errors will

continue to remain central point of the entire control systems.

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

F. OPPORTUNITIES, RISKS, CONCERNS AND THREATS:

SWOT Analysis:

Strengths Weaknesses

Active sectorial support by the Indian

government Availability of raw material;

relatively lower costs and reduced supply

lead time Availability of low cost and skilled

manpower which in may reduce the cost of

production \ Growing population and high

disposable incomes

Rising competition

Inflexible labour laws

Technological obsolescence

Opportunities Threats

Growing economy and domestic market

Higher investments and FDI opportunities

‘Make in India’ initiatives by the Government

of India Continuous innovation and

technology Advancements

Emergence of international brands

Outbreak of pandemic like COVID-19,

affecting the operations international

labour and environmental laws

Geographical disadvantages

It is a fact that many developments in Indian economy are triggered by globalization as one

world markets are under cut-throat competition. The prime opportunity lies in meeting

customer’s raised expectation in terms of high quality with value added products, prompt

response, timely delivery, proper services and performance and the same opportunities were

regularly grabbed by your company since its inception.

Your company strives to maintain pace with the fast development in the Indian economy,

tremendous competition and latest in technology and know-how with its limited resources.

The threats, which the minerals industry foresees, are slow down of Indian economy, myths

and misconceptions about minerals and its impact on environment and competition from the

global market. However, India has enough mineral resources with good quality accepted in

international market, which is expected to fetch sizable foreign exchange in time ahead.

Your company will try to start its activity with value addition products gradually to make its

share in global market and expecting growth in the times ahead.

Due to rapid changes in the technologies, business dimensions and complexities, regulatory

changes and environmental concerns, competitions from global players, fluctuation of price

and technological obsolescence and various types of risks have emerged. All such risks cannot

be eradicated completely however can be controlled, mitigated and managed within the

Company in order to balance risk and reward. Risk management is an important part of the

Company’s business strategy, and it is smoothly incorporated into all of the Company’s

activities. The aim of the Company’s framework is to optimize the risk-return equation while

also ensuring strict adherence to all current and upcoming laws, rules, and regulations that

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

apply to all of the Company’s business activities. Thus, managing risks is not a one-time

activity; it’s an ongoing process. The Company strives to cultivate a strong and disciplined

risk management culture across all of its business operations and at all levels of the

organization.

G. CAUTIONARY STATEMENT:

Certain statements made in the Management Discussion and Analysis Report relating to the

Company’s objectives, projections, outlook, expectations, estimates and others may constitute

‘forward looking statements’, within the meaning of applicable laws and regulations. Actual

results may differ from such expectations, whether expressed or implied. Several factors could

make a significant difference to the Company’s operations. These include climatic and

economic conditions affecting demand and supply, government regulations and taxation, any

epidemic or pandemic, natural calamities over which the Company may not have any

direct/indirect control.

The management of the Company has used estimates and judgments relating to the financial

statements on a prudent and reasonable basis, in order that the financial statements reflect a

true and fair manner, the state of affairs and profit / loss for the year. The narrative on our

financial condition and result of operations should be read together with the notes to the

financial statements included in the annual report. Important factors that could make a

difference to the Company’s operations include changes in Government regulations and tax

regime, economic developments within India and abroad, financial markets, etc.

H. KEY FINANCIAL RATIOS:

The same is provided under Financial Statements and forms part of this Annual Report.

By Order of the Board

For Pet Plastics Ltd

Sd/-

Mr. Ritesh Vijay Vakil

Managing Director

(DIN: 00153325)

Dated: 02/08/2025

Place: Mumbai

----------------Page (74) Break----------------

PET PLASTICS LIMITED ANNUAL REPORT 2024-25

DECLARATION REGARDING CODE OF CONDUCT

I, Mr. Ritesh Vijay Vakil, Managing Director of the Company, hereby declare that all the

members of the Board of Directors and the Senior Management personnel have affirmed

compliance with the Code of Conduct of Board of Directors and Senior Management

Personnel, applicable to them as laid down by the Board of Directors in terms of Regulation

26(3) of the SEBI Listing Regulations for the year ended March 31, 2025.

By Order of the Board

For Pet Plastics Ltd

Sd/-

Mr. Ritesh Vijay Vakil

Managing Director

(DIN: 00153325)

Dated: 02/08/2025

Place: Mumbai

----------------Page (75) Break----------------

PET PLASTICS LIMITED ANNUAL REPORT 2024-25

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015)

To,

The Members of

Pet Plastics Limited,

3rd Floor, Panchratna Bldg., Opera House,

Mumbai, Maharashtra, India – 400004

I have examined the relevant registers, records, forms, returns and disclosures received from

the Directors of Pet Plastics Limited having CIN L25200MH1985PLC037217 and having at 3rd

Floor, Panchratna Bldg., Opera House, Mumbai, Maharashtra, India – 400004 (hereinafter

referred to as ‘the Company’), produced before me by the Company for the purpose of issuing

this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause

10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015.

In my opinion and to the best of my/our information and according to the verifications

(including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as

considered necessary and explanations furnished to me / us by the Company & its officers, I

hereby certify that none of the Directors on the Board of the Company as stated below for the

Financial Year ending on 31st March, 2025 have been debarred or disqualified from being

appointed or continuing as Directors of companies by the Securities and Exchange Board of

India, Ministry of Corporate Affairs, or any such other Statutory Authority.

Sr. No DIN/PAN Name Designation Date of Appointment

1 00152312 Mrs. Aruna Tripathi Non-Executive Director 20/05/2000

2 08593741 Mrs. Vasarla Durga Non-Executive Director 12/11/2019

3 00153325 Mr. Ritesh Vijay Vakil Managing Director 09/10/2018

4 10985200 Mr. Santosh Shahadeo Unmegh Non- Executive Independent Director 13/03/2025

5 10227101 Mr. Vijay Mukesh Thakkar Non- Executive Independent Director 30/08/2024

6 10720069 Ms. Komal Balasaheb Bamdale Professional 30/08/2024

7 08593758 Laxmi Donga Shrinivas Non- Executive Independent Director 12/12/2020

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PET PLASTICS LIMITED ANNUAL REPORT 2024-25

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is

the responsibility of the management of the Company. Our responsibility is to express an

opinion on these based on our verification. This certificate is neither an assurance as to the

future viability of the Company nor of the efficiency or effectiveness with which the

management has conducted the affairs of the Company.

By Order of the Board

For Pet Plastics Ltd

Sd/-

Mr. Ritesh Vijay Vakil

Managing Director

(DIN: 00153325)

Dated: 02/08/2025

Place: Mumbai

----------------Page (77) Break----------------

PET PLASTICS LIMITED ANNUAL REPORT 2024-25

WTD/CEO/CFO CERTIFICATION

To,

The Board of Directors,

PET PLASTICS LIMITED

Dear Sir’s,

A. We have reviewed financial statements and the cash flow statement for the year and that to

the best of our knowledge and belief:

1) These statements do not contain any materially untrue statement or omit any material fact

or contain statements that might be misleading;

2) These statements together present a true and fair view of the listed entity’s affairs and are

in compliance with existing accounting standards, applicable laws and regulations.

B. There are, to the best of our knowledge and belief, no transactions entered into by the listed

entity during the year which are fraudulent, illegal or violate the listed entity’s code of

conduct.

C. We accept responsibility for establishing and maintaining internal controls for financial

reporting and that they have evaluated the effectiveness of internal control systems of the

listed entity pertaining to financial reporting and they have disclosed to the auditors and the

audit committee, deficiencies in the design or operation of such internal controls, if any, of

which they are aware and the steps they have taken or propose to take to rectify these

deficiencies.

D. We have indicated to the auditors and the Audit committee;

 significant changes in internal control over financial reporting during the year;

 significant changes in accounting policies during the year and that the same have been

disclosed in the notes to the financial statements; and

 instances of significant fraud of which they have become aware and the involvement

therein, if any, of the management or an employee having a significant role in the listed entity’s

internal control system over financial reporting.

By Order of the Board

For Pet Plastics Ltd

Sd/-

Mr. Ritesh Vijay Vakil Prajesh Chaudhary

Managing Director Chief Financial Officer

(DIN: 00153325) (PAN: BBNPC2704C)

Dated: 02/08/2025

Place: Mumbai

----------------Page (78) Break----------------

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF PET PLASTICS LIMITED

Report on the Audit of Standalone financial statements

Opinion

We have audited the accompanying standalone financial statements of PET PLASTICS

LIMITED (CIN: L25200MH1985PLC037217) (“the Company”), which comprise the balance

sheet as at March 31, 2025, the statement of profit and loss (including Other Comprehensive

Income), the statement of changes in equity and the statement of cash flows for the year then

ended and notes to the standalone financial statements, including material accounting policies

and other explanatory information (hereinafter referred to as the “standalone financial

statements”).

In our opinion and to the best of our information and according to the explanations given to

us, the aforesaid standalone financial statements give the information required by the

Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in

conformity with the Indian Accounting Standards prescribed under section 133 of the Act

read with the Companies (Indian Accounting Standards) Rules,2015, as amended, (“Ind AS”)

and other accounting principles generally accepted in India, of the state of affairs of the

Company as at March 31, 2025 and its profit, other comprehensive income, changes in equity

and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under

section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are

further described in the Auditor’s Responsibilities for the Audit of the standalone financial

statements section of our report. We are independent of the Company in accordance with the

Code of Ethics issued by the Institute of Chartered Accountants of India(“ICAI”) together

with the ethical requirements that are relevant to our audit of the standalone financial

statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and

we have fulfilled our other ethical responsibilities in accordance with these requirements and

the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most

significance in our audit of the standalone financial statements of the current period. These

matters were addressed in the context of our audit of the standalone financial statements as

a whole, and in forming our opinion thereon, and we do not provide a separate opinion on

these matters. Based on the circumstances and facts of the audit and entity, there aren’t key

audit matters to be communicated in our report.

Emphasis of Matter

We draw attention to Note 31(i) to the accompanying financial results, which describe that

Balance in the account of Cash & Cash Equivalent, Trade Receivable, Loan & Advances and

Trade Payable are subject to confirmation/reconciliation. If any, the management does not

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expect any material adjustments in respect of the same effecting the Financial Statement on

such reconciliation/adjustment.

We draw attention to Note 31(ii) to the accompanying standalone financial statement, which

describe that Statutory Compliance with respect to GST and TDS is subject to reconciliation

We draw attention to Note 31(iii) to the accompanying financial results, which describe that

Sales amounting to Rs. 366.97 lakhs and Purchase amounting to Rs. 449.67 lakhs are related

to merchant trading.

Our opinion is not modified in respect of this matter.

Other Information

The Company’s Management and Board of Directors are responsible for the other

information. The other information comprises the information included in the Company’s

Annual Report, but does not include the standalone financial statements and auditor’s report

thereon.

Our opinion on the standalone financial statements does not cover the other information and

we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to

read the other information and, in doing so, consider whether the other information is

materially inconsistent with the standalone financial statements, or our knowledge obtained

during the course of our audit or otherwise appears to be materially misstated. If, based on

the work we have performed, we conclude that there is a material misstatement of this other

information; we are required to report that fact. We have nothing to report in this regard.

Managements and Board of Directors’ Responsibilities for the Standalone financial

statements

The Company’s Management and Board of Directors are responsible for the matters stated

in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of

these standalone financial statements that give a true and fair view of the financial position,

financial performance, and cash flows of the Company in accordance with the accounting

principles generally accepted in India, including the accounting standards specified under

section 133 of the Act. This responsibility also includes maintenance of adequate accounting

records in accordance with the provisions of the Act for safeguarding of the assets of the

Company and for preventing and detecting frauds and other irregularities; selection and

application of appropriate implementation and maintenance of accounting policies; making

judgments and estimates that are reasonable and prudent; and design, implementation and

maintenance of adequate internal financial controls, that were operating effectively for

ensuring the accuracy and completeness of the accounting records, relevant to the

preparation and presentation of the financial statement that give a true and fair view and are

free from material misstatement, whether due to fraud or error.

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In preparing the standalone financial statements, management is responsible for assessing

the Company’s ability to continue as a going concern, disclosing, as applicable, matters

related to going concern and using the going concern basis of accounting unless management

either intends to liquidate the Company or to cease operations, or has no realistic alternative

but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting

process.

Auditor’s Responsibilities for the Audit of the standalone financial statements

Our objectives are to obtain reasonable assurance about whether the standalone financial

statements as a whole are free from material misstatement, whether due to fraud or error,

and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high

level of assurance but is not a guarantee that an audit conducted in accordance with SAs will

always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or

in aggregate, they could reasonably be expected to influence the economic decisions of users

taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain

professional skepticism throughout the audit. We also:

 Identify and assess the risks of material misstatement of the standalone financial

statements, whether due to fraud or error, design and perform audit procedures responsive

to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis

for our opinion. The risk of not detecting a material misstatement resulting from fraud is

higher than for one resulting from error, as fraud may involve collusion, forgery, intentional

omissions, misrepresentations, or the override of internal control.

 Obtain an understanding of internal financial controls relevant to the audit in order to

design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of

the Act, we are also responsible for expressing our opinion on whether the Company has an

adequate internal financial controls system in place and the operating effectiveness of such

controls.

 Evaluate the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by management.

 Conclude on the appropriateness of Management’s and Board of Directors use of the going

concern basis of accounting and, based on the audit evidence obtained, whether a material

uncertainty exists related to events or conditions that may cast significant doubt on the

Company’s ability to continue as a going concern. If we conclude that a material uncertainty

exists, we are required to draw attention in our auditor’s report to the related disclosures in

the standalone financial statements or, if such disclosures are inadequate, to modify our

opinion. Our conclusions are based on the audit evidence obtained up to the date of our

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auditor’s report. However, future events or conditions may cause the Company to cease to

continue as a going concern.

 Evaluate the overall presentation, structure and content of the standalone financial

statements, including the disclosures, and whether the standalone financial statements

represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the

planned scope and timing of the audit and significant audit findings, including any

significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied

with relevant ethical requirements regarding independence, and to communicate with them

all relationships and other matters that may reasonably be thought to bear on our

independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those

matters that were of most significance in the audit of the standalone financial statements of

the current period and are therefore the key audit matters. We describe these matters in our

auditor’s report unless law or regulation precludes public disclosure about the matter or

when, in extremely rare circumstances, we determine that a matter should not be

communicated in our report because the adverse consequences of doing so would reasonably

be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the

Central Government of India in terms of Section 143(11) of the Act, we give in the “Annexure

A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent

applicable.

2A. As required by Section 143(3) of the Act, based on our audit report we report that:

a) We have sought and, obtained all the information and explanations which to the best of

our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion, proper books of account as required by law have been kept by the

Company so far as it appears from our examination of those books except for the matters

stated in the paragraph 2(B)(f) below on reporting under Rule 11(g) of the Companies (Audit

and Auditors) Rules, 2014.

c) The balance sheet, the statement of profit and loss (including other comprehensive

income), the statement of cash flow and statement of changes in equity dealt with by this

Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Indian

Accounting Standards specified under Section 133 of the Act, read with relevant rules issued

thereunder.

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----------------Page (82) Break----------------

e) On the basis of written representations received from the directors as on March 31, 2025

taken on record by the Board of Directors, none of the directors is disqualified as on March

31, 2025, from being appointed as a director in terms of Section 164(2) of the Act.

f) The reservation relating to the Maintenance of accounts and other matters connected there

with are as stated in the paragraph 2(A) (b) above on reporting under section 143(3)(b) and

paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors)

Rules ,2014.

g) With respect to the adequacy of the internal financial controls over financial reporting of

the Company and the operating effectiveness of such controls, refer to our separate Report

in “Annexure B”; and

B. With respect to the other matters to be included in the Auditor’s Report in accordance

with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 as amended, in our opinion

and to the best of our information and according to the explanations given to us:

a) The Company does not have any pending litigation which would impact its financial

position in its Standalone financial statements.

b) The Company did not have any long-term contracts including derivative contracts for

which there were any material foreseeable losses under the applicable law or accounting

standards.

c) There has been no delay in transferring amounts, required to be transferred, to the Investor

Education and Protection Fund by the Company, if any; and

d) (i) The Management has represented that, to the best of its knowledge and belief, no funds

(which are material either individually or in the aggregate) have been advanced or loaned or

invested (either from borrowed funds or share premium or any other sources or kind of

funds) by the Company to or in any other person or entity, including foreign entity

(“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that

the Intermediary shall, whether, 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 provide any guarantee, security or the like on behalf of the Ultimate

Beneficiaries;

(ii)The Management has represented, that, to the best of its knowledge and belief, no funds

(which are material either individually or in the aggregate) have been received by the

Company from any person or entity, including foreign entity (“Funding Parties”), with the

understanding, whether recorded in writing or otherwise, that the Company shall, whether,

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 provide any

guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(iii) Based on the audit procedures that have been considered reasonable and appropriate in

the circumstances, nothing has come to our notice that has caused us to believe that the

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representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (i) and (ii)

above, contain any material misstatement.

e) The Company has not paid, proposed or declared any dividend during the year and until

the date of report, Hence, Compliance in accordance with section 123 of the Act is not

applicable.

f) Based on our examination, which included test checks, the Company has used accounting

software systems for maintaining its books of account for the financial year ended March 31,

2025 which have the feature of recording audit trail (edit log) facility and the same has

operated throughout the year for all relevant transactions recorded in the software systems.

Further, during the course of our audit we did not come across any instance of the audit trail

feature being tampered with and the audit trail has been preserved by the Company as per

the statutory requirements for record retention.

C. With respect to the matter to be included in the Auditor’s Report under Section 197(16) of

the Act:

In our opinion and according to the information and explanations given to us, no

remuneration has been paid by the Company to its Directors during the current year and the

company is in accordance with the provisions of Section 197 of the Act.

For Maheshwari & Co.

Chartered Accountants

Firm’s Registration No.105834W

Vikas Asawa

Partner

Place: Mumbai Membership No. 172133

Date: May 30, 2025 UDIN:25172133BMIADI4096

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ANNEXURE ‘A’ TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 1 under the heading ‘Report on Other Legal and Regulatory

Requirements’ of our report of even date)

i. a) (A)The Company has maintained proper records showing full particulars, including

quantitative details

and situation of Property, Plant and Equipment and relevant details of right-of-use assets.

(B) The Company has maintained proper records showing full particulars of intangible

assets.

b) The Property, Plant and Equipment have been physically verified by the management in

accordance with a phased programme of verification, in accordance with this programme

certain Property, Plant and Equipment were verified by the management during the year. In

our opinion, it is reasonable having regard to the size of the Company and the nature of its

assets, no material discrepancies were noticed on such verification.

c) According to the information and explanations given to us and the records examined by

us, there is no immovable property disclosed as Property, Plant and Equipment (other than

properties where the Company is the lessee and the lease agreements are duly executed in

favour of the lessee) in the Standalone financial statements of the Company. Hence reporting

under clause (i)(c) of paragraph 3 of the Order is not applicable to the Company.

d) According to the information and explanations given to us and on the basis of our

examination of the records of the Company, The Company has not revalued any of its

Property, Plant and Equipment during the year.

e) According to the information and explanations given to us and on the basis of our

examination of the records of the Company, no proceedings have been initiated during the

year or are pending against the Company as at March 31, 2025 for holding any benami

property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and

rules made thereunder,

ii. a) According to information and explanations given to us, the inventory has been

physically verified by the management at reasonable intervals during the year. In our

opinion, the frequency of verification is reasonable. The company is maintaining proper

records of inventory. The discrepancies noticed on verification between the physical stocks

and the book records were not material.

b) According to information and explanations given to us, The Company has not been availed

any working capital limits in excess of ₹ 5 crore, in aggregate, at any points of time during

the year, from banks or financial institutions on the basis of security of current assets.

Consequently, the requirement of clause (ii) (b) of paragraph 3 of the Order is not applicable

to the Company.

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iii. According to the information and explanations given to us and on the basis of our

examination of the records of the Company, the Company has not made any investments

provided guarantee or security or granted advances in the nature of loans, secured or

unsecured, to companies, firms, Limited Liability Partnerships, or any other parties, during

the year.

(a) According to the information and explanations given to us by the Management, the

Company has not provided loans to other parties and not given any advances in the nature

of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any

other parties.

(b) According to the information and explanations given to us and based on the audit

procedures conducted by us we are of the opinion that, the investments made and the terms

and conditions of the grant of loans during the year are, prima facie, not prejudicial to the

Company’s interest.

of the records of the Company, in respect of loans granted by the Company, the schedule of

repayment of principal and payment of interest has been stipulated and the repayments of

principal amounts and receipts of interest have generally been regular as per stipulation.

(d) According to the information and explanations given to us and basis of our examination

of the record of the Company, there is no overdue amount for more than ninety days in

respect of loans given.

(e) According to the information and explanations given to us and basis of our examination

of the record of the Company there is no loan or advance granted by the Company which

has fallen due during the year, has been renewed or extended or fresh loans granted to settle

the overdue of existing loans given to the same parties.

(f) According to the information and explanations given to us and basis of our examination

of the record of the Company, in our opinion the Company has not granted any loans or

advances in the nature of loans either repayable on demand or without specifying any terms

or period of repayment during the year. Hence, reporting under clause 3(iii)(f) is not

applicable.

iv. According to information and explanations given to us, there are no loans, investments,

guarantees, and security in respect of which provisions of sections 185 and 186 of the Act are

applicable and accordingly, the requirement to report on clause 3(iv) of the Order is not

applicable to the Company.

v. According to the information and explanations given to us, the Company has not accepted

any deposits within the meaning of Sections 73 to 76 or any other relevant provisions of the

Companies Act and the rules framed thereunder during the year. Accordingly, the

provisions of clause (v) of paragraph 3 of the Order are not applicable to the Company.

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vi. The provisions of sub-section (1) of Section 148 of the Act are not applicable to the

Company as the Central Government of India has not specified the maintenance of cost

records for any of the products of the Company. Accordingly, the requirements under

paragraph 3(vi) of the order are not applicable to the Company.

vii. a) According to the information and explanation given to us, the Company has been

generally regular in depositing the undisputed statutory dues including Goods and Services

Tax, provident fund, employees’ state insurance, income tax, sales tax, service tax, Goods

and Service Tax, custom duty, excise duty, value added tax, cess and other material statutory

dues as applicable with the appropriate authorities. No undisputed amounts payable in

respect of the aforesaid statutory dues were outstanding as on the last day of the financial

year for a year of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no dues of sales tax,

service tax, customs duty, excise duty, value added tax and cess, which have not been

deposited on account of any dispute with the relevant authorities.

viii. According to the information and explanations given to us and on the basis of our

examination of the records of the Company, there were no transactions relating to previously

unrecorded income that have been surrendered or disclosed as income during the year in the

tax assessments under the Income Tax Act, 1961 (43 of 1961).

ix. (a) According to the information and explanations given to us and on the basis of our

examination of the records, the Company has not defaulted in repayment of any loans or

other borrowings from any lender. Hence reporting under clause 3(ix)(a) of the Order is not

applicable.

(b) According to the information and explanations given to us and on the basis of our

examination of the records of the Company, the Company has not been declared willful

defaulter by any bank or financial institution or government or any government authority.

examination of the records, the Company has not taken any term loan during the year and

there are no outstanding term loans at the beginning of the year and hence, reporting under

clause 3(ix)(c) of the Order is not applicable.

(d) According to the information and explanations given to us and on an overall examination

of the standalone financial statements of the Company, no funds has been raised on short-

term basis by the Company. Accordingly, clause 3(ix)(d) of the Order is not applicable.

(e) According to the information and explanations given to us and on an overall examination

of the standalone financial statements of the Company, the Company has not taken any funds

from any entity or person on account of or to meet the obligations of its subsidiaries.

(f) According to the information and explanations given to us and procedures performed by

us we report that the Company has not raised any loans during the year on the pledge of

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securities held in its subsidiaries, joint ventures or associate companies (as defined under the

Act). and hence reporting on clause 3(ix)(f) of the Order is not applicable.

x. (a) In our opinion and according to the information and explanations given to us, the

Company has not raised moneys by way of initial public offer or further public offer

(including debt instruments) and the term loans during the year.

(b) According to the information and explanations given to us and on the basis of our

examination of the records of the Company, the company has not made any preferential

allotment or private placement of shares or fully or partly convertible debentures,

accordingly, clause 3(x)(b) of the Order is not applicable.

xi. (a) Based on examination of the books and records of the Company and according to the

information and explanations given to us no fraud by the Company and no material fraud

on the Company has been noticed or reported during the year.

(b) According to the information and explanations given to us, no report under sub-section

(12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under

rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during

the year and up to the date of this report.

during the year, if any (and up to the date of this report), while determining the nature,

timing and extent of our audit procedures.

xii. In our opinion and according to the information and explanations given to us, the

Company is not a Nidhi Company. Accordingly, the provisions of clause 3(xii) of the Order

are not applicable to the Company.

xiii. In In our opinion and according to the information and explanations given to us the

Company has not compliance with Sections 177 and 188 of the Companies Act, 2013,

Accordingly, the provisions of clause 3(xiii) of the order are not applicable to the Company.

xiv. (a) Based on information and explanations given to us and our audit procedure, in our

opinion the Company has an adequate internal audit system commensurate with the size

and the nature of its business.

(b) We have considered, the internal audit reports for the year under audit, issued to the

Company during the year and till date, in determining the nature, timing and extent of our

audit procedures.

xv. In our opinion and according to the information and explanations given to us, during the

year the Company has not entered into any non-cash transactions with its directors or

persons connected with its directors. and hence provisions of section 192 of the Companies

Act, 2013 are not applicable to the Company.

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xvi. (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank

of India Act, 1934. Accordingly, clause 3(xvi)(a) of the Order is not applicable.

(b) The Company is not required to be registered under Section 45-IA of the Reserve Bank of

India Act, 1934. Accordingly, clause 3(xvi)(b) of the Order is not applicable.

by the Reserve Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not applicable.

(d) In our opinion, there is no core investment company within the Group (as defined in the

Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting

under clause 3(xvi)(d) of the Order is not applicable.

xvii. The Company has not incurred cash losses during the financial year covered by our audit

and the immediately preceding financial year.

xviii. There has been no resignation of the statutory auditors during the year. Accordingly,

clause 3(xviii)of the Order is not applicable.

xix. According to the information and explanations given to us and on the basis of the financial

ratios, ageing and expected dates of realisation of financial assets and payment of financial

liabilities, other information accompanying the standalone financial statements and our

knowledge of the Board of Directors and Management plans and based on our examination

of the evidence supporting the assumptions, nothing has come to our attention, which causes

us to believe that any material uncertainty exists as on the date of the audit report indicating

that Company is not capable of meeting its liabilities existing at the date of balance sheet as

and when they fall due within a period of one year from the balance sheet date. We, however,

state that this is not an assurance as to the future viability of the Company. We further state

that our reporting is based on the facts up to the date of the audit report and we neither give

any guarantee nor any assurance that all liabilities falling due within a period of one year

from the balance sheet date, will get discharged by the Company as and when they fall due.

xx. In our opinion and according to the information and explanations given to us, there is no

unspent amount under sub-section (5) of Section 135 of the Act pursuant to any project.

Accordingly, clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable.

For Maheshwari & Co.

Chartered Accountants

Firm’s Registration No.105834W

Vikas Asawa

Partner

Place: Mumbai Membership No. 172133

Date: May 30, 2025 UDIN:25172133BMIADI4096

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ANNEXURE ‘B’ TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 2A(g) under the heading ‘Report on Other Legal and Regulatory

Requirements’ of our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143

of the Companies Act, 2013 (“the Act”)

Opinion

We have audited the internal financial controls over financial reporting of PET PLASTICS

LIMITED

(“the Company”)

as of March 31, 2025 in conjunction with our audit of the

standalone financial statements of the Company for the year ended on that date.

In our opinion, the Company has, in all material respects, adequate internal financial controls

with reference to standalone financial statements and such internal financial controls were

operating effectively as at March 2025, based on the internal financial controls with reference

to standalone financial statements criteria established by the Company considering the

essential components of internal control stated in the Guidance Note on Audit of Internal

Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants

of India (the “Guidance Note”).

Managements and Board of Directors Responsibility for Internal Financial Controls

The Company’s Management and the Board of Directors are responsible for establishing and

maintaining internal financial controls based on the internal financial controls with reference

to standalone financial statements criteria established by the Company considering the

essential components of internal control stated in the Guidance Note. These responsibilities

include the design, implementation and maintenance of adequate internal financial controls

that were operating effectively for ensuring the orderly and efficient conduct of its business,

including adherence to company’s 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, as required under the Companies

Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over

financial reporting based on our audit. We conducted our audit in accordance with the

Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed

under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of

internal financial controls. Those Standards and the Guidance Note require that we comply

with ethical requirements and plan and perform the audit to obtain reasonable assurance

about whether adequate internal financial controls over financial reporting was established

and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of

the internal financial controls system over financial reporting and their operating

effectiveness. Our audit of internal financial controls over financial reporting included

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obtaining an understanding of internal financial controls over financial reporting, assessing

the risk that a material weakness exists, and testing and evaluating the design and operating

effectiveness of internal control based on the assessed risk. The procedures selected depend

on the auditor’s judgments, including the assessment of the risks of material misstatement of

the standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide

a basis for our audit opinion on the Company’s internal financial controls system over

financial reporting.

Meaning of Internal Financial Controls with reference to Standalone financial statements

A company’s internal financial controls with reference to standalone financial statements is

a process designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of standalone financial statements for external purposes in

accordance with generally accepted accounting principles. A company’s internal financial

controls with reference to standalone financial statements include those policies and

procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately

and fairly reflect the transactions and dispositions of the assets of the company; (2) provide

reasonable assurance that transactions are recorded as necessary to permit preparation of

standalone financial statements in accordance with generally accepted accounting principles,

and that receipts and expenditures of the company are being made only in accordance with

authorisations of management and directors of the company; and (3) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or

disposition of the company’s assets that could have a material effect on the standalone

financial statements.

Inherent Limitations of Internal Financial Controls with reference to Standalone financial

statements

Because of the inherent limitations of internal financial controls over financial reporting,

including the possibility of collusion or improper management override of controls, material

misstatements due to error or fraud may occur and not be detected. Also, projections of any

evaluation of the internal financial controls over financial reporting to future years are subject

to the risk that the internal financial control over financial reporting may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or

procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us,

the Company has, in all material respects, an adequate internal financial controls with

reference to Standalone Financial Statements and such internal financial controls with

reference to Standalone Financial Statements were operating effectively as at March 31, 2025,

based on the criteria for internal financial control with reference to Standalone Financial

Statements established by the Company considering the essential components of internal

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control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial

Reporting issued by the ICAI.

For Maheshwari & Co.

Chartered Accountants

Firm’s Registration No.105834W

Vikas Asawa

Partner

Place: Mumbai Membership No. 172133

Date: May 30, 2025 UDIN:25172133BMIADI4096

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INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF PET PLASTICS LIMITED

Report on the Audit of Consolidated financial statements

Opinion

We have audited the accompanying consolidated Financial Statements of PET PLASTICS

LIMITED (CIN: L25200MH1985PLC037217) (the “Holding Company”) and its associate (the

Company and its associate together referred to as the “Group”) which comprise the

consolidated Balance Sheet as at March 31, 2025, and the consolidated Statement of Profit and

Loss (including Other Comprehensive Income), the consolidated Statement of Changes in

Equity and the consolidated Statement of Cash Flows for the year then ended, and notes to

the consolidated financial statements, including material accounting policies and other

explanatory information (hereinafter referred to as the “consolidated financial statements”).

In our opinion and to the best of our information and according to the explanations given to

us, the aforesaid consolidated financial statements give the information required by the

Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in

conformity with the Indian Accounting Standards prescribed under section 133 of the Act

read with the Companies (Indian Accounting Standards) Rules,2015, as amended, (“Ind AS”)

and other accounting principles generally accepted in India, of the state of affairs of the

Company as at March 31, 2025 and its profit, other comprehensive income, changes in equity

and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under

section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are

further described in the Auditor’s Responsibilities for the Audit of the consolidated financial

statements section of our report. We are independent of the Company in accordance with the

Code of Ethics issued by the Institute of Chartered Accountants of India(“ICAI”) together

with the ethical requirements that are relevant to our audit of the consolidated financial

statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and

we have fulfilled our other ethical responsibilities in accordance with these requirements and

the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our opinion on the consolidated financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most

significance in our audit of the consolidated financial statements of the current period. These

matters were addressed in the context of our audit of the consolidated financial statements

as a whole, and in forming our opinion thereon, and we do not provide a separate opinion

on these matters. Based on the circumstances and facts of the audit and entity, there aren’t

key audit matters to be communicated in our report.

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Emphasis of Matter

We draw attention to Note 32(i) to the accompanying financial results, which describe that

Balance in the account of Cash & Cash Equivalent, Trade Receivable, Loan & Advances and

Trade Payable are subject to confirmation/reconciliation. If any, the management does not

expect any material adjustments in respect of the same effecting the Financial Statement on

such reconciliation/adjustment.

We draw attention to Note 32(ii) to the accompanying consolidated financial statements,

which describe that Statutory Compliance with respect to GST and TDS is subject to

reconciliation

We draw attention to Note 32(iii) to the accompanying financial results, which describe that

Sales amounting to Rs. 366.97 lakhs and Purchase amounting to Rs. 449.67 lakhs are related

to merchant trading.

Our opinion is not modified in respect of this matter.

Other Information

The Company’s Management and Board of Directors are responsible for the other

information. The other information comprises the information included in the Company’s

Annual Report, but does not include the Consolidated financial statements and auditor’s

report thereon.

Our opinion on the consolidated financial statements does not cover the other information

and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to

read the other information and, in doing so, consider whether the other information is

materially inconsistent with the consolidated financial statements, or our knowledge

obtained during the course of our audit or otherwise appears to be materially misstated. If,

based on the work we have performed, we conclude that there is a material misstatement of

this other information; we are required to report that fact. We have nothing to report in this

regard.

Managements and Board of Directors’ Responsibilities for the consolidated financial

statements

The Company’s Management and Board of Directors are responsible for the matters stated

in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of

these consolidated financial statements that give a true and fair view of the financial position,

financial performance, and cash flows of the Company in accordance with the accounting

principles generally accepted in India, including the accounting standards specified under

section 133 of the Act. This responsibility also includes maintenance of adequate accounting

records in accordance with the provisions of the Act for safeguarding of the assets of the

Company and for preventing and detecting frauds and other irregularities; selection and

application of appropriate implementation and maintenance of accounting policies; making

judgments and estimates that are reasonable and prudent; and design, implementation and

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maintenance of adequate internal financial controls, that were operating effectively for

ensuring the accuracy and completeness of the accounting records, relevant to the

preparation and presentation of the financial statement that give a true and fair view and are

free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing

the Company’s ability to continue as a going concern, disclosing, as applicable, matters

related to going concern and using the going concern basis of accounting unless management

either intends to liquidate the Company or to cease operations, or has no realistic alternative

but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting

process.

Auditor’s Responsibilities for the Audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial

statements as a whole are free from material misstatement, whether due to fraud or error,

and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high

level of assurance but is not a guarantee that an audit conducted in accordance with SAs will

always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or

in aggregate, they could reasonably be expected to influence the economic decisions of users

taken on the basis of these consolidated financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain

professional skepticism throughout the audit. We also:

 Identify and assess the risks of material misstatement of the consolidated financial