Directors Report of Time Technoplast Ltd.

Mar 31, 2025

Your Directors have the pleasure of presenting their report and the Standalone and Consolidated Audited Accounts of your
Company for the Financial Year ended March 31, 2025.

FINANCIAL SUMMARY AND HIGHLIGHTS

('' in Mn.)

Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operations	26,626.75	26,330.43	54,570.44	49,925.01
Other income	77.49	140.05	52.70	141.46
Total income	26,704.24	26,470.48	54,623.14	50,066.46
Profit before Interest, Depreciation & tax	3,957.73	3,811.67	7,902.27	7,049.56
Interest & Finance Cost	561.89	578.49	915.31	1,014.11
Depreciation	1,058.40	1,083.78	1,696.71	1,725.81
Profit before tax	2,337.44	2,149.40	5,290.25	4,309.65
Tax Expenses	594.10	554.40	1,345.79	1,150.75
Profit after tax	1,743.34	1,595.00	3,944.46	3,158.90
Basic EPS	7.68	7.04	17.10	13.71
Diluted EPS	7.68	7.02	17.10	13.67

Company Performance
Consolidated

Net Revenue from operations for the consolidated entity stood at '' 54,570.44 Mn., as against '' 49,925.01 Mn. in the previous year,
(growth of 9.30 %). However, the Net Profit stood at '' 3,944.46 Mn. as compared to the previous year '' 3,158.90 Mn.

Standalone

Net Revenue from operations for the standalone entity stood at '' 26,626.75 Mn., as against '' 26,330.43 Mn. in the previous year,
(growth of 1.13 %). However, the Net Profit stood at '' 1,743.34 Mn. as compared to the previous year '' 1,595.00 Mn.

Transfer to Reserves

Your Company does not propose to transfer any amount to the general reserves of the Company.

Dividend

Your Directors at their meeting held on May 27, 2025 have recommended payment of final dividend of '' 2.50/- per equity share
(previous year '' 2/- per equity share) of '' 1/- each for the financial year ended March 31, 2025, considering the business and cash
requirements of the Company. The dividend is subject to approval of members at the ensuing Thirty Fifth Annual General Meeting
(AGM) of your Company, scheduled on 11th September, 2025.

The dividend, if approved by the Members at the AGM, will result in cash outflow of '' 567.32 Mn (previous year '' 453.86 Mn).

Dividend Distribution Policy

Pursuant to the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations") the Board of Directors have adopted a Dividend Distribution Policy and
Final Dividend recommended for the year ended March 31, 2025 is in accordance with the said Policy. The said Policy is hosted on the
website of the Company https://www.timetechnoplast.com/pdf/shareholder-centre/policies/TTL-Dividend-Distribution-
Policy.pdf

Subsidiaries, Associate and Joint Ventures Companies

As on 31st March, 2025, the Company has below mentioned subsidiaries and joint ventures Companies:

Sr No.	Name of the Company	Country	Relation	% ofshares held
1	TPL Plastech Limited	India	Subsidiary	74.86
2	Power Build Batteries Private Limited*	India	Subsidiary	97.04
3	Time Ecotech Private Limited**	India	Subsidiary	100.00
4	Elan Incorporated FZE	Sharjah (UAE)	Subsidiary	100.00
5	Kompozit Praha S R O	Czech Republic	Subsidiary	96.20
6	Ikon Investment Holdings Limited	Mauritius	Subsidiary	100.00
7	GNXT Investment Holding PTE Ltd	Singapore	Subsidiary	100.00
8	Schoeller Allibert Time Materials Handling Solutions Limited	India	Subsidiary	100.00
9	Schoeller Allibert Time Holding Pte. Ltd.	Singapore	Subsidiary	50.10
10	Time Mauser Industries Private Limited	India	Joint Venture	49.00

NED Energy Limited (Subsidiary of the Company) had amalgamated into Power Build Batteries Private Limited (Wholly-owned Step
down Subsidiary of the Company). As part of the amalgamation scheme, 9,12,221 fully paid-up equity shares of '' 10 each were
allotted to the Company, which represents 97.04% of the total shareholding in the Power Build batteries Private Limited.

The Company incorporated a wholly-owned subsidiary, Time Ecotech Private Limited, which will focus on the recycling and
reprocessing of used industrial plastic packaging. This initiative aligns with India''s circular economy goals. Phase - I will see the
establishment of a greenfield facility in Gujarat, marking the commencement of a nationwide initiative to revolutionize waste
management and resource recovery.

The Company does not have any material subsidiary.

In line with the requirements of Regulation 16(1)©of the SEBI Listing Regulations, the Company has a policy on identification of
material subsidiaries, which is available on the Company''s website at https://www.timetechnoplast.com/wp-
content/uploads/2025/04/Policy-for-Determining-Material-Subsidiaries.pdf

A separate statement containing the salient features of financial statements of subsidiaries, associates, joint venture companies of
the Company in the prescribed Form AOC-1 forms a part of Consolidated Financial Statements ("CFS") in compliance with Section
129(3) and other applicable provisions, if any, of the Act read with Rules.

Cash Flow and Consolidated Financial Statements

As required under Regulation 34 of the Listing Regulations, the Cash Flow Statement and the Consolidated Financial Statements are
part of the Annual Report.

Related Party Transactions

All contracts or arrangements entered into by and between the Company with Related Parties are on arm''s length basis and in the
ordinary course of business. Hence, pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules,
2014, there are no related party transactions to be reported under Section 188(1) of the Act and Form AOC-2 is not applicable.

All related party transactions are placed before the Audit Committee for its review and approval on a quarterly basis. An omnibus
approval of the Audit Committee is obtained for the related party transactions which are repetitive in nature. Further, the related
party transactions are reviewed by the Statutory Auditors of the Company.

During the year under review, your Company has not entered into any Material Related Party Transactions, i.e. transactions
exceeding rupees one thousand crore or ten per cent of the annual consolidated turnover as per the last audited financial
statements.

Related Party disclosures as per Ind AS 24 have been provided in Notes to accounts annexed to the financial statements.

The Policy on Related Party Transactions as approved by the Board is available on the Company''s website at
www.timetechnoplast.com.

Directors and Key Managerial Personnel (KMP)

As on March 31, 2025, your Company had Eleven (11) Directors with an optimum combination of Executive, Non-Executive Directors
and Independent, one of them being a woman independent director.

The Board of Directors of the Company provide entrepreneurial leadership and plays a crucial role in providing strategic supervision,
overseeing the management performance and long-term success of the Company while ensuring sustainable shareholder value.
Driven by its guiding principles of Corporate Governance, the Board''s actions endeavor to work in the best interest of the Company.
The Directors hold a fiduciary position, exercises independent judgment and plays a vital role in the oversight of the Company''s
affairs. Our Board represents a tapestry of complementary skills, attributes, perspectives and includes individuals with financial
experience and a diverse background.

Directors retiring by rotation:

Mr. Bharat Kumar Vageria (DIN: 00183629), Managing Director and Mr. Vishal Jain (DIN: 03137163), Non-Executive Non¬
Independent Director are liable to retire by rotation at the ensuing Thirty Fifth Annual General Meeting and being eligible, offer
themselves for re-appointment. The Board recommends their re-appointment to the Members.

Re-appointment of Whole Time Directors:

The tenure of Mr. Sanjeev Sharma (DIN: 08312517) as Whole-time Director will expire on November 11, 2025, while the tenure of
Mr. Naveen Kumar Jain (DIN: 00183948) and Mr. Raghupathy Thyagarajan (DIN: 00183305) as Whole-time Directors will expire on
November 30, 2025.

In view of their valuable contributions and based on the recommendations of the Nomination and Remuneration Committee, the
Board of Directors, at its meeting held on August 11, 2025, has approved the re-appointment of Mr. Naveen Kumar Jain,
Mr. Raghupathy Thyagarajan and Mr. Sanjeev Sharma, as Whole Time Directors of the Company, subject to the approval of the
Members at the ensuing Annual General Meeting.

The Board recommends their re-appointment for the approval of the Members.

Brief profile and details of Directors proposed to be re-appointed as required under the Listing Regulations are contained in the
Notice convening the ensuing Thirty-Fifth Annual General Meeting of the Company.

Directors and Key Managerial Personnel who were appointed/re-appointed or have resigned during the Financial Year 2024-25:

1. Mr. Pradip Kumar Das (DIN: 06593113) was appointed by the Board of Directors as an Additional Director, designated as
Independent Director, with effect from 23rd May, 2024. The Members, by way of a special resolution passed through Postal
Ballot concluded on 6th July, 2024, approved the appointment of Mr. Das as an Independent Director of the Company for the
first term of five consecutive years commencing from 23rd May, 2024 to 22nd May, 2029.

2. Mr. Mahinder Kumar Wadhwa (DIN: 00064148) completed his tenure as an Independent Director on 28th September 2024,
after serving two consecutive terms of five years each. Following approval from the members on 27th September 2024, he was
re-appointed as a Non-Executive, Non-Independent Director of the Company w.e.f. 29th September 2024.

3. Mr. Sanjaya Kulkarni (DIN: 00102575) completed his tenure as an Independent Director on 28th September 2024, after serving
two consecutive terms of five years each. Following approval from the members on 27th September 2024, he was re¬
appointed as a Non-Executive, Non-Independent Director of the Company w.e.f. 29th September 2024.

4. Mr. Deepak Bakhshi (DIN: 07344217) was appointed by the Board of Directors as an Additional Director, designated as
Independent Director, with effect from 12th August, 2024. The Members, by way of a special resolution passed at the Annual
General Meeting held on 27th September, 2024, approved the appointment of Mr. Bakhshi as an Independent Director of the
Company for the first term of five consecutive years commencing from 12th August, 2024.

Apart from aforesaid changes there are no changes in Directors and Key Managerial Personnel of the Company.

During the Financial Year, none of the Directors and Key Managerial Personnel of the Company had any material pecuniary
relationship or transactions with the Company.

Meetings of the Board

During the year under review, 5 (five) meetings of the Board were held on 23rd May, 2024, 12th August, 2024, 25th October, 2024,
11th November, 2024 and 11th February 2025. The dates, attendance of the Directors and other details of the meetings are given in
the Report on Corporate Governance. The maximum interval between any two meetings did not exceed 120 days, as prescribed by
the Act and Listing Regulations.

Committees of the Board

• Audit Committee

Details pertaining to composition and re-constitution of the Audit Committee are included in the Report on Corporate
Governance. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

• Corporate Social Responsibility Committee

The Board has constituted a Corporate Social Responsibility (CSR) Committee to monitor the implementation of CSR activities
of your Company and also has in place a CSR policy, which is available on the Company''s website at www.timetechnoplast.com

The CSR policy outlines your Company''s approach towards CSR, focusing on areas where it can make a difference and have the
most impact. The details of the composition of the CSR Committee, CSR policy, CSR initiatives and activities undertaken during
the year are given in the Annual Report on CSR activities in Annexure - C to this Report.

• Nomination and Remuneration Committee

Details pertaining to composition and reconstitution of the Nomination and Remuneration Committee are included in the
Report on Corporate Governance.

• Stakeholders Relationship Committee

Details pertaining to composition and re-constitution of the Stakeholders Relationship Committee are included in the Report
on Corporate Governance.

• Risk Management Committee

Your Company has constituted a Risk Management Committee, details of which are disclosed in the Corporate Governance
Report. As per the governance process described in the Risk Management Policy, the Risk Management Committee reviews
the risk identification, risk assessment and minimization procedures on a quarterly basis and updates the Audit Committee
and the Board periodically.

Your Company has also implemented a mechanism for risk management and formulated a Risk Management Policy, which is
available on the Company''s website at www.timetechnoplast.com.

The aforesaid Committees of the Board have been reconstituted with effect from 29th September, 2024. Further details regarding
the reconstitution and changes in the committees are provided in the Corporate Governance Report, which forms part of this
Annual Report.

Nomination and Remuneration Policy & Remuneration of Directors, Key Managerial Personnel and Senior Management

Your Company has in place a Nomination and Remuneration Policy, formulated in accordance with Section 178 of the Act and the
Listing Regulations and the same is available on Company''s website at www.timetechnoplast.com

The Policy provides guidance on selection and nomination of Directors to the Board of your Company, appointment of the Senior
Management Personnel, and captures your Company''s Leadership Framework for its employees. It explains the principles of the
overall remuneration including short-term and long-term incentives payable to the Executive Directors, Key Managerial Personnel,
Senior Management, and other employees of your Company. The remuneration paid to the Executive Directors, Key Managerial
Personnel, and Senior Management is in accordance with the said Policy.

A Statement of Disclosure of Remuneration pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is provided as Annexure - A to this Report.

The statement specifying the particulars of employees pursuant to Section 197 of the Act read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not being sent to the Members along with
this Annual Report. Any Member interested in receiving the said statement may write to the Company Secretary stating their Folio
No./DP ID & Client ID at [e-mail]

Declaration by Independent Directors

The Company has received declaration of independence from all the Independent Directors as stipulated under Section 149(7) of
the Act and Regulation 25(8) of the SEBI Listing Regulations, confirming that they meet the criteria of independence, which has been
duly assessed by the Board as part of their annual performance evaluation. Further, in terms of Regulation 25(8) of the SEBI Listing
Regulations, Independent Directors have also confirmed that they are not aware of any circumstances or situations, which exist or
may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent
judgement and without any external influence.

The Independent Directors have confirmed that they have complied with the Code for Independent Directors prescribed in Schedule
IV to the Act.

Familiarization Program for Independent Directors

The Independent Directors are regularly informed during meetings of the Board and Committees on the business strategy, business
activities, manufacturing operations and regulatory updates. The Directors when they are appointed are given a detailed
orientation on the Company, industry, policies and Code of Conduct, regulatory matters, business, financial matters, human
resource matters and corporate social responsibility initiatives of the Company. The details of familiarization programs provided to
the Directors of the Company are mentioned on your Company''s website at www.timetechnoplast.com

Annual Performance Evaluation of Board of Directors

The annual evaluation of the performance of the Board for FY 2024-25 was carried out with due compliance of the provisions of the
Act and Regulation 17(10) of the SEBI Listing Regulations. The evaluation of the Board, Board Committees, Chairman and Individual
Directors was carried out through questionnaire in line with the Guidance Note on Board Evaluation issued by SEBI. The evaluation
also covered specific criteria and the grounds on which all Directors in their individual capacity were evaluated including fulfillment
of the independence criteria for Independent Directors as laid in the Companies Act, 2013 and the SEBI Listing Regulations.

The evaluation of the performance of the Board, its Committees, Chairman & Directors and suggestion emanating out of the
performance evaluation exercise were reviewed by the Independent Directors at their separate meeting held on February 11, 2025.
The Board evaluation outcome showcasing the strengths of the Board and areas of improvement in the processes and related issues
for enhancing Board effectiveness were discussed by the Board. Overall, the Board expressed its satisfaction on the performance
evaluation process as well as performance of all Directors, Committees and Board as a whole.

The evaluation indicates that the Board of Directors has an optimal mix of skills/expertise to function effectively. The mapping of
board skills/expertise vis-a-vis individual Directors is outlined in Corporate Governance Report.

Credit Rating

During the year, the Company has been rated by CRISIL, credit rating agencies for its banking facilities. The rating agency has issued
long term issuer rating with AA-/Stable and short-term facilities with A1 . These ratings reflect your Company''s continued credit
profile, liquidity position, strong corporate governance practices, liquid flexibility and financial policies.

Auditors

Statutory Auditors

M/s. Khandelwal Jain & Co., Chartered Accountants (Firm Registration No. 105049W) and M/s. K P M R & Co., Chartered Accountants
(Firm Registration No. 104497W) were appointed as Joint Statutory Auditors of the Company for a term of five (5) years from the

conclusion of the Thirty-Fourth Annual General Meeting ("AGM") until the conclusion of the Thirty-Ninth AGM.

On August 12, 2025, M/s. Khandelwal Jain & Co. tendered their resignation citing resource constraints. In their resignation letter,
they stated that the audit engagement required visits to 23-24 plants of the Company within a short time frame, which, given their
other client commitments, made it impracticable for them to plan, design, perform, and complete the audit procedures within the
stipulated timelines.

Considering the above, the Board of Directors, on the recommendation of the Audit Committee, proposes the appointment of M/s.
Raman S Shah & Co., Chartered Accountants (Firm Registration No. 111919W), as Joint Statutory Auditors of the Company for a term
of five (5) years, commencing from the conclusion of the Thirty-Fifth AGM until the conclusion of the Fortieth AGM.

An item in this regard will be placed before the Members at this AGM for their approval. Detailed particulars relating to the proposed
appointment are provided in the Notice convening this AGM.

M/s. Raman S Shah & Co. have confirmed their eligibility for appointment and have provided a certificate under the applicable
provisions of the Companies Act, 2013, affirming that they are not disqualified to act as Statutory Auditors of the Company.

M/s. Khandelwal Jain & Co., and M/s. K P M R & Co., Statutory Auditors have issued an unqualified audit report on the standalone
and consolidated financial statements of the Company for the year ended March 31, 2025, which forms part of this Annual Report.

Cost Auditor

Pursuant to Section 148(3) of the Act, your Directors have at its meeting held on May 27, 2025, on the recommendation of the Audit
Committee, appointed Darshan Vora & Co., Cost Accountants to audit the cost accounts maintained by your Company for the
Financial Year 2025-2026.

As required by the Act, the remuneration payable to the Cost Auditor is to be placed before the Members in the General Meeting for
their ratification. Accordingly, a resolution seeking ratification of the remuneration payable to Darshan Vora & Co., as recommended
by the Audit Committee and approved by the Board, is included in the Notice convening the Annual General Meeting of the
Company. In the opinion of the Directors, considering the limited scope of audit, the proposed remuneration payable to the Cost
Auditors would be reasonable and fair, and commensurate with the scope of work carried out by them.

Pursuant to the provisions of Section 148 of the Act read with clause (ix) of Rule 8(5) of the Companies (Accounts) Rules, 2014,
adequate cost accounts and records are made and maintained by your Company as specified by the Central Government.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, and Regulation 24A of Listing Regulations, M/s. Arun Dash & Associates, Practicing Company
Secretaries were appointed as Secretarial Auditor to undertake Secretarial Audit for the financial year ended March 31, 2025.

The Secretarial Audit Report (Form MR - 3) of the Company for the year ended March 31, 2025 is annexed as Annexure - B to this
Report. The Secretarial Auditor''s Report to the members does not contain any qualification or reservation which has any material
adverse effect on the functioning of the Company.

The Annual Secretarial Compliance Report issued by the Secretarial Auditor in terms of Regulation 24A of Listing Regulations, was
submitted to the stock exchanges within the statutory timelines and is available on the Company''s website at
www.timetechnoplast.com

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated
December 12, 2024, the Secretarial Auditors shall now be appointed by the Members of the Company, on the recommendation of
the Board of Directors.

Based on the recommendation of the Audit Committee, the Board, at its Meeting held on May 27, 2025, subject to the approval of
the Members of the Company, approved appointment of M/s. Dash Dwivedi & Associates LLP, Company Secretaries (Firm
Registration Number: L2025MH018300) as the Secretarial Auditors of the Company, for a term of five (5) consecutive years, to hold
office from Financial Year 2025 upto Financial Year 2030, on such remuneration, as recommended by the Audit Committee and as
may be mutually agreed between the Board of Directors of the Company and the Secretarial Auditors from time to time.

Accordingly, consent of the Members is sought for approval of the aforesaid appointment of Secretarial Auditors, through the
resolution forming part of the Notice of the AGM.

Reporting of Fraud by Auditors

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of
frauds committed in your Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act.

Annual Return

As required under Section 92(3) of the Act, Annual Return for the financial year ended 31st March, 2025 is hosted on the website of
the Company at www.timetechnoplast.com

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

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section
134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is given in Annexure - D to this Report.

Loans, Guarantees or Investments

Particulars of loans, guarantees and investments covered under Section 186 of the Act, if any, forms part of notes to the Financial
Statements provided in this Annual Report.

Deposits from Public

Your Company has not accepted any deposits from the public and accordingly, no amount of principal or interest on deposits from
the public was outstanding as of the date of the Balance Sheet.

Directors'' Responsibility Statement

In terms of Section 134(5) of the Act, Directors state that to the best of their knowledge and belief and according to the information
and explanations obtained by them confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no
material departure;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and of the profit of the
Company for the year ended March 31, 2025;

(c ) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down an adequate system of internal financial controls to be followed by the Company and such
internal financial controls are adequate and operating effectively; and

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

Management Discussion and Analysis Report

As required under Regulation 34 of the Listing Regulations, a Management Discussion and Analysis Report forms part of this Report.
The state of the affairs of the business along with the financial and operational developments has been discussed in detail in the
Management Discussion and Analysis Report.

Business Responsibility and Sustainability Report

In accordance with Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) forms
a part of this Annual Report describing the initiatives undertaken by the Company from an environmental, social and governance
perspective for the Financial Year ended March 31, 2025.

Report on Corporate Governance

As required under Regulation 34 of the Listing Regulations, a Report on Corporate Governance along with a Certificate of
Compliance from the Statutory Auditors forms part of this Report.

Whistle Blower Policy/Vigil Mechanism

Company''s Whisle Blower Policy meets the requirement of the vigil mechanism framework prescribed under the Companies Act,
2013 and the SEBI Listing Regulations. Whistle Blower Policy aims to provide an appropriate platform and protection to all
stakeholders to make protected disclosure of any actual or suspected incidents of unethical practices, violation of applicable laws
and regulations including without limitation of Code of Practices and Procedures for Fair disclosure of Unpublished Price Sensitive
Information (Fair Disclosure Code).

Whistle Blower Policy also provides for adequate safeguards against retaliation and victimization of the whistle blower. The
investigation of complaints is carried out confidentially, impartially, timely and appropriate action initiated to ensure that requisite
standards of integrity, professional and ethical conduct are maintained. All employees and Directors have access to Chairperson of
the Audit Committee for any reporting. The Audit Committee reviews, on a quarterly basis, the status of complaints received (if any)
and the actions taken in response.

The Whistle Blower Policy has been posted on the Website of the Company at www.timetechnoplast.com
Employee Stock Option Scheme

Employee Stock Options (ESOPs) serve as a strategic tool for attracting, retaining, and motivating talented employees. ESOPs
provide an opportunity for employees to participate in the Company''s growth, fostering a sense of ownership and enabling long¬
term wealth creation.

The Company has instituted the ''Time Technoplast Limited Employees Stock Option Plan 2017'' ("ESOP 2017" or "the Scheme").

During the financial year under review, the Board of Directors, at its meeting held on August 12, 2024, proposed the following
amendments to the existing ESOP 2017:

• Amendment of the Scheme to ensure alignment with the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021.

• Expansion of Scheme Coverage to include employees of Joint Venture, Associate Companies, and Group Companies (both in
India and overseas, present and future), in addition to the current coverage of employees of the Company, its Subsidiaries,
Stepdown Subsidiaries, and Holding Company (both in India and overseas, present and future).

The aforementioned amendments were duly approved by the shareholders at the Annual General Meeting held on September 27,
2024.

The Compensation Committee has not granted any new options under ESOP 2017 during the year ended March 31, 2025. The
Secretarial Auditors of the Company have certified that the Scheme has been implemented in compliance with the SEBI (Share
Based Employee Benefit and Sweat Equity) Regulations, 2021, as well as the resolution passed by the shareholders.

As required by the SEBI (Share Based Employee Benefit and Sweat Equity) Regulations, 2021, the relevant disclosures as of March
31, 2025, have been uploaded on the Company''s website at (www.timetechnoplast.com).

Prevention of Sexual Harassment Policy

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Committee has been set up to redress
complaints received regarding sexual harassment.

All employees (permanent, contractual, temporary and trainees) are covered under this policy. During, the year, your Company have
not received any complaints related to sexual harassment. As of March 31, 2025, no complaints relating to sexual harassment are
pending for disposal.

Cyber Security

In the endeavour to maintain a robust cyber security posture, your Company has remained abreast of emerging cyber security, so as
to achieve higher compliance and continuity.

Transfer to Investor Education and Protection Fund (IEPF)

Unpaid/Unclaimed Dividend

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (including
amendments and modifications, thereof), '' 80,207 of unpaid/unclaimed dividends were transferred during the year to the Investor
Education and Protection Fund.

Equity Shares

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (including
amendments and modifications, thereof), 6,642 equity shares in respect of which dividend has not been claimed by the members
for seven consecutive years or more were transferred during the years, to the Investor Education and Protection Fund.

Material Changes and Commitments, if any, affecting the Financial Position of the Company

There have been no material changes and commitments, since the closure of the Financial Year ended March 31, 2025 up to the date
of this Report that would affect your Company''s financial position.

There has been no change in the nature of your Company''s business.

Secretarial Standards

Your Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and
adopted under the Act.

Adequacy of Internal Financial Controls

Your Company has an Internal Control System in accordance with Section 134(5)(e) of the Act, commensurate with the size, scale
and complexity of its operations. The Audit Committee comprising of professionally qualified Directors, interacts with the statutory
auditor, internal auditors and the management in dealing with matters within its terms of reference.

The Company has a proper and adequate system of internal controls. These controls ensure transactions are authorized, recorded
and reported correctly and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition,
there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls within the meaning
of the Act. An extensive program of internal audits and management reviews supplement the process of internal financial control
framework. Documented policies, guidelines and procedures are in place for effective management of internal financial controls.

The internal financial control framework design ensures that financial and other records are reliable for preparing financial and
other statements. In addition, the Company has identified and documented the key risks and controls for each process that has a
relationship to the financial operations and reporting. At regular intervals, internal teams test the identified key controls. The
Internal auditors also perform an independent check of effectiveness of key controls in identified areas of internal financial control
reporting. The Statutory Auditors'' Report includes a report on the internal financial controls over financial reporting.

In order to maintain objectivity and independence, Internal Auditor reports to the Chairperson of Audit Committee of the Board.
The Audit Committee defines the scope and authority of the Internal Auditor. Internal Auditor monitors and evaluates the efficacy
and adequacy of internal control systems in the Company, its compliance with the operating systems, accounting procedures and
policies at all locations of the Company and its subsidiaries. Based on the report of Internal Auditor, process owners undertake
corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and necessary
corrective actions are presented to the Audit Committee.

The Audit Committee and the Board are of the opinion that the Company has sound Internal Financial Control commensurate with
the nature and size of its business operations and are operating effectively, and no material weakness exists during FY 2024-25.

Significant and Material Orders passed by the Regulators/Courts/Tribunals

No significant or material orders have been passed by the Regulators, Courts or Tribunals that impact the going concern status and
future operations of your Company.

Other Disclosures

Directors hereby clarify that the following disclosures are not applicable, considering that there were no such transactions in the
year under review:

• There has been no issue of Equity Shares with differential rights as to dividend, voting or otherwise.

• There has been no issue of Equity Shares (including Sweat Equity Shares) to employees of your Company, under any scheme.

• There was no change in share capital during the year under review.

• Your Company has not resorted to any buy back of its Equity Shares during the year under review.

• The Managing Director or the Whole-time Directors of your Company did not receive any remuneration or commission during
the year from the subsidiary of your Company.

• The details regarding the difference in valuation between a one-time settlement and valuation for obtaining loans from banks
or financial institutions, along with reasons, are not applicable.

• The details of any application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the
year, along with their status as at the end of the financial year are not applicable

Cautionary Statement

Statements in this Board''s Report and Management Discussion and Analysis Report describing the Company''s objectives,
projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable
securities laws and regulations. Actual results could differ materially from those expressed or implied.

Acknowledgments

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment.
The Board also acknowledges the support and co-operation that your Company has been receiving from the bankers, suppliers,
distributors, retailers, business partners, Government departments both at Centre & States and all other stakeholders.

FOR AND ON BEHALF OF THE BOARD
FOR TIME TECHNOPLAST LIMITED

BHARAT KUMAR VAGERIA RAGHUPATHY THYAGARAJAN

Date: August 11, 2025 MANAGING DIRECTOR WHOLE TIME DIRECTOR

Place: Mumbai DIN: 00183629 DIN: 00183305

---

Mar 31, 2024

Your Directors have pleasure in presenting their Thirty Fourth Annual Report together with Audited Financial Statements for the financial year ended March 31, 2024.

FINANCIAL SUMMARY AND HIGHLIGHTS

('' in Mn.)

	Particulars	Standalone		Consolidated
		2024	2023	2024	2023
	Revenue from Operations	26,330.43	22,425.04	49,925.01	42,894.42
ii.	Profit before Interest, Depreciation & Tax	3,811.67	3,113.40	7,049.56	5,808.74
iii.	Interest & Finance Cost	578.49	560.52	1,014.11	1,051.83
iv.	Depreciation	1,083.78	1,058.29	1,725.81	1,709.13
v.	Profit before Tax	2,149.40	1,494.59	4,309.65	3,047.78
vi.	Tax Expenses	554.40	382.40	1,150.75	810.11
vii.	Profit for the Year	1,595.00	1,112.19	3,158.90	2,237.67

PERFORMANCE OF THE COMPANY Consolidated

Net Revenue from operations for the consolidated entity stood at '' 49,925.01 Mn., as against '' 42,894.42 Mn. in the previous year, (growth of 16.39 %). However, the Net Profit stood at '' 3,158.90 Mn. as compared to the previous year '' 2,237.67 Mn.

Standalone

Net Revenue from operations for the standalone entity stood at '' 26,330.43 Mn., as against '' 22,425.04 Mn. in the previous year, (growth of 17.42%). However, the Net Profit stood at '' 1,595.00 Mn. as compared to the previous year '' 1,112.19 Mn.

Detailed information on the operations of the different business segments of the Company are covered in the Management Discussion and Analysis Report, which forms part of the Annual Report.

DIVIDEND

Your Directors at their meeting held on May 23, 2024 have recommended payment of final dividend of '' 2/- per equity share (previous year '' 1.25 per equity share) face value of '' 1/- each for the financial year ended March 31, 2024, considering the business and cash requirements of the Company. The dividend is subject to approval of members at the ensuing Annual General Meeting (AGM) of the Company.

The dividend, if approved by the Members at the AGM scheduled on September 27, 2024, will result in cash outflow of '' 453.86 Mn (previous year '' 282.68 Mn).

The dividend payment is based on the parameters outlined in the Dividend Distribution Policy of the Company which is in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''). The said Policy is hosted on the website of the Company www.timetechnoplast.com/pdf/shareholder-centre/policies/TTL-Dividend-Distribution Policy.pdf.

TRANSFER TO GENERAL RESERVES

During the year, the Company has not transferred any amount to General Reserves.

CHANGES IN SHARE CAPITAL

During the year under review, 7,82,316 equity shares of '' 1/- each of the Company were allotted on exercise of the vested stock options by the eligible employees under ''Time Technoplast Limited - Employee Stock Option Plan 2017'' (''ESOP 2017'').

Accordingly, the paid-up equity share capital of the Company increased from '' 22,61,46,750 as at March 31, 2023 to '' 22,69,29,066 as at March 31, 2024.

The equity shares of the Company continue to remain listed on BSE Limited and National Stock Exchange of India Limited (collectively "Stock Exchanges"). The listing fees for the financial year 2024-2025 have been paid to the Stock Exchanges.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31^st March, 2024, the Company has below mentioned subsidiaries and associate Companies:

Sr No.	Name of the Company	Country	Relation	% ofshares held
1	TPL Plastech Limited	India	Subsidiary	74.86
2	NED Energy Limited	India	Subsidiary	97.04
3	Elan Incorporated FZE	Sharjah (UAE)	Subsidiary	100.00
4	Kompozit Praha S R O	Czech Republic	Subsidiary	96.20
5	Ikon Investment Holdings Limited	Mauritius	Subsidiary	100.00
6	GNXT Investment Holdings Pte. Ltd.	Singapore	Subsidiary	100.00
7	Schoeller Allibert Time Materials Handling Solutions Limited	India	Subsidiary	100.00
8	Schoeller Allibert Time Holding Pte. Ltd.	Singapore	Subsidiary	50.10
9	Time Mauser Industries Private Limited	India	Joint Venture	49.00

The Company does not have any material subsidiary.

In line with the requirements of Regulation 16(1)(c) of the SEBI Listing Regulations, the Company has a policy on identification of material subsidiaries, which is available on the Company''s website at https://www.timetechnoplast.com/pdf/shareholder-centre/policies/policy-for-determining-material subsidiaries.pdf.

FINANCIAL PERFORMANCE

A separate statement containing the salient features of financial statements of subsidiaries, associates, joint venture companies of the Company in the prescribed Form AOC-1 forms a part of Consolidated Financial Statements ("CFS") in compliance with Section 129(3) and other applicable provisions, if any, of the Act read with Rules.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements pursuant to Section 129(3) of the Act prepared in accordance with the Accounting Standards prescribed by the ICAI, forms part of this Integrated Annual Report.

Pursuant to Section 136 of the Companies Act, 2013 the Audited Financial Statements, including the consolidated financial statements & related information of the Company & Audited Accounts of its Subsidiary Companies are available on the website www.timetechnoplast.com. These documents will also be available for inspection during business hours at the Corporate Office of the Company on all the working days upto the date of the Annual General Meeting (AGM). Any member desirous of obtaining a copy of the said financial statement may write to the Company Secretary at the Corporate Office of the company.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transactions which is also available on the Company''s website at www.timetechnoplast.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties.

All related party transactions are placed before the Audit Committee for review and approval. Pursuant to the provisions of the Act and SEBI Listing Regulations with respect to omnibus approval, prior omnibus approval is obtained for related party transactions on a yearly basis for transactions which are of repetitive nature and entered in the ordinary course of business and are at arm''s length. Transactions entered into pursuant to omnibus approval are verified and a statement giving details of all related party transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

All transactions entered with related parties for the year under review were in ordinary course of business and at arm''s length basis. No Material related party transactions, i.e. transactions exceeding '' 1,000 Crores or 10 per cent of the annual consolidated turnover as per the last audited financial statement, were entered during the year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable.

Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large.

All related party transactions are mentioned in the notes to the accounts.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The Board of Directors of the Company provide entrepreneurial leadership and plays a crucial role in providing strategic supervision, overseeing the management performance, and long-term success of the Company while ensuring sustainable shareholder value. Driven by its guiding principles of Corporate Governance, the Board''s actions endeavor to work in the best interest of the Company. The Directors hold a fiduciary position, exercises independent judgment, and plays a vital role in the oversight of the Company''s affairs. Our Board represents a tapestry of complementary skills, attributes, perspectives and includes individuals with financial experience and a diverse background.

Appointments

The Board of Directors, upon the recommendation of the Nomination and Remuneration Committee, has made several key appointments of Directors and recommends to the members for their approval:-

• Mr. Pradip Kumar Das (DIN: 06593113) has been appointed as an Additional Director in the capacity of an Independent Director for a term of five years, starting from May 23, 2024 to May 22, 2029. His appointment as an Independent Director was ratified by the members through Postal Ballot on July 06, 2024.

• Mr. Deepak Bakhshi (DIN: 07344217) has been appointed as an Additional Director in the capacity of an Independent Director for a term of five years, commencing from August 12, 2024 to August 11, 2029. This appointment is subject to the approval of the members at the ensuing Annual General Meeting (AGM).

• The Board recommended appointment of Mr. Sanjaya Kulkarni (DIN: 00102575) and Mr. M. K. Wadhwa (DIN: 00064148) as

Non-Executive Non-Independent Directors on the Board of the Company, liable to retire by rotation, to the members at the ensuing AGM.

Detailed profiles of these directors are included separately in the Notice of the AGM.

Re-appointments

Mr. Naveen Kumar Jain (DIN: 00183948), Director retire by rotation and being eligible, has offered himself for re-appointment at the 34^th AGM.

The Board recommends re-appointment of Mr. Naveen Kumar Jain for the approval of the Members of the Company at the ensuing AGM. The relevant details including profile of Mr. Naveen Kumar Jain is included separately in the Notice of AGM.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 4 (four) times during the year under review on 29^th May, 2023, 10^th August, 2023, 10^th November, 2023 and 12^th February, 2024. The dates, attendance of the Directors and other details of the meetings are provided in the Corporate Governance Report. The gap between two board meetings was within the time prescribed under the Act and the SEBI Listing Regulations.

In terms of the requirements of the SEBI Listing Regulations, the Board has constituted Audit Committee, Stakeholders'' Relationship Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee, Committee of Directors and Compensation Committee. Details of each of these committees outlining their composition, terms of reference and meetings held during FY 2023-24, are outlined in the Corporate Governance Report forming part of this Report.

During FY 2023-24, recommendations made by the Committees to the Board of Directors were accepted by the Board, after due deliberations.

COMPANY''S POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Policy (''NRC Policy'') is in place laying down the role of Nomination and Remuneration Committee (NRC), criteria of appointment, qualifications, term/tenure etc. of Executive Directors & Independent Directors, annual performance evaluation, remuneration of Executive Directors, Non-Executive/Independent Directors, Key Managerial Personnel & Senior Management and criteria to determine qualifications, positive attributes & independence of Director.

The N RC policy is available on the Company''s website at www.timetechnoplast.com

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration of independence from all the Independent Directors as stipulated under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, confirming that they meet the criteria of independence, which has been duly assessed by the Board as part of their annual performance evaluation. Further, in terms of Regulation 25(8) of the SEBI Listing Regulations, Independent Directors have also confirmed that they are not aware of any circumstances or situations, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

The Independent Directors have confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

ANNUAL PERFORMANCE EVALUATION OF BOARD OF DIRECTORS

The annual evaluation of the performance of the Board for FY 2023-24 was carried out with due compliance of the provisions of the Act and Regulation 17(10) of the SEBI Listing Regulations. The evaluation of the Board, Board Committees, Chairman and Individual Directors was carried out through questionnaire in line with the Guidance Note on Board Evaluation issued by SEBI. The evaluation also covered specific criteria and the grounds on which all Directors in their individual capacity were evaluated including fulfillment of the independence criteria for Independent Directors as laid in the Companies Act, 2013 and the SEBI Listing Regulations.

The evaluation of the performance of the Board, its Committees, Chairman & Directors and suggestion emanating out of the performance evaluation exercise were reviewed by the Independent Directors at their separate meeting held on 12^th February, 2024. The Board evaluation outcome showcasing the strengths of the Board and areas of improvement in the processes and related issues for enhancing Board effectiveness were discussed by the Board. Overall, the Board expressed its satisfaction on the performance evaluation process as well as performance of all Directors, Committees and Board as a whole.

The evaluation indicates that the Board of Directors has an optimal mix of skills/expertise to function effectively. The mapping of board skills/expertise vis-a-vis individual Directors is outlined in Corporate Governance Report.

DISCLOSURE OF REMUNERATION

The information under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure - A to this Report.

CREDIT RATING

During the year, the Company has been rated by CRISIL, credit rating agencies for its banking facilities. The rating agency has issued long term issuer rating with AA-/Stable and short-term facilities with A1 . These ratings reflect your Company''s continued credit profile, liquidity position, strong corporate governance practices, liquid flexibility and financial policies.

AUDITORS

A. STATUTORY AUDITORS

The Company''s current Statutory Auditors, M/s. Shah & Taparia, Chartered Accountants, Mumbai (Firm Registration No. 109463W) and M/s. Shah Khandelwal Jain & Associates, Chartered Accountants, Pune (Firm Registration No. 142740W), were re-appointed as Joint Statutory Auditors during the 32^nd Annual General Meeting (AGM) for a term of two years, extending from the conclusion of the 32^nd AGM to the conclusion of the 34^th AGM. Having completed two terms as the Company''s Statutory Auditors, they are now subject to the rotation requirements mandated under the Act. Consequently, the Company proposes the appointment of M/s. Khandelwal Jain & Co., Chartered Accountants, Mumbai (Firm Registration No. 105049W), and M/s. K P M R & Co., Chartered Accountants, Mumbai (Firm Registration No. 104497W), as Joint Statutory Auditors for a first term of five (5) years. Their tenure would commence from the conclusion of the ensuing 34^th AGM and continue until the conclusion of the 39^th AG M to be held in the year 2029.

An item regarding the appointment of M/s. Khandelwal Jain & Co. and M/s. K P M R & Co. as Joint Statutory Auditors will be presented for Members'' approval at the ensuing AGM.

Detailed information about this proposed appointment is included in the AGM Notice. The Board recommends the appointment of Joint Statutory Auditors to the Members at the ensuing Annual General Meeting,

The Notes on the Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. There are no qualifications, reservations or adverse remarks in the Report of the Statutory Auditors for the financial year ended March 31, 2024. During the year under review, the Auditor has not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

B. COST AUDITOR

Pursuant to the provisions of Section 148 of the Act read with the Rules framed thereunder, the cost audit records maintained by the Company in respect of its manufacturing activities are required to be audited. M/s. Darshan Vora & Co., Cost Accountants carried out the cost audit for applicable businesses during the year.

Based on the recommendation of the Audit Committee, the Board of Directors have appointed M/s. Darshan Vora & Co., Cost Accountants as Cost Auditors for the financial year 2024-25. The Company has received a certificate from M/s. Darshan Vora & Co., confirming that they are not disqualified from being appointed as the Cost Auditors of the Company.

The remuneration payable to the Cost Auditors is required to be placed before the members in the general meeting for their ratification. Accordingly, a resolution seeking members'' ratification for the remuneration payable to M/s. Darshan Vora & Co., Cost Accountants, is included at Item No. 5 of the Notice of the ensuing AGM.

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and accordingly, such accounts and records are maintained.

C. SECRETARIAL AUDITOR

The Secretarial Audit Report issued by M/s. Arun Dash & Associates, Practicing Company Secretaries for the financial year ended March 31, 2024, in form MR-3 is annexed as Annexure - B to this Report. The Secretarial Auditor''s Report to the members does not contain any qualification or reservation which has any material adverse effect on the functioning of the Company.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read with SEBI Circulars issued in this regard, the Company has undertaken an audit for the financial year 2023-24 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by M/s. Arun Dash & Associates, Practicing Company Secretaries has been submitted to the Stock Exchanges within 60 days of the end of the Financial Year.

ANNUAL RETURN

As required under Section 92(3) of the Act, Annual Return for the financial year ended 31^st March, 2024 is hosted on the website of the Company at www.timetechnoplast.com

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures required to be given under Section 135 of the Act read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are provided in the Annual Report on CSR Activities for FY 2023-24, forming part of the Report as Annexure - C.

The CSR Policy of the Company is available on the Company''s website at www.timetechnoplast.com CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as per Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in Annexure - D to this Report.

EMPLOYEE STOCK OPTION SCHEME

• During the year under review, the Company allotted 7,82,316 equity shares of '' 1/- each to eligible employees who exercised their vested stock options under the ''Time Technoplast Limited - Employee Stock Option Plan 2017''.

• The Board of Directors at its meeting held on 12^th August, 2024 has proposed the below mentioned changes:-

a. The amendments to the existing Time Technoplast Limited Employee Stock Option Plan 2017 to align with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

b. To extend the Time Technoplast Limited Employee Stock Option Plan 2017 to employees of Joint Venture, Associate Companies, and Group Companies (both in India and overseas, present and future). This extension is in addition to the existing coverage, which already includes employees of the Company, its Subsidiaries, Step-down Subsidiaries, and its Holding Company (both in India and overseas, present and future).

The above changes are subject to the approval of the members at the ensuing Annual General Meeting.

In compliance with the SEBI (Share Based Employee Benefit and Sweat Equity) Regulations, 2021, the Secretarial Auditors of the Company have issued a certificate confirming that the Plan has been implemented in accordance with these Regulations and the resolution passed by the Company at the General Meeting.

As required by the SEBI (Share Based Employee Benefit and Sweat Equity) Regulations, 2021, the relevant disclosures as of March 31, 2024, have been uploaded on the Company''s website at www.timetechnoplast.com.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED

Details of investments made and/or loans or guarantees given and/or security provided, if any, are given in the notes to the Standalone and Consolidated financial statements which form part of the Annual Report.

DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and of the profit of the Company for the year ended March 31, 2024;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down an adequate system of internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

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

The Audit Committee comprises of three Directors viz. Mr. M. K. Wadhwa as the Chairman of the Committee, Mr. Sanjaya Kulkarni and Mr. Bharat Kumar Vageria, as the members of the Committee.

During the year under review all the recommendations of the Audit Committee were accepted by the Board. Details of the role and responsibilities of the Audit Committee, the particulars of meetings held and attendance of the Members at such Meetings are given in the Report on Corporate Governance, which forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Regulation 34(2) of the Listing Regulations, a Management Discussion and Analysis Report form part of this Report. The state of the affairs of the business along with the financial and operational developments has been discussed in detail in the Management Discussion and Analysis Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report for the year ended 31^st March, 2024, forms part of this Report.

CORPORATE GOVERNANCE REPORT

As required under Regulation 34 of the Listing Regulations, a Report on Corporate Governance along with a Certificate of Compliance from the Statutory Auditors forms part of this Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Company''s Whisle Blower Policy meets the requirement of the vigil mechanism framework prescribed under the Companies Act, 2013 and the SEBI Listing Regulations. Whistle Blower Policy aims to provide an appropriate platform and protection to all stakeholders to make protected disclosure of any actual or suspected incidents of unethical practices, violation of applicable laws and regulations including without limitation of Code of Practices and Procedures for Fair disclosure of Unpublished Price Sensitive Information (Fair Disclosure Code).

Whistle Blower Policy also provides for adequate safeguards against retaliation and victimization of the whistle blower. The investigation of complaints is carried out confidentially, impartially, timely and appropriate action initiated to ensure that requisite standards of integrity, professional and ethical conduct are maintained. All employees and Directors have access to Chairperson of the Audit Committee for any reporting. The Audit Committee reviews on a quarterly basis the status of the complaints received and actions taken.

The Whistle Blower Policy has been posted on the Website of the Company at www.timetechnoplast.com PREVENTION OF SEXUAL HARASSMENT POLICY

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Prevention of Sexual Harassment Act"), the Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Committee has been set up to redress complaints received regarding sexual harassment.

The Company is committed to providing a safe and conducive work environment to all of its employees. The Company periodically conducts sessions for women employees across the organization to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act.

Detailed disclosure required as per Section 21 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is as follows:

Number of complaints of Sexual harassment received in the year	Nil
Number of complaints disposed off during the year	Nil
Number of cases pending for more than ninety days	Nil
Number of workshops or awareness programme against sexual harassment carried out PAN India - all locations of the Company	35
Nature of action taken by the employer or district officer	NA

In terms of Regulation 21 of SEBI Listing Regulations, 2015 and Companies Act, 2013, the Company has formulated a risk management policy and put in place a mechanism to apprise the Board on risk assessment, minimization procedures and periodic review to ensure that executive management controls risk by means of a properly designed framework.

Your Company has also constituted a Risk Management Committee, details of which are disclosed in the Corporate Governance Report. As per the governance process described in the Policy, the Risk Management Committee reviews the risk identification, risk assessment and minimization procedures on a quarterly basis and updates the Audit Committee and the Board periodically.

CYBER SECURITY

In the endeavour to maintain a robust cyber security posture, your Company has remained abreast of emerging cyber security, so as to achieve higher compliance and continuity.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

a) Transfer of unclaimed dividend to IEPF

As required under Section 124 of the Act, the Unclaimed Dividend amount aggregating to '' 69,393/- lying with the Company for a period of seven years were transferred during the year 2023-24, to the Investor Education and Protection Fund (IEPF) established by the Central Government.

b) Transfer of shares to IEPF

As required under Section 124 of the Act, 1,044 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the Financial Year 2023-24. Details of shares transferred to IEPF have been uploaded on the Website of IEPF as well as the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors state that the Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has an Internal Control System in accordance with Section 134(5)(e) of the Act, commensurate with the size, scale and complexity of its operations. The Audit Committee comprising of professionally qualified Directors, interacts with the statutory auditor, internal auditors and the management in dealing with matters within its terms of reference.

The Company has a proper and adequate system of internal controls. These controls ensure transactions are authorized, recorded and reported correctly and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls within the meaning of the Act. An extensive program of internal audits and management reviews supplement the process of internal financial control framework. Documented policies, guidelines and procedures are in place for effective management of internal financial controls.

The internal financial control framework design ensures that financial and other records are reliable for preparing financial and other statements. In addition, the Company has identified and documented the key risks and controls for each process that has a

relationship to the financial operations and reporting. At regular intervals, internal teams test the identified key controls. The Internal auditors also perform an independent check of effectiveness of key controls in identified areas of internal financial control reporting. The Statutory Auditors'' Report includes a report on the internal financial controls over financial reporting.

In order to maintain objectivity and independence, Internal Auditor reports to the Chairperson of Audit Committee of the Board. The Audit Committee defines the scope and authority of the Internal Auditor. Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with the operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and necessary corrective actions are presented to the Audit Committee.

The Audit Committee and the Board are of the opinion that the Company has sound Internal Financial Control commensurate with the nature and size of its business operations and are operating effectively, and no material weakness exists during FY 2023-24.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there were no significant and material orders passed by regulators, courts or tribunals impacting the going concern status and the Company''s operations in future.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of its business. The Company considers people as its biggest assets and hence has put in concerted efforts in talent management and succession planning practices, strong performance management and learning, coupled with training initiatives to ensure that it consistently develops inspiring, strong and credible leadership. Apart from continued investment in skill and leadership development of its people, the Company has also focused on employee engagement initiatives and drives aimed at increasing the culture of innovation and collaboration across all strata of the workforce. These are discussed in detail in the Management Discussion and Analysis Report forming part of the Annual Report. The relations with the employees of the Company have continued to remain cordial.

ENVIRONMENT, HEALTH AND SAFETY

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

OTHER DISCLOSURES

a. There was no revision of financial statements and Board''s Report of the Company during the year under review;

b. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;

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

d. Neither the Managing Director & nor the Whole Time Directors of the Company receive any remuneration or commission from any of the subsidiary companies. Further the Company doesn''t have any Holding Company;

CAUTIONARY STATEMENT

Statements in this Board''s Report and Management Discussion and Analysis Report describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

Your Directors place on record their sincere thanks to the customers, vendors, investors, banks, financial institutions, regulatory authorities, stock exchanges and all other stakeholders for their continued co-operation and support.

Your Directors also acknowledge the support and co-operation from the Government of India, state governments and overseas government(s), their agencies and other regulatory authorities.

Your Directors also appreciate the commendable efforts, teamwork and professionalism of the employees of the Company.

FOR AND ON BEHALF OF THE BOARD FOR TIME TECHNOPLAST LIMITED

BHARAT KUMAR VAGERIA RAGHUPATHY THYAGARAJAN

Date: August 12, 2024 MANAGING DIRECTOR WHOLE TIME DIRECTOR

Place: Mumbai DIN: 00183629 DIN: 00183305

---

Mar 31, 2023

Your Directors are pleased to present the 33^rd Annual Report of Time Technoplast Limited ("the Company") along with the Audited Financial Statements for the Financial Year ended March 31, 2023.

FINANCIAL RESULTS:					(Rs. in Mn.)
	Particulars	Standalone		Consolidated
		2023	2022	2023	2022
	Revenue from Operations	22,425.04	20,314.89	42,894.43	36,498.40
ii.	Profit before Interest, Depreciation & Tax	3,113.40	2,830.21	5,808.74	5,087.60
iii.	Interest & Finance Cost	560.52	526.46	1,051.83	919.96
iv.	Depreciation	1,058.29	969.48	1,709.13	1,574.00
v.	Profit before Tax	1,494.59	1,334.27	3,047.78	2,593.65
vi.	Tax Expenses	382.40	342.32	810.11	671.61
vii.	Profit for the Year	1,112.19	991.95	2,237.67	1,922.04

STATE OF COMPANY''S AFFAIRS:Consolidated

Net Revenue from operations for the consolidated entity stood at ? 42,894.43 Mn., as against ? 36,498.40 Mn. in the previous year, (growth of 17.52 %). However, the Net Profit stood at ? 2,237.67 Mn. as compared to the previous year ? 1,922.04 Mn.

Standalone

Net Revenue from operations for the standalone entity stood at ? 22,425.04 Mn., as against ? 20,314.89 Mn. in the previous year, (growth of 10.39%). However, the Net Profit stood at ? 1,112.19 Mn. as compared to the previous year ? 991.95 Mn.

Detailed information on the operations of the different business segments of the Company are covered in the Management Discussion and Analysis Report, which forms part of the Annual Report.

DIVIDEND

The Board of Directors has recommended a Dividend of ? 1.25 (125%) per share (previous year ? 1 per share) on Face Value of ? 1 each for the Financial Year ended March 31, 2023. The Final Dividend entails cash outflow of ? 282.68 Mn (previous year ? 226.15 Mn). Dividend is subject to approval of members at the ensuing annual general meeting and shall be subject to deduction of income tax at source.

Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Board of Directors formulated and adopted the Dividend Distribution Policy. The Policy is available on the website of the Company and can be accessed at www.timetechnoplast.com/pdf/shareholder-centre/policies/TTL-Dividend-Distribution Policy.pdf

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to the reserves for the year under review.

SHARE CAPITAL

The Paid up Equity Share Capital of the Company as on March 31, 2023 was ? 226,146,750 comprising of 226,146,750 equity shares of face value of ? 1 each. During the year under review, your Company has neither issued any shares with differential voting rights nor has granted any stock options.

The equity shares of the Company continue to remain listed on BSE Limited and National Stock Exchange of India Limited (collectively "Stock Exchanges"). The listing fees for financial year 2023-24 have been paid to the Stock Exchanges.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31^st March, 2023, the Company has below mentioned subsidiaries and associate Companies:

	Sr No.	Name of the Company	Country	Relation	% of shares held
	1	TPL Plastech Limited	India	Subsidiary	74.86
	2	NED Energy Limited	India	Subsidiary	97.04
	3	Elan Incorporated FZE	Sharjah (UAE)	Subsidiary	100.00
	4	Kompozit Praha S R O	Czech Republic	Subsidiary	96.20
	5	Ikon Investment Holdings Limited	Mauritius	Subsidiary	100.00
	6	GNXT Investment Holdings Pte. Ltd.	Singapore	Subsidiary	100.00
	7	Schoeller Allibert Time Materials Handling Solutions Limited	India	Subsidiary	100.00
	8	Schoeller Allibert Time Holding Pte. Ltd.	Singapore	Subsidiary	50.10
	9	Time Mauser Industries Private Limited	India	Joint Venture	49.00

The Company''s policy for determining material subsidiaries, as amended from time to time, approved by the Board, is uploaded on the Company''s website at https://www.timetechnoplast.com/pdf/shareholder-centre/policies/policy-for-determining-material-subsidiaries.pdf

FINANCIAL PERFORMANCE

A separate statement containing the salient features of financial statements of subsidiaries, associates, joint venture companies of the Company in the prescribed Form AOC-1 forms a part of Consolidated Financial Statements ("CFS") in compliance with Section 129(3) and other applicable provisions, if any, of the Act read with Rules.

COSOLIDATED FINANCIAL STATEMENTS

The Directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiary, associate and joint venture prepared in compliance with the Act, applicable Accounting Standards and the SEBI Listing Regulations and they form part of this Report.

Pursuant to Section 136 of the Companies Act, 2013 the Audited Financial Statements, including the consolidated financial statements & related information of the Company & Audited Accounts of its Subsidiaries Companies are available on the website www.timetechnoplast.com. These documents will also be available for inspection during business hours at the Corporate Office of the Company on all the working days upto the date of the Annual General Meeting (AGM). Any member desirous of obtaining a copy of the said financial statement may write to the Company Secretary at the Corporate Office of the company.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transactions which is also available on the Company''s website at www.timetechnoplast.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties.

All related party transactions are placed before the Audit Committee for review and approval. Pursuant to the provisions of the Act and SEBI Listing Regulations with respect to omnibus approval, prior omnibus approval is obtained for related party transactions on a yearly basis for transactions which are of repetitive nature and entered in the ordinary course of business and are at arm''s length. Transactions entered into pursuant to omnibus approval are verified and a statement giving details of all related party transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

All transactions entered with related parties for the year under review were in ordinary course of business and at arm''s length basis. No Material related party transactions, i.e. transactions exceeding ? 1,000 crores or 10% of the annual

consolidated turnover as per the last audited financial statement, were entered during the year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large.

All related party transactions are mentioned in the notes to the accounts. The Directors draw attention of the members to Note No. 35 to the standalone financial statements which set out related party disclosure.

DIRECTORS AND KEY MANAGERIAL PERSONNELA) DIRECTORS

The Board of Directors on the recommendation of Nomination and Remuneration Committee approved the appointment of Mr. Sanjeev Sharma as the Whole Time Director of the Company at its meeting held on November 12, 2022, for a period of 3 (three) years from November 12, 2022 upto November 11, 2025, members have ratified his appointment as Whole Time Director through Postal Ballot on February 04, 2023.

In accordance with the provisions of Section 152 of the Act and the Company''s Articles of Association, Mr. Raghupathy Thyagarajan (DIN: 00183305) is liable to retire by rotation at the forthcoming AGM and being eligible offers himself for re-appointment.

The Board recommends re-appointment of Mr. Raghupathy Thyagarajan for the consideration of the Members of the Company at the forthcoming AGM. The relevant details including profile of Mr. Raghupathy Thyagarajan is included separately in the Notice of AGM.

As on the date of this Report, the Company''s Board comprises of nine (9) Directors, out of which, four (4) are NonExecutive Independent Directors including one (1) Woman Director. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations and also with the provisions of the Act.

B) INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations under Section 149(7) of the Act that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) and other applicable provisions of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. In the opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1)(b) and other applicable provisions of the SEBI Listing Regulations.

The terms and conditions of appointment of the Independent Directors are placed on the website of the Company at www.timetechnoplast.com.

In compliance with the requirement of SEBI Listing Regulations, the Company has put in place a familiarisation programme for the independent directors to familiarise them with their role, rights and responsibility as directors, the working of the Company, nature of the industry in which the Company operates, business model, etc. The details of familiarisation programme are explained in the Corporate Governance Report and the same are also available on the website of the Company at www.timetechnoplast.com.

C) KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Sections 2(51) and 203 of the Act, read with the Rules framed thereunder, the following are the Key Managerial Personnel of the Company:

- Mr. Bharat Kumar Vageria, Managing Director & CFO

- Mr. Naveen Kumar Jain, Whole Time Director

- Mr. Raghupathy Thyagarajan, Whole Time Director

- Mr. Sanjeev Sharma, Whole Time Director

- Mr. Manoj Kumar Mewara, Sr. VP Finance & Company Secretary

D) COMMITTEES OF THE BOARD

The Company has Seven Board Committees as on March 31, 2023:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship Committee

4) Risk Management Committee

5) Corporate Social Responsibility Committee

6) Committee of Directors

7) Compensation Committee

During the year, all recommendations made by the committees were approved by the Board.

Details of all the committees along with their main terms, composition and meetings held during the year under review are provided in the Report on Corporate Governance, a part of this Annual Report.

E) NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel, Senior Management and other employees of the Company ("Policy"). The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Nonexecutive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The Policy also provides the criteria for determining qualifications, positive attributes and independence of Director and criteria for appointment of Key Managerial Personnel/Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors whilst taking a decision on the potential candidates.

The salient features of the Nomination and Remuneration Policy of the Company are outlined in the Corporate Governance Report which forms part of this Annual Report. The Policy is also available on the website of the Company at www.timetechnoplast.com

F) PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors. The manner in which the evaluation was conducted by the Company and evaluation criteria has been explained in the Corporate Governance Report which forms part of this Annual Report.

The Board of Directors has expressed its satisfaction with the evaluation process.

G) NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met five (5) times during the previous financial year on 28^th May, 2022, 13^th August, 2022, 12^th November, 2022, 03^rd January, 2023 and 14^th February 2023. The particulars of attendance of the Directors at the said meetings are detailed in the Corporate Governance Report of the Company, which forms a part of this Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

H) REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the Listing Regulations. Further details on the same are given in the Corporate Governance Report which forms part of this Annual Report.

AUDITORSA) STATUTORY AUDITORS

Members of the Company at the AGM held on 28^th September, 2022, approved the appointment of M/s. Shah & Taparia, Chartered Accountants, Mumbai (Firm Registration No. 109463W) and M/s. Shah Khandelwal Jain & Associates, Chartered Accountants, Pune (Firm Registration No. 142740W), as the Joint Statutory Auditors of the Company for a second term of two years to hold office from the conclusion of the 32^nd Annual General Meeting till the conclusion of 34^th Annual General Meeting.

Further the remuneration to be paid to Joint Statutory Auditors shall be mutually agreed between the Board of Directors and the Statutory Auditors, from time to time.

AUDITORS'' REPORT

The notes on the Audited Financial Statements referred to in the Auditor''s Report are self explanatory and hence do not call for any further comments.

The Auditor''s Report does not contain any qualifications, reservations, adverse remarks or disclaimer.

B) COST AUDITOR

Pursuant to the provisions of Section 148 of the Act read with the Rules framed thereunder, the cost audit records maintained by the Company in respect of its manufacturing activities are required to be audited. Darshan Vora & Co., Cost Accountants carried out the cost audit for applicable businesses during the year.

Based on the recommendation of the Audit Committee, the Board of Directors have appointed Darshan Vora & Co., Cost Accountants as Cost Auditors for the financial year 2023-24. The Company has received a certificate from Darshan Vora & Co., confirming that they are not disqualified from being appointed as the Cost Auditors of the Company.

The remuneration payable to the Cost Auditors is required to be placed before the members in the general meeting for their ratification. Accordingly, a resolution seeking members'' ratification for the remuneration payable to Darshan Vora & Co., Cost Accountants, is included at Item No. 4 of the Notice of the ensuing AGM.

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and accordingly, such accounts and records are maintained.

C) SECRETARIAL AUDITOR

The Board had appointed Arun Dash & Associates, Practicing Company Secretaries (Membership No. F9765 & C P No. 9309) as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023, as per the provisions of Section 204 of the Act read with Rules framed thereunder. The Secretarial Audit Report in Form MR-3 is given as Annexure - B and forms part of this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read with SEBI Circulars issued in this regard, the Company has undertaken an audit for the financial year 2022-23 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Arun Dash & Associates, Practicing Company Secretaries (Membership No. F9765 & C P No. 9309) has been submitted to the Stock Exchanges within 60 days of the end of the Financial Year.

ANNUAL RETURN

The Annual Return of the Company as on 31^st March, 2023 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.timetechnoplast.com

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - D.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as Annexure - A.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section 136 of the Companies Act, 2013 the Report and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid information which is available for inspection by the Members at the Corporate Office of the Company during business hours on working days of the Company and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

PARTICULARS OF EMPLOYEES STOCK OPTION SCHEME (ESOP)

The Stock Options have been granted to the employees under ESOP-2017. The said scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 as amended from time to time (SEBI Regulations). The details and disclosures with respect to ESOP as required under SEBI Regulations are provided on the website of the Company at www.timetechnoplast.com.

LOANS, GUARANTEES & INVESTMENTS

Pursuant to the provisions of Section 186 of the Act and the rules framed thereunder, the particulars of the loans given, investments made or guarantees given or security provided are given in the Notes to the standalone financial statements.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits covered under Chapter V of the Act. Accordingly, no disclosure or reporting is required in respect of details relating to deposits.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that:

a) in the preparation of the Annual Accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

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

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

AUDIT COMMITTEE

The Audit Committee comprises of three Directors viz. Mr. M. K. Wadhwa as the Chairman of the Committee, Mr. Sanjaya Kulkarni and Mr. Bharat Kumar Vageria, as the members of the Committee.

During the year under review all the recommendations of the Audit Committee were accepted by the Board. Details of the role and responsibilities of the Audit Committee, the particulars of meetings held and attendance of the Members at such Meetings are given in the Report on Corporate Governance, which forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In line with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a CSR Committee and adopted a CSR Policy based on the recommendation of the CSR Committee. The CSR Policy of the Company is available on the Company website at www.timetechnoplast.com

The composition of the CSR Committee is disclosed in the Corporate Governance Report which forms part of this Annual Report. The report on CSR activities undertaken during the year by the Company in accordance to the Companies (Corporate Social Responsibility) Rules, 2014 is annexed to this Report at Annexure - C.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate Section forming part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Regulation 34(2) of the SEBI Listing Regulations, inter-alia, provides that the Annual Report of the top 1000 listed entities based on market capitalisation (calculated as on March 31 of every financial year), shall include a Business Responsibility and Sustainability Report ("BRSR").

The Company, being one of such top 1000 listed entities, has included BRSR for financial year 2022-23, as part of this Annual Report, describing initiatives taken from an environmental, social and governance perspective.

CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance has been fundamental to the business of the Company since its inception.

As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on corporate governance practices followed by the Company, together with the declarations/certifications forms an integral part of this Corporate Governance Reporting.

VIGIL MECHANISM/WHISTLE BLOWER''S POLICY

The Company believes in conducting its affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. In order to achieve the same, the Company has formulated a Whistle Blowers'' Policy to provide a secure environment and to encourage all employees and Directors of the Company to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct. The Policy provides for adequate safeguards against victimization of employees, who avail of the mechanism and provides to employees'' direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the Website of the Company at www.timetechnoplast.com

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Prevention of Sexual Harassment Act"), the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace and an Internal Complaints Committees has also been set up to redress any such complaints received.

The Company is committed to providing a safe and conducive work environment to all of its employees. The Company periodically conducts sessions for women employees across the organization to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act.

Detailed disclosure required as per Section 21 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 is as follows:

	Number of complaints of Sexual harassment received in the year	Nil
	Number of complaints disposed off during the year	Nil
	Number of cases pending for more than ninety days	Nil
	Number of workshops or awareness programme against sexual harassment carried out	3
	Nature of action taken by the employer or district officer	NA

RISK MANAGEMENT POLICY

The Company recognizes that the emerging and identified risks need to be managed and mitigated to -

* Protect its shareholders and other Stakeholders'' interest

* Achieve its business objectives

* Enable sustain able growth

Pursuant to the requirement of Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013, the Company has a Risk Management Framework in place. The committee ensures that:

* Identified risks are taken prudently so as to plan for the best and be prepared for the worst

* Execution of decided strategies and plan with focus on action

* Unidentified risks like performance, incident, process and transaction risks are avoided, mitigated, transferred (like in insurance) or shared (like through sub-contracting). The probability or impact thereof is reduced through tactical and executive management, policies, processes, inbuilt systems controls, MIS, internal audit reviews etc.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)a) Transfer of unclaimed dividend to IEPF

As required under Section 124 of the Act, the Unclaimed Dividend amount aggregating to ? 62,280/- lying with the Company for a period of seven years were transferred during the year 2022-23, to the Investor Education and Protection Fund (IEPF) established by the Central Government.

b) Transfer of shares to IEPF

As required under Section 124 of the Act, 730 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the Financial Year 2022-23. Details of shares transferred to IEPF have been uploaded on the website of IEPF as well as the Company.

MATERIAL CHANGES AND COMMITMENT - IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT

There has been no material change and commitment, affecting the financial performance of the Company which occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.

REPORTING OF FRAUDS

There was no instance of fraud reported during the year under review, which required the Statutory Auditors, Cost Auditor or Secretarial Auditor to report the same to the Audit Committee of the Company under Section 143(12) of Act and Rules framed thereunder.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

INTERNAL FINANCIAL CONTROLS

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and cover all offices, factories and key business areas. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems.

Based on the report of the Statutory Auditors, the internal financial controls with reference to the financial statements were adequate and operating effectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there have not been any significant or material orders passed by the Regulators/Courts/ Tribunals which will impact the going concern status and operations of the Company in future.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of its business. The Company considers people as its biggest assets and hence has put in concerted efforts in talent management and succession planning practices, strong performance management and learning, coupled with training initiatives to ensure that it consistently develops inspiring, strong and credible leadership. Apart from continued investment in skill and leadership development of its people, the Company has also focused on employee engagement initiatives and drives aimed at increasing the culture of innovation and collaboration across all strata of the workforce. These are discussed in detail in the Management Discussion and Analysis Report forming part of the Annual Report.

The relations with the employees of the Company have continued to remain cordial.

ENVIRONMENT, HEALTH AND SAFETY

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

OTHER DISCLOSURES

a. There was no revision of financial statements and Boards'' Report of the Company during the year under review;

b. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;

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

d. Neither the Managing Director nor the Whole Time Directors of the Company receive any remuneration or commission from any of the subsidiary companies. Further the Company doesn''t have any Holding Company;

CAUTIONARY STATEMENT

Statements in this Boards'' Report and Management Discussion and Analysis Report describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

ACKNOWLEDGEMENTS

The Directors express their deep sense of gratitude to all employees of the various divisions for their commitment and dedicated efforts. The Directors also record their appreciation for the support and co-operation received from Banks, Financial Institutions, Government Departments and all other stakeholders. Last but not the least, the Directors wish to thank all shareholders for their continued support.

FOR AND ON BEHALF OF THE BOARD FOR TIME TECHNOPLAST LIMITEDBHARAT KUMAR VAGERIA RAGHUPATHY THYAGARAJANDate: May 29, 2023 MANAGING DIRECTOR WHOLE TIME DIRECTOR

Place: Mumbai DIN: 00183629 DIN: 00183305

---

Mar 31, 2018

To

The Members,

The Directors are pleased to present their Report on your Company’s business operations along with the Audited Statement of Accounts for the financial year ended March 31, 2018.

FINANCIAL RESULTS:

(Rs. in Mn.)

Particulars		Standalone		Consolidated
		2018	2017	2018	2017
1.	Revenue from Operations	18076.88	15961.44	31027.42	27546.12
2.	Profit before Interest, Depreciation & Tax	2930.00	2492.70	4752.21	4064.61
3.	Interest & Finance Cost	542.22	559.51	875.38	901.09
4.	Depreciation	851.95	663.75	1372.48	1154.98
5.	Profit before Tax	1535.82	1269.43	2504.34	2008.53
6.	Tax Expenses	402.90	320.46	651.59	494.10
7.	Profit for the Year	1132.92	948.97	1852.76	1514.43

THE YEAR UNDER REVIEW:

Consolidated

Net Revenue from operations for the consolidated entity increased to Rs.31027.42 Mn, as against Rs.27546.12 Mn in the previous year, registered growth of 12.64%. The Net Profit stood at Rs.1852.76 Mn as compared to the previous year Rs.1514.43 Mn showing an increase 22.34%

Standalone:

Net Revenue from operations for the standalone entity increased to Rs.18076.88 Mn, as against Rs.15961.44 Mn in the previous year, registered a growth of 13.25%. The Net Profit stood at Rs.1132.92 Mn as compared to the previous year Rs.948.97 Mn showing increase of 19.38%.

Dividend:

Your Directors are pleased to recommend 80 % Dividend (being Rs.0.80 per share) (Previous Year: 65% - final) on 226,146,750 Equity Shares of Rs.1/- each, subject to the approval by the Shareholders and this will absorb about Rs.218.11 Mn including dividend tax and surcharge thereon. (Previous Year Rs.173.34 Mn)

SHARE CAPITAL:

Company have 226,146,750 equity shares of Rs.1/- each. There were no further issue during the year.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

A separate statement containing the salient features of financial statements of all subsidiaries of the Company forms a part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. In accordance with Section 136 of the Companies Act, 2013, the financial statements of the subsidiary and associate companies are available for inspection by the members at the corporate office of the Company during normal business hours on all the working days upto the date of the Annual General Meeting (AGM).

Pursuant to Section 136 of the Companies Act, 2013 (“the Act”), the Company is exempted from attaching to its Annual Report, the Annual Report of the Subsidiary Companies. The Company shall provide the copy of the financial statement of its subsidiary companies to the shareholders upon their request.

The Company’s policy on material subsidiaries, as approved by the Board, is uploaded on the Company’s website at the link: https://www.timetechnoplast.com/investor-center/shareholder-center/policies/

RELATED PARTY TRANSACTIONS:

All related party transactions entered into during FY 2017-18 were on an arm’s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act’) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’). Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations. All transactions with related parties were reviewed and approved by the Audit Committee.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on the Company’s website.

The details of the transactions with related parties are provided in the accompanying financial statements.

DIRECTORS:

A) RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company’s Articles of Association, Mr. Anil Jain (DIN- 00183364), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re- appointment for your approval.

The aforesaid re-appointment with a brief profile and other related information of Mr. Anil Jain forms part of the Notice convening the Annual General Meeting and the Directors recommend the said re-appointment for your approval.

B) INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors of the Company confirming that they fulfill the criteria of independence specified in Section 149 (6) of the Companies Act, 2013 and under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Terms and conditions of appointment of Independent Directors are placed on the website of the Company.

C) NOMINATION AND REMUNERATION POLICY:

The Company has adopted a Policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Companies Act, 2013. The remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration policy of the Company.

D) BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.

Independent Directors also reviewed the performance of non-independent Directors and the Board as a whole in line with the Company’s policy on Board Evaluation.

E) NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met four (4) times during the previous financial year on 27^th May, 2017, 11^th August, 2017, 13^th November, 2017, and 14^th February, 2018. The particulars of attendance of the Directors at the said meetings are detailed in the Corporate Governance Report of the Company, which forms a part of this Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

AUDITORS:

A) STATUTORY AUDITOR:

M/s. Shah & Taparia, Chartered Accountants, Mumbai (Firm’s Regn No. 109463W) and M/s. Shah Khandelwal Jain & Associates, Chartered Accountants, Mumbai (Firm’s Regn No. 142740W) have been the Joint Statutory Auditors of the Company for the period of five years upto the Conclusion of the AGM to be held for year 2021-2022, Subject to ratification by members at every Annual General Meeting of the Company. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company.

B) COST AUDITOR:

The Board had appointed Darshan Vora & Co., Cost Accountant, Mumbai (Firm Registration No. 103886) for conducting the audit of Cost Accounting Records maintained by the Company for the Financial year ended 31^st March ,2018.

The Board of Directors on recommendation of the Audit Committee, appointed Darshan Vora & Co., Cost Accountant, Mumbai (Firm Registration No. 103886) as the Cost Auditors of the Company to conduct the Audit of the Cost Accounting Records maintained by the Company for the Financial Year commencing from 1^st April 2018 under section 148 of the Companies Act, 2013.

The Cost Auditors have confirmed that their appointment is within the limits of section 141(3) (g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under section 141(3) and proviso to section 148(3) read with section 141(4) of the Companies Act, 2013.

The Audit Committee has also received a Certificate from the Cost Auditor certifying their independence and Arm’s Length Relationship with the Company.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in the ensuing Annual General Meeting for their ratification. Accordingly, a Resolution seeking Members’ ratification for the remuneration payable to Darshan Vora & Co., Cost Accountant, Mumbai is included in the Notice convening the Annual General Meeting.

C) SECRETARIAL AUDITOR:

In accordance to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Arun Dash & Associates, Practicing Company Secretaries (Membership No. ACS18701 & C P No. 9309) to conduct Secretarial Audit for the financial year 2017-18. The Report of the Secretarial Auditor is annexed hereto as Annexure B. The said Report does not contain any qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return as provided under sub-section (3) of section 92 of the Companies Act, 2013 (‘the Act’) in prescribed Form MGT-9 is enclosed as Annexure A to this report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure D.

PARTICULARS OF EMPLOYEES:

Information pursuant to Section 197 of the Companies Act 2013 and Rule 5(1) & (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure E and forms part of this Report.

PARTICULARS OF EMPLOYEES STOCK OPTION SCHEME (ESOS)

The Stock Options have been granted to the employees under ESOP -2017. The said schemes are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 as amended from time to time (SEBI Regulations). The details and disclosures with respect to ESOS/ ESPS as required under SEBI Regulations are provided on the website of the Company and web link for the same is http://www.timetechnoplast.com

LOANS, GUARANTEES & INVESTMENTS:

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

PUBLIC DEPOSITS:

The Company has not accepted any deposit from the Public during the year under review, under the provisions of the Companies Act, 2013 and the rules framed thereunder.

DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors hereby confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that the Directors have prepared the annual accounts on a going concern basis.

e) that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

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

AUDIT COMMITTEE COMPOSITION:

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms a part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES:

The Company has constituted a CSR Committee and adopted a CSR Policy pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, based on the recommendations of the CSR Committee. The CSR Policy is available on the website of the Company.

The composition of the CSR Committee is disclosed in the Corporate Governance Report which forms part of this Annual Report. The report on CSR activities undertaken by the Company in accordance to the Companies (Corporate Social Responsibility) Rules, 2014 is annexed to this Report at Annexure C.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate Section forming part of this Annual Report.

CORPORATE GOVERNANCE:

The Company’s philosophy is based on the values of transparency, customer satisfaction, integrity, professionalism and accountability. The Company adheres to corporate culture of integrity and consciousness. Corporate Governance is a journey for constantly improving sustainable value creation.

As required under the provisions of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate report on Corporate Governance forms part of this Annual Report, together with a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance.

VIGIL MECHANISM-WHISTLE BLOWER’S POLICY:

The Company believes in conducting its affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. In order to achieve the same, the Company has formulated a Whistle Blowers’ Policy to provide a secure environment and to encourage all employees and Directors of the Company, shareholders, customers, vendors and/or third party intermediaries to report unethical, unlawful or improper practices, acts or activities in the Company and to prohibit managerial personnel from taking any adverse action against those employees who report such practices in good faith. The Policy has been uploaded on the website of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace. Detailed disclosure required as per Section 21 of the Sexual Harassment of Women at Workplace (Prevention and Redressal) Act 2013.

During the year under review, no cases filed pursuant to Sexual harassment of women at workplace.

RISK MANAGEMENT POLICY:

The Company is committed to high standards of business conduct and good risk management to:

- Protect the Company’s assets

- Safeguard shareholder investment

- Avoid major surprises relating to overall control environment

- Achieve sustainable business growth

- Ensure compliance with applicable legal and regulatory requirements.

The Board has adopted a policy on risk management to mitigate inherent risks and help accomplish the growth plans of the Company. Accordingly, various potential risks relevant to the Company has been identified by the Audit Committee. The Board reviews the same periodically and suggests measures to mitigate and control these risks.

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR & THE DATE OF REPORT:

There have not been any material changes/commitments affecting the financial position of the Company from the end of the financial year till the date of this Report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Board of Directors has adopted a policy on Internal Financial Controls to ensure orderly and efficient conduct of the business of the Company including the Company’s policies. The said Policy is adequate and is operating effectively.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY’S OPERATIONS IN FUTURE:

During the year under review, there have not been any significant and material orders passed by the Regulators/Courts/ Tribunals which will impact the going concern status and operations of the Company in future.

ACKNOWLEDGEMENTS:

The Directors express their appreciation to all employees of the various divisions for their diligence and contribution to performance. The Directors also record their appreciation for the support and co-operation received from Banks, Financial Institutions, Government Departments and all other stakeholders. Last but not the least, the Directors wish to thank all shareholders for their continued support.

FOR AND ON BEHALF OF THE BOARD

ANIL JAIN BHARAT VAGERIA

DATE: 24^th May, 2018 MANAGING DIRECTOR DIRECTOR- FINANCE

PLACE: MUMBAI DIN-00183364 DIN- 00183629

---

Mar 31, 2017

To

The Members,

The Directors are pleased to present their Report on your Company''s business operations along with the Audited Statement of Accounts for the financial year ended March 31, 2017.

FINANCIAL RESULTS:

(Rs,in Mn.)

Particulars		Standalone		Consolidated
		2017	2016	2017	2016
1.	Revenue from Operations	15961.44	13670.34	27546.12	24227.39
2.	Profit before Interest, Depreciation & Tax	2492.70	2468.98	4064.61	3499.61
3.	Interest & Finance Cost	559.51	620.69	901.09	962.27
4.	Depreciation	663.75	548.48	1154.98	988.34
5.	Profit before Tax	1269.43	1299.81	2008.53	1548.99
6.	Tax Expenses	320.46	309.62	494.10	325.54
7.	PAT Before Extraordinary item/ Discontinued operations	948.97	650.43	1471.02	1186.03
8.	PAT After Extraordinary item/ Discontinued operations	948.97	990.19	1471.02	1381.29

THE YEAR UNDER REVIEW:

Consolidated

Net Revenue from operations for the consolidated entity increased to Rs, 27546.12 Mn, as against Rs, 24227.39 Mn in the previous year, registered growth of 13.69%. The Net Profit stood at Rs, 1471.02 Mn as compared to the previous year Rs, 1186.03 Mn showing an increase of 24.03%.

Standalone:

Net Revenue from operations for the standalone entity increased to Rs, 15961.44 Mn, as against Rs, 13670.34 Mn in the previous year, registered a growth of 16.76%. The Net Profit stood at Rs, 948.97 Mn as compared to the previous year Rs, 650.43 Mn showing increase of 45.90%.

Dividend:

Your Directors are pleased to recommend 65% Dividend (being Rs, 0.65 per share) (Previous Year : 55% - final) on 226,146,750 Equity Shares of Rs, 1/- each, subject to the approval by the Shareholders and this will absorb about 176.92 Mn including dividend tax and surcharge thereon (Previous year : Rs, 139.09 Mn).

SHARE CAPITAL:

Issue of Equity Shares on Preferential basis to Non-Promoter:

During the year under review, the Company has allotted 16,029,000 Equity shares of Re. 1 each for cash at a price of Rs, 93.58/- per Issue Share aggregating up to Rs, 149,99,93,820/-, including premium of Rs, 92.58/- per Issue Share on a preferential basis to NTAsian Discovery India Fund (Non-Promoter - Foreign Bodies Corporate).

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

A separate statement containing the salient features of financial statements of all subsidiaries of the Company forms a part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. In accordance with Section 136 of the Companies Act, 2013, the financial statements of the subsidiary, Joint Venture and associate companies are available for inspection by the members at the corporate office of the Company during normal business hours on all the working days up to the date of the Annual General Meeting (AGM).

Pursuant to Section 136 of the Companies Act, 2013 ("the Act”), the Company is exempted from attaching to its Annual Report, the Annual Report of the Subsidiary Companies. The Company shall provide the copy of the financial statement of its subsidiary companies to the shareholders upon their request.

The Company''s policy on material subsidiaries, as approved by the Board, is uploaded on the Company''s website at the link:

http://www.timetechnoplast.com/pdf/Policy-on-Policy-for-Determining-Material-Subsidiaries.pdf

RELATED PARTY TRANSACTIONS:

All related party transactions entered into during FY 2016-17 were on an arm''s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (''the Act'') and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''). Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations. All transactions with related parties were reviewed and approved by the Audit Committee.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on the Company''s website. There are no transactions to be reported in Form AOC-2.

The details of the transactions with related parties are provided in the accompanying financial statements.

EXTRAORDINARY GENERAL MEETING (EGM):

During the year under review, EGM of the Company was held on Saturday, 7^th January, 2017 at 12.30 PM at Hotel Mirasol, Kadaiya Village, Daman (U.T.) - 396210. Members of the Company have passed the Special Resolution for further issue of equity shares on Preferential Basis to Non-Promoter.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY

For administrative convince, Company has shifted its registered office within Daman at 101, 1^st Floor , Centre Point, Somnath Daman Road, Somnath, Dabhel, Nani Daman, Daman UT - 396210.

DIRECTORS:

A) RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Mr. Naveen Jain (DIN- 00183948), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re- appointment for your approval.

The aforesaid re-appointment with a brief profile and other related information of Mr. Naveen Jain forms part of the Notice convening the Annual General Meeting and the Directors recommend the said re-appointment for your approval.

B) INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors of the Company confirming that they fulfill the criteria of independence specified in Section 149 (6) of the Companies Act, 2013 and under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Terms and conditions of appointment of Independent Directors are placed on the website of the Company.

C) NOMINATION AND REMUNERATION POLICY:

The Company has adopted a Policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Companies Act, 2013. The remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration policy of the Company.

D) BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.

Independent Directors also reviewed the performance of non-independent Directors and the Board as a whole in line with the Company''s policy on Board Evaluation.

E) NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met five (5) times during the previous financial year on 28^th May, 2016, 11^th August, 2016, 12^th November, 2016, 13^th December, 2016 and 11^th February, 2017. The particulars of attendance of the Directors at the said meetings are detailed in the Corporate Governance Report of the Company, which forms a part of this Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

AUDITORS:

A) STATUTORY AUDITOR:

M/s. Raman S. Shah & Associates, Chartered Accountants, Mumbai (Firm''s Regn No. 119891W), have been the Statutory Auditor from the inception of the Company. M/s. Raman S. Shah & Associates were appointed as Statutory Auditors of the Company for the period of three years, up to the conclusion of this ensuing AGM, in accordance with Section 139 and other applicable provisions, If any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) therefore for the time being in force).

The Board places on records, its appreciation for the Contribution of M/s. Raman S. Shah & Associates, Chartered Accountants, during their tenure as a Statutory Auditor of the Company.

The Auditors'' Report for the year ended March 31, 2017 does not contain any qualification, reservation or adverse remark. The Board of Directors of the Company has appointed Shah & Taparia and Shah Khandelwal Jain & Associates, Chartered Accountants, as Joint Statutory Auditors of the Company for the period of five years subject to approval of the members in this ensuing AGM, in place of the existing Statutory Auditors Raman S. Shah & Associates, in compliance with mandatory rotation of Statutory Auditors as per the provisions of Section 139 of the Companies Act, 2013.

The Company has received written consent(s) and the certificate(s) of eligibility in accordance with Section 139, 141 and other applicable provisions.

B) COST AUDITOR:

The Board had appointed Darshan Vora & Co., Cost Accountant, Mumbai (Firm Registration No. 103886) for conducting the audit of Cost Accounting Records maintained by the Company for the Financial year ended 31^st March ,2017.

The Board of Directors on recommendation of the Audit Committee, reappointed Darshan Vora & Co., Cost Accountant, Mumbai (Firm Registration No. 103886) as the Cost Auditors of the Company to conduct the Audit of the Cost Accounting Records maintained by the Company for the Financial Year commencing from 1^st April 2017 under section 148 of the Companies Act, 2013.

The Cost Auditors have confirmed that their appointment is within the limits of section 141(3) (g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under section 141(3) and proviso to section 148(3) read with section 141(4) of the Companies Act, 2013.

The Audit Committee has also received a Certificate from the Cost Auditor certifying their independence and Arm''s Length Relationship with the Company.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in the ensuing Annual General Meeting for their ratification. Accordingly, a Resolution seeking Members'' ratification for the remuneration payable to Darshan Vora & Co., Cost Accountant, Mumbai is included in the Notice convening the Annual General Meeting.

C) SECRETARIAL AUDITOR:

In accordance to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Arun Dash & Associates, Practicing Company Secretaries (Membership No. 18701 & C P No. 9309) to conduct Secretarial Audit for the financial year 2016-17. The Report of the Secretarial Auditor is annexed hereto as Annexure B. The said Report does not contain any qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return as provided under sub-section (3) of section 92 of the Companies Act, 2013 (''the Act'') in prescribed Form MGT-9 is enclosed as Annexure A to this report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure D.

PARTICULARS OF EMPLOYEES:

Information pursuant to Section 197 of the Companies Act 2013 and Rule 5(1) & (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure E and forms part of this Report. LOANS, GUARANTEES & INVESTMENTS:

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

PUBLIC DEPOSITS:

The Company has not accepted any deposit from the Public during the year under review, under the provisions of the Companies Act, 2013 and the rules framed there under.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors hereby confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that the Directors have prepared the annual accounts on a going concern basis.

e) that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

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

AUDIT COMMITTEE COMPOSITION:

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms a part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES:

The Company has constituted a CSR Committee and adopted a CSR Policy pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, based on the recommendations of the CSR Committee. The CSR Policy is available on the website of the Company.

The composition of the CSR Committee is disclosed in the Corporate Governance Report which forms part of this Annual Report. The report on CSR activities undertaken by the Company in accordance to the Companies (Corporate Social Responsibility) Rules, 2014 is annexed to this Report at Annexure C.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate Section forming part of this Annual Report. CORPORATE GOVERNANCE:

The Company''s philosophy is based on the values of transparency, customer satisfaction, integrity, professionalism and accountability. The Company adheres to corporate culture of integrity and consciousness. Corporate Governance is a journey for constantly improving sustainable value creation.

As required under the provisions of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate report on Corporate Governance forms part of this Annual Report, together with a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance.

VIGIL MECHANISM-WHISTLE BLOWER''S POLICY:

The Company believes in conducting its affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. In order to achieve the same, the Company has formulated a Whistle Blowers'' Policy to provide a secure environment and to encourage all employees and Directors of the Company, shareholders, customers, vendors and/or third party intermediaries to report unethical, unlawful or improper practices, acts or activities in the Company and to prohibit managerial personnel from taking any adverse action against those employees who report such practices in good faith. The Policy has been uploaded on the website of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace. Detailed disclosure required as per Section 21 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 is as follows:

Number of complaints of Sexual harassment received in the year	Nil
Number of complaints disposed off during the year	Nil
Number of cases pending for more than ninety days	Nil
Number of workshops or awareness programme against sexual harassment carried out	2
Nature of action taken by the employer or district officer	NA

RISK MANAGEMENT POLICY:

The Company is committed to high standards of business conduct and good risk management to:

- Protect the Company''s assets

- Safeguard shareholder investment

- Avoid major surprises relating to overall control environment

- Achieve sustainable business growth

- Ensure compliance with applicable legal and regulatory requirements.

The Board has adopted a policy on risk management to mitigate inherent risks and help accomplish the growth plans of the Company. Accordingly, various potential risks relevant to the Company has been identified by the Audit Committee. The Board reviews the same periodically and suggests measures to mitigate and control these risks.

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR & THE DATE OF REPORT:

There have not been any material changes/commitments affecting the financial position of the Company from the end of the financial year till the date of this Report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Board of Directors has adopted a policy on Internal Financial Controls to ensure orderly and efficient conduct of the business of the Company including the Company''s policies. The said Policy is adequate and is operating effectively.

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

During the year under review, there have not been any significant and material orders passed by the Regulators/Courts/ Tribunals which will impact the going concern status and operations of the Company in future.

ACKNOWLEDGEMENTS:

The Directors express their appreciation to all employees of the various divisions for their diligence and contribution to performance. The Directors also record their appreciation for the support and co-operation received from Banks, Financial Institutions, Government Departments and all other stakeholders. Last but not the least, the Directors wish to thank all shareholders for their continued support.

FOR AND ON BEHALF OF THE BOARD

ANIL JAIN BHARAT VAGERIA

DATE: 27.05.2017 MANAGING DIRECTOR DIRECTOR- FINANCE

PLACE: MUMBAI DIN-00183364 DIN- 00183629

---

Mar 31, 2016

To

The Members,

The Directors are pleased to present their Report on your company''s business operations along with the Audited Statement of Accounts for the financial year ended March 31, 2016.

FINANCIAL RESULTS:

(Rs. in Mn.)

Particulars			Standalone		Consolidated
			2016	2015	2016	2015
		Gross Income from Sales	15,594.47	14,867.18	26,407.32	26,381.57
	ii	Net Income from Sales	14,072.78	13,430.84	24,720.78	24,761.30
	iii	Profit before Interest, Depreciation & Tax	2,470.28	2,030.04	3,501.01	3,421.46
	v	Interest & Finance Cost	620.69	649.13	962.27	1,042.95
v		Depreciation	548.48	440.87	988.34	874.70
vi		Profit before Tax	1,301.11	940.04	1,550.40	1,503.81
vii		Tax Expenses	309.62	239.30	325.54	372.31
viii		Minority Interest	-	-	37.42	35.42
ix		Net Profit for the Year	991.50	700.74	1,382.69	1,096.09

THE YEAR UNDER REVIEW:

Consolidated

Gross sales and other income for the consolidated entity increased to Rs. 26,407.32 Mn, as against Rs. 26,381.57 Mn in the previous year, registered growth of 0.10% .The Net Profit stood at Rs. 1,382.69 Mn as compared to the previous year Rs. 1,096.09 Mn showing an increase of 26.15%.

Standalone:

Gross sales and other income for the standalone entity increased to Rs. 15,594.47 Mn, as against Rs. 14,867.18 Mn in the previous year, registered a growth of 4.90%. The Net Profit stood at Rs. 991.50 Mn as compared to the previous year Rs. 700.74 Mn showing an increase of 41.49%.

Dividend:

Your Directors are pleased to recommend 55% Dividend (being Rs. 0.55 per share) (Previous Year : 50% - final) on 210,117,750 Equity Shares of Rs. 1/- each, subject to the approval by the Shareholders and this will absorb about 139.09 Mn including dividend tax and surcharge thereon (Previous year : Rs. 126.45 Mn).

Reserves:

The Board of Directors proposes to transfer Rs. 135 Mn to Reserves (Previous year Rs. 135 Mn).

Directors:

In accordance with the provisions of the Companies Act, 2013, Mr. Raghupathy Thyagarajan (DIN- 00183305) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

On the recommendation of the Nomination and Remuneration Committee, Mr. Praveen Kumar Agarwal (DIN 07294581) was appointed as an Additional Independent Director of the Company with effect from 13^th February, 2016. In accordance with Section 161 of the Act, Mr. Praveen Kumar Agarwal holds office upto the date of the forthcoming AGM of the Company and being eligible, offer his candidature for appointment as Director. Your approval for his appointment as Director has been sought in the Notice convening the forthcoming AGM of the Company.

On the recommendation of the Nomination and Remuneration Committee, Ms. Triveni Makhijani (DIN 07284192) was appointed as an Additional Independent Director of the Company with effect from 13^th February, 2016. In accordance with Section 161 of the Act, Ms. Triveni Makhijani holds office upto the date of the forthcoming AGM of the Company and being eligible, offer his candidature for appointment as Director. Your approval for his appointment as Director has been sought in the Notice convening the forthcoming AGM of the Company.

Mr. Kartik Parija (DIN- 00177115) was appointed as an Independent Director of the Company for the period of 5 years up to 28^th September, 2019. Mr. Parija resigned as director effective close of business on 13^th February, 2016. Your Directors wish to place on record their appreciation for the valuable contribution made by Mr. Parija during his tenure as Independent Director.

Ms. Monika Srivastava (DIN- 02055547) was appointed as (Non Executive Woman Director) in the Annual General Meeting of the Company held on 29^th September, 2014. Ms. Srivastava resigned as director effective close of business on 13^th February, 2016. Your Directors wish to place on record their appreciation for the valuable contribution made by Ms. Srivastava.

Subsidiaries, Associates and Joint Ventures:

The Company has Subsidiaries and Joint Venture Companies. As per sub-section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements and performance of the Company''s subsidiaries, associate company and joint ventures for the year ended March 31, 2016, is included as per the prescribed format in this Annual Report.

During the year, following structural changes are undertaking by the Company.

a) During the year, company has disinvested its entire holding of Novotech S.p z.o.o., Poland and its subsidiary Grass Tech SRL, Romania.

b) The Company has discontinued manufacturing operation in South Korea and North China.

c) The Company also sold 50% equity of Joint Venture Company Guangzhou Fanshun Elan Plastech Co. Ltd., South China and acquired balance 50% equity in Joint Venture Company Nile Egypt Plastech Industries S.A.E., Egypt.

Pursuant to Section 136 of the Companies Act, 2013 ("the Act”), the Company is exempted from attaching to its Annual Report, the Annual Report of the Subsidiary Companies. The Company shall provide the copy of the financial statement of its subsidiary companies to the shareholders upon their request.

The Company''s policy on material subsidiaries, as approved by the Board, is uploaded on the Company''s website at the link: http://www.timetechnoplast.com/pdf/Policy-on-Policy-for-Determining-Material-Subsidiaries.pdf

The financial statement of the subsidiary company is kept open for inspection by the shareholders at the Corporate Office of the Company. The Company shall provide the copy of the financial statement of its subsidiary company to the shareholders upon their request.

Policy on Directors Appointment and Remuneration:

For the purpose of selection of any Director, the Nomination & Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and also takes into consideration recommendation, if any, received from any member of the Board.

The Committee also ensures that the incumbent fulfills such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws.

Number of Meetings of the Board:

The Board of Directors of the Company met four times during the previous financial year on 30^th May, 2015, 12^th August, 2015, 13^th November, 2015 and 13^th February, 2016. The particulars of attendance of the Directors at the said meetings are detailed in the Corporate Governance Report of the Company, which forms a part of this Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.

Independent Directors also reviewed the performance of non-independent Directors and the Board as a whole in line with the Company''s policy on Board Evaluation.

Auditors:

Statutory Auditor

The Company''s Auditors, M/s. Raman S. Shah & Associates, Chartered Accountants, Mumbai (Firm''s Regn No. 119891W), were appointed as the Statutory Auditors of the Company for a period of three years, up to the conclusion of the AGM to be held for F.Y. 2016-17, subject to ratification by members at every Annual General Meeting of the Company. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of the Company. M/s. Raman S. Shah & Associates have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, as amended from time to time the cost audit records maintained by the Company is required to be audited. In the previous AGM of the Company, members had appointed M/s. C.G. Pampat & Co. as cost auditor for the F.Y. 2015-16. However, consequent to the casual vacancy caused by the sudden death of Mr. Chandrakant G. Pampat, Board of Directors had appointed M/s Darshan Vora & Co., Cost Accountant, as Cost Auditor of the Company to fill the Casual Vacancy for the F.Y. 2015-16.

Your directors had, on the recommendation of audit committee appointed M/s Darshan Vora & Co., Cost Accountant, as Cost Auditor of the Company for the financial year 2016-17. The members will be required to ratify the remuneration proposed to be paid to cost auditor in terms of relevant provisions of the Companies Act, 2013.

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 Company has appointed M/s. Arun Dash & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as "Annexure B". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Statutory Auditors’ Report:

The Auditors'' Report for the year ended March 31, 2016 does not contain any qualification, reservation or adverse remark. Loans, Guarantees & Investments:

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

Related Party Transactions:

All related party transactions entered into during FY 2015-16 were on an arm''s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (''the Act'') and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''). Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations. All transactions with related parties were reviewed and approved by the Audit Committee.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on the Company''s website. There are no transactions to be reported in Form AOC-2.

The details of the transactions with related parties are provided in the accompanying financial statements.

Material Changes:

There is No Material Changes affecting the financial position of the company which have occurred between the end of the financial year of the company to which this financial statement relate on the date of this report.

Risk Management:

The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. Your Company follows well-established and detailed risk assessment and minimization procedures, which are periodically reviewed by the Board. The Company''s Risk Management Policy has been developed to include various categories such as Human Resources, Financial, Business Processes and Systems, Corporate Governance, Compliance and Information Security.

A detailed exercise has been carried out to identify, evaluate, manage and monitor the risks which shall help the Company to take pro-active decisions and avoid all financial implications. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

Audit Committee Composition:

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms a part of this Report.

Corporate Social Responsibility:

In compliance with the requirements of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility Committee. Details of the CSR contribution spent by the Company for the F.Y. 2015-16 is provided in the CSR report which is annexed herewith as "Annexure C".

Directors’ Responsibility Statement:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external consultant(s), including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the FY 2015-16.

Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual accounts for the financial year ended 31^st March 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2016 and of the loss of the Company for the year ended on that date;

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

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

e) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

Corporate Governance:

The Company''s philosophy is based on the values of transparency, customer satisfaction, integrity, professionalism and accountability. The Company adheres to corporate culture of integrity and consciousness. Corporate Governance is a journey for constantly improving sustainable value creation.

As required under the provisions of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate report on Corporate Governance forms part of this Annual Report, together with a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance.

Management Discussion and Analysis:

In terms of the provisions of Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (hereinafter referred to as ''SEBI Listing Regulations''), the management''s discussion and analysis is set out in this Annual Report.

Public Deposits:

The Company has not accepted any deposit from the Public during the year under review, under the provisions of the Companies Act, 2013 and the rules framed there under.

Whistle Blower Policy:

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behaviour in all its operations, the company has formulated a Vigil Mechanism/ Whistle Blower Policy. This Policy aspires to encourage all employees to report suspected or actual occurrence(s) of illegal, unethical or inappropriate events (behaviors or practices) that affect Company''s interest / image. The Policy is available on the website of the Company.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace. Detailed disclosure required as per Section 21 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 is as follows:

Number of complaints of Sexual harassment received in the year	NIL
Number of complaints disposed off during the year	N.A.
Number of cases pending for more than ninety days	N.A.
Number of workshops or awareness programme against sexual harassment carried out	NIL
Nature of action taken by the employer or district officer	N.A.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure D".

Extract of Annual Return:

The extract of Annual Return as provided under sub-section (3) of section 92 of the Companies Act, 2013 (''the Act'') in prescribed Form MGT-9 is enclosed as Annexure "A" to this report.

Acknowledgements:

The Directors express their appreciation to all employees of the various divisions for their diligence and contribution to performance. The Directors also record their appreciation for the support and co-operation received from Banks, Financial Institutions, Government Departments and all other stakeholders. Last but not the least, the Directors wish to thank all shareholders for their continued support.

For and on behalf of the Board

ANIL JAIN BHARAT VAGERIA

Place : Mumbai MANAGING DIRECTOR DIRECTOR- Finance

Date : 28.05.2016 DIN-00183364 DIN- 00183629

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Mar 31, 2014

Dear Members,

The Directors are pleased to present their Report on your companys business operations aIongwith the Audited Statement of Accounts for the financial year ended March 31.2014.

Financial Results:

(RS.in Mn )

Particulars Standalone Consolidated

2014 2013 2014 2013

i: Gross Income from Sales 13507.96 11807.76 23683.99 19563.48

ii Net Income from Sales 12180.26 10665.58 21863.07 17974.08

iii Other Income 234.85 43.04 60.01 52.57

iv Totat lncome 12415.11 10708.62 21923.08 18026.65

v Operating Expenditure 10348.26 8725.61 18788.09 15057.60

vi Profit before interest, Depreciations. Tax 2066.85 1983.01 3142.99 2969.05

vii Interest 413.97 563.91 989.78 885.76

viii Depreciation 439.80 402.44 869.27 674.95

ix Profit before Tax 1013.08 1016.65 1283.94 1408.34

X Tax Expenses 209.70 261.19 295.61 341.04

Xi Minority Interest and shares of Loss/Profit) - - 34.06 32.58 of Associates

Xii Net Profit for the Year 803.38 755.46 954.27 1034.72

Xiii Balance brought forward from previous year 4557.52 4022.03 5596.01 4793.82

Xiv Provision for taxation of earlier years 14.44 (25.65) 11.58 (24.40)

Xv Amount Available for Appropriation 5346.45 4803.14 653B.03 5852.94

a. Proposed Dividend 94.55 94.55 98.45 98.45

b. Tax on Oividend 16.07 16.07 16.73 16.73

c Transfer to General Reserves 135.00 135.00 142.42 141.75

d. Balance carried to Balance Sheet 5100.83 4557.52 6281.09 5596.01

THEYEAR UNDER REVIEW;

Consolidated

Gross sales and other income for the consolidated entity increased to Rs. 23483.99 Mn. as against Rs. 19563,48 Mn in the previous year, registered an impressive growth of 21.06% .The Nel Profit stood at Rs. 954.27 Mn as compared to the previous yearRs. 1034.72 Mn showing a decrease of 7.77X.

Standalone

Gross sales and other income for Ihe standalone entity increased to * 13507.96 Mn. as against Rs. 11B07.76 Mn in the previous year, registered a growth of 14.39%. The Net Prof itatRs. 803.38 Mnas against Rs. 755.46 Mn represents an increase of 634°; as compared to the previous year.

DIVIDEND:

Your Directors are pleased to recommend 45% Dividend (being Rs. 0.45 per share] (Previous Year : 45% - final] on 210,117,750 Equity Shares of Rs. 1/- each, subject to the approval by the Shareholders and this will absorb about Rs.110.62 Mn including dividend tax and surcharge thereon (Previous year : Rs. 110.62 Mn].

MANAGEMENT''S DISCUSSION & ANALYSIS REPORT:

A detailed review of the progress of the Company and the future outlook of the Company and its business, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

DIRECTORS:

Mr. Hans- Dieter von Meibom tendered his resignation as director of the Company w.e.f. 28.01.2014.The Board of Directors wish to place on record their appreciation for the valuable guidance during his tenure as Director of the Company.

The Companies Act, 2013 provides for appointment of independent directors. Sub-section (10] of Section 149 of the Companies Act, 2013 (effective April 1, 2014] provides that independent directors shall hold office for a term of upto five Consecutive years on the Board of a company and shall be eligible for re-appointment on passing a special resolution by the share holders of the company.

Pursuant to Section 149 and Section 152 of the Companies Act 2013 read with the Companies (Appointment and Qualification of Directors] Rules, 2014, Mr. K. N. Venkatasubramanian, Mr. Sanjaya Kulkarni, Mr. M.K. Wadhwa and Mr. Kartik Parija retire at the forthcoming Annual General Meeting of the Company and are eligible for appointment for a term of five consecutive years as Independent Directors in accordance with the Companies Act 2013.

In order to give effect to the applicable provisions of Sec 149 and Sec 152 of the Act, it is proposed that these directors be appointed as Independent Directors, to hold office for five consecutive years, w.e.f the date of the forthcoming AGM and they shall not be liable to retire by rotation.

Mr. Naveen Jain, Director of the Company retires by rotation and being eligible; offer themselves for reappointment at the ensuing Annual General Meeting.

Mr. Bharat Vageria, Whole time Director was appointed as Chief Financial Officer of the Company as required under Sec 203 of the Companies Act 2013 w.e.f 29th May 2014.

CONSTITUTIONS OF BOARD COMMITTEES/ REDEFINING THEIR ROLES:

The role, powers and terms of reference of the Audit Committee were revised w.e.f. 29th May 2014, so as to align it with the requirements of Revised clause 49 of the Listing Agreement as well as provisions of Sec 1 77 of the Companies Act, 2013.

The Shareholders''/Investors'' Grievance Committee constituted by the Board was renamed as Stakeholders Relationship Committee on 29th May 2014 and its scope was enhanced to align it with the scope and powers as set out in Sec 1 78 of the Companies Act 2013.

The Remuneration Committee constituted by the Board was renamed as Nomination and Remuneration Committee on 29th May 2014 and its scope was enhanced to align it with the scope and powers as set out in Sec 1 78 of the Companies Act 2013 and the Amended Clause 49 of the Listing Agreement. In order to meet the requirements of the Companies Act 2013, Mr. Sanjaya Kulkarni was appointed as Chairman of the Committee in place of Mr. K. N. Venkatasubramanian w.e.f 29th May 2014.

The Corporate Social Responsibility Committee was constituted on 29th May 2014 in accordance with the Sec 135 of the Companies Act 2013 to formulate and recommend to the Board of directors, the CSR Policy and to indicate the activities to be undertaken by the Company to meet the objectives of the CSR Policy.

SUBSIDIARY COMPANIES, JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS:

As on 31st March 2014, the Company has following subsidiaries TPL Plastech Limited, India; NED Energy Limited, India; Elan Incorporated FZE, Sharjah UAE; Novo Tech Spz o.o. Poland; Kompozit Praha S.R.O. Czech Republic; GNXT Investment Holdings Pte Ltd, Singapore and Ikon Investment Holdings Ltd, Mauritius.

The Company also has the following step down subsidiaries through its subsidiary Elan Incorporated FZE, Gulf Power Beat W.L.L. Bahrain through Technika Incoporation FZE, Sharjah; Tianjin Elan Plastech Co. Limited, China and Pack Delta Pte Limited, Singapore.

The Company has also following step down subsidiaries through its subsidiary GNXT Investment Holdings Pte, Limited- Pack Delta Public Co.Limited, Thailand YPA (Thailand] Limited, Thailand ; PT Novo Complast, Indonesia; Tech Complast, South Korea; Exel Plastech Co Ltd, Vietnam; QPACK Industries SDN BHD, Malaysia and Yung Hsin Contain Industries Co Ltd, Taiwan.

The Company has also following step down subsidiaries through its subsidiary Novo Tech Spz o.o.- Grass Tech SRL, Romania and Grass Tech BVBA, Belgium

The NED Energy Limited has one subsidiary Powerbuild Batteries Pvt. Ltd., India

As on 31st March 2014, the Company has following Joint Venture Companies Time Mauser Industries Pvt Ltd, India; Schoeller Allibert Time Holdings Pte Ltd, Singapore; and Nile Egypt Plastech Industries S.A.E. and JV step down subsidiary , Schoeller AllibertTime Materials Handling Solutions Limited, India.

In terms of the General Circular no 2/2011 dtd 8.2.2011 issued by the Ministry of Corporate Affairs, in respect of Section 212 of the Companies Act, 1956 the Board of Directors of the Company had accorded their consent for not attaching the Balance Sheet of the subsidiaries with the accounts of the Company.

Pursuant to aforesaid Circular, the financial data of the subsidiaries have been furnished under "summary of Financial nformation of Subsidiary Companies" and forms part of this Annual Report.

The Annual Accounts of the subsidiary companies and the related detailed information, shall be made available to the shareholders of the Company, seeking such information.

As required under the Listing Agreement with the Stock Exchanges, Consolidated Financial Statement of the Company and all its subsidiaries have been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India, and show the financial resources , assets , liabilities, income, profits and other details of the Company, its associate Companies, its joint ventures and its subsidiaries after elimination of minority interest, as a single entry.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 58-A of the Companies Act, 1956.

ENERGY CONSERVATION:

Your Company continues to emphasize on energy conservation at the early stage of plant design and in selection of plant and equipment, electrical motors /designs for optimizing energy consumption by installation of necessary equipment to improve the power factor with a view to achieve better energy efficiency at all levels of operations.

TECHNOLOGY ABSORPTION:

The Joint Venture partners offer periodical training to improve the quality of the Company''s products and performance to conform to the latest international standards. Besides, employees of the Company have been attending in-house training programs designed and developed with the help of Joint Venture partners for better understanding of the technology and the Joint Venture partners continue to express their full satisfaction and appreciation with the level of technology absorption in the Company.

FOREIGN EXCHANGE EARNINGS & OUTGO:

Total foreign exchange earnings - Rs. 517.02 Mn.(including deemed exports]

Total foreign exchange outgo - Rs. 3956.7 Mn ( including value of imports on CIF basis]

AUDITORS:

The Auditors M/s Raman S. Shah & Associates, Chartered Accountants, will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

As required under the provisions of Section 139and141ofthe Companies Act 2013, the Company has received written consent and certificate from M/s. Raman S. Shah & Associates , Chartered Accountants, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section and it is proposed to re-appoint them as Auditors upto the conclusion of the Annual General Meeting of the Company to beheld in 2017, subject to ratification of the appointment by the members at AGM.

Members are requested to consider their re-appointment and authorize the Board to fix their remuneration.

COST AUDITOR

As per the requirement of the Central Government and pursuant to Section 233B of the Companies Act, 1956 and the Rules thereunder, the Company''s Cost Records for the year ended March 31, 2014 are being Audited by Cost Auditors, M/s. C. G. Pampat & Co. The Cost Audit Report for the year ended March 31, 2013 was filed within the stipulated due date. The Board of Directors of the Company has, at its meeting held on 29th May 2014 appointed M/s. C. G. Pampat & Co. as the Cost Auditors for the year ending March 31, 2015. The members will be required to ratify the remuneration proposed to be paid to the Cost Auditors in terms of relevant provisions of the Companies Act, 2013.

CORPORATE GOVERNANCE:

During the year under review, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as stipulated in clause 49 of the Listing Agreement have been complied with. A separate Report on Corporate Governance along with the Auditors'' Certificate on its compliance is given in "Annexure" to this Report.

PARTICULARS OF EMPLOYEES:

Particulars of employees in accordance with the provisions of Section 217(2A] of the Companies Act, 1956 read with the Companies (Particulars of Employees] Rules, 1975 as amended, are not given, as none of the employees qualify for such disclosure.

EMPLOYEE STOCK OPTIONS SCHEME:

During the Year only 200,000 options were vested and no options were exercised or granted under TTL EMPLOYEES STOCK OPTION PLAN 2006

PERSONNEL AND INDUSTRIAL RELATIONS:

During the year under review, the industrial relation scenario at all the operating plants of the Company was satisfactory.

DIRECTORS REPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA] of the Companies Act, 1956 with respect to Directors'' responsibility statement, it is hereby confirmed:

a. That in the preparation of the annua I accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

d. That the Directors had prepared the accounts for the financial year ended 31st March 2014, on a going concern" basis.

ACKNOWLEDGMENTS:

Your Director wish to express their appreciation of the continued support and co-operation received from the Banks, Financial nstitutions, Government Departments, Vendors, Customers and Employees of the Company.

For and on behalf of the Board

ANIL JAIN BHARAT VAGERIA

MANAGING DIRECTOR DIRECTOR-Finance

Place : Mumbai Date : 29th May 2014

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Mar 31, 2013

To The Members,

The Directors are pleaded to presenl their Report on ynur company''s business operations alonov.''jth the Audited Eitalement of Accounts for the financial year ended March 31,2013,

FINANCIALRESULTS:

Praticulars Standalone Consolidated 2013 2012 2013 2012

i Gross Income from Sales 11807.76 9942.67 19316.73 15101.57

ii Net Income from Sales 10665.58 920739 17974.08 15281.91

iii Other Income 43.04 53.42 52.57 3.58

iv Total Income 10708.62 9265 61 16026.65 15.321.06

v Operating Expenditure 6725.61 7487.18 15057.60 128.81

vi Profit before Interesl, Depreciation & Tan 1983.01 1,779.63 2969.05 2470.02

#: Interest 563.91 444,56 635.76 634.63

viii Depreciation 402.44 356.03 674.95 556.23

ix Profit before Tax 1016.65 973.04 1406.34 1229.11

k j Tax Expenses 261.19 24196 341.04 307.95

xi Minority Interest and shares of Loss/[Profit] of Associates 32.58 23.26

xi Net Profit for the Year 755 46 736 04 1034-72 897.90

xiii Balance brought forward from previous year 4022.04 3521.85 4793.82 4150.61

xiv i Provision for taxation of earlier years 25.65 9.03 24.40 8.76

xv Amount Available for Appropriation 4803.14 4266.93 5852.94 5039.74

ia. Proposed Dividend 94.55 94.55 96.45 98.45

Tax on Dividend 16.07 15 34 16.73 15.97

Transfer id General Reserves 135.00 135.00 141.75 131.50

d. Balance carried to Balance Sheet 4557.52 4022 04 5596.01 4793.82

THE YEAR UNDER REVIEW: Consolidated

Grass sales and other income for the consolidated entity increased to RS. 19348.73 Mn, as against RS. 1540t.57 Mn in the previous yar. registered an impressive growth of 25.63% .The Net Profit stood atRS. 1034.72 Mn as compared to the previous yearRS. 697.90 Mn showing an increase of 15.26%.

Standalone

Grass sales and other income lor the standatone entity increased to Z 11807.76 Mn, as against 7 9942.BRS. Mn in Ihe previous year, registered a growth of 16.76%. The Net Profit at RS. 755.46 Mn as against t 736.04 Mn represents an increase of 2.64 % as compared to the previous year

DIVIDEND:

Your Directors are pleased to recommend 45 % Dividend [being RS. 0.45 per share] (Previous Year : 45% - hnall on 210.117,750 Equily Shares ol the Company subject to the Approval by the Shareholders and this will absorb about 7 110.62 Mn including dividend lax and surcharge thereon [Previous year: RS. 109.89 Mn].

MANAGEMENT''S DISCUSSION & ANALYSIS REPORT:

A detailed review of the progress of the Company and the future outlook of the Company and its business, as stipulated under clause 49 Dt the Listing Agreement with Ihe Stock Exchanges, is presented in a separate section terming pari of the Annual Report.

DIRECTORS:

Mr. Raghupathy Thyaganajan. Mr. Kartik Parija and Mr. M. K.Wadhwa Directors of the Company retire by relation and being eligible; offer themselves for reappointment at the ensuing Annual General Meeting.

SUBSIDIARY COMPANIES, JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS:

Asa purposeful strategy, your Company carries all its business operations through several subsidiary and associate companies which are formed either directly or as step-dawn subsidiaries or in certain cases by acquisition ol a majority slake in existing enterprises.

During the year under review:

Incorporation /re-organization

Indian Companies:

1. During the year under review, NED Energy Limited, subsidiary of Time Technoplast Limited, has further acquired 7% equily in Power Build Batteries Private Limited, its subsidiary company.

Overseas Companies

1. The 51% shareholding of Mauser Holding Nelherland BV in Mauser Holding Asia Pte Limited IMHAPLI, Singapore was transferred to GNXT Investment Holdings PTE Ltd, Singapore [a wholly owned subsidiary of TTL]. The 49 % shareholding of Time Technoplast Limited ITTL] In MHAPL was also transferred to GNXT. MHAPL became a wholly owned subsidiary of GNXT. MHAPL was thereafter merged with GNXT in compliance with ihe local laws w.e.f 3G;I'' September 2012.

2- Pack Detta Pte Ltd [originally incorporated as ACME Flastech Pte Limited!. Singapore engaged in wholesale trading activities was incorporated through our 100% subsidiary Elan Incorporated FZE. Sharjah.

3. Elan Incorporated FZE, Sharjah [100% subsidiary of TTL] was holding 100% shares on YPA Thailand Limited. Pack Delta

Public Company Limited. Thailand (subsidiary of GNXTl acquired 100% equity held by Elan Incorporated FZE. Sharjah in VPA Thailand Limited.

As required under the Listing Agreement with the Stock Exchanges, Consolidated Financial Statement ol the Company and

all its subsidiaries have been prepared in accordance wilh the Accounting Standards issued by the Institute of Chartered Accountants of India, and show Ihe financial resources, assets, Liabilities, income, profits and other details of the Company, its associate Companies, ils joint ventures and its subsidiaries after elimination of minorily interest, as a single entry.

As per the general exemption granted vide General Circular no 2/2011 did 8.2.2011 issued by Ihe Ministry of Corporate Affairs, to all the companies under the Sec 212 at the Companies Act, 1956, Ihe Company has passed necessary Board resolution for exemption for the year ended March 31. 2013 from attaching to its Balance Sheet, the individual Annual Reports of the subsidiaries. A Consolidated Financial statement of ihe Company and all ils subsidiaries has been attached wilh the annual report of Ihe Company. The Annual Accounts d1 the subsidiary companies and Ihe related detailed information. shall be made available to the shareholders of the Company, seeking such information.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 58-A of the Companies Act, 1956.

ENERGY CONSERVATION:

Your Company continues to emphasize on energy conservation at the early stage of plant design and in selection of plant and equipment, electrical motors /designs for optimizing energy consumption by installation of necessary equipment to improve the power factor with a view to achieve better energy effciency at all levels of operations.

TECHNOLOGY ABSORPTION:

The Joint Venture partners offer periodical training to improve the quality of the Company''s products and performance to conform to the latest international standards. Besides, employees of the Company have been attending in-house training programs designed and developed with the help of Joint Venture partners for better understanding of the technology and the Joint Venture partners continue to express their full satisfaction and appreciation with the level of technology absorption in the Company.

FOREIGN EXCHANGE EARNINGS & OUTGO:

Total foreign exchange earnings - Rs. 739.24 Mn (including deemed exports)

Total foreign exchange outgo - Rs. 3695.70 Mn (including value of imports on CIF basis)

QUALITY MANAGEMENT SYSTEM:

The Company''s products comply with the latest international standards in quality and performance. All the major units of the company are ISO Certifed as on date.

AUDITORS:

The Statutory Auditors of the Company, M/s Raman S . Shah & Associates, Chartered Accountants retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received a letter from to the effect that their appointment if made would be within the prescribed limit under sec 224(1B) of The Companies Act 1956, and that they are qualifed to be so appointed.

The Directors recommend the appointment of Raman S. Shah & Associates, Chartered Accountants Mumbai as Statutory Auditors of the Company for the fnancial year 2013-14 with the authority to the Board of Directors to fx their remuneration.

COST AUDITORS:

In terms of the Notifcation F No 52/26/CAB-2010 dated January 2012 issued by the Ministry of Corporate Affairs, Government of India, the Company has appointed M/s C G pampat & Co, Cost Accountant as Cost Auditor for the audit of the Cost Accounting records for the fnancial year 2012-13.

The Company has appointed M/s C G pampat & Co, Cost Accountant as Cost Auditor for the audit of the Cost Accounting records for the fnancial year 2013-14. It is in the process of making necessary application to the Central Government for seeking its approval to the appointment of Cost Auditor.

CORPORATE GOVERNANCE:

During the year under review, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as stipulated in clause 49 of the Listing Agreement have been complied with. A separate Report on Corporate Governance along with the Auditors'' Certifcate on its compliance is given in "Annexure” to this Report.

PARTICULARS OF EMPLOYEES:

particulars of employees in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975 as amended, are not given, as none of the employees qualify for such disclosure.

EMPLOYEE STOCK OPTIONS SCHEME:

pursuant to the approval of the shareholders of the Company in the Extra Ordinary General Meeting held on October 20, 2006, the Company has implemented the "TTL EMPLOYEES STOCK OPTION PLAN 2006 (ESOP plan)”. The number of shares offered under the said scheme was 10,50,000 equity shares of Rs. 10/- each (now 105,00,000 equity shares of face value Rs. 1/-, after the equity shares of Rs. 10/- each were split into 10 equity shares of Rs. 1/- each on the Record Date of 6th November, 2008).

The Compensation Committee approved the initial grant of 7,37,200 options of Rs. 10/- each (now 73,72,000 options of Rs. 1/- each), to various employees of the company, under the said ESOp plan.

The Company allotted 8,52,750 equity shares of Rs. 1/- to all those eligible employees who exercised their options under the TTL ESOp - 2006 Scheme during 2011-12.

During the Financial Year 2012-13:

a. The Compensation Committee extended the exercise period upto 30th June 2013, for the options vested on 15.11.2007 and 15.11.2008.

b. Number of options granted: Nil Number of options exercised: Nil

The applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2013 are provided in the notes to accounts.

PERSONNEL AND INDUSTRIAL RELATIONS:

The relations with the employees were cordial during the year.

DIRECTORS RESPONSIBILITY STATEMENT: pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' responsibility statement, it is hereby confrmed:

a. That in the preparation of the annual accounts for the fnancial year ended 31st March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fnancial year and of the proft of the Company for that period;

c. That the Directors had taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That the Directors had prepared the accounts for the fnancial year ended 31st March 2013, on a "going concern” basis.

APPRECIATION:

Your Directors place on record their sincere appreciation to the employees of the Company who worked untiringly and relentlessly. Your Directors are grateful to shareholders, collaborators, customers and suppliers of the Company for their valuable support. Above all, the Directors are indebted to Financial Institutions, Banks, Government and semi Government Authorities without whose help the Company could not have come this far.

For and on behalf of the Board

ANIL JAIN BHARAT VAGERIA

MANAGING DIRECTOR DIRECTOR

Place : Mumbai

Date : 28.05.2013

---

Mar 31, 2012

The Directors have pleasure in presenting the Directors report on the business and operations of the Company for the year ended on 31st March, 2012.

FINANCIAL RESULTS:

(Rs.in Mn.)

Praticulars Standalone Consolidated 2012 2011 2012 2011

i Gross Income from Sales 9,942.87 8,805.99 15,401.58 12,833.89

ii Net Income from Sales 9,207.39 8,218.93 15,281.91 12,752.68

iii Other Income 58.42 63.64 39.15 22.70

iv Total Income 9,265.81 8,282.57 15,321.06 12,775.38

v Operating Expenditure 7,487.18 6,521.05 12,851.04 10,392.52

vi Profit before Interest, Depreciation & Tax 1,778.63 1,761.52 2,470.02 2,382.86

vii Interest 444.56 318.11 684.68 451.24

viii Depreciation 356.03 301.86 556.23 439.92

ix Profit before Tax 978.04 1,141.55 1,229.11 1,524.73

x Extraordinary item - - - 33.03

xi Provision for Taxes 200.58 204.73 256.14 294.23

xii Minority Interest and shares of Loss/(Profit) of Associates - - 23.26 58.84

xiii Net Profit for the Year 777.46 936.82 949.71 1,171.66

xiv Deferred Tax (41.41) (35.45) (51.81) (61.52)

xv Balance brought forward from previous year 3,521.85 2,843.98 4,150.61 3,325.88

xvi Provision for taxation of earlier years 9.03 20.95 (8.76) 20.74

xvii Amount Available for Appropriation 4,266.93 3,766.29 5,039.74 4,456.77

a Proposed Dividend 94.55 94.17 98.45 117.15

b Tax on Dividend 15.34 15.27 15.97 19.01

c Transfer to General Reserves 135.00 135.00 131.50 170.00

d Balance carried to Balance Sheet 4,022.04 3,521.85 4,793.82 4,150.61

THE YEAR UNDER REVIEW:

Consolidated

Gross sales and other income for the consolidated entity increased to Rs. 15,402 Mn, as against Rs.12,833 Mn in the previous year, registered an impressive growth of 20.01% .The Net Profit stood at Rs. 949.71 mn as compared to the previous year Rs. 1,171.66 Mn showing an decrease of 18.94%.

Standalone

Gross sales and other income for the standalone entity increased to Rs. 9,942.87 Mn, as against Rs. 8,805.99 Mn in the previous year, registered a growth of 12.91%. The Net Profit at Rs. 777.46 Mn as against Rs. 936.82 Mn represents an decrease of 17.01%, as compared to the previous year.

DIVIDEND:

Your Directors are pleased to recommend 45 % Dividend ( being Rs. 0.45 per share) (Previous Year : 45% - final) on 210,11,77,500 Equity Shares of the Company subject to the Approval by the Shareholders and this will absorb about Rs.109.89 Mn including dividend tax and surcharge thereon (Previous year :Rs.109.45 Mn).

MANAGEMENTS DISCUSSION & ANALYSIS REPORT:

A detailed review of the progress of the Company and the future outlook of the Company and its business, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

DIRECTORS:

Mr.Bharat Vageria, Mr. Sanjaya Kulkarni and Mr. K. N.Venkatasubramanian, Directors of the Company retire by rotation and being eligible; offer themselves for reappointment at the ensuing Annual General Meeting.

SUBSIDIARY COMPANIES, JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS:

As a purposeful strategy, your Company carries all its business operations through several subsidiary and associate companies which are formed either directly or as step-down subsidiaries or in certain cases by acquisition of a majority stake in existing enterprises.

Incorporation /re-organization:-

- Excel Plastech Co Limited, Vietnam and QPACK Industries SDN BHD, Malaysia for the manufacture of plastic products were incorporated through our 100% subsidary GNXT Investment Holding Pte, Ltd, Singapore.

- Time Technoplast Limited acquired the entire shareholding of GNXT Investment Holdings Pte. Limited, Singapore from IKON Investment Hondings Ltd., Mauritius.

- The entire shareholding of Technika Corporation FZE was transferred from NED Energy Limited to Elan Incorporated FZE., Sharjah (wholly owned subsidiary).

- The entire share holding of Schoeller Arca Time Material Handling Solutions Limited, India held by the Company was transferred to Schoeller Arca Time Holdings Pte. Limited, Singapore as per the Joint Venture Agreement .

In the current year, the company acquired 51% shareholding of Mauser Holding Asia Pte Limited, Singapore from Mauser Holding Netherland BV through GNXT Investment Holdings Pte. Ltd, Singapore ( a wholly owned subsidiary).

As required under the Listing Agreement with the Stock Exchanges, Consolidated Financial Statement of the Company and all its subsidiaries have been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India, and show the financial resources, assets, liabilities, income, profits and other details of the Company, its associate Companies, its joint ventures and its subsidiaries after elimination of minority interest, as a single entry.

As per the general exemption granted vide General Circular no 2/2011 dtd 8.2.2011 issued by the Ministry of Corporate Affairs, to all the companies under the Sec 212 of the Companies Act, 1956 ,the Company has passed necessary Board resolution for exemption for the year ended March 31, 2012 from attaching to its Balance Sheet, the individual Annual Reports of the subsidiaries. A Consolidated Financial statement of the Company and all its subsidiaries has been attached with the annual report of the Company. The Annual Accounts of the subsidiary companies and the related detailed information , shall be made available to the shareholders of the Company , seeking such information.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 58-A of the Companies Act, 1956.

ENERGY CONSERVATION:

Your Company continues to emphasize on energy conservation at the early stage of plant design and in selection of plant and equipment, electrical motors /designs for optimizing energy consumption by installation of necessary equipment to improve the power factor with a view to achieve better energy efficiency at all levels of operations.

TECHNOLOGY ABSORPTION:

The Collaborators offer periodical training to improve the quality of the Company's products and performance to conform to the latest international standards. Besides, employees of the Company have been attending in-house training programs designed and developed with the help of Collaborators for better understanding of the technology and the Collaborators continue to express their full satisfaction and appreciation with the level of technology absorption in the Company.

FOREIGN EXCHANGE EARNINGS & OUTGO:

Total foreign exchange earnings - Rs. 819.28 Mn(including deemed exports)

Total foreign exchange outgo - Rs. 3267.02 Mn ( including value of imports on CIF basis)

QUALITY MANAGEMENT SYSTEM:

The Company's products comply with the latest international standards in quality and performance. All the major units of the company are ISO Certified as on date.

AUDITORS:

The Statutory Auditors of the Company, M/s Raman S .Shah & Associates, Chartered Accountants retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received a letter from to the effect that their appointment if made would be within the prescribed limit under sec 224(1B) of The Companies Act 1956 ant that they are qualified to be so appointed.

The Directors recommend the appointment of Raman S. Shah & Associates, Chartered Accountants Mumbai as Statutory Auditors of the Company for the financial year 2012-13 with the authority to the Board of Directors to fix their remuneration.

Cost Auditors : In terms of the Notification F No 52/26/CAB-2010 dated January 2012 issued by the Ministry of Corporate Affairs, Government of India, the Company has appointed Mr. Giri Krishna S. Manior as the Cost Auditor for the audit of the Cost Accounting records for the financial year 2012-13. It is in the process of making necessary application to the Central Government for seeking its approval to the appointment of Cost Auditor.

CORPORATE GOVERNANCE:

During the year under review, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as stipulated in clause 49 of the Listing Agreement have been complied with. A separate Report on Corporate Governance along with the Auditors' Certificate on its compliance is given in "Annexure" to this Report.

PARTICULARS OF EMPLOYEES:

Particulars of employees in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, are not given, as none of the employees qualify for such disclosure.

EMPLOYEE STOCK OPTIONS SCHEME

Pursuant to the approval of the shareholders of the Company in the Extra Ordinary General Meeting held on October 20, 2006, the Company has implemented the TTL EMPLOYEES STOCK OPTION PLAN 2006 (ESOP plan). The number of shares offered under the said scheme was 10,50,000 equity shares of Rs. 10/- each ( now 105,00,000 equity shares of face value Rs. 1/-, after the equity shares of Rs. 10/- each were split into 10 equity shares of Rs. 1/- each on the Record Date of 06th November, 2008 ).

The Compensation Committee approved the initial grant of 7,37,200 options of Rs. 10/- each ( now 73,72,000 options of Rs. 1/- each) , to various employees of the company, under the said ESOP Plan .

During the Financial Year 2011-12:

a. The Compensation Committee extended the exercise period upto 31st March 2012 for the options vested on 15.11.2007.

b. The Company allotted 8,52,750 equity shares of Rs. 1/- to all those eligible employees who exercised their options under the TTL ESOP - 2006 Scheme.

c. The Compensation Committee granted 600,000 options to independent directors.

PERSONNEL AND INDUSTRIAL RELATIONS:

The relations with the employees were cordial during the year.

DIRECTORS RESPONSIBILITY STATEMENT:

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

a. That in the preparation of the annual accounts for the financial year ended 31st March 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

d. That the Directors had prepared the accounts for the financial year ended 31st March 2012, on a “going concern” basis.

APPRECIATION:

Your Directors place on record their sincere appreciation to the employees of the Company who worked untiringly and relentlessly. Your Directors are grateful to shareholders, collaborators, customers and suppliers of the Company for their valuable support. Above all, the Directors are indebted to Financial Institutions, Banks, Government and semi Government Authorities without whose help the Company could not have come this far.

For and on behalf of the Board

ANIL JAIN BHARAT VAGERIA

MANAGING DIRECTOR DIRECTOR

Place : Mumbai

Date : 26th May, 2012

---

Mar 31, 2011

The Members,

The Directors' have pleasure in presenting the Directors' report on the business and operations of the Company for the year ended on 31st March, 2011.

FINANCIAL RESULTS: (Rs.in Mn.)

Standalone Consolidated

2011 2010 2011 2010

i Gross Income from Sales 8805.99 7026.39 13665.53 10750.05

ii Net Income from Sales 8218.93 6613.96 12752.68 10113.54

iii Other Income 63.64 37.51 22.70 16.47

iv Total Income 8282.57 6651.47 12775.38 10130.01

v Operating Expenditure 6521.05 5332.00 10392.52 8163.61

vi Profit before Interest, Depreciation & Tax 1761.52 1319.47 2382.86 1966.40

vii Interest 318.11 241.42 451.24 332.56

viii Depreciation 301.86 244.18 439.92 355.24

ix Profit before Tax 1141.55 833.87 1491.70 1278.60

x Provision for Taxes 204.73 133.47 355.75 295.98

xi Minority Interest and shares of Loss/(Profit) of Associates - - 58.84 73.86

xii Net Profit for the Year 936.82 700.40 1077.12 908.75

xiii Deferred Tax (35.45) (16.54) - -

xiv Balance brought forward from previous year 2843.98 2331.41 4456.77 2646.48

xv Provision for taxation of earlier years 20.95 (6.18) 20.74 (62.38)

xvi Amount available for Appropriation 3766.29 3009.09 3549.00

a Proposed Dividend 94.17 83.71 117.15 106.37

b Tax on Dividend 15.27 13.90 19.01 17.74

c Transfer to General Reserves 135.00 67.50 170.00 99.00

D Balance carried to Balance Sheet 3521.85 2843.98 4150.61 3325.88

THE YEAR UNDER REVIEW:

Consolidated

Gross sales and other income for the consolidated entity increased to Rs.13665.53 Mn, as against Rs.10750.05 Mn in the previous year, registered an impressive growth of 27.12%. The Net Profit stood at Rs.1077.12 mn as compared to the previous year Rs.908.75 Mn showing an increase of 18.53%.

Standalone

Gross sales and other income for the standalone entity increased to Rs.8805.99 Mn, as against Rs.7026.39 Mn in the previous year, registered a growth of 25.32%. The Net Profit at Rs.936.82 Mn as against Rs.700.40 Mn represents an increase of 33.74 %, over the previous year. The performance of the company may be considered satisfactory in the wake of overall challenging conditions prevailing in the market.

DIVIDEND:

The Company has performed significantly better during the year, therefore, your Directors are pleased to recommend 45 % Dividend ( being Rs. 0.45 per share] (Previous Year: 40% - final] on 20,92,65,000 Equity Shares of the Company subject to the Approval by The Shareholders and this will absorb about Rs..109.45 Mn including Dividend Tax and surcharge thereon (Previous year :Rs.97.60Mn].

MANAGEMENTS DISCUSSION &ANALYSIS REPORT:

A detailed review of the progress of the Company and the future outlook of the Company and its business, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

DIRECTORS:

Mr. M.K.Wadhwa, Mr. Naveen Jainand Mr. Hans Dietervon Meibom, Directors of the Company retire by rotation and being eligible; offer themselves for reappointment at the ensuing Annual General Meeting.

SUBSIDIARY COMPANIES.

JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS:

At the beginning of the financial year, the Company Had the following Subsidiaries/Joint Ventures:

A. Indian Subsidiaries: viz TPL Plastech Limited (a Company listed at BSE], NED Energy Limited and Schoeller Area Time Materials Handling Solutions Limited

B. Foreign Subsidiaries: Elan Incorporated FZE, Sharjah (UAE], Novo Tech Spz o.o. (Poland], Kompozit Praha s.r.o. Czech Republicand IKON Investment Holdings Limited, Mauritius

In addition to that the Company had step-down subsidiaries i.e

a] Technika Corporation FZE, UAE, subsidiary of NED Energy and Gulf Power Beat WLL Bahrain subsidiary, Technika Corporation FZE and

b] Tianjin Elan Plastech Company Limited (China] and YPA(Thailand] Limited, subsidiaries of Elan Incorporated FZE. Sharjah.

C. JOINT VENTURES: The Company had three joint ventures viz Time Mauser Industries Pvt. Limited, India engaged in the manufacturing of Intermediates Bulk Containers (IBCs] & steel barrels, Mauser Holding Asia Pte Limited, Singapore which own 99.36% equity of Pack Delta (Thailand], a company engaged in the manufacturing of Industrial packaging in Thailand and Schoeller Area Time Holdings Pte Limited, Singapore to initially establish a wholly owned subsidiary in India for carrying on the business of manufacturing, marketing and selling of certain plastic material handling containers and in future to establish subsidiaries in other countries in the Middle East and elsewhere in the Australian and Asian region.

During the financial year, the following acquisitions/incorporations were made by the Company:

a. In India:

NED Energy Limited acquired majority stake in Power Build Batteries Private Limited, Bengaluru, Karnataka. This Company is engaged in the manufacture of tubular batteries. With this acquisition, NED will be synergizing the manufacturing and marketing facilities of both the companies in the existing Telecom segment as well as new segments viz., UPS, Inverter and Railways and will be able to consolidate its position in competing with Big companies in the market in less time.

b. Overseas:

i] GNXT Investment Holdings PTE Limited, Singapore (GNXT] was set up as a subsidiary company of IKON Investment Holdings Limited, Mauritius (IKON], for holding investments overseas.

During the current year, in a re-structuring exercise, Time Technoplast Limited has entered into Share Purchase Agreement with IKON for acquiring it sentire shareholding in GNXT.

ii GNXT acquired 90% stake in Yung Hsin Contain Industry Co. Ltd., largest plastic industrial packaging company in Taiwan.

iii] PT Novo Complast, Indonesia and Tech Complast, Korea , were incorporated as subsidiary of GNXT Investment Holdings Pte Ltd, Singapore for the manufacture of Polymer Products and other Composite Products.

iv] Time Technoplast Limited acquired the plastic product division of Solutia Europe having state-of-the-art production facility in Romania This acquisition brings to Company internationally renowned brands -"Astro Turf" and "Clear Pass" and well organized distribution net work across Asia, Europe and South America.

v] Nile Egypt Plastech Industries S.A.E, Egypt was incorporated as a subsidiary of IKON Invetment Holdings Limited, for the manufacture of Industrial Packaging Products.

During the current financial year, the entire shareholding of Schoeller Area Time Material Handling Solutions Limited, India, which was held by Time Techno plast Limited has been transferred to Schoeller Area Time Holding PTE Limited, Singapore.

As required under the Listing Agreement with the Stock Exchanges, Consolidated Financial Statement of the Company and all its subsidiaries have been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India, and show the financial resources, assets, liabilities, income, profits and other details of the Company, its associate Companies, its joint ventures and its subsidiaries aftere limination of minority interest, as a single entry.

As per the general exemption granted vide General Circular no 2/2011 dtd 8.2.2011 issued by the Ministry of Corporate Affairs, to all the companies under the Sec 212 of the Companies Act, 1956, the Company has passed necessary Board resolution for exemption for the year ended March 31, 2011 from attaching to its Balance Sheet, the individual Annual Reports of the subsidiaries. A Consolidated Financial statement of the Company and all its subsidiaries has been attached with the annual report of the Company. The Annual Accounts of the subsidiary companies and the related detailed information, shall be made available to the shareholders of the Company. seeking such information.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 58-A of the Companies Act, 1956.

ENERGYCONSERVATION:

Your Company continues to emphasize on energy conservation at the early stage of plant design and in selection of plant and equipment, electrical motors /designs for optimizing energy consumption by installation of necessary equipment to improve the power factor with a view to achieve better energy efficiency at all levels of operations.

TECHNOLOGYABSORPTION:

The Collaborators offer periodical training to improve the quality of the Company's products and performance to conform to the latest international standards. Besides, employees of the Company have been attending in-house training programs designed and developed with the help of Collaborators for better understanding of the technology and the Collaborators continue to express their full satisfaction and appreciation with the level of technology absorption in the Company.

FOREIGN EXCHANGEEARNINGS&OUTGO:

Total foreign exchange earnings - Rs.605.70 Mn (in cluding deemed exports]

Total foreign exchange outgo - Rs.2607.49 Mn (in cluding value of imports on CIF basis]

QUALITY MANAGEMENT SYSTEM:

The Company's products comply with the latest international standards in quality and performance. All the major units of the Company are ISO Certified as on date.

AUDITORS:

The Statutory Auditors of the Company, M/s Raman S .Shah & Associates, Chartered Accountants retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received a letter from to the effect that their appointment if made would be within the prescribed limit under sec 224(1 B] of The Companies Act 1956 and that they are qualified to be so appointed.

The Directors recommend the appointment of Raman S. Shah & Associates, Chartered Accountants Mumbai as Statutory Auditors of the Company for the financial year 2011-12 with the authority to the Board of Directors to fix their remuneration.

CORPORATEGOVERNANCE:

During the year under review, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as stipulated in clause 49 of the Listing Agreement have been complied with. A separate Report on Corporate Governance along with the Auditor's Certificate on its compliance is given in "Annexure" to this Report.

PARTICULARS OF EMPLOYEES:

Particulars of employees in accordance with the provisions of Section 217|2A] of the Companies Act, 1956 read with the Companies (Particulars of Employees] Rules, 1975 as amended, are not given, as none of the employees qualifies for such disclosure.

EMPLOYEE STOCK OPTIONS SCHEME:

Pursuant to the approval of the shareholders of the Company in the Extraordinary General Meeting held on 0ctober20, 2006, the Company has implemented the TTL EMPLOYEES STOCK OPTION PLAN 2006 (ESOP Plan]. The number of shares offered under the said scheme was 1,050,000 equity shares of Rs. 10 each ( now 105,00,000 equity shares of face value Rs. 1, after the equity shares of Rs.10each were split into loequity shares of Rs.1eachontheRecord Date of 06th November.2008].

The Compensation Committee approved the initial grant of 737,200 options of Rs. 10 each (now 7,372,000 options of Rs. 1 each, to Various employees of the company. Under the said ESOP Plan.

During the Year

i] The Company obtained in principle approval of NSE and BSE for the listing upto a maximum 10,500,000 equity shares of Rs.1 each to be issued under the TTL Employees Stock Option Scheme - 2006 .

ii] The Compensation Committee extended the exercise period up to 31st July,2011 for the options vested on 15.11.2007.

iii] Number of options granted: Nil; Number of options exercised: Nil

PERSONNEL AND INDUSTRIAL RELATIONS:

The relations with the employees were cordial during the year

DIRECTORS'RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA] of the Companies Act, 1956 with respect to Directors' responsibility statement, it is hereby confirmed:

a. That in the preparation of the annual accounts for the financial year ended 31st March 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

d. That the Directors had prepared the accounts for the financial year ended 31st March 2011, on a "going concern" basis.

APPRECIATION:

Your Directors place on record their sincere appreciation to the employees of the Company who worked untiringly and relentlessly. Your Directors are grateful to shareholders, collaborators, customers and suppliers of the Company for their valuable support. Above all, the Directors are indebted to Financial Institutions, Banks, Government and Semi-Government Authorities without whose help the Company could not have come this far.

For and on behalf of the Board

ANIL JAIN BHARAT VAGERIA

MANAGING DIRECTOR DIRECTOR

Place : Mumbai,

Date : 27th May, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the Directors Report on the business and operations of the Company for the year ended on 31st March,2010.

FINANCIAL RESULTS: (Rs. in Mn.)

Standalone Consolidated

2009-10 2008-09 2009-10 2008-09

i Gross Income from Sales 7026.39 5902.40 10750.05 8882.94

ii Net Income from Sales 6613.96 5224.34 10113.54 7897.47

iii Other Income 37.51 56.83 16.47 3.92

iv Total Income 6651.47 5281.17 10130.01 7901.39

v Operating Expenditure 5332.00 4196.20 8163.61 6339.62

vi Profit before Interest, Depreciation & Tax 1319.47 1084.97 1966.40 1561.77

vii Interest 241.42 188.24 332.56 271.08

viii Depreciation 244.18 192.08 355.24 259.45

ix Profit before Tax 833.87 704.65 1278.60 1031.24

x Provision for Taxes 133.47 107.14 295.98 269.34

xi Minority Interest and shares of Loss/(Profit) of Associates - - 73.86 71.83

xii Net Profit for the Year 700.40 597.51 908.75 690.06

xiii Deferred Tax <16.54> (15.04) - -

xiv Balance brought forward from previous year 2331.41 1889.90 2583.96 2095.99

xv Provision for taxation of earlier years <6.18> 3.23 (6.24) 3.87

xvi Amount available for Appropriation: 3009.09 2475.60 3486.47 2789.92

a.Proposed Dividend 83.71 73.24 106.37 94.25

b Tax on Dividend 13.90 12.44 17.74 16.02

c Transfer to General Reserves67.50 58.50 99.00 95.68

D Balance carried to Balance Sheet 2843.98 2331.42 3263.36 2583.96

THE YEAR UNDER REVIEW:

Consolidated

Net Income from the consolidated entity increased to Rs. 10113.54 Mn, as against Rs.7897.47 Mn in the previous year, registered an impressive growth of 28.06%. The Net Profit stood at Rs. 908.75 mn as compared to the previous year Rs. 690.06 Mn showing an increase of 31.69%.

Standalone

Net Income from the standalone entity increased to Rs 6613.96 Mn, as against Rs.5224.34 Mn in the previous year, registered a growth of 26.60%. The Net Profit at Rs. 700.40 Mn as against Rs. 597.51 Mn represents an increase of 17.22 %, over the previous year. The performance of the company may be considered satisfactory in the wake of overall challenging conditions prevailing in the market.

DIVIDEND:

The Company has performed significantly better during the year, therefore, your Directors are pleased to recommend 40 % Dividend (being Re 0.40 per share) (Previous Year: 35% - final) on 20,92,65,000 Equity Shares of the Company subject to the Approval by the Shareholders and this will absorb about Rs.97.60 Mn including dividend tax and surcharge thereon (Previousyear:Rs85.69 Mn).

MANAGEMENTS DISCUSSIONS ANALYSIS REPORT:

A detailed review of the progress of the Company and the future outlook of the Company and its business, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

DIRECTORS:

Mr. K. N. Venkatasubramanian and Mr. Raghupthy Thyagarajan, Directors of the Company retire by rotation and being eligible;offerthemselvesforreappointmentattheensuingAnnualGeneral Meeting.

SUBSIDIARY COMPANIES JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS:

At the beginning of the financialyear, the Company had following Indian subsidiaries -TPL Plastech Limited (a Company listed at BSE), NED Energy Limited and two foreign subsidiaries viz Elan Incorporated FZE, Sharjah (UAE), Novo Tech Sp z o.o. (Poland). In addition to that the Company had a step down subsidiaries i.e Technika Corporation FZE, UAE, subsidiary of NEDEnergyand Gulf PowerBeatWLLBahrainwhichisasubsidiaryofTechnika Corporation FZE.

During the year under consideration, Elan Incorporated FZE set up a wholly owned subsidiary Tianjian Elan Plastech Company Limited in China to Manufacture Packaging products& Intermediate Bulk Containers(IBCs).

Elan further acquired 100% equity of YPA (Thailand) Limited - Industrial Packaging Company. YPAs capacity and product portfolio is being expanded to caterto ASEAN region more effectively.

The Company has acquired 99% equity of Kompozit Praha s.r.o. Czech Republic, a company engaged in the business of manufacturing Composite Cylinders. Through this acquisition Time Tech shall be able to bring for the first time state of theartCompositeCylindersin Indiaandwill explore business opportunities in other countries in Asia and Middle East.

The Company had two joint ventures viz Time Mauser Industries Pvt. Limited, India engaged in the manufacturing of Intermediates Bulk Containers (IBCs) and steel barrels, Mauser Holding Asia Pte Limited, Singapore which own 99.36% equityof Pack Delta (Thailand), a company engaged in the manufacturing of Industrial packaging inThailand.

The Company has also set up a wholly owned subsidiary, IKON Investment Holdings Limited, Mauritius (IKON).This is an investment holding company to hold worldwide investments (excluding Mauritius and India) with its principal focus in Middle East and Asian countries including Thailand and Singapore and other emerging markets countries. As required under the Listing Agreement with the Stock Exchanges, Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statement have been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India, and show the financial resources, assets, liabilities, income, profits and other details of the Company, its associate Companies, its joint ventures and its subsidiaries after elimination of minority interest.as a single entry.

The Company has applied for exemption for the year ended March 31, 2010 to the Ministry of Corporate Affairs from attaching the individual Annual Reports of the subsidiaries.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 58-A of the CompaniesAct,1956.

ENERGYCONSERVATION:

YourCompany continuesto emphasize on energy conservation at the early stageof plant design and in selection of plant and equipment, electrical motors /designs for optimizing energy consumption by installation of necessary equipment to improve the power factor with a view to achieve better energy efficiency at all levels of operations.

TECHNOLOGY ABSORPTION:

The Collaborators offer periodical training to improve the quality of the Companys products and performance to conform to the latest international standards. Besides, employees of the Company have been attending in-house training programs designed and developed with the help of Collaborators for better understanding of the technology and the Collaborators continue to express their full satisfaction and appreciation with the level of technology absorption in the Company.

FOREIGN EXCHANGE EARNINGS & OUTGO:

Total foreign exchange earnings - Rs 275.30 Mn (including deemed exports]

Total foreign exchange outgo - Rs2507.68Mn

QUALITY MANAGEMENTSYSTEM:

The Companys products comply with the latest international standards in quality and performance. All the major units of thecompanyare ISO Certified asondate.

AUDITORS:

The Statutory Auditors of the Company, M/s Raman S .Shah & Associates, Chartered Accountants retire at the ensuing Annual General Meeting and being eligible offerthemselves for reappointment. The Company has received a letter from to the effect that their appointment if made would be within the prescribed limit under sec 224(1 B) of The Companies Act 1956 ant that theyare qualified to be so appointed.

The Directors recommend the appointment of Raman S. Shah & Associates, Chartered Accountants Mumbai as Statutory Auditors of the Company for the financial year 2010-11 with the authority to the Board of Directors to fix their remuneration.

CORPORATE GOVERNANCE:

During the year under review, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as stipulated in clause 49 of the Listing Agreement have been complied with. A separate Report on Corporate Governancealong with theAuditors-Certificateon its complianceisgiven in "Annexure"to this Report.

PARTICULARS OF EMPLOYEES:

Particulars of employees in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, are not given, as none of the employees qualify for such disclosure.

PERSONNEL AND INDUSTRIAL RELATIONS:

The relations with the employeeswere cordial during theyear.

DIRECTORS RESPONSIBILITYSTATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors responsibility statement, it is hereby confirmed:

a. That in the preparation of the annual accounts for the financial year ended 31st March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. That the Directors had prepared the accounts for the financial year ended 31 st March 2010, on a "going concern" basis.

APPRECIATION:

Your Directors place on record their sincere appreciation to the employees of the Company who worked untiringly and relentlessly. Your Directors are grateful to shareholders, collaborators, customers and suppliers of the Company for their valuablesupport.Aboveall, the Directorsareindebted to Financial Institutions, Banks, Governmentand semi Government Authorities withoutwhose help theCompany could not have come this far.

For and on behalf of the Board

ANIL JAIN BHARATVAGERIA

MANAGING DIRECTOR DIRECTOR

Place : Mumbai, Date : 25th May, 2010