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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Xpro India Ltd.

Mar 31, 2025

We present our Annual Report together with the Audited Financial Statements ofyour Company for the year ended March 31, 2025.

Financial Results

(amounts in INR lacs)	2024-25	2023-24
Operating Revenues	535^,28-4⁸	465,41.10
Profit before Interest, Depreciation & Tax	72,88.37	78,32.77
Â¦ Interest & other finance costs	⁽ 4^,37-73⁾	( 5,00.63)
Profit before Depreciation and Tax	68,50.64	73^,3²14
Â¦ Depreciation	( 10,51.03)	( 11,13.70)
Â¦ Exceptional Items	-	( 2,02.00)
Profit Before Tax	57,99.61	60,16.44
Taxation
Â¦ Current tax	( 14,91.00)	( 8,01.45)
Â¦ Tax adjustment for earlier years	59 ⁰9	^{( 1}.94⁾
Â¦ Deferred Tax asset	-	-
Â¦ Deferred Tax liability	¹35⁰	( 8,25.16)
Total Tax Provision	( 14,18.41)	( 16,28.55)
Profit after Tax	43,81.20	43,87.89
Â¦ Other Comprehensive Income	12.27	2.84
Â¦ Surplus brought forward	¹33^,1033	93^,33 ⁰4
Â¦ Dividends (for FY 23-24 / FY 22-23)	( 4,40.69)	⁽ 4^,13.44⁾
Surplus Carried Forward	172,63.11	¹33^,10 33

We are pleased to report that the Company reaffirmed its operational resilience in a volatile business environment marked by supply chain worries, rising costs, geopolitical tensions, and others. This, we consider, underscores the efficacy of the managementâs operational strategies and the Companyâs competitive strengths.

As indicated in quarterly disclosures, both domestic and global economic and trading conditions had affected market sentiment and margins across many manufacturing sectors. The Companyâs performance was not entirely insulated from such headwinds; margins moderated in the year, which however should be viewed as transient circumstances. The gross cash earning (PBDT) of INR 68.51 crores, we believe, speaks positively for the Companyâs intrinsic strengths. After a significant payout of Tax, the Board in accordance with its Dividend Distribution Policy recommends maintaining Dividend at INR 2/- per share on the enhanced capital (as below) for the year ending March 31, 2025, to be paid after shareholder approval.

Share Capital & Resources

In the previous year 14,35,750 warrants had been allotted on a preferential basis to 12 subscribers (including 1,05,750 to 2 promoter group entities) at an issue price of INR 975 per warrant, with an initial payment of 35% of the warrant price and the balance 65% payable at warrant holderâs option anytime within 18 months from allotment. Each fully paid-up warrant entitles subscription to and allotment of 1 equity share of INR 10 of the Company at a premium of INR 965. During the year, 4 subscribers (including promoter group entities) exercised their options well ahead of the final date by payment of the balance 65% and were allotted a total of 2,65,750 equity shares. The capital of the Company now stands at INR 22.30 crores comprising of 2,23,00,391 equity shares of INR 10 each. Assuming full

conversion of outstanding warrants (when fully paid up) the equity capital will be INR 23.47 crores by July 2025. Net Worth is now INR 616.87 crores (INR 560.51 crores). There is no long-term debt relating to current operations, and only a modest debt for working capital is utilized from Banks. Significant liquidity is earmarked for growth.

Capital raised through the 2 preferential issues over the earlier years and a QIP in the previous year is being utilized for the purposes stated and is monitored as required. The Promoter Group invested in both preferential offers, has converted warrants into equity earlier than scheduled, and is subject to longer lock-in periods than the others; any prima-facie dilution in promoter holdings have been purely a consequence of allotments made to others.

Review of Key Business Matters

The Indian economy has been resilient, as per a recent statement of the Reserve Bank of India, despite the environment of elevated trade, protectionist, and tariff-related uncertainties. Global growth aspirations continue to face significant headwinds with policy shocks, uncertainty and indifferent consumer sentiment; these also prompted the International Monetary Fund (IMF) to revise global growth projections downwards. Despite its own challenges, the Indian economy expects to grow at over 6% on the back of policies, and consolidating role as a geopolitical alternative. Further, in the context of the Companyâs investment undertaken in the UAE, we are optimistic about the growing integration of UAE-based manufacturing into global supply chains.

The Company again delivered worthy operational performance. Aggregate production across units rose by 18% to 33,014 MT (previous year: 27,891 MT), yielding a revenue increase of 15% to INR 535.28 crores (INR 465.41 crores). In our sectors, revenue value is influenced by product mix, pricing dynamics, and raw material cost changes, and cannot directly mirror volume. Details on operations are available in the Managementsâ Discussion and Analysis.

Xpro India endures as the domestic market leader and the pioneering Indian manufacturer of premium dielectric BOPP films, and is recognized in external markets for quality, innovation, and service. The Companyâs capabilities allow it to stand up successfully to zero-duty imports from manufacturers in Japan, Korea, China, and Europe.

The dielectric films market continues to expand, driven by demand from sectors such as electric vehicles, renewable energy, and consumer electronics. Xpro Indiaâs dielectric films were consistently in demand and as always remained in a strong competitive zone. The Barjora dielectric film line operated near full capacity, continuing its strategic direction towards thinner and higher-value variants. Pricing had to be kept dynamic and flexible to retain market traction in a frequently volatile scenario, even at the risk of occasional impact on margins. Further for alignment of available capacity and domestic demand, exports were temporarily moderated.

Refrigerator OEMs - our key clients for coextruded sheets and thermoformed liners produced at Ranjangaon and Greater Noida - achieved a 16% production growth to nearly 19 million units. Indiaâs refrigerator markets continue to grow, supported by demand from non-metros, advancing consumer preferences, and supportive government policies. Investments to expand refrigerator capacities have been announced, and the shift towards premium, and smart appliances may drive momentum to a CAGR of 10-11% through 2030. While more refrigerators means more demand for our products, pricing pressures on us will be omnipresent due to competitive burdens of our clients.

The governmentâs PLI scheme seems to have inspired some OEMs to install partial sheet manufacturing capacities, trimming our available market. But our established capabilities and consequent long-standing client trust ensured continued business from leading brands. During the year, Coex Division consolidated some sheet extrusion and vacuum forming capacities via acquisition of production lines from another operator; these are in operation now.

At Ranjangaon the supply of lower-cost solar power via Open Access, from associate company TP Mercury Limited, commenced from October 1, 2024 leading to significant energy cost savings, with benefits expected to continue over a 25-year contract period.

The Consolidated Accounts reflect the pre-operational deficit of the subsidiary Xpro Dielectric Films FZ-LLC, UAE (largely including provisions in compliance with applicable accounting standards) of AED 2.52 million (equivalent to INR 5.81 crores), covering legal and incorporation expenses, foreign currency fluctuation provision on supplierâs credit, accounting for leases, fees on financial facilities, etc.

The Company remains mindful of stakeholder and societal interests and pursues inclusion of ESG principles in business conduct and, going forward, expect to further improve ESG practices. Sound governance is key, supported by policies towards compliances and ethical conduct. For CSR obligations we support carefully selected initiatives. The Board continues to support management in building a future-ready, performance-driven organisation aligned with the Companyâs ethos, strategic vision and potential.

Growth

As part of its long-term roadmap, the Company undertook significant capacity expansions in India and in the UAE for advanced dielectric films. These investments intend to fortify and strategically position the Company by consolidating its footprint in quality-driven user segments, with emphasis on India, Europe, and the Americas. Upon completion our dielectric film nameplate capacity will go to approximately 13,000 MT, a considerable leap from the current 4,000 MT per annum. This likely positions the Company in the mid-to-upper range of global competitors, yet affords it sufficient flexibility for enhancing its concentration on key clients and niche markets.

Given the technical complexity for manufacturing dielectric films - they range from 2 to 12 microns in thickness and require specialized equipment and controlled environments - project timelines are stretched due to long supply schedules, including for customized machinery. Both the Barjora and UAE projects variously underwent external delays including logistical and procedural challenges, and supply-related issues where suppliers had to make extra efforts to live up to the Companyâs precise requirements. However, both projects can be considered to be broadly on track. Bapora has started sequential testing and dry-runs, which will spread out across the coming weeks. The UAE project is progressing steadily with capital resources and numerous equipment arrivals in place.

In the short term it is important to be conscious that increased operations may entail margin compression due to ramp-up costs and timelines, and depreciation on new assets. The projects are largely equity-funded with nominal reliance on long-term debt (limited to some supplier credits), thus derisking the business model to the extent practicable. The organic expansions are key to long-term value creation and in reinforcing our overall competitive standing. Looking ahead, as dielectric films offer growth headroom, management has been evaluating additional advanced dielectric film capacity, and a decision will be guided by techno-economic and market criteria. Parallelly, asset-light growth opportunities in non-dielectric areas are also being assessed, aligned with our competencies.

Directors And Key Management Personnel

Independent Directors Sri Amitabha Guha, Sri Ashok Jha, Sri Utsav Parekh and Sri S. Ragothaman completed their respective second term of five consecutive years as Independent Directors of the Company at the close of business hours on July 29, 2024 and consequently retired from the Board. The Board of Directors placed on record their sincere appreciation of the diligent services and valuable guidance rendered by Sri Guha, Sri Jha, Sri Parekh, and Sri Ragothaman all through their respective tenures on the Board and its Committees.

The Board, on the recommendation of the Remuneration and Nomination Committee, with effect from April 14, 2025, has appointed Sri Gaurav J Shah in the capacity of a Non-Executive Independent Director to hold office for a term of 5 years, and re-appointed Sri Utsav Parekh as a Non-Executive Non-Independent Director liable to retire by rotation; shareholdersâ approval was obtained through postal ballot on May 22, 2025.

Sri Bharat Jhaver retires by rotation at the ensuing Annual General Meeting. Being eligible, he offers himself for re-appointment in terms of Section 149, 152 and other applicable provisions of the Companies Act, 2013.

During the year, 5 Board Meetings were held as per details in the Corporate Governance Report. The Independent Directors met separately on March 4, 2025 as required.

Statutory And Other Matters

Information as per the requirements of the Companies Act, 2013 (âthe Actâ), our report on Corporate Governance and the Managementsâ Discussion & Analysis Report form a part of this Report and are annexed hereto. The Annual Return (Form MGT-7) is available on the Companyâs website at xproindia.com/annual-reports/ and information on conservation of energy, technology absorption & foreign exchange earnings and outgo is in an annexure hereto.

The Company has received necessary declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as per Section 149(6) of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) and this has been noted by the Board. The Board also confirms that the Independent Directors of the Company meet the criteria of expertise, experience and integrity in terms of the Act and the Listing Regulations. The Board has, on recommendation of the Remuneration and Nomination Committee, framed a policy for the appointment and remuneration of Directors and Senior Managerial Personnel and criteria for determining independence and relevant matters (policy and criteria are annexed; also available at xproindia.com/wp-content/uploads/2025/05/Remuneration.pdf). Pursuant to provisions of the Act and Listing Regulations the Board carried out annual evaluation of its performance, individually for all directors, and evaluation of all its Committees. A questionnaire was circulated to all Directors; a concerned Director does not participate in any discussion while he/she is being evaluated. The Remuneration and Nomination Committee also evaluated the performance of each Director. Evaluation of the Chairman and non-independent Directors was carried out at the meeting of Independent Directors.

The Company has formulated a Policy for determining material subsidiaries as required under Regulation i6(i)(c) of SEBI Listing Regulations, 2015 (xproindia.com/wp-content/uploads/2025/05/Material-Subsidiaries.pdf). In the year, on May 21, 2024, a wholly owned subsidiary named Xpro Dielectric Films FZ-LLC was incorporated in UAE as a Free Zone Limited Liability Company (FZ-LLC) under the Companyâs Regulations of Ras Al Khaimah Economic Zone Authority; all the registration requirements were satisfied on June 3, 2024.

For Xpro Global Limited (XGL), erstwhile wholly owned subsidiary, no viable opportunities had fructified taking into account XGLâs size and scale; with the parent Company having its own plans, there was no visible advantage in retaining the holding in XGL. Accordingly, during the year the Board approved the disposal of investment in XGL for a consideration of INR 3.0 Lacs (Book Value as on March 31, 2024: INR 2.23 Lacs) to Intellipro Finance Pvt Ltd, a promoter entity. Upon completion of all applicable formalities, the shares of XGL were sold to Intellipro on September 30, 2024 and XGL ceased to be a subsidiary of the Company. At year-end the Company had one wholly owned subsidiary - Xpro Dielectric Films FZ-LLC; TP Mercury Limited is the only Associated company. A statement containing the salient features of the Financial Statement of Subsidiary Companies and Associate Company in the prescribed format is annexed herewith in Form AOC -1.

Details of guarantees and investment covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, are given in the Notes forming part of the financial statements. The Company has not granted any loan to which the provisions of Section 186 of the Act apply. The Company does not invite or accept any Deposits and accordingly there are none outstanding on March 31, 2025.

The Company has an internal control system commensurate with its size of operations. Internal audit is carried out by external agencies which report to the Audit Committee. During the course of internal audit, the efficacy and adequacy of internal control systems is also evaluated and all corrective actions are taken, based on reports or whenever merited. Transactions with related parties during the year were in the ordinary course of business and at armâs length. There are no material related party transactions which may have a potential conflict of interest with that of the Company and to which Section 188(1) of the Act applies. Accordingly Form AOC-2 is not required to be annexed. As required under the Act, and Regulation 23 of SEBI Listing Regulations, all proposed Related Party Transactions are placed before the Audit Committee for approval or omnibus approval as appropriate; a statement of all such transactions is also placed for review. The policy on Related Party Transactions is available on the website at xproindia.com/wp-content/uploads/2025/05/RPT.pdf. The Audit Committee is compliant with Section 177 of the Act and Regulation 18 of Listing Regulations; details are given in our Corporate Governance Report. There was no instance where the Board did not accept any recommendation of the Audit Committee.

The Company has a vigil mechanism for directors and employees under a Whistle Blower Policy; no employee is denied access to the Audit Committee in this regard. The policy provides for safeguards through Protected Disclosures against victimization of persons who use such mechanism, is displayed on the Companyâs website and is also annexed herewith. Information pursuant to Section 197(12) of the Act read with Rule 5 (as amended) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed. A committee looks into complaints, if any, under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013; no complaint was filed during the year and none are pending.

There was no change in the nature of business of the Company during the financial year. There are no significant and material orders passed by any Regulators or Courts/Tribunals which impact the going concern status of the Company and its future operations. There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year to which the Financial Statements relate and the date of this Report. The disclosure or reporting with respect to any pending proceedings under the Insolvency and Bankruptcy Code, 2016 and instances of one -time settlements with any bank or financial institution are not applicable as there are no instances. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

The Corporate Social Responsibility (CSR) committee is compliant with Section 135 of the Act; details are furnished in the Corporate Governance Report. Our activities support implementing agencies or contribute to approved funds. The CSR Policy and annual report on CSR are annexed herewith. The Company is among the top 1,000 listed entities based on market capitalization on March 31, 2025.

The Dividend Distribution Policy is available at xproindia.com/wp-content/uploads/2025/05/DDP.pdf. Business Responsibility and Sustainability Report (BRSR) under Regulation 34(2)(f) of SEBI (LODR) Regulations is annexed and forms part of this Annual Report.

Certain statements in the Directorsâ Report and Management Discussion and Analysis describing the Companyâs objectives, expectations, projections, or predictions may be âforward-looking statementsâ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference include economic conditions, input costs, price realization, supply chain or logistical disruptions, changes in government regulations, tax regimes, and other incidental factors.

Directorsâ Responsibility Statement

judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year; (iii) the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) the Directors had prepared the annual accounts on a going concern basis; (v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditors'' Observations

The observations of Statutory and Secretarial Auditors are self-explanatory and do not call for any comments.

Auditors

M/s Walker Chandiok & Co LLP, Chartered Accountants, were re-appointed as Statutory Auditors at the 25th Annual General Meeting (âAGMâ) held on June 24, 2022 to hold office for a second and final term of 5 (Five) consecutive years from conclusion of the 25th AGM till the conclusion of the 30th AGM.

Pursuant to Section 204 of the Act, Sri Girish Bhatia, practicing Company Secretary, was appointed to undertake Secretarial Audit for the year ended March 31, 2025. The report of Secretarial Auditor for FY 2024-25 is annexed herewith. The Board, on the recommendation of the Audit Committee, proposes the appointment of M/s. Mamta Binani & Associates, Practicing Company Secretaries (Firm Regn. No.: P2016WB060900) (Peer Review Certificate No. 6475/2025) as the Secretarial Auditors of the Company. The Company has received written consent, eligibility letter and other necessary declarations and confirmations from M/s. Mamta Binani & Associates, stating that they satisfy the criteria provided under Section 204 of the Act read with Regulation 24A of the Listing Regulations and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder. If approved by Members, the appointment of M/s. Mamta Binani & Associates, Practicing Company Secretaries as the Secretarial Auditors will be for a period of 5 consecutive years commencing from the conclusion of 28th AGM till the conclusion of the 33rd AGM.

The Company made and maintained cost records as prescribed under the Companies Act, 2013. Cost Audit for the year ended March 31, 2025 is carried out by M/s Sanghavi Randeria & Associates, Cost Accountants, Mumbai (Registration No. 00175). The Board, on recommendation by the Audit Committee, has appointed the said M/s Sanghavi Randeria & Associates to conduct audit of cost records for the year ending March 31, 2026; under Section 148 (3) of the Act their remuneration requires approval at the ensuing AGM.

Acknowledgements

We place on record our sincere appreciation of (a) the valuable cooperation and support received at all times by the Company from all its Bankers, particularly the lead bank, State Bank of India, (b) all concerned Government and other authorities; and (c) the trust and faith of our shareholders/investors and stakeholders. We record the extremely valuable cooperation and support of the teams of RAKEZ (Ras Al Khaimah Economic Zone) and other authorities. Relations with employees were generally cordial. We record our appreciation of the sincere and dedicated services of all employees, and their working towards positivity and the growth of your Company.

Mar 31, 2024

We present herewith our Annual Report together with the Audited Financial Statements of your Company for the year ended March 31, 2024; we are pleased to say that our strong performance endures, driven by a skilled management team and by committed employees. These elements are reinforced by a progressive attitude and sound governance.

Financial Results

(Amounts in INR lacs)
	FY 2024	FY 2023
Operations resulted in a Profit before
Interest and Depreciation (PBIDT) of	78,32.77	78,28.44
less : Interest & other finance costs	( 5,00.63 )	( 7,53.19 )
Profit before Depreciation and Tax (PBDT)	73,32.14	70,75.25
less :
Depreciation	11,13.70	11,52.18
Exceptional Items	2,02.00	-
Profit Before Tax (PBT)	60,16.44	59,23.07
less :
Current tax	8,01.45	7.83
Tax adjustment for earlier years	1.94	( 32.64 )
Deferred Tax asset	-	4,54.52
Deferred Tax liability	8,25.16	9,57.01
Profit after Tax (PAT)	43,87.89	45,36.35
Other comprehensive income	2.84	( 21.59 )
Surplus brought forward	93,33.04	50,54.55
Dividend (for FY 22-23 / FY 21-22)	( 4,13.44 )	( 2,36.27 )
Surplus carried forward	1,33,10.33	93,33.04

The results are considered satisfactory, especially given that (a) installed capacities remain unchanged from FY 2022-23; (b) the dielectric films plant had a minor increase in planned downtime for technical enhancement; and (c) there were periods of sub-optimal market economics and conditions. However a resilient bottom-line underscores the effectiveness of our operational strategies and competitive edge.

PBIDT held steady at INR 78.33 crores (INR 78.28 crores). PBDT rose 3.6% to INR 73.32 crores (INR 70.75 crores). Exceptional charges of INR 2.02 crores were accounted for, being compensation demanded by consortium banks against loans rescheduled (without sacrifice) in 2016 and prepaid by us in the previous year. PAT was marginally lower at INR 43.88 crores (INR 45.36 crores). Current tax outflow was notably higher than in previous years.

The Board in accordance with the Dividend Distribution Policy has recommends for shareholdersâ approval a dividend of INR 2 per share for the year ending March 31, 2024, subject to shareholder approval. This reflects a prudent balance between distributing profits and conserving resources.

Share Capital & Resources

During FY 2021-22 the Company had allotted on a preferential basis 16,40,000 warrants to Malabar India Fund Limited (âMalabarâ), a category I foreign portfolio investor (non-promoter, public) and 3,28,000 warrants to promoter group entities at a price of INR 762 per warrant, with initial payment being 25% of the warrant price; each fully paid-up warrant would entitle subscription to and allotment of 1 equity share of INR 10 at a premium of INR 752. The promoter group exercised its entitlements in FY 2022-23 itself; Malabar exercised their entitlement in full during the year under review.

All allotees of these equity shares also received appropriately reserved bonus shares, in the same ratio of 1:2 as allotted to all other shareholders. The total amount raised from this full issue was INR 149.96 crores.

Further capital raises were announced in the year under review to help support our core strategic vision of building global significance in dielectric film industry. We were delighted to receive shareholder approvals at the Extra Ordinary General Meeting held on January 16, 2024 for raising (a) upto INR 140 crores via warrants issued on a preferential basis; and (b) upto INR 150 Crores via Qualified Institutions Placement. We are pleased that the Companyâs offerings triggered keen interest from reputable, informed and judicious investors, and in a very short time the Company could complete both offerings by issuing and allotting during the year :

(i) 14,35,750 warrants on a preferential basis to 12 subscribers (of which 1,05,750 were to 2 promoter group entities) at an issue price of INR 975 per warrant with initial payment of 35% of the warrant price, and the balance 65% at warrant holderâs option within 18 months; each fully paid-up warrant entitles subscription to and allotment of 1 equity share of INR 10 at a premium of INR 965. Initial proceeds of this issue as above are INR 48.99 crores and the issue will aggregate to INR 139.99 crores assuming full conversion of warrants; and

(ii) 13,62,397 fully paid-up equity shares via Qualified Institutions Placement to 21 subscribers, at INR 1101 (face value INR 10 plus premium of INR 1091) per equity share, i.e. at a discount as permitted by regulations of INR 57.32 (or 4.95%) on the floor price of INR 1158.32 per equity share. The proceeds aggregated INR 150 crores.

The Board welcomes all the above investors as esteemed partners to existing stakeholders in the Companyâs future. The paid-up equity capital now stands at INR 22.03 crores; upon conversion of outstanding warrants when fully paid up, the equity capital will stand at INR 23.47 crores. There has been (and will further be, upon the latter allotment) a material addition to Reserves on account of securities premium; Net Worth stands at INR 560.51 crores (INR 233.55 crores).

Proceeds from all the above issues are being utilized for purposes stated and monitored carefully. Shareholders were kept informed that these latest issues marked the end of our foreseeable capital-raising actions. The capital infusion has been timely and significant; additionally the Company has negligible debt levels, or pay-out obligations on the horizon. So the healthy net cash additions and the enhanced capital resources can be applied to organic growth with confidence.

The Promoter Group invested in both above preferential offers, and is subject to longer lock-in periods on their infusion than the others; the prima-facie dilution in promoter holdings are purely a consequence of allotments made to the other subscribers. Some promoter group entities had also supported the Company in 2019 by pledging part of their equity holdings in the Company as additional collateral favouring consortium banks of the Company; after the Company repaid the banks duly in the previous year, the pledges were finally released during the year under review.

Review of Key Business Matters

India, the worldâs fastest-growing large country, is expanding annually at 6-7%. Private sector confidence is reportedly at its highest since 2010. Already the fifth-largest economy it may rank third by 2027, after America and China. Resilience in manufacturing, massive infrastructure spending, a respectable agricultural output, increasing direct and indirect tax collections and strong foreign exchange reserves - all portend well for sustained growth. Improvements to infrastructure and logistical costs can be expected. Job creation remains an urgent priority. Of course the usual overall risks, including but not limited to policy and monetary policy changes, geopolitics, inflation and climate (e.g. monsoon-led) will always remain. However, recent reports do indicate that there are expectations of a good monsoon, signs of pick-up in rural demand and slowing inflation; there could be a durable, broad-based improvement in consumption.

The global economy continues growing at a modest pace according to OECDâs latest outlook which projects global GDP growth of 3.1% in 2024, the same as in 2023, followed by a slight pick-up to 3.2% in 2025. The impact of tight monetary conditions continues to be felt, particularly in housing and credit markets, but global activity is proving relatively resilient. Geopolitics is an indefinite factor. A decline in inflation continues, and private sector confidence is reported to be improving. As a separate observation, global markets for dielectric films have been assessed by various sources to potentially grow so as to occupy foreseeable industry-wide capacity increases, including our plans articulated below.

For the Companyâs own operations, we are happy to report that despite challenges of capacity limitations and sub-optimal market circumstances, aggregate production across our units grew to 27,891 MT (vs. 26,607 MT in the previous year -adjusted for toll-manufacture from discontinued unit). However, turnover registered lower by 8.9% at INR 465.41 crores (INR 510.97 crores). It bears mentioning, as also indicated in our investor releases, that the drop in top-line value largely associates with softer raw material prices, which reflect on revenue through consequent adjustments in product pricing. The end of toll manufacturing at the erstwhile packaging film unit transferred in FY 2022-23 was also a factor (approx. INR 5 crores, or around 1%). The stability in our physical activity reflects in total production tonnage being 4.8% higher over the previous year. Some higher value-added products, as well as higher interest income, helped mitigate the adverse pressures. The Managementâs Discussion and Analysis report contains finer details, the broader picture is covered here.

The Barjora dielectric film line maintained its dynamic performance, operating at almost full capacity and consistently adapting to produce thinner films. This helped align our product mix and capabilities with current opportunities with our clients. Enhancements were made to the thickness measurement and control systems, necessitating a brief planned downtime previously mentioned. We believe that favorable market conditions will continue to support our operations.

The Company holds the pole position as the leading and first-mover Indian manufacturer of premium dielectric BOPP films, and is recognized in advanced markets for product quality, innovation and service standards. We have cultivated our own development capabilities, and compete on strong terms against products from manufacturers in Japan, Korea, China and Europe. Due to the need to align capacity with domestic demand, we had to temporarily moderate exports. The sectors of electric vehicles (EVs) and alternative energy are promising for our companyâs range of competencies.

Consumer durables, including refrigerators manufactured by our OEM customers (key client base for coextruded sheets and thermoformed liners manufactured at Ranjangaon and Greater Noida) faced difficult market conditions during the first half of the year, as would have been seen in quarterly performance reports. The offtakes for consumer durables saw a limited revival in the 3^rd quarter and onwards, in anticipation of the festival season and recovery. The white goodsâ markets improved to some extent towards year end, and one may expect revitalized demand in coming periods; but competitive demands on our clientsâ end-products frequently translates to pressure on our pricing. The governmentâs PLI scheme has likely tempted some refrigerator manufacturers to create sheet capacity for a part of their requirements. Nevertheless our flexibility with multiple lines, skills and track record built up over years, and our focus on reliability and operational efficiency means most leading brands remain our notable clients.

Continuing our steps to slash even residual debt, the outstanding Guaranteed Emergency Credit Line for working capital INR 15.31 crores was repaid well before schedule; there is now no term debt relating to existing operations. We believe our disciplined debt reduction and capital infusions have provided a fairly de-risked foundation for the expansions; which we also expect to complete with judicious debt levels, including cover-backed long-term supplier credits.

As approved earlier, in terms of the agreement with Tata Power Renewable Energy Limited and TP Mercury Limited, the Company acquired 26% of the equity capital and rights thereon of TP Mercury Limited for INR 1.36 crores; the latter is classified as an associate company but under its own management. Generation equipment installation is said to be about 90% done; Tata Power had communicated some delays in transmission systems; however we anticipate supply of lower cost solar energy through Open Access to the Companyâs Ranjangaon unit in FY 2024-25. Operations of the subsidiary Xpro Global Limited were not material, with trading activities remaining curtailed during the year while management focuses on the parentsâ core activities.

The Company conducts its business affairs with the intentions of delivering long-term shareholder value, and remaining conscious of interests of stakeholders and society. We are delighted to have supported carefully selected, worthy causes under CSR obligations. The Board greatly appreciates the quality and dedication of our human capital at all levels, and their engagement in the performance of the Company. The Board encourages management to act towards a future-ready and action-oriented team, that will uphold the achievement of our objectives and potential.

We pursue inclusion of ESG principles in business conduct and, going forward, expect to further improve our ESG practices. Sound governance is key for us, supported by policies towards compliances and ethical conduct.

Despite predominant positivity and encouraging indicators on a broader scale, itâs prudent and realistic for us to highlight that both the global and Indian economic landscapes, along with their positives, should not be assumed as guaranteed. While itâs reasonable to anticipate ongoing positive momentum, unforeseen volume or margin fluctuations as well as other disruptions or delays could occur. As a result, outcomes may differ from what was expected, implicit or inferred.

Growth

As mentioned in earlier reports, our preferred approach to increasing business value is by investing for organic growth. The Company intends to maintain a leadership position and increase market presence in its niche product areas, building on manufacturing assets and skills, development, marketing and export competency, and healthy relationships. To build long-term business value in an effective way, we have prioritized fundamentals over short-term targets. The key strategic elements management is pursuing are global scaling of capacity, product advances and sustainable cost competitiveness. It may be mentioned that we share broad information here only to the extent relevant and within boundaries, that in our opinion are reasonably required, in light of the Companyâs strategic and competitive plans and position.

Our focus is on dielectric films, deriving not only from performance and standing but also driven by strategic positioning in a growing, high-tech niche segment that inspires the planned resource allocation over the coming periods. The fact that we can consistently operate domestically on competitive terms against large duty-free imports from Asia and Europe, and successfully export to advanced markets, additionally authenticates our capabilities. It is important for us to highlight that our technical distinction and top-quality customer service are the outcomes of persistent organizational exertion at every level. This homegrown perspective engenders our immense pride in the Companyâs India-centric self-sufficiency in technology and skills, which also endorses the true spirit of âMake in Indiaâ.

The first phase of expansion - to double capacity at the existing location at Barjora - is well underway. Significant progress has been made on implementation at the brownfield site, and management believes we are on track to achieve operations in FY 2024-25 (the current year) as announced earlier; the possibility that European supply-chain issues may delay the arrival of some equipment cannot be fully ruled out, but at present any significant delay in the broad timeline announced is not evident. The accounts reflect capital work-in-progress, advances and part utilization of foreign supplier credits for capex; bank deposits include significant amounts towards capital spending commitments.

As per our earlier announcement(s), the second new line was to be set up at another appropriate location. After a careful study of relevant factors, and as a step towards enlarging our successful footprint in the dielectric film industryâs global supply chain, the Board approved the setting up of a subsidiary in the United Arab Emirates. A wholly-owned subsidiary named âXpro Dielectric Films FZ-LLCâ is being incorporated in the current year, as a Limited Liability Company in the Free (trade) Zone, in the emirate of Ras al Khaimah, UAE (âRAKâ). The core equipment is already on order, and work on the ground will begin shortly, so as to align with our articulated intent of starting operations in FY 2025-26.

The Ras Al Khaimah Economic Zone (âRAKEZâ) is an industrial hub and a large economic zone. The Free Zone under RAKEZ has excellent infrastructure. A number of industrial companies (including Indian) are successfully operating in the region of the facilities being allotted to us. Ras Al Khaimah also provides efficient access to both shipping and global markets - which are important for our business plans. In due course we also hope to nurture development competencies here, to work in hand-in-hand with our home team.

Shareholders will be pleased to note from the above that we anticipate, barring unforeseen circumstances, to be within the indicated time span (keeping in mind long core equipment delivery periods) for both these expansions, as originally articulated in our report for FY 2021-22. All key equipment is state-of-the-art and sourced from proven manufacturers.

The future outlook for dielectric capacitor films appears promising based on multiple research studies, with several trends and developments shaping the market. Technological advancements are a driver for this market, which services multiple and diverse applications from household appliances to renewable energy sectors. The trend towards miniaturization in electronics, and smart capacitors, can boost demand for high-performance films. Polypropylene dielectric film remains a top choice for many high-performance capacitor applications; it is reasonable to expect that it will continue to play a vital role in the capacitor industry and related fields for much time to come.

Therefore, further to current commitments, management has under active consideration an extension of the Companyâs current investment cycle, by adding one more advanced line aiming to start operations in FY 2026-27. This will then be the fourth line under Xproâs umbrella dedicated to dielectric films. We anticipate, based also on external assessments, that the Indian and international markets should together be able to fully consume the ultimate production capabilities and capacities. This addition, when made, will further reinforce our ongoing vision of remaining in a globally significant industry position in the ânon-Chinaâ and high-quality space.

Management is also evaluating locations for this line that can optimize the ability to competitively serve Indian and global markets. The aggregate outlay for all the above schemes, including this fourth line, could aggregate to around INR 800 crores. Considering our resources, expected cash accruals, and net long-term suppliersâ credit over the investment period, we should be able to execute this with nominal debt. Thereafter this cycle of organic growth will conclude, and we will have an opportunity to pause and review progress and the future course, as all capacities fully stabilize and consolidate.

Directors And Key Management Personnel

Recognising that four Independent Directors would compulsorily retire in FY 2024-25, the Board took appropriate steps to identify suitable persons with relevant knowledge, experience and balance of skills (while meeting requirements of the Companies Act, 2013 and Regulation 16(1)(b) of LODR on independence of directors) to join the Board as Independent Directors. Accordingly, upon recommendations of the Remuneration and Nomination Committee, Sri Manoj Mohanka (initially as Additional Director) and Ms. Nandini Khaitan were appointed as Non-Executive Independent Directors to hold office for a term of five years with effect from September 1, 2023 and February 1, 2024 respectively. Shareholders approved these appointments through postal ballot on September 28, 2023 and at the Extra-Ordinary General Meeting held on January 16, 2024 respectively. The Board will thus remain compliant on composition, going forward.

Independent Directors Sri Amitabha Guha, Sri Ashok Jha, Sri Utsav Parekh and Sri S. Ragothaman will all be completing the permitted maximum of 2 terms of upto 5 years each, implemented since the Companies Act, 2013 came into effect, and will consequently retire in July 2024. The respected Directors have faithfully and untiringly worked for furthering the interests of the Company and its stakeholders. The Board places on record its deepest appreciation of the valuable services and guidance rendered by them during their respective tenures on the Board and on its committees.

Shareholders had approved through postal ballot on May 19, 2023, the re-appointment of Sri Sidharth Birla, Chairman for a term of 3 years effective March 1, 2023. The Board has on recommendation by the Remuneration and Nomination Committee re-appointed Sri C Bhaskar as Managing Director & Chief Executive Officer for a term of 3 years with effect from January 1, 2024; shareholders approved this through postal ballot on September 28, 2023. Smt. Madhushree Birla retires by rotation at the ensuing Annual General Meeting. Being eligible, she offers herself for re-appointment in terms of Section 149, 152 and other applicable provisions of the Companies Act, 2013. During the year, seven Board Meetings were convened and held as per details in the annexed Corporate Governance Report. The Independent Directors met separately on March 11, 2024 as required.

Statutory And Other Matters

Information as per the requirements of the Companies Act, 2013 (âthe Actâ), our report on Corporate Governance and the Managementsâ Discussion & Analysis Report form a part of this Report and are annexed hereto. The Annual Return (Form MGT-7) is available on the Companyâs website at www.xproindia.com/annual-reports.html and information on conservation of energy, technology absorption & foreign exchange earnings and outgo is furnished in annexure hereto.

The Company has received necessary declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as per Section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations, 2015 and this has been noted by the Board. The Board also confirms that the Independent Directors appointed during the year meet the criteria of expertise, experience and integrity in terms of the Act. The Board has, on recommendation of the Remuneration and Nomination Committee, framed a policy for appointment and remuneration of Directors and Senior Managerial Personnel and criteria for determining independence and relevant matters (policy and criteria are annexed; also available at www.xproindia.com/Codes/XILPolicyRemuneration.pdf). Pursuant to provisions of the Act and SEBI Listing Regulations, 2015, the Board carried out annual evaluation of its performance, and individually for all

directors, as well as evaluation of all its Committees. A questionnaire was circulated to all Directors. The concerned Director does not participate in a meeting while he/she is being evaluated. The Remuneration and Nomination Committee also evaluated the performance of each Director. Evaluation of the Chairman and non-independent Directors was carried out at the meeting of Independent Directors.

The Company has formulated a Policy for determining material subsidiaries as required under Regulation 16(1)(c) of the SEBI Listing Regulations, 2015 (available at www.xproindia.com/ Codes/XILPolMatSubs.pdf). At the end of the year the Company had one wholly owned subsidiary viz. Xpro Global Limited; TP Mercury Limited is the only Associated company. A statement containing the salient features of the Financial Statement of Subsidiary Company and Associate Company in the prescribed format annexed herewith in Form AOC -1 as required.

The Company has constituted a Risk Management Committee of the Board to, inter alia, review business risks with the responsibility of implementing and monitoring the Risk Management Policy on a periodic basis. The main objective of such policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the Companyâs business and processes. The Board is informed about the identified risks, assessment thereof and minimization procedures and identification of risk elements which in the opinion of the Committee may threaten existence of the Company. The Company has an internal control system commensurate with its size of operations. Internal audit is carried out by external agencies which report to the Audit Committee. During the course of internal audit, the efficacy and adequacy of internal control systems is also evaluated and all corrective actions are taken, based on reports or whenever merited.

The Company has not granted any loan or issued any guarantee or made any investment to which the provisions of Section 186 of the Act apply. The Company does not invite or accept any Deposits and accordingly there are none outstanding on March 31, 2024. Transactions with related parties during the year were in the ordinary course of business and on armâs length basis. There are no material related party transactions entered into by the Company which may have a potential conflict of interest with that of the Company and to which Section 188(1) of the Act applies. Accordingly Form AOC-2 is not required to be annexed. As required under provisions of the Act and Regulation 23 of SEBI Listing Regulations, 2015, all proposed Related Party Transactions are placed before the Audit Committee for approval or for omnibus approval as necessary; a statement of all such transactions is also placed for review. The policy on Related Party Transactions is uploaded on the website at www.xproindia.com/Codes/XILPolRelPartyTrans.pdf. The Audit Committee is compliant with Section 177 of the Act and Regulation 18 of SEBI Listing Regulations, 2015; details are given in our Corporate Governance Report. There was no instance where the Board did not accept any recommendation of the Audit Committee. The Company has a vigil mechanism for directors and employees under a Whistle Blower Policy; no employee is denied access to the Audit Committee in this regard. The policy provides for safe guards through Protected Disclosures against victimization of persons who use such mechanism, is displayed on the Companyâs website and is also annexed herewith. Information pursuant to Section 197(12) of the Act read with Rule 5 (as amended) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed. A committee looks into complaints, if any, under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013; no complaint was filed during the year and none are pending.

The committee on Corporate Social Responsibility (CSR) is compliant with Section 135 of the Companies Act, 2013; details are furnished in the Corporate Governance Report. CSR activities are carried on mainly through implementing agencies or via contribution to approved funds. The CSR Policy and the annual report on CSR are annexed herewith. The Company is among the top 1,000 listed entities based on market capitalization on March 31, 2024. A Dividend Distribution Policy was adopted and is available at www.xproindia.com/Codes/XILDivDistPolicy.pdf. The âBusiness Responsibility and Sustainability Reportâ (BRSR) under Regulation 34(2)(f) of SEBI (LODR) Regulations is annexed and forms part of this Annual Report. The Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Directors'' Responsibility Statement

As per Regulation 17(8) of SEBI Listing Regulations, 2015 the CEO and CFO certified the financial statements; which have been reviewed by the Audit Committee and taken on record by the Board. Having taken reasonable and bonafide care, pursuant to Section 134(3)(c) of the Act, the Directors indicate that (i) in preparation of the annual accounts, applicable accounting standards had been followed along with proper explanations relating to material departures; (ii) the Directors 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 profit of the Company for the year; (iii) the Directors had 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; (iv) the Directors had prepared the annual accounts on a going concern basis; (v) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditorsâ Observations

The observations of Statutory Auditors and Secretarial Auditors are routine, and in the nature of general disclosures. Auditors

M/s Walker Chandiok & Co LLP, Chartered Accountants, were re-appointed as Statutory Auditors at the 25^th Annual General Meeting (âAGMâ) held on June 24, 2022 to hold office for a second and final term of 5 (Five) consecutive years from conclusion of the 25th AGM till the conclusion of the 30th AGM.

Pursuant to Section 204 of the Act, Sri Girish Bhatia, practicing Company Secretary, was appointed to undertake Secretarial Audit. The report of Secretarial Auditor is annexed herewith. The Company made and maintained cost records as prescribed under the Companies Act, 2013. Cost Audit for the year ended March 31, 2024 is carried out by M/s Sanghavi Randeria & Associates, Cost Accountants, Mumbai (Registration No. 00175). The Board, on recommendation by the Audit Committee, has appointed the said M/s Sanghavi Randeria & Associates to conduct audit of cost records for the year ending March 31, 2025; under Section 148 (3) of the Act their remuneration requires approval at the ensuing AGM.

Acknowledgements

We place on record our sincere appreciation of (a) the valuable cooperation and support received at all times by the Company from all its Bankers, particularly the lead bank, State Bank of India, (b) all concerned Government and other authorities; and (c) the trust and faith of our shareholders/investors and stakeholders. We record the extremely valuable cooperation and support of the teams of RAKEZ (Ras Al Khaimah Economic Zone) and other authorities there. Relations with employees were generally cordial. We record our appreciation of the sincere and dedicated services of all employees, in their efforts of working towards a positive period and the growth of the Company.

Mar 31, 2022

We present herewith our Annual Report together with the Audited Financial Statements of your Company for the year ended March 31, 2022.

FINANCIAL RESULTS & SHARE CAPITAL (Amounts in INR lacs)	FY 2022		FY 2021
Operations for the year resulted in a Profit before Interest and Depreciation (PBIDT) of	6566.20		4247.60
less: Interest & other finance costs	1300.72		1653.26
Profit before Depreciation and Tax (PBDT)	5265.48		2594.34
less: Depreciation	1206.81		1239.69
Profit Before Tax (PBT)	4058.67		1354.65
less: Exceptional items (net)	-	(	51.00 )
less: MAT credit for earlier years written off	-	(	533.58 )
add: Tax adjustment for earlier years	( 20.12 )		20.93
add: Deferred Tax asset	454.52		-
Profit after Tax (PAT)	4493.07		791.00
add : Other comprehensive income	( 28.53 )	(	39.55 )
add : Surplus brought forward	590.01	(	161.44 )
Balance available for appropriation Which is appropriated as :	5054.55		590.01
- Surplus carried forward	5054.55		590.01

These results signify - in essence - steady operations, sustained market opportunities for our technically robust product offerings, and the strategic initiatives over the past few years. It is gratifying that these results were achieved, and the tempo of the previous yearâs second-half was maintained, in the face of uncertainties due to the pandemic and global economic conditions. Going forward, while one may reasonably expect the momentum in our markets to continue, in the prevailing macro-environment sudden volume and/ or margin hiccups or other disruptions cannot be ruled out.

During the year the Company, upon shareholder approval and receipt of subscription amounts, allotted on a preferential basis 19,68,000 Convertible Warrants to (a) Central India General Agents Limited (2,62,000 warrants) and Janardhan Trading Co. Limited (66,000 warrants) - both members of the promoter group; and (b) Malabar India Fund Limited (âMalabarâ), a category I foreign portfolio investor (non-promoter, public) (16,40,000 warrants) at an issue price (âwarrant exercise priceâ) of Rs.762 per warrant, including a premium of Rs.752 each. 25% of the warrant exercise price was payable for allotment (Rs.37.49 crores) and the balance 75% is payable at the warrant holderâs option within 18 months and each warrant upon being fully paid-up shall be entitled for conversion into 1 equity share of face value Rs.10 each. Proceeds from the issue would aggregate to Rs.149.96 crores on full conversion, including the allotment amount already received as above. Proceeds from the issue are being fully utilized for purposes stated in the offer letter. The Board welcomes Malabarâs association as a worthy stakeholder in the Companyâs future.

The Directors having considered the relevant factors in the Dividend Distribution Policy are pleased to recommend for shareholdersâ approval a Dividend of Rs.2.00 per equity share (subject to tax) for the financial year ended March 31, 2022. This declaration is compliant with the said policy.

Further, having carefully reviewed the capital resource base (capital & reserves) and various other relevant factors, the Board recommends for approval by shareholders the issue and allotment of Bonus shares by capitalization of appropriate reserves and surplus, in the ratio of 1 equity share for every 2 equity shares. Equity Capital shall expand from Rs 11.81 crores to Rs 17.72 crores as a consequence. All holders of Warrants shall also receive Bonus shares in the same ratio on the equity shares allotted to them, after such allotment; assuming full conversion of Warrants into equity shares, the final Equity Capital would stand at Rs.20.67 crores, latest by July 2023.

REVIEW OF KEY BUSINESS MATTERS

Against a backdrop of slowing economic growth over 2018-20, which was then magnified by the Covid/lockdown shocks, macroeconomic management and stimulating broad-based recovery are major domestic challenges. The global economic environment and outlook are both uncertain as nations grapple with slower growth, increased inflation, covid-induced disruptions in China, the Ukrainian situation with its fallout on Europe and global supply chains, and a declining capital flow to developing economies.

Reserve Bank of India, IMF and various institutions essentially accept that the global economy stands at a tough juncture. Inflation is entrenched across economies and most risks tilted downside. Many peopleâs income levels have reduced while income and wealth inequality has clearly gone up; this also affects demand across many sectors. How all these factors will play out in socio-economic and policy terms cannot be forecast. Nevertheless, one hopes that discretionary consumption in India will grow and stabilize at higher levels. Private investment can revive only thereafter; in reality it seems likely that meaningful investment-led growth still has some time to materialize.

The domestic corporate sector has performed well though growth and earnings were led by select sectors and companies, even as many others - particularly many smaller enterprises - struggled with liquidity concerns, higher input costs, lower margins and indifferent markets. Going forward, the ability to set pricing and maintain volumes will be a key factor in cash generating ability; niche or specialized manufacturing companies will probably be better placed in this regard.

The Companyâs operational performance in FY 21-22 has delivered resilient cash generation. Market capitalization also rose steadily over the period - evidencing keen investor interest. We believe, notwithstanding the covid-led disruptions, the 15-18 month period (including the FY 20-21 post-lockdown period) vouches for our strategic direction and sets new benchmarks for operating and financial parameters that can be reasonably expected under steady conditions.

Aggregate production volumes rose marginally to 29,508 MT (28,478 MT), while sales value of the product and value-add mix grew by over 26% to Rs.471.72 crores (Rs.373.35 crores). Exports were substantially higher at Rs.22.62 crores (Rs.9.55 crores). Operating PBIDT was higher at Rs.65.66 crores (Rs.42.48 crores) while interest and financial costs were lower at Rs.13.00 crores (Rs.16.53 crores). Profit after Depreciation was Rs.40.59 crores (Rs.13.55 crores) and the overall debt was brought down by Rs.45.87 crores (Rs.33.74 crores) including by prepayment of some domestic loans.

The dielectric film line (Biax Division - Unit II at Barjora) has delivered healthy volumes on production and sales buildup. This unit remains the sole Indian manufacturer of high-quality dielectric BOPP films, with its own development capabilities, that has established itself in the market competing with imports from multiple suppliers in China (price-led), Japan, South Korea and Europe (perceived quality-led). Exports to USA and Germany also continued well in the midst of the pandemic and shipping uncertainties. Excitement and growth in EV (electrical vehicles) segment can also augur well for the range of the Companyâs competencies and dielectric products.

Consumer durables, including refrigerators (the significant client base for Coex Division at Ranjangaon and Greater Noida) achieved subdued growth. A quick recovery from the pandemic-driven demand restraint was tempered in the last quarter by uncertainties arising from resurgence of covid, and inflationary trends. Aggressive competition in the end-product markets does force our OEM customers to moderate the value-addition afforded to the suppliers. However, in coming periods one expects renewed demand for consumer durables. The Company continues to be the leading supplier of sheets and liners for white goods of most leading brands. The white goods industry hold good and long-term potential and therefore continues to attract global players.

Though we remain open to all practical opportunities to grow, our preferred approach to increasing business value is via investing in organic growth and enhancing our product value-additions. The Company intends to maintain a leadership position and increase market share in its product niches, building on its manufacturing facilities & skills, development, marketing & export competency, and healthy relationships with customers and suppliers. It is equally important for us to point out that the technical excellence and superior customer service levels have come about due to diligent application of mind and sustained organizational efforts at all levels - not via external or collaboration connects. This homegrown perspective inspires a sense of great pride in our Indian-centric self-sufficiency resulting from our teamâs enterprise.

During the year we announced the intention to opt for material capacity expansion by adding new manufacturing lines for dielectric and other technologically superior grades of biaxially oriented polypropylene film. This would again be the largest investment initiative undertaken by the Company. The first phase would aim to double capacity at the existing facility at Barjora, to be followed by a second phase either at Barjora or another appropriate location. Such phases could probably span over at least the next 2 - 4 years taking into account long equipment delivery periods - which incidentally is the critical-path activity for this investment. This initiative should help consolidate our domestic first-mover advantage in this high-tech segment, and the position as a quality value-add producer, so as to achieve a globally worthy standing in supplying state-of-the-art dielectric film products and intelligent solutions. Additionally, expansion in the Coex division requires a much shorter timeline and will be rationally linked to its related market trends.

Shareholders had approved in FY 2019-20 the sale, transfer or disposal otherwise of Unit I at Barjora (manufacturing packaging grade BOPP films). Certain necessary approvals from West Bengal Government relating to sale/transfer were received only during the year. Transfer of business awaits certain closures at the acquirerâs end, but payment has been received in full; the relevant assets are classified as âheld for saleâ. The transaction is expected to formally conclude in the current year. In the meanwhile, as a transitory arrangement, we continue toll manufacturing at this unit on account of the acquirer.

Operations of the subsidiary company Xpro Global Limited remain insignificant, with trading activities suspended during the year while management seeks trading opportunities for future.

DIRECTORS AND KEY MANAGEMENT PERSONNEL

Smt. Madhushree Birla retires by rotation at the ensuing Annual General Meeting. Being eligible, she offers herself for re-appointment in terms of Section 149, 152 and other applicable provisions of the Companies Act, 2013.

Ms Suhana Murshed was appointed as a Non-Executive Independent Director at the last Annual General Meeting held on August 10, 2021, for a term of five years.

The Board of Directors, on recommendation of the Remuneration and Nomination Committee, appointed as Additional Directors, Sri K Balakrishnan in the capacity of a Non-Executive Independent Director to hold office for a term of five years with effect from May 25, 2022, and Sri Bharat Jhaver as a Non-Executive Non-Independent Director liable to retire by rotation, both subject to approval of shareholders at the ensuing Annual General Meeting.

During the year, six Board Meetings were convened and held as per details in the annexed Corporate Governance Report. The Independent Directors met separately on February 4, 2022 as required.

STATUTORY AND OTHER MATTERS

The Annual Return (Form MGT-7) is available on the Companyâs website at www.xproindia.com/annual-reports.html and information on conservation of energy, technology absorption & foreign exchange earnings and outgo is furnished in annexure hereto.

The Board has, on recommendation of the Remuneration and Nomination Committee, framed a policy for appointment and remuneration of Directors and Senior Managerial Personnel and criteria for determining independence and relevant matters (policy and criteria are annexed; policy also available at www.xproindia.com/Codes/XILPolicyRemuneration.pdf. Pursuant to the provisions of the Act and SEBI Listing Regulations, 2015, the Board carried out annual evaluation of its performance, and individually for directors (including independent) as well as the evaluation of its Audit, Remuneration and Nomination, and Stakeholders Relationship Committees. The concerned Director does not participate in a meeting while he/she is being evaluated. A questionnaire was circulated to all Directors. The Remuneration and Nomination Committee also evaluated the performance aspects of every Director. The evaluation of the Chairman and of the nonindependent Directors was also carried out at the separate meeting of Independent Directors.

The Company has formulated a Policy for determining material subsidiaries as required under Regulation 16(1)(c) of the SEBI Listing Regulations, 2015 (available at www.xproindia.com/Codes/XILPolMatSubs.pdf). The Company has one wholly owned subsidiary viz. Xpro Global Limited. Performance and financial position of the said subsidiary is annexed herewith in Form AOC-1 as required.

The Company has an internal control system commensurate with its size of operations. The internal audit function is carried out by external agencies which report to the Audit Committee. During the course of internal audit, the efficacy and adequacy of internal control systems is also evaluated and all corrective actions are taken, based on the reports or whenever merited.

The Company has not granted any loan or issued any guarantee or made any investment to which the provisions of Section 186 of the Act apply. The Company does not invite or accept any Fixed Deposits and accordingly there are none outstanding as on March 31, 2022.

Transactions with related parties during the year were in the ordinary course of business and on armâs length basis. There are no material related party transactions entered into by the Company which may have a potential conflict of interest with that of the Company and to which Section 188(1) of the Act applies. Accordingly Form AOC-2 is not required to be annexed. As required under provisions of the Act and Regulation 23 of SEBI Listing Regulations, 2015, all proposed Related Party Transactions are placed before the Audit Committee for approval or for omnibus approval as necessary and a statement of all such transactions is also placed for review. The policy on Related Party Transactions is uploaded on the website www.xproindia.com/Codes/XILPolRelPartyTrans.pdf. The Audit Committee is compliant with Section 177 of the Act and Regulation 18 of SEBI Listing Regulations, 2015; details are in our Corporate Governance Report. There was no instance during the year where the Board did not accept any recommendation of the Audit Committee.

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

The Company has a vigil mechanism for directors and employees to report genuine concerns in accordance with the Whistle Blower Policy; no employee is denied access to the Audit Committee in this regard. The said policy provides for safe guards through Protected Disclosures against victimization of persons who use such mechanism, and is displayed on the Companyâs website. The details of the whistle blower policy are also annexed herewith.

Information pursuant to Section 197(12) of the Act read with Rule 5 (as amended) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed. A Committee is set up to look into complaints under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013; no related complaint was filed during the year, and none are pending.

The Company has constituted a Committee on Corporate Social Responsibility (CSR), in compliance with Section 135 of the Companies Act, 2013, details of which are furnished in the Corporate Governance Report. Steps have always been taken by the Company for education, social and inclusive development in its local areas, besides immediate humane response and support during the pandemic; however given the relatively small size of the units and their geographical spread, it has not been practical to yet undertake any significant projects beyond these. Your Company carries out CSR activities mainly through other implementing agencies or contribution to approved funds as the CSR Committee and the Board decide. The CSR Policy and the annual report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are annexed herewith.

The Company is at present among the top 1000 listed entities based on market capitalization (as at March 31, 2022). Accordingly, a Dividend Distribution Policy, as required, was adopted by the Board and is available on the Companyâs web-site at www.xproindia.com/Codes/XILDivDistPolicy.pdf. A Business Responsibility Report as now required is also annexed herewith.

DIRECTORSâ RESPONSIBILITY STATEMENT

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 the year; (iii) the Directors had 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; (iv) the Directors had prepared the annual accounts on a going concern basis; (v) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS'' OBSERVATIONS

The observations of Statutory Auditors and Secretarial Auditors are routine and in the nature of general disclosures.

AUDITORS

M/s Walker Chandiok & Co LLP, Chartered Accountants, were appointed as the Statutory Auditors of the Company at the 20^th Annual General Meeting held on September 5, 2017 to hold office for a term of five years until the conclusion of the 25^th Annual General Meeting. Being eligible they have offered themselves for reappointment. As proposed by the Audit Committee and recommended by the Board of Directors, re-appointment of M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No.001076N/N500013) is being proposed as the Statutory Auditors to hold office for a second and final term of 5 (Five) consecutive years from the conclusion of the 25th Annual General Meeting till the conclusion of the 30th Annual General Meeting.

Pursuant to Section 204 of the Act, the Company appointed Sri Girish Bhatia, practicing Company Secretary, to undertake Secretarial Audit of the Company. The Report of Secretarial Auditors is annexed herewith.

Cost Audit for the year ended March 31, 2022 is being carried out by M/s Sanghavi Randeria & Associates, Cost Accountants, Mumbai (Firm Registration No. 00175). The Board, on recommendation by the Audit Committee, has appointed M/ s Sanghavi Randeria & Associates, Cost Accountants, Mumbai, to conduct the audit of the cost records of the Company for the year ending March 31, 2023. In terms of Section 148 (3) of the Act their remuneration is required to be approved at the forthcoming Annual General meeting.

ACKNOWLEDGEMENTS

Former Company Secretary, Sri S C Jain, who was also advising the Company post-retirement, demised suddenly in January 2022. The Board expresses its sincere condolences and recollects his dedicated services during his long tenure.

We place on record our sincere appreciation of the valuable cooperation and support received at all times by the Company from all its Bankers, particularly the lead bank, State Bank of India, all concerned Government and other authorities and Shareholders. Relations with employees were generally cordial. We particularly record our appreciation of the sincere and dedicated services made by all employees during what has been a trying period. We greatly appreciate the trust, faith and confidence of the Shareholders as reposed in the Company.

For and on behalf of the Board

New Delhi Sidharth Birla

May 25, 2022 Chairman

Mar 31, 2019

We present herewith our Annual Report together with the Audited Financial Statements of your Company for the year ended March 31, 2019.

FINANCIAL RESULTS (Standalone)

(INR Lacs)

	FY 2019	FY 2018
Operations for the year resulted in a
Profit before Interest and Depreciation of	34,03.15	25,75.63
less: Interest & other finance costs	19,85.83	21,36.18
Profit before Depreciation and Tax	14,17.32	4,39.45
less: Depreciation	12,68.43	15,82.14
Profit / (Loss) Before Tax	1,48.89	( 11,42.69 )
add : Exceptional items (net)	84.80	21,88.29
less : Tax	4.73	-
Profit / (Loss) after Tax	2,28.96	10,45.60
add : Other comprehensive income	( 15.98 )	0.50
add : Surplus brought forward	( 4,75.01 )	( 15,21.11 )
Balance available for appropriation	( 2,62.03 )	( 4,75.01 )
Which is appropriated as :
- Surplus carried forward	( 2,62.03 )	( 4,75.01 )

The above summary also reflects the consequences of various steps taken during the last few years to rationalize operations including by discontinuing activities, and certain unviable product-mixes. The increase in EBIDTA from operations by over 30% to Rs.3403.15 lacs resulted in an improved operational profit before tax of Rs.148.89 lacs against a loss of Rs.1142.69 lacs in the previous year.

The Directors believe that, notwithstanding the improved performance during the year, prudence requires the eroded surplus to be first restored and accordingly regret their inability to recommend any Dividend for the year.

REVIEW OF KEY BUSINESS MATTERS

Economic growth in 2018-19 slowed progressively through the year to average 7% keeping capacity utilization across many industries sub-optimal. However strengthening domestic demand, resolved stressed loans and recapitalization of banks, income support to rural India, and the prospects of a normal monsoon suggest a return to improved growth and consumer markets in coming years.

The Company, being essentially a Business-to-Business supplier, has both its demand and output driven by the end-markets of its customers. As such, demand and related pricing flexibility of the Company are severally influenced by factors such as consumer sentiment, production of electrical goods of a capital nature, and competition due to pricing strategies followed by foreign suppliers facing slack in their own markets.

Assertive marketing, development efforts, productivity improvements and cost consciousness helped the company address its market opportunities. Overall volumes at 26,971 MT were higher by over 10%, while net sales were higher by over 13% at Rs.346.08 crores. Exports amounted to Rs.829.37 lacs (Rs. 600.02 lacs previous year). Interest and other finance costs at Rs. 1985.83 lacs were lower by Rs. 150.35 lacs resulting in a Profit before Depreciation, exceptional items and tax of Rs.1417.32 lacs (Rs.439.45 lacs previous year). Depreciation of Rs.1268.43 lacs (Rs.1582.14 lacs previous year) resulted in a profit before exceptional income and tax of Rs.148.89 lacs compared to a loss of Rs.1142.69 lacs in the previous year. After accounting for exceptional income (net of exceptional charges/provisions) of Rs.84.80 lacs (Rs.2188.29 lacs previous year), Profit before Tax was Rs. 233.69 lacs against Rs.1045.60 lacs in the previous year.

Performance details are annexed in the Managements'' Discussion & Analysis Report. The Management is confident of maintaining its track record of meeting rated outputs, the competitiveness and quality of product offerings, and the robustness of its business model. Under typical and reasonable conditions operational capability is not expected to be a constraining factor to improved financial performance.

As stated in our Report for the previous year, the consortium of Banks as well as BKB Bank, Germany (since merged with Oldenburgische Landesbank AG, Germany), had approved a revised schedule for the repayments of term loans, which became fully effective in the second-half of the previous year. The company has been meeting the committed schedule and during the year indebtedness decreased by Rs. 18.46 Crores.

The Dielectric film line (Biax Division Barjora Unit II), continues with healthy volumes on sales and production build up. Semi rough and Hazy Dielectric film products have been developed and are under rigorous performance trials.

Consumer durables, including refrigerators (the most significant client base for Coex Division) witnessed growth of over 11%. The Company continues to be the leading supplier of sheets and liners for white goods. Production levels grew correspondingly by 9%, constrained by peak capacity level and locational mismatch. Value additions remained under pressure in a fiercely competitive end-product market. White goods hold good and long term potential and continue to attract significant global players to India. To meet growing demand from specific customers, capacity at Ranjangaon was further enhanced through addition of coextruded sheet capacity which was commissioned after the close of the financial year. The cast film line relocated from the closed Faridabad unit to augment capacity at Ranjangaon is operational and steps are being taken to enhance/optimise productive capacity on both lines.

Following necessary approvals, and entering into definitive agreements, sale/transfer transaction of the Company''s erstwhile Pithampur Unit was concluded on June 9, 2018. The net proceeds were mainly used to reduce borrowings.

Capacity utilisation of Barjora Unit I (manufacturing mostly non-dielectric products) was deliberately restricted to servicing only remunerative orders, thereby significantly lowering production. The operating outcome of this unit has been moderating the positive results from other units. Following evaluation of all long-term options, a conditional term sheet has been concluded for the sale/transfer of the unit, subject to approvals, completion of agreed trial runs, and definitive agreement. Shareholders have since approved the sale, transfer or disposal otherwise of the Unit at the EGM held on April 16, 2019. Financials and cash flows will be accounted for on closure of transaction. We expect a reduction in standing costs will support the bottom line, and net proceeds will help reduce borrowings.

An overview of the operating results endorses the strategic decisions taken over the past two financial years towards rationalizing capacity, ramping up capacity utilization and addressing unviable units. These helped performance, reduction of debt and operational profitability, allowing us to return to a growth agenda.

Operations at subsidiary companies, Xpro Global Limited and Xpro Global Pte. Ltd., although insignificant, were profitable. Trading activities at Xpro Global Limited were restricted during the year in view of disruption in supplies from conventional sources besides pressure for extended credit and resultant credit risks. The Company continues to seek opportunities for domestic and international trade in pursuance of overall long term strategy.

DIRECTORS AND KEY MANAGEMENT PERSONNEL

Pursuant to the provisions of the Companies Act, 2013, Independent Directors (viz. Sri Amitabha Guha, Sri Ashok Kumar Jha, Sri S. Ragothaman and Sri Utsav Parekh) were appointed for the first term of five consecutive years at the 17^th Annual General Meeting of the Company. Their term will come to an end at the conclusion of the ensuing 22^nd Annual General Meeting and being eligible their re-appointments have been proposed as Non-Executive Independent Directors to hold office for a second term of upto five consecutive years. Details are mentioned in the Notice.

Sri P. Murari, Independent Director of the Company, resigned w.e.f. March 31, 2019 due to personal reasons and travel restrictions due to health considerations; also confirming that there were no other material reasons for his resignation. The Board places on record its sincere appreciation and gratitude for the diligent services rendered by Sri Murari during his long association with the Company.

During the year, five Board Meetings were convened and held as per details in the annexed Corporate Governance Report. The Independent Directors met separately on February 8, 2019 as required.

STATUTORY AND OTHER MATTERS

Information as per the requirements of the Companies Act, 2013 ("the Act"), our report on Corporate Governance and the Managements'' Discussion & Analysis Report form a part of this Report and are annexed hereto.

The extract of the Annual Return in Form MGT-9 is annexed herewith.

The Board has, on the recommendation of the Remuneration and Nominations Committee, framed a Policy for appointment and remuneration of Directors and Senior Managerial Personnel as well as criteria for determining independence and other relevant matters (policy and criteria annexed herewith; policy also available on weblink: www.xproindia.com/Codes/XILPolicyRemuneration.pdf). Pursuant to the provisions of the Act and SEBI Listing Regulations, 2015, the Board carried out annual evaluation of its performance, and of individual directors (including independent) as well as the evaluation of its Audit, Remuneration and Nominations, and Stakeholders Relationship Committees. The concerned Director did not participate in the meeting while he/she was being evaluated. A questionnaire was circulated to all Directors. The Remuneration and Nominations Committee also evaluated the performance of every Director. The evaluation of the Chairman and of the non-independent Directors was also carried out at the separate meeting of Independent Directors.

Information on Conservation of Energy, Technology absorption & foreign exchange earnings and outgo is furnished in annexure hereto.

The Company has formulated a Policy for determining material subsidiaries as required under Regulation 16(1)(c) of the SEBI Listing Regulations, 2015 (weblink: www.xproindia.com/Codes/XILPolMatSubs.pdf). The Company has two wholly owned subsidiaries viz. Xpro Global Limited and Xpro Global Pte. Ltd., Singapore. Performance and Financial Position of the said Subsidiaries is annexed herewith in Form AOC-1 as required.

The Company has a system of review of business risks by Senior Executives at plants. The Audit Committee and the Board are informed about the identified risks, assessment thereof and minimization procedures and identification of risk elements which in the opinion of the Board may threaten existence of the Company.

The Company has an internal control system commensurate with its size of operations. The internal audit function is carried out by external agencies which report to the Chairman of the Audit Committee. During the course of internal audit the efficacy and adequacy of internal control systems of the Company is also evaluated. Based on the reports, corrective actions are taken and the controls strengthened.

The Company has not granted any loan or issued any guarantee or made any investment to which the provisions of Section 186 of the Act apply, except an inter-corporate deposit to Digjam Limited (a listed company). Closing balance: Rs.93.67 lacs; previous year Rs. 33.72 lacs; maximum outstanding at any point of time during the year: Rs. 2.07 crores; previous year: Rs. 1.98 crores. A corporate insolvency resolution process has been commenced in respect of Digjam Limited after the close of the year and our claims have been duly lodged with the Interim Resolution Professional. The Company has never invited/accepted any Fixed Deposits under Chapter V of the Act and accordingly there are none outstanding as on March 31, 2019.

Transactions with related parties during the year were in the ordinary course of business and on arm''s length basis. There are no material related party transactions entered into by the Company which may have a potential conflict of interest with that of the Company and to which Section 188(1) of the Act applies. Accordingly Form AOC-2 is not required to be annexed. As required under provisions of the Act and Regulation 23 of the SEBI Listing Regulations, 2015, all proposed Related Party Transactions are placed before the Audit Committee for approval or for omnibus approval as necessary and a statement of all such transactions is also placed for review. The Policy on Related Party Transactions is uploaded on the website: www.xproindia.com/Codes/XILPolRelPartyTrans.pdf.

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

The Audit Committee meets requirements of Section 177 of the Act and Regulation 18 of SEBI Listing Regulations, 2015; details of its composition are furnished in the Corporate Governance Report. There was no instance during the year where the Board did not accept any recommendation of the Audit Committee.

The Company has a vigil mechanism for directors and employees to report genuine concerns in accordance with the Whistle Blower Policy; no employee is denied access to the Audit Committee in this regard. The said Policy provides for safe guards through Protected Disclosures against victimization of persons who use such mechanism, and is displayed on the Company''s website. The details of the whistle blower policy are also annexed herewith.

Information required pursuant to Section 197(12) of the Act read with Rule 5 (as amended) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed. However, in terms of Section 136 of the Act, the Annual Report is being sent to members of the Company excluding information in respect of employees of the Company pursuant to Rule 5(2) of the aforesaid Rules, which will be furnished on request. The aforesaid statement is available for inspection by shareholders at the Registered Office of the Company during business hours on working days upto the date of the ensuing Annual General Meeting.

A Committee has been set up to look into any complaints under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013; no related complaint was filed during the year, and accordingly none are pending.

The Company has constituted a Committee on Corporate Social Responsibility (CSR), details of which are furnished in the Corporate Governance Report. While statutory requirements on spending are not applicable to the Company in view of loss/inadequate profit, small steps have always been taken by the Company for social and inclusive development in its local areas; however given the relatively small size of the units and their geographical spread, it has not been practical to yet undertake any significant projects beyond these. The CSR Policy is annexed herewith.

DIRECTORS'' RESPONSIBILITY STATEMENT

The CEO and CFO certified Financial Statements as required by Regulation 17(8) of SEBI Listing Regulations, 2015; this has been reviewed by the Audit Committee and taken on record by the Board. Having taken reasonable and bonafide care, pursuant to Section 134(3)(c) of the Act, the Directors indicate that (i) in preparation of the annual accounts, applicable accounting standards had been followed along with proper explanations relating to material departures;

(ii) the Directors 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 profit of the Company for the year; (iii) the Directors had 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; (iv) the Directors had prepared the annual accounts on a going concern basis; (v) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and (vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS'' OBSERVATIONS

The observations of Statutory Auditors and Secretarial Auditors are routine and in the nature of general disclosures.

AUDITORS

M/s Walker Chandiok & Co LLP, Chartered Accountants, had been appointed as the Statutory Auditors of the Company at the Twentieth Annual General Meeting held on September 5, 2017 to hold office until the conclusion of the Twenty Fifth Annual General Meeting of the Company i.e. for a term of five years.

Pursuant to the provisions of Section 204 of the Act, the Company appointed Sri K. C. Khowala, Practicing Company Secretary, to undertake Secretarial Audit of the Company. The Report of Secretarial Auditors is annexed herewith.

Cost Audit for the year ended March 31, 2019 is being carried out by M/s Sanghavi Randeria & Associates, Cost Accountants, Mumbai (Firm Registration No. 00175). The Board, on recommendation by the Audit Committee, has appointed M/s Sanghavi Randeria & Associates, Cost Accountants, Mumbai, to conduct the audit of the cost records of the Company for the year ending March 31, 2020. In terms of Section 148 (3) of the Act their remuneration is required to be approved at the forthcoming Annual General meeting.

ACKNOWLEDGEMENTS

We place on record our sincere appreciation of the valuable cooperation and support received at all times by the Company from all its Bankers, particularly the lead bank, State Bank of India, all concerned Government and other authorities and Shareholders. Relations with employees were generally cordial; we record our appreciation of contributions made by employees during the year.

For and on behalf of the Board

New Delhi Sidharth Birla

May 25, 2019 Chairman

Mar 31, 2018

REPORT OF THE DIRECTORS TO THE SHAREHOLDERS

We present herewith our Annual Report together with the Audited Financial Statements of your Company for the year ended March 31, 2018.

FINANCIAL RESULTS

(INR Lacs)

	FY 2018	FY 2017
Operations for the year resulted in a
Profit before Interest and Depreciation of	25,75.63	29,88.94
less: Interest & other finance costs	21,36.18	25,19.05
Profit before Depreciation and Tax	4,39.45	4,69.89
less: Depreciation	15,82.14	17,04.22
Profit / (Loss) Before Tax	( 11,42.69 )	( 12,34.33 )
add : Exceptional items (net)	21,88.29	-
less : Tax	-	1.85
Profit / (Loss) after Tax	10,45.60	( 12,36.18 )
add : Other comprehensive income	0.50	( 48.38 )
add : Surplus brought forward	( 15,21.11 )	( 2,36.55 )
Balance available for appropriation	( 475.01 )	( 15,21.11 )
Which is appropriated as :
- Surplus carried forward	( 475.01 )	( 15,21.11 )

The above summary reflects the outcomes of various steps to rationalize operations including by discontinuing activities, and even certain product-mixes which were assessed as unviable. While these affected results at the pre-interest level as seen above, the effect on the bottom line was essential for the long-term. Indian Accounting Standards (Ind AS) have been adopted with effect from April 1, 2017, as notified by the Ministry of Corporate Affairs. Accordingly, previous years'' figures have been restated to comply with Ind AS.

The Directors believe that prudence requires the eroded surplus to be first restored and accordingly regret their inability to recommend any Dividend for the year.

REVIEW OF KEY BUSINESS MATTERS

Economic growth in 2017-18 at 6.6% continued to keep the capacity utilization across many industries sub-optimal. However stabilizing GST, addressing stressed loans and recapitalization of banks, and the prospects of a normal monsoon suggest a return to improved GDP growth in coming years.

The Company, being essentially a Business-to-Business supplier, has both its demand and output driven by the end-markets of its clients. Such demand and related pricing flexibility of the Company are severally influenced by factors such as domestic consumer sentiment, production of electrical goods of a capital nature, and competition due to pricing strategies followed by foreign suppliers facing slackness in their own markets.

A careful analysis validates the strategic decisions taken by the Company in recent years towards rationalizing capacity, ramping up capacity utilization and addressing unviable units. Concentration on these issues, during an otherwise lackluster growth period, helped achieve better performance and reduction of debt.

As stated in our Report for the previous year, the Management had commenced discussions with the consortium of Banks as well as with BKB Bank, Germany, to (in essence) reset the timing of repayments of term loans. Following the ultimate receipt of all approvals, the revised schedule became fully effective in the second-half of the year.

Following necessary approvals sale transactions were concluded and monies received in respect of the land and buildings of Faridabad unit and of non-core property at Kolkata. The proceeds helped to prepay borrowings and also supported operational needs.

During the year Rs. 42.74 crores of loans were repaid; reported indebtedness however decreased by Rs. 34.55 Crores due to exchange rate variation of Rs. 8.19 Crores capitalized.

Shareholders had approved the sale, transfer or disposal otherwise of the Company''s Pithampur Unit where production has remained suspended since July 2015, even as overhauling/upgrading the plant was also evaluated. Finally, a conditional term sheet has been concluded for the sale/transfer of Pithampur unit, subject to necessary approvals and definitive agreement. The transaction can crystallize only after completion of agreed trial runs, and the financials and cash flows will then be accounted for. We expect a reduction in standing costs will support the bottom line, and the net proceeds will help reduce borrowings.

For the sake of clarity, after the steps taken during the year (and assuming resolution of the Pithampur Unit) the Company''s industrial operations will remain situated at Barjora (West Bengal) - the largest investment base of the Company, Greater Noida (Uttar Pradesh), and Ranjangaon (Maharashtra).

Performance details are to be found in the annexed Managements'' Discussion & Analysis Report. The Management is confident of maintaining its track record of meeting rated outputs, the competitiveness and quality of product offerings, and the robustness of its business model. Under typical and reasonable conditions operational capability is not expected to be a constraining factor to improved financial performance.

The Dielectric film line (Biax Division Barjora Unit II), has seen healthy volumes on sales and production build up. Capacity utilisation of Barjora Unit I (manufacturing mostly non-dielectric products) was deliberately restricted to servicing remunerative orders, thereby reflecting significantly lower production. The operating outcome of this unit depresses positive results from other units and the management is evaluating all curative long-term options.

Consumer durables, including refrigerators (the most significant client base for Coex Division) witnessed a marginal growth. The Company continues to be the leading supplier of sheets and liners for white goods. Production levels grew nearly 9% but value addition remained under pressure in a fiercely competitive end-product market. White goods hold good and long term potential and continue to attract significant global players to India. During the year, the Company relocated one cast film line from the closed Faridabad unit to augment capacity at Ranjangaon.

In this background of various limitations and cessations, the company achieved a near flat production volume of 24,353 MT (24,926 MT in the previous year), with gross sales as reported (pre-GST gross sales till June 30, 2017 are inclusive of CENVAT) at Rs. 314 Crores against Rs. 349 Crores last year. Exports amounted to Rs. 600.02 lacs (Rs. 853.22 lacs). Interest and other finance costs at Rs. 2136.18 lacs were lower by Rs. 382.87 lacs. After accounting for net exceptional income (after certain necessary exceptional charges/provisions), Profit before Tax was Rs. 1045.60 lacs against a reported loss of Rs. 1234.34 lacs in the previous year.

The Company transitioned to the GST system satisfactorily and there have been no major hitches. Despite the initial effects and challenges a stabilized and moderated GST will help improve business prospects and trade.

DIRECTORS AND KEY MANAGEMENT PERSONNEL

Sri C. Bhaskar was re-appointed by the Board on recommendation of the Remuneration & Nomination Committee as Managing Director & Chief Executive Officer, not liable to retirement by rotation under the Companies Act, 2013 for a period of three years w.e.f. January 1, 2018, (subject to necessary shareholders'' approval).

During the year, five Board Meetings were convened and held as per details in the annexed Corporate Governance Report. The Independent Directors met separately on February 2, 2018 as required.

STATUTORY AND OTHER MATTERS

The extract of the Annual Return in Form MGT-9 is annexed herewith.

The Board has, on the recommendation of the Remuneration and Nominations Committee, framed a Policy for appointment and remuneration of Directors and Senior Managerial Personnel as well as criteria for determining independence and other relevant matters (policy and criteria annexed herewith; policy also available on weblink: www.xproindia.com/data/XILPolicyRemuneration.pdf). Pursuant to the provisions of the Act and SEBI Listing Regulations, 2015, the Board carried out annual evaluation of its performance, and of individual directors (including independent) as well as the evaluation of its Audit, Remuneration and Nominations, and Stakeholders Relationship Committees. The concerned Director did not participate in the meeting while he/she was being evaluated. A questionnaire was circulated to all Directors. The Remuneration and Nominations Committee also evaluated the performance of every Director. The evaluation of the Chairman and of the non-independent Directors was also carried out at the separate meeting of Independent Directors.

Information on Conservation of Energy, Technology absorption & foreign exchange earnings and outgo is furnished in annexure hereto.

The Company has formulated a Policy for determining material subsidiaries as required under Regulation 16(1)(c) of the SEBI Listing Regulations, 2015 (weblink: www.xproindia.com/data/XILPolMatSubs.pdf). The Company has two wholly owned subsidiaries viz. Xpro Global Limited and Xpro Global Pte. Ltd., Singapore. Performance and Financial Position of the said Subsidiaries is annexed herewith in Form AOC-1 as required.

Transactions with related parties during the year were in the ordinary course of business on an arm''s length basis. There are no such material related party transactions entered into by the Company which may have a potential conflict of interest with that of the Company and to which Section 188(1) of the Act applies. Accordingly Form AOC-2 is not required to be annexed. As required under provisions of the Act and Regulation 23 of the SEBI Listing Regulations, 2015, all proposed Related Party Transactions are placed before the Audit Committee for approval or for omnibus approval as necessary and a statement of all such transactions is also placed for review. The Policy on Related Party Transactions is uploaded on the website: www.xproindia.com/data/XILPolRelPartyTrans.pdf.

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

The Company has a vigil mechanism for directors and employees to report genuine concerns in accordance with the Whistle Blower Policy; no employee is denied access to the Audit Committee in this regard. The said Policy provides for safe guards through Protected Disclosures against victimization of persons who use such mechanism, and is displayed on the Company''s website. The details of the whistle blower policy are also annexed herewith.

Employees Stock Option ("ESOP") Schemes are implemented in accordance with SEBI Guidelines. During the year, Company issued and allotted 1,54,000 Equity Shares of Rs. 10/- each to eligible employees on December 7, 2017 under the ESOP Scheme-2009. All other required particulars, are annexed hereto.

DIRECTORS'' RESPONSIBILITY STATEMENT

AUDITORS'' OBSERVATIONS

The observations of Statutory Auditors and Secretarial Auditors are routine and in the nature of general disclosures.

AUDITORS

Cost Audit for the year ended March 31, 2017 was carried out by M/s Sushil Kumar Mantri & Associates, Cost Accountants. The Board, on recommendation by the Audit Committee, had appointed M/s Sushil Kumar Mantri & Associates, Cost Accountants, to conduct the audit of the cost records of the Company for the year ending March 31, 2018. However, vide their letter dated March 19, 2018 they resigned as Cost Auditors due to preoccupation. As required by Rule 3A of the Companies (Cost Records and Audit) Rules, 2014 (as amended), it was necessary for the Board to fill this casual vacancy within thirty days and accordingly, the Board appointed M/s Sanghavi Randeria & Associates, Cost Accountants, Mumbai (Firm Registration No. 00175) as Cost Auditors of the Company for the Financial Year 2017-18. In terms of Section 148 (3) of the Act their remuneration for the Financial Year 2017-18 is required to be approved at the forthcoming Annual General meeting.

The Board, on recommendation by the Audit Committee, has appointed M/s Sanghavi Randeria & Associates, Cost Accountants, to conduct audit of cost records of the Company for the year ending March 31, 2019. In terms of Section 148 (3) of the Act their remuneration has to be approved at the forthcoming Annual General meeting.

ACKNOWLEDGEMENTS

We place on record our sincere appreciation of the valuable cooperation and support received at all times by the Company from all its Bankers, particularly the lead bank, State Bank of India, all concerned Government and other authorities and Shareholders. Relations with employees were generally cordial; we record our appreciation of contributions made by employees during the year.

For and on behalf of the Board New Delhi

Sidharth Birla

May 24, 2018 Chairman

Mar 31, 2016

REPORT OF THE DIRECTORS TO THE SHAREHOLDERS

We present herewith our Annual Report together with the Audited Accounts of your Company for the year ended March 31, 2016.

FINANCIAL RESULTS

(Rs. Lacs)

	FY 2016	FY 2015
Revenue from Operations	307,98.05	288,05.56
yielded a
Profit / (Loss) before Depreciation and Tax	( 5,61.08 )	( 4,87.69 )
add : Extraordinary items	( 1,61.98 )	-
less : Depreciation	17,79.77	14,04.81
Profit / (Loss) Before Tax	( 25,02.83 )	( 18,92.50 )
less : Provisions for
- Income Tax	2.99	-
- Deferred Tax Asset (Create)	-	( 5,01.00 )
- Deferred Tax Asset (written off)	10,10.00	-
Profit / (Loss) After Tax	( 35,15.82 )	( 13,91.50 )
add : Surplus brought forward	33,13.44	48,61.35
Less: Transition adjustments	-	1,56.41
Balance available for appropriation	( 2,02.38 )	33,13.44
Which is appropriated as :
- Surplus carried forward	( 2,02.38 )	33,13.44

In view of the above, with regret, the Directors do not recommend any Dividend.

REVIEW OF KEY BUSINESS MATTERS

Positive government policies, actions and structural reforms to foster strong sustainable growth helped make India one of the fastest growing economies in the world. Moderate oil prices over the last 2 years helped curtail inflation and make room for increased spending on goods and services besides helping current account deficit, external and fiscal positions. Consequently, the country''s outlook is positive with GDP growth at 7.6% in 2015-16 on the strength of domestic absorption, despite global headwinds and poor monsoons over the last 2 years during which the rupee also weakened against major currencies.

While India''s overall economic prospects are on a recovery path, domestic demand conditions (like exports) have not fully recovered. Capacity utilization across many industries is sub-optimal and private business has still been hesitant about fresh investments. Challenges to economic prospects include possible rise in oil prices, uncertain monsoons, debt overhang in businesses, and slow revival of customer confidence.

The end-markets for many of the Company''s products also suffered depressed demand and low growth, including a decline in consumer durables production during the first half-year. A volatile petro-product price environment coupled with a weakened rupee amplified negative dimensions to profitability, since all the advantages of falling oil prices did not translate to similar reduction in prices of our raw materials.

The company achieved higher (but less than forecast) aggregate production volumes at 21,645 MT, and gross sales 7% higher at Rs.308 Crores against Rs.288 Crores last year. The loss before depreciation (excluding extraordinary items) was Rs.5.61 Crores against a loss of Rs.4.88 crores in the previous year. Deferred tax asset created in earlier years to the extent of Rs.10.10 crores has also been reversed but as a matter of prudence and ample caution.

Performance is dealt with in greater detail in the Managements'' Discussion & Analysis Report. It is important for us to point out that the Company has a track record of meeting its rated outputs in production with consistent quality. The Management is confident of the competitiveness and quality of product offerings and the robustness of its business model. Therefore, when supported by our end-markets, operational performance would not usually be a constraining factor to financial performance.

A systematic analysis substantiates that the total losses in this year have arisen principally out of (i) market-led gaps both in utilization of capacities and restrained value-addition from price realizations, (ii) in turn substantial interest and depreciation loads on new investments as well as spare capacity could not be fully covered and (iii) the burden imposed for much of the year due to occurrences of nature (described below) at Pithampur and consequent losses in production due to the still continuing necessary repair and revamp process.

However, on a positive yet entirely reasonable note, given the true size of both the market and OEM (our buyers) capacities on the ground, the present trying conditions are reasonably viewed by us as transitory. The Management also takes continuous measures on product developments, improving operations, trimming overheads, control on discretionary spend and managing liquidity; therefore any upturn in demand/pricing will usually have an immediate impact on the bottom line and financial position.

In order to assist in overcoming the strained liquidity position arising on account of these losses, the Management has taken up with our consortium of banks (led by State Bank of India) as well as with BKB Bank, Germany, for rescheduling their payments, which request we understand is likely to be considered constructively.

The new sophisticated Dielectric film line (Biax Division Barjora Unit II), which represents the largest investment of the Company, is successfully manufacturing intended types of dielectric film, which have been well accepted and conform to international standards. For much of the year, the economics of this facility suffered on account of anomalies due to an inverted duty structure. Representations were made and the government made necessary correction in February 2016, the impact of which will be realized only in the current year onward. Healthy volumes on sales and production have built up in recent months and we expect this unit to contribute substantially to the overall performance of the Company in coming years.

Production at Biax Division''s Pithampur Unit has been temporarily suspended since July 2015 following inundation and consequent damage due to heavy rainfall and flash floods. Insurance claims are in process and have not been accounted for as yet. Overhauling and upgrading the plant, besides other viable options, are being examined. The Company has adequate capacity for production of dielectric films at other Units to meet market requirements.

For general applications, Indian BOPP Films industry continues to have significant overcapacity, resulting in about 70% capacity utilization. In the resulting price-based competition our marginal capacity for general products is usually at a disadvantage to those of the main players. In the circumstances, the general products of Biax Division reported marginally higher physical volumes but seriously impacted financial results.

Consumer durables, including refrigerators (the most significant client base for Coex Division) witnessed grudging and marginal growth. Despite tonnage reduction due to thinner product specifications, the Company maintained production levels in units. Value additions fell significantly due to cost pressures and absence of pricing power in a depressed market. The Company has also identified specialized cast film products to widen its markets.

DIRECTORS AND KEY MANAGEMENT PERSONNEL

Smt. Madhushree Birla is the only retiring Director and retires by rotation at the ensuing Annual General Meeting. Being eligible, she offers herself for re-appointment in terms of Section 149, 152 and other applicable provisions of the Companies Act, 2013 (hereinafter "the Act").

During the year, five Board Meetings were convened and held as per details in the annexed Corporate Governance Report. The Independent Directors met separately on January 28, 2016 as required.

STATUTORY AND OTHER MATTERS

The extract of the Annual Return in Form MGT-9 is annexed herewith.

The Board has, on the recommendation of the Remuneration and Nominations Committee, framed a Policy for appointment and remuneration of Directors and Senior Managerial Personnel as well as criteria for determining independence and other relevant matters (policy and criteria annexed herewith). Pursuant to the provisions of the Act and SEBI Listing Regulations, 2015, the Board carried out annual evaluation of its performance, and of individual directors (including independent) as well as the evaluation of its Audit, Remuneration and Nominations, and Stakeholders Relationship Committees. The concerned Director did not participate in the meeting while he/she was being evaluated. A questionnaire was circulated to all Directors. The Remuneration and Nominations Committee also evaluated the performance of every Director. The evaluation of the Chairman and of the non-independent Directors was also carried out at the separate meeting of Independent Directors.

Information on Conservation of Energy, Technology absorption & foreign exchange earnings and outgo is furnished in annexure hereto.

The Company has formulated a Policy for determining material subsidiaries as required under Regulation 16(1)(c) of the SEBI Listing Regulations, 2015 (we blink: www.xproindia.com/data/XILPolMatSubs.pdf). The Company has two wholly owned subsidiaries viz. Xpro Global Limited and Xpro Global Pte. Ltd., Singapore. Performance and Financial Position of the said Subsidiaries is annexed herewith in Form AOC-1 as required.

There are no Related Party transactions entered into by the Company which may have a potential conflict of interest with that of the Company and to which Section 188(1) of the Act applies. Accordingly Form AOC-2 is not required to be annexed. As required under provisions of the Act and Regulation 23 of the SEBI Listing Regulations, 2015, all Related Party Transactions are placed before the Audit Committee for approval or for omnibus approval as necessary. The Statement of all such transactions entered into is placed before the said Committee for review. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website (http://www.xproindia.com/data/XILPolRelPartyTrans.pdf).

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

The Company has a vigil mechanism for directors and employees to report genuine concerns in accordance with the Whistle Blower Policy; no employee is denied access to the Audit Committee in this regard. The said Policy provides for safe guards through Protected Disclosures against victimization of persons who use such mechanism, and is displayed on the Company''s website. The details of the whistle blower policy are also annexed herewith.

Information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed.

The Company has set up a Committee to look into the complaints under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013; no complaint relating to sexual harassment at the work place was received during the year.

The Company has constituted a Committee on Corporate Social Responsibility (CSR), the details of which are furnished in the Corporate Governance Report. While the statutory requirements on spending are not applicable to the Company in view of loss/inadequate profit, small steps have always been taken by the Company for social and inclusive development in its local areas; however given the relatively small size of the units and their geographical spread, it has not been practical to yet undertake any significant projects beyond these. The CSR Policy of the Company is annexed herewith.

Employees Stock Option ("ESOP") Schemes are implemented in accordance with SEBI Guidelines. Details of options granted earlier and presently outstanding along, with other particulars as required, are annexed hereto.

DIRECTORS'' RESPONSIBILITY STATEMENT

The CEO and CFO have certified the Financial Statements as per requirements of Regulation 17(8) of the SEBI Listing Regulations, 2015, which has been reviewed by the Audit Committee and taken on record by the Board. Having taken reasonable and bonfire care, pursuant to Section 134 (3)(c) of the Act, the Directors indicate that (i) in the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanations relating to material departures; (ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year; (iii) the Directors had 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; (iv) the Directors had prepared the annual accounts on a going concern basis;

(v) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and (vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS'' OBSERVATIONS

The observations of Statutory Auditors and Secretarial Auditors are routine and in the nature of general disclosures. AUDITORS

M/s Deloitte Haskins & Sells, Chartered Accountants, had been appointed as the Statutory Auditors of the Company at the Seventeenth Annual General Meeting held on July 31, 2014 to hold office until the conclusion of the Twentieth Annual General Meeting of the Company i.e. for a term of three years. As provided in Section 139 of the Act, the said appointment is being placed for ratification at the forthcoming Annual General Meeting.

Pursuant to the provisions of Section 204 of the Act, the Company had appointed Sri K. C. Khowala, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditors is annexed herewith.

Cost Audit for the financial year ended March 31, 2016 is being carried out by M/s Sushil Kumar Mantri & Associates, Cost Accountants, appointed for the purpose. The Board of Directors of the Company on the recommendation of the Audit Committee, has appointed M/s Sushil Kumar Mantri & Associates, Cost Accountants, to conduct the audit of the cost records of the Company for the financial year ending March 31, 2017. In terms of Section 148 (3) of the Act, the remuneration payable to them is required to be approved at the forthcoming Annual General meeting.

ACKNOWLEDGEMENTS

We place on record our sincere appreciation of the valuable cooperation and support received at all times by the Company from all its Bankers, particularly the lead bank, State Bank of India, all concerned Government and other authorities and Shareholders. Relations with employees were generally cordial; we record our appreciation of contributions made by employees during the year.

For and on behalf of the Board

New Delhi Sidharth Birla

May 5, 2016 Chairman

Mar 31, 2015

TO THE SHAREHOLDERS

We present herewith our Annual Report together with the Audited Accounts of your Company for the year ended March 31, 2015.

FINANCIAL RESULTS

(Rs. Lacs)

FY 2015 FY 2014

Revenue from Operations 288,05.56 271,55.11 yielded a

Profit before Depreciation and Tax ( 4,87.69 ) ( 3,87.63 )

Less : Depreciation 14,04.81 11,22.25

Profit / (Loss) Before Tax ( 18,92.50 ) ( 15,09.88 )

Less : Provisions for

- Income & Wealth Tax - -

- Deferred Tax ( 5,01.00 ) ( 4,65.00 )

Profit / (Loss) After Tax ( 13,91.50 ) ( 10,44.88 )

Add : Surplus brought forward 48,61.35 59,06.23

Less: Transition adjustments 1,56.41 -

Balance available for appropriation 33,13.44 48,61.35

Which is appropriated as :

- Surplus carried forward 33,13.44 48,61.35

In view of the above, with regret, the Directors find it prudent not to recommend any Dividend.

REVIEW OF KEY BUSINESS MATTERS

The Indian macro-economic outlook is turning positive with a marked decline in inflation and a comfortable external position helped by positive government policies and fall in global crude oil prices. Changes adopted in GDP reporting based on an updated base year, wider coverage of goods and services and the inclusion of tax data showed a more robust economic performance than projected earlier, with initial estimates for 2014-15 showing growth accelerated to 7.4% as industry and service sectors expanded. GDP growth is projected at 7.8% in 2015-16 and expected to further rise to 8.2% by 2016-17. Government efforts towards regulating general inflation, a pro- investment attitude, improvement in fiscal and current account deficit, and movement on resolving structural bottlenecks are steps in the right direction. A global economic slowdown, barring some positive signs in U.S.A., does however create stresses and increases complexities in our economic environment. Challenges to economic prospects include possible rise in oil prices, uncertain monsoons, and slow revival of customer confidence.

Despite improving fundamentals in, and continuing strong potential, of our economy, much of the financial year saw poor customer sentiment across many sectors. The end-markets for many of the Company''s products were no exception and showed low growth on the back of decline in consumer durables production. Volatility in petro- product prices added further negative dimensions to profitability. The company did turn in marginally higher (but less than targeted) aggregate production volumes at 19,634 MT, and gross sales 6% higher at Rs.288 Crores against Rs.272 Crores last year. The loss before depreciation and tax was Rs.4.88 Crores against a loss of Rs.3.88 crores in the previous year. Performance is dealt with in greater detail in the Managements'' Discussion & Analysis Report.

A careful analysis however confirms that such loss-making conditions arise principally out of much less-than- expected physical levels of activity, leaving gaps in utilization of our capacities. Given the true size of the market and end-product capacities on the ground, such conditions are reasonably viewed by us as temporary. The Management is confident of the competitiveness and quality of product offerings and the robustness of its business model. The year witnessed material progress towards realising the strategic direction of the Company, with the commencement of production of intended Dielectric Films at the state-of-the-art Dielectric (capacitor) Film project. The new unit (called Biax Division Barjora Unit II) represents the largest investment in the Company''s history. Following it''s capitalisation with effect from March 1, 2015 it was to be expected that interest and deprecation burdens will exert significant pressure on the bottom line for some time. We continue to be satisfied that the unit is capable of generating due returns under foreseeable market and economic conditions, subject of course to normal business risks. It may be noted no fresh capital was raised and the Company''s contribution for the project was met from internal accruals.

This high technology plant reflects our faith in India''s growth through manufacturing and the Make-in-India movement. However, this facility is presently suffering on account of anomalies arising out of an inverted duty structure, for which representations have been made to the Government who have appreciated our concern. Such representations could be made only after commencing production and we look forward to early actions from the government in line with a true need and its own policies for correction of inverted duties.

Reflecting specialization in niche polymer films (e.g. thin, dielectric and metalized films), the plants at Barjora and Pithampur are the only indigenous producers of thin BOPP Films for special applications. For general applications areas, Indian BOPP Films industry continues to have significant over-supply resulting in about 70% capacity utilisation and price-based competition. In the circumstances, the existing products of Biax Division reported marginally higher sales volumes but seriously impacted financial results. BOPP Films do see domestic demand growing at around 15% but supply imbalances have amplified due to short term export market pressures and a quantum - even perhaps irrational - jump in domestic capacity.

Consumer durables, including refrigerators (a significant client base for Coex Division) witnessed grudging and marginal growth. Despite like-for-like volume reduction due to downgauging of product specifications, the Company was able to maintain production volume levels. However value additions fell significantly due to cost pressures in a fiercely competitive end-market. Nevertheless, this segment holds good and long term potential and has attracted significant global manufacturers to India, which will help expand our customer base. The Company has also identified specialised cast film products to widen markets. The Management continuously takes measures to improve operations, trim overheads, control discretionary spend and manage liquidity.

DIRECTORS AND KEY MANAGEMENT PERSONNEL

Smt. Madhushree Birla retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for re-appointment in terms of Section 149, 152 and other applicable provisions of the Companies Act, 2013 (hereinafter "the Act").

Sri Amitabha Guha, Sri Ashok Kumar Jha, Sri Haigreve Khaitan, Sri P.Murari, Sri Utsav Parekh, and Sri S.Ragothaman were appointed as Independent Directors in terms of Section 149 and other applicable provisions of the Act at the Seventeenth Annual General Meeting held on July 31, 2014, to hold office until the conclusion of the fifth consecutive Annual General Meeting of the Company therefrom i.e. until the conclusion of the Twenty Second Annual General Meeting of the Company. All Independent Directors have given declarations that they meet the criteria of independence as laid down u/s 149(6) of the Act. Sri Haigreve Khaitan has shared with the Board the demands of his increasing professional commitments and subsequently resigned from the Board of Directors w.e.f. January 30, 2015. The Board places on record its deepest appreciation for the contribution made by Sr Khaitan during his long tenure. The Board of Directors has, on the recommendation of the Remuneration and Nomination Committee, appointed Ms. Nandini Khaitan as an Additional Director of the Company, in the category of Independent Directors, with effect from March 21, 2015. She holds Office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. A notice has been received from a member proposing Ms.Khaitan as a candidate for the office of Director.

Sri C. Bhaskar was re-appointed by the Board as Managing Director & Chief Executive Officer, for a period of three years w.e.f. January 1, 2015, on the recommendation of the Remuneration & Nomination Committee (subject to necessary approval of the shareholders). Sri Vinay Kumar Agarwal was appointed during the year as the Chief Financial Officer of the Company under the provisions of the Act.

During the year, six Board Meetings were convened and held as per details in the annexed Corporate Governance Report. The Independent Directors met separately on January 31, 2015 as required.

STATUTORY AND OTHER MATTERS

Information as per the requirements of the Companies Act, 2013, our report on Corporate Governance and the Managements'' Discussion & Analysis Report form a part of this Report and are annexed hereto.

The extract of the Annual Return in Form MGT-9 is annexed herewith.

The Board has, on the recommendation of the Remuneration and Nominations Committee, framed a Policy for appointment and remuneration of Directors and Senior Managerial Personnel as well as criteria for determining independence and other relevant matters (policy and criteria annexed herewith). Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board carried out annual evaluation of its performance, and of individual directors (including independent) as well as the evaluation of its Audit, Remuneration and Nominations, and Stake Holders Relationship Committees. The concerned Director did not participate in the meeting while being evaluated. A questionnaire was circulated to all the Directors. The Remuneration and Nominations Committee also evaluated the performance of every Director. The evaluation of the Chairman of the Board and the non- independent Directors was also carried out at the separate meeting of the Independent Directors.

Information on Conservation of Energy, Technology absorption & foreign exchange earnings and outgo is furnished in annexure hereto.

The Company has formulated a Policy for determining material subsidiaries as required under Clause 49(V) of the Listing Agreement (weblink: www.xproindia.com/data/XILPolMatSubs.pdf). The Company has two wholly owned subsidiaries viz. Xpro Global Limited and Xpro Global Pte. Ltd., Singapore. Performance and Financial Position of the said Subsidiaries is annexed herewith in Form AOC-1 as required.

The Company has a system of reviewing business risks by Senior Executives at plants. The Audit Committee and the Board are informed about the identified risks, assessment thereof and minimization procedures and identification of risk elements which in the opinion of the Board may threaten existence of the Company.

The Company has an internal control system commensurate with its size of operations. The internal audit function is carried out by external agencies which report to the Chairman of the Audit Committee. During the course of internal audit the efficacy and adequacy of internal control systems of the Company is also evaluated. Based on the reports, corrective actions are taken and the controls strengthened.

The Company has not granted any loan or issued any guarantee or made any investment to which the provisions of Section 186 of the Act apply, except an inter-corporate deposit to Digjam Limited. Closing balance: Rs.50 lacs; previous year Rs.4.25 Crores; maximum outstanding at any point of time during the year: Rs.5.13 Crores; previous year: Rs.5.12 Crores. Further, the Company has not invited/accepted any Fixed Deposits under Chapter V of the Act and there are none outstanding as on March 31, 2015.

There are no Related Party transactions entered into by the Company which may have a potential conflict of interest with that of the Company and to which Section 188(1) of the Act applies. Accordingly Form AOC-2 is not required to be annexed. As required under provisions of the Act and Clause 49 of the Listing Agreement, all Related Party Transactions are placed before the Audit Committee for approval or for omnibus approval as necessary. The Statement of all such transactions entered into is placed before the said Committee for review. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website (http://www.xproindia.com/data/XILPolRelPartyTrans.pdf).

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

The Audit Committee meets requirements of Section 177 of the Act and Clause 49 of the Listing Agreement; details of its composition are furnished in the Corporate Governance Report. There was no instance during the year where the Board did not accept any recommendation of the Audit Committee.

The Company has a vigil mechanism for directors and employees to report genuine concerns in accordance with the Whistle Blower Policy; no employee is denied access to the Audit Committee in this regard. The said Policy provides for safe guards through Protected Disclosures against victimization of persons who use such mechanism, and is displayed on the Company''s website. The details of the whistle blower policy are also annexed herewith.

Information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed.

The Company has set up a Committee to look into the complaints under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013; no complaint relating to sexual harassment at the work place has been received during the year.

The Company had, before the Act came into force, already constituted a Committee on Corporate Social Responsibility (CSR), the details of which are furnished in the Corporate Governance Report. While the statutory requirements on spending are not applicable to the Company in view of loss/inadequate profit, small steps have always been taken by the Company for social and inclusive development in its local areas; however given the relatively small size of the units and their geographical spread, it has not been practical to yet undertake any significant projects beyond these. The CSR Policy of the Company is annexed herewith.

Employees Stock Option ("ESOP") Schemes are implemented in accordance with SEBI Guidelines. Details of options granted and outstanding along with other particulars, as required, are annexed hereto.

DIRECTORS'' RESPONSIBILITY STATEMENT

The CEO and CFO have certified the Financial Statements as per requirements of Clause 49(IX) of the Listing Agreement which has been reviewed by the Audit Committee and taken on record by the Board. Having taken reasonable and bonafide care, pursuant to Section 134 (3)(c) of the Act, the Directors indicate that (i) in the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanations relating to material departures; (ii) the Directors had 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 loss of the Company for the year; (iii) the Directors had 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; (iv) the Directors had prepared the annual accounts on a going concern basis; (v) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and (vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS'' OBSERVATIONS

The observations of the Statutory Auditors and Secretarial Auditors are routine and in the nature of general disclosures.

AUDITORS

M/s Deloitte Haskins & Sells, Chartered Accountants, had been appointed as the Statutory Auditors of the Company at the Seventeenth Annual General Meeting held on July 31, 2014 to hold office until the conclusion of the Twentieth Annual General Meeting of the Company i.e. for a term of three years. As provided in Section 139 of the Act, the said appointment is being placed for ratification at the forthcoming Annual General Meeting.

Pursuant to the provisions of Section 204 of the Act, the Company had appointed Sri K. C. Khowala, Practising Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditors is annexed herewith.

The Board of Directors of the Company on the recommendation of the Audit Committee, has appointed M/s Sushil Kumar Mantri & Associates, Cost Accountants, to conduct the audit of the cost records of the Company for the financial year ending March 31, 2016. In terms of Section 148 (3) of the Act, the remuneration payable to them is required to be approved at the forthcoming Annual General meeting.

ACKNOWLEDGEMENTS

We place on record our sincere appreciation of the valuable cooperation and support received at all times by the Company from all its Bankers, particularly the lead bank, State Bank of India, all concerned Government and other authorities and Shareholders. Relations with employees were generally cordial; we record our appreciation of contributions made by employees during the year.

For and on behalf of the Board

New Delhi Sidharth Birla

May 29, 2015 Chairman

Mar 31, 2013

TO THE SHAREHOLDERS

The present herewith our Annual Report together with the Audited Accounts of your Company for the year ended March 31, 2013.

FINANCIAL RESULTS

(Rs. Lacs)

FY 2013 FY 2012

Revenue from Operations

- Continuing Businesses 252,62.35 270,17.43

- Discontinued Businesses (till Aug 18, 2011) 37,07.05

252,62.35 307,24.48

Continuing Businesses resulted in a

Profit before Depreciation and Tax of 3,60.09 18,57.47

less : Depreciation 10,80.04 11,54.44

(7,19.95) 7,03.03

Discontinued Business (till August 18, 2011) resulted in a Profit before Depreciation and

Tax of 3,41.62

less : Depreciation 88.05 2,53.57 (7,19.95) 9,56.60

add: Exceptional items (profit from slump sale of discontinued business) 34,57.46

Profit / (Loss) Before Tax ( 7,19.95 ) 44,14.06

less : Provisions for

- Income & Wealth Tax 8,86.50

- Deferred Tax (3,11.00) 2,18.00

- Credit for MAT Entitlement ( 70.00 )

- Tax pertaining to earlier years 2.18 18.56

Profit / (Loss) After Tax ( 4,11.13 ) 33,61.00

add : Surplus brought forward 64,53.33 39,31.92 Balance available for appropriation 60,42.20 72,92.92

Which is appropriated as :

- General Reserve 5,00.00

- Proposed Dividend 116.78 2,92.09

- Dividend Tax 19.19 47.50

- Surplus carried forward 59,06.23 64,53.33

The presentation above is a summary of the financial results and it is suggested that due care be exercised by readers in evaluating the businesses, financials and comparisons with earlier periods in view of the standards applicable to financial statements, particularly presentation relating to discontinued business. Though there is no distributable surplus for the year, upon prudent consideration of our conservative dividend policy, available surpluses, and overall stake-holder interest, we recommend for your approval a Dividend of Re.1.00 per share.

REVIEW OF KEY BUSINESS MATTERS

Domestic economic conditions remain stressed. The global economy is struggling to effectively recover. A number of developed economies are in various degrees of recession, and growth in many developing countries is affected by its spill-over. This is impacting consumer entiments and demand. Indian economic growth, decelerated to about 5%, the weakest in a decade, facing challenges from unfavourable global and domestic factors and the slump has spread to both consumption and exports. The manufacturing sector continued a sharp decline in growth from 2.7% in 2011-12 to 1.9% in 2012-13. Industry faced unprecedented headwinds, with domestic demand across many sectors including consumer durables and capital goods remaining muted, a weakening currency, and high inflation and interest rates. Corporate earnings across a wide spectrum appear to be significantly affected.

In the circumstances, the Company''s markets and its operations were subject to many severe challenges, as a result of which the profit performance, particularly in the last 3 quarters of the year under review, has been at its lowest since inception. The Company had to contend with cost increase across the board, including steep increases in power tariff (in some cases with retrospective effect). Sales from continuing businesses were lower at Rs. 252.62 Crores against Rs. 270.17 Crores last year and their gross profits fell to Rs. 3.60 Crores from Rs. 18.57 Crores. Performance is dealt with in greater detail in the Managements'' Discussion & Analysis Report.

These conditions are however reasonably viewed by us as transient. The potential for the Company''s end-markets continues to be robust and Management is confident of the competitiveness and quality of its product offerings. Shareholders can observe from these reports and accounts that the Company is nearing completion of significant investments Â actually the largest in its history Â to strengthen and expand its core operations through a prudent mix of its own liquidity and by leveraging its sound financial standing. All the new investments are expected to be on line in a few months and after a stabilization period, during which we expect the burden of the interest and deprecation to keep the bottom line under some pressure, the investments should be in a position to generate attractive returns under normal market and economic conditions, subject of course to relevant risks.

The strategic intent of the management is towards specialization in certain types of polymer films (including thin, dielectric and metalized films). The plants at Barjora and Pithampur concentrate on thin BOPP Films for special applications and the Company remains the only indigenous producer of such films. On the general product side, the Indian BOPP Films industry has a situation of significant over-supply resulting in about 52% capacity utilisation and obvious fierce competition and un-remunerative pricing. As a consequence Biax Division reported lower sales, volumes and deeply impacted financial results. The consumer durables industry, particularly refrigerators, (significant client base for Coex Division) had negative growth. The Company however was able to maintain marginally reduced volumes though value additions were lower. The Company has continuously taken measures to improve operations, trim overheads, control discretionary spend and strengthen liquidity.

Employees Stock Option ("ESOPÂ) Schemes are implemented in accordance with SEBI Guidelines. Details of options granted and outstanding along with other particulars, as required, are annexed hereto.

STATUTORY AND OTHER MATTERS

Information as per the requirements of the Companies Act, 1956, our report on Corporate Governance and the Managements'' Discussion & Analysis Report form a part of this Report and are annexed hereto. Section 217(2A) of the Act is not applicable there being no relevant employees during the year. As per General Circular No.2/2011 of February 8, 2011 issued by the Ministry of Corporate Affairs, the Board has consented by resolution not to attach balance sheets and other statements of subsidiary companies, Xpro Global Limited and Xpro Global Pte. Ltd., Singapore. Financial highlights in terms of the said notification are annexed. Shareholders of the holding company may obtain, upon request and free of cost, hard copies of annual accounts and related information of the subsidiaries. A copy of these Annual Accounts shall be kept open for inspection by shareholders at the Registered Office of the Company and of the subsidiary companies.

Relations with employees were generally cordial; we record our appreciation of contributions made by employees during the year.

The Company has received a notice pursuant to Section 257 of the Companies Act, 1956 from a Member, signifying his intention to propose at the ensuing Annual General Meeting, the appointment of Sri Ashok Kumar Jha as a Director of the Company and for that purpose, to move a resolution as mentioned in the notice. It is considered that, as recommended by the Remuneration and Nomination Committee, it would be in the interest of the Company to appoint Sri Ashok Kumar Jha as an Independent Director of the Company. Smt. Madhushree Birla and Sri S. Ragothaman, Directors, retire by rotation and being eligible offer themselves for reappointment.

The Company, having regard to its size and scope, is generally compliant with relevant voluntary guidelines on Corporate Social Responsibility (CSR). The Board has also constituted a committee to mentor and monitor CSR activities. Small steps have been always taken by our plants for social and inclusive development in their local areas; however given their relatively small size and geographical spread it has not been practical to undertake directly any significant projects outside these. The Company has accordingly budgeted for and adopted a policy to support external bodies including relevant bodies, NGOs or Government Relief Funds selected by the Board, including through financial contribution to them, with greater participation in the areas of health and social welfare, efforts toward reducing child mortality, promotion of education & socially responsible behaviour, and employment enhancing vocational skills.

The CEO and CFO have certified as per requirements of Clause 49(V) of the Listing Agreement, which has been reviewed by the Audit Committee and taken on record by the Board. Having taken reasonable and bonafide care, pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors indicate that (i) in the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanations relating to material departures; (ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year; (iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and (iv) the directors had prepared the annual accounts on a going concern basis.

AUDITORS'' OBSERVATIONS

The observations of the Auditors are routine and in the nature of general disclosures.

AUDITORS

The Auditors M/s Deloitte, Haskins & Sells, Chartered Accountants, retire, and being eligible offer themselves for reappointment.

The Company had appointed M/s Sanghavi Randeria & Associates, Cost Accountants, Mumbai to audit the Cost Accounts of erstwhile Thermosets Division of the Company for Synthetic Resins for the year ended March 31, 2012 pursuant to Section 233B of the Act. The Cost Audit Report for the year ended March 31, 2012 due for filing by April 15, 2013 (extended due date due to technical issues in MCA-21 system) had been e-filed by that date.

ACKNOWLEDGEMENTS

We place on record our sincere appreciation of the valuable cooperation and support received at all times by the Company from all its Bankers, particularly the lead bank, State Bank of India, all concerned Government and other authorities and Shareholders.

For and on behalf of the Board

New Delhi Sidharth Birla

April 27, 2013 Chairman

Mar 31, 2012

The have pleasure in presenting herewith our Annual Report together with the Audited Accounts of your Company for the year ended March 31, 2012.

FINANCIAL RESULTS

(Rs. Lacs)

FY 2012 FY 2011

Revenue from Operations

- Continuing Businesses 2,70,17.43 2,40,72.45

- Discontinued Businesses (till Aug 18,2011) 37,07.05 97,80.00

3,07,24.48 3,38,52.45

Continuing Businesses resulted in a Profit before Depreciation and Tax of 18,57.47 16,26.68

less : Depreciation 11,54.44 10,82.73

7,03.03 5,43.95

Discontinued Business (till August 18, 2011) resulted in a Profit before Depreciation and Tax of 3,41.62 6,25.39

less : Depreciation 88.05 2,28.32

2,53.57 3,97.07

9,56.60 9,41.02

add: Exceptional items (profit from slump sale 34,57.46 - of discontinued business)

Profit Before Tax 44,14.06 9,41.02

less : Provisions for

- Income & Wealth Tax 8,86.50 1,80.00

- Deferred Tax 2,18.00 (1,63.00)

- Credit for MAT Entitlement (70.00) (1,76.00)

- Tax pertaining to earlier years 18.56 (37.97)

Profit After Tax 33,61.00 11,37.99

add : Surplus brought forward 39,31.92 32,38.44

Balance available for appropriation 72,92.92 43,76.43 Which is appropriated as :

- General Reserve 5,00.00 1,80.90

- Proposed Dividend 2,92.09 2,26.82

- Dividend Tax 47.50 36.79

- Surplus carried forward 64,53.33 39,31.92

The presentation above is a summary of the financial results. In view of newer accounting standards applicable to financial statements, particularly presentation relating to discontinued business, it is suggested that due care be exercised by readers in evaluating the businesses, financials and any comparisons with earlier periods.

Considering improved profits and extraordinary income, and applying prudent discretion particularly in view of investments being undertaken, we recommend for your approval a Dividend of Rs.2.50 per share.

REVIEW OF KEY BUSINESS MATTERS

The optimism of the early part of the year, following a GDP growth @8.4% during previous two years, gave way to revised estimates projecting a lower growth @6.9% primarily due to lower industrial production; the Indian economy battled challenges including but not limited to forex volatility and managing price stability. Additional pressures stemmed from a deteriorating global scene, European debt crises and its possibility of impact on financial markets. Domestic constraints of inflation, rising interest and costs and general negative sentiment affected customer confidence. However, despite this largely negative background the Company's operating results improved and should be considered generally satisfactory. But our optimism remains cautious due to uncertainties arising from volatile markets and sentiment, inflation and high financial costs.

Total Sales were Rs. 307.24 Crores. Gross Profit from continuing businesses improved by 14% to Rs.1857.47 lacs despite marginal fall in volume from 21,887 MT to 20,453 MT. Profits from Discontinued Business were higher on pro-rata basis. Performance is dealt with in greater detail in the Managements' Discussion & Analysis Report.

The year witnessed material progress in strategic initiatives of the Company, particularly completion of sale of the Thermosets Division at Ranjangaon (manufacturing Thermoset Moulding Powders & Synthetic Resins) in an all-cash transaction on a going concern and slump sale basis. Completion of merger of erstwhile subsidiary Biax Specialty Films Private Limited was informed in our last Report. The proceeds from the above sale, after tax and partial reduction of debt, are supplementing finances for growth and expansion of core businesses.

Our strategic intent for BOPP and Cast films is towards specialization in certain types of films (including thin, dielectric, hygiene and metalized films). The plants at Barjora and Pithampur both concentrate on thin BOPP Films for special applications and the Company remains the only indigenous producer of such films; both plants operated at high utilization levels. Considering the sustainable potential in domestic and export markets, and the capabilities of the Company, capacity enhancement had been proposed and implementation is proceeding on schedule.

After years of sustained growth the consumer durables industry - particularly Refrigerators (a significant client base for the Company) turned in a negative growth performance, affecting off-take of sheets and liners. However this seems to be only a phase, as the industry continues to have good prospects going forward; to meet future needs capacities at Greater Noida and Ranjangaon were enhanced. Coex facilities at Ranjangaon are being systematically moved to a neighbouring location, as sale of Thermoset Division included the area where these were operating.

Employees Stock Option ("ESOP") Schemes are implemented in accordance with SEBI Guidelines. Details of options granted and outstanding along with other particulars, as required, are annexed hereto.

STATUTORY AND OTHER MATTERS

Information as per the requirements of the Companies Act, 1956, our report on Corporate Governance and the Managements' Discussion & Analysis Report form a part of this Report and are annexed hereto. Section 217(2A) of the Act is not applicable as there were no relevant employees during the year. As per General Circular No.2/2011 of February 8, 2011 issued by the Ministry of Corporate Affairs, the Board has consented by resolution for not attaching balance sheets and other statements of the subsidiary companies, i.e., Xpro Global Limited and Xpro Global Pte. Ltd., Singapore. Financial highlights in terms of the said notification are annexed. Shareholders of the holding company may obtain, free of cost and upon request, hard copies of annual accounts and related information of subsidiaries. A copy of these annual accounts shall be kept open for inspection by shareholders at the Registered Office of the Company and of the subsidiary companies.

Relations with employees were generally cordial, and we record our appreciation of contributions made by employees during the year. Specific mention is also made of the long and dedicated service by employees of the erstwhile Thermosets Division and whose services transferred with continuity to the buyer company.

Sri Utsav Parekh, Director, retires by rotation and being eligible offers himself for reappointment. Sri Amitabha Ghosh also retires by rotation but is not seeking reappointment due to personal reasons. The Board places on record its deepest appreciation of the valuable guidance and services rendered by Sri Amitabha Ghosh during his association with the Company as an Independent Director almost since inception. The Board re-appointed Sri C Bhaskar, Managing Director & Chief Executive Officer, in the said position for a period of three years from January 1, 2012 (subject to necessary approvals including that of the shareholders).

The Company, having regard to its size and scope, is generally compliant with relevant voluntary guidelines on Corporate Social Responsibility (CSR). The Board has also constituted a committee to mentor and monitor CSR activities. Small steps have been always taken by our plants for social and inclusive development in their local areas; however given their relatively small size and geographical spread it has not been practical to undertake directly any significant projects outside these. The Company has accordingly budgeted for and adopted a policy to support external bodies including relevant bodies, NGOs or Government Relief Funds selected by the Board, including through financial contribution to them.

During the year the Company also established the "Sri S.K. Birla Chair" Professorship at the Birla Institute of Technology & Sciences, Pilani as one of the early Chairs established at this renowned institute, to promote and recognise contribution to teaching and research; an appointment has since been made by the institute.

The CEO and CFO have certified as per requirements of Clause 49(V) of the Listing Agreement, which has been reviewed by the Audit Committee and taken on record by the Board. Having taken reasonable and bonafide care, pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors indicate that (i) in the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanations relating to material departures; (ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year; (iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and (iv) the directors had prepared the annual accounts on a going concern basis.

AUDITOR'S OBSERVATIONS

The observations of the Auditors are in the nature of general disclosures which read together with the accounting policies and the relevant notes to the accounts are self-explanatory.

AUDITORS

The Auditors M/s Deloitte, Haskins & Sells, Chartered Accountants, retire, and being eligible offer themselves for reappointment.

ACKNOWLEDGEMENTS

We place on record our sincere appreciation of the valuable cooperation and support received at all times by the Company from all its Bankers, particularly the lead bank, State Bank of India, all concerned Government/other authorities and Shareholders.

For and on behalf of the Board

New Delhi Sidharth Birla

April 26, 2012 Chairman

Mar 31, 2011

We present herewith our Annual Report together with the Audited Accounts of your Company for the year ended March 31, 2011. We also report that the amalgamation of the erstwhile wholly owned subsidiary of the Company Biax Specialty Films Private Limited, with the Company, is now sanctioned and effective from April 1, 2010. This Report and the Accounts appended hereto reflect the same.

FINANCIAL RESULTS

(Rs. Lacs) 2011 2010 Operations resulted in a Profit before Depreciation and Tax of 2,252.07 1,479.97

less : Depreciation 1,311.05 868.59

-------- --------- 941.02 611.38

add: Exceptional items (net) - 90.40

-------- ---------

Profit Before Tax 941.02 701.78 less : Provisions for

- Income & Wealth Tax 180.00 236.00

- Deferred Tax ( 163.00 ) 26.00

- Credit for MAT Entitlement ( 176.00 ) -

- Excess provisions for tax, written back ( 37.97 ) -

-------- ---------

Profit after Tax 1,137.99 439.78

add : Surplus brought forward 3,238.44 3,080.81

-------- ---------

Balance available for appropriation 4,376.43 3,520.59 Which is appropriated as :

- General Reserve 180.90 55.00

- Proposed Dividend 226.82 194.80

- Dividend Tax 36.79 32.35

- Surplus carried forward 3,931.92 3,238.44

We recommend for your approval a Dividend of Rs.2.00 per share.

REVIEW OF KEY BUSINESS MATTERS

The operations and results for the year now include those of the erstwhile subsidiary Biax Specialty Films Private Limited which has amalgamated with the Company. We are happy to report that the operations of the Company turned in strong performances in respect of both revenue and profits. Overall volume at 31,373 MT increased by about 30%; Gross Sales were higher by about 53% over the previous year at Rs.337.93 Crores; Gross Profit improved by 52% to Rs.2252.07 lacs (against Rs.1479.97 lacs in previous year).

The Indian economy continued to achieve amongst the highest growth levels globally. With sustained momentum in agriculture and manufacturing, growth has been estimated at over 8.5% powered by domestic demand. Medium term economic prospects continue to be favorable. Policy intervention to curb inflation including through gradual withdrawal of stimulus, liquidity restraints and interest rates, compounded by volatility in petro-product prices and competitive market conditions globally are relevant dimensions. In this background, the operations and results above were generally satisfactory. We remain optimistic on the future but mindful of uncertainties arising from volatile input prices, market swings, inflation and global and domestic economic cycles.

The Board in March 2011 approved and announced an agreement with SI Group - India Limited for sale of the Company's Thermo sets Division at Ranjangaon (engaged in the manufacture of Thermo set Molding Powders & Synthetic Resins) in an all-cash sale on a going concern and slump sale basis. Shareholders had already accorded their approval u/s 293(1)(a) through postal ballot; the transaction is subject to other necessary approvals and is expected to be completed in financial year 2011-12. We propose to use a part of the inflow to retire liabilities and earmark the balance towards growth.

The Consumer Durables industry - particularly Refrigerators - a significant client base for the Company, continues to have good growth prospects. To meet growing demand, Thermoforming capacity at Greater Noida was further enhanced and both Sheet and Thermoforming Capacity at Ranjangaon are being enhanced. Proactive steps continue to be taken by management to preserve market standing and competitive edge through development, productivity improvement and cost/financial discipline.

Our strategic intent for BOPP and Cast films is towards specialization in certain types of films (including thin, capacitor, hygiene and metalized films). The amalgamation of the subsidiary is a step in the same direction besides allowing the Company to consolidate its activities in this area while providing meaningful revival and development of the merging entity. It bears mentioning that the subsidiary had positive net worth and that there is no change in the share capital structure of the Company as a result of the merger. The plants at Barjora and Pithampur are both focused on thin BOPP Films for specialized applications, and the Company remains the only indigenous producer of such films; both plants operated at high utilization levels. Considering the growth in domestic and export markets, sustainable opportunities and the capabilities of the Company, capacity enhancement has been proposed and a new manufacturing line has also been ordered.

Employees Stock Option Schemes are implemented in accordance with SEBI Guidelines. Details of options granted and outstanding along with other particulars as required under SEBI Guidelines are annexed hereto.

STATUTORY AND OTHER MATTERS

Information as per the requirements of the Companies Act, 1956, our report on Corporate Governance and the Management Discussion & Analysis Report form a part of this Report and are annexed hereto. In accordance with General Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, the Board has consented by resolution for not attaching balance sheets and other relevant statements of the subsidiary companies, i.e., Xpro Global Limited and Xpro Global Pvt. Ltd., Singapore. Financial Highlights as required in terms of the said notification are annexed. Shareholders of the holding and subsidiary companies may obtain free of cost and upon request, hard copies of the annual accounts of subsidiary companies and related detailed information. A copy of the annual accounts of the subsidiary companies shall be kept open for inspection by shareholders at the Registered Office of the Company and of the subsidiary companies.

Relations with employees were generally cordial and we record our appreciation of contributions made by employees during the year.

As recommended by the Remuneration & Nomination Committee, Sri Amitabha Guha was appointed as an Additional Director with effect from March 24, 2011; he holds office until conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. Sri P.Murari and Sri Haigreve Khaitan, Directors, retire by rotation and, being eligible, offer themselves for reappointment.

The Company, having regard to its size and scope, is generally compliant with relevant voluntary guidelines on Corporate Social Responsibility (CSR). Small steps have been always taken by our units for social and inclusive development in their locales; however, given the relatively small size of units and their geographical spread, it is not practical to undertake any significant projects outside these. The Company has accordingly budgeted for and adopted a policy to support external bodies including relevant NGOs or Government Relief Funds selected by the Board, including through financial contribution to them.

As per our governance practices the management's statement on the integrity and fair presentation of financial statements is provided to the Board as an integral part of the accounts approval process. However, pursuant to Section 217(2AA) of the Companies Act the Directors indicate that they have taken reasonable and bonafide care (a) that in the preparation of the annual accounts the applicable accounting standards had been followed and proper explanations relating to material departures, if any, have been furnished; (b) that such accounting policies were selected and applied consistently and judgments and estimates that are reasonable and prudent made 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 the year; (c) that proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with provisions of the Companies Act for safeguarding the Company's assets and for preventing and detecting fraud and other irregularities; and (d) that these accounts have been prepared on a Going Concern basis.

AUDITOR'S OBSERVATIONS

The observations of the Auditors are in the nature of general disclosures which read together with the accounting policies and the relevant notes to the accounts are self-explanatory.

AUDITORS

The Auditors M/s Deloitte, Haskins & Sells, Chartered Accountants, retire, and being eligible offer themselves for reappointment.

ACKNOWLEDGEMENTS

We place on record our sincere appreciation of the valuable cooperation and support received at all times by the Company from all its Bankers, particularly the lead bank, State Bank of India, all concerned Government/other authorities and Shareholders.

For and on behalf of the Board

New Delhi Sidharth Birla

June 20, 2011 Chairman

Mar 31, 2010

We present herewith our Annual Report together with the Audited Accounts of your Company for the year ended March 31,2010.

FINANCIAL RESULTS

(Rs. Lacs) 2010 2009

Operations yielded a

Profit before Depreciation and Tax of 1,479.97 1,016.40

less; Depreciation 868.59 838.83

611.38 177.57

add: Exceptional items (net) 90.40 -

Profit Before Tax 701.78 177.57 less: Provisions for

Income & Wealth Tax 236.00 164.00

Ã Deferred Tax 26.00 (109.00)

Fringe Benefit Tax - 19.00

Profit after Tax t 439.78 103.57

add: Surplus brought forward 3,080.81 3,115.93

Balance available for appropriation 3,520.59 3,219.50 Which is appropriated as: General Reserve 55.00 10.00

Proposed Dividend 194.80 110.00

Dividend Tax 32.35 18.69

Surplus carried forward 3,238.44 3,080.81

Earnings from operations improved by about 45% to Rs.1479.97 lacs before depreciation and taxes (against Rs.1016.40 lacs in previous year) and, together with exceptional income, translated into an improved Profit after tax of Rs.439.78 lacs (Rs.103.57 lacs previous year). We recommend for your approval a Dividend of Rs. 1.75 per share.

REVIEW OF KEY BUSINESS MATTERS

The uncertainties facing the country at the beginning of the year following the global economic crisis, coupled with sub-normal monsoons, gave way to an economy showing signs of revival by the second quarter followed quickly by robust recovery in the second half with an estimated and broad-based GDP growth of 7.2%. To a considerable extent aided by the stimulus measures taken by the Government, an easing in credit & release of the pay commission arrears, a major recession was averted and India climbed out of the slowdown faster than expected, despite a sluggish export recovery. In particular, improving consumer confidence and strong demand in the automobiles and consumer durable segments drove the momentum in manufacturing.

The operations of the Company were generally satisfactory as also reflected in the financial results. Aggressive marketing, development efforts, productivity improvements and disciplined cost control helped the company take advantage of the revival in our consumer industries. Volatility in petro-product prices (our raw materials), liquidity constraints with industrial customers and competitive Ã conditions were under-lying characteristics. Overall volumes at 24,207 MT were higher by about 25% and Gross Sales higher by about 34% over the previous year at Rs.220.39 Crores. We remain optimistic on the future but mindful of uncertainties arising from volatile input prices, slow global recovery, threat of a repeat global recession, widening of inflationary trends from supply-based food segments to demand driven non-food areas, and impending interest rate hikes coupled with expected liquidity restraints.

The Consumer Durables industry in the country, particularly Refrigerators, a significant client base for the Company witnessed a high growth of nearly 37% (following several years ataround 16%) and is expected to continue to exhibit good fundamentals. To meet growing demand from specific customers, capacity at Ranjangaon was further enhanced through addition of Coextruded Sheet and Thermoforming capacity. Sheet Capacity at Greater Noida is also being enhanced through addition of another line. The Thermosets Division also continues to exhibit strong growth and capacity for synthetic resins and phenolic moulding powders was enhanced during the year. Proactive steps continue to be taken by the management to preserve market standing and competitive edge through development, productivity improvement and cost/financial discipline.

Our strategic intent for BOPP and Cast films is towards specialization in certain types of films (including thin, capacitor, hygiene and metalized films). As a result the Company was able to operate its plants at high utilization levels particularly for BOPP Films. BOPP Films have seen consistent growth in keeping with the rapid growth in the flexible packaging materials industry. The present low per capita consumption level in

India, and the growth being seen inter-alia in the retail sector and the packaged foods industry, both point to sustainable opportunities for films. However, difficult market conditions prevailed due to creation of significant additional capacities.

Circumstances in which the company acquired the entire shareholding in the erstwhile joint venture, now called Biax Speciality Films Private Limited, were discussed in depth in our Report last year. Since the beginning of the year, (a) a one-time settlement earlier negotiated with erstwhile lenders was implemented, (b) capacity utilization was quickly built up and the plant is running at near full capacity and (c) the products marketed by us under our Biax brand have been well accepted. The rapid turnaround in utilization resulted in substantially higher sales during the year at Rs. 1,882.44 lacs against Rs.733.56 lacs during the previous 15 month period and in a gross profit from operations of Rs.48.70 lacs (against a loss of Rs.443.38 lacs during the previous period). The early stages of the turnaround contemplated have been realized.

Employees Stock Option Schemes have been implemented by the Company in accordance with relevant SEBI Guidelines. Details of options granted and outstanding along with other particulars as required under the SEBI Guidelines are annexed hereto.

STATUTORY AND OTHER MATTERS

Information as per the requirements of the Companies Act, 1956, our report on Corporate Governance and the Management Discussion & Analysis Report form a part of this Report and are annexed hereto. Annual Report and Accounts for the financial year ended on March 31,2010 of the subsidiaries (Xpro Global Limited and Biax Speciality Films Private Limited) are annexed hereto. Relations with employees were generally cordial and we record our appreciation of contributions made by committed employees during the year.

Smt. Madhushree Birla and Sri S Ragothaman, Directors, retire by rotation and, being eligible, offer themselves for reappointment

The observations of the Auditors are in the nature of general disclosures which read together with the accounting policies and the relevant notes to the accounts are self-explanatory.

The Government of India (Ministry of Corporate Affairs) has recently introduced voluntary guidelines for Corporate Social Responsibility, to enable businesses to focus and contribute towards interests of stakeholders and society. The Company, having regard to its size and scope, is generally compliant with these guidelines. Small steps have been always taken by our units for social and inclusive development in their locales; however, given the relatively small size of units and their geographical spread, it is not practically viable to undertake any significant projects outside these. The Company has now decided as a policy to support external bodies like relevant NGOs or Government Relief Funds, including through financial contribution and has, in the first instance, made a budgetary provision of Rs.20 lacs for such support.

As per our governance practices the managements statement on the integrity and fair presentation of financial statements is provided to the Board as an integral part of the accounts approval process. However, pursuant to Section 217(2AA) of the Companies Act the Directors indicate that they have taken reasonable and bonafide care (a) that in the preparation of the annual accounts the applicable accounting standards had been followed and proper explanations relating to material departures, if any, have been furnished; (b) that such accounting policies were selected and applied consistently and judgments and estimates that are reasonable and prudent made 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 the year; (c) that proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with provisions of the Companies Act for safeguarding the Companys assets and for preventing and detecting fraud and other irregularities; and (d) that these accounts have been prepared on a Going Concern basis.

AUDITORS

The Auditors M/s Deloitte, Haskins & Sells, Chartered Accountants, retire and being eligible offer themselves for reappointment.

ACKNOWLEDGEMENTS

We place on record our sincere appreciation of the valuable cooperation and support received at all times by the Company from all its Bankers, particularly the lead bank, State Bank of India, all concerned Government/other authorities and Shareholders.

For and on behalf of the Board

New Delhi Sidharth Birla

April 24,2010 Chairman

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