TPL Plastech Limited

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HEMANT
KUMAR
SONI
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Digitally signed by HEMANT KUMAR SONI Date: 2024.08.31 18:42:57 +05'30'

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NOTICE

NOTICE is hereby given that the ThirtyFirst Annual General Mee�ng of the Members of TPL PLASTECH LIMITED will be held on Tuesday, 24th September, 2024 at 12:00 Noon, through Video Conferencing (VC)/Other Audio Visual Means (OAVM) to transact the following businesses:

ORDINARY BUSINESS:

1. Adop�on of Audited Financial Statements

To receive, consider and adopt the Audited (Standalone and Consolidated) Financial Statements of the Company for the financial year ended 31st March 2024, including the Audited Balance Sheet as at 31st March, 2024, the Statement of Profit & loss and Cash Flow Statement for the year ended as on that date and the Report of the Board of Directors and Auditors thereon.

2. Declara�on of Dividend

To declare a dividend on the Equity Shares of the Company for the financial year ended 31 March, 2024 and in this regard, pass the following resolu�on as an Ordinary Resolu�on:

“RESOLVED THAT a dividend at the rate of 0.80/ per equity share on the face value of 2/ each be and is hereby declared for the financial year ended 31st March, 2024 and the same be paid as recommended by the Board of Directors of the Company, out of the profits of the Company for the financial year ended 31st March, 2024.”

3. Appointment of Director re�ring by rota�on

To appoint a Director in place of Mr. Mangesh Sarfare (DIN: 07793543), who re�res by rota�on and being eligible, offers himself for reappointment and in this regard, to consider and if thought fit, to pass the following resolu�on as an Ordinary Resolu�on:

“RESOLVED THAT in accordance with the provisions of Sec�on 152 read with the Companies (Appointment and Qualifica�on of Directors) Rules, 2014 and other applicable provisions of the Companies Act, 2013, Mr. Mangesh Sarfare (DIN: 07793543), who re�res by rota�on at this mee�ng and being eligible, offers himself for reappointment, be and is hereby reappointed as a Director of the Company.”

SPECIAL BUSINESS:

4. Appointment of Mr. Mahinder Kumar Wadhwa (DIN: 00064148) as a NonExecu�ve NonIndependent Director of the Company

To consider and if thought fit, to pass the following Resolu�on as a Special Resolu�on:

“RESOLVED THAT pursuant to the provisions of Sec�on 149, 152, and other applicable provisions, if any, of the Companies Act, 2013 (hereina�er referred to as “the Act”), read with Companies (Appointment and Qualifica�ons of Directors) Rules, 2014 and Regula�on 17, 17(1A) and 17(1C) of the SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 read with all circulars and no�fica�ons issued thereunder (hereina�er referred to as “Lis�ng Regula�ons”),(including any statutory modifica�on(s) or reenactment thereof for the �me being in force), the Ar�cles of Associa�on of the Company, based on the recommenda�on of the Nomina�on and Remunera�on Commi�ee and the Board of Directors of the Company, Mr. M. K. Wadhwa (DIN: 00064148) aged about 71 years, in respect of whom the Company has received no�ce in wri�ng under Sec�on 160 (1) of the Act from a member proposing his candidature for the office of Director, be and is hereby appointed as NonExecu�ve Non Independent Director of the Company, liable to re�re by rota�on, with effect from September 29, 2024.

RESOLVED FURTHER THAT Board of Directors of the Company, be and are hereby authorized to take all such steps as may be necessary and to do all such acts, deeds, ma�ers and things and to execute all such documents as may be required to give effect to this Resolu�on.”

5. Appointment of Mr. Sanjaya Kulkarni (DIN: 00102575) as a NonExecu�ve NonIndependent Director of the Company

To consider and if thought fit, to pass the following Resolu�on as a Special Resolu�on:

“RESOLVED THAT pursuant to the provisions of Sec�on 149, 152, and other applicable provisions, if any, of the Companies Act, 2013 (hereina�er referred to as “the Act”), read with Companies (Appointment and Qualifica�ons of Directors) Rules, 2014 and Regula�on 17, 17(1A) and 17(1C) of the SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 read with all circulars and no�fica�ons issued thereunder (hereina�er referred to as “Lis�ng Regula�ons”),(including any statutory modifica�on(s) or reenactment thereof for the �me being in force), the Ar�cles of Associa�on of the Company, based on the recommenda�on of the Nomina�on and Remunera�on Commi�ee and the Board of Directors of the Company, Mr. Sanjaya Kulkarni (DIN: 00102575) who has a�ained the age of 75 years, in respect of whom the Company has received no�ce in wri�ng under Sec�on

TPL PLASTECH LIMITED

160 (1) of the Act from a member proposing his candidature for the office of Director, be and is hereby appointed as NonExecu�ve NonIndependent Director of the Company, liable to re�re by rota�on, with effect from September 29, 2024.

RESOLVED FURTHER THAT Board of Directors of the Company be and are hereby authorized to take all such steps as may be necessary and to do all such acts, deeds, ma�ers and things and to execute all such documents as may be required to give effect to this Resolu�on.”

6. Introduc�on and Implementa�on of “TPL Plastech Limited Employee Stock Op�on Plan 2024” – (“TPL PLASTECH ESOP 2024”)

To consider and if thought fit, to pass the following Resolu�on as a Special Resolu�on:

“RESOLVED THAT pursuant to the provisions of Sec�on 62 (1) (b) of the Companies Act, 2013 ( “the Act” ) and the Companies (Share Capital and Debentures) Rules, 2014 (the “Companies SCD Rules” ) and other applicable provisions, if any, of the Act, including any statutory modifica�on(s) or reenactment of the Act for the �me being in force and in accordance with the provisions of the Memorandum of Associa�on and Ar�cles of Associa�on of the Company and the provisions of the Securi�es and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regula�ons, 2021 including any modifica�ons thereof or supplements thereto (the “SEBI (SBEB and SE) Regula�ons”), SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (“the SEBI LODR Regula�ons”) , the Lis�ng Agreement entered into with the Stock Exchange where the securi�es of the Company are listed and any other applicable laws for the �me being in force and subject to such other consents, permissions, sanc�ons and approvals which may be agreed by the board of directors of the Company (hereina�er referred to as “the Board” which term shall be deemed to include the Compensa�on/Nomina�on and Remunera�on Commi�ee), consent of the shareholders be and is hereby accorded to introduce and implement the “TPL PLASTECH LIMITED EMPLOYEE STOCK OPTION PLAN 2024” (“TPL PLASTECH ESOP 2024”), the salient features of which are detailed in the explanatory statement to this no�ce and to create, grant, offer, issue and allot at any �me in one or more tranches to or for the benefit of eligible Employees and Directors and such other persons as may from �me to �me be allowed to be eligible for the benefit under the provisions of applicable laws and Regula�ons prevailing from �me to �me (hereina�er collec�vely referred to as “Employee(s)” ) selected on the basis of criteria decided by Board under the TPL PLASTECH ESOP 2024, such number of stock op�ons conver�ble into Equity Shares of the Company (“Op�ons”) , in one or more tranches, not exceeding 40,00,000 (Forty Lakhs) equity shares of face value of ` 2/ each (Rupees Two), at such price and on such terms and condi�ons as may be fixed or determined by the Board in accordance with the provision of the TPL PLASTECH ESOP 2024 and all provisions of applicable laws.

RESOLVED FURTHER THAT the TPL PLASTECH ESOP 2024 may also envisage provisions for providing financial assistance to the eligible Employees to enable them to acquire, purchase or subscribe to the said securi�es of the Company in accordance with the provisions of the Act/ SEBI (SBEB and SE) Regula�ons.

RESOLVED FURTHER THAT the Board be and is hereby authorized to issue and allot equity shares directly to the eligible Employees upon exercise of Op�ons from �me to �me in accordance with the TPL PLASTECH ESOP 2024 and such equity shares shall rank paripassu in all respects with the then exis�ng equity shares of the Company.

RESOLVED FURTHER THAT in case of any corporate ac�on(s) such as rights issues, bonus issues, merger, buyback, scheme of arrangement and sale of division or other reorganisa�on of capital structure of the Company, as applicable from �me to �me, if any addi�onal equity shares are issued by the Company for the purpose of making a fair and reasonable adjustment to the Op�ons granted earlier, the above ceiling shall be deemed to be increased to the extent of such addi�onal equity shares issued.

RESOLVED FURTHER THAT in case the equity shares of the Company are either subdivided or consolidated, then the number of equity shares to be issued and allo�ed on exercise of Op�ons granted under the TPL PLASTECH ESOP 2024 and the exercise price of Op�ons granted under the TPL PLASTECH ESOP 2024 shall automa�cally stand augmented or reduced, as the case may be, in the same propor�on as the present face value of ` 2/ (Rupees Two) per equity share bears to their revised face value of the equity shares of the Company a�er such subdivision or consolida�on, without affec�ng any other rights or obliga�ons of the Employees who have been granted Op�ons under the TPL PLASTECH ESOP 2024.

RESOLVED FURTHER THAT the Company shall conform to the accoun�ng policies prescribed from �me to �me under the Act, SEBI (SBEB and SE) Regula�ons and any other applicable laws and regula�ons to the extent relevant and applicable to the Scheme.

RESOLVED FURTHER THAT without prejudice to the generality of the above the Board, which includes the Compensa�on/ Nomina�on and Remunera�on Commi�ee is authorised to formulate, evolve, decide upon and implement the TPL PLASTECH ESOP 2024, determine the detailed terms and condi�ons of the aforemen�oned TPL PLASTECH ESOP 2024 including but not limited to the quantum of the Op�ons to be granted per Employee, the number of Op�ons to be granted in each tranche, the terms or combina�on of terms subject to which the said Op�ons are to be granted, the exercise period, the ves�ng period, the ves�ng condi�ons, instances where such Op�ons shall lapse and to grant such number of Op�ons, to such Employees of the Company, at

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price, at such �me and on such terms and condi�ons as set out in the TPL PLASTECH ESOP 2024 and as the Board or the Compensa�on/Nomina�on and Remunera�on Commi�ee may in its absolute discre�on think fit.

RESOLVED FURTHER THAT the Nomina�on and Remunera�on Commi�ee be designated as the Compensa�on Commi�ee in accordance with Regula�on 5 of the SEBI (SBEB and SE) Regula�ons as and when applicable to the Company for the purposes of administra�on of TPL PLASTECH ESOP 2024.

RESOLVED FURTHER THAT the Board is hereby authorised to make any modifica�ons, changes, varia�ons, altera�ons or revisions in the TPL PLASTECH ESOP 2024 as it may deem fit, from �me to �me or to suspend, withdraw or revive the TPL PLASTECH ESOP 2024 from �me to �me, in conformity with applicable laws, provided such varia�ons, modifica�ons, altera�ons or revisions are not detrimental to the interests of the Employees.

RESOLVED FURTHER THAT the Board shall take necessary steps for lis�ng of the Equity Shares allo�ed under the TPL PLASTECH ESOP 2024 on the Stock Exchanges, in accordance with the provisions of the SEBI (SBEB and SE) Regula�ons, the SEBI LODR Regula�ons and other applicable laws and regula�ons and the amendments thereof.

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolu�on, the Board be and is hereby authorized to do all such acts, deeds, ma�ers and things as it may, in its absolute discre�on, deem necessary, expedient or proper and to se�le all ques�ons, difficul�es or doubts that may arise in rela�on to formula�on and implementa�on of the TPL PLASTECH ESOP 2024 at any stage including at the �me of lis�ng of the equity shares issued herein without requiring the Board to secure any further consent or approval of the members of the Company to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this Resolu�on.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any powers conferred herein to Compensa�on /Nomina�on and Remunera�on Commi�ee or such other Commi�ees as cons�tuted from �me to �me, with power to subdelegate to any execu�ves/officers of the Company to do all such acts, deeds, ma�ers and things as also to execute such documents, wri�ngs etc., as may be necessary in this regard.”

7. To extend approval of “TPL Plastech Limited Employee Stock Op�on Plan 2024” – (“TPL PLASTECH ESOP 2024”) to the employees of Holding Company, its Subsidiary Company(ies) and/or Associate Company(ies), Group Company(ies) [present and future]

To consider and if thought fit, to pass the following Resolu�on as a Special Resolu�on:

“RESOLVED THAT pursuant to the provisions of Sec�on 62 (1) (b) of the Companies Act, 2013 (“the Act”) and the Companies (Share Capital and Debentures) Rules, 2014 (the “Companies SCD Rules”) and other applicable provisions, if any, of the Act, including any statutory modifica�on(s) or reenactment of the Act for the �me being in force and in accordance with the provisions of the Memorandum of Associa�on and Ar�cles of Associa�on of the Company and the provisions of the Securi�es and Exchange Board of India (Share Based Employee Benefits and Sweat Equity ) Regula�ons, 2021 including any modifica�ons thereof or supplements thereto (the “SEBI (SBEB and SE) Regula�ons”), SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (“the SEBI LODR Regula�ons”) , the Lis�ng Agreement entered into with the Stock Exchange where the securi�es of the Company are listed and any other applicable laws for the �me being in force and subject to such other consents, permissions, sanc�ons and approvals which may be agreed by the board of directors of the Company (hereina�er referred to as “the Board” which term shall be deemed to include the Compensa�on/Nomina�on and Remunera�on Commi�ee), the consent of the members be and is hereby accorded to extend the benefits of “TPL PLASTECH LIMITED EMPLOYEE STOCK OPTION PLAN 2024” (“TPL PLASTECH ESOP 2024”) proposed in the resolu�on number [6] above to the eligible Employees and Directors of the Company and/or its holding company, subsidiary company(ies), group company(ies), associate company(ies) (present or future) and to such other persons as may from �me to �me be allowed, under prevailing laws, rules and regula�ons, and/or amendments thereto from �me to �me, on such terms and condi�ons as may be decided by the Board and selected on the basis of criteria prescribed by the Board, at such price or prices in one or more tranches and on such terms and condi�ons, as may be fixed or determined by the Board in accordance with the TPL PLASTECH ESOP 2024.

RESOLVED FURTHER THAT for the purpose of crea�ng, offering, issuing, allo�ng and lis�ng of the equity shares, the Board be authorized on behalf of the Company to make any modifica�ons, changes, varia�ons, altera�ons or revisions in the TPL PLASTECH ESOP 2024 from �me to �me or to suspend, withdraw or revive TPL PLASTECH ESOP 2024 from �me to �me, provided such varia�ons, modifica�ons, altera�ons or revisions are not detrimental to the interests of the Employees.

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolu�on, the Board be authorized to determine terms and condi�ons of issue of the equity shares and do all such acts, deeds, ma�ers and things as it may, in its absolute discre�on, deem necessary for such purpose and with power on behalf of the Company to se�le any ques�ons, difficul�es or doubts that may arise in

this regard without requiring the Board to secure any further consent or approval of the Shareholders of the Company.”

By Order of the Board For TPL Plastech Limited Hemant Soni VPLegal, Company Secretary & Compliance Officer

Registered Office:

102, 1st Floor, Centre Point, Somnath Daman Road, Somnath, Dabhel, Nani Daman, Dadra and Nagar Haveli and Daman and Diu, (U.T.) – 396210

CIN: L25209DD1992PLC004656

Place: Mumbai

Date: August 09, 2024

Notes

Ministry of Corporate Affairs (“MCA”) vide its General Circulars Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 05, 2020, and subsequent circulars issued in this regard, the latest being 9/2023 dated September 25, 2023, (collec�vely referred to as MCA Circulars) has permi�ed the Companies whose Annual General Mee�ng (“AGM”) are due in the year 2024, to hold their AGMs through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) �ll 30th September, 2024, without the physical presence of the Members at a common venue. Further, the Securi�es and Exchange Board of India (SEBI) vide its circulars dated May 12, 2020, January 15, 2021, May 13, 2022, January 05, 2023 and October 07, 2023 (SEBI Circulars) has provided certain relaxa�ons from compliance with certain provisions of the SEBI (Lis�ng Obliga�ons and Disclosure Requirements Regula�ons, 2015 (SEBI Lis�ng Regula�ons).
In compliance with the applicable provisions of the Companies Act, 2013 (the Act), the SEBI Lis�ng Regula�ons and the MCA Circulars, the 31st AGM of the Company is being held through VC/OAVM. The deemed venue of the AGM shall be the Registered Office of the Company.
Pursuant to the provisions of the Act, a Member en�tled to a�end and vote at the AGM is en�tled to appoint a Proxy to a�end and vote on his/her behalf and the Proxy need not be a Member of the Company. Since the AGM shall be conducted through VC/OAVM physical a�endance of Members has been dispensed with. Accordingly the facility for appointment of Proxies by the Members will not available for this AGM and hence the Proxy Form, A�endance Slip and Route Map for the AGM are not annexed to this No�ce.
Members a�ending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Sec�on 103 of the Act.
Members under the category of Ins�tu�onal Investors are encouraged to a�end and vote at the AGM through VC/OAVM. Corporate members intending to authorize their representa�ves to par�cipate and vote at the Mee�ng are requested to mail to [email protected] , a scanned copy (PDF/JPEG format) of the Board Resolu�on authorizing their representa�ves to a�end and vote at the AGM, pursuant to Sec�on 113 of the Act.

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The Register of Members of the Company will remain closed from September 18, 2024 to September 24, 2024 (both days inclusive) for the purpose of payment of dividend.
The dividend on equity shares for the year ended 31st March, 2024, as recommended by the Board of Directors and if declared at the AGM, will be paid by the Company, through permi�ed modes, on or a�er Wednesday, 25th September, 2024 to those shareholders or their mandates:
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(a) whose names appear as Beneficial Owners as at the end of the business hours on Tuesday, 17 September, 2024 in the list of Beneficial Owners to be furnished by Na�onal Securi�es Depository Limited and Central Depository Services (India) Limited in respect of the shares held in dematerialised form; and
(b) whose names appear as Members in the Register of Members of the Company as at the end of the business hours on Tuesday, 17th September, 2024 in respect of the shares held in physical form, a�er giving effect to valid request(s) received for transmission/transposi�on of shares and lodged with the Company or Registrar and Transfer Agent on or before Tuesday, 17th September, 2024. Please refer Note No. 12 for addi�onal details.
As per Regula�on 40 of LODR Regula�ons, as amended, securi�es of listed companies can be transferred only in dematerialized form with effect from April 1, 2019.
Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the Listed Companies to issue securi�es in demat form only while processing service requests viz. Issue of duplicate securi�es cer�ficate; claim from Unclaimed Suspense Account; Renewal/Exchange of securi�es cer�ficate; Endorsement; Sub division/Spli�ng of securi�es cer�ficate; Consolida�on of securi�es cer�ficates/folios; Transmission and Transposi�on. Accordingly, Shareholders are requested to make service requests by submi�ng a duly filled and signed Form ISR–4, the format of which is available on the Company’s website under the weblink at h�p://www.tplplastech.in / It may be noted that any service request can be processed only a�er the folio is KYC compliant. SEBI vide its no�fica�on dated January 24, 2022 has mandated that all requests for transfer of securi�es including transmission and transposi�on requests shall be processed only in dematerialized form. In view of this and to eliminate all risks associated with physical shares and for ease of por�olio management, members holding shares in physical form are requested to consider conver�ng their holdings to dematerialized form. Members can contact the Company’s Registrar and Transfer Agents – Link In�me India Private Limited for assistance in this regard.
To support the “Green Ini�a�ve”, Members who have not registered their email addresses are requested to register the same with the Company’s Registrar and Share Transfer Agent/their Depository Par�cipants, in respect of shares held in physical/electronic mode, respec�vely.
Members are requested to in�mate changes, if any, pertaining to their name, postal address, email address, telephone/mobile numbers, Permanent Account Number (PAN), mandates, nomina�ons, power of a�orney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their Depository Par�cipant in case the shares are held in electronic form or to Link In�me India Private Limited, in case the shares are held in physical form.
Pursuant to SEBI Circular no. SEBI/HO/MIRSD/MIRSDPoD1/P/CIR/2023/37 dated March 16, 2023, issued in supersession of earlier circulars issued by SEBI bearing nos. SEBI/HO/MIRSD/MIRSDRTAMB/P/CIR/2021/655 & SEBI/HO/MIRSD/MIRSDRTAMB/ P/CIR/2021/687 dated November 3, 2021 and December 14, 2021, respec�vely, SEBI has mandated all listed companies to record PAN, Nomina�on, Contact details, Bank A/c details and Specimen signature for their corresponding folio numbers of holders of physical securi�es. Further, with effect from April 01, 2024, Shareholders holding physical securi�es shall be eligible for dividend payment only in electronic mode. Such payment shall be made only if the folio is KYC complaint i.e. the details of PAN, choice of nomina�on, contact details, mobile no. complete bank details and specimen signatures are registered. In case of nonupda�on of PAN or Choice of Nomina�on or Contact Details or Mobile Number or Bank Account Details or Specimen Signature in respect of physical folios, dividend / interest etc. shall be paid upon furnishing all the aforesaid details in en�rety.
To receive the dividend on �me, Members holding shares in physical form should be KYC complaint and receive the dividends directly in their bank accounts through Electronic Clearing Service or any other means. Members are requested to send the following documents to our RTA – Link in�me India Private Limited, so as to reach the RTA before the record date i.e. September 17, 2024.
a) Form No. ISR1 duly filled and signed by the holders sta�ng their name, folio number, complete address with pincode, and the following details rela�ng to the bank account in which the dividend is to be received:
- i. Name of Bank and Bank Branch; ii. Bank Account Number & Type allo�ed by your bank a�er implementa�on of Core Banking Solu�ons; iii. 11 digit IFSC Code; and

TPL PLASTECH LIMITED

13.
14.
15.
16.

iv.
9digit MICR Code.
b)
Original copy of cheque bearing the name of the Member or frst holder, in case shares are held jointly;
c)
Selfa�ested copy of the PAN Card of all holders; and
d)
Selfa�ested copy of any document (such as AADHAR Card, Driving License, Elec�on Iden�ty Card, Passport) in support of the
address of the Member as registered with the Company.
e)
Form ISR2 duly flled signed. The signature of holders should be a�ested by the Bank Manager
f)
Form SH 13 – Nomina�on form or ISR3 – to opt out from Nomina�on
The above Investor Service Request Forms (ISR) are available at RTA’s website ath�ps://www.linkin�me.co.in  Resources
DownloadsKYC Formats for KYC.
The Company has sent individual le�ers to all the Members holding shares of the Company in physical form for furnishing their PAN,
KYC details and Nomina�on in Form ISR1. The Form ISR1 is also available on the website of the Company at
h�p://www.tplplastech.in.
Members are requested to note that dividends not encashed or remaining unclaimed for a period of 7 (seven) years from the date of
transfer to the Company’s Unpaid Dividend Account, shall be transferred to the Investor Educa�on and Protec�on Fund (“IEPF”)
established by the Central Government. Further, pursuant to the provisions of Sec�on 124 of the Act read with the Investor Educa�on
and Protec�on Fund Authority (Accoun�ng, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) as amended to date, all shares on
which dividend has not been paid or claimed for seven consecu�ve years or more shall be transferred to IEPF Authority as no�fed by
the Ministry of Corporate Afairs.
The Members/Claimants whose shares, unclaimed dividend amount have been transferred to IEPF may claim the shares or apply for
refund by making an applica�on to IEPF Authority in Form IEPF 5 (available on www.iepf.gov.in). The Member/Claimant can fle only
one consolidated claim in a Financial Year as per the IEPF Rules.
It is in the Members’ interest to claim any unencashed dividends and for future, opt for Electronic Clearing Service, so that dividends
paid by the Company are credited to the Members’ account on �me.
st
Members who have not yet encashed the dividend warrants, from the Financial Year ended 31 March, 2017 onwards are requested
to forward their claims to the Company’s Registrar and Share Transfer Agents. Members are requested to contact the Company’s
Registrar and Share Transfer Agent to claim the unclaimed/ unpaid dividends at the following address:
Link In�me India Private Limited
Unit: TPL Plastech Limited
C 101, 247 Park, L.B.S Marg,
Vikhroli (West), Mumbai – 400083
As per the provisions of Sec�on 72 of the Act and Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014, as
amended, Members holding shares in physical form may fle nomina�on in the prescribed Form SH13 with the Company’s Registrar
and Share Transfer Agent. In respect of shares held in dematerialized form, the nomina�on form may be fled with the respec�ve
Depository Par�cipant. If a Member desires to optout or cancel the earlier nomina�on and record a fresh nomina�on, the Member
may submit the same in Form ISR3 or Form SH14, as the case may be.
Register of Directors and Key Managerial Personnel and their shareholdings and Register of Contracts or Arrangements in which
Directors are interested, maintained under Sec�ons 170 and 189 of the Act will be available electronically for inspec�on by the
Members.
All documents referred to in the No�ce will also be available for electronic inspec�on by the Members without payment of any fee
from the date of circula�on of this No�ce up to the date of AGM, i.e. September 24, 2024.
Members seeking to inspect such documents are requested to send an email to [email protected].Inspec�on shall be provided
at a mutually convenient �me.
Members are requested to register their email address with the Company/Registrar & Transfer Agents so as to receive Annual Report
and other communica�on electronically.

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In compliance with the aforesaid MCA Circulars and SEBI Circulars, No�ce of the AGM along with Annual Report 2023–24 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depository Par�cipants. Members may note that the No�ce and Annual Report 2023–24 will also be available on the Company’s website www.tplplastech.in , websites of the Stock Exchanges i.e. BSE Limited and Na�onal Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respec�vely.

The Company will also be publishing an adver�sement in newspaper containing the details about the AGM i.e. the conduct of AGM through VC/OAVM, date and �me of AGM, availability of no�ce of AGM at the Company’s website, manner of registering the email IDs of those shareholders who have not registered their email addresses with the Company/RTA, manner of providing mandate for dividends, and other ma�ers as may be required.

Pursuant to Finance Act 2020, dividend income will be taxable in the hands of shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates, if the amount of dividend exceeds ` 5,000. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof. The shareholders are requested to update their PAN with the Company/Link In�me (in case of shares held in physical mode) and depositories (in case of shares held in demat mode).

A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declara�on in Form No. 15G/15H or Lower Withholding Cer�ficate (if obtained from the Tax department), to avail the benefit of nondeduc�on/lower deduc�on of tax at source by wri�ng an email to tpldivtax@linkin�me.co.in on or before 11:59 p.m. IST on September 16, 2024. The shareholders are requested to note that in case their PAN is not registered/updated, the tax will be deducted at a higher rate of 20% (plus Surcharge and Cess as applicable).

Nonresident shareholders can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents i.e. No Permanent Establishment (PE) and Beneficial Ownership Declara�on, Tax Residency Cer�ficate (TRC), Form 10F, any other document which may be required to avail the tax treaty benefits by sending an email to tpldivtax@linkin�me.co.in . The aforesaid declara�ons and documents need to be submi�ed by the shareholders by 11:59 p.m. IST on September 16, 2024. The formats of No PE Declara�on (including beneficial ownership) and Form 10F are available on Link In�me’s website at h�ps://www.linkin�me.co.in/clientdownloads.html . TRC needs to be obtained by the shareholder from the Tax Department of their country of residence. Nonresident shareholders shall also furnish the lower/nil withholding cer�ficate, if obtained from the Tax Department.

Any person who is not a Member on the cutoff date should treat this no�ce for informa�on purposes only.
Members desirous of obtaining any informa�on concerning accounts and opera�ons of the Company are requested to address their communica�ons to [email protected] at least seven days before the date of the Mee�ng. The same will be suitably replied to by the Company.
Remote eVo�ng Instruc�ons for shareholders post change in the Login mechanism for Individual shareholders holding securi�es in demat mode, pursuant to SEBI circular dated December 9, 2020:
a. In terms of SEBI circular dated December 9, 2020 on eVo�ng facility provided by Listed Companies, Individual shareholders holding securi�es in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Par�cipants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access eVo�ng facility.
b. Login method for Individual shareholders holding securi�es in demat mode/ physical mode is given below:

Login method for Individual shareholders holding securi�es in demat mode is given below:

Individual Shareholders holding securi�es in demat mode with NSDL:

METHOD 1 If registered with NSDL IDeAS facility

Users who have registered for NSDL IDeAS facility:

a) Visit URL: h�ps://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”.
b) Enter user id and password. Post successful authen�ca�on, click on “Access to evo�ng”.
c) Click on “LINKINTIME” or “evo�ng link displayed alongside Company’s Name” and you will be redirected to Link In�me InstaVote website for cas�ng the vote during the remote evo�ng period.

TPL PLASTECH LIMITED

OR

User not registered for IDeAS facility:

a) To register, visit URL: h�ps://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on h�ps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
b) Proceed with upda�ng the required fields.
c) Post registra�on, user will be provided with Login ID and password.
d) A�er successful login, click on “Access to evo�ng”.
e) Click on “LINKINTIME” or “evo�ng link displayed alongside Company’s Name” and you will be redirected to Link In�me InstaVote website for cas�ng the vote during the remote evo�ng period.

METHOD 2 By directly visi�ng the evo�ng website of NSDL:

a) Visit URL: h�ps://www.evo�ng.nsdl.com/
b) Click on the “Login” tab available under ‘Shareholder/Member’ sec�on.
c) Enter User ID (i.e., your sixteendigit demat account number held with NSDL), Password/OTP and a Verifica�on Code as shown on the screen.
d) Post successful authen�ca�on, you will be redirected to NSDL depository website wherein you can see “Access to evo�ng”.
e) Click on “LINKINTIME” or “evo�ng link displayed alongside Company’s Name” and you will be redirected to Link In�me InstaVote website for cas�ng the vote during the remote evo�ng period.

Individual Shareholders holding securi�es in demat mode with CDSL:

METHOD 1 – From Easi/Easiest

Users who have registered/ opted for Easi/Easiest

a) Visit URL: h�ps://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com.
b) Click on New System Myeasi
c) Login with user id and password
d) A�er successful login, user will be able to see evo�ng menu. The menu will have links of evo�ng service providers i.e., LINKINTIME, for vo�ng during the remote evo�ng period.
e) Click on “LINKINTIME” or “evo�ng link displayed alongside Company’s Name” and you will be redirected to Link In�me InstaVote website for cas�ng the vote during the remote evo�ng period
OR

Users not registered for Easi/Easiest

a) To register, visit U R L : h�ps://web.cdslindia.com/myeasitoken/Registra�on/EasiRegistra�on/ h�ps://web.cdslindia.com/myeasitoken/Registra�on/EasiestRegistra�on

b) Proceed with upda�ng the required fields.
c) Post registra�on, user will be provided Login ID and password.
d) A�er successful login, user able to see evo�ng menu.
e) Click on “LINKINTIME” or “evo�ng link displayed alongside Company’s Name” and you will be redirected to Link In�me InstaVote website for cas�ng the vote during the remote evo�ng period.

METHOD 2 By directly visi�ng the evo�ng website of CDSL.

a) Visit URL: h�ps://www.cdslindia.com/

b) Go to evo�ng tab.
c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.

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d) System will authen�cate the user by sending OTP on registered Mobile and Email as recorded in Demat Account. e) A�er successful authen�ca�on, click on “LINKINTIME” or “evo�ng link displayed alongside Company’s Name” and you will be redirected to Link In�me InstaVote website for cas�ng the vote during the remote evo�ng period.
Individual Shareholders holding securi�es in demat mode with Depository Par�cipant: Individual shareholders can also login using the login creden�als of your demat account through your depository par�cipant registered with NSDL/CDSL for evo�ng facility. a) Login to DP website. b) A�er Successful login, members shall navigate through “evo�ng” tab under Stocks op�on. c) Click on evo�ng op�on, members will be redirected to NSDL/CDSL Depository site a�er successful authen�ca�on, wherein you can see evo�ng menu.
d) A�er successful authen�ca�on, click on “LINKINTIME” or “evo�ng link displayed alongside Company’s Name” and you will be redirected to Link In�me InstaVote website for cas�ng the vote during the remote evo�ng period.
Login method for Individual shareholders holding securi�es in physical form/ NonIndividual Shareholders holding securi�es in demat mode is given below: Individual Shareholders of the company, holding shares in physical form / NonIndividual Shareholders holding securi�es in demat mode as on the cutoff date for evo�ng may register for eVo�ng facility of Link In�me as under : 1. Visit URL: h�ps://instavote.linkin�me.co.in
Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details:
A. User ID: Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.
B. PAN: Enter your 10digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Par�cipant (DP)/ Company shall use the sequence number provided to you, if applicable.
C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorpora�on (DOI) (As recorded with your DP / Company in DD/MM/YYYY format).
D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company. Shareholders holding shares in physical form* but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above
- Shareholders holding shares in NSDL form,* shall provide ‘D’ above
- Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital le�er).
- Click “confirm” (Your password is now generated).
Click on ‘Login’ under ‘SHARE HOLDER’ tab.
Enter your User ID, Password and Image Verifica�on (CAPTCHA) Code and click on ‘Submit’.

Cast your vote electronically:

A�er successful login, you will be able to see the no�fica�on for evo�ng. Select ‘View’ icon.
Evo�ng page will appear.
Refer the Resolu�on descrip�on and cast your vote by selec�ng your desired op�on ‘Favour / Against’ (If you wish to view the en�re Resolu�on details, click on the ‘View Resolu�on’ file link).
A�er selec�ng the desired op�on i.e. Favour / Against, click on ‘Submit’ . A confirma�on box will be displayed. If you wish to

TPL PLASTECH LIMITED

confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

Guidelines for Ins�tu�onal shareholders (“Corporate Body/ Custodian/Mutual Fund”):

STEP 1 – Registra�on
a) Visit URL: h�ps://instavote.linkin�me.co.in
b) Click on Sign up under “Corporate Body/ Custodian/Mutual Fund”
c) Fill up your en�ty details and submit the form. d) A declara�on form and organiza�on ID is generated and sent to the Primary contact person email ID (which is filled at the �me of sign up). The said form is to be signed by the Authorized Signatory, Director, Company Secretary of the en�ty & stamped and sent to insta.vote@linkin�me.co.in.
e) Therea�er, Login creden�als (User ID; Organisa�on ID; Password) will be sent to Primary contact person’s email ID. f) While first login, en�ty will be directed to change the password and login process is completed. STEP 2 –Investor Mapping a) Visit URL: h�ps://instavote.linkin�me.co.in and login with creden�als as received in Step 1 above. b) Click on “Investor Mapping” tab under the Menu Sec�on c) Map the Investor with the following details: a. ‘Investor ID’ i. Members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678
c) Map the Investor with the following details:
- ii. Members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.
b. ‘Investor’s Name Enter full name of the en�ty.
c. ‘Investor PAN’ Enter your 10digit PAN issued by Income Tax Department. d. ‘Power of A�orney’ A�ach Board resolu�on or Power of A�orney. File Name for the Board resolu�on/Power of A�orney shall be – DP ID and Client ID. Further, Custodians and Mutual Funds shall also upload specimen signature card.
d) Click on Submit bu�on and investor will be mapped now.
e) The same can be viewed under the “Report Sec�on”.
STEP 3 – Vo�ng through remote evo�ng.

The corporate shareholder can vote by two methods, once remote evo�ng is ac�vated:

METHOD 1 VOTES ENTRY

a) Visit URL: h�ps://instavote.linkin�me.co.in and login with creden�als as received in Step 1 above.
b) Click on ‘Votes Entry’ tab under the Menu sec�on.
c) Enter Event No. for which you want to cast vote. Event No. will be available on the home page of Instavote before the start of remote evo�ng.
d) Enter ‘16digit Demat Account No.’ for which you want to cast vote.
e) Refer the Resolu�on descrip�on and cast your vote by selec�ng your desired op�on ‘Favour / Against’ (If you wish to view the en�re Resolu�on details, click on the ‘ View Resolu�on ’ file link).
f) A�er selec�ng the desired op�on i.e., Favour / Against, click on ‘Submit’.
g) A confirma�on box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No ’ and accordingly modify your vote. (Once you cast your vote on the resolu�on, you will not be allowed to modify or change it subsequently).

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VOTES UPLOAD:

a) Visit URL: h�ps://instavote.linkin�me.co.in and login with creden�als as received in Step 1 above.
b) You will be able to see the no�fica�on for evo�ng in inbox.
c) Select ‘View’ icon for ‘Company’s Name / Event number ‘ . Evo�ng page will appear.
d) Download sample vote file from ‘Download Sample Vote File’ op�on.
e) Cast your vote by selec�ng your desired op�on ‘Favour / Against’ in excel and upload the same under ‘Upload Vote File’ op�on.
f) Click on ‘Submit’ . ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolu�on, you will not be allowed to modify or change it subsequently).

Helpdesk:

Helpdesk for Individual shareholders holding securi�es in physical form/ NonIndividual Shareholders holding securi�es in demat mode:

Shareholders facing any technical issue in login may contact Link In�me INSTAVOTE helpdesk by sending a request at eno�ces@linkin�me.co.in or contact on: Tel: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securi�es in demat mode:

Individual Shareholders holding securi�es in demat mode may contact the respec�ve helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

Login type	Helpdesk details	Helpdesk details
Individual Shareholders holding securi�es in demat mode with NSDL	Members request at	facing any technical issue in login can contact NSDL helpdesk by sending a evo�[email protected] or call at : 022 4886 7000 and 022 2499 7000
Individual Shareholders holding securi�es in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evo�[email protected]or contact at toll free no. 1800 22 55 33

Forgot Password:

Individual shareholders holding securi�es in physical form has forgo�en the password:

If an Individual shareholders holding securi�es in physical form has forgo�en the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” op�on available on the eVo�ng website of Link In�me: h�ps://instavote.linkin�me.co.in.

Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’.
Enter User ID , select Mode and Enter Image Verifica�on code (CAPTCHA). Click on “SUBMIT”.

In case shareholders are having valid email address, Password will be sent to his / her registered email address. Shareholders can set the password of his/her choice by providing the informa�on about the par�culars of the Security Ques�on and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as men�oned above. The password should contain a minimum of 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital le�er.

User ID for Shareholders holding shares in Physical Form (i.e. Share Cer�fcate): Your User ID is Event No + Folio Number registered with the Company.

User ID for Shareholders holding shares in NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID.

User ID for Shareholders holding shares in CDSL demat account is 16 Digit Beneficiary ID.

TPL PLASTECH LIMITED

Ins�tu�onal shareholders (“Corporate Body/Custodian/Mutual Fund”) has forgo�en the password:

If a NonIndividual Shareholders holding securi�es in demat mode has forgo�en the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” op�on available on the eVo�ng website of Link In�me: h�ps://instavote.linkin�me.co.in

Click on ‘Login’ under ‘Corporate Body/Custodian/Mutual Fund’ tab and further Click ‘forgot password?’.
Enter User ID, Organiza�on ID and Enter Image Verifica�on code (CAPTCHA). Click on “SUBMIT”.

Individual Shareholders holding securi�es in demat mode with NSDL/ CDSL has forgo�en the password:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password op�on available at abovemen�oned depository/ depository par�cipants website.

It is strongly recommended not to share your password with any other person and take utmost care to keep your password
For shareholders/ members holding shares in physical form, the details can be used only for vo�ng on the resolu�ons contained in this No�ce.
During the vo�ng period, shareholders/ members can login any number of �me �ll they have voted on the resolu�on(s) for a par�cular “Event”.

GENERAL INSTRUCTIONS

The vo�ng period begins on Friday, September 20, 2024 (09:00 a.m.) and ends on Monday, September 23, 2024 (05:00 p.m.). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cutoff date Tuesday, September 17, 2024 may cast their vote electronically. The eVo�ng module shall be disabled by Link In�me for vo�ng therea�er.
The facility for eVo�ng shall also be available at the AGM. Members who have already cast their vote by remote eVo�ng prior to the AGM may also a�end the AGM but shall not be en�tled to cast their vote at the AGM. Only those Members who a�end the AGM and have not cast their votes through remote eVo�ng and are otherwise not barred from doing so will be allowed to vote through the e Vo�ng facility available at the AGM.
Any person, who acquires shares of the Company and becomes its Member a�er the sending of No�ce of the AGM and holds shares as on the cutoff date for vo�ng i.e. Tuesday, September 17, 2024, may obtain the login ID and password by sending a request to eno�ces@linkin�me.co.in. However, if he/she is already registered with Link In�me for remote evo�ng then he/she can use his/her exis�ng User ID and password for cas�ng the vote.
Mr. Arun Dash, Prac�cing Company Secretary (FCS No. 9765 CP No. 9309) has been appointed as the Scru�nizer to scru�nize the remote eVo�ng and ensure that the vo�ng process at the AGM is conducted in a fair and transparent manner.
The Scru�nizer shall a�er the conclusion of vo�ng at the AGM, unblock the votes cast through remote eVo�ng in the presence of at least two witnesses not in the employment of the Company and shall make, within two working days of the conclusion of the AGM, a consolidated Scru�nizer’s Report of the total votes cast in favor/against, if any, to the Chairperson or a person authorized in wri�ng, who shall countersign the same and declare the result of the vo�ng forthwith.
The Results declared along with the Report of the Scru�nizer shall be placed on the website of the Company www.tplplastech.in and on the Link In�me website and shall also be forwarded to BSE Limited (BSE) and Na�onal Stock Exchange of India Ltd (NSE).

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PROCESS AND MANNER FOR ATTENDING THE THIRTY FIRST AGM THROUGH INSTAMEET

Open the internet browser and launch the URL: h�ps://instameet.linkin�me.co.in & Click on “Login”.

Select the “Company” and 'Event Date' and register with your following details:
A. Demat Account No. or Folio No.: Enter your 16digit Demat Account No. or Folio No
- Shareholders/Members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID
- Shareholders/Members holding shares in NSDL demat account shall provide 8 character DP ID followed by 8 Digit Client ID
- Shareholders/Members holding shares in physical form shall provide Folio Number registered with the Company
B. PAN: Enter your 10digit Permanent Account Number (PAN) (Members who have not updated their PAN with the Depository Par�cipant (DP)/ Company shall use the sequence number provided to you, if applicable.
C. Mobile No.: Enter your mobile number.
D. Email ID: Enter your email id, as recorded with your DP/Company.
Click 'Go to Mee�ng' (You are now registered for InstaMeet and your a�endance is marked for the mee�ng).

Members can log in and join 30 minutes prior to the schedule �me of the AGM and window for joining the Mee�ng shall be kept open �ll the expiry of 15 minutes a�er the scheduled �me. The Company shall provide VC/OAVM facility to Members to a�end the AGM. The said facility will be available for 1000 Members on first come first served basis. This will not include large Members (i.e. Members with 2% or more shareholding), promoters, ins�tu�onal investors, directors, key managerial personnel, chairpersons of the audit commi�ee, nomina�on & remunera�on commi�ee and stakeholders’ rela�onship commi�ee, auditors etc. who are allowed to a�end the AGM

A. Guidelines to a�end the AGM through InstaMeet
For a smooth experience of viewing the AGM through InstaMeet, shareholders/members who are registered as speakers for the event are requested to download and install the Webex applica�on in advance by following the instruc�ons as under:
Please download and install the Webex applica�on by clicking on the link h�ps://www.webex.com/downloads.html /

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TPL PLASTECH LIMITED

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Or

If you do not want to download and install the Webex applica�on, you may join the Mee�ng by following the process men�oned as under:
Enter your First Name, Last Name and Email ID and click on Join Now
If you have already installed the Webex applica�on on your device, join the Mee�ng by clicking on Join Now
If Webex applica�on is not installed, a new page will appear giving you an op�on to either Add Webex to chrome or Run a temporary applica�on. Click on 'Run a temporary applica�on' , an exe file will be downloaded. Click on this exe file to run the applica�on and join the mee�ng by clicking on 'Join Now'.

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TPL PLASTECH LIMITED

B. Instruc�ons for Shareholders/Members to Speak during the AGM through InstaMeet:
Shareholders who would like to speak during the mee�ng must register their request men�oning their name, demat account number/folio number, email id, mobile number at [email protected] latest by September 17, 2024.
Shareholders will get confirma�on on first cum first basis depending upon the provision made by the client.
Shareholders will receive “speaking serial number” once they mark a�endance for the mee�ng.
Other shareholder may ask ques�ons to the panelist, via ac�ve chatboard during the mee�ng.
Please remember speaking serial number and start your conversa�on with panelist by switching on video mode and audio of your device.

Shareholders are requested to speak only when moderator of the mee�ng/ management will announce the name and serial number for speaking.

C. Instruc�ons for Shareholders to Vote during the AGM through InstaMeet:
Once the electronic vo�ng is ac�vated by the Scru�nizer/Moderator during the mee�ng, shareholders who have not exercised their vote through the remote evo�ng can cast the vote as under:
On the shareholders VC page, click on the link for eVo�ng ‘Cast your vote’.
Enter Demat Account No./Folio No. and OTP (received on the registered mobile number/ registered Email ID) received during registra�on for InstaMeet and click on ‘Submit’.
A�er successful login, you will see ‘Resolu�on Descrip�on’ and against the same the op�on ‘Favour/Against’ for vo�ng.
Cast your vote by selec�ng appropriate op�on i.e. ‘Favour/Against’ as desired. Enter the number of shares (which represents no. of votes) as on the cutoff date under ‘Favour/Against’.
A�er selec�ng the appropriate op�on i.e. ‘Favour/Against’ as desired and you have decided to vote, click on ‘Save’. A confirma�on box will be displayed. If you wish to confirm your vote, click on ‘Confirm’, else to change your vote, click on ‘Back’ and accordingly modify your vote.
Once you confirm your vote on the Resolu�on, you will not be allowed to modify or change your vote subsequently.

Note: Shareholders, who will be present in the Annual General Mee�ng through InstaMeet facility and have not casted their vote on the Resolu�ons through remote eVo�ng and are otherwise not barred from doing so, shall be eligible to vote through eVo�ng facility during the mee�ng. Shareholders who have voted through Remote eVo�ng prior to the Annual General Mee�ng will be eligible to a�end/ par�cipate in the Annual General Mee�ng through InstaMeet. However, they will not be eligible to vote again during the mee�ng.

Shareholders are encouraged to join the Mee�ng through Tablets/Laptops connected through broadband for be�er experience.

Shareholders are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the mee�ng.

Please note that Shareholders connec�ng from Mobile Devices or Tablets or through Laptops connec�ng via Mobile Hotspot may experience Audio/Visual loss due to fluctua�on in their network. It is therefore recommended to use stable WiFi or LAN connec�on to mi�gate any kind of aforesaid glitches.

In case shareholders have any queries regarding login/evo�ng, they may send an email to instameet@linkin�me.co.in or contact on: Tel: 02249186175.

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An Explanatory Statement pursuant to Sec�on 102 (1) of the Companies Act, 2013 (hereina�er referred to as the “Act”), in respect of businesses to be transacted at the Annual General Mee�ng (hereina�er referred to as “AGM”), as set out under Item No (s). 4, 5, 6 and 7 above and the relevant details of the Directors seeking appointment/reappointment as required by Regula�ons 36(3) of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirement) Regula�ons, 2015 (hereina�er referred to as “Lis�ng Regula�ons”) and as required under Secretarial Standards – 2 on General Mee�ngs issued by the Ins�tute of Company Secretaries of India, is annexed hereto.

Details of Directors seeking Appointment/Reappointment at the 31 Annual General Mee�ng (Pursuant to Regula�ons 26 and 36 of the Lis�ng Regula�ons and Secretarial Standards – 2 on General Mee�ngs)

22. An Explanatory Statement pursuant to Sec�on 102 (1) of the Companies Act, 2013 (hereina�er referred to as the “Act”), in respect of businesses to be transacted at the Annual General Mee�ng (hereina�er referred to as “AGM”), as set out under Item No (s). 4, 5, 6 and 7 above and the relevant details of the Directors seeking appointment/reappointment as required by Regula�ons 36(3) of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirement) Regula�ons, 2015 (hereina�er referred to as “Lis�ng Regula�ons”) and as required under Secretarial Standards – 2 on General Mee�ngs issued by the Ins�tute of Company Secretaries of India, is annexed hereto. st Details of Directors seeking Appointment/Reappointment at the 31 Annual General Mee�ng (Pursuant to Regula�ons 26 and 36 of the Lis�ng Regula�ons and Secretarial Standards – 2 on General Mee�ngs) Name of Director Mr. Mangesh Sarfare Mr. M. K. Wadhwa Mr. Sanjaya Kulkarni Type Non Execu�ve Director Non Execu�ve Director Non Execu�ve Director DIN 07793543 00064148 00102575 Date of Birth 03/03/1969 13/10/1952 30/05/1949 Age 55 years 71 years 75 years Date of First Appointment 19/04/2017 14/07/2006 14/07/2006 Qualifca�on B.E. from University of Mumbai and M B A in Opera�ons Management Chartered Accountant B. Tech from IIT Mumbai and MBA from IIM Ahmedabad Brief Resume and Exper�se in Specifc Func�onal area Diverse Experience across several diferent industries and a r e a s s u c h a s p r o j e c t management, procurement/ supply chain management and general administra�on control. Varied experience in Corporate, Business Finance, Accounts, T a x a �o n , P e r s o n n e l Management and other related a r e a s . P l e a s e r e f e r t h e explanatory statement for more details. Extensive experience in Private Equity, Consumer Finance, Corporate Finance, Investment Banking. Please refer the explanatory statement for more details. Directorships in other Public Limited Companies (excluding foreign companies, private c o m p a n i e s & S e c �o n 8 companies) NIL 1. Time Technoplast Limited Independent Director 2. NED Energy Limited Independent Director 1. Time Technoplast Limited Independent Director 2. NED Energy Limited Independent Director 3. Agro Tech Foods Limited Independent Director 4. Mo�lal Oswal Finvest Limited Independent Director Membership of Commi�ees / Chairmanship in other Public Limited Companies NIL 1. Time Technoplast Limited Chairman of Audit Commi�ee 2. Time Technoplast Limited Chairman of Stakeholder Rela�onship Commi�ee 3. NED Energy Limited Member of Audit Commi�ee 1. Time Technoplast Limited Member of Audit Commi�ee 2. NED Energy Limited Chairman of Audit Commi�ee 3. Agro Tech Foods Limited Member of Audit Commi�ee 4. Agro Tech Foods Limited Member of Stakeholder Rela�onship Commi�ee	22. An Explanatory Statement pursuant to Sec�on 102 (1) of the Companies Act, 2013 (hereina�er referred to as the “Act”), in respect of businesses to be transacted at the Annual General Mee�ng (hereina�er referred to as “AGM”), as set out under Item No (s). 4, 5, 6 and 7 above and the relevant details of the Directors seeking appointment/reappointment as required by Regula�ons 36(3) of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirement) Regula�ons, 2015 (hereina�er referred to as “Lis�ng Regula�ons”) and as required under Secretarial Standards – 2 on General Mee�ngs issued by the Ins�tute of Company Secretaries of India, is annexed hereto. st Details of Directors seeking Appointment/Reappointment at the 31 Annual General Mee�ng (Pursuant to Regula�ons 26 and 36 of the Lis�ng Regula�ons and Secretarial Standards – 2 on General Mee�ngs) Name of Director Mr. Mangesh Sarfare Mr. M. K. Wadhwa Mr. Sanjaya Kulkarni Type Non Execu�ve Director Non Execu�ve Director Non Execu�ve Director DIN 07793543 00064148 00102575 Date of Birth 03/03/1969 13/10/1952 30/05/1949 Age 55 years 71 years 75 years Date of First Appointment 19/04/2017 14/07/2006 14/07/2006 Qualifca�on B.E. from University of Mumbai and M B A in Opera�ons Management Chartered Accountant B. Tech from IIT Mumbai and MBA from IIM Ahmedabad Brief Resume and Exper�se in Specifc Func�onal area Diverse Experience across several diferent industries and a r e a s s u c h a s p r o j e c t management, procurement/ supply chain management and general administra�on control. Varied experience in Corporate, Business Finance, Accounts, T a x a �o n , P e r s o n n e l Management and other related a r e a s . P l e a s e r e f e r t h e explanatory statement for more details. Extensive experience in Private Equity, Consumer Finance, Corporate Finance, Investment Banking. Please refer the explanatory statement for more details. Directorships in other Public Limited Companies (excluding foreign companies, private c o m p a n i e s & S e c �o n 8 companies) NIL 1. Time Technoplast Limited Independent Director 2. NED Energy Limited Independent Director 1. Time Technoplast Limited Independent Director 2. NED Energy Limited Independent Director 3. Agro Tech Foods Limited Independent Director 4. Mo�lal Oswal Finvest Limited Independent Director Membership of Commi�ees / Chairmanship in other Public Limited Companies NIL 1. Time Technoplast Limited Chairman of Audit Commi�ee 2. Time Technoplast Limited Chairman of Stakeholder Rela�onship Commi�ee 3. NED Energy Limited Member of Audit Commi�ee 1. Time Technoplast Limited Member of Audit Commi�ee 2. NED Energy Limited Chairman of Audit Commi�ee 3. Agro Tech Foods Limited Member of Audit Commi�ee 4. Agro Tech Foods Limited Member of Stakeholder Rela�onship Commi�ee	22. An Explanatory Statement pursuant to Sec�on 102 (1) of the Companies Act, 2013 (hereina�er referred to as the “Act”), in respect of businesses to be transacted at the Annual General Mee�ng (hereina�er referred to as “AGM”), as set out under Item No (s). 4, 5, 6 and 7 above and the relevant details of the Directors seeking appointment/reappointment as required by Regula�ons 36(3) of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirement) Regula�ons, 2015 (hereina�er referred to as “Lis�ng Regula�ons”) and as required under Secretarial Standards – 2 on General Mee�ngs issued by the Ins�tute of Company Secretaries of India, is annexed hereto. st Details of Directors seeking Appointment/Reappointment at the 31 Annual General Mee�ng (Pursuant to Regula�ons 26 and 36 of the Lis�ng Regula�ons and Secretarial Standards – 2 on General Mee�ngs) Name of Director Mr. Mangesh Sarfare Mr. M. K. Wadhwa Mr. Sanjaya Kulkarni Type Non Execu�ve Director Non Execu�ve Director Non Execu�ve Director DIN 07793543 00064148 00102575 Date of Birth 03/03/1969 13/10/1952 30/05/1949 Age 55 years 71 years 75 years Date of First Appointment 19/04/2017 14/07/2006 14/07/2006 Qualifca�on B.E. from University of Mumbai and M B A in Opera�ons Management Chartered Accountant B. Tech from IIT Mumbai and MBA from IIM Ahmedabad Brief Resume and Exper�se in Specifc Func�onal area Diverse Experience across several diferent industries and a r e a s s u c h a s p r o j e c t management, procurement/ supply chain management and general administra�on control. Varied experience in Corporate, Business Finance, Accounts, T a x a �o n , P e r s o n n e l Management and other related a r e a s . P l e a s e r e f e r t h e explanatory statement for more details. Extensive experience in Private Equity, Consumer Finance, Corporate Finance, Investment Banking. Please refer the explanatory statement for more details. Directorships in other Public Limited Companies (excluding foreign companies, private c o m p a n i e s & S e c �o n 8 companies) NIL 1. Time Technoplast Limited Independent Director 2. NED Energy Limited Independent Director 1. Time Technoplast Limited Independent Director 2. NED Energy Limited Independent Director 3. Agro Tech Foods Limited Independent Director 4. Mo�lal Oswal Finvest Limited Independent Director Membership of Commi�ees / Chairmanship in other Public Limited Companies NIL 1. Time Technoplast Limited Chairman of Audit Commi�ee 2. Time Technoplast Limited Chairman of Stakeholder Rela�onship Commi�ee 3. NED Energy Limited Member of Audit Commi�ee 1. Time Technoplast Limited Member of Audit Commi�ee 2. NED Energy Limited Chairman of Audit Commi�ee 3. Agro Tech Foods Limited Member of Audit Commi�ee 4. Agro Tech Foods Limited Member of Stakeholder Rela�onship Commi�ee	22. An Explanatory Statement pursuant to Sec�on 102 (1) of the Companies Act, 2013 (hereina�er referred to as the “Act”), in respect of businesses to be transacted at the Annual General Mee�ng (hereina�er referred to as “AGM”), as set out under Item No (s). 4, 5, 6 and 7 above and the relevant details of the Directors seeking appointment/reappointment as required by Regula�ons 36(3) of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirement) Regula�ons, 2015 (hereina�er referred to as “Lis�ng Regula�ons”) and as required under Secretarial Standards – 2 on General Mee�ngs issued by the Ins�tute of Company Secretaries of India, is annexed hereto. st Details of Directors seeking Appointment/Reappointment at the 31 Annual General Mee�ng (Pursuant to Regula�ons 26 and 36 of the Lis�ng Regula�ons and Secretarial Standards – 2 on General Mee�ngs) Name of Director Mr. Mangesh Sarfare Mr. M. K. Wadhwa Mr. Sanjaya Kulkarni Type Non Execu�ve Director Non Execu�ve Director Non Execu�ve Director DIN 07793543 00064148 00102575 Date of Birth 03/03/1969 13/10/1952 30/05/1949 Age 55 years 71 years 75 years Date of First Appointment 19/04/2017 14/07/2006 14/07/2006 Qualifca�on B.E. from University of Mumbai and M B A in Opera�ons Management Chartered Accountant B. Tech from IIT Mumbai and MBA from IIM Ahmedabad Brief Resume and Exper�se in Specifc Func�onal area Diverse Experience across several diferent industries and a r e a s s u c h a s p r o j e c t management, procurement/ supply chain management and general administra�on control. Varied experience in Corporate, Business Finance, Accounts, T a x a �o n , P e r s o n n e l Management and other related a r e a s . P l e a s e r e f e r t h e explanatory statement for more details. Extensive experience in Private Equity, Consumer Finance, Corporate Finance, Investment Banking. Please refer the explanatory statement for more details. Directorships in other Public Limited Companies (excluding foreign companies, private c o m p a n i e s & S e c �o n 8 companies) NIL 1. Time Technoplast Limited Independent Director 2. NED Energy Limited Independent Director 1. Time Technoplast Limited Independent Director 2. NED Energy Limited Independent Director 3. Agro Tech Foods Limited Independent Director 4. Mo�lal Oswal Finvest Limited Independent Director Membership of Commi�ees / Chairmanship in other Public Limited Companies NIL 1. Time Technoplast Limited Chairman of Audit Commi�ee 2. Time Technoplast Limited Chairman of Stakeholder Rela�onship Commi�ee 3. NED Energy Limited Member of Audit Commi�ee 1. Time Technoplast Limited Member of Audit Commi�ee 2. NED Energy Limited Chairman of Audit Commi�ee 3. Agro Tech Foods Limited Member of Audit Commi�ee 4. Agro Tech Foods Limited Member of Stakeholder Rela�onship Commi�ee	22. An Explanatory Statement pursuant to Sec�on 102 (1) of the Companies Act, 2013 (hereina�er referred to as the “Act”), in respect of businesses to be transacted at the Annual General Mee�ng (hereina�er referred to as “AGM”), as set out under Item No (s). 4, 5, 6 and 7 above and the relevant details of the Directors seeking appointment/reappointment as required by Regula�ons 36(3) of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirement) Regula�ons, 2015 (hereina�er referred to as “Lis�ng Regula�ons”) and as required under Secretarial Standards – 2 on General Mee�ngs issued by the Ins�tute of Company Secretaries of India, is annexed hereto. st Details of Directors seeking Appointment/Reappointment at the 31 Annual General Mee�ng (Pursuant to Regula�ons 26 and 36 of the Lis�ng Regula�ons and Secretarial Standards – 2 on General Mee�ngs) Name of Director Mr. Mangesh Sarfare Mr. M. K. Wadhwa Mr. Sanjaya Kulkarni Type Non Execu�ve Director Non Execu�ve Director Non Execu�ve Director DIN 07793543 00064148 00102575 Date of Birth 03/03/1969 13/10/1952 30/05/1949 Age 55 years 71 years 75 years Date of First Appointment 19/04/2017 14/07/2006 14/07/2006 Qualifca�on B.E. from University of Mumbai and M B A in Opera�ons Management Chartered Accountant B. Tech from IIT Mumbai and MBA from IIM Ahmedabad Brief Resume and Exper�se in Specifc Func�onal area Diverse Experience across several diferent industries and a r e a s s u c h a s p r o j e c t management, procurement/ supply chain management and general administra�on control. Varied experience in Corporate, Business Finance, Accounts, T a x a �o n , P e r s o n n e l Management and other related a r e a s . P l e a s e r e f e r t h e explanatory statement for more details. Extensive experience in Private Equity, Consumer Finance, Corporate Finance, Investment Banking. Please refer the explanatory statement for more details. Directorships in other Public Limited Companies (excluding foreign companies, private c o m p a n i e s & S e c �o n 8 companies) NIL 1. Time Technoplast Limited Independent Director 2. NED Energy Limited Independent Director 1. Time Technoplast Limited Independent Director 2. NED Energy Limited Independent Director 3. Agro Tech Foods Limited Independent Director 4. Mo�lal Oswal Finvest Limited Independent Director Membership of Commi�ees / Chairmanship in other Public Limited Companies NIL 1. Time Technoplast Limited Chairman of Audit Commi�ee 2. Time Technoplast Limited Chairman of Stakeholder Rela�onship Commi�ee 3. NED Energy Limited Member of Audit Commi�ee 1. Time Technoplast Limited Member of Audit Commi�ee 2. NED Energy Limited Chairman of Audit Commi�ee 3. Agro Tech Foods Limited Member of Audit Commi�ee 4. Agro Tech Foods Limited Member of Stakeholder Rela�onship Commi�ee
	Name of Director	Mr. Mangesh Sarfare	Mr. M. K. Wadhwa	Mr. Sanjaya Kulkarni
	Type	Non Execu�ve Director	Non Execu�ve Director	Non Execu�ve Director
	DIN	07793543	00064148	00102575
	Date of Birth	03/03/1969	13/10/1952	30/05/1949
	Age	55 years	71 years	75 years
	Date of First Appointment	19/04/2017	14/07/2006	14/07/2006
	Qualifca�on	B.E. from University of Mumbai and M B A in Opera�ons Management	Chartered Accountant	B. Tech from IIT Mumbai and MBA from IIM Ahmedabad
	Brief Resume and Exper�se in Specifc Func�onal area	Diverse Experience across several diferent industries and a r e a s s u c h a s p r o j e c t management, procurement/ supply chain management and general administra�on control.	Varied experience in Corporate, Business Finance, Accounts, T a x a �o n , P e r s o n n e l Management and other related a r e a s . P l e a s e r e f e r t h e explanatory statement for more details.	Extensive experience in Private Equity, Consumer Finance, Corporate Finance, Investment Banking. Please refer the explanatory statement for more details.
	Directorships in other Public Limited Companies (excluding foreign companies, private c o m p a n i e s & S e c �o n 8 companies)	NIL	1. Time Technoplast Limited Independent Director 2. NED Energy Limited Independent Director	1. Time Technoplast Limited Independent Director 2. NED Energy Limited Independent Director 3. Agro Tech Foods Limited Independent Director 4. Mo�lal Oswal Finvest Limited Independent Director
	Membership of Commi�ees / Chairmanship in other Public Limited Companies	NIL	1. Time Technoplast Limited Chairman of Audit Commi�ee 2. Time Technoplast Limited Chairman of Stakeholder Rela�onship Commi�ee 3. NED Energy Limited Member of Audit Commi�ee	1. Time Technoplast Limited Member of Audit Commi�ee 2. NED Energy Limited Chairman of Audit Commi�ee 3. Agro Tech Foods Limited Member of Audit Commi�ee 4. Agro Tech Foods Limited Member of Stakeholder Rela�onship Commi�ee

18

TPL PLASTECH LIMITED

Name of Director	Mr. Mangesh Sarfare	Mr. M. K. Wadhwa	Mr. Sanjaya Kulkarni	Mr. Sanjaya Kulkarni
			5.	Mo�lal Oswal Finvest
				Limited
				Chairman of Audit
				Commi�ee
Listed en��es from which the	None	None	None
director has resigned in the past
three years.
No. of Board Mee�ngs	4	4	4
a�ended during the year
No. of Equity Shares held	Nil	Nil	Nil
Interse rela�onship with other	None	None	None
Directors and Key Managerial
Personnel
Skills and capabili�es required	NA	NA	NA
for the role of Independent
Director

Note: Pursuant to Regula�on 26 of the Lis�ng Regula�ons, only two Commi�ees viz. Audit Commi�ee and Stakeholders Rela�onship Commi�ee have been considered.

==> picture [73 x 52] intentionally omitted <==

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

The following Explanatory Statement sets out all material facts rela�ng to the businesses men�oned under Item No. 4, 5, 6 and 7 of the accompanying No�ce.

Item No. 4

Appointment of Mr. Mahinder Kumar Wadhwa (DIN: 00064148) as a NonExecu�ve NonIndependent Director of the Company

Mr. M. K. Wadhwa was ini�ally appointed as an Independent Director on the Board of the Company for a first term of 5 years, as approved by the members at the AGM held on September 29, 2014. The members reappointed Mr. M. K. Wadhwa (DIN: 00064148) as an Independent Director for a second term of 5 years at the AGM held on September 28, 2019, with his term spanning from September 29, 2019 to September 28, 2024.

As per Sec�on 149, an Independent Director can serve for a maximum of two consecu�ve terms of five years each. Therefore, Mr. M.K. Wadhwa’s tenure as an Independent Director will conclude on September 28, 2024.

Mr. M. K. Wadhwa has been a part of the Board of Directors of the Company since 2006, and was appointed as Chairperson of the Company in 2021.

Given Mr. M. K. Wadhwa’s rich experience in financial management and strategic planning, it is recommended to the Members to con�nue his associa�on as a NonExecu�ve NonIndependent Director in the Company.

Mr. M. K. Wadhwa, aged 71 years, is a Chartered Accountant with wide range of experience in Accounts, Finance, Taxa�on, Personnel Management and other related areas. Mr. M. K. Wadhwa has served in some of the most reputed Companies as Member of the top Management Team and Board.

Mr. M. K. Wadhwa provides the board with crucial financial exper�se, ensuring accurate financial repor�ng and compliance. He contributes to strategic financial planning, helps iden�fy cost efficiencies, manages risks, and op�mizes the company’s financial performance. His insights are invaluable for sound decisionmaking and sustainable growth, making his reten�on essen�al for the company’s con�nued success.

The Company has benefited significantly from Mr. M. K. Wadhwa’s exper�se and experience across mul�ple disciplines from financial, legal and regulatory, risk management, corporate governance and human capital management. Furthermore, Mr. M. K. Wadhwa has played a pivotal role in se�ng the strategic direc�on and growth plan while overseeing the Group’s businesses policies and ensuring high governance standards.

As the Company con�nues its aggressive growth plan seeking ever more sustainable business and with diversifica�on across adjacencies like plas�cs and composite products, Intermediate bulk containers (IBC), the Board of Directors firmly believes Mr. M. K. Wadhwa’s leadership and mentoring of management will be of immense value given his knowledge of the Company and the future plans of the Company. It is therefore recommended to con�nue his associa�on as a NonExecu�ve NonIndependent Director of the Company in accordance with the provisions of the Companies Act, 2013 and SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015.

Mr. M. K. Wadhwa would be en�tled to si�ng fees for a�ending the Mee�ngs of the Board of Directors and Commi�ee(s) thereof or any other benefit as may extended by the Board.

As per Regula�on 17(1A) of the SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015, the con�nua�on of a Non Execu�ve Director who has reached the age of 75 years requires prior approval from shareholders through a Special Resolu�on. Since Mr. M. K. Wadhwa will a�ain the age of 75 years on October 13, 2027, a Special Resolu�on for his con�nued appointment as a Non Execu�ve NonIndependent Director is being presented to the shareholders for their approval.

The Company has also received a No�ce in wri�ng under Sec�on 160(1) of the Act from a member proposing the candidature of Mr. M. K.

Further, Company has received consent from Mr. M. K. Wadhwa for his appointment as a NonExecu�ve NonIndependent Director of the Company who will be liable to re�re by rota�on.

TPL PLASTECH LIMITED

Mr. M. K. Wadhwa is also proposed to be appointed as a Chairman on the Board of Directors of the Company.

As the long term frui�ul associa�on with Mr. M. K. Wadhwa needs to be preserved and cherished, your Board of Directors recommends his appointment as a NonExecu�ve NonIndependent Director, with effect from September 29, 2024, liable to re�re by rota�on, to the members for their approval by way of an Special Resolu�on as set out at Item No. 4 of the accompanying No�ce of the 31st AGM.

Mr. M. K. Wadhwa is not disqualified from being appointed as a Director in terms of Sec�on 164 of the Act, nor debarred from holding the office of Director by any such authority and has given his consent for the said appointment.

Addi�onal Informa�on, as required under Regula�on 36 of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�on, 2015 and Secretarial Standard on General Mee�ngs issued by the Ins�tute of Company Secretaries of India, is provided in the notes to this no�ce.

None of the Directors and Key Managerial Personnel of the Company or their respec�ve rela�ves other than Mr. M. K. Wadhwa is in any way concerned or interested, in the Resolu�on set out at Item No. 4 of the No�ce.

Item No. 5

Appointment of Mr. Sanjaya Kulkarni (DIN: 00102575) as a NonExecu�ve NonIndependent Director of the Company

Mr. Sanjaya Kulkarni was ini�ally appointed as an Independent Director on the Board of the Company for a first term of 5 years, as approved by the members at the AGM held on September 29, 2014. The members reappointed Mr. Sanjaya Kulkarni (DIN: 00102575) as an Independent Director for a second term of five years at the AGM held on September 28, 2019, with his term spanning from September 29, 2019 to September 28, 2024.

As per Sec�on 149, an Independent Director can serve for a maximum of two consecu�ve terms of five years each. Therefore, Mr. Sanjaya Kulkarni’s tenure as an Independent Director will conclude on September 28, 2024.

Mr. Sanjaya Kulkarni has been a part of the Board of Directors of the Company since 2006, and was the Chairman of the Company for the period from 2006 to 2021.

Given Mr. Sanjaya Kulkarni’s leadership and mentoring capabili�es, and his deep understanding of the Company and its future plans, it is recommended to the Board Members to con�nue his associa�on as a NonExecu�ve NonIndependent Director in the Company.

Brief Profile of Mr. Sanjaya Kulkarni

Mr. Sanjaya Kulkarni aged 75 years holds a B.Tech from IIT Mumbai and an MBA from IIM Ahmedabad. He has a diverse experience in private equity, consumer finance, corporate finance, and investment banking, including �me at Ci�bank, his exper�se is indispensable. With a deep understanding of both complex engineering concepts and strategic management, Mr. Sanjaya Kulkarni is uniquely posi�oned to offer innova�ve solu�ons that address the Company’s challenges. His ability to analyze problems from mul�ple perspec�ves and guide the company towards achieving measurable results has been invaluable. His academic excellence, combined with his extensive industry experience, equips him to foresee poten�al pi�alls and steer the company towards sustained growth.

Moreover, Mr. Sanjaya Kulkarni’s seasoned experience and proven track record make him an irreplaceable asset to the company. His ability to offer sound advice, backed by years of prac�cal knowledge, has garnered the respect and trust of both the board and the company’s stakeholders. He not only guides the company in the right direc�on but also inspires confidence in the decisionmaking process, ensuring that the company’s strategic goals are met with precision and foresight. Replacing such an individual would be a significant loss, as his unique insights and leadership quali�es are crucial to the company’s con�nued success.

As per Regula�on 17(1A) of the SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015, the con�nua�on of a Non Execu�ve Director who has reached the age of 75 years requires prior approval from shareholders through a Special Resolu�on. Since Mr. Sanjaya Kulkarni a�ained the age of 75 years, a Special Resolu�on for his appointment as a NonExecu�ve NonIndependent Director is being presented to the shareholders for their approval.

==> picture [73 x 52] intentionally omitted <==

Mr. Sanjaya Kulkarni would be en�tled to si�ng fees for a�ending the Mee�ngs of the Board of Directors and Commi�ee(s) thereof or any other benefit as may extended by the Board.

The Company has also received a No�ce in wri�ng under Sec�on 160(1) of the Act from a member proposing the candidature of Mr. Sanjaya

Further, Company has received consent from Mr. Sanjaya Kulkarni for his appointment as a NonExecu�ve NonIndependent Director of the Company who will be liable to re�re by rota�on.

To ensure the Company remains on a path of growth and innova�on, the Board of Directors strongly recommends the appointment of Mr. Sanjaya Kulkarni as a NonExecu�ve NonIndependent Director, with effect from September 29, 2024, liable to re�re by rota�on, to the members for their approval as set out at Item No. 5 of the accompanying No�ce of the 31st AGM.

Mr. Sanjaya Kulkarni is not disqualified from being appointed as a Director in terms of Sec�on 164 of the Act, nor debarred from holding the office of Director by any such authority and has given his consent for the said appointment.

None of the Directors and Key Managerial Personnel of the Company or their respec�ve rela�ves other than Mr. Sanjaya Kulkarni is in any way concerned or interested, in the Resolu�on set out at Item No. 5 of the No�ce.

Item No. 6 and 7

Stock Op�ons represent a reward system based on performance. They help companies to a�ract, retain and mo�vate the best available talent. Op�ons also provide a Company with an opportunity to op�mise its personnel costs. This also provides an opportunity to the employees to par�cipate in the growth of the Company, besides crea�ng long term wealth in their hands.

Further, as the business environment is becoming increasingly compe��ve, it is important to a�ract and retain qualified, talented and competent personnel in the company. Your Company believes in rewarding its Employees including Employees of Holding Company, its Subsidiary Company(ies) and/or Associate Company(ies), Group Company(ies) [present and future] for their con�nuous hard work, dedica�on and support, which has led and will lead the Company on the growth path.

The reasons why the Company may be extending its scheme to the Employee(s) of its Holding Company, its Subsidiary Company (ies) and/ or Associate Company(ies), Group Company(ies) [present and future] (“en��es”) are as below:

The said en��es maybe opera�ng en��es and are cri�cal to the opera�ons of the Company.
Fosters a unified corporate culture and encourages crossCompany collabora�on.
Align employee interest across group Companies with overall business success.

Keeping in line with the above, “TPL PLASTECH LIMITED EMPLOYEE STOCK OPTION PLAN 2024” (“TPL PLASTECH ESOP 2024”) has been formulated by the Company and to be implemented by Board/Compensa�on/ Nomina�on & Remunera�on Commi�ee in terms of provisions of Companies Act, 2013 and rules made thereunder, applicable Regula�ons of Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 and in accordance with the requirements of SEBI (SBEB and SE) Regula�ons, 2021 issued by Securi�es and Exchange Board of India (SEBI) and other applicable laws. The Scheme has been approved by the Board of Directors at their mee�ng held on August 09, 2024, subject to the approval of the members.

The TPL PLASTECH ESOP 2024 will be operated and administered under the superintendence of the Company’s Board of Directors, Compensa�on / Nomina�on and Remunera�on Commi�ee of Board of Directors, the majority of whose members are/will be Independent Directors as per the applicable Act/Regula�ons. The Board/Compensa�on / Nomina�on and Remunera�on Commi�ee will formulate the detailed terms and condi�ons of the TPL PLASTECH ESOP 2024 including:

a. the quantum of op�ons, shares or benefits as the case may be, per employee and in aggregate under a scheme;

TPL PLASTECH LIMITED

b. the kind of benefits to be granted under this scheme; c. the condi�ons under which op�ons, shares or other benefits as the case may be, may vest in employees and may lapse in case of termina�on of employment for misconduct;
d. The schedule for Ves�ng of the Op�ons granted to Employees; e. The price at which the Op�ons are to be granted from �me to �me (which will be the Exercise Price for the op�ons at a future date); f. the exercise period within which the employee can exercise the op�ons and that op�ons would lapse on failure to exercise the same within the exercise period;
g. the specified �me period within which the employee shall exercise the vested op�ons or in the event of termina�on or resigna�on; h. the right of an employee to exercise all the op�ons, as the case may be, vested in him at one �me or at various points of �me within the exercise period;
i. the procedure for making a fair and reasonable adjustment to the en�tlement including adjustment to the number of op�ons and to the exercise price in case of corporate ac�ons such as rights issues, bonus issues, merger, sale of division and others. In this regard, the following shall, inter alia, be taken into considera�on by the Board/ Commi�ee: i. the number and price of op�ons shall be adjusted in a manner such that total value to the employee of the op�ons remains the same a�er the corporate ac�on;
ii. the ves�ng period and the life of the op�ons shall be le� unaltered as far as possible to protect the rights of the employee(s) who is granted such op�ons;
j. the grant, ves�ng and exercise of shares, op�ons or in case of employees who are on long leave; k. eligibility to avail benefits under this scheme in case of employees who are on long leave; l. the procedure for funding the exercise of op�ons; m. the procedure for buyback of specified securi�es issued under relevant regula�ons, if to be undertaken at any �me by the Company, and the applicable terms and condi�ons, including: (i) permissible sources of financing for buyback; (ii) any minimum financial thresholds to be maintained by the Company as per its last financial statements; and (iii) limits upon quantum of specified securi�es that the Company may buyback in financial year. For the purpose of this Clause, specified securi�es means as defined under the Securi�es and Exchange Board of India (Buyback of Securi�es) Regula�ons, 2018.
n. Amend any terms and condi�ons of any Op�ons granted under the Scheme to the extent it is not inconsistent with the terms of the Scheme and not prejudicial to the interest of the Op�on Grantee.
o. frame suitable policies and procedures to ensure that there is no viola�on of securi�es laws including the Securi�es and Exchange Board of India (Prohibi�on of Insider Trading) Regula�ons, 2015 and the Securi�es and Exchange Board of India (Prohibi�on of Fraudulent and Unfair Trade Prac�ces Rela�ng to the Securi�es Market) Regula�ons, 2003, as amended from �me to �me, by the company and its employees, as may be applicable.
p. Approve forms, wri�ngs and/or agreements for use in pursuance of the TPL PLASTECH ESOP 2024.
q. Any other related or incidental ma�ers.

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Major details of the TPL PLASTECH ESOP 2024 are as given below:

a) Brief Descrip�on of the TPL PLASTECH ESOP 2024 scheme is given as under

“TPL PLASTECH LIMITED EMPLOYEE STOCK OPTION PLAN 2024” (“TPL PLASTECH ESOP 2024”) has been formulated by the Company and to be implemented by its Board of Directors/Compensa�on /Nomina�on & Remunera�on Commi�ee in terms of provisions of Companies Act, 2013 and rules made thereunder, applicable Regula�ons of Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 issued by Securi�es and Exchange Board of India ( the “SEBI” ) and other applicable laws. The TPL PLASTECH ESOP 2024 has been approved by the Board of Directors at their mee�ng held on August 09, 2024, subject to the approval of the members.

b) The total number of op�ons to be granted

The total number of Op�ons that may, in the aggregate, be issued would be such number of Op�ons which shall en�tle the Op�on holders to acquire in one or more tranches upto 40,00,000 (Forty Lakhs) equity shares of ` 2/ (Rupees Two) each (or such other adjusted figure for any bonus, stock splits or consolida�ons or other reorganisa�on of the capital structure of the Company as may be applicable from �me to �me).

In case of any corporate ac�on(s) such as rights issues, bonus issues, buyback, scheme of arrangement, merger and sale or division, and others, a fair and reasonable adjustment needs to be made to the Op�ons granted. Accordingly, if any addi�onal equity shares are issued by the Company to the Op�on grantees for making such fair and reasonable adjustment, the above ceiling shares shall be deemed to be increased to the extent of such addi�onal equity shares issued.

An Employee may surrender his/her vested /unvested op�ons at any �me during / post his employment with the Company. Any employee willing to surrender his/her Op�ons shall communicate the same to the Board of Directors or Commi�ee of the Company in wri�ng.

Vested Op�ons lapsed due to nonexercise, surrender and/or unvested Op�ons that gets cancelled due to resigna�on or any other separa�on condi�ons of Op�on grantees, surrendered or otherwise, would be available for being regranted at a future date. The Board/ Commi�ee is authorized to regrant such lapsed / cancelled / surrendered op�ons as per the provisions of TPL PLASTECH ESOP 2024.

c) Iden�fca�on of classes of employees en�tled to par�cipate and be benefciaries in the TPL PLASTECH ESOP 2024

Following class / classes of employees are en�tled to par�cipate in TPL PLASTECH ESOP 2024:

Employee/s as may be determined by the commi�ee of the Board out of the following:
(i) an employee as designated by the Company, who is exclusively working in India or outside India; or
(ii) a Director of the Company, whether a whole �me Director or not, including a nonexecu�ve Director who is not a Promoter or member of the Promoter Group, but excluding an independent Director; or
(iii) an employee as defined in subclauses (i) or (ii), of a Group Company including Subsidiary or its Associate Company, in India or outside India, or of a Holding Company of the Company, but does not include—
(a) an Employee who is a Promoter or a person belonging to the Promoter group; or
(b) a Director who, either himself or through his rela�ve or through anybody corporate, directly or indirectly, holds more than ten per cent of the outstanding equity Shares of the Company;

The class of Employees eligible for par�cipa�ng in the TPL PLASTECH ESOP 2024 shall be determined on the basis of the grade, length of service, performance record, merit of the Employee, future poten�al contribu�on by the Employee, role assigned to the Employee and such other parameters as may be decided by the Board of Directors/Compensa�on/Nomina�on and Remunera�on Commi�ee of the Company in its sole discre�on from �me to �me.

TPL PLASTECH LIMITED

The Op�ons granted to an Employee will not be transferable to any person and shall not be pledged, hypothecated, mortgaged or otherwise alienated in any other manner.

d) Requirements of ves�ng and period of ves�ng

Ves�ng of Op�ons may commence a�er a period of not less than 1 (one) year from the date of individual grant. The ves�ng may occur in one or more tranches, subject to the terms and condi�ons of ves�ng, as s�pulated in the TPL PLASTECH ESOP 2024.

Following table shall be applicable in case of various scenarios (during employment) for ves�ng and exercising*:

Sr. No.	Separa�ons	Vested Op�ons	Unvested Op�ons
1	Regula�on	Subject to the terms and condi�ons, all Vested Op�ons as on date of submission of resigna�on may be exercised by the Op�on Grantee on or before his last working day or before the expiry of the Exercise period with the Company, whichever is earlier.	All Unvested Op�ons on the date of submission of resigna�on shall stand cancelled with efect from that date.
2	Termina�on (With cause like fraud, misconduct etc.)	All Vested Op�ons which were not exercised at the �me of such termina�on shall stand cancelled with efect from the date of such termina�on.	All Unvested Op�ons on the date of such termina�on shall stand cancelled with efect from the termina�on date.
3	Termina�on (Without cause)	All Vested Op�ons which were not exercised at the �me of such termina�on may be exercised by the Op�on Grantee on or before his last working day with the Company or before the expiry of the Exercise period, whichever is earlier.	All Unvested Op�ons on the date of such termina�on shall stand cancelled with efect from the termina�on date.
4	Re�rement or early Re�rement approved by Company	All vested Op�ons shall vest as per original ves�ng schedule and may be exercised by the Op�on Grantee within the originally allowed exercise period.	All Unvested Op�ons shall vest as per original ves�ng schedule and may be exercised by the Op�on Grantee within the originally allowed exercise period.
5	Death	All Vested Op�ons, granted under a Scheme to him/her �ll his/her death shall vest, with efect from the date of his/her death, in the legal heirs or nominees of the deceased Employee, as the case may be and such Op�ons may be exercised by the Op�on Grantee's nominee or legal heir immediately a�er, but in no event later than 12 months from the date of Death.	All Unvested Op�ons as on the date of death shall vest immediately and may be exercised by the Op�on Grantee's nominee or legal heir/s within 12 months from the date of Death
6	Permanent Disability	All Vested Op�ons, granted to him/her under a Scheme as on the date of permanent incapacita�on shall vest in him/her on that day and such Op�ons may be exercised by the Op�on Grantee	All Unvested Op�ons as on the date of such Permanent Disability shall vest immediately and can be exercised by the Op�on Grantee or, if the Op�on Grantee is himself unable to exercise due to such

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Sr. No.	Separa�ons	Vested Op�ons	Unvested Op�ons
		or, if the Op�on Grantee is himself, unable to exercise due to such disability, the nominee or legal heir, immediately a�er, but in no event later than 12 months from the date of such disability.	incapacity, the nominee or legal heir immediately a�er, but in no event later than 12 months from the date of such disability.
7	Abandonment**	All the Vested Op�ons shall stand cancelled.	All the Unvested Op�ons shall stand cancelled.
8	Any other reason not specifed above	The Commi�ee or any other Board Commi�ee as due authorized shall decide whether the Vested Op�ons as on that date can be exercised by the Op�on Grantee or not, and such decision shall be fnal.	All Unvested Op�ons on the date of separa�on shall stand cancelled with efect from that date.

*In case of any regulatory changes warran�ng any change in ves�ng schedule/condi�ons/exercise period in any of the above separa�on condi�ons, the provisions of such change shall apply.

**The Board/Commi�ee, at its sole discre�on shall decide the date of cancella�on of Op�on’s and such decision shall be binding on all concerned. Provided that, in accordance with Applicable Law, notwithstanding anything to the contrary contained herein, the Company shall not vary the terms of the TPL PLASTECH ESOP 2024 in any manner which may be detrimental to the interests of the Employees.

e) Maximum period within which the op�ons shall be vested

The maximum ves�ng period may extend up to 5 (Five) years from the date of respec�ve grant of Op�ons, unless otherwise decided by the Board/Compensa�on/ Nomina�on and Remunera�on Commi�ee.

The Board of Directors/Compensa�on/NRC Commi�ee, shall have, subject to the applicable law (and subject to a minimum ves�ng period of 1 year) the right, to vest all or part of the Unvested Op�ons in an accelerated manner from out of the op�ons granted and outstanding to the employees.

f) Exercise price or pricing formula

Exercise Price means the price, if any, payable by an employee for exercising the op�on granted to such an employee in pursuance of TPL PLASTECH ESOP 2024.

The Exercise Price shall be as may be decided by the Board/Commi�ee as is allowed under the Companies Act/SEBI (SBEB and SE) Regula�ons which in any case will not be lower than the face value of the equity shares of the Company on the date of such grant. Further the Exercise Price can be different for different set of Employees for Op�ons granted on same/different dates. The same shall be subject to any fair and reasonable adjustments that may be made on account of corporate ac�ons of the Company in order to comply with the applicable laws.

Payment of the Exercise Price shall be made by a crossed cheque or a demand dra� drawn in favour of the Company, or by any other payment methods prevalent in RBI recognized banking channels or in such other manner and subject to such procedures as the Board/Commi�ee may decide.

No amount shall be payable by the Op�on Grantee at the �me of grant. In case any amount paid/payable, if any, by the employee at the �me of the grant, ves�ng or exercise of the op�ons will be forfeited if the employee does not exercise the same within the exercise period.

g) Exercise period and process of exercise

The exercise period shall not be more than 6 (Six) years from the date of respec�ve ves�ng of Op�ons. The Op�ons granted may be exercised by the grantee at one �me or at various points of �me within the exercise period as determined by the Board of Directors/Commi�ee from �me to �me.

The vested Op�ons shall be exercisable by the Employees by a wri�en applica�on (which will include making applica�ons online using any ESOP administra�on so�ware) to the Company expressing his/her desire to exercise such Op�ons in such manner and

TPL PLASTECH LIMITED

on such format as may be prescribed by the Board of Directors/Compensa�on/Nomina�on and Remunera�on Commi�ee from �me to �me. The Op�ons shall lapse if not exercised within the specified exercise period. The Op�ons may also lapse, under certain circumstances even before the expiry of the specified exercise period.

h) Appraisal Process for determining the eligibility of Employees to the TPL PLASTECH ESOP 2024
The appraisal process for determining the eligibility of the Employee(s) will be specified by the Board of Directors/Compensa�on /Nomina�on and Remunera�on Commi�ee and will be based on criteria such as the grade of Employee, length of service, performance record, merit of the Employee, future poten�al contribu�on by the Employee and/or by any such criteria that may be determined by the Board of Director/Compensa�on/Nomina�on and Remunera�on Commi�ee.
i) Maximum number of Op�ons to be ofered and issued per Employee and in the aggregate TPL PLASTECH ESOP 2024 The maximum number of op�ons to be granted per employee per grant and in aggregate shall not exceed 40,00,000/ (Forty Lakhs).
Further, the number of Op�ons that may be granted to any iden�fied Employee(s) of the Company or of its Holding, or its Subsidiary Company or, Associate Company or Group Company (in any one year and in aggregate under TPL PLASTECH ESOP 2024 shall not be equal to or exceeding 1% of the Issued Capital (excluding outstanding warrants and conversions) of the Company at the �me of grant of Op�ons, if the prior specific approval from members of the Company through a special resolu�on to this effect is not obtained.
j) Maximum quantum of benefts to be provided per Employee under the TPL PLASTECH ESOP 2024 The maximum quantum of benefits shall refer to the maximum number of Op�ons that may be granted to each per employee, per grant and in aggregate.
No benefit other than grant of Op�ons under TPL PLASTECH ESOP 2024, and any consequen�al grant of equity shares of the Company is contemplated under TPL PLASTECH ESOP 2024. Therefore, the maximum quantum of benefits under TPL PLASTECH ESOP 2024 is the difference between the market value of the equity shares of the Company, and the exercise price of the Op�ons, as on the date of exercise.
k) Whether TPL PLASTECH ESOP 2024 is to be implemented and administered directly by the Company or through a trust The TPL PLASTECH ESOP 2024 will be implemented directly by the Company under the guidance of the Board of Directors/its Compensa�on/Nomina�on and Remunera�on Commi�ee.
l) Whether TPL PLASTECH ESOP 2024 involves new issue of shares by the Company or secondary acquisi�on by the trust The TPL PLASTECH ESOP 2024 will involve only new issue of shares by the Company.
m) The amount of loan to be provided for implementa�on of the TPL PLASTECH ESOP 2024 by the Company to the trust, its tenure, u�liza�on, repayment terms, etc. Not Applicable
n) Maximum percentage of secondary acquisi�on (subject to limits specifed under the regula�ons) that can be made by the trust for the purposes of the TPL PLASTECH ESOP 2024 Not Applicable
o) Disclosure and accoun�ng policies
The Company shall follow the laws/regula�ons applicable to accoun�ng and disclosure related to Employee Stock Op�ons, including but not limited to SEBI (SBEB and SE) Regula�ons as well as sec�on 133 of the Companies Act, the Guidance Note on Accoun�ng for Employee Sharebased Payments and/ or any relevant Accoun�ng Standards as may be prescribed by the Regulatory authori�es from �me to �me, including the disclosure requirements prescribed therein.
The Company shall make disclosures to the prospec�ve Op�on Grantees containing statement of risks, informa�on about the Company and salient features/Scheme document of the TPL PLASTECH ESOP 2024 in a format as prescribed under SEBI (SBEB and SE) Regula�ons, 2021.
The Company shall disclose details of Grant, Vest, Exercise and lapse of the Employee Stock Op�ons in the Directors’ Report or in an annexure thereof as prescribed under SEBI (SBEB and SE) Regula�ons or any other Applicable Laws as in force.
p) Method of valua�on of Op�ons
The Company will follow IFRS/IND AS/any other requirements for accoun�ng of the stock Op�ons as are applicable to the Company for the same.

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Since the Company opts for expensing of share based employee benefits using the fair value method, the following statement will not be applicable viz.

In case the Company opts for expensing of share based employee benefits using the intrinsic value intrinsic value, the difference between the employee compensa�on cost so computed and the employee compensa�on cost that shall have been recognized if it had used the fair value, shall be disclosed in the Directors’ Report and the impact of this difference on profits and on earnings per share (“EPS”) of the Company shall also be disclosed in the Directors’ Report.

q) Lockin period, if any

The Shares issued upon exercise of Op�ons shall be freely transferable and shall not be subject to any lockin period restric�on a�er such exercise. However, the Board or Commi�ee as may be authorised by the Board may, in some cases, provide for lockin of Shares issued upon exercise of Op�ons, which shall be men�oned in grant le�er issued to the Op�on Grantee.

Provided that the transferability of the Shares shall be subject to the restric�on for such period in terms of the Securi�es Exchange Board of India (Prohibi�on of Insider Trading), Regula�ons, 2015, as amended from �me to �me or for such other period as may be s�pulated from �me to �me in terms of Company’s Code of Conduct for Preven�on of Insider Trading, as and when these regula�ons applicable to the Company. r) Terms & condi�ons for buyback, if any, of specifed securi�es covered under the SEBI (SBEB and SE) Regula�ons The procedure for buyback of specified securi�es issued under SEBI (SBEB and SE) Regula�ons, if to be undertaken at any �me by the company and the applicable terms and condi�ons, including:

(i) permissible sources of financing for buyback;
(ii) any minimum financial thresholds to be maintained by the company as per its last financial statements; and
(iii) limits upon quantum of specified securi�es that the company may buyback in financial year.
For the purpose of this Clause, specified securi�es means as defined under the Securi�es and Exchange Board of India (Buyback of Securi�es) Regula�ons, 2018;

s) Rights of the Op�on holder

The Employee shall not have right to receive any dividend or to vote or in any manner enjoy the benefits of a shareholder in respect of the Op�on granted to him, �ll shares are allo�ed upon exercise of Op�on.

t) Consequence of failure to exercise Op�on

All unexercised Op�ons shall lapse if not exercised on or before the exercised period ends.

Any amount paid/payable, if any, by the employee at the �me of the grant, ves�ng or exercise of the op�ons will be forfeited if the employee does not exercise the same within the exercise period.

u) Cer�fcate from Secretarial Auditors

The Board of Directors shall at each annual general mee�ng place before the shareholders a cer�ficate from the secretarial auditors of the Company that the scheme(s) has been implemented in accordance with the prescribed regula�ons and in accordance with the resolu�on of the Company in the general mee�ng.

v) Terms of the scheme:

1) The Company shall not vary the terms of the TPL PLASTECH ESOP 2024 in any manner, which may be detrimental to the interests of the Op�on grantees. Provided that the Nomina�on and Remunera�on Commi�ee shall be en�tled to vary the terms of the TPL PLASTECH ESOP 2024 to meet any regulatory requirements without seeking shareholder’s approval by special resolu�on in terms of regula�on 7 of SEBI (SBEB and SE) Regula�ons.
2) Subject to clause (a) of subrule (5) of Rule 12 of Companies SCD Rules and relevant regula�on of SEBI (SBEB and SE) Regula�ons, 2021, the Company may by special resolu�on in a general mee�ng vary the terms of the scheme offered pursuant to an earlier resolu�on of the general body but not yet exercised by the Employee provided such varia�on is not prejudicial to the interests of the Op�on grantees.
3) The no�ce for passing special resolu�on for varia�on of terms of the TPL PLASTECH ESOP 2024 scheme shall disclose full details of the varia�on, the ra�onale therefore and the details of the Op�on grantees who are beneficiaries of such varia�on.
4) The Company may reprice the Op�ons as the case may be which are not exercised, whether or not they have been vested if the terms of the grants were rendered una�rac�ve due to fall in the price of the shares in the stock market; provided that

TPL PLASTECH LIMITED

the Company ensures that such repricing shall not be detrimental to the interest of the Op�on grantees and approval of the shareholders in general mee�ng has been obtained for such repricing.

w) Transferability of Employee Stock Op�ons:

1) The Op�ons granted to an Employee shall not be transferable to any person and shall not be pledged, hypothecated, mortgaged or otherwise alienated in any manner. However, in the event of the death of the Op�on grantee, the right to exercise all the Op�ons granted to him �ll such date shall be vest in his legal heirs or nominees.
2) In the event of resigna�on or termina�on of the Op�on grantee, all the Op�ons which are granted and yet not vested as on that day shall lapse.
3) In the event that an Op�on grantee who has been granted benefits under a TPL PLASTECH ESOP 2024 scheme is transferred or deputed to holding company or its subsidiary company or associate company or group company (present or future) prior to ves�ng or exercise, the ves�ng and exercise as per the terms of grant shall con�nue in case of such transferred or deputed Employee, even a�er the transfer or deputa�on.

x) Other terms

The Board/Compensa�on/Nomina�on and Remunera�on Commi�ee shall have the absolute authority to vary, modify or alter the terms of the TPL PLASTECH ESOP 2024 in accordance with the Companies Act, 2013, as amended read with rules made thereunder, any regula�ons and guidelines as prescribed by the SEBI or regula�ons that may be issued by any appropriate authority, from �me to �me, unless such varia�on, modifica�on or altera�on is detrimental to the interest of the Op�on grantees.

The Board of Directors or Compensa�on/Nomina�on and Remunera�on Commi�ee may, if it deems necessary, modify, change, vary, amend, suspend or terminate the TPL PLASTECH ESOP 2024, subject to compliance with the applicable laws and regula�ons.

The shares may be allo�ed directly to the Op�on grantees in accordance with the TPL PLASTECH ESOP 2024 and such TPL PLASTECH ESOP 2024 may also contain provisions for providing financial assistance to the Employees to enable the Employees to acquire or subscribe to the shares.

Consent of the members is sought pursuant to the provisions of sec�on 62 (1) (b) and all other applicable provisions, if any, of the Companies Act, 2013, as amended and as per the requirement of regula�on 6 of the SEBI (SBEB and SE) Regula�ons.

By Order of the Board For TPL Plastech Limited

Hemant Soni

VPLegal, Company Secretary & Compliance Officer

Registered Office:

102, 1st Floor, Centre Point, Somnath Daman Road, Somnath, Dabhel, Nani Daman, Dadra and Nagar Haveli and Daman and Diu, (U.T) – 396210 CIN: L25209DD1992PLC004656

Place: Mumbai Date: August 09, 2024

AI assistant

TPL Plastech Limited — AGM Information 2024

61273_rns_2024-08-31_4f6b4a2c-3e3a-4dde-8c58-4582c9fbdb48.pdf

NOTICE

ORDINARY BUSINESS:

1. Adop�on of Audited Financial Statements

2. Declara�on of Dividend

3. Appointment of Director re�ring by rota�on

SPECIAL BUSINESS:

4. Appointment of Mr. Mahinder Kumar Wadhwa (DIN: 00064148) as a Non­Execu�ve Non­Independent Director of the Company

5. Appointment of Mr. Sanjaya Kulkarni (DIN: 00102575) as a Non­Execu�ve Non­Independent Director of the Company

6. Introduc�on and Implementa�on of “TPL Plastech Limited ­ Employee Stock Op�on Plan 2024” – (“TPL PLASTECH ­ ESOP 2024”)

TPL PLASTECH LIMITED

Registered Office:

Place: Mumbai

Notes

TPL PLASTECH LIMITED

Login method for Individual shareholders holding securi�es in demat mode is given below:

Individual Shareholders holding securi�es in demat mode with NSDL:

METHOD 1 ­ If registered with NSDL IDeAS facility

Users who have registered for NSDL IDeAS facility:

TPL PLASTECH LIMITED

OR

User not registered for IDeAS facility:

METHOD 2 ­ By directly visi�ng the e­vo�ng website of NSDL:

Individual Shareholders holding securi�es in demat mode with CDSL:

METHOD 1 – From Easi/Easiest

Users who have registered/ opted for Easi/Easiest

Users not registered for Easi/Easiest

METHOD 2 ­ By directly visi�ng the e­vo�ng website of CDSL.

Cast your vote electronically:

TPL PLASTECH LIMITED

METHOD 1 ­ VOTES ENTRY

VOTES UPLOAD:

Helpdesk:

Helpdesk for Individual shareholders holding securi�es in physical form/ Non­Individual Shareholders holding securi�es in demat mode:

Helpdesk for Individual Shareholders holding securi�es in demat mode:

Forgot Password:

Individual shareholders holding securi�es in physical form has forgo�en the password:

TPL PLASTECH LIMITED

Ins�tu�onal shareholders (“Corporate Body/Custodian/Mutual Fund”) has forgo�en the password:

Individual Shareholders holding securi�es in demat mode with NSDL/ CDSL has forgo�en the password:

GENERAL INSTRUCTIONS

PROCESS AND MANNER FOR ATTENDING THE THIRTY ­ FIRST AGM THROUGH INSTAMEET

Or

TPL PLASTECH LIMITED

TPL PLASTECH LIMITED

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 4

Appointment of Mr. Mahinder Kumar Wadhwa (DIN: 00064148) as a Non­Execu�ve Non­Independent Director of the Company

TPL PLASTECH LIMITED

Item No. 5

Appointment of Mr. Sanjaya Kulkarni (DIN: 00102575) as a Non­Execu�ve Non­Independent Director of the Company

Brief Profile of Mr. Sanjaya Kulkarni

Item No. 6 and 7

TPL PLASTECH LIMITED

Major details of the TPL PLASTECH ­ ESOP 2024 are as given below: ­

­ a) Brief Descrip�on of the TPL PLASTECH ESOP 2024 scheme is given as under

b) The total number of op�ons to be granted

TPL PLASTECH LIMITED

d) Requirements of ves�ng and period of ves�ng

e) Maximum period within which the op�ons shall be vested

f) Exercise price or pricing formula

g) Exercise period and process of exercise

TPL PLASTECH LIMITED

q) Lock­in period, if any

s) Rights of the Op�on holder

t) Consequence of failure to exercise Op�on

u) Cer�fcate from Secretarial Auditors

v) Terms of the scheme:

TPL PLASTECH LIMITED

w) Transferability of Employee Stock Op�ons:

x) Other terms

Registered Office:

More from TPL Plastech Limited

TPL Plastech Limited AGM Information 2024

4. Appointment of Mr. Mahinder Kumar Wadhwa (DIN: 00064148) as a NonExecu�ve NonIndependent Director of the Company

5. Appointment of Mr. Sanjaya Kulkarni (DIN: 00102575) as a NonExecu�ve NonIndependent Director of the Company

6. Introduc�on and Implementa�on of “TPL Plastech Limited Employee Stock Op�on Plan 2024” – (“TPL PLASTECH ESOP 2024”)

METHOD 1 If registered with NSDL IDeAS facility

METHOD 2 By directly visi�ng the evo�ng website of NSDL:

METHOD 2 By directly visi�ng the evo�ng website of CDSL.

METHOD 1 VOTES ENTRY

Helpdesk for Individual shareholders holding securi�es in physical form/ NonIndividual Shareholders holding securi�es in demat mode:

PROCESS AND MANNER FOR ATTENDING THE THIRTY FIRST AGM THROUGH INSTAMEET

Appointment of Mr. Mahinder Kumar Wadhwa (DIN: 00064148) as a NonExecu�ve NonIndependent Director of the Company

Appointment of Mr. Sanjaya Kulkarni (DIN: 00102575) as a NonExecu�ve NonIndependent Director of the Company

Major details of the TPL PLASTECH ESOP 2024 are as given below:

a) Brief Descrip�on of the TPL PLASTECH ESOP 2024 scheme is given as under

q) Lockin period, if any