As on: Sep 24, 2026 05:27 AM
Dear Members,
Your Directors present their Thirty Third Annual Report and the Audited Financial Statement for the year ended March 31, 2026.
The Company's financial performance for the year under review along with previous year's figures is given hereunder:
(? in Lakhs)
The Company continues its journey of delivering value to its customers. It adopted several significant external benchmarks and certifications. Tokyo Plast International Limited is certified under various standards to meet the clients' demands & enhanced value delivery.
With our work ethics meeting highest International standards and the quality proven products, remarkable performance, Tokyo Plast International Limited has been awarded with ISO 9000:2008 certificate, further acknowledging the company's creditworthiness in the Thermo ware /plastic Houseware Industry.
A detailed review of the progress and the future outlook of the Company and its business, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchange are presented in a separate section forming part of the Annual Report.
The Company is engaged in the manufacture of Thermo Food Containers and coolers. The net receipt from operations during the year under review were Rs. 7931.35 Lakhs as against Rs. 7247.43 Lakhs in the previous year.
The Profit after tax is Rs. 140.98 lakhs as against Rs. 132.41 lakhs in the previous year.
Profit for the year i.e. Rs. 140.98/- Lakhs and Other Comprehensive Income for the year i.e. Rs. 52.37/- Lakhs has been transferred to Reserves.
The Board of Directors thought it prudent not to recommend any Dividend for the financial year ended 31 March, 2026.
As on March 31, 2026, the Authorized Share Capital of the Company is ?25,00,00,000 (Rupees Twenty-Five Crores only) comprising 1,10,00,000 Equity Shares of ?10 each and 14,00,000 Preference Shares of ?100 each.
The Paid-up Share Capital of the Company stands at ?9,50,14,000 (Rupees Nine Crores Fifty Lakhs Fourteen Thousand only) divided into 95,01,400 equity shares of ?10 each.
During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options or sweat equity or warrants.
The details of unpaid and unclaimed dividends lying with the Company as on March 31, 2026, have been uploaded on the Company's website and can be accessed at the following link: .
In accordance with the provisions of Section 124(5) and Section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, dividend amounts that remain unclaimed for a period of seven consecutive years, along with the corresponding shares, are required to be transferred to the IEPF.
The Company had previously transferred the unclaimed dividends and corresponding shares for the financial year 2016-2017 to the IEPF Authority upon completion of the statutory seven-year period. The details of these transfers are available on the IEPF website at: .
Members may kindly note that after such transfer, both the unclaimed dividends and the shares can be claimed back from the IEPF Authority by following the prescribed procedure.
Concerned shareholders are advised to:
Refer to the Company's Shareholders' Reference Guide available at:
Or contact our Registrar and Transfer Agent - MUFG Intime India Private Limited.
IEPF Disclosure as per the SS-4:
a. details of the transfer/s to the IEPF made during the year as mentioned below: During the year under review, no amount of unclaimed/unpaid dividend or corresponding shares were required to be transferred to the Investor Education and Protection Fund (IEPF). b. details of the resultant benefits arising out of shares already transferred to the IEPF; NA c. year wise amount of unpaid/unclaimed dividend lying in the unpaid account up to the Year and the corresponding shares, which are liable to be transferred to the IEPF, and the due dates for such transfer; NA d. the amount of donation, if any, given by the company to the IEPF; NA e. such other amounts transferred to the IEPF, if any, during the year: NA
a. Retirement & re-appointment of Director
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Priyaj Haresh Shah (DIN: 08828464), Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.
The Board recommends his re-appointment for the approval of the members.
The term of Mr. Velji Lakhadir Shah as Managing Director expired on 20 May, 2025, keeping in view his expertise and skills and pursuant to recommendation of Nomination and Remuneration Committee, Mr. Velji Lakhadir Shah has been reappointed as Managing Director for the term of the 3 years w.e.f 21 May, 2025.
Mr. Viraj Devang Vora (DIN: 08448823) has been re-appointed as an Independent Director for a second term of five consecutive years, commencing from 29th September 2025 to 28th September 2030.
Ms. Jinali Rushin Modi (DIN: 07533545) was appointed by the Board as an Additional Director (Independent Non-Executive Woman Director) with effect from 29th September 2025, for a first term of five consecutive years
Completion of tenure:
Mrs. Jagruti Mayurbhai Sanghavi (DIN: 07144651) ceased to be an Independent Director upon the completion of her tenure on 29th September 2025. The Board places on record its appreciation for her valuable contributions.
In accordance with the provisions of Section 203 of the Companies Act, 2013, the following persons are designated as Key Managerial Personnel of the Company:
*Ms. Sonal Gandhi was appointed as the Company Secretary and Compliance Officer w.e.f. May 16, 2025; Subsequent to the closure of the financial year, she resigned from the said position with effect from July 31, 2026.
The Company has adopted a Nomination and Remuneration Policy in accordance with the provisions of Section 178(3) of the Companies Act, 2013.
During the year under review, there was no change in the Nomination and Remuneration Policy
b. Manner of Formal Evaluation of Board, Committees and Individual Directors
In accordance with the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, a formal evaluation of the Board, its Committees and individual Directors was carried out during the year under review. The Independent Directors, in their meeting held on 15th October 2025, evaluated the performance and of the Board, Committees, the Chairman, and Non-Independent Directors based on the criteria adopted by the Nomination, Remuneration and Compensation Committee.
The evaluation of Independent Directors was done by the Board, excluding the Independent Director being evaluated. The Board expressed satisfaction with the evaluation outcomes, reflecting a high level of engagement by the Board and its Committees.
During the Financial year 2025-26, the Board met Ten (10) times. The details of the Board Meetings, including attendance, are disclosed in the Corporate Governance Report as provided in this Report.
f. Committees of the Board
Currently, the Board has Four committees: The Audit Committee, the Nomination and Remuneration Committee, Corporate Social Responsibility Committee and the Stakeholders' Relationship Committee.
The details of the committees of Board are detailed in the Corporate governance report which forms a part of the Annual Report.
In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Corporate Governance Report, along with a Certificate issued by Mr. Virendra Bhatt, Practicing Company Secretary (Membership No.: 1157), confirming compliance with the conditions of Corporate Governance and certifying that none of the Directors on the Board of the Company have been disqualified or debarred by SEBI, the Ministry of Corporate Affairs, or any other regulatory authority, forms part of this Report.
Further, in compliance with the requirements of Regulation 17(8) of the Listing Regulations, a certificate duly signed by the Managing Director and Chief Financial Officer of the Company, confirming the correctness of the financial statements and the adequacy of internal controls, was placed before the Board. This certificate is also annexed to the Corporate Governance Report.
All the Directors and Senior Management personnel of the Company have affirmed compliance with the Code of Conduct applicable to them for the financial year under review. A declaration to this effect, signed by the Managing Director, is included as part of the Corporate Governance Report.
In terms of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Board's Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Board's Report as Annexure A.
Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. Any Member interested in obtaining such information may write their e-mail to info@tokyoplast.com
Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:
a. in the preparation of the annual accounts for the year ended 31 March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period; c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d. they have prepared the annual accounts on a going concern basis; e. they have laid down internal financial controls in the company that are adequate and were operating effectively; they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.
Pursuant to the provisions of Section 139 of the Companies Act 2013 read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s U B G & Company Chartered Accountant, (Firm Registration No. 141076W), were appointed as Statutory Auditors of the Company to hold office from the conclusion of the Twenty-Ninth Annual General Meeting (AGM) held on 30 September, 2022 till the conclusion of the Thirty fourth Annual General Meeting of the Company to be held in the financial year 2027.
Accordingly, M/s U B G & Company, Chartered Accountants, shall continue to act as Statutory Auditors of the Company until the conclusion of 34th Annual General Meeting. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company under the provisions of the Act and have issued a report on the financial statements of the Company for the financial year ended 31st March, 2026, which forms part of this Annual Report.
Pursuant to Section 138 of the Companies Act 2013, the Board of Directors has appointed R. C. K. & Co., Cost Accountants FRN: 002587 as Internal Auditor of the Company for conducting the Internal Audit of the Company.
The Board has appointed Ashika Shetty, Practicing Company Secretary (Membership No.: 46804), as the Secretarial Auditor of the Company in accordance with the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Board's Explanation to the Secretarial Auditor's Observations:
Pursuant to Section 134(3)(f) of the Companies Act, 2013, the Board provides the following explanations to the observations made by the Secretarial Auditor in her report:
Delay in CS Appointment (Reg 6(1A)): The delay was primarily due to the time taken to identify and onboard a suitable candidate with the requisite expertise. The vacancy has since been filled, and the connotation fine levied by the Stock Exchange has been duly paid.
Calcutta Stock Exchange (CSE) Delisting: Regarding the long-pending delisting application made in 1999, the CSE had previously been debarred by SEBI. Following a court stay, the exchange issued notices for past dues, which the Company has paid to protect promoter accounts. The Company is actively pursuing the formal conclusion of the delisting process.
Delay in Reg 74(5) Filing: The inadvertent delay occurred due to a transitional administrative oversight. The Company has implemented a stringent compliance tracking mechanism to ensure strict adherence to all depository timelines.
Publication in Regional Language: The publication of financials in the English language in the regional newspaper was a procedural oversight. Instructions have been issued to the advertising agencies to ensure future publications are strictly translated into Gujarati.
Trading Window Intimation: While the trading window was effectively closed internally on April 1, 2025, the formal intimation to the exchange was delayed due to administrative reasons. The compliance checklist has been updated to trigger automated intimations.
Promoter Dematerialization: The process of dematerializing the physical shares held by Mr. Haresh V. Shah was delayed due to documentation mismatches. The process is currently in the final stages of completion with the RTA and Depository.
PIT Disclosures (Reg 7(2)): The lapse in disclosure was an inadvertent omission. The Compliance Officer has conducted a sensitization session for all Promoters and connected persons regarding prompt PIT disclosures.
SDD Software Inaccessibility: The inability to access the Structured Digital Database during the audit was due to a temporary, localized server outage. The system is fully operational, encrypted, and complies with SEBI (PIT) Regulations.
The Secretarial Audit Report for the financial year ended March 31, 2026, is annexed to this Report as Annexure B.
The Company has adequate internal controls in place at various functional level and does not foresee any major risk such as financial, credit, legal, regulatory and other risk keeping in view the nature and size of its business.
The financial statements of the Company for the year ended 31 March 2026 have been prepared in
accordance with the applicable Indian Accounting Standards (Ind AS) as recommended by the Institute of Chartered Accountants of India (ICAI) and prescribed by the Central Government from time to time.
As on 31 March 2026, the Company has One (1) Wholly Owned Subsidiary:
Pinnacle Drinkware Private Limited
Financial Summary of Pinnacle Drinkware Private Limited
(Amount in Rs. lakhs)
The financial extract of the subsidiary in form AOC 1 is annexed as Annexure C.
Note: Subsequent to the financial year under review, the Company incorporated a second Wholly Owned Subsidiary named Pinnacle Brands Private Limited on August 5, 2026.
The Board of Directors has adopted a comprehensive Internal Financial Controls Policy to ensure the orderly and efficient conduct of the business, including adherence to the Company's policies and procedures. The internal financial control system is found to be adequate and is operating effectively.
All Related Party Transactions entered into by the Company during the financial year were in the ordinary course of business and on an arm's length basis, and in compliance with the applicable provisions of the Act and the Listing Regulations.
The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board is available on the Company's website and can be accessed at: .
The details of Related Party Transactions entered into by the Company are annexed hereto in form AOC-2 as Annexure D.
Further, the details of related party transactions as per Indian Accounting Standard (Ind AS) 24 are disclosed in the Notes to the Financial Statements.
Details of transactions entered by the Company with non-executive Directors
Only one transaction was entered into by the Company with non-executive directors during the year under review i.e.; Sitting fees paid to Non-Executive Directors for attending Board meetings, the details of which are provided in Annexure A.
In compliance with the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism/Whistle Blower Policy. This mechanism provides a formal channel for directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud, or violation of the Company's Code of Conduct. The policy ensures adequate safeguards against victimization of persons who use such mechanisms and provides direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.
The details of the Vigil Mechanism Policy are available on the Company's website at: .
The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace.
The Company is committed to providing a safe and conducive work environment to all its employees and associates. All women employees whether permanent, temporary or contractual are covered under the above policy.
Details of complaints received during the year under review under POSH Act are as under: a. number of complaints of sexual harassment received during the financial year: None b. number of complaints disposed of during the financial year: NA c. number of complaints pending as on end of the financial year: None d. number of complaints pending for more than ninety days: None
Details of loans, guarantees, and investments covered under the provisions of Section 186 of the Act form part of the notes to the Standalone Financial Statements.
MATERNITY BENEFIT ACT 1961:
The Company has complied with all the provisions of the Maternity Benefit Act, 1961.
Industrial relations have been cordial at all the manufacturing units of the Company
In accordance with Section 92(3) and Section 134(3)(a) of the Act, the Annual Return for the financial year 2025-26 has been uploaded on the Company's website and can be accessed at:
The Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.
The required information under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption, and foreign exchange earnings and outgo is annexed as Annexure E to this Report.
The Management Discussion and Analysis Report for the financial year under review, as required under the Listing Regulations, is annexed as Annexure F to this Report.
The Provisions and Rules of Corporate Social Responsibility (CSR) pursuant to Section 135 of the Companies Act, 2013 read with Schedule VII and (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the company.
Pursuant to Regulation 43A of the Listing Regulations, the Company has formulated a Dividend Distribution Policy, which is available on its website: .
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT
The Company has incorporated a new Wholly Owned Subsidiary named Pinnacle Brands Private Limited on August 5, 2026. Except for this, there have been no other material changes and commitments affecting the financial position of the Company between the end of the financial year (March 31, 2026) and the date of this Report.
The Board of Directors confirms that the Company has made and maintained the cost accounts and records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, for the financial year under review.
Your Directors confirm that no disclosure or reporting is required in respect of the following items, as there were no transactions/events relating to them during the year under review:
a) Acceptance of deposits covered under Chapter V of the Act b) Change in the nature of the Company's business a) Significant or material orders passed by Regulators or Courts impacting the Company's going concern status b) Reporting of frauds by the Auditors under Section 143(12) of the Act c) Any application or proceeding under the Insolvency and Bankruptcy Code, 2016 d) One-time settlement of loans from banks or financial institutions e) No Remuneration received by the Managing or Whole time Director from Subsidiary Company.
Further, the Company does not have any Holding Company
All Independent Directors of the Company have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. In the opinion of the Board, the Independent Directors fulfil the conditions of independence. The Independent Directors have also affirmed that they have complied with the Company's Code of Business Conduct. In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company's businesses for effective functioning, which are detailed in the Report on Corporate Governance.
In the opinion of the Board, the Independent Directors is Independent of the management, possess the requisite integrity, experience, expertise, proficiency, and qualifications. The details of remuneration paid to the members of the Board is provided in the Report on Corporate Governance.
The Board places on record its appreciation for the dedicated efforts and contribution of employees at all levels. The Directors also extend their gratitude to all stakeholders, including customers, suppliers, bankers, regulatory authorities, and Members, for their continued support and confidence in the Company.
For and on Behalf of the Board of Directors
Sd/-
Velji L. Shah Chairman & Managing Director DIN: 00007239
Place : Mumbai Date : 05th September, 2026
ANNEXURE TO BOARD'S REPORT
ANNEXURE - A
Ratio of remuneration of each Director to the median remuneration of employees of the Company for the Financial year 2025-26, percentage increase of remuneration of each director and percentage increase in remuneration paid to whole-time directors:
Ms. Jagruti Mayurbhai Sanghavi (DIN: 07144651) ceased to be an Independent Director upon the completion of her tenure on 29th September 2025. Ms. Jinali Rushin Modi (DIN: 07533545) was appointed by the Board as an Additional Director (Independent Non-Executive Woman Director) with effect from 29th September 2025, for a first term of five consecutive years
Note: - Ms. Jinali Rushin Modi voluntarily opted to waive her entitlement to receive sitting fees for attending the Board and Committee meetings during the financial year 2025-26.
Percentage of increase in the median remuneration of the employees for the financial year: -11.79 %
No. of permanent employees on the role of the Company: 377 Employees
Details of Top 10 employees on the basis of their remuneration:
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