Directors Report of Anuroop Packaging Ltd.

Mar 31, 2025

The Board of Directors hereby submits the 30^th Annual report of the business and operations of your Company (“the
Company”), along with the audited financial statements, for the financial year ended March 31, 2025. The consolidated
performance of the Company and its subsidiary has been referred to wherever required.

1. RESULTS OF OUR OPERATIONS AND STATE OF AFFAIRS:

The financial results of our company, on Standalone & Consolidated basis, for the year ended March 31, 2025 is
summarized below: -

(Figures in Lakhs)

Particulars	Standalone Current Year as on 31.03.2025	Consolidated Current Year as on 31.03.2025	Standalone Previous Year as on 31.03.2024	Consolidated Previous Year as m 31.03.2024
Revenue from operations	390.86	1832.68	1361.58	2784.86
Other Income	56.79	153.39	20.37	84.47
Total Income	447.65	1986.07	1381.95	2869.33
Less: Depreciation & Amortization	21.27	107.17	21.55	81.75
Less: Expenditure	343.11	1304.54	1197.68	2278.91
Profit before Tax PBT)	83.27	574.36	162.72	508.67
Less: Tax (including deferred tax)	20.86	170.06	42.07	100.80
Profit After Tax PAT)	62.41	404.29	120.65	407.87
Earning Per Equity Share	0.57	3.65	1.13	3.84

2. BUSINESS OVERVIEW:

STANDALONE (All the figures mentioned herewith below are in Lakhs).

The Company’s Standalone revenue from operations for F.Y. 2024-25 is ^ 390.86 as compared to ^ 1361.58 of the
previous year. The Company has earned a net profit of ^ 62.41 as against ^ 120.65 in previous financial year.

CONSOLIDATED

The Company’s Consolidated revenue from operations for FY 2024-25 is ^ 1832.68 as compared to ^ ^ 2784.86 of the
previous year. The company has earned a net profit of ^ 404.29 as against ^ 407.87 in previous financial year.

3. SUBSIDIARY COMPANY AND FINANCIAL DETAILS:

During the year, the Board of Directors reviewed the affairs of the subsidiary Company. In accordance with Section
129(3) of the Act, we have prepared the Consolidated financial statements of the Company, which form part of this
Annual Report.

Further, a statement containing the salient features of the financial statements of our subsidiaries in the prescribed
format AOC-1 is appended as “Annexure - A”. to the Board’s report. The statement also provides details of the

performance and financial position of the subsidiary, along with the changes that occurred, if any.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial
statements and related information of the Company and audited accounts of its subsidiary, are available on our website,
at https://anurooppackaging.com/

4. APPROPRIATIONS:

a. Transfer to Reserves:

The Board of Directors have not proposed to transfer any amount to any Reserve. Therefore, entire profit earned
during the financial year 2024-25 have been retained in profit and loss account.

b. Dividend: -

Considering the future requirement of the funds, your director think it prudent not to recommend any Dividend for
Financial Year 2024-2025.

5. SHARE CAPITAL: -

During the financial year ended 2024-2025, the share capital of the Company underwent the following changes:

1. Authorized Share Capital

The Authorized Share Capital of the Company was ^ 11,00,00,000/-(Rupees Eleven Crores Only) comprising of

1.10.00. 000 (Rupees One Crore Ten Lakh) Equity Shares of ^ 10/-/- (Rupees Ten Only) each. During the year, the
Authorized Share Capital was increased to ^ 16,00,00,000/- (Rupees Sixteen Crores Only) divided into

1.60.00. 000 (Rupees One Crore Sixty Lakh) Equity shares of Face Value of ^ 10/- (Rupees Ten Only) each by
addition of ^ 5,00,00,000 (Rupees Five Crore) to the Capital of the Company in the Annual General Meeting held
on September 09, 2024.

2. Issued, Subscribed and Paid-Up Share Capital

The Issued, Subscribed and Paid-Up Share Capital of the Company as on date is 11,05,30,000 (Eleven Crore Five
Lakh Thirty Thousand) divided into 1,10,53,000 (One Crore Ten Lakhs Fifty -Three Thousand Only) Equity Shares
of ^ 10(Rupees Ten Only) each/-.

Changes during the year include:

o [Issuance of Equity Shares]: The Company issued 3,90,000 (Three Lakh Ninety Thousand) Equity
Shares of face value of ?10/- (Indian Rupees Ten only) each at a premium of ^ 30 (Indian Rupees Thirty
only) on Preferential Basis to persons belonging to the Non-Promoter Category; following receipt of the
Equity Share subscription consideration amounting to ? 1,56,00,000.

o [Issuance of Warrants]: The Company issued 12,35,000 (Twelve Lakh Thirty-Five Thousand) Warrants
convertible into Equity Shares of face value of ^ 10/- (Indian Rupees Ten only) each at a premium of ^ 30/
- (Indian Rupees Thirty only) on Preferential Basis to persons belonging to the Promoter and Non¬
Promoter Category; following receipt of 25% of the issue price per Warrant as upfront payment (“Warrant
Subscription Price”) amounting to ? 1,23,50,000 (One Crore Twenty-Three Lakh Fifty Thousand Only).

6. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of Companies Act, 2013 and Rule 12 of Companies (Management
& Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 for FY 2024-25 is available on the
website of the Company at: https://anurooppackaging.com/

7. CHANGE IN THE NATURE OF BUSINESS:

There was no change in nature of the business during the financial year 2024-25.

8. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL RETIREMENT BY ROTATION AND SUBSEQUENT
RE-APPOINTMENT:

Pursuant to provisions of Companies Act, 2013 (‘Act’) and the Articles of Association of the Company, Mrs. Shweta

Sharma (DIN: 06829309) is liable to retire by rotation in the ensuing Annual General Meeting and being eligible, have
offered her candidature for re-appointment. The Nomination and Remuneration Committee and Board of Directors have
recommended her re-appointment for the approval of the shareholders of the Company in the forthcoming Annual
General Meeting of the Company. Brief resume, nature of expertise, disclosure of relationship between directors inter¬
se, details of directorships and committee membership held in other companies of the Directors proposed to be
appointed / re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and
Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM. Key Managerial
Personnel - Mr. Akash Amarnath Sharma (DIN: 06389102), Managing Director (MD), Mr. Akshay Amarnath Sharma,
Chief Financial Officer and Mrs. Pooja Ketan Shah, Company Secretary are the Key Managerial Personnel of the
Company as on March 31,2025.

9. CHANGE IN DIRECTORATE:

The Board of Directors wishes to report the following changes in the composition of the Board during the Financial Year
2024-2025: -

Resignation:

Mr. Satish Sharma [DIN: 08664726] Non-Executive Independent Director, has tendered his resignation from the Board
with effect from August 08, 2024, due to his other professional commitments. The Board places on record its sincere
appreciation for the valuable contributions made by Mr. Satish Sharma during his tenure.

Appointment:

The Board is pleased to announce the appointment of Mr. Jash Vyas as a Non-Executive Independent Director, effective
September 09, 2024. Mr. Jash Vyas brings with him his extensive experience in risk advisory, internal audits, and
corporate strategy which is expected to add significant value to the deliberations of the Board.

These changes are in line with the Company''s ongoing efforts to maintain robust governance standards and ensure an
optimal mix of skills and experience within the Board.

10. DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has, inter alia, received the following declarations from all the Independent Directors confirming that:

• they meet the criteria of independence as prescribed under the provisions of the Act, read with the Rules made
thereunder, and the SEBI Listing Regulations. There has been no change in the circumstances affecting their status
as Independent Directors of the Company;

• they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

• they have registered themselves with the Independent Director’s Database maintained by the Indian Institute of
Corporate Affairs.

• In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and
hold high standards of integrity required to discharge their duties with an objective independent judgment and
without any external influence.

11. MEETINGS OF THE BOARD, BOARD EVALUATION, TRAINING AND FAMILIARISATION PROGRAMME & VIGIL
MECHANISM:

During the year, eleven (13) meetings of the Board of Directors were held. The details of meetings held, Director’s
attendance, training and familiarization programme and Annual Board Evaluation process for Directors, policy on
Director’s appointment and remuneration including criteria for determining qualifications, positive attributes,
independence of Director, and also remuneration for key managerial personnel and other employees, composition of
Audit Committee, establishment of Vigil Mechanism for Directors and employees, form a part of the Corporate
Governance Report of this Annual Report.

12. ENHANCED DISCLOSURES UNDER THE COMPANIES (ACCOUNTS) SECOND AMENDMENT RULES, 2025

(This section responds to Rule 8(5)(x) and (xiii) as amended, effective 14 July 2025)

a) SEXUAL HARASSMENT (POSH) COMPLIANCE

The Company has in place a policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line
with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. The Company has complied with setting up of an Internal Complaints Committee (ICC) to redress complaints
received regarding sexual harassment. The policy has set guidelines on the redressal and enquiry process that is to be
followed by complainants and the ICC, whilst dealing with issues related to sexual harassment at the work place. All
women employees (permanent, temporary, contractual and trainees) are covered under this policy. The status of
complaints is as follows:

Particulars	Number of Complaints
Complaints received during the financial year	NIL
Complaints disposed off during the financial year	NIL
Complaints pending for more than ninety days	NIL

b) COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

As required by the amended Rule 8(5)(xiii), the Company hereby confirms that it is in full compliance with the provisions
of the Maternity Benefit Act, 1961, including grant of statutory leave, medical bonus, nursing breaks, and creche
facilities (where applicable) for eligible employees.

c) EMPLOYEE DEMOGRAPHICS (GENDER-WISE HEADCOUNT)

In line with the disclosure requirements under the Companies (Accounts) Second Amendment Rules, 2025, the
Company hereby reports the gender-wise distribution of its permanent employees as on March 31,2025:

Gender	Number of Employees
Male	07
Female	14
Transgender	NIL
Total	21

The Company is committed to fostering a diverse, equitable, and inclusive workplace. As part of this commitment, we
actively promote gender representation and strive to create an environment that supports all employees irrespective of
gender identity. The Board continuously reviews and supports initiatives aimed at improving diversity at all levels within
the organization.

13. RELATED PARTY TRANSACTIONS:

AH RPTs entered during the year were in ordinary course of the business and at arm’s length basis. No Material RPTs
were entered during the year by the Company. Accordingly, the disclosure of RPTs as required under Section 134(3)(h)
for details of material contracts or arrangement or transactions at arm’s length basis is attached as AOC-2 as
“Annexure - B”. All Related Party Transactions and subsequent material modifications are placed before the Audit
Committee for its review and approval. In line with the requirements of the Act and the Listing Regulations, the Company
has formulated a Policy on Materiality of Related Party Transaction (RPT) & Dealing with Related Party Transactions
which is also available on the Company’s website at https://anurooppackaging.com/. The Policy intends to ensure that
proper reporting, approval and disclosure processes are in place for all transactions between the Company and its
Related Parties.

14. PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES:

The statement containing particulars of employees and the information as required under Section 197(12) of the Act
read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
provided in a separate annexure forming part of this report as “Annexure - C”.

15. CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions
are not applicable.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the
Notes 7 & 12 of the consolidated financial statements.

17. REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the
Audit Committee and / or Board under Section 143(12) of the Act andthe rules made thereunder.

18. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS:

Your directors confirm that the mandatory Secretarial Standards (SS-1 & SS-2) issued by the Institute of Company
Secretaries of India, have been complied with.

19. CORPORATE GOVERNANCE:

Maintaining high standards of Corporate Governance has been fundamental to the business of the Company since its
inception. A separate report on Corporate Governance as “Annexure - D”. is provided together with a Certificate from
the Practising Company Secretary and Statutory Auditor as “Annexure - E & F”, respectively; of the Company regarding
compliance of conditions of Corporate Governance as stipulated under Listing Regulations.

A Certificate of the MD and CFO as “Annexure - G”.; of the Company in terms of Listing Regulations, inter-alia,
confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control
measures and reporting of matters to the Audit Committee, is also annexed.

20. ANNUAL SECRETARIAL COMPLIANCE REPORT:

During the period under review, the Company has complied with the applicable Secretarial Standards notified by the
Institute of Company Secretaries of India. The Company has also undertaken an audit for FY 2024-25 pursuant to
Regulation 24A of the SEBI LODR Regulations. The Annual Secretarial Compliance Report has been submitted to the
Stock Exchanges on May 30, 2025 which is within 60 days of the end of the financial year ended March 31,2025.

21. STATUTORY AUDITORS AND AUDITORS'' REPORT:

In terms of provisions of Section 139 of the Act, M/s. Banka & Banka, Chartered Accountants (Firm Registration No.
100979W) were appointed at the 25^th AGM held on September 29, 2020 for a term of 5 consecutive years from the
conclusion of said AGM held on September 29, 2020 till the conclusion of the 30^th AGM. They completed one tenure of
five consecutive years and now are being re-appointed for a term the next term of five consecutive years from the
conclusion of this AGM till the conclusion of the 35^th AGM.

As the term of M/s. Banka & Banka as the Statutory Auditors of the Company expires at the conclusion of 30^th AGM, the
Board of Directors of the Company at their meeting held on August 13, 2025 based on the recommendation of the Audit
Committee, has recommended to the Members the appointment of M/s. Banka & Banka, Chartered Accountants (Firm
Registration No. 100979W), as Statutory Auditors of the Company. The proposed appointment is for a term of 5 (five)
consecutive years from the conclusion of 30^th AGM till the conclusion of the 35^th AGM on payment of such remuneration
as may be mutually agreed upon between the Board of Directors and the Statutory Auditors, from time to time.

Accordingly, an Ordinary Resolution, proposing appointment of M/s. Banka & Banka, as the Statutory Auditors of the
Company for a term of five consecutive years pursuant to Section 139 of the Act, forms part of the Notice of the 30^th
AGM of the Company. The Company has received the written consent and a certificate that M/s. Banka & Banka; satisfy
the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the
applicable provisions of the Act and rules framed thereunder.

22. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, on the
recommendation of the Audit Committee; M/s Bhatia Bhandari & Associates., Chartered Accountant (Registration No.
146499W) were appointed as the Internal Auditors of your Company for the financial year 2024-25. The Company has
in place adequate internal financial controls with reference to financial statements.

23. SECRETARIAL AUDITORS:

The Company had appointed Alpi Nehra & Associates; Practicing Company Secretary as Secretarial Auditor to conduct
secretarial audit for FY 2024-2025. The Secretarial Audit report does not contain any qualification, reservation, disclaimer
or adverse remark. The Secretarial Audit Report is annexed as “Annexure - H” to this report.

Yuktrath Advisory Limited (Formerly known as Sara Solutions Limited) is a material subsidiary of the Company, pursuant
to Regulation 16(1 )(c) of the Listing Regulations. A copy of the Secretarial Audit Report of the Company is provided in
“Annexure - I” to this report. It does not contain any qualification, reservation, adverse remark or disclaimer.

In terms of the Listing Regulations, with effect from April 1,2025, a listed entity is required to seek shareholders'' approval
for appointment of Secretarial Auditor.

Accordingly, the Board, upon the recommendation of the Audit Committee, has approved and recommended the
appointment of M/s Alpi Nehra & Associates, Practising Company Secretaries as Secretarial Auditor of the Company
(Membership No. - 38011, COP No. - 14202) for a first term of 5 years commencing from FY 2025-2026. Necessary
resolution for this appointment forms part of the accompanying AGM notice.

24. DISCLOSURE ON COST RECORDS MAINTENANANCE:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

25. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has proper and adequate system of internal controls to ensure that all the assets are safeguarded and
protected against losses from unauthorized use or disposition and that transactions are authorized, recorded and
reported correctly. The Company has an effective system in place for achieving efficiency in operations, optimum and
effective utilization of resources, monitoring thereof and compliance with applicable laws. The auditors have also
expressed their satisfaction on the adequacy of the internal control systems incorporated by your company.

26. LISTING OF SECURITIES IN STOCK EXCHANGES:

The Company’s Equity Shares are presently listed on Bombay Stock Exchange Limited.

27. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

Management does not perceive any material changes occurred during the financial year 2024-25 and subsequent to the
close of the financial year as of March 31,2025.

28. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

1. Conservation of Energy

• Steps taken or impact on conservation of energy - Energy conservation continues to receive priority attention at all
levels. All efforts are made to conserve and optimise use of energy with continuous monitoring, improvement in
maintenance and distribution systems and through improved operational techniques.

• Steps taken by the company for utilizing alternate sources of energy - N.A.

• Capital investment on energy conservation equipment’s - Nil

2. Technology Absorption

• Efforts made in technology absorption - The benefits derived like product improvement, cost reduction, product
development. These measures have helped in increasing the productivity and reduction in overall energy
consumption.

• In case of imported technology (imported during the last three years reckoned from thebeginning of the financial
year) - N.A.

• The expenditure incurred on Research and Development - N.A

3. Foreign exchange earnings and Outgo:

Particulars	As on 31.03.2025 (In ?)	As on 31.03.2024 (In ?)
Foreign Exchange Earnings	Nil	Nil
Foreign Exchange outgoing	Nil	Nil

29. PUBLIC DEPOSITS:

During the Financial year, Company has not accepted, invited and/or received any deposits from public within the
meaning of section 73 & 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014, as
amended from time to time.

30. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, with respect to the Director''s
Responsibilities Statement, the Directors state and hereby confirm that:

a) In the preparation of the annual accounts, 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 and loss of the Company for that period;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of this Act 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; and

e) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

f) They have laid down internal financial controls, which are adequate and are operating effectively.

31. CODE OF CONDUCT

The Company has adopted Code of Business Conduct & Ethics (“the Code”) which is applicable to the Board of
Directors, Senior Management, Key Managerial Personnel, Functional heads and all professionals serving in the roles of
finance, tax, accounting, purchase and investor relations of the Company. The Board of Directors and the members of
the Senior Management Team (one level below the Board of Directors) of the Company are required to affirm annual
Compliance of this Code. A declaration signed by the Chairman and Managing Director of the Company to this effect is
placed at the end of this report as “Annexure - J”. The Code requires Directors and Employees to act honestly, fairly,
ethically and with integrity, conduct themselves in a professional, courteous and respectful manner. The Code is
displayed on the Company’s website https://anurooppackaging.com/

32. ACKNOWLEDGMENTS:

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in
future. The Board of Directors wish to place on record its appreciation for the commitment, dedication and hard work
done by the employees of the Company and the cooperation extended by Banks, Government Authorities, Customers,
Shareholders and looks forward to a continued mutual support and co-operation.

For and on behalf of the Board of Directors of
Anuroop Packaging Limited

Date: August 13, 2025
Place: Mumbai

Sd/- Sd/-

Akash Sharma Shweta Sharma

Managing Director Director

DIN:06389102 DIN:06829309

---

Mar 31, 2024

The Board of Directors hereby submits the 29^th Annual report of the business and operations of
your Company (“the Company”), along with the audited financial statements, for the financial
year ended March 31,2024. The consolidated performance of the Company and its subsidiary
has been referred to wherever required.

1. RESULTS OF OUR OPERATIONS AND STATE OF AFFAIRS:

The financial results of our company, on Standalone & Consolidated basis, for the year ended
March 31,2024 is summarised below: -

	Particulars			Current Year as on 31.03.2024 (Figure in %)			Current Year as on 31.03.2024 (Figure in %)		Previous Year as on 31.03.2023 (Figure in %)				Previous Year as on 31.03.2023 (Figure in ?)
			Standalone			Consolidated				(Standalone)			(Consolidated)
Revenue from operations				13,61,58,114			27,84,85,695			8,02,12,601			21,79,20,574
Other Income				20,37,204			84,46,892			43,81,591			74,99,486
Total Income				13,81,95,318			28,69,32,587			8,45,94,192			22,52,20,060
	Less:
	Depreciation & Amortization			21,54,614			81,74,641			21,50,925			55,56,855
	Less: Expenditure
				11,97,68,205			22,78,91,322			6,83,71,867			18,31,54,916
	Profit before Tax (PBT)			1,62,72,499			5,08,66,625			1,40,71,399			3,67,08,289
	Less: Tax (including deferred tax)
				42,07,495			1,00,79,916			38,10,056			1,03,04,276
	Profit After Tax (PAT)			1,20,65,004			4,07,86,708			1,02,61,343			2,64,04,013
Earning Per Equity Share				1.13			3.84			0.96			2.48

2. BUSINESS OVERVIEW:
STANDALONE

The Company’s Standalone revenue from
operations for FY 2023-24 is Rs.

13,61,58,114 as compared to Rs.
8,02,12,601 of the previous year. The
company has earned a net profit of Rs.
1,20,65,004 as against 1,02,61,343 in
previous financial year.

CONSOLIDATED

The Company’s Consolidated revenue from
operations for FY 2023-24 is Rs.
27,84,85,695 as compared to Rs.
21,79,20,574 of the previous year. The
company has earned a net profit of Rs.
4,07,86,708 as against 2,64,04,013 in
previous financial year.

A detailed discussion on financial and
operation performance of the company is
given under “Management Discussion and
Analysis Report” forming part of this Annual
Report.

3. SUBSIDIARY COMPANY AND
FINANCIAL DETAILS:

During the year, the Board of Directors
reviewed the affairs of the subsidiary. In
accordance with Section 129(3) of the Act,
we have prepared the Consolidated financial
statements of the Company, which form part
of this Annual Report.

Further, a statement containing the salient
features of the financial statements of our
subsidiaries in the prescribed format AOC-1
is appended as “Annexure - A”. to the
Board’s report. The statement also provides
details of the performance and financial
position of the subsidiary, along with the
changes that occurred, during fiscal 2024.

In accordance with Section 136 of the Act,
the audited financial statements, including
the consolidated financial statements and
related information of the Company and
audited accounts of its subsidiary, are
available on our website, at
https://anurooppackaging.com/

4. APPROPRIATIONS:

a. Transfer to Reserves:

The Board of Directors have not proposed to
transfer any amount to any Reserve.
Therefore, entire profit earned during the
financial year 2023-24 have been retained in
profit and loss account.

b. Dividend: -

Considering the future requirement of the
funds, your director think it prudent not to
recommend any Dividend for Financial Year
2023-2024.

5. SHARE CAPITAL: -

During the year under review, there was no
change in the Company’s share capital. The
issued, subscribed and paid- up Equity
Share Capital of the Company is ''Rs.
10,66,30,000/- comprising of 1,06,63,000
Equity Shares of '' 10/- each.

Further, during the year under review, your
Company has neither issued any shares with
differential voting rights nor has granted any
sweat equity shares.

6. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section
134(3)(a) of Companies Act, 2013 and Rule
12 of Companies (Management &
Administration) Rules, 2014, the Annual
Return of the Company in Form MGT-7 for FY
2023-24 is available on the website of the
Company at: http://anurooppackaging.com.

7. CHANGE IN THE NATURE OF THE
BUSINESS:

There was no change in nature of the
business during the financial year 2023-24.

8. BOARD OF DIRECTORS AND KEY

MANAGERIAL PERSONNEL

RETIREMENT BY ROTATION AND
SUBSEQUENT RE-APPOINTMENT:

Pursuant to provisions of Companies Act,
2013 (‘Act’) and the Articles of Association of
the Company, Mrs. Shweta Sharma (DIN:
06829309) is liable to retire by rotation in the
ensuing AGM and being eligible, have offered
her candidature for re-appointment. The
Nomination and Remuneration Committee
and Board of Directors have recommended
her re-appointment for the approval of the
shareholders of the Company in the
forthcoming Annual General Meeting of the
Company.

Brief resume, nature of expertise, disclosure
of relationship between directors inter-se,
details of directorships and committee
membership held in other companies of the
Directors proposed to be appointed / re¬
appointed, along with their shareholding in
the Company, as stipulated under
Secretarial Standard 2 and Regulation 36 of
the Listing Regulations, is appended as an
Annexure to the Notice of the ensuing AGM.

Key Managerial Personnel - Mr. Akash
Amarnath Sharma (DIN: 06389102),
Managing Director (MD), Mr. Akshay
Amarnath Sharma, Chief Financial Officer
and Mrs. Pooja Ketan Shah, Company
Secretary are the Key Managerial Personnel
of the Company as on March 31,2024.

9. CHANGE IN DIRECTORATE:

During the year Mr. Harsh Dharod was
appointed as Additional Director on Board of
the Company on May 11, 2023 and was
regularised as Independent Director (Non¬
Executive) in the Annual General Meeting
held on September 27, 2023.

10. DECLARATION FROM

INDEPENDENT DIRECTORS:

The Company has, inter alia, received the
following declarations from all the
Independent Directors confirming that:

• they meet the criteria of
independence as prescribed under
the provisions of the Act, read with
the Rules made thereunder, and the
SEBI Listing Regulations. There has
been no change in the
circumstances affecting their status
as Independent Directors of the
Company;

• they have complied with the Code for
Independent Directors prescribed
under Schedule IV to the Act; and

• they have registered themselves with
the Independent Director’s
Database maintained by the Indian
Institute of Corporate Affairs.

• In the opinion of the Board, all
Independent Directors possess
requisite qualifications, experience,
expertise and hold high standards of
integrity required to discharge their
duties with an objective independent
judgment and without any external
influence.

11. MEETINGS OF THE BOARD, BOARD
EVALUATION, TRAINING AND
FAMILIARISATION PROGRAMME &
VIGIL MECHANISM:

During the year, eleven (11) meetings of the
Board of Directors were held. The details of
meetings held, Director’s attendance,
training and familiarisation programme and
Annual Board Evaluation process for
Directors, policy on Director’s appointment
and remuneration including criteria for
determining qualifications, positive

attributes, independence of Director, and
also remuneration for key managerial
personnel and other employees,
composition of Audit Committee,
establishment of Vigil Mechanism for
Directors and employees, form a part of the
Corporate Governance Report of this Annual
Report.

12. DISCLOSURE UNDER THE SEXUAL

HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL)
ACT, 2013:

The Company has in place a policy on
Prevention, Prohibition and Redressal of
Sexual Harassment at workplace in line with
the requirements of the Sexual Harassment
of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The
Company has complied with setting up of an
Internal Complaints Committee (ICC) to
redress complaints received regarding
sexual harassment. The policy has set
guidelines on the redressal and enquiry
process that is to be followed by
complainants and the ICC, whilst dealing
with issues related to sexual harassment at
the workplace. All women employees
(permanent, temporary, contractual and
trainees) are covered under this policy. The
Company has not received any complaints
during the year.

13. RELATED PARTY TRANSACTIONS:

All RPTs entered during the year were in
ordinary course of the business and at arm’s
length basis. No Material RPTs were entered
during the year by the Company.
Accordingly, the disclosure of RPTs as
required under Section 134(3)(h) for details
of material contracts or arrangement or

transactions at arm’s length basis is
attached as “Annexure - B”.

All Related Party Transactions and
subsequent material modifications are
placed before the Audit Committee for its
review and approval.

In line with the requirements of the Act and
the Listing Regulations, the Company has
formulated a Policy on Materiality of Related
Party Transaction (RPT) & Dealing with
Related Party Transactions which is also
available on the Company’s website at
https://anurooppackaging.com/. The Policy
intends to ensure that proper reporting,
approval and disclosure processes are in
place for all transactions between the
Company and its Related Parties.

14. PARTICULARS OF REMUNERATION
OF DIRECTORS AND EMPLOYEES:

The statement containing particulars of
employees and the information as required
under Section 197(12) of the Act read with
Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014, is provided in a separate
annexure forming part of this report as
“Annexure - C”.

15. CORPORATE SOCIAL

RESPONSIBILITY:

The Company has not developed and
implemented any Corporate Social
Responsibility initiatives as the said
provisions are not applicable.

16. PARTICULARS OF LOANS,
GUARANTEES OR INVESTMENTS
UNDER SECTION 186:

Details of loans, guarantees and
investments covered under the provisions of

Section 186 of the Act are given in the notes
to the financial statements.

17. REPORTING OF FRAUDS:

There was no instance of fraud during the
year under review, which required the
Statutory Auditors to report to the Audit
Committee and / or Board under Section
143(12) of the Act and the rules made
thereunder.

18. DISCLOSURE ON COMPLIANCE
WITH SECRETARIAL STANDARDS:

Your directors confirm that the mandatory
Secretarial Standards (SS-1 & SS-2) issued
by the Institute of Company Secretaries of
India, have been complied with.

19. CORPORATE GOVERNANCE:

Maintaining high standards of Corporate
Governance has been fundamental to the
business of the Company since its
inception. A separate report on Corporate
Governance as “Annexure - D”. is provided
together with a Certificate from the
Practising Company Secretary and Statutory
Auditor as “Annexure - E & F”, respectively; of
the Company regarding compliance of
conditions of Corporate Governance as
stipulated under Listing Regulations.

A Certificate of the MD and CFO as
“Annexure - G”.; of the Company in terms of
Listing Regulations, inter-alia, confirming
the correctness of the financial statements
and cash flow statements, adequacy of the
internal control measures and reporting of
matters to the Audit Committee, is also
annexed.

20. ANNUAL SECRETARIAL

COMPLIANCE REPORT:

During the period under review, the
Company has complied with the applicable
Secretarial Standards notified by the
Institute of Company Secretaries of India.
The Company has also undertaken an audit
for FY 2023-24 pursuant to Regulation 24A of
the SEBI LODR Regulations. The Annual
Secretarial Compliance Report has been
submitted to the Stock Exchanges on May
29, 2024, which is within 60 days of the end
of the financial year ended March 31,2024.

21. STATUTORY AUDITORS AND
AUDITORS’ REPORT:

In terms of provisions of Section 139 of the
Act, M/s. Banka & Banka., Chartered
Accountants (Firm Registration No-
100979W) were appointed as the Statutory
Auditors of the Company for a period of 5
years, to hold office from September 29,
2020, till the conclusion of the AGM to be
held in the financial year 2024-2025.

M/s. Banka & Banka, Chartered Accountants
(Firm Registration No- 100979W) have
consented and confirmed that their
appointment is in accordance with the
conditions prescribed in Section 139 of the
Act and the Companies (Audit and Auditors)
Rules, 2014 and that they meet the eligibility
criteria specified in Section 141 of the Act.

The Report given by M/s. Banka & Banka, on
the financial statements of the Company for
the FY 2023-24 is part of this Annual Report.

The Auditor’s Report does not contain any
qualification, reservation or adverse remark
on the financial statements for the year
ended March 31, 2024. The observations
comments and notes of Auditor are self-

explanatory and do not call for any further
explanation/clarification.

22. INTERNAL AUDITOR:

M/s Bhatia Bhandari & Associates.,
Chartered Accountant (Registration No.
146499W) were appointed as the Internal
Auditors of your Company for the financial
year 2023-24. The Company has in place
adequate internal financial controls with
reference to financial statements.

Pursuant to the provisions of Section 138 of
the Act and the Companies (Accounts)
Rules, 2014, on the recommendation of the
Audit Committee, M/s. Bhatia Bhandari &
Associates., Chartered Accountants were
appointed by the Board of Directors to
conduct internal audit reviews for the
Company for the financial year ended March
31,2024.

23. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of
Companies Act, 2013 and the rules made
thereunder, the Company has appointed M/s
Alpi Nehra & Associates, Company
Secretaries (COP.No.14202) to undertake
the Secretarial Audit of the Company for the
March 31,2024.

The Secretarial Audit Report for the financial
year ended March 31,2024 as MR-3 is a part
of this Annual Report as “Annexure - H”. for
the Company and “Annexure - I” for the
Company’s Material Subsidiary and does not
contain any qualification, reservation or
adverse remark.

24. DISCLOSURE ON COST RECORDS
MAINTENANANCE:

The Company has not appointed the Cost
Auditor as pursuant to Section 148 of the

Companies Act, 2013 read with the
Companies (Cost Records and Audit)
Amendment Rules, 2014, the cost audit is
not applicable to the Company.

25. INTERNAL CONTROL SYSTEM AND
THEIR ADEQUACY:

The Company has proper and adequate
system of internal controls to ensure that all
the assets are safeguarded and protected
against losses from unauthorized use or
disposition and that transactions are
authorized, recorded and reported correctly.
The Company has an effective system in
place for achieving efficiency in operations,
optimum and effective utilization of
resources, monitoring thereof and
compliance with applicable laws. The
auditors have also expressed their
satisfaction on the adequacy of the internal
control systems incorporated by your
company.

26. LISTING OF SECURITIES IN STOCK
EXCHANGES:

The Company’s Equity Shares are presently
listed on Bombay Stock Exchange Limited.

27. MATERIAL CHANGES AND

COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL

POSITION OF THE COMPANY
WHICH HAVE OCCURRED
BETWEEN THE END OF THE
FINANCIAL YEAR OF THE

COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT:

Management does not perceive any material
changes occurred during the financial year
2023-24 and subsequent to the close of the
financial year as of March 31,2024

28. ENERGY CONSERVATION,

TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS
AND OUTGO:

1. Conservation of Energy

• Steps taken or impact on

conservation of energy - Energy
conservation continues to receive
priority attention at all levels. All
efforts are made to conserve and
optimise use of energy with
continuous monitoring,

improvement in maintenance and
distribution systems and through
improved operational techniques.

• Steps taken by the company for
utilising alternate sources of energy -
N.A.

• Capital investment on energy
conservation equipment’s - Nil

2. Technology Absorption

• Efforts made in technology
absorption - The benefits derived like
product improvement, cost
reduction, product development.
These measures have helped in
increasing the productivity and
reduction in overall energy
consumption.

• In case of imported technology
(imported during the last three years
reckoned from the beginning of the
financial year) - N.A.

• The expenditure incurred on
Research and Development - N.A

3. Foreign exchange earnings and Outgo:

Particulars	As on 31.03.2024 (In Rs.)	As on 31.03.2023 (In Rs.)
Foreign Exchange Earnings	Nil	Nil
Foreign Exchange outgoing	Nil	Nil

29. PUBLIC DEPOSITS:

During the Financial year, Company has not
accepted, invited and/or received any
deposits from public within the meaning of
section 73 & 76 of the Companies Act, 2013
and the Companies (Acceptance of Deposit)
Rules, 2014, as amended from time to time.

30. DIRECTORS'' RESPONSIBILITY
STATEMENT:

Pursuant to the requirements under Section
134(5) of the Companies Act, 2013, with
respect to the Director''s Responsibilities

Statement, the Directors state and hereby
confirm that:

a. In the preparation of the annual
accounts, 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 and loss of the
Company for that period.

c. They have taken proper and
sufficient care for the maintenance
of adequate accounting records in
accordance with the provisions of
this Act 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;
and

e. They have devised proper systems to
ensure compliance with the
provisions of all applicable laws and
that such systems are adequate and
operating effectively.

f. They have laid down internal
financial controls, which are
adequate and are operating
effectively.

31. CODE OF CONDUCT

The Company has adopted Code of Business
Conduct & Ethics (“the Code”) which is
applicable to the Board of Directors, Senior
Management, Key Managerial Personnel,
Functional heads and all professionals

serving in the roles of finance, tax,
accounting, purchase and investor relations
of the Company. The Board of Directors and
the members of the Senior Management
Team (one level below the Board of
Directors) of the Company are required to
affirm annual Compliance of this Code. A
declaration signed by the Chairman and
Managing Director of the Company to this
effect is placed at the end of this report as
“Annexure - J”. The Code requires Directors
and Employees to act honestly, fairly,
ethically and with integrity, conduct
themselves in a professional, courteous and
respectful manner. The Code is displayed on
the Company’s website

https://anurooppackaging.com.

32. ACKNOWLEDGMENTS:

It is our strong belief that caring for our
business constituents has ensured our
success in the past and will do so in future.
The Board of Directors wish to place on
record its appreciation for the commitment,
dedication and hard work done by the
employees of the Company and the
cooperation extended by Banks,
Government Authorities, Customers,
Shareholders and looks forward to a
continued mutual support and co¬
operation.

For and on behalf of the Board of Directors of
Anuroop Packaging Limited

Date: August 14, 2024
Place: Mumbai

Akash Sharma Shweta Sharma

Managing Director Director

DIN: 06389102 DIN: 06829309