Directors Report of Rex Sealing & Packing Industries Ltd.

Mar 31, 2025

Your Directors hereby present the Annual Report of the Company together with Audited Statement of Accounts for the financial year ended March 31, 2025.

Review of operations:

The Company is predominantly into the business of Manufacturing of Sealing, Packing and Insulation products.

I. FINANCIAL RESULTS:

The Financial highlights are below:-

Particulars	Financial Year ended	Year ended -Rs. In 000s|
	31/03/2025	31/03/2024
Total Income	3,50,746	3,06,749
Total Expenditure		2,70,920
Net Profit before Tax	24,113	35,829
Current Tax	6,016	10,119
Provision for Income Tax including short provision for earlier years	;582)	-
Deferred Tax	(647)	1,180
Net Profit After Tax	4,787	2,453
Profit(Loss) for the year	19,326	2,453
Profit (Loss) bought forward from previous year	1,27,820	1,03,090
Reserves	1,47,179	1,27,820

Financial Performance:

During the year under review the company has carried out business and has registered a turnover of Rs. 3507 lacs as compared to the previous year''s turnover of Rs. 3067.49 lacs.

The Company is in the process of setting up of a plant in to expand its business by setting up of a plant for manufacture of Gasket, Industrial Bellows, Chemicals in Vadgoan Taluk, Khalapur District, Raigad Maharashtra. The Company has purchased land aggregating to 1.52.30 hectares of land at a cost of Rs. 595 lakhs. The cost of the project is estimated at about Rs. 1600 lakhs as is being funded by term loan of Rs. 431 lakhs from ICICI Bank and balance by way of Preferential issue of warrants and internal accruals.

Against the issue of warrants on preferential basis, the Company has received Rs. 191.63 lakhsand the warrants were allotted on November 01, 2024.

The Company has utilized the proceeds from the preferential issue ofWarrantstofund the capital requirement forthe purpose of capital expenditures, de-bottlenecking capital expenditure, logistics infrastructure, digitizing logistics, optimizing plants to accelerate ESG compliance, acquisitions, consolidation, working capital requirements, investment in technology and for general corporate purpose which shall enhance the business of the Company and for any other purpose as may be decided and approved by the Board.

II. PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 2(31) and Section 73 of the Companies Act 2013 and Rules framed thereunder. The Company however has filed the Return of Exempted Deposits in Form DPT-3 with the MCA

III. DIVIDEND:

Your Directors do not recommend any dividend for the financial year.

IV. STATE OF AFFAIRS OF THE COMPANY:

Your Company with the approval of the shareholders and Ministry of Corporate Affairs vide certificate dated August 01, 2022 converted Rex Sealing & Packing Industries Private Limited into public limited Company. The Company name is now Rex Sealing & Packing Industries Limited ("the company").

Pursuant to the conversion, the Company undertook redesignation of its Board Members vide resolution dated August 01, 20 22. The Company has also appointed 2 Independent Directors and a Company Secretary on August 08,2022.

further, as per the requirements of the Companies Act, 2013 and the SEBI (LODR), 2015, the Company has constituted Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee on August 08, 2022.

V. MATRIAL CHANGES AND COMMITMENTS:

Apart from the changes disclosed, there are no material changes and commitments, affecting the financial position of the Company which has occurred between and at the end of the financial year of the Company i.e. March 31,2025.

VI. SHARE CAPITAL

During the year, your Company allotted 3,65,000 Convertible

Warrants on preferential basis at a price of Rs. 210 per warrant. Against the total amount of Rs. 766.50 lakhs the Company received Rs.191.62 lakhs and the warrants were allotted on November 01, 2024. Each warrant is convertible into one (1) equity share and the conversion can be exercised at any time during the period of 18 months from the date of allotment of warrants on such other terms and conditions as applicable.

Your Company has appointed M/s Bigshare Services Private Limited as Registrar and transfer agents. All the shares and Warrants are currently held in de-mat mode by the shareholders.

VII. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into by the Company with Related parties were in the ordinary course of business and at Arm''s length basis. The Audit Committee from time to time reviewed and approved the said transactions. Disclosures as required as per Accounting Standard are made in notes to accounts. Form AOC-2 is attached as Annexure B which forms part of this Report.

VIII. HOLDING COMPANY AND SUBSIDIARY COMPANY

The Company does not have any Subsidiary or Holding Company.

IX. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 M/s B.B.Gusani and Associates, (Chartered Accountants), Mumbai, Statutory Auditors were appointed in the Annual General Meeting held on September 15,2022 fora period offive years to hold office from the conclusion of the Extra Ordinary General Meeting held on 2022 until the conclusion of the Annual General Meeting to be held on 2027.

As perthe Companies Act, 2013 and rules there under appl icable for companies a Firm (Practicing Chartered Accountant Firm) shall be appointed/re-appointed for a period of maximum two terms offive consecutive years.

Rotation is applicable to a listed company and following classes of companies excluding OPC and small companies: -

a. All unlisted companies having paid-up share capital of rupees ten crore or more;

b. All private companies having paid-up share capital of rupees fifty crore or more;

c. All companies having paid up capital below threshold limit mentioned in (a) and (b) above, but having public borrowings from financial institutions, banks or public deposits of rupees fifty crores or more

Small Company is defined a company that is not a public company and has a paid-up share capital equal to or below Rs. 2

crore or such a higher amount specified not exceeding more than Rs. 10 crores.

Since your Company is a listed Company, the provisions for Rotation of Auditors a re appl icable. This is the fi rst term for M/s B.B.Gusani and Associates, (Chartered Accountants), Mumbai, as Statutory Auditors of the Company.

X. EXPLANATIONS BY THE BOARD ON QUALIFICATION BY THE AUDITORS:

There are no qualifications issued by the Auditors for the period 2024-25.

XI. EXTRACT OF ANNUAL RETURN:

Pursuantto sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2025 forms part of this report as "Annexure A".

XII. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

(a) Conservation of energy

The details of conservation of energy are annexed.

(b) Technology absorption

The activities of the company do not involve any technology absorption

(c) Foreign exchange earnings and Outgo

Foreign exchange earnings: Rs. 1,51,057.56/- (Previous Year Rs. 1,38,05,556/-)

Foreign exchange Outgo: Rs. 13,66,092.02/- (Previous Year Rs 8,26,86,388/-)

(d) Expenditure on Research & Development: Rs. NIL (P.Y. NIL).

XIII. DIRECTORS:

1. CHANGE IN DIRECTORSHIP OF THE COMPANY:

During the year (FY2022-23) under review, two new Independent Directors were appointed w.e.f. August 08, 2022 and the existing Directors were re-desginated w.e.f. August 01, 2022 as below:- The Company presently has six Directors.

Name of the Director	Date of Appointment	Remarks	Appointment approved by the shareholders EoGM dated
Mr. Manjunath Navak	10/08/2005	Whole Time Director	August 03.2022

Mrs. Meeta Nayak	10/08/2005	Director (NonExecutive)	August 03.2022
Mr. Niranjan Nayak	10/08/2005	Whole Time Director	August 03.2022
Mr. Naresh Nayak	10/08/2005	Managing Director	August 03.2022
Ms. Priyanka Moondra Rathi	08/08/2022	Director (Independent Category)	August 19, 2022
Ms. Mayuri Bi pinbhai Rupareliya	08/08/2022	Director (Independent Category)	August 19, 2022

The Independent Directors have been appointed for a period of five years (first term).

The Board of Directors have appointed Mr. Niranjan Nayak as Chief Financial Officer of the Company w.e.f. August 01,2022.

The Board of Directors have appointed Ms. Aishwarya Kachhwaha as Company Secretary and Compliance Officer for the Company w.e.f. January 05, 2024.

Necessary forms in connection with the above have been filed with Ministry of Corporate Affairs.

Declaration by the Independent Directors:

The Company has received the necessary declarations from each of the Independent Directors under section 149(7) of the Companies Act 2013 that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013.

During the year, the non-executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses incurred by them to attend the meetings of the Com pa ny.

2. BOARD MEETINGS AND COMMITTEE MEETINGS:

BOARD MEETINGS

During the year Ten (10) Board Meetings were convened and held the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the dates were as follows:

6.	November 14. 2024				Six (6)
7.	December 20, 2024				Six (6)
8.	January 08,2025				Six (6)
9.	February 19,2025				Six (6)
10	March 12. 2025				Six (6)
AUDIT COMMITTEE MEETING The Audit Committee comprises of2 Independent Directors Mrs Priyanka Moondra Rathi and Ms. Mayuri Bipinbhai Rupareliya and one Non-executive Director Mrs. Meeta Nayak. The terms of reference of the Committee have been duly approved by the Board of Directors and adopted by the audit Committee. All the recommendations of the Committee were accepted by the Board. During the year Five (5) Audit Committee Meetings were convened and held the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the dates were as follows:
Sr. No.	Dates of Board Meeting(s)		No. of Directors Attended			Mrs. Priyanka Moondra Rath		Mrs. Mayuri Bipinbhai Rupareliya		Mrs. Meeta Nayak
						Whether Attended or not
1.	May 30.2024		3			Yes		Yes		Yes
2.	August 31, 2024		3			Yes		Yes		Yes
3.	November 01, 2024		3			Yes		Yes		Yes
4.	November 14, 2024		3			Yes		Yes		Yes
5	February 14. 2025		3			Yes		Yes		Yes
STAKE HOLDERS RELATIONSHIP COMMITTEE MEETING
The Stakeholders Relationship Committee comprises of 2 Independent Directors Mrs. Priyanka Moondra Rathi and Mrs. Mayuri Bipinbhai Rupareliya and one Non-executive Director Mrs. Meeta Nayak. During the year Two (2) Stakeholder Relationship Committee Meetings were convened and held the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the dates were as follows:
Sr. No.	Dates of Board Meeting(s)	No. of Directors Attended		Mrs. Priyanka Moondra Rathi			Mrs. Mayuri Bipinbhai Rupareliya			Mrs. Meeta Nayak
				Independent Director			Independent Director			Non- ixecutive Director
				Whether Attended or not

Sr.	Dates of Board	No. of Directors
No.	Meeting(s)	Attended
1.	April 01, 2024	Six (6)
2.	May 17, 2024	Six (6)
3.	May 30, 2024	Six (6)
4.	August 31. 2024	Six (6)
5.	November 01, 2024	Six (6)

1	May 30. 2024	3	Yes		Yes		Yes
2	November 14, 2024	3	Yes		Yes		No
NOMINATION AND REMUNERATION COMMITTEE MEETING
The Nomination and Remuneration Committee comprises of 2 Independent Directors Mrs. Priyanka Moondra Rathi and Mrs. Mayuri Bipinbhai Rupareliya and one Non-executive Director Mrs. Meeta Nayak. The terms of reference ofthe Committee have been duly approved by the Board of Directors and adopted by the Nomination and Remuneration Committee. All the recommendations of the Committee were accepted by the Board. During the year One (1) Nomination and Remuneration Committee Meetings were convened and held the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the dates were as follows:
Sr. No.	Dates of Board Meeting(s)	No. of Directors Attended		Mrs. Priyanka Moondra Rathi		Mrs. Mayuri Bipinbhai Rupareliya		Mrs. Meeta Nayak
				Whether Attended or not
1	May 30. 2024	3		Yes		Yes		Yes

BOARD EVALUATION

The annual evaluation of Directors, the Board and also the Committees was conducted without the participation of the Director being evaluated on the basis of certain criteria recommended by the Nomination and RemunerationCommittee and adopted by the Board.

Pursuant to the provisions of the Companies Act, 2013, Independent Directors at their meeting without the participation of the Non-independent Directors and Management, considered/evaluated the Boards'' performance, Performance of the Chairman and other Non Independent Directors. The Board have undergone a formal review which comprised Board effectiveness survey, 360 degree and review of materials. This resulted in a full Board effectiveness report and Directors'' feedback. This is further supported by the Chairman''s Annual Director Performance Review. The Board subsequently evaluated its own performance, the working of its Committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director). The criteria for performance evaluation have been detailed in the Corporate Governance Report.

CHANGE IN DIRECTORS AND KEY MANAGEMENT PERSONNEL

During the year there has been no change in the Independent Directors ofthe Company.

Duringthe year there has been no change in Company Secretary ofthe Company.

The meeting of Independent Directors was held on January 05, 2025 as per the terms of requirement of Schedule IV of the Act. Independent Directors have furnished Declaration of Independence stating that they meet the criteria of Independence as provided under Section 149(6) of the Companies Act, 2013 including any amendment thereof

Declaration by the Independent Directors: All Independent Directors ofthe Company have given declarations under Section 149(7) ofthe Act, that they meet the criteria of independence as laid down under Section 149(6) ofthe Act. The Board is ofthe opinion that the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the Act as well as the Rules made thereunder and are independent of the Management. Lastly during the year, the non-executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses incurred by them to attend the meetings ofthe Company.

XIV. RELATED PARTY TRANSACTIONS:

There contracts / arrangements / transactions entered by the Company during the financial year with related parties are disclosed in form A0C-2that is attached as Annexure B.

Unsecured Loans from Directors:

Duringthe year under review,the Company has not accepted an unsecured loan from the Directors or their relatives.

XV. SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 ofthe Companies Act, 2013 read with Rule 9 ofthe Companies (appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had engaged M/s Aabid & Co, Practising Company Secretary, Mumbai, to conduct the secretarial audit in the Company for the financial year 2024-25. The Secretarial Audit Report (In Form MR-3) is attached as Annexure - D to this Report.

The Secretarial Auditors report hasthefollowing qualification in the report issued for the period under review:

The Company had filed a couple of e-forms beyond the prescribed due date as provided under the Companies Act, 2013 read with the relevant rules framed thereunder;

Management response: The qualification of the Secretarial auditors is self-explanatory. The Company now has a system in place to avoid filings beyond the prescribed timelines under the

XVI. COSTAUDITORS

As the turnover of the Company is less than the threshold limit as per Section 148 of the Companies Act 2013 read along with the said rules, there was no requirement for appointment of Cost Auditor for the financial year 2024-25.

XVIL PI RECTORS'' RESPONSI El LITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

1. That in the preparation of the annual financial statements for the year ended March 31, 2025; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2025 and of the profit of the Company for the year ended on that date;

3. That proper and sufficient care has been taken 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.

4. Thatthe annual financial statements have been prepared on a going concern basis;

5. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

5. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Disclosure on compliance with Secretarial Standards:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and such systems are adequate and operating effectively.

XVIII. INTERNAL FINANCIAL CONTROLS

The Company has duly established and maintained its internal controls and procedures for the financial reporting and evaluated the effectiveness of Internal Control Systems. The internal control systems are commensurate with the size, scale and complexity of its operations.

Internal & Concurrent audit: The Company conducts its Internal and Statutory audit within the parameters of regulatory framework which is well commensurate with the size, scale, and complexity of its operations. The Internal Auditors monitor the efficiency and effectiveness of the internal control systems in the Company. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

XIX. INTERNALAUDIT AND RISK MANAGEMENT

The Company had carried out a risk assessment exercise, which was facilitated by a well-known firm of Consultants when certain risks were identified for the Company. A mitigation plan was also drawn up. The Audit Committee reviews risks from time to time and instructs the mitigation steps, if any, required to eliminate/ minimize the risk/s on on-going basis. The Audit Committee has additional oversight in the areas of financial risks and controls. As per section 138 and other applicable rules (including any statutory modification) of the Companies Act 2013 the Company has appointed M/s. D G M S and Associates Chartered Accountants as Internal Auditors of the Company for the financial year 2024-25. Pursuant to Section 134(3) (n) of the Companies Act, 2013, Company has formulated Risk Management Policy.

XX. VIGILMECHANISM

The Board has adopted a Whistle Blower Policy which provides a platform to report unethical behavior, actual or suspected fraud, concerns and grievances regarding violation of Code of Conduct of the Company. The policy facilitates direct reporting of concerns to the Chairman ofthe Audit Committee. During the year, the Company did not receive any complaints.

XXL POLICY AGAINST SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted a policy against Sexual Harassment and constituted Internal Compliant Committee in terms of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company did not receive any complaint.

The following is a summary of Sexual Harassment complaints received and disposed off during the year under review:

No. of cases at the start of the year	No. of cases received during the year under review	No. of cases disposed off during the year under review	No. of cases at the end of the year
NIL	NIL	NIL	NIL

XXII. DISCLOSURES

Your Directors state that no disclosure or reporting is required

in respect of the following items, as the same are either not

applicable to the Company or relevant transactions or event

have not taken place during the year under review:-

a. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

c. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

d. The provisions of Section 135 read with Schedule VII of the Companies Act 2013, relating to Corporate Social Responsibility is not applicable.

e. Provisions of Section 148 of the Companies Act, 2013 relating to Cost Audit is not applicable.

f. Onetime settlementwith Banks orFinancia I Institution: There was no instance of one-time settlement with any Bank or Financial Institution.

g. During the year the Company has paid Rs. 3,50,000 towards Statutory Audit, Tax Audit, Taxation matter and other services including reimbursement of expenses as detailed below:-

	Rs. lakhs
Statutory Audit	3.50
Total	3.50

h. Proceedings initiated/pending under the Insolvency and Bankruptcy Code, 2016

There is/was no proceeding initiated/pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

i. Compliance with the Maternity Benefit Act, 1961: The

Company remains fully compliant with the Maternity Benefit Act, 1961, along with all its applicable

amendments and associated rules. We are committed to fostering a safe, inclusive, and supportive work environment for our women employees. All eligible women employees are provided maternity benefits as mandated by law, which include paid maternity leave, nursing breaks, and protection from dismissal during their maternity period. Beyond legal compliance, the Company is mindful to ensure that maternity is never a ground for discrimination whether in hiring, promotions, orday-to day service conditions.

Our internal systems and HR policies are thoughtfully designed to reflect both the spirit and the letter of the law, ensuring dignity, respect, and care for all women during this important phase of life.

j. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof:

Not Applicable.

k. Code of Conduct

The Board of Director had approved a Code of Conduct which is applicable to the Board of Directors and Senior Management Personnel of the Company.

It is confirmed that all Directors and Senior Management Personnel have affirmed their adherence to the provisions of the Code of Conduct during the year under review.

l. Corporate Governance

Pursuant to exemption available as per Regulation 15 of the SEBI (LODR) Regulations 2015, the reporting as per Para C, D and E of the Schedule V of said Regulations are not applicable to our Company. The Company has already filed necessary disclosure on the BSE portal stating the non-applicability of various provisions of SEBI (LODR) Regulations 2015.

XXIII. INTERNAL COMPLAINTS COMMITTEE UNDER THE PREVENTION OF SEXUAL HARRASSMENT AT WORK PLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT. 2013 (POSH ACT)

The Company has adopted an Anti Sexual Harassment Policy for prevention, prohibition and redressal of Sexual harassment, pursuant to the provisions of sexual harassment at work place (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaints were received by the

Company pursuant to the aforesaid Act / Policy.

XXIV. HUMAN RESOURCES

The Company understands that employees are vital and valuable assets. Your Directors place on record their sincere appreciation for the valuable contribution made by the employees across all levels of the organization.

XXVI. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS BY COMPANY:

Your Directors state that in compliance of Section 186(4) of Compa nies Act 2013, there are no loans given, investment made or guarantee given or security provided under the provisions of Section 186 of the Companies Act, 2013 except loan to M/s Navbharat Metallic Oxide Industries Private Limited of Rs. 275 lakhs at interest of 12% p.a. This is within the limits under Companies Act. 2013. None of the Directors are interested in this..

XXVII. CORPORATE SOCIAL RESPONSIBILITY fCSR)

As the Net worth / Turnover / Net Profit of your Company is less than the threshold limit of Rs.500 crore / Rs.1000 crore/ Rs.5 crore respectively, Corporate Social Responsibility is not applicable forthe Company.

The Company was also not required to develop adopt any policy on Corporate Social Responsibility during the year under review.

XXVIII. MANAGEMENT DISCUSSION AND ANALYSIS

The industrial gaskets are used various industries such as refineries, power generation, chemical processing, food & pharmaceuticals, and others The gasket segment is projected to register the fastest CAGR over the forecast period. The gaskets handle pressure and temperature fluctuations, bolt stress relaxation, and creep. In addition, it prevents the ingress or leak of toxic and corrosive chemicals and media. Thus, gaskets are widely used for extreme chemical and temperature demands in the chemical process and aerospace. Non-metallic gaskets are witnessing high demand in automotive electronics, further supplemented by the rising automotive production, particularly in Asia Pacific and Europe. In addition, gaskets manufactured with advanced materials, which are lightweight and offer high functionality, are expectedto drive the demand for non-metallic gaskets.

India has now been ranked sixth among the world''s ten largest manufacturing countries. The petrochemical industry contributes about 30% of raw materials to the chemical industry, which is expected to reach USD 300 billion by 2025. Furthermore, factors such as the growing industrial, electrical,

and electronics sectors in the developing economies, including China, India, and ASEAN countries, are further expected to boost the demand for gaskets and seals in the region.

STRENGTH

Your Company is an ISO 9001 & 14001 Certified company. We follow British Standard ("BS”), Deutsches Institut fur Normung (DIN) - German Standard, ASTM ("American Standard”), and American Standard Soc of Mechanical Engineers ("ASME”) quality standards for our range of products.

The diversified products include four major categories:

1. Compressed Fibre Jointing Sheets / Gaskets

2. Gland Packing & Ropes

3. Fabric Expansion Joints

4. Technical and Heat Resistance Textiles

All the products aremanufactured in-house at our manufacturing facilities, which enables us to have an effective control over the manufacturing process and to ensure consistent quality of our products.

The manufacturing unit is strategically located at Panvel providing us with strategic and operational advantages and has a well-equipped laboratory, modern technology and testing equipment with supporting environmentandfacilities.to ensure that the products conform to the pre-determined standards.

The Company is in the process of setting up of a plant in The Company is proposing to expand its business by setting up of a plant for manufacture of Gasket, Industrial Bellows, Chemicals in Vadgoan Taluk, Khalapur District, Raigad Maharashtra. The Company has purchased land aggregating to 1.52.30 hectares of land at a cost of Rs. 595 lakhs. The cost of the project is estimated at Rs.1600 lakhs as is being funded by term loan of Rs. 431 lakhs from ICICI Bankand balance byway of Preferential issue of warrants and internal accruals. In addition, your Company has been allotted land admeasuring 4000 sq meters in MIDC Ambernath on 21^!t May 2025.

Your Company has a dedicated in-house Research & Development Laboratory ("R&D") which undertakes rigorous testing and quality management. Our dedicated R&D team tests the raw materials procured and the products manufactured. The R&Dteam is instrumental in maintainingthe high quality of our products

WEAKNESS

Your Company depends on a number of suppliers within India and abroad, for procurement of raw materials required for manufacturing our products and the cost of raw materials is about two thirds of the revenue.

Your Company has not entered into long term contracts with suppliers and prices for raw materials are normally based on the quotes that the Company receives from various suppliers. Inadequate and timely unavailability substandard quality ofthe raw materials used in the manufacture of our products, could have a material adverse effect our business.

Your Company maintains a constant relationship with the suppliers and also is constantly on the look-out for various alternative sources for sourcing of good quality and cheaper materials.

OPPORTUNITY

The India industrial gaskets market witnessed a healthy growth in the historical period of 2017-2021. The India industrial gaskets industry is expected to grow at a CAGR of 6% in the forecast period of 2022-2027.

India has now been ranked sixth among the world''s ten largest manufacturing countries. The petrochemical industry contributes about 30% of raw materials to the chemical industry, which is expected to reach USD 300 billion by 2025. Furthermore, factors such as the growing industrial, electrical, and electronics sectors in the developing economies, including China, India, and ASEAN countries, are further expected to boost the demand for gaskets and seals in the region.

The Company is in the process of setting up of a plant in The Company is proposing to expand its business by setting up of a plant for manufacture of Gasket, Industrial Bellows, Chemicals in Vadgoan Taluk, Khalapur District, Raigad Maharashtra. The Company has purchased land aggregating to 1.52.30 hectares of land at a cost of Rs. 595 lakhs. The cost ofthe project is estimated at Rs.1600 lakhs as is being funded by term loan of Rs.431 lakhs from ICICI Bank and balance by way of Preferential issue of warrants and internal accruals. In addition, your Company has been allotted land admeasuring 4000 sq. meters in MIDC Ambernath on 21¹ May 2025.

Your Company is in the process of setting up an additional manufacturing facility at Anand Nagar, MIDC Ambernath, admeasuring 4000. Sq meter for expansion of business and manufacture of all types of "Asbestos Free" Gaskets sheets for Automotive, Steel and other process unit.

THREATS

YourCompany''s products are used by some well-known industrial houses in Petrochemical, Pharmaceutical, Power, Steel, Cement,

Chemical, Gas and Process industry. The customers include large corporate houses who account for about two thirds of our revenue from operations. The loss of any significant clients would have a material effect on our financial results.

Your Company values customers and is constantly striving to create value for our customers through products offered and committed deliveries.

XXIX. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future:

There were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in the future.

XXX. Details of Subsidiaries, Joint Ventures or Associate Companies:

The Company does not have any subsidiaries, joint ventures, or associate Companies during the year under review. Further, during the year under review, no Company has become or has ceased to be a Subsidiary, Joint Venture or Associate Company of Rex Sealing.

XXXI. Director liable to retire by rotation:

In accordance with the provisions of Companies Act, 2013, Ms. Meeta Manjunath Nayak (DIN: 2 6 0 6944), Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, is seeking re-appointment. The Board recommends her re-appointment.

XXXII. Statement on remuneration of employees of the Company:

The Company has 3 (Three) Executive Directors, one of whom is the Managing Director ofthe Company.

(a) The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

Employed throughout the year Nil

Employed for part ofthe year Nil

(b) The remuneration paid to all key management personnel was in accordance with remuneration policy adopted by the Company.

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered office ofthe Company during

business hours on working days of the Company uptothe date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance at

[email protected]

The Company had 27 (Twenty seven) employees as on March 31,2025 out of which 2 are Female employees and 25 are Male employees.

None of the employees hold (by himself/herself or along with his/her spouse and dependent children) more than two percent of the Equity Shares of the Company

XXX. ACKNOWLEDGEMENTS:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz.

customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year.

The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

---

Mar 31, 2024

Your Directors hereby present the Annual Report of the Company together
with Audited Statement of Accounts for the financial year ended March 31,
2024.

Review of operations:

The Company is predominantly into the business of Manufacturing of Sealing,
Packing and Insulation products.

I. FINANCIAL RESULTS:

The Financial highlights are below:-

Particulars	Financial Y AMOUNT IN	ear ended - Rs. In 000s)
	31/03/2024	31/03/2023
Total Income	3,06,749	2,54,626
Total Expenditure	2,70,920	2,49,358
Net Profit before Tax	35,829	5,268
Current Tax	10,119	1,724
Provision for Income Tax including short provision for earlier years	-	-
Deferred Tax	1,180	390
Net Profit After Tax	2,453	3,154
Profit( Loss) for the year	2,453	3,154
Profit(Loss) bought forward from previous year	1,03,090	62,636
Reserves	1,27,820	1,03,090

Financial Performance:

During the year under review the company has carried out business
and has registered a turnover of Rs. 3067.49 lacs as compared to the
previous year''s turnover of Rs. 2546.26 lacs.

The Company is in the process of setting up of a plant in Thane
Maharashtra which will be funded in a combination of equity and Debt
and is in discussion with Government Authorities.

The Company is proposing to raise additional funds to strengthen its
balance sheet, have access to long term resources to meet its growth
requirements and for general corporate purposes. Towards achieving it,
the Board of Directors have proposed issue of Warrants on preferential
basis to a select group of non-promoters and have sought approval
of the shareholders. Necessary details of the proposed issue have
been detailed in the Notice to this Annual General Meeting. Suitable
approval for increase in the Authorized Share Capital of the Company
and consequent amendments in the Memorandum and Articles of
Association has been sought from the Shareholders of the Company.
Members are requested to refer to the Notice to this Annual General
Meeting.

The Company shall utilize the proceeds from the preferential issue
of Warrants to fund the capital requirement for the purpose of
capital expenditures, de-bottlenecking capital expenditure, logistics
infrastructure, optimizing plants to consolidation, working capital
requirements, investment in technology and for general corporate
purpose which shall enhance the business of the Company and for any
other purpose as may be decided and approved by the Board.

II. PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within
the meaning of Section 2(31) and Section 73 of the Companies Act
2013 and Rules framed thereunder. The Company however has filed the
Return of Exempted Deposits in Form DPT-3 with the MCA.

III. DIVIDEND:

Your Directors do not recommend any dividend for the financial year.

IV. STATE OF AFFAIRS OF THE COMPANY:

Your Company with the approval of the shareholders and Ministry of
Corporate Affairs vide certificate dated August 01, 2022 converted
Rex Sealing & Packing Industries Private Limited into public limited
Company. The Company name is now Rex Sealing & Packing Industries
Limited ("the company").

Pursuant to the conversion, the Company undertook re-designation
of its Board Members vide resolution dated August 01, 2022. The
Company has also appointed 2 Independent Directors and a Company
Secretary on August 08, 2022.

Further, as per the requirements of the Companies Act, 2013 and the
SEBI (LODR), 2015, the Company has constituted Audit Committee,
Nomination and Remuneration Committee and Stakeholders
Relationship Committee on August 08, 2022.

The Company applied for listing under the BSE SME segment for
which the Company opened an IPO on 30^th December, 2022 for issue
of 5,90,000 shares at a price of Rs. 135 per share and the shares
were listed on the exchange on January 12, 2023. The Company has
thereafter complied with all the regulatory requirements of SEBI.

V. MATRIAL CHANGES AND COMMITMENTS:

Apart from the changes disclosed, there are no material changes and
commitments, affecting the financial position of the Company which
has occurred between and at the end of the financial year of the
Company i.e. March 31, 2024.

VI. SHARE CAPITAL

During the year, there has been no changes in the Share Capital of the
Company during the financial year 2023-24.

Your Company has appointed M/s Bigshare Services Private Limited
as Registrar and transfer agents. All the shares are currently held in
de-mat mode by the shareholders.

VII. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into by the Company with Related parties
were in the ordinary course of business and at Arm''s length basis. The
Audit Committee from time to time reviewed and approved the said
transactions. Disclosures as required as per Accounting Standard are
made in notes to accounts. Form AOC-2 is attached as Annexure B
which forms part of this Report.

VIII. HOLDING COMPANY AND SUBSIDIARY COMPANY

The Company does not have any Subsidiary or Holding Company.

IX. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act
2013 read with the Companies (Audit and Auditors) Rules 2014
M/s B.B.Gusani and Associates, (Chartered Accountants), Mumbai,
Statutory Auditors were appointed in the Annual General Meeting held
on September 15, 2022 for a period of five years to hold office from the
conclusion of the Extra Ordinary General Meeting held on 2022 until
the conclusion of the Annual General Meeting to be held on 2027.

As per the Companies Act, 2013 and rules there under applicable for
companies a Firm (Practicing Chartered Accountant Firm) shall be
appointed/re-appointed for a period of maximum two terms of five
consecutive years.

Rotation is applicable to a listed company and following classes of
companies excluding OPC and small companies:-

a. All unlisted companies having paid-up share capital of rupees
ten crore or more;

b. All private companies having paid-up share capital of rupees fifty
crore or more;

c. All companies having paid up capital below threshold limit
mentioned in (a) and (b) above, but having public borrowings
from financial institutions, banks or public deposits of rupees
fifty crores or more.

Small Company is defined a company that is not a public company
and has a paid-up share capital equal to or below Rs. 4 crores or such a
higher amount specified not exceeding more than Rs. 40 crores.

Since your Company is a listed Company, the provisions for Rotation of
Auditors are applicable. This is the first term for M/s B.B.Gusani and
Associates, (Chartered Accountants), Mumbai, as Statutory Auditors of
the Company.

X. EXPLANATIONS BY THE BOARD ON QUALIFICATION BY THE
AUDITORS:

There are no qualifications issued by the Auditors for the period 2023¬
24.

XI. EXTRACT OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of Section 134 and sub-section (3)
of Section 92 of the Companies Act 2013, read with Rule 12 of the
Companies (Management and Administration) Rules, 2014 the extracts
of the Annual Return as at March 31, 2024 forms part of this report as
"Annexure A".

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

(a) Conservation of energy

The details of conservation of energy are annexed.

(b) Technology absorption

The activities of the company do not involve any technology
absorption

(c) Foreign exchange earnings and Outgo

Foreign exchange earnings: Rs.1,38,05,556/- (Previous Year Rs.
1,23,61,057/-)

Foreign exchange Outgo: Rs. 8,26,86,388/- (Previous Year Rs.
9,80,43,411/-)

(d) Expenditure on Research & Development: Rs. NIL (P.Y. NIL).

XIII. DIRECTORS:

1. CHANGE IN DIRECTORSHIP OF THE COMPANY:

During the year (FY2022-23) under review, two new Independent
Directors were appointed w.e.f. August 08, 2022 and the existing
Directors were re-desginated w.e.f. August 01, 2022 as below:-

The Company presently has six Directors.

Name of the Director	Date of Appointment	Remarks	Appointment approved by the shareholders EoGM dated
Mr. Manjunath Nayak	10/08/2005	Whole Time Director	August 03,2022
Mrs. Meeta Nayak	10/08/2005	Director (Non¬ Executive)	August 03,2022
Mr. Niranjan Nayak	10/08/2005	Whole Time Director	August 03.2022
Mr. Naresh Nayak	10/08/2005	Managing Director	August 03,2022
Ms. Priyanka Moondra Rathi	08/08/2022	Director (Independent Category)	August 19, 2022
Ms. Mayuri Bipinbhai Rupareliya	08/08/2022	Director (Independent Category)	August 19, 2022

The Independent Directors have been appointed for a period of five
years (first term).

The Board of Directors have appointed Mr. Niranjan Nayak as Chief
Financial Officer of the Company w.e.f. August 01, 2022.

The Board of Directors have appointed Ms. Aishwarya Kachhwaha as
Company Secretary and Compliance Officer for the Company w.e.f.
January 05, 2024.

During the year Ms. Saloni Patwa Company Secretary resigned on
October 06, 2023. Ms. Shruti Acharya who was appointed as Company
Secretary on October 07, 2023 also resigned on November 27, 2023.

Necessary forms in connection with the above have been filed with
Ministry of Corporate Affairs.

2. BOARD MEETINGS AND COMMITTEE MEETINGS:

BOARD MEETINGS

During the year Seven (7) Board Meetings were convened and held the
intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013 and the dates were as follows:

Sr. No.	Dates of Board Meeting(s)	No. of Directors Attended
1	May 30, 2023	Six (6)
2	August 14, 2023	Six (6)
3	September 04, 2023	Six (6)
4	October 06, 2023	Six (6)
5	November 14, 2023	Six (6)
6	January 05, 2023	Six (6)
7	March 20, 2024	Six (6)

AUDIT COMMITTEE MEETING

The Audit Committee comprises of 2 Independent Directors Mrs.
Priyanka Moondra Rathi and Ms. Mayuri Bipinbhai Rupareliya and one
Non-executive Director Mrs. Meeta Nayak.

During the year Five (5) Audit Committee Meetings were convened
and held the intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013 and the dates were
as follows:

Sr. No.	Dates of Board Meeting(s)	No. of Directors Attended	Mrs. Priyanka Moondra Rathi	Mrs.Mayuri Bipinbhai Rupareliya	Mrs. Meeta Nayak
			Whether Attended or not
1.	May 30, 2023	3	Yes	Yes	Yes
2.	August 14,2023	3	Yes	Yes	Yes
3.	November 14, 2023	3	Yes	Yes	Yes
4.	January 05, 2024	3	Yes	Yes	Yes
5.	March 20, 2024	3	Yes	Yes	Yes

STAKE HOLDERS RELATIONSHIP COMMITTEE MEETING

The Stakeholders Relationship Committee comprises of 2 Independent
Directors Mrs. Priyanka Moondra Rathi and Mrs. Mayuri Bipinbhai
Rupareliya and one Non-executive Director Mrs. Meeta Nayak.

During the year Three (3) Stakeholder Relationship Committee
Meetings were convened and held the intervening gap between the
Meetings was within the period prescribed under the Companies Act,
2013 and the dates were as follows:

Sr. No.	Dates of Board Meeting(s)	No. of Directors Attended	Mrs. Priyanka Moondra Rathi	Mrs.Mayuri Bipinbhai Rupareliya	Mrs. Meeta Nayak
			Independent Director	Independent Director	Non¬ Executive Director
			Whether Attended or not
1	May 30, 2023	3	Yes	Yes	Yes
2	August 14, 2023	3	Yes	Yes	Yes
3	November 14, 2023	3	Yes	Yes	No

NOMINATION AND REMUNERATION COMMITTEE MEETING

The Nomination and Remuneration Committee comprises of 2
Independent Directors Mrs. Priyanka Moondra Rathi and Mrs. Mayuri
Bipinbhai Rupareliya and one Non-executive Director Mrs. Meeta
Nayak.

During the year Three (3) Nomination and Remuneration Committee
Meetings were convened and held the intervening gap between the
Meetings was within the period prescribed under the Companies Act,
2013 and the dates were as follows:

Sr. No.	Dates of Board Meeting(s)	No. of Directors Attended	Mrs. Priyanka Moondra Rathi	Mrs.Mayuri Bipinbhai Rupareliya	Mrs. Meeta Nayak
			Whether Attended or not
1	August 14, 2023	3	Yes	Yes	Yes
2	October 07, 2023	3	Yes	Yes	Yes
3	January 05, 2024	3	Yes	Yes	Yes

BOARD EVALUATION

The annual evaluation of Directors, the Board and also the
Committees was conducted without the participation of
the Director being evaluated on the basis of certain criteria
recommended by the Nomination and Remuneration Committee
and adopted by the Board.

Pursuant to the provisions of the Companies Act, 2013,
Independent Directors at their meeting without the participation
of the Non-independent Directors and Management, considered/
evaluated the Boards'' performance, Performance of the Chairman
and other Non Independent Directors. The Board have undergone
a formal review which comprised Board effectiveness survey,
360 degree and review of materials. This resulted in a full Board
effectiveness report and Directors'' feedback. This is further
supported by the Chairman’s Annual Director Performance Review.
The Board subsequently evaluated its own performance, the
working of its Committees (Audit, Nomination and Remuneration
and Stakeholders Relationship Committee) and Independent
Directors (without participation of the relevant Director). The
criteria for performance evaluation have been detailed in the
Corporate Governance Report.

CHANGE IN DIRECTORS AND KEY MANAGEMENT PERSONNEL

During the year there has been no change in the Independent
Directors of the Company.

During the year there has been change in Company Secretary of
the Company.

#	Name	Remarks
1.	Ms. Saloni Patwa	Resigned on October 06, 2023
2.	Ms. Shruti Acharya	Appointed on October 07, 2023 Resigned on November 27, 2023
3	Ms. Aishwarya Kachhwaha	Appointed on January 05, 2024

The meeting of Independent Directors was held on January
05, 2024 as per the terms of requirement of Schedule IV of

the Act. Independent Directors have furnished Declaration of
Independence stating that they meet the criteria of Independence
as provided under Section 149(6) of the Companies Act, 2013
including any amendment thereof.

XIV. RELATED PARTY TRANSACTIONS:

There contracts / arrangements / transactions entered by the Company
during the financial year with related parties are disclosed in form
AOC-2 that is attached as Annexure B.

XV. SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company had engaged M/s
Aabid & Co, Practising Company Secretaries, Mumbai, to conduct the
secretarial audit in the Company for the financial year 2023-24. The
Secretarial Audit Report (In Form MR-3) is attached as Annexure - D to
this Report.

XVI. COST AUDITORS

As the turnover of the Company is less than the threshold limit as
per Section 148 of the Companies Act 2013 read along with the said
rules, there was no requirement for appointment of Cost Auditor for the
financial year 2023-24

XVII. DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors
make the following statements in terms of Section 134(3) (c) of the
Companies Act, 2013:

1. That in the preparation of the annual financial statements for
the year ended March 31, 2024; the applicable accounting
standards have been followed along with proper explanation
relating to material departures, if any;

2. that such accounting policies as mentioned in the Notes to
the Financial Statements have been selected and applied
consistently and judgment and estimates have been made that
are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at March 31, 2024 and of
the profit of the Company for the year ended on that date;

3. That proper and sufficient care has been taken 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.

4. That the annual financial statements have been prepared on a
going concern basis;

5. That proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.

6. That systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.

XVIII. INTERNAL FINANCIAL CONTROLS

In view of the suspension of business operation and constraint of
resources, the processes and procedures are curtailed to ensure
minimal administrative expenses. The Company adopted policies and
procedures to extent required to ensure safeguarding of its assets,
prevention of frauds, completeness of accounting records and timely
preparation of reliable financial information. The internal financial
controls are reviewed periodically and its weakness found, if any, is
reported to Audit Committee from time to time.

XIX. INTERNAL AUDIT AND RISK MANAGEMENT

The Company had carried out a risk assessment exercise, which was
facilitated by a well-known firm of Consultants when certain risks were
identified for the Company. A mitigation plan was also drawn up. The
Audit Committee reviews risks from time to time and instructs the
mitigation steps, if any, required to eliminate/ minimize the risk/s
on on-going basis. The Audit Committee has additional oversight
in the areas of financial risks and controls. As per section 138 and
other applicable rules (including any statutory modification) of the
Companies Act 2013 the Company has appointed M/s. D G M S and
Associates Chartered Accountants as Internal Auditors of the Company
for the financial year 2023-24. Pursuant to Section 134(3)(n) of the
Companies Act, 2013, Company has formulated Risk Management
Policy.

XX. VIGIL MECHANISM

The Board has adopted a Whistle Blower Policy which provides a
platform to report unethical behavior, actual or suspected fraud,
concerns and grievances regarding violation of Code of Conduct of
the Company. The policy facilitates direct reporting of concerns to the
Chairman of the Audit Committee. During the year, the Company did
not receive any complaints.

XXI. POLICY AGAINST SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted a policy against Sexual Harassment and
constituted Internal Compliant Committee in terms of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. During the year under review, the Company did
not receive any complaint.

XXII. DISCLOSURES

Your Directors state that no disclosure or reporting is required in
respect of the following items, as the same are either not applicable
to the Company or relevant transactions or event have not taken place
during the year under review:-

a. Issue of Equity Shares with differential rights as to dividend,
voting or otherwise.

b. Issue of shares (including sweat equity shares) to employees of
the Company under any scheme.

c. No significant or material orders were passed by the Regulators
or Courts or Tribunals which impact the going concern status and
Company''s operations in future.

d. The provisions of Section 135 read with Schedule VII of the
Companies Act 2013, relating to Corporate Social Responsibility
is not applicable.

e. Provisions of Section 148 of the Companies Act, 2013 relating to

Cost Audit is not applicable.

During the year the Company has paid Rs. 3,50,000 towards
Statutory Audit, Tax Audit, Taxation matter and other services
including reimbursement of expenses as detailed below:-

	Rs. lakhs
Statutory Audit	3.50
Total	3.50

XXIII. INTERNAL COMPLAINTS COMMITTEE UNDER THE PREVENTION
OF SEXUAL HARRASSMENT AT WORK PLACE (PREVENTION
PROHIBITION AND REDRESSAL) ACT. 2013 (POSH ACT)

The Company has adopted an Anti Sexual Harassment Policy for
prevention, prohibition and redressal of Sexual harassment, pursuant
to the provisions of sexual harassment at work place (Prevention,
Prohibition and Redressal) Act, 2013. During the year under review, no
complaints were received by the Company pursuant to the aforesaid
Act / Policy.

XXIV. HUMAN RESOURCES

The Company understands that employees are vital and valuable
assets. Your Directors place on record their sincere appreciation for
the valuable contribution made by the employees across all levels of
the organization.

XXVI. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY
COMPANY:

Your Directors state that in compliance of Section 186(4) of Companies
Act 2013, there are no loans given, investment made or guarantee
given or security provided under the provisions of Section 186 of the
Companies Act, 2013..

XXVII. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As the Net worth / Turnover / Net Profit of your Company is less
than the threshold limit of Rs.500 crore / Rs.1000 crore/ Rs.5 crore
respectively, Corporate Social Responsibility is not applicable for the
Company.

XXVIII. MANAGEMENT DISCUSSION AND ANALYSIS

The industrial gaskets are used various industries such as refineries,
power generation, chemical processing, food & pharmaceuticals, and
others. The gasket segment is projected to register the fastest CAGR
over the forecast period. The gaskets handle pressure and temperature
fluctuations, bolt stress relaxation, and creep. In addition, it prevents
the ingress or leak of toxic and corrosive chemicals and media.
Thus, gaskets are widely used for extreme chemical and temperature
demands in the chemical process and aerospace. Non-metallic
gaskets are witnessing high demand in automotive electronics, further
supplemented by the rising automotive production, particularly in Asia
Pacific and Europe. In addition, gaskets manufactured with advanced
materials, which are lightweight and offer high functionality, are
expected to drive the demand for non-metallic gaskets.

India has now been ranked sixth among the world''s ten largest
manufacturing countries. The petrochemical industry contributes

about 30% of raw materials to the chemical industry, which is
expected to reach USD 300 billion by 2025. Furthermore, factors such
as the growing industrial, electrical, and electronics sectors in the
developing economies, including China, India, and ASEAN countries,
are further expected to boost the demand for gaskets and seals in the
region.

STRENGTH

Your Company is an ISO 9001 & 14001 Certified company. We follow
British Standard ("BS"), Deutsches Institut fur Normung (DIN) - German
Standard, ASTM ("American Standard"), and American Standard Soc
of Mechanical Engineers ("ASME") quality standards for our range of
products.

The diversified products include four major categories:

1. Compressed Fibre Jointing Sheets / Gaskets

2. Gland Packing & Ropes

3. Fabric Expansion Joints

4. Technical and Heat Resistance Textiles

All the products are manufactured in-house at our manufacturing
facilities, which enables us to have an effective control over the
manufacturing process and to ensure consistent quality of our products.

The manufacturing unit is strategically located at Panvel providing us
with strategic and operational advantages and has a well-equipped
laboratory, modern technology and testing equipments with supporting
environment and facilities, to ensure that the products conform to the
pre-determined standards.

Your Company is in the process of setting up an additional
manufacturing facility at Anand Nagar, MIDC Ambernath, admeasuring
4000. Sq meter for expansion of business and manufacture of all types
of "Asbestos Free" Gaskets sheets for Automotive, Steel and other
process unit.

Your Company has a dedicated in-house Research & Development Laboratory
("R&D") which undertakes rigorous testing and quality management. Our
dedicated R&D team tests the raw materials procured and the products
manufactured. The R&D team is instrumental in maintaining the high quality
of our products.

WEAKNESS

Your Company depends on a number of suppliers within India and abroad, for
procurement of raw materials required for manufacturing our products and
the cost of raw materials is about two thirds of the revenue.

Your Company has not entered into long term contracts with suppliers and
prices for raw materials are normally based on the quotes that the Company
receives from various suppliers. Inadequate and timely unavailability
substandard quality of the raw materials used in the manufacture of our
products, could have a material adverse effect our business.

Your Company maintains a constant relationship with the suppliers and also
is constantly on the look-out for various alternative sources for sourcing of
good quality and cheaper materials.

OPPORTUNITY

The India industrial gaskets market witnessed a healthy growth in the
historical period of 2017-2021. The India industrial gaskets industry is
expected to grow at a CAGR of 6% in the forecast period of 2022-2027.

India has now been ranked sixth among the world''s ten largest manufacturing
countries. The petrochemical industry contributes about 30% of raw materials
to the chemical industry, which is expected to reach USD 300 billion by
2025. Furthermore, factors such as the growing industrial, electrical, and
electronics sectors in the developing economies, including China, India, and
ASEAN countries, are further expected to boost the demand for gaskets and
seals in the region.

Your Company is in the process of setting up an additional manufacturing
facility at Anand Nagar, MIDC Ambernath, admeasuring 4000. Sq meter
for expansion of business and manufacture of all types of "Asbestos Free"
Gaskets sheets for Automotive, Steel and other process unit.

THREATS

Your Company''s products are used by some well-known industrial houses
in Petrochemical, Pharmaceutical, Power, Steel, Cement, Chemical, Gas and
Process industry. The customers include large corporate houses who account
for about two thirds of our revenue from operations. The loss of any significant
clients would have a material effect on our financial results.

Your Company values customers and is constantly striving to create value for
our customers through products offered and committed deliveries.

XXIX. ACKNOWLEDGEMENTS:

Your Directors thank the various Central and State Government Departments,
Organizations and Agencies for the continued help and co-operation
extended by them. The Directors also gratefully acknowledge all stakeholders
of the Company viz. customers, members, dealers, vendors, banks and other
business partners for the excellent support received from them during the
year.

The Company manages monitors and reports on the principal risks and
uncertainties that can impact its ability to achieve its strategic objectives.

XXX:- OTHER DISCLOSURES

General Body Meetings: Details of the Annual General Meetings held during
the preceding three years are given below:

Year	Location	Mode	Date	Time
2020-21	Mumbai	physical at the registered office of the Company	September 30, 2021	11 am
2021-22	Mumbai	physical at the registered office of the Company	September 30, 2022	11 am
2022-23	Mumbai	physical at the registered office of the Company	31 September 2023	5.00 pm

Extra Ordinary General Meeting: During the year, no Extra Ordinary General
Meetings were held.

Means of Communication: The Company recognizes the importance of two¬
way communication with shareholders and of giving a balanced reporting of
results and progress and responds to questions and issues raised in a timely

and consistent manner. Shareholders seeking information may contact the
Company directly throughout the year. They also have an opportunity to ask
questions in person at the Annual General Meeting. Some of the modes of
communication are mentioned below:

Half yearly Results The approved financial results are forthwith sent to
the Stock Exchanges where the shares are listed and are displayed on the
Company''s website www.rexseal.com and are published in Business Standard
(English) and Tarun Bharat (Marathi), within forty-eight hours of approval
thereof.

Website :- All the information and relevant policies to be provided under
applicable regulatory requirements are available on the website of the
company www.rexseal.com in a user-friendly form.

Designated Email ID: The Investors can register their grievances and
complaints on the email id of the [email protected]. This email id is
displayed on the company''s website www.rexseal.com.

SEBI Complaints Redressal System (SCORES) SCORES is a system
implemented by SEBI which enables investors to lodge their complaints
electronically on the SEBI website. The investor complaints are processed in
a centralized web-based complaints Redressal system. The salient features
of this system are centralized database of all complaints, online uploading of
Action Taken Reports (ATRs) by the concerned companies and online viewing
by investors of actions taken on the complaint and its current status.

Compliance Certificate: The Company has complied with the mandatory
requirements as stipulated under the Listing Regulations. M/s Aabid & Co,
Practicing Company Secretaries, have issued the MR-3 certification.

Monthly High Low of Share Price movements

Month	High	Low
April 2023	143.00	135.00
May 2023	151.75	118.00
June 2023	125.00	95.00
July 2023	105.00	100.00
August 2023	115.75	101.75
September 2023	109.00	100.00
October 2023	128.10	100.00
November 2023	138.00	109.00
December 2023	122.00	84.60
January 2024	137.00	96.25
February 2024	144.10	104.15
March 2024	110.25	93.25

MD and CFO Certification:

The Managing Director and Whole Time Director & CFO of the Company have
issued a certificate in terms of Regulation 17(8) of the Listing Regulations,
certifying that the financial statements do not contain any materially
untrue statement and these statements represent a true and fair view of the
Company''s affairs. They also certify the accuracy of the financial results while
placing results before the Board.

a	Annual General Meeting	Friday 27th September 2024 at
		4.00 PM in physical mode

b.	Registered Office address	A-207, 2nd Floor, Plot No 711, Byculla Service Industries D.K Road, Ghodapdeo, Byculla East, Mumbai-400027
c	Address for correspondence with the company	As above
d	Dividend payment date	Not applicable
e	Name of stock exchange at which the Equity Shares of the company are listed	BSE SME Segment
f	Stock Code	543744
g	Registrar and Transfer Agents	Bigshare Services Pvt Ltd PINNACLE BUSINESS PARK, Office No S6-2, 6th, Mahakali Caves Rd, next to Ahura Centre, Andheri East, Mumbai, Maharashtra 400093

Share Transfer System: For administrative convenience and to facilitate
speedy approvals, authority has been delegated to the Share Transfer Agents
(RTA) to approve share transfers. Share transfers / transmissions approved
by the RTA and/or the authorized executives are placed at the Board Meeting
from time to time. In case of shares in electronic form, the transfers are
processed by NSDL / CDSL through respective Depository Participants.

All shares are in dematerialised mode. The Company obtains from a Company
Secretary in Practice, half-yearly certificate of compliance with the share
transfer and other formalities as required under Regulation 40 of the Listing
Regulations and files a copy of the certificate with the Stock Exchanges.

Code of Conduct: The Board has laid down a Code of Conduct and Ethics
for the Members of the Board and Senior Management Personnel of the
Company.

All Board Members and Senior Management Personnel have affirmed
compliance with the Code of Conduct for the financial year 2023-24.
Requisite declaration signed by Mr. Naresh Nayak , Managing Director to this
effect is given below.

Compliance with the Code of Business Conduct and Ethics

As provided under Regulation 26 (3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, all Board Members and Senior
Management Personnel have affirmed compliance with Rex Code of Business
Conduct and Ethics for the year ended 31st March, 2024.

Copies of the aforementioned Codes have been put on the Company''s website
and can be accessed at www.rexseal.com

Other Disclosures:

• All transactions entered into with Related Parties as defined under
the Companies Act, 2013 and Regulation 23 of the Listing Regulations
during the financial year 2023-24 were undertaken in compliance with
the aforesaid regulatory provisions;

• There were no materially significant transactions with related parties
during the financial year which were in conflict with the interest of the
Company;

• The register of contracts is placed before the Board/Audit Committee
regularly.

• There has been no non- compliance by the company on any matter
related to capital markets. Hence, the question of penalties or
strictures being imposed by SEBI or Stock Exchange or any other
regulatory authority does not arise.

• The Company has not raised any funds through preferential allotment
or qualified institutions placement.

• The Board of Directors confirm that they have accepted all the
recommendations received from all its Committees.

• No securities of the Company have been suspended during the year.

• The Company has adopted Policy on Prevention of Sexual Harassment
at Work Place as required by The Sexual Harassment of Women at
the Workplace (Preservation, Prohibition & Redressal) Act, 2013. The
Company has not received any complaints during the FY 2023-24.

• M/s. Aabid & Co, Practicing Company Secretaries have conducted
Secretarial Audit of the Company for the Financial Year 2023-24. The
Secretarial Audit Report forms part of the Director’s Report.

• The Company has paid Annual Listing Fees for the Financial Year 2023¬
2024.

The Company has not issued any GDRs/ADRs/Warrants or any convertible
instruments in the past and hence as on 31st March, 2024 the Company
does not have any outstanding GDRs/ADRs/Warrants or any convertible
instruments.

Policy Determining Material Subsidiaries and Related Party Transactions:

The Company has adopted the policy on determining material subsidiaries
and Policy on dealing with related party transactions.

Disclosure on Material Related Party Transactions: All transactions entered
into by the Company with related parties were in the ordinary course of
business and at arm''s length pricing.

As mandated under the Companies Act, 2013 as also the SEBI (LODR)
Regulations, 2015 all the related party transactions were duly reviewed by
the Audit Committee of the Board and approved by the Board of Directors of
the Company.

There are no related party transactions or modifications of the existing
contracts or arrangements with related parties which are required to be
disclosed in the Board''s Report.

Credit Rating: During the year Company has not obtained credit rating from
any of credit rating agency.

The credit rating by external rating agencies is not compulsory from
regulatory capital perspective, if the maximum aggregate exposure to one
counter party does not exceed the threshold limit of '' 7.5 crore.

Plant Location: Plot No. M- 44, M. I. D. C. Industrial Area, Taloja, Tal., Panvel,
Maharashtra 410208

Compliance with Mandatory Requirements and adoption of Non-Mandatory
Requirements: The Company has complied with all mandatory requirements
of the Listing Regulations.

The Company has adopted the following non-mandatory requirements of
Regulation 27(1) read with Part E of Schedule II of the Listing Regulations:

(a) Modified opinion(s) in audit report: The Company is Not in the regime of
financial statements with modified audit opinion.

(b) Reporting of Internal Auditor: The Internal Auditor reports directly to the
Audit Committee.

Disclosures of compliance with Corporate Governance requirements
specified in Regulation 17 to 27 and Regulation 46(2) (b) to (i) of the Listing
Regulations:

No.	Particulars	Regulation	Compliance status Yes/ No/N.A.	Compliance observed for following:
1	Board of Directors	17	Yes	• Board Composition • Meeting of Board of Directors • Review of compliance reports • Plans for orderly succession for appointments • Code of Conduct or all members of board of directors and senior management • Fees / compensation • Minimum information to be placed before the Board • Compliance Certificate • Risk Assessment & Management • Performance Evaluation of Independent Directors
2	Audit Committee	18	Yes	• Composition • Meeting of Audit Committee • Role of Audit Committee and review of information by the Committee
3	Nomination and remuneration committee	19	Yes	• Composition • Role of the Committee • Meeting of Nomination & Remuneration Committee • Role of Nomination & Remuneration Committee
4	Stakeholders Relationship Committee	20	Yes	• Composition • Role of the Committee • Meeting of Stakeholders Relationship Committee • Role of Stakeholders Relationship Committee
5	Risk Management Committee	21		• The Company is not in the list of top 500 listed entities by market capitalization

6	Vigil Mechanism	22	Yes	• Formulation of Vigil Mechanism for Directors and employees • Direct access to Chairperson of Audit Committee
7	Material Related Party transactions	23	Yes	• Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions • Related Party Transactions of the Company are pursuant to contracts duly approved by the Audit Committee, Board of Directors and Shareholders of the Company • Review of transactions pursuant to aforesaid contract
8	Corporate Governance requirements with respect to subsidiary of listed entity	24	N.A	• The Company does not have any subsidiary
9	Obligations with respect to Independent Directors	25	Yes	• Maximum Directorship and Tenure • Meeting of Independent Directors • Familiarization of Independent Director
10	Obligations with respect to employees including senior management, key managerial persons, directors and promoters	26	Yes	• Memberships/ Chairmanships in Committees • Affirmation with compliance to Code of Business Conduct and Ethics from Directors and Management Personnel • Disclosure of shareholding by Non¬ executive Directors • Disclosures by Senior Management about potential conflicts of interest • There is no agreement entered by the employees or KMP with regard to compensation or profit sharing in connection with dealings in the securities of Company

11	Other	27	N.A	• Compliance with
	Corporate G o			discretionary
	v e r n a n c e			requirements
	requirements			• Filing of quarterly
				compliance report on Corporate Governance is not applicable

DECLARATION PURSUANT TO REGULATION 26(3) OF THE SEBI
REGULATIONS:

This is to confirm that the Company has adopted a Code of Conduct for its
employees including the Managing Director and Executive Directors. In
addition, the Company has adopted a Code of Conduct for its Non-Executive
Directors.

We, Mr. Naresh Nayak Managing Director and Mr. Niranjan Nayak Whole
Time Director and CFO of the Company, hereby confirm that, the Company
has in respect of the year ended 31st March, 2024, received from the
Senior Management and Board of Directors of the Company a declaration of
compliance with the code of conduct as applicable to them.

CEO/CFO COMPLIANCE CERTIFICATION

Compliance Certificate under Regulation 17(8) of SEBI (Listing Obligations
& Disclosure Requirements) Regulation, 2015

We, Mr. Naresh Nayak Managing Director and Mr. Niranjan Nayak Whole
Time Director and CFO of the Company do hereby certify to the Board that in
respect to the Financial Year ended on 31st March, 2024.

We have reviewed the Financial Statements, read with the Cash Flow
Statement of the Company and to the best of our knowledge and belief, we
state that:

a) these statements do not contain any materially untrue
statements or omit any material fact or contain statements that
might be misleading;

b) these statements together present a true and fair view of the
Company''s affairs and are in compliance with existing accounting
standards, applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transactions
entered into by the Company during the year which are fraudulent,
illegal or violative of the Company''s code of conduct.

3. We accept responsibility for establishing and maintaining internal
controls for financial reporting and that we have evaluated the
effectiveness of the internal control systems of the Company pertaining
to financial reporting and have disclosed to the Statutory Auditor and
the Audit Committee, deficiencies in the design or operation of such
internal controls, if any, of which we are aware and the steps we have
taken or propose to take to rectify these deficiencies.

4. We have indicated to the Statutory Auditor and the Audit Committee -

a) Significant changes, if any,(NIL for the year 2023-24) in internal
control over financial reporting during the year, if any;

b) Significant changes in accounting policies during the year, if
any, (NIL for the year 2023-24) and that the same have been
disclosed in the notes to the financial statements; and

c) Instances, if any of significant fraud of which we have become
aware and the involvement therein, if any, of the management or
an employee having a significant role in the Company''s internal
control system over financial reporting. NIL for the year 2023¬
24.

FOR AND ON BEHALF OF THE BOARD

REX SEALING & PACKING INDUSTRIES LIMITED

Naresh Nayak Niranjan Nayak

Managing Director Whole Time Director and Chief Financial Officer

DIN: 0 0 347765 DIN: 02606926

Aishwarya Kacchhwaha

Company Secretary

Membership No.:51475

Place: Mumbai

Date: August 31, 2024