Directors Report of SMVD Poly Pack Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 16^th Annual Report of the company together with
the Audited Accounts for the year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS

	(Rs. in lakh)
Particulars	Current Year	Previous Year
	2025	2024
Revenue from operations	37.42	2479.32
Operating Profit/(Loss)	1193.36	(5552.78)
Other Income	5.96	7.21
Depreciation	(7.77)	(66.57)
Profit before tax	1191.55	(5612.14)
Tax Expenses:
Current Tax	-	-
MAT Credit Entitlement	(101.66)	-
Deferred Tax	_-	234.55
Income tax for Earlier Year	(0.19)	(0.08)
Total Tax Expenses	(101.85)	234.48
Net Profit/Loss	1089.70	(5377.66)
Other Comprehensive Income/(Loss) for the year, net of tax	00	00
Total Comprehensive Income/(Loss)	1089.70	(5377.66)
Add : Balance Brought forward from last year	(4590.54)	787.12
	(3500.84)	(4590.54)

2. State of Companyâs Affairs

Your Company is engaged in the business of manufacturing and marketing of PP/HDPE Bags,
Jumbo Bags (Flexible Intermediate Bulk Containers (FIBC) and other kinds of flexible packaging
products.

As already informed via Announcement through the Stock Exchange mode, the Company has
received the Insurance Claim of ^1600.00 lakhs during the year 2024-25 and ^3167.24 lakhs after
the end of the financial year on 25.6.2025 which is significantly lower than the value initially
assessed by the surveyor. Despite several follow-ups, no justification has been provided by the
insurance company for this deviation.

At present the Company has paid off and closed all its credit facilities availed through the Axis
Bank and Standard Chartered Bank. The Company presently is also engaged in clearing all the
pending dues to its creditors. Moreover, on account of delay in disbursal of Insurance Claim by the
Insurance Company, a fresh financial strategy needs to be prepared in order to deploy fresh funds,
the Company will now have to prepare fresh project Reports after giving effect of the hikes in
prices and all the other changes that occurred during these years in order to approach the lenders.

On a Standalone basis during the year under review the Company has earned a net profit of Rs.
1089.70 Lakhs at a turnover of Rs. 37.42 Lakhs compared to a loss of Rs. 5377.67 Lakhs at a
turnover of Rs. 2479.32 Lakhs in the previous year 2023-24.

On a Consolidated basis during the year under review the Company has earned a net profit of Rs.
1089.81 Lakhs at a turnover of Rs. 37.42 Lakhs compared to a loss of Rs. 5377.66 Lakhs at a
turnover of Rs. 2479.32 Lakhs in the previous year 2023-24.

3. Change in the Nature of Business, if any

There was no Change in the Nature of Business of the Company during the year under review.

4. Dividend

The Directors could not recommend any dividend for the year 2024-25 in order to conserve the
resources for the future business requirements of the Company.

5. Public Deposits

The Company has not accepted any Deposits during the year, no deposits remained unpaid or
unclaimed as at the end of the year and as such there was no default in repayment of deposits or
payment of interest thereon during the year.

6. Transfer to Reserves

The Board has decided to transfer the entire amount of profits of the current year 2024-25 to
General reserve.

7. Share Capital

During the year under review there was no change in the Authorised, Issued, Subscribed and Paid
up Capital of the Company.

Presently as on 31^st March, 2025 the Authorised Share Capital of the Company stood at Rs. 20.00
Crs. divided into 2,00,00,000 shares of Rs. 10/- each whereas the Issued, Subscribed and Paid-up
share capital of the Company is Rs. 10,03,01,050/- divided into 10,030,105 shares of Rs. 10/- each.

8. General Meetings held during the year

Apart from the Annual General Meeting on 30^th September, 2024, no other general meeting was
held during the year under review.

The Company has conducted Postal Ballot w.e.f 11^th June, 2025 to 10^th July, 2025 for seeking the
consent of the shareholders of all the agendas forming part of the Notice. The Results of Postal
Ballot were announced on 11^th July, 2025 by the Company, were in all the resolutions were
declared passed with requisite majority. The Said results along with the scrutinizer reports are also
available on the website of the Company at www.smvdpolypack.com.

9. Directorsâ Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors hereby
confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation related to material departures;

ii) Appropriate accounting policies have been selected and applied consistently and
judgements and estimates that are reasonable and prudent have been made so as to give
a true and fair view of the state of affairs of the Company as at 31st March, 2025 and
of the Profit of the Company for the year ended on 31st March, 2025;

iii) Proper and sufficient care has been taken, to the best of their knowledge and ability, 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;

iv) The annual accounts have been prepared on a going concern basis;

v) The Directors have laid down internal financial Controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and

vi) Proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

10. Directors and Key Managerial Personnel

â¢ Appointments

No fresh appointments took place during the year under review.

â¢ Resignation

Ms. Bharti Ranga (DIN: 06864738) Non-executive Independent Director of the Company has
resigned from the Board of Directors of the Company w.e.f. 23^rd August, 2024 due to her preÂ¬
occupation and certain new assignments. Further, Ms. Ranga has confirmed that there was no other
reason except as stated above, for her resignation.

The Board accepted her resignation and recorded its appreciation towards valuable contribution
made by Ms. Ranga during her tenure as an Independent Director of the Company.

â¢ Retirement by Rotation

Pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act,
2013 and Articles of Association of the Company, Mr. Pawan Kumar Agarwal (DIN: 00325033)
Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting
and being eligible offered himself for reappointment.

â¢ Key Managerial Personnel

Mr. Pramod Kumar Agarwal is the Chairman & Managing Director of the Company. The Board at
its meeting held on 18^th July, 2025 have proposed for the consent of shareholders for payment of
remuneration to Mr. Agarwal under the provisions of Companies Act, 2013 and Schedule V for the
remaining term of his tenure as detailed in the explanatory statement of item no. 4 annexed to the
Notice of the 16^th Annual General Meeting of the Company.

11. Declaration by Independent Directors

Declaration of Independence as per Section 149(6) of the Companies Act, 2013 were duly received
from all the Independent Directors as required under the provisions of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. Auditors

â¢ Statutory Auditors

The term of office of M/s D.K. Parmanandka & Co., Chartered Accountants as the statutory
auditors of the Company had expired at the Annual General Meeting held for the year 2024, hence,
based on the recommendation of the Audit Committee and the Board of Directors the shareholders
had given their consent for the appointment of M/s Seksaria Tibrewal & Co., Chartered
Accountants (Firm Registration No 329660E) as the Statutory Auditors of the Company for a term
of consecutive two years commencing from the conclusion of the 15^th Annual General Meeting of
the Company till the conclusion of the 17^th Annual General Meeting to be held in the year 2026.

Audit Report

The Statutory Auditors M/s Seksaria Tibrewal & Co., in their report dated 30^th May, 2025 have
expressed their qualified opinion represented hereunder;-

âWe draw attention to Note 34 of the financial statements regarding erosion of share capital and
reserves and surplus, and the accumulated losses have exceeded the Net Worth of the Company. As
more fully explained in the above note, a material uncertainty exists that may cast a significant
doubt on the Companyâs ability to continue as a going concern. However, the financial statements
have been prepared by the management on a going concern basis for the reason stated in the
aforesaid note.â

A reference can also be drawn at the following observations of the auditors from the auditors report
dated 30^th May, 2025:-

â¢ At points a & b under the head âMatter of emphasisâ covered in the auditors report were in
the auditors have stated their un-modified opinion and

â¢ A few observations made by the auditors in Annexure A to their report under serial nos.
(ii)(b) , (ix)(a), (ix)(d) and (xix)

The management views/comments/explanations on all the aforesaid observations are represented
hereunder;-

â¢ On the modified/qualified opinion- âLooking to the projects in hand, future cash flow
projections and pending realisation of insurance claim from the insurance company, the
accounts have been prepared under going concern basisâ.

As per the present scenario the views of the management on preparation of accounts as a
going concern basis can also be justified as the Company has received the Claim money
and the net worth has also turned positive.

â¢ On the emphasis made, references drawn/observations made in their reports-âThe main and
the only reason behind all the aforementioned observations made/emphasis laid by the
auditors on the financial statements of the Company is the Fire. The sudden occurrence of
the devastating fire has engulfed the whole manufacturing set up thereby leading the
Company to a standstill position with no business. And on account of the non receipt of the
Insurance Claim, the Company has shortage of funds as such the necessary provisions were
made for all the liabilities but can only be paid on receipt of claim. The Company has
represented the amount of the Insurance policy undertaken wherever required as the
Company is optimistic on realisation of full value of claim as there were no
adverse/negative remarks received from the insurance company after due
submission/execution of all the requisite documentation moreover there cannot be any
delay in statutory/regulatory compliances including the stock statements required to be
submitted to banks on account of borrowed funds.â

Subsequently, the Company has received the balance amount of the insurance claim as
settled by the insurance company. However, it is important to note that the final settlement
amount is significantly lower than the value initially assessed by the surveyor. Despite
several follow-ups, no justification has been provided by the insurance company for this
deviation. That said, the amount received is sufficient for the Company to meet all its
financial obligations. The Company has initiated the process of clearing all outstanding
dues with creditors and has successfully repaid the entire loan, including accrued interest,
to its bankers. As a result, the Company has obtained the No Dues Certificate from the
bank, marking the closure of all its banking liabilities.

All the other Notes to Accounts, as referred in the Auditorsâ Report are self - explanatory and
hence does not call for any further explanation.

â¢ Internal Auditors

M/s. C.L.Mundhra & Co., Chartered Accountant were appointed as the Internal Auditors of the
Company to carry out the Internal Audit for the FY 25-26 under the provisions of section 138 of
the Companies Act, 2013. The Internal Audit is conducted every year to scrutinize the functioning
of various areas of operations and its observation/remarks/recommendation are forwarded to the
Audit Committee. Required action is taken based on the decision of the Committee & Board on the
observation/remarks/recommendation, if any given by the internal auditor.

â¢ Secretarial Auditor

M/s. Robin Jain & Associates, Company Secretary are appointed as the Secretarial Auditor of the
Company to carry out Secretarial Audit for the FY 25-26 under the provisions of Section 204 of the
Companies Act, 2013.It may further be noted that the provisions of Regulations 24A of the Listing
Regulations w.r.t. the term of appointment of Secretarial Auditor does not apply to a SME listed
Company. The Secretarial Audit Report for the year 24-25 is annexed to the Boardâs Report as
Annexure C.

There are no qualifications/reservation/adverse/disclaimer remarks in the Secretarial Audit Report
which requires any explanation from the Board of Directors of the Company.

â¢ Cost Audit

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with Companies
(Cost Records and Audit) amendment rules, 2014, the Companyâs product does not fall under the
purview of Cost Audit.

13. Reporting of Frauds

There was no instance of fraud during the year under review which required the Statutory auditor
or the Secretarial Auditor to report to the Audit Committee, Board and or Central Govt. under the
provisions of Section 143(12) of the Companies Act, 2013 read with the Rules made thereunder.

14. Personnel (Particulars of employees & Related Disclosures)

The particulars and information of the employees as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014 has been set out as Annexure - E to this Report, attached
hereto. There are no employees who are in receipt of remuneration in excess of the limit specified
under Section 134(3) (q) read with Rule 5 (2) and 5 (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Amendment Rules, 2016.

15. Companyâs Website

The website of the Company www.smvdpolypack.com represents a perfect view of the
Companyâs businesses, its products for all its customers and investors. The site not only carries the
information about the Company but also includes all the mandatory information and disclosures as
per the requirements of the Companies Act, 2013 and Companies Rules 2014 and as per SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015 viz. Financial Results of your
Company, Shareholding Pattern, Directorsâ & Corporate Profile, details of Board Committees,
Corporate Policies etc.

16. Listing of Securities in Stock Exchanges

The Securities of the Company are Listed on The National Stock Exchange of India Ltd. (NSE)
under the SME Segment.

The Company is registered with both NSDL & CDSL for holding the shares in dematerialized form
and open for trading. The Company has paid all requisite Fees to the Stock Exchange &
Depositories.

17. Code of Conduct

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has
approved & adopted the Code of Conduct for prevention of Insider Trading & the code of practices
and procedure for fair disclosure of Un-published Price Sensitive Information and the same is also
placed on the Companyâs website at https://www.smvdpolypack.com/corporate-policies.

The Company has in place the Code of Conduct and business principles for all the Board members
including Executive/Non-Executive Directors, senior management and all the employees of the
Company for conducting business in an ethical, efficient and transparent manner so as to meet its
obligations to its shareholders and all other stakeholders and the same has also been placed on the
Companyâs website https://www.smvdpolvpack.com/corporate-policies. Moreover the Board
Members and Senior Management have affirmed their compliance with the Code.

18. Related Party Transactions

All transactions entered with related parties during the FY 24-25 were on armâs length basis and
were in the ordinary course of business entered into with prior approval of Audit Committee. There
have been no materially significant related party transactions with the Companyâs Promoters,
Directors and others as defined in section 2(76) of the Companies Act, 2013 and Regulation 23 of
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 which may have
potential conflict of interest with the Company at large. Accordingly, disclosure in Form AOC 2 is
not required.

The details of the related party transactions as required under Indian Accounting Standard - 24 are
set out in Note to the Financial Statements forming part of this Annual Report. The Company has
also formulated a policy on dealing with the Related Party Transactions and the same has been
uploaded on the website of the Company.

The Company has received the concent of the Shareholders via Postal Ballot on 10^th July, 2025 for
entering into the material Related Party Transaction for sale of Shares of Associate Company to
Mr. Pramod Kumar Agarwal & Mrs. Sangita Agarwal, Directors of the Company to be undertaken
during the year 2025-26.

19. Board Meetings & Committees

i) Number of Board Meetings

The Board of Directors met 4 times during the year under review on 30.05.2024, 23.08.2024,
14.11.2024 & 11.03.2025 respectively.

Name of Directors	Category	No of Board Meetings		Whether attended last AGM held on ₃₀th September, 2024.	No. of Directorship in other public limited Companies	No of Committee position held in other public limited companies
Name of Directors	Category	Held during the year	atten ded	Whether attended last AGM held on ₃₀th September, 2024.	No. of Directorship in other public limited Companies	As Chair man/ Chair perso n	As Memb er
Mr. Pramod Kumar Agarwal	Chairman & Mg. Director	4	3	Yes	NIL	NIL	NIL
Mrs. Sangita Agarwal	Non-Executive Director	4	4	Yes	NIL	NIL	NIL
Mr. Pawan Kumar Agarwal	Non-Executive Director	4	4	Yes	â¢ Nezone Strips Ltd.**	NIL	NIL
Ms. Bharti Ranga*	Independent Director	1	0	NA	NIL	NIL	NIL
Mr. Varun Roongta	Independent Director	4	4	Yes	NIL	NIL	NIL

Mr. Sumit	Independent	4	4	Yes	NIL	NIL	NIL
Agarwal	Director

ii) Committees of Board

The details of the Committees of the Board are as follows:-

AUDIT COMMITTEE - The Audit Committee was entrusted with review of quarterly and annual
financial statements before submission to the Board, review of observations of auditors and to
ensure compliance of internal control systems authority for investigation and access for full
information and external professional advice for discharge of the functions delegated to the
Committee by the Board.

Serial No.	Name	Designation	Nature of Directorship
1	Mr. Varun Roongta	Chairman	Non-Executive, Independent
2	Mr. Sumit Agarwal	Member	Non-Executive, Independent
3	Mr. Pawan Kumar Agarwal	Member	Non-Executive, Non- Independent

All the members of the Committee are financially literate.

The terms of reference of the Audit Committee are as follows:-

1) Oversight of the listed entityâs financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;

2) recommendation for appointment, remuneration and terms of appointment of auditors of the
listed entity and review and monitor the auditorâs independence, performance, and
effectiveness of audit process;

3) approval of payment to statutory auditors for any other services rendered by the statutory
auditors;

4) reviewing, with the management, the annual financial statements and auditor''s report thereon
before submission to the board for approval, with particular reference to:

a) matters required to be included in the directorâs responsibility statement to be included in
the boardâs report in terms of clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013;

b) changes, if any, in accounting policies and practices and reasons for the same;

c) major accounting entries involving estimates based on the exercise of judgment by

management;

d) significant adjustments made in the financial statements arising out of audit findings;

e) compliance with listing and other legal requirements relating to financial statements;

f) disclosure of any related party transactions;

g) modified opinion(s) in the draft audit report;

5) reviewing, with the management, the quarterly financial statements before submission to the
board for approval;

6) reviewing, with the management, the statement of uses / application of funds raised through an
issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for
purposes other than those stated in the offer document / prospectus / notice and the report
submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights
issue, and making appropriate recommendations to the board to take up steps in this matter;

7) reviewing and monitoring the auditorâs independence and performance, and effectiveness of
audit process;

8) approval or any subsequent modification of transactions of the listed entity with related
parties;

9) scrutiny of inter-corporate loans and investments;

10) valuation of undertakings or assets of the listed entity, wherever it is necessary;

11) evaluation of internal financial controls and risk management systems;

12) reviewing, with the management, performance of statutory and internal auditors, adequacy of
the internal control systems;

13) reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting
structure coverage and frequency of internal audit;

14) discussion with internal auditors of any significant findings and follow up there on;

15) reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the board;

16) discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern;

17) to look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors;

18) to review the functioning of the whistle blower mechanism;

19) approval of appointment of chief financial officer after assessing the qualifications, experience
and background, etc. of the candidate;

20) Carrying out any other function as is mentioned in the terms of reference of the audit
committee.

The audit committee shall mandatorily review the following information:

1) management discussion and analysis of financial condition and results of operations;

2) statement of significant related party transactions (as defined by the audit committee),
submitted by management;

3) management letters / letters of internal control weaknesses issued by the statutory auditors;

4) internal audit reports relating to internal control weaknesses; and

5) the appointment, removal and terms of remuneration of the chief internal auditor shall be
subject to review by the audit committee.

6) statement of deviations:

a) quarterly statement of deviation(s) including report of monitoring agency, if applicable,
submitted to stock exchange(s) in terms of Regulation 32(1).

b) annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7).

The Committee shall have the following powers:-

The Audit Committee shall be authorised to investigate any matter in relation to above term of
reference and shall have power :

1. To seek information from any employee.

2. To obtain outside legal or other professional advice.

3. To secure attendance of outsiders with relevant expertise, if it considers necessary.

Meetings held and attended during the year - 4 Audit Committee meetings on 30.05.2024,
23.8.2024, 14.11.2024 and 11.03.2025 respectively were held during the year under review.

Serial No.	Name	Meetings held	Meetings attended
1	Mr. Varun Roongta	4	4
2	Mr. Sumit Agarwal	4	4
3	Mr. Pawan Kumar Agarwal	4	4

â¢ NOMINATION & REMUNERATION COMMITTEE

Composition of the committee with effect from 14.11.2024

Serial No.	Name	Designation	Nature of Directorship
1	Mr. Sumit Agarwal	Chairman	Non-Executive, Independent
2	Mr. Varun Roongta	Member	Non-Executive, Independent
3	Mr. Pawan Kumar Agarwal	Member	Non-Executive

The terms of reference of the Nomination & Remuneration Committee are as follows:-

1) formulation of the criteria for determining qualifications, positive attributes and independence
of a director and recommend to the board of directors a policy relating to, the remuneration of
the directors, key managerial personnel and other employees;

2) formulation of criteria for evaluation of performance of independent directors and the board of
directors;

3) devising a policy on diversity of board of directors;

4) identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the board of
directors their appointment and removal.

5) Whether to extend or continue the term of appointment of the independent director, on the
basis of the report of performance evaluation of independent directors.

Serial No.	Name	Meetings held	Meetings attended
1	Mr. Sumit Agarwal	1	1
2	Mr. Varun Roongta	1	1
3	Mr. Pawan Kumar Agarwal	NA	NA

STAKEHOLDER RELATIONSHIP COMMITTEE - Stakeholders Relationship Committee
looks into redressing of shareholdersâ and investors grievances like transfer of Shares, non receipt
of Balance Sheet, etc.

Composition of the committee with effect from 14.11.2024

Serial No.	Name	Designation	Nature of Directorship
1	Mr. Pawan Kumar Agarwal	Chairman	Non-Executive, Non -Independent
2	Mr. Pramod Kumar Agarwal	Member	Executive
3	Mr. Sumit Agarwal	Member	Non-Executive, Independent

The terms of reference of the Stakeholders Relationship Committee are as follows:-

1) Review the mechanism adopted for redressing the grievance of shareholders, debenture
holders and deposit holders and other security and the status of such redressal;

2) Review of the activities of the Secretarial Department of the Company inter alia adherence to
Service Standards and Standard Operating Procedures relating to the various services rendered
by the Investor Services Department, various initiatives taken to inter alia reduce quantum of
unclaimed dividends, status of claims received and processed for unclaimed shares, uploading
of data relating to unclaimed deposits/ dividends on the website of Investor Education &
Protection Fund and the Corporation.

3) Review status of compliances with laws applicable to the Secretarial Department and its risk
profile;

4) Review the Action Taken Report in respect of recommendations made by the Committee/
Management;

5) Review the status of the litigation(s) filed by/ against the security holders of the Company;

6) Review the mechanism adopted to review, monitor and report transactions relating to
securities which may be suspicious from a money laundering perspective, in accordance with
the KY C & AML Policy relating to securities of the Corporation; and

7) The Committee shall perform such other functions as may be required under the relevant
provisions of the Companies Act, 2013, the Rules made there under and Listing Regulations.

8) To oversee the performance of the Registrar and Transfer Agents and recommend measures
for overall improvement in the quality of investors services.

Serial No.	Name	Meetings held	Meetings attended
1	Mr. Pramod Kumar Agarwal	1	1
2	Mr. Pawan Kumar Agarwal	1	1
3	Mr. Sumit Agarwal	1	1

Note : The Company Secretary acts as the Secretary to all the Committees.

20. Extracts of Annual Return

As per the requirement of Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013,
the Annual Return for the year 2024-25 has been placed on the website of the Company. The
weblink of the same is https://www.smvdpolypack.com/disclosure-u-r-of-lodr

21. Risk Analysis

The Company has in place proper risk management system to inform the Board members about the
Risk assessment and mitigation plans and periodical reviews to ensure that the critical risks are
controlled by the executive management. The Board itself along with the Audit Committee looks
after the risk management plans and ensures its effectiveness.

22. Internal Financial Control

The Company has in place adequate internal financial control as required under section 134(5)(e)
of the Act. During the year such controls were tested with reference to financial statements, no
reportable material weakness were observed in the formulation or operations and appropriate
measures were taken as and when required to combat the effect of deficiencies/weaknesses, if any.

23. Loans, Guarantees and Investments

The Company has made not made any investments, given loans or provided security during the
year under review.

The Board of Directors at their meeting held on Friday the 18^th Day of July, 2025 have proposed
for the consent of the shareholders for enhancement of limits under Section 186 of the Companies
Act, 2013 in order to enable the Company to invest or give loan out of the surplus funds available
with the Company until fully utilized. The resolution seeking the consent is enlisted under item no.
3 of the Notice of Annual General Meeting and the all the requisite details concerning the proposed
resolution forms part of the explanatory statement of the said notice.

24. Subsidiaries, Associates or Joint Ventures

Your Company does not have any subsidiaries, joint ventures but it has 1 (one) associate M/s.
Aashakiran Commodeal Pvt. Ltd., during the year under review. As per the provision of Section
129(3) and rule 5 of the Companies (Accounts) Rules, 2014 the statement in AOC-1 containing the
salient features of the financial statement of the associate Company is given in Annexure -B.

25. Evaluation of Boardâs Performance

The Board annually evaluates its performance as well as the performances of its Committees and of
Directors individually.

For evaluating the performance of the Board as a whole, the Board reviews the periodical
performances of the Company and the role of the Board towards achievement of the said
performances and the future plans as set out from time to time.

The performance evaluation of the Chairman and Non-Independent Directors was carried out by
the Independent Directors. The performance of all the Directors was evaluated by linking it directly
with their devotion towards their level of engagement and contribution, Individual judgements,
safeguarding the interest of the Company, implementation and management of the growth
parameters of the Company etc.

The performance of the Non Executive / Independent Directors is also evaluated on the basis of
their contribution for adopting better corporate governance practices, transparency and disclosures
in achieving the goal of the Company.

The performance of the various Committees of the Board is reviewed on the basis of the
achievement of the work designated to the specific committee.

26. Nomination Remuneration & Evaluation Policy

The Company has laid down a Policy on Nomination Remuneration & Evaluation being
recommended by the NR Committee of the Company in compliance with the requisite provisions
of the Companies Act, 2013 & SEBI (LODR) Regulations, 2015. The policy envisages as follows:

i) Criteria for appointment and removal of Directors, KeyManagerial Personnel (KMP) and
Senior Management Executivesof the Company.

ii) Remuneration payable to the Directors, KMPs and Senior Management Executives.

iii) Evaluation of the performance of the Directors.

iv) Criteria for determining qualifications, positive attributes and independence of a Director.

27. Vigil Mechanism (Whistle Blower Policy)

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with
regulation 22 of the SEBI (LODR) Regulation, 2015, a Vigil Mechanism for directors and
employees to report genuine concerns has been established. The Vigil Mechanism Policy is
available on the website of the Company at https://www.smvdpolvpack.com/corporate-policies.

28. Corporate Social Responsibility (CSR Policy)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 it may be noted that the CSR
provisions as specified therein were not applicable on the Company during the year under review.

29. Management Discussion and Analysis Report

In compliance with Regulation 34(3) of Listing Regulations, a separate section on Management
Discussion and Analysis which includes details on the state of affairs of the Company is annexed as
Annexure -D.

30. Disclosure with respect to demat suspense account/unclaimed suspense account under
Clause F of Schedule V of SEBI(LODR) Regulations, 2015.

It may be noted that there are no such shares lying unpaid or outstanding in any such
aforementioned accounts with the Company.

31. Disclosure of Information under Clause G of Schedule V of SEBI(LODR)
Regulations, 2015.

In reference to the newly inserted Clause of the aforesaid Regulations it may be noted that as on
date there are no such agreements existing or entered into by the parties enlisted therein where the
listed entity i.e .SMVD is a party or is not a party and which directly or indirectly or potentially or
whose purpose is to impact the management or control of the Company or impose any restriction or
create any liability upon the Company.

The Company has only entered into agreements in the normal course of Business with the
appropriate approval of the Concerned authorities wherever required and none of their impact is to
effect the management or control of the Company.

32. Conservation of Energy & Technology Absorption

Information pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 are given is annexed as Annexure - A which forms part of this
report.

33. Foreign Exchange Earning & Outflow

Foreign Exchange Earning: Nil

Foreign Exchange Outgo: Nil

34. Compliance with Secretarial Standards and other applicable laws

Your Company often strives to comply not only with all applicable Secretarial Standards issued by
the Institute of Company Secretaries of India (ICSI) but also with all the other applicable laws on
the Company implemented under various statutes to the extent possible.

35. Industrial Relations

The industrial relation during the FY 2024-25 were more or less cordial.

36. Disclosure under the Sexual Harassment of Women at workplace (Prevention,
Prohibition and Redressal) Act, 2013

The Company has in place the policy on prevention and redressal of sexual harassment at the
workplace, pursuant to the provisions of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013.The Company has an Internal Complaints
Committee for prevention and redressal of complaints of sexual harassment of women at the
workplace. No complaints of Sexual Harassment were received by the Company during the year
under review. No Complaints were required to be disposed off during the year and there were no
cases pending for more than ninety days.

37. Disclosure on Compliance of the provisions of Maternity Benefit, 1961.

The Company has complied with the provisions of the Maternity Benefit Act, 1961, although no
such request for maternity benefit has been received from any employee during the year under
review. (A total of 12 permanent employees were there on the closure of the Financial Year Viz.
Females - 3, Males - 9 and transgender - 0.)

38. Significant & material orders passed by the Regulators or Courts or Tribunals
impacting the going concern status & Companyâs Operations in Future

There have been no significant & material orders passed by regulators / courts / tribunals
impacting going concern status and Companyâs operations in future.

39. Details of 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 statement relates and the date of the report.

The Company has received Rs. 3167.24 lakhs from the Oriental Insurance Co. Ltd. as on
25.06.2025 i.e. post the end of the financial year and effecting the financial position of the
Company positively on account of which the present Net Worth of the Company has also turned
positive.

40. Update on Disclosure of material accident that took place at the works premises of the
Company on 29^th July, 2023.

In furtherance to all the Intimations made via Stock Exchange about the massive fire that broke out
at the works premises of the Company at night on 29^th July, 2023, this is to bring to the notice of
the shareholders that since the establishment was fully insured the Insurance Company âOriental
Insurance Company Limitedâ has released the claim amount Rs. 1600.00 lakhs during the year
2024-25 and Rs. 3167.24 lakhs after the closure of the financial year. But the claim amount
released by the Oriental Insurance Company has not been justified by them till date.

41. Details of application made or proceedings pending, if any under IBC, 2016

It may be noted that neither any application was made nor any proceedings are pending under the
Insolvency and Bankruptcy Code, 2016 during the year under review.

42. Other Disclosure

Disclosure regarding fines/penalties charged, if any: - As already intimated through Stock
exchange it may further be noted that during the year the Company was charged a fine of Rs.
1,94,700/- by the National Stock Exchange of India Ltd. for non-compliance of the provisions of
Regulation 33 of SEBI(LODR) Regulations, 2013.

âThe same resulted out of inadvertence caused with delayed submission of all the documents
forming part of the financial results. The Management took corrective measures to ensure much
more stringent compliance framework to avoid such instances in future and moreover the amount
as aforesaid was paid by the Company within due date.â

Acknowledgement

Your Directors would like to express their grateful appreciation for the assistance and co-operation
received from the Financial Institutions, Banks, Government Authorities and Shareholders during
the year under review. Your Directors wish to place on record their deep sense of appreciation to

all the employees for their commendable teamwork, exemplary professionalism and enthusiastic
contribution during the year.

Registered office: On behalf of the Board of Directors,

Imagine Techpark, For SMVD Polypack Limited

Block DP, Suite 5A
24^th Floor, Sector V,

Kolkata -700 091. Sd/- Sd/-

Pramod Kumar Agarwal Sangita Agarwal
Date: 18^th July, 2025 Chairman & MD Director

DIN:00324999 DIN: 02860390

Mar 31, 2024

Your Directors have pleasure in presenting the 15 ^th Annual Report of the company together with
the Audited Accounts for the year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS

	(Rs. in lakh)
Particulars	Current Year	Previous Year
	2024	2023
Revenue from operations	2479.32	7966.20
Operating Profit/(Loss)	(5552.78)	162.57
Other Income	7.21	54.83
Depreciation	(66.57)	(178.99)
Profit before tax	(5612.14)	38.41
Tax Expenses:
Current Tax	-	(6.6)
MAT Credit Entitlement	-	6.60
Deferred Tax	234.55	(10.27)
Income tax for Earlier Year	(0.08)	(0.93)
Total Tax Expenses	234.48	(11.20)
Net Profit/Loss	(5377.66)	27.21
Other Comprehensive Income/(Loss) for the year, net of tax	00	00
Total Comprehensive Income/(Loss)	(5377.66)	27.21
Add : Balance Brought forward from last year	787.12	759.91
	(4590.54)	787.12

2. State of Companyâs Affairs

Your Company is engaged in the business of manufacturing and marketing of PP/HDPE Bags,
Jumbo Bags (Flexible Intermediate Bulk Containers (FIBC)) and other kinds of flexible packaging
products.

The Management of the Company has planned to set up its new plant in the state of Odisha and has
got the provisional land allotment letter from Odisha State Government for setting up of new
project. The plant is expected to be commissioned within a period of 13 months from the date of
commencement of the project and this situation is dependent on the realisation of insurance claim.

The year 2023-24 was very not favourable for your Company. During the initial four months the
Company did reasonable amount of business but after the disastrous fire accident that occurred on
29^th July, 2023 and disrupted the whole of the manufacturing unit of the Company it became

impossible to carry business. The Companyâs state of affairs is yet to be restored to normalcy post
the accident on account of awaited Insurance Claim Settlement.

As already informed via announcements through the Stock Exchange the documentation from the
part of the Company are already completed. The process of removing debris and selling of the
leftover scarp post accident has also been completed in tranches as per the instructions of the
Insurance Company and the surveyors. The on account payment against the Stock has already been
recommended by the Surveyors long ago but the final analyzation from the Insurance Company is
still under process.

On a Standalone basis during the year under review the Company has incurred a Loss of Rs.

5377.66 Lakhs at a turnover of Rs. 2479.32 Lakhs compared to a net profit of Rs. 27.21 Lakhs at
a turnover of Rs. 7966.20 Lakhs in the previous year 2022-23.

On a Consolidated basis during the year under review the Company has incurred a Loss of Rs.

5377.66 Lakhs at a turnover of Rs. 2479.32 Lakhs compared to a net profit of Rs. 27.58 Lakhs at
a turnover of Rs. 7966.20 Lakhs in the previous year 2022-23.

3. Change in the Nature of Business, if any

There was no Change in the Nature of Business of the Company during the year under review.

4. Change in Registered Office of the Company.

As already informed through the Stock Exchange the Company has shifted its registered office
from 16, Strand Road, Diamond Heritage, Room No.- 804B, Kolkata 700091 to âImagine Tecpark,
Block DP, 24^th Floor, Suite 5A,Sector V, Kolkata 700091â w.e.f. 14^th February,2024 (within the
local limits of Kolkata) as there was some delay in transfer of possession from the promoters of
that establishment.

5. Dividend

Considering the present financial position of the Company the board of directors could not
recommend any dividend for the year 2023-24.

6. Public Deposits

7. Transfer to Reserves

The Company has not proposed to transfer any amount to Reserves during the year under review.

8. Share Capital

During the year under review there was no change in the Authorised, Issued, Subscribed and Paid
up Capital of the Company.

Presently as on 31^st March, 2024 the Authorised Share Capital of the Company stood at Rs. 20.00
Crs. divided into 2,00,00,000 shares of Rs. 10/- each whereas the Issued, Subscribed and Paid-up
share capital of the Company is Rs. 10,03,01,050/- divided into 10,030,105 shares of Rs. 10/- each.

9. Directorsâ Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors hereby
confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation related to material departures;

ii) Appropriate accounting policies have been selected and applied consistently and
judgements and estimates that are reasonable and prudent have been made so as to give
a true and fair view of the state of affairs of the Company as at 31st March, 2024 and
of the Loss of the Company for the year ended on 31st March, 2024;

iv) The annual accounts have been prepared on a going concern basis;

v) The Directors have laid down internal financial Controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and

vi) Proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

10. Directors and Key Managerial Personnel

â¢ Appointments

No fresh appointments took place during the year under review.

â¢ Retirement by Rotation

Pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act,
2013 and Articles of Association of the Company, Mrs. Sangita Agarwal (DIN: 02860390) NonÂ¬
Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and
being eligible offered herself for reappointment.

11. Declaration by Independent Directors

12. Auditors

â¢ Statutory Auditors

The term of office of M/s D.K. Parmanandka & Co., Chartered Accountants as the statutory
auditors of the Company is liable to expire from the conclusion of forthcoming AGM. Hence,
based on the recommendation of the Audit Committee, the Board of Directors has recommended
the appointment of M/s Seksaria Tibrewal & Co., Chartered Accountants (Firm Registration No
329660E) as the Statutory Auditors of the Company for a term of consecutive two years
commencing from the conclusion of the 15^th Annual General Meeting of the Company till the
conclusion of the 17^th Annual General Meeting to be held in the year 2026. Approval of
appointment of Statutory Auditors is being sought from the members of the Company at the
ensuing AGM. Requisite letter pursuant to Section 139 and 141 of the Companies Act, 2013 about
their consent and eligibility for appointment as the Statutory Auditors of the Company has been
received by the Company.

Audit Report

The Statutory Auditors M/s D.K. Parmanandka & Co., in their report dated 30^th May, 2024 have
expressed their qualified opinion represented hereunder;-

âWe draw attention to Note 34 regarding erosion of share capital and reserves and surplus, and the
accumulated losses have exceeded the Net Worth of the Company. As more fully explained in the
above note, a material uncertainty exists that may cast a significant doubt on the Companyâs ability
to continue as a going concern. However, the standalone financial statements have been prepared
by the management on a going concern basis for the reason stated in the aforesaid note.â

A reference can also be drawn at the following observations of the auditors from the auditors report
dated 30^th May, 2024:-

â¢ At points a ,b & c under the head âMatter of emphasisâ covered in the auditors report were
in the auditors have stated their un-modified opinion and

â¢ A few observations made by the auditors in Annexure A to their report under serial nos.
(ii)(b) , (vii) (a), (ix)(a), (ix)(d) and (xix)

The management views/comments/explanations on all the aforesaid observations are represented
hereunder;-

â¢ On the modified/qualified opinion- âThe management of the company has the plans and
projects in hand to set up new plant in the state of Odisha and has got the provisional land
allotment letter from Odisha State Government for setting up of new project. The
management expects to get the plant commissioned within a period of 13 months from the
date of commencement of the project and this situation is dependent on the realisation of
insurance claim. Looking to the projects in hand, future cash flow projections and pending
realisation of insurance claim from the insurance company, the accounts have been
prepared under going concern basisâ.(The views of the managements and the reasons for
such also forms part of the respective Notes to Accounts )

â¢ On the emphasis made, references drawn/observations made in their reports-The main and
the only reason behind all the aforementioned observations made/emphasis laid by the
auditors on the financial statements of the Company is the Fire. The sudden occurrence of
the devastating fire has engulfed the whole manufacturing set up thereby leading the
Company to a standstill position with no business. And on account of the non receipt of the
Insurance Claim, the Company has shortage of funds as such the necessary provisions are
made for all the liabilities but can only be paid on receipt of claim. The Company has
represented the amount of the Insurance policy undertaken wherever required as the
Company is optimistic on realisation of full value of claim as there were no
adverse/negative remarks received from the insurance company after due
submission/execution of all the requisite documentation moreover there cannot be any
delay in statutory/regulatory compliances including the stock statements required to be
submitted to banks on account of borrowed funds.

All the other Notes to Accounts, as referred in the Auditorsâ Report are self - explanatory and
hence does not call for any further explanation.

â¢ Internal Auditors

M/s. C.L.Mundhra & Co., Chartered Accountant were appointed as the Internal Auditors of the
Company to carry out the Internal Audit for the FY 23-24 and thereafter for the FY 24-25 under
the provisions of section 138 of the Companies Act, 2013. The Internal Audit is conducted every
year to scrutinize the functioning of various areas of operations and its

observation/remarks/recommendation are forwarded to the Audit Committee. Required action is
taken based on the decision of the Committee & Board on the

observation/remarks/recommendation, if any given by the internal auditor.

â¢ Secretarial Auditor

M/s. Robin Jain & Associates, Company Secretary are appointed as the Secretarial Auditor of the
Company to carry out Secretarial Audit for the FY 23-24 and thereafter for the FY 24-25 under the
provisions of Section 204 of the Companies Act, 2013.The Secretarial Audit Report for the year
23-24 is annexed to the Boardâs Report as Annexure C.

There are no qualifications/reservation/adverse/disclaimer remarks in the Secretarial Audit Report
which requires any explanation from the Board of Directors of the Company.

â¢ Cost Audit

13. Reporting of Frauds

14. Personnel (Particulars of employees & Related Disclosures)

15. Companyâs Website

16. Listing of Securities in Stock Exchanges

The Securities of the Company are Listed on The National Stock Exchange of India Ltd. (NSE)
under the SME Segment.

The Company is registered with both NSDL & CDSL for holding the shares in dematerialized form
and open for trading. The Company has paid all requisite Fees to the Stock Exchange &
Depositories.

17. Code of Conduct

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has
approved &adopted the Code of Conduct for prevention of Insider Trading & the code of practices
and procedure for fair disclosure of Un-published Price Sensitive Information and the same is also
placed on the Companyâs website at https://www.smvdpolypack.com/corporate-policies.

18. Related Party Transactions

All transactions entered with related parties during the FY23-24 were on armâs length basis and
were in the ordinary course of business and provisions of Section 188(1) are not attracted. There
have been no materially significant related party transactions with the Companyâs Promoters,
Directors and others as defined in section 2(76) of the Companies Act, 2013 and Regulation 23 of
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 which may have
potential conflict of interest with the Company at large. Accordingly, disclosure in Form AOC 2 is
not required.

19. Board Meetings & Committees

i) Number of Board Meetings

The Board of Directors met 6 times during the year under review on 21.04.2023, 30.05.2023,
24.08.2023, 14.11.2023, 15.12.2023 & 18.03.2024 respectively.

Name of Directors	Category	No of Board Meetings		Whether attended last AGM held on 30^th September, 2023.	No. of Directorship in other public limited Companies	No of Committee position held in other public limited companies
Name of Directors	Category	Held during the year	atten ded	Whether attended last AGM held on 30^th September, 2023.	No. of Directorship in other public limited Companies	As Chair man/ Chair perso n	As Memb er
Mr. Pramod Kumar Agarwal	Chairman & Mg. Director	6	6	Yes	NIL	NIL	NIL
Mrs. Sangita Agarwal	Non-Executive Director	6	6	Yes	NIL	NIL	NIL
Mr. Pawan Kumar Agarwal	Non-Executive Director	6	5	Yes	â¢ Nezone Strips Ltd.**	NIL	NIL
Ms. Bharti Ranga	Independent Director	6	4	Yes	NIL*	NIL	NIL*
Mr. Varun Roongta	Independent Director	6	4	Yes	NIL	NIL	NIL
Mr. Sumit Agarwal	Independent Director	6	5	Yes	NIL	NIL	NIL

*Resigned w.e.f.28.09.23 from the Directorship of Valecha Engineering Ltd.

** Unlisted Public Company.

ii) Committees of Board

The details of the Committees of the Board are as follows:-

Serial No.	Name	Designation	Nature of Directorship
1	Mr. Varun Roongta	Chairman	Non-Executive, Independent
2	Mr. Sumit Agarwal	Member	Non-Executive, Independent
3	Mr. Pawan Kumar Agarwal	Member	Non-Executive, Non- Independent

All the members of the Committee are financially literate.

The terms of reference of the Audit Committee are as follows:-

1) Oversight of the listed entityâs financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;

3) approval of payment to statutory auditors for any other services rendered by the statutory
auditors;

4) reviewing, with the management, the annual financial statements and auditor''s report thereon
before submission to the board for approval, with particular reference to:

b) changes, if any, in accounting policies and practices and reasons for the same;

c) major accounting entries involving estimates based on the exercise of judgment by
management;