The Directors present the 31^st Annual Report of the Company together with the Audited Financial Statements of the Company for the financial year ended 31^st March, 2023

Financial Highlights

STATE OF COMPANY’S AFFAIRS, OPERATIONAL AND PERFORMANCE

Your Company reported revenue from operations of Rs. 67.69 Lacs in current year as compared to Rs. 103.20Lacsfor the previous financial year 2021-2022. The performance of the Company during the year continues to be disappointing.Efforts are being made to improve performance of the Company.Your Company has adopted Indian Accounting Standards (INDAS) with effect from 1st April,

2017.Accordingly the financial statements for the year ended 31^st March ,2023 have been prepared in accordance with IND AS in terms of provisions of Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting) Rules, 2015 as amended from time to time

FUTURE OUTLOOK

The Management is hopeful of better performances in coming years.Though the outlook for the short term is uncertain,Your Directors and the Company management have immense confidence in your Company 8s future.

FUND RAISING

Your Directors have approved Fund raising by way of an issuance of equity shares of face value of Rs.l/-each of the Company to its eligible equity shareholders on a right basis (“Right issue”)for a value not exceeding Rs.3000 lakhs subject to receipt of necessary approvals from regulatory authorities, as applicable and in accordance with applicable provisions of the Companies Act, 2013 as amended SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and other applicable laws.

DIVIDEND

The Board of Directors of the Company has not declared any dividend keeping in mind the overall performance and outlook of your Company.

TRANSFER TO GENERAL RESERVES

Your Directors do not propose to transfer any amount to the General Reserves for the financial year ended 31^st March,2023

CHANGE IN PAID UP SHARE CAPITAL

There has been no change in the capital structure of the Company during the year under review.

The Company Paid up capital continues to stand at Rs. 15,5f),()9,600/-as on 31.03.2023. During the year under review, the Company has not issued any shares orconvertible securities The Company does not haveany scheme for issue of shares including sweat equity shares to its employees or directors .

CHANGE IN AUTHORISED CAPITAL

The Company has increased its Authorised share capital during the year under review from Rs. 22 crores to Rs. 47 crores by creation of 25,00,00,000 Equity Shares of Rs. 1/- each during the year under review .

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The Company does not have any subsidiary, associate and joint venture Company.

Hence, the requisite disclosure as per Section 129(3) of the Companies Act,2013 in Form AOC-1 is not applicable.

EXTRACT OF ANNUAL RETURN

In terms of Section 29(3) of the Companies Act,2013 andRule 12 of the Companies (Management and Administration) Rules,2014 Annual Return of the Company is available on the website of the Company at the link: https://antarctica-packagmg.com/disclosures_under_regulation_46.html

BOARD PROCEDURE AND NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to review the Company8s business and discuss strategy and plans.

During the year 7 (Seven) Board Meetings were held. Theinterveninggapbetweenthemeeting-swas within the period prescribed under the Companies Act, 2013and SEBI Listing Regulations

Additionally, several committee meetings as well as Independent Directors meeting were held during the Financial Year ended 31^stMarch, 2023. The details of the Meetings are given in the Corporate Governance Report which forms part of this report.

Composition of Board of Directors:

As of March 31, 2023, your Company had 8 (Eight) Directors consisting of 4 (Four) Independent Directors, 2 (Two) Executive Director and 2 (Two) Non-Executive Non Independent Directors including onewoman director.

COMMITTEES OF THE BOARD

The Board has constituted the following three committees

1. Audit Committee

2, Stakeholders Relationship Committee

3 Nomination & Remuneration Committee

The details with respect to the compositions, powers, roles and tenns of reference etc of relevant committees of the Board of Directors, attendance are given in the Corporate Governance Report which forms part of this Report.

All recommendations made by the Audit Committee during the year are accepted by the Board. No Independent Director resigned during the year under review.

The Board has also constituted a Special Committee of Board of Directors, in the name and style of 8 Right Issue Committee= to decide on the matters relating to right issue which includes, inter-alia to approval of the draft letter of offer, letter of offer along with any amendments, supplements, notices or corrigenda thereto, approval of pricing and terms of the equity shares, right entitlement ratio, date of on-market renunciation, the bid-issue opening and closing date, discount (if any) and all other related matters, including the determination of the minimum subscription for the issue, appointment of lead managers, Registrar and share transfer agents, legal counsel, advisors and other intermediaries in accordance with applicable laws.

The Rights Issue Committee comprises of Mr. Swapan Roy, Director & Mr. Ramesh Chandra Bhowmick Independent Director.

RE-APPOINTMENT

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr Swapan Roy (DIN: 00929193 ) retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself forre-appointment.

The Board recommends and seeks your support in confirming re-appointment of Mr. Swapan Roy .The profile and particulars of experience, attributes and skills that qualify him for the Board Membership is-givenin the Notice convening the AGM.

The Board has appointment Mr. Rishabh Vijay Khanna (DIN: 09782157) as Whole time Director w.e.f. 13.01.2023 during the year under review and Mr. Arshad Riyaz Ahmed Shaikh (DIN: 09802058) as an Independent Director of the Company to hold office for a consecutive term of 5 years w.e.f21.12.2022 and had sought shareholders approval at Extraordinary General Meeting held on 28^th February, 2023 .for their appointment

Mrs. Renu Kuthari will attain the age of 75 years and the Board has recommended resolution for her continuation as Non Executive Director to the shareholders even after attaining the age of 75 years.

INDEPENDENT DIRECTORS DECLARATION

Declaration has been received from all Independent Directors that they meets the criteria of Independence prescribed under Section 149 of the Companies Act,2013 and Companies(Appointment and Qualification of Directors)Rules,2014 and Regulation 16 of SEBI(LODR)Regulations,2015.Further,in terms of Regulation 25(8) of SEBI (LODR),2015 they have confirmed that they arenot aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

The Independent Directors are not liable to retire by rotation.

In the opinion of the Board, the Directors eligible for appointment fulfills the conditions of being Independent as specified in the Act and the Rules made thereunder and are independent of the management of the Company. Pursuant to the provisions of Section 149(7) of the Act and the provisions ofthe Listing Regulations, the Company has received required declarations from each of the Independent Directors stating that they meet the criteria of Independence as per Section 149(6) ofthe Act and the Listing Regulations.

The Independent Directors have also confirmed that they have complied with the provisions of Schedule IV of the Act and Company Code of Conduct.

The Company has informed all the Independent Directors about compliance of Rule 6(l)and 6 (2) of the Companies (Appointment and Qualifications of Directors)Rules,2014 , regarding online registration with the <Indian Institute of Corporate Affairs= at Manesar for inclusion of name in the data bank of Independent Directors and the same is under process .With regard to integrity, expertise and experience (including the proficiency) of the Independent Director appointed/re-appointed ,the Board of Directors are of the opinion that all the Independent Directors are persons of integrity and possess relevant expertise and experience and their continued association as Directors will be of immense benefit and in the best interest of the Company. With regard to proficiency of the Independent Directors ascertained from the online proficiency self assessment test conducted by the Institute, as notified under Section 50 of the Act, the Board of Directors have taken on record that they will comply with the applicable law .

None of the Directors or KMP has any pecuniary relationship or transactions with the Company other than salaries, sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the company.

KEY MANAGERIAL PERSONNEL

The following officials are the Key Managerial Personnel of the Company, pursuant to sections

2(51) and 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,:

Mr. Rohit Kuthari - Whole-time Director,

Mrs. RumaSuchanti - Company Secretary &Compliance Officer

Mr. Sailendra Nath Rakshit - CFO continue to be KMP (s) of the Company pursuant to Section 203 of the Companies Act,2013.

RELATIONSHIP BETWEEN DIRECTORS INTER-SE

The entire promoter Directors are relatives within the meaning of the term 8relative9 as per section 2(77) of the Companies Act, 2013. None of the remaining Directors are related to each other and promoters.

DIRECTORS9 RESPONSIBILITY STATEMENT

In accordance with the provisions of the Section 134 (3)( c) of the Companies Act, 2013, your Directors to the best of its knowledge and ability and according to the information and explanations obtained confirm that:

1) That in the preparation of the Annual financial statements ,the applicable accounting standards have been followed for the year ended 31^st March, 2023 with proper explanation relating to ma-terialdepartures, if any .

2) That such Accounting policies have been selected and applied consistently and judgments and estimates have been made

3) That are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in respect of the financial year ended 31^st March, 2023 and of the losses of the Company for thatperiod.

4) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

5) Annual Accounts for the year ended 31^st March, 2023 have been prepared on the basis of going concern concept.

6) The Directors have laid down proper internal financial controls which are adequate and are being operating effectively.

7) Adequate internal system have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION

The Company’s policy on Directors9 appointment and remuneration including criteria for determining qualifications, positive attributes, independence of director and other matters provided u/sl78(3)oftheCompaniesAct,2013isgivenasAimexure -A in the Annexure formingpart of thisReport.

AUDITORS

Your Directors on recommendation of the Audit Committee sought approval of the Members at the last AGM of the Company for appointment of M/s S. Guha& Associates, Chartered Accountants (Firm Registration No. 322493E) for an initial term of 5(five) consecutive yearsto hold office upto the conclusion of AGM to be held in calendar year 2027.

The remuneration payable to the Statutory Auditors shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

M/s. S. Guha & Associates have confirmed their eligibility for continuing as Statutory Auditors of the Company under the provisions of the Companies Act,2013 and the Rules framed there- under.

AUDITORS REPORT

The report by the Auditors is self-explanatory and has no qualification, reservation, adverse mark of disclaimer, hence no explanation or comments by the Board were required.

REPORTING OF FRAUDS;

There was no instance of fraud during the year under review which required the Statutory Auditors to report to Audit Committee and/or Board under Section 143(2) of the Act and Rules framed thereunder.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 the Secretarial Audit Report issued by Company Secretary in Practice, M/s. Tausif & Associates in Form MR-3 for the financial year ended 31st March, 2023 forms an integral part of the report and is given in Annexure -B forming part of this Report.

The observation of the Secretarial Auditors are addressed by the Management as below;

The Company is in process of getting register their Independent Directors with IICA,Independent Directors databank portal

ANNUAL SECRETARIAL COMPLIANCE REPORT

In terms of the provisions of Circular No.CIR/CFD/CMD/27/2019 dated 8th February, 2019 issued by SEBI, the Company has obtained the Annual Secretarial Compliance Report For the Financial Year ended 31^st March 2023 from Practicing Company Secretary confirming compliance of applicable SEBI Regulations and circulars thereunder.

SUBSIDIARY, JOINT VENTURE & ASSOCIAT COMPANIES

The Company does not have any subsidiary, Joint venture or associated companies. INTERNALCONTROL SYSTEM

The Company has an Internal Control System, commensurate with the scale and complexity of its operations. The Internal Auditors independently evaluates the adequacy of Internal Controls.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Internal Financial Controls are adequate and are commensurate with size and scale of operations. and are operating efficiently so as to ensure orderly and effective conduct of the business operations. The controls were tested during the year and no reportable material weaknesses were observed The statutory auditors have given an unmodified opinion on the internal financial controls on financial reporting in their Report. The Company has in place a well defined Whistle Blower Policy.

INTERNAL AUDITORS

The Company has appointed Mr. Satyendra Mahato as Internal Auditors of the Company . The findings of the Internal Audit and the Action Taken Report on the Internal Audit are placed before the Audit Committee which reviews the audit findings, steps taken and the adequacy of Internal Control System

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS u/s 186 OFTHE COMPANIES ACT, 2013

The Company has not made any loans, given guarantee for third party loan or security or made investments during the year under review pursuant to the provisions of Section 186 of the Companies Act,2013

PARTICULARSOFCONTRACTSORARRANGEMENTSWITHREATEDPARTIESRE-FERREDTOINSECTION188(l)OFTHE COMPANIES ACT,

During the year under review, there were no Related Party Transactions (RPT) which fall under the ambit of Section 188(1) of the Act. There were no material RPT entered into by the Company with Promoters, Directors and KMP during FY2022-23 In view of the above, the disclosure required under the Act in FormAOC-2is notapplicableforFY2022-23. As required under SEBI (LODR) Regulations,2015 related party transactions are placed before the Audit Committee for approval. Wherever required .prior approval of the Audit Committee is taken .The policy on materiality on related party transactions has been uploaded on the website of the Company at https://www.antarctica-packagiug.com/policies.php

EMPLOYEE RELATIONS

One of your Company's key strengths is its people, relations with employees remained cordial and satisfactory during the year .under review

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) of the Listing Regulations forms an intergral part of this Annual Report and is annexed herewith- Annexure-C

CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pursuant to Section 134 (3) (m) of Companies Act 2013 and Rule 8 of Companies (Account) Rules 2014 is given as Annexure-D in the Annexure forming part of this Report.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Member of the Board and all employees in the course of day to day business operations of the Company.

The Code has been posted on the company’s website https://www.antarctica-

packaging.com/policies.php All the Board Members and KMP have confirmed

compliance with the code.

RISK MANAGEMENT POLICY

The Company has identified key risk areas which may affect the business and operational goals of the Company. These identified risks are periodically revisited against their mitigated plans and the same has been updated on the Company’s website at http://www.antarctica-packaging.com/policies.php.

POLICY ON CORPORATE SOCIAL RESPONSIBILITY

The level of operations of the Company does not conform to the minimum threshold of Corporate Social Responsibility reporting.

ANNUAL EVALUATION OFPERFORMANCE OF THE BOARD

The Board of Directors on the recommendation of the Nomination and Remuneration Committee has adopted a framework for performance evaluation of the Board , its Committees individual directors and the Chairman . In accordance with the provisions of the Listing Regulations, the evaluation process for the performance of the Board, its various committees and individual Directors was earned out during the year. The performance of the Board, its Committees, individual directors and chairman were reviewed by the Nomination and remuneration Committee and Board of Directors.

The Independent Directors evaluated the performance of Non3Independent Directors ,Chairperson and Board of Directors. As a whole. The Board of Directors evaluated the performance of Independent Directors ,their fulfillment of independence criteria in terms of the Act and Listing Regulations and their independence from the management.

The Directors being evaluated did not participate in the evaluation process.

None of the Company’s personnel have been denied access to the Audit Committee.

DISCLOSURES AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. An Internal Complaint Committee is in place to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary etc) are covered under this policy and the same has been updated on the Company 9s website at http://www.antarctica-packaging.com/pohcies.php

The Company has not received any compliant of sexual harassment during the financial year 2022-2023 and there was no complaints pending as on 31^st March,2023 .

DEPOSITS

Your Company has not accepted any fixed deposits nor does the Company has any outstanding deposits under Section 73 of the Act, read with the Companies (Acceptance of Deposit) Rules, 2014 as on Balance Sheet date

COST AUDIT

The Company level of operations does not come under the purview of Cost Audit and no maintenance of cost records has been prescribed.

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 and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations m future.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees of the Company, to report genuine concerns has been established. The Vigil Mechanism/Whistle Blower Policy has been uploaded on the Company’s website athttp://www.antarctica-r>ackaging.coni/disclosures under regulation 46.html.None of

the Company’s personnel have been denied access to the Audit Committee.

PARTICULARS OF EMPLOYEES

As on March 31. 2023 the Company did not have any employees in the category specified in Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014,The details of top 10 employees will be provided upon request by the Company.

MANAGERIAL REMUNERATION

Details about remuneration as required under Section 197(12) read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014

There was no increase in salary of any employee during the year nor there was any increase in salary of KMP. The Company has not paid any commission to Managing Directors/ Whole time Directors .The Company has 4 permanent employees on the roles of the company.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) of the Listing Regulation, a separate section on Corporate Governance and a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance are made part of this report. .

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In accordance with the provisions of Listing Regulations, the Company has put in place various programmes to familarise Independent Directors with respect to the nature of the industry in which the Company operates ,business model, roles and responsibilities of Independent Directors etc and the same has been updated on the Company’s website at http ://www. ant arctic a-nackavinv. com/policies. php

Details of Application made or any proceedings pending under the Insolvency and Bankruptcy Code 2016 (IBC) during the year along with the status at the end of the year

The Company has not made or received any application under the IBC during the Financial Year.

Details of difference between amount of valuation done at time of one time settlement and valuation done while taking loan from Banks/FI (s) along with reasons

The Company has not made any one time settlement with the Bank .

CREDIT RATING:

The Company has not obtained any credit rating during the year.

UNPAID DIVIDEND AND INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has not paid any dividend and accordingly the requirement of transfer of unpaid dividend in accordance with Section 124(2) of the Companies Act, 2013 do not apply.

INDUSTRIAL RELATIONS AND SAFETY

Industrial Relations remained cordial throughout the year. Your Directors recognize and appreciate the sincere and hard work, loyalty , dedicated efforts and contribution of all the employees in the growth and performance of the Company during the year