The Board of Directors hereby submits the report of the business and operations of your Company along with the audited financial statements, for the financial year ended March 31, 2024.

1. COMPANY SPECIFIC INFORMATION

1.1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERTAIONS STATE OF AFFAIRS:

The performance during the period ended 31^st March, 2024 has been as under:

IPs In I alchc^

REVIEW OF OPERATIONS:

The total revenue of the Company for the Financial Year 2023-24 was Rs. 3021.76 lakhs and Loss of Rs. (141.74) Lakhs against the Revenue of Rs. 4720.77 Lakhs and Loss and Rs. (49.88) Lakhs in the previous Financial Year ended 2022-23.

1.2. Amount, if any, which the Board proposes to carry to any reserves: NIL

1.3. Dividend: The Board of Directors of the Company has not declared dividend for the Financial Year 2023-24

1.4. Major events occurred during the year:

1.4.1 During the Financial Year under purview no material event occurred having an impact on the affairs of the company.

1.4.2 Change in the nature of business: The Company has not commenced any new business nor has not changed its nature of business or discontinued/sold or disposed off any of its existing businesses or hived off any segment or division during the year.

1.4.3 Material changes and commitments, if any, affecting the financial position of the company, having occurred since the end of the Year and till the date of the Report:

NIL.

1.5. Details of revision of financial statement or the Report:

The Company has not made any revision in its Financial Statements during the year under review.

2. GENERAL INFORMATION:

Indian plastic industry market is one of the leading sectors in the country’s economy. Use of Plastic is becoming important in various industries and its consumption is on rise. The industry is showing rapid progress with new technologies and processing equipment, cost-effective manufacturing and new generation raw material.

In the packaging segment flexible plastic packaging industry has seen continuous growth and holds a major share of the market, the main reason for this is that flexible packages are found extremely adaptable, aesthetically attractive, cost-effective, sturdy and packaged products in affordable quantities. Plastic has been preferred choice for flexible packaging globally and in India due for various reasons. Its inert properties and enhanced durability helps to increase product’s shelf life thus aid in transportation/portability. It is light weight and has ability to be moulded to any shapes or sizes and all these factors make it cost effective.

The Indian plastic processing and packaging industries are experiencing significant growth driven by market potential, technological advancements, and increasing consumer demand.Increasing demand is driven by a growing middle class, rising disposable incomes, and the surge in organized retail and e-commerce. Growth in key sectors like pharmaceuticals, automotive, infrastructure, and food & beverages is further propelling demand for packaging solutions.

However, the industry faces challenges related to environmental impact. Rising concerns about plastic waste are leading to stricter regulations and a shift towards sustainability. Companies are focusing on developing recyclable and biodegradable packaging while balancing these goals with cost considerations. New entrants have opportunities to succeed by innovating and meeting evolving market and regulatory demands.

In summary, the Indian plastic processing and packaging industries are experiencing significant however, balancing this growth with environmental sustainability and regulatory compliance is crucial for long-term success.

3. CAPITAL STRUCTURE:

The authorized share capital of the Company stands at Rs.6,00,00,000/- divided into 60,00,000 equity shares of Rs.10/- each.

The paid up share capital of the Company stands at Rs. 4,56,97,500 /- divided into 45,69,750 equity shares of Rs.10/- each. There are no changes in the capital structure of the company during the year.

4. CREDIT RATING OF SECURITIES: Not Applicable

5. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

The Company has transferred the amount and the shares to IEPF under sub-section (2) of section 125 of the Act and the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016 which related to the Financial Year 2015-16 during the period under review. Due Notices were sent to Shareholders, also the Newspaper Advertisement pursuant to the IEPF Rules were made in English and Vernacular Language which was also placed in the website of the Company for the information of the shareholders.

Details of the Nodal Officer: Ms. Khushboo Joshi, Company Secretary of the Company is the Nodal Officer of the Company.

Further, details of the Nodal Officer is available on https://www.raipack.com/investor-contacts.html

IMPORTANT NOTE: The Company has to transfer amount and shares to IEPF under sub-section (2) of section 125 of the Act and the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016 which related to the Financial Year 2016-17 during the Financial year 2024-25. Due Notices are sent to Shareholders, also the Newspaper Advertisement pursuant to the IEPF Rules were made in English and Vernacular Language on 6^th July, 2024 which was also placed in the website of the Company for the information of the shareholders which can be viewed on:

https://raipack.com/pdf/shareholder-corner/news-pub/Shareholders-Notice-Transfer-of-Shares-to-IEPF-

2016-17.pdf

The Company has also placed the list of Shareholders whose shares are due to be transferred in the Financial Year 2024-25 on the website of the Company and can be viewed for the purpose of verification on:

https://raipack.com/pdf/uncliamed-dividend/list-of-uncliamed-shares-2016-17.pdf

Any Shareholder whose name appears in the mentioned lists can write a mail to secretarv@rajpack.com to impede such transfer of Shares to IEPF.

6. MANAGEMENT:

6.1 Directors and Key Managerial Personnel:

During the period under review there was no appointment or resignation of directors/KMP.

6.2 Declaration by Independent Directors and statement on compliance of code of conduct:

All the Independent Directors on the Board have given a declaration of their independence to the Company as required under Section 149(6) of the Act and Regulation 16( 1 )(b) of SEBI Listing Regulations. In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company by virtue of the experience, fulfil the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

I. The necessary declaration with respect to independence has been received from all the Independent Directors of the company under sub-section (6) of section 149,

II. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

III. I, Prem Chand Kankaria, Managing Director (DIN: 00062584) of the Company hereby affirm that the members of the Board of Directors of the company and the senior management of the Company are in compliance with the code of conduct laid down by the Company. Certificate for the same is forming the part of this Annual Report.

6.3 Board Meetings:

During the financial year 2023-24, the Board of Directors duly met 4 (four) times on 27.05.2023, 14.08.2023, 08.11.2023and 10.02.2024 and in respect of these meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

COMPOSITION OF THE BOARD

NED (I) : Non- Executive Independent Director

NED : Non- Executive Director

ED : Executive Director

6.4 Committees:

6.4.1. AUDIT COMMITTEE: During the financial year 2023-24, (4) four Meetings of the Audit Committee were held on 27.05.2023, 14.08.2023, 08.11.2023 and 10.02.2024.

COMPOSITION OF THE COMMITTEE:

The Vigil Mechanism Policy adopted by the Company is available on http://raipack.com/DQlicies.html

6.4.2. NOMINATION AND REMUNERATION COMMITTEE: During the financial year 2023-24 the committee had NIL Meetings.

COMPOSITION OF THE COMMITTEE:

BRIEF DESCRIPTION OF TERMS OF REFERENCE

• To approve the fixation/revision of remuneration of Executive Directors of the Company and while approving:

o To take into account the financial position of the Company, trend in the industry, appointee’s qualification, experience, past performance, past remuneration etc.

o To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders.

• To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and /or removal.

• To carry out evaluation of every Director's performance.

• To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees.

• To formulate the criteria for evaluation of Independent Directors and the Board.

• To recommend/review remuneration of the Managing Director and Whole-time Director(s) based on their performance and defined assessment criteria.

o Recommend to the board, all remuneration, in whatever form, payable to senior management.

The Nomination and Remuneration Policy adopted by the Company is available on http://raipack.com/policies.html

6.4.3. STAKEHOLDERS RELATIONSHIP COMMITTEE: During the financial year 2023-24, Stakeholders Relationship Committee met once on 10th February, 2024 during the financial year.

COMPOSITION OF THE COMMITTEE:

The Company has designated an exclusive email ID-secretarv@raipack.com for complaints/grievances.

6.4.4. INDEPENDEDNT DIRECTORS COMMITTEE: The independent Directors of the Company met once on 28th February, 2024 during the financial year.

COMPOSITION OF THE COMMITTEE:

Details of policy for Familiarization Programme for Independent Directors: The Company’s Policy on Directors’ appointment and remuneration can be viewed by the Stakeholders on the below website https://www.raipack.com/policies.html

NOTE: MS. KHUSHBOO JOSHI, COMPANY SECRETARY OF THE COMPANY IS THE SECRETARY OF ALL THE COMMITTEE MEETINGS.

6.5 Recommendations of Audit Committee:

There is no such instance to report where the Board has not accepted the recommendations made by the Audit Committee.

6.6 Remuneration received by Managing/Whole time Director from holding or subsidiary company:

The Company has no Holding or Subsidiary Company.

6.7 Directors’ Responsibility Statement: In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

6.7.1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

6.7.2. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period;

6.7.3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

6.7.4. The Directors had prepared the annual accounts on a going concern basis; and

6.7.5. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6.7.6. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

6.8 Internal Financial Controls:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been noticed for inefficiency or inadequacy of such controls.

6.9 Details in respect of frauds reported by auditors under sub section (12) of section 143 other than those which are reportable to the central government:

Auditors have not come across any fraud and as such not reported u/s 143(12).

7. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

7.1 Report on performance and financial position of the subsidiaries, associates and joint ventures:

The Company does not have any Subsidiary, Associate or Joint venture.

7.2 Companies which have become or ceased to be subsidiaries, associates and joint ventures:

During the year neither any Company became its subsidiary nor ceased to be its subsidiary.

8. DETAILS OF DEPOSITS:

The Company has not accepted any deposits during the year.

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the period under review, the Company has not made any investments or given any Loan or guarantees as mentioned in Notes to the Ind-AS financial Statements for the year ended March 31, 2024 which forms part of the Audited Financials.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered during the financial year were disclosed in form AOC-2. AOC -3 also discloses transactions of the Company with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more. Your Directors draw attention of the members to Note 33 to the financial statement which sets out related party disclosures and Annexure to this report.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since the Company does not have the net worth of Rs. 500 Crores or more, or turnover of Rs. 1000 Crores or more, or a net profit of Rs. 5 Crores or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

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

I. Conservation of energy - Nil

II. Technology absorption: NA

III. Foreign exchange earnings and Outgo (Rs. In Lakhs): In last financial year, the Company had:

(i) Foreign Exchange earnings: NIL

(ii) Foreign Exchange outgo: 1166.95.

13. RISK MANAGEMENT:

The Company follows a comprehensive system of Risk Management. The Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

14. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on our website.

15. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and

Regulation 22 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 . The same has been placed on the website of the Company.

16. MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS:

There are no significant and material orders passed by the regulators /courts that would impact the going concern status of the Company and its future operations.

17. AUDITORS:

The following are the details of various auditors of the Company:

17.1 STATUTORY AUDITORS

In terms of Section 139 of the Act, NAC and Associates, LLP, Chartered Accountants (FRN: 119375W/S200011) have been appointed as Statutory Auditor of the Company to hold office for a term of five (5) years from the conclusion of the 35thAnnual General Meeting until the conclusion of consecutive 40th Annual General Meeting of the Company.

The Statutory Auditor have confirmed their eligibility and submitted the certificate in writing that they are not disqualified to hold the office of the Statutory Auditor.

The Statutory Auditor NAC and Associates, LLP, Chartered Accountants (FRN: 119375W/S200011)have issued their reports on Financial Statements for the year ended March 31, 2024. There are no adverse remarks or qualifications in the said report. The Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Members are therefore requested to approve the Auditors' Report.

17.2. INTERNAL AUDITORS

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; during the year under review the Internal Audit functions and activities of the Company was undertaken by the Internal Auditor of the Company on quarterly basis by M/s MGM & Co.,Chartered Accountants (FRN: 117963W), the Internal Auditor of the Company.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditor.

The Board has appointed M/s KSVB & Co. Chartered Accountants (FRN: 153041W) as the Internal Auditors for the Financial Year 2024-25. Internal Audit Report is considered in every Board Meeting of the Company and compliance is ensured.

17.3. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of managerial personnel) Rules 2014, the Board had appointed M/s. S. S. Reddy & Associates, Practicing Company Secretaries to undertake the secretarial audit of the Company for the year 2023-24. The report of the Secretarial Auditor is enclosed as Annexure I and forms part of this report.

The Board has appointed M/s. Sayani& Associates, Practicing Company Secretaries as Secretarial Auditors for the Financial Year 2024-25.

17.4. COST AUDITOR:

The Company is not requited to appoint Cost Auditor as per the provisions of the Companies (Cost Records and Audit) Rules, 2014.

The Company is required to maintain Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Act. Accordingly, the Company has made and maintained such accounts and records.

18. EXPLANATIONS IN RESPONSE TO AUDITORS’ QUALIFICATIONS: -

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made-

18.1. Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor’s Report on the Accounts for the year ended March 31, 2024 and has noted that the same does not have any reservation, qualification or adverse remarks.

Further, Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

18.2. Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report for the year ended March 31, 2024 on the Compliances under the provisions of section 204 of the Companies Act 2013, and the same does not have any reservation, qualifications or adverse remarks. The report is self-explanatory and does not require any further comments.

19. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is in compliance with the applicable secretarial standards.

20. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

There is no application filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

21. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

No such instances to report.

21.1. OTHER DISCLOSURES: There are no other additional disclosures affecting the stakeholders of the Company which are required to disclose under this section.

22. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS:

22.1. Statement of deviation or variation: During the Financial Year 2023-24, the Company has not made any public issue, rights issue, preferential issue for which it is required to issueStatement of deviation or variation.

22.2. Management Discussion and Analysis Report (MDAR): The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulation appended as Annexure IV for information of the Members.

22.3. Certificate on Compliance of conditions of Corporate Governance:

Since the paid-up capital of the Company is less than Rs. 10 Crores and Net worth of the Company is less than Rs. 25 Crores, Corporate Governance certificate under Provisions of Chapter IV, Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

22.4. Suspension of Trading: No such instance to report.

22.5. Disclosures pertaining to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) act, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

COMPOSITION OF THE COMMITTEE: The Details of composition of the Committee are given below:

The following is the summary of sexual harassment complaints received and disposed during the year.

o No. of complaints received: Nil

o No. of complaints disposed off: Nil

o No. of complaints pending at the end of the year: Nil

23. EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: No

2. Issue of shares with differential rights: No

3. Issue of shares under employee's stock option scheme: No

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: No

5. Buy back shares: No

6. Disclosure about revision: No

7. Preferential Allotment of Shares: No

8. The Company has not delisted its Shares in the given Financial Year

24. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

25. CEO/ CFO Certification: Not Applicable

26. INSURANCE:

The properties and assets of your Company are adequately insured.

27. EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels of the Company. A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure II to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed to this Annual report as Annexure III.

None of the employees is drawing a remuneration of Rs. 1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits prescribed under Section 197 of the Companies Act, 2013 read with rule 5(2) of Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

28. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from banks and financial institutions.

29. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

Not Applicable as there are no shares

30. EVALUATION OF BOARD:

Pursuant to the provisions of the Act and provisions of SEBI Listing Regulations, a separate exercise was carried out to evaluate the performance of individual Directors who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non -Independent Directors was carried out by the Independent Directors. The Board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Stakeholders' Relationship Committee. The Directors expressed their satisfaction with the evaluation process.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, for the continued growth and prosperity of the Company. Your Directors also wish to place on record their appreciation of business constituents, Banks, statutory authorities and other financial institutions and shareholders of the Company for their continued support for the growth of the Company.

FOR AND ON BEHALF OF THE BOARD PLACE: HYDERABAD RAJ PACKAGING INDUSTRIES LIMITED

DATE: 25.05.2024 Sd/- Sd/-

PREM CHAND KANKARIA NEEPA KANKARIA

MANAGING DIRECTOR EXECUTIVE DIRECTOR

DIN: 00062584 DIN: 06637083