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DIRECTOR'S REPORT

AGI Greenpac Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 6118.11 Cr. P/BV 2.92 Book Value (₹) 324.24
52 Week High/Low (₹) 1308/599 FV/ML 2/1 P/E(X) 18.98
Bookclosure 22/08/2025 EPS (₹) 49.83 Div Yield (%) 0.74
Year End :2025-03 

Your Directors are pleased to present the sixty-fifth Annual Report and the Company's audited financial statements for
the financial year ended 31 March 2025.

Financial Results

The Company's financial performance for the year ended 31 March 2025 is summarized below

Standalone

Consolidated

Particulars

2024-25

2023-24

2024-25 2023-24*

Revenue from Operations

2,528.82

2,417.60

2,528.82 -

Add: Other Income

74.79

27.44

74.79 -

Total Income

2,603.61

2,445.04

2,603.61 -

Profit before tax

426.83

339.92

426.81 -

Less: Tax expenses

104.40

88.59

104.40 -

Profit after tax (i)

322.43

251.33

322.41 -

Other Comprehensive Income (net of tax)

0.48

10.95

0.48 -

Total comprehensive income for the year

321.95

240.38

321.93 -

Add: Balance brought forward (ii)

1,148.38

929.40

1,148.38 -

Amount available for appropriation (i ii)

1,470.81

1,180.73

1,470.79 -

Appropriations:

Dividend paid on equity shares

(38.82)

(32.35)

(38.82) -

Balance carried forward

1,431.99

1,148.38

1,431.97 -

*During FY 2023-24, the Company did not have any subsidiary, joint venture, or associate company, therefore, the consolidated figures for FY
2023-24 have been left blank.

Operational Review

Your Company reported a strong performance during
FY 2024-25 across its key business divisions. Your Company
ended the year with standalone revenue from operations
of H 2,528.82 crore over previous year corresponding
figure of H 2,417.60 crore registering a growth of 4.6%. This
resulted in profit before tax of H 426.83 crore in FY 2024-25
against H 339.92 crore in FY 2023-24, registering a growth
of around 25.56%.

Performance and Outlook

AGI Glaspac

» Announced an investment of H 700 crore to set-up a
new greenfield glass container manufacturing plant
in Madhya Pradesh, increasing overall capacity by
approximately 25%.

» Established a new subsidiary, Sun Reach Pack (FZE),
in the UAE to enhance international engagement and
promote exports.

» Recognized for excellence across various domains:
Sustainability:

» Bronze Winner at the 2024 International Green Apple
Environment Awards for sustainable packaging.

» Named "Fastest Decarbonizing Packaging Products
Company of the Year 2024" at the Suryacon Hyderabad-
Telangana and AP Annual Solar Awards.

Technology/Innovation:

» Recognized as a "Best Brand 2024" by ET Edge for
pioneering industry standards.

» Received the Innovation Excellence Award at the Diageo
Annual Suppliers Conference 2024 for advancing
packaging innovations.

» Honored with the "Innovative Application of AI" award
at the 7th Edition Technology Excellence Awards 2025
by Quantic Business Media Private Limited.

CSR:

» Best CSR Project award at the National CSR Impact
Awards 2024.

AGI Clozure

» Launched three new specialty closure variants: Sunshine
Series, Oak Series, and Alex Cap-On-Cap closures.

» Utilized world-class anti-counterfeiting solutions such
as UTC laser marking and multicolour digital printing for
product authenticity and traceability.

AGI Plastek

» Started manufacturing specialized bottles for leading
beverage companies and sustainable packaging
solutions like the 5-litre RPET jar for the food industry.

» Increased the supply of PET bottles with a high
percentage of recycled material to meet the growing
demand for environmentally conscious packaging.

Launched 'Tattva,' its corporate venture capital (CVC) arm,
marking a strategic investment in fostering innovation
within the packaging industry and related sectors.

Key Business Developments during the
year under review

(i) The Company had submitted a Resolution Plan ("the
Plan") for the acquisition of 100% stake in Hindusthan
National Glass & Industries Limited (Corporate
Debtors), under the Insolvency and Bankruptcy Code
2016. A Letter of Intent (LOI) dated 28 October 2022
was issued to the Company declaring the Company
as a successful resolution applicant under CIRP with
due authorisation of the Committee of Creditors
of the Corporate Debtor. The Company had given
its acceptance of the LOI and issued underlying
performance bank guarantees as per the requirement
of the LOI. After issuance of aforesaid LOI and some
other regulatory approvals, certain litigations were
initiated by various parties in various forums including
with the Hon'ble Supreme Court of India, pertaining
to the Corporate Insolvency Resolution Process
("CIRP") of Hindusthan National Glass & Industries
Ltd. ("HNGIL").

On 29 January 2025, the Hon'ble Supreme Court
(three-judges' bench) pronounced its judgment
in a batch of matters titled "Independent Sugar
Corporation Limited v. Girish Sriram Juneja & Anr.",
Civil Appeal No.(s) 6071/2023 and connected matters,
which inter alia pertained to the acquisition of HNGIL
by the Company under the IBC ("Judgment"). In the
aforesaid Judgment, by way of majority opinion,
the Hon'ble Supreme Court had held against the
Company's resolution plan to acquire HNGIL that had
earlier been approved by the Committee of Creditors
of HNGIL. The aforesaid Judgment does not impact
the existing operations and profitability of the
Company. On 11 February 2025, the Company had
filed a Review Petition before the Hon'ble Supreme
Court against the findings of the Judgment. As on
the date of approval of this Directors' Report, the
said Review Petition is pending before the Hon'ble
Supreme Court.

(ii) The Board of Directors of the Company on 31 March
2025 has approved to set up a new Container Glass
Plant (Greenfield Project) in Madhya Pradesh. The
Project entails a capital expenditure inter-alia Land
& Building, Plant & Machinery etc. of H 700 crore.
The proposed capacity addition with the new Plant
is 500 TPD. The commencement of commercial
production in the new plant is expected in next
two years.

Change in the Nature of Business

There was no change in the nature of business of your
Company during the year.

Subsidiaries, Joint Ventures and Associate
Companies

During the year under review, the Company incorporated
two wholly-owned subsidiaries: AGI Retail Private Limited
(India) on 27 August 2024 and Sun Reach Pack (FZE)
(Dubai, UAE) on 28 October 2024. Accordingly, as of
31 March 2025, the Company has 2 subsidiaries, including
one foreign subsidiary. The Company had no Joint Venture
or Associate Company during the year under review.

The Board of Directors reviewed the affairs of the
subsidiaries. In accordance with Section 129(3) of the
Companies Act, 2013 ("Act"), the consolidated financial
statements of the Company and all its subsidiaries have
been prepared, which form part of the Annual Report,
(please refer to the consolidated financial statements
section of this Annual Report). Further, a statement
containing the salient features of the financial statements
of the Company's subsidiaries in the prescribed format
AOC-1 forms part of the consolidated financial statements
and hence not repeated here for the sake of brevity. The
statements provide the details of performance, financial
positions of each of the subsidiaries. In accordance with
Section 136 of the Act, the audited financial statements,
including the consolidated financial statements and
related information of the Company and audited accounts
of each of its subsidiaries are available on Company's
website
www.agigreenpac.com. These documents will
also be available for inspection in the investors' section of
the Company's website.

The policy for determining material subsidiaries may
be accessed on the Company's website at the link:
Material Subsidiary Policy

Dividend

Your Directors have recommended a dividend of
H 7/- (i.e. 350%) per equity share (last year H 6/- (i.e. 300%)
per equity share on each equity share of face value
H 2/- for the financial year ended 31 March 2025, amounting
to H 45.29 crore subject to deduction of income tax at
source, as applicable. The dividend payout is subject
to approval of members at the ensuing Annual General
Meeting of the Company.

The dividend will be paid to those shareholders whose
names appear in the Register of Members/List of Beneficial
Owners (as furnished by National Securities Depository
Limited and Central Depository Services (India) Limited)
as on 22 August 2025.

Transfer to Reserves

The Board proposes not to transfer any amount out of the
profit for the year under review to the general reserve.

Deposits

Your Company has not accepted any deposits within the
meaning of Section 73 of the Act and as such no amount
of principal or interest on public deposits was outstanding
as on the Balance Sheet date.

Directors and Key Managerial Personnel

In accordance with the provisions of the Act and Articles
of Association of the Company, Mr. Sandip Somany
(DIN: 00053597), Director of the Company, retires by
rotation at the ensuing Annual General Meeting and being
eligible, offers himself for re-appointment.

During the year under review, Mr. Vijay Kumar
Bhandari (DIN: 00052716) and Dr. Nand Gopal Khaitan
(DIN: 00020588), completed their second term as
Independent Directors upon conclusion of the Annual
General Meeting held on 18 September 2024 and thus
ceased to be Directors of the Company with effect from
such date.

The Shareholders at their 64th Annual General meeting
held on 18 September 2024 approved re-appointment
of Mr. Anil Wadhwa (DIN: 08074310), Mr. Rakesh Sarin
(DIN: 02082150) and Ms. Himalyani Gupta

(DIN: 00607140) as Independent Directors of the Company
for a second term of five consecutive years with effect
from 18 March 2025.

The Board, based on the recommendation of the
Nomination and Remuneration Committee, appointed
Dr. Laveesh Bhandari (DIN: 00693884), as an Additional
Director in the category of Independent Director of
the Company, for a term of five (5) consecutive years
w.e.f. 7 November 2024 and Dr. Nand Gopal Khaitan
(DIN: 00020588), as an Additional Director in the category
of Non-Executive Non-Independent Director of the
Company w.e.f. 7 November 2024. The members of the
Company approved such appointment of Dr. Laveesh
Bhandari as an Independent Director and Dr. Nand Gopal
Khaitan as a Non-Executive Non-Independent Director
by passing special resolutions through Postal Ballot on
26 December 2024.

During the year under review, the Board also appointed
Mr. Rajesh Khosla as a Key Managerial Personnel of the
Company w.e.f. 2 May 2024 and designated him as the Chief
Executive Officer of the Company as per the provisions of
the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Accordingly, as on 31 March 2025, there were eight (8)
Directors on the Board of your Company, consisting of
four (4) Independent Directors, three (3) Non-Executive
Directors and One (1) Executive Director as Chairman and
Managing Director (CMD) of the Company.

Pursuant to the provisions of Section 203 of the Act, the
Key Managerial Personnel of the Company as on 31 March
2025 were:

(i) Mr. Sandip Somany, Chairman and Managing Director;

(ii) Mr. Rajesh Khosla, Chief Executive Officer;

(iii) Mr. Om Prakash Pandey, Chief Financial Officer; and

(iv) Mr. Ompal, Company Secretary.

Auditors and Auditors' Reports

Statutory Auditors

At the 62nd Annual General Meeting (AGM) of the Company
held on 22 September 2022, the members approved
the re-appointment of M/s. Lodha & Co LLP, Chartered
Accountants, as statutory auditors of the Company
having Firm's Registration No. 301051E/E300284 to hold
the office till conclusion of 67th AGM of the Company.

The notes on financial statements referred to in the
Auditors' Report are self-explanatory and therefore do not
require any further comments.

There was no instance of fraud during the year under
review, which required the Statutory Auditors to report to
the Audit Committee and/or Board under Section 143(12)
of the Act and the rules made thereunder. The Auditors'
report does not contain any qualifications, reservations or
adverse remarks.

Secretarial Auditor

The Board had appointed M/s. DMK Associates, Company
Secretaries having Firm's Registration No. P2006DE003100
to conduct a Secretarial Audit of the Company for the
financial year 2024-25, 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 in Form No. MR-3 for the
financial year 2024-25 is enclosed as
Annexure A to this
Report. There has been no qualification, reservation,
adverse remark or disclaimer given by the Secretarial
Auditor in their Report.

Further, in terms of the requirement of Regulation 24A of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") read with
Section 204 and Rule 9 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
Board, on recommendation of the Audit Committee, has
approved appointment of M/s. DMK Associates, Company
Secretaries having Firm's Registration No. P2006DE003100
as the Secretarial Auditor of the Company for a period of
five (5) consecutive years i.e. from FY 2025-26 to FY 2029¬
30, subject to the shareholders' approval at the ensuing
AGM. A detailed proposal for appointment of Secretarial
Auditor forms part of the notice convening the AGM.

Conservation of energy, research and
development, technology absorption,
foreign exchange earnings and outgo

The details pertaining to conservation of energy, research
and development, technology absorption, foreign
exchange earnings and outgo as prescribed under Section
134(3)(m) of the Act read with the Companies (Accounts)
Rules, 2014 are enclosed as
Annexure B to this Report.

Share Capital

During the year under review, there was no change in the
equity share capital of the Company. The paid-up Equity
Share Capital as on 31 March 2025 was H 12.94 crore.

Credit Ratings

During the year under review, the credit ratings of the
Company was reviewed by CARE Ratings Limited. A
detailed note on the credit ratings of the Company is
provided in the Corporate Governance Report section of
this Report.

Investor Education and Protection Fund
(IEPF)

Please refer notes on IEPF as mentioned in Notice of
ensuing AGM which forms part of this Annual Report.

Annual Return

In accordance with Section 134(3)(a) of the Act, the
extract of Annual Return as on 31 March 2025, as required
under Section 92(3) of the Act and prepared in prescribed
format (MGT-7), which will be filed with the Registrar of
Companies, is hosted on the Company's website i.e.
www.agigreenpac.com.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year
under review, as stipulated under Regulation 34(2)(e) of
SEBI Listing Regulations, is presented in a separate section
forming part of this Annual Report.

Business Responsibility and Sustainability
Report

Pursuant to Regulation 34(2)(f) of the SEBI Listing
Regulations read with SEBI's Master Circular No. SEBI/
HO/CFD/PoD2/CIR/P/0155 dated 11 November 2024,
your Company has provided the prescribed disclosures
in new reporting requirements on Environmental, Social
and Governance ("ESG") parameters called the Business
Responsibility and Sustainability Report ("BRSR") which
includes performance against the nine principles of the
National Guidelines on Responsible Business Conduct
and the report under each principle which is divided into

essential and leadership indicators. Please refer BRSR
which forms part of this Annual Report.

Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct to regulate,
monitor and report trading by designated persons and their
immediate relatives ("Code") as per the requirements under
the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015. The Code, inter alia,
lays down the procedures to be followed by designated
persons while trading/dealing in Company's shares and
sharing Unpublished Price Sensitive Information ("UPSI").
The Code covers Company's obligation to maintain
a structured digital database ("SDD"), mechanism for
prevention of insider trading and handling of UPSI, and
the process to familiarize with the sensitivity of UPSI. To
increase awareness on the prevention of insider trading
in the organisation and to help the Designated Persons
to identify and fulfill their obligations, regular training
has been imparted to all designated persons by the
Company. During the year under review there has been
due compliance with the said code.

Directors' Responsibility Statement

Your Directors in terms of Section 134(3)(c) of the Act
state that:

a) in the preparation of the annual accounts for the
year ended 31 March 2025, the applicable accounting
standards read with requirements set out under
Schedule III to the Act, had been followed and there
are no material departures from the same;

b) the Directors had selected such accounting policies
and applied them consistently and made judgements
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company as at 31 March 2025 and of the profit of the
Company for the year ended on that date;

c) the Directors had taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a
'going concern' basis;

e) 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; and

f) the Directors had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

Corporate Governance

The report on Corporate Governance as stipulated under
SEBI Listing Regulations forms an integral part of this
Report. The requisite certificate from the Secretarial
Auditors of the Company, confirming compliance with
the conditions of corporate governance is attached to the
report on Corporate Governance.

Contracts or Arrangements with Related
Parties

All contracts/arrangements/transactions entered by the
Company during the financial year with related parties
were in the ordinary course of business and on an arm's
length basis. The disclosure in Form AOC-2 is appended as
Annexure C to this report.

The policy on materiality of related party transactions and
dealing with related party transactions as approved by the
Board may be accessed on the Company's website at the
link:
Related Party Transaction Policy

Your Directors draw attention of the members to Note no.
54 to the standalone financial statements which set out
related party disclosures.

Corporate Social Responsibility (CSR)

The Company has a Corporate Social Responsibility
Committee ("CSR Committee") in place as per the
provisions of Section 135 of the Act. The CSR Committee
comprising of Mr. Anil Wadhwa as Chairman and Mr. Sandip
Somany, Ms. Sumita Somany and Mr. Rakesh Sarin as other
members of the Committee.

The Company's Corporate Social Responsibility Policy
(CSR Policy), duly approved by the Board, indicates the
activities to be undertaken by the Company to fulfil the
expectation of our stakeholders and to continuously
improve our social, environmental and economical
performance while ensuring sustainability and operational
success of our Company. The Company would also
undertake other need-based initiatives in compliance with
Schedule VII to the Act.

The guiding principles for all CSR initiatives of the Company
are as follows:

» Establishing a guideline for compliance with the
provisions of Regulations to dedicate a percentage of
the Company's profits for social projects;

» Ensuring the implementation of CSR initiatives in
letter and spirit through appropriate procedures and
reporting; and

» Creating opportunities for employees to participate in
socially responsible initiatives.

The CSR Policy may be accessed on the Company's
website at the link:
Corporate Social Responsibility Policy

The Annual Report on CSR Activities for the financial year
2024-25 is enclosed as
Annexure D to this report.

Number of Board Meetings

During the year under review, six (6) Board Meetings
were convened and held. For further details, please refer
Report on Corporate Governance which is forming part
of this Annual Report. The intervening gap between two
consecutive meetings was not exceeding the period
prescribed under the Act.

Audit Committee

The Audit Committee comprises of four (4) members,
three (3) of them are being Independent Directors and
one (1) is Non-Executive Non-Independent Director.
Mr. Rakesh Sarin (Independent Director) is the Chairman
of the Committee.

For further details, please refer Report on Corporate
Governance which is forming part of this Annual Report.

All the recommendations made by the Audit Committee
were accepted by the Board.

Disclosure Under Secretarial Standards

The Directors state that the Company has complied with
all the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India. The details with
respect to the composition, terms of reference, number
of meetings held, etc. of the statutory committees of the
Board of Directors are included in the Report on Corporate
Governance, which is forming part of this Annual Report.

Vigil Mechanism (Whistle Blower) Policy

The Company has in place a Whistle Blower Policy to
establish a vigil mechanism for Directors/Employees and
other stakeholders of the Company to report concerns
affecting the smooth and efficient running of operations
of the Company. This Policy documents the Company's
commitment to maintain an open work environment in
which employees, consultants and contractors are able
to report instances of unethical or undesirable conduct,
actual, suspected fraud or violation of the Company's
Code of Conduct.

The Vigil Mechanism (Whistle Blower) Policy is available on
Company's website at the link:
Vigil Mechanism (Whistle
Blower) Policy
.

Nomination and Remuneration Policy

The Company has in place a Nomination and
Remuneration Policy for appointment of Directors, Key
Managerial Personnel, Senior Management and fixation
of their remuneration, including criteria for determining
qualifications, positive attributes, independence of
a director and other matters as per the Act and SEBI
Listing Regulations.

The Remuneration Policy is available on Company's
website at the link:
Nomination and Remuneration Policy.

Dividend Distribution Policy

The Company has in place a Dividend Distribution Policy as
per Regulation 43A of SEBI Listing Regulations. The policy
was adopted to set out the parameters that will be taken
into account by the Board in determining the distribution of
dividend to its shareholders and/or retaining profit earned
by the Company. The Policy is hosted on Company's
website at the link:
Dividend Distribution Policy.

Particulars of Loans, Guarantees and
Investments

Particulars of loans, guarantees and investments covered
under Section 186 of the Act forms part of the notes to the
standalone financial statements (Please refer note nos. 7,
8, 13, 17 and 62).

Particulars of Employees

Information required as per Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
enclosed as
Annexure E to this Report.

Disclosures relating to remuneration and other details
as required under Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names and other particulars of the
employees drawing remuneration in excess of the limits
set out in the said rules are available with the Company.
Having regard to the provisions of the first proviso to
Section 136(1) of the Act, the Annual Report excluding
the aforesaid information is being sent to the members
of the Company. Any member interested in obtaining
such information may write to the Company Secretary of
the Company.

Internal Controls

The Company is committed to ensuring an effective internal
control environment that provides, inter alia, an assurance
on the orderly and efficient conduct of operations, security
of assets, prevention and detection of frauds and errors,
accurate and timely completion of accounting records and
timely preparation of reliable financial information. The
Company has an internal control system, commensurate
with the size, scale and complexity of its operations. The
Company uses SAP - a well-accepted Enterprise Resource
Planning (ERP) system to record data for accounting,
consolidation, and management information purposes
and connects to different locations for efficient exchange
of information.

The Audit Committee of the Board of Directors, reviews
the effectiveness of the internal control system across
the Company including annual plan, significant audit

findings, adequacy of internal controls and compliance
with accounting policies and regulations. The Company's
internal control system is monitored by independent
consultants and supplemented by in-house Internal
Audit division.

Internal Financial Controls

In line with best practices applicable to organizations
of a similar size, nature and complexity, the Company
has adequate Internal Financial Controls System which
ensures that all transactions are authorized, recorded,
and reported correctly in a timely manner. The Company's
Internal Financial Controls are designed to provide reliable
financial information and to comply with applicable
accounting standards.

Risk Management

The Board of Directors of the Company has constituted
a Risk Management Committee to frame, implement and
monitor the risk management plan for the Company. The
Committee is responsible for monitoring and reviewing
the risk management plan and ensuring its effectiveness.
The Audit Committee has additional oversight in the area
of financial risks and controls. The major risks identified
by the businesses and functions are systematically
addressed through mitigating actions on a continuing
basis. The Company has also adopted a Risk Management
Policy which establishes various levels of accountability
and overview within the Company.

Disclosure under Sexual Harassment
of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

The Company has in place a Prevention of Sexual
Harassment Policy in compliance with the requirements
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The
Company always endeavors to create and provide
an environment that is free from discrimination and
harassment including sexual harassment. The Internal
Complaints Committee (ICC) has been constituted to
redress complaints regarding sexual harassment, if any.

The Directors further state that during the year under
review, there were no complaints filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

Declaration by Independent Directors

The Company has received necessary declarations from
all the Independent Directors confirming that they meet
the criteria of independence as prescribed under Section
149(6) of the Act and SEBI Listing Regulations. In the opinion
of the Board, they fulfil the conditions of independence as
specified in the Act and SEBI Listing Regulations and are
independent of the management.

The Independent Directors of the Company are persons
of integrity and comprise of appropriate skills/expertise/
competencies (including proficiency) and have rich and
varied experience in diversified domains for effective
functioning of the Board of Directors of the Company.

Board Evaluation

The Board of Directors and Nomination and Remuneration
Committee reviewed the performance of the individual
Directors on the basis of the criteria and framework
adopted by the Board. In addition, the performance of
Board as a whole and committees were evaluated by the
Board after seeking inputs from all the Directors on the
basis of various criteria.

In a separate meeting of Independent Directors,
performance of Non-Independent Directors, performance
of Board as a whole and performance of the Chairman was
evaluated, taking into account the views of the Executive
Directors and Non-Executive Directors. The evaluation
process has been explained in the Corporate Governance
Report section of this Annual Report.

Training of Independent Directors

The details of programmes conducted for familiarization
of Independent Directors with the Company, nature of the
industry in which the Company operates, business model
of the Company, recent amendments/notifications etc.
has been uploaded on the Company's website at the link:
Familiarization of Independent Directors

For further details, please refer Report on Corporate
Governance which is forming part of this Annual Report.

Cyber Security

In view of increased cyberattack scenarios, the cyber
security maturity is reviewed periodically and the
processes, technology controls are being enhanced in¬
line with the threat scenarios. Your Company's technology
environment is enabled with real time security monitoring
with requisite controls at various layers starting from end
user machines to network, application and the data.

During the year under review, your Company did not
face any incidents or breaches or loss of data breach in
Cyber Security.

General

Your Directors state that no disclosure or reporting is
required in respect of the following items as there were no
transactions on these items during the year under review:

1. Revision of financial statement or the Report.

2. I ssue of equity shares with differential rights as to
dividend, voting or otherwise.

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

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

5. The Company was not required to maintain
cost records as specified in Section 148(1) of the
Companies Act, 2013.

6. Neither any application was made nor any proceeding
is pending against the Company under the Insolvency
and Bankruptcy Code, 2016.

7. The Company has not defaulted in the repayment
of loans to the Banks or Financial Institutions.
Accordingly, disclosure relating to one-time
settlement with the Banks or Financial Institutions is
not applicable.

8. Details of difference between amount of the Valuation
done at the time of One Time Settlement and the
Valuation done while taking loans from the Banks or
Financial Institution alongwith the reasons thereof.

Acknowledgement

Your Directors would like to express their appreciation for
assistance and co-operation received from the financial
institutions, banks, government authorities, customers,
vendors and members during the year under review. Your
Directors also wish to place on record their deep sense of
appreciation for the committed services by all employees
of the Company.

For and on behalf of the Board of Directors

Place: Gurugram Sandip Somany

Date: 14 May 2025 Chairman and Managing Director

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KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (Broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.
Attention Investors :
Prevent unauthorised transactions in your Stock Broking account --> Update your mobile numbers/ email IDs with your stock Brokers. Receive information of your transactions directly from Exchange on your mobile/email at the end of the day…..Issued in the interest of Investors.
Attention Investors :
Prevent Unauthorized Transactions in your demat account -> Update your Mobile Number and Email address with your Depository Participant. Receive alerts on your Registered Mobile and Email address for all debit and other important transactions in your demat account directly from CDSL on the same day….. issued in the interest of investors.
Attention Investors :
No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorize your bank to make payment in case of allotment. No worries for refund as the money remains in investor account.
Attention Investors :
Investors should be cautious on unsolicited emails and SMS advising to buy, sell or hold securities and trade only on the basis of informed decision. Investors are advised to invest after conducting appropriate analysis of respective companies and not to blindly follow unfounded rumours, tips etc. Further, you are also requested to share your knowledge or evidence of systemic wrongdoing, potential frauds or unethical behavior through the anonymous portal facility provided on BSE & NSE website.
Attention Investors :
Stock Brokers can accept securities as margin from clients only by way of pledge in the depository system w.e.f. September 1, 2020. || Update your mobile number & email Id with your stock broker/depository participant and receive OTP directly from depository on your email id and/or mobile number to create pledge. || Pay 20% upfront margin of the transaction value to trade in cash market segment. || Investors may please refer to the Exchange's Frequently Asked Questions (FAQs) issued vide circular reference NSE/INSP/45191 dated July 31, 2020 andNSE/INSP/45534 dated August 31, 2020 and other guidelines issued from time to time in this regard. || Check your Securities /MF/ Bonds in the consolidated account statement issued by NSDL/CDSL every month….. Issued in the interest of Investors.
“Investment in securities market are subject to market risks, read all the related documents carefully before investing”.