Your Directors are delighted to present the 28^th Annual Report
on the business and operations of Mold-Tek Packaging
Limited (the Company/Mold-Tek) together with the Audited
Financial Statements and the Auditors’ Report thereon for
the financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS:

Key highlights of financial performance of the Company for
the year ended March 31, 2025, are as summarized below:

PERFORMANCE REVIEW FOR FINANCIAL YEAR
2024-25:

> Revenue from operations stood at ?78,132 lakhs as
against ?69,865 lakhs in FY 2023-24, a up by 11.83%

> Sales volume is 38,264 MT as against 35,661 MT in FY
2023-24, a up by 7.30%

> The operating profit (EBIDTA) is ?14,386 lakhs as
against ?13,448 lakhs in FY 2023-24, a up by 6.98%

> Net profit after tax stood at ?6,055 lakhs as against
?6,659 lakhs in FY 2023-24, a reduction of 9.07%

ANNUAL SNAPSHOT AND FUTURE OUTLOOK:
FINANCIAL YEAR 2024-25

Financial Performance:

In the financial year 2024-25, revenue grew by 11.83%,
totaling ?781.32 crores. The sales volume is up by 7.3%
reaching 38,264 tonnes compared to 35,661 tonnes in the
prior year. EBITDA up by 6.98% to ?143.86 crores, while
Profit Before Tax (PBT) declined by 8.3% to ?81.27 crores.
Net Profit also decreased by 9.07%, settling at ?60.55 crores.
These reductions reflect the higher charge of depreciation
and interest cost due to major investments made in last three
years, commercial production of which just started.

Segment Wise Performance:

Paints-Packs: During the year 2024-25, the company has
considerably increased its production capacity at Panipat
(Haryana), Satara (Maharashtra) and Cheyyar (Tamil Nadu)
to effectively meet the increased demand from the Aditya
Birla Group. These strategically located facilities are
equipped with modern infrastructure to support high-volume
production and timely delivery.

This capacity expansion reflects the company’s commitment
to serving key clients and maintaining operational excellence
as order volumes rise.

APIL also started decorating their top brands in IML.
Moldtek has set up Robots and manufacturing facilities at all
APIL locations to cater to their growing demand.

Square Packs: New square packs of 2 and 3 liters were
introduced to cater to ready to eat, edible oil and other
FMCG goods. Square packs Manufacturing is being set up
at Panipat and Daman to cater to the growing demand for our
square packs in northern India. Production at Panipat started
in March, 2025.

Food & FMCG Packs: As our IML printing capacities
enhanced, Q4 registered solid sales growth of 21.47% in this
segment showing the Company’s leadership position in Food
& FMCG sectors where growth was stagnated last year due
to lack of IML printing capacity. We expect good growth in
FY 2025-26, as well, as production of FMCG products as
starting in Panipat from September, 2025.

Pharma Packaging: The pharma-packaging sector has
shown excellent momentum in financial year 2024-25,
achieved sales around ?11 crores for the year. In the Q4 of

1st year itself, company achieved close to 50% capacity
utilization to cross Breakeven level. Further, capacity
expansion across product mix is being planned. This rapid
growth underscores the division’s ability to contribute
handsomely in near future.

The surge in demand is driven by increased orders from
leading pharma companies in India and few enquiries
from other international markets, reaffirming the division’s
compliance with global quality and regulatory standards.
This international traction is a testament to the company’s
ability to meet stringent packaging requirements and deliver
consistent value.

With a renewed focus on scalable infrastructure, quick
product development automation, and sustainability in
packaging solutions, the company is well-positioned to
capture further growth in the global pharma ecosystem.

Tablet Containers with CT CR closures:

• Added numerous higher weight bottles using our in¬
house tool room to add to our product basket. Quick
development of these packs gave great confidence.

• Squeeze and lock cap is a revolutionary new idea
designed to give child resistant functionality with
a single piece construction. Our new design gives
stability even at higher vacuum pressurized conditions.

Effervescent tubes:

• Capacity for highest selling SKU is planned to be
doubled by Q2. This SKU has reached almost full
utilization and is estimated to go further up.

• Improved version of spiral cap launched to be stable
at high temperature and Rh levels, based on need from
India’s largest EV tablet manufacturer.

Desiccant Canisters:

• Orders started for most high-selling size through a
direct export order but domestic establishment is taking
more time for stability tests than anticipated. As this
product goes inside tablet container, the testing is more
stringent

• New filling machine added to increase filling capacity.
Dust-free version and online weight control added

Printing Capacity enhancement: Company added 3 new
machines (2 flexographic and one Roto Gravure) in February,
2025 and balancing equipment to increase printing capacity
by more 50% to cater to expected rise in Q1 demand for IML
products across verticals. Another printing machine is being
added by end of May, 2025.

Future Outlook:

The future looks bright because pharma division which has
started just barely a year ago, has crossed break-even in Q4
of FY2024-25, with a shot up of turnover from meager ?2.5
crores in Q3 to ?6.7 crores in Q4, resulting in Company
making profits for the first time in the pharma division. This
augur well for the coming years as the traction that is created
in Q4 will continue to spread in the full financial year of
FY2025-26 and apart from additional new products that are
being added in the pharma packaging sector.

Another positive development is growth of paint industry,
which was a 6.7% drop last year, has become 6.8% growth in
this current financial year, auguring well for the Company’s
future.

The huge investments over ?400 crores that have been made
by Company in the last three years have started bearing fruit.
And we look forward to a much better future in the coming
quarters, not only in pharma, but also in ABG and thin wall
segments, as well.

DIVIDEND:

The Board of Directors (the Board) are pleased to recommend
a final dividend of ? 2/- (40 %) on every equity share of ?5/-
each, for the Financial Year ended on March 31, 2025 at their
meeting held on July 28, 2025 amounting to ? 664.58 lakhs.
The dividend payout is subject to approval of members at the
ensuing Annual General Meeting.

The dividend, as recommended by the Board of Directors, if
approved at the ensuing AGM, will be paid to those Members,
whose name shall appear on the Register of Members as on
September 23, 2025 (Record Date). If approved, the dividend
shall be paid within 30 days from the date of declaration
as per the relevant provisions of the Companies Act, 2013
(hereinafter referred to as ‘Act’).

The Company had also declared interim dividend of ?2/-
(40%) on equity share of ?5/- each, in Board meeting held
on April 25, 2025. Total dividend declared for the financial
year 2024-25 is thus ?4/- (i.e. 80% ) on every equity share
of ?5/- each. The dividend payout for the year under review
has been formulated after considering the financial aspects
and keeping in view your Company’s need for capital and
rewarding shareholders.

As per the Income-Tax Act, 1961, dividends paid or
distributed by the Company shall be taxable in the hands
of the shareholders. Accordingly, the Company makes the
payment of the dividend from time to time after deduction
of tax at source. Please refer note which forms part of the
Notice of the 28^th Annual General Meeting of the Company.

DIVIDEND DISTRIBUTION POLICY:

In terms of Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has
formulated and adopted a Dividend Distribution Policy with
the objective of providing clarity to its stakeholders on the
profit distribution strategies of the Company. The policy
hosted on the website of the Company at https://www.
moldtekpackaging.com/investors.html#tab-5

TRANSFER TO RESERVES:

During the year under review, the Company has not
transferred any amount to the reserves of the Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company
during the year under review.

SHARE CAPITAL:

The Authorised Share Capital of the Company as on March
31, 2025 was ? 20,00,00,000/- divided into 4,00,00,000
equity shares of ?5/- each.

The issued, subscribed and fully paid-up Equity Share Capital
as on March 31, 2025 stood at ^16,61,44,570/- divided into
3,32,28,914 equity shares face value of ?5/- each. During
the year under review, the Company has not granted any
stock options and not issued any sweat equity share to its
employee(s)/ director(s). As on March 31, 2025, none of the
Directors of the Company hold any instruments convertible
into equity shares of the Company. The Company has not
issued equity shares with differential rights as to dividend,
voting or otherwise as on March 31, 2025.

LISTING ON STOCK EXCHANGES:

The Company’s equity shares are listed on the following
Stock Exchanges:

(i) BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street,
Mumbai - 400 001, Maharashtra, India; and

(ii) National Stock Exchange of India Limited, Exchange
Plaza, Floor 5, Plot No. C/1, G Block, Bandra-
Kurla Complex, Bandra (East), Mumbai - 400051,
Maharashtra, India.

The Company has paid the applicable annual listing fees to
these stock exchanges. Further, the annual custodian fee has
also been paid to the depositories.

INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY:

Internal Financial Control encompasses the policies and
procedures implemented by a company to ensure the efficient
and orderly conduct of its business operations. These include
adherence to company policies, safeguarding of assets,
prevention and detection of frauds and errors, accuracy and
completeness of accounting records, and timely preparation
of reliable financial information.

The Company has adequate internal controls consistent with
the nature of business and size of the operations, to effectively
provide for safety of its assets, reliability of financial
transactions with adequate checks and balances, adherence to
applicable statues, accounting policies, approval procedures
and to ensure optimum use of available resources. These
systems are reviewed and improved on a regular basis. It
has a comprehensive budgetary control system to monitor
revenue and expenditure against approved budget on an
ongoing basis. It employs a structured approach involving
function-specific reviews and risk reporting by senior
management. Significant matters are promptly escalated to
the Audit Committee and the Board. Additionally, internal
Standard Operating Procedures (SOPs) and Schedule of
Authority (SOA) are clearly defined and documented to
ensure proper authorization, recording, and reporting of all
financial transactions.

The Company has an internal auditor to assess the adequacy
and effectiveness of the Internal Controls and System
across all key processes covering various locations.
Audit Observations along with recommendations and its
implementations are reviewed by the Audit Committee and
concerns, if any, are reported to the Board.

DEPOSITS:

During the year under review, the Company has not accepted
any deposits in terms of Section 2(31) read with Chapter V of
the Companies Act, 2013 and Rule 2(1)(c) of the Companies
(Acceptance of Deposits) Rules, 2014 and as such there are
no overdue deposits outstanding as on March 31, 2025.

HOLDING COMPANY, SUBSIDIARIES, JOINT
VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2025, the Company has no holding,
subsidiary, Joint Ventures or associate companies.

Further, in compliance with the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has

formulated a policy for determining material subsidiaries.
The Policy is available on the website of the Company at
https://www.moldtekpackaging.eom/investors.html#tab-5

MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY BETWEEN THE END OF FINANCIAL
YEAR AND THE DATE OF THE REPORT:

There have been no material changes and commitments
affecting the financial position of the Company which have
occurred between the end of the financial year to which the
financial statements relate and the date of this report.

CODE FOR PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct to Regulate,
Monitor and Report Trading by Designated Persons and their
Immediate Relatives pursuant the Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations,
2015. This Code of Conduct also includes code of practices
and procedures for fair disclosure of unpublished price
sensitive information and has been made available on the
Company’s website at https://www.moldtekpackaging.com/
investors.html#tab-5

The Company is maintaining Structured Digital Database
(SDD), for monitoring the dealings in the securities of the
Company by the promoters, directors and designated persons
including immediate relatives and also to keep record of
the persons with whom the unpublished price sensitive
information of the Company has been shared internally or
externally until it becomes public.

CHANGE OF NODAL OFFICER OF THE COMPANY:

The Board of Directors vide a resolution passed unanimously
by circulation on Wednesday, February 07, 2024, had
approved the appointment of Mr. Subhojeet Bhattacharjee,
Company Secretary and Compliance Officer of the Company,
as Nodal Officer and Mrs. Karra Venkata Ramani, Deputy
General Manager-Investor Relations continued to act as
Deputy Nodal Officer as per the provisions of the Companies
Act, 2013 read with Rule 7(2A) of the Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016, as amended.

Subsequently, on account of resignation of Mr. Shubhojeet
Bhattacharjee, from the company, the Board of Directors
appointed Ms. Harshita Suresh Chandnani, Company
Secretary and Compliance Officer of the Company, as Nodal
Officer of the Company vide circular resolution passed on
Monday, March 24, 2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
(KMP):

Composition:

The Board of the Company contains an optimum combination
of Executive and Non-Executive Directors. As on March
31, 2025, it comprises of 8 (Eight) Directors, viz. 4 (four)
Non-Executive Independent Directors including a Woman
Director and 4 (four) Executive Directors. The position of
the Chairman of the Board of Directors and the Managing
Director are held by same individual, wherein the Chairman
is an Executive Director. The composition of the Board is in
conformity with the relevant provisions of the Companies
Act, 2013 and Regulation 17 of the Securities and Exchange
Board of India (Listing Obligations and Disclosures
Requirement) Regulations 2015.

Board Diversity:

The Company recognizes and embraces the importance of
a diverse Board in its success. We believe a truly diverse
Board offers numerous advantages, including improved
decision-making, enhanced corporate governance,
increased creativity and innovation, better problem-solving,
understanding of diverse markets, improved reputation, and
the mitigation of biases. These benefits contribute to the long¬
term success and sustainability of organizations in the Indian
business landscape. The Board of Directors have adopted the
Policy on Diversity of Board of Directors which sets out the
approach to diversity of the Board of Directors. The Policy
is available in the website of the Company website https://
www.moldtekpackaging.com/investors.html#tab-5

Changes in Directors and Key Managerial Personnel

The second term of 5 (five) consecutive years of Dr.
Talupunuri Venkateswara Rao (DIN: 00572657), as an
Independent Director of the Company concluded on the
Sunday, September 29, 2024, and as a result he ceased to be
a Director of the Company w.e.f. the closing business hours
of the same date.

Further, Mr. Subhojeet Bhattacharjee, tendered his
resignation from the position of Company Secretary and
Compliance Officer of the Company with effect from the
close of business on Friday, December 13, 2024, due to
his personal preoccupations and confirmed that there were
no other material reasons for his resignation. Ms. Harshita
Suresh Chandnani was appointed as the Company Secretary
and Compliance Officer of the Company with effect from
Tuesday, March 11, 2025.

In accordance with the provisions of Sections 2(51) and
203 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the following were the Key Managerial
Personnel of the Company as on March 31, 2025.

Retirement by Rotation

In order to comply with the provisions of Section 152 (6) of
the Companies Act, 2013 and rules applicable thereunder,
Mr. Venkateswara Rao Pattabhi, Deputy Managing Director
is liable to retire by rotation at this Annual General Meeting,
being eligible offers himself for re-appointment. Pursuant
to the provisions of Regulation 36 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Secretarial Standards
2 on General Meetings issued by Institute of Company
Secretaries of India (ICSI), brief particulars of the director
proposed to be re-appointed are provided as an annexure to
the notice convening the AGM.

Independent Directors and their declaration of
Independence

As on March 31, 2025, the Independent Directors of the
Company included Mr. Eswara Rao Immaneni, Mr. Togaru
Dhanrajtirumala Narasimha, Mrs. Madhuri Venkata Ramani
Viswanadham and Mr. Ponnuswamy Ramnath. All the
Independent Directors of the Company have furnished
necessary declaration in terms of Section 149(7) of the
Companies Act, 2013 and Regulation 25(8) of Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 affirming that
they meet the criteria of independence as stipulated under the
Companies Act, 2013 and Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

In the opinion of the Board, all the Independent Directors
have the integrity, expertise and experience including the
proficiency required to effectively discharge their roles and
responsibilities in directing and guiding the affairs of the
Company. In terms of Regulation 25(8) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Independent Directors
have confirmed that they are not aware of any circumstance
or situation, which exist or may be reasonably anticipated,
that could impair or impact their ability to discharge their
duties.

Registration of Independent Directors in Independent
Directors databank

All the Independent Directors of the Company have been
registered and are members of Independent Directors
Databank maintained by the Indian Institute of Corporate
Affairs (IICA).

Familiarization Program of Independent Directors

In compliance with Regulation 25(7) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Schedule IV of the
Companies Act, 2013 the Company has a structured program
for orientation and training of Independent Directors so as to
enable them to understand the nature of the industry in which
the Company operates, business model of the Company and
roles, rights, and responsibilities of Independent Directors.

The program aims to provide insights into the Company to
enable the Independent Directors to be in a position to take
well-informed timely decisions and contribute significantly
to the Company. The Independent Directors of the Company
are given every opportunity to familiarize themselves with
the Company, its management, and its operations so as to
understand the Company, its operations, business, industry
and environment in which it functions.

The details of the familiarization programme of the Company
are available on the Company’s website at https://www.
moldtekpackaging.com/investors.html#tab-5

Evaluation of Board’s Performance

In terms of section 134 of the Companies Act, 2013 read
with Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company had laid down the criteria for reviewing
the performance of the Board, its Committees and
individual Directors. While evaluating the performance and
effectiveness, the Nomination and Remuneration Committee
inter-alia considers the attendance of the Directors at Board

and Committee meetings, acquaintance with business,
communicating inter se with board members, effective
participation, domain knowledge, compliance with code of
conduct, vision and strategy etc.

In compliance with the provisions of the Act and Regulation
17(10) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, to improve the effectiveness of the Board and its
Committees, as well as that of each individual Director, a
formal Board review is undertaken on an annual basis.

The following are some of the broad parameters that are
considered in performance evaluation questionnaire:

• Evaluating the director’s understanding of the
organization’s mission, vision, and strategic goals, as
well as their ability to provide strategic guidance and
direction.

• Ability to act on a fully informed basis, in good faith,
with due diligence and in the best interest of the
company and the stakeholders.

• Optimum combination of knowledge, skill, experience
and diversity on the Board as well as its Committees.

• Relationships and effective communication among the
Board of Directors.

• Effectiveness of individual non-executive and executive
directors and Committees of Board.

• Quality of the discussions, general information
provided on the company and its performance, papers
and presentations to the Board of Directors.

• Risk management as well as processes for identifying
and reviewing risks.

• Well- defined mandate and terms of reference of
Committee.

• Attendance at Board as well as Committee Meetings

• Procurement of Information, preparation for Board
Meetings and value of contribution at meetings.

• Relationships with fellow directors, the company
secretary and senior management and mutual trust and
respect they stimulated within the Board.

• Keeping update with the latest developments in the
areas of governance and financial reporting

• Willingness to devote time and effort to understand the
company and its business

• Providing necessary guidance using their knowledge and
experience in development of corporate strategy, major
plans of action, risk policy, and setting performance
objectives.

• Independence exercised in taking decisions, listening
to views of others and maintaining their views with
resolute attitude

• Ability in assisting the Company in implementing the
best corporate governance practices.

• Capability in exercising independent judgement to
tasks where there is potential conflict of interest

• Commitment in fulfilling the director’s obligations
fiduciary responsibilities.

• Providing an overall assessment of the board member’s
contribution to the effectiveness of the board in
fulfilling its governance responsibilities and advancing
the organization’s mission and objectives.

The Board of Directors were satisfied with the evaluation
process and outcome. The Board Committees were also
found to be effective in terms of its composition, functioning
and contribution. The evaluation process acknowledged
that the Board of Directors have spent sufficient time on
future business strategies and other long-term and short¬
term growth plans, operational matters including review
of business and functional updates, financial results and
other regulatory approvals, governance matters and internal
controls.

Committees of the Board

As on March 31, 2025, the Board has the following
Committees:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders Relationship Committee

IV. Corporate Social Responsibility Committee

V. Risk Management Committee

All the recommendations made by the Board committees,
including the Audit Committee, were accepted by the Board.
A detailed note on the Board and its committees is provided
under the Corporate Governance Report section in this
Annual Report.

Board and Committee Meetings:

The Board of Directors meet at regular intervals to discuss
and decide on the Company’s policies and strategy apart

from other Board matters. The Company has conducted 6
(Six) Board meetings during the financial year under review.
The intervening gap between any two meetings was within
the period prescribed by the Companies Act, 2013 and
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The
composition of the Board of Directors, Committees,
attendance of the Directors in the Board and Committees
meetings are given Corporate Governance Report section in
this Annual Report.

Separate Meeting of Independent Directors

In terms of Schedule IV of the Companies Act, 2013 and
Regulation 25 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 it is mandated that the Independent
Directors of the Company shall hold at least one meeting in
a year, without the attendance of Non-Independent Directors
and members of the management. A separate meeting of
the Independent Directors was held on February 07, 2025.
During this meeting, the Independent Directors reviewed the
performance of the Company, the Chairman, Board and the
quality of information given to the Board was also discussed.
The Company is ready to facilitate more such sessions as and
when required by the Independent Directors.

Directors and Officers insurance (‘D and O insurance’)

The Company has procured D & O liability insurance policy
that covers the members of the Board and Officers of the
Company for such quantum and risks as determined by its
Board of Directors.

Declaration from Directors

The Company has received necessary declaration from all
Directors stating that they are not debarred or disqualified
from being appointed or continuing as Directors of
Companies as per the Securities and Exchange Board of
India, Reserve Bank of India, Ministry of Corporate Affairs
or any such other Statutory Authority.

Code of Conduct for the Board of Directors and Senior
Management Personnel

The Board of Directors and Senior Management Personnel
have affirmed compliance with the Code of Conduct for the
Board of Directors and Senior Management Personnel.

Directors’ Responsibility Statement

Pursuant to Section 134 (3) (c) and Section 134(5) of the
Companies Act, 2013, the Board of Directors hereby state
that:

a. in the preparation of the annual accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures, if
any;

b. appropriate accounting policies have been selected and
applied consistently. Judgement and estimates which
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 the end of the financial year and of the
profit of Company for the year;

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

d. the annual accounts have been prepared on an on-going
concern basis;

e. proper internal financial controls have been laid down to
be followed by the Company and such internal financial
controls are adequate and are operating effectively; and

f. proper systems to ensure compliance with the provisions
of all applicable laws have been devised, and such
systems are adequate and are operating effectively.

Succession Planning for the Board and Senior Manage¬
ment

The Company strives to maintain an appropriate balance of
skills and experience in the Board and within the Company, in
an endeavor to introduce new perspectives while maintaining
experience and continuity. Additionally, promoting Senior
Management within the organization motivates and fuels the
ambitions of the talent force to earn future leadership roles.
The Board of Directors has adopted the Policy on Succession
Planning for the Board and Senior Management.

AUDITORS

Statutory Auditors:

M/s. Anandam & Co., Chartered Accountants (Firm
Registration Number 000125S), were appointed as Statutory
Auditors of your Company at the 20^th Annual General
Meeting (AGM) held on Friday, September 22, 2017, to hold
office for their first term of five consecutive years subject to
ratification by Members at every Annual General Meeting,
from the conclusion of the 20^th AGM till the conclusion
of the 25^th AGM of the Company, in accordance with the
provisions of the Act.

Further, the Board in its meeting held on July 27, 2022, based
on the recommendations of the Audit Committee, given in
their meeting held on the same date before the board meeting,
after evaluating and considering various parameters viz.,
capability, team size, experience, clientele served, technical
knowledge, independence and the ability to serve a diverse
Company like Mold-Tek Packaging Limited, approved and
recommended to the members the appointment of M/s.
Anandam & Co., Chartered Accountants (Firm Registration
Number 000125S), as statutory auditors of the company, for
the second term of five consecutive years, to hold office from
the conclusion of the 25^th Annual General Meeting till the
Conclusion of the 30^th Annual General Meeting to be held
in the Financial Year 2027-28 and such was subsequently
approved by the members of the Company at the 25^th Annual
General Meeting held on Friday, September 30, 2022.

The Statutory Auditors of the Company have issued an
unmodified opinion on the financial statements of the
Company for the financial year ended March 31, 2025 and a
declaration/statement there-of has been filed with the stock
exchange(s) by the Company on Monday, May 19, 2025,
along with the outcome of the meeting of the Board of
Directors held on the same date.

The said Auditors’ Report(s) for the financial year ended on
March 31, 2025 on the financial statements of the Company
forms part of this Annual Report. There has been no
qualification, reservation or adverse remark in their report.

Cost Auditor

The provisions of Section 148 of the Companies Act, 2013
read with Rule 3 of the Companies (Cost Records and Audit)
Rules, 2014 do not apply to the Company. Accordingly,
the Company is not required to appoint a Cost Auditor and
maintain cost records.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, Mr. Ashish Kumar Gaggar, Company
Secretary in Practice, was appointed as Secretarial Auditor to
conduct Secretarial Audit for the financial year 2024-25. The
Secretarial Audit Report, pursuant to Section 204(1) of the
Act for the financial year ended March 31 2025, is annexed
to this Report as Annexure- E and forms part of this Report.
There is no qualification, reservation, adverse remark, or
disclaimer given by the Secretarial Auditor in their Report.

The Company has undertaken an Annual Secretarial
Compliance Audit for the financial year 2024-25 pursuant
to Regulation 24A of the SEBI Listing Regulations and the

same has been submitted to the Stock Exchange(s) and the
said report may be accessed on the Company’s website at
the link https://www.moldtekpackaging.com/investors.
html#tab-5

Pursuant to the provisions of Section 204 of the Act read with
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24 A of the SEBI
Listing Regulations, the Board of Directors at its meeting
held Monday, July 28, 2025 upon the recommendation
of the Audit Committee, appointed Mr. Ashish Kumar
Gaggar, Practicing Company Secretary as Secretarial
Auditor for a term of five consecutive years commencing
from financial year 2025-26, subject to the approval of the
shareholders at the forthcoming AGM of the Company.
The Company has received the necessary consent from Mr.
Ashish Kumar Gaggar, Practicing Company Secretary to act
as the Secretarial Auditor of the Company along with the
certificate confirming that his appointment would be within
the applicable limits.

Internal Auditor

M/s. Praturi & Sriram, Chartered Accountants, were
appointed as an Internal Auditor of the Company and
they report to the Audit Committee about the adequacy
and effectiveness of the internal control system of the
Company. The recommendations of the internal auditor
on improvements required in the procedures and control
systems are also presented to the Audit Committee.

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

The Statutory Auditors of the Company have not reported
any fraud as specified under the second proviso of section
143(12) of the Companies Act, 2013 (including any statutory
modification(s) or reenactment(s) for the time being in force.

MD / CFO Certification

Mr. J. Lakshmana Rao, Chairman and Managing Director
and Mrs. A. Seshu Kumari, Chief Financial Officer of the
Company have given annual certification on financial
reporting and internal controls to the Board in terms of
Regulation 17(8) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the same forms part of this Annual
Report. Mr. J. Lakshmana Rao, Chairman and Managing
Director and Mrs. A. Seshu Kumari, Chief Financial Officer
of the Company also give quarterly certification on financial
results while placing the financial results before the Board in
terms of Regulation 33(2) (a) of the Securities and Exchange

Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

RECONCILIATION OF SHARE CAPITAL AUDIT

As required by the SEBI Listing Regulations, a quarterly
audit of the Company’s Share Capital is being carried out by
an Independent Practicing Company Secretary to reconcile
the total share capital, the total share capital admitted with
NSDL, CDSL and held in physical form, with the issued
and listed capital. The Practicing Company Secretary’s
certificate in regard to the same is submitted to BSE Limited
and National Stock Exchange of India Limited and is also
placed before the Board of Directors.

NOMINATION AND REMUNERATION POLICY

The Board based on the recommendation of the Nomination
and Remuneration Committee has framed and adopted the
Nomination and Remuneration Policy for the Company.
Further. the policy of the Company on Directors’ appointment
and remuneration, including criteria for determining
qualifications, positive attributes, independence of a director
and other matters are adopted as per the provisions of the
Companies Act, 2013. The Nomination and Remuneration
Policy as adopted by the Board is available on the Company’s
website https://www.moldtekpackaging.com/investors.
html#tab-5

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has formulated and adopted the Vigil
Mechanism/ Whistle Blower Policy in compliance with
Section 177(9) of the Companies Act, 2013 and Regulation
22 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015. The Whistle Blower Policy aims to conduct the affairs
of the Company in a fair and transparent manner by adopting
the highest standards of professionalism, honesty, integrity,
and ethical behaviour.

All present employees and Whole-time Directors of the
Company are covered under the Whistle Blower Policy.
A mechanism has been established for employees and
other stakeholders to report their concerns about unethical
behaviour, actual or suspected fraud or violation of the
Code of Conduct and Ethics, and leak of price-sensitive
information. It also provides for adequate safeguards against

the victimization of employees who avail the mechanism
and allows direct access to the Chairman of the Audit
Committee. During the year under review, no complaints
were reported under the Whistle Blower Policy. The Whistle
Blower Policy is available on the Company’s website https://
www.moldtekpackaging.com/investors.html#tab-5

DISCLOSURE UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at
the workplace and has formulated a policy on prevention,
prohibition, and redressal of sexual harassment at the
workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the rules thereunder for
prevention and redressal of complaints of sexual harassment
at workplace.

The Company has constituted Internal Complaints Committee
in accordance with the provisions of the Sexual Harassment
of Women at the Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules made thereunder.

There were no cases filed or grievances received pursuant to
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act’ 2013 during the year under
review. The Company regularly conducts awareness
programmes for its employees.

MATERNITY BENEFIT ACT, 1961

The Company has complied with all applicable provisions
relating to the Maternity Benefit Act, 1961 and all benefits
and entitlements are duly extended to eligible employees.

POLICIES

The Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 mandated the formulation of certain policies for all
listed companies. Accordingly, the Company has adopted
the various policies and the following polices are uploaded
on the website of the Company or are available on the
intranet platform of the Company. The policies are reviewed
periodically by the Board/Committee and updated based on
need and new compliance requirement. The web-link of the
same is as below:

RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013
and Regulation 17(9) of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has formulated and adopted
a Policy on Risk Management and Procedures. It outlines
a framework for identification of internal and external
risks specifically faced by the Company, measures for risk
mitigation including systems and processes for internal
control of identified risks. The policy is also made available
on the website of the Company at https://moldtekpackaging.
com/pdf/Risk%20Management%20Policy23.pdf

Pursuant to the requirement of Regulation 21 of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company
has constituted a Risk Management Committee (RMC),
consisting of Board members of the Company. The risk
management procedure is reviewed by the Risk Management
Committee and Board of Directors on a regular basis

The Company has in place a Risk Management framework
to identify, evaluate business risks and challenges across the
Company both at corporate level as also separately for each
business division. The Company has in place a mechanism
to identify, assess, monitor and mitigate various risks to key
business objectives.

During the year under review, there are no risks which in
the opinion of the Board that threaten the existence of the
Company. However, some of the risks which may pose
challenges are set out in the Management Discussion and
Analysis Report which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The details pertaining to loans given, guarantees or securities
provided or investments made by the Company under
Section 186 of the Companies Act, 2013 during the year
under review are forming part of the notes to the Financial
Statements of this Annual Report.

PARTICULARS OF CONTRACT OR ARRANGE¬
MENTS MADE WITH RELATED PARTIES

All related-party transactions (RPT) entered during the
financial year were conducted in the ordinary course of
business and on an arms-length basis. The Company, during
the year, has not entered into any materially significant
related-party transactions with Promoters, Directors, Key
Managerial Personnel, or other persons that may have had a

potential conflict with the Company’s interests. All related-
party transactions are placed before the Audit Committee
for review and approval. Prior omnibus approval is also
obtained from the Audit Committee for repetitive related-
party transactions that can be foreseen. The Audit Committee
reviews all the related party transactions on quarterly basis.

In accordance with Section 134(3)(h) of the Companies Act,

2013, and Rule 8(2) of the Companies (Accounts) Rules,

2014, the particulars of the contracts or arrangements with
related parties referred to in Section 188(1) of the Companies
Act, 2013, in Form AOC-2 is attached as AnnexureA to this
Report.

In line with the requirements of the Companies Act, 2013
and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,

2015, the Company has a Policy on Materiality of and Dealing
with Related Party Transactions, which is also available on
the Company’s website at https://www.moldtekpackaging.
com/investors.html#tab-5

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

The information pertaining to conservation of energy,
technology absorption, Foreign Exchange Earnings and
Outgo as required under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 is annexed in Annexure- C.

ANNUAL RETURN

The Annual Return of the Company for the financial year
2024-25 as required under Section 92(3) and 134(3)(a) of
the Companies Act, 2013 is available on the website of the
Company and can be accessed on the Company’s website
at the link https://www.moldtekpackaging.com/investors.
html#tab-5

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Management Discussion and Analysis Report for the year
under review as stipulated under Regulation 34 of Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is presented in
a separate section forming part of this report.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest level
of ethical practices and ensuring compliance with legal and
regulatory requirements. A separate report on Corporate

Governance standards followed by the Company, as stipulated
under Schedule V (C) of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is enclosed as a separate section forming
part of this report.

The certificate from Mr. Ashish Kumar Gaggar, Company
Secretary in Practice, Secretarial Auditor of the Company
with regard to compliance of conditions of corporate
governance as stipulated under Schedule V Part E of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and forms
part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILI¬
TY REPORT

The Business Responsibility and Sustainability Report of the
Company in terms of the provisions of Regulation 34(2)(f) of
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 for the
Financial Year ended on March 31, 2025 is available as a
separate section in this Annual Report.

INDIAN ACCOUNTING STANDARDS (IND AS)

The Company has adopted Indian Accounting Standards
(Ind AS) with effect from April 01, 2017 pursuant to
Ministry of Corporate Affairs’ notification of the Companies
(Indian Accounting Standards) Rules, 2015. The standalone
financial statements of the Company, forming part of
the Annual Report, have been prepared and presented
in accordance with all the material aspects of the Indian
Accounting Standards (Ind AS) as notified under Section
133 of the Companies Act 2013 read with the Companies
(Indian Accounting Standards) Rules 2015 (by Ministry of
Corporate Affairs (MCA)) and Regulation 33 of Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as amended and
relevant amendment rules issued thereafter and guidelines
issued by the Securities Exchange Board of India (SEBI).
There was no revision of Financial Statements and Board
Reports during the year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS

In terms of Section 118(10) of the Companies Act, 2013,
the Company complies with Secretarial Standards I and
II, relating to the ‘Meetings of the Board of Directors’ and
‘General Meetings’, respectively as issued by the Institute
of Company Secretaries of India (ICSI) and approved by the
Central Government.

PARTICULARS OF EMPLOYEES

Disclosures required under Section 197 (12) of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
pertaining to remuneration and other details is annexed as
Annexure- D to this report.

In terms of the provisions of Section 197(12) of the
Companies Act, 2013 read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended thereof, a statement
showing the names and other particulars of the employees
drawing remuneration in excess of the limits set out in
the said rules forms part of this report. Considering the
provisions of Section 136 of the Companies Act, 2013 and
the aforementioned rules, the annual report excluding the
aforesaid information is being sent to the members of the
Company. The said information is available for inspection
by the members at the registered office of the Company
or through electronic mode during business hours on
working days up to the date of the forthcoming 28^th AGM
of the Company. Any member interested in obtaining a
copy thereof may write to the Company Secretary at cs@
moldtekpackaging.com in this regard.

TRANSFER OF UNCLAIMED DIVIDEND TO
INVESTOR EDUCTION AND PROTECTION FUND

Pursuant to applicable provisions of the Act read with
the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016
(IEPF Rules), all unpaid or unclaimed dividends that are
required to be transferred by the Company to the Investor
Education and Protection Fund (IEPF or Fund) established
by the Central Government, after completion of seven years
from the date of the declaration of dividend are transferred
to IEPF. Further, according to the Rules, the shares in respect
of which dividend has not been paid or claimed by the
shareholders for seven consecutive years or more are also
transferred to the demat account of the IEPF Authority.

The Company had sent individual notices and advertised in
the newspapers seeking action from the shareholders who
have not claimed their dividends for seven consecutive years
or more. Thereafter, the Company transferred such unpaid
or unclaimed dividends and corresponding shares to IEPF.

During the financial year 2024-25, pursuant to provision of
Section 124 of the Act, the Company has transferred a sum
of ' 15,40,678 to the IEPF, the amount of dividend which
was unclaimed/ unpaid for a period of seven years, declared
for the financial year 2016-17.

Further, the Company has transferred 3,252 shares in respect

of which dividend has not been paid or claimed for seven
consecutive years or more pursuant to Section 124 of the Act
to the IEPF.

Shareholders/claimants whose shares or unclaimed dividend,
have been transferred to the IEPF may claim those dividends
and shares from the IEPF Authority by complying with
prescribed procedure and filing the e-Form IEPF-5 online
with MCA portal.

The dividend declared for the financial year ended March
31, 2018 and which remains unpaid/ unclaimed is due to be
transferred to IEPF within statutory timelines, upon expiry
of the period of seven years. The due dates for transfer of
unclaimed dividend to IEPF are provided in the report on
Corporate Governance.

Further the shares in respect of which dividend has not been
paid or claimed for seven consecutive years will also be
transferred to IEPF. Shareholders are requested to ensure
that they claim the unpaid dividends referred to above before
the dividend and shares are transferred to the IEPF pursuant
to the provision of Section 124 of the Act.

DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 DURING THE
YEAR

No applications have been made and no proceedings are
pending against the Company under the Insolvency and
Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT
OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE
WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF

The Company has not made any such valuation during the
Financial Year 2024-25.

SIGNIFICANT/MATERIAL ORDERS PASSED BY
COURTS OR TRIBUNALS

No significant and material order has been passed by the
regulators, courts, tribunals impacting the going concern
status and Company’s operations in future.

CREDIT RATING:

ICRA Limited vide its letter with ref. no. ICRA/MOLD-
TEK Packaging Limited/16082024/1 dated August 16, 2024,
has informed the company that as per the Rating Agreement/
Statement of Work executed with ICRA Limited, ICRA’s

Rating Committee has taken the following rating actions for
the mentioned instruments of the company:

EMPLOYEE STOCK OPTION SCHEME:

The Company grants share-based benefits to eligible
employees with a view to attract and retain talent, align
individual performance with the Company’s objectives, and
promote increased participation by them in the growth of the
Company.

The Company has two Employees Stock Option Schemes
viz. Scheme I - MTPL Employee Stock Option Scheme and
Scheme II - MTPL Employee Stock Option Scheme-2016
(MTPL ESOS 2016). No fresh options have been granted
to employees during the financial year 2024-25 under any
scheme.

A statement containing relevant disclosures pursuant to Rule
12(9) of the Companies (Share Capital and Debentures)
Rules, 2014 and Regulation 14 of the SEBI SBEB &
SE Regulations 2021 is available on the website of the
Company at https://www.moldtekpackaging.com/investors.
html#tab-5.

Further, a certificate from the Secretarial Auditors of
the Company as prescribed under SEBI (SBEB & SE)
Regulations shall be placed before the members in the AGM.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Corporate Social Responsibility Committee had
formulated a Corporate Social Responsibility Policy (CSR
Policy) indicating the CSR activities to be undertaken and the
Company had constituted Corporate Social Responsibility
Committee (CSR Committee). A copy of CSR Policy is
available on the website of the Company and can be accessed
on the Company’s website at https://moldtekpackaging.com/
investors.html. The policy encompasses the philosophy of
the Company for delineating its responsibility as a corporate
citizen and lays down the guideline and mechanism for

undertaking socially useful programs for welfare of the
community at large and for under privileged community in
the area of its operation in particular.

The Annual Report on CSR activities of the Company
during the Financial Year 2025 containing the composition
of the CSR Committee, salient features of the CSR Policy,
details of activities, and other information as required under
Companies (Corporate Social Responsibility Policy) Rules,
2014 are provided in Annexure B attached to this Report.

CODE OF CONDUCT FOR EMPLOYEES AND
BUSINESS ETHICS AND CODE OF CONDUCT
FOR BOARD MEMBERS, KEY MANAGERIAL
PERSONNEL & SENIOR MANAGEMENT:

The Board of Directors of Mold-Tek Packaging Limited has
adopted and oversees the implementation of the Company’s
Code of Conduct for Employees and Business Ethics,
as well as the Code of Conduct for Board Members, Key
Managerial Personnel, and Senior Management. These
Codes are applicable to all Directors, Key Managerial
Personnel, Senior Management Officers, and Employees of
the company. They embody the Company’s commitment to
conducting business with integrity and in strict adherence
to legal requirements. The Codes serve as a comprehensive
framework for all covered individuals to follow in their daily
roles, emphasizing the highest ethical standards.

Additionally, the Codes ensure that every member of the
Company fulfills their responsibilities in accordance with
relevant laws, while maintaining respectful relationships
with colleagues, customers, suppliers, shareholders, and
the broader community and regulatory bodies in which the
Company operates.

At Mold-Tek, we aim to build trust and maintain strong
relationships with all stakeholders, particularly our business
partners and customers. Our Code of Conduct extends beyond
internal responsibilities to encompass our interactions with
external stakeholders. It serves as a practical guide for
decision-making and supports us in navigating complex
situations with confidence, enabling us to consistently make
sound judgments.

HUMAN RESOURCES AND INDUSTRIAL
RELATIONS:

The company ensures that it provides a harmonious and
cordial working environment to all its employees. The
Company believes that the quality of its employees is the
key to its success and is committed to providing necessary
human resource development and training opportunities to

equip employees with additional skills to enable them to
adapt to contemporary technological advancements.

The Company has a structured induction process at all
locations and management development programs to upgrade
skills of managers. Objective appraisal systems based on Key
Result Areas are in place for all employees. The Company
is committed to nurture, enhance and retain talent through
superior Learning & Organizational Development.

ACKNOWLEDGEMENTS:

The Board of the Company wishes to place on record their
sincere appreciation of the dedication and commitment of all
employees in continuing their achievements and excellence in
all areas of the business. The Board thanks the shareholders,

customers, suppliers, bankers, other stakeholders and
various departments of the State Government and the Central
Government for their continuous support to the Company.

For and on behalf of the Board of Directors

Sd/-

J. LAKSHMANA RAO

Chairman & Managing Director
DIN: 00649702

Place: Hyderabad
Date : August 29, 2025