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

1. FINANCIAL HIGHLIGHTS:

(Rs in Lakhs)

2. STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK:

For the FY 2023-24, the revenues from operations stood at Rs 1,843.34 Lakhs as against 1,343.87
Lakhs last year and other income stood at Rs. 35.57 Lakhs as against Rs. 9.12 Lakhs last year.
Further, the Company had incurred total expenses of Rs. 1,685.00 Lakhs during the year as
against Rs. 1,241.60 last year.

For the FY 2023-24, Profit before Depreciation, Finance Cost and Tax stood at Rs. 193.92 lakhs,
Profit before tax stood at Rs 153.11 lakhs and the Net Profit stood at Rs. 112.31 Lakhs as against
Rs. 111.39 Lakhs, Rs. 35.84 Lakhs and 20.58 Lakhs respectively. Considering the second year of
its operations, the Company has made significant increase in the revenues when compared to the
last year and made a net profit of Rs. 112.31 lakhs with an EPS of 3.46.

The Board of Directors of your Company is optimistic about the future prospects of the Company.
Your directors are of the view that the Company will have a progressive growth in the subsequent
financial years and are hopeful for the bright future prospects.

Your Directors are pleased to inform that the construction of Company’s new premises is
completed and it is inaugurated on 17^th July 2024 and the premises includes manufacturing unit as
well as registered office of the Company.

3. DIVIDEND:

With a view to conserve and save the resources for future prospects of the Company, the Directors
have not declared any dividend for the financial year 2023-24.

4. TRANSFER TO GENERAL RESERVE:

The Directors do not propose to transfer any amount to the Reserves. Total amount of net profit is
carried to the Reserves & Surplus as shown in the Balance Sheet of the Company.

5. CHANGE IN NATURE OF BUSINESS:

During the year, the Company has not changed its business or objects and continues to be in the
same line of business as per the main objects of the Company.

6. SHARE CAPITAL:

During the year under review the Company has not made any changes in the share capital of the
Company:

7. DETAILS OF UTILISATION OF FUNDS & STATEMENT OF DEVIATION(S) OR
VARIATION(S):

Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘Listing Regulations / LODR’) there were deviation/variation in the utilisation
of proceeds as mentioned in the objects stated in the Prospectus dated 06^th March 2023, in respect
of the Initial Public Offering of the Company. The below table showing the deviation/variation in
the utilisation of proceeds:

The Audit committee and the Board of Directors in their meetings held on 27^th May 2024 have
considered and approved the said variation and also obtained a Certificate from the Statutory
Auditors to that extent in this regard.

8. COMPOSITION OF BOARD AND VARIOUS COMMITTEES AND THEIR MEETINGS:

The Board of Directors along with its committees provide leadership and guidance to the
Management and directs and supervises the performance of the Company, thereby enhancing
stakeholder value.

• Composition of Board:

The composition of Board complies with the requirements of the Companies Act, 2013 (“Act”).
Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”), the Company is exempted from the
requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Directors of the Company is serving as a Whole-Time Director in any other Listed
Company and the number of their directorship is within the limits laid down under Section 165 of
the Companies Act, 2013.

Changes in the Board Composition:

- In the Board Meeting held on 24^th August 2023:

Mr Praveen Kumar Kiran Raj (DIN: 10056121) was appointed as an Independent Director of
the Company w.e.f. 24^th August 2023.

Appointment / Retirement by rotation and subsequent re-appointment:

• Ms Raashi Jain (DIN: 09759926), Wholetime Director, is liable to retire by rotation at the
ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if
any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of
Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for
the time being in force), and being eligible have offered herself for re-appointment.

Appropriate business for her re-appointment is being placed for the approval of the
shareholders of the Company at the ensuing AGM. The brief resume of the Director and other
related information has been detailed in the Notice convening the ensuing AGM of the
Company.

• Ms Hemalatha (DIN: 03280185), Non-Executive Director, is liable to retire by rotation at the
ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if
any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of
Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for
the time being in force), and being eligible have offered herself for re-appointment.

Appropriate business for her re-appointment is being placed for the approval of the
shareholders of the Company at the ensuing AGM. The brief resume of the Director and other
related information has been detailed in the Notice convening the ensuing AGM of the
Company.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial
Standard, of the person seeking re-appointment/ appointment as Director are also provided in
Explanatory statements annexed to the Notice convening the 2^nd Annual General Meeting.

Key Managerial Personnel (KMP):

* Resigned w.e.f. 11 March 2024

# Appointed w.e.f. 27^th May 2024

Independent Directors:

• Board Meetings:

The Board of the Company regularly meets to discuss various Business opportunities. Additional
Board meetings are convened, as and when required to discuss and decide on various business
policies, strategies and other businesses.

During the year under review, Board of Directors of the Company duly met 4 (Four) times and in
respect of which meetings, proper notices were given and the proceedings were properly recorded
and signed in the Minutes Book maintained for the purpose.

The dates of the Board Meeting held during the year review is as mentioned hereunder:

23^rd May 2023; 24^th August 2023; 09^th November 2023 and on 29^th February 2024.

The details of attendance of each Director at the Board Meetings are as given below:

The gap between two consecutive meetings is not more than one hundred and twenty days as
provided in Section 173 of the Act.

• Committees of Board:

The Board of Directors, in line with the requirement of the act, has formed various committees,
details of which are given hereunder.

a) Audit Committee:

The Company has constituted audit committee in line with the provisions of Section 177 of the
Companies Act, 2013 in the Board Meeting held on 06^th January 2023. Audit Committee meeting
is generally held for the purpose of recommending the half yearly and yearly financial result.
Additional meeting is held for the purpose of reviewing the specific item included in terms of
reference of the Committee. During the year under review, Audit Committee met 4 (Four) times
viz on 23^rd May 2023; 24^th August 2023; 09^th November 2023 and 29^th February 2024.

The composition of the Committee and the details of meetings attended by its members are given
below:

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the
Board of Directors.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report to the management instances of unethical
behavior actual or suspected fraud or violation of Company’s Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine
concerns or grievances and provide for adequate safe guards against victimization of the Whistle
Blower who avails of such mechanism and also provides for direct access to the Chairman of the
Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the
Audit Committee from time to time. None of the Whistle blowers has been denied access to the
Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the
website of the Company.

b) Nomination and Remuneration Committee:

The Company has constituted Nomination and Remuneration committee in line with the
provisions of Section 178 of the Companies Act, 2013 in the Board Meeting held on 06^th January
2023. Nomination and Remuneration Committee meetings are generally held for identifying the
persons who are qualified to become Directors and may be appointed in senior management and
recommending their appointments and removal. During the year under review, Nomination and
Remuneration Committee met 1 (One) time, viz on 24^th August 2023.

The composition of the Committee and the details of meetings attended by its members are given
below:

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high performance
culture. It enables the Company to attract motivated and retained manpower in competitive
market, and to harmonize the aspirations of human resources consistent with the goals of the
Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances
to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the
Nomination and Remuneration Committee within the salary scale approved by the members and
are effective from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the
website of the Company.

c) Stakeholders and Relationship Committee:

Stakeholders and Relationship Committee is to resolve grievances of security holders of the
Company, including complaints related to transfer/transmission of shares, non-receipt of annual
report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings,
etc.

The composition of the Committee is as follows:

9. PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board
committees and individual directors pursuant to the provisions of the Companies Act, 2013 and
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

10. DECLARATION BY INDEPENDENT DIRECTORS:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has
three Non-Promoter Non- Executive Independent Directors in line with the Act. The Company
has received necessary declaration from each Independent Director under Section 149 (7) of the
Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of
the Act. Further, all the Independent Directors of the Company have registered themselves in the
Independent Director Data Bank.

11. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their
knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2024, the applicable
accounting standards have been followed and that no material departures have been made
from the same;

b) 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 profit or loss of
the Company for that year;

c) The Directors had taken proper and sufficient care 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 Directors had prepared the annual accounts for the year ended March 31, 2024 on going
concern basis.

e) The Directors had laid down the 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 were adequate and operating effectively.

12. PUBLIC DEPOSIT:

The Company has neither accepted nor renewed any deposits during the year under review.

13. PARTICULARS OF LOANS, GUARANTEES. INVESTMENTS & SECURITY:

There were no loans, guarantees or investments made by the Company under Section 186 of the
Companies Act, 2013 during the year under review and hence the said provision is not applicable.

14. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual
Return as on March 31, 2024 shall be placed on the Company’s website on

https://www.labelkraft.com/investor.html

15. TRANSACTIONS WITH RELATED PARTIES:

There were no contracts or arrangements with related parties referred to in Section 188(1) of the
Companies Act, 2013 for the Financial Year 2023-24 and hence requirement of AOC 2 does not
apply.

16. BOOK CLOSURE DATE:

The Register of Members and Share Transfer Books of the Company will be closed from 11^th
August 2024 to 17^th August 2024 (both days inclusive) for the purpose of 02^nd Annual General
Meeting.

17. MATERIAL CHANGES AND COMMITMENT:

There are no material changes and commitments, affecting the financial position of the Company,
have occurred between the end of financial year of the Company i.e. March 31, 2024 to the date
of this Report.

18. POLICY FOR PREVENTION OF INSIDER TRADING:

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
came into effect from May 15, 2015 to put in place a framework for prohibition of insider trading
in securities and to strengthen the legal framework thereof. Pursuant to Regulation 8 of Securities
and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company
has formulated and adopted the Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information (“Code of Fair Disclosure”) of the Company. The Code
of Fair Disclosure is available on the website of the Company
https://www.labelkraft.com/investor.html

Further, pursuant to Regulation 9 of Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of
Conduct for Prevention of Insider Trading. The Code lays down guidelines and procedures to be
followed and disclosures to be made while dealing with the shares of the Company and cautioning
them on the consequence of non-compliances. The Company Secretary has been appointed as a

Compliance Officer and is responsible for monitoring adherence to the Code. The code of conduct
to regulate, monitor and report trading by insiders is also available on the website of the Company
https://www.labelkraft.com/investor.html

19. PARTICULARS OF EMPLOYEES:

The ratio of the remuneration of each director to the median of employees’ remuneration as per
Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-
A.

The statement containing top ten employees in terms of remuneration drawn and the particulars of
employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate
annexure forming part of this report. Further, the report and the accounts are being sent to
members excluding this annexure. In terms of Section 136 of the Act, the said annexure is open
for inspection in electronic mode for Members. Any shareholder interested in obtaining a copy of
the same may write to Company Secretary.

20. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, we have
institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we
address complaints of sexual harassment at all workplaces of the Company. Our policy assures
discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in
handling complaints of sexual harassment and we are compliant with the law of the land where
we operate.

The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.
During the financial year 2023-24, the Company has received nil complaints on sexual
harassment.

21. RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk
exposure, potential impact and risk mitigation process is in place. The objective of the mechanism
is to minimize the impact of risks identified and taking advance actions to mitigate it. The
mechanism works on the principles of probability of occurrence and impact, if triggered. A
detailed exercise is being carried out to identify, evaluate, monitor and manage both business and
non-business risks.

22. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

Conservation of Energy:

In its endeavour towards conservation of energy, the Company ensures optimal use of energy,
avoid wastages and conserve energy as far as possible.

Technology Absorption:

The Company has not carried out any research and development activities.

Foreign Exchange Earnings and Outgo:

Earnings - Nil

Outgo - Rs. 22.495 lakhs

23. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND
SECRETARIAL STANDARD 2:

The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that
such systems are adequate and operating effectively. During the year under review, the Company
has complied with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India, New Delhi.

24. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an effective internal control system, which ensures that all the assets of the
Company are safeguarded and protected against any loss from unauthorized use or disposition.
The Internal Auditors of the Company carry out review of the internal control systems and
procedures. The internal audit reports are reviewed by Audit Committee.

The Company has also put in place adequate internal financial controls with reference to the
financial statements commensurate with the size and nature of operations of the Company. During
the year, such controls were tested and no material discrepancy or weakness in the Company’s
internal controls over financial reporting was observed.

25. CORPORATE GOVERNANCE:

The Company strives to incorporate the appropriate standards for corporate governance. However,
pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the Company is not required to mandatorily comply with the provisions of
certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and therefore the Company has not provided a separate report on Corporate Governance,
although few of the information are provided in this report under relevant heading.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 a review of the performance of the Company, for the year under
review, Management Discussion and Analysis Report, is presented in a separate section forming
part of this Annual Report.

27. INTERNAL AUDITOR:

Pursuant to Section 138 of the Companies Act 2013, the Company had appointed M/s. Pratik T &
Associates, Chartered Accountants (M No: 201544), as an Internal Auditor of the Company for
the FY 2023-24

28. STATUTORY AUDITORS:

The Members of the Company at their 1^st Annual General Meeting held on 25^th September 2023
had appointed M/s Singhi & Co, (FRN: 302049E), Chartered Accountants, Bengaluru, as the
Statutory Auditors of the Company for a term of 5 (Five) consecutive years from the conclusion
of the 1^st Annual General Meeting until the conclusion of 6 ^th AGM of the Company to conduct
statutory audit for the FY from 2023-24 to 2027-28.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS:

In terms of the provisions of Section 134(4) of the Companies Act 2013, your Directors wish to
inform you that there are no qualification, reservation, adverse remark or disclaimer made by the
Statutory Auditor of the Company in the Audit Report for the financial year 2023-24.

29. SECRETARIL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr D
Venkateswarlu, FCS 8554 CP No. 7773, Practicing Company Secretary, Bengaluru to conduct the
Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report is
annexed herewith as Annexure - B to this Report.

EXPLNATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMERS MADE BY THE SECRETARIAL AUDITOR
IN HIS REPORT:

Your Directors wish to inform you that there are no qualification, reservation, adverse remark or
disclaimer made by the Secretarial Auditor of the Company in the Audit Report for the financial
year 2023-24

30. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of
the Companies Act, 2013.

31. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS INTERNAL
AUDITOR:

There are no other significant/material orders passed by the Regulators, Courts, Tribunals,
Statutory and quasi-judicial body impacting the going concern status of the Company and its
operations in future. The details of litigation on tax and other relevant matters are disclosed in the
Auditors’ Report and Financial Statements which forms part of this Annual Report.

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

During the period under review, no corporate insolvency resolution process is initiated against the
company under the Insolvency and Bankruptcy Code, 2016 (IBC).

33. THE 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 disclosure under this clause is not applicable as the Company has not undertaken any one¬
time settlement with the banks or financial institutions.

34. MAINTENANCE OF COST RECORDS:

Since the company is not falling under prescribed class of Companies, it is not required to
maintain cost records.

35. GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed
in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other
applicable provisions of the act and listing regulations, to the extent the transactions took place on
those items during the year. Your Directors further 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;

(i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any ESOS
scheme;

(iii) Annual Report and other compliances on Corporate Social Responsibility;

(iv) There is no revision in the Board Report or Financial Statement;

(v) 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;

(vi) Information on subsidiary, associate and joint venture companies.

36. APPRECIATIONS AND ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for significant contributions
made by the employees at all levels through their dedication, hard work and commitment during
the year under review.

The Board places on record its appreciation for the support and co-operation your Company has
been receiving from its suppliers, distributors, retailers, business partners and others associated
with it as its trading partners. Your Company looks upon them as partners in its progress and has
shared with them the rewards of growth. It will be your Company’s endeavour to build and
nurture strong links with the trade based on mutuality of benefits, respect for and co-operation
with each other, consistent with consumer interests.

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks,
Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of Board of Directors of
LABELKRAFT TECHNOLOGIES LIMITED

Sd/- Sd/-

Ranjeet Solanki Kumar Shraddha

Chairman and Managing Director Wholetime Director

DIN: 00922338 DIN: 09759925

Date: 23^rd July 2024
Place: Bengaluru