The Board of Directors hereby submits the 29^th Annual 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. The consolidated performance of the Company and its subsidiary
has been referred to wherever required.

1. RESULTS OF OUR OPERATIONS AND STATE OF AFFAIRS:

The financial results of our company, on Standalone & Consolidated basis, for the year ended
March 31,2024 is summarised below: -

2. BUSINESS OVERVIEW:
STANDALONE

The Company’s Standalone revenue from
operations for FY 2023-24 is Rs.

13,61,58,114 as compared to Rs.
8,02,12,601 of the previous year. The
company has earned a net profit of Rs.
1,20,65,004 as against 1,02,61,343 in
previous financial year.

CONSOLIDATED

The Company’s Consolidated revenue from
operations for FY 2023-24 is Rs.
27,84,85,695 as compared to Rs.
21,79,20,574 of the previous year. The
company has earned a net profit of Rs.
4,07,86,708 as against 2,64,04,013 in
previous financial year.

A detailed discussion on financial and
operation performance of the company is
given under “Management Discussion and
Analysis Report” forming part of this Annual
Report.

3. SUBSIDIARY COMPANY AND
FINANCIAL DETAILS:

During the year, the Board of Directors
reviewed the affairs of the subsidiary. In
accordance with Section 129(3) of the Act,
we have prepared the Consolidated financial
statements of the Company, which form part
of this Annual Report.

Further, a statement containing the salient
features of the financial statements of our
subsidiaries in the prescribed format AOC-1
is appended as “Annexure - A”. to the
Board’s report. The statement also provides
details of the performance and financial
position of the subsidiary, along with the
changes that occurred, during fiscal 2024.

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 its subsidiary, are
available on our website, at
https://anurooppackaging.com/

4. APPROPRIATIONS:

a. Transfer to Reserves:

The Board of Directors have not proposed to
transfer any amount to any Reserve.
Therefore, entire profit earned during the
financial year 2023-24 have been retained in
profit and loss account.

b. Dividend: -

Considering the future requirement of the
funds, your director think it prudent not to
recommend any Dividend for Financial Year
2023-2024.

5. SHARE CAPITAL: -

During the year under review, there was no
change in the Company’s share capital. The
issued, subscribed and paid- up Equity
Share Capital of the Company is 'Rs.
10,66,30,000/- comprising of 1,06,63,000
Equity Shares of ' 10/- each.

Further, during the year under review, your
Company has neither issued any shares with
differential voting rights nor has granted any
sweat equity shares.

6. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section
134(3)(a) of Companies Act, 2013 and Rule
12 of Companies (Management &
Administration) Rules, 2014, the Annual
Return of the Company in Form MGT-7 for FY
2023-24 is available on the website of the
Company at: http://anurooppackaging.com.

7. CHANGE IN THE NATURE OF THE
BUSINESS:

There was no change in nature of the
business during the financial year 2023-24.

8. BOARD OF DIRECTORS AND KEY

MANAGERIAL PERSONNEL

RETIREMENT BY ROTATION AND
SUBSEQUENT RE-APPOINTMENT:

Pursuant to provisions of Companies Act,
2013 (‘Act’) and the Articles of Association of
the Company, Mrs. Shweta Sharma (DIN:
06829309) is liable to retire by rotation in the
ensuing AGM and being eligible, have offered
her candidature for re-appointment. The
Nomination and Remuneration Committee
and Board of Directors have recommended
her re-appointment for the approval of the
shareholders of the Company in the
forthcoming Annual General Meeting of the
Company.

Brief resume, nature of expertise, disclosure
of relationship between directors inter-se,
details of directorships and committee
membership held in other companies of the
Directors proposed to be appointed / re¬
appointed, along with their shareholding in
the Company, as stipulated under
Secretarial Standard 2 and Regulation 36 of
the Listing Regulations, is appended as an
Annexure to the Notice of the ensuing AGM.

Key Managerial Personnel - Mr. Akash
Amarnath Sharma (DIN: 06389102),
Managing Director (MD), Mr. Akshay
Amarnath Sharma, Chief Financial Officer
and Mrs. Pooja Ketan Shah, Company
Secretary are the Key Managerial Personnel
of the Company as on March 31,2024.

9. CHANGE IN DIRECTORATE:

During the year Mr. Harsh Dharod was
appointed as Additional Director on Board of
the Company on May 11, 2023 and was
regularised as Independent Director (Non¬
Executive) in the Annual General Meeting
held on September 27, 2023.

10. DECLARATION FROM

INDEPENDENT DIRECTORS:

The Company has, inter alia, received the
following declarations from all the
Independent Directors confirming that:

• they meet the criteria of
independence as prescribed under
the provisions of the Act, read with
the Rules made thereunder, and the
SEBI Listing Regulations. There has
been no change in the
circumstances affecting their status
as Independent Directors of the
Company;

• they have complied with the Code for
Independent Directors prescribed
under Schedule IV to the Act; and

• they have registered themselves with
the Independent Director’s
Database maintained by the Indian
Institute of Corporate Affairs.

• In the opinion of the Board, all
Independent Directors possess
requisite qualifications, experience,
expertise and hold high standards of
integrity required to discharge their
duties with an objective independent
judgment and without any external
influence.

11. MEETINGS OF THE BOARD, BOARD
EVALUATION, TRAINING AND
FAMILIARISATION PROGRAMME &
VIGIL MECHANISM:

During the year, eleven (11) meetings of the
Board of Directors were held. The details of
meetings held, Director’s attendance,
training and familiarisation programme and
Annual Board Evaluation process for
Directors, policy on Director’s appointment
and remuneration including criteria for
determining qualifications, positive

attributes, independence of Director, and
also remuneration for key managerial
personnel and other employees,
composition of Audit Committee,
establishment of Vigil Mechanism for
Directors and employees, form a part of the
Corporate Governance Report of this Annual
Report.

12. DISCLOSURE UNDER THE SEXUAL

HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL)
ACT, 2013:

The Company has in place a policy on
Prevention, Prohibition and Redressal of
Sexual Harassment at workplace in line with
the requirements of the Sexual Harassment
of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The
Company has complied with setting up of an
Internal Complaints Committee (ICC) to
redress complaints received regarding
sexual harassment. The policy has set
guidelines on the redressal and enquiry
process that is to be followed by
complainants and the ICC, whilst dealing
with issues related to sexual harassment at
the workplace. All women employees
(permanent, temporary, contractual and
trainees) are covered under this policy. The
Company has not received any complaints
during the year.

13. RELATED PARTY TRANSACTIONS:

All RPTs entered during the year were in
ordinary course of the business and at arm’s
length basis. No Material RPTs were entered
during the year by the Company.
Accordingly, the disclosure of RPTs as
required under Section 134(3)(h) for details
of material contracts or arrangement or

transactions at arm’s length basis is
attached as “Annexure - B”.

All Related Party Transactions and
subsequent material modifications are
placed before the Audit Committee for its
review and approval.

In line with the requirements of the Act and
the Listing Regulations, the Company has
formulated a Policy on Materiality of Related
Party Transaction (RPT) & Dealing with
Related Party Transactions which is also
available on the Company’s website at
https://anurooppackaging.com/. The Policy
intends to ensure that proper reporting,
approval and disclosure processes are in
place for all transactions between the
Company and its Related Parties.

14. PARTICULARS OF REMUNERATION
OF DIRECTORS AND EMPLOYEES:

The statement containing particulars of
employees and the information 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 as
“Annexure - C”.

15. CORPORATE SOCIAL

RESPONSIBILITY:

The Company has not developed and
implemented any Corporate Social
Responsibility initiatives as the said
provisions are not applicable.

16. PARTICULARS OF LOANS,
GUARANTEES OR INVESTMENTS
UNDER SECTION 186:

Details of loans, guarantees and
investments covered under the provisions of

Section 186 of the Act are given in the notes
to the financial statements.

17. REPORTING OF FRAUDS:

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.

18. DISCLOSURE ON COMPLIANCE
WITH SECRETARIAL STANDARDS:

Your directors confirm that the mandatory
Secretarial Standards (SS-1 & SS-2) issued
by the Institute of Company Secretaries of
India, have been complied with.

19. CORPORATE GOVERNANCE:

Maintaining high standards of Corporate
Governance has been fundamental to the
business of the Company since its
inception. A separate report on Corporate
Governance as “Annexure - D”. is provided
together with a Certificate from the
Practising Company Secretary and Statutory
Auditor as “Annexure - E & F”, respectively; of
the Company regarding compliance of
conditions of Corporate Governance as
stipulated under Listing Regulations.

A Certificate of the MD and CFO as
“Annexure - G”.; of the Company in terms of
Listing Regulations, inter-alia, confirming
the correctness of the financial statements
and cash flow statements, adequacy of the
internal control measures and reporting of
matters to the Audit Committee, is also
annexed.

20. ANNUAL SECRETARIAL

COMPLIANCE REPORT:

During the period under review, the
Company has complied with the applicable
Secretarial Standards notified by the
Institute of Company Secretaries of India.
The Company has also undertaken an audit
for FY 2023-24 pursuant to Regulation 24A of
the SEBI LODR Regulations. The Annual
Secretarial Compliance Report has been
submitted to the Stock Exchanges on May
29, 2024, which is within 60 days of the end
of the financial year ended March 31,2024.

21. STATUTORY AUDITORS AND
AUDITORS’ REPORT:

In terms of provisions of Section 139 of the
Act, M/s. Banka & Banka., Chartered
Accountants (Firm Registration No-
100979W) were appointed as the Statutory
Auditors of the Company for a period of 5
years, to hold office from September 29,
2020, till the conclusion of the AGM to be
held in the financial year 2024-2025.

M/s. Banka & Banka, Chartered Accountants
(Firm Registration No- 100979W) have
consented and confirmed that their
appointment is in accordance with the
conditions prescribed in Section 139 of the
Act and the Companies (Audit and Auditors)
Rules, 2014 and that they meet the eligibility
criteria specified in Section 141 of the Act.

The Report given by M/s. Banka & Banka, on
the financial statements of the Company for
the FY 2023-24 is part of this Annual Report.

The Auditor’s Report does not contain any
qualification, reservation or adverse remark
on the financial statements for the year
ended March 31, 2024. The observations
comments and notes of Auditor are self-

explanatory and do not call for any further
explanation/clarification.

22. INTERNAL AUDITOR:

M/s Bhatia Bhandari & Associates.,
Chartered Accountant (Registration No.
146499W) were appointed as the Internal
Auditors of your Company for the financial
year 2023-24. The Company has in place
adequate internal financial controls with
reference to financial statements.

Pursuant to the provisions of Section 138 of
the Act and the Companies (Accounts)
Rules, 2014, on the recommendation of the
Audit Committee, M/s. Bhatia Bhandari &
Associates., Chartered Accountants were
appointed by the Board of Directors to
conduct internal audit reviews for the
Company for the financial year ended March
31,2024.

23. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of
Companies Act, 2013 and the rules made
thereunder, the Company has appointed M/s
Alpi Nehra & Associates, Company
Secretaries (COP.No.14202) to undertake
the Secretarial Audit of the Company for the
March 31,2024.

The Secretarial Audit Report for the financial
year ended March 31,2024 as MR-3 is a part
of this Annual Report as “Annexure - H”. for
the Company and “Annexure - I” for the
Company’s Material Subsidiary and does not
contain any qualification, reservation or
adverse remark.

24. DISCLOSURE ON COST RECORDS
MAINTENANANCE:

The Company has not appointed the Cost
Auditor as pursuant to Section 148 of the

Companies Act, 2013 read with the
Companies (Cost Records and Audit)
Amendment Rules, 2014, the cost audit is
not applicable to the Company.

25. INTERNAL CONTROL SYSTEM AND
THEIR ADEQUACY:

The Company has proper and adequate
system of internal controls to ensure that all
the assets are safeguarded and protected
against losses from unauthorized use or
disposition and that transactions are
authorized, recorded and reported correctly.
The Company has an effective system in
place for achieving efficiency in operations,
optimum and effective utilization of
resources, monitoring thereof and
compliance with applicable laws. The
auditors have also expressed their
satisfaction on the adequacy of the internal
control systems incorporated by your
company.

26. LISTING OF SECURITIES IN STOCK
EXCHANGES:

The Company’s Equity Shares are presently
listed on Bombay Stock Exchange Limited.

27. MATERIAL CHANGES AND

COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL

POSITION OF THE COMPANY
WHICH HAVE OCCURRED
BETWEEN THE END OF THE
FINANCIAL YEAR OF THE

COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT:

Management does not perceive any material
changes occurred during the financial year
2023-24 and subsequent to the close of the
financial year as of March 31,2024

28. ENERGY CONSERVATION,

TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS
AND OUTGO:

1. Conservation of Energy

• Steps taken or impact on

conservation of energy - Energy
conservation continues to receive
priority attention at all levels. All
efforts are made to conserve and
optimise use of energy with
continuous monitoring,

improvement in maintenance and
distribution systems and through
improved operational techniques.

• Steps taken by the company for
utilising alternate sources of energy -
N.A.

• Capital investment on energy
conservation equipment’s - Nil

2. Technology Absorption

• Efforts made in technology
absorption - The benefits derived like
product improvement, cost
reduction, product development.
These measures have helped in
increasing the productivity and
reduction in overall energy
consumption.

• In case of imported technology
(imported during the last three years
reckoned from the beginning of the
financial year) - N.A.

• The expenditure incurred on
Research and Development - N.A

Statement, the Directors state and hereby
confirm that:

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

b. they have 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 and loss of the
Company for that period.

c. They have taken proper and
sufficient care for the maintenance
of adequate accounting records in
accordance with the provisions of
this Act for safeguarding the assets
of the company and for preventing
and detecting fraud and other
irregularities.

d. They have prepared the annual
accounts on a going concern basis;
and

e. They have devised proper systems to
ensure compliance with the
provisions of all applicable laws and
that such systems are adequate and
operating effectively.

f. They have laid down internal
financial controls, which are
adequate and are operating
effectively.

31. CODE OF CONDUCT

The Company has adopted Code of Business
Conduct & Ethics (“the Code”) which is
applicable to the Board of Directors, Senior
Management, Key Managerial Personnel,
Functional heads and all professionals

serving in the roles of finance, tax,
accounting, purchase and investor relations
of the Company. The Board of Directors and
the members of the Senior Management
Team (one level below the Board of
Directors) of the Company are required to
affirm annual Compliance of this Code. A
declaration signed by the Chairman and
Managing Director of the Company to this
effect is placed at the end of this report as
“Annexure - J”. The Code requires Directors
and Employees to act honestly, fairly,
ethically and with integrity, conduct
themselves in a professional, courteous and
respectful manner. The Code is displayed on
the Company’s website

https://anurooppackaging.com.

32. ACKNOWLEDGMENTS:

It is our strong belief that caring for our
business constituents has ensured our
success in the past and will do so in future.
The Board of Directors wish to place on
record its appreciation for the commitment,
dedication and hard work done by the
employees of the Company and the
cooperation extended by Banks,
Government Authorities, Customers,
Shareholders and looks forward to a
continued mutual support and co¬
operation.

For and on behalf of the Board of Directors of
Anuroop Packaging Limited

Date: August 14, 2024
Place: Mumbai

Akash Sharma Shweta Sharma

Managing Director Director

DIN: 06389102 DIN: 06829309