The Board of Directors hereby submits the 30th Annual report of the business and operations of your Company (“theCompany”), along with the audited financial statements, for the financial year ended March 31, 2025. The consolidatedperformance of the Company and its subsidiary has been referred to wherever required.
The financial results of our company, on Standalone & Consolidated basis, for the year ended March 31, 2025 issummarized below: -
(Figures in Lakhs)
Particulars
StandaloneCurrent Year ason 31.03.2025
ConsolidatedCurrent Year ason 31.03.2025
StandalonePrevious Year as on31.03.2024
ConsolidatedPrevious Year as m31.03.2024
Revenue from operations
390.86
1832.68
1361.58
2784.86
Other Income
56.79
153.39
20.37
84.47
Total Income
447.65
1986.07
1381.95
2869.33
Less: Depreciation &Amortization
21.27
107.17
21.55
81.75
Less: Expenditure
343.11
1304.54
1197.68
2278.91
Profit before Tax PBT)
83.27
574.36
162.72
508.67
Less: Tax (includingdeferred tax)
20.86
170.06
42.07
100.80
Profit After Tax PAT)
62.41
404.29
120.65
407.87
Earning Per Equity Share
0.57
3.65
1.13
3.84
STANDALONE (All the figures mentioned herewith below are in Lakhs).
The Company’s Standalone revenue from operations for F.Y. 2024-25 is ^ 390.86 as compared to ^ 1361.58 of theprevious year. The Company has earned a net profit of ^ 62.41 as against ^ 120.65 in previous financial year.
The Company’s Consolidated revenue from operations for FY 2024-25 is ^ 1832.68 as compared to ^ ^ 2784.86 of theprevious year. The company has earned a net profit of ^ 404.29 as against ^ 407.87 in previous financial year.
During the year, the Board of Directors reviewed the affairs of the subsidiary Company. In accordance with Section129(3) of the Act, we have prepared the Consolidated financial statements of the Company, which form part of thisAnnual Report.
Further, a statement containing the salient features of the financial statements of our subsidiaries in the prescribedformat 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, if any.
In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financialstatements and related information of the Company and audited accounts of its subsidiary, are available on our website,at https://anurooppackaging.com/
The Board of Directors have not proposed to transfer any amount to any Reserve. Therefore, entire profit earnedduring the financial year 2024-25 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 forFinancial Year 2024-2025.
During the financial year ended 2024-2025, the share capital of the Company underwent the following changes:
The Authorized Share Capital of the Company was ^ 11,00,00,000/-(Rupees Eleven Crores Only) comprising of
1.10.00. 000 (Rupees One Crore Ten Lakh) Equity Shares of ^ 10/-/- (Rupees Ten Only) each. During the year, theAuthorized Share Capital was increased to ^ 16,00,00,000/- (Rupees Sixteen Crores Only) divided into
1.60.00. 000 (Rupees One Crore Sixty Lakh) Equity shares of Face Value of ^ 10/- (Rupees Ten Only) each byaddition of ^ 5,00,00,000 (Rupees Five Crore) to the Capital of the Company in the Annual General Meeting heldon September 09, 2024.
The Issued, Subscribed and Paid-Up Share Capital of the Company as on date is 11,05,30,000 (Eleven Crore FiveLakh Thirty Thousand) divided into 1,10,53,000 (One Crore Ten Lakhs Fifty -Three Thousand Only) Equity Sharesof ^ 10(Rupees Ten Only) each/-.
Changes during the year include:
o [Issuance of Equity Shares]: The Company issued 3,90,000 (Three Lakh Ninety Thousand) EquityShares of face value of ?10/- (Indian Rupees Ten only) each at a premium of ^ 30 (Indian Rupees Thirtyonly) on Preferential Basis to persons belonging to the Non-Promoter Category; following receipt of theEquity Share subscription consideration amounting to ? 1,56,00,000.
o [Issuance of Warrants]: The Company issued 12,35,000 (Twelve Lakh Thirty-Five Thousand) Warrantsconvertible into Equity Shares of face value of ^ 10/- (Indian Rupees Ten only) each at a premium of ^ 30/- (Indian Rupees Thirty only) on Preferential Basis to persons belonging to the Promoter and Non¬Promoter Category; following receipt of 25% of the issue price per Warrant as upfront payment (“WarrantSubscription Price”) amounting to ? 1,23,50,000 (One Crore Twenty-Three Lakh Fifty Thousand Only).
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 2024-25 is available on thewebsite of the Company at: https://anurooppackaging.com/
There was no change in nature of the business during the financial year 2024-25.
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 Annual General Meeting and being eligible, haveoffered her candidature for re-appointment. The Nomination and Remuneration Committee and Board of Directors haverecommended her re-appointment for the approval of the shareholders of the Company in the forthcoming AnnualGeneral 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 beappointed / re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 andRegulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM. Key ManagerialPersonnel - 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 theCompany as on March 31,2025.
The Board of Directors wishes to report the following changes in the composition of the Board during the Financial Year2024-2025: -
Resignation:
Mr. Satish Sharma [DIN: 08664726] Non-Executive Independent Director, has tendered his resignation from the Boardwith effect from August 08, 2024, due to his other professional commitments. The Board places on record its sincereappreciation for the valuable contributions made by Mr. Satish Sharma during his tenure.
The Board is pleased to announce the appointment of Mr. Jash Vyas as a Non-Executive Independent Director, effectiveSeptember 09, 2024. Mr. Jash Vyas brings with him his extensive experience in risk advisory, internal audits, andcorporate strategy which is expected to add significant value to the deliberations of the Board.
These changes are in line with the Company's ongoing efforts to maintain robust governance standards and ensure anoptimal mix of skills and experience within the Board.
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 madethereunder, and the SEBI Listing Regulations. There has been no change in the circumstances affecting their statusas 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 ofCorporate Affairs.
• In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise andhold high standards of integrity required to discharge their duties with an objective independent judgment andwithout any external influence.
During the year, eleven (13) meetings of the Board of Directors were held. The details of meetings held, Director’sattendance, training and familiarization programme and Annual Board Evaluation process for Directors, policy onDirector’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 ofAudit Committee, establishment of Vigil Mechanism for Directors and employees, form a part of the CorporateGovernance Report of this Annual Report.
(This section responds to Rule 8(5)(x) and (xiii) as amended, effective 14 July 2025)
The Company has in place a policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in linewith 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 complaintsreceived regarding sexual harassment. The policy has set guidelines on the redressal and enquiry process that is to befollowed by complainants and the ICC, whilst dealing with issues related to sexual harassment at the work place. Allwomen employees (permanent, temporary, contractual and trainees) are covered under this policy. The status ofcomplaints is as follows:
Number of Complaints
Complaints received during the financial year
NIL
Complaints disposed off during the financial year
Complaints pending for more than ninety days
As required by the amended Rule 8(5)(xiii), the Company hereby confirms that it is in full compliance with the provisionsof the Maternity Benefit Act, 1961, including grant of statutory leave, medical bonus, nursing breaks, and crechefacilities (where applicable) for eligible employees.
In line with the disclosure requirements under the Companies (Accounts) Second Amendment Rules, 2025, theCompany hereby reports the gender-wise distribution of its permanent employees as on March 31,2025:
Gender
Number of Employees
Male
07
Female
14
Transgender
Total
21
The Company is committed to fostering a diverse, equitable, and inclusive workplace. As part of this commitment, weactively promote gender representation and strive to create an environment that supports all employees irrespective ofgender identity. The Board continuously reviews and supports initiatives aimed at improving diversity at all levels withinthe organization.
AH RPTs entered during the year were in ordinary course of the business and at arm’s length basis. No Material RPTswere 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 AOC-2 as“Annexure - B”. All Related Party Transactions and subsequent material modifications are placed before the AuditCommittee for its review and approval. In line with the requirements of the Act and the Listing Regulations, the Companyhas formulated a Policy on Materiality of Related Party Transaction (RPT) & Dealing with Related Party Transactionswhich is also available on the Company’s website at https://anurooppackaging.com/. The Policy intends to ensure thatproper reporting, approval and disclosure processes are in place for all transactions between the Company and itsRelated Parties.
The statement containing particulars of employees and the information as required under Section 197(12) of the Actread with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, isprovided in a separate annexure forming part of this report as “Annexure - C”.
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisionsare not applicable.
Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in theNotes 7 & 12 of the consolidated financial statements.
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to theAudit Committee and / or Board under Section 143(12) of the Act andthe rules made thereunder.
Your directors confirm that the mandatory Secretarial Standards (SS-1 & SS-2) issued by the Institute of CompanySecretaries of India, have been complied with.
Maintaining high standards of Corporate Governance has been fundamental to the business of the Company since itsinception. A separate report on Corporate Governance as “Annexure - D”. is provided together with a Certificate fromthe Practising Company Secretary and Statutory Auditor as “Annexure - E & F”, respectively; of the Company regardingcompliance 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 controlmeasures and reporting of matters to the Audit Committee, is also annexed.
During the period under review, the Company has complied with the applicable Secretarial Standards notified by theInstitute of Company Secretaries of India. The Company has also undertaken an audit for FY 2024-25 pursuant toRegulation 24A of the SEBI LODR Regulations. The Annual Secretarial Compliance Report has been submitted to theStock Exchanges on May 30, 2025 which is within 60 days of the end of the financial year ended March 31,2025.
In terms of provisions of Section 139 of the Act, M/s. Banka & Banka, Chartered Accountants (Firm Registration No.100979W) were appointed at the 25th AGM held on September 29, 2020 for a term of 5 consecutive years from theconclusion of said AGM held on September 29, 2020 till the conclusion of the 30th AGM. They completed one tenure offive consecutive years and now are being re-appointed for a term the next term of five consecutive years from theconclusion of this AGM till the conclusion of the 35th AGM.
As the term of M/s. Banka & Banka as the Statutory Auditors of the Company expires at the conclusion of 30th AGM, theBoard of Directors of the Company at their meeting held on August 13, 2025 based on the recommendation of the AuditCommittee, has recommended to the Members the appointment of M/s. Banka & Banka, Chartered Accountants (FirmRegistration No. 100979W), as Statutory Auditors of the Company. The proposed appointment is for a term of 5 (five)consecutive years from the conclusion of 30th AGM till the conclusion of the 35th AGM on payment of such remunerationas may be mutually agreed upon between the Board of Directors and the Statutory Auditors, from time to time.
Accordingly, an Ordinary Resolution, proposing appointment of M/s. Banka & Banka, as the Statutory Auditors of theCompany for a term of five consecutive years pursuant to Section 139 of the Act, forms part of the Notice of the 30thAGM of the Company. The Company has received the written consent and a certificate that M/s. Banka & Banka; satisfythe criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with theapplicable provisions of the Act and rules framed thereunder.
Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, on therecommendation of the Audit Committee; M/s Bhatia Bhandari & Associates., Chartered Accountant (Registration No.146499W) were appointed as the Internal Auditors of your Company for the financial year 2024-25. The Company hasin place adequate internal financial controls with reference to financial statements.
The Company had appointed Alpi Nehra & Associates; Practicing Company Secretary as Secretarial Auditor to conductsecretarial audit for FY 2024-2025. The Secretarial Audit report does not contain any qualification, reservation, disclaimeror adverse remark. The Secretarial Audit Report is annexed as “Annexure - H” to this report.
Yuktrath Advisory Limited (Formerly known as Sara Solutions Limited) is a material subsidiary of the Company, pursuantto Regulation 16(1 )(c) of the Listing Regulations. A copy of the Secretarial Audit Report of the Company is provided in“Annexure - I” to this report. It does not contain any qualification, reservation, adverse remark or disclaimer.
In terms of the Listing Regulations, with effect from April 1,2025, a listed entity is required to seek shareholders' approvalfor appointment of Secretarial Auditor.
Accordingly, the Board, upon the recommendation of the Audit Committee, has approved and recommended theappointment of M/s Alpi Nehra & Associates, Practising Company Secretaries as Secretarial Auditor of the Company(Membership No. - 38011, COP No. - 14202) for a first term of 5 years commencing from FY 2025-2026. Necessaryresolution for this appointment forms part of the accompanying AGM notice.
The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with theCompanies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.
The Company has proper and adequate system of internal controls to ensure that all the assets are safeguarded andprotected against losses from unauthorized use or disposition and that transactions are authorized, recorded andreported correctly. The Company has an effective system in place for achieving efficiency in operations, optimum andeffective utilization of resources, monitoring thereof and compliance with applicable laws. The auditors have alsoexpressed their satisfaction on the adequacy of the internal control systems incorporated by your company.
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 COMPANYWHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
Management does not perceive any material changes occurred during the financial year 2024-25 and subsequent to theclose of the financial year as of March 31,2025.
• Steps taken or impact on conservation of energy - Energy conservation continues to receive priority attention at alllevels. All efforts are made to conserve and optimise use of energy with continuous monitoring, improvement inmaintenance and distribution systems and through improved operational techniques.
• Steps taken by the company for utilizing alternate sources of energy - N.A.
• Capital investment on energy conservation equipment’s - Nil
• Efforts made in technology absorption - The benefits derived like product improvement, cost reduction, productdevelopment. These measures have helped in increasing the productivity and reduction in overall energyconsumption.
• In case of imported technology (imported during the last three years reckoned from thebeginning of the financialyear) - N.A.
• The expenditure incurred on Research and Development - N.A
As on 31.03.2025 (In ?)
As on 31.03.2024 (In ?)
Foreign Exchange Earnings
Nil
Foreign Exchange outgoing
During the Financial year, Company has not accepted, invited and/or received any deposits from public within themeaning of section 73 & 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014, asamended from time to time.
Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, with respect to the Director'sResponsibilities Statement, the Directors state and hereby confirm that:
a) In the preparation of the annual accounts, the applicable accounting standards have been followed along withproper explanation relating to material departures;
b) they have selected such accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the endof 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 accordancewith the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraudand 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 suchsystems are adequate and operating effectively.
f) They have laid down internal financial controls, which are adequate and are operating effectively.
The Company has adopted Code of Business Conduct & Ethics (“the Code”) which is applicable to the Board ofDirectors, Senior Management, Key Managerial Personnel, Functional heads and all professionals serving in the roles offinance, tax, accounting, purchase and investor relations of the Company. The Board of Directors and the members ofthe Senior Management Team (one level below the Board of Directors) of the Company are required to affirm annualCompliance of this Code. A declaration signed by the Chairman and Managing Director of the Company to this effect isplaced 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 isdisplayed on the Company’s website https://anurooppackaging.com/
It is our strong belief that caring for our business constituents has ensured our success in the past and will do so infuture. The Board of Directors wish to place on record its appreciation for the commitment, dedication and hard workdone 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.
Sd/- Sd/-
Akash Sharma Shweta Sharma
Managing Director Director
DIN:06389102 DIN:06829309