Your Directors have pleasure in presenting the 75^th Annual Report of Huhtamaki India Limited (‘Company‘) along with the
Audited Statements of Accounts for the year ended December 31, 2024.

FINANCIAL HIGHLIGHTS:

Your Company's financial performance during the year was as under :

BUSINESS PERFORMANCE:

The Company recorded net sales of ' 24,505 million during
the year, compared to ' 24,813 million in the previous year,
reflecting a marginal decline of 1%. Profit before Exceptional
Items and Tax stood at ' 860 million, as against ' 1,305
million in the previous year. While revenue remained largely
in line with the previous year, profitability was impacted due
to raw material cost inflation and an evolving sales product
mix. The Company has a well-defined strategy to enhance
competitiveness and is focused on long-term, sustainable
growth initiatives aimed at driving profitability.

The Company reported an exceptional net income of ' 308.7
million for the year, primarily arising from the final conclusion
of the divestment transaction of land at one of its erstwhile
manufacturing sites.

We firmly believe that our core strategy, focused on operational
efficiency, technology-enabled innovations, and value
realization for our products, will strengthen the Company's
long-term competitiveness while driving responsible and
profitable growth. Simultaneously, the Company continues
to prioritize scaling its profitable core business and executing
transformational projects across the organization.

DIVIDEND:

Your Directors have recommended a dividend of ' 2/- per
equity share of ' 2 each (100%). This dividend is subject to the
approval of the Members at the forthcoming annual general
meeting and if approved, Members whose name appear on
the register of Members on April 24, 2025 will be entitled
to the dividend. This would involve a total cash outflow of
' 151 million.

The declaration of dividend is in accordance with the
Company's Dividend Distribution Policy which is available

on the Company's website and can be accessed at https://
www.huhtamaki.com/en-in/flexible-packaging/investors/
corporate-governance-and-policies/policies .

PUBLIC DEPOSITS:

The Company did not invite or accept deposits covered under
Chapter V of the Companies Act, 2013 and there are no
deposits outstanding as at Balance Sheet date.

BORROWINGS:

The Company continued to optimize borrowings during
the year by focusing on cash flows and working capital
management. During the year, the Company has reduced
External Commercial Borrowings by ' 1,000 million.

TRANSFER TO RESERVES

The Company is not required to transfer any amount to its
reserves and accordingly no amount is transferred to reserves
during the year under review.

SUBSIDIARY COMPANIES AND FINANCIAL
STATEMENTS:

The Company does not have a subsidiary and Form AOC-1 is
not required to be provided. In accordance with the provisions
of Section 136 of the Companies Act, 2013, the audited
financial statements, and related information of the Company
are available on the website of the Company - www.flexibles.
huhtamaki.in

MANAGEMENT DISCUSSION AND ANALYSIS:

A review of the performance and future outlook of the
Company and its businesses, as well as the state of the affairs
of the business, along with the financial and operational
developments have been discussed in detail in the
Management Discussion and Analysis Report, which forms
part of the Annual Report.

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

Information pursuant to the provisions of Section 134 of
the Companies Act, 2013 and the rules framed thereunder,
relating to conservation of energy, technology absorption,
foreign exchange earnings and outgo, forms part of this
Report and is given at Annexure 1.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the year, pursuant to the recommendation of the
Nomination & Remuneration Committee and Board of
Directors, the shareholders approved, by way of postal
ballot and e-voting, the re-appointments of Ms. Seema Modi
and Mr. Ashok Kumar Barat as Non-Executive Independent
Directors of the Company for a second term of five years,
from January 01, 2025 and April 01, 2025 respectively.

Mr. Sami Pauni retires at the forthcoming Annual General
Meeting by rotation and being eligible, has offered himself for
re-appointment. Details of the proposed re-appointment have
been provided in the Explanatory Statement to the Notice of
the 75^th Annual General Meeting of the Company pursuant
to Section 102 of the Companies Act, 2013. The Board has
recommended his re-appointment.

Further, at its meeting held on March 21, 2025, based on
the recommendation of the Nomination & Remuneration
Committee, the Board approved:

- the re-appointment of Mr. Dhananjay Salunkhe as
Managing Director of the Company for a term of 3 (three)
consecutive years with effect from August 12, 2025.

- the re-appointment of Mr. Jagdish Agarwal as Whole¬
time Director of the Company for a term of 3 (three)
consecutive years with effect from May 26, 2025.

The aforesaid re-appointments are subject to approval of the
Shareholders at the ensuing AGM.

Mr. Marco Hilty resigned as a Director of the Company w.e.f.
January 31, 2025. The Board places on record its appreciation
for the leadership and contribution made by Mr. Hilty during
his association with the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from all the
Independent Directors of the Company confirming that they
meet the criteria of independence laid down in Section 149(6)
of the Companies Act, 2013 and SEBI Listing Regulations,
2015 and the same has been noted by the Board of Directors.

The Board of Directors are of the opinion that Mr. Murali
Sivaraman, Ms. Seema Modi and Mr. Ashok Kumar Barat,
Independent Directors of the Company meet the necessary
criteria for continuing as Independent Directors of the
Company, including having cleared the proficiency self-

assessment test conducted by the Institute notified under
sub-section (1) of Section 150 of the Act.

PERFORMANCE EVALUATION AND
REMUNERATION POLICY:

The Nomination and Remuneration Committee (NRC)
employs a comprehensive and rigorous process to evaluate
the performance of the Board, its Committees, Directors and
the Chairperson. Each member of the Board independently
assesses the performance of the Board, Committees, fellow
Directors and the Chairperson based on criteria established
by the NRC, providing their valuable feedback. A detailed
account of this evaluation process is included in the Corporate
Governance Report, annexed to the Annual Report.

The Company has in place a policy for appointment and
remuneration of Directors and Key Managerial Personnel,
encompassing the criteria for determining qualifications,
positive attributes, independence of a director and other
matters provided under Section 178(3) of the Act, and
Part D of Schedule II of the Listing Regulations. The above
policy along with the criteria for selection is available on the
Company's website at https://www.huhtamaki.com/en-in/
flexible-packaging/investors/corporate-governance-and-
policies/policies/

MEETINGS OF THE BOARD:

During the year, the Board met 7 (seven) times. Particulars
of attendance of directors at the said meetings are given in
the Corporate Governance Report, which forms part of the
Annual Report.

AUDITORS AND AUDITORS’ REPORT:

M/s. BSR & Co. LLP, Chartered Accountants, (Firm
Registration No. 101248W/W-100022) were appointed as
the statutory auditors of the Company for a term of 5 years
from the conclusion of the 70^th Annual General Meeting till
the conclusion of the 75^th Annual General Meeting. The first
term of BSR & Co. LLP will end at the ensuing Annual General
Meeting and it is proposed to re-appoint them as statutory
auditors of the Company for the second term of 5 years from
the conclusion of the 75^th Annual General Meeting till the
conclusion of the 80^th Annual General Meeting.

M/s. BSR & Co. LLP have confirmed that they meet the
eligibility criteria and are free from any disqualifications as
specified under Section 141 of the Companies Act, 2013 and
have affirmed their independent status.

The Auditors' Report to the Members on the Accounts of the
Company for the year ended December 31, 2024, is a part of
the Annual Report. The said Audit Report does not contain
any qualification, reservation, or adverse remark.

There are no instances of fraud which are required to be
reported by the auditors under Section 143(12) of the Act
and rules framed thereunder.

COST RECORDS AND COST AUDITORS:

The Company is required to maintain the cost records as
specified by the Central Government in terms of Section 148(1)
of the Companies Act, 2013 and accordingly such accounts
and records are prepared and maintained by the Company.

On the recommendation of the Audit Committee, the
Board of Directors appointed M/s. R. Nanabhoy & Co.,
Cost Accountants as the Cost Auditors of the Company for
conducting the audit of the cost records maintained by the
Company for the Financial year 2025. M/s. R. Nanabhoy &
Co. have confirmed that they meet the eligibility criteria and
are free from any disqualifications as specified under Section
141(3) and the proviso to Section 148(3) of the Companies
Act, 2013. They have also affirmed their independent status.

Pursuant to the provisions of Section 148 of the Companies
Act, 2013 read with the Companies (Audit and Auditors)
Rules 2014, a resolution seeking members' approval for the
ratification of remuneration payable to the Cost Auditors for
the Financial Year 2025 forms part of the notice of the 75^th
Annual General Meeting of the Company and the same is
recommended for your consideration and approval.

SECRETARIAL AUDIT & ANNUAL SECRETARIAL
COMPLIANCE REPORT:

The Board of Directors appointed M/s. BNP & Associates,
Company Secretaries, to conduct the Secretarial Audit for
FY 2024, in compliance with the provisions of Section 204 of
the Companies Act, 2013, and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
The Secretarial Audit Report, as submitted by the Secretarial
Auditors, is annexed to this Report as Annexure 2. The
report does not contain any qualifications, reservations or
adverse remarks.

The Annual Secretarial Compliance Report, issued in
accordance with Regulation 24A of the Listing Regulations,
is included in the Annual Report and has been duly submitted
to the stock exchanges within the prescribed timeline of 60
days from the end of the financial year.

During the year 2024, your Company has ensured compliance
with all applicable Secretarial Standards issued by the Institute
of Company Secretaries of India.

As per the requirements of the amended Listing Regulations
and based on the recommendations of the Audit Committee
and the Board of Directors, the Company proposes to
appoint M/s. BNP & Associates, Company Secretaries, as the
Secretarial Auditors for a period of 5 years from conclusion
of the 75^th AGM till conclusion of 80^th AGM.

HUMAN RESOURCES AND PARTICULARS OF
EMPLOYEES:

People are our biggest asset and the Company is invested in the
holistic development, health and well-being of our employees.
The Company has been providing continuous skill upgradation
and learning opportunities through structured training

programs, career discussions and individual development
plans. A detailed note on Human Resources forms part of the
Annual Report.

Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are annexed to this Report
as Annexure 3.

The statement containing particulars of employees as
required under Section 197(12) of the Companies Act, 2013
read with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
forms part of this report. In terms of Section 136 of the
Companies Act, 2013 the Report and Accounts are being sent
to the Members and others entitled thereto, excluding the
aforesaid information. Any member interested in obtaining
such information may write to the Company at investor.
communication@huhtamaki.com and the same will be
furnished on request.

PARTICULARS OF CONTRACTS AND
ARRANGEMENTS WITH RELATED PARTIES:

During the year under review:

a) all contracts / arrangements / transactions entered by
the Company with related parties were in its ordinary
course of business and on an arm's length basis;

b) contracts / arrangements / transactions were entered
into with related parties in accordance with the Policy of
the Company on Materiality of Related Party Transactions
and on dealing with Related Party Transactions.

The Company has not entered into any contract / arrangement
/ transaction with related parties which is required to be
reported in Form No. AOC-2 in terms of Section 134(3)(h) read
with Section 188 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

The Company has not granted any loans or made any
investments or provided any guarantees or security to the
parties covered under Sections 185 and 186 of the Act, during
the financial year ended December 31, 2024.

CORPORATE SOCIAL RESPONSIBILITY:

In accordance with the provisions of Section 135 of the
Companies Act, 2013, the Company has constituted a
‘Corporate Social Responsibility (CSR) Committee' and
formulated a CSR Policy. The details of the CSR Policy, the
composition of the Committee, key CSR initiatives, CSR
expenditure during the year and other relevant information
are provided as Annexure 4 to this Report, as required under
the Companies (Corporate Social Responsibility Policy) Rules,
2014, as amended.

The Company remains committed to CSR and firmly believes
that its business objectives should align with the legitimate
developmental needs of the society in which it operates.
During the year under review, the Company set off ' 9.8
Million and incurred additional expenses of ' 11.5 million
towards CSR activities.

The CSR initiatives of the Company are primarily focused on
key areas such as environmental sustainability, healthcare,
promotion of education and skill development, social welfare,
rural development and the provision of drinking water,
sanitation facilities and hygiene.

ETHICAL BUSINESSPRACTICES AND GOVERNANCE:

The Company embodies its core values ‘Care, Dare, Deliver'
with integrity, fostering a culture of openness, transparency
and the highest ethical standards in all its actions. Compliant
and ethical business conduct is viewed as a hallmark of
responsible leadership, guiding every employee and every
business transaction the Company undertakes.

The Huhtamaki Ethics and Compliance Program underscores
the Company's unwavering commitment to integrity and legal
compliance across the organization. This program acts as a
comprehensive toolkit, enabling the Company to conduct its
business in full adherence to laws, regulations and ethical
standards. It also ensures that robust procedures are in place
to prevent involvement in any unethical business activities.

RISK MANAGEMENT:

Risk Management at Huhtamaki aimstoidentify potential
events that may affect the achievement of Huhtamaki's
objectives as outlined in its 2030 Strategy. Its purpose is
to manage risks to a level that the Company is capable and
prepared to accept so that there is reasonable assurance and
predictability regarding the achievement of the Company's
objectives. The aim is also to enable the efficient allocation of
resources and risk management efforts.

The Company has formulated Risk Management Policy to
review and control risk and has constituted a Risk Management
Committee which oversees and monitors implementation
of the Policy, validates the process of risk management
and mitigation and periodically reviews and evaluates the
Company's Risk Management Policy.

Recommendations / Observations of the Risk Management
Committee are taken to the Board. The Committee and the
Board review the Risk Assessment procedures periodically to
ensure that risk including Information Technology and Cyber
Security risks are controlled/mitigated by the management.

In 2024, the management identified and assessed strategic,
operational and financial risks and opportunities. Risk
treatment actions were defined in order to reach acceptable
risk levels at each stage. The risks were reviewed by the Risk

Management Committee twice during the year and taken note
of by the Board of Directors.

INTERNAL FINANCIAL CONTROLS AND THEIR
ADEQUACY:

Internal control is an essential part of the corporate
governance and management of the Company. The Company
has defined the operating principles for internal control. The
Audit Committee monitors the effectiveness and efficiency
of the internal control systems and the correctness of the
financial reporting. The aim of internal control is to ensure
reliability of financial reporting, effectiveness and efficiency
of operations as well as compliance with laws and regulations.
Control of financial reporting assures that financial statements
are prepared in a reliable manner. The aim is also to ensure
that all financial reports published and other financial
information disclosed by the Company provide a fair view on
the Company's financial situation. Control of operations is
aimed at ensuring effectiveness and efficiency of operations
and achievement of the Company's strategic and financial
objectives. Control of compliance ensures that the Company
follows applicable laws and regulations.

Details in respect of adequacy of internal financial controls
with reference to the Financial Statements are given in the
Management's Discussion and Analysis, which forms part of
the Annual Report.

Internal audit: The Company has a strong and independent
in-house Internal Audit (“IA”) department that functionally
reports to the Chairman of the Audit Committee, thereby
maintaining its objectivity. The Objective of Internal Audit is
to provide an independent, objective assurance and advisory
service designed to add value and improve an organization's
operations. Internal Audit aims at accomplishment of
organizational objectives by bringing a systematic, disciplined
approach to evaluate and improve the effectiveness of
governance, risk management and control processes.

The Audit Committee approves the annual internal audit
plan. Audit Committee has two meetings in a year dedicated
exclusively to focus on internal audit observations, key
findings, conclusions and recommendations for control
improvements. The implementation of the action plan is
followed up periodically by the line management and reviewed
by Internal Audit function.

ANNUAL RETURN:

As required under Section 92(3) of the Act, the Company has
placed a copy of the annual return on its website and the
same is available in the Investors Section on the Company's
website at the link given below. The Annual Return for the year
would be updated once the same is filed with the Registrar of
Companies in due course.

https://www.huhtamaki.com/en-in/flexible-packaging/

investors/financials/annual-reports/

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) and 134(5) of

the Act, the Board of Directors of the Company confirms :

a. that in the preparation of the annual financial statements
for the year ended December 31, 2024, the applicable
accounting standards have been followed along with
proper explanation relating to material departures if any;

b. that such accounting policies as mentioned in Note 3
of the Notes to the Accounts have been selected and
applied consistently and judgement and estimates have
been made that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company as on December 31, 2024, and of the profit of
the Company for the year ended on that date;

c. that 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. that the annual financial statements have been prepared
on a going concern basis;

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

f. that the proper systems to ensure compliance with the
provisions of all applicable laws are in place and were
adequate and operating effectively.

INSOLVENCY AND BANKRUPTCY CODE 2016

Neither any application has been made nor any proceeding is

pending in respect of the Company under the provisions of

Insolvency and Bankruptcy Code 2016.

OTHER DISCLOSURES/REPORTING:

• The Company has not issued any equity shares with
differential rights as to dividend, voting or otherwise;

• The Company has not issued any shares (including sweat
equity shares) to employees of the Company under
any scheme;

• Neither the Executive Director nor the Whole-time
Directors of the Company receive remuneration or
commission from any of its subsidiaries;

• 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;

• There have been no 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 this Report;

APPRECIATION & ACKNOWLEDGEMENT:

The Board wishes to place on record its gratitude for
the confidence reposed in the Company by our bankers,
government authorities, customers, vendors and all
shareholders. The Board further wishes to record its sincere
appreciation for the significant contributions made by
employees at all levels for their commitment, dedication and
contribution towards the operations of the Company.

By Order of the Board
For Huhtamaki India Limited

Murali Sivaraman

Chairman
(DIN: 01461231)

Date: March 21, 2025