Anuroop Packaging Ltd Directors Report

To,

The Members,

Anuroop Packaging Limited,

The Board of Directors hereby submits the 31^st 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, 2026. 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, 2026 is summarised below: -

in Lakhs)

Particulars	Standalone		Consolidated
	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue From Operations	309.05	390.86	1,565.78	1,832.68
Other Income	20.55	56.79	107.21	153.39
Total Income	329.60	447.65	1,672.99	1,986.07
EBITDA	77.84	142.68	661.88	838.82
Finance Cost	33.82	38.13	143.24	157.30
Depreciation & Amortisation Expense	21.27	21.27	104.71	107.17
Profit Before Tax	22.75	83.27	413.93	574.36
Current Tax Expense	7.83	22.40	101.28	127.89
Deferred Tax Expense/(Credit)	(2.81)	(1.54)	7.25	42.17
Total Tax Expense	5.02	20.86	108.53	170.06
Profit After Tax	17.73	62.41	305.40	404.29

BUSINESS OVERVIEW:

STANDALONE

The Companys Standalone revenue from operations for F.Y. 2025-26 is Rs. 309.05 as compared to Rs. 390.86 of the previous year. The Company has earned a net profit of Rs.17.72 against Rs. 62.41 in previous financial year.

CONSOLIDATED

The Companys Consolidated revenue from operations for FY 2025-26 is Rs.1565.78 as compared to Rs. 1832.68 of the previous year. The company has earned a net profit of Rs.305.40 as against Rs. 404.29 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.

2. SUBSIDIARY COMPANY AND FINANCIAL DETAILS:

During the year, the Board of Directors reviewed the affairs of the subsidiary Company. 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 Boards 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 financial statements and related information of the Company and audited accounts of its subsidiary, are available on our website, at https://anurooppackaging.com/.

3. APPROPRIATIONS:

1. 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 2025-26 have been retained in profit and loss account.

2. Dividend: -

Considering the future requirement of the funds, your director think it prudent not to recommend any Dividend for Financial Year 2025-2026.

4. SHARE CAPITAL: -

During the financial year ended 2025-2026, the share capital of the Company underwent the following changes:

1. Authorized Share Capital

The Authorized Share Capital of the Company was Rs. 16,00,00,000/-(Rupees Sixteen Crores Only) comprising of 1,60,00,000 (Rupees One Crore Sixty Lakh) Equity Shares of Rs. 10/-/- (Rupees Ten Only) each.

2. Issued, Subscribed and Paid-Up Share Capital

The Issued, Subscribed and Paid-Up Share Capital of the Company as on date is 11,05,30,000 (Eleven Crore Five Lakh Thirty Thousand) divided into 1,10,53,000 (One Crore Ten Lakhs Fifty Three Thousand Only) Equity Shares of Rs. 10(Rupees Ten Only) each/-.

5. 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 202526 is available on the website of the Company at: http://anurooppackaging.com.

6. CHANGE IN THE NATURE OF THE BUSINESS:

There was no change in nature of the business during the financial year 2025-26.

a) 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 Annual General Meeting 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, 2026.

b) CHANGE IN DIRECTORATE:

There were no changes in the composition of the Board of Directors during the Financial Year 2025-2026.

7. Business Performance and Future Outlook

During the year under review, the Company continued to focus on strengthening its business operations and evaluating opportunities for sustainable growth. Going forward, the Company is considering the sale/disposal of certain existing machinery and its factory premises and, subject to the requisite approvals and commercial considerations, proposes to acquire suitable new machinery and a suitable factory premises to support its operational requirements, improve efficiency and provide greater scope for future business opportunities and expansion. The Company also intends to remain responsive to emerging opportunities in the market and may, as considered appropriate by the Board of Directors, explore opportunities for expansion in its existing line of business through forward or backward integration, with a view to strengthening its business operations and value chain. Further, the Company may also evaluate opportunities for expansion through acquisition or entry into other lines of business, including businesses which may be different from its existing principal business activities, as part of its broader strategy for diversification and long-term growth. The Company will continue to assess such opportunities based on their commercial viability, strategic suitability and potential to contribute to the long-term interests of the Company and its stakeholders. Any such initiatives shall be undertaken subject to the applicable laws, regulatory requirements and approvals, as may be required. And whenever required company will alter its MOA after taking approval from its shareholders.

8. 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 Directors 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.

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

During the year, ten (10) meetings of the Board of Directors were held. The details of meetings held, Directors attendance, training and familiarisation programme and Annual Board Evaluation process for Directors, policy on Directors 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.

10. ENHANCED DISCLOSURES UNDER THE COMPANIES (ACCOUNTS) SECOND AMENDMENT RULES, 2025

(This section responds to Rule8(5)(x) and (xiii) as amended, effective 14 July 2025)

1. SEXUAL HARASSMENT (POSH) COMPLIANCE

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 work place. All women employees (permanent, temporary, contractual and trainees) are covered under this policy. The status of complaints is as follows:

Particulars	Number of Complaints
Complaints received during the financial year	NIL
Complaints disposed off during the financial year	NIL
Complaints pending for more than ninety days	NIL
Complaints pending as on March 31, 2026.	NIL

2. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

As required by the amended Rule 8(5)(xiii), the Company hereby confirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961, including grant of statutory leave, medical bonus, nursing breaks, and creche facilities (where applicable) for eligible employees.

3. EMPLOYEE DEMOGRAPHICS (GENDER-WISE HEADCOUNT)

In line with the disclosure requirements under the Companies (Accounts) Second Amendment Rules, 2025, the Company hereby reports the gender-wise distribution of its permanent employees as on March 31, 2026:

Gender	Number of Employees
Male	04
Female	09
Transgender	NIL
Total	13

The Company is committed to fostering a diverse, equitable, and inclusive workplace. As part of this commitment, we actively promote gender representation and strive to create an environment that supports all employees irrespective of gender identity. The Board continuously reviews and supports initiatives aimed at improving diversity at all levels within the organization.

11. RELATED PARTY TRANSACTIONS:

During the year under review, all Related Party Transactions entered into by the Company were in the ordinary course of business and on an arms length basis. Further, there were no material Related Party Transactions entered into by the Company during the year. Accordingly, the disclosure of RPTs as required under Section 134(3)(h) for details of material contracts or arrangement or transactions at arms length basis is attached as AOC-2 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 Companys website at https://anurooppackaging.com/policies/. 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.

12. 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".

13. CORPORATE SOCIAL RESPONSIBILITY:

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

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

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are disclosed in Notes 7 and 12 to the Consolidated Financial Statements. The Company has duly complied with the applicable provisions of Section 186 of the Companies Act, 2013 in respect of such loans, guarantees and investments.

15. 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.

16. 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.

17. 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.

18. 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 2025-26 pursuant to Regulation 24A of the SEBI LODR Regulations. The Annual Secretarial Compliance Report has been submitted to the Stock Exchanges on May 30, 2026 which is within 60 days of the end of the financial year ended March 31,2026.

19. STATUTORY AUDITORS AND AUDITORS REPORT:

M/s. Banka & Banka, Chartered Accountants (Firm Registration No. 100979W), were appointed as the Statutory Auditors of the Company at the 30th Annual General Meeting held on September 12, 2025, for a term of five (5) consecutive years, from the conclusion of the said AGM until the conclusion of the 35th AGM. However, M/s. Banka & Banka resigned from the office of Statutory Auditors with effect from August 14, 2026, resulting in a casual vacancy in the office of Statutory Auditors of the Company.

Pursuant to the casual vacancy arising due to the resignation of the existing Statutory Auditors, the Board of Directors, based on the recommendation of the Audit Committee, has proposed the appointment of M/s. A Sachdev & Co., Chartered Accountants (Firm Registration No. 001307C), as Statutory Auditors of the Company, subject to the approval of the Members.

Accordingly, the Members are being requested to approve the appointment of M/s. A Sachdev & Co. as the Statutory Auditors of the Company for a fresh term of five (5) consecutive years, commencing from the conclusion of the 31st Annual General Meeting and continuing until the conclusion of the 36th Annual General Meeting, covering the Financial Years 2026-27 to 2030-31, in accordance with the applicable provisions of the Companies Act, 2013.

The Company has received the written consent and eligibility certificate from M/s. A Sachdev & Co. confirming that they satisfy the criteria prescribed under Section 141 of the Act and that their appointment, if approved by the Members, shall be in accordance with the applicable provisions of the Act and the rules made thereunder. The remuneration of the Statutory Auditors shall be determined by the Board of Directors in consultation with the Statutory Auditors.

20. INTERNAL AUDITOR:

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 Accountant (Registration No. 146499W) were appointed as the Internal Auditors of your Company for the financial year 2025-26. The Company has in place adequate internal financial controls with reference to financial statements.

21. SECRETARIAL AUDITORS:

The Company had appointed M/s. Alpi Nehra & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for a term of five (5) consecutive years, commencing from the Financial Year 2025-26 to the Financial Year 2029-30, to conduct the Secretarial Audit of the Company. Accordingly, the Secretarial Audit for the Financial Year 2025-26 was conducted by M/s. Alpi Nehra & Associates. The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remark and is annexed to this Report as "Annexure - H".

Yuktrath Advisory Limited (Formerly known as Sara Solutions Limited) is a material subsidiary of the Company, pursuant to 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.

22. 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.

23. 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.

24. LISTING OF SECURITIES IN STOCK EXCHANGES:

The Companys Equity Shares are presently listed on Bombay Stock Exchange Limited.

25. 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:

During the financial year 2024-25, the Company had issued 12,35,000 warrants, each convertible into one Equity Share of face value of Rs10/- at an issue price of Rs 40/- per warrant (including a premium of Rs 30/- per warrant), on a preferential basis to persons belonging to the Promoter and Non-Promoter categories. The warrant holders had paid 25% of the issue price per warrant as upfront consideration, aggregating to Rs1,23,50,000/-.

Subsequent to the reporting date and prior to the approval of the financial statements, the Company initiated the process for forfeiture of the unexercised warrants issued on a preferential basis, which had not been exercised within the stipulated period of 18 months from the date of allotment, in accordance with the applicable terms and conditions. As on the date of this Report, the said warrants stand forfeited. The forfeiture of the warrants has not had any material adverse impact on the financial position or operations of the Company.

26. 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 equipments - 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

3. Foreign exchange earnings and Outgo:

Particulars	As on 31.03.2026 (In Rs.)	As on 31.03.2025 (In Rs.)
Foreign Exchange Earnings	Nil	Nil
Foreign Exchange outgoing	Nil	Nil

27. PUBLIC DEPOSITS:

During the Financial year, Company has not accepted, invited and/or received any deposits from public within the meaning of section 73 & 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014, as amended from time to time.

28. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, with respect to the Directors

Responsibilities 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.

29. 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 Companys website https://anurooppackaging.com/policies/.

30. 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
	Akash Sharma	Shweta Sharma
	Managing Director	Director
	DIN:06389102	DIN:06829309
Date: 25-08-2026
Place: Mumbai