Mold-Tek Packaging Ltd Directors Report

Dear Members,

Your Directors are delighted to present the 28^th Annual Report on the business and operations of Mold-Tek Packaging Limited (the Company/Mold-Tek) together with the Audited Financial Statements and the Auditors Report thereon for the financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS:

Key highlights of financial performance of the Company for the year ended March 31, 2025, are as summarized below:

(? in lakhs)

Particulars	2024-25	2023-24
Revenue from operations	78,132	69,865
Other income	225	130
Total income	78,357	69,995
Profit before Finance cost, depreciation & tax (EBIDTA)	14,386	13,448
Finance cost	1,390	735
Depreciation	4,869	3,850
Profit before exceptional items and tax	8,127	8,863
Provision for current tax	1,597	1,841
Provision for deferred tax	475	363
Net profit (After Tax)	6,055	6,659
Other comprehensive income (net of tax)	(42)	(95)
Profit brought forward from previous years	27,489	22,915
Amount available for appropriation	33,502	29,479
Less: Appropriation
Dividend on equity shares	997	1,990
Closing Balance of retained earnings	32,505	27,489

PERFORMANCE REVIEW FOR FINANCIAL YEAR 2024-25:

> Revenue from operations stood at ?78,132 lakhs as against ?69,865 lakhs in FY 2023-24, a up by 11.83%

> Sales volume is 38,264 MT as against 35,661 MT in FY 2023-24, a up by 7.30%

> The operating profit (EBIDTA) is ?14,386 lakhs as against ?13,448 lakhs in FY 2023-24, a up by 6.98%

> Net profit after tax stood at ?6,055 lakhs as against ?6,659 lakhs in FY 2023-24, a reduction of 9.07%

ANNUAL SNAPSHOT AND FUTURE OUTLOOK: FINANCIAL YEAR 2024-25

Financial Performance:

In the financial year 2024-25, revenue grew by 11.83%, totaling ?781.32 crores. The sales volume is up by 7.3% reaching 38,264 tonnes compared to 35,661 tonnes in the prior year. EBITDA up by 6.98% to ?143.86 crores, while Profit Before Tax (PBT) declined by 8.3% to ?81.27 crores. Net Profit also decreased by 9.07%, settling at ?60.55 crores. These reductions reflect the higher charge of depreciation and interest cost due to major investments made in last three years, commercial production of which just started.

Segment Wise Performance:

Paints-Packs: During the year 2024-25, the company has considerably increased its production capacity at Panipat (Haryana), Satara (Maharashtra) and Cheyyar (Tamil Nadu) to effectively meet the increased demand from the Aditya Birla Group. These strategically located facilities are equipped with modern infrastructure to support high-volume production and timely delivery.

This capacity expansion reflects the companys commitment to serving key clients and maintaining operational excellence as order volumes rise.

APIL also started decorating their top brands in IML. Moldtek has set up Robots and manufacturing facilities at all APIL locations to cater to their growing demand.

Square Packs: New square packs of 2 and 3 liters were introduced to cater to ready to eat, edible oil and other FMCG goods. Square packs Manufacturing is being set up at Panipat and Daman to cater to the growing demand for our square packs in northern India. Production at Panipat started in March, 2025.

Food & FMCG Packs: As our IML printing capacities enhanced, Q4 registered solid sales growth of 21.47% in this segment showing the Companys leadership position in Food & FMCG sectors where growth was stagnated last year due to lack of IML printing capacity. We expect good growth in FY 2025-26, as well, as production of FMCG products as starting in Panipat from September, 2025.

Pharma Packaging: The pharma-packaging sector has shown excellent momentum in financial year 2024-25, achieved sales around ?11 crores for the year. In the Q4 of

1st year itself, company achieved close to 50% capacity utilization to cross Breakeven level. Further, capacity expansion across product mix is being planned. This rapid growth underscores the divisions ability to contribute handsomely in near future.

The surge in demand is driven by increased orders from leading pharma companies in India and few enquiries from other international markets, reaffirming the divisions compliance with global quality and regulatory standards. This international traction is a testament to the companys ability to meet stringent packaging requirements and deliver consistent value.

With a renewed focus on scalable infrastructure, quick product development automation, and sustainability in packaging solutions, the company is well-positioned to capture further growth in the global pharma ecosystem.

Tablet Containers with CT CR closures:

• Added numerous higher weight bottles using our inhouse tool room to add to our product basket. Quick development of these packs gave great confidence.

• Squeeze and lock cap is a revolutionary new idea designed to give child resistant functionality with a single piece construction. Our new design gives stability even at higher vacuum pressurized conditions.

Effervescent tubes:

• Capacity for highest selling SKU is planned to be doubled by Q2. This SKU has reached almost full utilization and is estimated to go further up.

• Improved version of spiral cap launched to be stable at high temperature and Rh levels, based on need from Indias largest EV tablet manufacturer.

Desiccant Canisters:

• Orders started for most high-selling size through a direct export order but domestic establishment is taking more time for stability tests than anticipated. As this product goes inside tablet container, the testing is more stringent

• New filling machine added to increase filling capacity. Dust-free version and online weight control added

Printing Capacity enhancement: Company added 3 new machines (2 flexographic and one Roto Gravure) in February, 2025 and balancing equipment to increase printing capacity by more 50% to cater to expected rise in Q1 demand for IML products across verticals. Another printing machine is being added by end of May, 2025.

Future Outlook:

The future looks bright because pharma division which has started just barely a year ago, has crossed break-even in Q4 of FY2024-25, with a shot up of turnover from meager ?2.5 crores in Q3 to ?6.7 crores in Q4, resulting in Company making profits for the first time in the pharma division. This augur well for the coming years as the traction that is created in Q4 will continue to spread in the full financial year of FY2025-26 and apart from additional new products that are being added in the pharma packaging sector.

Another positive development is growth of paint industry, which was a 6.7% drop last year, has become 6.8% growth in this current financial year, auguring well for the Companys future.

The huge investments over ?400 crores that have been made by Company in the last three years have started bearing fruit. And we look forward to a much better future in the coming quarters, not only in pharma, but also in ABG and thin wall segments, as well.

DIVIDEND:

The Board of Directors (the Board) are pleased to recommend a final dividend of ? 2/- (40 %) on every equity share of ?5/- each, for the Financial Year ended on March 31, 2025 at their meeting held on July 28, 2025 amounting to ? 664.58 lakhs. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend, as recommended by the Board of Directors, if approved at the ensuing AGM, will be paid to those Members, whose name shall appear on the Register of Members as on September 23, 2025 (Record Date). If approved, the dividend shall be paid within 30 days from the date of declaration as per the relevant provisions of the Companies Act, 2013 (hereinafter referred to as ‘Act).

The Company had also declared interim dividend of ?2/- (40%) on equity share of ?5/- each, in Board meeting held on April 25, 2025. Total dividend declared for the financial year 2024-25 is thus ?4/- (i.e. 80% ) on every equity share of ?5/- each. The dividend payout for the year under review has been formulated after considering the financial aspects and keeping in view your Companys need for capital and rewarding shareholders.

As per the Income-Tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. Accordingly, the Company makes the payment of the dividend from time to time after deduction of tax at source. Please refer note which forms part of the Notice of the 28^th Annual General Meeting of the Company.

DIVIDEND DISTRIBUTION POLICY:

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated and adopted a Dividend Distribution Policy with the objective of providing clarity to its stakeholders on the profit distribution strategies of the Company. The policy hosted on the website of the Company at https://www. moldtekpackaging.com/investors.html#tab-5

TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to the reserves of the Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company during the year under review.

SHARE CAPITAL:

The Authorised Share Capital of the Company as on March 31, 2025 was ? 20,00,00,000/- divided into 4,00,00,000 equity shares of ?5/- each.

The issued, subscribed and fully paid-up Equity Share Capital as on March 31, 2025 stood at ^16,61,44,570/- divided into 3,32,28,914 equity shares face value of ?5/- each. During the year under review, the Company has not granted any stock options and not issued any sweat equity share to its employee(s)/ director(s). As on March 31, 2025, none of the Directors of the Company hold any instruments convertible into equity shares of the Company. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise as on March 31, 2025.

LISTING ON STOCK EXCHANGES:

The Companys equity shares are listed on the following Stock Exchanges:

(i) BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001, Maharashtra, India; and

(ii) National Stock Exchange of India Limited, Exchange Plaza, Floor 5, Plot No. C/1, G Block, Bandra- Kurla Complex, Bandra (East), Mumbai - 400051, Maharashtra, India.

The Company has paid the applicable annual listing fees to these stock exchanges. Further, the annual custodian fee has also been paid to the depositories.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Internal Financial Control encompasses the policies and procedures implemented by a company to ensure the efficient and orderly conduct of its business operations. These include adherence to company policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The Company has adequate internal controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis. It employs a structured approach involving function-specific reviews and risk reporting by senior management. Significant matters are promptly escalated to the Audit Committee and the Board. Additionally, internal Standard Operating Procedures (SOPs) and Schedule of Authority (SOA) are clearly defined and documented to ensure proper authorization, recording, and reporting of all financial transactions.

The Company has an internal auditor to assess the adequacy and effectiveness of the Internal Controls and System across all key processes covering various locations. Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to the Board.

DEPOSITS:

During the year under review, the Company has not accepted any deposits in terms of Section 2(31) read with Chapter V of the Companies Act, 2013 and Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 and as such there are no overdue deposits outstanding as on March 31, 2025.

HOLDING COMPANY, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2025, the Company has no holding, subsidiary, Joint Ventures or associate companies.

Further, in compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has

formulated a policy for determining material subsidiaries. The Policy is available on the website of the Company at https://www.moldtekpackaging.eom/investors.html#tab-5

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF THE REPORT:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this report.

CODE FOR PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives pursuant the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code of practices and procedures for fair disclosure of unpublished price sensitive information and has been made available on the Companys website at https://www.moldtekpackaging.com/ investors.html#tab-5

The Company is maintaining Structured Digital Database (SDD), for monitoring the dealings in the securities of the Company by the promoters, directors and designated persons including immediate relatives and also to keep record of the persons with whom the unpublished price sensitive information of the Company has been shared internally or externally until it becomes public.

CHANGE OF NODAL OFFICER OF THE COMPANY:

The Board of Directors vide a resolution passed unanimously by circulation on Wednesday, February 07, 2024, had approved the appointment of Mr. Subhojeet Bhattacharjee, Company Secretary and Compliance Officer of the Company, as Nodal Officer and Mrs. Karra Venkata Ramani, Deputy General Manager-Investor Relations continued to act as Deputy Nodal Officer as per the provisions of the Companies Act, 2013 read with Rule 7(2A) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended.

Subsequently, on account of resignation of Mr. Shubhojeet Bhattacharjee, from the company, the Board of Directors appointed Ms. Harshita Suresh Chandnani, Company Secretary and Compliance Officer of the Company, as Nodal Officer of the Company vide circular resolution passed on Monday, March 24, 2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Composition:

The Board of the Company contains an optimum combination of Executive and Non-Executive Directors. As on March 31, 2025, it comprises of 8 (Eight) Directors, viz. 4 (four) Non-Executive Independent Directors including a Woman Director and 4 (four) Executive Directors. The position of the Chairman of the Board of Directors and the Managing Director are held by same individual, wherein the Chairman is an Executive Director. The composition of the Board is in conformity with the relevant provisions of the Companies Act, 2013 and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirement) Regulations 2015.

Board Diversity:

The Company recognizes and embraces the importance of a diverse Board in its success. We believe a truly diverse Board offers numerous advantages, including improved decision-making, enhanced corporate governance, increased creativity and innovation, better problem-solving, understanding of diverse markets, improved reputation, and the mitigation of biases. These benefits contribute to the longterm success and sustainability of organizations in the Indian business landscape. The Board of Directors have adopted the Policy on Diversity of Board of Directors which sets out the approach to diversity of the Board of Directors. The Policy is available in the website of the Company website https:// www.moldtekpackaging.com/investors.html#tab-5

Changes in Directors and Key Managerial Personnel

The second term of 5 (five) consecutive years of Dr. Talupunuri Venkateswara Rao (DIN: 00572657), as an Independent Director of the Company concluded on the Sunday, September 29, 2024, and as a result he ceased to be a Director of the Company w.e.f. the closing business hours of the same date.

Further, Mr. Subhojeet Bhattacharjee, tendered his resignation from the position of Company Secretary and Compliance Officer of the Company with effect from the close of business on Friday, December 13, 2024, due to his personal preoccupations and confirmed that there were no other material reasons for his resignation. Ms. Harshita Suresh Chandnani was appointed as the Company Secretary and Compliance Officer of the Company with effect from Tuesday, March 11, 2025.

In accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following were the Key Managerial Personnel of the Company as on March 31, 2025.

Sr. No.	Name of Key Managerial Personnel	Designation
1.	Mr. J. Lakshmana Rao	Chairman & Managing Director
2.	Mr. A. Subramanyam	Deputy Managing Director
3.	Mr. Venkateswara Rao Pattabhi	Deputy Managing Director
4.	Mr. Srinivas Madireddy	Whole-time Director
5.	Mrs. A. Seshu Kumari	Chief Financial Officer
7.	Ms. Harshita Suresh Chandnani	Company Secretary and Compliance Officer

Retirement by Rotation

In order to comply with the provisions of Section 152 (6) of the Companies Act, 2013 and rules applicable thereunder, Mr. Venkateswara Rao Pattabhi, Deputy Managing Director is liable to retire by rotation at this Annual General Meeting, being eligible offers himself for re-appointment. Pursuant to the provisions of Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards 2 on General Meetings issued by Institute of Company Secretaries of India (ICSI), brief particulars of the director proposed to be re-appointed are provided as an annexure to the notice convening the AGM.

Independent Directors and their declaration of Independence

As on March 31, 2025, the Independent Directors of the Company included Mr. Eswara Rao Immaneni, Mr. Togaru Dhanrajtirumala Narasimha, Mrs. Madhuri Venkata Ramani Viswanadham and Mr. Ponnuswamy Ramnath. All the Independent Directors of the Company have furnished necessary declaration in terms of Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 affirming that they meet the criteria of independence as stipulated under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the opinion of the Board, all the Independent Directors have the integrity, expertise and experience including the proficiency required to effectively discharge their roles and responsibilities in directing and guiding the affairs of the Company. In terms of Regulation 25(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

Registration of Independent Directors in Independent Directors databank

All the Independent Directors of the Company have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).

Familiarization Program of Independent Directors

In compliance with Regulation 25(7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of the Companies Act, 2013 the Company has a structured program for orientation and training of Independent Directors so as to enable them to understand the nature of the industry in which the Company operates, business model of the Company and roles, rights, and responsibilities of Independent Directors.

The program aims to provide insights into the Company to enable the Independent Directors to be in a position to take well-informed timely decisions and contribute significantly to the Company. The Independent Directors of the Company are given every opportunity to familiarize themselves with the Company, its management, and its operations so as to understand the Company, its operations, business, industry and environment in which it functions.

The details of the familiarization programme of the Company are available on the Companys website at https://www. moldtekpackaging.com/investors.html#tab-5

Evaluation of Boards Performance

In terms of section 134 of the Companies Act, 2013 read with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had laid down the criteria for reviewing the performance of the Board, its Committees and individual Directors. While evaluating the performance and effectiveness, the Nomination and Remuneration Committee inter-alia considers the attendance of the Directors at Board

and Committee meetings, acquaintance with business, communicating inter se with board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy etc.

In compliance with the provisions of the Act and Regulation 17(10) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to improve the effectiveness of the Board and its Committees, as well as that of each individual Director, a formal Board review is undertaken on an annual basis.

The following are some of the broad parameters that are considered in performance evaluation questionnaire:

• Evaluating the directors understanding of the organizations mission, vision, and strategic goals, as well as their ability to provide strategic guidance and direction.

• Ability to act on a fully informed basis, in good faith, with due diligence and in the best interest of the company and the stakeholders.

• Optimum combination of knowledge, skill, experience and diversity on the Board as well as its Committees.

• Relationships and effective communication among the Board of Directors.

• Effectiveness of individual non-executive and executive directors and Committees of Board.

• Quality of the discussions, general information provided on the company and its performance, papers and presentations to the Board of Directors.

• Risk management as well as processes for identifying and reviewing risks.

• Well- defined mandate and terms of reference of Committee.

• Attendance at Board as well as Committee Meetings

• Procurement of Information, preparation for Board Meetings and value of contribution at meetings.

• Relationships with fellow directors, the company secretary and senior management and mutual trust and respect they stimulated within the Board.

• Keeping update with the latest developments in the areas of governance and financial reporting

• Willingness to devote time and effort to understand the company and its business

• Providing necessary guidance using their knowledge and experience in development of corporate strategy, major plans of action, risk policy, and setting performance objectives.

• Independence exercised in taking decisions, listening to views of others and maintaining their views with resolute attitude

• Ability in assisting the Company in implementing the best corporate governance practices.

• Capability in exercising independent judgement to tasks where there is potential conflict of interest

• Commitment in fulfilling the directors obligations fiduciary responsibilities.

• Providing an overall assessment of the board members contribution to the effectiveness of the board in fulfilling its governance responsibilities and advancing the organizations mission and objectives.

The Board of Directors were satisfied with the evaluation process and outcome. The Board Committees were also found to be effective in terms of its composition, functioning and contribution. The evaluation process acknowledged that the Board of Directors have spent sufficient time on future business strategies and other long-term and shortterm growth plans, operational matters including review of business and functional updates, financial results and other regulatory approvals, governance matters and internal controls.

Committees of the Board

As on March 31, 2025, the Board has the following Committees:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders Relationship Committee

IV. Corporate Social Responsibility Committee

V. Risk Management Committee

All the recommendations made by the Board committees, including the Audit Committee, were accepted by the Board. A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report.

Board and Committee Meetings:

The Board of Directors meet at regular intervals to discuss and decide on the Companys policies and strategy apart

from other Board matters. The Company has conducted 6 (Six) Board meetings during the financial year under review. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The composition of the Board of Directors, Committees, attendance of the Directors in the Board and Committees meetings are given Corporate Governance Report section in this Annual Report.

Separate Meeting of Independent Directors

In terms of Schedule IV of the Companies Act, 2013 and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 it is mandated that the Independent Directors of the Company shall hold at least one meeting in a year, without the attendance of Non-Independent Directors and members of the management. A separate meeting of the Independent Directors was held on February 07, 2025. During this meeting, the Independent Directors reviewed the performance of the Company, the Chairman, Board and the quality of information given to the Board was also discussed. The Company is ready to facilitate more such sessions as and when required by the Independent Directors.

Directors and Officers insurance (‘D and O insurance)

The Company has procured D & O liability insurance policy that covers the members of the Board and Officers of the Company for such quantum and risks as determined by its Board of Directors.

Declaration from Directors

The Company has received necessary declaration from all Directors stating that they are not debarred or disqualified from being appointed or continuing as Directors of Companies as per the Securities and Exchange Board of India, Reserve Bank of India, Ministry of Corporate Affairs or any such other Statutory Authority.

Code of Conduct for the Board of Directors and Senior Management Personnel

The Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct for the Board of Directors and Senior Management Personnel.

Directors Responsibility Statement

Pursuant to Section 134 (3) (c) and Section 134(5) of the Companies Act, 2013, the Board of Directors hereby state that:

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

b. appropriate accounting policies have been selected and applied consistently. Judgement and estimates which are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of Company for the year;

c. 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. the annual accounts have been prepared on an on-going concern basis;

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

f. proper systems to ensure compliance with the provisions of all applicable laws have been devised, and such systems are adequate and are operating effectively.

Succession Planning for the Board and Senior Management

The Company strives to maintain an appropriate balance of skills and experience in the Board and within the Company, in an endeavor to introduce new perspectives while maintaining experience and continuity. Additionally, promoting Senior Management within the organization motivates and fuels the ambitions of the talent force to earn future leadership roles. The Board of Directors has adopted the Policy on Succession Planning for the Board and Senior Management.

AUDITORS

Statutory Auditors:

M/s. Anandam & Co., Chartered Accountants (Firm Registration Number 000125S), were appointed as Statutory Auditors of your Company at the 20^th Annual General Meeting (AGM) held on Friday, September 22, 2017, to hold office for their first term of five consecutive years subject to ratification by Members at every Annual General Meeting, from the conclusion of the 20^th AGM till the conclusion of the 25^th AGM of the Company, in accordance with the provisions of the Act.

Further, the Board in its meeting held on July 27, 2022, based on the recommendations of the Audit Committee, given in their meeting held on the same date before the board meeting, after evaluating and considering various parameters viz., capability, team size, experience, clientele served, technical knowledge, independence and the ability to serve a diverse Company like Mold-Tek Packaging Limited, approved and recommended to the members the appointment of M/s. Anandam & Co., Chartered Accountants (Firm Registration Number 000125S), as statutory auditors of the company, for the second term of five consecutive years, to hold office from the conclusion of the 25^th Annual General Meeting till the Conclusion of the 30^th Annual General Meeting to be held in the Financial Year 2027-28 and such was subsequently approved by the members of the Company at the 25^th Annual General Meeting held on Friday, September 30, 2022.

The Statutory Auditors of the Company have issued an unmodified opinion on the financial statements of the Company for the financial year ended March 31, 2025 and a declaration/statement there-of has been filed with the stock exchange(s) by the Company on Monday, May 19, 2025, along with the outcome of the meeting of the Board of Directors held on the same date.

The said Auditors Report(s) for the financial year ended on March 31, 2025 on the financial statements of the Company forms part of this Annual Report. There has been no qualification, reservation or adverse remark in their report.

Cost Auditor

The provisions of Section 148 of the Companies Act, 2013 read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 do not apply to the Company. Accordingly, the Company is not required to appoint a Cost Auditor and maintain cost records.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Ashish Kumar Gaggar, Company Secretary in Practice, was appointed as Secretarial Auditor to conduct Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report, pursuant to Section 204(1) of the Act for the financial year ended March 31 2025, is annexed to this Report as Annexure- E and forms part of this Report. There is no qualification, reservation, adverse remark, or disclaimer given by the Secretarial Auditor in their Report.

The Company has undertaken an Annual Secretarial Compliance Audit for the financial year 2024-25 pursuant to Regulation 24A of the SEBI Listing Regulations and the

same has been submitted to the Stock Exchange(s) and the said report may be accessed on the Companys website at the link https://www.moldtekpackaging.com/investors. html#tab-5

Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24 A of the SEBI Listing Regulations, the Board of Directors at its meeting held Monday, July 28, 2025 upon the recommendation of the Audit Committee, appointed Mr. Ashish Kumar Gaggar, Practicing Company Secretary as Secretarial Auditor for a term of five consecutive years commencing from financial year 2025-26, subject to the approval of the shareholders at the forthcoming AGM of the Company. The Company has received the necessary consent from Mr. Ashish Kumar Gaggar, Practicing Company Secretary to act as the Secretarial Auditor of the Company along with the certificate confirming that his appointment would be within the applicable limits.

Internal Auditor

M/s. Praturi & Sriram, Chartered Accountants, were appointed as an Internal Auditor of the Company and they report to the Audit Committee about the adequacy and effectiveness of the internal control system of the Company. The recommendations of the internal auditor on improvements required in the procedures and control systems are also presented to the Audit Committee.

Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the central government

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or reenactment(s) for the time being in force.

MD / CFO Certification

Mr. J. Lakshmana Rao, Chairman and Managing Director and Mrs. A. Seshu Kumari, Chief Financial Officer of the Company have given annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same forms part of this Annual Report. Mr. J. Lakshmana Rao, Chairman and Managing Director and Mrs. A. Seshu Kumari, Chief Financial Officer of the Company also give quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2) (a) of the Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

RECONCILIATION OF SHARE CAPITAL AUDIT

As required by the SEBI Listing Regulations, a quarterly audit of the Companys Share Capital is being carried out by an Independent Practicing Company Secretary to reconcile the total share capital, the total share capital admitted with NSDL, CDSL and held in physical form, with the issued and listed capital. The Practicing Company Secretarys certificate in regard to the same is submitted to BSE Limited and National Stock Exchange of India Limited and is also placed before the Board of Directors.

NOMINATION AND REMUNERATION POLICY

The Board based on the recommendation of the Nomination and Remuneration Committee has framed and adopted the Nomination and Remuneration Policy for the Company. Further. the policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters are adopted as per the provisions of the Companies Act, 2013. The Nomination and Remuneration Policy as adopted by the Board is available on the Companys website https://www.moldtekpackaging.com/investors. html#tab-5

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has formulated and adopted the Vigil Mechanism/ Whistle Blower Policy in compliance with Section 177(9) of the Companies Act, 2013 and Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Whistle Blower Policy aims to conduct the affairs of the Company in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity, and ethical behaviour.

All present employees and Whole-time Directors of the Company are covered under the Whistle Blower Policy. A mechanism has been established for employees and other stakeholders to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct and Ethics, and leak of price-sensitive information. It also provides for adequate safeguards against

the victimization of employees who avail the mechanism and allows direct access to the Chairman of the Audit Committee. During the year under review, no complaints were reported under the Whistle Blower Policy. The Whistle Blower Policy is available on the Companys website https:// www.moldtekpackaging.com/investors.html#tab-5

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at the workplace and has formulated a policy on prevention, prohibition, and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The Company has constituted Internal Complaints Committee in accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

There were no cases filed or grievances received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 during the year under review. The Company regularly conducts awareness programmes for its employees.

MATERNITY BENEFIT ACT, 1961

The Company has complied with all applicable provisions relating to the Maternity Benefit Act, 1961 and all benefits and entitlements are duly extended to eligible employees.

POLICIES

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. Accordingly, the Company has adopted the various policies and the following polices are uploaded on the website of the Company or are available on the intranet platform of the Company. The policies are reviewed periodically by the Board/Committee and updated based on need and new compliance requirement. The web-link of the same is as below:

Vigil Mechanism / Whistle Blower Policy	https://moldtekpackaging.com/pdf/VIGIL%20MECHANISM%20
	WHISTLE%20BLOWER%20POLICY2020%20.pdf
Code ofPractices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information	https://moldtekoackaging.com/pdf/Code(s)%20on%20PIT.pdf
Nomination and Remuneration Policy	https://moldtekpackaging.com/pdf/Nominations%20and%20
	Remuneration%20Policy.pdf
Corporate Social Responsibility Policy	https://www.moldtekpackaging.com/pdf/Corporate%20Social%20
	Responsibilitv%20Policy.pdf
Policy on Material Subsidiary	https://moldtekpackaging.com/pdf/Policy-on-Material-Subsidiarv.pdf
Policy on Materiality of and Dealing with Related Party Transactions	https: //moldt.ekpackaging.com/pdf/Policy%20on%20Mat.erialitv%20
	of%20and%20Dealing%20with%20Relat.ed%20Part.y%20
	Transactions.pdf
Policy on Archival of Documents	https://moldtekpackaging.com/pdf/Policy%20on%20archival%20
	of%20documents.pdf
Dividend Declaration Policy	ht.t.ps://moldt.ekpackaging.com/pdf/Drvidend%20Dist.ribut.ion%20
	Policy23.pdf
Policy for Determination of Materiality of Event/ Information	https://moldtekpackaging.com/pdf/Policy%20for%20
	Determination%20of%20Materiality%20of%20Events%20or%20
	Information.pdf
Risk Management Policy and Procedures	ht.t.ps://moldt.ekpackaging.com/pdf/Risk%20Management.%20
	Policy23.pdf
Policy on Prevention of Sexual Harassment of Women at Workplace	ht.t.ps://moldt.ekpackaging.com/pdf/corporat.e-governance/MPL-
	Policy-of-SH.pdf

RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated and adopted a Policy on Risk Management and Procedures. It outlines a framework for identification of internal and external risks specifically faced by the Company, measures for risk mitigation including systems and processes for internal control of identified risks. The policy is also made available on the website of the Company at https://moldtekpackaging. com/pdf/Risk%20Management%20Policy23.pdf

Pursuant to the requirement of Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Risk Management Committee (RMC), consisting of Board members of the Company. The risk management procedure is reviewed by the Risk Management Committee and Board of Directors on a regular basis

The Company has in place a Risk Management framework to identify, evaluate business risks and challenges across the Company both at corporate level as also separately for each business division. The Company has in place a mechanism

to identify, assess, monitor and mitigate various risks to key business objectives.

During the year under review, there are no risks which in the opinion of the Board that threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis Report which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details pertaining to loans given, guarantees or securities provided or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review are forming part of the notes to the Financial Statements of this Annual Report.

PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related-party transactions (RPT) entered during the financial year were conducted in the ordinary course of business and on an arms-length basis. The Company, during the year, has not entered into any materially significant related-party transactions with Promoters, Directors, Key Managerial Personnel, or other persons that may have had a

potential conflict with the Companys interests. All related- party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is also obtained from the Audit Committee for repetitive related- party transactions that can be foreseen. The Audit Committee reviews all the related party transactions on quarterly basis.

In accordance with Section 134(3)(h) of the Companies Act,

2013, and Rule 8(2) of the Companies (Accounts) Rules,

2014, the particulars of the contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in Form AOC-2 is attached as AnnexureA to this Report.

In line with the requirements of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015, the Company has a Policy on Materiality of and Dealing with Related Party Transactions, which is also available on the Companys website at https://www.moldtekpackaging. com/investors.html#tab-5

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

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed in Annexure- C.

ANNUAL RETURN

The Annual Return of the Company for the financial year 2024-25 as required under Section 92(3) and 134(3)(a) of the Companies Act, 2013 is available on the website of the Company and can be accessed on the Companys website at the link https://www.moldtekpackaging.com/investors. html#tab-5

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this report.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest level of ethical practices and ensuring compliance with legal and regulatory requirements. A separate report on Corporate

Governance standards followed by the Company, as stipulated under Schedule V (C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as a separate section forming part of this report.

The certificate from Mr. Ashish Kumar Gaggar, Company Secretary in Practice, Secretarial Auditor of the Company with regard to compliance of conditions of corporate governance as stipulated under Schedule V Part E of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report of the Company in terms of the provisions of Regulation 34(2)(f) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the Financial Year ended on March 31, 2025 is available as a separate section in this Annual Report.

INDIAN ACCOUNTING STANDARDS (IND AS)

The Company has adopted Indian Accounting Standards (Ind AS) with effect from April 01, 2017 pursuant to Ministry of Corporate Affairs notification of the Companies (Indian Accounting Standards) Rules, 2015. The standalone financial statements of the Company, forming part of the Annual Report, have been prepared and presented in accordance with all the material aspects of the Indian Accounting Standards (Ind AS) as notified under Section 133 of the Companies Act 2013 read with the Companies (Indian Accounting Standards) Rules 2015 (by Ministry of Corporate Affairs (MCA)) and Regulation 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and relevant amendment rules issued thereafter and guidelines issued by the Securities Exchange Board of India (SEBI). There was no revision of Financial Statements and Board Reports during the year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS

In terms of Section 118(10) of the Companies Act, 2013, the Company complies with Secretarial Standards I and II, relating to the ‘Meetings of the Board of Directors and ‘General Meetings, respectively as issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

PARTICULARS OF EMPLOYEES

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

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended thereof, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this report. Considering the provisions of Section 136 of the Companies Act, 2013 and the aforementioned rules, the annual report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection by the members at the registered office of the Company or through electronic mode during business hours on working days up to the date of the forthcoming 28^th AGM of the Company. Any member interested in obtaining a copy thereof may write to the Company Secretary at cs@ moldtekpackaging.com in this regard.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

Pursuant to applicable provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), all unpaid or unclaimed dividends that are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF or Fund) established by the Central Government, after completion of seven years from the date of the declaration of dividend are transferred to IEPF. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more are also transferred to the demat account of the IEPF Authority.

The Company had sent individual notices and advertised in the newspapers seeking action from the shareholders who have not claimed their dividends for seven consecutive years or more. Thereafter, the Company transferred such unpaid or unclaimed dividends and corresponding shares to IEPF.

During the financial year 2024-25, pursuant to provision of Section 124 of the Act, the Company has transferred a sum of 15,40,678 to the IEPF, the amount of dividend which was unclaimed/ unpaid for a period of seven years, declared for the financial year 2016-17.

Further, the Company has transferred 3,252 shares in respect

of which dividend has not been paid or claimed for seven consecutive years or more pursuant to Section 124 of the Act to the IEPF.

Shareholders/claimants whose shares or unclaimed dividend, have been transferred to the IEPF may claim those dividends and shares from the IEPF Authority by complying with prescribed procedure and filing the e-Form IEPF-5 online with MCA portal.

The dividend declared for the financial year ended March 31, 2018 and which remains unpaid/ unclaimed is due to be transferred to IEPF within statutory timelines, upon expiry of the period of seven years. The due dates for transfer of unclaimed dividend to IEPF are provided in the report on Corporate Governance.

Further the shares in respect of which dividend has not been paid or claimed for seven consecutive years will also be transferred to IEPF. Shareholders are requested to ensure that they claim the unpaid dividends referred to above before the dividend and shares are transferred to the IEPF pursuant to the provision of Section 124 of the Act.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

No applications have been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

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 Company has not made any such valuation during the Financial Year 2024-25.

SIGNIFICANT/MATERIAL ORDERS PASSED BY COURTS OR TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

CREDIT RATING:

ICRA Limited vide its letter with ref. no. ICRA/MOLD- TEK Packaging Limited/16082024/1 dated August 16, 2024, has informed the company that as per the Rating Agreement/ Statement of Work executed with ICRA Limited, ICRAs

Rating Committee has taken the following rating actions for the mentioned instruments of the company:

Instrument	Rated Amount (? in Crores)	Rating
Short Term-NonFund Based-Others	11.00	[ICRA]A1; Reaffirmed/As- signed for enhanced amount.
Long Term-Fund Based-Term Loan	53.46	[ICRA]A+(Stable); Reaffirmed/ Assigned for enhanced amount.
Long Term- Unallocated	0.54	[ICRA]A+ (Stable); Reaffirmed.
Long Term-Fund Based-Cash Credit	95.00	[ICRA]A+ (Stable); Reaffirmed/ Assigned for enhanced amount.

EMPLOYEE STOCK OPTION SCHEME:

The Company grants share-based benefits to eligible employees with a view to attract and retain talent, align individual performance with the Companys objectives, and promote increased participation by them in the growth of the Company.

The Company has two Employees Stock Option Schemes viz. Scheme I - MTPL Employee Stock Option Scheme and Scheme II - MTPL Employee Stock Option Scheme-2016 (MTPL ESOS 2016). No fresh options have been granted to employees during the financial year 2024-25 under any scheme.

A statement containing relevant disclosures pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI SBEB & SE Regulations 2021 is available on the website of the Company at https://www.moldtekpackaging.com/investors. html#tab-5.

Further, a certificate from the Secretarial Auditors of the Company as prescribed under SEBI (SBEB & SE) Regulations shall be placed before the members in the AGM.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Corporate Social Responsibility Committee had formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the CSR activities to be undertaken and the Company had constituted Corporate Social Responsibility Committee (CSR Committee). A copy of CSR Policy is available on the website of the Company and can be accessed on the Companys website at https://moldtekpackaging.com/ investors.html. The policy encompasses the philosophy of the Company for delineating its responsibility as a corporate citizen and lays down the guideline and mechanism for

undertaking socially useful programs for welfare of the community at large and for under privileged community in the area of its operation in particular.

The Annual Report on CSR activities of the Company during the Financial Year 2025 containing the composition of the CSR Committee, salient features of the CSR Policy, details of activities, and other information as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 are provided in Annexure B attached to this Report.

CODE OF CONDUCT FOR EMPLOYEES AND BUSINESS ETHICS AND CODE OF CONDUCT FOR BOARD MEMBERS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT:

The Board of Directors of Mold-Tek Packaging Limited has adopted and oversees the implementation of the Companys Code of Conduct for Employees and Business Ethics, as well as the Code of Conduct for Board Members, Key Managerial Personnel, and Senior Management. These Codes are applicable to all Directors, Key Managerial Personnel, Senior Management Officers, and Employees of the company. They embody the Companys commitment to conducting business with integrity and in strict adherence to legal requirements. The Codes serve as a comprehensive framework for all covered individuals to follow in their daily roles, emphasizing the highest ethical standards.

Additionally, the Codes ensure that every member of the Company fulfills their responsibilities in accordance with relevant laws, while maintaining respectful relationships with colleagues, customers, suppliers, shareholders, and the broader community and regulatory bodies in which the Company operates.

At Mold-Tek, we aim to build trust and maintain strong relationships with all stakeholders, particularly our business partners and customers. Our Code of Conduct extends beyond internal responsibilities to encompass our interactions with external stakeholders. It serves as a practical guide for decision-making and supports us in navigating complex situations with confidence, enabling us to consistently make sound judgments.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

The company ensures that it provides a harmonious and cordial working environment to all its employees. The Company believes that the quality of its employees is the key to its success and is committed to providing necessary human resource development and training opportunities to

equip employees with additional skills to enable them to adapt to contemporary technological advancements.

The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on Key Result Areas are in place for all employees. The Company is committed to nurture, enhance and retain talent through superior Learning & Organizational Development.

ACKNOWLEDGEMENTS:

The Board of the Company wishes to place on record their sincere appreciation of the dedication and commitment of all employees in continuing their achievements and excellence in all areas of the business. The Board thanks the shareholders,

customers, suppliers, bankers, other stakeholders and various departments of the State Government and the Central Government for their continuous support to the Company.

For and on behalf of the Board of Directors

Sd/-

J. LAKSHMANA RAO

Chairman & Managing Director DIN: 00649702

Place: Hyderabad Date : August 29, 2025