Rex Sealing & Packing Industries Ltd Directors Report

To, The Members,

REX SEALING & PACKING INDUSTRIES LIMITED

Mumbai

Your Directors hereby present the Annual Report of the Company together with Audited Statement of Accounts for the financial year ended March 31, 2025.

Review of operations:

The Company is predominantly into the business of Manufacturing of Sealing, Packing and Insulation products.

I. FINANCIAL RESULTS:

The Financial highlights are below:-

• Particulars	Financial Year ended - AMOUNT IN (Rs. In 000s)
	31/03/2025	31/03/2024
Total Income	3,50,746	3,06,749
Total Expenditure		2,70,920
Net Profit before Tax	24,113	35,829
Current Tax	6,016	10,119
Provision for Income Tax including short provision for earlier years	;582)	-
Deferred Tax	(647)	1,180
Net Profit After Tax	4,787	2,453
Profit(Loss) for the year	19,326	2,453
Profit (Loss) bought forward from previous year	1,27,820	1,03,090
Reserves	1,47,179	1,27,820

Financial Performance:

During the year under review the company has carried out business and has registered a turnover of Rs. 3507 lacs as compared to the previous years turnover of Rs. 3067.49 lacs.

The Company is in the process of setting up of a plant in to expand its business by setting up of a plant for manufacture of Gasket, Industrial Bellows, Chemicals in Vadgoan Taluk, Khalapur District, Raigad Maharashtra. The Company has purchased land aggregating to 1.52.30 hectares of land at a cost of Rs. 595 lakhs. The cost of the project is estimated at about Rs. 1600 lakhs as is being funded by term loan of Rs. 431 lakhs from ICICI Bank and balance by way of Preferential issue of warrants and internal accruals.

Against the issue of warrants on preferential basis, the Company has received Rs. 191.63 lakhsand the warrants were allotted on November 01, 2024.

The Company has utilized the proceeds from the preferential issue ofWarrantstofund the capital requirement forthe purpose of capital expenditures, de-bottlenecking capital expenditure, logistics infrastructure, digitizing logistics, optimizing plants to accelerate ESG compliance, acquisitions, consolidation, working capital requirements, investment in technology and for general corporate purpose which shall enhance the business of the Company and for any other purpose as may be decided and approved by the Board.

II. PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 2(31) and Section 73 of the Companies Act 2013 and Rules framed thereunder. The Company however has filed the Return of Exempted Deposits in Form DPT-3 with the MCA

III. DIVIDEND:

Your Directors do not recommend any dividend for the financial year.

IV. STATE OF AFFAIRS OF THE COMPANY:

Your Company with the approval of the shareholders and Ministry of Corporate Affairs vide certificate dated August 01, 2022 converted Rex Sealing & Packing Industries Private Limited into public limited Company. The Company name is now Rex Sealing & Packing Industries Limited ("the company").

Pursuant to the conversion, the Company undertook redesignation of its Board Members vide resolution dated August 01, 20 22. The Company has also appointed 2 Independent Directors and a Company Secretary on August 08,2022.

Further, as per the requirements of the Companies Act, 2013 and the SEBI (LODR), 2015, the Company has constituted Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee on August 08, 2022.

V. MATRIAL CHANGES AND COMMITMENTS:

Apart from the changes disclosed, there are no material changes and commitments, affecting the financial position of the Company which has occurred between and at the end of the financial year of the Company i.e. March 31,2025.

VI. SHARE CAPITAL

During the year, your Company allotted 3,65,000 Convertible

Warrants on preferential basis at a price of Rs. 210 per warrant. Against the total amount of Rs. 766.50 lakhs the Company received Rs.191.62 lakhs and the warrants were allotted on November 01, 2024. Each warrant is convertible into one (1) equity share and the conversion can be exercised at any time during the period of 18 months from the date of allotment of warrants on such other terms and conditions as applicable.

Your Company has appointed M/s Bigshare Services Private Limited as Registrar and transfer agents. All the shares and Warrants are currently held in de-mat mode by the shareholders.

VII. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into by the Company with Related parties were in the ordinary course of business and at Arms length basis. The Audit Committee from time to time reviewed and approved the said transactions. Disclosures as required as per Accounting Standard are made in notes to accounts. Form AOC-2 is attached as Annexure B which forms part of this Report.

VIII. HOLDING COMPANY AND SUBSIDIARY COMPANY

The Company does not have any Subsidiary or Holding Company.

IX. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 M/s B.B.Gusani and Associates, (Chartered Accountants), Mumbai, Statutory Auditors were appointed in the Annual General Meeting held on September^, 2022 fora period offive years to hold office from the conclusion of the Extra Ordinary General Meeting held on 2022 until the conclusion of the Annual General Meeting to be held on 2027.

As perthe Companies Act, 2013 and rules there under appl icable for companies a Firm (Practicing Chartered Accountant Firm) shall be appointed/re-appointed for a period of maximum two terms offive consecutive years.

Rotation is applicable to a listed company and following classes of companies excluding OPC and small companies: -

a. All unlisted companies having paid-up share capital of rupees ten crore or more;

b. All private companies having paid-up share capital of rupees fifty crore or more;

c. All companies having paid up capital below threshold limit mentioned in (a) and (b) above, but having public borrowings from financial institutions, banks or public deposits of rupees fifty crores or more

Small Company is defined a company that is not a public company and has a paid-up share capital equal to or below Rs. 2

crore or such a higher amount specified not exceeding more than Rs. 10 crores.

Since your Company is a listed Company, the provisions for Rotation of Auditors a re appl icable. This is the fi rst term for M/s B.B.Gusani and Associates, (Chartered Accountants), Mumbai, as Statutory Auditors of the Company.

X. EXPLANATIONS BY THE BOARD ON QUALIFICATION BY THE AUDITORS:

There are no qualifications issued by the Auditors for the period 2024-25.

XI. EXTRACT OF ANNUAL RETURN:

Pursuantto sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2025 forms part of this report as "Annexure A".

XII. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

(a) Conservation of energy

The details of conservation of energy are annexed.

(b) Technology absorption

The activities of the company do not involve any technology absorption

(c) Foreign exchange earnings and Outgo

Foreign exchange earnings: Rs. 1,51,057.56/- (Previous Year Rs. 1,38,05,556/-)

Foreign exchange Outgo: Rs. 13,66,092.02/- (Previous Year Rs 8,26,86,388/-)

(d) Expenditure on Research & Development: Rs. NIL (P.Y. NIL).

XIII. DIRECTORS:

1. CHANGE IN DIRECTORSHIP OFTHE COMPANY:

During the year (FY2022-23) under review, two new Independent Directors were appointed w.e.f. August 08, 2022 and the existing Directors were re-desginated w.e.f. August 01, 2022 as below:- The Company presently has six Directors.

Name of the Director	Date of Appointment	Remarks	Appointment approved by the shareholders EoGM dated
Mr. Manjunath Navak	10/08/2005	Whole Time Director	August 03.2022
Mrs. Meeta Nayak	10/08/2005	Director (NonExecutive)	August 03.2022
Mr. Niranjan Nayak	10/08/2005	Whole Time Director	August 03.2022
Mr. Naresh Nayak	10/08/2005	Managing Director	August 03.2022
Ms. Priyanka Moondra Rathi	08/08/2022	Director (Independent Category)	August 19, 2022
Ms. Mayuri Bipinbhai Rupareliya	08/08/2022	Director (Independent Category)	August 19, 2022

The Independent Directors have been appointed for a period of five years (first term).

The Board of Directors have appointed Mr. Niranjan Nayak as Chief Financial Officer of the Company w.e.f. August 01,2022.

The Board of Directors have appointed Ms. Aishwarya Kachhwaha as Company Secretary and Compliance Officer for the Company w.e.f. January 05, 2024.

Necessary forms in connection with the above have been filed with Ministry of Corporate Affairs.

Declaration by the Independent Directors:

The Company has received the necessary declarations from each of the Independent Directors under section 149(7) of the Companies Act 2013 that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013.

During the year, the non-executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses incurred by them to attend the meetings of the Com pa ny.

2. BOARD MEETINGS AND COMMITTEE MEETINGS:

BOARD MEETINGS

During the year Ten (10) Board Meetings were convened and held the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the dates were as follows:

Dates of Board Meeting(s)	No. of Directors Attended
1. April 01, 2024	Six (6)
2. May 17, 2024	Six (6)
3. May 30, 2024	Six (6)
4. August 31,2024	Six (6)
5. November 01, 2024	Six (6)
6. November 14. 2024	Six (6)
7. December 20, 2024	Six (6)
8. January 08,2025	Six (6)
9. February 19,2025	Six (6)
10. March 12, 2025	Six (6)

AUDIT COMMITTEE MEETING

The Audit Committee comprises of2 Independent Directors Mrs Priyanka Moondra Rathi and Ms. Mayuri Bipinbhai Rupareliya and one Non-executive Director Mrs. Meeta Nayak. The terms of reference of the Committee have been duly approved by the Board of Directors and adopted by the audit Committee. All the recommendations of the Committee were accepted by the Board.

During the year Five (5) Audit Committee Meetings were convened and held the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the dates were as follows:

Sr. Dates of Board No. Meeting(s)	No. of Directors Attended	Mrs. Priyanka Moondra Rath	Mrs. Mayuri Bipinbhai Rupareliya	Mrs. Meeta Nayak
	Whether Attended or not
1. May 30,2024	3	Yes	Yes	Yes
- August 31, L 2024	3	Yes	Yes	Yes
_ November 01, J 2024	3	Yes	Yes	Yes
. November 14, 4 2024	3	Yes	Yes	Yes
. February 14, b 2025	3	Yes	Yes	Yes

STAKE HOLDERS RELATIONSHIP COMMITTEE MEETING

The Stakeholders Relationship Committee comprises of 2 Independent Directors Mrs. Priyanka Moondra Rathi and Mrs. Mayuri Bipinbhai Rupareliya and one Non-executive Director Mrs. Meeta Nayak.

During the year Two (2) Stakeholder Relationship Committee Meetings were convened and held the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the dates were as follows:

Sr. Dates of No. Board Meeting(s)	No. of Directors Attended	Mrs. Priyanka Moondra Rathi	Mrs. Mayuri Bipinbhai Rupareliya	Mrs. Meeta Nayak
		Independent Director	Independent Director	Non Executive Director
	Whether Attended or not
1) May 30. 2024	3	Yes	Yes	Yes
2 )November 14, 2024	3	Yes	Yes	No

NOMINATION AND REMUNERATION COMMITTEE MEETING

The Nomination and Remuneration Committee comprises of 2 Independent Directors Mrs. Priyanka Moondra Rathi and Mrs. Mayuri Bipinbhai Rupareliya and one Non-executive Director Mrs. Meeta Nayak. The terms of reference of the Committee have been duly approved by the Board of Directors and adopted by the Nomination and Remuneration Committee. All the recommendations of the Committee were accepted by the Board.

During the year One (1) Nomination and Remuneration Committee Meetings were convened and held the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the dates were as follows:

Sr. Dates of No. Board Meeting(s)	No. of Directors Attended	Mrs. Priyanka Moondra Rathi	Mrs. Mayuri Bipinbhai Rupareliya	Mrs. Meeta Nayak
	Whether Attended or not
1 May 30. 2024	3	Yes	Yes	Yes

BOARD EVALUATION

The annual evaluation of Directors, the Board and also the Committees was conducted without the participation of the Director being evaluated on the basis of certain criteria recommended by the Nomination and RemunerationCommittee and adopted by the Board.

Pursuant to the provisions of the Companies Act, 2013, Independent Directors at their meeting without the participation of the Non-independent Directors and Management, considered/evaluated the Boards performance, Performance of the Chairman and other Non Independent Directors. The Board have undergone a formal review which comprised Board effectiveness survey, 360 degree and review of materials. This resulted in a full Board effectiveness report and Directors feedback. This is further supported by the Chairmans Annual Director Performance Review. The Board subsequently evaluated its own performance, the working of its Committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director). The criteria for performance evaluation have been detailed in the Corporate Governance Report.

CHANGE IN DIRECTORS AND KEY MANAGEMENT PERSONNEL

During the year there has been no change in the Independent Directors ofthe Company.

Duringthe year there has been no change in Company Secretary ofthe Company.

The meeting of Independent Directors was held on January 05, 2025 as per the terms of requirement of Schedule IV of the Act. Independent Directors have furnished Declaration of Independence stating that they meet the criteria of Independence as provided under Section 149(6) of the Companies Act, 2013 including any amendment thereof

Declaration by the Independent Directors: All Independent Directors ofthe Company have given declarations under Section 149(7) ofthe Act, that they meet the criteria of independence as laid down under Section 149(6) ofthe Act. The Board is ofthe opinion that the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the Act as well as the Rules made thereunder and are independent of the Management. Lastly during the year, the non-executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses incurred by them to attend the meetings ofthe Company.

XIV. RELATED PARTY TRANSACTIONS:

There contracts / arrangements / transactions entered by the Company during the financial year with related parties are disclosed in form A0C-2that is attached as Annexure B.

Unsecured Loans from Directors:

Duringthe year under review,the Company has not accepted an unsecured loan from the Directors or their relatives.

XV. SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 ofthe Companies Act, 2013 read with Rule 9 ofthe Companies (appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had engaged M/s Aabid & Co, Practising Company Secretary, Mumbai, to conduct the secretarial audit in the Company for the financial year 2024-25. The Secretarial Audit Report (In Form MR-3) is attached as Annexure - D to this Report.

The Secretarial Auditors report hasthefollowing qualification in the report issued for the period under review:

The Company had filed a couple of e-forms beyond the prescribed due date as provided under the Companies Act, 2013 read with the relevant rules framed thereunder;

Management response: The qualification of the Secretarial auditors is self-explanatory. The Company now has a system in place to avoid filings beyond the prescribed timelines under the

Companies Act, 2013.

XVI. COSTAUDITORS

As the turnover of the Company is less than the threshold limit as per Section 148 of the Companies Act 2013 read along with the said rules, there was no requirement for appointment of Cost Auditor for the financial year 2024-25.

XVIL PI RECTORS RESPONSI El LITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors makethe following statements interms of Section 134(3) (c) of the Companies Act, 2013:

1. That in the preparation of the annual financial statements for the year ended March 31, 2025; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgment 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 at March 31,2025 and of the profit of the Company for the year ended on that date;

3. 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.

4. Thatthe annual financial statements have been prepared on a going concern basis;

5. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

5. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Disclosure on compliance with Secretarial Standards:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and such systems are adequate and operating effectively.

XVIII. INTERNAL FINANCIAL CONTROLS

The Company has duly established and maintained its internal controls and procedures for the financial reporting and evaluated the effectiveness of Internal Control Systems. The internal control systems are commensurate with the size, scale and complexity of its operations.

Internal & Concurrent audit: The Company conducts its Internal and Statutory audit within the parameters of regulatory framework which is well commensurate with the size, scale, and complexity of its operations. The Internal Auditors monitor the efficiency and effectiveness of the internal control systems in the Company. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

XIX. INTERNAL AUDIT AND RISK MANAGEMENT

The Company had carried out a risk assessment exercise, which was facilitated by a well-known firm of Consultants when certain risks were identified for the Company. A mitigation plan was also drawn up. The Audit Committee reviews risks from time to time and instructs the mitigation steps, if any, required to eliminate/ minimize the risk/s on on-going basis. The Audit Committee has additional oversight in the areas of financial risks and controls. As per section 138 and other applicable rules (including any statutory modification) of the Companies Act 2013 the Company has appointed M/s. D G M S and Associates Chartered Accountants as Internal Auditors of the Company for the financial year 2024-25. Pursuant to Section 134(3) (n) of the Companies Act, 2013, Company has formulated Risk Management Policy.

XX. VIGIL MECHANISM

The Board has adopted a Whistle Blower Policy which provides a platform to report unethical behavior, actual or suspected fraud, concerns and grievances regarding violation of Code of Conduct of the Company. The policy facilitates direct reporting of concerns to the Chairman ofthe Audit Committee. During the year, the Company did not receive any complaints.

XXL POLICY AGAINST SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted a policy against Sexual Harassment and constituted Internal Compliant Committee in terms of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company did not receive any complaint.

The following is a summary of Sexual Harassment complaints received and disposed off during the year under review:

No. of cases at the start of the year	No. of cases received during the year under review	No. of cases disposed off during the year under review	No. of cases at the end of the year
NIL	NIL	NIL	NIL

XXII. DISCLOSURES

Your Directors state that no disclosure or reporting is required

in respect of the following items, as the same are either not

applicable to the Company or relevant transactions or event

have not taken place during the year under review:-

a. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

c. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

d. The provisions of Section 135 read with Schedule VII of the Companies Act 2013, relating to Corporate Social Responsibility is not applicable.

e. Provisions of Section 148 of the Companies Act, 2013 relating to Cost Audit is not applicable.

f. Onetime settlementwith Banks or Financial Institution: There was no instance of one-time settlement with any Bank or Financial Institution.

g. During the year the Company has paid Rs. 3,50,000 towa rds Statutory Audit, Tax Audit, Taxation matter and other services including reimbursement of expenses as detailed below:-

	Rs. lakhs
Statutory Audit	3.50
Total	3.50

h. Proceedings initiated/pending under the Insolvency and Bankruptcy Code, 2016

There is/was no proceeding initiated/pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

i. Compliance with the Maternity Benefit Act, 1961: The

Company remains fully compliant with the Maternity Benefit Act, 1961, along with all its applicable amendments and associated rules. We are committed to fostering a safe, inclusive, and supportive work environment for our women employees. All eligible women employees are provided maternity benefits as mandated by law, which include paid maternity leave, nursing breaks, and protection from dismissal during their maternity period. Beyond legal compliance, the Company is mindful to ensure that maternity is never a ground for discrimination whether in hiring, promotions, orday-to day service conditions.

Our internal systems and HR policies are thoughtfully designed to reflect both the spirit and the letter of the law, ensuring dignity, respect, and care for all women during this important phase of life.

j. The 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:

Not Applicable.

k. Code of Conduct

The Board of Director had approved a Code of Conduct which is applicable to the Board of Directors and Senior Management Personnel of the Company.

It is confirmed that all Directors and Senior Management Personnel have affirmed their adherence to the provisions of the Code of Conduct during the year under review.

l. Corporate Governance

Pursuant to exemption available as per Regulation 15 of the SEBI (LODR) Regulations 2015, the reporting as per Para C, D and E of the Schedule V of said Regulations are not applicable to our Company. The Company has already filed necessary disclosure on the BSE portal stating the non-applicability of various provisions of SEBI (LODR) Regulations 2015.

XXIII. INTERNAL COMPLAINTS COMMITTEE UNDER THE PREVENTION OF SEXUAL HARRASSMENT AT WORK PLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT. 2013 (POSH ACT)

The Company has adopted an Anti Sexual Harassment Policy for prevention, prohibition and redressal of Sexual harassment, pursuant to the provisions of sexual harassment at work place (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaints were received by the

Company pursuant to the aforesaid Act / Policy.

XXIV. HUMAN RESOURCES

The Company understands that employees are vital and valuable assets. Your Directors place on record their sincere appreciation for the valuable contribution made by the employees across all levels of the organization.

XXVI. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS BY COMPANY:

Your Directors state that in compliance of Section 186(4) of Compa nies Act 2013, there are no loans given, investment made or guarantee given or security provided under the provisions of Section 186 of the Companies Act, 2013 except loan to M/s Navbharat Metallic Oxide Industries Private Limited of Rs. 275 lakhs at interest of 12% p.a. This is within the limits under Companies Act. 2013. None of the Directors are interested in this..

XXVII. CORPORATE SOCIAL RESPONSIBILITY fCSR)

As the Net worth / Turnover / Net Profit of your Company is less than the threshold limit of Rs.500 crore / Rs.1000 crore/ Rs.5 crore respectively, Corporate Social Responsibility is not applicable forthe Company.

The Company was also not required to develop adopt any policy on Corporate Social Responsibility during the year under review.

XXVIII. MANAGEMENT DISCUSSION AND ANALYSIS

The industrial gaskets are used various industries such as refineries, power generation, chemical processing, food & pharmaceuticals, and others The gasket segment is projected to register the fastest CAGR ever the forecast period. The gaskets handle pressure and temperature fluctuations, bolt stress relaxation, and creep. In addition, it prevents the ingress or leak of toxic and corrosive chemicals and media. Thus, gaskets are widely used for extreme chemical and temperature demands in the chemical process and aerospace. Non-metallic gaskets are witnessing high demand in automotive electronics, further supplemented by the rising automotive production, particularly in Asia Pacific and Europe. In addition, gaskets manufactured with advanced materials, which are lightweight and offer high functionality, are expectedto drive the demand for non metallic gaskets.

India has now been ranked sixth among the worlds ten largest manufacturing countries. The petrochemical industry contributes about 30% of raw materials to the chemical industry, which is expected to reach USD 300 billion by 2025. Furthermore, factors such as the growing industrial, electrical,

and electronics sectors in the developing economies, including China, India, and ASEAN countries, are further expected to boost the demand for gaskets and seals in the region.

STRENGTH

Your Company is an ISO 9001 & 14001 Certified company. We follow British Standard ("BS"), Deutsches Institut fur Normung (DIN) - German Standard, ASTM ("American Standard"), and American Standard Soc of Mechanical Engineers ("ASMEj quality standards for our range of products.

The diversified products include four major categories:

1. Compressed Fibre Jointing Sheets / Gaskets

2. Gland Packing & Ropes

3. Fabric Expansion Joints

4. Technical and Heat Resistance Textiles

All the products aremanufactured in-house at our manufacturing facilities, which enables us to have an effective control over the manufacturing process and to ensure consistent quality of our products.

The manufacturing unit is strategically located at Panvel providing us with strategic and operational advantages and has a well-equipped laboratory, modern technology and testing equipment with supporting environmentandfacilities.to ensure that the products conform to the pre-determined standards.

The Company is in the process of setting up of a plant in The Company is proposing to expand its business by setting up of a plant for manufacture of Gasket, Industrial Bellows, Chemicals in Vadgoan Taluk, Khalapur District, Raigad Maharashtra. The Company has purchased land aggregating to 1.52.30 hectares of land at a cost of Rs. 595 lakhs. The cost of the project is estimated at Rs.1600 lakhs as is being funded by term loan of Rs. 431 lakhs from ICICI Bankand balance byway of Preferential issue of warrants and internal accruals. In addition, your Company has been allotted land admeasuring 4000 sq meters in MIDC Ambernath on 21^st May 2025.

Your Company has a dedicated in-house Research & Development Faboratory ("R&D") which undertakes rigorous testing and quality management. Our dedicated R&D team tests the raw materials procured and the products manufactured. The R&Dteam is instrumental in maintainingthe high quality of our products

WEAKNESS

Your Company depends on a number of suppliers within India

and abroad, for procurement of raw materials required for manufacturing our products and the cost of raw materials is about two thirds of the revenue.

Your Company has not entered into long term contracts with suppliers and prices for raw materials are normally based on the quotes that the Company receives from various suppliers. Inadequate and timely unavailability substandard quality ofthe raw materials used in the manufacture of our products, could have a material adverse effect our business.

Your Company maintains a constant relationship with the suppliers and also is constantly on the look-out for various alternative sources for sourcing of good quality and cheaper materials.

OPPORTUNITY

The India industrial gaskets market witnessed a healthy growth in the historical period of 2017-2021. The India industrial gaskets industry is expected to grow at a CAGR of 6% in the forecast period of 2022-2027.

India has now been ranked sixth among the worlds ten largest manufacturing countries. The petrochemical industry contributes about 30% of raw materials to the chemical industry, which is expected to reach USD 300 billion by 2025. Furthermore, factors such as the growing industrial, electrical, and electronics sectors in the developing economies, including China, India, and ASEAN countries, are further expected to boost the demand for gaskets and seals in the region.

The Company is in the process of setting up of a plant in The Company is proposing to expand its business by setting up of a plant for manufacture of Gasket, Industrial Bellows, Chemicals in Vadgoan Taluk, Khalapur District, Raigad Maharashtra. The Company has purchased land aggregating to 1.52.30 hectares of land at a cost of Rs. 595 lakhs. The cost ofthe project is estimated at Rs.1600 lakhs as is being funded by term loan of Rs.431 lakhs from ICICI Bank and balance by way of Preferential issue of warrants and internal accruals. In addition, your Company has been allotted land admeasuring 4000 sq. meters in MIDC Ambernath on 21¹ May 2025.

Your Company is in the process of setting up an additional manufacturing facility at Anand Nagar, MIDC Ambernath, admeasuring 4000. Sq meter for expansion of business and manufacture of all types of "Asbestos Free" Gaskets sheets for Automotive, Steel and other process unit.

THREATS

YourCompanys products are used by some well-known industrial houses in Petrochemical, Pharmaceutical, Power, Steel, Cement,

Chemical, Gas and Process industry. The customers include large corporate houses who account for about two thirds of our revenue from operations. The loss of any significant clients would have a material effect on our financial results.

Your Company values customers and is constantly striving to create value for our customers through products offered and committed deliveries.

XXIX. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future:

There were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in the future.

XXX. Details of Subsidiaries, Joint Ventures or Associate Companies:

The Company does not have any subsidiaries, joint ventures, or associate Companies during the year under review. Further, during the year under review, no Company has become or has ceased to be a Subsidiary, Joint Venture or Associate Company of Rex Sealing.

XXXI. Director liable to retire by rotation:

In accordance with the provisions of Companies Act, 2013, Ms. Meeta Manjunath Nayak (DIN: 2 6 0 6944), Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, is seeking re-appointment. The Board recommends her re-appointment.

XXXII. Statement on remuneration of employees of the Company:

The Company has 3 (Three) Executive Directors, one of whom is the Managing Director ofthe Company.

(a) The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

Employed throughout the year Nil

Employed for part ofthe year Nil

(b) The remuneration paid to all key management personnel was in accordance with remuneration policy adopted by the Company.

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered office ofthe Company during

business hours on working days of the Company uptothe date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance at

compliance@rexsealing.com

The Company had 27 (Twenty seven) employees as on March 31,2025 out of which 2 are Female employees and 25 are Male employees.

None of the employees hold (by himself/herself or along with his/her spouse and dependent children) more than two percent of the Equity Shares of the Company

XXX. ACKNOWLEDGEMENTS:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year.

The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

FOR AND ON BEHALF OF THE BOARD
REX SEALING & PACKING INDUSTRIES LIMITED
Naresh Nayak	Niranjan Nayak
Managing Director	Whole Time Director and Chief Financial Officer
DIN: 00 347765	DIN: 02606926
Aishwarya Kacchhwaha
Company Secretary
Membership No.:51475
Place: Mumbai
Date: September 03, 2025