Rex Sealing & Packing Industries Ltd Directors Report

To,

The

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, 2024.

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:-

	Financial Year ended – AMOUNT IN (Rs. In 000s)
Particulars	31/03/2024	31/03/2023
Total Income	3,06,749	2,54,626
Total Expenditure	2,70,920	2,49,358
Net Profit before Tax	35,829	5,268
Current Tax	10,119	1,724
Provision for Income Tax including short provision for earlier years	-	-
Deferred Tax	1,180	390
Net Profit After Tax	2,453	3,154
Profit( Loss) for the year	2,453	3,154
Profit(Loss) bought forward from previous year	1,03,090	62,636
Reserves	1,27,820	1,03,090

Financial Performance:

During the year under review the company has carried out business and has registered a turnover of Rs. 3067.49 lacs as compared to the previous years turnover of Rs. 2546.26 lacs.

The Company is in the process of setting up of a plant in Thane

Maharashtra which will be funded in a combination of equity and Debt and is in discussion with Government Authorities.

The Company is proposing to raise additional funds to strengthen its balance sheet, have access to long term resources to meet its growth requirements and for general corporate purposes. Towards achieving it, the Board of Directors have proposed issue of Warrants on preferential basis to a select group of non-promoters and have sought approval of the shareholders. Necessary details of the proposed issue have been detailed in the Notice to this Annual General Meeting. Suitable approval for increase in the Authorized Share Capital of the Company and consequent amendments in the Memorandum and Articles of Association has been sought from the Shareholders of the Company.

Members are requested to refer to the Notice to this Annual General Meeting.

The Company shall utilize the proceeds from the preferential issue of Warrants to fund the capital requirement for the purpose of capital expenditures, de-bottlenecking capital expenditure, logistics infrastructure, optimizing plants to 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

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 re-designation of its Board Members vide resolution dated August 01, 2022. 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.

The Company applied for listing under the BSE SME segment for which the Company opened an IPO on 30^th December, 2022 for issue of 5,90,000 shares at a price of Rs. 135 per share and the shares were listed on the exchange on January 12, 2023. The Company has thereafter complied with all the regulatory requirements of SEBI.

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, 2024.

VI. SHARE CAPITAL

During the year, there has been no changes in the Share Capital of the Company during the financial year 2023-24.

Your Company has appointed M/s Bigshare Services Private Limited as Registrar and transfer agents. All the shares 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 15, 2022 for a period of five 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 per the Companies Act, 2013 and rules there under applicable for companies a Firm (Practicing Chartered Accountant Firm) shall be appointed/re-appointed for a period of maximum two terms of five 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. 4 crores or such a higher amount specified not exceeding more than Rs. 40 crores.

Since your Company is a listed Company, the provisions for Rotation of Auditors are applicable. This is the first 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 2023-

24.

XI. EXTRACT OF ANNUAL RETURN:

Pursuant to 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, 2024 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.1,38,05,556/- (Previous Year Rs. 1,23,61,057/-) Foreign exchange Outgo: Rs. 8,26,86,388/- (Previous Year Rs. 9,80,43,411/-)

(d) Expenditure on Research & Development: Rs. NIL (P.Y. NIL). XIII. DIRECTORS: 1. CHANGE IN DIRECTORSHIP OF THE 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 Nayak	10/08/2005	Whole Time Director	August 03,2022
Mrs. Meeta Nayak	10/08/2005	Director (Non- Executive)	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 January 05, 2024.

During the year Ms. Saloni Patwa Company Secretary resigned on October 06, 2023. Ms. Shruti Acharya who was appointed as Company Secretary on October 07, 2023 also resigned on November 27, 2023.

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

2. BOARD MEETINGS AND COMMITTEE MEETINGS:

BOARD MEETINGS

During the year Seven (7) 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:

Sr. No.	Dates of Board Meeting(s)	No. of Directors Attended
1	May 30, 2023	Six (6)
2	August 14, 2023	Six (6)
3	September 04, 2023	Six (6)
4	October 06, 2023	Six (6)
5	November 14, 2023	Six (6)
6	January 05, 2023	Six (6)
7	March 20, 2024	Six (6)

AUDIT COMMITTEE MEETING

The Audit Committee comprises of 2 Independent Directors Mrs.

Priyanka Moondra Rathi and Ms. Mayuri Bipinbhai Rupareliya and one Non-executive Director Mrs. Meeta Nayak.

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. No.	Dates of 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, 2023	3	Yes	Yes	Yes
2.	August 14,2023	3	Yes	Yes	Yes
3.	November 14, 2023	3	Yes	Yes	Yes
4.	January 05, 2024	3	Yes	Yes	Yes
5.	March 20, 2024	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 Three (3) 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. No.	Dates of Board Meeting(s)	No. of Directors Attended	Mrs. Priyanka Moondra Rathi Independent Director	Mrs.Mayuri Bipinbhai Rupareliya Independent Director	Mrs. Meeta Nayak Non- Executive Director
			Whether Attended or not
1	May 30, 2023	3	Yes	Yes	Yes
2	August 14, 2023	3	Yes	Yes	Yes
3	November 14, 2023	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.

During the year Three (3) 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. No.	Dates of Board Meeting(s)	No. of Directors Attended	Mrs. Priyanka Moondra Rathi	Mrs.Mayuri Bipinbhai Rupareliya	Mrs. Meeta Nayak
		Whether Attended or not
1	August 14, 2023	3	Yes	Yes	Yes
2	October 07, 2023	3	Yes	Yes	Yes
3	January 05, 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 Remuneration Committee 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. TheBoard 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.

Board subsequently evaluated its own performance, the 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 of the Company. During the year there has been change in Company Secretary of the Company.

# Name	Remarks
1. Ms. Saloni Patwa	Resigned on October 06, 2023
2. Ms. Shruti Acharya	Appointed on October 07, 2023
	Resigned on November 27, 2023
3 Ms. Aishwarya Kachhwaha	Appointed on January 05, 2024

The meeting of Independent Directors was held on January

05, 2024 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.

XIV. RELATED PARTY TRANSACTIONS:

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

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had engaged M/s Aabid & Co, Practising Company Secretaries, Mumbai, to conduct the secretarial audit in the Company for the financial year 2023-24. The

Secretarial Audit Report (In Form MR-3) is attached as Annexure - D to this Report.

XVI. COST AUDITORS

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 2023-24

XVII. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms 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, 2024; 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, 2024 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. That the 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.

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

XVIII. INTERNAL FINANCIAL CONTROLS

In view of the suspension of business operation and constraint of resources, the processes and procedures are curtailed to ensure minimal administrative expenses. The Company adopted policies and procedures to extent required to ensure safeguarding of its assets, prevention of frauds, completeness of accounting records and timely preparation of reliable financial information. The internal financial controls are reviewed periodically and its weakness found, if any, is reported to Audit Committee from time to time.

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 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 2023-24. 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 of the Audit Committee. During the year, the Company did not receive any complaints.

XXI. POLICY AGAINST SEXUAL HARASSMENT ATWORKPLACE

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.

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 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.

During the year the Company has paid Rs. 3,50,000 towards 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

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 Companies 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..

XXVII. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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 for the Company.

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 over 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 expected to 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 f?r Normung (DIN) - German Standard, ASTM (“American Standard”), and American Standard Soc of Mechanical Engineers (“ASME”) 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 are manufactured 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 equipments with supporting environment and facilities, to ensure that the products conform to the pre-determined standards. 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. Your Company has a dedicated in-house Research & Development Laboratory (“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&D team is instrumental in maintaining the 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 of the 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.

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

Your Companys 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. 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.

XXX:- OTHER DISCLOSURES

General Body Meetings: Details of the Annual General Meetings held during the preceding three years are given below:

Year	Location	Mode	Date	Time
2020-21	Mumbai	physical at the registered office of the Company	September 30, 2021	11 am
2021-22	Mumbai	physical at the registered office of the Company	September 30, 2022	11 am
2022-23	Mumbai	physical at the registered office of the Company	31 September 2023	5.00 pm

Extra Ordinary General Meeting: During the year, no Extra Ordinary General Meetings were held.

Means of Communication: The Company recognizes the importance of two-way communication with shareholders and of giving a balanced reporting of results and progress and responds to questions and issues raised in a timely and consistent manner. Shareholders seeking information may contact the

Company directly throughout the year. They also have an opportunity to ask questions in person at the Annual General Meeting. Some of the modes of communication are mentioned below:

Half yearly Results The approved financial results are forthwith sent to the Stock Exchanges where the shares are listed and are displayed on the Companys website www.rexseal.com and are published in Business Standard (English) and Tarun Bharat (Marathi), within forty-eight hours of approval thereof. Website :- All the information and relevant policies to be provided under applicable regulatory requirements are available on the website of the company www.rexseal.com in a user-friendly form.

Designated Email ID: The Investors can register their grievances and complaints on the email id of the compliance@rexseal.com. This email id is displayed on the companys website www.rexseal.com.

SEBI Complaints Redressal System (SCORES) SCORES is a system implemented by SEBI which enables investors to lodge their complaints electronically on the SEBI website. The investor complaints are processed in a centralized web-based complaints Redressal system. The salient features of this system are centralized database of all complaints, online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status.

Compliance Certificate: The Company has complied with the mandatory requirements as stipulated under the Listing Regulations. M/s Aabid & Co,

Practicing Company Secretaries, have issued the MR-3 certification.

Monthly High Low of Share Price movements

Month	High	Low
April 2023	143.00	135.00
May 2023	151.75	118.00
June 2023	125.00	95.00
July 2023	105.00	100.00
August 2023	115.75	101.75
September 2023	109.00	100.00
October 2023	128.10	100.00
November 2023	138.00	109.00
December 2023	122.00	84.60
January 2024	137.00	96.25
February 2024	144.10	104.15
March 2024	110.25	93.25

MD and CFO Certification:

The issued a certificate in terms of Regulation 17(8) of the Listing Regulations, certifying that the financial statements do not contain any materially untrue statement and these statements represent a true and fair view of the

Companys affairs. They also certify the accuracy of the financial results while placing results before the Board.

a Annual General Meeting	Friday 27th September 2024 at 4.00 PM in physical mode
b. Registered Office address	A-207, 2nd Floor, Plot No 711, Byculla Service Industries D.K Road, Ghodapdeo, Byculla East, Mumbai-400027
c Address for correspondence with the company	As above
d Dividend payment date	Not applicable
e Name of stock exchange at which the Equity Shares of the company are listed	BSE SME Segment
f Stock Code	543744
g Registrar and Transfer Agents	Bigshare Services Pvt Ltd
	PINNACLE BUSINESS PARK,
	Office No S6-2, 6th, Mahakali
	Caves Rd, next to Ahura
	Centre, Andheri East, Mumbai,
	Maharashtra 400093

Share Transfer System: For administrative convenience and to facilitate speedy approvals, authority has been delegated to the Share Transfer Agents (RTA) to approve share transfers. Share transfers / transmissions approved by the RTA and/or the authorized executives are placed at the Board Meeting from time to time. In case of shares in electronic form, the transfers are processed by NSDL / CDSL through respective Depository Participants.

All shares are in dematerialised mode. The Company obtains from a Company Secretary in Practice, half-yearly certificate of compliance with the share transfer and other formalities as required under Regulation 40 of the Listing

Regulations and files a copy of the certificate with the Stock Exchanges. Code of Conduct: The Board has laid down a Code of Conduct and Ethics for the Members of the Board and Senior Management Personnel of the Company.

All Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the financial year 2023-24.

Requisite declaration signed by Mr. Naresh Nayak , Managing Director to this effect is given below.

Compliance with the Code of Business Conduct and Ethics

As provided under Regulation 26 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all Board Members and Senior

Management Personnel have affirmed compliance with Rex Code of Business

Conduct and Ethics for the year ended 31st March, 2024.

Copies of the aforementioned Codes have been put on the Companys website and can be accessed at www.rexseal.com

Other Disclosures: y All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the Listing Regulations during the financial year 2023-24 were undertaken in compliance with the aforesaid regulatory provisions; y There were no materially significant during the financial year which were in conflict with the interest of the

Company; y The register of contracts is placed before the Board/Audit Committee regularly. y There has been no non- compliance by the company on any matter related to capital markets. Hence, the question of penalties or strictures being imposed by SEBI or Stock Exchange or any other regulatory authority does not arise. y The Company has not raised any funds through preferential allotment or qualified institutions placement. y The Board of Directors confirm that they have accepted all the recommendations received from all its Committees. y No securities of the Company have been suspended during the year. y The Company has adopted Policy on Prevention of Sexual Harassment at Work Place as required by The Sexual Harassment of Women at the Workplace (Preservation, Prohibition & Redressal) Act, 2013. The

Company has not received any complaints during the FY 2023-24. y M/s. Aabid & Co, Practicing Company Secretaries have conducted

Secretarial Audit of the Company for the Financial Year 2023-24. The

Secretarial Audit Report forms part of the Directors Report. y The Company has paid Annual Listing Fees for the Financial Year 2023-

2024.

The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments in the past and hence as on 31st March, 2024 the Company does not have any outstanding GDRs/ADRs/Warrants or any convertible instruments.

Policy Determining Material Subsidiaries and Related Party Transactions:

The Company has adopted the policy on determining material subsidiaries and Policy on dealing with related party transactions. Disclosure on Material Related Party Transactions: All transactions entered into by the Company with related parties were in the ordinary course of . business and at arms length pricing. As mandated under the Companies Act, 2013 as also the SEBI (LODR) Regulations, 2015 all the related party transactions were duly reviewed by the Audit Committee of the Board and approved by the Board of Directors of the Company.

There are no related party transactions or modifications of the existing contracts or arrangements with related parties which are required to be disclosed in the Boards Report. Credit Rating: During the year Company has not obtained credit rating from any of credit rating agency.

The credit rating by external rating agencies is not compulsory from regulatory capital perspective, if the maximum aggregate exposure to one counter party does not exceed the threshold limit of 7.5 crore.

Plant Location: Plot No. M- 44, M. I. D. C. Industrial Area, Taloja, Tal., Panvel, Maharashtra 410208 Compliance with Mandatory Requirements and adoption of Non-Mandatorytransactionswithrelated parties Requirements: The Company has complied with all mandatory of the Listing Regulations.

The Company has adopted the following non-mandatory requirements of

Regulation 27(1) read with Part E of Schedule II of the Listing Regulations:

(a) Modified opinion(s) in audit report: The Company is Not in the regime of financial statements with modified audit opinion (b) Reporting of Internal Auditor: The Internal Auditor reports directly to the

Audit Committee.

Disclosures of compliance with Corporate Governance requirements specified in Regulation 17 to 27 and Regulation 46(2) (b) to (i) of the Listing

Regulations:

No. Particulars	Regulation	Compliance status Yes/ No/N.A.	Compliance observed for following:
1 Board of Directors	17	Yes	- Board Composition
			- Meeting of Board of Directors
			- Review of compliance reports
			- Plans for orderly succession for appointments
			- Code of Conduct or all members of board of directors and senior management
			- Fees / compensation
			- Minimum information to be placed before the Board
			- Compliance Certificate
			- Risk Assessment & Management
			- Performance Evaluation of Independent Directors
2 Audit Committee	18	Yes	- Composition
			- Meeting of Audit Committee
			- Role of Audit Committee and review of information by the Committee
3 Nomination and remuneration committee	19	Yes	- Composition
			- Role of the Committee
			- Meeting of Nomination & Remuneration Committee
			- Role of Nomination & Remuneration Committee
4 Stakeholders Relationship Committee	20	Yes	- Composition
			- Role of the Committee
			- Meeting of Stakeholders Relationship Committee
			- Role of Stakeholders Relationship Committee
5 Risk Management Committee	21		- The in the list of top 500 listed entities by market capitalization
6 Vigil Mechanism	22	Yes	- Formulation of Vigil Mechanism for Directors and employees
			- Direct access to Chairperson of Audit Committee
7 Material Related Party transactions	23	Yes	- Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions
			- Related Party Transactions of the Company are pursuant to contracts duly approved by the Audit Committee, Board of Directors and Shareholders of the Company
			- Review of transactions pursuant to aforesaid contract
8 Corporate Governance requirements with respect to subsidiary of listed entity	24	N.A	- The Company does not have any subsidiary
9 Obligations with respect to Independent Directors	25	Yes	- Maximum Directorship and Tenure
			- Meeting of Independent Directors
			- Familiarization of Independent Director
10 Obligations with respect to employees including senior management, key managerial persons, directors and promoters	26	Yes	- M e m b e r s h i p s / Chairmanships in Committees
			- Affirmation compliance to Code of Business Conduct and Ethics from Directors and Management Personnel
			- Disclosure of shareholding by Non- executive Directors
			- Disclosures by Senior Management about potential conflicts of interest
			- There is no agreement entered by the employees or KMP Company with is regard not to compensation or profit sharing in connection with dealings in the securities of Company
11 Other Corporate G o v e r n a n c e requirements	27	N.A	- Compliance with d i s c r e t i o n a r y requirements
			- Filing of quarterly compliance report on Corporate Governance is not applicable

DECLARATION PURSUANT TO REGULATION 26(3) OF THE SEBI REGULATIONS:

This is to confirm that the Company has adopted a Code of Conduct for its employees including the Managing Director and Executive Directors. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors.

We, Mr. Naresh Nayak Managing Director and Mr. Niranjan Nayak Whole

Time Director and CFO of the Company, hereby confirm that, the Company has in respect of the year ended 31st March, 2024, received from the Senior Management and Board of Directors of the Company a declaration of compliance with the code of conduct as applicable to them.

CEO/CFO COMPLIANCE CERTIFICATION

Compliance Certificate under Regulation 17(8) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015

We, Mr. Naresh Nayak Managing Director and Mr. Niranjan Nayak Whole Time Director and CFO of the Company do hereby certify to the Board that in respect to the Financial Year ended on 31st March, 2024. We have reviewed the Financial Statements, read with the Cash Flow Statement of the Company and to the best of our knowledge and belief, we state that: a) these statements do not contain any materially untrue statements or omit any material fact or contain statements that might be misleading; b) these statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards, applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Companys code of conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and have disclosed to the Statutory Auditor and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

4. We have indicated to the Statutory Auditor and the Audit Committee – a) Significant changes, if any,(NIL for the control over financial reporting during the year, if any; b) Significant changes in accounting any, (NIL for the year 2023-24) and that the same have been disclosed in the notes to the financial statements; and c) Instances, if any of significant fraud aware and the involvement therein, if any, of the management or an employee having a significant role control system over financial reporting. NIL for the year 2023-

24.

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: 00347765	DIN: 02606926
Aishwarya Kacchhwaha
Company Secretary
Membership No.:51475
Place: Mumbai
Date: August 31, 2024