Sellowrap Industries Ltd Directors Report

To

The Members,

The Directors present their Report on the Business operations of the Company along with the Audited Statement of Accounts for the year ended 3 Ist March, 2024.

1. Financial Highlights:

(Rs. In Lacs)

2. Companys Affairs:

During the period of its operations, the revenue of company is Rs. 13,909.24 Lacs. Company has recorded profit/ (loss) befoie lax of Rs. 627.26 Lacs and after deduction of tax expenses amounting to Rs. 169.94 Lacs, the Net Profit after tax of Rs. 454.93 Lacs has been transferred to Receives & Suiplus.

3. Amounts Transferred to Reserves:

Your Directors do not propose any amount to be transferred to the Reserves for the year ended 31st March, 2024.

4. Dividend:

In order to conserve reserves, your directors do not recommend any dividend on the Paid- up Share Capital of the Company for the period ended 31st March, 2024.

5. Annual Return:

The annual return of the Company can be accessed at www.selIowrap.com.

6. Number of Meeting of the Board:

During the financial year 2023-24, 10 meetings of the Board of Directors of the Company were held on 10? April, 2023, 10lh July, 2023, 13lh July, 2023, 14th August, 2023, 21s1 August, 2023, 21s September, 2023, 17U October, 2023, 18,h November. 2023, 13th December, 2023 & 22nd March, 2024.

7. Directors Responsibility Statement:

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the same period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis;

c) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that these are adequate and are operating effectively.

8. Changes in share Capital, if any;

There has been no change in the authorized share capital during the year.

9. Details of Directors and Key Managerial Personnel:

"RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 ("the Act") (including the statutory modifications re-enactment thereof for the time being in force) and the Companies (Appointment and Qualifications of Directors) Rules, 2014 and on recommendation of the Board of directors of the Company, and with the consent of the Members of the Company Mr. Amit Gupta (DIN: 00155629) was appointed as Non-Executive Director of the Company w.e.f. 30th August, 2024.

Ms. Pooja Poddar, directors of the Company have tendered their resignation from the directorship w.e.f. 30th April, 2024. The Board placed on record their appreciation for the valuable services rendered by Ms. Pooja Poddar.

Except the above, there was no change on the Board and KMP of the company, during the year under review.

None of the Directors of the Company is disqualified for being reappointed as a Director as specified under Section 164 of the Companies Act, 2013.

10. Auditors:

M/s V B Jain & Co, Chartered Accountants, the statutory auditors of the Company -who holds office till the conclusion of the ensuing AGM and are eligible for re-appointment. Pursuant to the provisions of section 139(1) of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint. M/s V B Jain & Co., Chartered Accountants as statutory auditors of the Company for a further period of five years from the conclusion of the forthcoming AGM till the conclusion of Annual General Meeting to be held in the year 2028.

The Members are requested to consider their re-appointment.

11. Auditors Report:

Observations made in the Auditors Report read with the relevant notes in Notes on Accounts are self-explanatory and therefore, do not call for any further comments under section 134(3) (f) of the Companies Act 2013.

12. Deposits:>

Company has not accepted any deposits within the meaning of Section 73 of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

13. Particulars of Loan, Guarantees and Investments under Section 186:

The details of the loan, guarantee, securities provided and investments made by company are given in the notes to the financial statements.

14. Particulars of Contracts or Arrangements with Related Parties:

During the financial year, Transaction entered by the company with related parties was in the ordinary course of business and on an arms length basis, the details of transaction are annexed to this report in Annexure -1.

15. Material changes affecting the Financial Position of the Company:

No material changes and commitments affecting the financial position of the Company- occurred between the ends of the financial year to which these financial statements relate on the date of this report.

16. Particulars of the Companys Subsidiaries, Joint Ventures and Associate Company;

M/s. Sellowrap EPP India Private Ltd. is an Associate of the Company. Further, during the year, no company ceased to become subsidiary, associate or joint venture of the Company.

In compliance with the requirements of the provisions of Section 129(3) read with Rule 5 of Companies (Accounts) Rules, 2014 a Statement in Form AOC-1 containing the salient features of finnnr.ini statements in respect uf M/s. Sellowrap EPP India Private Ltd, Associate Company, has been enclosed with the financial statements.

17. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:

Enclosed with this report as Annexure 11.

18. Particulars of Employees:

Being a Private Limited Company disclosure to be given towards details of employees drawing salary exceeding the limits prescribed under Section 197 of the Companies Act

2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. is not applicable to the Company.

19. Internal Control Systems and Their Adequacy:

As a part of the effort to evaluate the effectiveness of the internal control systems, your Companys internal control system reviews all the control measures on periodic basis and recommends improvements, wherever appropriate. The Company has in place adequate internal control systems and procedures commensurate with the size and nature of its business. These systems and procedures provide reasonable assurance of maintenance of proper accounting records, reliability of financial information, protections of resources and safeguarding of assets against unauthorized use. The management regularly reviews the internal control systems and procedures.

20. Business Risk Management:

Pursuant to section 134 (3) (n) of the Companies Act, 2013, the company has assessed the business risk associated with the Company.

At present the company has not identified any element of risk which may threaten the existence of the company.

21. Corporate Social Responsibility:

The said provisions of the Corporate Social Responsibility are not applicable to the Company during the year, however the Company had voluntarily spent an amount of Rs. 13.90 Lakhs towards the CSR expenditure.

22. Disclosure under Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Entire staff in the Company is working in a most congenial manner and there are no occurrences of any incidents of sexual harassment during the year.

23. Significant and material order passed bv the regulator or court:

No significant and material order was passed by the regulator or court during the financial year.

24. Particulars of change in nature of business:

There was no change in the nature of business of the Company during the year.

25. Compliance with Secretarial Standards:

The Company has complied with the applicable secretarial standards issued by The Institute of CompanicsSecretaries of India.

26. Details of application made or any proceeding pending under the Insolvency and Bankruptcy code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year:

There are no appliculium; inudo or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (21 of 2016) during the financial year.

27. IIHails 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:

There was no such occurrence in company during the year under review.

28. Acknowledgement:

We take the opportunity to express our deep sense of gratitude to the Companys Bankers, and other government authorities. Wc would like to place on leuurtl our appreciation of the sincere efforts made by the employees at all levels of the organization.