Sellowrap Industries Ltd Directors Report

Boards Report

Dear Members of Sellowrap Industries Limited.

(Formerly known as Sellowrap Industries Private Limited)

Your Directors have pleasure in presenting before you their 22nd Annual Report of the Company together with the Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended 31st March, 2026.

l. Financial Highlights

The financial performance of your Company for the year ending March 31, 2026 is summarized below:

				(Rs. in Lakhs)
	Standalone		Consolidated
	March 31, 2026	March 31, 2025	March 31, 2026	March 31, 2025
Income:
Revenue from Operations	20,081.65	16,245.01	20,081.65	16,245.01
Other Income	136.20	87.74	136.20	87.74
Total Income	20,217.85	16,332.75	20,217.85	16,332.75
Total Expenses	17,596.93	14,264.29	17,596.93	14,264.29
Profit Before Interest, Depreciation & Taxation	2,620.91	2,068.46	2,620.91	2,068.46
Less: Interest and Finance Charges (net)	313.48	332.85	313.48	332.85
Less: Depreciation	1,019.79	630.26	1,019.79	630.26
Profit Before Tax	1,287.65	1,105.35	1,287.65	1,105.35
Add/(Less) Prior Period Adjustment- Income Tax
Add/(Less): current tax	423.47	349.00	423.47	349.00
Add/ (Less): MAT Credit Entitlement
Add/(Less): Deferred tax	-54.64	-78.23	-54.64	-78.23
Add /(Less): Excess/Short Provision Written back/off	-27.28	-8.85	-27.28	-8.85
Profit After Tax	891.53	825.74	891.53	825.74
Add: Share of Profit from Associate Company	-	-	121.26	135.42
Profit for the year	891.53	825.74	1,012.79	961.16

2. Highlights of performance of Subsidiaries, Associates and Joint Ventures:

		(Rs. in Lakhs)
Particular	Current year ended March 31, 2026	Previous year ended March 31, 2025
Consolidated gross revenues and other income of Subsidiaries, Associates and Joint Ventures	20,217.85	16,332.75
Consolidated net profit/loss of Subsidiaries, Associates and Joint Ventures	1,012.79	961.16

The contribution of subsidiaries, associates and joint venture companies to the overall performance of the Company is as given below:

Sellowrap EEP India Private Limited

			(Rs. in Lakhs)
	Current year ended March 31, 2026	Previous year ended March 31, 2025	Contribution to consolidated performance of the Company for the Current year ended March 31, 2026
Gross revenues and other income	11,838.52	11,798.72	NIL/NA
Net profit/loss	466.38	5 20.86	121.26 (26% on PAT)

3. State of companys affairs and future outlook

During the year under review, the company has made Revenue from Operations of Rs. 20,081.65 Lakhs and Net Profit after Tax of Rs. 891.53Lakhs on standalone basis. The Board of Directors is optimistic about the Companys future prospects and remains confident of its continued growth and development. The Company will continue to focus on strengthening its operations, improving efficiencies, expanding its business opportunities and creating sustainable value for its stakeholders. The Board believes that the Companys progressive growth trajectory is expected to continue in the ensuing financial year. The financial result as reflected in the statement of profit and loss account of the company is self-explanatory.

4. Transfer to reserves

The Company do not propose to transfer any amounts to the reserves for the year under review.

5. Dividend

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the Companys Dividend Distribution Policy, has decided it would be prudent not to recommend any Dividend for the year ended on 31st March, 2026, and the entire surplus be ploughed back into the reserve of the company. The Dividend Distribution Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://sellowrap.com/wp-content/ uploads/2026/06/Dividend-Distribution-Policy.pdf

6. Change in Nature of Business

During the period under review, the Company has not changed its line of business.

7. Material changes and commitments

During the financial year under review, the Company underwent a significant transition from an unlisted public company to a publicly listed company. Pursuant to its Initial Public Offering (IPO) on the SME Platform of the National Stock Exchange of India Limited (NSE Emerge), the Company filed its Red Herring Prospectus and successfully completed the listing process. The equity shares of the Company were listed and admitted to dealings on NSE Emerge with effect from August 1, 2025.

Except as stated above, there have been no material changes or commitments affecting the financial position of the Company that have occurred between the end of the financial year and the date of this Report.

8. Share Capital

During the financial year under review, the Company successfully completed its Initial Public Offering (IPO) and allotted 36,48,000 Equity Shares of Rs. 10/- each at an issue price of Rs. 83 per Equity Share (including a premium of Rs. 73 per Equity Share), aggregating to Rs. 30,27,84,000.

Consequent to the aforesaid allotment, the paid-up equity share capital of the Company increased from Rs. 10,09,62,200 divided into 1,00,96,220 Equity Shares of Rs. 10/- each to Rs. 13,74,42,200 divided into 1,37,44,220 Equity Shares of Rs. 10/- each.

The Equity Shares of the Company were listed on NSE Emerge, the SME Platform of the National Stock Exchange of India Limited, with effect from August 1, 2025.

During the year under review, the Company has not issued any shares with differential voting rights, sweat equity shares, employee stock options or convertible securities.

9. Details of Utilisation of Funds & Statement of Deviation(s) Or Variation(s)

Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations/LODR), there was no deviation/variation in the utilization of proceeds as mentioned in the Prospectus.

10. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Pursuant to the Section 124 applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all the unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, upon completion of seven (7) years.

Further, according to the Investor Education & Protection Fund ("IEPF") Rules, the shares in respect of which a dividend has not been paid or claimed by the Shareholders for seven (7) consecutive years or more shall also be transferred to the Demat account created by the IEPF Authority.

Your Company does not have any unpaid or unclaimed dividends or shares relating thereto which is required to be transferred to the IEPF as on the date of this Report

11. Information about Subsidiary/ JV/ Associate Company

The statement containing salient features of the financial statements and the performance of the Companys joint ventures/ associate companies are given in Form AOC-1 is enclosed as "Annexure I" to this report.

12. Deposits

During the year, the Company has not accepted or renewed any deposits from the public in terms of the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules made there under hence, information regarding outstanding deposits is not required.

13. Details Of Change in Composition of Directors or Key Managerial Personnel

• Constitution of Boa rd:

The Board of the Company comprises Executive, Non-Executive, and Independent Directors. In terms of Section 149 of the Companies Act, 2013, and rules made thereunder and Listing Regulations, the Company has 3 Non-Promoter Non-Executive Independent Directors. In the opinion of the Board of Directors, the Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013, and rules made there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are Independent of Management.

A separate meeting of Independent Directors was held on February 4, 2026 to review the performance of Non- Independent Directors, Committees and the Board as a whole and the performance of the Chairperson of the Company including the assessment of quality, quantity and timeliness of flow of information between Company management and Board that is necessary for the board of directors to effectively and reasonably perform their duties.

The terms and conditions of appointment of Independent Directors and the Code for Independent Directors are incorporated on the website of the Company.

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 and 16(1)(b) of the Listing Regulations confirming that they meet the criteria of Independence as per relevant provisions of the Companies Act, 2013 for the financial year 2025-26. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for Independent Directors and are independent of the Management. All the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

None of the Independent Directors has resigned during the year

• Cessation

During the year under review, there was no cessation from Directorship.

• Key Managerial Personnel

Sr. No	Name of Key Managerial Personnel	Designation
1	Saurabh Poddar	Managing Director
2	Dharampal Gupta	CFO
3	Shrushti Gandhi	Company Secretary and Compliance Officer

There was no change in the composition of the Key Managerial Personnel of the Company during the year under review.

14. Declaration by Independent Directors

The Company has received declaration pursuant to Section 149(7) of the Companies Act, 2013 from each of its Non-Executive and Independent Directors to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013, Regulation 16(1) (b) and Regulation 25 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "Listing Regulations"). These declarations have been placed before and noted by the Board.

15. Familiarization Programme for Independent Directors:

The Company has conducted familiarization programmes for the Independent Directors to enable them to understand and effectively discharge their roles, rights and responsibilities. The programmes covered, inter alia, the nature of the industry in which the Company operates, its business model, operations, governance framework and other matters relevant to their functioning as Independent Directors.

16. Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(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 that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

(e) That the directors laid down internal financial controls to be followed by the Company, and such internal financial controls are adequate and operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

17. Composition of the Board and Various Committees and their Meetings

The Board of Directors, along with its committees, provides leadership and guidance to the Management and directs and supervises the performance of the Company, thereby enhancing stakeholder value.

• Board of Directors

The Board has a fiduciary relationship in ensuring that the rights of all stakeholders are protected. The Board of Sellowrap Industries Limited comprises Executive (Whole-Time) and Non-Executive Directors. Independent Directors are eminent persons with proven records in diverse areas like business, accounting, finance, administration, compliances, etc. The composition of the Board of Directors represents an optimal mix of professionalism, qualification, knowledge, skill sets, track record, integrity, expertise and diversity. ^

The Board of Directors, as of March 31, 2026, comprised 7 Directors, out of which 3 were Executive Directors ("ED"), 1 was a Non-Executive Director, and 3 were non-executive ("NEDs") Independent Directors ("IDs").

• Composition of Board

Sr. No.	Name	Designation	DIN
1	Mr. Saurabh Poddar	Managing Director	00032858
2	Mr. Sushil Kumar Poddar	Chairman and Executive Director	00149285
3	Mr. Sarabjit Singh Mokha	Executive Director	10759868
4	Mr. Amit Gupta	Non-Executive Non-Independent Director	00155629
5	Ms. Mayuri Kaustubh Dhavale	Non-Executive Independent Director	02960956
6	Ms. Savani Arvind Laddha	Non-Executive Independent Director	03258295
7	Mr. Deepak Navinchandra Tanna	Non-Executive Independent Director	02148981

• Board Meetings:

The Board of Directors duly met 8 (Eight) times at regular intervals during the mentioned financial year, and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The intervening gap between the two meetings was within the period prescribed under the Companies Act, 2013. The dates on which meetings were held are as follows:

S. No.	Date of Meeting	Total Number of directors as on the date of the meeting	Total Number of Directors Attended the meeting	% of attendance
1	02/05/2025	7	5	71
2	07/07/2025	7	5	71
3	17/07/2025	7	4	57
4	24/07/2025	7	4	57
5	30/07/2025	7	5	71
6	30/07/2025	7	5	71
7	30/10/2025	7	7	100
8	04/02/2026	7	7	100

• Annual General Meetings:

S. No.	Date of Meeting	Total Number of Members as on the date of meeting	Total Number of Members Attended the meeting	% of attendance
1	08/07/2025	34	8	90.92

• Committee Meetings

S. No.	Name of Meeting	Date of Meeting	Total Number of directors as on the date of the meeting	Total Number of Directors Attended the meeting	% of attendance
1	Audit Committee	02/05/2025	4	3	75
2	Audit Committee	07/07/2025	4	4	100
3	Audit Committee	17/07/2025	4	3	75
4	Audit Committee	30/10/2025	4	4	100
5	Audit Committee	04/02/2026	4	4	100
6	CSR Committee	02/05/2025	3	3	100
7	CSR Committee	04/02/2026	3	3	100
8	NRC Committee	04/02/2026	3	3	100
9	SR Committee	04/02/2026	4	4	100

• Committees of the Board:

The Board of Directors has constituted the following Committees, and their details are hereunder:

a) Audit Committee

As per provisions of section 177 and other applicable provisions of the Companies Act, 2013, read with rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014, the Board was required to constitute an Audit Committee. Hence, the Board constituted an Audit Committee which consists of three Independent Directors and One Executive Director as on 31st March, 2026. The detailed composition of the members of the Audit Committee at present is given below:

Sr. No.	Name	Designation	Category
1.	Ms. Savani Arvind Laddha	Independent Director	Chairman
2.	Mr. Deepak Navinchandra Tanna	Independent Director	Member
3.	Mr. Saurabh Poddar	Managing Director	Member
4.	Ms. Mayuri Kaustubh Dhavale	Independent Director	Member

b) Nomination and Remuneration Committee (NRC)

As per provision of section 178, Schedule V and other applicable provisions of the Companies Act, 2013 read with rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014, the Board was required to constitute a Nomination and Remuneration Committee. Hence, the Board constituted Nomination and Remuneration Committee which consists of Two Independent Directors and One Non-Executive Director as of 31st March, 2026.

The detailed composition of the members of the Nomination and Remuneration Committee at present is given below:

Sr. No.	Name	Designation	Category
1.	Mr. Deepak Navinchandra Tanna	Independent Director	Chairman
2.	Ms. Savani Arvind Laddha	Independent Director	Member
3.	Mr. Amit Gupta	Non-Executive Director	Member

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Policy inter alia provides the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel. The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://sellowrap.com/wp-content/uploads/2026/06/Remuneration-Policv.pdf

c) Stakeholder Relationship Committee (SRC)

As per the provision of section 178 sub-section (5) and other applicable provisions of the Companies Act, 2013 read with rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014, the Board was required to constitute a Stakeholder Relationship Committee. Hence, the Board constituted a Stakeholder Relationship Committee which consists of Three Independent Director and One Non-Executive Director as on 31st March, 2026. The detailed composition of the members of the Stakeholder RelationshiD Committee at Dresent is aiven below::

Sr. No.	Name	Designation	Category I
1.	Mr. Amit Gupta	Non-Executive Director	Chairman
2.	Mr. Deepak Navinchandra Tanna	Independent Director	Member
3.	Ms. Savani Arvind Laddha	Independent Director	Member
4.	Ms. Mayuri Kaustubh Dhavale	Independent Director	Member

d) Corporate Social Responsibility Committee (CSR)

As per the provisions of section 135 sub-section (1) and other applicable provisions of the Companies Act, 2013, read with rules made thereunder of the Companies (Meetings of Board and its Power) Rules, 2014, the Board was required to constitute a Corporate Social Responsibility Committee. Hence, the Board constituted a Corporate Social Responsibility Committee which consists of Two Independent Director and One Executive Directors as on 31st March, 2026. The detailed composition of the members of the Stakeholder Relationship Committee at present is given below:

Sr. No.	Name	Designation	Category
1.	Mr. Saurabh Poddar	Managing Director	Chairman
2.	Mr. Deepak Navinchandra Tanna	Independent Director	Member
3.	Ms. Mayuri Kaustubh Dhavale	Independent Director	Member

18. Detail of Fraud Reported by Auditors:

During the year under review, there was nofraud reported by the auditors to the Board under section 143(12) of the Companies Act, 2013.

19. Policy on Directors Appointment and Remuneration

The Company has formed a Nomination and Remuneration Committee, which has framed the Nomination and Remuneration Policy. The Committee reviews and recommends to the Board of Directors about remuneration for Directors and Key Managerial Personnel and other employees up to one level below Key Managerial Personnel. The Company does not pay any remuneration to the Non-Executive Directors of the Company other than a sitting fee for attending the Meetings of the Board of Directors and Committees of the Board. Remuneration to Executive Directors is governed under the relevant provisions of the Act and approvals.

The Company has devised the Nomination and Remuneration Policy for the appointment, reappointment and remuneration of Directors and Key managers. All the appointments, reappointments, and remunerations of Directors and Key Managerial Personnel are as per the Companys Nomination and Remuneration Policy. The Nomination and Remuneration Policy is also available on the website of the Company and accessible at https://sellowrap.com/wp-content/uploads/2026/06/ Remuneration-Policy.pdf

20. Code of Conduct

The Board of Directors of the Company has laid down a code of conduct for all the Board Members and Senior Management of the Company. The main object of the Code is to set a benchmark for the Companys commitment to values and ethical business conduct and practices. Its purpose isto conduct the business of the Company in accordance with its value systems, fair and ethical practices, applicable laws, rules and regulations. Further, the Code provides for the highest standard of professional integrity while discharging the duties and promoting and demonstrating professionalism in the Company.

All the Board Members and Senior Management of the Company have affirmed compliance with the code of conduct for the financial year ended on March 31, 2026, as required by Regulation 26(3) of the Listing Regulations. A declaration signed by the Chairman & Managing Director to this effect is attached as a part of this Annual Report in Annexure II.

21. Policy for Prevention of Insider Trading

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 came into effect on May 15, 2015 to put in place a framework for the prohibition of insider trading in securities and to strengthen the legal framework thereof. Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.

Further, pursuant to Regulation 9 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of Conduct for Prevention of Insider Trading. The Code lays down guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company and cautioning them of the consequences of non- compliance.

The code of conduct to regulate, monitor and report trading by insiders is also available on the website of the Company.

22. Vigil Mechanism/Whistle Blower Policy

As per the provisions of Section 177(9) of the Companies Act, 2013, the Company is required to establish an effective Vigil Mechanism for Directors and employees to report genuine concerns.

The Company has a Whistle-blower Policy in place to report concerns about unethical behaviour, actual/ suspected frauds and violation of Companys Code of Conduct. The Policy has been framed to meet the requirements of Vigil Mechanism under the Companies Act, 2013. The policy provides for adequate safeguards against victimization of persons who avail the same and provides for direct access to the Chairperson of the Audit Committee

23. Board Evaluation

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The performance evaluation was carried out by the way of obtaining feedback from the directors through a structured questionnaire prepared in accordance with the Board Evaluation Policy.

The Board sought the feedback of Directors on various parameters, including:

• Degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board/Committee culture and dynamics; and

• Quality of the relationship between Board Members and the Management The evaluation frameworks were the following key areas:

For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply with Secretarial Standards issued by ICSI Duties,

• Role and functions

2 For Executive Directors:

• Performance as a leader

• Evaluating Business Opportunities and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with the Board.

• Adherence to applicable government law

24. Risk Management.

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/mitigating the same. The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measure and steps in place to minimize the same.

25. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company strongly believes in providing a safe and harassment free workplace for everyone working for the Company through various interventions and practices. It is the continuous endeavor of the management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at 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 details as to complain received, resolved, and pending as on March 31st, 2026 are as under:

* Number of complaints of sexual harassment received during the year: Nil

* Number of complaints of sexual harassment disposed off during the year: NA

* Number of complaints of sexual harassment pending for more than ninety days: NA

The Company has formed an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

26. Compliance Under Maternity Benefit Act 1961:

The Company is compliant of the provisions relating to the Maternity Benefit Act 1961.

27. Auditors:

Statutory Auditors & their Report

At the Annual General Meeting held on 30th September 2023, M/s V B Jain & Co, Chartered Accountants, (FRN: 146007W) was appointed as statutory auditors of the company to hold office till the conclusion of the Annual General Meeting to be held for the financial year 31st March, 2028.

Company has received certificate from the Auditors to the effect they are not disqualified to continue as statutory auditors under the provisions of applicable laws.

The report of the Statutory Auditor does not contain any qualification, reservation, adverse remark, or disclaimer. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments.

Cost Auditor

The Company have appointed the Cost auditor, M/s. Harshada Prabhune & Co., Cost Accountant, as Cost Auditors of the Company for conducting Cost Audit of the Company for the financial year 2025-2026.

The Cost Audit Report to the shareholders does not contain any qualification, reservation or adverse comment.

Internal Auditor

The Company have appointed the Internal auditor, M/s. Grant Thornton Bharat LLP, as Internal Auditors of the Company for conducting Internal Audit of the Company from 1st April 2024.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. S K Dwivedi & Associates, Practicing Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure III".

The report of the Secretarial auditor does not contain any qualification, reservation, adverse remark or disclaimer.

28. Boards Explanation or Comment on every qualification, reservation or adverse remark or disclaimer made by the auditor in their report:

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditors Report are self-explanatory.

29. Statement regarding compliances of applicable Secretarial Standards

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

30. Annual Return

In compliance to provisions of section 134 (3) (a) of the Companies Act, 2013 copy of the Annual Return referred to in sub section (3) of Section 92 of the Act as prepared in Form No. MGT 7 is placed on the website of the company, weblink of the same is https://sellowrap.com/annual-returns/

31. Corporate Governance

As per Regulation 15 (Listing Obligations and Disclosure Requirements) Regulations, 2015 applicability of Corporate Governance shall not be mandatory for companies listed on the SME Platform. Since our company has registered on the SME platform of the NSE, the requirement of Corporate Governance does not apply to us.

32. Management Discussion and Analysis Report

The Management Discussion and Analysis Report, as required under Regulation 34(2)(e) read with Schedule V Part B of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015"), is annexed herewith as Annexure IV.

33. Particulars of Loans, Guarantees and Investments made Linder Section 186 of The Companies Act, 2013

The details of loans/guarantees/ investments (if any) made by the Company under Section 186 of the Companies Act, 2013, have been disclosed in the Financial Statement.

34. Particulars of Contracts or Arrangements with Related Parties

All the transactions covered under the provisions of section 188 of the Companies Act, 2013 entered into with Related Parties as defined under Section 2(76) of the Companies Act, 2013 during the financial year were in the ordinary course of business and on an arms length pricing basis. The disclosure of material Related Party Transactions as required under section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is enclosed as "Annexure V" to this report.

35. Corporate Social Responsibilities (CSR)

In compliance with the requirements of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility Committee.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in "Annexure VI" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014

36. Internal control systems and their adequacy

The Company has an effective and reliable internal control system commensurate with the size of its operations. At the same time, it adheres to local statutory requirements for the orderly and efficient conduct of business, safeguarding of assets, the detection and prevention of fraud and errors, adequacy and completeness of accounting records, and timely preparation of reliable financial information. The efficacy of the internal checks and control systems is validated by self-audits.

37. Energy conservation, technology absorption & Foreign Exchange Earnings and Outgo

(A) Conservation of energy:

Steps taken/impact on conservation of energy, with special reference to the following:

(i) Steps taken or impact on conservation of energy: Energy optimization has been incorporated in the equipment selection. All process fans are equipped with variable speed drives to optimize use of electrical energy. -

The installation of VFDs (variable frequency drives) in various machines, such as hydraulic injection Molding and press machines, saves energy during both idle and running times.

Packaging sealing machine introduce in the Gurugram plant to reduce consumption of electricity when run the machine to save power consumption.

Cover all the electrical heaters in the hydraulic injection moulding machine to reduce the heat loss & save power consumption.

Process optimization of production process to reduce water consumption as well as energy and remove one cooling tower.

(ii) Steps taken by the company for utilizing alternate sources of energy including waste generated - The ESG initiative company had to procure green energy in the Ranipet facility to envision net-zero carbon emissions.

(iii) Capital investment on energy conservation equipment -

One retrofit DG set is installed in the Gurugram unit & the other is converted to dual fuel to reduce the consumption of diesel.

Energy efficient cooling tower installed in the Pune plant which is working in three steps pre-cooling, adiabatic & booster mode.

(B) Technology absorption:

(i) Efforts, in brief, made towards technology absorption - R&D activities are

Energy efficient cooling tower installed in the Pune plant which is working in three steps pre-cooling, adiabatic & booster mode.

Millipore testing facilities set up for verification of containment in the parts.

Profile projector installed in the Gurugram plant make- Optomech Engineers cater to the customer requirements.

(ii) Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc. - Reverse engineering in the fuel tank encapsulation of the Jaguar Land Rover vehicle model Defender

(iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished - Nil

(a) Details of technology imported: N.A.

(b) Year of import: N.A.

(c) Whether the technology been fully absorbed: N.A.

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore: N.A.

(iv) The expenditure incurred on Research and Development: N.A.

(C) Foreign exchange earnings and Outgo

	(Rs. in Lakhs)
Particulars	Amount
Earnings	735.02
Outgo	2303.13

38. Particulars of Employees as Required Under Section 197 of the Companies Act, 2013 And Rules Framed there under

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are as follows:

1 The ratio of the remuneration of each director to the median remuneration of the employees of the Company and the percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year:

Name	Ratio to median remuneration	% increase in remuneration in the financial year
Executive Director
Mr. Sushil Kumar Poddar	26.50	0.00
Mr. Saurabh Poddar	34.87	50.00
Mr. Sarabjit Singh Mokha	20.07	10.00
Comoanv Secretary
Ms. Shrushti Gandhi	NA	NA
Chief Financial Officer
Mr. Dharampal Gupta	NA	7.24

2 The percentage increase in the median remuneration of employees in the financial year: 0.61

3 The number of permanent employees on the rolls of the Company: - 202

4 Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and their comparison with the percentile increase in the managerial remuneration and justification thereof, and point out if there are any exceptional circumstances for an increase in the managerial remuneration

Percentile Increase for Employees other than Managerial Personnel: 11.90%.

Percentile Increase for Managerial Personnel: 15.20%.

Justification: Due to Performance-Based Compensation and Role Expansion.

5 Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that the remuneration is as per the remuneration policy of the Company. The information pursuant to Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to the company as no employee is in receipt of remuneration exceeding Rs. 8,50,000/- per month or Rs. 1,02,00,000/- per annum.

39. Significant and material orders passed by the regulators or courts

During the year under review, there were no significant and/or material orders passed by any Court or Regulator or Tribunal, which may impact the going concern status or the Companys operations in future.

40. Maintenance of Cost Records

The Company has duly made and maintained the accounts and records in respect of cost records as prescribed by the Central Government under sub-section 148(1) of the Companies Act, 2013. .

41. Business Responsibility Report

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility Report is to be given only by the top 1000 listed companies based on market capitalization; therefore, the same does not apply to the Company as of March 31, 2024. However, the Company has voluntarily prepared the Business Responsibility Report which forms part of the Annual Report.

42. Proceedings Under Insolvency and Bankruptcy Code, 2016:

There are no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on 31st March, 2025.

43. 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:

There are no instances of one time settlement during the financial year.

44. Cautionary Statement

The statements contained in the Boards Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

45. Acknowledgement

Your directors wish to express their grateful appreciation to the continued co-operation received from the banks, government authorities, customers, vendors and shareholders during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed service of the executives, staff, and workers of the company.

For & on behalf of the Board of Directors
Sellowrap Industries Limited
(Formerly known as Sellowrap Industries Private Limited)
Sd/-	Sd/-
Saurabh Poddar	Sushil Kumar Poddar
DIN: 00032858	DIN: 00149285
Managing Director	Director
Date: 10.08.2026
Place: Mumbai