AGI Greenpac Ltd

Dear Members,

Your Directors are pleased to present the sixty-fourth Annual Report and the Company's audited financial statements for the financial year ended 31 March 2024.

Financial Results

The Company's financial performance, for the year ended 31 March 2024 is summarised below:

(Figures have been rounded off to the nearest Rs.in lakh)

Operational Review

Your Company reported a strong performance during FY 2023-24 across key business divisions. Your Company ended the year with revenue from continuing operations of Rs.2,42,088 lakh over previous year corresponding figure of Rs.2,28,148 lakh registering a growth of 6%. This resulted in profit before tax and exceptional item of Rs.33,992 lakh in FY 2023-24 against Rs.30,404 lakh from continuing and Discontinued operations in FY 2022-23, representing a growth of around 12%.

Packaging Products Division (PPD)

The revenue from operations for FY 2023-24 was Rs.2,40,041 lakh as compared to FY 2022-23 revenue from operations of Rs.2,22,137 lakh. This resulted in EBIT of Rs.44,656 lakh in FY 2023-24, representing a growth of around 17%. The Company's consistent performance was driven by a combination of factors. Firstly, meeting the growing demand for both alcoholic and non-alcoholic beverages played a pivotal role. Secondly, significant enhancements in internal efficiencies boosted operational effectiveness. Thirdly, a steadfast commitment to cultivating customer loyalty further solidified the Company's position in the market. Additionally, prioritising high-value-added products and an emphasise on a premium mix further fortified the Company's profitability.

AGI Glass: Glass Containers

• Forayed into export markets such as the EU, Canada, and South Africa with niche products

• Awarded Great Place to Work by the Great Place to Work Institute, India 3^rd time in a row

• Total Cost Management Award in the Manufacturing Champion category at the 22^nd CII Cost Congress, acknowledging our strategic approach to driving efficiency and sustainability through cost management. Furthermore, our Bhongir Plant received the 'Energy Efficient Unit' award from CII at the 24^th National Awards for Excellence in Energy Management 2023

• Recipient of Diageo India's 'Supplier of the Year' award for two years in a row

AGI Plastek: PET Bottles and Products

• FSSC 22000 certification (Food safety standards certification) achieved for all three plants

• ISO 9001:2015 (Quality Management System) continued certification for Isnapur and Selaqui plant

• ISO 15378:2017 (Good manufacturing practices standard for primary packaging in pharma applications) certification achieved for Selaqui plant

Security Caps and Closures

• Developed a new laser printing machine for T-Cork locally, and modified the existing laser printing machine to accommodate both Wood and Plastic applications

• Developed indigenous premium products for customers at the plant

• Optimised our testing capabilities with an upgraded in-house facility, installing new machines for Opening Torque, Capping & De-capping, and Air Leakage. This streamlined inspection, maximised resource utilisation, and enhanced measurement precision

Change in the Nature of Business

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

Subsidiaries, Joint Ventures and Associate Companies

The Company had no subsidiaries, Joint Ventures and Associates Companies during the year under review.

The policy for determining material subsidiaries may be accessed on the Company's website at the link:

Dividend

Your Directors have recommended a dividend of Rs.6/- (i.e. 300%) per equity share (last year Rs.5/- (i.e. 250%) per equity share) on each equity share of Rs.2/- for the financial year ended 31 March 2024, amounting to Rs.3,881.84 Lakh subject to deduction of income tax at source, as applicable. The dividend payout is subject to approval of members at the ensuing Annual General Meeting of the Company.

The dividend will be paid to those shareholders whose names appear in the Register of Members/List of Beneficial Owners (as furnished by National Securities Depository Limited and Central Depository Services (India) Limited) as on 11 September 2024.

Transfer to Reserves

The Board proposes not to transfer any amount out of the profit for the year under review to the general reserve.

Deposits

Your Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 ("Act") and as such no amount of principal or interest was outstanding as on the Balance Sheet date.

Directors and Key Managerial Personnel

In accordance with the provisions of the Act and Articles of Association of the Company, Mrs. Sumita Somany, Director of the Company, retires by rotation at the ensuing

Annual General Meeting and being eligible, offers herself for re-appointment.

During the year under review, Mr. Pulkit Bhasin resigned from the position of Company Secretary & Compliance Officer of the Company, effective 10 November 2023. Mr. Ompal has been appointed as the new Company Secretary and Compliance Officer, designated as the whole-time Key Managerial Personnel of the Company, effective 6 February 2024.

In accordance with the Company's Nomination & Remuneration Policy and the performance evaluation of the respective Directors, the Board, at its meeting held on 2 May 2024, approved and recommended to the shareholders the re-appointment of the following Independent Directors for their approval by way of a special resolution at the ensuing Annual General Meeting scheduled to be held on 18 September 2024:

(i) Re-appointment of Mr. Anil Wadhwa (DIN: 08074310) as an Independent Director for a second term of five consecutive years with effect from 18 March 2025;

(ii) Re-appointment of Mr. Rakesh Sarin (DIN: 02082150) as an Independent Director for a second term of five consecutive years with effect from 18 March 2025;

(iii) Re-appointment of Ms. Himalyani Gupta (DIN: 00607140) as an Independent Director for a second term of five consecutive years with effect from 18 March 2025.

Mr. Vijay Kumar Bhandari (DIN:00052716) and Mr. Nand Gopal Khaitan (DIN: 00020588) will complete their second term as Independent Directors of the Company at the conclusion of the ensuing Annual General Meeting, thus would cease to be Directors of the Company from the said date.

None of the Directors of the Company have resigned during the year under review.

Statutory Auditors

At the 62^nd Annual General Meeting (AGM) of the Company held on 22 September 2022, the members approved the re-appointment of M/s. Lodha & Co, (now known as M/s. Lodha & CO LLP) Chartered Accountants, as statutory auditors of the Company having Firm's Registration No. 301051E/E300284 to hold the office till the conclusion of the 67^th Annual General Meeting of the Company.

The Notes on Financial Statements referred to in the Auditors' report are self-explanatory and therefore do not require any further comments.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and the rules made thereunder. The Auditors' report does not contain any qualifications, reservations or adverse remarks.

Secretarial Auditor

The Board had appointed M/s. DMK Associates, Company Secretaries, New Delhi, FRN P2006DE003100 to conduct Secretarial Audit of the Company for the financial year 2023-24, pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report in Form No. MR-3 for the financial year 2023-24 is enclosed as Annexure A to this Report. The Secretarial Audit Report does not contain any observation or adverse remark.

Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

The details pertaining to conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo as prescribed under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 are enclosed as Annexure B to this Report.

Share Capital

During the year under review, there was no change in the equity share capital of the Company. The paid-up Equity Share Capital as on 31 March 2024 was Rs.1293.99 lakh.

Credit Ratings

During the year under review, the credit ratings of the Company was reviewed by CARE Ratings Limited. A detailed note on the credit ratings of the Company is provided in the Corporate Governance Report section of this Report.

Investor Education and Protection Fund (IEPF)

Please refer note no.10 on IEPF in the Notice of ensuing AGM which forms part of this Annual Report.

Annual Return

In accordance with Section 134(3)(a) of the Act, the extract of Annual Return as required under Section 92(3) of the Act and prepared in prescribed format, which will be filed with the Registrar of Companies, is hosted on the Company's website i.e. www.agigreenpac.com.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), is presented in a separate section forming part of this Annual Report.

Business Responsibility and Sustainibility Report

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations read with and SEBI's Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11 July 2023, your Company has provided the prescribed disclosures in new reporting requirements on Environmental, Social and Governance ("ESG") parameters called the Business Responsibility and Sustainability Report ("BRSR") which includes performance against the nine principles of the National Guidelines on Responsible Business Conduct and the report under each principle which is divided into essential and leadership indicators. Please refer BRSR which forms part of this Annual Report.

Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives ("Code") as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company's shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Company's obligation to maintain a structured digital database ("SDD"), mechanism for prevention of insider trading and handling of UPSI, and the process to familiarise with the sensitivity of UPSI. To increase awareness on the prevention of insider trading in the organisation and to help the Designated Persons to identify and fulfill their obligations, regular trainings have been imparted to all designated persons by the Company.

Directors' Responsibility Statement

Your Directors in terms of Section 134(3)(c) of the Act state that:

a) in the preparation of the annual accounts for the year ended 31 March 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed and there are no material departures from the same;

b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2024 and of the profit of the Company for the year ended on that date;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Corporate Governance

The report on Corporate Governance as stipulated under SEBI Listing Regulations forms an integral part of this Report. The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

Contracts and Arrangements with Related Parties

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. The disclosure in Form AOC-2 is enclosed as Annexure C to this report.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: Related Party Transaction Policy.

Your Directors draw attention of the members to Note no. 55 to the financial statements which set out related party disclosures.

Corporate Social Responsibility (CSR)

The Company has a Corporate Social Responsibility Committee ("CSR Committee") in place as per the provisions of Section 135 of the Act. The CSR Committee comprising of Mr. Anil Wadhwa as Chairman and Mr. Sandip Somany, Mrs. Sumita Somany and Mr. Rakesh Sarin as other members of the Committee.

The Company's Corporate Social Responsibility Policy (CSR Policy) duly approved by the Board, indicates the activities to be undertaken by the Company to fulfil the expectation of our stakeholders and to continuously improve our social, environmental and economical performance while ensuring sustainability and operational success of our Company. The Company would also undertake other need based initiatives in compliance with Schedule VII to the Act.

The guiding principles for all CSR initiatives of the Company are as follows:

• Establishing a guideline for compliance with the provisions of Regulations to dedicate a percentage of Company's profits for social projects;

• Ensuring the implementation of CSR initiatives in letter and spirit through appropriate procedures and reporting; and

• Creating opportunities for employees to participate in socially responsible initiatives.

The CSR Policy may be accessed on the Company's website at the link: Corporate Social Responsibility Policy.

The Annual Report on CSR Activities for the financial year 2023-24 is enclosed as Annexure D to this report.

Number of Board Meetings

During the year under review, Four (4) Board Meetings were convened and held. For further details, please refer Report on Corporate Governance which is forming part of this Annual Report. The intervening gap between two consecutive meetings was not exceeding the period prescribed under the Companies Act, 2013.

Audit Committee

The Audit Committee comprises of Independent Directors namely Mr. V.K. Bhandari as Chairman and Mr. N.G. Khaitan, Mr. Anil Wadhwa, Ms. Himalyani Gupta and Mr. Rakesh Sarin as other members.

For further details, please refer Report on Corporate Governance which is forming part of this Annual Report.

All the recommendations made by the Audit Committee were accepted by the Board.

Disclosure under Secretarial Standards

The Directors state that the Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. The details with respect to the composition, terms of reference, number of meetings held, etc. of the statutory committees of the Board of Directors are included in the Report on Corporate Governance, which is forming part of this Annual Report.

Vigil Mechanism (Whistle Blower) Policy

The Company has in place a Whistle Blower Policy to establish a vigil mechanism for Directors/Employees and other stakeholders of the Company to report concerns affecting the smooth and efficient running of operations of the Company. This Policy documents the Company's commitment to maintain an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual, suspected fraud or violation of the Company's Code of Conduct.

The Vigil Mechanism (Whistle Blower) Policy is available on Company's website at the link: Vigil Mechanism (Whistle Blower) Policy.

Nomination and Remuneration Policy

The Company has in place a Nomination and Remuneration Policy for appointment of Directors, Key Managerial Personnel, Senior Management and fixation of their remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters as per the Act and SEBI Listing Regulations.

The Remuneration Policy is available on Company's website at the link: Nomination and Remuneration Policy.

Dividend Distribution Policy

The Company has in place a Dividend Distribution Policy as per Regulation 43A of SEBI Listing Regulations. The policy was adopted to set out the parameters that will be taken into account by the Board in determining the distribution of dividend to its shareholders and/or retaining profit earned by the Company. The Policy is available on Company's website at the link: Dividend Distribution Policy.

Particulars of Loans, Guarantees and Investments

Particulars of loans, guarantees and investments covered under Section 186 of the Act forms part of the notes to the Financial Statements (Please refer Note Nos. 7, 8, 13 and 17).

Particulars of Employees

Information required as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure E to this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are available with the Company. Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

Internal Controls

The Company is committed to ensuring an effective internal control environment that provides, inter alia, an assurance on the orderly and efficient conduct of operations, security of assets, prevention and detection of frauds and errors, accurate and timely completion of accounting records and timely preparation of reliable financial information. The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The Company uses SAP - a well-accepted Enterprise Resource Planning (ERP) system to record data for accounting, consolidation, and management information purposes and connects to different locations for efficient exchange of information.

The Audit Committee of the Board of Directors, comprising of Independent Directors, reviews the effectiveness of the internal control system across the Company including annual plan, significant audit findings, adequacy of internal controls and compliance with accounting policies and regulations. The Company's internal control system is monitored by independent consultants and supplemented by in-house Internal Audit Division.

Internal Financial Controls

In line with best practices applicable to organisations of a similar size, nature and complexity, the Company has adequate Internal Financial Controls System which ensures that all transactions are authorised, recorded, and reported correctly in a timely manner. The Company's Internal Financial Controls are designed to provide reliable financial information and to comply with applicable accounting standards.

Risk Management

The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Company has also adopted a Risk Management Policy which establishes various levels of accountability and overview within the Company.

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

The Company has in place a Prevention of Sexual Harassment Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Internal Complaints Committee (ICC) has been constituted to redress complaints regarding sexual harassment, if any.

The Directors further state that during the year under review, there were no complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Declaration by Independent Directors

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and SEBI Listing Regulations. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and SEBI Listing Regulations and are independent of the management.

The Independent Directors of the Company are persons of integrity and comprise of appropriate skills/expertise/ competencies (including proficiency) and have rich and varied experience in diversified domains for effective functioning of the Board of Directors of the Company.

Board Evaluation

The Board of Directors and Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria and framework adopted by the Board. In addition, the performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Directors and Non-executive Directors. The evaluation process has been explained in the Corporate Governance Report section of this Annual Report.

Training of Independent Directors

The details of programmes conducted for familiarisation of Independent Directors with the Company, nature of the industry in which the Company operates, business model of the Company, recent amendments/notifications etc. has been uploaded on the Company's website at the link: Familiarization of Independent Directors

For further details, please refer Report on Corporate Governance which is forming part of this Annual Report.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. There is no change in nature of business of the Company.

2. Details of revision of financial statement or the Report.

3. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

4. I ssue of equity shares with differential rights as to dividend, voting or otherwise.

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

6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

7. The Company is not required to maintain cost records as specified in Section 148(1) of the Companies Act, 2013.

8. Neither any application is made nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

9. The Company has not defaulted in the repayment of loans to the Banks or Financial Institutions. Accordingly, disclosure relating to one-time settlement with the Banks or Financial Institutions is not applicable.

10. Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking loans from the Banks or Financial Institution alongwith the reasons thereof.

Acknowledgement

Your Directors would like to express their appreciation for assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by all employees of the Company.