Antarctica Ltd

To,

The Members,

Antarctica LIMITED

Your Directors have pleasure in presenting you the 32^nd Annual Report together with the audited statement of Accounts of the Company for the financial year ended 31^st March, 2024.

1. FINANCIAL RESULTS:

(All amounts in Lakhs of INR)

2. RESULTS OF OPERATIONS & STATE OF COMPANY'S AFFAIRS:

Your Company reported revenue from operations of Rs. 83.93 Lacs in current year as compared to Rs. 67.69 Lacs for the previous financial year. The revenue from operations of the Company increased during the year. The total income stood at Rs. 87.51 lacs whereas the total income reported last year was Rs. 78.41 lacs. The other income decreased during the year. The total expenses increased to Rs. 130.48 lacs in comparison to Rs. 78.91 lacs previous year. The Company incurred loss of Rs. 42.97 lacs as compared to Rs. 0.50 lakhs during the previous year. Efforts are being made to improve performance of the Company.

The Management is hopeful of better performances in coming years. Though the outlook for the short term is uncertain, Your Directors and the Company management have immense confidence in your Company's future.

The financial statements for the year ended 31st March, 2024 have been prepared in accordance with IND AS in terms of provisions of Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting) Rules, 2015 as amended from time to time.

3. CHANGE IN THE NATURE OF BUSINESS:

There was no changes in the nature of business of the Company during the Current financial year.

4. SHARE CAPITAL:

During the period under review, the Authorized Share Capital of the Company has increased from Rs. 47 Crores (Indian Rupees Forty Seven Crores only) to Rs. 67 Crores (Rupees Sixty Seven Crores only). Further, there has been no change in the Company's issued, subscribed and paid-up equity share capital. On March 31, 2024, the paid-up capital stood at INR 15,50,09,600/- (Indian Rupees Fifteen Crores Fifty Lakhs Nine Thousand and Six Hundred only) divided into 15,50,09,600 (Fifteen

Crores Fifty Lakhs Nine Thousand and Six Hundred) Equity Shares of INR 1/- (Rupee One Only) each.

5. DIVIDEND:

In view of the loss during the current year, the Board of Directors has not recommended any dividend for the financial year ended on 31st March, 2024.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no outstanding unclaimed/unpaid dividend as on 31^st March 2024.

7. TRANSFER TO RESERVES:

Your Directors do not propose to transfer any amount to the General Reserves for the financial year ended 31st March, 2024.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There have been no material changes and commitments, if any, affecting the Financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial statements relate and the date of Report.

9. DEPOSITS:

Your Company has not accepted any fixed deposits nor does the Company has any outstanding deposits under Section 73 of the Act, read with the Companies (Acceptance of Deposit) Rules, 2014 as on Balance Sheet date.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013:

The particulars of loans, guarantees and investments, wherever required, have been disclosed in the financial statements, which also form part of this report.

11. CORPORATE SOCIAL RESPONSIBILITY:

The level of operations of the Company does not conform to the minimum threshold of Corporate Social Responsibility (CSR) reporting as per the provisions of section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

12. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pursuant to Section 134 (3) (m) of Companies Act 2013 and Rule 8 of Companies (Account) Rules 2014 is given as Annexure-D in the Annexure forming part of this Report.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY:

Board of Director comprises of :

Key Managerial Personnel comprises of :

Composition of Board of Directors:

As of March 31, 2024, your Company had 5 (Five) Directors consisting of 2 (Two) Independent Directors, 1 (One) Executive Director, 1 (One) Whole Time Director and 1 (One) Non-Executive Non Independent Directors including one woman director.

Committees of the Board

The Board has constituted the following three committees

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination & Remuneration Committee

The Details with respect to the compositions, powers, roles and terms of reference etc of relevant committees of the Board of Directors, attendance are given in the Corporate Governance Report which forms part of this Report.

All recommendations made by the Audit Committee during the year are accepted by the Board. No Independent Director resigned during the year under review.

Directors and KMP Appointment and Re-appointment

During the year, Mr. Rohit Kuthari, Promoter and Whole-time Director passed away on November 27, 2023. Mr. Kuthari sudden and unexpected demise will be an irreparable loss to the Company. In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Renu Kuthari (DIN: 00679971) retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

The Board recommends and seeks your support in confirming re-appointment of Ms. Renu Kuthari. The profile and particulars of experience, attributes and skills that qualify her for the Board Membership is given in the Notice convening the AGM.

During the period, there were some other changes also took place in the Board of Directors. The details of the directors and KMP appointment and resignation are given here under:

The Board recommends and seeks your support in confirming regularisation of Mr. Rajesh Mangilal Sharma, Mr. Nikhil Vasantbhai Gajjar, Mr. Jay Rajeshbhai Patel, Ms. Sarikaben Anketkumar Ladani. The profile and particulars of experience, attributes and skills that qualify her for the Board Membership is given in the Notice convening the AGM.

Key Managerial Personnel

In terms of Section 203 of the Act, the following officials are the Key Managerial Personnel of the Company as on the date of this report:

Mr. Rajesh Mangilal Sharma - Whole Time Director Mr. Pansuriya Chirag Vallabhbhai - CFO Mr. Ummay Amen Mashraqi - CS

Women Director

In terms of the provisions of Section 149 of the Companies Act, 2013, a company shall have at least one-Woman Director on the Board of the Company. The Company has appointed Ms. Renu Kuthari, as Woman Director on the Board of the Company.

Independent Director:

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1)(b) of SEBI Listing Regulations and have complied with the Code of Conduct of the Company as applicable to the Board of directors and Senior Managers. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Company has received confirmation from all the Independent Directors of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

14. NUMBER OF MEETINGS OF THE BOARD:

The Board meets at regular intervals to review the Company's business and discuss strategy and plans.

During the year 6(Six) Board Meetings were held.

3^rd May, 2023, 17^th May, 2023, 10^th August, 2023, 10^th November, 2023, 29^th January,2024, 22^nd March, 2024

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations

Additionally, several committee meetings were held during the Financial Year ended 31^st March, 2024. The details of the Meetings are given in the Corporate Governance Report which forms part of this report.

The intervening gap between the Meetings was within the period prescribed under the SEBI (LODR) Regulations, 2015 and Companies Act, 2013.

15. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

Independent Directors of the Company held their Separate meeting during the year under Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 to evaluate the performance of the Board, its committees and individual directors including independent directors.

16. COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

Details of composition, terms of reference and number of meetings held for respective committees are given in this Annual Report. Further, during the year under review, all recommendations made by the various committees have been accepted by the Board.

17. CORPORATE GOVERNANCE:

Pursuant to Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance Report and a Certificate regarding compliance of conditions of Corporate Governance from Company Secretary in Practice are enclosed as Annexure - D and forms an integral part of this Report.

18. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company's policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of director and other matters provided u/s 178(3) of the Companies Act, 2013 is given as Annexure-A in the Annexure forming part of this Report.

19. BOARD EVALUATION:

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provisions of the Act and the SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors, performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the Chairman of the Board, considering the views of Executive and Non-executive Directors in the aforesaid meeting. The Board also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were then discussed in the Board meeting and performance evaluation of Independent directors was done by the entire Board. The director being evaluated did not participate in the evaluation process.

20. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to the provisions of Regulation 25(7) and Regulation 46 of the SEBI Listing Regulations, kindly refer to the Company's website for details of the familiarization program for IDs on their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014 in prescribed Form AOC-2 is annexed herewith at Annexure I.

The policy on materiality on related party transactions has been uploaded on the website of the Company at https://www.antarctica-packaging.com/policies.php

22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The company does not have any Subsidiary, Joint Venture or Associate Company; hence, provisions of section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal. No person has been denied access to the Chairperson of the Audit Committee.

The Vigil Mechanism/Whistle Blower Policy has been uploaded on the Company's website at http://www.antarctica-packaging.com/disclosures under regulation 46.html.

24. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013:

As on March 31, 2024, the Company did not have any employees in the category specified in Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The details of top 10 employees will be provided upon request by the Company.

In terms 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 particulars may write to the Company Secretary of the Company and the same will be furnished on request.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure and forms an integral part of this Report.

25. DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED U/S 134(3)(c)

In terms of section 134(5) of the Companies Act, 2013, your directors state that: -

(a) in the preparation of the annual accounts, the applicable accounting standards and other requirements have been followed for the financial year with proper explanation relating to material departures, if any;

(b) the directors have 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 losses of the company for that period;

(c) the Directors have taken proper and sufficient care 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;

(d) the Directors have prepared the annual accounts on a going concern basis.

(e) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively

(f) the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

26. AUDITORS & AUDITORS' REPORT:

Statutory Auditors

In accordance with the Companies Act, 2013, M/s S. Guha & Associates, Chartered Accountants (Firm Registration No. 322493E) were appointed as Statutory Auditors for an initial term of 5 (five) consecutive years to hold office upto the conclusion of AGM to be held in calendar year 2027.

The remuneration payable to the Statutory Auditors shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

M/s. S. Guha & Associates have confirmed their eligibility for continuing as Statutory Auditors of the Company under the provisions of the Companies Act,2013 and the Rules framed thereunder.

The report by the Auditors is self-explanatory and has no qualification, reservation, adverse mark of disclaimer, hence no explanation or comments by the Board were required.

Internal Auditor

Pursuant to Section 138 of the Act and Rules made there under rules, the Company has appointed Mr. Pansuriya Chirag Vallabhbhai as Internal Auditors of the Company. The findings of the Internal Audit and the Action Taken Report on the Internal Audit are placed before the Audit Committee which reviews the audit findings, steps taken and the adequacy of Internal Control System.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s Sarita Singh & Associates to conduct the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report issued by Company Secretary in Practice, M/s. Sarita Singh & Associates in Form MR-3 for the financial year ended 31st March, 2024 forms an integral part of the report and is given in Annexure -B forming part of this Report.

The management has noted the observation of the Secretarial Auditors and in the process of getting register their Independent Directors with IICA, Independent Directors databank portal.

Annual Secretarial Compliance Report

In terms of the provisions of Circular No.CIR/CFD/CMD/27/2019 dated 8th February, 2019 issued by SEBI, the Company has obtained the Annual Secretarial Compliance Report for the Financial Year ended 31st March 2024 from Practicing Company Secretary confirming compliance of applicable SEBI Regulations and circulars thereunder.

Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

27. INTERNAL CONTROL SYSTEM & THEIR ADEQUECY:

The Company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and the transactions are authorized, recorded and reported correctly.

To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive.

Based on the results of such assessments carried out by management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. An Internal Complaint Committee is in place to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary etc) are covered under this policy and the same has been updated on the Company's website at http://www.antarctica-packaging.com/policies.php

The Company has not received any compliant of sexual harassment during the financial year 2023-2024 and there was no complaints pending as on 31st March, 2024.

29. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Member of the Board and all employees in the course of day to day business operations of the Company.

The Code has been posted on the company's website https://www.antarcticapackaging.com/policies.php. All the Board Members and KMP have confirmed compliance with the code.

30. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:

As per SEBI Listing Regulations, Management Discussion and Analysis Report is annexed herewith at Annexure -IV.

31. EXTRACT OF THE ANNUAL RETURN AS PROVIDED UNDER SUB-SECTION (3) OF SECTION 92:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2023-24 is available on Company's website at https://antarctica-packaging.com/disclosures under regulation 46.html.

32. SECRETARIAL STANDARDS:

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS- 2) issued by The Institute of Company Secretaries of India (ICSI).

33. Credit Rating

The Company has not obtained any credit rating during the year.

34. GENERAL:

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

• There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

• There has been no application made or pending under Insolvency and Bankruptcy Code, 2016

• There has been no one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

35. ACKNOWLEDGEMENT:

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