The Directors present their 77^th (Seventy Seventh) Annual
Report on the business and operations of the Company
together with the audited accounts for the financial year
ended March 31, 2023. .

FINANCIAL RESULTS:

DIVIDEND:

Considering the current business situation and future growth
plans, your Board of Directors decided to conserve financial
resources and therefore, did not recommended any dividend
for financial year 2022-23.

FINANCIAL PERFORMANCE:

During the year, the Company acquired PPI (Pharma Packaging
Innovations) division of Bilcare Limited by way of Slump
Sale w.e.f. March 27, 2023. The Financials of the Company
included the results of the said PPI division for the current year
and previous year (restated wherever necessary).

On a consolidated basis (i.e. after acquisition of PPI division),
Company's turnover for the year stood at Rs 94761 lacs as
compared to Rs. 80885 lacs in the previous year. The Company
earned a profit before tax of Rs. 10533 lacs as compared to Rs.
3373 lacs (loss) in the previous year.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors confirm that:

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

(b) Appropriate accounting policies have been selected and
applied consistently. The accounting estimates made are
reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as on March 31,
2023 and of the Profit of the Company for the year ended
March 31, 2023.

(c) Proper and sufficient care have been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud.

(d) The annual accounts have been prepared on a going
concern basis.

(e) The Company has laid down internal financial controls to
be followed and that such financial controls are adequate
and effective; and

(f) The Company has devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems are adequate and effective.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

The following changes have been made to the composition of
Board of Directors of the Company during the year :

There was change in responsibilities of Mr. Robin Banerjee,
who resigned and ceased to be the Managing Director w.e.f.
October 19, 2022.

Ms. Ankita J. Kariya was appointed as the Chairperson &
Managing Director of the Company for a period of Five (5) year
starting from October 19, 2022 till October 18, 2027, which
was subsequently approved by the Shareholders at the Extra¬
Ordinary General Meeting (EOGM) held on March 27, 2023.

Mr. Tanuj Kumar Lodha, Non-Executive Independent Director
was appointed w.e.f. May 03, 2022 and subsequently resigned
and ceased to be Director w.e.f. December 28, 2022 due to
prior engagement and continuous travel. There is no other
material reason for his resignation other than those provided
above.

Mr. Shreyans Bhandari, Non-Executive and Non-Independent
Director was appointed w.e.f. October 19, 2022 and
subsequently resigned and ceased to be Director w.e.f. March
17, 2022 due to pre-occupation. There is no other material
reason for his resignation other than those provided above.

Mr. Sudhir Pendse, Non-Executive Independent Director was
appointed w.e.f. December 12, 2022.

As a consequence of sale of Shares by erstwhile Promoter
Group (Kalpaturu Group), the nominated Non-Executives
Non-Independent Director(s) namely Mr. Narendra Lodha
and Mr. Chandrashekhar Joglekar resigned and ceased to be
Directors w.e.f. December 28, 2022. There is no other material
reason for their resignation other than those provided above.

Mr. Bhoumick Vaidya, Non- Executive Independent Director
resigned and ceased to be Director w.e.f. March 31,2023 due
to personal and unavoidable circumstances as he was not in a
position to devote his time to the affairs of the Company. There
is no other material reason for his resignation other than those
provided above.

Re-appointment of a Director liable to retire by
rotation:

In terms of Section 152 of the Companies Act, 2013, Ms. Ankita
J Kariya, Director is liable to retire by rotation at the ensuing
Annual General Meeting and offer herself for re-appointment.

Changes in Board Composition after the Balance
Sheet date

Mr. Somenath Mukherjee was appointed as Whole Time Director
of the Company and designated as Executive Director for a
term of 5 (Five) years with effect from May 29, 2023 and upto
May 28, 2028. On August 27, 2023, the Shareholders of the
Company, by way of a special resolution passed through postal
ballot, approved the appointment of Mr. Somenath Mukherjee
as an Executive Director for the above-mentioned tenure.

Mr. Avinash Joshi (DIN: 053201 16) was appointed as an
Independent Director of the Company for a term of 5 (Five)
years with effect from June 12, 2023 and upto June 1 1, 2028
on the recommendation of the Nomination & Remuneration
Committee ('NRC') and the Board of Directors. The
Shareholders of the Company on August 27, 2023 by way of a
special resolution passed through postal ballot, approved the

appointment of Mr. Avinash Joshi as an Independent Director
of the Company for the above-mentioned tenure.

Independent Director(s) Declaration:

The Independent Directors have submitted their "Declaration
of Independence”, as required pursuant to Section 149 (7)
of the Companies Act, 2013, and Listing Regulations, stating
that they meet the criteria of independence as provided
therein.

EVALUATION OF THE BOARD'S
PERFORMANCE:

Pursuant to the provisions of Section 134(3), Section 149(8)
and Schedule IV of the Act read with Listing Regulations,
the performance evaluation of all the Directors and the
Board as a whole was conducted based on the criteria
and framework adopted by the Board. Pursuant to Schedule
IV of the Companies Act, 2013 and the Rules made thereunder,
a separate meeting of the Independent Directors was held on
February 07, 2023 without the attendence of Non-Independent
Directors and Company executives. The Independent Directors
discussed matters pertaining to the Company's affairs and
functioning of the Board and presented their views.

CONSERVATION OF ENERGY:

Details relating to the Conservation of Energy and Technology
absorption and foreign exchange earnings and outgoings
as required under Section 134 of the Companies Act, 2013
read with the Companies (Accounts) Rules, 2014 are given in
Annexure I forming part of the Directors' Report.

CORPORATE GOVERNANCE:

In terms of Listing Regulations and Companies Act, 2013, a
report on the Corporate Governance along with a certificate
from the Auditors of the Company regarding compliance of
the conditions of Corporate Governance and Management
Discussion and Analysis Report are given in Annexure II and
III respectively, to this report.

CORPORATE SOCIAL RESPONSIBILITY
(CSR):

In line with company's CSR policy, the company has continued
helping in educating the under-privilledged and economically
challenged children. Keeping this in mind, the company initiated
to upgrade facilities and enhance the quality of education /
training of identified educational institutions. Accordingly, the
company is involved with three educational institutions through
direct participation in their upliftment as under:

i. Dharmveer Anand Dighe Jidd Special School at Thane
(Special School for Specially abled Children) and

ii. Daang Seva Mandal Ashram School at Nasik (boarding
and day-scholar school for adivasis and the under
priviledged children).

The Annual Report on CSR activities is given in Annexure IV
to this report.

INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financial controls
with reference to financial statements. During the year, no
reportable material weakness in the design or operation were
observed.

VIGIL MECHANISM:

Under the vigil mechanism of the Company, by way of a whistle
blower Policy, protected disclosure can be made by a whistle
blower to the Managing Director. The Whistle Blower Policy
may be accessed on the Company's website at the link: http://
www.caprihansindia com/corporate policy

SEXUAL HARASSMENT MECHANISM:

The Company has adopted a policy on Prevention of Sexual
Harassment at Workplace and formed a committee to address
the complaints in this regard.

The Company has complied with provisions relating to the
constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

During the financial year 2022-23, no complaints were received
in this regard.

AUDITORS AND AUDITORS REPORT:

STATUTORY AUDITOR:

At the Seventy-fourth Annual General Meeting (AGM) held on
September 30, 2020, M/s. Batliboi & Purohit, Chartered
Accountants (Firm Reg.No 101048W), were appointed as
the Statutory Auditors of the Company to hold office for five
years, from the conclusion of the Seventy-fourth AGM until the
conclusion of Seventy-ninth AGM of the Company to be held
in the year 2025.

COST AUDITOR:

At the Seventy Sixth Annual General Meeting (AGM) held on
August 10, 2022, M/S. Dhananjay V Joshi & Associates, Cost

Accountants (Firm Reg. No 000030), were appointed as Cost
Auditors of the Company, for conducting the audit of cost
records of the Company for the financial year 2022-23.

SECRETARIAL AUDITOR:

The Board had appointed M/s DVD & Associates, Practising
Company Secretaries, to carry out Secretarial Audit under the
provisons of Section 204 of the Companies Act, 2013 for the
financial year 2022-23.

The Report of the Secretarial Auditor pursuant to Section 204(1)
of the Companies Act, 2013 and the rules made thereunder is
given in Annexure VI to this report.

DISCLOSURES:

a. AUDIT COMMITTEE:

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

b. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES:

In terms of the provisions of Section 197(12) of the
Companies Act (herein referred as Act), read with Rules
5(2) and 5(3) of the Companies (Appointment and
Remuneration of Mangerial Personnel) Rules 2014
statement showing the names and other particulars of the
employees drawing rumuneration is excess of the limits
set out in the said rules forms part of the Annual Report.

Disclosure pertaining to remuneration and other details as
required under Section 197(12) of the Act, read with Rules
5(1) of the Companies (Appointment and Remuneration
of Mangerial Personnel) Rules, 2014 also forms part of the
Annual Report.

However, as per the provisions of Section 136(1) of Act,
the Report and Accounts are being sent to the Members,
excluding the aforesaid information. Any member
interested in obtaining such particulars may inspect the
same at the Registered Office of the Company.

c. EXTRACT OF ANNUAL RETURN:

Draft Annual Return in form MGT 7 has been uploaded on
the website of the Company i.e. www.caprihansindia.com

d. NUMBER OF BOARD MEETINGS:

The Board of Directors met 10 (Ten) times during the
year 2022-23. The details of the Board Meetings and the
attendance of the Directors are provided in the Corporate
Governance Report.

e. RELATED PARTY TRANSACTIONS:

The Related party transactions not in the ordinary course
of business are reported in Form AOC-2 as required under
provisions of Section 134 of the Companies Act, 2013
read with Rule 8(2) of the Companies (Accounts) Rules,
2014 is given in Annexure V to this report.

The related party transaction policy is available on the
Company's website at the link: http://www.caprihansindia
com/corporatepolicy

The disclosure relating to the transaction with related
parties are mentioned in Note No. 33 to the notes on
financial statement.

f. PARTICULARS OF LOAN GIVEN, INVESTMENT
MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED:

Particulars of loan given are provided in the Note No 6, 7
& 16A to the notes on financial statements.

INDUSTRIAL RELATIONS:

The industrial relations remained cordial during the year.

ACKNOWLEDGEMENT:

The Board wishes to place on record its appreciation of the
services rendered by the employees of the Company. The
Board also wishes to thank the Bankers for their continued co¬
operation and assistance extended by them.

On behalf of the Board of Directors

Ankita J. Kariya
Chairperson & Managing Director
Place: Mumbai

Siddharth S. Shetye
Director
Place: Mumbai

Dated: August 31, 2023