Your Directors have pleasure in presenting the 21st Annual Report of your Company together with the Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended 31st March, 2025.

1. Financial Highlights

The financial performance of your Company for the year ending March 31, 2025 is summarized below:

2. State of company’s affairs and future outlook

Your Company has registered the operational revenue of Rs. 16,245.01 lacs in the current year as compared to operational revenue of Rs. 13,802.40 lacs in the previous year. The Company has registered a profit after tax of Rs. 825.74 lacs as compared to profit after tax of Rs. 454.93 lacs in the previous year.

3. Transfer to reserves

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

4. Dividend

There was no dividend propose by the Company for the financial year under review.

5. Change in Nature of Business

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

6. Material changes and commitments

During the year, the Company has changed from “Sellowrap Industries Private Limited” to “Sellowrap Industries Limited”. The Company has filed the Draft Red Herring Prospectus with the National Stock Exchange, as the Company plans to get listed.

7. Share Capital

During the year, the Company has as allotted 6,05,900 equity shares by way of Preferential allotment. The paid-up share capital of the Company is Rs. 10,09,62,200/-

8. Particulars of Loans, Guarantees and Investments

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

9. Information about Subsidiary / JV/ Associate Company

The statement containing salient features of the financial statements and the performance of the Company’s subsidiaries/joint ventures/associate companies are given in Form AOC-1 is enclosed as “Annexure A”to this report.

10. Deposits

During the year under review, your Company has not invited any deposits from public/shareholders as per Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

11. Related Party Transactions

All the related party transactions were entered by the Company in ordinary course of business and were in arm's length basis. There were no transactions which require disclosure in Form AOC-2 as per rule 8(2) of Companies (Accounts) Rules, 2014 as amended from time to time. The details of the related party transaction have been stipulated in the financial statements and notes thereto forming part of the annual report.

12. Directors and Key Managerial Personnel

During the year, Mr. Amit Gupta (DIN: 00155629) was appointed as Non-Executive Director of the Company with effect from 30^th August 2024, Mr. Sarabjit Mokha (DIN: 10759868) was appointed as Director of the Company with effect from 1^st October 2024, Ms. Mayuri Dhavale (DIN: 02960956) was appointed as Independent Director of the Company with effect from 19^th October 2024, Ms. Savani Laddha (DIN: 03258295) was appointed as Independent Director of the Company with effect from 19^th October 2024 and Mr. Deepak Tanna (DIN: 02148981) was appointed as Independent Director of the Company with effect from 7^th November 2024,

Mr. Dharampal Gupta was appointed as Chief Financial Officer (CFO) of the Company with effect from 1^st October 2024. Ms. Sabha Shaikh, Company Secretary has resigned from the Company with effect from 21^st October 2024 and Ms. Shrushti Gandhi was appointed as Company Secretary of the Company with effect from 21^st October 2024

Mr. Sushil Kumar Poddar, Director (DIN: 00149285) retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

13. Audit Committee

The Company has constituted the Audit Committee in terms of the requirements of the Companies Act, 2013 read with the rules made there under with effect from 25^th November 2024. The Composition of Audit Committee is as under:

Ms. Shrushti Gandhi, Company Secretary of the Company acting as secretary in the meeting of Audit Committee. The Audit committee met 1 times during the previous financial year on 5th February 2025.

Ms. Shrushti Gandhi, Company Secretary of the Company acting as secretary in the meeting of Stakeholder Relationship Committee.

16. Corporate Social Responsibility Committee (CSR)

The Company has constituted the Corporate Social Responsibility Committee in terms of the requirements of the Companies Act, 2013 read with the rules made there under with effect from 25^th November 2024. The Composition of Stakeholder Relationship Committee is mentioned under “Annexure B”

17. Declaration by Independent Directors

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013.

18. Number of Meeting of Board of Directors

During the Financial Year, the Company held 12 board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of the Companies Act, 2013

19. Policy on Directors appointment and remuneration

The Board has framed and adopted the policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. For selection of any Director, the Nomination & Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and also takes into consideration recommendation, if any, received from any member of the Board. The Committee also ensures that the incumbent fulfills such other criteria regarding age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws. The Remuneration policy of the Company has been placed on the website of the Company and accessible at

https://www.sellowrap.com/pdf/Policies/Remuneration%20Policy_signed.pdf.

20. 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; and.

(e) 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.

21. Internal control systems and their adequacy

The Company has in place a well-defined organizational structure and adequate internal controls for efficient operations which is cognizant of applicable laws and regulations and the accurate reporting of financial transactions in the financial statements. The company continually upgrades these systems.

22. 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://www.sellowrap.com/annualreportsandreturns.html

23. 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 B” of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014

24. Annual evaluation of the Board of the Company

The annual evaluation of the Board is not applicable to the Company, not being Company as prescribed under Section 134 (3) (p). Hence, no disclosure is required to be given for the same.

25. 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 precooling, 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 precooling, 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

26. Business Risk Management:

The Board of Directors have developed & implemented a robust risk management policy which identifies the key elements of risks that threatens the existence of the Company.

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

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

28. 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.

♦ 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 20242025.

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

♦ 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 C”.

29. Board’s 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 Auditor's Report are self-explanatory.

30. 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.

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

The Company do not have employees excluding Directors of the Company who received remuneration during the year more than the limits prescribed under the provisions of Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

32. 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.

33. 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.

During the year ended 31st March 2025, no complaints pertaining to sexual harassment was received by the Company.

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

34. 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 Company’s 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

35. Fraud Reporting

There were no frauds reported by the auditor during the year under sub-section (12) of section 143 other than those which are reportable to the Central Government.

36. Cautionary Statement

The statements contained in the Board’s 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.

37. 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.