AGI Greenpac Ltd

Dear Members,

Your Directors are pleased to present the sixty-fifth Annual Report and the Company's audited financial statements for the financial year ended 31 March 2025.

Financial Results

The Company's financial performance for the year ended 31 March 2025 is summarized below

*During FY 2023-24, the Company did not have any subsidiary, joint venture, or associate company, therefore, the consolidated figures for FY 2023-24 have been left blank.

Operational Review

Your Company reported a strong performance during FY 2024-25 across its key business divisions. Your Company ended the year with standalone revenue from operations of H 2,528.82 crore over previous year corresponding figure of H 2,417.60 crore registering a growth of 4.6%. This resulted in profit before tax of H 426.83 crore in FY 2024-25 against H 339.92 crore in FY 2023-24, registering a growth of around 25.56%.

Performance and Outlook

AGI Glaspac

? Announced an investment of H 700 crore to set-up a new greenfield glass container manufacturing plant in Madhya Pradesh, increasing overall capacity by approximately 25%.

? Established a new subsidiary, Sun Reach Pack (FZE), in the UAE to enhance international engagement and promote exports.

? Recognized for excellence across various domains:

Sustainability:

? Bronze Winner at the 2024 International Green Apple Environment Awards for sustainable packaging.

? Named "Fastest Decarbonizing Packaging Products Company of the Year 2024" at the Suryacon Hyderabad- Telangana and AP Annual Solar Awards.

Technology/Innovation:

? Recognized as a "Best Brand 2024" by ET Edge for pioneering industry standards.

? Received the Innovation Excellence Award at the Diageo Annual Suppliers Conference 2024 for advancing packaging innovations.

? Honored with the "Innovative Application of AI" award at the 7^th Edition Technology Excellence Awards 2025 by Quantic Business Media Private Limited.

CSR:

? Best CSR Project award at the National CSR Impact Awards 2024.

AGI Clozure

? Launched three new specialty closure variants: Sunshine Series, Oak Series, and Alex Cap-On-Cap closures.

? Utilized world-class anti-counterfeiting solutions such as UTC laser marking and multicolour digital printing for product authenticity and traceability.

AGI Plastek

? Started manufacturing specialized bottles for leading beverage companies and sustainable packaging solutions like the 5-litre RPET jar for the food industry.

? Increased the supply of PET bottles with a high percentage of recycled material to meet the growing demand for environmentally conscious packaging.

Launched 'Tattva,' its corporate venture capital (CVC) arm, marking a strategic investment in fostering innovation within the packaging industry and related sectors.

Key Business Developments during the year under review

(i) The Company had submitted a Resolution Plan ("the Plan") for the acquisition of 100% stake in Hindusthan National Glass & Industries Limited (Corporate Debtors), under the Insolvency and Bankruptcy Code 2016. A Letter of Intent (LOI) dated 28 October 2022 was issued to the Company declaring the Company as a successful resolution applicant under CIRP with due authorisation of the Committee of Creditors of the Corporate Debtor. The Company had given its acceptance of the LOI and issued underlying performance bank guarantees as per the requirement of the LOI. After issuance of aforesaid LOI and some other regulatory approvals, certain litigations were initiated by various parties in various forums including with the Hon'ble Supreme Court of India, pertaining to the Corporate Insolvency Resolution Process ("CIRP") of Hindusthan National Glass & Industries Ltd. ("HNGIL").

On 29 January 2025, the Hon'ble Supreme Court (three-judges' bench) pronounced its judgment in a batch of matters titled "Independent Sugar Corporation Limited v. Girish Sriram Juneja & Anr.", Civil Appeal No.(s) 6071/2023 and connected matters, which inter alia pertained to the acquisition of HNGIL by the Company under the IBC ("Judgment"). In the aforesaid Judgment, by way of majority opinion, the Hon'ble Supreme Court had held against the Company's resolution plan to acquire HNGIL that had earlier been approved by the Committee of Creditors of HNGIL. The aforesaid Judgment does not impact the existing operations and profitability of the Company. On 11 February 2025, the Company had filed a Review Petition before the Hon'ble Supreme Court against the findings of the Judgment. As on the date of approval of this Directors' Report, the said Review Petition is pending before the Hon'ble Supreme Court.

(ii) The Board of Directors of the Company on 31 March 2025 has approved to set up a new Container Glass Plant (Greenfield Project) in Madhya Pradesh. The Project entails a capital expenditure inter-alia Land & Building, Plant & Machinery etc. of H 700 crore. The proposed capacity addition with the new Plant is 500 TPD. The commencement of commercial production in the new plant is expected in next two years.

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

During the year under review, the Company incorporated two wholly-owned subsidiaries: AGI Retail Private Limited (India) on 27 August 2024 and Sun Reach Pack (FZE) (Dubai, UAE) on 28 October 2024. Accordingly, as of 31 March 2025, the Company has 2 subsidiaries, including one foreign subsidiary. The Company had no Joint Venture or Associate Company during the year under review.

The Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013 ("Act"), the consolidated financial statements of the Company and all its subsidiaries have been prepared, which form part of the Annual Report, (please refer to the consolidated financial statements section of this Annual Report). Further, a statement containing the salient features of the financial statements of the Company's subsidiaries in the prescribed format AOC-1 forms part of the consolidated financial statements and hence not repeated here for the sake of brevity. The statements provide the details of performance, financial positions of each of the subsidiaries. In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on Company's website www.agigreenpac.com. These documents will also be available for inspection in the investors' section of the Company's website.

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

Dividend

Your Directors have recommended a dividend of H 7/- (i.e. 350%) per equity share (last year H 6/- (i.e. 300%) per equity share on each equity share of face value H 2/- for the financial year ended 31 March 2025, amounting to H 45.29 crore 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 22 August 2025.

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 deposits within the meaning of Section 73 of the Act and as such no amount of principal or interest on public deposits 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, Mr. Sandip Somany (DIN: 00053597), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

During the year under review, Mr. Vijay Kumar Bhandari (DIN: 00052716) and Dr. Nand Gopal Khaitan (DIN: 00020588), completed their second term as Independent Directors upon conclusion of the Annual General Meeting held on 18 September 2024 and thus ceased to be Directors of the Company with effect from such date.

The Shareholders at their 64^th Annual General meeting held on 18 September 2024 approved re-appointment of Mr. Anil Wadhwa (DIN: 08074310), Mr. Rakesh Sarin (DIN: 02082150) and Ms. Himalyani Gupta

(DIN: 00607140) as Independent Directors of the Company for a second term of five consecutive years with effect from 18 March 2025.

The Board, based on the recommendation of the Nomination and Remuneration Committee, appointed Dr. Laveesh Bhandari (DIN: 00693884), as an Additional Director in the category of Independent Director of the Company, for a term of five (5) consecutive years w.e.f. 7 November 2024 and Dr. Nand Gopal Khaitan (DIN: 00020588), as an Additional Director in the category of Non-Executive Non-Independent Director of the Company w.e.f. 7 November 2024. The members of the Company approved such appointment of Dr. Laveesh Bhandari as an Independent Director and Dr. Nand Gopal Khaitan as a Non-Executive Non-Independent Director by passing special resolutions through Postal Ballot on 26 December 2024.

During the year under review, the Board also appointed Mr. Rajesh Khosla as a Key Managerial Personnel of the Company w.e.f. 2 May 2024 and designated him as the Chief Executive Officer of the Company as per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Accordingly, as on 31 March 2025, there were eight (8) Directors on the Board of your Company, consisting of four (4) Independent Directors, three (3) Non-Executive Directors and One (1) Executive Director as Chairman and Managing Director (CMD) of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31 March 2025 were:

(i) Mr. Sandip Somany, Chairman and Managing Director;

(ii) Mr. Rajesh Khosla, Chief Executive Officer;

(iii) Mr. Om Prakash Pandey, Chief Financial Officer; and

(iv) Mr. Ompal, Company Secretary.

Auditors and Auditors' Reports

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 LLP, Chartered Accountants, as statutory auditors of the Company having Firm's Registration No. 301051E/E300284 to hold the office till conclusion of 67^th AGM 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 having Firm's Registration No. P2006DE003100 to conduct a Secretarial Audit of the Company for the financial year 2024-25, 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 2024-25 is enclosed as Annexure A to this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditor in their Report.

Further, in terms of the requirement of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") read with Section 204 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, on recommendation of the Audit Committee, has approved appointment of M/s. DMK Associates, Company Secretaries having Firm's Registration No. P2006DE003100 as the Secretarial Auditor of the Company for a period of five (5) consecutive years i.e. from FY 2025-26 to FY 202930, subject to the shareholders' approval at the ensuing AGM. A detailed proposal for appointment of Secretarial Auditor forms part of the notice convening the AGM.

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 2025 was H 12.94 crore.

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 notes on IEPF as mentioned in 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 on 31 March 2025, as required under Section 92(3) of the Act and prepared in prescribed format (MGT-7), 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 Regulations, is presented in a separate section forming part of this Annual Report.

Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations read with SEBI's Master Circular No. SEBI/ HO/CFD/PoD2/CIR/P/0155 dated 11 November 2024, 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 familiarize 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 training has been imparted to all designated persons by the Company. During the year under review there has been due compliance with the said code.

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 2025, 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 2025 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 Secretarial Auditors of the Company, confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

Contracts or 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 appended 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. 54 to the standalone 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, Ms. 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 the 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 2024-25 is enclosed as Annexure D to this report.

Number of Board Meetings

During the year under review, six (6) 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 Act.

Audit Committee

The Audit Committee comprises of four (4) members, three (3) of them are being Independent Directors and one (1) is Non-Executive Non-Independent Director. Mr. Rakesh Sarin (Independent Director) is the Chairman of the Committee.

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 hosted 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 standalone financial statements (Please refer note nos. 7, 8, 13, 17 and 62).

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 of the Company.

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, 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 organizations of a similar size, nature and complexity, the Company has adequate Internal Financial Controls System which ensures that all transactions are authorized, 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 endeavors 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 familiarization 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.

Cyber Security

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced inline with the threat scenarios. Your Company's technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

During the year under review, your Company did not face any incidents or breaches or loss of data breach in Cyber Security.

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. Revision of financial statement or the Report.

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

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

4. 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.

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

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

7. 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.

8. 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.