Huhtamaki India Ltd

Your Directors have pleasure in presenting the 75 th Annual Report of Huhtamaki India Limited (‘Company‘) along with the

Audited Statements of Accounts for the year ended December 31, 2024.

Your Company's financial performance during the year was as under :

The Company recorded net sales of 24,505 million during the year, compared to 24,813 million in the previous year, reflecting a marginal decline of 1%. Profit before Items and Tax stood at 860 million, as against 1,305 million in the previous year. While revenue remained largely in line with the previous year, profitability was impacted due to raw material cost inflation and an evolving sales product mix. The Company has a well-defined strategy to enhance competitiveness and is focused on long-term, sustainable growth initiatives aimed at driving profitability.

The Company reported an exceptional net income of 308.7 million for the year, primarily arising from the final conclusion of the divestment transaction of land at one of its erstwhile manufacturing sites.

We firmly believe that our core strategy, focused on operational efficiency, technology-enabled innovations, and value realization for our products, will strengthen the Company's long-term competitiveness while driving responsible profitable growth. Simultaneously, the Company continues to prioritize scaling its profitable core business and executing transformational projects across the organization.

Your Directors have recommended a dividend of 2/- per equity share of 2 each (100%). This dividend is subject to the approval of the Members at the forthcoming annual general meeting and if approved, Members whose name appear on the register of Members on April 24, 2025 will be entitled to the dividend. This would involve a total cash outflow of 151 million.

The declaration of dividend is in accordance with the Company's Dividend Distribution Policy which is available on the Company's website and can be accessed at https:// www.huhtamaki.com/en-in/flexible-packaging/investors/ corporate-governance-and-policies/policies/.

The Company did not invite or accept deposits covered under

Chapter V of the Companies Act, 2013 and there are no deposits outstanding as at Balance Sheet date.

The Company continued to optimize borrowings during the year by focusing on cash flows and working capital management. During the year, the Company has reduced External Commercial Borrowings by 1,000 million.

The Company is not required to transfer any amount to its reserves and accordingly no amount is transferred to reserves during the year under review.

The Company does not have a subsidiary and Form AOC-1 is not required to be provided. In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited financial statements, and related information of the Company are available on the website of the Company www.flexibles. huhtamaki.in

A review of the performance and future outlook of the Company and its businesses, as well as the state of the affairs of the business, along with the financial and operational developments have been discussed in detail in the

Management Discussion and Analysis Report, which forms part of the Annual Report.

Information pursuant to the provisions of Section 134 of the Companies Act, 2013 and the rules framed thereunder, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, forms part of this Report and is given at Annexure 1.

During the year, pursuant to the recommendation of the Nomination & Remuneration Committee and Board of Directors, the shareholders approved, by way of postal ballot and e-voting, the re-appointments of Ms. Seema Modi and Mr. Ashok Kumar Barat as Non-Executive Independent Directors of the Company for a second term of five years, from January 01, 2025 and April 01, 2025 respectively.

Mr. Sami Pauni retires at the forthcoming Annual General Meeting by rotation and being eligible, has offered himself for re-appointment. Details of the proposed re-appointment have been provided in the Explanatory Statement to the Notice of the 75th Annual General Meeting of the Company pursuant to Section 102 of the Companies Act, 2013. The Board has recommended his re-appointment.

Further, at its meeting held on March 21, 2025, based on the recommendation of the Nomination & Committee, the Board approved:

- the re-appointment of Mr. Dhananjay Salunkhe as Managing Director of the Company for a term of 3 (three) consecutive years with effect from August 12, 2025.

- the re-appointment of Mr. Jagdish Agarwal as Whole-time consecutive years with effect from May 26, 2025.

The aforesaid re-appointments are subject to approval of the Shareholders at the ensuing AGM.

Mr. Marco Hilty resigned as a Director of the Company w.e.f. January 31, 2025. The Board places on record its appreciation for the leadership and contribution made by Mr. Hilty during his association with the Company.

The Company has received necessary declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations, 2015 and the same has been noted by the Board of Directors.

The Board of Directors are of the opinion that Mr. Murali Sivaraman, Ms. Seema Modi and Mr. Ashok Kumar Barat,

Independent Directors of the Company meet the necessary criteria for continuing as Independent Directors of the Company, including having cleared the proficiency self-assessment test conducted by the Institute notified under sub-section (1) of Section 150 of the Act.

The Nomination and Remuneration Committee (NRC) employs a comprehensive and rigorous process to evaluate the performance of the Board, its Committees, Directors and the Chairperson. Each member of the Board independently assesses the performance of the Board, Committees, fellow

Directors and the Chairperson based on criteria established by the NRC, providing their valuable feedback. A detailed account of this evaluation process is included in the Corporate Governance Report, annexed to the Annual Report.

The Company has in place a policy for appointment and remuneration of Directors and Key Managerial Personnel, encompassing the criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act, and Part D of Schedule II of the Listing policy along with the criteria for selection is available on the Company's website at https://www.huhtamaki.com/en-in/ flexible-packaging/investors/corporate-governance-and-policies/policies/

During the year, the Board met 7 (seven) times. Particulars of attendance of directors at the said meetings are given in the Corporate Governance Report, which forms part of the

Annual Report.

M/s. BSR & Co. LLP, Chartered Accountants, (Firm Registration No. 101248W/W-100022) were appointed as the statutory auditors of theDirectoroftheCompanyfor Companyterm of3(three) for a term of 5 years from the conclusion of the 70th Annual General Meeting till the conclusion of the 75th Annual General Meeting. The first term of BSR & Co. LLP will end at the ensuing Annual General Meeting and it is proposed to re-appoint them as statutory auditors of the Company for the second term of 5 years from the conclusion of the 75th Annual General Meeting till the conclusion of the 80^th Annual General Meeting.

M/s. BSR & Co. LLP have confirmed that they meet the eligibility criteria and are free from any disqualifications as specified under Section 141 of the Companies Act, 2013 and have affirmed their independent status.

The Auditors' Report to the Members on the Accounts of the

Company for the year ended December 31, 2024, is a part of the Annual Report. The said Audit Report does not contain any qualification, reservation, or adverse remark.

There are no instances of fraud which are required to be reported by the auditors under Section 143(12) of the Act and rules framed thereunder.

The Company is required to maintain the cost records as specified by the Central Government in terms of Section of the Companies Act, 2013 and accordingly such accounts and records are prepared and maintained by the Company.

On the recommendation of the Audit Committee, the

Board of Directors appointed M/s. R. Nanabhoy & Co.,

Cost Accountants as the Cost Auditors of the Company for conducting the audit of the cost records maintained by the Company for the Financial year 2025. M/s. R. Nanabhoy & Co. have confirmed that they meet the eligibility criteria and are free from any disqualifications as specified under 141(3) and the proviso to Section 148(3) of the Companies Act, 2013. They have also affirmed their independent status.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014, a resolution seeking members' approval for the ratification of remuneration payable to the Cost the Financial Year 2025 forms part of the notice of the 75 ^th Annual General Meeting of the Company and the same is recommended for your consideration and approval.

The Board of Directors appointed M/s. BNP & Associates,

Company Secretaries, to conduct the Secretarial Audit for

FY 2024, in compliance with the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report, as submitted by the Secretarial Auditors, is annexed to this Report as Annexure 2. The reportdoesnotcontainany adverse remarks.

The Annual Secretarial Compliance Report, issued in accordance with Regulation 24A of the Listing Regulations, is included in the Annual Report and has been duly submitted to the stock exchanges within the prescribed timeline of 60 days from the end of the financial year.

During the year 2024, your Company has ensured compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

As per the requirements of the amended Listing Regulations and based on the recommendations of the Audit Committee and the Board of Directors, the Company proposes to appoint M/s. BNP & Associates, Company Secretaries, as the Secretarial Auditors for a period of 5 years from conclusion of the 75th AGM till conclusion of 80 th AGM.

People are our biggest asset and the Company is invested in the holistic development, health and well-being of our employees. The Company has been providing continuous skill upgradation and learning opportunities through structured training programs, career discussions and individual development plans. A detailed note on Human Resources forms part of the Annual Report.

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 are annexed to this Report as Annexure 3.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section 136 of the Companies Act, 2013 the Report and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid information. Any member interested in obtaining such information may write to the Company at investor. communication@huhtamaki.com for and the same will be furnished on request.

During the year under review:

a) all contracts / arrangements / transactions entered by the Company with related parties were in its ordinary course of business and on an arm's length basis;

b) contracts / arrangements / transactions were entered into with related parties in accordance with the Policy of the Company on Materiality of Related Party Transactions and on dealing with Related Party Transactions.

The Company has not entered into any contract / arrangement / transaction with related parties which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies

(Accounts) Rules, 2014.

The Company has not granted any loans or made any investments or provided any guarantees or security to the parties covered under Sections 185 and 186 of the Act, during the financial year ended December 31, 2024.

In accordance with the provisions of Section 135 of the

Companies Act, 2013, the Company has constituted a ‘Corporate Social Responsibility (CSR) Committee' and formulated a CSR Policy. The details of the CSR Policy, the composition of the Committee, key CSR initiatives, CSR expenditure during the year and other relevant information are provided as Annexure 4 to this Report, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended.

The Company remains committed to CSR and firmly believes that its business objectives should align with the legitimate developmental needs of the society in which it operates. During the year under review, the Company set off 9.8 Million and incurred additional expenses of 11.5 million towards CSR activities.

The CSR initiatives of the Company are primarily focused on key areas such as environmental sustainability, healthcare, promotion of education and skill development, social welfare, rural development and the provision of drinking water, sanitation facilities and hygiene.

The Company embodies its core values ‘Care, Dare, Deliver' with integrity, fostering a culture of openness, transparency and the highest ethical standards in all its actions. Compliant and ethical business conduct is viewed as a hallmark of responsible leadership, guiding every employee and every business transaction the Company undertakes.

The Huhtamaki Ethics and Compliance Program underscores the Company's unwavering commitment to integrity and legal compliance across the organization. This program acts as a comprehensive toolkit, enabling the Company to conduct its business in full adherence to laws, regulations and ethical standards. It also ensures that robust procedures are in place to prevent involvement in any unethical business activities.

Risk Management at Huhtamaki aims to identify potential events that may affect the achievement of Huhtamaki's objectives as outlined in its 2030 Strategy. Its purpose is to manage risks to a level that the Company is capable and prepared to accept so that there is reasonable assurance and predictability regarding the achievement of the Company's objectives. The aim is also to enable the efficient allocation resources and risk management efforts.

The Company has formulated Risk Management Policy to review and control risk and has constituted a Risk Management Committee which oversees and monitors implementation of the Policy, validates the process of risk management and mitigation and periodically reviews and evaluates the Company's Risk Management Policy.

Recommendations / Observations of the Risk Management Committee are taken to the Board. The Committee and the Board review the Risk Assessment procedures periodically to ensure that risk including Information Technology and Cyber Security risks are controlled/mitigated by the management.

In 2024, the management identified and assessed strategic, operational and financial risks and opportunities. Risk treatment actions were defined in order to reach acceptable risk levels at each stage. The risks were reviewed by the Risk

Management Committee twice during the year and taken note of by the Board of Directors.

Internal control is an essential part of the corporate governance and management of the Company. The Company has defined the operating principles for internal control. The Audit Committee monitors the effectiveness and efficiency of the internal control systems and the correctness of the financial reporting. The aim of internal control is to ensure reliability of financial reporting, effectiveness and efficiency of operations as well as compliance with laws and regulations. Control of financial reporting assures that financial statements are prepared in a reliable manner. The aim is also to ensure that all financial reports published and other financial information disclosed by the Company provide a fair view on the Company's financial situation. Control of operations is aimed at ensuring effectiveness and efficiency of operations and achievement of the Company's strategic and financial objectives. Control of compliance ensures that the Company follows applicable laws and regulations.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are given in the Management's Discussion and Analysis, which forms part of the Annual Report.

Internal audit: The Company has a strong and independent in-house Internal Audit (“IA”) department that functionally reports to the Chairman of the Audit Committee, thereby maintaining its objectivity. The Objective of Internal Audit is to provide an independent, objective assurance and advisory service designed to add value and improve an organization's operations. Internal Audit aims at accomplishment of organizational objectives by bringing a systematic, disciplined ofapproach to evaluate and improve the effectiveness of governance, risk management and control processes.

The Audit Committee approves the annual internal audit plan. Audit Committee has two meetings in a year dedicated exclusively to focus on internal audit observations, key findings, conclusions and recommendations for control improvements. The implementation of the action plan is followed up periodically by the line management and reviewed by Internal Audit function.

As required under Section 92(3) of the Act, the Company has placed a copy of the annual return on its website and the same is available in the Investors Section on the Company's website at the link given below. The Annual Return for the year would be updated once the same is filed with the Registrar of

Companies in due course.

https://www.huhtamaki.com/en-in/flexible-packaging/ investors/financials/annual-reports/

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Act, the Board of Directors of the Company confirms :

a. that in the preparation of the annual financial statements for the year ended December 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures if any;

b. that such accounting policies as mentioned in Note 3 of the Notes to the Accounts have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on December 31, 2024, and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has 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 and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. that the proper systems to ensure compliance with the provisions of all applicable laws are in place and were adequate and operating effectively.

Neither any application has been made nor any proceeding is pending in respect of the Company under the provisions of Insolvency and Bankruptcy Code 2016.

The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise;

The Company has not issued any shares (including sweat equity shares) to employees of the Company under any scheme;

Neither the Executive Director nor the Whole-time Directors of the Company receive remuneration or commission from any of its subsidiaries;

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;

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 this Report;

The Board wishes to place on record its gratitude for the confidence reposed in the Company by our bankers, government authorities, customers, vendors and all shareholders. The Board further wishes to record its sincere appreciation for the significant contributions made by employees at all levels for their commitment, dedication and contribution towards the operations of the Company.