Your Directors hereby present the Annual Report of the Company together
with Audited Statement of Accounts for the financial year ended March 31,
2024.

Review of operations:

The Company is predominantly into the business of Manufacturing of Sealing,
Packing and Insulation products.

I. FINANCIAL RESULTS:

The Financial highlights are below:-

Financial Performance:

During the year under review the company has carried out business
and has registered a turnover of Rs. 3067.49 lacs as compared to the
previous year's turnover of Rs. 2546.26 lacs.

The Company is in the process of setting up of a plant in Thane
Maharashtra which will be funded in a combination of equity and Debt
and is in discussion with Government Authorities.

The Company is proposing to raise additional funds to strengthen its
balance sheet, have access to long term resources to meet its growth
requirements and for general corporate purposes. Towards achieving it,
the Board of Directors have proposed issue of Warrants on preferential
basis to a select group of non-promoters and have sought approval
of the shareholders. Necessary details of the proposed issue have
been detailed in the Notice to this Annual General Meeting. Suitable
approval for increase in the Authorized Share Capital of the Company
and consequent amendments in the Memorandum and Articles of
Association has been sought from the Shareholders of the Company.
Members are requested to refer to the Notice to this Annual General
Meeting.

The Company shall utilize the proceeds from the preferential issue
of Warrants to fund the capital requirement for the purpose of
capital expenditures, de-bottlenecking capital expenditure, logistics
infrastructure, optimizing plants to consolidation, working capital
requirements, investment in technology and for general corporate
purpose which shall enhance the business of the Company and for any
other purpose as may be decided and approved by the Board.

II. PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within
the meaning of Section 2(31) and Section 73 of the Companies Act
2013 and Rules framed thereunder. The Company however has filed the
Return of Exempted Deposits in Form DPT-3 with the MCA.

III. DIVIDEND:

Your Directors do not recommend any dividend for the financial year.

IV. STATE OF AFFAIRS OF THE COMPANY:

Your Company with the approval of the shareholders and Ministry of
Corporate Affairs vide certificate dated August 01, 2022 converted
Rex Sealing & Packing Industries Private Limited into public limited
Company. The Company name is now Rex Sealing & Packing Industries
Limited ("the company").

Pursuant to the conversion, the Company undertook re-designation
of its Board Members vide resolution dated August 01, 2022. The
Company has also appointed 2 Independent Directors and a Company
Secretary on August 08, 2022.

Further, as per the requirements of the Companies Act, 2013 and the
SEBI (LODR), 2015, the Company has constituted Audit Committee,
Nomination and Remuneration Committee and Stakeholders
Relationship Committee on August 08, 2022.

The Company applied for listing under the BSE SME segment for
which the Company opened an IPO on 30^th December, 2022 for issue
of 5,90,000 shares at a price of Rs. 135 per share and the shares
were listed on the exchange on January 12, 2023. The Company has
thereafter complied with all the regulatory requirements of SEBI.

V. MATRIAL CHANGES AND COMMITMENTS:

Apart from the changes disclosed, there are no material changes and
commitments, affecting the financial position of the Company which
has occurred between and at the end of the financial year of the
Company i.e. March 31, 2024.

VI. SHARE CAPITAL

During the year, there has been no changes in the Share Capital of the
Company during the financial year 2023-24.

Your Company has appointed M/s Bigshare Services Private Limited
as Registrar and transfer agents. All the shares are currently held in
de-mat mode by the shareholders.

VII. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into by the Company with Related parties
were in the ordinary course of business and at Arm's length basis. The
Audit Committee from time to time reviewed and approved the said
transactions. Disclosures as required as per Accounting Standard are
made in notes to accounts. Form AOC-2 is attached as Annexure B
which forms part of this Report.

VIII. HOLDING COMPANY AND SUBSIDIARY COMPANY

The Company does not have any Subsidiary or Holding Company.

IX. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act
2013 read with the Companies (Audit and Auditors) Rules 2014
M/s B.B.Gusani and Associates, (Chartered Accountants), Mumbai,
Statutory Auditors were appointed in the Annual General Meeting held
on September 15, 2022 for a period of five years to hold office from the
conclusion of the Extra Ordinary General Meeting held on 2022 until
the conclusion of the Annual General Meeting to be held on 2027.

As per the Companies Act, 2013 and rules there under applicable for
companies a Firm (Practicing Chartered Accountant Firm) shall be
appointed/re-appointed for a period of maximum two terms of five
consecutive years.

Rotation is applicable to a listed company and following classes of
companies excluding OPC and small companies:-

a. All unlisted companies having paid-up share capital of rupees
ten crore or more;

b. All private companies having paid-up share capital of rupees fifty
crore or more;

c. All companies having paid up capital below threshold limit
mentioned in (a) and (b) above, but having public borrowings
from financial institutions, banks or public deposits of rupees
fifty crores or more.

Small Company is defined a company that is not a public company
and has a paid-up share capital equal to or below Rs. 4 crores or such a
higher amount specified not exceeding more than Rs. 40 crores.

Since your Company is a listed Company, the provisions for Rotation of
Auditors are applicable. This is the first term for M/s B.B.Gusani and
Associates, (Chartered Accountants), Mumbai, as Statutory Auditors of
the Company.

X. EXPLANATIONS BY THE BOARD ON QUALIFICATION BY THE
AUDITORS:

There are no qualifications issued by the Auditors for the period 2023¬
24.

XI. EXTRACT OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of Section 134 and sub-section (3)
of Section 92 of the Companies Act 2013, read with Rule 12 of the
Companies (Management and Administration) Rules, 2014 the extracts
of the Annual Return as at March 31, 2024 forms part of this report as
"Annexure A".

XII. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

(a) Conservation of energy

The details of conservation of energy are annexed.

(b) Technology absorption

The activities of the company do not involve any technology
absorption

(c) Foreign exchange earnings and Outgo

Foreign exchange earnings: Rs.1,38,05,556/- (Previous Year Rs.
1,23,61,057/-)

Foreign exchange Outgo: Rs. 8,26,86,388/- (Previous Year Rs.
9,80,43,411/-)

(d) Expenditure on Research & Development: Rs. NIL (P.Y. NIL).

XIII. DIRECTORS:

1. CHANGE IN DIRECTORSHIP OF THE COMPANY:

During the year (FY2022-23) under review, two new Independent
Directors were appointed w.e.f. August 08, 2022 and the existing
Directors were re-desginated w.e.f. August 01, 2022 as below:-

The Company presently has six Directors.

The Independent Directors have been appointed for a period of five
years (first term).

The Board of Directors have appointed Mr. Niranjan Nayak as Chief
Financial Officer of the Company w.e.f. August 01, 2022.

The Board of Directors have appointed Ms. Aishwarya Kachhwaha as
Company Secretary and Compliance Officer for the Company w.e.f.
January 05, 2024.

During the year Ms. Saloni Patwa Company Secretary resigned on
October 06, 2023. Ms. Shruti Acharya who was appointed as Company
Secretary on October 07, 2023 also resigned on November 27, 2023.

Necessary forms in connection with the above have been filed with
Ministry of Corporate Affairs.

2. BOARD MEETINGS AND COMMITTEE MEETINGS:

BOARD MEETINGS

During the year Seven (7) Board Meetings were convened and held the
intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013 and the dates were as follows:

AUDIT COMMITTEE MEETING

The Audit Committee comprises of 2 Independent Directors Mrs.
Priyanka Moondra Rathi and Ms. Mayuri Bipinbhai Rupareliya and one
Non-executive Director Mrs. Meeta Nayak.

During the year Five (5) Audit Committee Meetings were convened
and held the intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013 and the dates were
as follows:

STAKE HOLDERS RELATIONSHIP COMMITTEE MEETING

The Stakeholders Relationship Committee comprises of 2 Independent
Directors Mrs. Priyanka Moondra Rathi and Mrs. Mayuri Bipinbhai
Rupareliya and one Non-executive Director Mrs. Meeta Nayak.

During the year Three (3) Stakeholder Relationship Committee
Meetings were convened and held the intervening gap between the
Meetings was within the period prescribed under the Companies Act,
2013 and the dates were as follows:

NOMINATION AND REMUNERATION COMMITTEE MEETING

The Nomination and Remuneration Committee comprises of 2
Independent Directors Mrs. Priyanka Moondra Rathi and Mrs. Mayuri
Bipinbhai Rupareliya and one Non-executive Director Mrs. Meeta
Nayak.

During the year Three (3) Nomination and Remuneration Committee
Meetings were convened and held the intervening gap between the
Meetings was within the period prescribed under the Companies Act,
2013 and the dates were as follows:

BOARD EVALUATION

The annual evaluation of Directors, the Board and also the
Committees was conducted without the participation of
the Director being evaluated on the basis of certain criteria
recommended by the Nomination and Remuneration Committee
and adopted by the Board.

Pursuant to the provisions of the Companies Act, 2013,
Independent Directors at their meeting without the participation
of the Non-independent Directors and Management, considered/
evaluated the Boards' performance, Performance of the Chairman
and other Non Independent Directors. The Board have undergone
a formal review which comprised Board effectiveness survey,
360 degree and review of materials. This resulted in a full Board
effectiveness report and Directors' feedback. This is further
supported by the Chairman’s Annual Director Performance Review.
The Board subsequently evaluated its own performance, the
working of its Committees (Audit, Nomination and Remuneration
and Stakeholders Relationship Committee) and Independent
Directors (without participation of the relevant Director). The
criteria for performance evaluation have been detailed in the
Corporate Governance Report.

CHANGE IN DIRECTORS AND KEY MANAGEMENT PERSONNEL

During the year there has been no change in the Independent
Directors of the Company.

During the year there has been change in Company Secretary of
the Company.

The meeting of Independent Directors was held on January
05, 2024 as per the terms of requirement of Schedule IV of

the Act. Independent Directors have furnished Declaration of
Independence stating that they meet the criteria of Independence
as provided under Section 149(6) of the Companies Act, 2013
including any amendment thereof.

XIV. RELATED PARTY TRANSACTIONS:

There contracts / arrangements / transactions entered by the Company
during the financial year with related parties are disclosed in form
AOC-2 that is attached as Annexure B.

XV. SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company had engaged M/s
Aabid & Co, Practising Company Secretaries, Mumbai, to conduct the
secretarial audit in the Company for the financial year 2023-24. The
Secretarial Audit Report (In Form MR-3) is attached as Annexure - D to
this Report.

XVI. COST AUDITORS

As the turnover of the Company is less than the threshold limit as
per Section 148 of the Companies Act 2013 read along with the said
rules, there was no requirement for appointment of Cost Auditor for the
financial year 2023-24

XVII. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors
make the following statements in terms of Section 134(3) (c) of the
Companies Act, 2013:

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

2. that such accounting policies as mentioned in the Notes to
the Financial Statements have been selected and applied
consistently and judgment 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 at March 31, 2024 and of
the profit of the Company for the year ended on that date;

3. 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.

4. That the annual financial statements have been prepared on a
going concern basis;

5. That proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.

6. That systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.

XVIII. INTERNAL FINANCIAL CONTROLS

In view of the suspension of business operation and constraint of
resources, the processes and procedures are curtailed to ensure
minimal administrative expenses. The Company adopted policies and
procedures to extent required to ensure safeguarding of its assets,
prevention of frauds, completeness of accounting records and timely
preparation of reliable financial information. The internal financial
controls are reviewed periodically and its weakness found, if any, is
reported to Audit Committee from time to time.

XIX. INTERNAL AUDIT AND RISK MANAGEMENT

The Company had carried out a risk assessment exercise, which was
facilitated by a well-known firm of Consultants when certain risks were
identified for the Company. A mitigation plan was also drawn up. The
Audit Committee reviews risks from time to time and instructs the
mitigation steps, if any, required to eliminate/ minimize the risk/s
on on-going basis. The Audit Committee has additional oversight
in the areas of financial risks and controls. As per section 138 and
other applicable rules (including any statutory modification) of the
Companies Act 2013 the Company has appointed M/s. D G M S and
Associates Chartered Accountants as Internal Auditors of the Company
for the financial year 2023-24. Pursuant to Section 134(3)(n) of the
Companies Act, 2013, Company has formulated Risk Management
Policy.

XX. VIGIL MECHANISM

The Board has adopted a Whistle Blower Policy which provides a
platform to report unethical behavior, actual or suspected fraud,
concerns and grievances regarding violation of Code of Conduct of
the Company. The policy facilitates direct reporting of concerns to the
Chairman of the Audit Committee. During the year, the Company did
not receive any complaints.

XXI. POLICY AGAINST SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted a policy against Sexual Harassment and
constituted Internal Compliant Committee in terms of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. During the year under review, the Company did
not receive any complaint.

XXII. DISCLOSURES

Your Directors state that no disclosure or reporting is required in
respect of the following items, as the same are either not applicable
to the Company or relevant transactions or event have not taken place
during the year under review:-

a. Issue of Equity Shares with differential rights as to dividend,
voting or otherwise.

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

c. 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.

d. The provisions of Section 135 read with Schedule VII of the
Companies Act 2013, relating to Corporate Social Responsibility
is not applicable.

e. Provisions of Section 148 of the Companies Act, 2013 relating to

Cost Audit is not applicable.

During the year the Company has paid Rs. 3,50,000 towards
Statutory Audit, Tax Audit, Taxation matter and other services
including reimbursement of expenses as detailed below:-

XXIII. INTERNAL COMPLAINTS COMMITTEE UNDER THE PREVENTION
OF SEXUAL HARRASSMENT AT WORK PLACE (PREVENTION
PROHIBITION AND REDRESSAL) ACT. 2013 (POSH ACT)

The Company has adopted an Anti Sexual Harassment Policy for
prevention, prohibition and redressal of Sexual harassment, pursuant
to the provisions of sexual harassment at work place (Prevention,
Prohibition and Redressal) Act, 2013. During the year under review, no
complaints were received by the Company pursuant to the aforesaid
Act / Policy.

XXIV. HUMAN RESOURCES

The Company understands that employees are vital and valuable
assets. Your Directors place on record their sincere appreciation for
the valuable contribution made by the employees across all levels of
the organization.

XXVI. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY
COMPANY:

Your Directors state that in compliance of Section 186(4) of Companies
Act 2013, there are no loans given, investment made or guarantee
given or security provided under the provisions of Section 186 of the
Companies Act, 2013..

XXVII. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As the Net worth / Turnover / Net Profit of your Company is less
than the threshold limit of Rs.500 crore / Rs.1000 crore/ Rs.5 crore
respectively, Corporate Social Responsibility is not applicable for the
Company.

XXVIII. MANAGEMENT DISCUSSION AND ANALYSIS

The industrial gaskets are used various industries such as refineries,
power generation, chemical processing, food & pharmaceuticals, and
others. The gasket segment is projected to register the fastest CAGR
over the forecast period. The gaskets handle pressure and temperature
fluctuations, bolt stress relaxation, and creep. In addition, it prevents
the ingress or leak of toxic and corrosive chemicals and media.
Thus, gaskets are widely used for extreme chemical and temperature
demands in the chemical process and aerospace. Non-metallic
gaskets are witnessing high demand in automotive electronics, further
supplemented by the rising automotive production, particularly in Asia
Pacific and Europe. In addition, gaskets manufactured with advanced
materials, which are lightweight and offer high functionality, are
expected to drive the demand for non-metallic gaskets.

India has now been ranked sixth among the world's ten largest
manufacturing countries. The petrochemical industry contributes

about 30% of raw materials to the chemical industry, which is
expected to reach USD 300 billion by 2025. Furthermore, factors such
as the growing industrial, electrical, and electronics sectors in the
developing economies, including China, India, and ASEAN countries,
are further expected to boost the demand for gaskets and seals in the
region.

STRENGTH

Your Company is an ISO 9001 & 14001 Certified company. We follow
British Standard ("BS"), Deutsches Institut fur Normung (DIN) - German
Standard, ASTM ("American Standard"), and American Standard Soc
of Mechanical Engineers ("ASME") quality standards for our range of
products.

The diversified products include four major categories:

1. Compressed Fibre Jointing Sheets / Gaskets

2. Gland Packing & Ropes

3. Fabric Expansion Joints

4. Technical and Heat Resistance Textiles

All the products are manufactured in-house at our manufacturing
facilities, which enables us to have an effective control over the
manufacturing process and to ensure consistent quality of our products.

The manufacturing unit is strategically located at Panvel providing us
with strategic and operational advantages and has a well-equipped
laboratory, modern technology and testing equipments with supporting
environment and facilities, to ensure that the products conform to the
pre-determined standards.

Your Company is in the process of setting up an additional
manufacturing facility at Anand Nagar, MIDC Ambernath, admeasuring
4000. Sq meter for expansion of business and manufacture of all types
of "Asbestos Free" Gaskets sheets for Automotive, Steel and other
process unit.

Your Company has a dedicated in-house Research & Development Laboratory
("R&D") which undertakes rigorous testing and quality management. Our
dedicated R&D team tests the raw materials procured and the products
manufactured. The R&D team is instrumental in maintaining the high quality
of our products.

WEAKNESS

Your Company depends on a number of suppliers within India and abroad, for
procurement of raw materials required for manufacturing our products and
the cost of raw materials is about two thirds of the revenue.

Your Company has not entered into long term contracts with suppliers and
prices for raw materials are normally based on the quotes that the Company
receives from various suppliers. Inadequate and timely unavailability
substandard quality of the raw materials used in the manufacture of our
products, could have a material adverse effect our business.

Your Company maintains a constant relationship with the suppliers and also
is constantly on the look-out for various alternative sources for sourcing of
good quality and cheaper materials.

OPPORTUNITY

The India industrial gaskets market witnessed a healthy growth in the
historical period of 2017-2021. The India industrial gaskets industry is
expected to grow at a CAGR of 6% in the forecast period of 2022-2027.

India has now been ranked sixth among the world's ten largest manufacturing
countries. The petrochemical industry contributes about 30% of raw materials
to the chemical industry, which is expected to reach USD 300 billion by
2025. Furthermore, factors such as the growing industrial, electrical, and
electronics sectors in the developing economies, including China, India, and
ASEAN countries, are further expected to boost the demand for gaskets and
seals in the region.

Your Company is in the process of setting up an additional manufacturing
facility at Anand Nagar, MIDC Ambernath, admeasuring 4000. Sq meter
for expansion of business and manufacture of all types of "Asbestos Free"
Gaskets sheets for Automotive, Steel and other process unit.

THREATS

Your Company's products are used by some well-known industrial houses
in Petrochemical, Pharmaceutical, Power, Steel, Cement, Chemical, Gas and
Process industry. The customers include large corporate houses who account
for about two thirds of our revenue from operations. The loss of any significant
clients would have a material effect on our financial results.

Your Company values customers and is constantly striving to create value for
our customers through products offered and committed deliveries.

XXIX. ACKNOWLEDGEMENTS:

Your Directors thank the various Central and State Government Departments,
Organizations and Agencies for the continued help and co-operation
extended by them. The Directors also gratefully acknowledge all stakeholders
of the Company viz. customers, members, dealers, vendors, banks and other
business partners for the excellent support received from them during the
year.

The Company manages monitors and reports on the principal risks and
uncertainties that can impact its ability to achieve its strategic objectives.

XXX:- OTHER DISCLOSURES

General Body Meetings: Details of the Annual General Meetings held during
the preceding three years are given below:

Extra Ordinary General Meeting: During the year, no Extra Ordinary General
Meetings were held.

Means of Communication: The Company recognizes the importance of two¬
way communication with shareholders and of giving a balanced reporting of
results and progress and responds to questions and issues raised in a timely

and consistent manner. Shareholders seeking information may contact the
Company directly throughout the year. They also have an opportunity to ask
questions in person at the Annual General Meeting. Some of the modes of
communication are mentioned below:

Half yearly Results The approved financial results are forthwith sent to
the Stock Exchanges where the shares are listed and are displayed on the
Company's website www.rexseal.com and are published in Business Standard
(English) and Tarun Bharat (Marathi), within forty-eight hours of approval
thereof.

Website :- All the information and relevant policies to be provided under
applicable regulatory requirements are available on the website of the
company www.rexseal.com in a user-friendly form.

Designated Email ID: The Investors can register their grievances and
complaints on the email id of the compliance@rexseal.com. This email id is
displayed on the company's website www.rexseal.com.

SEBI Complaints Redressal System (SCORES) SCORES is a system
implemented by SEBI which enables investors to lodge their complaints
electronically on the SEBI website. The investor complaints are processed in
a centralized web-based complaints Redressal system. The salient features
of this system are centralized database of all complaints, online uploading of
Action Taken Reports (ATRs) by the concerned companies and online viewing
by investors of actions taken on the complaint and its current status.

Compliance Certificate: The Company has complied with the mandatory
requirements as stipulated under the Listing Regulations. M/s Aabid & Co,
Practicing Company Secretaries, have issued the MR-3 certification.

Monthly High Low of Share Price movements

MD and CFO Certification:

The Managing Director and Whole Time Director & CFO of the Company have
issued a certificate in terms of Regulation 17(8) of the Listing Regulations,
certifying that the financial statements do not contain any materially
untrue statement and these statements represent a true and fair view of the
Company's affairs. They also certify the accuracy of the financial results while
placing results before the Board.

Share Transfer System: For administrative convenience and to facilitate
speedy approvals, authority has been delegated to the Share Transfer Agents
(RTA) to approve share transfers. Share transfers / transmissions approved
by the RTA and/or the authorized executives are placed at the Board Meeting
from time to time. In case of shares in electronic form, the transfers are
processed by NSDL / CDSL through respective Depository Participants.

All shares are in dematerialised mode. The Company obtains from a Company
Secretary in Practice, half-yearly certificate of compliance with the share
transfer and other formalities as required under Regulation 40 of the Listing
Regulations and files a copy of the certificate with the Stock Exchanges.

Code of Conduct: The Board has laid down a Code of Conduct and Ethics
for the Members of the Board and Senior Management Personnel of the
Company.

All Board Members and Senior Management Personnel have affirmed
compliance with the Code of Conduct for the financial year 2023-24.
Requisite declaration signed by Mr. Naresh Nayak , Managing Director to this
effect is given below.

Compliance with the Code of Business Conduct and Ethics

As provided under Regulation 26 (3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, all Board Members and Senior
Management Personnel have affirmed compliance with Rex Code of Business
Conduct and Ethics for the year ended 31st March, 2024.

Copies of the aforementioned Codes have been put on the Company's website
and can be accessed at www.rexseal.com

Other Disclosures:

• All transactions entered into with Related Parties as defined under
the Companies Act, 2013 and Regulation 23 of the Listing Regulations
during the financial year 2023-24 were undertaken in compliance with
the aforesaid regulatory provisions;

• There were no materially significant transactions with related parties
during the financial year which were in conflict with the interest of the
Company;

• The register of contracts is placed before the Board/Audit Committee
regularly.

• There has been no non- compliance by the company on any matter
related to capital markets. Hence, the question of penalties or
strictures being imposed by SEBI or Stock Exchange or any other
regulatory authority does not arise.

• The Company has not raised any funds through preferential allotment
or qualified institutions placement.

• The Board of Directors confirm that they have accepted all the
recommendations received from all its Committees.

• No securities of the Company have been suspended during the year.

• The Company has adopted Policy on Prevention of Sexual Harassment
at Work Place as required by The Sexual Harassment of Women at
the Workplace (Preservation, Prohibition & Redressal) Act, 2013. The
Company has not received any complaints during the FY 2023-24.

• M/s. Aabid & Co, Practicing Company Secretaries have conducted
Secretarial Audit of the Company for the Financial Year 2023-24. The
Secretarial Audit Report forms part of the Director’s Report.

• The Company has paid Annual Listing Fees for the Financial Year 2023¬
2024.

The Company has not issued any GDRs/ADRs/Warrants or any convertible
instruments in the past and hence as on 31st March, 2024 the Company
does not have any outstanding GDRs/ADRs/Warrants or any convertible
instruments.

Policy Determining Material Subsidiaries and Related Party Transactions:

The Company has adopted the policy on determining material subsidiaries
and Policy on dealing with related party transactions.

Disclosure on Material Related Party Transactions: All transactions entered
into by the Company with related parties were in the ordinary course of
business and at arm's length pricing.

As mandated under the Companies Act, 2013 as also the SEBI (LODR)
Regulations, 2015 all the related party transactions were duly reviewed by
the Audit Committee of the Board and approved by the Board of Directors of
the Company.

There are no related party transactions or modifications of the existing
contracts or arrangements with related parties which are required to be
disclosed in the Board's Report.

Credit Rating: During the year Company has not obtained credit rating from
any of credit rating agency.

The credit rating by external rating agencies is not compulsory from
regulatory capital perspective, if the maximum aggregate exposure to one
counter party does not exceed the threshold limit of ' 7.5 crore.

Plant Location: Plot No. M- 44, M. I. D. C. Industrial Area, Taloja, Tal., Panvel,
Maharashtra 410208

Compliance with Mandatory Requirements and adoption of Non-Mandatory
Requirements: The Company has complied with all mandatory requirements
of the Listing Regulations.

The Company has adopted the following non-mandatory requirements of
Regulation 27(1) read with Part E of Schedule II of the Listing Regulations:

(a) Modified opinion(s) in audit report: The Company is Not in the regime of
financial statements with modified audit opinion.

(b) Reporting of Internal Auditor: The Internal Auditor reports directly to the
Audit Committee.

Disclosures of compliance with Corporate Governance requirements
specified in Regulation 17 to 27 and Regulation 46(2) (b) to (i) of the Listing
Regulations:

DECLARATION PURSUANT TO REGULATION 26(3) OF THE SEBI
REGULATIONS:

This is to confirm that the Company has adopted a Code of Conduct for its
employees including the Managing Director and Executive Directors. In
addition, the Company has adopted a Code of Conduct for its Non-Executive
Directors.

We, Mr. Naresh Nayak Managing Director and Mr. Niranjan Nayak Whole
Time Director and CFO of the Company, hereby confirm that, the Company
has in respect of the year ended 31st March, 2024, received from the
Senior Management and Board of Directors of the Company a declaration of
compliance with the code of conduct as applicable to them.

CEO/CFO COMPLIANCE CERTIFICATION

Compliance Certificate under Regulation 17(8) of SEBI (Listing Obligations
& Disclosure Requirements) Regulation, 2015

We, Mr. Naresh Nayak Managing Director and Mr. Niranjan Nayak Whole
Time Director and CFO of the Company do hereby certify to the Board that in
respect to the Financial Year ended on 31st March, 2024.

We have reviewed the Financial Statements, read with the Cash Flow
Statement of the Company and to the best of our knowledge and belief, we
state that:

a) these statements do not contain any materially untrue
statements or omit any material fact or contain statements that
might be misleading;

b) these statements together present a true and fair view of the
Company's affairs and are in compliance with existing accounting
standards, applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transactions
entered into by the Company during the year which are fraudulent,
illegal or violative of the Company's code of conduct.

3. We accept responsibility for establishing and maintaining internal
controls for financial reporting and that we have evaluated the
effectiveness of the internal control systems of the Company pertaining
to financial reporting and have disclosed to the Statutory Auditor and
the Audit Committee, deficiencies in the design or operation of such
internal controls, if any, of which we are aware and the steps we have
taken or propose to take to rectify these deficiencies.

4. We have indicated to the Statutory Auditor and the Audit Committee -

a) Significant changes, if any,(NIL for the year 2023-24) in internal
control over financial reporting during the year, if any;

b) Significant changes in accounting policies during the year, if
any, (NIL for the year 2023-24) and that the same have been
disclosed in the notes to the financial statements; and

c) Instances, if any of significant fraud of which we have become
aware and the involvement therein, if any, of the management or
an employee having a significant role in the Company's internal
control system over financial reporting. NIL for the year 2023¬
24.

FOR AND ON BEHALF OF THE BOARD

REX SEALING & PACKING INDUSTRIES LIMITED

Naresh Nayak Niranjan Nayak

Managing Director Whole Time Director and Chief Financial Officer

DIN: 0 0 347765 DIN: 02606926

Aishwarya Kacchhwaha

Company Secretary

Membership No.:51475

Place: Mumbai

Date: August 31, 2024