Mold-Tek Packaging Limited — Audit Report / Information 2023

May 29, 2023

MTPL/SECT/031/23-24 Date: 29th May, 2023

The Secretary,	The Manager, Listing Department,
Listing Department,	National Stock Exchange of India Limited,
BSE Ltd.,	Exchange Plaza, 5th Floor, Plot No. C/1,
Phiroze Jeejeebhoy Towers,	G Block, Bandra Kurla Complex,
Dalal Street, Fort, Mumbai-400001.	Bandra (E), Mumbai-400051.
Scrip Code: 533080	Symbol: MOLDTKPAC -EQ

Sir/Madam,

Sub: Annual Secretarial Compliance Report for F.Y. 2022-23

Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI, BSE and NSE Circulars issued from time to time, please find enclosed herewith the Annual Secretarial Compliance Report dated 27th May, 2023, for the year ended on 31st March, 2023, issued by Mr. Ashish Kumar Gaggar, Company Secretary in Practice.

Thanking you,

Yours faithfully,

For Mold-Tek Packaging Limited

SUBHOJEET BHATTACHARJE E Digitally signed by SUBHOJEET BHATTACHARJEE Date: 2023.05.29 14:06:42 +05'30'

Subhojeet Bhattacharjee Company Secretary & Compliance Officer

Encl: A/a

Flat No.201, IInd Floor, Lake View Towers, Safari Nagar, Near Hitech City, Kothaguda, Kondapur, Hyderabad - 500084 M: 9849223007 Email: ashishgaggar.pcs@gmail.com

SECRETARIAL COMPLIANCE REPORT OF "MOLD-TEK PACKAGING LIMITED" FOR THE YEAR ENDED 31STMARCH, 2023

I Ashish Kumar Gaggar have conducted the review of the compliance of the applicable statutory provisions and the adherence to good corporate practices by "MOLD-TEK PACKAGING LIMITED" (hereinafter referred as 'the listed entity'), having its Registered Office at 8-2-293/82/A/700, Ground Floor, Road No 36, Jubliee Hills, Hyderabad, Telangana - 500033. Secretarial Review was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and to provide my observations thereon.

Based on my verification of the listed entity's books, papers, minutes books, forms and returns filed and other records maintained by the listed entity and also the information provided by the listed entity, its officers, agents and authorized representatives during the conduct of Secretarial Review, I hereby report that the listed entity has, during the review period covering the financial year ended on 31st March 2023, complied with the statutory provisions listed hereunder in the manner and subject to the reporting made hereinafter:

I Ashish Kumar Gaggar have examined:

all the documents and records made available to me and explanation provided by MOLD-TEK $(a)$ PACKAGING LIMITED ("the listed entity"),

the filings/ submissions made by the listed entity to the stock exchanges, $(b)$

$(c)$ website of the listed entity,

any other document/ filing, as may be relevant, which has been relied upon to make this report, for $(d)$ the financial year ended 31st March 2023 ("Review Period") in respect of compliance with the provisions of:

• $\mathbf{i}$ . the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and
• the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the ii. Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India $("SEBI$ "):

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:-

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) $(a)$ Regulations, 2015;

Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) $(b)$ Regulations, 2018;

Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) $(c)$ Regulations, 2011;

Page 1 of 8

Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not applicable $(d)$ to the listed entity during the period under review)

Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) $(e)$ Regulations, 2021;

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) $(f)$ Regulations, 2021 (Not applicable to the listed entity during the period under review);

Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; $(g)$

(other regulations as applicable) and circulars/ guidelines issued thereunder; $(h)$

and based on the above examination, I. hereby report that, during the Review Period:

(a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines Ī. issued thereunder, except in respect of matters specified below:

	Sr. Compliance		Regulatio Deviations			Actio Type Details			ofFine Observatio Management	Rem
	No. Requirement	h/		ln.	of	Violation	$ A$ mo $ $ ns/		Response	arks
	(Regulations/	Circular			Take Actio		unt	Remarks
	circulars/	No.		$\ln bx$ $\ln$				ofthe
	guidelines							Practicing
	including specific							Company
	clause)							Secretary
Ů.	With effect from Regulation There was aNIL				NIL	There was $a[N. A]$ The			The Regulation
	January 1, 2022, $25(10)$ of delay		and			delayand		company	became
	the top 1000 listedSecurities company					company		has	applicable
	entities by marketand		tookthe			tookthe		obtained	recently to the
	capitalization	Exchange Directors				Directors		the	Company. The
	calculated as onBoard		of and Officers			and Officers		Directors	Company at its
	March 31 of the India		linsurance			insurance		land	Board Meeting
	preceding	(Listing)	$(CD \text{ and } O)$			$($ 'D and O		Officers	27 thheldon
	financial		year, Obligation insurance')			insurance')		insurance	January,2022
	undertakesshall		and for allthel			for allthe		from ICICIdiscussed	and
	Directors		and Disclosure independent			independent		Lombard	reviewedthe
	Officers insurance Requireme directors of					directorsof		General	applicability of
	$\overline{(\mathbf{C})}$and	$O$ nts $)$	the company			the company		Insurance	theregulation
	insurance') for all Regulation $w.e.f.$		29 th			29 thw.e.f.		Company	and accordingly
	their independents, $2015$ .		June, 2022.			June, 2022.		Limited	decidedthe
	directors of such							w.e.f.	thequantumand
	quantum and for							$29th$ day of risk	tobe
	such risks as may							June, 2022 covered.
	be determined by								Further,the
	boardlits.of								companyafter
	directors.								having
									discussion with
									various
									linsurance
									companieshas
									obtainedthe
									Directorsand

				Officers
				insurance from
				ICICI Lombard
				General
				Insurance
				Company
				Limited w.e.f.
				the $29th$ day of
				June, 2022.

(b) The listed entity has taken the following actions to comply with the observations made in previous reports:

Sr.	Compliance		Regulat Deviations Actio Type Details				ofFine	Observations/ManagemRem
No.	Requirement	ion/		ln.	of	Violation		Amount Remarks	ofent	arks
	(Regulations/	Circula			Take Actio			the PracticingResponse
	circulars/	r No.		$\ln by \ln$				Company
	guidelines							Secretary
	including
	specific
	clause)
$\vert$ 1.	With		effect Regulati There was a NIL		NIL	Therewas aNA		The company		NА
	fromJanuaryon		delayand			delayand		obtainedhas
	1, 2022, the top $25(10)$		company			company took		Directorsthe
	listedof1000		tookthe			the Directors		Officersand
	entities		by Securitie Directors			andOfficers		insurance
	market		and and Officers			insurance ('D		ICICIfrom
	$capitalization$ Exchang insurance					and$\overline{O}$		Lombard
	calculated		as $e$ Board $\left($ 'D and O			insurance') for		General
	on March 31 of of India insurance')					allthe		Insurance
	the preceding (Listing for all their					independent		Company
	financial year, Obligati independent					directorsof		Limited w.e.f.
	shall undertakeons and directors of					the company		the $29th$ day of
	Directors	and Disclosu the				w.e.f. $29th$ day		June, 2022.
	Officers	lre	company			of June, 2022.
	insurance	('D $\mathbb{R}$ equire w.e.f.	29 th
	and	$O$ ments $)$	June, 2022
	insurance') forRegulati
	their ons,all
	independent	2015.
	directorsof
	such quantum
	and for such
	risks as may be
	determined by
	boarditsof
	directors.

II. Compliances related to resignation of statutory auditors from listed entities and their material subsidiaries asper SEBI Circular CIR/CFD/CMD1/114/2019 dated 18th October, 2019:

Sr.No.	Particulars	anceStatus(Yes/No)	Compli Observations/Remarks by PCS
		(NA)
h.	Compliances with the following conditions while appointing/re-appointing an auditor
	If the auditor has resigned within 45 days from the end of a quarter ofa financial year, the auditor before such resignation, has issued the limitedreview/ audit report for such quarter; orIf the auditor has resigned after 45 days from the end of a quarter of afinancial year, the auditor before such resignation, has issued the limitedreview/ audit report for such quarter as well as the next quarter; orIf the auditor has signed the limited review/ audit report for the firstiii.three quarters of a financial year, the auditor before such resignation, hasissued the limited review/ audit report for the last quarter of such financialyear as well as the auditreport for such financial year.	NANANA	There has been nochange in statutoryauditor of thecompany duringthe financial year2022-2023
2	Other conditions relating to resignation of statutory auditor
	i. Reporting of concerns by Auditor with respect to the listed entity/itsmaterial subsidiary to the AuditCommittee:In case of any concern with the management of the listed entity/materiala.subsidiary such as non-availability of information / non- cooperation by themanagement which has hampered the audit process, the auditor hasapproached the Chairman of the Audit Committee of the listed entity and theAudit Committee shall receive suchconcern directly and immediately withoutspecifically waiting for the quarterly Audit Committee meetings.In case the auditor proposes to resign, all concerns with respect tothe proposed resignation, along with relevant documents has been brought tothe notice of the Audit Committee. In cases where the proposedresignation is due to non-receipt of information / explanation from thecompany, the auditor has informed the Audit Committee the details ofinformation/ explanation sought and not provided by the management, asapplicable.The Audit Committee / Board of Directors, as the case may be,deliberated on the matter on receipt of such information from the auditorrelating to the proposal to resignas mentioned above and communicate itsviews to the management and the auditor.ii. Disclaimer in case of non-receipt of information: The auditor has providedan appropriate disclaimerin its audit report, which is in accordance with theStandards of Auditing as specified by ICAI / NFRA, in case where the listedentity/ its material subsidiary has not provided information as required by theauditor.	NA	There has been nochange in statutoryauditor of thecompany duringthe financial year2022-2023

$\beta$ .	The listed entity / its material subsidiary has obtained information	NA.	There has been no
	from the Auditor upon resignation, in the format as specified in		change in statutory
	Annexure-A in SEBI Circular CIR/CFD/CMD1/114/2019 dated		auditor	thel0Ť
	$18th$ October, 2019.		company.

III. I hereby report that, during the review period the compliance status of the listed entity is appended as below:

Sr. No.	Particulars	ComplianceStatus(Yes/No/NA)	Observations/RemarksbyPCS*
lı.	Secretarial Standards:The compliances of the listed entity are in accordance with theapplicable Secretarial Standards (SS) issued by the Institute ofCompany Secretaries of India (ICSI).	Yes	NA
2.	Adoption and timely updation of the Policies:All applicable policies under SEBI Regulations areadopted with the approval of board of directors of the listedentities$\bullet$All the policies are in conformity with SEBI Regulationsand have been reviewed & updated on time, as per theregulations/circulars/guidelinesissued by SEBI	Yes	NA
3.	Maintenance and disclosures on Website:The ListedfunctionalentityismaintainingawebsiteTimely dissemination of the documents/ informationunder a separate section on the websiteWeb-links provided in annual corporate governancereports under Regulation 27(2) are accurate and specific whichre-directs to the relevant document(s)/section of the website	Yes	NA
4.	Disqualification of Director:None of the Director(s) of the Company is/ are disqualified underSection 164 of Companies Act, 2013 as confirmed by the listedentity.	Yes	NA
5.	Details related to Subsidiaries of listed entities have beenexamined w.r.t.:Identification of material subsidiary companies(a)Disclosure requirement of material as well as other(b)subsidiaries	(a) NA(b) NA

$\overline{6}$ .	Preservation of Documents:
	The listed entity is preserving and maintaining records asprescribed under SEBI Regulations and disposal of records asper Policy of Preservation of Documents and Archival policyprescribed under SEBI LODR Regulations, 2015.	Yes	NA
7.	Performance Evaluation:The listed entity has conducted performance evaluation of theBoard, Independent Directors and the Committees at the start ofevery financial year/during the financial year as prescribed inSEBI Regulations.	Yes	NA
8.	Related Party Transactions:The listed entity has obtained prior approval of Audit(a)Committee for all related party transactions; orThe listed entity has provided detailed reasons along with(b)confirmation whether the transactions were subsequentlyapproved/ratified/rejected by the Audit Committee, in case noprior approval has been obtained.	(a) Yes(b) NA	(b) The listedentity hasobtained priorapproval ofAuditCommittee forallrelated partytransaction
9.	Disclosure of events or information:The listed entity has provided all the required disclosure(s) underRegulation 30 along with Schedule III of SEBI LODRRegulations, 2015 within the time limits prescribed thereunder.	Yes	NA
10.	Prohibition of Insider Trading:The listed entity is in compliance with Regulation $3(5)$ & $3(6)$ SEBI(Prohibition of Insider Trading) Regulations, 2015.	Yes	NA
11.	Actions taken by SEBI or Stock Exchange(s), if any:No action(s) has been taken against the listed entity/itspromoters/ directors/ subsidiaries either by SEBI or by StockExchanges (including under the Standard Operating Proceduresissued by SEBI through various circulars) under SEBIRegulations and circulars/ guidelines issued thereunder except asprovided under separate paragraph herein (**).	Yes	NA
12.	Additional Non-compliances, if any:additional non-compliance observed for anyNoSEBIregulation/circular/guidance note etc.	Yes	NA

Assumptions & Limitation of scope and Review:

$1.$ Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management of the listed entity.

Our responsibility is to report based upon our examination of relevant documents and information. $\overline{2}$ . This is neither an audit nor an expression of opinion.

We have not verified the correctness and appropriateness of financial Records and Books of Accounts $3.$ of the listed entity.

This Report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the $\overline{4}$ . SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity.

$\left.\begin{array}{l|l} \text{ASHISH KUMAR} & \overset{\text{Digitally signed by}}{\text{ASHISH KUMAR GAGGAR}} \ \text{GAGGAR} & \overset{\text{Date: } 2023.05.27}{\text{Data: } 2232.01 + 05'30'} \end{array}\right.$

Ashish Kumar Gaggar Company Secretary in Practice $FCS: 6687$ CP No: 7321 Date: 27th May 2023 Place: Hyderabad UDIN: F006687E000395011 PR: 707/2020