డైరెక్టర్ల నివేదిక Worth Peripherals Ltd.

Mar 31, 2025

The Board of Directors hereby submits the 29^th report of the business and operations of M/s Worth Peripherals Limited (the Company’ or
“WORTH’), along with the Audited Financial Statements for the Financial Year ended 31^st March, 2025. The consolidated performance of the
Company and its Subsidiaries has been referred to wherever required.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

a. Results of our Operations and State of Affairs

( ? in Lakhs )

Particulars	Standalone		Consolidated
	For the year ended March 31,		For the year ended March 31,
	2025	2024	2025	2024
Revenue from Operations	19,470.84	17,396.38	27,579.15	23,845.75
Less: Cost of sales	13,948.88	12,256.86	20,218.55	17,320.69
Gross profit	5,521.96	5,139.52	7,360.60	6,525.06
Less: Operating expenses
Selling and marketing expenses	1,217.63	1,190.97	1,400.44	1,406.15
General and administration expenses	2,960.97	2,755.10	4,026.40	3,766.83
Operating Profit	1,343.36	1,193.45	1,933.76	1,352.08
Gain / (Loss) on sale of fixed assets (net)	1.17	2.11	(0.23)	2.80
Add: Other income (net)	725.29	929.70	463.73	841.36
Profit before exceptional item and tax	2,069.82	2,125.25	2,397.26	2,196.24
Add: Exceptional item	-	0	-	0
Profit before tax	2,069.82	2,125.25	2,397.26	2,196.24
Less: Tax expense	489.50	535.97	662.88	564.34
Profit after tax	1,580.32	1,589.28	1,734.38	1,631.90
Less: Non-controlling interest	-	0	190.91	43.57
Profit after tax for the year attributable to owner of the company	1,580.32	1,589.28	1,543.47	1,588.33
Paid-up equity share capital	1,575.10	1,575.10	1,575.10	1,575.10
Equity shares at par value per share)	10.00	10.00	10.00	10.00
Earnings per share (EPS) Basic & Diluted per share)	10.03	10.09	9.80	10.08

• Revenue- Standalone and Consolidated

Our revenues from operations on a standalone basis has increased by 11.92% from Rs. 17,396.38 Lakh to Rs. 19,470.84 Lakh and on a
consolidated basis it has increased by 15.66% from Rs. 23,845.75 Lakhs to Rs. 27,579.15 Lakhs in Financial Year 2024-25.

• Profit - Standalone and Consolidated

Our gross profit on a standalone basis amounted to Rs. 5,521.96 Lakhs as against Rs. 5,139.52 Lakh in the Previous Year. The operating profit
amounted to Rs. 1,343.36 Lakh as against Rs. 1,193.45 Lakh in the Previous Year. The profit before tax was Rs. 2,069.82 Lakh as against
Rs. 2,125.25 Lakh in the Previous Year. Net profit after tax is Rs. 1,580.32 Lakh as against Rs. 1,589.28 Lakh in the Previous Year.

Our gross profit on a consolidated basis amounted to Rs. 7,360.60 Lakh as against Rs. 6,525.06 Lakh in the Previous Year. The operating profit
amounted to Rs. 1,933.76 Lakh as against Rs. 1,352.08 Lakh in the Previous Year. The profit before tax was Rs. 2,397.26 Lakh as against Rs.
2,196.24 Lakh in the Previous Year. Net profit after tax is Rs. 1543.47 Lakh as against Rs. 1588.33 Lakh in the Previous Year.

b. Basic EPS

During the year, details of Earnings per share on standalone and consolidated basis are here under

Particular	Standalone Basis	Consolidated Basis
Current Year	10.03	09.80
Previous Year	10.09	10.08

Each Equity Share of Rs. 10.00 fully paid up.

The financial performance is discussed in detail in the Management Discussion and Analysis Report which forms part of the Annual Report.

2. Change in nature of business

The Company is entirely engaged in the business of manufacturing of Corrugated Boxes and its accessories. During the year under review,
there was no change in nature of Business of the Company as at the end of Financial Year ended 31^st March, 2025.

3. Change in Capital Structure of the Company

There is no change in the capital structure of the Company during the Financial Year ended 31^st March, 2025.

4. Dividend

During the Year, the Board of Directors are pleased to recommend the Final Dividend of Re. 1/- (10% per share) on the 1,57,51,000 Equity
Shares of Rs. 10/- each for the Financial Year 31^st March, 2025. The dividend payout is subject to approval of member at the ensuing 29^th
Annual General Meeting and shall be paid to the Members whose names appear in the Register of Members/Beneficial Holders as on Book
Closure Date fixed for the said purpose.

• The dividend, if declared at the AGM, would be paid/dispatched within thirty days from the date of declaration of dividend to those
persons or their mandates:

• whose names appear as beneficial owners as at the end of the business hours on Tuesday, September 16, 2025 in the list of the Beneficial
Owners to be obtained from the Depositories, i.e. National Securities Depository Limited [NSDL] and Central Depository Services
(India) Limited [CDSL], in respect of the shares held in electronic/dematerialized mode; and

• whose names appear as Members in the Register of Members of the Company as on Tuesday September 16, 2025 in respect of the
shares held in physical mode.

5. Transfer to Reserve

During the year under review, the Board has approved the transfer of Rs. 250 Lakhs to the General Reserve. Thus, with this transfer, the total
amount in the General Reserve amounts to Rs. 965 Lakhs as against to Rs. 715 Lakhs during the previous year.

6. Business Description

a. Performance and Prospects

Worth Peripherals Limited is engaged in manufacturing and selling of corrugated boxes. Our Registered office is situated at Indore and
our manufacturing facility is situated at Pithampur, Madhya Pradesh. Our manufacturing facilities are well equipped with state-of-the-
art facilities including machinery, conveyor or other handling equipments to facilitate smooth manufacturing process. The Joint Venture
of the Company, M/S Yash Packers is also engaged in manufacturing and selling of corrugated boxes. Its manufacturing unit is situated
at Valsad, Gujarat.

We endeavor to maintain safety in our premises by adhering to key safety norms. We ensure timely delivery of our products and have
a fleet of trucks to ensure easy logistics and timely delivery.

Timely delivery and efficient supply chain management of our Company is also witnessed from the awards conferred to our Company.

b. Sustainability

We are environmentally conscious and our products have been certified as meeting relevant FSC Standards. With increasing awareness
of being environmentally friendly and many organizations supporting the Go green campaign, it increases the demand of FSC certified
products.

Our Company is well equipped with in-house testing laboratory to test the products. Our finished products have to undergo a strict
quality check to ensure that they are of relevant quality as per the standards set. Our in-house testing laboratory regulates and monitors
the quality, strength, stiffness, amongst other parameters, of the boxes to ensure that the same can safely carry products for their end
use.

c. Strategy

(1) Enhancing our customer base

Our present customer base comprises of Indian Companies and MNCs who are mainly operating in the FMCG sector. We intend to
grow in the business continuously by adding new customers. With growth in the retail, pharmaceuticals, breweries, textile sectors and
agriculture-based products, we aim to tap these markets for further marketing and supply.

(2) Modernization and upgradation of our technology

We are always in the lookout for upgrading our technology as per the global standards.

(3) Improving functional efficiencies

Our Company intends to improve efficiencies to achieve cost reductions and have a competitive edge over our peers. We believe that this
can be achieved through continuous process improvement, customer service and adoption of latest technology.

(4) Quality Products

Our Company invests in high quality machineries and equipment to ensure efficient production and quality products. The scale of
operations shall enable our Company to produce quality products. Our Company believes that the investment in technology shall allow
it to provide quality products to its customers and differentiate it from other competitors.

7. Material changes and commitments affecting financial position between the end of the Financial Year and date of the report

There has not been any significant and material change and commitments affecting financial position of the Company since closing of
Financial Year and up to the date of this Board’s Report.

8. Public Deposits

During the year the Company has not accepted any Deposits falling within the preview of Chapter V of the Companies Act, 2013 and Rules
made there under. However, the Company has taken unsecured loan from Directors and their relatives. As per the requirement of proviso to
Rule 2( 1 )(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, the details of money accepted by the Company from the Directors
and their relative during the F inancial Year 2024-25 are mentioned below:

Sr. No.	Name of lender	Designation	Particulars	Amount (in Lakhs)
1.	Mr. Raminder Singh Chadha (DIN: 00405932)	Managing Director	Opening	19.00/-
			Total Addition	27.00/-
			Total payment	29.00/-
			Closing	17.00/-
2.	Mrs. Amarveer Kaur Chadha (DIN: 00405962)	Director	Opening	105.00/-
			Total Addition	18.00/-
			Total payment	105.00/-
			Closing	18.00/-
3.	Mr. Jayvir Chadha (DIN: 02397468)	Director	Opening	20.50/-
			Total Addition	-
			Total payment	20.50/-
			Closing	-
4.	Ms. Ganiv Chadha	Promoter (Relative of Directors)	Opening	-
			Total Addition	36.00/-
			Total payment	-
			Closing	36.00/-

9. Details of Subsidiaries, Associates and Joint Ventures -

The Company has 1 (One) Wholly owned Subsidiary Company Viz. Worth Wellness Private Limited (CIN: U172020MP2020PTC053302).
Worth Wellness Private Limited was incorporated on 15.10.2020 with the object to manufacturing of Diapers of Different Sizes. On

11.07.2024 the object of company was altered to Manufacturing & Supply of Corrugated Boxes. In December 2024, the Company acquired
the shares of Worth Wellness Private Limited making it a wholly owned subsidiary of company.

During the year under review, the company “Worth India Pack Private Limited” (CIN: U21093MP2021PTC055546) has filed an application
with the Registrar of Companies to Strike off the name of the Company from the Register of Members of the Company maintained by the
Ministry of Corporate Affairs due to non-commencement of business operations within 2 years from incorporation of the company. On

27.06.2024 the application filed for striking off the name of the company was approved by the Registrar and thus, the name of the company
has been strike off.

During the year, On December 28, 2024, the Company Worth Peripherals Limited, acquired all the existing shares of Worth Wellness Private
limited by way of purchase, making Worth Wellness a wholly owned subsidiary of the company. Thus, the Company, Worth Peripherals
Limited, has only 01 (one) wholly owned Subsidiary Company i.e. Worth Wellness Private Limited (CIN: U172020MP2020PTC053302).

The Company has invested as capital contributions in M/s Yash Packers, Mumbai (Joint Venture) and has profit sharing and capital ratio of
50%, Therefore net profit of the firm distributed to its partners, out of which share of the Company as its partner for the Financial Year is
Rs. 187.04 lakhs (previous year Rs. 43.64 lakhs).

As required pursuant to first proviso to sub section (3) of section 129 read with Rule 5 of Companies (Accounts) Rules, 2014, the consolidated
statement of account for the Financial Year ended 31.03.2025 in form of AOC-1 forms the part of Board Report as Annexure-1.

Further, pursuant to the provisions of Section 136 of the Act, the Standalone as well as Consolidated financial statements of the Company
along with and all other documents required to be attached thereto and separate audited financial statement in respect of the subsidiary is
available on the website of the Company at www.worthindia.com

10. Related Party Transactions and its particulars

All Related Party Transactions that were entered into during the Financial Year 2024-25 were on Arm’s Length Basis and were in the Ordinary
Course of business. There are no materially significant Related Party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions were approved by the Audit Committee on omnibus basis or otherwise and the Board. The transactions
entered into by the Company are audited. The Company has developed a Related Party Transactions Policy, Standard Operating Procedures
for the purpose of identification and monitoring of such transactions.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form
AOC-2, is appended as “Annexure-2” to the Board’s report.

The details of transactions entered into with related parties, as per Accounting Standards, are disclosed in the Note No. 38 of the Financial
Statement.

The Company’s Policy on Materiality of related party transactions and dealing with related party transactions is available on the Company’s
website at: www.worthindia.com

11. Management’s Discussion and Analysis

In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015,
the Management’s Discussion and Analysis Report is set out in this Annual Report.

12. Board Policies and Conducts

a. Policy on Directors Appointment and Remuneration

The policy of the Company on Director’s appointment and remuneration, including the criteria for determining qualifications, positive
attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013,
have been regulated by the nomination and remuneration committee and the policy framed by the Company is available on our website,
at https://worthindia.com/investors/categories/policies-programme/sub categories

There has been no change in the policy since last F inancial Year. We affirm that the remuneration paid to the Directors is as per the terms
laid out in the Nomination and Remuneration Policy of the Company with the Nomination and Remuneration Committee of the
Company.

b. Risk Management

In terms of the provisions of Section 134 of the Companies Act, 2013, the Company has taken due care of the assets of the Company,
and ensured it as per the policy. The Risk management policy is available on the website of the Company at https://worthindia.com/
investors/categories/policies-programme/sub categories

c. Vigil Mechanism/Whistle Blower Policy

The Company has a ‘Whistle Blower Policy’/‘Vigil Mechanism’ in place as per Section 177(9) of the Act and Regulation 22 of SEBI
Listing Regulations. The objective of the Vigil Mechanism is to provide the employees, Directors, customers, contractors and other
stakeholders of the Company an impartial and fair avenue to raise concerns and seek their redressal, in line with the Company’s
commitment to the highest possible standards of ethical, moral and legal business conduct and fair dealings with all its stakeholders and
constituents and its commitment to open communication channels. The Company is also committed to provide requisite safeguards for
the protection of the persons who raise such concerns from reprisals or victimization, for whistleblowing in good faith. The Board of
Directors affirms and confirms that no personnel have been denied access to the Audit Committee. The Policy contains the provision
for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. Vigil Mechanism cum Whistle Blower
Policy in both English and Hindi is available on the Company’s website at: https://worthindia.com/investors/categories/policies-
programme/sub categories

d. Corporate Social Responsibility (CSR)

Since net profit of the Company is in excess of Rs. 5 Crores, the provisions of Section 135 of the Act regarding Corporate Social
Responsibility became applicable to the Company. The constitution, composition, quorum requirements, terms of reference, role,
powers, rights and obligations of CSR Committee are in conformity with the provisions of Section 135 and all other applicable
provisions of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and all other applicable Rules
made under the Act.

The CSR Committee comprises of the following Directors as on the date of this Report:

Name	Designation	Category
Mr. Raminder Singh Chadha (DIN: 00405932)	Chairman	Managing Director
Mr. Jayvir Chadha (DIN: 02397468)	Member	Whole Time- Executive Director
Mr. Alok Jain (DIN: 09209326)	Member	Non-Executive, Independent Director

02 (Two) Committee Meeting were held during the financial year under review, on 27.05.2024 and 25.07.2024.

Brief description of terms of reference of the Committee inter-alia includes:

• formulate and recommend to the Board of Directors (Board), a Corporate Social Responsibility (CSR) Policy which shall indicate the
activities to be undertaken by the Company as specified in Schedule VII of the Act;

• formulate and recommend to the Board, an annual action plan in pursuance of its CSR policy.

• recommend the Board alteration in annual action plan at any time during the financial year with reasonable justification.

• recommend CSR activities;

• recommend to the Board the amount of expenditure to be incurred on the CSR activities;

• monitor the CSR Policy of the Company from time to time;

• institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the
Company; and

• carry out any other functions as authorized by the Board from time to time or as enforced by statutory/regulatory authorities.

The CSR Policy is available on the website of the Company at https://worthindia.com/investors/categories/policies-programme/
sub categories. The composition of the CSR Committee and the Annual Report on CSR activities as required by the Companies
(Corporate Social Responsibility Policy) Rules, 2014, are set out in “Annexure-3” to this Report.

e. Other Board Policies and Conducts: Following policies have been approved and adopted by the Board, the details of which are
available on the website of the Company https://worthindia.com/investors/categories/policies-programme/sub categories and for
convenience given herein below:

Sr. No	Name of Policy	Web Link
1.	Related Party Transactions Policy	https://worthindia.com/investors/categories/ policies-programme/sub categories.
2.	Preservation of Documents Policy	https://worthindia.com/investors/categories/ policies-programme/sub categories.
3.	Policy on Determination of Materiality of Events	https://worthindia.com/investors/categories/ policies-programme/sub categories.
4.	Archival Policy	https://worthindia.com/investors/categories/ policies-programme/sub categories.
5.	Code of Conduct for Insiders	https://worthindia.com/investors/categories/ policies-programme/sub categories.
6.	Code of Conduct for Board of Directors, KMPs and Senior Management	https://worthindia.com/investors/categories/ policies-programme/sub categories.
7.	Code of Conduct for Independent Directors	https://worthindia.com/investors/categories/ policies-programme/sub categories.

Prevention of Insider Trading: In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 & Amendment thereof, the Company
has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated
employees of the Company.

The Code requires Pre- clearance Trading Plan, for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by
the Directors and the Designated Person & Employees while in possession of unpublished price sensitive information in relation to the
Company and during the period when the Trading Window is closed.

3. Managerial Remuneration and Particulars of the Employees

The ratio of the remuneration of each Whole-Time Director and Key Managerial Personnel (KMP) to the median of employee’s remuneration
as per Section 197 (12) of the Companies Act, 2013, read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 forms part of the Board’s report as “Annexure-4”.

Additionally, the following details form part of Annexure-4 to the Board’s Report:

• Remuneration to Whole Time Directors

• Remuneration to Non-Executive / Independent Directors

• Percentage increase in the median remuneration of employees in the F inancial Year

• Number of permanent employees on the rolls of the Company

• There has not been any employee drawing remuneration exceeding 1.02 crores during the year, employed for the full year or Rs.8.50
lakhs p.m. employed for part of the year.

• Company did not allot any sweat equity shares & does not have employees stock option scheme.

• The details of employee remuneration as required under Section 197(12) of the Act, read with Rule 5 (2) and 5 (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and second proviso to Section 136 of the Act are available for
inspection without any fee, up to the date of the ensuing AGM and shall also be made available to any Member upon request. Members
seeking to inspect such documents can send an email on [email protected]. None of these employees is a relative of any Director of
the Company.

No Managing Director or Whole-time Director of the Company were paid any remuneration or commission from any of its Subsidiary
Company

14. Corporate Governance

Your Company is committed towards maintaining high standards of Governance. The Report on Corporate Governance stipulated under
Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and a Certificate from Practicing Company
Secretary confirming compliance to the corporate governance requirements by the Company is attached to this Report.

15. Board Diversity

The Company recognizes and embraces the importance of a diverse board in overall success. We believe that a truly diverse board will leverage
differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity,
race and gender that will help us retain our competitive advantage.

The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the
Board and separate its functions of governance and management. As of March 31,2025, the Board had 6 (Six) members, one of whom is the
Chairman, Executive and Managing Director, two Executive and Whole-time Directors and three are Non-Executive Independent Directors.
One Whole-Time Director and one Non-Executive Independent Director on the Board are women.

16. Board Evaluation

Pursuant to provision of Companies Act, 2013 and Rules made there under, SEBI Listing Regulations and Guidance Note on Board Evaluation
issued by Securities and Exchange Board of India on January 05,2017, The Board of Directors has carried out an annual evaluation of its own
performance, performance of Individual Directors, board committee including the Chairman of the Board on the basis of composition and
structure, attendance, contribution, effectiveness of process, information, functions and various criteria as recommended by Nomination and
Remuneration Committee. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific
duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the Non-Independent Directors (including the Chairman) was also evaluated by the Independent Directors at the
separate meeting held between the Independent Directors of the Company.

The meeting of independent director was held on 21.03.2025.

17. Number of Meetings of the Board

a. Meetings of the Board

The Board has met 7 (Seven) times during the Year ended 31^st March, 2025. These Board Meetings were held on 27.05.2024,
25.07.2024, 08.08.2024, 14.11.2024, 05.12.2024, 27.12.2024, 11.02.2025. The maximum interval between any two meetings did not
exceed 120 days, as prescribed in the Companies Act, 2013.

b. Separate Meeting of Independent Directors: As stipulated by the Code of Independent Directors under the Companies Act, 2013;
a separate meeting of the Independent Directors of the Company was held on 21.03.2025 to review the performance of Non-Independent
Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content and timeliness
of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably
perform and discharge their duties.

18. Directors and Key Managerial Personnel

As on the date of this Report, your Company has 06 (Six) Directors consisting of 03 (Three) Non-Executive Independent Directors including
1 (One) Woman Independent Director, 03 (Three) Executive Directors (Promoter) including 1 (One) Woman Executive Director.

a. Retirement by Rotation -

During the financial year 2024-25, at the 28^th AGM Mr. Raminder Singh Chadha (DIN: 00405932) was re-appointed as Director
pursuant to Section 152(6) of the Act.

In pursuance of the provisions of Section 152(6) of the Act and Articles of Association of the Company, Mr. Jayvir Chadha
(DIN:02397468), retires by rotation from the Board in the ensuing AGM and, being eligible for re-appointment, has offered himself for
reappointment. The Board of Directors recommends his re-appointment to the Members of the Company.

A resolution seeking shareholders’ Approval for his re-appointment along with other required details forms part of the Notice convening
29^th AGM.

b. Continuation of Appointment -

1. In accordance with Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Board of Directors had recommended and obtained shareholders’ approval at the 28^th Annual General Meeting held in August 16,
2024 for the continuation of appointment of Mr. Dilip Kumar Modak (DIN: 07750172) as an Independent Director of the
Company upon his attaining the age of 75 years on 16.08.2024.

2. Mr. Alok Jain (DIN: 09209326) who was appointed by the Board of Directors as an Additional Independent Director of the
Company w.e.f. June 21, 2021 for a period of five years and who holds office of Independent Director up to June 20, 2026.

In terms of Section 149 and other applicable provisions of the Act, Mr. Alok Jain (DIN: 09209326), being eligible, is proposed to
be re-appointed as Independent Director on the recommendation of the Nomination & Remuneration Committee and on the basis
of the outcome of his performance evaluation up to the Financial Year 2024-25, for a second term of 5 (five) consecutive years
commencing from June 21,2026 up to June 20, 2031 subject to the approval of the Members by passing Special Resolution.

c. Change in Designation -

Mr. Raminder Singh Chadha (DIN: 00405932), who was re-appointed as the Managing Director of the Company at the 27th Annual
General Meeting held on August 29, 2023, for a period of 3 (three) years commencing from June 1,2023, has been proposed to re-designate
him as the Chairman and Whole-time Director of the Company, w.e.f. August 7, 2025 for a period of 3 (three) years commencing from
August 7, 2025 till August 6, 2028, subject to the approval of members in the ensuing Annual General Meeting.

It is now proposed to re-designate Mr. Jayvir Chadha (DIN: 002397468) as the Managing Director of the Company for a period of
3 (three) years with effect from the conclusion of the 29th Annual General Meeting, subject to the approval of the shareholders at the
said AGM The Board of Director has changed the designation of Mr. Jayvir Chadha (DIN: 002397468), who was re-appointed as the
Whole-time Director of the Company at the 27^th Annual General Meeting held on August 29, 2023, for a period of 3 (three) years
commencing from June 1, 2023 till May 31, 2026. Mr. Jayvir Chadha (DIN: 002397468), re-designated as Managing Director of the
Company w.e.f. August 7, 2025 for a period of 3 (three) years commencing from August 7, 2025 till August 6, 2028, subject to the
approval of members in the ensuing Annual General Meeting.

Brief resume and other details of the Director proposed to be appointed/re-appointed/re-designated, as stipulated under the Listing
Regulations and Secretarial Standard-2, has been furnished separately in the Notice convening the AGM read with the Annexure thereto
forming part of this Annual Report.

The Directors and Key Managerial Personnel (KMP) of the Company as on March 31, 2025:

Sr. No.	Name	Designation	DIN/PAN
1.	Mr. Raminder Singh Chadha	Chairman and Managing Director	00405932
2.	Mrs. Amarveer Kaur Chadha	Whole-time Director	00405962
3.	Mr. Jayvir Chadha	Whole-time Director	02397468
4.	Mr. Alok Jain	Independent Director	09209326
5.	Mr. Dilip Kumar Modak	Independent Director	07750172
6.	Mrs. Palak Malviya	Independent Director	07795827
7.	Mr. Dhirendra Mehta1	Chief Financial Officer	ABUPM8155B
8.	Mr. G S Agrawal1	Chief Financial Officer	ABDPA8621P
9..	Ms. Radhika Tripathi1	Company Secretary	CDCPT0997E
10.	Ms. Nidhi Arjariya1	Company Secretary	CRZPA5822Q

d Disclosures by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2)

i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. All Independent Directors have also
given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Act; and in the opinion of the
Board of Directors, all the Independent Directors fulfill the criteria of independence as provided under the Act read with the Listing
Regulations and that they are independent of the Management.

e. Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013,
that he/ she meets the criteria of independence laid down in Section 149(6) ofthe Companies Act, 2013 and Regulation 16( 1 )(b) and 25
of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

19. Committees of the Board -

As on March 31,2025, the Board had five committees: The Audit Committee, the Nomination and Remuneration Committee, the Corporate
Social Responsibility Committee, the Stakeholders Relationship Committee & Investment Committee. All committees consist of optimum
number of Independent Directors as required under the Companies Act 2013 and the SEBI (LODR) Regulations, 2015

A. Composition of Audit Committee-

The Board of Directors in its meeting held on August 13, 2021 reconstituted an Audit Committee in compliance with the provision of Section
177 of Companies Act, 2013.

Sr. No.	Name	Designation/Nature of Directorship	No. of meetings Attended
1.	Mr. Alok Jain	Chairman, Independent Director	5
2.	Mr. Dilip Kumar Modak	Member, Independent Director	5
3.	Mr. Raminder Singh Chadha	Member, Chairman & Managing Director	5
4.	Mrs. Palak Malviya	Member, Independent Director	5

During the year under review, 05 (Five) meetings of the Audit Committee were held on 27.05.2024, 08.08.2024, 14.11.2024 ,27.12.2024 &
11.02.2025.

B. Composition of Nomination and Remuneration Committee -

The Board of Directors in its meeting held on August 13, 2021 reconstituted a Nomination and Remuneration Committee in compliance with
the provision of Section 178 of Companies Act, 2013.

Sr. No.	Name	Designation/Nature of Directorship	No. of meetings Attended
1.	Mr. Alok Jain	Chairman, Independent Director	3
2.	Mr. Dilip Kumar Modak	Member, Independent Director	3
3.	Mrs. Palak Malviya	Member, Independent Director	3

During the year under review, 03 (three) meetings of the Nomination and Remuneration Committee was held 25.07.2024, 05.12.2024
& 11.02.2025.

Composition of Stakeholders Relationship Committee -

The Board of Directors in its meetings held on August 13, 2021 reconstituted a Stakeholder Relationship Committee in compliance
with the provision of Section 178 of Companies Act, 2013.

Sr. No.	Name	Designation/Nature of Directorship	No. of meetings Attended
1.	Mr. Alok Jain	Chairman, Independent Director	3
2.	Mr. Dilip Kumar Modak	Member, Independent Director	3
3.	Mrs. Palak Malviya	Member, Independent Director	3

During the year under review, 03 (Three) meetings of Stakeholder Relationship Committee were held on 27.05.2024, 08.08.2024 & 14.11.2024.

D. Composition of Corporate Social Responsibility Committee -

The Board of Directors in its meeting held on August 13, 2021 reconstituted a Corporate Social Responsibility Committee in
compliance with the provision of Section 135 of Companies Act, 2013.

Sr. No.	Name	Designation/Nature of Directorship	No. of meetings Attended
1.	Mr. Raminder Singh Chadha	Chairman & Managing Director	2
2.	Mr. Jayvir Chadha	Member & Whole-time Director	2
3.	Mr. Alok Jain	Member & Independent Director	2

During the year under review, 02 (Two) meeting of Corporate Social Responsibility Committee were held on 27.05.2024 & 25.07.2024.

E Investment Committee -

Pursuant to the Proviso to Section 179 (3) of Companies Act, 2013 which states that the Powers of Board with respect to borrowing
of monies, investment of funds of the company, advancing & granting loans, providing securities, etc, could be delegated to the Board’s
sub-Committee and thus, the Board of Directors in its meeting held on 27.05.2024, constituted its subcommittee under the name of
“Investment Committee” by adoption of its policy under the name of “ Investment Committee Policy”, which has also been
displayed at the website of the company at www.worthindia.com
The Composition of the Committee:

Sr. No.	Name	Designation/Nature of Directorship	No. of meetings Attended
1.	Mr. Raminder Singh Chadha	Chairman & Managing Director	0
2.	Mr. Jayvir Chadha	Member & Whole-time Director	0
3.	Mr. Amarveer Kaur Chadha	Member & Whole-time Director	0

20. Risk Management and Internal Financial control and its adequacy

Company has an effective risk management framework for identifying, prioritizing and mitigating risks which may impact attainment of
short- and long-term business goals of your Company. The risk management framework is aligned with strategic planning, deployment and
capital project evaluation process of the Company. The process aims to analyze internal and external environment and manage economic,
financial, market, operational, compliance and sustainability risks and capitalizes opportunities of business success.

21. Significant and Material Orders

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and the
Company’s operations in future

22. Reporting of frauds by Auditors

During the year under review, neither the statutory auditors, secretarial auditor nor the Internal Auditor has reported to the audit committee
or the Board, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or
employees, the details of which would need to be mentioned in the Board’s report.

23. Annual Return

In accordance with Section 92 of the Companies Act, 2013 and read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the copy of Annual Return in the Form MGT-7 is displayed on the Website of the Company. The link is as follows: https://worthindia.com/
investors/categories/shareholder-information/sub categories/annual-return

24. Share Capital & Listing of Securities:

During the financial year under review, the Company has not issued:

• any equity shares with differential rights as to dividend, voting or otherwise;

• any equity shares (including sweat equity shares) to employees of the Company under any scheme; and

• any sweat equity shares.

The Company’s equity shares are listed on National Stock Exchange of India Limited (NSE). The symbol for NSE is WORTH.

During the year under review, On April 16, 2025, The Company has filed an application with Bombay Stock Exchange, BSE Limited for listing of
shares through Direct Listing Mode. The Company is in process of obtaining the initial permission. The Company will inform in due course.

25. Secretarial Standards:

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India and notified by the Central
Government.

26. Investor Education and Protection Fund (IEPF):

Pursuant to the applicable provisions of the Companies Act, 2013 (“the Act”), read with the IEPF Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF
after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the
shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

During the year under review, the provision of section 125(2) of Companies Act, 2013 does not apply as the Company was not required to
transfer any amount to the Investor Education Protection Fund (IEPF) established by Central Government of India.

27. Directors’ Responsibility Statement

Pursuant to the requirement under section 134(3) (C) of the Companies Act, 2013 with respect to Director’s Responsibility Statement, The
Board hereby confirms that:

• In preparation of the Annual Accounts for the Financial Year ended 31^st March, 2025, the applicable accounting standards have been
followed and there are no material departures.

• The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and
loss of the Company for that period.

• The Directors had taken proper and sufficient care towards 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.

• The Directors had prepared the annual accounts on a going concern basis.

• The Directors had laid down internal financial controls, which are adequate and are operating effectively.

• The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are
adequate and operating effectively.

28. Particulars of Loans, Guarantees or Investments under section 186:

During the year under Report the Company has not given any loan or given guarantee or provided securities as covered under section 186 of
the Act. Further, On December 28, 2024, the Company has acquired 100% shares of its subsidiary, Worth Wellness Private Limited, making
it a wholly owned subsidiary.

The details of Investment made by the Company have been given in Note no. 2 of the Financial Statement.

29. Audit Reports and Auditors

a. Audit reports

i. The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (IndAS) notified
under section 133 of the Act. The Company has received an unmodified opinion in the Auditors’ Report for the financial year
2024-25.

ii. Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board had appointed M/s. Vatsalya Sharma & Co., Practicing Company Secretaries, to undertake the
Secretarial Audit of the Company for the financial year 2024-25 and issue Secretarial Audit Report. Secretarial Audit Report issued
by M/s. Vatsalya Sharma & Co., for the financial year 2024-25, on August 6, 2025 in Form MR-3. The Secretarial Auditors’ Report
for Financial Year 2024-25 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors’ Report is
enclosed as “Annexure-5” to the Board’s report.

b. Auditors

i. Statutory auditors

The Board of Directors have received the consent for the appointment of M/s Maheshwari & Gupta, Chartered Accountants,
Indore (M.P) (Firm Registration Number: 006179C) as the Statutory Auditor of the Company for a period of five years, from the
conclusion of (28th) ensuing Annual General Meeting until the conclusion of 33^rd Annual General Meeting in the year 2029 at a
remuneration of as maybe fixed by the Board of Directors of the Company.

The Auditors Report to the shareholders for the year under review does not contain any qualification, reservation, disclaimers, or
adverse remarks. Further, the Statutory Auditors have not reported any incident of fraud during the year under review to the Audit
Committee of your Company.

ii. Secretarial Auditor

As required under Section 204 of the Companies Act, 2013 and Rules there under, the Board re-appointed M/s Vatsalya Sharma
& Co., Practicing Company Secretaries, Indore to conduct a Secretarial Audit of the Company for Financial Year 2024-25.

Thus, M/s. Vatsalya Sharma & Co., Practicing Company Secretaries, has conducted the Secretarial Audit of the Company for the
financial year 2024-25 and issued Secretarial Audit Report under the Form MR-3 for the FY 2024-25.

The Secretarial Auditor has qualified the Secretarial Audit Report dated August 6, 2025 The observations of the Secretarial
Auditors and the reply of the Management for the same are as under:

Sr. No.	Secretarial Auditors’ Observation	Reply from the Management
1.	As per regulation 29(1)(a) the Company needs to give prior Intimation to NSE within two working days in advance (ex¬ cluding the date of the intimation and date of the meeting) about the meeting of the board of directors in which financial results viz. quarterly, half yearly, or annual discuss. For the Board Meeting dated February 11, 2025, the Company has given intimation on Friday, February 07, 2025. There was only one working days gap between the date of intimation and date of meeting as the date of the intimation and date of the meeting were excluded for two working days calculation.	The Board acknowledged the penalty imposed by stock exchange and the Company has complied with the regu¬ latory requirements and has paid the aforementioned fine within the stipulated time frame. It was observed that the notice for the Board Meeting was issued on Febru¬ ary 7, 2025, for the meeting scheduled on February 11, 2025, thus maintaining a clear gap of more than two days, assuming Saturday is considered a working day. The delay was an unintentional oversight and purely inadvertent. The Board has taken cognizance of the mat¬ ter and has advised the Key Managerial Personnel (KMP) to ensure strict and timely adherence to all applicable regulatory requirements. Additionally, the Compliance Team has been instructed to strengthen monitoring mecha¬ nisms for regulatory filings and obligations to prevent any such occurrences in the future. This is aimed at safe¬ guarding investor interests

Pursuant to provisions of Section 204 of the Companies Act, 2013 and Regulation 24A(1) of the Listing Regulations, the Company is
required to appoint a Company Secretary in whole time practice as a Secretarial Auditor of the Company to issue Secretarial Audit Report.
As per the amended Listing Regulations, the Secretarial Auditor shall be a peer reviewed Company Secretary and is required to be appointed
for a term of five years commencing from April 01,2025 with the approval of shareholders in Annual General Meeting. On recommendation
of Nomination and Remuneration Committee , Audit Committee and Board, subject to the approval of shareholders in the 29th Annual
General meeting M/s Vatsalya Sharma & Co, Practising Company Secretaries (CP No.: 19574 & Membership No: 48100) will be appointed
as Secretarial Auditors of the Company for a period of 5 (Five) consecutive years from the conclusion of ensuing 29th Annual General
Meeting till the conclusion of 34^th Annual General Meeting of the Company to be held in the year 2030 to conduct the audit of accounts of
the company from the financial year 2025-26 till the financial year 2029-30, under provisions of the section 204 of the Companies Act, 2013
and rules made there under on such Remuneration as may be discussed between the Secretarial Auditor and the Board.

iii. Internal Auditors:

Pursuant to the provisions of Section 138 of the Act read with Rule 13 of Companies (Accounts) Rules, 2014 and on the basis of the
recommendation of Audit Committee and Nomination and Remuneration, the Board of Directors in their meeting held on May 21,2025
had appointed Mr. Shubham Tirole, Chartered Accountant (MN: 468251) as the Internal Auditors ofthe Company for the financial year
2025-26.

30. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,

Your Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The
Company has complied with the applicable provisions of the aforesaid Act, including constitution of the Internal Complaints Committee.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are
covered under this Policy. The Policy is gender neutral. We are pleased to inform you that The Company has also filed the Annual Report
for the year 2024 under Section 21 of Prevention of Sexual Harassment at the Workplace Act of 2013. During the year:

1. No. of Complaints received during the year: NIL

2. No. of Complaints disposed off during the year: NIL

3. No. of Cases pending for more than 90 days: NIL

4. No. of Workshops or Awareness Programs Against Sexual Harassment carried out: 01

Nature of Action taken by the Employer: Since there are no complaints received during the year, no need to take any action against any of
employee or third party.

No complaints pertaining to sexual harassment were received during the Financial Year 2024-25 and pending as on March 31,2025.

31. Cost Records:

The provisions of section 148 (1) of the companies act, 2013 and other applicable rules and provisions is not applicable on the Company.
Therefore, no cost records have been maintained by the Company.

32. Conservation of Energy, Research and development, Technology Absorption, Foreign Exchange Earnings and Outgo:

The particulars, as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts)
Rules, 2014 with respect to Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo are enclosed as
“Annexure-6” to the Board’s report.

33. Dividend Distribution Policy :

The Company has formulated a Dividend Distribution Policy as required under regulation 43A of the Listing Regulations. The said Policy is
uploaded on the Company’s website. The weblink of the same is as follows: www.worthindia.com

34. Maternity Benefit:

Your Directors state that the Company has always been compliant under the Maternity Benefit Act, 1961. During the year there was no
women going through maternity period.

35. Other Disclosures/Reporting:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no events/instances/transactions
occurred on these items during the year under review:

a) The details of application made and proceeding pending under the Insolvency and Bankruptcy Code, 2016;

b) The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking
loan from the Banks or Financial Institutions;

36. Acknowledgments :

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to the Central Government of India, State
Government of Madhya Pradesh, the Bankers to the Company, business associates, technical professionals within and outside the Company
and after all shareholders of the Company for their valuable support and the board is looking forward to their continued co- operation in the
years to come.

Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day to day
management.F or and behalf of the Board of Directors of

Worth Peripherals Limited
Sd/-

Chairman & Managing Director

P^lace: I^ndore Raminder Singh Chadha

^{Date: 6} Aw^ss^ ²⁰²⁵ DIN: 00405932

1

Mr. Dhirendra Mehta (PAN: ABUPM8155B), Chief Financial Officer resigned from the post w.e.f February 11, 2025.

• Based on the recommendation of the Nomination and Remuneration Committee and Audit Committee, the Board of Directors in its
Meeting held on February 11, 2025 had appointed Mr. G S Agrawal (PAN: ABDPA8621P) as the Chief Financial Officer of the
Company w.e.f February 12, 2025.

• Ms Radhika Tripathi (Mem. No A70414), Company Secretary & Compliance Officer of the Company has resigned from the post w.e.f
December 4, 2024.

• Based on the recommendation of the Nomination and Remuneration Committee and Audit Committee, the Board of Directors in its
Meeting held on December 5, 2024 had appointed Ms. Nidhi Arjariya (Mem No: A54208) as Company Secretary & Compliance Officer
of the Company.

---

Mar 31, 2024

The Board of Directors hereby submits the 28^th report of the business and operations of Worth Peripherals Limited (the Company’ or “WORTH’), along with the Audited Financial Statements for the Financial Year ended 31^st March, 2024. The consolidated performance of the Company and its Subsidiaries & Joint Ventures has been referred to wherever required.

1. Financial Performance of the Company:

a. Financial Performance, Operations and State of the Company’s affairs:			(Amount in Lakh)
	Particulars	Standalone		Consolidated
		For the year ended March 31,		For the year ended March 31,
		2024	2023	2024	2023
	Revenue from contracts with customers	17,396.38	21,271.82	23,845.75	29,749.17
	Less: Cost of sales	12,256.86	15,578.57	17,320.69	22,109.48
	Gross profit	5,139.52	5,693.25	6,525.06	7,639.69
	Less: Operating expenses
	Selling and marketing expenses	1,190.97	1,104.91	1,406.15	1,329.22
	General and administration expenses	2,755.10	2,770.53	3,766.83	3,631.65
	Operating Profit	1,193.45	1,817.81	1,352.08	2,678.82
	Gain / (Loss) on sale of fixed assets (net)	2.11	(11.43)	2.80	(11.43)
	Add: Other income (net)	929.70	525.65	841.36	206.95
	Profit before execeptional item and tax	2,125.25	2,332.02	2,196.24	2,874.34
	Add: Exceptional item	0	0	0	0
	Profit before tax	2,125.25	2,332.02	2,196.24	2,874.34
	Less: Tax expense	535.97	528.11	564.34	808.23
	Profit after tax	1,589.28	1,803.92	1,631.90	2,066.10
	Less: Non-controlling interest	0	0	43.57	259.68
	Profit after tax for the year attributable to owner of the	1,589.28	1,803.92	1,588.34	1,806.42
	company
	Paid-up equity share capital	1,575.10	1,575.10	1,575.10	1,575.10
	Equity shares at par value ( per share)	10.00	10.00	10.00	10.00
	Earnings per share (EPS) Basic & Diluted ( per share)	10.09	11.45	10.08	11.47

Revenues - Standalone and Consolidated

Our revenue from operations on a standalone basis has dropped by 18.22% from Rs. 21,271.82 Lakh to Rs. 17,396.38 Lakh and on a consolidated basis it has been dropped by 19.84% from Rs. 29,749.17 Lakhs to Rs. 23,845.75 Lakhs in Financial Year 2023-24.

Profits - Standalone and Consolidated

Our gross profit on a standalone basis amounted to Rs. 5,139.52 Lakhs as against Rs. 5,693.25 Lakh in the Previous Year. The operating profit amounted to Rs. 1,193.45 Lakh as against Rs. 1,817.81 Lakh in the Previous Year. The profit before tax was Rs. 2,125.25 Lakh as against Rs. 2,332.02 Lakh in the Previous Year. Net profit after tax is Rs. 1,589.28 Lakh as against Rs. 1,803.92 Lakh in the Previous Year.

Our gross profit on a consolidated basis amounted to Rs. 6,525.06 Lakh as against Rs. 7,639.69 Lakh in the Previous Year. The operating profit amounted to Rs. 1,352.08 Lakh as against Rs. 2,678.82 Lakh in the Previous Year. The profit before tax was Rs. 2,196.24 Lakh as against Rs. 2,874.34 Lakh in the Previous Year. Net profit after tax is Rs. 1,588.34 Lakh as against Rs. 1806.42 Lakh in the Previous Year.

b. Basic EPS

During the year, details of Earnings per share on standalone and consolidated basis are here under:

Particular	Standalone Basis	Consolidated Basis
Current Year	10.09	10.08
Previous Year	11.45	11.47

Each Equity Share of Rs. 10.00 fully paid up.

The financial performance is discussed in detail in the Management Discussion and Analysis Report which forms part of the Annual Report.

2. Change in nature of business

The Company is entirely engaged in the business of manufacturing of Corrugated Boxes and its accessories. During the year under review, there was no change in nature of Business of the Company as at the end of Financial Year ended 31st March, 2024.

3. Change in Capital Structure of the Company

There is no change in the capital structure of the Company during the Financial Year ended 31st March, 2024.

4. Dividend

During the Year, the Board of Directors are pleased to recommend the Final Dividend of Re. 1/- (10% per share) on the 1,57,51,000 Equity Shares of Rs. 10/- each for the Financial Year 31st March, 2024. The dividend payout is subject to approval of member at the ensuing 28th Annual General Meeting and shall be paid to the Members whose names appear in the Register of Members/Beneficial Holders as on Book Closure Date fixed for the said purpose.

The dividend, if declared at the AGM, would be paid/dispatched within thirty days from the date of declaration of dividend to those persons or their mandates:

¦ whose names appear as beneficial owners as at the end of the business hours on Friday, August 09, 2024 in the list of the Beneficial Owners to be obtained from the Depositories, i.e. National Securities Depository Limited [NSDL] and Central Depository Services (India) Limited [CDSL], in respect of the shares held in electronic/dematerialized mode; and

¦ whose names appear as Members in the Register of Members of the Company as on Friday, August 09, 2024 in respect of the shares held in physical mode.

5. Transfer to Reserve

During the year under review, the Board has approved the transfer of Rs. 200 Lakhs to the General Reserve. Thus, with this transfer, the total amount in the General Reserve amounts to Rs. 715 Lakhs as against to Rs. 515 Lakh during the previous year.

6. Business Description

a. Performance and Prospects

Worth Peripherals Limited is engaged in manufacturing and selling of corrugated boxes. Our Registered office is situated at Indore and our manufacturing facility is situated at Pithampur, Madhya Pradesh. Our manufacturing facilities are well equipped with state-of-the-art facilities including machinery, conveyor or other handling equipments to facilitate smooth manufacturing process. The Joint Venture of the Company, M/S Yash Packers is also engaged in manufacturing and selling of corrugated boxes. Its manufacturing unit is situated at Valsad, Gujarat.

We endeavour to maintain safety in our premises by adhering to key safety norms. We ensure timely delivery of our products and have a fleet of trucks to ensure easy logistics and timely delivery.

Timely delivery and efficient supply chain management of our Company is also witnessed from the awards conferred to our Company.

b. Sustainability

We are environmentally conscious and our products have been certified as meeting relevant FSC Standards. With increasing awareness of being environmentally friendly and many organizations supporting the Go green campaign, it increases the demand of FSC certified products. Our Company is well equipped with in-house testing laboratory to test the products. Our finished products have to undergo a strict quality check to ensure that they are of relevant quality as per the standards set. Our in house testing laboratory regulates and monitors the quality, strength, stiffness, amongst other parameters, of the boxes to ensure that the same can safely carry products for their end use.

c. Strategy

1) Enhancing our customer base

Our present customer base comprises of Indian Companies and MNCs who are mainly operating in the FMCG sector. We intend to grow in the business continuously by adding new customers. With growth in the retail, pharmaceuticals, breweries, textile sectors and agriculture-based products, we aim to tap these markets for further marketing and supply.

2) Modernization and upgradation of our technology

We are always in the lookout for upgrading our technology as per the global standards.

3) Improving functional efficiencies

Our Company intends to improve efficiencies to achieve cost reductions and have a competitive edge over our peers. We believe that this can be achieved through continuous process improvement, customer service and adoption of latest technology.

4) Quality Products

Our Company invests in high quality machineries and equipment to ensure efficient production and quality products. The scale of operations shall enable our Company to produce quality products. Our Company believes that the investment in technology shall allow it to provide quality products to its customers and differentiate it from other competitors.

7. Material changes and commitments affecting financial position between the end of the Financial Year and date of the report

There has not been any significant and material change and commitments affecting financial position of the Company since closing of Financial Year and up to the date of this Board’s Report.

8. Public Deposits

During the year the Company has not accepted any Deposits falling within the preview of Chapter V of the Companies Act, 2013 and Rules made there under. However, the Company has taken unsecured loan from Directors. As per the requirement of proviso to Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, the details of money accepted by the Company from the Directors during the Financial Year 2023-24 are mentioned below:

Sr. No.	Name of lender	Designation	Particulars	Amount (in Lakhs)
	Mr. Raminder Singh Chadha (DIN: 00405932)	Managing Director	Opening	70.00/-
			Total Addition	90.00/-
			Total payment	141.00/-
			Closing	19.00/-
	Mrs. Amarveer Kaur Chadha (DIN: 00405962)	Director	Opening	105.00/-
			Total Addition	100.00/-
			Total payment	100.00/-
			Closing	105.00/-

9. Details of Subsidiaries, Associates and Joint Ventures

The Company has 2(Two) Subsidiary Companies i.e. Worth Wellness Private Limited (CIN: U24290MP2020PTC053302) & Worth India Pack Private Limited (CIN: U21093MP2021PTC055546). Worth Wellness Private Limited was incorporated on 15.10.2020 with the object to manufacturing of Diapers of Different Sizes. Worth India Pack Private Limited was incorporated on 25.03.2021 with the object to Manufacturing & Supply of Corrugated Boxes.

During the year under review, the company, “Worth India Pack Private Limited” has filed an application with the Registrar of Companies to Strike off the name of the Company from the Register of Members of the Company maintained by the Ministry of Corporate Affairs due to noncommencement of business operations within 2 years from incorporation of the company. On 27.06.2024 the application filed for striking off the name of the company was approved by the Registrar and thus, the name of the company has been striked off.

Thus, the Company, Worth Peripherals Limited, has only 01 (one) Subsidiary Company i.e. Worth Wellness Private Limited (CIN: U24290MP2020PTC053302).

The Company has invested as capital contributions in M/s Yash Packers, Mumbai (Joint Venture) and has profit sharing and capital ratio of 50%, Therefore net profit of the firm distributed to its partners, out of which share of the Company as its partner for the Financial Year was Rs. 43,64,564/- (previous year Rs. 2,59,25,737-).

As required pursuant to first proviso to sub section (3) of section 129 read with Rule 5 of Companies (Accounts) Rules, 2014, the consolidated statement of account for the Financial Year ended 31.03.2024 in form of AOC-1 forms the part of Board Report as Annexure-1.

Further, pursuant to the provisions of Section 136 of the Act, the Standalone as well as Consolidated financial statements of the Company along with and all other documents required to be attached thereto and separate audited financial statement in respect of the subsidiary is available on the website of the Company at www.worthindia.com

10. Related Party Transactions and its particulars

All Related Party Transactions that were entered into during the Financial Year 2023-24 were on Arm’s Length Basis and were in the Ordinary Course of business. There are no materially significant Related Party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions were approved by the Audit Committee on omnibus basis or otherwise and the Board. The transactions entered into by the Company are audited. The Company has developed a Related Party Transactions Policy, Standard Operating Procedures for the purpose of identification and monitoring of such transactions.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as “Annexure-2” to the Board’s report.

The details of transactions entered into with related parties, as per Accounting Standards, are disclosed in the Note No. 37 of the Financial Statement. The Company’s Policy on Materiality of related party transactions and dealing with related party transactions is available on the Company’s website at: www.worthindia.com

11. Management’s Discussion and Analysis

In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Management’s Discussion and Analysis Report is set out in this Annual Report.

12. Board Policies and Conducts

a. Policy on Directors Appointment and Remuneration

The policy of the Company on Director’s appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, have been regulated by the nomination and remuneration committee and the policy framed by the Company is available on our website, at https://worthindia.com/home/investors/6.

There has been no change in the policy since last Financial Year. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company with the Nomination and Remuneration Committee of the Company.

b. Risk Management

In terms of the provisions of Section 134 of the Companies Act, 2013, the Company has taken due care of the assets of the Company, and ensured it as per the policy. The Risk management policy is available on the website of the Company at https://worthindia.com/home/ investors/6.

c. Vigil Mechanism/Whistle Blower Policy

The Company has a ‘Whistle Blower Policy’/Vigil Mechanism’ in place as per Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations. The objective of the Vigil Mechanism is to provide the employees, Directors, customers, contractors and other stakeholders of the Company an impartial and fair avenue to raise concerns and seek their redressal, in line with the Company’s commitment to the highest possible standards of ethical, moral and legal business conduct and fair dealings with all its stakeholders and constituents and its commitment to open communication channels. The Company is also committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization, for whistleblowing in good faith. The Board of Directors affirms and confirms that no personnel have been denied access to the Audit Committee. The Policy contains the provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. Vigil Mechanism cum Whistle Blower Policy is available on the Company’s website at: https://worthindia.com/home/investors/6.

d. Corporate Social Responsibility (CSR)

Since net profit of the Company is in excess of Rs. 5 Crores, the provisions of Section 135 of the Act regarding Corporate Social Responsibility became applicable to the Company. The constitution, composition, quorum requirements, terms of reference, role, powers, rights and obligations of CSR Committee are in conformity with the provisions of Section 135 and all other applicable provisions of the Act

read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and all other applicable Rules made under the Act. The CSR Committee comprises of the following Directors as on the date of this Report:

Name	Designation	Category
Mr. Raminder Singh Chadha (DIN: 00405932)	Chairman	Managing Director
Mr. Jayvir Chadha (DIN: 02397468)	Member	Whole Time- Executive Director
Mr. Alok Jain (DIN: 09209326)	Member	Non-Executive, Independent Director

01 (One) Committee Meeting were held during the financial year under review, on 12.02.2024.

Brief description of terms of reference of the Committee inter-alia includes:

¦ formulate and recommend to the Board of Directors (Board), a Corporate Social Responsibility (CSR) Policy which shall indicate

¦ the activities to be undertaken by the Company as specified in Schedule VII of the Act;

¦ formulate and recommend to the Board, an annual action plan in pursuance of its CSR policy.

¦ recommend the Board alteration in annual action plan at any time during the financial year with reasonable justification.

¦ Recommend CSR activities;

¦ recommend to the Board the amount of expenditure to be incurred on the CSR activities;

¦ monitor the CSR Policy of the Company from time to time;

¦ institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company; and

¦ carry out any other functions as authorized by the Board from time to time or as enforced by statutory/regulatory authorities.

The CSR Policy is available on the website of the Company at https://worthindia.com/home/investors/6. The composition of the CSR Committee and the Annual Report on CSR activities as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in “Annexure-3” to this Report.

Other Board Policies and Conducts: Following policies have been approved and adopted by the Board, the details of which are available on the website of the Company https://worthindia.com/home/investors/6and for convenience given herein below:

Sr. No	Name of Policy	Web Link
1.	Related Party Transactions Policy	https://worthindia.com/home/investors/6
2.	Preservation of Documents Policy	https://worthindia.com/home/investors/6
3.	Policy on Determination of Materiality of Events	https://worthindia.com/home/investors/6
4.	Archival Policy	https://worthindia.com/home/investors/6
5.	Code of Conduct for Insiders	https://worthindia.com/home/investors/6
6.	Code of Conduct for Board of Directors, KMPs and Senior Management	https://worthindia.com/home/investors/6
7.	Code of Conduct for Independent Directors	https://worthindia.com/home/investors/6

Prevention of Insider Trading: In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 & Amendment thereof, the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company.

The Code requires Pre- clearance Trading Plan, for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the Designated Person & Employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

13. Managerial Remuneration and Particulars of the Employees

The ratio of the remuneration of each Whole-Time Director and Key Managerial Personnel (KMP) to the median of employees remuneration as per Section 197 (12) of the Companies Act, 2013, read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Board’s report as “Annexure-4”.

Additionally, the following details form part of Annexure-4 to the Board s Report:

¦ Remuneration to Whole Time Directors

¦ Remuneration to Non-Executive / Independent Directors

¦ Percentage increase in the median remuneration of employees in the Financial Year

¦ Number of permanent employees on the rolls of the Company

¦ There has not been any employee drawing remuneration exceeding 1.02 crores during the year, employed for the full year or Rs.8.50 lakhs p.m. employed for part of the year.

¦ The Company did not allot any sweat equity shares & does not have employees stock option scheme.

¦ The details of employee remuneration as required under Section 197(12) of the Act, read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and second proviso to Section 136 of the Act are available for inspection without any fee, up to the date of the ensuing AGM and shall also be made available to any Member upon request. Members seeking to inspect such documents can send an email n [email protected]. None of these employees is a relative of any Director of the Company.

No Managing Director or Whole-time Director of the Company were paid any remuneration or commission from any of its Subsidiary Company

14. Corporate Governance

Your Company is committed towards maintaining high standards of Governance. The Report on Corporate Governance stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and a Certificate from Practicing Company Secretary confirming compliance to the corporate governance requirements by the Company is attached to this Report.

15. Board Diversity

The Company recognizes and embraces the importance of a diverse board in overall success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender that will help us retain our competitive advantage.

The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As of March 31, 2024, the Board had 6 (Six) members, one of whom is the Chairman, Executive and Managing Director, two Executive and Whole-time Directors and three are Non-Executive Independent Directors. One Whole-Time Director and one Non-Executive Independent Director on the Board are women.

16. Board Evaluation

Pursuant to provision of Companies Act, 2013 and Rules made there under, SEBI Listing Regulations and Guidance Note on Board Evaluation issued by Securities and Exchange Board of India on January 05, 2017, The Board of Directors has carried out an annual evaluation of its own performance, performance of Individual Directors, board committee including the Chairman of the Board on the basis of composition and structure, attendance, contribution, effectiveness of process, information, functions and various criteria as recommended by Nomination and Remuneration Committee. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the Non-Independent Directors (including the Chairman) was also evaluated by the Independent Directors at the separate meeting held between the Independent Directors of the Company.

The meeting of independent director was held on 15.03.2024.

17. Number of Meetings of the Board

a. Meetings of the Board

The Board has met 7 (Seven) times during the Year ended 31st March, 2024. These Board Meetings were held on 29.04.2023, 29.05.2023, 07.08.2023, 22.09.2023, 08.11.2023, 12.12.2023, 12.02.2024. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

b. Separate Meeting of Independent Directors:

As stipulated by the Code of Independent Directors under the Companies Act, 2013; a separate meeting of the Independent Directors of the Company was held on 15.03.2024 to review the performance of Non-Independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

18. Directors and Key Managerial Personnel

As on the date of this Report, your Company has 06 (Six) Directors consisting of 03 (Three) Non-Executive Independent Directors including 1 (One) Woman Independent Director, 03 (Three) Executive Directors (Promoter) including 1 (One) Woman Executive Director.

A. Retirement by Rotation

As per the provisions of the Companies Act, 2013 and article 145 (b) of Article of Association of the Company, Mr. Raminder Singh Chadha (DIN:00405932), Managing Director of the Company, who is liable to retire by rotation at the ensuing 28 th AGM and, being eligible offer himself for reappointment. The Board recommends his reappointment.

A resolution seeking shareholders’ Approval for his re-appointment along with other required details forms part of the Notice convening 28th AGM.

B. Continuation of Appointment

As per Regulation 17 (1A), the Board has recommended the continuation of appointment of Mr. Dilip Kumar Modak (DIN:07750172), Independent Director of the Company who will be attaining the age of 75 years on 16.08.2024. The Board seeks approval of the shareholders for continuation of the appointment at the ensuing 28th Annual General Meeting.

C. Reappointment:

Mr. Raminder Singh Chadha (DIN: 00405932) was reappointed as the Managing Director of the Company in the 27th Annual General Meeting of the Company held on 29.08.2023 for a period of 3 (Three Years) Commencing from 01st June, 2023.

Mrs. Amarveer Kaur Chadha (DIN: 00405962) was reappointed as the Whole-Time Director of the Company in the 27th Annual General Meeting of the Company held on 29.08.2023 for a period of 3 (Three Years) Commencing from 01st June, 2023.

Mr. Jayvir Chadha (DIN: 002397468) was reappointed as the Whole-Time Director of the Company in the 27 th Annual General Meeting of the Company held on 29.08.2023 for a period of 3 (Three Years) Commencing from 01st June, 2023.

The Directors and Key Managerial Personnel (KMP) of the Company is summarized below:

Sr. No.	Name	Designation	DIN/PAN
1.	Mr. Raminder Singh Chadha	Chairman and Managing Director	00405932
2.	Mrs. Amarveer Kaur Chadha	Whole-time Director	00405962
3.	Mr. Jayvir Chadha	Whole-time Director	02397468
4.	Mr. Alok Jain	Independent Director	09209326
5.	Mr. Dilip Kumar Modak	Independent Director	07750172
6.	Mrs. Palak Malviya	Independent Director	07795827
7.	Mr. Dhirendra Mehta	Chief Financial Officer	ABUPM8155B
8.	Ms. AyushiTaunk*	Company Secretary	AVSPT0358F
9.	Ms. Radhika Tripathi**	Company Secretary	CDCPT0997E

*Ms AyushiTaunk (Mem. No A54236), Company Secretary & Compliance Officer of the Company has resigned from the post w.e.f 30.09.2023 **Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its Meeting held on September 22, 2023 had appointed Ms. Radhika Tripathi (Mem No: A70414) as Company Secretary & Compliance Officer of the Company.

D. Disclosures by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2)

i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. All Independent Directors have also given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Act; and in the opinion of the Board of Directors, all the Independent Directors fulfill the criteria of independence as provided under the Act read with the Listing Regulations and that they are independent of the Management.

E. Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

19. Committees of the Board

As on March 31, 2024, the Board had four committees: The Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee, the Stakeholders Relationship Committee. All committees consist of optimum number of Independent Directors as required under the Companies Act 2013 and the SEBI (LODR) Regulations, 2015.

A. Composition of Audit Committee

The Board of Directors in its meeting held on 177 of Companies Act, 2013.		August 13, 2021 reconstituted an Audit Committee in compliance with the provision of Section
Sr. No.	Name	Designation/Nature of Directorship	No. of meetings Attended
1.	Mr. Alok Jain	Chairman, Independent Director	4
2.	Mr. Dilip Kumar Modak	Member, Independent Director	4
3.	Mr. Raminder Singh Chadha	Member, Chairman & Managing Director	4
4.	Mrs. Palak Malviya	Member, Independent Director	4

During the year under review, 04 (Four) meetings of the Audit Committee were held on 29.05.2023, 07.08.2023, 08.11.2023 & 12.02.2024. Composition of Nomination and Remuneration Committee

The Board of Directors in its meeting held on August 13, 2021 reconstituted a Nomination and Remuneration Committee in compliance with the provision of Section 178 of Companies Act, 2013.

Sr. No.	Name	Designation/Nature of Directorship	No. of meetings Attended
1.	Mr. Alok Jain	Chairman, Independent Director	3
2.	Mr. Dilip Kumar Modak	Member, Independent Director	3
3.	Mrs. Palak Malviya	Member, Independent Director	3
During the year under review, 03 (three) meetings of the Nomination and Remuneration Committee was held 29.05.2023, 22.09.2023 & 12.12.2023.

B. Composition of Stakeholders Relationship Committee
The Board of Directors in its meetings held on August 13, 2021 reconstituted a Stakeholder Relationship Committee in compliance with the provision of Section 178 of Companies Act, 2013.
Sr. No.	Name	Designation/Nature of Directorship	No. of meetings Attended
1.	Mr. Alok Jain	Chairman, Independent Director	4
2.	Mr. Dilip Kumar Modak	Member, Independent Director	4
3.	Mrs. Palak Malviya	Member, Independent Director	4
During the year under review, 04 (Four) meetings of Stakeholder Relationship Committee were held on 29.05.2023, 07.08.2023, 08.11.2023 & 12.02.2024.

C. Composition of Corporate Social Responsibility Committee The Board of Directors in its meeting held on August 13, 2021 reconstituted a Corporate Social Responsibility Committee in compliance with the provision of Section 135 of Companies Act, 2013.
Sr. No.	Name	Designation/Nature of Directorship	No. of meetings Attended
1.	Mr. Raminder Singh Chadha	Chairman & Managing Director	1
2.	Mr. Jayvir Chadha	Member & Whole-time Director	1
3.	Mr. Alok Jain	Member & Independent Director	1
During the year under review, 01 (One) meeting of Corporate Social Responsibility Committee were held on			12.02.2024.

D. Investment Committee

Pursuant to the Proviso to Section 179 (3) of Companies Act, 2013 which states that the Powers of Board with respect to borrowing of monies, investment of funds of the company, advancing & granting loans, providing securities, etc, could be delegated to the Board’s sub-Committee and thus, the Board of Directors in its meeting held on 27.05.2024, constituted its subcommittee under the name of “Investment Committee” by adoption of its policy under the name of “ Investment Committee Policy”, which has also been displayed at the website of the company at www.worthindia. com

The Composition of the Committee:
Sr. No.	Name	Designation/Nature of Directorship	No. of meetings Attended
1.	Mr. Raminder Singh Chadha	Chairman & Managing Director	0
2.	Mr. Jayvir Chadha	Member & Whole-time Director	0
3.	Mr. Amarveer Kaur Chadha	Member & Whole-time Director	0

20. Risk Management and Internal Financial control and its adequacy

Company has an effective risk management framework for identifying, prioritizing and mitigating risks which may impact attainment of short- and long-term business goals of your Company. The risk management framework is aligned with strategic planning, deployment and capital project evaluation process of the Company. The process aims to analyze internal and external environment and manage economic, financial, market, operational, compliance and sustainability risks and capitalizes opportunities of business success.

During the Year, Mr. Shubham Tirole, Chartered Accountant (MN: 468251) was appointed as Internal Auditor of the Company for the Financial year 2023-24. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

21. Significant and Material Orders

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and the Company’s operations in future.

22. Reporting of frauds by Auditors

During the year under review, neither the statutory auditors, secretarial auditor nor the Internal Auditor has reported to the audit committee or the Board, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board’s report.

23. Annual Return

In accordance with Section 92 of the Companies Act, 2013 and read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return in the Form MGT-7 is displayed on the Website of the Company. The link is as follows https://worthindia.com/ Home/investors/3/122/436/2021-22

24. Share Capital & Listing of Securities:

During the financial year under review, the Company has not issued:

¦ any equity shares with differential rights as to dividend, voting or otherwise;

¦ any equity shares (including sweat equity shares) to employees of the Company under any scheme; and

¦ any sweat equity shares.

The Company’s equity shares are listed on National Stock Exchange of India Limited (NSE). The symbol for NSE is WORTH.

25. Secretarial Standards

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India and notified by the Central Government.

26. Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 (“the Act”), read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

During the year under review, the provision of section 125(2) of Companies Act, 2013 does not apply as the Company was not required to transfer any amount to the Investor Education Protection Fund (IEPF) established by Central Government of India.

27. Directors’ Responsibility Statement

Pursuant to the requirement under section 134(3) (C) of the Companies Act, 2013 with respect to Director’s Responsibility Statement, The Board hereby confirms that:

¦ In preparation of the Annual Accounts for the Financial Year ended 31st March, 2024, the applicable accounting standards have been followed and there are no material departures.

¦ The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period.

¦ The Directors had taken proper and sufficient care towards 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.

¦ The Directors had prepared the annual accounts on a going concern basis.

¦ The Directors had laid down internal financial controls, which are adequate and are operating effectively.

¦ The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

28. Particulars of Loans, Guarantees or Investments under section 186:

During the year under Report the Company has not given any loan or given guarantee or provided securities as covered under section 186 of the Act. Further, the Company has not made any fresh investment during the year.

The details of Investment made by the Company have been given in note no. 2 of the Financial Statement.

29. Audit Reports and Auditors

a. Audit reports

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (IndAS) notified under section 133 of the Act. The Company has received an unmodified opinion in the Auditors’ Report for the financial year 2023-24.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Vatsalya Sharma & Co., Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2023-24 and issue Secretarial Audit Report. Secretarial Audit Report issued by M/s. Vatsalya Sharma & Co., for the financial year 2023-24, on July 20, 2024, in Form MR-3. The Secretarial Auditors’ Report for Financial Year 2023-24 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors’ Report is enclosed as “Annexure-5” to the Board’s report.

b. Auditors

i. Statutory auditors

At the 23rd Annual General Meeting held on August 14, 2019 the Members approved appointment of M/s. Khandelwal &Jhaver, Chartered Accountants (Firm Registration No. 003923C) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that Annual General Meeting till the conclusion of the 28 th Annual General Meeting. Their Tenure of 5 years gets completed at the ensuing AGM.

After retirement of the present Statutory Auditors, The Board of Directors have received the consent for the appointment of M/s Maheshwari & Gupta, Chartered Accountants, Indore (M.P) (Firm Registration Number: 006179C) as the Statutory Auditor of the Company for a period of five years, from the conclusion of (28th) ensuing Annual General Meeting until the conclusion of 33rd Annual General Meeting in the year 2029 at a remuneration of as maybe fixed by the Board of Directors of the Company.

The aforesaid auditors are eligible for appointment and have communicated their consent to act as such. The proposal regarding the appointment of the aforesaid auditor is placed for your approval, The Board of directors recommends their appointment.

The Auditors Report to the shareholders for the year under review does not contain any qualification, reservation, disclaimers, or adverse remarks. Further, the Statutory Auditors have not reported any incident of fraud during the year under review to the Audit Committee of your Company.

ii. Secretarial Auditor

As required under Section 204 of the Companies Act, 2013 and Rules there under, the Board re-appointed M/s ShilpeshDalal& Co., Practicing Company Secretaries, Indore to conduct a Secretarial Audit of the Company for Financial Year 2023-24 but later on, Mr. ShilpeshDalal, proprietor of M/s ShilpeshDalal& Co., resigned from the office of Secretarial Auditor of the Company w.e.f 31.08.2023. On, the recommendation of the Nomination & Remuneration Committee and on the basis of the eligibility letter received from M/s Kaushal Agrawal & Co., Mr. Kaushal Kumar Agrawal was appointed as the Secretarial Auditor of the Company for the FY 2023-24.

On, 30.11.2023, Mr. Kaushal Agrawal, proprietor of M/s Kaushal Agrawal & Co. resigned from the position of Secretarial Auditor of the company, due to pre-occupancy and M/s. Vatsalya Sharma & Co., was appointed as the Secretarial Auditor of the company to conduct the Secretarial Audit for the year 2023-24.

Thus, M/s. Vatsalya Sharma & Co., Practicing Company Secretaries, has conducted the Secretarial Audit of the Company for the financial year 2023-24 and issued Secretarial Audit Report under the Form MR-3 for the FY 2023-24.

iii. Internal Auditors:

Pursuant to the provisions of Section 138 of the Act read with Rule 13 of Companies (Accounts) Rules, 2014 and on the basis of the recommendation of Audit Committee, the Board of Directors in their meeting held on July 20, 2024 had appointed Mr. Shubham Tirole, Chartered Accountant (MN: 468251) as the Internal Auditors of the Company for the financial year 2024-25.

30. Disclosure under the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013,

Your Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the aforesaid Act, including constitution of the Internal Complaints Committee. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this Policy. The Policy is gender neutral. We are pleased to inform you that no complaints pertaining to sexual harassment were received during the Financial Year 2023-24 and pending as on March 31, 2024.

31. Cost Records:

The provisions of section 148 (1) of the companies act, 2013 and other applicable rules and provisions is not applicable on the Company. Therefore, no cost records have been maintained by the Company.

32. Conservation of Energy, Research and development, Technology Absorption,

Foreign Exchange Earnings and Outgo

The particulars, as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 with respect to Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo are enclosed as “Annexure-6” to the Board’s report.

33. Dividend Distribution Policy

The Company has formulated a Dividend Distribution Policy as required under regulation 43A of the Listing Regulations. The said Policy is uploaded on the Company’s website. The weblink of the same is as follows: www.worthindia.com

34. Other Disclosures/Reporting:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no events/instances/transactions occurred on these items during the year under review:

a) The details of application made and proceeding pending under the Insolvency and Bankruptcy Code, 2016;

b) The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions;

35. Acknowledgments

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to the Central Government of India, State Government of Madhya Pradesh, the Bankers to the Company, business associates, technical professionals within and outside the Company and after all shareholders of the Company for their valuable support and the board is looking forward to their continued co-operation in the years to come.

Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day to day management.

---

Mar 31, 2023

The Board of Directors hereby submits the report of the business and operations of Worth Peripherals Limited (the Company’ or “WORTH’), along with the Audited Financial Statements for the Financial Year ended 31^st March, 2023. The consolidated performance of the Company and its Subsidiarie: & Joint Venture has been referred to wherever required.

1. FINANCIAL PERFORMANCE OF THECOMPANY:

a.	Results of our Operations and State of Affairs (Rs. in Lakhs )
	Particulars	Standalone		Consolidated
		For the year ended March 31,		For the year ended March 31,
		2023	2022	2023	2022
	Revenue from operations	21,271.82	22,170.46	29,749.17	29,276.56
	Less- Cost of Sales	15,578.57	16,490.03	22,109.48	22,012.99
	Gross profit	5,693.25	5,680.43	7,639.69	7,263.57
	Less- Operating Expenses
	Selling and marketing expenses	1,104.91	1,137.34	1,329.22	1,329.57
	General and administration expenses	2,770.53	2,934.37	3,631.65	3,740.00
	Operating Profit	1,817.81	1,608.72	2,678.82	2,194.00
	Add- Loss on sale of Fixed Asset(net)	(11.43)	0.95	(11.43)	0.95
	Add- Other income(net)	525.65	920.96	206.95	680.32
	Profit before Exceptional Item & Tax	2,332.02	2,530.62	2,874.34	2,875.27
	Add- Exceptional Item	0	0	0	0
	Profit before tax	2,332.02	2,530.62	2,874.34	2,875.27
	Less- Tax expense	528.11	614.71	808.23	794.64
	Profit after tax for the year attributable to Owner of the Company	1,803.92	1,915.91	2,066.10	2,080.63
	Less- Non controlling interest	0	0	259.68	166.37
	Profit after tax for the year attributable to Owner of the Company	1,803.92	1,915.91	1,806.42	1,914.25
	Paid-up Equity Share Capital	1,575.10	1,575.10	1,575.10	1,575.10
	Equity shares are at par value of Rs. 10 per share	10.00	10.00	10.00	10.00
	Earnings per share (EPS) Basic & Diluted (in Rs.)	11.45	12.16	11.47	12.15

• Revenues- Standalone and Consolidated

Our revenue from operations on a standalone basis decreased by 4.05% from Rs. 22,170.46 Lakh to Rs. 21,271.82 Lakh and on a consolidated basis increased by 1.61% from Rs. 29,276.56 Lakh to 29,749.17 in Financial Year 2022-23.

• Profits - Standalone and Consolidated

Our gross profit on a standalone basis amounted to Rs. 5,693.25 Lakh as against Rs. 5,680.43 Lakh in the Previous Year. The operating profit amounted to Rs. 1,817.81 Lakh as against Rs. 1,608.72 Lakh in the Previous Year. The profit before tax was Rs. 2,332.02 Lakh as against Rs. 2,530.62 Lakh in the Previous Year. Net profit after tax is Rs. 1,803.92 Lakh as against Rs. 1,915.91 Lakh in the Previous Year.

Our gross profit on a consolidated basis amounted to Rs. 7,639.69 Lakh as against Rs. 7,263.57 Lakh in the Previous Year. The operating profit amounted to Rs. 2,678.82 Lakh as against Rs. 2,194.00 Lakh in the Previous Year. The profit before tax was Rs. 2,874.34 Lakh as against Rs. 2,875.27 Lakh in the Previous Year. Net profit after tax is Rs. 1,806.42 Lakh against Rs. 1,914.25 Lakh in the Previous Year.

b. Basic EPS

During the year, details of Earnings per share on standalone and consolidated basis are here under

Particular	Standalone Basis	Consolidated Basis
Current Year	11.45	11.47
Previous Year	12.16	12.15

Each Equity Share of Rs. 10.00 fully paid up.

2. Change in nature of business

There was no change in nature of Business of the Company during the Financial Year ended 31^st March, 2023.

3. Change in Capital Structure of the Company

There is no change in the capital structure of the Company during the F inancial Year ended 31^st March, 2023.

4. Dividend

During the Year, the Board of Directors are pleased to recommend the Final Dividend of Rs. 1/- (10% per share) on the 1,57,51,000 Equity Shares of Rs. 10/- each for the Financial Year 31^st March, 2023. The dividend payout is subject to approval of member at the ensuing 27^th Annual General Meeting.

5. Transfer to Reserve

During the year under review, no amount allocated for transfer to reserve.

6. Business Descriptiona. Performance and Prospects

Worth Peripherals Limited is engaged in manufacturing and selling of corrugated boxes. Our Registered office is situated at Indore and our manufacturing facility is situated at Pithampur, Madhya Pradesh. Our manufacturing facilities are well equipped with state of the art facilities including machinery, conveyor or other handling equipments to facilitate smooth manufacturing process. The Joint Venture of the Company, M/S Yash Packers is also engaged in manufacturing and selling of corrugated boxes. Its manufacturing unit is situated at Valsad, Gujarat.

We endeavor to maintain safety in our premises by adhering to key safety norms. We ensure timely delivery of our products and have a fleet of trucks to ensure easy logistics and timely delivery.

Timely delivery and efficient supply chain management of our Company is also witnessed from the awards conferred to our Company.

b. Sustainability

We are environmentally conscious and our products have been certified as meeting relevant FSC Standards. With increasing awareness of being environmental friendly and many organizations supporting the Go green campaign, it increases the demand ofFSC certified products.

Our Company is well equipped with in-house testing laboratory to test the products. Our finished products have to undergo a strict quality check to ensure that they are of relevant quality as per the standards set. Our in house testing laboratory regulates and monitors the quality, strength, stiffness, amongst other parameters, of the boxes to ensure that the same can safely carry products for their end use.

c. Strategy(1) Enhancing our customer base

Our present customer base comprises of Indian Companies and MNCs who are mainly operating in the FMCG sector. We intend to grow in the business continuously by adding new customers. With growth in the retail, pharmaceuticals, breweries, textile sectors and agriculture based products, we aim to tap these markets for further marketing and supply.

(2) Modernisation and upgradation of our technology

We are always in the lookout for upgrading our technology as per the global standards.

(3) Improving functional efficiencies

Our Company intends to improve efficiencies to achieve cost reductions and have a competitive edge over our peers.We believe that this can be achieved through continuous process improvement, customer service and adoption of latest technology.

(4) Quality Products

Our Company invests in high quality machineries and equipment to ensure efficient production and quality products. The scale of operations shall enable our Company to produce quality products. Our Company believes that the investment in technology shall allow it to provide quality products to its customers and differentiate it from other competitors.

7. Material changes and commitments affecting financial position between the end of the Financial Year and date of the report

There has not been any significant and material change and commitments affecting financial position of the Company since closing of Financial Year and up to the date of this Board’s Report.

8. Public Deposits

During the Financial Year 2022-23 under review, the Company has neither invited nor accepted any public deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014. As such, no specific details prescribed in Rule (8) (1) of the Companies (Accounts) Rules, 2014 (as amended) are acquired to be given or provided.

9. Subsidiaries Associates and Joint Ventures

The Company have 2(Two) Subsidiary Companies i.e. Worth Wellness Private Limited & Worth India Pack Private Limited. Worth Wellness Private Limited is incorporated on 15.10.2020 with the object to manufacturing of Diapers of Different Sizes. Worth India Pack Private Limited is incorporated on 25.03.2021 with the object to Manufacturing & Supply of Corrugated Boxes.

The Company has invested as capital contributions in M/s Yash Packers, Mumbai (Joint Venture) and has profit sharing and capital ratio of 50%, Therefore net profit of the firm distributed to its partners, out of which share of the Company as its partner for the Financial Year was Rs. 2,59,25,737/- (previous year Rs. 1,67,49,532/-). The consolidated statement of account for the Financial Year ended 31.03.2023 in form ofAOC-1 has forms part of Board Report as Annexure-1.

10. Related Party Transactions and its particulars

All Related Party Transactions that were entered into during the Financial Year 2022-23 were on Arm’s Length Basis and were in the Ordinary Course of business. There are no materially significant Related Party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions were approved by the Audit Committee on omnibus basis or otherwise and the Board. The transactions entered into by the Company are audited. The Company has developed a Related Party Transactions Policy, Standard Operating Procedures for the purpose of identification and monitoring of such transactions.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as “Annexure-2” to the Board’s report.

11. Management’s Discussion and Analysis

In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Management’s Discussion and Analysis Report is set out in this Annual Report.

12. Board Policies and Conductsa. Policy on Directors Appointment and Remuneration

The policy of the Company on Director’s appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section(3) of Section178 of the Companies Act, 2013, have been regulated by the nomination and remuneration committee and the policy framed by the Company is available on our website, at https:/ /worthindia.com/home/investors/6.

There has been no change in the policy since last Financial Year. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company with the Nomination and Remuneration Committee of the Company.

b. Risk Management

In terms of the provisions of Section134 of the Companies Act, 2013, the Company has taken due care of the assets of the Company, and ensured it as per the policy. The Risk management policy is available on the website of the Company at https://worthindia.com/home/ investors/6.

c. Vigil Mechanism/Whistle Blower Policy

The Company has a vigil mechanism named Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Vigil Mechanism Policy is also available on the website of the Company at https://worthindia.com/home/investors/6.

d. Corporate Social Responsibility (CSR)

The CSR Policy is available on the website of the Company at https://worthindia.com/home/investors/6. The composition of the CSR Committee and the Annual Report on CSR activities as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in“Annexure-3” to this Report.

e. Other Board Policies and Conducts: Following policies have been approved and adopted by the Board, the details of which are available on the website of the Company https://worthindia.com/home/investors/6 and for convenience given herein below:

Sr. No	Name of Policy	Web Link
1.	Related Party Transactions Policy	https://worthindia.com/home/investors/6
2.	Preservation of Documents Policy	https://worthindia.com/home/investors/6
3.	Policy on Determination of Materiality of Events	https://worthindia.com/home/investors/6
4.	Archival Policy	https://worthindia.com/home/investors/6
5.	Code of Conduct for Insiders	https://worthindia.com/home/investors/6
6.	Code of Conduct for Board of Directors, KMPs and Senior Management	https://worthindia.com/home/investors/6
7.	Code of Conduct for Independent Directors	https://worthindia.com/home/investors/6

f. Prevention of Insider Trading:

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 & Amendment thereof, the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company.

The Code requires Trading Plan, pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the Designated Employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

13. Particulars of Employees

The ratio of the remuneration of each Whole-Time Director and Key Managerial Personnel (KMP) to the median of employees remuneration as per Section 197 (12) of the Companies Act, 2013, read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Board’s report as “Annexure-4”.

Additionally, the following details form part of Annexure-4 to the Board’s Report:

• Remuneration to Whole Time Directors

• Remuneration to Non-Executive/Independent Directors

• Percentage increase in the median remuneration of employees in the Financial Year

• Number of permanent employees on the roll of Company

• There has not been any employee drawing remuneration exceeding 1.02 crores during the year, employed for the full year or Rs. 8.50 lakhs p.m. employed for part of the year.

• The Company did not allot any sweat equity shares & does not have employees ‘stock option scheme.

14. Corporate Governance

Your Company is committed towards maintaining high standards of Governance. The Report on Corporate Governance stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and a Certificate from Practicing Company Secretary confirming compliance to the corporate governance requirements by the Company is attached to this Report.

15. Board Diversity

The Company recognizes and embraces the importance of a diverse board in over all success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender that will help us retain our competitive advantage.

The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As of March 31, 2023, the Board had 6 (Six) members, one of whom is the Chairman, Executive and Managing Director, two Executive and Whole-time Directors and three are Non-Executive Independent Directors. One Whole-Time Director and one Non-Executive Independent Director on the Board are women.

16. Board Evaluation

Pursuant to provision of Companies Act, 2013 and Rules made there under, SEBI Listing Regulations and Guidance Note on Board Evaluation issued by Securities and Exchange Board of India on January 05, 2017, The Board of Directors has carried out an annual evaluation of its own performance, performance of Individual Directors, board committee including the Chairman of the Board on the basis of composition and structure, attendance, contribution, effectiveness of process, information, functions and various criteria as recommended by Nomination and Remuneration Committee. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the Non-Independent Directors (including the Chairman) was also evaluated by the Independent Directors at the separate meeting held between the Independent Directors of the Company.

The meeting of Independent Director was held on 21.03.2023

17. Number of Meetings of the Board

a. Meetings of the Board

The Board met 5(Five) times during the Financial Year. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013. The dates of board meeting are given here under 13.04.2022, 28.05.2022, 09.08.2022, 10.11.2022 and 08.02.2023.

b. Separate Meeting of Independent Directors: As stipulated by the Code of Independent Directors under the Companies Act, 2013; a separate meeting of the Independent Directors of the Company was held on 20.03.2023 to review the performance of Non-Independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and it’s Committees which is necessary to effectively and reasonably perform and discharge their duties.

18. Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

19. Directors and Key Managerial Personnel

a. Retirement by Rotation

As per the provisions of the Companies Act, 2013 and article 145 (b) of Article of Association of the Company, Mrs. Amarveer Kaur Chadha (DIN : 00405962) Whole-time Director of the Company, who is liable to retires as the ensuing AGM and, being eligible offer herself for reappointment. The Board recommends his reappointment.

b. Re-Appointment

Reappointment of Mr. Raminder Singh Chadha as the Managing Director of the Company in the meeting held on 29^th May, 2023 subject to approval of shareholders in the Annual General Meeting for a period of 3 (Three Years) Commencing from 01^st June, 2023. Reappointment of Mrs. Amarveer Kaur Chadha (DIN: 00405962) as the Whole-Time Director in the Meeting Held on 29^th May, 2023 subject to approval of shareholders in the Annual General Meeting for a period of 3 (Three Years) Commencing from 01^st June, 2023. Reappointment of Mr. Jayvir Chadha (DIN: 002397468) as the Whole-Time Director in the Meeting Held on 29^th May, 2023 subject to approval of shareholders in the Annual General Meeting for a period of 3 (Three Years) Commencing from 01^st June, 2023.

The Directors and Key Managerial Personnel (KMP) of the Company is summarized below:

Sr. No.	Name	Designation	DIN/PAN
1.	Mr. Raminder Singh Chadha	Chairman and Managing Director	00405932
2.	Mrs. Amarveer Kaur Chadha	Whole-time Director	00405962
3.	Mr. Jayvir Chadha	Whole-time Director	02397468
4.	Mr. Alok Jain	Independent Director	09209326
5.	Mr. Dilip Kumar Modak	Independent Director	07750172
6.	Mrs. Palak Malviya	Independent Director	07795827
7.	Mr. Mahesh Chandra Maheshwari1	Chief Financial Officer	AGJPM2199M
8.	Mr. Dhirendra Kumar Mehta	Chief Financial Officer	ABUPM8155B
9.	Ms. Ayushi Taunk	Company Secretary	AVSPT0358F

Sr. No.	Name		Designation/Nature of Directorship	No. of meetings Attended
1.	Mr. Alok Jain		Chairman, Independent Director	4
2.	Mr. Dilip Kumar Modak		Member, Independent Director	3
3.	Mr. Raminder Singh Chadha		Member, Chairman & Managing Director	4
4.	Mrs. Palak Malviya		Member, Independent Director	4
During the year under review, 4 (Four) meetings of the Audit Committee were held on 28.05.2022, 09.08.2022, 10.11.2022 and 08.02.2023.
B. Composition of Nomination and Remuneration Committee
The Board of Directors in its meeting held on August 13, 2021 reconstituted a Nomination and Remuneration Committee in compliance with the provision of Section 178 of Companies Act, 2013.
Sr. No.	Name		Designation/Nature of Directorship	No. of meetings Attended
1.	Mr. Alok Jain		Chairman, Independent Director	1
2.	Mr. Dilip Kumar Modak		Member, Independent Director	1
3.	Mrs. Palak Malviya		Member, Independent Director	1
During the year under review,1 (One) meetings of the Nomination and Remuneration Committee was held 13.04.2022.
C. Composition of Stakeholders Relationship Committee
The Board of Directors in its meetings held on August 13, 2021 reconstituted a Stakeholder Relationship Committee in compliance with the provision of Section 178 of Companies Act, 2013.
Sr. No.	Name	Designation/Nature of Directorship		No. of meetings Attended
1.	Mr. Alok Jain	Chairman, Independent Director		4
2.	Mr. Dilip Kumar Modak	Member, Independent Director		3
3.	Mrs. Palak Malviya	Member, Independent Director		4
During the year under review, 4 (Four) meetings of Stakeholder Relationship Committee were held on 13.04.2022, 09.08.2022, 10.11.2022 and 08.02.2023. D. Composition of Corporate Social Responsibility Committee The Board of Directors in its meeting held on August 13, 2021 reconstituted a Corporate Social Responsibility Committee in compliance with the provision of Section 135 of Companies Act, 2013.
Sr. No.	Name		Designation/Nature of Directorship	No. of meetings Attended
1.	Mr. Raminder Singh Chadha		Chairman & Managing Director	2
2.	Mr. Jayvir Chadha		Member & Whole-time Director	2
3.	Mr. Alok Jain		Member & Independent Director	2

During the year under review, 2 (Two) meetings of Corporate Social Responsibility Committee were held on 28.05.2022 and 20.03.2023.

21. Risk Management and Internal Financial control and its adequacy

Company has an effective risk management framework for identifying, prioritizing and mitigating risks which may impact attainment of short and long term business goals of your Company. The risk management framework is aligned with strategic planning, deployment and capital project evaluation process of the Company. The process aims to analyze internal and external environment and manage economic, financial, market, operational, compliance and sustainability risks and capitalizes opportunities of business success.

During the Year, Mr. Shubham Tirole, Chartered Accountant (MN: 468251) has appointed as Internal Auditor of the Company for the Financial year 2022-23. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

22. Significant and Material Orders

There are no significant and material order passed by the regulators or courts or tribunals which impact the going concern status and the Company’s operations in future.

23. Reporting of frauds by Auditors

During the year, under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board’s report.

24. Annual Return

In accordance with Section 92 of the Companies Act, 2013 and read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return are displayed on the Website of the Company www.worthindia.com.

25. Secretarial Standards

The Company complies with all applicable secretarial standards.

26. Investor Education and Protection Fund (IEPF)

During the year under review, the provision of section125(2) of Companies Act, 2013 does not apply as the Company was not required to transfer any amount to the Investor Education Protection Fund (IEPF) established by Central Government of India.

27. Directors’ Responsibility Statement

Pursuant to the requirement under section 134(3)(C) of the Companies Act, 2013 with respect to Director’s Responsibility Statement, The Board here by confirms that :

• In preparation of the Annual Accounts for the Financial Year ended 31^st March, 2023, the applicable accounting standards have been followed and there are no material departures.

• The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period.

• The Directors had taken proper and sufficient care towards 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.

• The Directors had prepared the annual accounts on a going concern basis.

• The Directors had laid down internal financial controls, which are adequate and are operating effectively.

• The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

28. Particulars of Loans, Guarantees or Investments under section 186 :

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

29. Audit Reports and Auditors

a. Audit reports

• The observations made in the Auditor’s Report read together with relevant notes thereon are self explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

• The Secretarial Auditors Report for Financial Year 2022-23 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors’ Report is enclosed as “Annexure-5” to the Board’s report.

b. Auditors

i. Statutory auditors

At the 23^rd Annual General Meeting held on August 14, 2019 the Members approved appointment ofM/s. Khandelwal & Jhaver, Chartered Accountants (Firm Registration No. 003923C) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that Annual General Meeting till the conclusion of the 28^th Annual General Meeting.

ii. Secretarial Auditor

As required under Section 204 of the Companies Act, 2013 and Rules there under, the Board has re-appointed M/s Shilpesh Dalal & Co., Practicing Company Secretaries, Indore to conduct a Secretarial Audit of the Company for Financial Year 2022-23.

30. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,

Your Company has zero tolerance towards sexual harassment at workplace. It has a well- defined policy in compliance with the requirements of the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. An Internal Committee is in place to redress complaints received regarding sexual harassment. All employees are covered under policy. The Company has not received any complaint of sexual harassment during 2022-23.

31. Cost Records

The provisions of section 148 (1) of the companies act, 2013 and other applicable rules and provisions is not applicable on the Company. Therefore, no cost records have been maintained by the Company.

32. Conservation of Energy, Research and development, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars, as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as “Annexure-6” to the Board’s report.

33. Acknowledgments

Your Directors take this opportunity to place on record their appreciation and since regratitude to the Central Government of India, State Government of Madhya Pradesh, the Bankers to the Company, business associates, technical professionals within and outside the Company and after all share holders of the Company for their valuable support and the board is looking forward to their continued co- operation in the years to come.

Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day to day management.

1

Mr. Mahesh Chandra Maheshwari was resigned from the post of Chief Financial Officer of the Company w.e.f 13.04.2022.and in his place Mr. Dhirendra Kumar Mehta was appointed as a Chief Financial Officer w.e.f. 13.04.2022.

c. Disclosures by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. All Independent Directors have also given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Act.

20. Committees of the Board

As on March 31,2023, the Board had four committees: the Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee, the Stakeholders Relationship Committee. All committees consist of optimum number of Independent Directors as required under the Companies Act 2013 and the SEBI (LODR) Regulations, 2015.

A. Composition of Audit Committee

The Board of Directors in its meeting held on August 13, 2021 reconstituted an Audit Committee in compliance with the provision of Section 177 of Companies Act, 2013.

---

Mar 31, 2018

Dear Members,

The Board of Directors hereby submits the report of the business and operations of Worth Peripherals Limited (the Company’ or “WORTH’), along with the audited financial statements, for the financial year ended 31^st March, 2018. The consolidated performance of the Company and its j oint venture has been referred to wherever required.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

a. Results of our Operations and State of Affairs

Amount in Rs.

Particulars	Standalone		Consolidated
	For the year ended March 31,		For the year ended March 31,
	2018	2017	2018	2017
Revenue from operations	1455723170	1292547249	1575060450	1375724875
Less- Cost of Sales	993192800	869589695	1076148448	930678167
Gross profit	462530370	422957554	498912002	445046708
Less- Operating Expenses
Selling and marketing expenses	104250008	119813073	107219471	122787186
General and administration expenses	210288893	214566766	231419914	230632093
Operating Profit	147991469	88577715	160272617	91627429
Less- Loss on sale of assets	0	2958680	0	2958680
Add- Other income(net)	33735446	61851162	31623028	62347860
Profit before tax	181726915	147470197	191895645	151016609
Less- Tax expense	114322400	44007759	117873589	44007759
Profit after tax	67404515	103462438	74022056	107008850
Earning per share (EPS) Equity shares are at par value of Rs. 10 per share
Basic	4.92	9.00	5.4	9.31
Diluted	4.92	9.00	5.4	9.31

b. Revenues - Standalone and Consolidated

Our revenue from operations on a standalone basis increased by 12.62%, from Rs. 1,29,25,47,249 to Rs.1,45,57,23,170 and on a consolidated basis increased by 14.49%, from Rs. 1,37,57,24,875 to Rs. 1,57,50,60,450 in fiscal 2018.

c. Profits - Standalone and Consolidated

Our gross profit on a standalone basis amounted to Rs. 46,25,30,370 as against Rs. 42,29,57,554 in the previous year. The operating profit amounted to Rs. 14,79,91,469 as against Rs. 8,85,77,715 in the previous year. The profit before tax was Rs. 18,17,26,917 as against Rs. 14,74,70,197 in the previous year. Net profit was Rs. 6,74,04,517 as against Rs. 10,34,62,438 in the previous year.

Our gross profit on a consolidated basis amounted to Rs. 49,89,12,002 as against Rs. 44,50,46,708 in the previous year. The operating profit amounted to Rs. 16,02,72,617 as against Rs. 9,16,27,429 in the previous year. The profit before tax was Rs. 19,18,95,645 as against Rs. 15,10,16,609 in the previous year. Net profit was Rs. 7,40,22,056 as against Rs. 10,70,08,850 in the previous year.

d. Capital expenditure on tangible assets - Standalone and Consolidated

During the year, on standalone and consolidated basis the Company incurred Capital expenditure details are mentioned here:

Amount in Rs.

Particular	Standalone Basis	Consolidated Basis
Infrastructure	4,36,93,660	5,44,30,670
Computer	5,28,680	5,86,852
Vehicles	1,59,35,023	1,68,46,387
Total	6,01,57,363	7,18,63,909

e. Basic Eps

During the year, details of Earnings per share on standalone and consolidated basis are hereunder

Particular	Standalone Basis	Consolidated Basis
Current Year	4.92	5.40
Previous Year	9.00	9.31

Each equity share ofRs. 10.00 fully paid up.

2. Change in nature of business

There was no change in nature of Business of the Company during the year under review.

3. Dividend

Due to availability of investment opportunities within the company itself, your board decided not to recommend any dividend to the shareholders, for the financial year. They do not have any preference share or other security.

4. Transfer to Reserve

During the year under review, no amount was allocated for transfer to reserve. Previous year the company has transferred Rs. 50,00,000 (Rupees Fifty Lakh Only) to General Reserve from Profit and Loss Account.

5. Business Description

a. Performance and Prospects

Worth Peripherals Limited is engaged in manufacturing and selling of corrugated boxes. Our Registered office is situated at Indore and our manufacturing facility is situated at Pithampur, Madhya Pradesh. The manufacturing facility is divided into 2 units, manufacturing of corrugated sheets and boxes is done at Unit II and Unit I is engaged in conversion of corrugated sheets into corrugated boxes. The Joint Venture of the Company, M/S Yash Packers is also engaged in manufacturing and selling of corrugated boxes. Its manufacturing unit is situated at Valsad, Gujarat.

Business operation commenced in Unit - 1 in the year 2005. Subsequently, as part of our expansion plans, business operations were commenced in the year 2012 in Unit II. Our manufacturing facilities are well equipped with state of the art facilities including machinery, conveyor or other handling equipments to facilitate smooth manufacturing process. We endeavour to maintain safety in our premises by adhering to key safety norms. We ensure timely delivery of our products and have a fleet of trucks to ensure easy logistics and timely delivery.

Timely delivery and efficient supply chain management of our Company is also witnessed from the award conferred to our Company [for the previous year]:

- Certificate of Excellence - Parle Products Private Ltd.

Our Company is promoted by Mr. Raminder Singh Chadha, who is the guiding force behind all the strategic decisions of our company. His industry knowledge and understanding also gives us the key competitive advantage enabling us to expand our geographical and customer presence in existing as well as target markets, while exploring new growth avenues.

We adhere to Sedex Members Ethical Trade Audit (SMETA) best practice guidance guidelines which include adhering to labour standards, health and safety and environmental and safety ethics audit norms for SEDEX. Our Company actively works for the benefit of their employees and labours with prime focus being health, hygiene and welfare of the workforce and also undergoes audit conducted by its recognised customers to ensure that the safety and management norms are being complied with. Our Company also ensures that legal compliances and ethical business practices are being complied with, and the same is ensured by way of audit conducted by its customers and audit bodies every 2 years.

b. Sustainability

We are environmentally conscious and our products have been certified as meeting relevant FSC Standards by Rainforest Alliance. With increasing awareness of being environmental friendly and many organisations supporting the Go green campaign, it increases the demand of FSC certified products.

Our Company is well equipped with in-house testing laboratory to test the products. Our finished products have to undergo a strict quality check to ensure that they are of relevant quality as per the standards set. Our in house testing laboratory regulates and monitors the quality, strength, stiffness, amongst other parameters, of the boxes to ensure that the same can safely carry products for their end use.

c. Strategy

(1) Enhancing our customer base

Our present customer base comprises of Indian Companies and MNCs who are mainly operating in the FMCG sector. We intend to grow in the business continuously by adding new customers. With growth in the retail, pharma, breweries, textile sectors, opportunity for growth in packaging industries have increased and thus we aim to tap these markets for further marketing and supply.

(2) Modernisation and upgradation of our technology

Our Company has invested in latest technology and has a fully automated plant with automated machinery & systems throughout the manufacturing process. Our Company intends to meet and adapt to the latest technologies and install new plant and machinery at Unit II of our manufacturing facility for enhanced quality and precision in terms of manufacturing with increased efficiency. We intend to continue to invest in our in-house technology capabilities to develop customized systems and processes to ensure effective management control. We continue to focus on further strengthening our operational and fiscal controls.

(3) Improving functional efficiencies

Our Company intends to improve efficiencies to achieve cost reductions and have a competitive edge over our peers. We believe that this can be achieved through continuous process improvement, customer service and adoption of latest technology.

(4) Quality Products

Our Company plans to invest in high quality machineries and equipment to ensure efficient production and quality products. The scale of operations shall enable our Company to produce quality products. Our Company believes that the investment in technology shall allow it to provide quality products to its customers and differentiate it from other competitors.

6. Material changes and commitments affecting financial position between the end of the financial year and date of the report

There has not been any significant and material change and commitments affecting financial position of the company since closing of financial year and up to the date of this board’s report.

7. Legal Framework

a. Conversion of the Company

During the year under review, the Company was converted from Private Company to Public Company and necessary fresh certificate to the effect of has been issued by Registrar of Companies, Gwalior, Madhya Pradesh dated April 27, 2017. Consequent to conversion ofthe company, the name ofthe company was changed from “Worth Peripherals Private Limited” to “Worth Peripherals Limited”.

b. Share Capital

During the financial year 2017-18, following changes were made in the capital structure of the company:

- The Authorised Capital ofthe Company is Rs. 18,00,00,000. There is no change in fiscal year 2018.

- The Paid Up Share Capital of the Company increased from of Rs. 11,50,00,000 to 15,75,10,000 because of allotment of Equity Shares in Initial Public Offer.

- The company has not made any provision of funds for purchase of its own shares by employees or by trustees for the benefit of employees as per Rule 16(4)of Companies (Share Capital and Debenture) Rules 2014.

c. Public Issue of the Equity Shares and Listing on NSE SME Platform:

During the year under review the Company had issued the prospectus to the general public on 20^ttSeptember, 2017 for making public issue of42,51,000 Equity Shares of Rs. 10/- each at a premium of Rs. 33/- per share aggregating to Rs. 1827.93 Lakhs and the issue was successfully oversubscribed by 45 times and has made allotment of 42,51,000 equity shares on 23^rd September, 2017 and the company’s entire post issue capital of Rs. 1575.10 Lakhs divided into 1,57,51,000 Equity Shares of Face Value of Rs.10/- each were listed at the NSE SME Platform on 27^th September, 2017.

Your Directors place their sincere thanks to all the investors and the NSE, SEBI, Merchant Bankers and all the agencies for their guidance and support. The Company’s equity shares are regularly being traded at the floor of the NSE SME Platform and as on 31^st March, 2018 closing price was Rs. 96.90/- per equity share.

d. Statement for Utilization of Public Issue Proceeds for the year ended on 31^st March, 2018 and declaration regarding no deviation(s)/variation(s) from the objects stated in Prospectus:

The Company has come out with the Initial Public Offer of 42,51,000 equity shares of Face Value of Rs. 10/- per share at an Issue Price of Rs. 43/- per share and generated funds of Rs.1827.93 Lakhs for the purposes and objects as mentioned in Prospectus dated 20*September, 2017. The Company submits the following statement towards the utilization ofthe issue proceeds as under:

(Rs. in Lakhs)

S.No.	Category wise variation (Purpose for raising of funds through public issue)	Amount raised in Public Issue for the object mentioned in prospectus	Actual Utilization of Issue Proceeds till 31st March 2018	Balance Amount to be Utilized as on 31st March, 2018	Deviation(s)/ Variation(s), if any
1.	Purchase of Plant and Machinery	475.00	103.19	371.81*	NIL
2.	Repayment/Prepayment of certain borrowings availed by our Company	300.00	300.00	NIL	NIL
3.	Funding the working capital requirements of the Company	610.42	400	210.42*	NIL
4.	General Corporate Purposes	292.51	246.43	46.08*	NIL
5.	Issue Expenses	150.00	150.00	NIL	NIL
	Total Amount	1827.93	1199.62	628.31

*The above Unutilized IPO proceeds from the Issue have been deployed in the Fixed Deposit with our Bank.

As per Regulation 32 of the SEBI (LODR) Regulations, 2015, we hereby confirm that majority of public issue proceeds amounting to Rs. 1199.62 Lakhs and balance amount of Rs. 628.31 Lakhs have been utilized in the subsequent Financial Years and there is no deviation/variation in actual utilization of public issue proceeds from the objects as stated in the Prospectus dated 20^th September, 2017.

e. Listing on Stock Exchange

The Company’s shares are listed on SME Emerge Platform of the National Stock Exchange of India Limited (NSE), The Company has received the trading approval for a total of 15751000 Equity Shares on SME, Emerge platform of NSE Limited with effect from September 27, 2017 having symbol “WORTH”.

f. Other Disclosures and information

That the Company:

i. Has not allotted any shares with differential voting rights during the year, hence there is nothing to disclose under provisions of section 43 of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

ii. Has not allotted any sweat equity shares during the year, in accordance with the provision of section 54(1)(d) of Companies Act, 2013 read with Rule8 (13) of the Companies (Share Capital and Debenture) Rules, 2014.

iii. Has not allotted stock option to any employee during the year, as per Rule 12 (9) of the Companies (Share Capital and Debenture) Rules, 2014.

iv. The company has not giving any loan pursuant to provisions of section 67 of the act to its employees for purchase of its own shares hence there is nothing to disclose under provisions of section 67(3) of the Act read with 16(4) of the Companies (Share Capital and Debentures) Rules, 2014.

8. Public Deposits

The company has not accepted any deposits from the public and, as such, no amount of principal or interest was outstanding to pay as of the Balance Sheet date. The deposit or unsecured loans which were accepted or renewed during the financial year were exempted deposits under Rule (2)(1)( c)(viii) as per Company (Acceptance of Deposits) Rules 2017 as amended from time to time.

Details relating to deposits /unsecured loans which are required to be disclosed are under the Act are as follows:-

Accepted During the year (from persons under Rule 2(1) (c) (viii))	Rs. 79,14,343
Remain unpaid or unclaimed as at the end of the year	NIL
Where there has been any default in repayment of deposits of payment of interest thereon during the year If so then no. of Cases and total amount involved i. At the beginning of the year; ii. Maximum during the year; iii. At the end of the year.	NIL

Details of deposits which are not in compliance with the requirement of Chapter V of the Act	NIL
The company has obtained unsecured loans from 1. Directors which were exempt under Rule 2(1) (c) (viii) of Companies Acceptance of Deposit Rules. 2014 Opening balance Accepted during the year Repaid during the year Closing Balance	Rs. 5,33,42,365 Rs. 79,14,343 Rs. 80,91,217 Rs. 5,31,65,491

9. Related Party Transactions and its particulars

All Related Party Transactions that were entered into during the Financial Year 2017-18 were on Arm’s Length Basis and were in the Ordinary Course of business. There are no materially significant Related Party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions were approved by the Audit Committee on omnibus basis or otherwise, and the Board. The transactions entered into by the company are audited. The Company has developed a Related Party Transactions Policy, Standard Operating Procedures for the purpose of identification and monitoring of such transactions.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as “Annexure-1” to the Board’s report.

10. Management’s Discussion and Analysis

In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Management’s discussion and analysis is set out in this Annual Report.

11. Board Policies and Conducts

a. Policy on Directors’ Appointment and Remuneration

The policy of the Company on directors’ appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, have been regulated by the nomination and remuneration committee and the policy framed by the company is annexed with the Board Report as “Annexure-2” and available on our website, at https://worthindia.com/investors76.

There has been no change in the policy since last fiscal. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company with the Nomination and Remuneration Committee of the company.

b. Risk Management

In terms of the provisions of Section 134 of the Companies Act, 2013, the company has taken due care to care of the assets of the company, and ensured it as per the policy. The Risk management policy is available on the website of the company at https://worthindia.com/investors/6.

c. Vigil Mechanism/Whistle Blower Policy

The Company has a vigil mechanism named vigil mechanism/whistle blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Vigil Mechanism Policy are annexed to the Board Report as “Annexure-3” and are also posted on the website of the company at https://worthindia.com/investors/6.

d. Corporate Social Responsibility (CSR)

The CSR Policy is available on the website of the Company at https://worthindia.com/investors/6. The composition of the CSR Committee and the Annual Report on CSR activities as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in “Annexure-4” to this Report. Your directors want to disclose that the company did not spend any amount in the CSR activities during the financial year. The company is in the process to find out suitable areas in which the CSR activity and expenditure shall be best suited for the welfare of the society.

e. Other Board Policies and Conducts

Following policies have been approved and adopted by the Board, the details of which are available on the website of the company https://worthindia.com/investors/6 and for convenience given herein below:

Sr. No	Name of Policy	Web Link
1.	Related Party Transactions Policy	https://worthindia.com/investors/6
2.	Preservation of Documents Policy	https://worthindia.com/investors/6
3.	Policy on Determination of Materiality of Events	https://worthindia.com/investors/6
4.	Archival Policy	https://worthindia.com/investors/6
5.	Code of Conduct for Insiders	https://worthindia.com/investors/6
6.	Code of Conduct for Board of Directors, KMPs and Senior Management	https://worthindia.com/investors/6
7.	Code of Conduct for Independent Directors	https://worthindia.com/investors/6

f. Prevention of Insider Trading

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees ofthe Company.

The Code requires Trading Plan, pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed

12. Subsidiaries Associates and Joint Ventures

During the year under review the company does not have any subsidiary or associate company except one joint venture. The company has invested as capital contributions in M/s Yash Packers, Mumbai (Joint Venture ) and has profit sharing and capital ratio of 40%, Therefore net profit of the firm distributed to its partners, out of which share ofthe company as its partner for the financial year was Rs. 66,17,539 (previous year Rs. 35,46,412). The consolidated statement of account for the financial year ended 31.03.2018 in form of AOC-1 has been attached with the financial statement.

13. Non applicability of the Indian Accounting Standards (IND-AS)

As per provision to regulation Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No.G.S.R.111(E) on 16^th Feb., 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirement of adoption of IND-AS w.e.f. 1^st April, 2017 As your Company is listed on SME Platform of NSE Limited, it is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with the period on or after 1^st April 2017.

14. Particulars of Employees

The ratio of the remuneration of each whole-time director and key managerial personnel (KMP) to the median of employees’ remuneration as per Section 197 (12) of the Companies Act, 2013, read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Board’s report as “Annexure-5”.

Additionally, the following details form part ofAnnexure - 5 to the Board’s report :

- Remuneration to Whole Time Directors

- Remuneration to non-executive / independent directors

- Percentage increase in the median remuneration of employees in the financial year

- Number of permanent employees on the roll of company

- There has not been any employee drawing remuneration exceeding 1.02 crores during the year, employed for the full year or Rs. 8.50 lakhs employed for part ofthe year.

- The company did not allot any sweat equity shares & does not have employees’ stock option scheme.

15. Corporate Governance

“Corporate Governance Practices are Reflection of Value Systems And Which Envariably Includes our Culture, Policies and Relationship With our Shareholders”.

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. At Worth, our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavour to enhance long-term shareholder value and respect minority rights in all our business decisions.

As our company has been listed on SME Emerge Platform ofNational Stock exchange Limited (NSE), by virtue of Regulation 15 ofthe SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of schedule V are not applicable to the company. Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

16. Board Diversity

The Company recognizes and embraces the importance of a diverse board in overall success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender that will help us retain our competitive advantage.

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As of March 31, 2018, the Board had 6 (Six) members, one of whom is the Chairman, executive and Managing Director, two executive and Whole-time Directors and three are non-executive Independent Directors. One whole-time director and one non-executive Independent Director on the Board are women.

17. Board Evaluation

Pursuant to provision of Companies Act, 2013 and Rules made there under, SEBI Listing Regulations and Guidance Note on Board Evaluation issued by Securities and Exchange Board of India on January 05, 2017, The Board of Directors has carried out an annual evaluation of its own performance, performance of Individual Directors, board committee including the Chairman of the Board on the basis of composition and structure, attendance, contribution, effectiveness of process, information, functions and various criteria as recommended by Nomination and Remuneration Committee. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the non-independent directors (including the Chairman) were also evaluated by the Independent Directors at the separate meeting held between the Independent Directors of the Company.

18. Number of Meetings of the Board

a. Meetings of the Board

The Board met 15 times during the financial year. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013. The dates of board meeting are given hereunder 01.04.2017, 28.04.2017, 15.05.2017, 01.06.2017, 09.06.2017, 20.06.2017, 01.07.2017, 10.07.2017, 15.07.2017, 14.08.2017, 25.08.2017, 23.09.2017, 11.10.2017, 01.11.2017 and 20.02.2018.

b. Separate Meeting of Independent Directors:

As stipulated by the Code of Independent Directors under the Companies Act, 2013; a separate meeting of the Independent Directors of the Company was held on 30^th March, 2018 to review the performance of Non-Independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its’ Committees which is necessary to effectively and reasonably perform and discharge their duties.

19. Declaration by Independent Directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

20. Directors and Key Managerial Personnel

a. Inductions

The following appointments were made during the year:

- Shri Dilip Burad (DIN: 07713155), Shri Dilip Kumar Modak (DIN: 07750172) and Smt. Palak Malviya (DIN: 07795827) as non-executive independent directors on the Board appointed as additional directors i.e. 15^th May, 2017, and their appointment was approved by the shareholders in their Twenty First Annual General Meeting held on the 15^th July, 2017 appointed as nonexecutive independent directors. All the above three Independent Directors have been appointed to hold office for 5 (five) consecutive year from 15^th May, 2017.

- Shri Mahesh Chandra Maheshwari as the the Chief Financial Officer (CFO) effective from 01^st June, 2017.

b. Retirement by Rotation

As per the provisions of the Companies Act, 2013 and artice 145 (b) of Article of Association of the company, Shri Raminder Singh Chadha, Managing Director of the Company, who has been longest in the office, retires by rotation at the ensuing AGM and, being eligible offer himself for reappointment. The Board recommends his reappointment.

c. Appointment

(a) Appointment of Mr. Raminder Singh Chadha as the Managing Director in the Board meeting dated 01^st June, 2017 which was approved by shareholder in extra-ordinary general meeting dated 10^th June, 2017 for a period 3 (Three) years commencing from 01^st June, 2017. As per the clause given under in article of association Mr. Raminder Singh Chadha shall be liable to retire by rotation.

(b) Appointment ofMr. Jayvir Chadha as a Whole-time Director in the Board meeting dated 01^st June, 2017 which was approved by shareholders in extra-ordinary general meeting dated 10^th June, 2017 for a period 3 (Three) years commencing from 01^st June, 2017 As per the clause given under in article of association Mr. Jayvir Chadha shall be liable to retire by rotation.

(c) Appointment of Mrs. Amarveer Kaur Chadha as a Whole-time Director in the Board meeting dated 01^st June, 2017 which was approved by shareholder in extra-ordinary general meeting dated 10^th June, 2017 for a period 3 (Three) years commencing from 01^st June, 2017. As per the clause given under in article of association Mrs. Amarveer Kaur Chadha shall be liable to retire by rotation.

The Directors and Key Managerial Personnel (KMP) of the Company are summarized below:

Sr. No.	Name	Designation	DIN/PAN
1.	Mr. Raminder Singh Chadha	Chairman and Managing Director	00405932
2.	Mrs. Amarveer Kaur Chadha	Whole-time Director	00405962
3.	Mr. Jayvir Chadha	Whole-time Director	02397468
4.	Mr. Dilip Burad	Independent Director	07713155
5.	Mr. Dilip Kumar Modak	Independent Director	07750172
6.	Mrs. Palak Malviya	Independent Director	07795827
7.	Mr. Mahesh Chandra Maheshwari	Chief Financial Officer	AGJPM2199M
8.	Ms. Neetu Dubey	Company Secretary	BIAPD6825M

21. Committees of the Board

As on March 31, 2018, the Board had four committees: the audit committee, the nomination and remuneration committee, the corporate social responsibility committee, the stakeholders relationship committee. All committees consist of optimum number of independent directors as required under the Companies Act 2013 and the SEBI (LODR) Regulations, 2015.

A. Composition of Audit Committee

The Board of Directors in its meeting held on May 15, 2017 constituted an Audit Committee in compliance with the provision of Section 177 ofCompanies Act, 2013.

Sr. No.	Name	Designation	No. of meetings Attended
1.	Mr. Dilip Burad	Chairman	4
2.	Mr. Dilip Kumar Modak	Member	4
3.	Mr. Raminder Singh Chadha	Member	4
4.	Mrs. Palak Malviya	Member	4

During the year under review, 4 (Four) meetings ofthe Audit Committee were held on 01.06.2017, 10.07.2017, 23.10.2017, 20.02.2018.

B. Composition of Nomination and Remuneration Committee

The Board of Directors in its meeting held on May 15, 2017 constituted a Nomination and Remuneration Committee in compliance with the provision of Section 178 of Companies Act, 2013.

Sr. No.	Name	Designation	No. of meetings Attended
1.	Mr. Dilip Burad	Chairman	3
2.	Mr. Dilip Kumar Modak	Member	3
3.	Mrs. Palak Malviya	Member	3

During the year under review, 3 (Three) meetings of Nomination and Remuneration Committee were held on 16.05.2017, 01.07.2017, 01.11.2017.

C. Composition of Stakeholders Relationship Committee

The Board of Directors in its meetings held on May 15, 2017 constituted a Stakeholder Relationship Committee in compliance with the provision of Section 178 ofCompanies Act, 2013

Sr. No.	Name	Designation	No. of meetings Attended
1.	Mr. Dilip Burad	Chairman	3
2.	Mr. Dilip Kumar Modak	Member	3
3.	Mrs. Palak Malviya	Member	3

During the year under review, 3 (Three) meetings of Stakeholder Relationship Committee were held on 31.05.2017, 18.10.2017, 12.01.2018. D. Composition of Corporate Social Responsibility Committee

The Board of Directors in its meeting held on May 15, 2017 reconstituted a Corporate Social Responsibility Committee in compliance with the provision of Section 135 ofCompanies Act, 2013.

Sr. No.	Name	Designation	No. of meetings Attended
1.	Mr. Raminder Singh Chadha	Chairman	2
2.	Mr. Jayvir Chadha	Member	2
3.	Mr. Dilip Burad	Member	2

During the year under review, 2 (Two) meetings of Corporate Social Responsibility Committee were held on 30.06.2017, 20.02.2018.

22. Internal Financial control and its adequacy

Your Company has appointed M/s V. Khandelwal & Co. as its Internal Auditor. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

23. Significant and Material Orders

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and the Company’s operations in future.

24. Reporting of frauds by Auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board’s report.

25. Annual Return

In accordance with Section 92 of the Companies Act, 2013 and read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract ofthe annual return in the prescribed format i.e MGT-9 is enclosed herewith as “Annexure-6”.

26. Secretarial Standards

The Directors state that the applicable secretarial standards i.e. SS-1 and SS-2, relating to ‘Meeting of the Board of Directors’ and ‘Meeting of General Meeting, respectively, have been duly followed by the Company.

27. Investor Education and Protection Fund (IEPF)

During the year under review, the provision of section 125(2) of Companies Act, 2013 does not apply as the company was not required to transfer any amount to the Investor Education Protection Fund (IEPF) established by Central Government of India.

28. Directors’ Responsibility Statement

Pursuant to the requirement under section 134(3) (C) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, The Board hereby confirms that:

- In preparation of the annual accounts for the financial year ended 31^st March , 2018, the applicable accounting standards have been followed and there are no material departures.

- The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss ofthe Company for that period.

- The directors had taken proper and sufficient care towards 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.

- The directors had prepared the annual accounts on a going concern basis.

- The directors had laid down internal financial controls, which are adequate and are operating effectively.

- The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

29. Particulars of Loans, Guarantees or Investments under section 186:

During the year under review, the Company has not advanced any fresh loans/ given fresh guarantees/ made fresh investments falling under section 186 ofthe Companies Act, 2013.

30. Audit Reports and Auditors

a. Audit reports

- The Auditors’ Report for fiscal 2018 (both consolidated and standalone) does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

- The Secretarial Auditors’ Report for fiscal 2018 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors’ Report is enclosed as “Annexure-7” to the Board’s report.

b. Auditors

i. Statutory auditors

M/s Maheshwari & Gupta, Chartered Accountants, Indore (Firm Registration No. 006179C) were re-appointed as Statutory Auditor of the Company in AGM 2014 to hold office until the conclusion of the Annual General Meeting to be held in the financial year 2019. The Company has received a certificate of eligibility from the statutory auditors in accordance with the provisions of Section 141 of the Act. There is no requirement for ratification of auditors in this Annual General Meeting as per the provision of Section 139 of the Companies Act, 2013 as amended.

ii. Secretarial auditor

As required under Section 204 of the Companies Act, 2013 and Rules there under, the Board has appointed M/s Kaushal Agrawal & Co., Practicing Company Secretaries, to conduct a secretarial audit ofthe Company for fiscal 2018.

31. Conservation of Energy, Research and development, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars, as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as “Annexure-8”to the Board’s report.

32. Green Initiatives

Electronic copies of the Annual Report 2017-18 and the Notice ofthe 22ⁿ Annual General Meeting are sent to all members whose email addresses are registered with the Company / depository participant(s). For members who have not registered their email addresses, physical copies are sent in the permitted mode.

33. Disclosures

Your Company has always believed in providing a safe and harassment free workplace for every individual working in company’s premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment and for this purpose the company has in place a robust policy, aiming to obtain the complaints, investigate and prevent any kind of harassment of employees at all levels. For the current financial year end, no complaint was received by the company.

34. Acknowledgments

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to the Central Government of India, State Government of Madhya Pradesh, the Bankers to the Company, business associates, technical professionals within and outside the company and after all shareholders of the company for their valuable support and the board is looking forward to their continued cooperation in the years to come.

Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day to day management.

For and behalf of the Board of Directors of

Worth Peripherals Limited

Sd/-

Chairman & Managing Director

Raminder Singh Chadha

Place: Indore DIN : 00405932

Date: 23^rd July, 2018