Your Directors have pleasure in presenting the 76th Annual Report of Huhtamaki India Limited (‘Company‘) along with the Audited Statements of Accounts for the year ended December 31, 2025.

FINANCIAL HIGHLIGHTS:

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

BUSINESS PERFORMANCE:

The Company recorded net sales of Rs.23,890 million during the year under review, as compared to Rs.24,505 million in the previous year, representing a marginal decline of 2.51%. Profit before Exceptional Items and Tax stood at Rs.1,573 million, as against Rs.860 million in the previous year. Despite the slight moderation in revenue, the Company delivered a significantly improved profitability performance, driven by favourable realisations, an improved product mix and focused cost optimisation initiatives.

The Company continues to pursue a well-defined strategy aimed at strengthening competitiveness and delivering long term, sustainable growth with a strong emphasis on value creation and enhanced profitability.

During the year, the Company reported an exceptional net income of Rs.9.5 million, primarily on account of gains arising from the sale of assets relating to closed plants.

The Company remains committed to its core strategy of improving operational efficiency, leveraging technology-led innovation and enhancing value realisation from its products. This approach is expected to strengthen long-term competitiveness while supporting responsible and growth. At the same time, the Company continues to focus on expanding its profitable core business and implementing transformation initiatives across the organisation.

DIVIDEND:

Your Directors have recommended a dividend of Rs.2/- per equity share of Rs.2 each (100%). This dividend is subject to the approval of the Members at the forthcoming annual general meeting and if approved, Members whose name the register of Members on April 23, 2026 will be entitled to the dividend. This would involve a total cash outflow of Rs.151 million.

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

PUBLIC DEPOSITS:

The Company did not invite or accept deposits covered under Chapter V of the Companies Act, 2013 and there are no deposits outstanding as at Balance Sheet date.

BORROWINGS:

During the year, the Company continued to strengthen its borrowing profile through disciplined cash flow management and efficient working capital control. No additional external borrowings were availed during the year.

TRANSFER TO RESERVES:

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

SUBSIDIARY COMPANIES AND FINANCIAL STATEMENTS:

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

MANAGEMENT DISCUSSION AND ANALYSIS:

A review of the performance and future outlook of the Company and its businesses, as well as the state of the affairs of the business, along with the financial and operational developments have been discussed in detail in the Management Discussion and Analysis Report, which forms part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the year, pursuant to the recommendation of the Nomination & Remuneration Committee and Board of Directors, the shareholders approved, by way of postal ballot and e-voting, the following: - the appointment of Mr. Axel Glade as Non-Executive Director of the Company with effect from October

15, 2025.

- the appointment of Mr. Thomas Geust as Non-Executive Director of the Company with effect from November

14, 2025.

- the appointment of Mr. Kamal Taneja as Managing Director of the Company for a term of 3 (three) consecutive years with effect from January 16, 2026.

Further, at its meeting held on March 18, 2026, based on the recommendation of the Nomination & Remuneration Committee, the Board approved: - the appointment of Ms. Ramya Mohan as Whole-time Director of the Company for a term of 3 (three) consecutive years with effect from March 18, 2026.

- the appointment of Mr. Vinit Mahadevan as Whole-time Director of the Company for a term of 3 (three) consecutive years with effect from March 18, 2026.

Mr. Axel Glade retires at the forthcoming Annual General Meeting by rotation and being eligible, has offered himself for re-appointment.

Details of the proposed appointments and re-appointment have been provided in the Explanatory Statement to the Notice of the 76^th Annual General Meeting of the Company pursuant to Section 102 of the Companies Act, 2013. The Board has recommended these appointments.

During the year the following Directors resigned:

- Mr. Marco Hilty, as Non-Executive Director with effect from January 31, 2025

- Mr. Stefan Lotz, as Non-Executive Director, with effect from June 09, 2025

- Mr. Jagdish Agarwal, as Executive Director & CFO, with effect from December 01, 2025

- Mr. Dhananjay Salunkhe, as Managing Director, with effect from January 15, 2026.

Further, Mr. Sami Pauni, Non-Executive Director, resigned with effect from January 24, 2026

The Board places on record its appreciation for the leadership and contribution made by these Directors during their association with the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the requisite declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'). The Board has taken the same on record.

In the opinion of the Board, Mr. Murali Sivaraman, Ms. Seema Modi and Mr. Ashok Kumar Barat fulfil the conditions specified for independence as well as eligibility criteria under the Act and the Listing Regulations and are eligible to continue as Independent Directors of the Company.

PERFORMANCE EVALUATION AND REMUNERATION POLICY:

The Nomination and Remuneration Committee (NRC) has in place a structured process for evaluating the performance of the Board, its Committees, individual Directors and the Chairperson. Each Board member carries out an independent assessment based on the criteria laid down by the NRC and provides feedback accordingly. A detailed description of the evaluation process is provided in the Corporate Governance Report forming part of this Annual Report.

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

MEETINGS OF THE BOARD:

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

AUDITORS AND AUDITORS' REPORT:

M/s. BSR & Co. LLP, Chartered Accountants, (Firm Registration No. 101248W/W-100022) were re-appointed as the statutory auditors of the Company for a second term of 5 years from the conclusion of the 75th Annual General Meeting till conclusion of the 80th Annual General Meeting.

The Auditors' Report to the Members on the Accounts of the Company for the year ended December 31, 2025, is a part of the Annual Report. The said Audit Report does not contain any qualification, reservation or adverse remark.

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

COST RECORDS AND COST AUDITORS:

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

On the recommendation of the Audit Committee, the Board Directors appointed M/s. R. Nanabhoy & Co., Cost Accountants, as the Cost Auditors of the Company for conducting the audit of the cost records maintained by the Company for the Financial year 2026. M/s. R. Nanabhoy & Co. have confirmed that they meet the eligibility criteria and are free from any disqualifications as specified under Section 141(3) and proviso to Section 148(3) of the Companies Act, 2013. They have also affirmed their independent status.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014, a resolution seeking members' approval for the ratification of remuneration payable to the Cost Auditors for the Financial Year 2026 forms part of the notice of the 76^th Annual General Meeting of the Company and the same is recommended for your consideration and approval.

SECRETARIAL AUDIT & ANNUAL SECRETARIAL COMPLIANCE REPORT:

M/s. BNP & Associates, Company Secretaries, were appointed as Secretarial Auditor for a term of five (5) years, to hold office from the conclusion of the 75th Annual General meeting until the conclusion of 80th Annual General Meeting, in compliance with the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Listing The Secretarial Audit Report, as submitted by the Secretarial Auditors, is annexed to this Report as Annexure - 2. The report does not contain any qualifications, reservations or adverse remarks.

The Annual Secretarial Compliance Report, issued in accordancewithRegulation24AoftheListingRegulations, financial year ended December 31, 2025. forms part of the Annual Report and was duly the stock exchanges within the prescribed from the end of the financial year.

During the year 2025, your Company has ensured compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

HUMAN RESOURCES AND PARTICULARS OF EMPLOYEES:

People are the Company's most valuable asset, and the Company remains committed to health and well-being. Continuous efforts are made to enhance employee capabilities through structured training programmes, career development discussions and individual development plans. A detailed note on Human Resources forms part of the Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as Annexure - 3.

The statement containing particulars of employees as required under Section 197(12) of read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email toinvestor. communication@huhtamaki.com.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the year under review:

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

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

The Company has not entered into any contract / arrangement / transaction with related parties which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188(1) of the Act (Accounts) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not granted any loans or made any investments or provided any guarantees or security to the parties covered under Sections 185 and 186 of the Act, during the to of 60 days

CORPORATE SOCIAL RESPONSIBILITY:

In accordance with the provisions of Section 135 of Companies Act, 2013, the Company has constituted a ‘Corporate Social Responsibility (CSR) Committee' and formulated a CSR Policy. The details of the CSR Policy, the composition of the Committee, key CSR initiatives, expenditure during the year and other relevant information overall development, are provided at Annexure - 4 to this Report, as required under the Companies (Corporate Social Responsibility Policy) Rules,

2014, as amended.

The Companyremainscommitted to CSR and firmly believes that its business objectives should align with the legitimate developmental needs of the society in which it operates. During the year under review, the Company set off Rs.15.8 read withRule5(1)of million and incurred additional expensesof Rs.9.2 million towards CSR activities.

The CSR initiatives of the Company are primarily focused key areas such as environmental sustainability, healthcare, promotion of CompaniesAct, 2013 rural development and the provision of drinking water, sanitationfacilities and hygiene.

ETHICAL BUSINESS PRACTICES AND GOVERNANCE:

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

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

RISK MANAGEMENT:

Risk Management at Huhtamaki aims to identify potential events that may affect the achievement of Huhtamaki's objectives as to manage risks to a level that the Company is capable and prepared to accept so that there is reasonable assurance and predictability regarding the achievement of the Company's Rule 8(2) oftheCompanies objectives. The aim is also to enable the efficient allocation resources and risk management efforts.

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

Recommendations / Observations of the Risk Management the Committee are taken to the Board. The Committee and the Board review the risk assessment procedures periodically to ensure that risks are controlled/mitigated by the management. With the increasing CSR reliance on data-driven systems, the Company is exposed to potential cybersecurity risks, including cyber threats, data breaches, and associated regulatory compliance challenges. Such risks may result in financial loss, operational disruption, or reputational impact if not adequately

To address these exposures, the Company continues to strengthen its IT security architecture and user-access controls. Periodic cybersecurity audits, vulnerability assessments, system testing, and compliance reviews are conducted to proactively identify and remediate potential weaknesses. The Company maintains a robust internal control and governance framework to oversee cybersecurity risk management and continues to promote employee awareness through training on cybersecurity best practices. and skill development, social welfare, In 2025, the management identified and assessed strategic, operational actions each stage. The risks were reviewed by the Risk Management Committee twice during the year and taken note of by the Board of Directors.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

Internal control is an essential part of the corporate governance and management of the Company. The Company has defined the operating principles for internal control. The Audit Committee monitors the effectiveness and efficiency of the internal control systems and the correctness of the financial of internal control is to ensure reliability of financial reporting, effectiveness and efficiency of with laws and regulations. Control of financial reporting assures that financial statements are prepared in a reliable manner. The . aim is also to ensure that all financial reports published and other financial information disclosed by the Company provide a fair view on the Company's financial situation. Control of operations is aimed at ensuring operations and achievement of the Company's strategic and in its 2030 Strategy. Its purpose is financial Company follows applicable laws and regulations.

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

Internal audit: The Company has a strong and independent in-house Internal Audit (“IA”) department that to the Chairman of the Audit Committee, thereby maintaining its objectivity. The Objective of Internal Audit is to provide an independent, to add value and improve an Audit aims at accomplishment of bringing a improve the and control processes.

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

Audit function

ANNUAL RETURN:

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

https://www.huhtamaki.com/en-in/flexible-packaging/

DIRECTORS' RESPONSIBILITY STATEMENT:

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

a. that in the for the year ended December 31, 2025, the applicable accounting proper

b. that such accounting policies as mentioned in Note 3 of the Notes to the Accounts have been selected and applied consistently and judgement and been made that are reasonable and prudent so as to give a true and fair view of the state of on December 31, 2025 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing

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

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

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

INSOLVENCY AND BANKRUPTCY CODE 2016 approvestheannualinternal audit Neither any application has been made nor any proceeding is pending in respect of the Company under the provisions of key

Insolvency and Bankruptcy Code 2016.

OTHER DISCLOSURES/REPORTING:

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

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

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

No significant or material orders were passed by the -reports/ Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future;

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred betweenofthe end of the Financial Year of annualfinancialstatements the Company to which the Financial Statements relate and the date of this Report; standardshave been followed along with relating to material departures if any;

APPRECIATION & ACKNOWLEDGEMENT:

The Board wishes to place on record its gratitude for the confidence reposed in the Company by our bankers, government estimateshave authorities, customers, vendors and all shareholdeRs.The Board further wishes to record its sincere appreciation for the significantoftheCompanyas their commitment, dedication and contribution towards the operations of the Company.