Epack Durable Ltd Directors Report

Dear Members,

The Board of Directors of your Company takes immense pleasure to present the 6th (Sixth) Annual Report of EPACK Durable Limited (“Company” or “EPACK”) along with the Audited Financial Statements on Standalone and Consolidated basis for the Financial Year ended March 31, 2025. This report encapsulates the Companys performance, key developments, corporate governance and governance initiatives undertaken during the year in compliance with the provisions of the Companies Act, 2013 and applicable regulations. We extend our sincere gratitude for your continued support, which drives our commitment to excellence and sustainable growth.

1. Financial Summary / Performance of the Company (Standalone & Consolidated)

The Companys financial performance is as under:

( Rs. in lakh)

Particulars	Standalone		Consolidated
	For the Financial Year ended		For the Financial Year ended
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from Operations	2, 17,087.07	1,41,955.82	2,17,087.07	141,955.82
Other Income	2,107.88	894.75	2,105.06	894.75
Total Income	2,19,194.95	1,42,850.57	2,19,192.13	1,42,850.57
Profit/ (Loss) before depreciation, Finance	17,882.37	12,510.04	17,873.58	12,510.04
Costs, Exceptional items and Tax Expenses
Less: Depreciation/	4,739.27	3,547.95	4,739.27	3,547.95
Amortization/ Impairment
Profit/ (Loss) before Finance costs,	13,143.10	8,962.09	13,134.31	8,962.09
Exceptional Items and Tax expenses
Less: Finance costs	5,392.90	3,894.87	5,392.90	3,894.87
Profit/ (Loss) before Exceptional Items and Tax Expenses	7,750.20	5,067.22	7,741.41	5,067.22
Profit/ (Loss) of Associate/JV*	-	-	(301.37)	(147.25)
Add/ (Less): Exceptional items	-	-	-	-
Profit Before Tax (PBT)	7,750.20	5,067.22	7,440.04	4,919.97
Less: Taxes (Current & Deferred)	1,927.53	1,419.69	1,926.03	1,382.63
Profit After Tax (PAT)	5,822.67	3,647.53	5,514.01	3,537.34
Total Comprehensive Income/ Loss	5,793.13	3,626.19	5,484.49	3,516.29
Earnings Per Equity Share (In )
Basic	6.07	4.48	5.75	4.35
Diluted	6.07	4.48	5.75	4.35

*Epavo has been converted into JV w.ef. September 30, 2024

2. Overview and State of Companys Affairs

Company Overview

Your Company started its journey in 2003 as an Original Equipment Manufacturer (OEM) for Room Air Conditioner (RAC) brands. Through a strong commitment to innovation and operational excellence, it has grown into a trusted Original Design Manufacturer (ODM) partner.

The Company takes pride in its customer-centric approach, constantly innovating and improving operational efficiency. Its comprehensive product portfolio includes a wide range of Room Air Conditioners (RACs), from window to split air conditioners. Additionally, the Company has expanded into the small domestic appliances (SDA) market with products such as induction cooktops, mixer-grinders, and water dispensers. In the fourth quarter of the Financial Year 2024, it further diversified into the Large Domestic Appliances

(LDA) segment by introducing the manufacturing of air coolers.

During the year the Company expanded its existing product portfolio by launching of new product–Air Fryer under its Small Domestic Appliances category. Further, post the closure of the financial year the Company marked another significant milestone with the introduction of Washing Machine as a new product under its Domestic Home Appliances category.

In addition to its extensive product offerings, the

Company manufactures key components such as sheet metal, injection-molded parts, cross-flow fans, and PCBA components, all essential to the manufacturing process. This backward integration enables the Company to uphold high standards of quality while ensuring cost efficiency.

The Companys manufacturing facilities are strategically located in Dehradun (Uttarakhand), Bhiwadi (Rajasthan), and Sri City (Andhra Pradesh), providing substantial capacity to meet market demands. Supporting its manufacturing excellence, the Company operates dedicated R&D centers in

Noida, Bhiwadi, Dehradun and Sri City, equipped with advanced testing and development equipment to drive continuous innovation.

Operation Highlights

The Company had downfall in its EBITDA margins from 8.19% in FY24 to 7.26% in FY25. Additionally, working capital days were significantly increased from 45 days in FY24 to 57 days in FY25. The companys net debt-to-equity ratio also slightly increased from 0.25x in FY24 to 0.37x in FY25. The Company expanded its manufacturing capacity by approximately 50% post-commissioning of the Sricity facility and started manufacturing new components from its Bhiwadi and Sricity facilities. Moreover, a new product category of air–fryer was introduced in the fourth quarter of FY25.

Financial Highlights

On Consolidated Basis

In Fiscal Year 2025, the Company recorded an operating income of 2171 crores, reflecting a

53% increase compared to the previous year. Due to revenue increase company has achieved an operating EBITDA of Rs 158 crore, reflecting a growth of 36% as compared to the previous year. EBITDA margin declined by 93 basis points to 7.26% as compared to previous year.

Net profit for the year reached 55.1 crores, representing a 56% increase from the previous year, with PAT margins rising to 2.54%. The diluted earnings per share (EPS) for FY25 stood at 5.75, higher than the previous years 4.35.

3. Dividend

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations), the Board of Directors of the Company has adopted a Dividend Distribution Policy (‘Policy) and outlining all necessary details as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), is available on the Companys website at https://epackdurable.com/ code-and-policies/.

Further, there has been no change in the said policy during the period under review.

The Company has not recommended any Dividend for the Financial Year 2024-25.

4. Transfer to Reserves

Details with regard to amount transferred to reserves (if any) are provided in the notes to Financial Statements forming part of this Annual Report.

5. Material Events a. Change in paid up share capital consequent to allotment under ESOP Scheme

Pursuant to approval of the Nomination and Remuneration Committee, the paid-up share capital of the Company stands increased from 95,79,86,910 comprising of 9,57,98,691 equity shares of 10/- each to 95,96,77,290 comprising of 9,59,67,729 equity shares of

10/- each consequent to allotment of Equity shares under 1,69,038 equity shares to the eligible employees of the Company consequent to exercise of their respective vested stock options under Companys ESOP Scheme.

b. Change of status of Epavo Electricals Private Limited from associate company to Joint

Venture Company

During the financial year 2024 25, pursuant to increase of Companys stake in Epavos Electricals Private Limiteds (“Epavo”) equity by 24%, status of Epavo, which was an associate

Company, has been changed to a Joint Venture

Company w.e.f closing business hours of September 30, 2024. As on date of this report, Company is holding 50% equity stake in Epavo along with Ram Ratna Wires Limited which is also holding another 50% equity stake in Epavo.

c. Manufacturing tie-up with Panasonic Life solutions India Private Limited

During the financial year, under review the

Company has entered into an arrangement for manufacturing tie-up with Panasonic Life Solutions India Private Limited (“Panasonic”) for manufacturing of Printed Circuit Board Assembly (“PCBA”) Controllers as EMS (Electronic manufacturing service provider) and high-tech critical components for Room Air Conditioners (“RACs”) for Panasonic.

d. Manufacturing tie-up through subsidiary company with Hisense International

Singapore Holding Pte. Limited

During the year under review, the Company has entered into an agreement for manufacturing tie-up with Hisense International Singapore Holding Pte. Limited (“Hisense”) for manufacturing of Air Conditioners and home appliances for Hisense.

e. Incorporation of Wholly Owned Subsidiary of the Company

During the year under review, the Company has incorporated a new wholly owned subsidiary, EPACK Manufacturing Technologies Private Limited(“EMTPL”).

6. Share Capital Structure a. Authorized Share Capital

During the Financial Year under review, there was no change in the Authorised Share capital.

b. Paid Up Share Capital

The equity shares of the Company were listed on the Stock Exchanges on January 30, 2024, and from such date the equity shares of the Company are compulsorily tradable in electronic form. As on March 31, 2025, and as on the date of this report, entire (i.e. 100%) paid up share capital representing 9,59,67,729 equity shares are in dematerialized form.

During the Financial Year ended March 31, 2025, the paid-up share capital of the Company increased from 95,79,86,910 to 95,96,77,290 pursuant to the exercise of stock options granted under the “EPACK Durable Limited - EPACK Employee Stock Option Scheme 2023”.

7. Employees Stock Options (ESOPs)

During the Financial Year 2023-24, our Company introduced the EPACK Employee Stock Option Scheme 2023 (“EPACK ESOP 2023”) to enhance employee motivation, encourage long-term participation in the Companys growth, and serve as a retention mechanism. The scheme was approved by the members at the Extra Ordinary General Meeting (“EGM”) held on

July 29, 2023, for current and future permanent employees of the Company, as well as its subsidiaries and associate companies. After the of Company came out with a Public Associate/JV Issue of its equity shares and accordingly post listing the ESOP Scheme was required to be ratified by the members of the

Company for making any fresh grant of stock options under the said Scheme. In accordance the Scheme was place before the shareholders for ratification by passing of special resolution at 5th Annual General Meeting which was held on September 6, 2024.

The Board at its meeting held on July 13, 2023 had approved the grant of 15,68,148 stock options to eligible employees of the Company at an exercise price of 152 per option. The company granted 9,83,863 stock options to eligible employees of the

Company on August 01, 2023 under the first vesting period out of which the Company allotted 1,69,038 Equity Shares of 10/- each In compliance with the Securities and Exchange

Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI (SBEB & SE)

Regulations”), the Company has made the necessary disclosures pertaining to the EPACK ESOP 2023. These disclosures are provided in “Annexure-I” and it forms part of this Annual Report, in accordance with the format and requirements prescribed under the SEBI (SBEB & SE) Regulations.

Additionally, the notes to accounts forming part of the standalone financial statements also include relevant details of options granted and exercised during the Financial Year. To ensure regulatory compliance and transparency, the Company has obtained a certificate from M/s. Shirin Bhatt & Associates, Company Secretaries, confirming that the EPACK ESOP 2023 has been implemented in accordance with the SEBI (SBEB

& SE) Regulations. This certificate will be made available for inspection by members at the ensuing Annual General Meeting.

8. Credit Ratings

During the year under review, the Company received long-term and short-term credit ratings from rating agencies:

a) ICRA Limited:

Long-term rating: ICRA A (Stable)

Short-term rating: ICRA A2+ b) CRISIL (Credit Rating Information Services of India Limited):

Long-term rating: CRISIL A- (Stable)

Short-term rating: CRISIL A2+

These ratings reflect the Companys strong financial position, stable outlook, and ability to meet short-term and long-term obligations effectively.

9. Investor Education and Protection Fund

During the year under review, the Company was not required to transfer any funds to the Investor Education and Protection Fund (IEPF).

10. Deposits

During the year under review, the Company did not accept any public deposits under Sections 73 and 76 of the Companies Act, 2013, and no principal or interest amounts were outstanding as of the end of the Financial Year 2024-25.

As a result, the provisions of Chapter V of the

Companies Act, 2013 relating to the “Acceptance of Deposits by Companies” do not apply to the Company. Further, there were no unclaimed or unpaid deposits lying with the Company.

11. Change in the Nature of Business

During the year under review, there has been no change in the nature of business carried on by the Company.

12. Consolidation of Financials

In compliance with provisions of Section 129(3) of the Act read with Companies (Accounts) Rules, 2014, Consolidated Financial Statements has been prepared as per the Indian Accounting Standards issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements along with the Auditors Report thereon forms part of this Annual Report.

13. Subsidiary, Associate Company and their

Financial Performances

As on date of report, company is having one wholly owned subsidiary i.e EPACK Manufacturing

Technologies Private Limited (“EMTPL”) and one Joint

Venture Company i.e Epavo Electricals Private Limited

(“Epavo”). The Companys wholly owned subsidiary, EPACK Components Private Limited (“ECPL”) had been merged with the company vide order of The Honble National Company Law Tribunal (“NCLT”), Allahabad Bench, vide its order dated May 02, 2024.

More details are summarised as below:

a) Amalgamation of EPACK Components

Private Limited- Wholly Owned Subsidiary with and into the Company

The Companys wholly owned subsidiary, EPACK Components Private Limited (“ECPL”) had been merged with the company vide order of The Honble National Company Law Tribunal (“NCLT”), Allahabad Bench, vide its order dated May 02, 2024.

Pursuant to the approval of the Scheme, all assets, liabilities, rights, and obligations of ECPL stand transferred to and vested in the Company without any further act, deed, or instrument. Consequently. ECPL ceases to exist as a separate legal entity.

b) Epavo Electricals Private Limited

During the financial year 2024 25, pursuant to increase of Companys stake in Epavos Electricals Private Limiteds (“Epavo”) equity by 24%, status of Epavo, which was an associate

Company, has been changed to a Joint Venture

Company w.e.f closing business hours of September 30, 2024. As on date of this report, Company is holding 50% equity stake in Epavo along with Ram Ratna Wires Limited which is also holding another 50% equity stake in Epavo.

A statement highlighting the key financial details of the Joint Venture Company, as required under the prescribed format AOC-1, form part of the Consolidated Financial Statements of the Company. InaccordancewithSection136oftheCompanies Act, 2013, the Audited Financial Statements, including Consolidated Financial Statements and related documents, are available on the Companys website at www.epackdurable.com under Investors section.

c) EPACK Manufacturing Technologies Private Limited (“EMTPL”)

During the Financial Year 2024-25, effectively on December 3, 2024, the Company has incorporated a new wholly owned subsidiary, EPACK Manufacturing Technologies Private Limited. The incorporation of this subsidiary is in line with the Companys strategic growth initiatives and is a significant step towards expanding its manufacturing capabilities. Furthermore, EMTPL will play a crucial role in executing the ‘Strategic Cooperation Agreement entered into with Hisense International Singapore Holding Pte. Limited for the manufacturing of home appliances. This move is expected to strengthen the Companys market position and drive future growth in the sector.

A statement highlighting the key financial details of the Subsidiary and Joint Venture, as required under the prescribed format AOC-1, is included in the Consolidated Financial Statements of the Company. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including Consolidated Financial Statements and related documents, are available on the Companys website at www.epackdurable.com.

14. Particulars of Loans, Guarantees, Security or Investments made u/s 186 of the Act

Details of loans granted, guarantees issued, securities provided, and investments made during the year, as required under Section 186 of the Act, are included in the notes to the Audited Financial Statements forming part of the Annual Report.

15. Related Party Transactions

In compliance with the provisions of the Companies Act and SEBI Listing Regulations, the Company has established a Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions. This policy ensures a structured framework for reporting, approval, and disclosure of all transactions between the Company and its related parties. The policy is available on the Companys website at https://epackdurable.com/ code-and-policies.

All related party transactions are submitted to the Audit Committee for approval as per the applicable legal provisions. Additionally, prior omnibus approval is obtained from the Audit Committee for transactions that are repetitive and foreseeable in nature, in line with the Companies Act and SEBI Listing Regulations. During the year, the Company did not enter into any material related party transactions as per its Policy on Materiality of Related Party Transactions and SEBI Listing Regulations. All related party transactions undertaken were in the ordinary course of business and on an arms length basis, therefore the disclosure as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for Financial Year 2025 and hence, does not form part of this report. For further details, please refer to the Notes to the Audited Financial Statements forming part of the Annual Report.

16. Material Changes and Commitments affecting the Financial Position of the Company and Material Changes between the Date of the Boards Report and end of the Financial Year

There have been no material changes or commitments impacting the financial position of the Company between the end of the financial year, to which the Audited Financial Statements relate, and the date of the Boards Report.

17. Future Outlook

The Company is well-positioned to capitalize on the strong momentum of the Indian economy and the rapid expansion of the consumer durables market. With strategic initiatives and forward-looking measures already in place, the Company is confident of sustaining growth, enhancing market presence, and delivering long-term value to stakeholders. To further accelerate growth, the Company has made key strategic hires at the senior management level. These leadership additions reinforce its commitment to market expansion and strengthening its industry position. Looking ahead, the Company remains dedicated to leveraging market opportunities, enhancing operational efficiencies, and sustaining its growth trajectory in the Indian consumer durables sector.

18. Corporate Governance

For EPACK Durable Limited, corporate governance is built on the pillars of integrity, transparency, accountability, and adherence to the highest governance and regulatory standards. The Company has embraced best-in-class governance practices to ensure that the Board operates effectively, fostering long-term shareholder value while safeguarding minority rights. Timely and accurate disclosures remain a core responsibility of the Company, reinforcing its commitment to transparency. In accordance with Regulation 34, read with

Schedule V of the SEBI (Listing Obligations and

Disclosure Requirement) Regulations 2015, (“SEBI Listing Regulations”), a separate Corporate Governance Report forms an integral part of this

Annual Report. Additionally, a certificate from M/s Shirin Bhatt & Associates, Company Secretaries, Secretarial Auditors of the Company, confirming compliance with corporate governance norms, as prescribed under the Listing Regulations, is annexed to the Corporate Governance Report. Furthermore, the Company has adopted various policies and codes in alignment with corporate governance requirements. The relevant links for these policies are provided below for easy reference: https://epackdurable.com/

19. Board of Directors, its Committees and Meetings thereof The Board of Directors (the “Board”) are vital in setting strategy, policies, budgets and overall direction of the Company whilst ensuring best interest of the Company and its stakeholders. They monitor performance and ensure compliance with legal and regulatory standards. The Board of the Company plays a pivotal role in steering the Company towards success.

The Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of Executive, Non-Executive and Independent Directors including one Woman Independent Director who are responsible for and committed to sound principles of Corporate Governance in the Company. The Board has established various Committees, as detailed herein, to support the Board in discharging its responsibilities under law, regulation and towards good governance. The Company holds minimum of 4 (Four) Board meetings in each calendar year with a gap of not more than one hundred and twenty days between any two consecutive Meetings. Additional meetings of the Board/ Committees are convened as may be necessary for proper management of the business operations of the Company.

The agenda and notice for the meetings are prepared and circulated in advance to the Directors. The Board of Directors of the Company met 5 (Five) times during the Financial Year 2024-25. The required quorum was present at all the meetings.

A detailed update on the Board & its Committees, composition thereof, number of meetings held during Financial Year 2024-25 and attendance of the Directors/Members at such meeting is provided in “Corporate Governance Report” under section “Board of Directors” forming part of the Annual Report.

20. Committee(s) of the Board

The Board has delegated certain part of its functions and duties to a non-statutory committee namely the Executive committee, while day-to-day operational responsibilities are specifically entrusted to the management. Furthermore, the Board had duly constituted following Committees, which are in line with the provisions of applicable laws:

A. Audit Committee

B. Nomination and Remuneration Committee C. Corporate Social Responsibility Committee D. Stakeholders Relationship Committee E. Risk Management Committee Further, during the year under review, the Board had not constituted any Statutory and/or non-

Statutory Committee(s).

A detailed update on the composition, number of meetings, attendance and terms of reference of aforesaid Committees are provided in the section

“Committees of the Board” of “Corporate

Governance Report” of this Annual Report.

Furthermore, there were no instances where Board had not accepted any recommendation of any committee.

21. Management Discussion and Analysis Report

Pursuant to SEBI Listing Regulations, the Management Discussion and Analysis Report for the year under review is provided in a separate section forming part of this Annual Report.

22. Vigil Mechanism

In compliance with Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has established a robust vigil mechanism that enables directors, employees, and stakeholders to report instances of unethical behaviour, malpractices, misconduct, fraud, violations of the

Companys Code of Conduct, or leaks/suspected leaks of unpublished price-sensitive information, without fear of retaliation. The mechanism ensures direct access to the Chairperson of the Audit Committee for directors, employees, and business associates, fostering a culture of transparency and accountability. A detailed overview of the vigil mechanism is provided in the Corporate Governance Report, and the Vigil Mechanism Policy is accessible on the Companys website at: https://epackdurable.com/ code-and-policies/.

23. Risk Management Committee/Policy

Risk Management has been integrated with major business processes such as strategic planning, business planning, operational management and investment decisions to ensure consistent consideration of risks in all decision- making.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Your Board of Directors has implemented a robust risk management framework to ensure effective risk identification, assessment, and mitigation.

To strengthen this process, the Board has constituted on voluntary basis a Risk Management Committee, responsible for formulating, implementing, and monitoring the Companys Risk Management Plan. The primary objective of the Risk Management Committee is to assist the Board in identifying and addressing various internal and external risks, including financial, operational, sectoral, sustainability (particularly ESG-related risks), information security, cyber security, and other relevant risks. Additionally, the Committee recommends risk mitigation measures, establishes internal control systems, and formulates business continuity strategies. In consultation with the Risk Management Committee, the Board has also developed a Risk Management Policy, which outlines the Companys approach to managing uncertainties while striving to achieve its strategic objectives. Further details can be found in the ‘Report on Corporate Governance.

24. Adequacy of Internal Controls systems and

Compliance with Laws

The Company has a robust and effective internal control system tailored to the nature, scale, and complexity of its operations. These controls are designed to ensure operational efficiency, fraud prevention, asset protection, regulatory compliance, accuracy in financial reporting, and timely preparation of reliable financial information.

To enhance and strengthen the internal control framework, the Company has engaged M/s Ernst & Young LLP as its Internal Auditors. The Audit Committee regularly reviews audit findings and proposed action plans to ensure continuous improvements in internal processes. In addition to these controls, the Company has implemented advanced IT solutions, including

SAP S/4 HANA enterprise resource planning (ERP) software, to streamline key operations. This system enables real-time resource coordination, material management, manufacturing planning, and decision-making efficiency. It also facilitates seamless functional integration, ensuring better tracking of customer demands and optimal inventory management. A dedicated IT team oversees the ERP system, ensuring its smooth operation and continuous enhancement to support the Companys growth and efficiency.

25. Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

During the year under review, no significant or material orders have been passed by regulators, courts, or tribunals that would impact the going concern status or future operations of the Company.

26. Annual Return

In compliance with Section 134(3)(a) of the Act, the draft Annual Return as of March 31, 2025, prepared in accordance with Section 92(3) of the Act read with Rule 11(1) of the Companies (Management and Administration) Rules, 2014, has been made available on the Companys website.

It can be accessed at: https://epackdurable.com/ other-important-information/.

27. Directors and Key Managerial Personnel who were appointed/re-appointed or have resigned during the Year a) Directors

Name	Designation	Date of change	Particulars
Dr. Ravi Gupta	Independent Non-Executive Director	September 10, 2024	Appointment
Mr. Laxmi Pat Bothra	Non-Executive Non-Independent Director	September 10, 2024	Appointment
Mr. Sanjay Singhania	Non-Executive Non-Independent Director	November 12, 2024	Change in Designation – from Whole Time
Mr. Nikhil Mohta	Non-Executive Nominee Director	February 06, 2025	Director to Non- Executive Director Resignation

b) Key Managerial Personnel

Name	Designation	Date of change	Particulars
Ms. Esha Gupta	Company Secretary & Compliance Officer	September 10, 2024	Resignation
Mr. Arjit Gupta	Company Secretary & Compliance Officer	November 12, 2024	Appointment
Mr. Arjit Gupta	Company Secretary & Compliance Officer	December 04, 2024	Resignation
Ms. Jyoti Verma	Company Secretary & Compliance Officer	January 31, 2025	Appointment

Pursuant to the provisions of Section 203 of the Act, Mr. Bajrang Bothra (Chairman &

Whole Time Director), Mr. Ajay DD Singhania

(Managing Director & Chief Executive Officer), Mr. Rajesh Kumar Mittal (Chief Financial Officer) and Ms. Jyoti Verma (Company Secretary and Compliance Officer) are the KMPs of the

Company as on March 31, 2025.

Mr. Vibhav Niren Parikh and Mr. Kailash Chandra Jain have resigned after the closure of financial year w.e.f. April, 22, 2025 and April 06, 2025 respectively. c) Directors liable to retire by rotation In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sanjay Singhania (Non – Executive Director) is liable to retire by rotation at the ensuing Annual General Meeting. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has proposed his re-appointment, subject to the approval of the members.

28. Independent Directors of the Company

As of the date of this report, the Board of Directors comprises 9 (Nine) Directors, including 5 (five)

Independent Directors. All Independent Directors have been appointed in compliance with the applicable provisions of the Act and SEBI Listing Regulations, ensuring adherence to the highest standards of corporate governance.

For further details, please refer to the “Report on Corporate Governance” forming part of the

Annual Report.

a) Declaration of Independent Directors of the Company

The Company has received declarations from all Independent Directors, confirming that they meet and continue to meet the criteria of independence as prescribed under Section 149(6) of the Act, Rule 6(3) of the Companies Appointment and Qualifications of Directors)

Rules, 2014, and Regulation 16(1)(b) of the SEBI Listing Regulations.

Additionally, all Independent Directors have complied with the Code for Independent

Directors under Schedule IV to the Act and have affirmed their adherence to the Companys ode of Conduct for the Board of Directors and Senior Management Personnel. In the opinion of the Board, there has been no change in circumstances that may affect their independent status, and the Board is satisfied with their integrity, expertise, and experience, including their proficiency as per the Act and applicable rules and regulations. Furthermore, all Independent Directors have confirmed that their names are registered in the databank maintained by the Indian Institute of Corporate Affairs (IICA), in compliance with regulatory requirements.

b) Familiarization Programme for the ndependent Directors

In compliance with the SEBI Listing Regulations, the Company has implemented Familiarization Programmes for Independent Directors. This programme is designed to acquaint them with their roles, rights, and responsibilities as Directors, as well as provide insights into the Companys operations, industry landscape, and business model. Details of the Familiarization Programme are provided in the Corporate Governance Report, which forms part of the Annual Report. The same is also available on the Companys website and can be accessed at: https://epackdurable.com/ code-and-policies/.

c) Separate Meeting of Independent Directors

In compliance with Schedule IV of the Act and

Regulation 25(3) of SEBI Listing Regulations, a separate meeting of the Independent Directors was held on March 05, 2025. The meeting was conducted without the presence of Non-Independent Directors and Members of Management, enabling unrestricted discussions and independent performance evaluation of Non-Independent Directors and the Board as whole; of the Chairperson of the Company, considering the views of Executive and Non-Executive Directors and discussed the quality, quantity and timeliness of information flowing from the management to the Board.

29. Board and Directors Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India. In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of Executive and Non-Executive Directors. At the Board meeting that followed the meeting of the Independent Directors, the performance of the Board, its committees, and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board. The Board members expressed satisfaction with the evaluation process, reaffirming its effectiveness in assessing governance, decision-making, and strategic oversight.

30. Auditors & Auditors Report

(a) Statutory Auditors

M/s Deloitte Haskins & Sells, Chartered

Accountants (Firm registration No. 015125N) were appointed as Statutory Auditors of the Company at the Annual General Meeting held on November 26, 2021, for a term of five consecutive years. The Auditors have confirmed that they are not disqualified from continuing as the Auditors of the Company.

The Independent Auditors Report given by the Auditors on the Financial Statement (Standalone and Consolidated) of the Company forms part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer. The Notes to the financial statements referred in the Auditors Report are self-explanatory and do not call for any further comments.

(b) Secretarial Auditors

M/s Shirin Bhatt & Associates, Practicing

Company Secretaries, conducted Secretarial

Audit of the Company for the financial year

2024-25. The Secretarial Audit Report for the financial year ended March 31, 2025, is annexed and marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. Further, in compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at its meeting held on May 27, 2025 has approved the appointment of M/s. SBYN & Associates LLP,

Company Secretaries, (Firm Registration No. L2025UP018500) as Secretarial Auditors of the Company for a term of five consecutive years commencing from Financial Year 2025-26 till Financial Year 2029-30, subject to approval of the members at the ensuing AGM.

(c) Cost Auditors

In terms of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and get them audited every year from Cost Auditor and accordingly such accounts and records are maintained by the Company.

M/s Cheena & Associates, Cost Accountants, were appointed as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2024-25 at its meeting held on May 28, 2024. The Cost Audit Report for the Financial

Year 2024-25 will be filed by the Company with the Ministry of Corporate Affairs, in due course.

The Board, based on the recommendation of the

Audit Committee, has appointed M/s Cheena &

Associates, Cost Accountants as Cost Auditors for the financial year 2025-26. M/s Cheena &

Associates, Cost Accountants, being eligible, have consented to act as the Cost Auditors of the Company for the financial year 2025-26.

(d) Internal Auditors

M/s Ernst & Young LLP, are acting as Internal

Auditors of the Company to conduct the Internal Audit for the Financial Year 2024-25 and onwards, appointed at the Board Meeting held on May 28, 2024.

During the period under review, M/s Ernst &

Young LLP performed the duties of internal audit of the Company and their report has been reviewed by the Audit Committee for the year ended March 31, 2025.

31. Corporate Social Responsibility (“CSR”)

The Company remains committed to community welfare and actively invests in healthcare, education, and skill development through partnerships with non-profits and social enterprises as part of its Corporate Social Responsibility (CSR) initiatives.

To oversee these efforts, the Company has a duly constituted CSR Committee, whose composition is detailed in the “Committees of the Board” section of the Corporate Governance Report.

The Board of Directors has adopted a CSR Policy in line with the provisions of the Companies Act, outlining the Companys philosophy and approach towards fulfilling its CSR commitments.

The policy remains unchanged during the year and can be accessed at: https://epackdurable.com/ code-and-policies/. The Annual Report on Corporate Social Responsibility Activities is enclosed as Annexure III and forms an integral part of this report.

32. Business Responsibility and Sustainability Report (“BRSR”)

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (BRSR for the Financial Year ended March 31, 2025, has been prepared in the prescribed format. This report provides an overview of the Companys initiatives from an Environmental, Social, and Governance (ESG) perspective. The BRSR forms part of this Annual Report as Annexure IV and has been voluntarily adopted by the Company as part of its commitment to good governance practices.

33. Conservation of Energy, Technology,

Absorption and Foreign Exchange Earnings and Outgo

The particulars required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, are provided in Annexure-V, which forms an integral part of this report.

34. Explanation for Deviation(s)/Variation(s) in use of proceeds from objects stated in offer document

Pursuant to Regulation 32(4) of SEBI Listing

Regulations, your directors confirm that there has been no deviation(s) / variation(s) in the use of proceeds from the Objects stated in the Prospectus dated January 24, 2024.

35. Human Resources

The Company adopts a strategic and forward-looking approach to talent management, firmly recognizing employees as key stakeholders in its growth journey. By continuously embracing new technologies, evolving business models, and fostering a culture of learning and adaptability, the Company sustains its competitive edge in the industry.

As of March 31, 2025, the Company employed

471 staff members and 490 workers directly on its payroll, in addition to 3,818 contractual workers engaged through third-party arrangements. To foster a caring community, the Company train employees to increase operational performance, improve productivity and maintain quality and safety compliance standards. The Company is deeply committed to providing a safe, inclusive, and enabling work environment that encourages both personal and professional growth. Structured training and development programs are regularly conducted to strengthen operational efficiency, enhance productivity, and ensure robust adherence to quality and safety standards. Through these initiatives, the Company continues to cultivate a caring, high-performing, and future-ready workforce.

Employee Welfare Arrangements

TheCompanyiscommittedtoensuringthewell-being of its employees by maintaining comprehensive welfare arrangements. The Company ensures that all statutory dues including contributions to Provident Fund (PF), Employee State Insurance (ESI), and Labour Welfare Fund (LWF), are duly remitted to the respective authorities by contractors. To uphold compliance and transparency, the Company mandates that proof of such remittances is submitted periodically, ensuring adherence to all regulatory requirements and reinforcing its commitment to employee welfare.

Measures Taken to Motivate Employees

The Company believes that employee motivation and engagement are key drivers of a positive workplace culture. To foster a sense of belonging and enthusiasm, various initiatives were undertaken during the year, including:

Sports Activities: Organized EPACK Cricket League for employees, promoting teamwork and engagement.

• Skip-Level Meetings: Skip level meetings were organized for better communication across the employees.

Employee Satisfaction Surveys: Periodic surveys are conducted to gather employee feedback and assess satisfaction levels.

• Learning & Development: Various trainings are conducted on topics such as Intellectual Property Rights, Code of Conduct, Taxation, Leadership, and Professional Development.

• Employee Feedback session: Regular interactions are conducted between employees and their Heads of Departments (HODs) to encourage open communication and periodic reviews.

Festival Celebrations: Celebrations for festivals such as Holi, Diwali, and New Year are organized across all locations to foster a festive, inclusive, and engaging work environment.

Special Day Celebrations: Events such as Womens Day, Environment Day, etc., are observed with special programs and training sessions. Sessions on Prevention of Sexual Harassment (POSH) are also conducted to educate and empower employees.

• Personalized Birthday & Anniversary Celebrations: Customized emails are sent to employees on their special days, followed by monthly celebrations for birthdays and welcoming new joiners.

These initiatives reflect the Companys commitment to creating a motivated, inclusive, and employee-centric work culture.

36. Particulars of Employees and Remuneration

The disclosures related to remuneration and other details of Directors and employees, as mandated under Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure-VI, which forms an integral part of this report.

37. Directors Appointment and Remuneration Policy

The Company has implemented a comprehensive Nomination and Remuneration Policy for the appointment and remuneration of Directors, Key Managerial Personnel (KMP), and Senior Management. This policy outlines the criteria for determining qualifications, positive attributes, independence of Directors, and other matters as specified under Section 178(3) of the Act.

As per the policy, any proposed appointment of Director, KMP, or Senior Management personnel is reviewed and recommended by the Nomination and Remuneration Committee before approval.

The policy also includes provisions related to the appointment, removal, and remuneration of Directors, KMP, and Senior Management employees. There were no changes in the policy during the year. It is available on the Companys website and can be accessed at: https://epackdurable.com/ code-and-policies.

38. Disclosures under Sexual Harassment of Women at Workplace (Prevention,

Prohibition & Redressal) Act 2013 Read with

Rules (“POSH”)

During the Financial Year under review there has no complaints under POSH: a. Number of complaints received by the Internal Complaint Committee during Financial

Year 2024-25: NIL b. Number of complaints disposed of during

Financial Year 2024-25: NA c. Number of complaints pending as on end of the Financial Year 2024-25: NA

39. Reporting of Fraud By auditors

The Company confirms that no instances of fraud have been reported by the Statutory Auditors or Internal Auditors under Section 143(12) of the Companies Act, 2013 and the relevant rules. No such reports have been made to the Audit Committee, Board of Directors, or the Central Government, reinforcing the Companys strong internal control mechanisms and ethical business practices.

40. Compliance of Applicable Secretarial

Standard

The Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), as mandated under the Companies Act, 2013.

These include:

Secretarial Standard-1 (SS-1) on Meetings of the

Board of Directors

Secretarial Standard-2 (SS-2) on

General Meetings

The Company ensures adherence to these standards to promote good governance practices and maintain transparency in corporate affairs.

41. Directors Responsibility Statement:

In terms of Section 134(5) of the Act, your Directors hereby confirm that: i. in the preparation of the annual accounts for the Financial Year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii. the Directors have 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;

iii. the Directors have taken proper and sufficient care 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 preventing and detecting fraud and other irregularities; iv. the Directors have prepared the annual accounts for the Financial Year ended March 31, 2025, on a going concern basis;

v. the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

42. Other Disclosures

Your directors state that during the financial year under review: a) There were no instances requiring disclosure or reporting concerning the issuance of equity shares with differential rights related to dividend, voting, or any other aspect, nor was there any buyback of shares. b) The Company did not have any scheme for the provision of funds for the purchase of its own shares by employees or trustees for their benefit. Accordingly, no disclosure under

Section 67(3) of the Act is required.

c) The Company has neither filed any application nor has any proceedings pending under the Insolvency and Bankruptcy Code, 2016. d) No events have occurred that would necessitate reporting regarding any difference between the valuation amount assessed at the time of a one-time settlement and the valuation performed while obtaining loans from banks or financial institutions.

43. Acknowledgment

Your directors sincerely appreciate the unwavering support and cooperation extended by all stakeholders to the Company. They also express their deep gratitude for the dedication and hard work demonstrated by employees at all levels. The Board extends its heartfelt thanks to the esteemed shareholders for their trust and confidence in the

Company and its management. Additionally, the Directors acknowledge and appreciate the support received from the Companys vendors, investors, business associates, as well as the Central and State Government authorities, departments, and agencies for their continued collaboration and assistance.

		For and on behalf of the Board of Directors
		For EPACK Durable Limited
	Sd/-	Sd/-
	Bajrang Bothra	Ajay DD Singhania
Date: May 27, 2025	Chairman & Whole Time Director	Managing Director & CEO
Place: Noida	DIN: 00129286	DIN: 00107555