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Perfectpac Ltd Directors Report

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Aug 27, 2026|09:31:00 PM

Perfectpac Ltd Share Price directors Report

Dear Members,

The Board of Directors are pleased to present the 54th (Fifty-fourth) Annual Report of the Company, together with the Audited Financial Statements for the financial year ended March 31, 2026.

1. FINANCIAL RESULTS

The Companys financial performance for the financial year ended March 31, 2026 is summarised below:

(Rs. in lakhs)

Particulars 2025-26 2024-25
Revenue from Operations 11,373.48 11,345.88
Other Income 12.28 20.47
Total Revenue 11,385.76 11,366.35
Total Expenses 10,952.95 10,941.47
Profit before exceptional items and Tax 432.81 424.88
Less: Exceptional items* 12.00 0.00
Profit Before Tax 420.81 424.88
Less: Tax Expense (including deferred tax) 105.86 109.68
Profit After Tax 314.95 315.20
Other Comprehensive Income (27.57) 1.80
Total Comprehensive Income 287.38 317.00
Paid up Equity Share Capital (Face Value of Rs. 2/- per Share) 133.26 133.26
Basic and Diluted EPS (Rs.) 4.73 4.73

*Exceptional items of Rs. 12 lakhs represent the estimated past service cost relating to employees post-employment defined benefits arising from the implementation of the New Labour Codes. Considering the non-recurring nature of this regulatory impact, the same has been classified as an exceptional item.

2. STATE OF COMPANY AFFAIRS & OPERATIONS

The Company is engaged in the business of manufacturing of packaging material and operates in one segment only. During the financial year 2025-26:

• Revenue from operations increased to Rs. 11,373.48 lakhs, as against Rs. 11,345.88 lakhs in the previous year.

• Profit before tax stood at Rs. 420.81 lakhs as against Rs. 424.88 lakhs in the previous year.

• Profit after tax stood at Rs. 314.95 lakhs as against Rs. 315.20 lakhs in the previous year.

• Basic and Diluted EPS remained unchanged at Rs. 4.73 per share as compared to the previous year.

The performance of the Company remained stable during the year despite challenging market conditions. The management continues to focus on operational efficiency, cost optimization, energy conservation and value-added products. The Company remains confident of sustaining its performance and achieving improved results in the coming years.

The Company has provided depreciation on property, plant and equipment in accordance with the provisions of Schedule II of the Companies Act, 2013 (the Act). The Financial Statements for the financial year 2025-26 have been prepared in compliance with the applicable provisions of Indian Accounting Standards (IND-AS), as prescribed under the Act.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company during the year under review.

4. TRANSFER TO RESERVES

The Board of Directors have not transferred any amount out of the profit for the year under review to the General Reserve.

5. DIVIDEND

The Board of Directors have recommended the final dividend of Re. 1.00/- (i.e. 50%) per equity share of Rs. 2/- each fully paid up for the financial year 2025-26. The payment of the final dividend is subject to the approval of the shareholders at the ensuing 54th Annual General Meeting (‘AGM) of the Company and shall be subject to deduction of tax at source.

6. EXPANSION

The Company has applied for allotment of land to the Government of Uttar Pradesh for setting up its second manufacturing unit. In this regard, the Company has received a Letter of Intent from the concerned authorities. The proposed project is contingent upon getting allotment of Land from the authorities.

7. CAPITAL STRUCTURE Authorised Share Capital

The authorised equity share capital of the Company as at March 31, 2026, was Rs. 2,00,00,000/- (Rupees Two Crore only) comprising of 1,00,00,000 (One Crore) equity shares of Rs. 2/- (Rupees Two) each and Preference Share Capital was Rs. 1,25,00,000/- (Rupees One Crore and Twenty-Five Lakh only) comprising of 1,25,000 (One Lakh and Twenty-Five Thousand) preference shares of Rs. 100/- (Rupees One Hundred) each i.e. total authorised share capital was Rs. 3,25,00,000/- (Rupees Three Crore and Twenty-Five Lakh only).

Paid up Share Capital

The Paid-up share capital of the Company as at March 31, 2026 stands at Rs. 1,33,19,000/- (Rupees One Crore Thirty-Three Lakh and Nineteen Thousand only), comprising 66,59,500 (Sixty-Six Lakh Fifty-Nine Thousand and Five Hundred) equity shares of Rs. 2/- (Rupees Two) each fully paid up.

During the financial year 2025-26, there was no change in the share capital of the Company.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint venture or associate Company.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL Re-appointment of Director

The Board of Directors at its meeting held on August 07, 2026, based on the recommendations of the Nomination and Remuneration Committee and outcome of performance evaluation, inter alia, approved the re-appointment of Shri Sanjay Rajgarhia (DIN: 00154167) as Managing Director of the Company for further period of three years with effect from July 01, 2027 to June 30, 2030, subject to the approval of the shareholders of the Company at its ensuing 54th AGM.

The requisite declarations and eligibility confirmations under the provisions of the Companies Act, 2013 (‘Act) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations) were received from Shri Sanjay Rajgarhia for considering his re-appointment as Managing Director of the Company.

The resolution for the re-appointment of Shri Sanjay Rajgarhia is being placed for the approval of the shareholders of the Company at its ensuing 54th AGM.

Retirement by rotation and subsequent re-appointment

In terms of Articles of Association of the Company and provisions of Section 152 and other applicable provisions, if any, of the Act, Shri Raj Gopal Sharma (DIN: 09666890), Whole time Director of the Company, is liable to be retire by rotation at the ensuing 54th AGM and being eligible, offers himself for re-appointment. Based on the recommendation of the Nomination and Remuneration Committee and outcome of performance evaluation, the Board of Directors at its Meeting held on August 07, 2026 have recommended his re-appointment as Whole time Director of the Company, liable to be retire by rotation, subject to the approval of the shareholders of the Company at the ensuing 54th AGM.

The resolution for the re-appointment of Shri Raj Gopal Sharma is being placed for the approval of the shareholders of the Company at its ensuing 54th AGM.

The required information as stipulated under Regulation 36 of the Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (‘ICSI), including the brief profile for all the aforementioned Directors proposed to be re-appointed have been disclosed in the Annexure to the Notice of the 54th AGM.

A brief profile of all the aforementioned Directors proposed to be re-appointed are also available on the Companys website at https://perfectpac.com/board-of-directors/.

Except as stated above, there was no change in the Directors or Key Managerial Personnel of the Company, during the year under review.

Declaration by Independent Directors

All the Independent Directors of the Company have given their declaration to the Company under Section 149(7) of the Act that they meet the criteria of independence as prescribed under Section 149(6) read with Schedule IV of the Act and Regulation 16(1)(b) of the Listing Regulations and are not disqualified from continuing as Independent Directors. They have registered themselves as an Independent Director in the data bank maintained with the Indian Institute of Corporate Affairs and have either qualified the online proficiency self-assessment test or are exempted from passing the test as required in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Company has also received declaration from the Independent Directors that they have complied with the code of conduct of Directors and Senior Management. Based on the disclosures received, the Board is of the opinion that, all the Independent Directors fulfill the conditions specified in the Act and Listing Regulations and are independent of the management.

Annual Performance Evaluation of the Board

The Board adopted a formal mechanism for evaluating its performance as well as of its Committees and individual Directors, including the Chairperson of the Board. The evaluation was carried out through a structured questionnaire covering various aspects of the functioning of Board and its Committees. The detailed process in which annual evaluation of the performance of the Board, its

Chairperson, its Committees and of individual Directors is disclosed in the Corporate Governance Report attached to this Report.

Meetings of the Board

During the year, four meetings of the Board of Directors were held. The details of the meetings of the Board of Directors and its Committees are provided in the Corporate Governance Report, attached to this Report.

10. DEPOSITS UNDER CHAPTER V OF THE COMPANIES ACT, 2013

The Company has neither invited nor accepted any deposits covered under Chapter V of the Act. Accordingly, no disclosure or reporting is required in respect of such deposits.

11. AUDITORS AND AUDITORS REPORT

Statutory Auditors

In terms of the provisions of Section 139 of the Act, M/s V S S A & Associates, Chartered Accountants (Firm Registration No. 012421N), were re-appointed as Companys Statutory Auditors by the shareholders at their 50th AGM held on September 15, 2022, for second term of 5 (Five) consecutive years i.e. till the conclusion of the 55th AGM of the Company, to be held in year 2027. The Auditors Report read together with Annexures referred to in the Auditors Report for the financial year ended March 31, 2026 does not contain any qualification, reservation or adverse remark.

Secretarial Auditors

In terms of the amended provisions of Regulation 24A of the Listing Regulations, the Board of Directors, based on the recommendation of the Audit Committee, appointed M/s. RSM & Co. (Peer Review Certificate No.: 7415/2025 and ICSI Firm Registration No.: P1997DE017000), as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years from the financial year 2025-26 up to financial year 2029-30. The said appointment was approved by the Members at the Fifty-third AGM of the Company. The Secretarial Audit Report (Form No. MR - 3) of the Company given by the Secretarial Auditors for the financial year ended March 31, 2026 is attached as Annexure-1 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Internal Auditors

In terms of provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, the Board of Directors of the Company, on the recommendation of the Audit Committee, re-appointed M/s Sapra Sharma & Associates LLP, Chartered Accountants (Firm Registration No. 002682N/N500038), as Internal Auditors of the Company, for the financial year 2025-26. There are no qualifications, reservations or adverse remarks in the Internal Auditors Reports.

The Board of Directors of the Company, on the recommendation made by the Audit Committee, re-appointed M/s Sapra Sharma & Associates LLP, Chartered Accountants, as the Internal Auditors of the Company for the financial year 2026-27. M/s Sapra Sharma & Associates LLP, being eligible, have consented to act as the Internal Auditors of the Company for the financial year 2026-27.

Reporting of Frauds by Auditors

None of the Auditors of the Company have identified and reported any fraud as specified under the second proviso of Section 143(12) of the Act, therefore no disclosure is required under Section 134(3)(ca) of the Act.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), with respect to Directors Responsibility Statement, it is hereby confirmed that:

• in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable Accounting Standards have been followed and there are no material departures from the same;

• 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 i.e. March 31, 2026 and of the profits of the Company for the financial year ended March 31, 2026;

• the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• the Directors have prepared the annual accounts on a ‘going concern basis;

• the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

• the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial control systems commensurate with the size of operations. The policies and procedures adopted by your Company ensures the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, adequacy and completeness of the accounting records and timely preparation of reliable financial information. The entire system is monitored by Internal Audit team of an external firm of Chartered Accountants.

The internal auditors of the Company conduct regular internal audits and the Audit Committee reviews periodically the adequacy and effectiveness of internal control systems and takes steps for corrective measures whenever required.

14. CORPORATE SOCIAL RESPONSIBILITY

The Company has in place a Corporate Social Responsibility Policy (‘CSR Policy) which outlines the Companys philosophy and responsibility and lays down the guidelines and mechanism for undertaking socially impactful programs towards welfare and sustainable development of the community around the area of its operations. The CSR Policy is disclosed on the Companys website at https://perfectpac.com/policies-and-codes/. In terms of Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, the Annual Report on Corporate Social Responsibility Activities for financial year 2025-26 is attached as Annexure-2 to this Report.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.

15. AUDIT COMMITTEE

As on date, the Audit Committee comprises Shri Manish Garg as Chairman and Shri Sanjay Rajgarhia, Shri Ravindra Nath Chaturvedi and Smt. Aradhana Saluja as Members of Committee.

All the recommendations made by the Audit Committee were accepted by the Board of Directors.

Further, details on Audit Committee are provided in the Corporate Governance Report, which forms part of this Report.

16. NOMINATION AND REMUNERATION POLICY

The Company has in place a ‘Nomination and Remuneration Policy for its Directors, Key Managerial Personnel and Senior Management/other employees, which outlines the criteria for determining qualifications, positive attributes, independence of a Director and other relevant matters. The Policy is available on the Companys website, web link for the same is https://perfectpac.com/ policies-and-codes/. The salient features of the Policy have been disclosed in the Corporate Governance Report, which forms an integral part of this Boards Report.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts, arrangements and transactions entered into by the Company with related parties during the financial year 2025-26 were in the ordinary course of business and on an arms length basis, and were duly approved by the Audit Committee. The Board of Directors has established criteria for granting omnibus approval by the Audit Committee for transactions that are repetitive in nature, in accordance with the Companys Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions (‘RPT Policy). During the year under review, the Company did not enter into any materially significant related party transactions as defined in the RPT Policy. Accordingly, disclosure of related party transactions under Section 188(1) of the Act in Form AOC-2 is not applicable. Related party disclosures have been provided in Note No. 39 to the Financial Statements, which form part of this Annual Report. The RPT Policy is available on the Companys website, web link for the same is https://perfectpac.com/policies-and-codes.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure-3 to this Report.

19. RISK MANAGEMENT

The Company has established a risk management framework to identify, evaluate and assess business risks along with their potential impact. The Board periodically reviews the risk assessment and minimization procedures to ensure that executive management addresses risks through a clearly defined mechanism. The framework is focused on creating and safeguarding stakeholder value by mitigating threats and losses, as well as identifying and leveraging opportunities.

20. PARTICULARS OF EMPLOYEES

The disclosure required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-4 to this Report.

As per the provisions of Section 136(1) of the Act, the Annual Report and the Accounts are being sent to all the members of the Company, excluding the information required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining such information may write to the Company Secretary stating their Folio No. / DPID & Client ID at complianceofficer@perfectpac.com. The said information is also available for inspection at the Registered Office during working hours up to the date of the ensuing AGM.

21. ANNUAL RETURN

In terms of Sections 92(3) read with Section 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available under the ‘Investors section of the Companys website and can be viewed at the following link: https://perfectpac.com/annual-returns/.

22. CORPORATE GOVERNANCE

The Corporate Governance is a reflection of Companys value system, encompassing our culture, policies, and relationships with our stakeholders. Aligning itself to this philosophy, the Company has placed Corporate Governance on a high priority.

A detailed Report on Corporate Governance pursuant to the requirements of Regulation 34 read with Schedule V of the Listing Regulations, is attached as Annexure-5 to this Report. A certificate from the Statutory Auditors confirming compliance with the conditions of Corporate Governance, as stipulated in Clause E of Schedule V to the Listing Regulations, is attached to the Corporate Governance Report.

The Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management for the financial year ended March 31, 2026. A certificate from the Managing Director confirming the same is attached to the Corporate Governance Report.

A certificate from the Managing Director and Chief Financial Officer confirming correctness of the financial statements, adequacy of internal control measures and other related matters, is also attached to the Corporate Governance Report.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, as stipulated under Listing Regulations, is attached as Annexure-6 to this Report.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company is committed to promoting ethical conduct in all its business activities. The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations.

The details of Vigil Mechanism (Whistle Blower Policy) adopted by the Company have been disclosed in the Corporate Governance Report, which forms an integral part of this Annual Report.

The Whistle Blower Policy has been appropriately communicated within the Company and is also available on the Companys website at https://perfectpac.com/policies-and-codes/.

25. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with all the applicable provisions of the Maternity Benefit Act, 1961. Adequate measures are in place to ensure that female employees are provided with the benefits and protections mandated under the said Act, including maternity leave, nursing breaks and other entitlements. The Company remains committed to promoting a supportive and inclusive workplace for all employees.

26. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

Pursuant to the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, Regulation 34(3) and Schedule V of the Listing Regulations, details of investments made by the Company are provided in Note 4 to the Financial Statements. The Company has not granted any loans or provided any guarantees under the said provisions during the financial year ended March 31, 2026.

27. COMPLIANCE WITH SECRETARIAL STANDARDS OF INSTITUTE OF COMPANY SECRETARIES OF INDIA

The Company has complied with the applicable Secretarial Standards on Meetings of the Board of Directors and on General Meetings issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

28. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has Zero Tolerance towards any action on the part of any employee which may fall under the ambit of ‘Sexual Harassment at workplace and is fully committed to uphold and maintain the dignity of every woman working in the Company. Hence, the Company has in place a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Further, the Company has also constituted Internal Complaints Committee in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Details of complaints received and disposed of during the financial year are as follows: (a) Number of complaints of sexual harassment received during the year: Nil (b) Number of complaints disposed of during the year: Nil (c) Number of cases pending for more than 90 days: Nil

29. OTHER STATUTORY DISCLOSURES

During the year under review:

• The Company has not

(i) issued any shares, warrants, debentures, bonds, or any other convertible or non-convertible securities

(ii) issued equity shares with differential rights as to dividend, voting or otherwise

(iii) issued any sweat equity shares to its Directors or employees

(iv) made any change in voting rights

(v) reduced its share capital or bought back shares

(vi) changed the capital structure resulting from restructuring

(vii) failed to implement any corporate action.

• The Companys securities were not suspended for trading during the year.

• The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.

• There were no significant and material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its operations in the future;

• There was no instance of any one-time settlement with any Banks or Financial Institutions.

• No application has been made under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) (‘the IBC, 2016), hence, the requirement to disclose the details of application made or any proceeding pending under the IBC, 2016 during the year along with their status as at the end of the financial year is not applicable.

• There have been no material changes and commitment, affecting the financial position of the Company which occurred after the close of the financial year 2026 till the date of this Report, other than those already mentioned in this Report, if any.

30. COST RECORDS AND AUDIT

Pursuant to section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain the cost records.

31. INVESTOR SERVICES

In its endeavor to improve investor services, your Company has taken the following initiatives:

• The Investors Section on the website of the Company www.perfectpac.com is updated regularly for information of the shareholders.

• There is a dedicated e-mail id complianceofficer@perfectpac.com for sending communications to the Company Secretary and Compliance Officer.

• Disclosure made to the Stock Exchange are promptly uploaded on the website of the Company, as per requirement of Listing Regulations for information of the Investors.

Members may lodge their requests, complaints and suggestions on this e-mail as well.

32. ACKNOWLEDGEMENTS

The Board of Directors expresses its heartfelt gratitude and appreciation to all Employees across various levels of the organization for their unwavering dedication, hard work, cooperation, and commitment throughout the year. Their continued efforts and team spirit have been instrumental in navigating challenges and achieving the Companys objectives.

The Board also extends its sincere thanks to all Stakeholders, including Valued Customers, Shareholders, Suppliers, Bankers, Business Partners, Regulators and Government Authorities, for their trust, encouragement and consistent support. Their enduring association has played a vital role in the Companys growth and continued success.

For and on behalf of the Board
Sanjay Rajgarhia
Place : New Delhi Chairman and Managing Director
Dated : August 07, 2026 DIN: 00154167

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