Perfectpac Ltd Directors Report

Dear Members,

The Board of Directors are pleased to present the 53rd (Fifty-third) Annual Report of the Company, together with the Audited Financial Statements for the financial year ended March 31, 2025.

1. FINANCIAL RESULTS

The Companys financial performance for the financial year ended March 31, 2025 is summarised below: - (Rs. in lakhs)

Particulars	2024-25	2023-24
Revenue from Operations	11,345.88	10,112.06
Other Income	20.47	38.25
Total Revenue	11,366.35	10,150.31
Total Expenses	10,941.47	9,626.37
Profit Before Tax	424.88	523.94
Less: Tax Expense (including deferred tax)	109.68	125.81
Profit After Tax	315.20	398.13
Other Comprehensive Income	1.80	1.92
Total Comprehensive Income	317.00	400.05
Paid up Equity Share Capital (Face Value of Rs. 2/- per Share)	133.26	133.26
Basic and Diluted EPS (Rs.)	4.73	5.98

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 2024-25: -

• Revenue from operations increased to Rs. 11,345.88 lakhs, as against Rs. 10,112.06 lakhs in the previous year, which is an increase of 12.20%.

• Profit before tax decreased to Rs. 424.88 lakhs, as against a profit of Rs. 523.94 lakhs in the previous year, which is a decrease of 18.91%.

• Profit after tax decreased to Rs. 315.20 lakhs, as against a profit of Rs. 398.13 lakhs in the previous year, which is a decrease of 20.83%.

• Basic and diluted EPS decreased to Rs. 4.73 as against, Rs. 5.98 in the previous year, which is a decrease of 20.90%.

The Company has made significant investment in upgradation of its infrastructure during the year and is confident of improved working results in the current year.

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 2024-25 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 your Company during the year under review.

4. TRANSFER TO RESERVES

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

5. DIVIDEND

Your Directors are pleased to recommend a final dividend of Re. 1.00/- (i.e. 50%) per equity share of Rs. 2/- each fully paid up. The payment of the final dividend is subject to the approval of the shareholders at the forthcoming Annual General Meeting (‘AGM) of the Company and shall be subject to deduction of tax at source.

6. CAPITAL STRUCTURE Authorised Share Capital

The Authorised Equity Share Capital of the Company as at March 31, 2025, 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, 2025 stands at Rs. 1,33,19,000/- (Rupees One Crore Thirty-Three Lakh and Nineteen Thousand only) comprising of 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 2024-25, there was no change in the share capital of the Company.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment

The Board of Directors at their meeting held on August 04, 2025, based on the recommendations of the Nomination and Remuneration Committee, approved the appointment of Smt. Aradhana Saluja (DIN:07484577) as an Additional Director in the category of Non-Executive Independent Director of the Company for a period of five consecutive years effective from August 04, 2025 upto August 03, 2030, subject to the approval of the shareholders of the Company at its ensuing AGM.

In terms of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014, in the opinion of the Board, Smt. Aradhana Saluja, appointment as Independent Director possesses requisite qualification, experience, integrity, expertise and relevant proficiency which will add tremendous value to the Board in exercising her role effectively. The requisite declarations and eligibility confirmations under the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations) were received from Smt. Aradhana Saluja for considering her appointment as Independent Director.

Re-appointment of Director

Shri Raj Gopal Sharma, Whole time Director of the Company completed his term as Whole time Director on July 11, 2025. Pursuant to the provisions of Companies Act, 2013, Articles of Association of the Company and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on May 09, 2025 approved the re-appointment of Shri Raj Gopal Sharma as Whole time Director for a further period of three years w.e.f. July 12, 2025 to July 11, 2028, subject to the approval of the members of the Company by way of Ordinary Resolution at the 53rd AGM.

Retirement by rotation and subsequent re-appointment

In terms of Articles of Association of the Company and provisions of the Act, Shri Ajay Rajgarhia (DIN: 01065833), Non-Executive Director of the Company, is liable to be retire by rotation at the ensuing AGM and being eligible, offered himself for re-appointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends his re-appointment for consideration by the shareholders of the Company at the ensuing AGM as Non-Executive Director of the Company, liable to be retire by rotation.

Brief profile of Directors to be appointed or re-appointed with other details as stipulated in Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings issued by ICSI, are provided in the Notice convening the 53rd AGM.

A brief profile of all Directors is 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) of the Act read with 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.

9. 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.

10. 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, 2025 does not contain any qualification, reservation or adverse remark.

Secretarial Auditors

In terms of provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company, on recommendation of Audit Committee, had appointed M/s. RSM & Co. (Peer Review Certificate No.: 978/2020 and ICSI Firm Registration No.: P1997DE017000), Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report is attached as Annexure-1 to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Pursuant to the amended provisions of Regulation 24A of the Listing Regulations and Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company, on recommendation of the Audit Committee, had approved and recommended the re-appointment of M/s. RSM & Co. (Peer Review Certificate No.: 978/2020 and ICSI Firm Registration No.: P1997DE017000), Company Secretaries as the Secretarial Auditors of the Company for initial term of 5 (Five) consecutive years from the financial year 2025-26 upto financial year 2029-30, subject to the approval of the Members at ensuing AGM.

Brief profile and other details of M/s. RSM & Co., Company Secretaries, are disclosed in the AGM Notice approved by the Board. They have given their consent to act as Secretarial Auditors of the Company and have confirmed their eligibility for the appointment.

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 2024-25. 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 2025-26. M/s Sapra Sharma & Associates LLP, being eligible, have consented to act as the Internal Auditors of the Company for the financial year 2025-26.

Reporting of Frauds by Auditors

None of the Auditors of the Company has 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.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 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, 2025, 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, 2025 and of the profit of the Company for the financial year ended March 31, 2025; • 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.

12. INTERNAL FINANCIAL CONTROLS

Your 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.

13. 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 2024-25 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.

14. AUDIT COMMITTEE

As on date, the Audit Committee comprises Shri Manish Garg as Chairman and Shri Sanjay Rajgarhia, Shri Ravindra Nath Chaturvedi and Smt. Ruchi Vij 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 attached to this Report.

15. 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.

16. 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 2024-25 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. 38 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.

17. 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.

18. 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.

19. 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 at the Registered Office. The said information is also available for inspection at the Registered Office during working hours up to the date of the ensuing AGM.

20. ANNUAL RETURN

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

21. 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, 2025. 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.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

23. 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.

24. 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.

25. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

During the financial year 2024-25, the Company has not given loans, guarantees and investments as per Section 186 of the Act.

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

The Company has complied with the Secretarial Standard-1 on ‘Meetings of the Board of Directors and Secretarial Standard-2 on ‘General Meetings as issued by the ICSI.

27. 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 & 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

28. 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 2025 till the date of this Report, other than those already mentioned in this Report.

29. 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.

30. 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.

31. 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 04, 2025	DIN: 00154167