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EPACK Durables Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 3265.03 Cr. P/BV 3.58 Book Value (Rs.) 94.70
52 Week High/Low (Rs.) 670/316 FV/ML 10/1 P/E(X) 59.21
Bookclosure 06/09/2024 EPS (Rs.) 5.73 Div Yield (%) 0.00
Year End :2025-03 

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 Company's 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 Company's financial performance is as under:

Particulars

Standalone

For the Financial Year ended

Consolidated

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
Costs, Exceptional items and Tax Expenses

17,882.37

12,510.04

17,873.58

12,510.04

Less: Depreciation/
Amortization/ Impairment

4,739.27

3,547.95

4,739.27

3,547.95

Profit/ (Loss) before Finance costs,
Exceptional Items and Tax expenses

13,143.10

8,962.09

13,134.31

8,962.09

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

Earnings Per Equity Share (In ')

5,793.13

3,626.19

5,484.49

3,516.29

Basic

6.07

4.48

5.75

4.35

Diluted

6.07

4.48

5.75

4.35

2. Overview and State of Company's 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 Company's 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 company's 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 year's '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
Company's 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 Company's 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 Company's stake in Epavo's
Electricals Private Limited's ("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").

. 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".

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 Company's 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 Company's 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 Company's wholly owned subsidiary,
EPACK Components Private Limited ("ECPL") had
been merged with the company vide order of The
Hon'ble 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 Company's wholly owned subsidiary,
EPACK Components Private Limited ("ECPL")
had been merged with the company vide order
of The Hon'ble 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 Company's stake in Epavo's
Electricals Private Limited's ("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.

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
Company's 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 Company's 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 Company's 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 Company's
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
Company's 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 arm's 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 Board's 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 Board's 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

I n 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
Company's 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
Company's 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 Company's 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 Company's
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 Company's
growth and efficiency.

25. Significant and material orders passed
by the Regulators or Courts or Tribunals
impacting the going concern status and
Company's 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 Company's website.
It can be accessed at:
https://epackdurable.com/

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
Director to Non¬
Executive Director

Mr. Nikhil Mohta

Non-Executive Nominee Director

February 06, 2025

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 Company's
Code 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
Independent 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
Company's 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 Company's 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 Director's 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 & Auditor's 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

I n 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 Company's 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 Company's 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

The Company is committed to ensuring the well-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
Women's 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 Company's
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. Director's 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 Company's 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 Company's 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. i n 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 Company's 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


 
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