Your Directors take pleasure in presenting the 26th Annual report of the Company on the business
and operations of the company and the audited financial statements for the Financial Year ended as
on March 31, 2025.

1. FINANCIAL SUMMARY / PERFORMANCE OF THE COMPANY (STANDALONE &
CONSOLIDATED)

the company’s performance during the year as compared with that during the previous year is below:

2. OVERALL PERFORMANCE OF OUR COMPANY VXD STATE OF COMPANY’S
AFFAIRS

It is the Twenty Sixth (26^th) year of our Company. The Company, pursuant to its business strategies
and working environment, earned a profit after tax of Rs. 5932.22 Lakh in financial year 2024-25 in comparison to the profit after tax of Rs. 4295.90 Lakh during the Financial Year 2023-24.

3. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY AND) ITS CAPITAL STRUCTURE AND) MAJOR EVENTS

In the opinion of the Board, there have been no material changes and commitments which would
have affected the financial position of the Company, which have occurred between the end of the
financial year to which the financial statements relate and date of the report.

The major even Is during the financial year 2024-25 are as follows:

a. Increase in Authorised share capital of the Company from Rs. 4.00.00.000'- (Four Crores)
divided into 40.00.000 (Forty Lacs) Equity Shares of Rs. 10.'- (Rupees Ten) each to Rs.

24.00. 00.000/- (Rupees Twenty-Four Crores only) consisting of Equity Share Capital of Rs.

22.00. 00.000 < Rupees Twenty- Two Crores) divided into 2.20.00.000 (Two Crores Twenty Lacs)
Equity Shares of Rs. 10/- (Rupees Ten only) each, and Preference Share Capital of Rs.

2.00. 00.000 (Rupees Two Crores only) divided into 20.00.000 (Twenty Lacs) Preference Shares
of Rs. 10/- (Rupees Ten only) with effect from September 30.2024.

b. Sub-division of Authorised Share capital of the Company as Rs. 24.00.00.000 - (Rupees Twenty
Four Crores only) divided into 11.00.00.000 (Eleven Crores) equity shares of Rs. 2/- (Rupees
Two only) each and 1.00.00.000 (One Crore) preference shares of Rs. 2 - (Rupees Two only)
each with effect from September 30. 2024

c. Issue of 5,81.31.000 (Five Crores Eighty One Lakh and Thirty One Thousand only) fully paid-
up bonus equity shares of Rs. 2/- (Rupees Two only) each (‘ Bonus Equity Shares") credited as
fully paid-up to the eligible members of the Company whose names appear in the Register of
Members.' Register of Beneficial Owners, on the ‘record date’ i.e September 27. 2024. in the
ratio of 3 (Three) Bonus Equity Shares of Rs. 2 (Rupees Two each) for every 01 (one) existing
fully paid-up Equity Share of Rs. 2.'- (Rupees Two only) each held by them vide Ordinary
Resolution dated September 30, 2024.

d. Name change of the Company from Epack Polymers Private Limited to Epack Prefab
Technologies Private Limited pursuant to Certificate of Incorporation dated December 04. 2024.

e. Conversion of Company from a private to a Public Limited Company pursuant to Certificate of
Incorporation dated December 11. 2024 and consequent change m name and alteration of
Memorandum of Association. Further, the company also adopted new set of articles in order to
comply with the relevant applicable laws.

f. During the year, your Company has introduced employee recognition scheme EPACK Prefab
Employee Stock Option Scheme 2024 (“ESOP SCHEME"). The members of your Company, at
the Extra Ordinary General Meeting held on December 18. 2024. approved “ESOP SCHEME”
for the present and/or future permanent employees of your Company and its subsidiary
Companies or associate Companies.

g. Issuance and allotment of 7.065.217 Compulsorily Convertible Preference Shares (CCPS> in
aggregate to South Asia Growth Fund III Holdings LLC and South Asia EBT Trust III vide
Special resolution and Board resolution dated December 19. 2024 and December 20. 2024
respectively which may be converted to a maximum of 10.743.792 Equity Shares, prior to filing
of the Red Herring Prospectus with the ROC.

h. Filing of Draft Red Herring Prospectus with the intention to get listed on National Stock
Exchange and Bombay Stock Exchange through Mam Board IPO vide In-principle application
dated January 21, 2025.

4. CHANGE IN .NATURE OF BUSINESS

There is no change in the nature of business of the company during the Financial Year 2024-25.

5. DIVIDEND

1'he Board of Directors have not recommended any dividend for the Financial Year 2024-25.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND RESERVES

Since there was no unpaid unclaimed Dividend declared or paid by the Company, therefore,
provisions of Section 125 of the Companies Act. 2013 does not apply.

7. TRANSFER TO RESERVES

The provision of the Companies Act. 2013 does not mandate any transfer of profits to General
Reserve. Hence. Company has not transferred any amount to general reserve out of the profits of the
year.

8. DEPOSITS

During the year under review, our Company has not accepted any deposits under section 73 of the
act and rules thereunder and no amount of principal or interest was outstanding as at the end of
financial year 2023-24. There were no unclaimed or unpaid deposits lying with your Company. Hence
Reporting of any non-compliance with the requirement of chapter- V of the act "Acceptance of
Deposit by Companies” is not applicable on your company.

9. SHARE CAPITAL

There is no change in the share capital of the Company during the financial year except as mentioned
below.

a. Increase in Authorised share capital of the Company from Rs. 4.00,00.000/- (Four Crores)
divided into 40.00.000 (Forty Lacs) Equity Shines of Rs. 10 - (Rupees Ten) each to Rs.

24.00. 00.000 - (Rupees Twenty-Four Crores only) consisting of Equity Share Capital of Rs.

22.00. 00.000 (Rupees Twenty-Two Crores) divided into 2.20.00.000 (Two Crores Twenty Lacs)
Equity Shares of Rs. 10/- (Rupees Ten only) each, and Preference Share Capital of Rs.

2.00. 00.000 (Rupees Two Crores only) divided into 20.00.000 (Twenty Lacs) Preference Shares
of Rs. 10/- (Rupees Ten only) with effect from September 30. 2024.

b. Sub-division of Authorised Share capital of the Company as Rs. 24.00.00.000 - (Rupees Twenty
Four Crores only) divided into 11,00.00.000 (Eleven Crores) equity' shares of Rs. 2/- (Rupees
Two only! each and 1.00.00.000 (One Crore) preference shares of Rs. 2/- (Rupees Two only)
each with effect from September 30. 2024

c. Issue of 5.S 1.31.000 (Five Crores Eighty One Lakh and Thirty One Thousand only ) fully paid-
up bonus equity shares of Rs. 2 - (Rupees Two only) each (“Bonus Equity Shares”) credited as
fully paid-up to the eligible members of the Company whose names appear in the Register of
Members Register of Beneficial Owners, on the ‘record date’ i.e September 27. 2024. in the
ratio of 3 (Three) Bonus Equity Shares of Rs. 2 (Rupees Two each) for every 01 (one) existing
fully paid-up Equity Share of Rs. 2/- (Rupees Two only) each held by them vide Ordinary
Resolution dated September 30. 2024.

10.DIRECTORS AND KEY MANAGEMENT PERSONNEL

ÝAPPOINTED OR HAVE RESIGNED DURING THE YEAR

During the Year under review. Laxmi Pat Bothra. Pradeep Pradhan and Devaki Nand an Pareek have
resigned from the Directorship of the Company w.e.f. October 28. 2024

During the year under review. Nikita Singh was appointed as Company Secretary of the Company
on October 14. 2024 and Rahul Agarwal was appointed as Chief Financial Officer of the Company
w.e.f. November 11.2024

During the year under review, Mr. Bajrang Bothra was re-designated as Chairman of the Company
w.e.f. December 04. 2024. Kikhil Bothra. Director was re-designated as Whole-time Director w.e.f.
December 04. 2024 and Sanjay Singhania. Director was re-designated as Managing Director and
Chief Executive Officer of the Company w.e.f. December 04, 2024.

During the year under review. Ms. Manorama Nagarajan. Mr. Manuj Agarwal. Mr. Bipin Garg. Mr.
Ram Grovher. Mr. Dharam Chand Jam was appointed as a Non-Executive Independent Director and
Mr. Krishnan Ganesan was appointed as a Non-Executive Nominee Director in Extra-Ordinary
General Meeting held on December 20. 2024.

The Board of Directors as on the date of signing of this report is as follows:

Directors at present:

11. BOARD MEETINGS

The agenda and Notice for the Meetings are prepared and circulated in advance to the Directors. The
Board of Directors of the Company met 23 (Twenty-Three) times during the Financial Year and the
gap between two meetings of the Board does not exceed 120 days as prescribed in the Companies
Act, 2013 (herein alter "the Act”).

Further, the meeting of Independent Director was held on

Details of Board Meetings of our Company held during the year under reviews are as follows:

A. ATTENDANCE OF DIRECTORS

B. COMMITTEES OF BOARD)

Audit Committer Meeting

The composition of Audit Committee as on March 31,2025 are as follows:

Nomination and Remuneration Committee

The composition ofNomination and Remuneration as on March 31. 2025 are as follows:

Stakeholder’s Relationship Committee

The composition of Stakeholder’s Relationship Committee as on March 31. 2025 are as follows:

Risk Management KSC and Safety Committee

The Composition of' Risk Management ESG and Safety Committee as on March 31, 2025 are as
follows:

Corporate Social Responsibility Committee

The Composition of Corporate Social Responsibility Committee as on March 31, 2025 are as
follows:

IPO Committee

Further, during the year, the Board had constituted IPO Committee a non- Statutory Committees for
specific purpose. The IPO Committee of the Board was constituted to carryout and complete various
legal, statutory and procedural compliances in relation to the IPO of the Company.

12. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI listing Regulations, your Company has put in place
a familiarization programme for the Independent Directors to familiarize them with their roles, rights
and responsibility as Directors, working of the Company, nature of the industry in which the
Company operates, business model etc.

13. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to Schedule IV to the Act and SEBI Listing Regulations One < 1 > meetings of Independent
Directors were held during the year i.e. on March 31. 2025 without the attendance of Non-
Independent Directors.

14. CORPORATE SOCIAL RESPONSIBILITY (“CSR"!

As the Company has a CSR Policy incorporated and the requirement of disclosures as per Rule 9 of
Companies (Corporate Social Responsibility Policy) Rules. 2014 are applicable on the Company.

The Board of Directors contributed to various organizations which are registered at Ministry of
Corporate Affairs by filing CSR-1. for the purpose of the CSR projects and the expenditures were
made as per the budget approved by the Board.

The annual report on our CSR projects/activities is annexed as “Annexure B" forming pari of this
repot.

15. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186
OF THE COMPANIES ACT. 2013

Particulars of loans, guarantees given and investments made during the year in accordance with
Section 186 of the Companies Act. 2013 forms pan of the notes to the financial statements. All the
loans, guarantees & securities are given, and investments are made for the business purpose.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS

There has been no significant and material order passed by any regulator, courts or tribunals
impacting the going concern status and operations of your Company in future.

17. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINA.NCLVL
STATEMENTS

The Company has established an internal control system, commensurate with the size, nature, scale
and complexity of its operations. This ensures that all assets are safeguarded and protected against
loss faun unauthorised use or disposition and all financial transactions are authorised, recorded and
reported correctly.

18. HOLDING. SUBSIDIARIES. JOINT VENTURES. ASSOCIATE COMPANIES

The Company does not have any Holding Company.

The Company has following wholly owned Subsidiary Associate Companies during the Financial
Year:

Currently, our Company holds 9.09 % Equity shares of EPACK Petrochem Solutions Private Limited
and it has only one Wholly owned subsidiary i.c. EPACK Prefab Solutions Private Limited.

Statement containing detailed features of the financial statement of wholly owned Subsidiary in AOC-
I is annexed herewith as AnnexureA.

The Company does not have any associate company and Joint Venture.

19. LITIGATION

No material litigation was outstanding as on March 31.2025.

20. RELATED PARTY TRANSACTIONS

During the year, the Company entered into related party transactions which are in the ordinary course
of business and are on arm's length basis, there four. disclosure in form AOC-2 is not applicable on
the Company.

For details on Related Party Transactions, you may refer Note no. 42 to Financial statements forming
part of the Annual Report.

21. AUDITORS & AUDITORS' REPORT

1.1. Statutory Auditors and Auditors’ Report

M/s Talati & Talati LLP. Chartered Accountants (FRN NO. 110758W) are the Statutory
Auditors of the Company, till the conclusion of the 29^th (Twenty-Ninth) Annual General
Meeting (AGM) at a remuneration to be determined by the Board of Directors of the Company.

The Notes to the Financial Statements referred in the Auditor's Report is self-explanatory' and
therefore does not call for any comments under section 134 of the Companies Act 2013. The
Auditor's Report is enclosed with financial statements in this .Annual Report.

It is to be noted that although the Auditors have not qualified the report but in the Consolidated
Financial Statements for the financial year 2024-25 they have included a • Matter of Emphasis'
paragraph drawing attention to the financial statements, which relates to the Company’s
Subsidiary (F.pack Prefab Solutions Private Limited) wherein the net worth is fully eroded and
has negative net worth of Rs 70.67 Lakhs However, the financial statement of subsidiary is
prepared on a going concern basis given there is no business conducted therein.

The Board, having reviewed the relevant note and the underlying facts and explanations,
concurs that the disclosure is adequate and the matter does not affect the audit opinion or the
true and fair presentation of the financial statements.

1.2. Internal Auditors and Internal Auditors' report

M/s Singh & Co., Chartered Accountants, (having FRN No. 302049E) are the Internal
Auditors of the Company at a remuneration as determined by the Board of Directors of the
Company.

1.3. Cost Auditors & Cost Audit Report

The Board of Directors has appointed M/s. Cheena and Associates. Cost Accountants (Firm
Registration Number 000397) as the Cost Auditors of the Company for the Financial Year 2023-
24 under section 148 of the Companies Act 2013 M s. Cheena and Associates have confirmed
that then appointment is within the limits of section 141(3) (g) of the Companies Act 2013 and
have also certified that they are free from any disqualifications specified under section 141(3)
and proviso to section 148(3) read with section 141(4) of the Companies Act 2013.

The Board has also received Consent from the Cost Auditors. As per the provisions of the
Companies Act 2013 the remuneration payable to the Cost Auditor is required to be placed before
the Members in a General Meeting for their ratification. Accordingly, a Resolution seeking
Members’ ratification for the remuneration payable to M/s. Cheena and Associates. Cost
Accountants. Cost Auditors is included in the Notice convening the Annual General Meeting.

Cost Records

As per Section 148 of the Companies Act 2013 read with the Companies (Cost Records and
Audit) Rules 2014 our Company is required to maintain cost records and accordingly such
accounts and records are maintained.

Cost Auditors’ Report

There has been no qualification, reservation or adverse remarks made by the Auditor in their
report for the financial year ended 31'¹ March. 2025.

1.4. Secretarial Auditor & Its Report

Pursuant to Section 204 of the Act. read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules. 2014. the Board of Directors had appointed shirin Bhatt and
Associates. Company Secretaries, as Secretarial Auditors for the financial year ended March 31.
2025.

The Secretarial Auditor has subnutted their report, confirming, inter-alia. compliance by the
Company of all the provisions of applicable corporate laws and does not contain any
qualification, reservation, disclaimer or adverse remark. The Secretarial Audit Report is annexed
as Annexure E of this Report.

22. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Section 129 of the Companies Act, 2013 (the "Act”) and applicable rules, if
any and Generally Accepted Account mg Principles (GAAP) on Consolidated Financial Statements
has been followed while preparing the Consolidated Financial Statements of the Company for the
Financial Year 2024-25.

23. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION FOREIGN EXCHANGE.
EARNINGS AND OUTFLOW

The information required under Section 134 (3)(m) of the Companies Act. 2013 rend with Rule 8(3)
of Companies (Accounts) Rules. 2014. is appended hereto as “Annexure C" and forms part of this
Report.

24. ANNUAL RETURN

The Annual Return of your Company for the FY 2024-25 shall be placed on the website at
https:/ www.epackprefab.com.

25. RISK MANAGEMENT POLICY

Risk management is embedded in the Company's operating framework. The Company believes that
managing risks goes hand-in-hand with maximizing returns. To this effect, there is a robust process
in place to identity key risks across the group and priorities relevant action plans to mitigate these
risks.

Risk Management framework is reviewed periodically by the Board, which includes discussing the
management submissions on risks, prioritizing key risks and approving action plans to mitigate such
risks.

the Company has a duly approved Risk Management Policy. The objective of this policy is to have
a well-defined approach to risk. The policy lays down broad guidelines lor the appropriate authority
so as to enable it to do timely identification, assessment, and prioritization of risks affecting the
Company in the short and foreseeable future. The policy suggests framing an appropriate response
action for the key risks identified, so as to make sure that risk are adequately compensated or
mitigated. There is no element of risk, which may threaten the existence of the Company.

The internal audit function is responsible to assist the Board of Directors on an independent basis
with a full status of the risk assessments and management.

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

Your Company has always believed in providing a safe and harassment free workplace for every
women employee working with our Company Your Company always endeavors to create an
environment that is free from discrimination and harassment including sexual Harassment.

The Company has zero tolerance for sexual harassment at workplace and. therefore, has in place a
policy’ on prevention of sexual harassment at workplace. The said policy is in line with the provisions
of the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act. 2013
and the Rules thereunder.

The policy aims at prevention of harassment of women employees’ contractors and lays down the
guidelines for identification, reporting and prevention of sexual harassment. The Company has
complied with the provisions relating to the constitution of the Internal Complaints Committee (ICC)
and (he same has been duly constituted in compliance with the Sexual Harassment of Women at
workplace (Prevention. Prohibition and Redressal) Act 2013. The said Committee is responsible for
redressal of complaints related to sexual harassment and follows the guidelines provided in the policy

The following is a summary of sexual liarassment complaints received and disposed of during the
year

• No. of complaints received: 0

• No. of complaints disposed of: NA

• No. of complaints pending: 0

27. VIGIL- MECHANISM POLICY

Pursuant to the provision of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings
of Board and its Powers) Rules. 2014. the Company has formulated Vigil Mechanism Policy for all
the employees of the Company. Directors and stakeholders of the Company to report, serious and
genuine unethical behaviour, actual or suspected fraud and violation of the Company’s code of
conduct or ethics policy. It also provides adequate safeguards against victimisation of persons.

The main objective of this policy is to provide a platform to all the employees of the Company.
Directors and stakeholders to raise concerns regarding any irregularity, misconduct or unethical
matters / dealings within the Company which have a negative bearing on the organisation either
financially or otherwise.

28. REPORTING OF FRAUD)

There have been no instances of fraud reported by the Statutory Auditors or Internal Auditor under
I43( 12) of the Companies Act. 2013 and Rules framed thereunder either to the Board of Directors or
to the Central Government

29. PARTICULARS OF EMPLOYEES AND) MANAGERIAL REMUNERATION

The particulars of employees as required to be given under Section 197(12) of the Companies Act.
2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules. 2014 is not applicable on the Company.

30. RISK MANAGEMENT AND COMPLIANCE

Key business risks and their mitigation are considered as a pan of the annual, strategic business plans
and reviewed regularly by the Management.

The Company has put in place a defined framework and state-of-the-art enterprise resource planning
(ERP) system to record data for accounting and management information purposes and for efficient
exchange of information.

31. DECLARATION BY INDEPENDENT DIRECTOR

Pursuant to Section 149(7) of the Act. the Company has received declarations from all Independent
Directors confirming that they meet the criteria of independence as specified in Section 149(6) of the
Act, as amended, read with Rules framed thereunder.

In the opinion of the Board, there has been no change in the circumstances which may affect then-
status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise,
and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules
thereunder) of both the Independent Directors on the Board. Further, in terms of Section 150 read
with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules. 2014. as amended
from tune to time. Independent Directors of the Company have included their names in the data bank
of hide pendent Directors maintained with the Indian Institute of Corporate Affairs.

32. DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013. your directors hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made
judgements 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;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

o) the directors had devised proper systems to ensure compliance with the provisions of all applicable
law's and that such systems were adequate and operating effectively.

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

33. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company is not required to make any disclosure or reporting as there were no application made
or proceeding pending under Insolvency and Bankruptcy Code, 2016.

34. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND
FINANCIAL INSTITUTIONS

During the Financial Year 2024-25. no event has taken place that give rise to reporting of details
w.r.L difference between amount of the valuation done at the time of one-time settlement and the
valuation done while taking loan from the Banks or Financial Institutions. Hence the above-
mentioned provision of the act was not applicable to the Company-

35. COMPETENCE OF APPLICABLE SECRETARIAL STANDARD

During the reporting financial year, the Company has duly complied with all the applicable
Secretarial standards issued by the Institute of Company Secretaries of India.

36. ACKNOWLEDGEMENTS

We the Directors wish to express our sincere thanks to bankers, business associated, consultants and
various government authorities for their continued support extended to your company’s activities
during the year under review. We as Directors also acknowledges gratefully the shareholder for their
support and confidence reposed on the Company.

For and on behalf of Board of Directors
Epack Prefab Technologies Limited

Nikhil Bothra

DIN: 10162778

Managing Director & CEO Whole Tune Director

D-144. Sector-47. Gautam Buddha B-l 16. Sector 40. Gautam

Nagar. Noida. Buddha Nagar. Noida.

Uttar Pradesh-201301 Uttar Pradesh-201301

Date: 7th July. 2025
Place: Greater Noida