Directors Report of EPACK Durables Ltd.

Mar 31, 2025

The Board of Directors of your Company takes immense pleasure to present the 6^th (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 5^th 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

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 nonÂ¬
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 NonÂ¬ 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.

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:

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

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

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

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

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

â¢ 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.

â¢ 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.

â¢ 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:

â¢ Secretarial Standard-1 (SS-1) on Meetings of the
Board of Directors

â¢ 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

Mar 31, 2024

Your Directors take immense pleasure in presenting the 5^th Annual Report on the business and operations of your Company along with the Audited Standalone & Consolidated Financial Statements for the Financial Year ended March 31, 2024. The consolidated performance of the Company has been referred to wherever required. This being the first report after the Initial Public Offer ("IPO") and listing of the equity shares on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") (BSE and NSE hereinafter collectively referred as "Stock Exchanges"), the Board welcomes all the public shareholders and look forward to your faith and support in times to come.

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

The Company''s financial results are as under:

	Standalone For the Financial Year Ended		Consolidated For the Financial Year Ended
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Revenue from Operations	141,955.82	153,883.15	141,955.82	153,883.15
Other Income	894.75	142.12	894.75	142.12
Total Income	142,850.57	154,025.27	142,850.57	154,025.27
Profit/ (Loss) before depreciation, Finance Costs, Exceptional items and Tax Expenses	12,510.04	10,394.54	12,510.04	10,394.54
Less: Depreciation/ Amortization/ Impairment	3,547.95	2,607.72	3,547.95	2,607.72
Profit/ (Loss) before Finance costs, Exceptional Items and Tax expenses	8,962.09	7,786.82	8,962.09	7,786.82
Less: Finance costs	3,894.87	3,145.99	3,894.87	3,145.99
Profit/ (Loss) before Exceptional Items and Tax Expenses	5,067.22	4,640.83	5,067.22	4,640.83
Profit/ (Loss) of Associate	-	-	(147.25)	(81.15)
Add/ (Less): Exceptional items	-	(154.95)	-	(154.95)
Profit Before Tax (PBT)	5,067.22	4,485.88	4,919.97	4,404.73
Less: Taxes (Current & Deferred)	1,419.69	1,227.91	1,382.63	1,207.49
Profit After Tax (PAT)	3,647.53	3,257.97	3,537.34	3,197.24
Profit/ Loss for the year	3,647.53	3,257.97	3,537.34	3,197.24
Total Comprehensive Income/ Loss	3,626.19	3,236.29	3,516.29	3,175.32
Earnings Per Equity Share (In '')
Basic	4.48	4.80	4.35	4.71
Diluted	4.48	4.72	4.35	4.64

2. Overview and State of Company''s Affairs Company Overview

Your Company''s journey began in 2003 as an Original Equipment Manufacturer (OEM) for Room Air Conditioner (RAC) brands, and through focus on innovation and operational efficiency, your Company has evolved into a trusted Original Design Manufacturer (ODM) partner. Today, your Company stands as the second-largest RAC original design manufacturer in India.

The Company pride itself on its customer-centric approach, continuously striving to innovate and enhance its operational efficiency. The comprehensive product portfolio of the Company includes complete RACs, ranging from window air conditioners to split air conditioners, and it has diversified into the small domestic appliances (SDA) market with products like induction cooktops, mixer-grinders, and water dispensers. During the fourth quarter of Financial Year 2024, your Company has also started Large Domestic Appliances (LDA) segment and introduced manufacturing of Air coolers.

In addition to extensive product offerings, your Company manufacture various components such as sheet metal, injection moulded parts, cross-flow fans, and PCBA components, which are critical to manufacturing process. This backward integration allows your Company to maintain high standards of quality and cost efficiency.

The manufacturing facilities of your Company are strategically located in Dehradun, Uttarakhand, Bhiwadi, Rajasthan, and Sri City, Andhra Pradesh, providing it with significant capacity to meet market demands. Your Company support its manufacturing prowess with dedicated R&D centers in Noida, Bhiwadi, Dehradun and Sri City, equipped with advanced testing and development equipment to foster continuous innovation.

Operation Highlights

Your company has improved its EBITDA margins from 6.66% in FY23 to 8.18% in FY24 by implementing internal strategies to enhance operational efficiencies. Additionally, working capital days were significantly reduced from 91 days in FY23 to 45 days in FY24 through better accounts payable and collection strategies. Your company''s debt-to-equity ratio also improved from 1.58x in FY23 to 0.37x in FY24. Your 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-coolers was introduced in the fourth quarter of FY24.

Financial Highlights

In Fiscal Year 2024, your Company achieved an operating income of ''1,419.6 crores, reflecting a 7.7% decrease compared to the previous fiscal year. Despite the decline in revenue, your company''s operating EBITDA increased by 13.3% year-on-year to ''116.2 crores, resulting in an improved EBITDA margin of 8.18%, up by 152 basis points. The net profit for the year stood at '' 35.4 crores, marking a 10.6% increase from the previous year, with PAT margins rising to 2.49%. The diluted earnings per share (EPS) for FY24 was ''4.35, slightly lower than the previous year''s '' 4.64.

3. Dividend

The Dividend Distribution Policy containing

all the necessary details as required by the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations") is available on the website of your Company at https://epackdurable.com/code-and-policies/

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

Your Company has not recommended any Dividend for the Financial Year 2023-24.

4. Transfer to Reserves

Details with regard to amount transferred to reserves are provided in the Notes to Financial Statements forming part of this Annual Report.

5. Revision of Financial Statements

There was no revision in the Financial Statements during the year under review. However, for the purpose of IPO, the Company had restated the Financial Statements of preceding 3 (Three) Financial Years pursuant to the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations").

6. Material Events

a. Conversion from Private Limited to Public Limited

Considering the expansion plans and IPO of the Company, the Board, at its meeting held on June 12, 2023 approved to convert your Company from Private Limited Company to Public Limited Company. Thereafter, your Company has been converted into a Public Limited Company pursuant to a resolution passed by the Shareholders of the Company at the Extra Ordinary General Meeting held on June 13, 2023 and a fresh certificate of incorporation consequent upon conversion from a Private Limited Company to a Public Limited Company was issued by the Registrar of Companies (ROC) on June 28, 2023 in the name of "EPACK Durable Limited".

b. Initial Public Offering ("IPO") and Listing on Main Board- BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE")

In order to unlock further potential and unleash greater value creation for all stakeholders, your Company came up with IPO of its equity shares. The equity shares of your Company got listed on Stock Exchanges with effect from January 30, 2024.

The IPO, comprising of Fresh Issue and Offer for Sale ("OFS") by selling shareholders, was open for subscription from January 19, 2024 to January 24, 2024. The IPO was made through the Book Building Process in terms of Regulation 6(1) and Regulation 31 of SEBI ICDR Regulations

and Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 ("SCRR"). The IPO comprised of 27,828,351 equity shares for cash at a price of '' 230 per equity share (including a security premium of '' 220 per equity share) aggregating to '' 6,400.53 million comprising a Fresh Issue of up to 17,391,304 equity shares aggregating to '' 4,000.00 million by your Company and an Offer for Sale of up to 10,437,047 equity shares aggregating to '' 2,400.53 million by the Selling Shareholders.

Your Company completed its IPO successfully with participation of several leading domestic and global institutional investors as well as NRIs, HNIs and retail investors. Your Board is gratified and humbled by the faith shown in the Company by investors. Your Board also places on record its appreciation for the support provided by various authorities, Book Running Lead Managers, Stock Exchanges, Depositories, Counsels, Consultants, Auditors and employees of the Company for making the IPO of the Company a grand success.

Your Company received listing and trading approvals from BSE and NSE on January 29, 2024.

c. Amalgamation of EPACK Components Private Limited- Wholly Owned Subsidiary into the Company

After the end of the Financial Year under review, the Hon''ble National Company Law Tribunal ("NCLT"), Allahabad Bench vide order dated May 02, 2024 had approved the merger of EPACK Components Private Limited ("ECPL"/ "Transferor Company"), Company''s wholly-owned Subsidiary, into EPACK Durable Limited ("the Company"/ "Transferee Company") as per the Scheme of Amalgamation ("Scheme") under Section 230-232 of the Companies Act, 2013 ("the Act") read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions. The Company had received the certified copy of the said order on May 07, 2024.

The Scheme became effective from last of the date on which the certified copies of the order sanctioning the scheme were filed with the Registrar of Companies, Kanpur. Keeping in view the aforesaid order and the Scheme, the Company had filed necessary forms and documents with the Registrar of Companies and other relevant authorities for giving effect to the said amalgamation scheme on May 17, 2024.

Considering the aforesaid amalgamation, the Financial Statements of the Company for the period ended March 31, 2024 are adopted considering the said amalgamation, as the appointed date of the scheme is April 01, 2022 ("Appointed Date"), from which date the entire business undertaking of ECPL, inter alia, properties, assets (both immovable and movable), investment, which are capable of being transferred by actual and/or constructive delivery of possession, contracts, employees, clearances received from approving authorities and liabilities stood transferred to your Company.

7. Share Capital Structure

a. Status of Shares

The equity shares of the Company were listed on the Stock Exchanges on January 30, 2024 and from such date the equity shares of your Company are compulsorily tradable in electronic form. As on March 31, 2024 and as on the date of this report, entire (i.e. 100%) paid up share capital representing 9,57,98,691 equity shares are in dematerialized form.

b. Authorised Share Capital pursuant to Shareholders'' approval dated June 13, 2023

Your Company, at the Extra-Ordinary General Meeting held on June 13, 2023, increased the authorized share capital from '' 101,10,00,000/-(Rupees One Hundred One Crore Ten Lakh only) consisting of 7,00,00,000 (Seven Crore) equity shares of '' 10/- (Rupees Ten only) each,

2.00. 00.000 (Two Crore) preference shares of

'' 10/- (Rupees Ten only) each and 1,11,00,000 (One Crore Eleven Lakh) Series A preference shares of '' 10/- (Rupees Ten only) each to '' 1,36,10,00,000/- (Rupees One Hundred

Thirty-Six Crore and Ten Lakh only) divided into

10.50.00. 000 (Ten Crore Fifty Lakh) equity shares of '' 10/- (Rupees Ten only) each, 2,00,00,000 (Two Crore) preference shares of '' 10/- (Rupees Ten only) each and 1,11,00,000 (One Crore Eleven Lakh) Series A preference shares of '' 10/-(Rupees Ten only) each.

For the above said purpose, the Company, at its Extra ordinary General Meeting held on June 13, 2023, had approved the alteration in capital clause of its Memorandum of Association.

c. Conversion of compulsorily convertible preference shares into equity shares

During the year under review, your Company had converted its compulsorily convertible preference shares "CCPS" and Series A compulsorily convertible preference shares "Series A CCPS" into equity shares. The details of the same are provided herein below:

i. Conversion of Compulsorily Convertible Preference Shares

S. No.	Name	No. of CCPS held	No. of equity shares having face value of '' 10 each, allotted upon conversion (at conversion price of '' 101.36 each)	Total amount including security premium (in '')
1	India Advantage Fund S4 I	17,317,647	14,522,253	1,47,19,99,995
2	Dynamic India Fund S4 US I	1,505,882	1,262,804	12,79,99,970
	Total	1,88,23,529	1,57,85,057	1,59,99,99,965

ii. Conversion of Series A Compulsorily Convertible Preference Shares into Equity Shares

Name	No. of Series A CCPS held	No. of equity shares having face value of '' 10 each allotted upon conversion (at conversion price of '' 151.90 each)	Total amount including security premium (in '')
Augusta Investments Zero Pte. Ltd.	11,034,484	10,533,318	1,60,00,00,180

d. Authorised Share Capital pursuant to NCLT order dated May 02, 2024

After the end of the Financial Year under review, pursuant to the amalgamation of ECPL with your Company, the authorized share capital of ECPL was consolidated with your Company. Accordingly, the authorized share capital of your Company increased from '' 1,36,10,00,000/-(Rupees One Hundred Thirty-Six Crore and Ten Lakh only) divided into 10,50,00,000 (Ten Crore Fifty Lakh) equity shares of '' 10/- (Rupees Ten only) each, 2,00,00,000 (Two Crore) preference shares of '' 10/- (Rupees Ten only) each and

1.11.00. 000 (One Crore Eleven Lakh) Series A preference shares of '' 10/- (Rupees Ten only) each to '' 1,68,10,00,000/- (Rupees One Hundred Sixty Eight Crore and Ten Lakh only) divided into 13,70,00,000 (Thirteen Crore Seventy Lakh) equity shares of '' 10/- (Rupees Ten only) each,

2.00. 00.000 (Two Crore) preference shares of '' 10/- (Rupees Ten only) each and 1,11,00,000 (One Crore Eleven Lakh) Series A preference shares of '' 10/- (Rupees Ten only) each. Details of the amalgamation of ECPL with the Company is further explained under the section ''Subsidiary, Associate Company and their Financial Performances'' of this report.

e. Paid Up share Capital

As on the date of this report, the paid up capital of your Company is '' 95,79,86,910/- (Rupees Ninety Five Crore Seventy Nine Lakhs Eighty Six Thousand Nine Hundred Ten Only) consisting of 9,57,98,691 (Nine Crore Fifty Seven Lakh Ninety Eight Thousand Six Hundred Ninety One)

equity shares of face value of '' 10/- (Rupees Ten only) each.

8. Employees Stock Options (ESOPs)

During the year, your Company has introduced employee recognition scheme - EPACK Employee Stock Option Scheme 2023 ("EPACK ESOP 2023"). The objective of the said scheme is to enhance employee motivation, enable employees to participate, directly or indirectly, in the long-term growth and success of your Company. Also, such tools act as a retention mechanism by enabling employee participation in the operations as member of the Company.

The members of your Company, at the Extra Ordinary General Meeting held on July 29, 2023, approved "EPACK ESOP 2023" for the present and/or future permanent employees of your Company and its subsidiary Companies or associate Companies. Your Company has obtained a certificate from Ms/. Shirin Bhatt & Associates, Company Secretaries, Secretarial Auditor of the Company, confirming that EPACK ESOP 2023 has been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. This certificate will be available for inspection by members at the ensuing Annual General Meeting. The said Scheme is proposed for Ratification by members of the Company at the ensuing Annual General Meeting. Details of the same form part of the Notice of Annual General Meeting.

Further, details of options granted and exercised are included in the Annexure- I and notes to accounts forming part of Standalone Financial Statements.

9. Credit Ratings

During the year under review, your Company has received a long-term rating of ICRA A- (stable) and the short-term rating of ICRA A2 from ICRA Limited. Also, your Company has received a long term rating of CRISIL A- (stable) and short term rating of CRISIL A2 from Credit Rating Information Services of India Limited.

10. Investor Education and Protection Fund

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

11. Deposits

During the year under review, your Company has not accepted any deposits from the public under Section 73 and 76 of the Act and rules made thereunder and no amount of principal or interest was outstanding as at the end of Financial Year 2023-24. Hence, reporting of any non-compliance with the requirement of the Chapter V of the Act "Acceptance of Deposits by the Companies", is not applicable on the Company. There were no unclaimed or unpaid deposits lying with your Company.

12. Change in the Nature of Business

There has been no change in the nature of business carried on by your Company during the year under review.

13. Consolidation of Financials

In compliance with provisions of Section 129(3) of the Act read with Companies (Accounts) Rules, 2014, your Company has prepared Consolidated Financial Statements as per the Indian Accounting Standards on Consolidated Financial Statements 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.

14. Subsidiary, Associate Company and their Financial Performances

a) Amalgamation of EPACK Components Private Limited- Wholly Owned Subsidiary with and into the Company

During the year under review, ECPL was the wholly owned Subsidiary of your Company.

ECPL was engaged in the business of manufacturing sheet metal parts, copper tubing parts, spare parts for electronic appliances and mechanical items.

ECPL was considered a material subsidiary of the Company as per the Policy for determining material subsidiary. The Policy for determining material subsidiaries is available on the website of the Company and can be accessed at https:// epackdurable.com/code-and-policies/

Considering the amalgamation of ECPL with and into the Company, as detailed in section "Material Events", the Audited Financial Statements of the Company for the period ended March 31, 2024 are adopted considering the said amalgamation, as the appointed date of the scheme is April 01, 2022 ("Appointed Date"), from which date the entire business of ECPL, inter alia, properties, assets (both immovable and movable), investment, business book and records, which are capable of being transferred by actual and/ or constructive delivery of possession, contracts, employees, clearances received from approving authorities and liabilities stood transferred to your Company.

Furthermore, considering the amalgamation of the said material subsidiary into the Company, Secretarial Audit Report (MR-3) of Material Subsidiary, pursuant to Regulation 24A of SEBI Listing Regulations, read with Guidance note on Annual Secretarial Compliance Report issued by Institute of Company Secretaries of India, is not required.

b) EPAVO Electricals Private Limited

Epavo Electricals Private Limited ("Epavo") is an Associate of your Company whereby your Company holds 26% of its shareholding.

Epavo is engaged in the manufacture, marketing, sales and maintenance of brushless DC ("BLDC") motors, including hub BLDC motors, BLDC motors for high-volume, low-speed fans, and BLDC submersible pumps.

Epavo successfully commenced commercial production during the Financial Year 2022-23 and incurred losses during gestation period. Hence, Epavo reported a loss of '' 566.33 Lakh in Financial Year 2023-24 (Previous Year loss: '' 416.46 Lakh).

A statement containing the salient features of the Financial Statement of the Associate Company in the prescribed format AOC-1 forms part of the Consolidated Financial Statements of your Company.

I n accordance with Section 136 of the Act, the Audited Financial Statements including the Consolidated Financial Statements and related information of your Company is available on the website of your Company at www. https:// epackdurable.com/.

The said Associate Company has not declared Dividend during the Financial Year 2023-24.

There were no companies which have become or ceased to be subsidiary, joint venture or associate company during the year

15. Particulars of Loans, Guarantees, Security or Investments Made u/s 186 of the Act

Particulars of loans, guarantees given, security provided and investments made during the year in accordance with Section 186 of the Act forms part of the notes to the Audited Financial Statements provided in this Annual Report.

16. Related Party Transactions

In line with the requirements of the Act and SEBI Listing Regulations, your Company has formulated a Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions which was adopted by the Board at its meeting held on November 09, 2023. The said Policy is available on the website of the Company at https://epackdurable. com/code-and-policies/.

The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between your Company and Related Parties.

All the related party transactions are placed before the Audit Committee for approval, pursuant to applicable provisions under law. Further, prior omnibus approval of the Audit Committee is obtained as per the Act and SEBI Listing Regulations for the related party transactions which are foreseen and are repetitive in nature.

During the year, your Company has not entered into contract or arrangement or transaction with the Related Parties which could be considered material in accordance with the Policy of the Company on materiality of Related Party Transactions and as per the SEBI Listing Regulations.

All the related party transactions were in the ordinary course of business and are on arm''s length basis except as disclosed in Form AOC-2 provided as Annexure- II to this Report.

For details on Related Party Transactions, you may refer Notes to Audited Financial Statements forming part of the Annual Report.

17. Material Changes and Commitments affecting the Financial Position of your Company and Material Changes between the Date of the Board''s Report and end of the Financial Year

There have been no material changes and commitments affecting the financial position of your Company which have occurred between the end of the Financial Year to which the Audited Financial Statements relate and the date of Board''s Report, except as disclosed below:

In view of the amalgamation of EPACK Components Private Limited ("ECPL"/ "Transferor Company"), Company''s wholly-owned Subsidiary, into EPACK Durable Limited ("the Company"/ "Transferee Company") as per the Scheme of Amalgamation ("Scheme") under Section 230-232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the Audited Financial Statements of your Company for the period ended March 31,2024 are adopted considering the said amalgamation, as the appointed date of the scheme is April 01,2022 ("Appointed Date").

18. Future Outlook

Your Company is poised to capitalise on the robust growth of the Indian economy and the burgeoning consumer durables market, which is projected to reach ''1,303 billion by 2028. This promising forecast highlights the strong demand for your Company''s products and sets a solid foundation for its ongoing expansion.

Your company''s recent financial performance evidences not only its ability to thrive in a dynamic market but also underscores potential to make the most of this rapidly growing industry.

To further enhance your Company''s growth strategy, strategic hires of senior management personnel were made. These additions to leadership team reflect your Company''s commitment to expanding its market share and strengthening its position in the industry.

Moving forward, your Company remains dedicated to leveraging these opportunities and continuing its trajectory of success in the Indian consumer durables market.

19. Corporate Governance

Your Company understands the importance of good Corporate Governance in the global and domestic economic environment as each Company, now-a-

days, is evaluated by the investors on the basis of the governance practices adopted by the Company.

Your Company always takes constant efforts tc establish good governance practices. For instance your Company has, on voluntary basis, undertaken governance practices like constitution of Risk Management Committee, Business Responsibility and Sustainability Report ("BRSR") which forms part o'' this Annual report, D&O insurance Policy for Directors and officers etc.

In terms of SEBI Listing Regulations, a separate section on "Corporate Governance" with a certificate from M/s. Shirin Bhatt & Associates, Company Secretaries, Secretarial Auditors of the Company regarding compliance of the conditions of Corporate Governance, has been provided in this Annua Report. Further, details of the key policies anc practices adopted by the Company are available on the Company''s website at https://epackdurable.com/

20. 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 your Company plays a pivotal role in steering the Company towards success.

Your 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 Director, who are responsible for and committed to sound principles of Corporate Governance in your 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.

Your 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 your Company.

The Agenda and notice for the meetings are prepared and circulated in advance to the Directors. The Board of Directors of your Company met 13 (Thirteen) times during the Financial Year 2023-24.The required quorum was present at all the meetings.

Composition of Board and its Committee(s) as on March 31, 2024 are as follows:

a. Composition of Board of Directors

S. No.	Name	Designation	DIN
1.	Mr. Ajay DD Singhania	Managing Director & Chief Executive Officer	00107555
2.	Mr. Bajrang Bothra	Chairman & Whole Time Director	00129286
3.	Mr. Sanjay Singhania	Whole Time Director	01291342
4.	Mr. Nikhil Mohta	Non-Executive Nominee Director	00932030
5.	Mr. Vibhav Niren Parikh	Non-Executive Nominee Director	00848207
6.	Mr. Kailash Chandra Jain	Non-Executive Independent Director	08874667
7.	Mr. Krishnamachari Narasimhachari	Non-Executive Independent Director	07409731
8.	Ms. Priyanka Gulati	Non-Executive Independent Director	07087707
9.	Mr. Sameer Bhargava	Non-Executive Independent Director	07115063
10.	Mr. Shashank Agarwal	Non-Executive Independent Director	00316141

b. Composition of Audit Committee

S. No.	Name	Designation
1.	Ms. Priyanka Gulati	Chairperson
2.	Mr. Kailash Chandra Jain	Member
3.	Mr. Sanjay Singhania	Member
4.	Mr. Vibhav Niren Parikh	Member
5.	Mr. Sameer Bhargava	Member
6.	Mr. Shashank Agarwal	Member

c. Composition of Nomination & Remuneration Committee

S. No.	Name	Designation
1.	Ms. Priyanka Gulati	Chairperson
2.	Mr. Sameer Bhargava	Member
3.	Mr. Bajrang Bothra	Member

d. Composition of Stakeholders'' Relationship Committee

S. No.	Name	Designation
1.	Mr. Krishnamachari Narasimhachari	Chairperson
2.	Mr. Vibhav Niren Parikh	Member
3.	Mr. Bajrang Bothra	Member

e. Corporate Social Responsibility Committee

S. No.	Name	Designation
1.	Mr. Ajay DD Singhania	Chairperson
2.	Ms. Priyanka Gulati	Member
3.	Mr. Vibhav Niren Parikh	Member

f. Risk Management Committee

S. No.	Name	Designation
1.	Mr. Krishnamachari Narasimhachari	Chairperson
2.	Mr. Bajrang Bothra	Member
3.	Mr. Ajay DD Singhania	Member
4.	Mr. Vibhav Niren Parikh	Member
5.	Mr. Sameer Bhargava	Member
6.	Mr. Kailash Chandra Jain	Member
7.	Mohammad Lateef Choudhary	Member

g. Executive Committee

S. No.	Name	Designation
1.	Mr. Bajrang Bothra	Chairperson
2.	Mr. Ajay DD Singhania	Member
3.	Mr. Sanjay Singhania	Member

A detailed update on the Board & its Committees, composition thereof, number of meetings held during Financial Year 2023-24 and attendance of the Directors/Members at such meeting is provided in the section "Board of Directors" of "Corporate Governance Report".

21. Committees of the Board

Until previous Financial Year i.e Financial Year 2022-23, the Board of your Company was supported by Audit Committee.

During the Financial Year under review, the Board had constituted following Statutory Committees, which are in compliance with applicable SEBI Listing Regulations:

1. Audit Committee (re-constituted)

2. Nomination and Remuneration committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

Further, during the year, the Board had constituted following non- Statutory Committees for specific purposes:

1. IPO Committee

2. Executive Committee

The IPO Committee of the Board was constituted to carry out and complete various legal, statutory and procedural compliances in relation to the IPO of

the Company. Considering the IPO of the Company was successful; therefore, the said Committee was dissolved with effect from February 15, 2024.

The Executive committee has been formed for operational convenience to undertake matters related to day to day affairs of your Company.

Further, detailed composition of Board and its Committees and changes thereto are provided in the section "Board of Directors" and "Committees of the Board" forming part of "Corporate Governance Report".

There were no instances where Board had not accepted any recommendation of any committee.

22. 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.

23. Vigil Mechanism

Pursuant to the provisions of Section 177(9) of the Act and rules made thereunder and Regulation 22 of the SEBI Listing Regulations, your Company has established a vigil mechanism through which directors, employees and stakeholders may report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Company''s code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal. The Directors, employees, business associates have direct access to the Chairperson of the Audit committee. The vigil mechanism has been explained in detail in the "Corporate Governance Report". Vigil Mechanism Policy of the Company is available on the Company''s website at https://epackdurable.com/ code-and-policies/.

24. 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 Company has, on voluntary basis, formed a Risk Management Committee to monitor the risks. The details of Risk Management Committee are provided in the Corporate Governance report.

The Risk Management policy of the Company is available on the website of the Company and can be accessed at: https://epackdurable.com/ code-and-policies/.

In the opinion of the Board, there are no risks that threaten or may threaten the existence of your Company.

25. Adequacy of Internal Controls systems and Compliance with Laws

Your Company has an adequate and effective system of internal controls commensurate with the nature of its business and the size and complexity of its operations. These controls have been designed to provide a reasonable assurance over effectiveness and efficiency of operations, prevention and detection of frauds and errors, safeguarding assets from unauthorized use or losses, compliance with applicable laws and regulations, accuracy and completeness of the accounting records, timely preparation of reliable financial information. In order to supplement the Internal Control process, your Company has engaged the services of M/s Ernst & Young LLP to function as Internal Auditors of the Company. The Audit Committee regularly reviews and discusses the findings and action plans proposed by internal auditors.

Your Company has implemented various IT solutions, including enterprise resource planning (ERP) software SAP S/4 HANA, to optimise key operations. This system is used to manage and co-ordinate all resources, information and functions of the business on a real-time basis. The ERP system helps in integration of different functional areas to facilitate proper communication, material management, manufacturing planning, productivity, quality and efficiency in decision making. It further helps in tracking customer demands and assisting in maintaining optimum inventory levels. Your Company has a dedicated IT team which is responsible for maintaining the ERP system.

26. 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, there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and your Company''s operations in future.

27. Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2024 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and link for the same is https://epackdurable.com/ other-important-information/.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the following were the appointment / re-appointment and resignations in the offices of Directors and Key Managerial Personnel:

A. Directors

Name	Date of appointment / change in designation / cessation	Reason
Mohammad Lateef Choudhary	May 31, 2023	Resignation as whole-time director to meet Board composition compliance under SEBI Listing Regulations as the Company was undergoing IPO process
Mr. Bajrang Bothra	June 13, 2023	Re-appointment as Whole-time Director
Mr. Jyotin Kantilal Mehta	July 29, 2023	Appointment as Independent Director
Mr. Kailash Chandra Jain	July 29, 2023	Appointment as Independent Director
Mr. Krishnamachari Narasimhachari	July 29, 2023	Appointment as Independent Director
Ms. Priyanka Gulati	July 29, 2023	Appointment as Independent Director
Mr. Sameer Bhargava	July 29, 2023	Appointment as Independent Director
Mr. Shashank Agarwal	July 29, 2023	Appointment as Independent Director
Mr. Sanjay Singhania	November 9, 2023	Change in designation from non-executive director to Wholetime Director
Mr. Jyotin Kantilal Mehta	January 16, 2024	Resignation as Independent Director to avoid possible delay in IPO processes affected by regulatory proceedings involving a company where he is an independent director
Mr. Laxmi Pat Bothra	January 16, 2024	Resignation as non-executive director to ensure that the composition of the Board of Directors of our Company was in compliance with the applicable provisions of the SEBI Listing Regulations pursuant to Mr. Jyotin Kantilal Mehta''s resignation

B. Key Managerial Personnel

Name	Date of change	Reason
Mr. Rajesh Kumar Mittal	May 31, 2023	Resignation as Company Secretary
Ms. Esha Gupta	May 31, 2023	Appointment as Company Secretary and Compliance Officer

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. Sanjay Singhania (Whole Time Director), Mr. Rajesh Kumar Mittal, (Chief Financial Officer) and Ms. Esha Gupta, (Company Secretary and Compliance Officer) are the KMPs of your Company as on March 31, 2024.

29. Directors liable to retire by rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Bajrang Bothra (Chairman & Whole Time Director) shall retire by rotation at the ensuing Annual General Meeting. The Board of Directors, on the recommendation of the Nomination and

Remuneration Committee, have recommended his re-appointment to the members for approval.

30. Declaration of Independent Directors of the Company

As on date of this report, the Board comprises of 10 (Ten) Directors which includes 5 (Five) Independent Directors, for other details, please refer "Corporate Governance Report" forming part of the Annual Report. All the Independent Directors are appointed on the Board of your Company in compliance with the applicable provisions of the Act and SEBI Listing Regulations.

Your Company has received declarations from all the Independent Directors confirming that they meet/ continue to meet, as the case may be, the criteria of

Independence under sub-section (6) of section 149 of the Act and Rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 25(8) of the SEBI Listing Regulations.

Also, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and have confirmed that they are in compliance with the Code of Conduct for Board of Directors and Senior Management Personnel formulated by the Company.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied with the integrity, expertise, and experience (including proficiency in terms of the Act and applicable rules thereunder) of all Independent Directors on the Board.

The Independent Directors have also confirmed that their names are registered in the databank as mentioned by the Indian Institute of Corporate Affairs ("IICA").

31. 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. The details of the familiarization programme are explained in the Corporate Governance Report. The same is also available on the website of the Company and can be accessed at web link https://epackdurable.com/ code-and-policies/.

32. Board and Director''s Evaluation

Pursuant to the provisions of the Act, SEBI Listing Regulations and as per the manner for effective evaluation specified by the Nomination & Remuneration Committee at its meeting held on November 9, 2023, annual evaluation of the Board, its Committees and individual Directors has been carried out on the basis of Guidance Note on Board Evaluation issued by Securities and Exchange Board of India ("SEBI"). The said annual evaluation was carried out by the Board on February 15, 2024.

To facilitate the evaluation process, Board, Committees of the Board, Executive Director, Non-Executive Director and Independent Director self-evaluation questionnaires were circulated to the Board members and respective Committee members via online links wherein the Board and committee members were required to register their responses to the said questionnaires.

Basis the results of the aforesaid questionnaire and feedback received from the Directors and respective Committee members, the performance evaluation of the Independent Directors were carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Managing Director and Whole Time Directors was carried out by the Non-Executive and Independent Directors. The performance evaluation of Non-Executive Directors was carried out by the Executive and Independent Directors. The Directors have expressed their satisfaction with the evaluation process.

33. Separate Meeting of Independent Directors

Pursuant to Schedule IV to the Act and SEBI Listing Regulations two (2) meetings of Independent Directors were held during the year i.e. on January 15, 2024 and February 14, 2024, without the attendance of Non- Independent Directors.

34. Auditors & Auditors'' Report

Statutory Auditors-M/s Deloitte Haskins & Sells Chartered Accountants

M/s Deloitte Haskins & Sells, Chartered Accountants (Firm registration No. 015125N) were appointed as Statutory Auditors of your Company at the Annual General Meeting held on November 26, 2021, for a term of Five consecutive years.

The Independent Auditors Report given by the Auditors on the Financial Statement (Standalone and Consolidated) of your Company forms part of this Annual Report. There has been no qualification, reservation, adverse remark given by the Auditors in their Report.

Secretarial

Auditors-

M/s Shirin Bhatt

& Associates,

Practicing

Company

Secretaries

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your Company at its meeting held on May 31, 2023 had appointed M/s Shirin Bhatt & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2023-24.

The Secretarial Audit Report is annexed herewith as Annexure- III. The said Secretarial Audit Report for the Financial Year 2023-24 does not contain any qualification, reservation or adverse remark

Cost Auditors-M/s Cheena & Associates, Cost Auditors

In terms of the Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, your 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 your Company.

The Board of Directors appointed M/s Cheena & Associates, as Cost Auditors to audit the cost accounts of your Company for the Financial Year 2023-24 at its meeting held on May 31, 2023. The Cost Audit Report for the Financial Year 2023-24 will be filed by the Company with the Ministry of Corporate Affairs, in due course.

Internal Auditors-M/s Ernst & Young LLP

M/s Ernst & Young LLP., are acting as Internal Auditors of the Company to conduct the Internal Audit for the Financial Year 2023-24 and onwards, appointed at the Board Meeting held on May 31, 2023.

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 31.2024.

35. Corporate Social Responsibility ("CSR")

Your Company has been constantly working towards promoting the welfare of the communities. Your Company, through its CSR endeavours invests in the areas of healthcare, education and skill development through non-profits and social enterprises.

Your Company has a duly constituted CSR Committee, which is responsible for fulfilling the CSR objectives of your Company. The composition of CSR committee is as stated in the "Committees of the Board" section of "Corporate Governance Report".

The Board of Directors have adopted a CSR policy which is in line with the provisions of the Act. The CSR Policy of your Company lays down the philosophy and approach of your Company towards its CSR commitment. The policy can be accessed at the following link: https://epackdurable.com/code-and-policies/. During the Year there were no Changes to the CSR Policy.

Annual Report on Corporate Social Responsibility Activities of your Company is enclosed as Annexure-IV and forms a part of this report.

36. Business Responsibility and Sustainability Report ("BRSR")

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the BRSR for the Financial Year ended March 31,2024 in the prescribed format, giving an overview of the initiatives taken by the Company from an environmental, social and governance perspective, forms part of this Annual Report as Annexure- V. The same is done on voluntary basis by the Company in order to maintain good governance practices in the Company.

37. Environmental, Social and Governance ("ESG")

Your Company has taken various steps to implement an environmental and social management system to adopt a systematic approach towards identifying, managing, monitoring, and reporting on environmental and social issues. Your Company has also installed rooftop solar power plants at its Bhiwadi Manufacturing Facility to help reduce dependence on state power grids at the facility.

In alignment with the ESG ethos, your Company endeavours to ensure that:

(i) Your Company does not employ or make use of forced labour or child labour,

(ii) Your Company pays wages which meet industry and legal minimum wage requirements,

(iii) Your Company does not discriminate in terms of compensation, training, opportunities and employee benefits, on the basis of personal characteristics unrelated to inherent job requirements, including caste, creed, religion, language, ethnicity, disability, age, gender, sexual orientation, race, colour, marital status or union organization or any other status protected by appropriate laws, and

(iv) Your Company provides reasonable working conditions including a safe and healthy work environment, and clearly documented terms of employment as defined / required under applicable labour laws and guidelines. Your Company has implemented a grievance mechanism that is available to all workers and maintain periodic records of grievance redressal. Your Company also has a zero tolerance policy towards malpractices such as bribery, corruption, and fraud in business.

38. Conservation of Energy, Technology, Absorption and Foreign Exchange Earnings and Outgo

The particulars as prescribed under Section 134(3) (m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in Annexure- VI.

39. 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. The Statement of utilization of Initial Public Offer proceeds forms parts of the Financial Statements.

40. Human Resources

Your Company''s approach to talent is strategic-as your Company considers its employees as key stakeholders in its growth. The ability of your Company to cycle through different technology and business model technology and business model changes, continuously embrace new knowledge and stay relevant, defines it and gives a significant edge over its competitors.

As on March 31,2024, your Company has a strength of 920 employees and workers on the payroll and 3655 third party contractual labourers which is its most valuable asset, which propel the Company forward through their competencies, skills, and knowledge. Your Company provides to its employees a supportive and safe working environment at the workplace. To foster a caring community, your Company train employees to increase operational performance, improve productivity and maintain quality and safety compliance standards.

Welfare arrangements for employees

Your Company ensures that statutory dues are remitted to respective PF / ESI / Labour Welfare Fund (LWF) etc. authority(ies) by the contractors and proof of the same is produced on a periodic basis.

Measures taken to motivate employees

During the year under review, your company organized multiple engagement activities for its employees. Some of the employee engagement activities are showcased below:

- Sports Day event was organized for all employees and their families.

- Employees Birthdays & Anniversaries are celebrated through the personalized emails which are sent to each employee on their birthdays and anniversaries & which is followed by monthly celebrations for these occasions.

- Skip-level meetings between employees and their heads of departments (HODs) were conducted to ensure smooth operations.

- Suggestion Scheme was introduced at the plant level for encouraging Employee participation

- Festival Celebrations, including Get-togethers for Holi, Diwali, and New Year, are organized across all locations.

- Various engaging events, such as Women''s Day celebrations and POSH (Prevention of Sexual Harassment) Training sessions, are conducted.

- Buddy Program system was introduced to improve the onboarding process at EPACK Group.

41. Awards and Accreditations

The details of key awards, accreditations and recognitions are as follows:

Calendar Year	Particulars
	ISO/IEC 17025:2017 accreditation for general requirements for the competence of testing and calibration laboratories received by your Company for C-6-7, UPSIDC Industrial Area, Selaqui, Dehradun, Uttarakhand ("Dehradun Unit I").
2022	ISO 14001:2015 accreditation for environmental management system received by your Company for Dehradun Unit I, B-1 UPSIDC Industrial Area, Selaqui, Dehradun, Uttarakhand ("Dehradun Unit II"), Khasra no. 122-Min, Central Hope Town, Dehradun, Uttarakhand ("Dehradun Unit III") and A-1, A-2, D-6, D-7 and D-8, RIICO Industrial Area Salarpur (Elcina Cluster), Bhiwadi, Alwar, Rajasthan ("Bhiwadi Manufacturing Facility") and for C-5, UPSIDC Industrial Area Selaqui, Dehradun, Uttarakhand ("Dehradun Unit IV").
	ISO 9001:2015 accreditation for quality management system received by your Company for Dehradun Unit I, Dehradun Unit II, Dehradun Unit III, Dehradun Unit IV and the Bhiwadi Manufacturing Facility.
	ISO 45001:2018 accreditation for occupational health and safety management system received by your Company for Dehradun Unit I, Dehradun Unit II, Dehradun Unit III, Dehradun Unit IV and the Bhiwadi Manufacturing Facility
2023	ISO 14001:2015 accreditation for environmental management system, ISO 9001:2015 accreditation for quality management system and ISO 45001:2018 accreditation for occupational health and safety management system received by your Company for the Plot No. 850, EMC Road, Sricity DTZ, Cherivi and Irugolam Village, Sathyavedu Mandal, Tirupati District, Andhra Pradesh 517 646 ("Sri City Manufacturing Facility").

42. Particulars of Employees and Remuneration

The disclosures pertaining to remuneration and other details of Directors and employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been provided in the Annexure- VII forming part of this report.

43. Director''s Appointment and Remuneration Policy

Your Company has adopted a comprehensive policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management which inter-alia covers their appointment, criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under sub section (3) of Section 178 of the Act . As per the policy, candidates proposed to be appointed as Directors, Key Managerial Personnel and Senior Management shall be first reviewed by the Nomination and Remuneration Committee. The policy can be accessed at the following Link: https://epackdurable.com/code-and-policies/. During the year there were no changes in the policy. The Policy, interalia, includes appointment and removal of Director, KMP and senior management employee and Remuneration thereof.

44. Disclosures under Sexual Harassment

of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 Read with Rules ("POSH")

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

Your Company has a 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 including contract labour and lays down the guidelines for identification, reporting and prevention of sexual harassment. Your Company has complied with the provisions relating to the constitution of the Internal Complaints Committee (ICC) and the 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 harassment complaints received by the Committee and disposed of during the year under review:

No. of complaints received: 0 No. of complaints disposed of: NA No. of complaints pending: NA

Also, the Company had organized training programmes concerning sexual harassment from time to time, for its employees and staff. The said training programmes and workshop were helpful in creating necessary awareness and to encourage cooperative environment in the organisation. From time to time your Company organises awareness sessions at the manufacturing facilities of the Company.

45. Reporting of Fraud By auditors

There have been no instances of fraud reported by the Statutory Auditors or Internal Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Audit Committee, the Board of Directors or to the Central Government.

46. Compliance of Applicable Secretarial Standard

During the Financial Year under review, your Company has duly complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

47. Listing on Stock Exchanges

The Company''s shares got listed on BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") on January 30, 2024.

48. Directors Responsibility Statement

In terms of Section 134(5) of the Act, your Directors hereby confirm that:

a. i n the preparation of the annual accounts for the Financial Year ended March 31, 2024, the applicable accounting standards have been

followed along with proper explanation relating to material departures

b. 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;

c. 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;

d. the Directors have prepared the annual accounts for the Financial Year ended March 31, 2024, on a going concern basis;

e. 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;

f. 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.

49. Key Financial Ratios

The Key financial ratios for the Financial Year ended

March 31, 2024 form part of the Management

Discussion and Analysis Report.

50. Other Disclosures

Your Directors state that during the Financial

Year under review:

i. No disclosure or reporting is required with respect to issue of equity shares with differential rights as to dividend, voting or otherwise and Buyback of shares.

ii. The Company did not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees, hence, no disclosure/reporting under section 67(3) of the Act is required.

iii. The Company neither made any application nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

iv. No event has taken place that give rise to reporting of details w.r.t. 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

51. Acknowledgment

Your Directors'' place on record their sincere appreciation for the continued co-operation and support extended to the Company by all the stakeholders. Your Directors'' also place on record sincere appreciation of the continued hard work put in by the employees at all levels. The Directors are thankful to the esteemed shareholders for their support and the confidence reposed in the Company and its management and also thank the Company''s vendors, investors, business associates, Central/State Government and various departments and agencies for their support and co-operation.

By the order of the Board For EPACK Durable Limited

Bajrang Bothra Ajay DD Singhania

Place: Noida DIN: 00129286 DIN: 00107555

Date: July 24, 2024 Chairman & Whole Time Director Managing Director & CEO

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Directors Report of EPACK Durables Ltd.

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

2. Overview and State of Company''s AffairsCompany Overview

Operation Highlights

Financial Highlights

3. Dividend

4. Transfer to Reserves

5. Material Events

c. Manufacturing tie-up with Panasonic Lifesolutions India Private Limited

d. Manufacturing tie-up through subsidiarycompany with Hisense InternationalSingapore Holding Pte. Limited

e. Incorporation of Wholly Owned Subsidiaryof the Company

. Share Capital Structure

a. Authorized Share Capital

b. Paid Up Share Capital

Employees Stock Options (ESOPs)

8. Credit Ratings

a) ICRA Limited:

b) CRISIL (Credit Rating Information Services ofIndia Limited):

9. Investor Education and Protection Fund

10. Deposits

11. Change in the Nature of Business

12. Consolidation of Financials

13. Subsidiary, Associate Company and theirFinancial Performances

b) Epavo Electricals Private Limited

c) EPACK Manufacturing Technologies PrivateLimited ("EMTPL")

19. Board of Directors, its Committees andMeetings thereof

20. Committee(s) of the Board

21. Management Discussion and AnalysisReport

22. Vigil Mechanism

a) Directors

c) Directors liable to retire by rotation

28. Independent Directors of the Company

a) Declaration of Independent Directors of theCompany

b) Familiarization Programme for theIndependent Directors

c) Separate Meeting of Independent Directors

29. Board and Director''s Evaluation

30. Auditors & Auditor''s Report

(b) Secretarial Auditors

(d) Internal Auditors

Employee Welfare Arrangements

42. Other Disclosures

43. Acknowledgment

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

2. Overview and State of Company''s Affairs Company Overview

3. Dividend

4. Transfer to Reserves

5. Revision of Financial Statements

6. Material Events

7. Share Capital Structure

9. Credit Ratings

10. Investor Education and Protection Fund

11. Deposits

12. Change in the Nature of Business

13. Consolidation of Financials

14. Subsidiary, Associate Company and their Financial Performances

15. Particulars of Loans, Guarantees, Security or Investments Made u/s 186 of the Act

16. Related Party Transactions

18. Future Outlook

19. Corporate Governance

20. Board of Directors, its Committees and Meetings thereof

21. Committees of the Board

22. Management Discussion and Analysis Report

23. Vigil Mechanism

24. Risk Management Committee/ Policy

25. Adequacy of Internal Controls systems and Compliance with Laws

27. Annual Return

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

29. Directors liable to retire by rotation

30. Declaration of Independent Directors of the Company

31. Familiarization Programme for the Independent Directors

32. Board and Director''s Evaluation

33. Separate Meeting of Independent Directors

34. Auditors & Auditors'' Report

35. Corporate Social Responsibility ("CSR")

36. Business Responsibility and Sustainability Report ("BRSR")

37. Environmental, Social and Governance ("ESG")

40. Human Resources

41. Awards and Accreditations

42. Particulars of Employees and Remuneration

43. Director''s Appointment and Remuneration Policy

2. Overview and State of Company''s Affairs
Company Overview

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

d. Manufacturing tie-up through subsidiary
company with Hisense International
Singapore Holding Pte. Limited

e. Incorporation of Wholly Owned Subsidiary
of the Company

b) CRISIL (Credit Rating Information Services of
India Limited):

13. Subsidiary, Associate Company and their
Financial Performances

c) EPACK Manufacturing Technologies Private
Limited ("EMTPL")

19. Board of Directors, its Committees and
Meetings thereof

21. Management Discussion and Analysis
Report

a) Declaration of Independent Directors of the
Company

b) Familiarization Programme for the
Independent Directors