Epack Durable Ltd

Dear Members,

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.

The Company's financial results are as under:

(Rs. in Lakhs)

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.

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.

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.

The Dividend Distribution Policy containing all the necessary details as required by the SEBI(ListingObligations 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.

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

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").

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".

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.

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.

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.

Your Company, at the Extra-Ordinary General Meeting held on June 13, 2023, increased the authorized share capital from Rs. 101,10,00,000/- (Rupees One Hundred One Crore Ten Lakh only) consisting of 7,00,00,000 (Seven Crore) equity shares of Rs. 10/- (Rupees Ten only) each, 2.00.00.000 (Two Crore) preference shares of

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

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:

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 Rs. 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 Rs. 10/- (Rupees Ten only) each, 2,00,00,000 (Two Crore) preference shares of Rs. 10/- (Rupees Ten only) each and 1.11.00.000 (One Crore Eleven Lakh) Series A preference shares of Rs. 10/- (Rupees Ten only) each to Rs. 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 Rs. 10/- (Rupees Ten only) each, 2.00.00.000 (Two Crore) preference shares of Rs. 10/- (Rupees Ten only) each and 1,11,00,000 (One Crore Eleven Lakh) Series A preference shares of Rs. 10/- (Rupees Ten only) each. Details of the amalgamation of ECPL with the Company is further explained under the section Rs.Subsidiary, Associate Company and their Financial PerformancesRs. of this report.

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.

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.

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.

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

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.

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

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.

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.

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.

In 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

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.

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.

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").

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.

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 to 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 of 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 Annual Report. Further, details of the key policies and practices adopted by the Company are available on the Company's website at https://epackdurable.com/.

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.

a. Composition of Board of Directors

b. Composition of Audit Committee

c. Composition of Nomination & Remuneration Committee

d. Composition of Stakeholders' Relationship Committee

e. Corporate Social Responsibility Committee

f. Risk Management Committee

g. Executive Committee

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".

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.

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.

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/.

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.

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.

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.

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/.

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

B. Key Managerial Personnel

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.

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.

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").

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/.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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

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

a. in 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.

The Key financial ratios for the Financial Year ended March 31, 2024 form part of the Management Discussion and Analysis Report.

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

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.