|
Dear Members,
The Board of Directors of your Company takes immense pleasure to
present the 6th (Sixth) Annual Report of EPACK Durable Limited (Company
or EPACK) along with the Audited Financial Statements on Standalone and
Consolidated basis for the Financial Year ended March 31, 2025. This report encapsulates
the Company's performance, key developments, corporate governance and governance
initiatives undertaken during the year in compliance with the provisions of the Companies
Act, 2013 and applicable regulations. We extend our sincere gratitude for your continued
support, which drives our commitment to excellence and sustainable growth.
1. Financial Summary / Performance of the Company (Standalone
& Consolidated)
The Company's financial performance is as under:
( Rs. in lakh)
| Particulars |
Standalone |
Consolidated |
|
For the Financial Year ended |
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 |
17,882.37 |
12,510.04 |
17,873.58 |
12,510.04 |
| Costs, Exceptional items and Tax Expenses |
|
|
|
|
| Less: Depreciation/ |
4,739.27 |
3,547.95 |
4,739.27 |
3,547.95 |
| Amortization/ Impairment |
|
|
|
|
Profit/ (Loss) before Finance costs, |
13,143.10 |
8,962.09 |
13,134.31 |
8,962.09 |
Exceptional Items and Tax expenses |
|
|
|
|
| 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 |
5,793.13 |
3,626.19 |
5,484.49 |
3,516.29 |
| Earnings Per Equity Share (In `) |
|
|
|
|
| Basic |
6.07 |
4.48 |
5.75 |
4.35 |
| Diluted |
6.07 |
4.48 |
5.75 |
4.35 |
*Epavo has been converted into JV w.ef. September 30, 2024
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 productAir 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 airfryer 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).
6. 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.
7. Employees Stock Options (ESOPs)
During the Financial Year 2023-24, our Company introduced the EPACK
Employee Stock Option Scheme 2023 (EPACK ESOP 2023) to enhance employee
motivation, encourage long-term participation in the Company's growth, and serve as a
retention mechanism. The scheme was approved by the members at the Extra Ordinary General
Meeting (EGM) held on
July 29, 2023, for current and future permanent employees of the
Company, as well as its subsidiaries and associate companies. After the of Company came
out with a Public Associate/JV Issue of its equity shares and accordingly post listing the
ESOP Scheme was required to be ratified by the members of the
Company for making any fresh grant of stock options under the said
Scheme. In accordance the Scheme was place before the shareholders for ratification by
passing of special resolution at 5th Annual General Meeting which was held on September 6,
2024.
The Board at its meeting held on July 13, 2023 had approved the grant
of 15,68,148 stock options to eligible employees of the Company at an exercise price of
`152 per option. The company granted 9,83,863 stock options to eligible employees of the
Company on August 01, 2023 under the first vesting period out of which
the Company allotted 1,69,038 Equity Shares of `10/- each In compliance with the
Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (SEBI (SBEB & SE)
Regulations), the Company has made the necessary disclosures
pertaining to the EPACK ESOP 2023. These disclosures are provided in Annexure-I
and it forms part of this Annual Report, in accordance with the format and requirements
prescribed under the SEBI (SBEB & SE) Regulations.
Additionally, the notes to accounts forming part of the standalone
financial statements also include relevant details of options granted and exercised during
the Financial Year. To ensure regulatory compliance and transparency, the Company has
obtained a certificate from M/s. Shirin Bhatt & Associates, Company Secretaries,
confirming that the EPACK ESOP 2023 has been implemented in accordance with the SEBI (SBEB
& SE) Regulations. This certificate will be made available for
inspection by members at the ensuing Annual General Meeting.
8. Credit Ratings
During the year under review, the Company received long-term and
short-term credit ratings from rating agencies:
a) ICRA Limited:
Long-term rating: ICRA A (Stable)
Short-term rating: ICRA A2+ b) CRISIL (Credit Rating Information
Services of India Limited):
Long-term rating: CRISIL A- (Stable)
Short-term rating: CRISIL A2+
These ratings reflect the Company's strong financial position,
stable outlook, and ability to meet short-term and long-term obligations effectively.
9. Investor Education and Protection Fund
During the year under review, the Company was not required to transfer
any funds to the Investor Education and Protection Fund (IEPF).
10. Deposits
During the year under review, the Company did not accept any public
deposits under Sections 73 and 76 of the Companies Act, 2013, and no principal or interest
amounts were outstanding as of the end of the Financial Year 2024-25.
As a result, the provisions of Chapter V of the
Companies Act, 2013 relating to the Acceptance of Deposits by
Companies do not apply to the Company. Further, there were no unclaimed or unpaid
deposits lying with the Company.
11. Change in the Nature of Business
During the year under review, there has been no change in the nature of
business carried on by the Company.
12. Consolidation of Financials
In compliance with provisions of Section 129(3) of the Act read with
Companies (Accounts) Rules, 2014, Consolidated Financial Statements has been prepared as
per the Indian Accounting Standards issued by the Institute of Chartered Accountants of
India. The Audited Consolidated Financial Statements along with the Auditors' Report
thereon forms part of this Annual Report.
13. Subsidiary, Associate Company and their
Financial Performances
As on date of report, company is having one wholly owned subsidiary i.e
EPACK Manufacturing
Technologies Private Limited (EMTPL) and one Joint
Venture Company i.e Epavo Electricals Private Limited
(Epavo). The Company's wholly owned subsidiary, EPACK
Components Private Limited (ECPL) had been merged with the company vide order
of The Hon'ble National Company Law Tribunal (NCLT), Allahabad Bench,
vide its order dated May 02, 2024.
More details are summarised as below:
a) Amalgamation of EPACK Components
Private Limited- Wholly Owned Subsidiary with and into the Company
The Company's wholly owned subsidiary, EPACK Components Private
Limited (ECPL) had been merged with the company vide order of The Hon'ble
National Company Law Tribunal (NCLT), Allahabad Bench, vide its order dated
May 02, 2024.
Pursuant to the approval of the Scheme, all assets, liabilities,
rights, and obligations of ECPL stand transferred to and vested in the Company without any
further act, deed, or instrument. Consequently. ECPL ceases to exist as a separate legal
entity.
b) Epavo Electricals Private Limited
During the financial year 2024 25, pursuant to increase of
Company's stake in Epavo's Electricals Private Limited's
(Epavo) equity by 24%, status of Epavo, which was an associate
Company, has been changed to a Joint Venture
Company w.e.f closing business hours of September 30, 2024. As on date
of this report, Company is holding 50% equity stake in Epavo along with Ram Ratna Wires
Limited which is also holding another 50% equity stake in Epavo.
A statement highlighting the key financial details of the Joint Venture
Company, as required under the prescribed format AOC-1, form part of the Consolidated
Financial Statements of the Company. InaccordancewithSection136oftheCompanies Act, 2013,
the Audited Financial Statements, including Consolidated Financial Statements and related
documents, are available on the Company's website at www.epackdurable.com under
Investors section.
c) EPACK Manufacturing Technologies Private Limited (EMTPL)
During the Financial Year 2024-25, effectively on December 3, 2024, the
Company has incorporated a new wholly owned subsidiary, EPACK Manufacturing Technologies
Private Limited. The incorporation of this subsidiary is in line with the Company's
strategic growth initiatives and is a significant step towards expanding its manufacturing
capabilities. Furthermore, EMTPL will play a crucial role in executing the Strategic
Cooperation Agreement' entered into with Hisense International Singapore Holding Pte.
Limited for the manufacturing of home appliances. This move is expected to strengthen the
Company's market position and drive future growth in the sector.
A statement highlighting the key financial details of the Subsidiary
and Joint Venture, as required under the prescribed format AOC-1, is included in the
Consolidated Financial Statements of the Company. In accordance with Section 136 of the
Companies Act, 2013, the Audited Financial Statements, including Consolidated Financial
Statements and related documents, are available on the Company's website at
www.epackdurable.com.
14. Particulars of Loans, Guarantees, Security or Investments made u/s
186 of the Act
Details of loans granted, guarantees issued, securities provided, and
investments made during the year, as required under Section 186 of the Act, are included
in the notes to the Audited Financial Statements forming part of the Annual Report.
15. Related Party Transactions
In compliance with the provisions of the Companies Act and SEBI Listing
Regulations, the Company has established a Policy on Materiality of Related Party
Transactions and Dealing with Related Party Transactions. This policy ensures a structured
framework for reporting, approval, and disclosure of all transactions between the Company
and its related parties. The policy is available on the Company's website at
https://epackdurable.com/ code-and-policies.
All related party transactions are submitted to the Audit Committee for
approval as per the applicable legal provisions. Additionally, prior omnibus approval is
obtained from the Audit Committee for transactions that are repetitive and foreseeable in
nature, in line with the Companies Act and SEBI Listing Regulations. During the year, the
Company did not enter into any material related party transactions as per its Policy on
Materiality of Related Party Transactions and SEBI Listing Regulations. All related party
transactions undertaken were in the ordinary course of business and on an arm's
length basis, therefore the disclosure as required under Section 134(3)(h) of the Act in
Form AOC-2 is not applicable to the Company for Financial Year 2025 and hence, does not
form part of this report. For further details, please refer to the Notes to the Audited
Financial Statements forming part of the Annual Report.
16. Material Changes and Commitments affecting the Financial Position
of the Company and Material Changes between the Date of the Board's Report and end of
the Financial Year
There have been no material changes or commitments impacting the
financial position of the Company between the end of the financial year, to which the
Audited Financial Statements relate, and the date of the Board's Report.
17. Future Outlook
The Company is well-positioned to capitalize on the strong momentum of
the Indian economy and the rapid expansion of the consumer durables market. With strategic
initiatives and forward-looking measures already in place, the Company is confident of
sustaining growth, enhancing market presence, and delivering long-term value to
stakeholders. To further accelerate growth, the Company has made key strategic hires at
the senior management level. These leadership additions reinforce its commitment to market
expansion and strengthening its industry position. Looking ahead, the Company remains
dedicated to leveraging market opportunities, enhancing operational efficiencies, and
sustaining its growth trajectory in the Indian consumer durables sector.
18. Corporate Governance
For EPACK Durable Limited, corporate governance is built on the pillars
of integrity, transparency, accountability, and adherence to the highest governance and
regulatory standards. The Company has embraced best-in-class governance practices to
ensure that the Board operates effectively, fostering long-term shareholder value while
safeguarding minority rights. Timely and accurate disclosures remain a core responsibility
of the Company, reinforcing its commitment to transparency. In accordance with Regulation
34, read with
Schedule V of the SEBI (Listing Obligations and
Disclosure Requirement) Regulations 2015, (SEBI Listing
Regulations), a separate Corporate Governance Report forms an integral part of this
Annual Report. Additionally, a certificate from M/s Shirin Bhatt &
Associates, Company Secretaries, Secretarial Auditors of the Company, confirming
compliance with corporate governance norms, as prescribed under the Listing Regulations,
is annexed to the Corporate Governance Report. Furthermore, the Company has adopted
various policies and codes in alignment with corporate governance requirements. The
relevant links for these policies are provided below for easy reference:
https://epackdurable.com/
19. Board of Directors, its Committees and Meetings thereof The
Board of Directors (the Board) are vital in setting strategy, policies,
budgets and overall direction of the Company whilst ensuring best interest of the Company
and its stakeholders. They monitor performance and ensure compliance with legal and
regulatory standards. The Board of the Company plays a pivotal role in steering the
Company towards success.
The Company has a professional Board with right mix of knowledge,
skills and expertise with an optimum combination of Executive, Non-Executive and
Independent Directors including one Woman Independent Director who are responsible for and
committed to sound principles of Corporate Governance in the Company. The Board has
established various Committees, as detailed herein, to support the Board in discharging
its responsibilities under law, regulation and towards good governance. The Company holds
minimum of 4 (Four) Board meetings in each calendar year with a gap of not more than one
hundred and twenty days between any two consecutive Meetings. Additional meetings of the
Board/ Committees are convened as may be necessary for proper management of the business
operations of the Company.
The agenda and notice for the meetings are prepared and circulated in
advance to the Directors. The Board of Directors of the Company met 5 (Five) times during
the Financial Year 2024-25. The required quorum was present at all the meetings.
A detailed update on the Board & its Committees, composition
thereof, number of meetings held during Financial Year 2024-25 and attendance of the
Directors/Members at such meeting is provided in Corporate Governance
Report under section Board of Directors forming part of the
Annual Report.
20. Committee(s) of the Board
The Board has delegated certain part of its functions and duties to a
non-statutory committee namely the Executive committee, while day-to-day operational
responsibilities are specifically entrusted to the management. Furthermore, the Board had
duly constituted following Committees, which are in line with the provisions of applicable
laws:
A. Audit Committee
B. Nomination and Remuneration Committee C. Corporate Social
Responsibility Committee D. Stakeholders' Relationship Committee E. Risk Management
Committee Further, during the year under review, the Board had not constituted any
Statutory and/or non-
Statutory Committee(s).
A detailed update on the composition, number of meetings, attendance
and terms of reference of aforesaid Committees are provided in the section
Committees of the Board of Corporate
Governance Report of this Annual Report.
Furthermore, there were no instances where Board had not accepted any
recommendation of any committee.
21. Management Discussion and Analysis Report
Pursuant to SEBI Listing Regulations, the Management Discussion and
Analysis Report for the year under review is provided in a separate section forming part
of this Annual Report.
22. Vigil Mechanism
In 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/
other-important-information/.
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 |
| Mr. Nikhil Mohta |
Non-Executive Nominee Director |
February 06, 2025 |
Director to Non- Executive Director
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 ode 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 ndependent Directors
In compliance with the SEBI Listing Regulations, the Company has
implemented Familiarization Programmes for Independent Directors. This programme is
designed to acquaint them with their roles, rights, and responsibilities as Directors, as
well as provide insights into the Company's operations, industry landscape, and
business model. Details of the Familiarization Programme are provided in the Corporate
Governance Report, which forms part of the Annual Report. The same is also available on
the Company's website and can be accessed at: https://epackdurable.com/
code-and-policies/.
c) Separate Meeting of Independent Directors
In compliance with Schedule IV of the Act and
Regulation 25(3) of SEBI Listing Regulations, a separate meeting of the
Independent Directors was held on March 05, 2025. The meeting was conducted without the
presence of Non-Independent Directors and Members of Management, enabling unrestricted
discussions and independent performance evaluation of Non-Independent Directors and the
Board as whole; of the Chairperson of the Company, considering the views of Executive and
Non-Executive Directors and discussed the quality, quantity and timeliness of information
flowing from the management to the Board.
29. Board and Director's Evaluation
The Board of Directors has carried out an annual evaluation of its own
performance, board committees, and individual directors pursuant to the provisions of the
Act and SEBI Listing Regulations. The performance of the Board was evaluated by the Board
after seeking inputs from all the directors on the basis of criteria such as the board
composition and structure, effectiveness of board processes, information and functioning,
etc The above criteria are broadly based on the Guidance Note on Board Evaluation issued
by the Securities and Exchange Board of India. In a separate meeting of Independent
Directors, performance of Non-Independent Directors, the Board as a whole and Chairman of
the Company was evaluated, taking into account the views of Executive and Non-Executive
Directors. At the Board meeting that followed the meeting of the Independent Directors,
the performance of the Board, its committees, and individual directors was also discussed.
Performance evaluation of Independent Directors was done by the entire Board. The Board
members expressed satisfaction with the evaluation process, reaffirming its effectiveness
in assessing governance, decision-making, and strategic oversight.
30. Auditors & Auditor's Report
(a) Statutory Auditors
M/s Deloitte Haskins & Sells, Chartered
Accountants (Firm registration No. 015125N) were appointed as Statutory
Auditors of the Company at the Annual General Meeting held on November 26, 2021, for a
term of five consecutive years. The Auditors have confirmed that they are not disqualified
from continuing as the Auditors of the Company.
The Independent Auditors Report given by the Auditors on the Financial
Statement (Standalone and Consolidated) of the Company forms part of this Annual Report.
There has been no qualification, reservation, adverse remark or disclaimer. The Notes to
the financial statements referred in the Auditors' Report are self-explanatory and do
not call for any further comments.
(b) Secretarial Auditors
M/s Shirin Bhatt & Associates, Practicing
Company Secretaries, conducted Secretarial
Audit of the Company for the financial year
2024-25. The Secretarial Audit Report for the financial year ended
March 31, 2025, is annexed and marked as Annexure II to this Report. The
Secretarial Audit Report does not contain any qualification, reservation, adverse remark
or disclaimer. Further, in compliance with Regulation 24A of the SEBI Listing Regulations
and Section 204 of the Act, the Board at its meeting held on May 27, 2025 has approved the
appointment of M/s. SBYN & Associates LLP,
Company Secretaries, (Firm Registration No. L2025UP018500) as
Secretarial Auditors of the Company for a term of five consecutive years commencing from
Financial Year 2025-26 till Financial Year 2029-30, subject to approval of the members at
the ensuing AGM.
(c) Cost Auditors
In 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
TheCompanyiscommittedtoensuringthewell-being of its employees by
maintaining comprehensive welfare arrangements. The Company ensures that all statutory
dues including contributions to Provident Fund (PF), Employee State Insurance (ESI), and
Labour Welfare Fund (LWF), are duly remitted to the respective authorities by contractors.
To uphold compliance and transparency, the Company mandates that proof of such remittances
is submitted periodically, ensuring adherence to all regulatory requirements and
reinforcing its commitment to employee welfare.
Measures Taken to Motivate Employees
The Company believes that employee motivation and engagement are key
drivers of a positive workplace culture. To foster a sense of belonging and enthusiasm,
various initiatives were undertaken during the year, including:
Sports Activities: Organized EPACK Cricket League for employees,
promoting teamwork and engagement.
Skip-Level Meetings: Skip level meetings were organized
for better communication across the employees.
Employee Satisfaction Surveys: Periodic surveys are conducted to
gather employee feedback and assess satisfaction levels.
Learning & Development: Various trainings are
conducted on topics such as Intellectual Property Rights, Code of Conduct, Taxation,
Leadership, and Professional Development.
Employee Feedback session: Regular interactions are
conducted between employees and their Heads of Departments (HODs) to encourage open
communication and periodic reviews.
Festival Celebrations: Celebrations for festivals such as Holi,
Diwali, and New Year are organized across all locations to foster a festive, inclusive,
and engaging work environment.
Special Day Celebrations: Events such as Women's Day,
Environment Day, etc., are observed with special programs and training sessions. Sessions
on Prevention of Sexual Harassment (POSH) are also conducted to educate and empower
employees.
Personalized Birthday & Anniversary Celebrations:
Customized emails are sent to employees on their special days, followed by monthly
celebrations for birthdays and welcoming new joiners.
These initiatives reflect the Company's commitment to creating a
motivated, inclusive, and employee-centric work culture.
36. Particulars of Employees and Remuneration
The disclosures related to remuneration and other details of Directors
and employees, as mandated under Section 197(12) of the Act, read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided
in Annexure-VI, which forms an integral part of this report.
37. Director's Appointment and Remuneration Policy
The Company has implemented a comprehensive Nomination and Remuneration
Policy for the appointment and remuneration of Directors, Key Managerial Personnel (KMP),
and Senior Management. This policy outlines the criteria for determining qualifications,
positive attributes, independence of Directors, and other matters as specified under
Section 178(3) of the Act.
As per the policy, any proposed appointment of Director, KMP, or Senior
Management personnel is reviewed and recommended by the Nomination and Remuneration
Committee before approval.
The policy also includes provisions related to the appointment,
removal, and remuneration of Directors, KMP, and Senior Management employees. There were
no changes in the policy during the year. It is available on the Company's website
and can be accessed at: https://epackdurable.com/ code-and-policies.
38. Disclosures under Sexual Harassment of Women at Workplace
(Prevention,
Prohibition & Redressal) Act 2013 Read with
Rules (POSH)
During the Financial Year under review there has no complaints under
POSH: a. Number of complaints received by the Internal Complaint Committee during
Financial
Year 2024-25: NIL b. Number of complaints disposed of during
Financial Year 2024-25: NA c. Number of complaints pending as on end of
the Financial Year 2024-25: NA
39. Reporting of Fraud By auditors
The Company confirms that no instances of fraud have been reported by
the Statutory Auditors or Internal Auditors under Section 143(12) of the Companies Act,
2013 and the relevant rules. No such reports have been made to the Audit Committee, Board
of Directors, or the Central Government, reinforcing the Company's strong internal
control mechanisms and ethical business practices.
40. Compliance of Applicable Secretarial
Standard
The Company has complied with all applicable Secretarial Standards
issued by the Institute of Company Secretaries of India (ICSI), as mandated under the
Companies Act, 2013.
These include:
Secretarial Standard-1 (SS-1) on Meetings of the
Board of Directors
Secretarial Standard-2 (SS-2) on
General Meetings
The Company ensures adherence to these standards to promote good
governance practices and maintain transparency in corporate affairs.
41. Directors Responsibility Statement:
In terms of Section 134(5) of the Act, your Directors hereby confirm
that: i. in 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.
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For and on behalf of the Board of Directors |
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For EPACK Durable Limited |
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Sd/- |
Sd/- |
|
Bajrang Bothra |
Ajay DD Singhania |
| Date: May 27, 2025 |
Chairman & Whole Time Director |
Managing Director & CEO |
| Place: Noida |
DIN: 00129286 |
DIN: 00107555 |
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