The Directors take pleasure in presenting the 4^th Annual Report on the business and operations of your Company along with the audited standalone financial statements for the year ended March 31, 2023. The consolidated performance of the Company and its subsidiary and associate has been referred to wherever required.

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

The Company’s financial results are as under:

2. OVERVIEW AND STATE OF COMPANY'S AFFAIRS

With the expected positive momentum in the Indian economy, your Company is focused on growth and achieving profitability along with a renewed commitment to customer service. Innovations, investment and positive modifications are expected in the near future, boosting your Company's revenue. Together with forward looking strategy, your Company is also focusing extensively on expanding the business and operational improvements through various strategic projects for operational excellence.

This year has been a significant year from the growth perspective of the Company. 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”.

3.    DIVIDEND

The Board of Directors have not recommended any Dividend for the financial year 2022 - 2023.

The Board of Directors of your Company had approved and adopted the Dividend Distribution Policy containing all the necessary details as required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “SEBI Listing Regulations”) at Board meeting held on August 7, 2023. The said policy forms part of Annual Report as ANNEXURE-I and is also available on the website at www.epackdurable.com

4.    TRANSFER TO RESERVES

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

5.    SHARE CAPITAL STRUCTURE

a. Authorised Capital

The Company at Extra-Ordinary General Meeting dated August 12, 2022 increased the Authorised Capital of the Company from Rs. 90,00,00,000/- (Indian Rupees Ninety Crore only) consisting of 7,00,00,000 (Seven Crore) Equity Shares of Rs. 10/- (Indian Rupees Ten only) each and 2,00,00,000 (Two Crore) Preference Shares of Rs. 10/- (Indian Rupees Ten only) each, to Rs. 101,10,00,000/- (Indian Rupees One Hundred One Crore Ten Lakh only) consisting of 7,00,00,000 (Seven Crore) Equity Shares of Rs. 10/- (Indian Rupees Ten only) each, 2,00,00,000 (Two Crore) Preference Shares of Rs. 10/- (Indian Rupees Ten only) each and 1,11,00,000 (One Crore Eleven Lakh) Series A Preference Shares of Rs. 10/- (Indian Rupees Ten only) each.

Further, after the close of financial year, at the Extra-Ordinary General Meeting held on June 13, 2023, the authorized share capital of the Company was increased from Rs.

101.10.00. 000/- (Indian 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/- (Indian Rupees Ten only) each and 1,11,00,000 (One Crore Eleven Lakh) Series A Preference Shares of Rs. 10/- (Indian Rupees Ten only) to Rs. 1,36,10,00,000/- (Indian 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/- (Indian Rupees Ten only) each and 1,11,00,000 (One Crore Eleven Lakh) Series A Preference Shares of Rs. 10/- (Indian Rupees Ten only) each.

b. Employee Stock Option Plan

Your Company has adopted the EPACK Employee Stock Option Scheme 2023 (“ESOP Scheme”) pursuant to resolutions passed by the Board on July 13, 2023, and by Shareholders on July 29, 2023. The objective of the ESOP Scheme is (i) to create a sense of ownership among employees and incentivise long term focus, (ii) to motivate and retain talent within the organization; and (iii) to reward key employees for their performance. The aggregate number of Equity Shares which may be issued under the ESOP Scheme shall not exceed 2% of the paid-up capital of the Company as on March 31, 2023. The ESOP Scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Pursuant to the ESOP Scheme, Your Company has granted 983,863 options to the eligible employees during Fiscal 2024. The following table sets forth the particulars of the ESOP Scheme as on the date of this Report:

c. Conversion of Compulsorily Convertible Preference shares

During the year under review, your Company has not converted compulsorily convertible preference share into equity shares.

Also, during the period under review, your Company has not bought back any of its securities / has not issued any sweat equity shares / has not Issued any Bonus shares, except as stated above has not provided any Stock Option Scheme to its employees, and has not issued any equity shares with differential rights.

6. INVESTOR EDUCATION AND PROTECTION FUND

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

7.    DEPOSITS

During the year under review, your Company has not accepted any deposits from the public under Section 73 and 76 of the Act and rules made thereunder and no amount of principal or interest was outstanding as at the end of Financial Year 2022-23. There were no unclaimed or unpaid deposits lying with your Company.

8.    CHANGE IN THE NATURE OF BUSINESS

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

9.    CONSOLIDATION OF FINANCIALS

In compliance with provisions of Section 129 (3) of the Companies Act, 2013 read with Companies Accounts) Rules, 2014, Your Company has prepared Consolidated Financial Statements as per the 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. Further, a statement containing salient features of the financial statements of the subsidiary Company and Associate Company is disclosed separately and forms part of this Annual Report.

10.    SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIESa) ECPL

EPACK Components Private Limited (“ECPL”) is a 100% Subsidiary of your Company.

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

ECPL reported a profit of Rs. 207.19 lakhs in F.Y. 2022-23 (previous year: Rs. 92.03 Lakhs). b. EPAVO

Epavo Electricals Private Limited (“Epavo”) became an Associate w.e.f. July 22, 2022, of your Company during the Fiscal year 2022-23

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 reported a loss of Rs. 416.46 lakhs in F.Y. 2022-23.

INVESTMENT IN EPAVO

Pursuant to the agreement dated August 25, 2020 (the “Agreement”), entered into between Ram Ratna Wires Limited (“RRWL”) and Ennov Techno Tools Private Limited (“Ennov”), RRWL and Ennov agreed to jointly set up a joint venture company, Epavo Electricals Private Limited (“EPAVO”), 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.

Pursuant to the share purchase agreement dated May 19, 2022, executed between Ennov and your Company, your Company purchased 1,042,600 equity shares of EPAVO from Ennov for

which a total consideration of Rs. 10,426,000/- was paid. Pursuant to this agreement, your Company acquired 26.00% of the total paid-up equity share capital of EPAVO. In connection with the purchase of these equity shares of EPAVO, your Company entered into the deed of adherence dated July 16, 2022 (the “Deed of Adherence”), with EPAVO, RRWL and Ennov. Under the Deed of Adherence, your Company undertook to be bound by the duties and obligations upon the parties to the Agreement and to assume, observe and perform the terms, covenants and undertakings set out in the Agreement.

There were no other Companies which became or ceased to be its Subsidiaries, joint ventures or associate companies during the year.

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

None of the above named Subsidiary and Associate declared any Dividend during the Financial Year 2022-23.

The Company’s Policy for determining Material Subsidiaries is available on the website of the Company and can be accessed at www.epackdurable.com

11.    PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186

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

12.    RELATED PARTY TRANSACTION

All related party transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained which are foreseen and are repetitive in nature. Further, any related party transactions which are in ordinary course and at arm’s length are also placed before the Board for approval.

During the year your Company entered into related party transactions which are in the ordinary course of business and are on arm’s length basis, therefore, disclosure in Form AOC-2 is not applicable.

For details on Related Party Transactions, you may refer Notes to financial statements forming part of the Annual Report.

13.    MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed in the Board Report, in the opinion of the Board, 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 of your Company to which the financial statements relate and the date of the report.

Your Company converted from private to public limited company as detailed in this Report and is planning to go for the initial public offer and in this regard, your Company has filed its Draft Red Herring Prospectus dated August 11, 2023 on August 12, 2023 with Securities and Exchange Board of India, the BSE Limited and National Stock Exchange of India Limited.

14.    CORPORATE GOVERNANCE REPORT

Your Company strives to ensure that best corporate governance practices are identified, adopted and consistently followed. Your Company believes that good governance is the basis for sustainable growth of the business and for enhancement of stakeholder value. A detailed report on corporate governance forms an integral part of Annual Report and is set out as separate section therein.

15.    SCHEME OF AMALGAMATION

Your Company has filed a scheme of arrangement (the “Scheme”) under Sections 230-232 and other applicable provisions of the Companies Act, 2013, read with Section 2(1B) and other applicable provisions of the Income Tax Act, 1961, for the merger of EPACK Components Private Limited (“ECPL”), wholly-owned Subsidiary, into your Company, before the NCLT, Allahabad (“NCLT”), on May 13, 2022. It was further amended vide the revised scheme of amalgamation filed on December 9, 2022, which was approved by your Board on November 25, 2022. Subsequently, pursuant to the increase in the authorised share capital of your Company and the conversion of your Company into a public limited company, your Company filed a revised scheme of amalgamation on July 18, 2023.

The Scheme was proposed with the objectives of, amongst others, (i) aligning and consolidating the business activities of ECPL and your Company, thereby resulting in efficient management of both businesses, and cost reduction, profitability, and long-term shareholder value; (ii) pooling the assets, proprietary information and managerial and technical resources of ECPL and your Company, contributing towards a stronger brand presence in the area of manufacturing electronic durables; and (iii) simplifying the group and management structure, leading to better administration and more focussed operational efforts. The appointed date for the Scheme, i.e., the date with effect from which the Scheme will be operative and ECPL will stand amalgamated into your Company, is April 1, 2022, or such other date as approved by the NCLT. With effect from the appointed date, the entire business of ECPL, including its assets and properties (such as its plant and machinery, equipment, residential and other premises, trade and service names and marks, patents, goodwill, etc.) shall stand transferred to your Company.

The Scheme is currently pending approval by the NCLT.

16.    BOARD OF DIRECTORS, ITS COMMITTEES AND MEETINGS THEREOF

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. The details of Board of Directors is provided later in the Report. The Board provides strategic guidance and direction to your Company in achieving its business objectives and protecting the interest of the stakeholders. Your Board is also supported by Statutory Committees viz. Audit Committee, Nomination & Remuneration Committee, Risk Management Committee, CSR Committee, Stakeholders’ Relationship Committee, Executive Committee and

I.P.O Committee of Board of Directors.

Atleast one meeting of the Board of Directors is held in each quarter. 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 is prepared and circulated in advance to the Directors. The Board of Directors of your Company met 12 (twelve) times during the Financial Year 202223 on the dates as mentioned in “Corporate Governance Report” annexed hereto.

Details of attendance of Directors at Board Meetings of your Company held during the year under review are as follows:

*Mr. Vibhav Niren Parikh was appointed as Nominee Director with effect from September 7, 2022 and Mohammad Lateef Choudhary resigned from the Directorship effective from May 31,2023

The necessary quorum was present in all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Companies Act, 2013.

An update on the Board & its Committees, composition thereof, number of meetings held during Financial Year 2022-23 and attendance of the Directors at such meeting is provided in the Report on Corporate Governance.

Further, considering the Company was converted into Public Company and was also going for its initial public offering, therefore, the Board was reconstituted to ensure compliance with the Companies Act, 2013, along with the rules made thereunder, each as amended, along with the corporate governance requirements under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. Consequently, on July 29, 2023, Mr. Jyotin Kantilal Mehta, Mr. Kailash Chandra Jain, Mr. Krishnamachari Narasimhachari, Ms. Priyanka Gulati, Mr. Sameer Bhargava, Mr. Shashank Agarwal were appointed as Independent Directors for a term of three years with effect from July 29, 2023.

17. APPOINTMENT AND DECLARATION OF INDEPENDENT DIRECTOR OF THE COMPANY

During the Financial Year under review, no Independent Director had been appointed on the Board.

As on date of this report, the Board of your Company comprises of 12 (Twelve) Directors, out of which 10 (Ten) Directors are Non-Executive Directors and 6 (Six) out of 10 (Ten) Non-Executive Directors are Independent Directors. All the Independent Directors are appointed on the Board of your Company in compliance with the applicable provisions of the Companies Act, 2013. Your Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of Independence under sub-section (6) of section 149 of the Act and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Following individuals have been appointed as Independent Directors with effect from July 29, 2023:

1.    Mr. Jyotin Kantilal Mehta (DIN: 00033518)

2.    Mr. Krishnamachari Narasimhachari (DIN: 07409731)

3.    Mr. Kailash Chandra Jain (DIN: 08874667)

4.    Ms. Priyanka Gulati (DIN: 07087707)

5.    Mr. Sameer Bhargava (DIN: 07115063)

6.    Mr. Shashank Agarwal (DIN: 00316141)

Separate Meeting of Independent Directors

Pursuant to Schedule IV to the Act and SEBI Listing Regulations no meeting of Independent Directors was held during the year as no independent Director was on the Board of the Company during the Financial Year.

Directors Liable to Retire by Rotation

In accordance with the provisions of the Act, not less than 2/3rd (Two-third) of the total number of Directors (other than Independent Directors) shall be liable to retire by rotation. Accordingly, pursuant to the Act read with Articles of Association of your Company, Mr. Bajrang Bothra (Chairman & Whole-time Director), Mr. Ajay DD Singhania (MD & CEO), Mr. Sanjay Singhania (Non-Executive Director) and Mr. Laxmi Pat Bothra (Non-Executive Director) are liable to retire by rotation and, shall be eligible, to offer themselves for re-appointment at the Annual general meetings of the Company.

Further, Mr. Ajay DD Singhania and Mr. Bajrang Bothra, were appointed as first Directors of the Company on April 20, 2019 thereby have been longest in office.

Pursuant to Section 152 of the Companies Act, 2013, one of the said Directors shall retire by rotation and be eligible for re-appointment at the ensuing Annual General Meeting. Therefore, pursuant to mutual understanding between the said Directors, Mr. Ajay DD Singhania will retire by rotation at the ensuing Annual General Meeting and has offered himself for re-appointment.

18. COMMITTEES OF THE BOARDa) AUDIT COMMITTEE

Your Company has a duly constituted Audit Committee in line with the provisions of the Companies Act, 2013. During the year under review, the Audit Committee was re-constituted on September 07, 2022 with Mr. Vibhav Niren Parikh and Mr. Ajay DD Singhania as members.

As on March 31, 2023, the Committee comprised of 2 (Two) executive Director viz. Mr. Bajrang Bothra, Mr. Ajay DD Singhania and 2 (Two) Non-Executive Director viz. Mr. Nikhil Mohta and Mr. Vibhav Niren Parikh.

All members of Audit Committee are financially literate.

The Audit Committee met 8 (Eight) times during the financial year 2022-23 on the dates as mentioned in “Corporate Governance Report” annexed hereto.

Further, after the closure of financial year, the Board has re-constituted the Audit Committee on July 29, 2023 in accordance with the requirement of Companies Act, 2013 and other applicable provisions with Mr. Jyotin Kantilal Mehta as its Chairperson. The Committee comprises of the following six Directors as on the date of this report:

All members of Audit Committee are financially literate and four members have financial management expertise.

During the year under review, the Board has accepted all recommendation made by the Audit Committee of the Company.

The terms of reference of Audit Committee is enumerated under the “Corporate Governance Report” annexed hereto.

b) NOMINATION AND REMUNERATION COMMITTEE

Your Company had not constituted Nomination and Remuneration committee during the Fiscal year 2022-23.

After the closure of financial year, the Nomination and Remuneration Committee has been constituted by the Board at its Meeting held on July 29, 2023. As on date of this report, the Committee comprises of 1 (One) Non-executive Director viz. Mr. Sanjay Singhania and 3 (three) Independent Directors viz. Mr. Sameer Bhargava, Mr. Jyotin Kantilal Mehta, Ms. Priyanka Gulati. Considering the said Committee has been recently constituted, therefore, the relevant compliances of Section 178 of the Companies Act, 2013 shall be complied in due course.

As on date of this report, this Committee comprises of the following Directors:

Till the date of this report, no meeting of the Nomination and Remuneration Committee was held.

The terms of reference of Nomination and Remuneration Committee is enumerated under the “Corporate Governance Report” annexed hereto.

c) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Your Company had not constituted Corporate Social Responsibility Committee during the Fiscal year 2022-23.

After the closure of financial year, your Company has constituted the Corporate Social Responsibility (“CSR”) Committee as per provisions u/s 135 of the Companies Act, 2013. This Committee looks after the functions as enumerated u/s 135 of the Companies Act, 2013.

As on date of this report, this Committee comprises of the following Directors:

Till the date of this report, no meeting of the CSR Committee was held.

The terms of reference of said Committee is enumerated under the “Corporate Governance Report” annexed hereto.

d) STAKEHOLDER RELATIONSHIP COMMITTEE

Your Company had not constituted Stakeholder Relationship Committee during the Fiscal year 2022-23.

After the closure of financial year, the Stakeholders Relationship Committee ("SRC”) has been constituted by the Board at its Meeting held on July 29, 2023. As on date of this report, the Committee comprises of 1 (One) executive Director viz. Mr. Bajrang Bothra and 3 (three) nonexecutive Directors viz. Mr. Krishnamachari Narsimhachari, Mr. Laxmi Pat Bothra, Mr. Vibhav Niren Parikh.

As on date of this report, this Committee comprises of the following Directors:

The Stakeholder Relationship Committee looks into the redressal of the shareholders complaints in respect of any matter including transfer of shares, non -receipt of annual report, non -receipt of declared dividend etc.

Till the date of this report, no meeting of the SRC Committee was held.

The terms of reference of said Committee is enumerated under the “Corporate Governance Report” annexed hereto.

e) RISK MANAGEMENT COMMITTEE

Your Company had not constituted Risk Management Committee during the Fiscal year 2022-23.

After the closure of financial year, the Risk Management Committee has been constituted by the Board at its Meeting held on July 29, 2023. As on date of this report, the Committee comprises of 2 (Two) Executive Directors viz. Mr. Bajrang Bothra and Mr. Ajay DD Singhania and 4 (Four) Nonexecutive Directors viz. Mr. Krishnamachari Narsimhachari, Mr. Kailash Chandra Jain, Mr. Sameer Bhargava and Mr. Vibhav Niren Parikh and 1 (one) President-Manufacturing & operations.

The Risk Management Committee is responsible for inter-alia, identification of internal and external risks, mitigation plans, business continuity plans etc.

Till the date of this report, no meeting of the Risk Management Committee was held.

The terms of reference of said Committee is enumerated under the “Corporate Governance Report” annexed hereto.

f) EXECUTIVE COMMITTEE

Your Board has constituted the Executive Committee at Board meeting held on May 31, 2023, which undertakes matter related to day to day affairs of your Company. The composition of the Executive Committee is as follow:

Till the date of this report, no meeting of Executive Committee has been held.

g) IPO COMMITTEE

Your Board has constituted the IPO Committee, at Board meeting held on May 31, 2023, which undertakes matter related to Initial Public Offer of your Company. The composition of the IPO Committee is as follows:

Two meetings of IPO Committee has been held during the Fiscal year 2023-24 on August 5, 2023 and August 11, 2023.

19.    KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to the provisions of Section 203 of the Companies Act, 2013, during the Fiscal year 202223, the KMPs of the Company are Mr. Bajrang Bothra, Mr. Ajay DD Singhania, Mr. Rajesh Kumar Mittal, Mohammad Lateef Choudhary, Mohammad Kaishulla, Mr. Arup Dey, and Mr. Nandkishore Shivprasad Khandelwal and there was no change during the financial year under review.

After the closure of Financial Year, the following appointments and resignations were made in the KMPs:

The Board of Directors of your Company at their meeting held on May 31, 2023 has appointed Ms. Esha Gupta (Membership No.: A23608) as Company Secretary & Compliance officer w.e.f. May 31, 2023 after resignation of Mr. Rajesh Kumar Mittal from the post of Company Secretary.

Mr. Bajrang Bothra (DIN: 00129286) Chairman of the Company has been appointed as Whole Time Director of your Company at the Extra Ordinary General Meeting held on June 13, 2023.

The term of Mr. Ajay DD Singhania (DIN: 00107555) as Managing Director of your Company was ratified by the shareholders at the Extra Ordinary General Meeting held on June 13, 2023.

Also, following personnel who were previously designated as KMP of the Company, has been redesignated as Senior Management with effect from August 7, 2023:

1.    Mohammad Lateef Choudhary

2.    Mohammad Kaishulla

3.    Mr. Arup Dey

4.    Mr. Nandkishore Shivprasad Khandelwal

20.    CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

Your Company is committed to conduct its business in a socially responsible, ethical and environmental friendly manner and to continuously work towards improving quality of life of the communities in its operational areas.

The Board of your Company administered the CSR operations during the Fiscal year 2022-23.

Your Company has a duly constituted CSR Committee during the Fiscal year 2023-23, which is responsible for fulfilling the CSR objectives of your Company. The composition of CSR committee is as stated elsewhere in this report.

21.    CSR POLICY

The Board of Directors has adopted a CSR policy in line with the provisions of the Companies Act, 2013. The CSR Policy of your Company lays down the philosophy and approach of your Company towards its CSR commitment. The CSR policy, inter-alia, deals with the objectives of the Company’s CSR initiatives, its guiding principles, thrust areas, responsibilities of the CSR Committee, implementation plan and reporting framework. The thrust areas of the Company’s CSR activities and some of the key initiatives during the year under review are as under:

1.    District Fund Foundation

2.    Shree Marwari Databya Aushadhalaya

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

22.    VIGIL MECHANISM POLICY

The Company has a Vigil Mechanism Policy which provides a vigil mechanism for dealing with instances of fraud and mismanagement. The Vigil Mechanism Policy has also been uploaded on the website of the Company at www.epackdurable.com.

23.    RISK MANAGEMENT

While the business risk associated with operating environment, ownership structure, Management, System & Policy, the financial risk lies in Asset Quality, Liquidity, Profitability and Capital Adequacy. Your company recognizes these risks and makes best effort to mitigate them in time and ensure that the Company accepts risks based on the risk appetite of the organisation. Risk Management is also an integral part of your Company’s business strategy.

Your Company’s management monitors and manages key financial risk relating to operations by analysing exposures by degree and magnitude of risk. The risks include credit risk, liquidity risk, interest rate risk and inflation risk. Your Board of Directors has overall responsibility for the establishment and oversight of our risk management framework.

24.    CREDIT RATING

Your Company has received a long-term rating of [ICRA] A- (stable) and the short-term rating of [ICRA] A2+ from ICRA Limited.

25.    ADEQUACY OF INTERNAL CONTROLS SYSTEMS AND COMPLIANCE WITH LAWS

Your Company has an adequate 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 unauthorised use or losses, compliance with applicable laws and regulations, accuracy and completeness of the accounting records, timely preparation of reliable financial information. Your Company has an independent internal audit function supported by dedicated outsourced teams. 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.

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

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

27.    ANNUAL RETURN

The Annual Return of your Company for the FY 2022-23 shall be placed on the website at www.epackdurable.com and the Annual Return for the FY 2021-22 is available on the website.

28.    AUDITORS & AUDITORS' REPORTa)    Statutory Auditors

M/s Deloitte Haskins and Sells, Chartered Accountants (FRN No- 015125N) were appointed as Statutory Auditors of Your Company to hold office from the conclusion of 2^nd Annual General Meeting until the conclusion of the 7^th Annual General Meeting.

b)    Statutory Auditors' Report

Auditors’ observations are self-explanatory, which do not call for any further clarifications. There has been no qualification, reservation or adverse remarks made by the Auditor in their report for the financial year ended March 31, 2023. The Auditor’s Report is unmodified i.e. it does not contain any qualification.

c)    Internal Auditors

Pursuant to the provision of Section 138 of the Companies Act, 2013 has mandated the appointment of Internal Auditor in the Company. Accordingly, M/s Ernst & Young LLP, Chartered Accountants, were appointed as Internal Auditors of the Company for the financial year 2022-23.

d)    Cost Audit & Cost Auditors

In terms of the Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost accounting records and get them audited every year. Accordingly, such cost records are made, maintained and audited.

The Board of Directors appointed M/s Cheena & Associates, Delhi (Regn. No. 000397) as Cost Auditors to audit the cost accounts of Your Company for the Financial Year 2023-24. In terms of the provisions of Section 148 of the Companies Act, 2013. As per the requirements of the said section, remuneration payable to the Cost Auditors is required to be ratified by the shareholders at the General Meeting. Accordingly, resolution ratifying the remuneration payable to M/s Cheena & Associates forms a part of the Notice convening the 4^th Annual General Meeting.

e)    Secretarial Auditor & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your Company at their meeting held on February 8, 2022 had appointed M/s. Shirin Bhatt & Associates, a practicing Company Secretary firm (Firm Registration No. S2011DE162600) to conduct the Secretarial Audit of your Company for the financial year 2022 - 23.

The Company has annexed to this Board Report as ANNEXURE-III, the Secretarial Audit Report given by the Secretarial Auditor.

The Secretarial Audit report does not contain any qualification, reservation or adverse remark.

29.    CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 134(3)(m) is given in ANNEXURE-IV to this report.

30.    HUMAN RESOURCES

People remain the most valuable asset of your Company. Your Company follows a policy of building strong teams of talented professionals. Your Company continues to build on its

capabilities in getting the right talent to support different products and geographies and is taking effective steps to retain the talent. It has built an open, transparent culture to nurture this asset.

Your Company recognizes people as its most valuable asset and Your Company has kept a sharp focus on Employee Engagement. Your Company’s Human Resources is commensurate with the size, nature and operations of Your Company. As on March 31, 2023, your Company had 586 permanent employees on its payroll and engaged 2644 contract labourers.

Your Company train employees to increase operational performance, improve productivity and maintain quality and safety compliance standards. Your Company attach significant importance to employees’ health and safety at work as it emphasize that safe business and manufacturing measures minimise operational risks. Your Company’s performance management initiatives are focused on increasing alignment between individual and organizational goals and taking regular feedback to facilitate interaction between new employees and senior management.

Company’s Industrial Relations continued to be harmonious during the period under review.

31.    DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES

Your Company has always believed in providing a safe and harassment free workplace for every women 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 in place a policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of women employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. . The Company has complied with provisions relating to the constitution of Internal Complaints Committee (the “ICC”) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

The Company has not received any complaint of sexual harassment during the year under review.

32.    REPORTING OF FRAUD BY AUDITORS

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

33.    CHANGES IN MEMORANDUM OF ASSOCIATION

Following key changes have been made in the Memorandum of Association of Your Company during the financial year 2022-23 and till the date of writing this report:

34.    COMPLIANCE OF APPLICABLE SECRETARIAL STANDARD

During the financial year under review, your Company has duly complied with all the applicable

Secretarial Standards issued by the Institute of Company Secretaries of India.

35.    DIRECTORS RESPONSIBILITY STATEMENT

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 31st March, 2023, 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 31st March, 2023, 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.

36.    DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY ANDBANKRUPTCY CODE, 2016

The Company is not required to make any disclosure or reporting as there were no application

made or proceeding pending under Insolvency and Bankruptcy Code, 2016.

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

During the financial year 2022-23, 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.

ACKNOWLEDGMENT

Your Directors wish to express their sincere appreciation for the support and cooperation, which the Company continues to receive from its clients, Banks, Government Authorities, Financial Institutions and associates and are grateful to the shareholders for their continued support to the Company. Your Directors place on record their appreciation for the contributions made and the efforts put in by the management team and employees of the Company at all levels.