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Eppeltone Engineers Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 268.39 Cr. P/BV 3.17 Book Value (Rs.) 65.28
52 Week High/Low (Rs.) 268/160 FV/ML 10/1000 P/E(X) 24.49
Bookclosure EPS (Rs.) 8.46 Div Yield (%) 0.00
Year End :2025-03 

Your director's take pleasure in presenting the Twenty Second Annual Report on
the business and operations of the company for the financial year ended on
March 31,2025.

FINANCIAL HIGHLIGHTS

The financial performance of your company for the year ending March 31,2025
is summarized below: Amount in Lacs

Particulars

As on 31.03.2025

As on 31.03.2024

a) Total revenue

12573.88

8004.18

b) Profit before Dep., tax and

1666.92

1241.31

Exceptional Items

c) Less: Dep.

129.86

76.90

d) Profit after dep. but before tax

1537.06

1164.41

and Exceptional Items

e) Exceptional Items

-

-

f) Profit before Tax

1537.06

1164.41

g) Less: Tax Expenses-

i) Current tax

382.00

317.88

ii) Tax for earlier years

27.30

-

iii) Deferred tax

31.86

-63.82

h) Profit for the year

1095.90

910.35

STATE OF COMPANY AFFAIRS

During the year, the financial performance of the company has improved as
reflected in its profits and loss accounts, and highlights of the company’s
performances for the financial year 2024-25 as compared to previous year
2023-24 are given below:-

• Total revenue is increased from Rs. 8004.18 Lacs to Rs. 12573.88 Lacs

• Profit before Tax is increased from Rs. 1164.41 Lacs to Rs. 1537.06 Lacs

• Net Profit after Tax is increased from Rs. 910.35 Lacs to Rs. 1095.90 Lacs
NUMBER OF MEETING OF BOARD OF DIRECTORS

(A) During the Financial Year 2024-25, the Company held Twenty-Nine board
meetings of the Board of Directors as per Section 173 of Companies Act, 2013
which is summarized below.

The provisions of Companies Act, 2013 were adhered to while considering the
time gap between two meetings.

No. of

Date of

Name of Directors and their attendance in each meeting

Meeting

Meeting

Mr. Rohit
Chowdha

ry

Mr. Deven
Chowdhary

Mrs. Reshu
Chowdhary

Mr.

Sandeep

Thukral

Ms. Jyoti
Bala

1.

16.04.2024

NA

NA

2.

19.04.2024

NA

NA

3.

27.04.2024

NA

NA

4.

29.04.2024

NA

NA

5.

09.05.2024

NA

NA

6.

13.06.2024

NA

NA

7.

19.06.2024

NA

NA

8.

22.06.2024

NA

NA

9.

03.07.2024

NA

NA

10.

06.07.2024

NA

NA

No. of

Date of

Name of Directors and their attendance in each meeting

Meeting

Meeting

Mr. Rohit
Chowdha

ry

Mr. Deven
Chowdhary

Mrs. Reshu
Chowdhary

Mr.

Sandeep

Thukral

Ms. Jyoti
Bala

11.

15.07.2024

NA

NA

12.

20.07.2024

NA

NA

13.

16.08.2024

No

No

14.

20.08.2024

No

No

15.

22.08.2024

No

16.

26.08.2024

17.

29.08.2024

No

No

18.

30.08.2024

No

No

19.

24.09.2024

No

No

20.

13.11.2024

No

No

21.

28.11.2024

No

No

22.

07.12.2024

No

No

23.

17.12.2024

No

No

24.

18.12.2024

25.

24.12.2024

26.

31.12.2024

No

No

27.

05.03.2025

No

No

28.

18.03.2025

No

No

29.

27.03.2025

No

No

Total no. of Meetings

29

29

29

3

4

attended by each
Director

(Twenty-

Nine)

(Twenty-

Nine)

(Twenty-

Nine)

(Th ree)

(Four)

(B) Company has also held following General Meetings During the year
2024-25:

Sr.

No.

General Meeting
Particulars

Date

No. of Members Present

1.

Annual General Meeting

30.09.2024

7

2.

Extra Ordinary General
Meeting

11.05.2024

7

3.

Extra Ordinary General
Meeting

25.06.2024

7

4.

Extra Ordinary General
Meeting

26.07.2024

7

5.

Extra Ordinary General
Meeting

27.08.2024

7

*** Note that both the Independent Directors (Mr. Sandeep Thukral and Ms.
Jyoti Bala) were appointed at the Board Meeting held on July 20, 2025, and
their attendance has been counted only from that date onwards.

COMMITTEES OF THE BOARD
Audit Committee

The company has complied with the provisions of section 177 of the
Companies Act, 2013, the company had constituted its audit committee in its
board meeting held on the July 20, 2024 and the detail of the composition of the
Audit committee along with their meetings held/attended is as follows:

Date of

Name of Committee Members and their
attendance in each meeting

Sr. No.

Meeting

Mr. Sandeep
Thukral

Ms. Jyoti Bala

Mrs. Reshu
Chowdhary

Designation

Chairman

Member

Member

i.

22.08.2024

V

V

V

2.

26.08.2024

V

V

V

3.

18.12.2024

V

V

V

4.

24.12.2024

V

V

V

Total no. of Meetings attended by
each Committee Members

Four (4)

Four (4)

Four (4)

The committee is vested with the following roles and responsibilities:

• the recommendation for appointment, remuneration and terms of
appointment of auditors of the company;

• review and monitor the auditor’s independence and performance, and
effectiveness of audit process;

• examination of the financial statement and the auditors’ report thereon;

• approval or any subsequent modification of transactions of the company
with related parties; ]

• scrutiny of inter-corporate loans and investments;

• valuation of undertakings or assets of the company, wherever it is necessary;

• evaluation of internal financial controls and risk management systems;

• monitoring the end use of funds raised through public offers and related
matters.

• any other responsibility as may be assigned by the board from time to time.
Nomination and Remuneration Committee

The company has complied with the provisions of section 177 of the
Companies Act, 2013, the company had constituted its Nomination and
Remuneration Committee in its board meeting held on the July 20, 2024 and
the company is having Nomination and Remuneration Committee comprising
of the following directors and there was no Committee meeting held during the
year:

Sr.

No.

Name

Status

Category

1.

Mr. Sandeep Thukral

Member

Independent Director

2.

Ms. Jyoti Bala

Member

Independent Director

3.

Mrs. Reshu Chowdhary

Member

Non-Executive Director

ROLE OF THE COMMITTEE:

• Formulate the criteria for determining qualification, positive attributes and
independence of a director

• Recommend to the board a policy relating to the remuneration of the
directors, key managerial personal and senior management personal or
other employees

• Formulation of criteria for evaluation of independent director and board

• Recommendation to board, appointment and removal of directors, KMP, and
senior management personal

• To carry out any other function as is mandated by the board from time to time
and /or enforced by any statutory notification, amendment or modification
as may be applicable

There were no pecuniary relationships or transactions of the non-executive
director’s vis a vis the Company. Non-Executive Independent Directors are paid
sitting fees for attending the board and committee meetings.

Role of Non-Executive/Independent Directors of the Company is not just
restricted to corporate governance or outlook of the Company, but they also
bring with them significant professional expertise and rich experience across
the wide spectrum of functional areas. The Company seeks their expert advice
on various matters from time to time. Hence, the compensation to the non-
executive/independent Directors are recommended.

Details of remuneration and sitting fees paid or provided to all the Directors
during the year ended March 31,2025 are as follows:

Name of Directors

Salary &
Perquisites

Sitting Fees

Commission

Total

Mr. Rohit Chowdhary
(Managing Director)

96,00,000

-

-

96,00,000

Mr. Deven Chowdhary
(Whole Time Director)

96,00,000

-

-

96,00,000

Mrs. Reshu Chowdhary
(Chairman-Non-Executive-
Women Director)

-

-

-

-

Mr. Sandeep Thukral
(Independent Director)

-

60,000

-

60,000

Ms. Jyoti Bala
(Independent Director)

-

68,000

-

68,000

The Company pays remuneration by way of salary, perquisites and allowances
(fixed component), incentive remuneration and/or commission (variable
components) to its Executive Directors within the limits prescribed under the
Companies Act, 2013 and approved by the shareholders.

There is no separate provision for payment of severance fees under the
resolutions governing the appointment of Chairman and Managing Director.

The Company has not granted any stock options to the Executive Directors or
Employees of the Company as on March 31,2025.

The aforesaid Executive Director, so long as they function as such shall not be
entitled to any sitting fees for attending any meetings of board of committees
thereof.

The aforesaid independent directors are given sitting fees as per there
attendance in the board meetings and committee meeting held during the FY.
2024-25

The Shareholding of Directors as on March 31,2025 is as under:

Sr. No.

Name of Director

Shareholding

Percentage

1

Mr. Rohit Chowdhary
(Managing Director)

5127540

53.83%

2

Mr. Deven Chowdhary
(Whole Time Director)

2804000

29.44%

3

Mrs. Reshu
Chowdhary
(Chairman-Non¬
Executive- Women
Director)

19930

0.21%

4

Mr. Sandeep Thukral

(Independent

Director)

Nil

-

5

Ms. Jyoti Bala
(Independent
Director)

Nil

-

The Company has two Independent Directors, who held one meeting during the
year, the details of which are summarized below :.

Details of independent director’s committee meetings

Sr. No.

Date of Meeting

Name of Committee Members and their
attendance in each meeting

Mr. Sandeep Thukral

Ms. Jyoti Bala

1.

11.02.2025

V

Total no. of Meetings
Committee Members

attended by each

1 (One)

1 (One)

Stakeholders Relationship Committee

The company has complied with the provisions of section 178 of the
Companies Act, 2013, the company had constituted its Stakeholders
Relationship Committee in its board meeting held on the July 20, 2024 and the
company is having Stakeholders Relationship Committee comprising of the

Sr.

No.

Name

Status

Category

1.

| Ms. Jyoti Bala

Member

Independent Director

2.

| Mrs. Reshu Chowdhary

Member

Non-Executive Director

3.

| Mr. Deven Chowdhary

Member

Whole Time Director

This Committee supervises all grievances of Shareholders and investors and its
terms of reference include the following:

• Redressing of shareholders and investor complaints such as non-receipt of
declared dividend, annual report, transfer of Equity Shares and issue of
duplicate/split/consolidated share certificates;

• Monitoring transfers, transmissions, dematerialization, re-materialization,
splitting and consolidation of Equity Shares and other securities issued by
our Company, including review of cases for refusal of transfer/transmission
of shares and debentures;

• Reference to statutory and regulatory authorities regarding investor
grievances;

• To otherwise ensure proper and timely attendance and redressal of investor
queries and grievances;

• And to do all such acts, things or deeds as may be necessary or incidental to
the exercise of the above powers.

Initial Public Offer Committee

The company has complied with the provisions of section 23 of the Companies

Act, 2013, the company had constituted its Initial Public Offer Committee in its

board meeting held on the July 20, 2024 and the company is having Initial

Public Offer Committee comprising of the following directors:

Sr.

No.

Name

Status

Category

1.

Mr. Rohit Chowdhary

Member

Managing Director

2.

Mr. Deven Chowdhary

Member

Whole Time Director

3.

Mrs. Reshu Chowdhary

Member

Non-Executive Director

Corporate Social Responsibility Committee

In compliance with the provisions of section 135 of the Companies Act, 2013,
the company had constituted its Corporate Social Responsibility Committee in
its board meeting held on the July 20, 2024 and the company is having
Corporate Social Responsibility Committee comprising of the following
directors:

Sr.

No.

Name

Status

Category

1.

Mr. Rohit Chowdhary

Member

Managing Director

2.

Mr. Deven Chowdhary

Member

Whole time Director

3.

Ms. Jyoti Bala

Member

Independent Director

The CSR shall consider the permissible CSR activities are activities
relating to,

• eradicating extreme hunger and • employment enhancing vocational

poverty skills

• promotion of education • social business projects

• Promoting gender equality and • contribution to the Prime

empowering women Minister's National Relief Fund or

any other fund set up by the

• Reducing child mortality and

Central Government or the State

improving maternal health

Govemments for socio-economic

• combating human development and relief and funds

immunodeficiency virus, acquired for the welfare of the Scheduled

immune deficiency syndrome, Castes, the Scheduled Tribes,

malaria and other diseases other backward classes,

minorities and women

• ensuring environmental

sustainability • such other matters as may be

prescribed

To the best of our knowledge and belief and according to the information
and explanations obtained by us, your Directors make the following
statements in terms of Section 134(3)(c) of the Companies Act, 2013:

• that in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;

• they had 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;

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

• they had prepared the annual accounts on a going concern basis.

• Company being unlisted sub clause (e) of section 134(3) is not applicable.

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

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the Companies
Act, 2013, and have confirmed that there has been no change in circumstances
affecting their status as Independent Directors during the year.

The Board familiarization program comprises of the following:

• Induction program for new Independent Directors;

• Presentation on business and functional issues;

• Updating of business, branding, corporate governance, regulatory
developments and investor relations matters.

All new Independent Directors are taken through a detailed induction and
familiarization program when they join the board of your Company. The
induction program is an exhaustive one that covers the history and culture of
your Company, background of the Company and its growth over the decades,
various milestones in the Company’s existence since its incorporation, the
present structure and an overview of the businesses and functions.

Independent Directors are familiarized with their roles, rights and
responsibilities in the Company as well as with the nature of industry and
business model of the Company by providing various presentations at
board/committee meetings from time to time. These presentations provide a
good understanding of the business to the Independent Directors which covers
various functions of the Company and also an opportunity for the board to
interact with the next level of management. There are opportunities for
Independent Directors to interact amongst themselves.

Apart from the above, the Directors are also given an update in the
environmental and social impact of the business, branding, corporate
governance, regulatory developments and investor relations matters.

DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE

Following relationships exist between Executive and Non-Executive Directors:

Executive Director

Non-Executive Director

Relationship

Mr. Rohit Chowdhary
(Managing Director)

Mr. Sandeep Thukral
(Independent Director)

No relation

Mr. Deven Chowdhary (Whole
Time Director)

Ms. Jyoti Bala (Independent
Director)

No relation

Mrs. Reshu Chowdhary
(Chairman-Non-Executive-
Women Director)

She is the Spouse of Mr. Rohit
Chowdhary

CODE OF CONDUCT FOR INDEPENDENT DIRECTORS

The Company has also placed the Code of Conduct for Independent Directors.
This Code is a guide to professional conduct for Independent Directors.
Adherence to these standards by Independent Directors and fulfilment of their
responsibilities in a professional and faithful manner will promote confidence
of the investment community, particularly minority shareholders, regulators
and Companies in the institution of Independent Directors.

CODE OFCONDUCT

Pursuant to Regulation 26(3) of the SEBI Listing Regulations, all Board members
and senior management personnel have affirmed compliance with the
Company’s code of conduct for directors and senior management on an annual
basis. The code of conduct is also placed on the website of the Company at
https://eppeltone.in/investor/

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).

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER
DETAILS

The Company’s policy on directors’ appointment and remuneration and other
matters provided in section 178(3) of the Act has been disclosed in the
“Annexure A” and “Annexure B”, which forms part of this report.

AUDITORS

1. Statutory Auditors & their Report

M/s Abhay Sharma and Company, Chartered Accountants (Firm Registration
No.: 018749C) who were appointed as the Auditors of the company in Annual
General Meeting held on 30.09.2024 from the conclusion of the Twenty first
(21st) Annual General Meeting (AGM) till the conclusion of the Twenty Sixth
(26th) Annual General Meeting of the company to be held in the year 2029.

The Company has received letter from the auditor to the effect that their re¬
appointment, if made, would be within the prescribed limits under Section
141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re¬
appointment.

The Notes on Financial Statements referred to in the Auditors’ Report are self¬
explanatory and do not call for any further comments

2. Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies
(Cost Records and Audit) Amendment Rules, 2014, the cost audit is not
applicable on the company, however Cost record maintenance is applicable
on the company which is duly maintained by the Company.

3. Secretarial Audit

The Secretarial Audit is not applicable on the company as it is not covered
under the provisions of Section 204 of the Companies Act, 2013 and The
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.

However, Company is now Listed on NSE SME Emerge Platform on 24th June,
2025. So, the Secretarial Audit is now applicable on the Company for the year
2025-26 and Secretarial Auditor is proposed to be appointed in Upcoming
Annual General Meeting as mentioned in Notice of AGM.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not made any investment, granted loans, given guarantees,
or provided securities during the financial year.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year
were on an arm’s length basis. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons which may have a potential conflict
with the interest of the Company at large and Approval of the Board of
Directors & shareholders was obtained wherever required.

The details forming part of the Related Party Transactions in note no 37 of
Financial Statement.

The policy on materiality of related party transactions and dealing with related
party transactions as approved by the Board can be accessed on the website
of the Company at Policy Pattern Sub Tab
https://eppeltone.in/investor/

CHANGE IN NATURE OF BUSINESS

Although there is no change in the nature of business of the company but there
was alteration in Main Object Clause of the Company by deleting main object
clause III ‘A’ ‘5’ and words debentures, stocks, shares and securities from sub
clause 4 of clause III ‘B’. The same was approved by Member of the Company in
Extra Ordinary General Meeting Dated 27th August, 2024.

CORPORATE GOVERNANCE REPORT

The Company understands and respects its fiduciary role and responsibility
towards its stakeholders and society at large and strives to serve their interests,
resulting in creation of value for all its stakeholders. The Company has been
listed on SME Emerge Platform of NSE on 24th June, 2025 and by virtue of
Regulation 15 of SEBI (Listing obligations and disclosure requirements)
Regulations, 2015 (“LODR”) the compliance with the corporate governance
provisions as specified in Regulation 17 to 27 and clauses (b) to (i) of sub¬
regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not
applicable to the Company. Hence, the Corporate Governance Report does not
form part of this Annual Report.

SHARE CAPITAL

The Authorized share Capital and paid-up Equity Share Capital of the Company
both has increased during the year, which is as follows:

Particulars

No. of Shares
as on

31.03.2024

No of shares
as on

31.03.2025

Face value
per share

Amount (in
Rs.) as on
31.03.2024

Amount (in
Rs.) as on
31.03.2025

Authorized
Share Capital

50,00,000

1,40,00,000

10

5,00,00,000

14,00,00,000

Paid up
Capital

42,37,086

95,25,312

Detail of share
capital
increase is
shown below
event wise

10

4,23,70,860

9,52,53,120

A. Private Placement

The Company raised funds of Rs. 78472856.7/- (Rupees Seven Crore Eighty-
Four Lakh Seventy-Two Thousand Eight Hundred Fifty-Six only) (Including a
premium of Rs. 7,32,17,156.7) and allotted 525570 equity shares on private
placement basis at Rs. 149.31/- per equity shares including a premium of Rs.
139.31/- per share, having a face value of Rs. 10/- each in Two instalments as
follows:

Sr. No.

Allotment

Date of Allotment

No. of Shares
Allotted

Issue Price

(Including

Premium)

1.

1 st Allotment

27.04.2024

303753

149.31

2.

2nd

Allotment

22.06.2024

221817

149.31

Total

525570

B. Issue Of Shares During The Financial Year

During the year, the Company came up with a bonus issue of 47,62,656 equity
shares in the ratio of 1:1, which was allotted on August 16, 2024.

C. Initial Public Offer (Ipo)

After the end of Financial Year, the Company offered 34,34,000 equity shares
(fresh issue) to the public on Initial Public Offer basis on June 20, 2025. The
issue was oversubscribed by 272.90 times. And equity shares of the Company
successfully got listed on NSE Limited (SME Platform) June 24, 2025.

Our Company’s IPO was one of the most successful IPOs in the FY 2025-26.

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/ has not issued shares with differential voting rights and there has been
no change in the voting rights of the shareholders.

D. Dematerialization Of Shares & Liquidity

On March 31, 2025, no share of Company was held in physical form. The
Promoters & Promoters-group shareholding was also fully dematerialized. The
aggregate dematerialized shareholding of the Company stood at 100%. Brief
position of Company’s dematerialized shares is given below:

Sr. No.

Description

Number of
Shares

% Holding

1.

NSDL

574917

6.04

2.

CDSL

8950395

93.96

3.

Physical

0

0

Total

9525312

100

TRANSFER TO RESERVE

No amount has been transferred to General Reserves during the year.
DIVIDEND

The Board of Directors of the company has not recommended any dividend
during the financial year.

HUMAN RESOURCES

The well-disciplined workforce which has served the company for more than
two decades lies at the very foundation of the company’s major achievements
and shall well continue for the years to come. The management has always
carried out systematic appraisal of performance and imparted training at
periodic intervals. The company has always recognized talent and has
judiciously followed the principle of rewarding performance.

MATERIAL CHANGES AND COMMITMENTS. IF ANY, CRITERIA SPECIFY

During the year Company has filed Draft Red Herring Prospectus with NSE on
31.12.2024 which got in principal approval after the end of Financial Year on
21.04.2025.

After end of financial year status of the Company has been changed from
Public Limited to SME Listed Company on NSE Emerge Platform on 24th June,
2025.

Further, the Company has issued 34,34,000 shares on 20.06.2025 via Initial
Public Offering at Rs. 118/- premium per share and the shares of the Company
are listed on NSE SME Emerge Platform on 24.06.2025.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION & FOREIGN
EXCHANGE EARNINGS AND OUTGO

Information on conservation of Energy, Technology absorption, Foreign
Exchange earnings and outgo required to be disclosed under Section 134 of the
Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are
provided hereunder:

(A) Conservation of energy:

(i) the steps taken or impact on conservation of energy;.

(ii) the steps taken by the company for utilizing alternate sources of energy;

(iii) the capital investment on energy conservation equipment;
are as follows:

Energy conservation continues to receive priority attention at all levels. All
efforts are made to conserve and optimize use of energy with continuous
monitoring, improvement in maintenance and distribution systems and through
improved operational techniques.

(B) Technology absorption:

(i) the efforts made towards technology absorption;
are as follows:

Updation of Technology is a Continuous process and technology absorption
implemented and adapted by the Company for innovation is on the basis of as
and when required. Efforts are continuously made to develop new products
required in the industry.

(ii) the benefits derived like product improvement, cost reduction, product
development or import substitution; is as follows:

Efforts are continuously made for product improvement, cost reduction,
product development or import substitution.

(iii) in case of imported technology (imported during the last three years
reckoned from the beginning of the financial year)-

beginning of the financial year)-

Further detail is attached as “Annexure -D”.

(a) the details of technology imported; N.A.

(b) the year of import; N.A.

(c) whether the technology been fully absorbed; N.A.

(d) if not fully absorbed, areas where absorption has not taken place, and the
reasons thereof; N.A.

(iv) the expenditure incurred on Research and Development is (Details in
“Annexure-D”)

(C) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the
Foreign Exchange outgo during the year in terms of actual outflows, is as
follows:

Amount in Rs.

31.03.2025

31.03.2024

1

Foreign exchange earning

Value of export of Component

NIL

NIL

Foreign exchange Outgo

153252179.89

2

Payment for Import of Material

267774669.03

396119609.81

Payment of Capital Goods

3302509.92

Tour and Travel

NIL

NIL

BUSINESS RISK MANAGEMENT

Risks are events, situation or circumstances which may lead to negative
consequences on the company’s businesses. Risk Management is a structured
approach to manage uncertainty. A formal approach to risk management is
being adopted by the company and key risks will now be managed within a
unitary framework.

The policy on Risk Management as approved by the Board can be accessed on
the website of the Company at Policy Pattern Sub Tab
https://eppeltone.in/i nvestor/

DIRECTORS AND KEY MANAGERIAL PERSONS

There were changes in the constitution of board during the year, and directors
as on 31.03.2025 are as follows:

S.

No.

Name

Designation

Date of
appointment

Date of cessation &
Mode of Cessation

1

Mr. Rohit Chowdhary

Director/

Managing Director

01.08.2010/

15.07.2024

N.A.

2

Mr. Deven
Chowdhary

Director/

Whole time Director

09.06.2021/

15.07.2024

N.A.

3

Mrs. Reshu
Chowdhary

Non-Executive
additional Director/
Non-Executive
Director

16.02.2024/

26/07/2024

N.A.

S.

No.

Name

Designation

Date of
appointment

Date of cessation &
Mode of Cessation

4

Mr. Sandeep Thukral

Additional

Independent Director/
Independent Director

20.07.2024/

26.07.2024

N.A.

5

Ms. Jyoti Bala

Additional

Independent Director/
Independent Director

20.07.2024/

26.07.2024

N.A.

6

Mr. Rishab Nagpal

CFO

20.07.2024

N.A.

7

Mrs. Megha Sharma

CS

22.07.2024

N.A.

Pursuant to the provisions of the section 152(6) of the Companies Act, 2013
and in terms of the Articles of Association of the company Mrs. Reshu
Chowdhary (DIN 10510320) Director of the Company retires at the ensuing
annual general meeting and being offers herself for re-appointment.

During the year following directors and KMP were appointed in Board Meeting

anrl rach ilari7arl in Fytra Orrlinarv fianaral Maatincf-

S.

No.

Name

Designation

Date of
appointment

Date of cessation &
Mode of Cessation

1

Mr. Sandeep Thukral

Additional

Independent Director/
Independent Director

20.07.2024/

26.07.2024

N.A.

2

Ms. Jyoti Bala

Additional

Independent Director/
Independent Director

20.07.2024/

26.07.2024

N.A.

3

Mrs. Reshu
Chowdhary

Non-Executive

Director

26.07.2024

N.A.

JL_

Mr. Rohit Chowdhary

Managing Director

15.07.2024

N.A.

5

Mr. Deven
Chowdhary

Whole Time Director

15.07.2024

N.A.

6

Mr. Rishab Nagpal

CFO

20.07.2024

N.A.

7

Mrs. Megha Sharma

CS

22.07.2024

N.A.

DEPOSITS

During FY 2024-25, the Company has not accepted deposits within the
meaning of Section 73 of the Act and the Companies (Acceptance of Deposits)
Rules 2014. As such no amount of deposit or interest thereon is outstanding as
on March 31,2025.

DISCLOSURE RELATING TO THE PROVISION OF SECTION 73 OF COMPANIES
ACT.2013 READ WITH RULE (2) (1)(C)(VIII) OF THE COMPANIES

(ACCEPTANCE OF DEPOSIT) RULES 2014.

During the year the company has accepted borrowing(s) from its directors and
relatives, mentioned as below: Amount in Rs.

S.

No.

Name

Relation

Opening

Balance

Taken During
the Year

Repaid
During the
Year

Closing

Balance

1.

Mr. Deven
Chowdhary

Director

6799450.23

81223526.81

87817002

205975.04

2.

Mr. Rohit
Chowdhary

Director

107550

18916890.75

18838666

185774.75

CORPORATE SOCIAL RESPONSIBILITIES (CSR)

The company meets the criteria of Section 135 of Companies Act, 2013 read
with the Companies (Corporate Social Responsibility Policy) Rules, 2014 for the
Financial Year end 31.03.2025 so there was requirement for constitution of
Corporate Social Responsibility Committee and Expenditure thereto.

As financial year end 31.03.2024 net profit exceeds Rs. 5 Crore which prompts
the requirement of formation of CSR Committee and expenditure thereto and
as per Section 135(5) of the Companies Act, 2013 and Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014 and schedule VII of the
Companies Act, 2013, the company has duly constituted CSR Committee.

The CSR Policy may be accessed on the Company’s website at the link:
http://eppeltone.in

Focus Areas: In accordance with the requirements under the Companies Act,
2013, CSR activities will focus on:

Education: Adopting Institutions, promoting education, and employment¬
enhancing vocational skills especially among children, and livelihood
enhancement projects; monetary contributions to academic institutions for
establishment infrastructure with the objective of assisting students in their
studies.

Health Care: Giving medical aids/ appliances in the form of doctoral
consultation, medicines, curative treatment, surgery, medical appliances etc.

Environmental Sustainability: Ensuring environmental sustainability,

ecological balance, protection of flora and fauna, animal welfare, agro-forestry,
conservation of natural resources and maintaining the quality of soil, air and
water.

Gender Equality and Empowerment Of Women: Promoting gender equality
and empowering women, setting up homes, hostels and day centers for women
and orphans, setting up of old age homes and such other facilities for senior
citizens, adopting measures for reducing inequalities faced by socially and
economically backward groups.

National Heritage, Art And Culture: Protecting national heritage, art and
culture including restoration of buildings and sites of historical importance and
works of art Setting up of public libraries, Promoting and developing traditional
arts and handicrafts.

Contribution: Contribution to the Prime Minister’s National Relief Fund or any
other fund set up by the Central Government for socio-economic development
and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other
backward classes, minorities and women, Contributions or funds provided to
technology incubators located within academic institutions which are
approved by the Central Government.

Detailed Annual report on CSR is Attached as “Annexure-E”.

The Board has conducted an annual evaluation of its own performance,
performance of directors including chairperson, managing directors and its
committees in accordance with the applicable provisions of the Act and the
SEBI Listing Regulations. The Board’s performance was assessed after
receiving feedback from all the directors on the basis of criteria such as
composition, structure, effectiveness of processes information, functioning,
etc. The committees’ performance was assessed after receiving feedback
from the committee members on the basis of criteria such as composition,
terms of reference, effectiveness of committee meetings, etc. The
performance evaluation of non-independent directors, board as a whole and
the chairperson were evaluated at a separate meeting of the independent
directors. The same was also discussed in the meeting of NRC and the
Board. The performance evaluation of independent directors was done by
the entire Board, excluding the independent director being evaluated.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and
protect from loss, unauthorized use or disposition of its assets. All the
transactions are properly authorized, recorded and reported to the
Management. The Company is following all the applicable Accounting
Standards for properly maintaining the books of accounts and reporting
financial statements. The internal auditor of the company checks and
verifies the internal control and monitors them in accordance with policy
adopted by the company.

ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Act, a copy of the annual
return of the Company as on March 31, 2025 will be made available on the
Company’s website and can be accessed at https://eppeltone.in/investor/.

PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees in
accordance with the provisions of section 197(12) of the Companies Act, 2013
read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

S.

No.

Name

Designation

Remuneration given

1

Mr. Rohit Chowdhary

Managing Director

96,00,000 p.a

2

Mr. Deven Chowdhary

Whole time Director

96,00,000 p.a

Sitting fees / remuneration paid to the below mentioned Directors

S.

No.

Name

Designation

Remuneration given

1

Mrs. Reshu Chowdhary

Non-Executive Director

No Remuneration

2

Mr. Sandeep Thukral

Non-Executive,
Independent Director

Only sitting fee is
given

3

Ms. Jyoti Bala

Non-Executive,
Independent Director

Only sitting fee is
given

All the Non-Executive Independent Directors of the Company were not paid
any remuneration and were paid only sitting fee for attending meetings of the
Board/Committees of directors.

Therefore, the said ratio of remuneration of each director to median
remuneration of the employees of the company is not applicable.

The Company has 164 (One Hundred Sixty-Four) permanent employees on the
rolls of Company as on 31st March, 2025. Out of which 110 (One Hundred ten)
were Male employees and 54 (fifty-Four) were Female Employees and no
Transgender employee were employed in the Company during the year.

The Company has formulated a Nomination and Remuneration policy as
required under Section 178 of the Companies Act, 2013 and the remuneration
paid to employees are as per the remuneration policy of the Company.

Having regard to the provisions of Section 134 and Section 136 of the
Companies Act, 2013, the Reports and Accounts are being sent to the
Members excluding such information. However, the said information is
available for inspection by the Members at the registered office of the Company
during business hours on working days of the Company up to the date of this
Annual General meeting. Any shareholder interested in obtaining a copy of
such statement may write to the Company Secretary at the registered office of
the Company or e-mail to
cs@eppeltone.in.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

No Company has become / ceased to be its Subsidiary/ JV/ Associate
Company during the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS

There are no significant material orders passed by the Regulators / Courts
which would impact the going concern status of the Company and its future
operations.

FRAUD REPORTING

During the year under review, none of the auditors, viz., statutory auditors and
secretarial auditors, have reported to the Audit Committee, under Section
143(12) of the Act, any instances of fraud committed against the Company by
its officers or employee, the details of which would need to be mentioned in the
Board’s report.

POLICIES

The updated policies adopted by the Company as per statutory and governance
requirements and are uploaded on website of the Company at
https://eppeltone.in/i nvestor/.

STATEMENT REGARDING COMPLIANCES OF APPLICABLE SECRETARIAL
STANDARDS

The Directors have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards and that such systems are
adequate and operating effectively.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the
requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition &Redressal) Act, 2013.

Sexual Harassment Committee (SHC) has been set up to redress complaints
received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.

Our Company has formed a Prevention of Sexual Harassment Committee
(POSH) vide Board Resolution dated 20.07.2024 as per the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
which shall comprise following members:

Sr.

No.

Name

Status

Category

1.

Mrs. Reshu Chowdhary

Woman Member

Non-Executive Director

2.

Ms. Narjina Sultana

Woman Member

Admin & HR - Manager

3.

Mr. Rohit Chowdhary

Member

Managing Director

4.

Ms. Nandita Banerjee

Member from NGO

NA

During the financial year under review, the Company has complied with all the
provisions of the POSH Act and the rules framed thereunder. Further details are
as follow:

a

Number of complaints of Sexual Harassment received in the Year

0

J*

Number of Complaints disposed off during the year

0

c

Number of cases pending for more than ninety days

0

ADOPTION OF POLICY ON DETERMINATION OF MATERIALITY FOR
DISCLOSURE OF EVENTS TO STOCK EXCHANGES

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors has adopted a
Policy
on Determination of Materiality for Disclosure of Events to Stock
Exchanges.

The policy sets out the criteria for determining materiality of events or
information that are required to be disclosed to the stock exchanges in a timely
and transparent manner. It aims to ensure that investors are provided with
accurate and adequate information to enable informed investment decisions
and to maintain compliance with disclosure obligations under applicable laws.

The Policy is available on the Company’s website at
https://eppeltone.in/investor/.

GREEN INITIATIVE

Your Company has implemented the “Green Initiative” to enable electronic
delivery of notice/documents/annual reports to shareholders. For members,
who have not registered their e-mail addresses, please update your e-mail ids
with your respective Depository Participants and/or with the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As Company got listed on NSE SME Emerge Platform on 24.06.2025 and this
report pertains to year ended 31.03.2025, so it is not applicable for this
financial year Annual Report.

CERTIFICATES APPLICABILITY

As Company got listed on NSE SME Emerge Platform on 24.06.2025 and this
report pertains to year ended 31.03.2025, so MD/CFO Certification (Under
regulation 17(8) of SEBI (LODR) Regulations, 2015), Certificate Of Compliance
With The Code Of Conduct Policy [Regulation 34(3) read with Schedule V (Part
D) of the SEBI (LODR) Regulations, 2015, Certificate On Non-Disqualification Of
Directors (Pursuant to Regulation 34(3) and Schedule V Para C Clause (10) (i) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)
are not applicable for this financial year Annual Report.

MATERNITY BENIFITS

The Company affirms that it has duly complied with all provisions of the
Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible
women employees during the year.

GENERAL:

Your directors state that no disclosure or reporting is required in respe

following items as there were no transactions on these items during

under review:

• There were no significant or material orders passed by the Regu
Courts or Tribunals which impact the going concern status and Co
operations in future.

• The Company has complied with Secretarial Standards issued
Institute of Company Secretaries of India on Board and General Meet

• There was no commission paid by the company to its managing di
whole-time directors, so no disclosure required in pursuance to the
197(14) of The Companies Act, 2013.

• No application has been made under the Insolvency and Bankrupt*
hence the requirement to disclose the details of application mad
proceeding pending under the Insolvency and Bankruptcy Code, 20'
2016) during the year along with their status as at the end of the
year is not applicable; and

• The requirement to disclose the details of difference between amou
valuation done at the time of onetime settlement and the valuati
while taking loan from the Banks or Financial Institutions along
reasons thereof, is not applicable.

All other applicable information's to be reported in Board’s Report are i

or not applicable on the Company.

ACKNOWLEDGEMENT

Your directors wish to place on record their deep appreciation for the co¬
operation extended by the bankers and the services rendered by the employees
at all levels and their dedication.

CAUTIONARY STATEMENT

The statements contained in the Board’s Report contain certain statements
relating to the future and therefore are forward looking within the meaning of
applicable laws and regulations.

Various factors such as economic conditions, changes in government
regulations, tax regime, other statues, market forces and other associated and
incidental factors may however lead to variation in actual results.

By the order of board of directors of
Eppeltone Engineers Limited

Place: New Delhi

Dated:06.08.2025 SD/- SD/-

(Deven Chowdhary) (Rohit Chowdhary)

Whole Time Director Managing Director

DIN No. 09198677 DIN No. 01995105

Add:- A-57, Defence Colony, Add:- A-57, Defence Colony,

Lajpat Nagar, New Delhi-110024 New Delhi-110024


 
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