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DIRECTOR'S REPORT

EP Biocomposites Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 16.66 Cr. P/BV 1.56 Book Value (₹) 63.55
52 Week High/Low (₹) 150/90 FV/ML 10/500 P/E(X) 16.17
Bookclosure EPS (₹) 6.13 Div Yield (%) 0.00
Year End :2025-03 

The Board of Directors hereby submits the report of the business and operations of your
Company ("the Company" or "EPBL") for the financial year ended 31st March, 2025.

1. Operational results of the Company

During the year, the Company has continued its track record of strong performance.

Particulars

Amount (in INR lakhs)
for the Financial Year
ended 31stMarch, 2025

Amount (in INR lakhs)
for the Financial Year
ended 31stMarch, 2024

Turnover

1211.50

1173.81

Profit before tax

141.70

157.05

Profit for the period

103.08

114.97

Total number of shares

16,81,500

16,81,500

Basic EPS

6.13

6.84

The Company has consistently maintained its turnover and profit targets in this financial year
which has seen the Company consolidate its strengths and be poised for growth in the coming
year.

The Board of Directors are confident of continuing the strong performance of the Company.

2. Initial public offering (IPO) of the Company

The year 2022-23 was momentous for the Company as it saw the Company being listed on
the BSE SME Exchange. In the aforesaid IPO, 5,04,000 Equity Shares of Rs. 10/- each were
offered by the Company for subscription at a fixed issue price of Rs. 126/- per share

aggregating to Rs. 635.04 Lakh. The issue was opened for subscription on August 29, 2022 and
closed on September 05, 2022. The Board has allotted its Equity Shares to the successful
applicants on September 08, 2022. The equity shares of the Company got listed on September
13, 2022 on the BSE- SME Platform. There was no increase in the capital during the year.

As on March 31, 2025 the Authorized Share Capital of the Company is Rs. 2,00,00,000/- and
the Paid-up Share Capital of the Company is Rs 1,68,15,000/-.

3. Statement of Utilisation of Funds Raised Through IPO under Regulation 32 (1) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 32(1)(a) and 32(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company hereby states that there was no deviation(s)
or variation(s) in the utilization of public issue proceeds from the objects as stated in the
prospectus.

4. Dividend

The Board of Directors do not recommend a dividend for the year 2024-25 to conserve the
resources of the Company. No amount is proposed to be carried to reserves.

5. Directors and Key Managerial Personnel ('KMP')

During the financial year, Mr. Anand Menon has ceased as a Chief Executive Officer. During
the financial year, Mrs. Deepa Vijay Agrawal resigned as a Company Secretary and a
Compliance Officer and in her place, Mrs. Aanchal Agarwal was appointed. The term of the
Independent Directors has been completed and they have ceased as Independent Directors.

Further, at the Fourth Annual General Meeting of the company, in accordance with the
provisions of the Act and the Articles of Association of the Company, Mr. Shreyas Nadkarni
(DIN: 09396530), Director of the Company, retired by rotation and was re-appointed.

In the upcoming Sixth Annual General Meeting, Mrs. Leena Rajkumar Kamat, Director (DIN:
02607730) retires by rotation and offers herself for re-appointment.

There are no other changes in the Board of Directors apart from the above till the date of the
report.

6. Meetings of the Board of Directors and attendance there at
The Board of Directors met 5 (five) times during the year under review.

7. Committees of the board

a. Audit Committee

The Audit Committee was constituted pursuant to Section 177 of the Companies Act, 2013.
The composition of the Audit Committee is enumerated hereunder:

Name of the

Designation in the

Nature of Directorship

Director

Committee

Mr. Rajkumar G.

Chairperson

Managing Director

Kamat

Mr. Dinesh

Member

Non-Executive Independent Director

Shenoy

Mr. Nitin

Member

Non-Executive Independent Director

Kunkolienker

During the year under review, there has been no instance where the recommendations of
the Audit Committee have not been accepted by the Board. During the Financial Year under
review, the Committee met 2 (Two) times, and the meeting was held in accordance with the
provisions of the Act and rules made thereunder.

b. Nomination and Remuneration Committee.

The Nomination and remuneration Committee was constituted pursuant to Section 178 of
the Companies Act, 2013. The composition of the Nomination and Remuneration Committee
is enumerated hereunder:

Name of the Director

Designation in the
Committee

Nature of Directorship

Mrs. Leena R. Kamat

Chairperson

Non-Executive Director

Mr. Dinesh Shenoy

Member

Non-Executive Independent
Director

Mr. Nitin Kunkolienker

Member

Non-Executive Independent
Director

During the Financial Year under review, the Committee met 1 (One) time, and the meeting
was held in accordance with the provisions of the Act and rules made thereunder.

c. Stakeholders Relationship Committee.

The Stakeholders Relationship Committee was constituted pursuant to Section 178 of the
Companies Act, 2013. The composition of the Stakeholders Relationship Committee is
enumerated hereunder:

Name of the Director

Designation in the
Committee

Nature of Directorship

Mrs. Leena R. Kamat

Chairperson

Non-Executive Director

Mr. Dinesh Shenoy

Member

Non-Executive Independent
Director

Mr. Nitin Kunkolienker

Member

Non-Executive Independent
Director

During the Financial Year under review, the Committee was not required to meet since
there were no shareholder complaints received during the year under review.

8. Policy on Directors' appointment and remuneration

The Board has on the recommendation of the Nomination and Remuneration Committee
framed a policy for the selection and appointment of Directors and Senior Management
Personnel and their remuneration. The Company's policy relating to the Directors

appointment, payment of remuneration and discharge of their duties is available on the
website of the Company at https://
www.epbiocomposites.com.

The formal annual evaluation of the performance of the Board, its Committees and of
individual directors has been made by the Board of Directors of the Company.

9. Link of the Annual Return

The Annual Return for the year 2024-25 is placed in the draft form on the website of the
Company. The same shall be replaced by the final filed Form once the same is filed.

The link for the draft annual return in Form MGT-7 is : www.epbiocomposites.com

10. Directors' responsibility statement
The directors confirm that:

• In preparation of the financial statements for the year ended on 31st March, 2025, the
Applicable Accounting Standards have been followed and there are no material
departures.

• The directors have selected such accounting policies and applied them consistently,
and made judgments and estimates so as to give a true & fair view of the state of
affairs as at the year end and the profit for the period ended as on that date.

• Directors have taken sufficient care for the maintenance of the records as per the
provisions of the Act, for safeguarding assets and for preventing and detecting frauds
and irregularities.

• The directors have prepared accounts on a going concern basis.

• The directors have devised proper systems commensurate with the size and business
of the Company, to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

• The directors have laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively.

11. Explanation of qualification in the Auditors' Report

The Auditors' Report does not contain any qualification, reservation or adverse remark which
requires any explanation from the Board.

12. Particulars of conservation of energy

Apart from its quest to increase the efficiency in production processes, the Company has
finalized the agency for Energy Audit during the year under review for the conservation of
energy.

13. Particulars of technology absorption

The Company does not have any event with reference to technology absorption during the
year 2024-25.

14. Particulars of foreign exchange earnings and outgo

There are no foreign exchange earnings and outgo during the year under review.

15. Risk Management Policy

During the year under review, the Board of Directors have initiated the process of
development and implementation of Risk Management Policy identifying elements of risks
which may affect/threaten the existence of company and has made significant progress in the
said direction since the last year. The Board is regularly discharging the responsibility of
monitoring of business risks.

16. Information required under Section 197

The information required under Section 197 & Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure II to this Report.

17. Annexures to the Board's Report

Particulars of Contracts / arrangements with related parties referred to in section 188 (1) in
format of AOC-2 are attached as Annexure I. The details of all related party transactions can
be referred at Note 33 of the Financial Statements of the Company.

The Company has obtained a Secretarial Audit Report for the Financial Year 2024-25 which is
attached to this Report. There are no qualifications in the Secretarial Audit Report which
requires any explanations from the Board.

18. Material changes affecting the Company

There are no material changes and commitments affecting the financial position of the
Company which have occurred between the end of the financial year of the company to which
the financial statements relate and the date of this Directors' Report.

19. Disclosures regarding the loans from Directors

Particulars of the Loans taken from the Directors of the Company as exempted under Rule 2
(1) (c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014 is as follows:

Loan taken from Mr. Rajkumar Kamat: INR 6.41 Lakh

20. Disclosures under Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company has duly constituted an Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during
the year under review upon applicability of the said legislation and there are no complaints
received during the year.

21. Whistle Blower Policy/ Vigil Mechanism

To meets the requirement under Section 177(9) and (10) of the Companies Act, 2013, the
Company has adopted a Vigil Mechanism/ Whistle Blower Policy with the objective of
providing for a vigil mechanism as well as the guidance and procedural framework to directors
and employees wishing to raise a concern about irregularities and/or frauds and any other
wrongful conduct within the Company without fear of reprisal, discrimination or adverse
employment consequences.

There were no instances of reporting under the said Policy.

22. General

The Board of Directors confirm that, during the period under review,:

• During the year under review, the statutory auditors have not reported under Section
143 (12) of the Companies Act, 2013, any instances of fraud committed against the
Company by its officers or employees, the details of which would need to be
mentioned in the Board's report.

• The Independent Directors of the Company have furnished their statements of
independence under Section 149 (6) of the Companies Act, 2013.

• No disclosures are required to be made for the loans/ investments/ guarantees
exceeding the limits prescribed under the Section 186 of the Companies Act, 2013.

• The Company does not have subsidiary, joint venture, or associate companies. Hence,
no related disclosures are necessary.

• The Company has not accepted any deposits under the Chapter V of the Companies
Act, 2013 which require any disclosures in the Board's Report.

• The Company has complied with the provisions of the Secretarial Standards issued by
the Institute of Company Secretaries of India.

• There are no significant and material orders passed by the regulators, courts or
tribunals impacting going concern status and company's operations in future.

• The provisions of Section 135 of the Companies Act, 2013 are not applicable to the
Company.

• There are no applications made or any proceedings pending under the Insolvency and
Bankruptcy Code, 2016 during the year.

• The Company is not required to maintain the cost records.

The Board of Directors wish to place on record its deep sense of appreciation for the
committed services, solidarity, cooperation, and support by all the employees of the
Company.

The Board of Directors would also like to express their sincere appreciation for the assistance
and co-operation received from the Government authorities, customers, vendors and
members during the year under review.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
OF EP BIOCOMPOSITES LIMITED

RAJKUMAR KAMAT LEENA KAMAT

MANAGING DIRECTOR DIRECTOR

DIN:01157652 DIN:02607730

Address: H No 323, Sneh, Address: H No 323, Sneh,

Vodlem Bhat, Taleigao, Vodlem Bhat, Taleigao,

Caranzalem, Goa 403002. Caranzalem, Goa 403002.

DATE: 23rd May, 2025
PLACE: PANAJI

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