The Board of Directors hereby submits the report of the business and operations of yourCompany ("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 Yearended 31stMarch, 2025
Amount (in INR lakhs)for the Financial Yearended 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
Basic EPS
6.13
6.84
The Company has consistently maintained its turnover and profit targets in this financial yearwhich has seen the Company consolidate its strengths and be poised for growth in the comingyear.
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 onthe BSE SME Exchange. In the aforesaid IPO, 5,04,000 Equity Shares of Rs. 10/- each wereoffered 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 andclosed on September 05, 2022. The Board has allotted its Equity Shares to the successfulapplicants on September 08, 2022. The equity shares of the Company got listed on September13, 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/- andthe 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 theSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Pursuant to Regulation 32(1)(a) and 32(1)(b) of the SEBI (Listing Obligations and DisclosureRequirements) 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 theprospectus.
4. Dividend
The Board of Directors do not recommend a dividend for the year 2024-25 to conserve theresources 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. Duringthe financial year, Mrs. Deepa Vijay Agrawal resigned as a Company Secretary and aCompliance Officer and in her place, Mrs. Aanchal Agarwal was appointed. The term of theIndependent Directors has been completed and they have ceased as Independent Directors.
Further, at the Fourth Annual General Meeting of the company, in accordance with theprovisions 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 thereport.
6. Meetings of the Board of Directors and attendance there atThe Board of Directors met 5 (five) times during the year under review.
7. Committees of the board
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
Kunkolienker
During the year under review, there has been no instance where the recommendations ofthe Audit Committee have not been accepted by the Board. During the Financial Year underreview, the Committee met 2 (Two) times, and the meeting was held in accordance with theprovisions of the Act and rules made thereunder.
The Nomination and remuneration Committee was constituted pursuant to Section 178 ofthe Companies Act, 2013. The composition of the Nomination and Remuneration Committeeis enumerated hereunder:
Name of the Director
Designation in theCommittee
Mrs. Leena R. Kamat
Non-Executive Director
Mr. Dinesh Shenoy
Non-Executive IndependentDirector
Mr. Nitin Kunkolienker
During the Financial Year under review, the Committee met 1 (One) time, and the meetingwas held in accordance with the provisions of the Act and rules made thereunder.
The Stakeholders Relationship Committee was constituted pursuant to Section 178 of theCompanies Act, 2013. The composition of the Stakeholders Relationship Committee isenumerated hereunder:
During the Financial Year under review, the Committee was not required to meet sincethere 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 Committeeframed a policy for the selection and appointment of Directors and Senior ManagementPersonnel and their remuneration. The Company's policy relating to the Directors
appointment, payment of remuneration and discharge of their duties is available on thewebsite of the Company at https://www.epbiocomposites.com.
The formal annual evaluation of the performance of the Board, its Committees and ofindividual 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 theCompany. 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 statementThe directors confirm that:
• In preparation of the financial statements for the year ended on 31st March, 2025, theApplicable Accounting Standards have been followed and there are no materialdepartures.
• 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 ofaffairs 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 theprovisions of the Act, for safeguarding assets and for preventing and detecting fraudsand irregularities.
• The directors have prepared accounts on a going concern basis.
• The directors have devised proper systems commensurate with the size and businessof the Company, to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.
• The directors have laid down internal financial controls to be followed by the companyand 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 whichrequires any explanation from the Board.
12. Particulars of conservation of energy
Apart from its quest to increase the efficiency in production processes, the Company hasfinalized the agency for Energy Audit during the year under review for the conservation ofenergy.
13. Particulars of technology absorption
The Company does not have any event with reference to technology absorption during theyear 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 ofdevelopment and implementation of Risk Management Policy identifying elements of riskswhich may affect/threaten the existence of company and has made significant progress in thesaid direction since the last year. The Board is regularly discharging the responsibility ofmonitoring of business risks.
16. Information required under Section 197
The information required under Section 197 & Rule 5 of the Companies (Appointment andRemuneration 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) informat of AOC-2 are attached as Annexure I. The details of all related party transactions canbe 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 isattached to this Report. There are no qualifications in the Secretarial Audit Report whichrequires any explanations from the Board.
18. Material changes affecting the Company
There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the company to whichthe 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 andRedressal) Act, 2013
The Company has duly constituted an Internal Complaints Committee under the SexualHarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 duringthe year under review upon applicability of the said legislation and there are no complaintsreceived during the year.
21. Whistle Blower Policy/ Vigil Mechanism
To meets the requirement under Section 177(9) and (10) of the Companies Act, 2013, theCompany has adopted a Vigil Mechanism/ Whistle Blower Policy with the objective ofproviding for a vigil mechanism as well as the guidance and procedural framework to directorsand employees wishing to raise a concern about irregularities and/or frauds and any otherwrongful conduct within the Company without fear of reprisal, discrimination or adverseemployment 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 Section143 (12) of the Companies Act, 2013, any instances of fraud committed against theCompany by its officers or employees, the details of which would need to bementioned in the Board's report.
• The Independent Directors of the Company have furnished their statements ofindependence under Section 149 (6) of the Companies Act, 2013.
• No disclosures are required to be made for the loans/ investments/ guaranteesexceeding 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 CompaniesAct, 2013 which require any disclosures in the Board's Report.
• The Company has complied with the provisions of the Secretarial Standards issued bythe Institute of Company Secretaries of India.
• There are no significant and material orders passed by the regulators, courts ortribunals impacting going concern status and company's operations in future.
• The provisions of Section 135 of the Companies Act, 2013 are not applicable to theCompany.
• There are no applications made or any proceedings pending under the Insolvency andBankruptcy 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 thecommitted services, solidarity, cooperation, and support by all the employees of theCompany.
The Board of Directors would also like to express their sincere appreciation for the assistanceand co-operation received from the Government authorities, customers, vendors andmembers during the year under review.
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.