Epic Energy Ltd Directors Report

To,

The Members of EPIC ENERGY LIMITED,

Your Directors are pleased to present the 33^rd Annual Report and the Companys Audited Financial Statements for the Year ended on March 31, 2024.

FINANCIAL RESULTS:

The Companys financial performance, for the year ended March 31, 2024, is summarised below:

(INR in lakh except EPS)

Particulars	2023-24	2022-23
Total Revenue	308.53	117.00
Operating Profit before Depreciation & Tax	49.82	(27.82)
Less: Depreciation	17.47	19.63
Profit before exceptional and extraordinary items and Tax	32.35	(47.45)
Exceptional Items	-	-
Profit before tax	32.35	(47.45)
Less: Current Tax	-	-
Less: Deferred Tax	(3.75)	4.37
Net Profit after tax	36.10	(43.08)
Other Comprehensive Income / Loss for the year (net of tax)	-	-
Total Comprehensive Income	36.10	(43.08)
Earnings per share (basic/diluted)	0.50	(0.60)

Financial highlights

Sales

Your Company posted a turnover of Rs. 308.53 lakh in the financial year ended on 31^st March, 2024, as compared to Rs. 117.00 lakh in the previous year. The year marked a significant milestone in the Companys Solar Rooftop EPC business: the Solar Rooftop EPC Projects that were implemented during the year covered a varied list of customers, including reputed Educational Institutions, prestigious NGOs, premium Real Estate Developers, Corporate Houses and second homes owned by HNIs. The projects executed by the Company ranged from 3 kWh to 200 kWh. The Company expects to maintain this momentum in the current year.

Profitability

Marking a significant turnaround, your Companys profit before exceptional and extraordinary items and tax for the year ended 31^st March, 2024, was recorded at Rs. 32.35 lakh, as compared to a loss of Rs. (47.45) lakh in the previous year

Earnings per share

Earnings per Share was at Rs. 0.50 for the year ended 31^st March, 2024, as against Rs. (0.60) for the year ended 31^st March, 2023.

Transfer to Reserves

There is no proposed amount to be transferred to the General Reserve.

Net Worth

The Companys net worth as on 31^st March, 2024, was at Rs. 674.12 lakh as compared to Rs. 638.02 lakh as on 31^st March 2023.

DIVIDEND:

In view of the carried forward losses and the need to preserve working capital for the growth in the business of the Company, your Directors do not recommend any dividend for the Financial Year ended on 31^st March, 2024.

FUTURE PROSPECTS:

The companys efforts to develop its Solar EPC business bore fruit during the year under review. This segment of the business notched up a turnover of Rs. 307.85 lakh, as a result of executing multiple Solar Rooftop projects. With the successful implementation of more than a dozen projects, your Company is poised to play a significant role in the Solar EPC business in the coming years.

Your company is also contemplating Battery Recycling and Solar Panel Recycling projects. Electronic Waste Management poses a considerable challenge to the World Environment and the “circular economy” concept will need to be adopted by companies in all industrial segments. Your company is making plans to position itself as a pioneer in this business.

LISTING OF SECURITIES

The CompanysEquity Shares are listed on the Bombay Stock Exchange Limited (BSE). Listing fees for the year 2024-2025 have been paid to the Bombay Stock Exchange Limited.

Unclaimed Dividend Transfer to Investors Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant circulars and amendments thereto ( IEPF Rules )the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (IEPF), constituted by the Central Government. The company is yet to transfer unpaid dividend of an amount aggregating to Rs. 6.64 lakhs relating to Financial Years 2010-11 and 2011-12 from unpaid dividend account to Investor Education and Protection Fund (IEPF).

Details of the unpaid / unclaimed dividend are uploaded under Investor Relations=> Shareholders Information =>Unclaimed Dividend section on the Companys investor information website viz. www.epicenergy.in

In terms of the provisions of Section 124(6) of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, the Company is required to transfer the shares in respect of which dividend remains unpaid and unclaimed for a period of seven consecutive years to the Investor Education and Protection Fund (IEPF) Suspense Account.

Change in nature of Business

During the year under review, there was no change in the nature of the business of the Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Board of Directors

The Board consisted of four members as on 31st March, 2024, three of whom were Independent Non-Executive Directors. Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly results of the Company. Additional Board meetings are convened to discuss and decide on various business policies, strategies and other Businesses. In the aftermath of the pandemic, Board Meetings held after the lockdown are being held via video conferencing.

Mr Sanjay Gugalesterm of office expires at the end of the forthcoming AGM. As per the provisions of the Companies Act, 2013 and Rules made thereunder, Mr Gugale cannot be re-appointed for another term of five years. The Board wishes to place on record its heartfelt gratitude to Mr Gugale who served on the Board with full dedication, through thick and thin. We wish Mr Gugale all the best in his future endeavours.

Your Board of Directors has appointed Ms Priya Kishor Joshi as an Additional Director. Ms Joshi is an MBA Finance from the University of Wales, UK, and has served in Multi National Corporations across the Globe in the Oil and Gas Industry, Banking and FMCG. Her vast experience and knowledge will be a huge asset to your Company and your Directors commend the resolution to be passed at the forthcoming AGM regularising her appointment as an Independent Non-Executive Director.

Your Board of Directors have also recommended the appointment of Mr Harshal Gunde, an alumni if IIT, Powai, Mumbai, as an Independent Non-Executive Director. Mr Gunde has 25 years of expertise and international experience in the Renewable Energy Space. His knowledge of the innovations that are taking place in our Industry will help your Company to seize the opportunities that will be forthcoming in the near future. Your Directors commend his appointment.

During the year under review, Board of Directors of the Company met four times, viz 29th May, 2023, 08th August, 2023, 09th November, 2023, and 31st January, 2024.

Committee of Board

Your Company has several Committees which have been established as part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has following Committees of the Board:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Grievances and Relationship Committee

A detailed note on the committees with respect to composition, meeting, powers, and terms of reference is provided under the Corporate Governance Report section in this Annual Report.

Details of Key Managerial Personnel

• Nikhil Morsawala - Chief Financial Officer

• Sandipkumar Gupta - Company Secretary & Compliance Officer

• Atul Mishra - Manager

• Jigar Bhatt - LED Retrofitting Projects

were the Key Managerial Personnel as per the provisions of the Companies Act, 2013.

Nomination and Remuneration Policy

The Company has, in order to attract motivated manpower in a competitive market, and to harmonise the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 and the listing agreement as amended from time to time, devised a policy on the nomination and remuneration of Directors, key managerial personnel and senior management.

Key points of the policy are:

A. Policy on appointment of Directors, Key Managerial Personnel and senior management personnel

• The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP and senior management personnel and recommend to the Board for his/her appointment.

• A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment.

• In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent nature of the Director vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

B. Policy on remuneration of Director, key managerial personnel and senior management personnel. The Companys remuneration policy is driven by the success and performance of the Director, KMP and Senior Management Personnel vis-a-vis the Company. The Companysphilosophy is to align them and provide adequate compensation with the Objective of the Company so that the compensation is used as a strategic tool that helps us attract, retain and motivate highly talented individuals who are committed to the core value of the Company. The Company

follows a combination of fixed pay, benefits and performance-based variable pay. The Company pays remuneration by way of salary, benefits, perquisites and allowance. The remuneration and sitting fees paid by the Company are within the salary scale approved by the Board and Shareholders.

Board Evaluation

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and individual Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors excluding the Director being evaluated. A structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, composition of the Board and Committees, culture, execution and performance of specific duties, obligation and governance.

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as suggested by the Nomination and Remuneration Committee. The performance evaluation of the Independent Directors was completed. For the year under review, the Independent Directors met on 29th May, 2023, inter alia, to discuss:

• Performance evaluation of Independent Directors and Board of Directors as a whole;

• Evaluation of the quality of the flow of information between the Management and Board for effective performance by the Board. The Board of Directors expressed their satisfaction with the evaluation process.

PUBLIC DEPOSITS

During the period under review, the Company has not accepted or renewed any deposits from shareholders and public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made thereunder.

SHARE CAPITAL

The paid-up equity share capital as at 31st March, 2024, stood at Rs. 7,21,15,000.

POLICIES

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 mandated the formulation of certain policies for all listed companies. The policies are reviewed periodically by the Board and updated based on need and new compliance requirements.

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report instances of unethical behaviour, actual or suspected fraud or violation of CompanysCode of Conduct to the management. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safeguards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. No whistle blower has been denied access to the Audit Committee of the Board.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) and Schedule V of SEBI (LODR) Regulations, 2015, a separate report on Corporate Governance and a certificate from the Auditors of the Company are annexed to the Directors Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your attention is drawn to the perception and business outlook of your management for your company for current year and for the industry in which it operates including its position and perceived trends in near future. The Management Discussion and Analysis Report, as required under Clause 49 of the Listing Agreement with the Stock Exchange is attached and forms part of this Directors Report.

RISK MANAGEMENT POLICY

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time.

OTHER DISCLOSURES AS PER SECTION 134 OF THE COMPANIES ACT, 2013

• There are no qualifications, reservations or adverse remark or disclaimer by the Statutory Auditor or by the Secretarial Auditor in their respective reports.

• 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 the report.

Pursuant to Section 92(3) read with section 134(3)(a) of the Act, the Annual Return as on 31st March, 2024 is available on the Companys Website at https://epicenergv.in/financial-reports-and-presentations/

KEY FINANCIAL RATIOS

Particulars	2023-24	2022-23	% Change
Current Ratio (in times)	1.76	1.17	51.18
Return on Equity (in %)	5.50	(6.53)	(184.24)
Trade receivables Turnover Ratio (in times)	3.84	1.13	238.21
Trade payables Turnover Ratio (in times)	11.09	1.47	654.67
Net Capital Turnover Ratio (in times)	2.00	3.40	(41.15)
Net Profit Ratio (in %)	11.70	(36.82)	(131.78)

Return on Net worth

The details of return on net worth are given below:

Particulars	2023-24	2022-23	% Change
Return on capital employed (in %)	4.80	(7.44)	(164.53)

Detailed Reason for change of 25% or more in Key Financial Ratios is given in notes to accounts.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions that were entered during the financial year were in the ordinary course of business of the Company and were on armslength basis. There were no materially significant related party transactions entered by the Company with its Promoters, Directors, Key Managerial Personnel or other persons which may have potential conflict with the interest of the Company.

All Related Party transactions are placed before the Audit Committee for approval, wherever applicable. Prior omnibus approval for normal business transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive nature and accordingly, the required disclosures are made to the Committee on a quarterly basis in terms of the approval of the Committee.

All the related party transactions entered into by the Company were in the ordinary course of business and were on an armslength basis as provided in Annexure II.

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

Information relating to conservation of energy, technology and foreign earning and outgo, as required under Section 134(3) (m) of the Companies Act, 2013 forms part of this Directors Report as Annexure III.

PARTICULAR OF EMPLOYEES PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 134(3) OF THE COMPANIES (AMENDMENT) ACT, 2017 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES, 2016

The information required in terms of Section 134(3) of the Companies (Amendment) Act, 2017 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is furnished hereunder:

i. The ratio of the remuneration of Director to the median remuneration of the employees of the Company: Not Applicable

ii. The percentage increase in remuneration of CFO, CS during the financial year: NIL

iii. The percentage increase in the median remuneration of employees in the financial year is NIL

iv. The number of permanent employees on the rolls of the company at the end of the financial year 2023-24 is 5.

v. It is hereby affirmed that the remuneration of KMPsare in accordance with the Remuneration Policy.

Sr no Name	Designation	Remuneration Paid FY 2023-24	Remuneration Paid FY 2022-23	Percentage Increase in Remuneration	Ratio per Median of Employee Remuneration
1 Mr Nikhil Morsawala	CFO	-	-	-	-
2 Mr Sandipkumar Gupta	Company Secretary	4.80	4.80	-	-
3 Mr Atul Mishra	Manager	6.00	6.00	-	-

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has laid down the set of standards, processes and structure which enables it to implement internal financial control across the organisation and ensure that the same are adequate and operating effectively. To maintain the objectivity and independence of internal audit, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with the operating systems, accounting procedures and policies of the Company.

Based on the report of the Internal Auditor, the process owners undertake the corrective action in their respective areas and thereby strengthen the control. Significant audit observation and corrective actions thereon are presented to the Audit Committee of the Board.

AUDITORS

M/s P C N & Associates., (FRN:016016S), Chartered Accountant were appointed as Statutory Auditors of the Company for five consecutive years at the Annual General Meeting held on 28th September 2019 and the term endures up to the completion of the Audit of the Financial Year 2024-25. However, pursuant to the Order Issued by NFRA Dated 26.04.2024, Order No. 014/2024, in the matter of M/s P C N & Associates and CA Gopala Krishna Kandula under Section 132(4) of the Companies Act, 2013, PCN & Associates have tendered their resignation from the position of the Statutory Auditors of the Company after completion of FY 2023-24 Statutory Audit. They have conveyed their NoObjection to the Company appointing another Statutory Auditor vide their letter dated 21st May 2024.

As per the provisions of Section 139(8) of the Companies Act, 2013, casual vacancy caused by the resignation of auditors can be filled by the Board within 30 days of vacancy and is required to be approved by the Company in general meeting within three months thereof. Hence, the Board of Directors at their meeting held on 17th June, 2024, appointed M/s. NGST & Associates (FRN:135159W), Mumbai, to fill the casual vacancy and that they will hold office until this Annual General Meeting. The Board proposes that M/s. NGST & Associates (FRN: 135159W) Chartered Accountants, may be appointed as the Statutory Auditors of the Company for a period of 5 years in terms of Section 139(1) of the Companies Act, 2013

The Report of the Auditors on the Accounts of the Company is attached herewith, and being self-explanatory, does not need further elaboration.

Secretarial Audit Report and Certificate

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Mr. Vijay Tiwari, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the FY 2023-24. The Secretarial Audit Report for the FY 2023-24 is annexed to this Directors Report as Annexure-IV.

Directors Qualification Certificate

In terms of SEBI (LODR) Regulations 2015, a certificate from Mr. Vijay Tiwari, Practicing Company Secretary has been received stating that none of the Directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of company by the Board/Ministry of Corporate Affairs or any such statutory authority and the same is annexed to this report.

Disclosure of transactions of the listed entity with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the listed entity:

During the financial year 2023-24, no such transaction took place with any person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the listed entity.

Corporate Social Responsibility

Subject to the provisions of Section 135 and Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2015, the Company is not mandatorily required to undertake CSR initiatives. The report of the CSR activities is not applicable to the Company.

DONATION:

During the year, the Company has not given donations to any charitable trust.

DECLARATION ABOUT INDEPENDENT DIRECTORS UNDER SUB-SECTION 6 OF SECTION 149:

The Company has received the declarations from Independent Directors that they meet the criteria of independence laid down under section 149(6) of the Companies Act, 2013 and under regulation 16(b) of SEBI (LODR) Regulations, 2015.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 134(5) of the Companies Act, 2013, Directors subscribe to the “Directors

Responsibility Statement” and confirm that:

a) In preparation of annual accounts for the year ended 31st March 2024, the applicable accounting standards have been followed and no material departures have been made from the same;

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 or loss of the Company for that year;

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 for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts for the year ended 31st March, 2024, on a going concern basis.

e) The Directors have laid down the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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.

AUDITORS REPORT

The Auditors Report on the accounts of the Company for the accounting year ended 31st March, 2024, is self-explanatory and does not call for further explanations or comments that may be treated as adequate compliance of Section 134 of the Companies Act, 2013.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any ESOS scheme.

3. The Company does not have a Managing Director or any subsidiaries, and as such the question of the Managing Director of the Company receiving any remuneration or commission from any of its subsidiaries does not arise.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

ACKNOWLEDGEMENT

Your Directors express their appreciation for the assistance and cooperation received from its Bankers, various government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

Date: 22nd July, 2024	By order of the Board
Place: Navi Mumbai	Veena Morsawala
	Director