Eppeltone Engineers Ltd Directors Report

TO THE MEMBERS OF

EPPELTONE ENGINEERS LIMITED (FORMERLY KNOWN AS EPPELTONE ENGINEERS PRIVATE LIMITED)

Your Directors take pleasure in presenting the Twenty First Annual Report on the business and operations of the company for the financial year ended on March 31, 2024.

1. Financial Highlights

The financial performance of your company for the year ending March 31,2024 is summarized below:

Particulars	As on 31.03.2024	As on 31.03.2023
a) Total revenue	8004.18	7299.09
b) Profit before Dep., tax and Exceptional Items	1241.31	224.16
c) Less: Dep.	76.90	71.96
d) Profit after dep. but before tax and Exceptional Items	1164.41	152.20
e) Exceptional Items	-	-
f) Profit before Tax	1164.41	152.20
g) Less: Tax Expenses-
i) Current tax	317.88	37.9
ii) Tax for earlier years	-	-
iii) Deferred tax	-63.82	79.35
h) Profit for the year	910.35	34.95

2. 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 companies performances for the financial year 2023-24 as compared to previous year 2022-23 are given below:-

> Total revenue is increased from Rs. 8004.18 Lacs to Rs. 7299.09 Lacs

> Profit before Tax is increased from Rs. 1164.41 Lacs to Rs. 152.20 Lacs

> Net Profit after Tax is increased from Rs. 910.35 Lacs to Rs. 34.95 Lacs

3. Number of Meeting of Board of Directors

(A) During the Financial Year 2023-24, the Company held fifteen 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 Meeting	Date of Meeting	Name of Directors and their attendance in each meeting
		Mr. Rohit Chowdhary	Mr. Deven Chowdhary	Mrs. Reshu Chowdhary
1.	10/04/2023	YES	YES	NA
2.	25/05/2023	YES	YES	NA
3.	02/08/2023	YES	YES	NA
4.	07/09/2023	YES	YES	NA
5.	07/12/2023	YES	YES	NA
6.	31/01/2024	YES	YES	NA
7.	12/02/2024	YES	YES	YES
8.	17/02/2024	YES	YES	YES
9.	02/03/2024	YES	YES	YES
10.	05/03/2024	YES		YES
11.	06/03/2024	YES		YES
12.	09/03/2024	YES		7
13.	12/03/2024	YES		YES
14.	14/03/2024	YES	YES	YES
15.	18/03/2024		YES	YES
Total no. attended Director of Meetings by each		15 (Fifteen)	15 (Fifteen)	09 (Nine)

(B) Company has also held following General Meetings During the year 2023-24:

General Meeting Particulars	Date	No. of Members Present
1. Annual General Meeting	30.09.2023	2
2. Extra Ordinary General Meeting	04.03.2024	7
3. Extra Ordinary General Meeting	05.03.2024	7
4. Extra Ordinary General Meeting	12.03.2024	7
5. Extra Ordinaty General Meeting	26.03.2024	7

***Note that there were no Committee meetings held by company during the year. However, the same were formed after the end of financial year 31.03.2024 to meet the requirements of Companies Act, 2013 whose detail in given below in this report.

4. 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 company is having an audit committee comprising of the following directors:

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

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:

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

Independent directors committee

There are two independent directors in the company appointed after the end of Financial year end date i.e. 31.03.2024 and they have not held any committee meeting yet.

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 following directors:

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

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:

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:

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

5. Directors Responsibility Statement

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:

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

(b) 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;

(c) 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;

(d) they had prepared the annual accounts on a going concern basis.

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

(f) 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.

6. Declaration by Independent Directors

However all the independent directors were appointed after the end of Financial year 31.03.2024 though Company has received declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent director during the year.

7. Policy on directors appointment and remuneration and other details

The Companys 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.

8. Auditors:

8.1 Statutory Auditors & their Report

You are requested to consider the reappointment of the auditors from the conclusion of the ensuing Annual General Meeting till the conclusion of the Twenty Sixth AGM of the Company to be held in the year 2029.

Abhay Sharma and Company, Chartered Accountants (Firm Registration No.: 018749C) who were appointed as the Auditors of the company in Extra Ordinary General Meeting held on 25.06.2024 be and is hereby reappointed as Statutory Auditor of the company from the conclusion of the ensuing Twenty first (21^st) Annual General Meeting (AGM) till the conclusion of the Twenty Sixth (26^th) 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 reappointment, 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

8.2 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.

8.3 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.

9. Particulars of Loans, Guarantees and Investments

The Company has not made any investment, grant loans, give guarantee and provide security during the financial year.

10. Related Party Transactions

All related party transactions that were entered into during the financial year were on an arms 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.

11. Change in Nature of Business

There is no change in the nature of business of the company.

12. Share Capital

The paid-up Equity Share Capital as on March 31, 2024 was Rs. 4,23,70,860/- During the year under review, the Company has issued 251086 shares on preferential basis at 20.03 premium per share and has not issued shares with differential voting rights nor granted stock options nor sweat equity.

However, Company has issued 303753 shares on 27.04.2024 and 221817 shares on 22.06.2024 on preferential basis at 149.31 premium per share.

Further Company has also given bonus shares to existing shareholders in 1:1 ratio has allotted 47,62,656 fully-paid-up equity shares of face value 10 each on 16.08.2024.

13. Transfer to reserve

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

14. Dividend

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

15. Human Resources

The well disciplined workforce which has served the company for more than two decades lies at the very foundation of the companys 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.

16. Material Changes and Commitments, if any, Criteria specify

During the year no material changes and commitment made by directors affecting financial position of the company.

However, after end of financial year status of the Company has been changed from Private Limited to Public Limited for which approval of members in Extra Ordinary General Meeting was taken on 04.03.2024 and the same was approved by Concerned Authority i.e Registrar of Companies on 19.06.2024 making it effective from said date.

Also, the Company is in the process of filling of Draft Red Hearing Prospectus with NSE for listing of Company on SME Board for the process of same Company has also appointed Expert

Global Consultants Private Limited as Book Running Lead Manager of the Issue and Skyline Financial Services Private Limited as Registrar to the issue.

17. 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 equipments; 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. Detail is attached as ANNEXURE -C.

(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 industiy.

(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)-

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 Rs. 7545478.1

(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.)
	31.03.2024	31.03.2023
(i) Foreign exchange earning Value of export of Component	NIL	NIL
(ii) Foreign exchange Outgo Payment for Import of Material	153252179.89	81977839.97
Payment of Capital Goods	396119609.81	782778.39
Tour and Travel	NIL	NIL

18. Business Risk Management

Risks are events, situation or circumstances which may lead to negative consequences on the companys 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.

19. Directors and Key Managerial Persons

There were changes in the constitution of board during the year, and directors as on 31.03.2024 are as follows:

Name	Designation	Date of appointment	Date of cessation & Mode of Cessation
1. Mr. Rohit Chowdhary	Director	01.08.2010	N.A.
2. Mr. Deven Chowdhary	Director	09.06.2021	N.A.
3. Mrs. Reshu Chowdhary	Non-Executive additional Director	16.02.2024	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 Mr. Deven Chowdhary (DIN 09198677) Director of the Company retires at the ensuing annual general meeting and being offers himself for re-appointment.

During the year Company has appointed Mr. Reshu Chowdhary as additional Director of the Company on 31.01.2024 with effect form date of allotment of DIN i.e. 16.02.2024.

However, after the end of financial year 31.03.2024 and till the date of signing of Board report following directors and KMP were appointed in Board Meeting and regularized in Extra Ordinary General Meeting:

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.
4. 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.

20. Deposits

The company has not accepted any deposits during the year.

21. Disclosure relating to the provision of Section 73 of Companies Act,2013 read with rule (2) (l)(c)(viii) of The CompaniesfAcceptance of Deposit) Rules 2014.

During the year the company has not accepted any borrovving(s) from its Directors and relatives.

22. Corporate Social Responsibilities (CSR)

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 for the Financial Year end 31.03.2024 so there is no requirement for constitution of Corporate Social Responsibility Committee and Expenditure thereto.

However 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 committee has decided the activities to be undertaken by the company and the expenditures to be incurred on the same and recommended the same to the board therefore the board approved the CSR policy.

The CSR Policy may be accessed on the Companys 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 Ministers 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.

23. Board Evaluation

The provision of section 134(3)(p) relating to board evaluation is not applicable on the company.

24. 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.

25. Particulars of Employees

There were no employees employed by the company falling within Section 197 read with Rule, 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence relevant disclosures are not required.

26. Vigil Mechanism / Whistle Blower Policy

The provisions of section 177(10) of the Companies Act, 2013 are not applicable on the company.

27. Information about Subsidiary/ JV/ Associate Company

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

28. 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.

29. Fraud Reporting

No frauds found which have been reported by the auditors.

30. 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.

31. 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:

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

32. 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.

33. Cautionary Statement

The statements contained in the Boards 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.