Eppeltone Engineers Ltd Directors Report

BOARDS - REPORT

TO THE MEMBERS OF

EPPELTONE ENGINEERS LIMITED

(FORMERLY KNOWN AS EPPELTONE ENGINEERS PRIVATE LIMITED)

Your directors 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 Exceptional Items	1666.92	1241.31
c) Less: Dep.	129.86	76.90
d) Profit after dep. but before tax and Exceptional Items	1537.06	1164.41
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 companys 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 Meeting	Date of Meeting	Name of Directors and their attendance in each 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
	15-07-2024				NA	NA
	20-07-2024				NA	NA
	16-08-2024				No	No
	20-08-2024				No	No
	22-08-2024				No
	26-08-2024
	29-08-2024				No	No
	30-08-2024				No	No
	24-09-2024				No	No
	13-11-2024				No	No
	28-11-2024				No	No
	07-12-2024				No	No
	17-12-2024				No	No
	18-12-2024
	24-12-2024
	31-12-2024				No	No
	05-03-2025				No	No
	18-03-2025				No	No
	27-03-2025				No	No
Total no. of attended b Director	Meetings each	29 (Twenty- Nine)	29 (Twenty- Nine)	29 (Twenty- Nine)	3 (Th ree)	4 (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:

Sr. No.	Date of Meeting	Name of Committee Members and their attendance in each meeting
		Mr. Sandeep Thukral	Ms. Jyoti Bala	Mrs. Reshu Chowdhary
	Designation	Chairman	Member	Member
1.	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	s	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 auditors 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

Remuneration to Directors

There were no pecuniary relationships or transactions of the non-executive directors 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	-

Independent Directors Committee

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

Details of independent directors 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 poverty

• promotion of education

• Promoting gender equality and empowering women

• Reducing child mortality and improving maternal health

• combating human immunodeficiency virus, acquired immune deficiency syndrome, malaria and other diseases

• ensuring environmental sustainability

• employment enhancing vocational skills

• social business projects

• contribution to the Prime Ministers National Relief Fund or any other fund set up by the Central Government or the State Govemments for socio-economic development and relief and funds for the welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women

• such other matters as may be prescribed

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:

• 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.

FAMILIARIZATION PROGRAMS FOR INDEPENDENT DIRECTORS

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 Companys 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 Companys 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/

WHISTLE BLOWER POLICY AND VIGILANCE MECHANISM

As required by Section 177(9) of the Act, the Companys whistleblower policy and vigil mechanism set up a formal vigil procedure for directors and employees to report genuine concern of unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct. The audit committee periodically evaluates the vigil mechanisms existence and performance. The aforementioned policy and mechanism have been effectively communicated across all sections within the Company. The whistleblower policy and vigil mechanism have also been posted on the Companys internal HR management system as well as on the website of the Company at https://eppeltone.in/i nvestor/

PREVENTION OF INSIDER TRADING PRACTICES

In accordance with the SEBI (Prohibition of Insider Trading) Regulations 2015 as amended ("SEBI PIT Regulations"), the Company has adopted ‘code of conduct for regulating monitoring and reporting of trading by designated persons and their immediate relatives, ‘code of practices and procedures for fair disclosure of unpublished price sensitive information and ‘policy for procedure of inquiry in case of leak of unpublished price sensitive information. The aforementioned codes prohibit procuring, communicating, providing or allowing access to unpublished price sensitive information except where such communication is in furtherance of legitimate purposes performance of duties or discharge of legal obligations. The aforementioned codes/guidelines also forbid insiders from trading in securities when they have access to sensitive price information that has not yet been published and when the trading window is closed. However, an insider is entitled to formulate a trading plan for dealing in securities of the Company and submit the same to the compliance officer for approval and public disclosure. In light of the aforementioned, the Company has established an adequate and effective system of internal controls to ensure compliance with the requirements of SEBI PIT Regulations.

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 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.

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 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 reappointment.

The Notes on Financial Statements referred to in the Auditors Report are selfexplanatory 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 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.

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 subregulation (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 Companys 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 Companys 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 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.

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.

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 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 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.

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.
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.
	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 and regularized in Extra Ordinary General Meeting:

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.
	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 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 employmentenhancing 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.

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

BOARD EVALUATION

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 Boards 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 Companys 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 Boards 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
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 Companys 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 respect of the following items as there were no transactions on these items during the year under review:

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

• The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings.

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

• No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and

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

All other applicable informations to be reported in Boards Report are either nil or not applicable on the Company.

ACKNOWLEDGEMENT

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

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.

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