Epsom Properties Ltd Directors Report

To the Members

The Board of Directors has pleasure in presenting the 39th Annual Report and Audited Financial Statements for the year ended 31st March, 2026, together with the Independent Auditors Report.

FINANCIAL RESULTS

The financial performance of your Company for the year ended 31st March 2026 is summarized below:

Description	For the year ended 31st March, 2026 (Rs. in Lakhs)	For the year ended 31st March, 2025 (Rs. in Lakhs)
Total Income	NIL	NIL
Total Expenditure	34.32	34.12
Depreciation	-	-
Exceptional Items	-	-
Profit/(Loss) before Taxation	(34.32)	(34.12)
Provision for Taxation	-	-
Profit/(Loss) after Taxation from ordinary activities	(34.32)	(34.12)
Extraordinary items	-	-
Net Profit/(Loss)	(34.32)	(34.12)

RESULTS OF OPERATIONS

The total income for the current financial year ended on 31st March, 2026 stands at Rs. NIL as against Rs. NIL for the previous financial year ended on 31st March, 2025.

The total expenditure has marginally increased from Rs. 34.12 Lakhs for the previous financial year ended on 31st March, 2025 to Rs. 34.32 Lakhs for the current financial year ended on 31st March, 2026.

The net loss of the Company has increased to Rs. 34.32 Lakhs for the current financial year ended on 31st March, 2026 from Rs. 34.12 Lakhs for the previous financial year ended on 31st March, 2025.

BUSINESS OPERATIONS

Your Company could not undertake any commercial activities despite infusion of efforts by the Promoters who have concrete plans to activate business initiatives in the Company.

Your Board therefore is optimistic of activating the business initiatives before long. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Management of the Company consisted of following Directors as on 31st March, 2026:

Sl. No.	Particulars	Designation	DIN
1	Mr. Satagopan Ramesh	Chairman	00935017
2	Mr. Kandala Reddy Bhakthavatsala	Director	00697854
3	Ms. Sravana Sudhamsa Nimmaraju	Director	09766555
4	Mr. Sanga Tejaswi	Whole-Time Director and CFO	08784189
5	Ms. Mounika Bandam	Company Secretary	A - 70332

In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Kandala Reddy Bhakthavatsala (holding DIN: 00697854), Director, retires by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment.

Following are the changes in the composition in the Board of Directors and Key Managerial Personnel that took place during the financial year 2025-2026:

Ms. Rupal Pandey resigned from the position of Company Secretary and Compliance Officer of Company as on 15th May, 2025. The Board placed on record its appreciation to the outgoing KMP for the services rendered by her during her tenure.

Mr. Mounika Bandam was appointed as Company Secretary and Compliance Officer of the Company on 16th May, 2025.

CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 15(2) of the Listing Regulations, Compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and clause (b) to (i) of Regulation 46(2) and Para C, D, and E of Schedule V shall not apply to listed entities having Paid-up Equity Share Capital not exceeding Rs.10 Crores and Net Worth not exceeding Rs. 25 Crores as on the last date of the previous financial year.

The Company falling under the specified limits of the above Regulation, requirement of giving Corporate Governance Report in Annual Report as per the Para C of the Schedule V is exempted to the Company and hence not required to be presented.

NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES

During the financial year ended 31st March 2026, Six (6) Meetings of the Board of Directors were held and the maximum time gap between Two (2) meetings did not exceed one hundred and twenty days. The details of the Board Meetings are on 8 May 2025, 20th May, 2025, 14th July 2025, 11th August 2025, 7th November 2025 and 29th January 2026.

Details of attendance at Board Meetings and at the AGM held during the year are as follows:

Name of the Director	Board Meetings		Attendance at Last AGM on 24.09.2025
	Entitled to attend	Attended
Mr. Ramesh Satagopan	6	6	YES
Mr. Sanga Tejaswi	6	6	YES
Mr. K Bhakthavatsala Reddy	6	5	YES
Ms. Sravana Sudhamsa Nimmaraju	6	5	YES

 

BOARD COMMITTEES
a. Audit Committee (AC):
Mr. Ramesh Satagopan	- Chairman
Mr. Bhakthavatsala Reddy	- Member
Ms. Sravana Sudhamsa Nimmaraju	- Member
b. Nomination and Remuneration Committee (NRC)
Ms. Sravana Sudhamsa Nimmaraju	- Chairman
Mr. Ramesh Satagopan	- Member
Mr. K. Bhakthavatsala Reddy	- Member
c. Stakeholders Relationship Committee (SRC):
Mr. Ramesh Satagopan	- Chairman
Mr. Bhakthavatsala Reddy	- Member
Mr. Sanga Tejaswi	- Member

1. AUDIT COMMITTEE

During the year under review, four (4) meetings were held on 8th May 2025, 11th August, 2025, 07th November, 2025 and 29th January, 2026.

Name of the Member	Nature of Membership	No. of Meetings entitled to attend	Attended
Mr. Ramesh Satagopan	Chairman	4	4
Mr. K Bhakthavatsala Reddy	Member	4	4
Ms. Sravana Sudhamsa Nimmaraju	Member	4	4

2. NOMINATION AND REMUNERATION COMMITTEE

During the year under review, one meeting was held on 14th July, 2025.

Name of the Member	Nature of Membership	No. of Meetings entitled to attend	Attended
Ms. Sravana Sudhamsa Nimmaraju	Chairperson	1	1
Mr. Ramesh Satagopan	Member	1	1
Mr. K. Bhakthavatsala Reddy	Member	1	1

3. STAKEHOLDERS RELATIONSHIP COMMITTEE

During the year under review, one meeting was held on 29th January, 2026:

Name of the Member	Nature of Membership	No. of Meetings entitled to attend	Attended
Mr. Ramesh Satagopan	Chairman	1	1
Mr. K Bhaktavatsala Reddy	Member	1	1
Mr. Sanga Tejaswi	Member	1	1

INDEPENDENT DIRECTORS

Your Board is pleased to note and report that both the Independent Directors i.e., Mr. Ramesh Satagopan, and Ms. Sravana Sudhamsa Nimmaraju have maintained highest standards of integrity in their dealings with the Company. They also possess the requisite expertise and experience (including Proficiency) necessary for acting as Independent Directors of the Company.

As required by the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 and the Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019, Mr. Ramesh Satagopan and Ms. Sravana Sudhamsa Nimmaraju have registered their names in the data bank of Independent Directors maintained by Indian Institute of Corporate Affairs. Annual Declarations received from the both of them for the year 2025-26 contain affirmations regarding registrations in the databank.

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations. (Annexure I).

All the Independent Directors have also confirmed under Regulation 16(b) of the Listing Regulations that they are not Non-Independent Director of another Company on the Board of which any Non-Independent Director of the listed entity is an Independent Director.

DIRECTORS RESPONSIBILITY STATEMENT

In pursuance of Section 134(3)(c) of the Companies Act, 2013, the Directors hereby confirm that:

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures from the same;

b) they 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 your Company at the end of the financial year and of the profit and loss of the Company for that period;

c) proper and sufficient care have been taken 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 Annual Accounts have been prepared on a ‘Going Concern basis;

e) proper internal financial control laid down by the Directors have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were in force and that such systems were adequate and operating effectively.

OPPORTUNITIES, CHALLENGES AND CONCERNS

Your Company did not undertake any Commercial Activities during the year. Opportunities are being looked into for undertaking any commercial activities.

PUBLIC DEPOSITS

During the financial year 2025-26, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

INDUSTRIAL RELATIONS

The industrial relations of the Company have been cordial.

AMOUNT TRANSFERRED TO RESERVES

In view of the losses incurred, the question of transferring reserves does not arise.

CHANGES IN SHARE CAPITAL

There were no changes in the Capital Structure of the Company during the year under report. Capital structure remained as follows:

The Authorized Capital of the Company: Rs. 15,00,00,000 (Rupees Fifteen Crores only) divided into 1,50,00,000 (One Crore Fifty Lakhs only) Equity Shares of Rs.10/- (Rupees Ten only) each.

The Issued, Subscribed and Paid-up Capital of the Company: Rs. 7,45,28,000/- (Rupees Seven Crores Forty Five Lakhs and Twenty Eight Thousand only) divided into 74,52,800 (Seventy Four lakhs Fifty Two Thousand Eight Hundred) Equity Shares of Rs. 10/- (Rupees Ten only) each.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments which occurred, affecting the financial position of the Company between 31st March, 2026 and the date on which this Report has been signed.

CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of business of the Company during the financial year ended on 31st March, 2026.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no material changes after 31st March, 2026 till the signing of this Report.

INFORMATION ON THE FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JVS

The Company does not have any Subsidiaries/Associates/JVs.

DIVIDEND

In view of losses incurred, your Directors do not propose any dividend for the year ended 31st March, 2026.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The disclosures pursuant to the provisions of Section197(12) of the Companies Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure - III and forms part of this Report.

There are no employees receiving remuneration more than Rs. 1,02,00,000/- (Rupees One Crore Two Lakhs only) per annum and /or Rs. 8,50,000/- (Rupees Eight Lakhs Fifty Thousand only) per month. Therefore, statement/disclosure pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be circulated to the Members and is not attached to the Annual Report.

There are no employees posted and working in a country outside India, not being Directors or relatives, drawing more than Rs. 1,02,00,000/- (Rupees One Crore Two Lakhs only) per financial year or Rs. 8,50,000/- (Rupees Eight Lakhs Fifty Thousand only) per month as the case may be. Therefore, statement/disclosure pursuant to Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be circulated to the Members and is not attached to the Annual Report.

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company had met on 27th February, 2026 during the year to review the performance of Non-Independent Directors and the Board as a whole, to review the performance of the Chairman of the Company and Non-Executive Directors and other items as stipulated under the Listing Regulations. The Independent Directors have also declared their independence.

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors, pursuant to the provisions of the Companies Act, 2013.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors based on criteria such as Board structure and composition, formation and delegation of responsibilities to Committees, Board processes and their effectiveness, degree of effective communication with the stakeholders.

The performance of the Board Committees was evaluated by the Board after seeking inputs from the Committee members based on criteria such as Committee composition, structure, effectiveness of Committee Meetings.

Independent Directors of the Company provided their views on performance of NonIndependent Directors, and the Board as a whole, considering the views of Executive Directors and Non-Executive Directors.

Your Board has evaluated the Independent Directors and confirms that all Independent Directors fulfilled the independence criteria as specified in SEBI Listing Regulations.

AUDITORS AND AUDITORS REPORT

Messrs. S. Vishnu & Co., Chartered Accountants, Chennai, having ICAI Firm Registration No. 005179S were appointed as Statutory Auditors of the Company for a period of five years, to hold office from the conclusion of the 37th AGM till the conclusion of the 42nd Annual General Meeting of the Company to be held in the year 2029.

EXPLANATIONS IN RESPONSE TO AUDITORS QUALIFICATIONS

During the year under review, there were no qualifications, reservations or adverse remarks made by the Statutory Auditors in their Reports.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Kalaivani S, Bangalore, Practising Company Secretary to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed as Annexure - II to this Report.

ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 read with Companies (Amendment) Act, 2020, an annual return in MGT-7 is placed in the website of the Company i.e. www.epsom.in

RELATED PARTY TRANSACTIONS

There are no particulars of contracts or arrangements with Related Parties pursuant to Section 188(1) of the Companies Act, 2013 for Financial Year 2025-26.

LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

a. Details of investments made by the Company in the Equity Shares as on 31st March, 2026 (including investments made in the previous years):

Munoth Investments Limited - Rs. 3,34,100/-

b. The Company has neither given any loan not issued any guarantees in accordance with Section 186 of the Companies Act, 2013 read with the Rules issued there under.

RISK MANAGEMENT

The Company has formulated a Risk Management Policy and a mechanism to apprise the Board about risk assessment and mitigation procedure. It also undertakes periodical review to ensure that Executive Management Controls risks by means of properly designed risk management framework.

There are no risks which in the opinion of the Board threaten the existence of the Company. VIGIL MECHANISM

Your Company is committed to highest ethical and legal standards. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and as per Regulation 4(2)(d)(iv) of the Listing Regulations.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 on Corporate Social Responsibility are not applicable to the Company.

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

(A) Conservation of Energy:

Steps taken / impact on conservation of energy,	The Companys operations are not power intensive. Nevertheless, your Company has introduced various measures to conserve and minimize the use of energy wherever it is possible.
(i) Steps taken by the company for utilizing alternate sources of energy including waste generated	Nil
(ii) Capital investment on energy conservation equipment	Not Applicable
Total energy consumption and energy consumption per unit of production as per Form A	Not Applicable

(B) Technology Absorption:

Efforts in brief, made towards technology absorption, adaptation and innovation	Nil
Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc.	Not Applicable
In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year), following information may be furnished:
Technology imported	Not Applicable
Year of Import	Not Applicable
Has technology been fully absorbed	Not Applicable
If not fully absorbed, areas where this has not taken place, reasons therefore and future plan of action	Not Applicable

DETAILS OF INTERNAL FINANCIAL CONTROLS REALTED TO FINANCIAL STATEMENTS

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

These are in accordance with generally accepted accounting principles in India.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

GENERAL

a) The Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise; and

b) The Company does not have any ESOP Scheme for its Employees/Directors.

RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION / REMUNERATION FROM ITS HOLDING OR SUBSIDIARY

No Director has received any commission from your Company.

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. However, the Company has not constituted Internal Complaints Committee (ICC) due to having less than ten workers.

The following is a summary of sexual harassment complaints received and disposed- off during the financial year 2025-26:

No of complaints received :	NIL
No of complaints disposed :	NIL
No. of complaints pending :	NIL

INVESTORS EDUCATION AND PROTECTION FUND

During the year under review there were no unpaid or unclaimed amounts required to be transferred to IEPF account.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. Further, no case of Fraud has been reported to the Management from any other sources.

DISCLOSURE FOR COMPLIANCE WITH MATERNITY BENEFIT ACT:

There were no such events during the year to disclose under this Act.

NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR:

1. Number of Female Employees: 01

2. Number of Male Employees: 02

3. Number of Transgender Employees: NIL

REGISTRAR AND SHARE TRANSFER AGENT:

During the year under review, Cameo Corporate Services Limited acted as the Registrar and Share Transfer Agent of the Company.

The International Securities Identification Number (ISIN) allotted to the Companys Equity Shares is INE601F01016.

DETAILS OF EMPLOYEE STOCK OPTIONS:

The Company does not have any Employee Stock Option Scheme/ Plan.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

There is no application being ever made for One Time Settlement (OTS) with any banks or financial institution.

COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS

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

MAINTENANCE OF COST RECORDS

Maintenance of Cost Records as specified by the Central Government under Sub-Section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Company.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

There is no such process initiated during the year, therefore said clause is not applicable to the Company.

REVISION OF FINANCIAL STATEMENT OR THE REPORT

As per the Secretarial Standards-4, in case the Company that has revised its financial statement or the Report in respect of any of the three preceding financial years either voluntarily or pursuant to the order of a judicial authority, the detailed reasons for such revision shall be disclosed in the Report of the year as well as in the Report of the relevant financial year in which such revision is made.

There is no revision of Financial Statement of the Company that took place in any of the three preceding financial years under consideration.

CODE OF CORPORATE GOVERNANCE

Good Corporate Governance is required for each and every Corporate whether in Private or Public. It helps the Company to establish transparency in reporting its operations to its members and to maintain certain level of accountability.

Your Company has committed itself to report to its members that all the functions of the Company are carried out in a professionally sound and acceptable manner. Your Company Directors practice high standard of Corporate Governance in its activities and ensures that the Business Plans and Corporate strategies are carried out by the Company to its best advantage and that major risks associated with the business are fairly assessed and suitable remedial measures are taken to tackle these risks.

Further, your Directors report that the activities are carried out by the Company to the satisfaction of the legal and ethical responsibilities of the business in which it is engaged.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this report and gives the details of the overview, opportunities and threats, internal control systems and their adequacy and operational performance of the Company.

Your Company has taken several steps to improve its presence and is in an advance stage of identifying a couple of projects and will subject to viability and board approval progress to next level of implementation.

ACKNOWLEDGEMENTS

Your Directors recognize the continued support extended by all the Shareholders and gratefully acknowledge with a firm belief that the support and trust will continue in the future also.

	By the order of the Board
	For EPSOM Properties Limited
	Ramesh Satagopan Chairman
Place : Hyderabad	DIN:00935017
Date : 27.05.2026	[Address : Flat No.322 Block No.5, GK Pride Apartments, Near Swarna Andhra Colony, Yapral, Hyderabad,Telangana - 500087]