EPW India Ltd Directors Report

To

The Members

EPW India Limited (Formerly known as EPW India Private Limited)

Your Directors take pleasure in presenting the 05th (Fifth) Annual Report together with the Standalone & Consolidated Audited Financial Statements for the period ended 31st March 2026 along with the Directors Report & Statutory Auditors Report of your Company.

During the financial year under review, the Companys Equity shares were listed on the SME Platform of National Stock Exchange on 29th December 2025, pursuant to the successful completion of its Initial Public Offer (IPO), marking a significant milestone in the Companys growth journey. Your Directors place on record their sincere appreciation to all shareholders, customers, bankers, business associates, regulatory authorities and other stakeholders for their continued trust, confidence and support.

This Report has been prepared in compliance with the applicable provisions of the Companies Act, 2013 ("the Act"), the Rules made thereunder, the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations governing the Company.

1. FINANCIAL HIGHLIGHTS:

The Companys financial performance (standalone & consolidated), for the year ended 31st March, 2026 is summarized as follows:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	10,182.91	5,187.54	10,745.90	5,330.91
Other Income	19.19	2.68	4.58	2.68
Total Income	10,202.10	5,190.22	10,750.48	5,333.59
Total Expenses	8,779.30	4,623.58	9,298.05	4,741.44
Profit before Tax	1,422.80	566.64	1,452.43	592.15
Profit before Exceptional and Extraordinary items and tax	1,422.80	566.64	1,452.43	592.15
Extraordinary & Prior Period items	-	-	-	-
Profit Before Tax	1,422.80	566.64	1,452.43	592.15
Less: Current tax	418.15	162.94	426.70	168.69
Earlier Years Tax Expense	0.38	-	(2.44)	-
Deferred Tax Liability	(2.34)	(0.76)	(3.08)	(1.07)
Profit After Tax	1,006.61	404.45	1,031.25	424.53

2. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:

During the financial year under review, the Company continued its growth trajectory and delivered a strong financial performance. The Company recorded revenue from operations of Rs. 10,182.91 Lakhs as compared to Rs. 5,187.54 Lakhs in the previous financial year, representing a significant increase in its operating revenues. The Company also recorded a Profit After Tax of Rs. 1,006.61 Lakhs (Rupees One Thousand Six Lakh Sixty-One Thousand Only), as compared to Rs. 404.45 Lakhs in the previous financial year.

3. CHANGE IN NATURE OF BUSINESS:

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

4. DIVIDEND:

In view of the Companys financial position and with a view to conserving resources for the Companys future growth and business requirements, the Board of Directors (‘the Board) has decided not to recommend any dividend for the financial year ended 31st March, 2026. Accordingly, no dividend has been recommended for the financial year under review.

5. TRANSFER TO RESERVES:

During the financial year under review, the Company has not transferred any amount to Reserve & Surplus pursuant to the provisions of Section 123 of the Companies Act, 2013 for payment of dividend. However, during the financial year under review, a profit of Rs. 1,006.61 Lakhs was transferred to Statement of Profit & Loss account in Reserve & Surplus.

6. TRANSFER OF UNCLAIMED/UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

During the financial year under review, there were no unclaimed or unpaid dividends, shares or other amounts that were required to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of Section 125(2) of the Companies Act, 2013. Accordingly, no amount or shares were transferred to the IEPF during the year.

7. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year (31st March, 2026) to which the financial statements relate and on the date of this report.

8. NAMES OF THE SUBSIDIARIES/ASSOCIATES/JOINT VENTURES:

During the financial year under review, Renavart Recyclers India Private Limited (CIN: U37100TG2022PTC168430) continued to be the Wholly-Owned Subsidiary of the Company.

However, during the financial year under review, the Company did not have any Associate Company or Joint Ventures.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement in Form AOC-1, containing the salient features of the financial statement of the Subsidiary Company is attached as Annexure-I and forms part of this Report.

During the financial year under review, no company became or ceased to be a Subsidiary, Joint Venture or Associate Company of the Company.

9. CHANGE IN SHARE CAPITAL OF THE COMPANY, IF ANY:

Authorized Share Capital:

The Authorized Share Capital of the Company as on 31st March 2026 was Rs.

6.50.00. 000/- (Rupees Six Crore Fifty Lakh Only) divided into 1,30,00,000 (One Crore Thirty-Lakh) Equity Shares of Rs. 5/- each (Rupees Five only). During the year under review, there were following changes in the Authorised Share Capital of the Company:

1. The shareholders of the Company approved the increase in the Authorised Share Capital of the Company from Rs. 10,00,000/- (Rupees Ten Lakh Only), comprising 1,00,000 (One Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each, to Rs.6,50,00,000/- (Rupees Six Crore Fifty Lakh Only), comprising 65,00,000 (Sixty-Five Lakh) Equity Shares of Rs.10/- (Rupees Ten Only) each, by passing a Special Resolution at the Extra-Ordinary General Meeting of the Company held on 04th June, 2025.

2. Subsequently, the shareholders of the Company approved the sub-division of Equity Share of the Company having a face value of Rs. 10/- (Rupees Ten Only) into Rs. 5/- (Rupees Five Only) each, by passing a Special Resolution at the Extra-Ordinary General Meeting of the Company held on 18th July, 2025. Accordingly, the Authorised Share Capital of Rs. 6,50,00,000/- (Rupees Six Crore Fifty Lakh Only) was thereafter divided into 1.30.00. 000 (One Crore Thirty Lakh) Equity Shares of Rs. 5/- (Rupees Five Only) each.

Paid-up Share Capital:

The paid-up equity capital of the Company as on 31st March 2026 was Rs. 5,73,98,000/- (Rupees Five Crores Seventy-Three Lakh Ninety-Eight Thousand Only) divided into 1,14,79,600 (One Crore Fourteen Lakh Seventy-Nine Thousand and Six Hundred) Equity Shares of Rs. 5/- (Rupees Five Only) and during the year under review, there were following changes in the paid-up share capital of the Company:

1. The Company allotted 80,00,000 (Eighty-Lakh) Equity Shares of Face Value of Rs. 5/- (Rupees Five Only) each as fully paid-up bonus shares to the eligible members of the Company in the ratio of 40:1 i.e. 40 Equity Shares for every 1 Equity Share held by them on 1st September, 2025.

2. During the financial year under review, your Company entered into the Securities Market through Initial Public Offering (IPO). The public issue comprised of Fresh Issue of 32,79,600 Equity Shares of Rs. 5/- each at a premium of Rs.92/- per share. The Equity Shares of the Company are listed at EMERGE SME platform of the National Stock Exchange of India Limited.

• Buy Back of Securities: The Company has not bought back any of its securities during the year under review.

• Sweat Equity: The Company has not issued any sweat equity shares during the year under review.

• Bonus Shares: The Company allotted 80,00,000 (Eighty-Lakh) Equity Shares of Face Value of Rs. 5/- (Rupees Five Only) each as fully paid-up bonus shares to the eligible members of the Company in the ratio of 40:1 i.e. 40 Equity Shares for every 1 Equity Share held by them on 1st September, 2025.

• Employees Stock Option Plan: The Company has not provided any Stock Option Scheme to the employees.

• Change in the capital structure resulting from restructuring: There was no restructuring exercise undertaken during the year.

• Change in voting rights: There were no such changes.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:-

COMPOSITION OF BOARD:

The Board of Directors of the Company comprises an optimum combination of Executive, Non-Executive and Independent Directors, ensuring an appropriate balance of skills, expertise and governance.

As of 31st March 2026, the Board consisted of 6 (Six) Directors, comprising 3 (Three) Executive Directors and 3 (Three) Non-Executive Independent Directors, including 1 Woman Director

The composition of the Directors and Key Managerial Personnel of the Company as on 31st March 2026:

S. No.	Name of the Director	DIN	Designation	Appointment/ Resignation/ Change in Designation	Date of Appointment/ Cessation/ Change in Designation
1.	Mr. Yousuf Uddin	08423158	Chairman and Managing Director	Change in Designation from Director to Managing Director and Chairman	02/05/2025
2.	Mr. Mohd Zakiuddin	09149105	Whole-time Director	Change in Designation from Director to Whole- Time Director	02/05/2025
3.	Mr. Mohd Fasi Uddin	09149104	Whole-time Director	Change in Designation from Director to Whole- Time Director	02/05/2025
4.	Mr. Vinod Kumar Narva	11035704	Independent Director	Appointment	02/05/2025
5.	Mrs. Musthyala Jaya Sri	11069184	Independent Women Director	Appointment	02/05/2025
6.	Mr. Nukala Ashwanth	09719259	Independent Director	Appointment	02/05/2025
7.	Mr. Syed Najafimam Hussani		Chief Financial Officer (CFO)	Appointment	02/05/2025
8.	Mrs. Deepika Gupta		Company Secretary and Compliance Officer	Appointment	02/05/2025

DIRECTOR RETIRING BY ROTATION:

During the financial year under review, pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Mohd Zakiuddin (DIN: 09149105), Whole-Time Director of the Company retired by rotation and was re-appointed by the members of the Company in the 04th Annual General Meeting held on 10th June, 2025.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Mohd Fasi Uddin (DIN: 09149104), Whole-Time Director of the Company, being longest in the office amongst the Directors liable to retire by rotation is proposed to retire at the ensuing 05th Annual General Meeting (AGM) and being eligible has offered herself for re-appointment. Appropriate resolution for her re-appointment is proposed in the Item No.2 of the Notice of the 05th AGM for approval of members in this regard.

11. MEETINGS OF THE BOARD OF DIRECTORS:

The Company has held 22 (twenty-two) Board meetings during the said financial year and the attendance details of the directors at the said Board Meetings are:

S. No.	Date of Meeting	Total Number of directors as on the date of the meeting	Attendance
			Number of directors attended	% of attendance
1.	22nd April 2025	3	3	3
2.	02nd May 2025	3	3	3
3.	15th May 2025	6	6	6
4.	16th May 2025	6	6	6
5.	20th May 2025	6	6	6
6.	28th May 2025	6	6	6
7.	29th May 2025	6	6	6
8.	30th May 2025	6	6	6
9.	06th June 2025	6	6	6
10.	18th July 2025	6	6	6
11.	30th August 2025	6	6	6
12.	01st September 2025	6	6	6
13.	05th September 2025	6	6	6
14.	09th October 2025	6	6	6
15.	01st December 2025	6	6	6
16.	10th December 2025	6	6	6
17.	12th December 2025	6	6	6
18.	16th December 2025	6	6	6
19.	26th December 2025	6	6	6
20.	02nd January 2026	6	6	6
21.	27th January 2026	6	6	6
22.	30th March 2026	6	6	6

12. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the provisions of the Secretarial Standards applicable to the Company, i.e., Secretarial Standard-1 (SS-1) for Board Meetings and Secretarial Standards-2 (SS-2) for General Meetings issued by the Institute of Company Secretaries of India (ICSI) were adhered to while conducting the respective Meetings.

13. DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of the Section 149 (7) of the Companies Act, 2013 (‘Act) and Regulation 25 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (‘SEBI LODR Regulations), all the Independent Directors of the Company have submitted their declaration of independence stating that they meet the criteria of independence as provided in the Section 149 (6) of the Act and Regulation 16 (1) (b) of the SEBI LODR Regulations.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, and expertise and hold highest standards of integrity.

14. DEPOSITS:

The Company has neither raised nor renewed any Deposits as on 31st March 2026 or received any other monies construed to attract the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time. The disclosure as per Rule 8(5) of Companies (Accounts) Rules, 2014:

S. No.	Particulars	Amount (in Rs.)
1.	Deposits accepted during the year	NIL
2.	Deposits remained unpaid or unclaimed as at the end of the year	Not Applicable
3.	Amount of default in repayment of deposits or payment of interest thereon beginning of the year	Not Applicable
4.	Maximum amount of default in repayment of deposits or payment of interest thereon during year	Not Applicable
5.	Amount of default in repayment of deposits or payment of interest thereon end of year	Not Applicable
6.	Number of cases of default in repayment of deposits or payment of interest thereon beginning of year	Not Applicable
7.	Maximum number of cases of default in repayment of deposits or payment of interest thereon during year	Not Applicable
8.	Number of cases of default in repayment of deposits or payment of interest thereon end of year	Not Applicable
9.	Details of deposits which are not in compliance with requirements of Chapter V of Act	Not Applicable

15. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return as prescribed under Section 92(3) of the Companies Act, 2013 (“the Act”) read with Section 134(3)(a) and the proviso to Rule 12(1) of the Companies (Management and Administration) Rules, 2014, in draft e-Form MGT-7 will be placed on the Companys website at https://www.epwindia.com/

16. UNSECURED LOANS FROM DIRECTORS:

During the year under review, the Company has taken Unsecured Loans from the Managing Director and Chairman, the details of which are provided in Additional Disclosure Note No. 25 of the Financial Statements.

17. LOANS, GUARANTEES AND INVESTMENTS:

Except for the Non-Current Investments and Long-Term Loans and Advances specified in Note No.: 11 & 17 of the Financial Statements of the Company, there were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

18. RELATED PARTY TRANSACTIONS:

The Related Party Transactions entered into during the financial year under review are disclosed in Notes forming part of standalone financials under the head Related Party Disclosures (AS - 18). These transactions were at an arms length basis and in the ordinary course of business.

During the financial year under review, all the related party transactions were entered in the ordinary course of business and on arms length basis and were in compliance with the applicable provisions of Section 188 of the Companies Act 2013.

In accordance with the provisions of Section 134(3) (h) of the Act read with the Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of the related party transactions are provided in the prescribed format in Form AOC-2 as Annexure - II, which forms an integral part of this report.

19. RISK MANAGEMENT:

The Company has established a comprehensive and proactive risk management framework aimed at identifying, evaluating, and mitigating potential risks that may impact its operations, financial performance, strategic goals, and reputation.

A detailed Risk Management Policy, approved by the Board of Directors, outlines the Companys structured approach towards risk identification, assessment, monitoring, and mitigation. This policy forms the foundation for a consistent and integrated risk management culture across the organization.

The management team is entrusted with the day-to-day implementation of this framework and conducts regular risk assessments to evaluate both internal and external risk factors. Based on these assessments, appropriate mitigation strategies are developed and implemented, ensuring that risks are addressed proactively and effectively.

By embedding risk management into its core decision-making and operational processes, the Company strives to safeguard stakeholder interests, enhance resilience, and support sustainable growth.

The Risk Management Policy of the Company is placed on our website and the same can be accessed through the web link address: https://www.epwindia.com/

20. CORPORATE SOCIAL RESPONSIBILITY (“CSR”):

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) become applicable to a company having, during the immediately preceding financial year, a net profit of Rs. 5 crore or more, turnover of Rs. 1,000 crore or more, or net worth of Rs. 500 crore or more. Accordingly, the provisions of Section 135 were not applicable to the Company for FY 2024-25. However, the Company earned a net profit of Rs. 10.07 crore during FY 2025-26, exceeding the prescribed net profit threshold. Accordingly, the Company will be required to comply with the provisions of Section 135 from FY 2026-27 onwards, including:

• Constitution of a CSR Committee

• Adoption of CSR Policy

• Identification and implementation of eligible CSR Projects

• Ensuring minimum CSR expenditure as per Act.

The Company is in the process of making the necessary preparation to ensure timely and effective compliance in the upcoming financial year to ensure compliance under the Act and the Rules made thereunder.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013, the Company has established a Vigil Mechanism (Whistle Blower Policy) for its directors and employees to report genuine concerns relating to unethical behaviour, actual or suspected fraud, or violation of the Companys Code of Conduct. The Vigil Mechanism provides adequate safeguards against victimisation of persons who use the mechanism in good faith and provides for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.

The policy is placed on our website and the same can be accessed through the web link address: https://www.epwindia.com/.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the required disclosures relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo are as follows:

A. Conservation of energy:

The operations of the Company primarily comprise refurbishment, trading, distribution and related activities in respect of Information and Communication Technology (ICT) devices, including computers, laptops, monitors and other electronic equipment. Accordingly, the Companys operations are not energy-intensive in nature.

i. The steps taken or impact on conservation of energy:

The Company continues to adopt prudent practices for efficient utilisation of electricity and other resources in its offices and operational facilities. The Company endeavours to minimise unnecessary consumption of energy through responsible usage of electrical equipment and operational resources.

ii. The steps taken by the Company for utilizing alternate sources of energy:

During the financial year under review, the Company has not undertaken any specific initiative for utilisation of alternate sources of energy.

iii. The capital investment on energy conservation equipment:

During the financial year under review, the Company has not made any significant capital investment specifically towards energy conservation equipment.

B. Technology absorption:

The Companys business activities primarily involve refurbishment, trading, distribution and related services in respect of ICT devices. The Company continues to utilise appropriate technologies and processes relevant to its business operations.

i. Efforts made in technology absorption:

The Company continues to adopt and utilise appropriate technologies and processes for improving operational efficiency, refurbishment activities, quality control and management of its business operations.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution:

The adoption and utilisation of appropriate technologies and processes have supported operational efficiency, quality improvement and effective utilisation of resources in the Companys business operations.

iii. In the case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

Not Applicable, as the Company has not imported any technology during the last three financial years.

iv. The expenditure incurred on Research and Development:

During the financial year under review, the Company has not incurred any significant expenditure towards Research and Development.

C. Foreign exchange earnings and outgo:

(Rs. in Lakhs)

Particulars	2025-26	2024-25
Foreign Exchange Earnings	NIL	NIL
Foreign Exchange Outgo	NIL	NIL

23. INFORMATION TO BE FURNISHED UNDER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure -III to this Report.

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company does not have any employee who is employed throughout the financial year and in receipt of remuneration of Rs. 1.02 Crores per annum, or employees who are employed for part of the year and in receipt of Rs.8.50 Lakhs or more per month.

24. COMMITTEES OF THE BOARD:

Your Company has duly constituted all the Committees mandated under the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As on date, the Board has the following three (3) Committees:

1) Audit Committee;

2) Nomination and Remuneration Committee &

3) Stakeholders Relationship Committee.

AUDIT COMMITTEE

The Audit Committee is duly constituted in accordance with the Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time.

During the financial year under review, the Audit Committee convened 4 (Four) meetings in the Financial Year 2025-26. The Composition of the Audit Committee is as follows

Name	DIN	Designation in the Committee
Mr. Vinod Kumar Narva	11035704	Chairperson
Mr. Nukala Ashwanth	09719259	Member
Mr. Yousuf Uddin	08423158	Member

NOMINATION & REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is constituted in accordance with Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time.

During the year under review, two (2) meeting of the Nomination and Remuneration Committee. The Composition of the Nomination & Remuneration Committee is as follows

Name	Designation in the Committee	Nature of Directorship
Mr. Nukala Ashwanth	Chairperson	Independent Director
Mr. Vinod Kumar Narva	Member	Independent Director
Mrs. Musthyala Jaya Sri	Member	Independent Director

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is constituted in compliance with the requirements of Section 178 of the Companies Act, 2013.

During the year under review, one meeting of the Stakeholders Relationship Committee. The Composition of the Stakeholders Relationship Committee is as follows

Name	Designation in the Committee	Nature of Directorship
Mr. Nukala Ashwanth	Chairperson	Non-Executive Director
Mr. Vinod Kumar Narva	Member	Independent Director
Mr. Yousuf Uddin	Member	Executive Director

25. FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS:

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Companys procedures and practices.

The Company endeavors, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company.

The Independent Directors also met with senior management team of the Company. The details of such familiarization programmes for Independent Directors in terms of provisions of Regulation 46(2)(i) of the Listing Regulations are posted on the website of the Company and can be accessed at Web Link: https://www.epwindia.com/.

26. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

The Board comprises of three Independent Directors. In accordance with the provisions of Schedule IV to the Act and Regulation 25(3) of the SEBI (LODR), 2015, a separate meeting of the Independent Directors of the Company was held on 10th March 2026 to discuss relevant items including the agenda items as prescribed under the applicable laws. The meetings were attended by all the Independent Directors of the Company.

27. OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

During the financial year under review, no Independent Directors were appointed on the Board of the Company, however, the Company has three (3) Independent Directors and in the opinion of the Board of Directors, the existing Independent Directors of the Company possess the requisite integrity, expertise, and experience, including proficiency, as required under the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

28. ANNUAL PERFORMANCE EVALUATION:

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 Schedule IV of the

Companies Act, 2013 and the corporate governance requirements as prescribed by SEBI LODR Regulations. A structured questionnaire was prepared covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.

The Directors evaluation was broadly based on the parameters such as understanding of the Companys vision, objective, skills, knowledge and experience, participation and attendance in Board/ Committee meetings; governance and contribution to strategy; interpersonal skills etc.

A meeting of the Independent Directors was also held which reviewed performance of Non-Independent Directors, performance of the board as a whole after taking into account the views of Executive Directors and Non- Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the board, its committees and Individual Directors was also discussed. Performance evaluation of Independent Directors was carried out on parameters such as Director upholds ethical standards of integrity, the ability of the Director to exercise objectivity and independent judgment in the best interest of the Company, the level of the confidentiality maintained. The Directors expressed their satisfaction with the evaluation process.

The Board found the evaluation satisfactory and no observations were raised during the said evaluation in current year as well as in the previous year.

29. COMPOSITION OF WORKFORCE:

The Company is committed to fostering an inclusive, diverse and equitable workplace and continues to promote equal opportunities for all employees. As at the end of the financial year, the Company had a total workforce of 89 employees. The composition of the workforce is as follows:

Category	Number of Employees
Female Employees	3
Male Employees	86
Transgender Employees	Nil

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS:

During the year under review, there are no material and significant orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

31. AUDITORS:

During the year under the review the Company had and/ or appointed following auditors based on the applicability under the provisions of Companies Act, 2013 and SEBI Regulations:

i. STATUTORY AUDITOR:

M/s. Rao & Shyam, Chartered Accountants (Firm Registration No. 006186S) were appointed as the Statutory Auditors of the Company at the 04th Annual General Meeting for a term of five consecutive years and shall hold office until the conclusion of 09th Annual General Meeting.

Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the statutory auditors:

The Auditors Report on the financial statements of the Company for the financial year 2025-26 does not contain any qualification, reservation, adverse remark or disclaimer. The notes on the financial statements referred to therein, are self-explanatory, and do not require any further comments from the Board.

ii. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at the recommendation of the Audit Committee in its meeting held on 27th May 2026, appointed M/s. R & A Associates, Company Secretaries as the Secretarial Auditor for conducting the Secretarial Audit of your Company for the Financial Year ended 31st March, 2026. The Secretarial Audit Report, in form MR-3, for the financial year 2025-26 forms part of this Report as Annexure - IV. The contents of the Secretarial Audit Report are self- explanatory and do not contain any qualification, reservation or adverse remark.

iii. COST AUDITOR:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 (‘the Act) read with the applicable rules made thereunder, the provisions relating to maintenance of cost records and audit of such cost records are not applicable to the Company, considering the nature of its business activities. Accordingly, the Company is not required to maintain cost records nor require to appoint a Cost Auditor for the Financial Year 2026-27.

iv. INTERNAL AUDITOR:

The Board on the recommendation of the Audit Committee of the Company in its meeting held on 27th May 2026, appointed M/s. Nelli & Co., Chartered Accountants as the Internal Auditor of the Company to conduct the Internal Audit for the financial year 2025-26 as required under section 138 of the Companies Act, 2013 and the rules made thereunder.

32. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITOR OTHER THAN THOSE WHICH ARE REORTABLE TO THE CENTRAL GOVERNMENT:

During the year under review, the Statutory Auditors of the Company have not reported any frauds to the Board of Directors as prescribed under Section 143(12) of the Companies Act, 2013 and rules made thereunder.

33. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company implemented an internal financial control system that aligns with its operational needs to ensure the accuracy and integrity of financial reporting, safeguarding of assets, operational efficiency, and compliance with statutory and regulatory requirements. These controls are embedded across the Companys processes and are continuously reviewed for effectiveness.

The internal control framework is governed by formal policies, standard operating procedures, and automated controls supported by oversight at various managerial and board levels. The Companys internal financial controls are designed to:

• Safeguard the Companys assets and prevent losses;

• Ensure the reliability and completeness of accounting records;

• Detect and prevent frauds and financial irregularities;

• Enhance operational efficiency and effectiveness;

• Ensure compliance with applicable laws, rules, and regulations.

As part of the governance structure, the Audit Committee of the Board plays a critical role in evaluating the adequacy and effectiveness of the internal financial control system. The Committee conducts periodic reviews and recommends improvements wherever necessary, in line with its responsibilities under Section 177 of the Companies Act, 2013.

The internal audit function also supports the framework by conducting risk-based audits and reporting directly to the Audit Committee to ensure transparency and accountability.

Based on the review carried out by management, internal auditors, and the Audit Committee, the Board of Directors affirms that the internal financial controls of the Company were found to be adequate and operating effectively during the financial year under review.

The Company remains committed to upholding robust systems and procedures appropriate to its size and business nature, ensuring that assets are protected against loss and that financial and operational information is accurate and complete.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, as required under Regulation 34 & Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided as Annexure-V and forms parts of this report.

35. CORPORATE GOVERNANCE REPORT:

As per the provisions of the Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the Corporate Governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21,22, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to Listed entity which has listed its specified securities on the SME Exchange.

Accordingly, compliances with respect to Corporate Governance disclosures are not applicable to your Company.

Your Company strives to incorporate the appropriate standards for Corporate Governance in the interest of the stakeholders of the Company.

36. STATEMENT THAT THE COMPANY HAS COMPLIED WITH MATERNITY BENEFIT ACT, 1961:

The Company has complied with all the provisions of Maternity Benefit Act, 1961, including provisions relating to leave, maternity benefits and workplace support.

37. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE POLICY:

The Company is committed to provide a safe and conducive work environment to its employees and has also constituted the Internal Complaints Committee (ICC) under the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Under Section 22 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, it is mandatory for every organization to include in their Annual Report the number of cases filed and their disposal under the Act.

Your Company has always believed in providing a safe and harassment free workplace for every individual working in premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Also, there were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Particulars	FY 2025-26	FY 2024-25
Number of Sexual Harassment Complaints received	NIL	NIL
Number of Sexual Harassment Complaints disposed off	Not Applicable	Not Applicable
Number of Sexual Harassment Complaints beyond 90 days.	Not Applicable	Not Applicable

38. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review, there was no Corporate Insolvency Resolution Process initiated against our company under the Insolvency and Bankruptcy Code, 2016 (IBC).

39. DISCLOSURE ABOUT THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION EXECUTED 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:

During the year under review, the Company had not entered into any settlement with Banks and Financial Institutions and hence the said clause is not applicable.

40. MAINTENANCE OF COST RECORDS:

The maintenance of Cost Records as specified by the Central Government under the provisions of Section 148 of the Companies Act 2013 are not applicable to the Company during the financial year under review.

41. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors State that-

a) in the preparation of the annual accounts for the year ended 31st March, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same.

b) the directors 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 as at 31st March, 2026, and of the profit of the Company for that period;

c) the directors have 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) the directors have prepared the annual accounts on a going concern basis.

e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

42. ACKNOWLEDGEMENTS:

The Board of Directors wishes to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, Banks, government and regulatory authorities, customers, vendors and members during the year under review.

	On behalf of the Board of Directors
	For EPW India Limited
	(Formerly known as EPW India Private Limited)
	Sd/-	Sd/-
	Mohd Fasi Uddin	Yousuf Uddin
Place: Secunderabad	Whole-Time Director	Chairman & Managing Director
Date: 14th August, 2026	DIN:09149104	DIN:08423158