Epuja Spiritech Ltd Directors Report

(Rs. In Lacs)

2. Performance of the Company

Standalone Financial Performance

During the year under review the Companys Turnover was Rs. 872.17 Lakhs in FY 2024-25 as compared to Rs. 102.58 Lakhs in FY 23-24 and the profit for the year is Rs. 15.77 Lakhs as compared to loss of Rs. 47.99 lakhs in previous financial year.

Consolidated Financial Performance

During the year under review the total consolidated turnover of the Company was Rs. 872.17 Lakhs in FY 2024-25. and the consolidated profit for the year is Rs. 15.47 Lakhs.

Your Company is optimistic about the coming year. Since the Company is trying to reduce cost and expand its business, your directors are hopeful that the results will be more encouraging.

The Board of Directors has considered it prudent not to recommend any dividend for the Financial Year 2024-2025 under review.

The Issued, Subscribed & Paid up Capital of the Company as on March 31, 2025 stands at Rs. 8,54,79,042 Divided into 8,54,79,042 Equity Shares of Rs. 1/- each. During the period under review, the Company has not issued shares with differential voting rights.

Warrants

The Company Issued 9,58,56,475 warrants convertible into 9,58,56,475 equity shares of Rs. 1/- each at price not less than 3.40/- to non-promoter on a preferential basis on following tranches: 1. 21/03/2024 2. 26/03/2024 3. 29/03/2024 4. 02/04/2024. Further this warrants were convertible within 18 months.

Out of 9,58,56,475 warrants total 78,69,122 warrants were converted into equity shares during the financial year 2024-25 and 35,76, 471 warrants were converted into equity shares from 31^st March, 2025 to the date of this report.

Employee Stock Option Plan

After the closure of financial year under review, the Board at its meeting held on August 20, 2025, has approved introduction of a scheme named “Epuja Spiritech Employee Stock Option Scheme 2025” to reward its employees for delivering long term sustainable performance and to motivate them to contribute to the overall corporate growth, profitability and to augment shareholders value. The scheme will be placed before the shareholders for their approval at the ensuing Annual General Meeting.

Upon receipt of necessary approvals from the stock exchange viz. BSE Limited and the shareholders, the scheme will be implemented in accordance with the provisions of Section 62 of the Companies Act, 2013, Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, and the applicable provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time.

Confirmations:

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

The Board does not propose to make transfer to reserves for the year 2024-25 and instead intends to retain the net profit in the Profit & Loss Account for the year ended 31^st March, 2025.

In terms of the provision of section 152 of the Companies Act, 2013 and of Articles of Association of the Company, Mr. Chetan Merchant (DIN: 06863321), Director of the Company retires by rotation and being eligible, offers himself for re-appointment as a Director.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2025 are: Mr. Chetan Merchant managing Director, Mr. Rikin Jitendra Parekh Chief Financial Officer, Mr. Shiva Kumar as a Chief Executive officer and Ms. Deeksha Pathak as Company Secretary.

Mr. Shailendra Omprakash Mishra (DIN: 07373830), was appointed as a Non-Executive & Independent Director of the Company effective from August 13, 2025 for a period of five years, not liable to retire by rotation, subject to approval of the members. Members approval for his appointment as an Independent Director, under Sections 149 and 152 of the Companies Act, 2013 and under Regulation 17(1A) and Regulation 25 of Listing Regulations has been sought in the Notice convening the 46th Annual General Meeting of the Company.

All Independent Directors have furnished to the Company a declaration under Section 149(7) of the Companies Act, 2013 stating that they meet criteria of Independence as provided under section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations.

None of the Directors of your Company is disqualified as per provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures to this effect as required under Companies Act, 2013.

7. Evaluation of Board and Senior Management

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

8. Meetings of the Board

During the year ended March 31, 2025, Eleven (11) Board Meetings were held by the Company in the year 2024-2025. All the details of Board Meeting dates given in the Annexure- A. The intervening gaps between the Meetings were within the period prescribed under the Companies Act, 2013 and Listing Regulations.

9. Details of Committees of the Board

Currently, the Company has three (3) Committees namely Audit Committee, Nomination and Remuneration Committee & Stakeholders Relationship Committee. The detailed composition of various Committees is elucidated below:

i) Audit Committee

As on March 31, 2025 the Audit Committee comprises of three Directors namely Mr. Prakash Gandhi (Non-Executive, Independent Director) Ms. Pooja Hemang Khakhi (Non-Executive, Independent Director) and Mr. Sridhar Natrajan Chandrasekharan (Non-Executive, Independent Director).

On August 13, 2025 the Audit Committee was reconstituted comprising of three Directors namely Mr. Prakash Gandhi (Non-Executive Director) Ms. Pooja Hemang Khakhi (Non-Executive, Independent Director) and Mr. Shailendra Omprakash Mishra (Non-Executive, Independent Director). The Chairperson of the Committee is Ms. Pooja Hemang Khakhi who is an Independent, Non-Executive Director.

The recommendations of the Audit Committee are always welcomed and accepted by the Board & all the steps impacting the financials of the Company are undertaken only after the consultation of the Audit Committee. ii) Nomination & Remuneration Committee

The Committee consists of three (3) Members, namely Mr. Avinash Madhav Sonawane (Non-Executive, Independent) Mrs. Shivakumar (Executive Director) and Mr. Chetan Merchant (Managing Director). The Committee is chaired by Mr. Avinash Madhav Sonawane. On account of appointment of new Director on August 13, 2025 the Nomination & Remuneration Committee was reconstituted in accordance with the provisions under Section 178 of the Companies Act, 2013. The Committee consists of three (3) Members, namely Mr. Shailendra Omprakash Mishra (Non-Executive, Independent Director), Mr. Prakash Gandhi (Non-Executive Director) and Ms. Pooja Hemang Khakhi (Non-Executive, Independent Director). The Committee is chaired by Mr. Shailendra Omprakash Mishra.

Nomination and Remuneration Committee Policy

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is annexed as “Annexure B” to this report. The same has also been available in the website of the Company i.e. https://www.sagarproduction.com/

Nomination & Remuneration Committee provided details of Key Managerial person remuneration in the

Annexure-D

iii) Stakeholders Relationship Committee

The Committee oversees all the matters relating to Stakeholders grievances/complaints. The role of the Committee is to consider & resolve securities holders complaint. As on March 31, 2025 the Committee was consists of three members, namely Mr. Omprakash Brijnath Singh (Non-Executive, Independent Director) Mr. Rikin Jitendra Parekh (Director & CFO) and Mr. Chetan Merchant (Managing Director).

Upon reconstitution of Committee on August 13, 2025 now the Committee consists of three members, namely Mr. Shailendra Omprakash Mishra (Non-Executive, Independent Director), Mr. Prakash Gandhi (Non-Executive Director) and Ms. Pooja Hemang Khakhi (Non-Executive, Independent Director). The Committee is chaired by Mr. Shailendra Omprakash Mishra.

10. Declaration of Independence from Independent Directors

Your Company has received declarations pursuant to Section 149(7) of the Companies Act, 2013 from all the Independent Directors confirming that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013. Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specified in the Companies Act, 2013, rules made thereunder as well as applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

11. Familiarisation Programme for the Independent Directors

In compliance with the requirements of Listing Regulations, the Company has put in place a Familiarisation Programme for Independent Directors to familiarise them with the working of the Company, their roles, rights and responsibilities vis-a-vis the Company, the industry in which the Company operates, business model etc., alongwith updating on various amendments in the Listing Regulations and the Companies Act, 2013.

The policy on Familiarisation Programme is uploaded on the website of the Company https://www.sagarproduction.com/

12. Internal Control Systems and their Adequacy

The Management continuously reviews the internal control systems and procedures for the proficient conduct of the Companys business. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensures that all its assets are safeguarded and protected against losses. The Internal Auditor of the Company conducts the audit on regular basis and the Audit Committee periodically reviews internal audit reports and effectiveness of internal control systems. Apart from the above, the Company in consultations with the external and independent consultants adopted a policy for development and implementation of risk management for the company including identification of elements of risk, if any, that may threaten the existence of the Company and a mechanism to mitigate the same.

13. Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of your Company confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; 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 at the end of the financial year and of the profit and loss of the company for that period; c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) the directors had 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 and f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. Change in the Nature of Business

During the year ended March 31, 2025, there is no change in the nature of Business.

15. Extract of Annual Return

As required under Section 134(3) (a) &Section 92(3) of the Act, the Annual Return is put up on the Companys website and can be accessed at https://www.sagarproduction.com/ & Extracts of the Annual return in form for the Financial Year 2024-25 is uploaded on the website of the Company and can be accessed at https://www.sagarproduction.com/

16. Prevention of Sexual Harassment Policy

In order to prevent sexual harassment at workplace, your Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rule made thereunder. During the year under review, there were no cases filed or reported pursuant to the provisions of the said Act.

17. Statutory Auditors & their Report

The Auditors Report for FY 2024-25 as submitted by M/s. S D P M & Co., Chartered Accountants (Firm Registration Number: 126741W), the Statutory Auditors of the company. The Auditors Report forming a part of this Annual Report and neither contains any qualification, reservation nor adverse remark.

18. Secretarial Auditor:

In compliance with the provisions of Sec 204 and other applicable provisions of Companies Act 2013, the Board of Directors have appointed Megha Samdani Practising Company Secretary as Secretarial Auditors to undertake secretarial audit of the Company for the financial year ended March 31, 2025. The Secretarial Audit Report is attached herewith marked as “Annexure E” and forms an integral part of this report.

19. Internal Auditor:

M/s. Umangi Bhavsar & Associates appointed as Internal Auditor of the company. She submitted Internal Audit report for the FY 2024-2025 to the Audit Committee and the same approved by the Audit Committee.

20. Risk Management

Risk Management is the process of identification, assessment, and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid a comprehensive Risk Assessment and Minimization Procedure, which is reviewed by the Audit committee and approved by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The policy has been hosted on Companys website https://www.sagarproduction.com/ .

21. Public Deposits

The Company has not accepted any deposit from the general public within the meaning of section 73 of the Companies Act, 2013 and the rules made there under.

22. Particulars of Contracts/ Arrangements with Related Party

All the related party transactions were entered into in the ordinary course of business on an arms length basis. Hence, no disclosure in Form AOC-2 is necessary and the same does not form part of this report. For details of the transactions with related party entered into in the ordinary course of business on an arms length basis, refer to the Note 3.5 of the financial statements.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link: https://www.sagarproduction.com/

23. Particulars of Loans, Guarantees or Investments by the Company under section 186

Details of Loan, Guarantees and Investments covered under the provisions of the Act, are disclosed in the notes to the Financial Statements.

24. Material Changes affecting the financial position of the Company

There are no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which these financial statements relate and the date of this report.

25. Corporate Social Responsibility Committee

Since the provisions as laid down in the Section 135 of the Companies Act, 2013 are not applicable to the Company; hence no such Committee has been formed. However, Company had always tried in its best possible ways to involve itself in social development activities.

26. Dematerialisation of Shares

Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares. The ISIN No. INE807D01030 has been allotted for the Company Shares. Therefore, the members and/or investors may keep their shareholdings in the electronic mode with their Depository Participant.

As on March 31, 2025, 90.80% of the paid up Equity Share Capital stands in Demat mode the details of which are as follows:

The Company had Issued 9,58,56,475 warrants convertible into 9,58,56,475 equity shares of Rs. 1/- each at price not less than 3.40/- to non-promoter on a preferential basis. Out of which total 78,69,122 Warrant are converted into equity shares as on 31^st March, 2025 and total 1,14,45,593 Warrant are converted into equity shares till the date of this Report.

The Company has applied to BSE for listing and trading approval for the warrants converted into equity shares as above. As on 31^st March, 2025 the Company have not received the listing approval from BSE, but as on the date of this report the company have received the listing approval for 52,07,358 equity shares and these shares are credited to the allotee and 26,61,764 equity shares are pending for listing approval from BSE, therefore 26,61,764 shares are included in the shares “Held in physical mode”.

27. Subsidiary Companies

As on March 31, 2025 The Company has a subsidiary company named Epuja Softech Private Limited which was incorporated on 10^th May 2024.

Pursuant to the provisions of Sections 129, 134 and 136 of the Companies Act, 2013 read with Rules framed thereunder and Listing Regulations, your Company has prepared Consolidated Financial Statements of the Company and its Subsidiaries and a separate statement containing salient features of financial statement of Subsidiaries forms part of the Annual Report.

28. Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, every listed Company is required to have a Vigil Mechanism/ Whistle Blower Policy for the Directors and employees to report their concerns and grievances. The Company has a Whistle Blower Policy in place and the same is also available on the web-site at the web-link https://www.sagarproduction.com/

The Audit Committee of Directors are entrusted with the responsibility to oversee the Vigil mechanism.

29. Corporate Governance

In terms of Regulation 15(1) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the provisions related to Corporate Governance as specified in Regulation 17 to 27 and Clause (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of schedule V shall not be applicable in respect of companies having paid up equity share capital not exceeding Rs.10 crore and Net worth not exceeding Rs.25 crore as on the last day of the financial year.

As on March 31, 2025, the Equity Share Capital is Rs. 854.79 Lakhs and Net worth is Rs. 1966.04 Lakhs. Hence, the company is not providing a separate report on corporate governance, and also a certificate from the Companys Auditors confirming the compliance of Corporate Governance. However, the Company continues to adhere to the best practices prevailing in Corporate Governance and follows the same in its true spirit.

30. Secretarial Standards of ICSI

Pursuant to the approval given on April 10, 2015 by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from July 01, 2015. The Company is in compliance with the same.

31. Significant and Material Orders Passed by the Regulators or Courts:

During the year ended 31^st March, 2025, no significant and material order was passed by regulators or courts or tribunals impacting the going concern status and companys operations in future.

32. Management Discussion and Analysis

Management Discussion and Analysis Report is appended to this Annual Report as Annexure E.

33. Particulars of Employees

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto excluding the information on employees particulars which 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 ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

No employee has received remuneration in excess of the limits set out in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during FY 2024-25.

34. Conservation of Energy, Technology Absorption and Foreign Exchange Earning & Outgo

There was no technology absorption and no foreign exchange earnings or outgo, during the year under review. Hence, the information as required under Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is to be regarded as Nil.

The Company has not entered into any technology transfer agreement.

35. Application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the financial period under review, no application is made or pending under the Insolvency and Bankruptcy Code, 2016 (“IBC 2016”) against the Company.

36. Reporting of Frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors and/or Secretarial Auditors to report to the Audit Committee, Board and/or Central Government under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

37. Insurance

The Company takes a very pragmatic approach towards insurance. Adequate cover has been taken for all movable and immovable assets for various types of risks.

38. Industrial Relations/Personnel

Your Company is committed to upholding its excellent reputation in the field of Industrial relations. Through continuous efforts, the Company invests and improvises development programmes for its employees.

39. The details of difference between 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

No such instance of One-time settlement or valuation was done while taking or discharging loan from the Banks/Financial Institutions occurred during the year.

40. Acknowledgement

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all our Clients, Bankers, Business Associates and the Government and other regulatory authorities and thank all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company. Your Directors would like to place on record their gratitude to all the employees who have continued their support during the year.