Epigral Ltd

Your Directors have pleasure in presenting 18th (Eighteenth) Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended on 31st March, 2025.

(Rs. in Crs.)

i) Business Outlook & Financial Performance:

Comments on Business Outlook & Financial Performance forms part of Analysis and are also included in Management Discussion and Analysis section.

ii) Consolidated Financial Statements:

In accordance with the provisions of Section 129 (3) of the Companies Act, 2013, (‘Act') read with Regulation 33 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 [‘SEBI Listing Regulations'], the Company has prepared Consolidated Financial Statements of the Company and its Associate viz. ReNew Green (GJS Three) Private Limited, which forms part of the Annual Report 2024-25.

The Financial Statements as stated above are available on the Website of the Company at www. epigral.com.

iii) Change in Nature of Business, if any:

There has been no change in the nature of Business of the Company.

SHARE CAPITAL:

Authorised Share Capital:

During the year under review, there has been no change in the Authorised Share Capital of the Company. The Authorised Share Capital of the Company as on 31st March, 2025, is as follows:

(Rs. in Crs.)

Paid-up Share Capital:

Raising of funds through issuance of Equity Shares by way of Qualified Institutions Placement:

During the year under review, pursuant to the recommendation of the Board of Directors at its Meeting held on 14th August, 2024 and approval of Shareholders by way of Postal Ballot vide Special Resolution dated 16th September, 2024, your Company successfully completed a fund raise of H333.05 Crores through a maiden Qualified Institutional Placement (‘QIP') by issuing and allotting 15,91,180 Equity Shares of Face Value of H10 each fully Paid-up at an issue price of H2093.13 per Equity Share (including premium of H2083.13 per Equity Share) to eligible Qualified Institutional Buyers. The QIP was made in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended, and Sections 42 and 62 of the Companies Act, 2013, as amended, including the rules made thereunder. Funds received pursuant to QIP have been utilized towards the objects stated in the placement document. The details as to utilization of funds is provided in Notes to the Financial Statements for the year ended 31.03.2025. Consequent to QIP, the Issued and Paid-up Equity Share Capital of the Company was increased from H41,55,01,580 to H43,14,13,380.

Statement of Deviation(s) and Variation(s):

During the year under review, there is no deviation / variation in use of QIP proceeds. The Company has made necessary disclosures to the Stock Exchanges within statutory timelines, as per the provisions of SEBI Listing Regulations, and any other Rules & Regulations as may be applicable confirming no deviation / variation in use of debt issue proceeds.

DIVIDEND:

Interim Dividend:

During the year, based on the Financial Performance of the Company, Interim Dividend of H2.50 per Equity Share (25%) for the Financial Year ended on 31st March, 2025 was declared by the Board of Directors on 27th January, 2025, and the same was paid by the Company on 20th February, 2025.

Final Dividend:

The Board of Directors is pleased to recommend a Final Dividend of H3.50 (35%) per Equity Share of H10/- each fully paid on 4,31,41,338 Equity Shares of the Company, subject to approval of the Shareholders at the ensuing Annual General Meeting of the Company. The Final Dividend recommended, shall be paid to the Members, within statutory time limit, whose name appears in the Register of Members, as on the Record date i.e. 21st June, 2025.

The Total Dividend for the Financial Year ended on 31st March, 2025 works out to H25,88,48,028/- (includes Interim Dividend and Final Dividend, if declared). The Dividend Payout Ratio for the current year is at 7.25%. The Dividend recommended is in accordance with the Company's Dividend Distribution Policy.

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations, is available on the Website of the Company at https:// epigral.com/governance-policies-compliances.

Unclaimed Dividend:

Regarding Unclaimed Dividends as of 31st March, 2025, a negligible amount of H0.05 Crores remains collected in our Unpaid Dividend Accounts. In an effort to ensure transparency and facilitate the claim process, a detailed statement is displayed on the Company's Website at www.epigral.com under Investors Section listing names, depository participant IDs, client IDs, shareholdings, and unclaimed amounts for affected Shareholders.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Other than as stated elsewhere in the Annual Report 2024-25, there were no material changes and commitments affecting the financial position of the Company, which occurred between the end of the Financial Year to which this Financial Statement relates i.e. 31.03.2025 and the date of the Directors Report i.e. 05.05.2025.

CAPITAL EXPENDITURE:

During the Financial Year, Capital Expenditure (including Intangible Assets) stood at H194.68 Crores as on 31st March, 2025 (H398.44 Crores FY 2023-24). Your Company manages Cash and Cash Flow processes assiduously, involving all parts of the Business. There was Cash and Bank balance of H18.64 Crores, as on 31st March, 2025 (H3.18 Crores F.Y. 2023-24).

AMOUNT TO BE TRANSFERRED TO RESERVES:

During the Financial Year, no amount was proposed to be transferred to the Reserves Account.

DEPOSITS:

During the Financial Year, your Company has not accepted any amount as Public Deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

FINANCE:

To meet the funds requirement of working / operational capital and/or expansion / new projects plans, your Company has availed Financial Facilities from Banks / Consortium of Banks, the details of which forms part of Notes to Financial Statement.

CREDIT RATING:

The Company's Long Term credit rating has been upgraded to "CRISIL AA/Stable" from "CRISIL AA-/ Positive" and Short Term Rating stood at "CRISIL A1+" on its Bank Facilities aggregating to H1050 Crores by CRISIL Limited (Rating Agency) vide its letter no. RL/ GDS12080/363894/BLR/0325/111018 dated 7th March, 2025.

PROJECTS:

(A) Status of Expansion: Chlorine Derivatives CPVC Resin

During the year under review, your Company commissioned additional capacity of 45,000 TPA of CPVC Resin facility in April, 2024, reaching total capacity of CPVC Resin to 75,000 TPA (India's Largest Capacity). Your Company also forward integrated and commissioned CPVC Compound facility of 35,000 TPA in June, 2024. As a result of above expansions, your Company with presence in both Resin and Compound, has widened its customer base.

In line with Company's commitment of meeting the growing demand for CPVC resins in India and globally, your Company has announced expansion of additional 75,000 TPA capacity of CPVC Resin plant at its Dahej facility in Gujarat. With this expansion, Company's total CPVC resin capacity reaches a remarkable 1,50,000 TPA (World's Largest facility).

Epichlorohydrin (ECH)

Your Company, with an aim to cater the growing demand for ECH driven by India's growing demand for quality products in renewable energy, automotive, construction and various other industry, announced its expansion of additional 50000 TPA capacity of ECH at its Dahej facility in Gujarat. With this expansion, Company's total ECH capacity will reach a remarkable 1,00,000 TPA (India's Largest facility).

(B) Commissioning of Chlorotoluenes Value Chain Facility

During the year under review, your Company successfully commissioned India's First Chlorotoluenes Value Chain Facility at its Dahej Complex in Gujarat on 24th March, 2025.

This facility will further strengthen Epigral's integrated complex and will supply intermediates for pharmaceutical and agrochemical industries.

DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES:

The Company has only one Associate Viz. ReNew Green (GJS Three) Private Limited, incorporated on 24th September, 2021 with an objective setting up of Wind Solar Hybrid Power Plant of ~ 18.34 MW.

A separate Statement containing the salient features of Financial Statement of Subsidiaries, Associates and Joint Ventures in ‘Form No. AOC-1' forms part of the Annual Report 2024-25.

As required under Regulations 16(1)(c) and 46 of the SEBI Listing Regulations, the Board of Directors have approved the Policy for determining Material Subsidiaries. The details of the Policy are available on the Company's Website at https://epigral.com/ governance-policies-compliances.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

MERGERS AND ACQUISITIONS:

There were no mergers/acquisitions during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Induction to the Board:

In accordance with the provisions of Section 149 read with Schedule IV to the Companies Act, 2013 and applicable SEBI Listing Regulations and based on the recommendations of the Nomination & Remuneration Committee, the Board, by way of Circular Resolution, appointed Ms. Priyanka Agarwal Chopra (DIN: 10011547) as a Non-Executive Independent Woman Director (Additional Director) of the Company effective from 28th February, 2025 for a term of 5 years, not liable to retire by rotation. Further, the appointment of Ms. Priyanka Agarwal Chopra is subject to the approval of the Members to be obtained through Postal Ballot process. Ms. Priyanka Agarwal Chopra brings to the Board her extensive knowledge and experience in the areas of Strategic and Project Planning, Management Consulting, Product Development & Management, Financial Planning, Technological Innovations.

ii. Completion of tenure:

During the year under review, Ms. Nirali Bhavin Parikh (DIN: 05309425) completed her second and final term as an Independent Director and consequently ceased to be an Independent Director of the Company w.e.f. the close of business hours on 28th February, 2025. The Board placed on record its appreciation for the contribution rendered during her tenure at Epigral Limited.

iii. Directors to retire by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Darshan Patel (DIN - 02047676) and Mr. Kaushal Soparkar (DIN - 01998162), retires by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

The details of the Directors appointed/ to be re-appointed as required under the provisions of the Companies Act, 2013 and SEBI Listing Regulations are provided in the Notice convening the ensuing Annual General Meeting.

iv. Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the provisions of Section 149(6) of the Companies Act, 2013, (‘Act') read with Schedules & Rules issued thereunder as well as Regulation 16 of the SEBI Listing Regulations.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

v. Key Managerial Personnel (KMP):

Pursuant to Section 2 (51) and Section 203 of the Companies Act, 2013 read with Rules framed there under, the following executives have been designated as Key Managerial Personnel (KMP) of the Company.

There has been no change in the Key Managerial Personnel of the Company during the Financial Year ended on 31st March, 2025.

In the opinion of the Board, all the Directors and Key Managerial Personnel, as well as the Directors proposed to be appointed / re-appointed possess the requisite qualifications, experience, expertise and hold high standards of integrity and relevant proficiency.

MEETINGS OF THE BOARD:

During the year, Five Board meetings were convened and held on 22.04.2024, 24.07.2024, 14.08.2024, 09.11.2024 & 27.01.2025, respectively, in respect of which meetings proper notices were given and the proceedings were properly recorded and signed.

DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013 read with the rules made there under, including any enactment or re-enactment thereon, the Directors hereby confirm that:

a) In the preparation of the Annual Accounts for the Year ended on 31st March, 2025, 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 31st March, 2025 and of the Profit of the Company for the period ended on 31st March, 2025.

c) The Directors had taken proper and sufficient care 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 Directors had prepared the Annual Accounts on a going concern basis;

e) The Directors had laid down Internal Financial Controls (‘IFC') and that such Internal Financial Controls are adequate and were operating effectively;

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.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has conducted familiarization programme for Independent Directors during the year. The details of the same are given in the Corporate Governance Report and also posted on the Website of the Company at https://epigral.com/governance- policies-compliances.

BOARD PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 (‘Act') and Regulation 17 of SEBI Listing Regulations, the Board has carried out the Annual Performance Evaluation of its own performance and that of its Statutory Committee's viz., Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Risk Management Committee and also of the Individual Directors.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of Directors on parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders etc. The entire Board carried out the performance evaluation of the Independent Directors and also reviewed the performance of the Secretarial Department.

As required under the provisions of the Act and SEBI Listing Regulations, a separate meeting of the Independent Directors of the Company was held to evaluate the performance of the Chairman, NonIndependent Directors and the Board as a whole and also to assess the quality, quantity and timeliness of flow of information between the Management of the Company and the Board.

The Directors expressed their satisfaction with the evaluation process.

REMUNERATION 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. A brief detail of the policy is given in the Corporate Governance Report and also posted on the Website of the Company at https://epigral.com/governance- policies-compliances.

Non-Executive Independent Directors are paid sitting fees for attending each meeting of the Board and/or Committee of the Board, approved by the Board of Directors within the overall ceilings prescribed under the Companies Act, 2013 and Rules framed thereunder.

All the Executive Directors (i.e. Chairman/Managing Director/Whole-time Director) are paid remuneration as mutually agreed between the Company and the Executive Directors within the overall limits prescribed under the Companies Act, 2013.

In determining the remuneration of the Executive Directors the Nomination and Remuneration Committee ensures / considers the following:

• The remuneration is divided into two components viz. fixed component comprising salaries, perquisites and retirement benefits and a variable component comprising performance bonus;

• The remuneration including annual increment and performance bonus is decided based on the criticality of the roles and responsibilities, the Company's performance vis-a-vis the annual budget achievement, individual's performance vis-a-vis Key Result Areas (KRAs) / Key Performance Indicators (KPIs), industry benchmark and current compensation trends in the market.

COMMITTEES OF THE BOARD:

Currently, the Company has 5 (five) Statutory Board Level Committees viz. Audit Committee (‘AC'), Stakeholders Relationship Committee (‘SRC'), Nomination and Remuneration Committee (‘NRC'), Corporate Social Responsibility Committee (‘CSR) and Risk Management Committee (‘RMC'). The composition of the above committees, as on 31st March, 2025, is provided in Corporate Governance Report, which forms part of the Annual Report 2024-25.

Audit Committee:

The Company has constituted an Audit Committee in terms of the requirements of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations, with the objective to monitor and provide effective supervision of the Management's financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The details of the Audit Committee are disclosed in the Corporate Governance Report, which forms part of the Annual Report 2024-25.

Risk Management Committee:

The Company has constituted a Risk Management Committee in terms of the requirements of Regulation 21 of the SEBI Listing Regulations, with the objective of identifying, assessing and framing a response to threats that can affect its business operations and stakeholders interest. The risk management process consists of risk identification, assessment, prioritization, mitigation plans / treatment, monitoring and documenting the new risks. The Committee reviews risks on a rotation basis in line with the risk management plan to assess effectiveness of mitigation plans defined against each risks and its impact on overall risk exposure to the Company.

The details of the Risk Management Committee are disclosed in the Corporate Governance Report, which forms part of the Annual Report 2024-25.

Corporate Social Responsibility Committee:

As per the provision of Section 135 read with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has constituted Corporate Social Responsibility (CSR) Committee and formulated Corporate Social Responsibility Policy (CSR Policy). This policy is accessible to all stakeholders on the Company's Website at https://epigral.com/governance-policies- compliances, ensuring transparency and accessibility of the Company's responsibilities towards society.

The primary role of the CSR committee is to approve the CSR activities to be undertaken, allocate the necessary expenditure, and oversee the execution and effectiveness of these initiatives. The composition of CSR Committee is given in the Corporate Governance Report.

The Company has identified projects in accordance with Schedule VII of the Companies Act, 2013, such as establishment of educational institutions (including skill development center), healthcare, eradication of poverty, women empowerment, and other object as specified under Schedule VII of Companies Act, 2013. The Annual Report on CSR activities for the F.Y. 2024-25 is annexed to this report as ‘Annexure - A'

AUDITORS AND AUDITORS' REPORT: Statutory Auditors:

M/s. S R B C & Co LLP, Chartered Accountants, Ahmedabad (Firm Regn. No. 324982E / E300003) were re-appointed as Statutory Auditors for the Second Term to hold office till the conclusion of 20th AGM to be held in 2027, subject to ratification of their appointment at every Annual General Meeting.

M/s. S R B C & Co LLP have confirmed their eligibility and qualification required under Section 139, 141 and other applicable provisions of the Companies Act, 2013 (‘Act') and rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Notes to the Financial Statements referred in the Auditors' Report are self-explanatory.

There are no qualifications or reservations, or adverse remarks made by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Act. The Auditors' Report is attached with the Financial Statements in the Annual Report 2024-25.

Cost Auditor:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 (‘Act') M/s. K V Melwani & Associates (FRN - 100497), Cost Accountants were appointed as the Cost Auditors of the Company to conduct audit of the Company's Cost Accounting Records in respect of the products of the Company for the Financial Year 2024-25 at the remuneration of H2,25,000/- (Rupees Two Lakhs Twenty Five Thousand only) per annum plus Goods and Service Tax (GST) and out of pocket expenses.

Your Company has received consent from M/s. K V Melwani & Associates (FRN - 100497), Cost Accountants, to act as the Cost Auditors of your Company for the Financial Year 2025-26 along with a certificate confirming their independence. As per the provisions of the Act a resolution seeking approval of the Shareholders ratifying remuneration payable to the Cost Auditor forms part of the Notice convening Annual General Meeting.

The Company has maintained the Cost accounts and records in accordance with Section 148 of the Act and Rules framed thereunder. The Cost Audit Report for the Financial Year 2023-24 was filed with the Ministry of Corporate Affairs on 04.10.2024.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company had engaged the services of M/s Shahs & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year ended on 31st March, 2025. The Secretarial Audit Report in Form No. MR - 3 for the Financial Year ended on 31st March, 2025 is annexed to this report as ‘Annexure - B'.

Internal Auditor:

M/s. C N K Khandwala & Associates, Chartered Accountants was appointed as its Internal Auditors for Financial Year 2024-25 to carry out the periodic audit as per the Scope of Work approved by the Audit Committee.

Frauds Reported by Auditors

During the year under review, no instance of fraud in the Company was reported by the Auditors.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in its place adequate Internal Financial Controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weakness in the design or operation of Internal Finance Control System was observed.

For all amendments to Accounting Standards and the new standards notified, the Company carries out a detailed analysis and presents the impact on accounting policies, financial results including revised disclosures to the Audit Committee. The approach and changes in policies are also validated by the Statutory Auditors.

Further, the Audit Committee periodically reviewed the Internal Audit Reports submitted by the Internal Auditors. Internal Audit observations and corrective action taken by the Management were presented to the Audit Committee. The status of implementation of the recommendations were reviewed by the Audit Committee on a regular basis and concerns if any were reported to the Board.

As per the relevant provisions of the Companies Act, 2013, the Statutory Auditors have expressed their views on the adequacy of Internal Financial Control in their Audit Report.

RELATED PARTY TRANSACTIONS (RPT):

All Related Party Transactions entered during the Financial Year were on an Arm's Length Basis and were in the ordinary course of business. The Company has not entered in to materially related party transactions i.e., exceeding 10% or more of the turnover of the Company with related parties, which may have a potential conflict with the interest of the Company at large. Hence, no transactions are required to be reported in Form AOC-2.

During the year, all Related Party Transactions were placed before the Audit Committee and the Board for approval. The Company, whenever required, has obtained approval of the Shareholders of the Company before entering into Materially Related Party Transactions.

As required under Regulation 23 of the SEBI Listing Regulations, the Company has framed a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions which is available on the Website of the Company at https:// epigral.com/governance-policies-compliances.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has formulated a Vigil Mechanism- cum-Whistle Blower Policy ("Policy") as per the requirements of Section 177 of the Companies Act, 2013 and Regulation 22 of the LODR requirements. The policy has been implemented to empower Directors, Employees, and other Stakeholders to confidentially report any unethical behavior, fraud, violations of Company' ‘Code of Conduct', or other misconducts within the organization, thereby safeguarding victimization and promoting an ethical workplace. The Policy is applicable to all Directors and Employees of the Company. The said Policy is available on the Website of the Company at https://epigral.com/ governance-policies-compliances.

During the year, no complaint under Whistle Blower was lodged with the Company or the Audit Committee and the Board of Directors.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, your Company has constituted Internal Complaint Committee (ICC) as per requirement of the Act which is responsible for redressal of complaints relating to sexual harassment against woman at workplace. The Sexual Harassment of Women Policy is available on the Website of the Company at https://epigral.com/governance-policies- compliances.

During the year, no complaint was lodged with the ICC nor any such instance was reported.

PARTICULARS OF EMPLOYEES:

Details of remuneration of Directors, KMPs and Employees as per Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this report as ‘Annexure - C'. However, as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report 2024-25 is being sent to the Members and others entitled thereto, excluding the information on Employees' Remuneration particulars as required under Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The disclosure is available for inspection by the Members at the Registered Office of your Company during business hours on all working days (except Saturday) of the Company up to the date of the ensuing AGM. Any Member interested in obtaining a copy thereof, may write to the Company Secretary of the Company.

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

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as ‘Annexure - D'.

RESEARCH AND DEVELOPMENT:

Based in Changodar, Ahmedabad, the Company's R&D Center is a hub of innovation, driving advancements in the specialty chemicals sector.

Equipped with state-of-the-art facilities, the team of Scientists and Researches focuses on developing new molecules and advanced specialty intermediates. The Company's R & D has been recognized by the Department of Scientific and Industrial Research (DSIR) and Ministry of Science & Technology.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE AUTHORITY:

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its future operations.

CORPORATE GOVERNANCE:

At the core of good governance lies the values of the Company and the four pillar of your Company's values are Together, Caring for, Agile and Making it happen. In essence, Corporate Governance is a synthesis of business elements and values encompassing accountability, responsibility, fairness, transparency, risk management, sustainability and so on, that not only enhances the organizational growth but also generates trust among all its stakeholders and shareholders.

In accordance with Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015 we have included a Report on Corporate Governance forming part of the Annual Report 2024-25 along with the Certificate from Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS:

As per Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015 the Management Discussion and Analysis Report for the year under review is presented in a dedicated section of the Annual Report 2024-25.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)

(a) of the Companies Act, 2013 the Annual Return as on 31st March, 2025 of the Company is available on Company's Website and can be accessed, at https:// epigral.com/governance-policies-compliances.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As per Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR) detailing the Environmental, Social and Governance (ESG) initiatives undertaken by the Company forms a part of the Annual Report 2024-25.

CMD and CFO CERTIFICATION:

In compliance with Regulation 17(8) of the SEBI Listing Regulations, a Certificate from Chairman & Managing Director and Chief Financial Officer of the Company (‘Annexure - E') to the Board of Directors as specified in Part B of Schedule II of the SEBI Listing Regulations forms part of the Annual Report 2024-25.

INSURANCE:

The Company's Plant, Property, Equipment and Stocks are adequately insured under the Industrial All Risk (IAR) Policy. The Company has insurance coverage for Product Liability and Public Liability Policy and Commercial General Liability (CGL). It also maintains various other types of insurance, such as Erection All Risk for its major capital expenditures projects, Directors' and Officers' Liability Policy, Transit and Marine Policy, Employee Benefit Insurance Policies, etc. The Company covers the properties on full sum insured basis on replacement value. The scope of coverage, insurance premiums, policy limits and deductibles are in line with the size of the Company and its nature of business.

ENVIRONMENT:

As a responsible corporate citizen and as a chemicals manufacturer, Environmental Safety has been one of the key concerns of the Company. It is the constant endeavor of the Company to strive for compliant of stipulated pollution control norms. It consistently takes various measures to develop and adopt safer process technologies, unit operations and sustainable systems. Your Company has integrated an Environment, Social and Governance (ESG) framework into operations, positioning itself as a responsible chemicals player. By embedding these principles into strategy, the company has enhanced resilience, risk mitigation and sustainable value creation.

To achieve its commitment towards sustainable development, the Company has also constituted an internal ESG Committee. Also, a separate section on ESG forms part of Annual Report 2024-25.

INDUSTRIAL RELATIONS:

The relationship with the Workmen and Staff remained cordial and harmonious during the year and the Management received full cooperation from Employees.

DETAILS OF NODAL OFFICER:

In accordance with Rule 7(2A) of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the detail of Dy. Nodal Officer of the Company, for the purpose of coordination with Investor Education and Protection Fund (IEPF) Authority is as under:

The Company has also displayed the above details of Dy. Nodal Officer at its Website at www.epigral.com.

OTHER DISCLOSURES AND INFORMATION:

(A) Secretarial Standards:

During the year under review, the Company is in Compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

(B) Annual Listing Fee:

The Company shares are listed with National Stock Exchange of India Limited and BSE Limited and listing fees was paid to both the Stock Exchanges.

(C) No One Time Settlement:

There was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGMENT:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. Customers, Members, Dealers, Vendors, Banks and other business partners for the excellent support received from them during the year. The Directors place on record unstinted commitment and continued contribution of the Employee to the Company.