Epsom Properties Ltd

To the Members

The Board of Directors has pleasure in presenting the 37^th Annual Report and Audited Financial Statements for the year ended 31^st March, 2024, together with the Independent Auditors' Report.

FINANCIAL RESULTS

The financial performance of your Company for the year ended 31^st March 2024 is summarized below:

RESULTS OF OPERATIONS

The total income for the current financial year ended on 31^st March, 2024 stands at Rs. NIL as against Rs. NIL for the previous financial year ended on 31^st March, 2023.

The total expenditure has marginally increased from Rs 31.85 Lakhs for the previous financial year ended on 31^st March, 2023 to Rs. 37.93 Lakhs for the current financial year ended on 31^st March, 2024.

The net loss of the Company has increased to Rs. 37.93 Lakhs for the current financial year ended on 31^st March, 2024 from Rs. 31.85 Lakhs for the previous financial year ended on 31^st March, 2023.

Your Company did not carry any significant operations and the Directors are continuing to explore opportunities.

FY 2023-24 Economic recovery continued to be witnessed.

Infrastructure/construction activities by and large began witnessing signs of improvement, although the challenges to MSME players in the industry remained to be overcome, thereby enabling their performance to be subdued.

Your Company is optimistic of business continuity plans and is geared up to embrace the resurgence of normalcy.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Management of the Company consisted of following Directors as on 31^st March, 2024:

In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sanga Tejaswi (holding DIN: 08784189), Director, retires by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment.

Following are the changes in the composition in the Board of Directors and Key Managerial Personnel that took place during the financial year 2023-2024:

Mr. Sanga Tejaswi was appointed as Director of the Company in previous Annual General Meeting dated 30^th June, 2023.

Ms. Sravana Sudhamsa Nimmaraju was appointed as Woman Independent Director in previous Annual General Meeting dated 30^th June, 2023.

Ms. Surbhi Jain resigned from the Office of Company Secretary of the Company with effect from 20^th July, 2023.

Ms. Harshita Sitlani was appointed as Company Secretary of the Company with effect from 21^st July, 2023 and she resigned with effect from 31^st January, 2024.

Following are the changes in the composition in the Board of Directors and Key Managerial Personnel that took place after the year end and till the date of this report:

Mr. Mallour Rajesh Kumar's term as Managing Director ended on 20^th March, 2023. The Nomination and Remuneration Committee and the Board ratified his term as Managing Director from 21^st March, 2023 till 28^th May, 2024 and re-appointed him as Managing Director till 31^st October, 2024. Further, resolutions seeking approval of Shareholders are included as part of Notice of ensuing Annual General Meeting.

Based on the recommendations of the Nomination and Remuneration Committee and the Board, Ms. Rupal Pandey was appointed as Company Secretary and Compliance Officer of the Company with effect from 1^st May, 2024.

CORPORATE GOVERNANCE

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

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

NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES

During the financial year ended 31^st March 2024, four (4) Meetings of the Board of Directors were held and the maximum time gap between 2 (two) meetings did not exceed one hundred and twenty days. The details of the Board Meetings are on 19^th May 2023, 11^th August, 2023, 20^th October, 2023, and 30^th January, 2024.

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

a. Audit Committee (AC):

b. Nomination and Remuneration Committee (NRC):

c. Stakeholders' Relationship Committee (SRC):

1. AUDIT COMMITTEE

During the year under review, four meetings were held on 19^th May 2023, 11^th August, 2023, 20^th October, 2023, and 30^th January, 2024.

2. NOMINATION AND REMUNERATION COMMITTEE

During the year under review, one meeting was held on 19^th May, 2023.

3. STAKEHOLDERS' RELATIONSHIP COMMITTEE

During the year under review, one meeting was held on 30^th January, 2024 :

INDEPENDENT DIRECTORS

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

As required by the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 and the Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019, Mr. Ramesh Satagopan, Mr. K. Bhakthavatsala Reddy and Ms. Sravana Sudhamsa Nimmaraju have registered their names in the data bank of Independent Directors maintained by Indian Institute of Corporate Affairs. Annual Declarations received from three of them for the year 2023-24 contain affirmations regarding registrations in the databank.

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit and loss of the Company for that period; c) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Annual Accounts have been prepared on a ‘Going Concern' basis;

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

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

OPPORTUNITIES, CHALLENGES AND CONCERNS

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

PUBLIC DEPOSITS

During the financial year 2023-24, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

INDUSTRIAL RELATIONS

The industrial relations of the Company have been cordial.

AMOUNT TRANSFERRED TO RESERVES

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

CHANGES IN SHARE CAPITAL

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

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

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

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments which occurred, affecting the financial position of the Company between 31^st March, 2024 and the date on which this Report has been signed.

CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of business of the Company during the financial year ended on 31^st March, 2024.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no material changes after 31^st March, 2024 till the signing of this Report.

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

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

DIVIDEND

In view of losses incurred, your Directors do not propose any dividend for the year ended 31^st March, 2024.

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

The disclosures pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure - III and forms part of this Report.

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

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

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company had met on 30^th January, 2024 during the year to review the performance of Non-Independent Directors and the Board as a whole, to review the performance of the Chairman of the Company and Non-Executive Directors and other items as stipulated under the Listing Regulations. The Independent Directors have also declared their independence.

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

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

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

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

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

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

AUDITORS AND AUDITORS' REPORT

At the Thirty Second Annual General Meeting of the Company, Messrs. A.John Moris & Co., Chartered Accountants, Chennai, having ICAI Firm Registration No. 007220S were appointed as Auditors to hold office until the conclusion of the Thirty Seventh Annual General Meeting of the Company.

The Board of Directors, based on the recommendation of the Audit Committee, at its meeting held on May 29, 2024, has proposed the appointment of Messrs. S. Vishnu & Co., Chartered Accountants, Chennai, having ICAI Firm Registration No. 005179S as Statutory Auditor of the Company in place of retiring Auditor for a period of five years, to hold office from the conclusion of the 37^th AGM till the conclusion of the 42^nd Annual General Meeting of the Company to be held in the year 2029.

EXPLANATIONS IN RESPONSE TO AUDITORS' QUALIFICATIONS

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

SECRETARIAL AUDIT

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

ANNUAL RETURN

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

RELATED PARTY TRANSACTIONS

There are no particulars of contracts or arrangements with Related Parties pursuant to Section 188(1) of the Companies Act, 2013 for Financial Year 2023-2024.

LOANS, GUARANTEES AND INVESTMENTS

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

a. Details of investments made by the Company in the Equity Shares as on 31st March, 2024 (including investments made in the previous years)

b. The Company has neither given any loan nor issued any guarantees in accordance with Section 186 of the Companies Act, 2013 read with the Rules issued there under.

RISK MANAGEMENT

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

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

VIGIL MECHANISM

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

DETAILS OF INTERNAL FINANCIAL CONTROLS REALTED TO FINANCIAL STATEMENTS

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

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

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

GENERAL

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

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

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

No Director has received any commission from your Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. However, the Company has not constituted Internal Complaints Committee (ICC) due to having less than ten workers.

The following is a summary of sexual harassment complaints received and disposed-off during the financial year 2023-24:

INVESTORS' EDUCATION AND PROTECTION FUND

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

REPORTING OF FRAUD

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

COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS

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

MAINTENANCE OF COST RECORDS

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

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

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

REVISION OF FINANCIAL STATEMENT OR THE REPORT

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

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

CODE OF CORPORATE GOVERNANCE

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

The Indian Property Markets have shown remarkable signs of recovery in the last few months considering the impact of post Covid pandemic. However, rising input costs are a deterrent for new projects. Your Company has taken several steps to improve its presence and is in an advance stage of identifying a couple of projects and subject to viability and board approval, will progress to next level of implementation.

ACKNOWLEDGEMENTS

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