To the Members

The Board of Directors has pleasure in presenting the 36th Annual Report and
Audited Financial Statements for the year ended 31st March, 2023, together with
the Independent Auditors' Report.

FINANCIAL RESULTS

The financial performance of your Company for the year ended 31st March 2023
is summarized below


  

    
Description
    
For the year ended 31st March, 2023
    
For the year ended 31st March, 2022
  
  

    

    
(Rs. in Lakhs)
    
(Rs. in Lakhs)
  
  

    
Total Income
    
NIL
    
NIL
  
  

    
Total Expenditure
    
31.85
    
32.61
  
  

    
Depreciation
    
-
    
-
  
  

    
Exceptional Items
    
-
    
-
  
  

    
Profit/(Loss) before Taxation
    
(31.85)
    
(32.61)
  
  

    
Provision for Taxation
    
-
    
-
  
  

    
Profit/(Loss) after Taxation from ordinary activities
    
(31.85)
    
(32.61)
  
  

    
Extraordinary items
    
-
    
-
  
  

    
Net Profit/(Loss)
    
(31.85)
    
(32.61)
  



RESULTS OF OPERATIONS

The total income for the current financial year ended on 31st March, 2023 stands at Rs.
NIL as against Rs. NIL for the previous financial year ended on 31st March, 2022.

The total expenditure has marginally decreased from Rs. 32.61 Lakhs for the previous
financial year ended on 31st March, 2022 to Rs. 31.85 Lakhs for the current financial year
ended on 31st March, 2023.

The net loss of the Company has decreased to Rs. 31.85 Lakhs for the current financial
year ended on 31st March, 2023 from Rs. 32.61 Lakhs for the previous financial year ended
on 31st March, 2022.

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

BUSINESS OPERATIONS AND COVID IMPACT ON BUSINESS

FY 2022-23 witnessed gradual easing of COVID-19 challenges. 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 complied with the directions of the Government of India, the Government of
Tamil Nadu and the relevant authorities in preventing/mitigating the severity of the
pandemic. Considering the nature of operations of your Company, Work from Home concept was
partially fulfilled. Since there are no commercial activities from recent past, the
Company is not much impacted by COVID-19 pandemic.

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 31st
March, 2023:


  

    
Sl. No.
    
Particulars
    
Designation
    
DIN
  
  

    
1
    
Mr. Ramesh Satagopan
    
Independent Director
    
00935017
  
  

    

    

    
and Non-Executive
    

  
  

    

    

    
Chairman
    

  
  

    
2
    
Mr. K Bhaktavatsala Reddy
    
Independent Director
    
00697854
  
  

    
3
    
Mr. Sanga Tejaswi
    
Director and Chief
    
08784189
  
  

    

    

    
Financial Officer
    

  
  

    
4
    
Mr. Mallour Rajesh Kumar
    
Managing Director
    
08125774
  
  

    
5
    
Ms. Sravana Sudhamsa
    
Independent Director
    
09766555
  
  

    

    
Nimmaraju
    

    

  



In terms of the provisions of the Companies Act, 2013 and the Articles of Association
of the Company, Mr. Rajesh Kumar (DIN - 08125774), Director, retires by rotation at the
forth coming Annual General Meeting and is eligible for re appointment.

Following are the changes in the composition in the Board of Directors that took place
during the financial year 2022-2023:

Ms. Sravana Sudhamsa Nimmaraju was appointed as Woman Independent Director with effect
from 22nd October, 2022.

Mr. Sanga Tejaswi resigned from the Office of Independent Director with effect from
22nd October, 2022.

Mr. Sanga Tejaswi was appointed as Chief Financial Officer and Additional Director of
the Company with effect from 23rd October, 2022.

CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 15(2) of the Listing Regulations, Compliance
with the Corporate Governance provisions as specified in the 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 previous financial year.

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

NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES

During the financial year ended 31st March 2023, 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 21st
May 2022, 10th August, 2022, 22nd October, 2022, 27th
January, 2023.

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


  

    
Name of the Director
    
Board Entitled to attend
    
Meetings Attended
    
Attendance at Last AGM on 29.06.2022
  
  

    
Mr. Ramesh Satagopan
    
4
    
4
    
Yes
  
  

    
Mr. Sanga Tejaswi
    
4
    
4
    
Yes
  
  

    
Mr. K Bhakthavatsala Reddy
    
4
    
3
    
Yes
  
  

    
Mr. Mallour Rajesh Kumar
    

    

    
Yes
  
  

    

    
4
    
4
    

  
  

    
Ms. Sravana Sudhamsa Nimmaraju
    

    

    
NA
  
  

    

    
1
    
1
    

  



BOARD COMMITTEES


  

    
a. Audit Committee (AC):
    

  
  

    
Mr. Ramesh Satagopan
    
- Chairman
  
  

    
Mr. Bhakthavatsala Reddy
    
- Member
  
  

    
Ms. Sravana Sudhamsu Nimmaraju
    
- Member
  
  

    
b. Nomination and Remuneration Committee (NRC):
  
  

    
Mr. Bhaktavatsala Reddy
    
- Chairman
  
  

    
Mr. Ramesh Satagopan
    
- Member
  
  

    
Ms. Sravana Sudhamsa Nimmaraju
    
- Member
  



c. Stakeholders' Relationship Committee (SRC):


  

    
Mr. Ramesh Satagopan
    
- Chairman
  
  

    
Mr. Bhakthavatsala Reddy
    
- Member
  
  

    
Mr. Mallour Rajesh Kumar
    
- Member
  



1. AUDIT COMMITTEE


During the year under review, four meetings were held on 21st May, 2022, 10th August,
2022, 22nd October, 2022 and 27th January, 2023.


  

    
Name of the Member
    
Nature of Membership
    
No. of Meetings entitled to attend
    
Attended
  
  

    
Mr. Ramesh Satagopan
    
Chairman
    
4
    
4
  
  

    
.
    

    

    

  
  

    
Mr. K. Bhakthavatsala Reddy
    
Member
    
4
    
3
  
  

    
Mr. Sanga Tejaswi
    
Member
    
3
    
3
  
  

    
Ms. Sravava Sudhamsa Nimmaraju
    
Member
    
1
    
1
  



2. NOMINATION AND REMUNERATION COMMITTEE

During the year under review, one meeting was held on 22nd October, 2022


  

    
Name of the Member
    
Nature of Membership
    
No. of Meetings entitled to attend
    
Attended
  
  

    
Mr. K. Bhakthavatsala Reddy
    
Chairman
    
1
    
0
  
  

    
Mr. Ramesh Satagopan
    
Member
    
1
    
1
  
  

    
Mr. Sanga Tejaswi
    
Member
    
1
    
1
  



3. STAKEHOLDERS' RELATIONSHIP COMMITTEE


During the year under review, one meeting was held on 27th January, 2023 :


  

    
. Name of the Member
    
Nature of Membership
    
No. of Meetings entitled to attend
    
Attended
  
  

    
Mr. Ramesh Satagopan
    
Chairman
    
1
    
1
  
  

    
Mr. K. Bhakthavatsala Reddy
    
Member
    
1
    
1
  
  

    
Mr. Mallour Rajesh Kumar
    
Member
    
1
    
0
  



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 Sudhmasa 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 2022-23 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 2022-23, your Company has not accepted any deposit within the
meaning of Sections 73 and 74 of Companies Act, 2013 read with the Companies (Acceptance
of Deposits) Rules, 2014.

INDUSTRIAL RELATIONS

The industrial relations of the Company have been cordial.

AMOUNT TRANSFERRED TO RESERVES

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

CHANGES IN SHARE CAPITAL

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

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

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

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments which occurred, affecting the financial
position of the Company between 31st March, 2023 and the date on which this
Report has been signed.

CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of business of the Company during the financial
year ended on 31st March, 2023.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no material changes after 31st March, 2023 till the signing of
this Report.

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

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

DIVIDEND

In view of losses incurred, your Directors do not propose any dividend for the year
ended 31st March, 2023.

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 27th January, 2023
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.

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 2022-2023.

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,
2023 (including investments made in the previous years)


  

    

    
Amount as at 31st March, 2023
  
  

    
Name of the entity
    

  
  

    

    
(in Rs.)
  
  

    
Munoth Investments Limited
    
3,34,100
  



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


  

    
Conservation of Energy
    
NA
  
  

    
Research and Development, Technology,
    
NA
  
  

    
Absorption, Adaptation and Innovation
    

  
  

    
Foreign Exchange Earnings and Outgo
    
NIL
  



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 2022-23:


  

    
No of complaints received :
    
NIL
  
  

    
No of complaints disposed :
    
NIL
  
  

    
No. of complaints pending :
    
NIL
  



INVESTORS' EDUCATION AND PROTECTION FUND

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

REPORTING OF FRAUD

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

COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS

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

MAINTENANCE OF COST RECORDS

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

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

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

REVISION OF FINANCIAL STATEMENT OR THE REPORT

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

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

CODE OF CORPORATE GOVERNANCE

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

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.


  

    

    

    
By the order of the Board
  
  

    

    

    
For EPSOM Properties Limited
  
  

    

    

    
Ramesh Satagopan
  
  

    

    

    
Chairman
  
  

    

    

    
DIN:00935017
  
  

    

    

    
[Address : Flat No.322
  
  

    

    

    
Block No.5, GK Pride
  
  

    
Place
    
: Hyderabad
    
Apartments Near Swarnaandhra Colony,
  
  

    
Date
    
: 19.05.2023
    
Yapral Medchal Malkajgiri
  
  

    

    

    
Telangana - 500087]