To,
The Members of EPIC ENERGY LIMITED,
Your Directors are pleased to present the 34th Annual Report together with the
Company's Audited
Financial Statements for the Year ended on March 31, 2025.
FINANCIAL RESULTS:
The Company's Standalone financial performance, for the year ended March 31,
2025, is summarised below:
(INR in lakh except EPS)
| Particulars |
2024-25 |
2023-24 |
| Total Revenue |
426.55 |
308.53 |
| Operating Profit before Depreciation & Tax |
137.66 |
49.82 |
| Less: Depreciation |
34.30 |
17.47 |
| Profit before exceptional and extraordinary items and Tax |
103.36 |
32.35 |
| Exceptional Items |
- |
- |
| Profit before tax |
103.36 |
32.35 |
| Less: Current Tax |
- |
- |
| Less: Deferred Tax |
(28.37) |
(3.75) |
| Net Profit after tax |
131.73 |
36.10 |
| Other Comprehensive Income / Loss for the year (net of tax) |
- |
- |
| Total Comprehensive Income |
131.73 |
36.10 |
| Earnings per share (basic/diluted) |
1.83 |
0.50 |
The Company's consolidated financial performance, for the year ended March 31,
2025, is summarised below:
(INR in lakh except EPS)
| Particulars |
2024-25 |
2023-24 |
| Total Revenue |
426.55 |
308.53 |
| Operating Profit before Depreciation & Tax |
134.85 |
49.82 |
| Less: Depreciation |
34.51 |
17.47 |
| Profit before exceptional and extraordinary items and Tax |
100.34 |
32.35 |
| Exceptional Items |
- |
- |
| Profit before tax |
100.34 |
32.35 |
| Less: Current Tax |
- |
- |
| Less: Deferred Tax |
(28.77) |
(3.75) |
| Add: Share or Loss From JV |
0.80 |
36.10 |
| Add: Share of loss Attributable to Non-Controlling Interest |
0.63 |
36.10 |
| Net Profit after tax |
130.54 |
36.10 |
| Other Comprehensive Income / Loss for the year (net of tax) |
- |
- |
| Total Comprehensive Income |
130.54 |
36.10 |
| Earnings per share (basic/diluted) |
1.81 |
0.50 |
Financial highlights
Performance
Your Company posted a turnover of Rs. 426.55 lakh in the financial year ended on 31st
March, 2025, compared to Rs. 308.53 lakh in the previous year registering a growth of over
38%. This robust performance reflects your
Company's continued focus and growing presence in the Solar Rooftop EPC segment.
During the year, the Company successfully executed multiple rooftop Solar EPC projects
across wide spectrum of customers including reputed educational institutions, prominent
NGOs, premium real estate developers, corporate houses, and premium residential clients.
The scale of projects executed ranged from 3 kWh to over 200 kWh, underscoring Company's
versatility and execution strength.
Backed by a healthy order pipeline, favourable policy support and growing awareness
around clean energy, your Company remains confident of sustaining this growth momentum in
coming years. During the year, the company's subsidiary Epic EV Chargers Private Limited
also commenced commercial production at its Coimbatore facility. We are pleased to share
that we have made a promising start in the EV Charging space, recording sales of Rs. 2.20
lacs in the first quarter of the current year. We expect this segment to contribute
significantly to your
Company's progress in the coming years.
During the year, the Company successfully completed the Transfer of Technology of the
HydroMetallurgy Process used in Battery Recycling in collaboration with C-MET, the Centre
for Materials and Electronic Technology, Hyderabad, a GoI undertaking. This was done under
the aegis of our Joint Venture Swachcha Urja Nirman LLP, and we expect to commence
commercial production within a year.
Profitability
Your company delivered a significant turnaround in profitability during the year ended
31st March, 2025. Profit before Tax stood at Rs. 100.34 lakh, as compared to Rs. 32.35
lakh in the previous year. This growth reflects improved operating efficiencies, better
project execution, and strategic cost management
Earnings per share
Earnings per Share improved to Rs. 1.81 for the year ended 31st March, 2025, as against
Rs. 0.50 for the year ended 31st March, 2024 reflecting a significant improvement in your
Company's financial performance and profitability.
Transfer to Reserves
There is no proposed amount to be transferred to the General Reserve.
Subsidiaries, Joint Ventures or Associate Companies
During the year, your Company incorporated several new subsidiaries to expand
operations in the renewable energy and allied sectors:
? Epic Renewable Projects Private Limited (25th July 2024)
? Solapur Green Park Private Limited (8th August 2024)
Epic EV Chargers Private Limited (24th September 2024)
? Epic Renewable Energy Turnkey Projects Private Limited (13th November 2024)
? Epic Vighnaharta Renewable Energy Private Limited (22nd March 2025)
All of the above are wholly owned subsidiaries, except Epic EV Chargers Private
Limited which is a 76% subsidiary with 24% external participation.
Further, the Company holds a 60% stake in Swachchha Urja Nirman LLP a Joint Venture,
with the objective of collaborative development in the clean energy space.
A statement containing the salient features of the financial statements of the
subsidiaries and the joint venture, as required under Section 129(3) of the Companies Act,
2013, in Form AOC-1, is attached to the financial statements. The financial statements of
these entities shall be available for inspection at the registered office of the Company
during business hours. The Company does not have any associate company as on the date of
this report.
Net Worth
The Company's net worth as on 31st March, 2025, stood at Rs. 806.42 lakh, as compared
to Rs. 674.12 lakh as on
31st March, 2024 reflecting a substantial increase driven by strong profitability and
improved retained earnings during the year.
Dividend
To conserve resources and maintain adequate liquidity for growth, your Directors have
not recommended any dividend for Financial Year ended on 31st March, 2025.
Future Prospects
The financial year 2024 25 marked a period of strategic advancement for your Company in
the Solar EPC segment. With a turnover of Rs. 426.55 lakh, the business witnessed robust
growth led by the successful execution of multiple Rooftop Solar Projects across
institutional, residential, and commercial segments. This scale and diversification
underscore the Company's growing technical capability, customer trust, and operational
agility. With a strong order book and a favourable policy environment, your Company is now
gearing up to scale its EPC footprint further in the coming years.
With the successful commissioning of the EV Chargers facility in Coimbatore, your
Company expects a major contribution from this segment during the current year.
Your Company is also exploring new sustainability-driven verticals such as Battery
Recycling and Solar Panel Recycling. The global push toward responsible e-waste management
and resource circularity presents a significant opportunity. Recognizing this, your
Company has already successfully transferred the Hydrometallurgy Recycling Process from
C-MET with a team of engineers being trained on site at the C-MET facility in Hyderabad.
We are now in the process of identifying the right equipment suppliers to set up our first
Battery Recycling plant under our Joint Venture Swachcha Urja Nirman LLP.
Listing of Securities
The Company's Equity Shares continues to be listed on the Bombay Stock Exchange Limited
(BSE). Listing fees for the year 2025-2026 have been duly paid to the Bombay Stock
Exchange Limited.
Unclaimed Dividend Transfer to Investors Education and Protection Fund (IEPF)
Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant
circulars and amendments thereto
(‘IEPF Rules'), the amount of dividend remaining unpaid or unclaimed for a period
of seven years from the due date is required to be transferred to the Investor Education
and Protection Fund (IEPF), constituted by the Central Government. The company is yet to
transfer unpaid dividend of an amount aggregating to Rs. 6.64 lakhs relating to Financial
Years 2010-11 and 2011-12 from unpaid dividend account to Investor Education and
Protection Fund (IEPF).
Details of the unpaid / unclaimed dividend are uploaded under ‘'Investor
Relations=> Shareholders Information =>Unclaimed Dividend'' section on the Company's
investor information website viz. www.epicenergy.in
In terms of the provisions of Section 124(6) of the Companies Act, 2013 and Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment
Rules, 2017, the Company is required to transfer the shares in respect of which dividend
remains unpaid and unclaimed for a period of seven consecutive years to the Investor
Education and Protection Fund (IEPF) Suspense Account.
Change in nature of Business
During the year under review, there was no change in the nature of the business of the
Company.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board of Directors
The Board consisted of five members as on 31st March, 2025, four of whom were
Independent Non-Executive
Directors. The Board meets at least once every quarter to review the Company's
performance, approve financial results, and deliberate on key business policies and
strategies. Additional meetings are convened as necessary.
During the year under review, Board of Directors of the Company met four times, viz
18th May, 2024, 01st July, 2024, 05th August, 2024, and 10th February, 2025.
Committee of Board
In line with best corporate governance practices and the requirements of applicable
laws, your Company has Constituted the following Committees of the Board: The Company has
following Committees of the Board:
Audit Committee
Nomination and Remuneration Committee
? Stakeholders' Grievances and Relationship Committee
A detailed note on the committees with respect to composition, meeting, powers, and
terms of reference is provided under the Corporate Governance Report section in this
Annual Report.
Details of Key Managerial Personnel
Mr Nikhil Morsawala Group Chief Financial Officer
Mr Bhalchandra Ramrao Kadam Group Chief Commercial Officer
Mr P Sivasubramaniam Head EV Chargers Division
Mr Nikhil V Pandya Group Head Corporate Finance
Ms Hetvi Patel Head Project Finance, Management Accounts and MIS
Mr. Atul Mishra Head Accounts and Taxation
? Mr. Sandipkumar Gupta Company Secretary & Compliance Officer
Nomination and Remuneration Policy
The Company has a policy in place, framed in accordance with the provisions of the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015, to attract and retain talent,
harmonize employee aspirations with Company goals, and provide a framework for appointment
and remuneration of Directors, KMPs, and senior management.
Key points of the policy are:
A. Appointment
? Candidates for Director, KMP, and senior management roles are assessed on integrity,
qualification, expertise, and experience.
? Independent Directors are appointed only after the Committee satisfies itself with
respect to their independence as defined under law.
B. Remuneration
Remuneration is linked to individual performance, Company performance, and long-term
value creation.
Compensation includes a mix of fixed pay, perquisites, allowances, and variable
components.
? Sitting fees to Directors are paid within the limits approved by the Board and
shareholders.
A. Policy on appointment of Directors, Key Managerial Personnel and senior management
personnel
? The policy is formulated to identify and ascertain the integrity, qualification,
expertise and experience of the person for appointment as Director, KMP and senior
management personnel and recommend to the Board for his/her appointment.
? A person should possess adequate qualification, expertise and experience for the
position he/she is considered for appointment.
? In case of appointment of Independent Director, the Committee shall satisfy itself
with regard to the independent nature of the Director vis-?-vis the Company so as to
enable the Board to discharge its function and duties effectively.
B. Policy on remuneration of Director, key managerial personnel and senior management
personnel. The
Company's remuneration policy is driven by the success and performance of the Director,
KMP and Senior Management Personnel vis-?-vis the Company. The Company's philosophy is to
align them and provide adequate compensation with the Objective of the Company so that the
compensation is used as a strategic tool that helps us attract, retain and motivate highly
talented individuals who are committed to the core value of the Company. The Company
follows a combination of fixed pay, benefits and performance-based variable pay. The
Company pays remuneration by way of salary, benefits, perquisites and allowance. The
remuneration and sitting fees paid by the Company are within the salary scale approved by
the Board and Shareholders.
Board Evaluation
Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the
Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation
needs to be made by the Board of its own performance and individual Directors. Schedule IV
of the Companies Act, 2013 states that the performance evaluation of Independent Directors
shall be done by the entire Board of Directors excluding the Director being evaluated. A
structured questionnaire was prepared after taking into consideration the various aspects
of the Board's functioning, composition of the Board and Committees, culture, execution
and performance of specific duties, obligation and governance.
The evaluation of all the Directors and the Board as a whole was conducted based on the
criteria and framework adopted by the Board. The Board approved the evaluation results as
suggested by the Nomination and Remuneration Committee. The performance evaluation of the
Independent Directors was completed. For the year under review, the Independent Directors
met on 28th May, 2025, inter alia, to discuss:
? Performance evaluation of Independent Directors and Board of Directors as a whole;
? Evaluation of the quality of the flow of information between the Management and Board
for effective performance by the Board. The Board of Directors expressed their
satisfaction with the evaluation process.
PUBLIC DEPOSITS
During the period under review, the Company has not accepted or renewed any deposits
from shareholders and public falling within the ambit of Section 73 of the Companies Act,
2013 and rules made thereunder.
SHARE CAPITAL
The paid-up equity share capital as at 31st March, 2025, stood at Rs. 7,21,15,000.
POLICIES
We seek to promote and follow the highest level of ethical standards in all our
business transactions guided by our value system. The SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015 mandated the formulation of certain policies
for all listed companies. The policies are reviewed periodically by the Board and updated
based on need and new compliance requirements.
VIGIL MECHANISM
The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report instances of unethical behaviour,
actual or suspected fraud or violation of
Company's Code of Conduct to the management. Further the mechanism adopted by the
Company encourages the Whistle Blower to
report genuine concerns or grievances and provide for adequate safeguards against
victimization of the Whistle Blower who avails of such mechanism and also provides for
direct access to the Chairman of the Audit Committee in exceptional cases. The functioning
of vigil mechanism is reviewed by the Audit Committee from time to time. No whistle blower
has been denied access to the Audit Committee of the Board.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
There were no incidences of sexual harassment reported during the year under review, in
terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
CORPORATE GOVERNANCE
Pursuant to Regulation 34(3) and Schedule V of SEBI (LODR) Regulations, 2015, a
separate report on Corporate
Governance and a certificate from the Auditors of the Company are annexed to the
Directors' Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Your attention is drawn to the perception and business outlook of your management for
your company for current year and for the industry in which it operates including its
position and perceived trends in near future. The Management Discussion and Analysis
Report, as required under Clause 49 of the Listing Agreement with the Stock Exchange is
attached and forms part of this Directors' Report.
RISK MANAGEMENT POLICY
The Company has developed and implemented a risk management policy which identifies
major risks which may threaten the existence of the Company. The same has also been
adopted by your Board and is also subject to its review from time to time.
OTHER DISCLOSURES AS PER SECTION 134 OF THE COMPANIES ACT, 2013
? There are no qualifications, reservations or adverse remark or disclaimer by the
Statutory Auditor or by the Secretarial Auditor in their respective reports.
? There are no material changes and commitments affecting the financial position of the
Company which have occurred between the end of the financial year of the Company, to which
the financial statements relate and the date of the report.
? Pursuant to Section 92(3) read with section 134(3)(a) of the Act, the Annual Return
as on 31st March, 2025 is available on the Company's Website at
https://epicenergy.in/financial-reports-and-presentations/
KEY FINANCIAL RATIOS
Particulars |
2024-25 |
2023-24 |
% Change |
| Current Ratio (in times) |
2.85 |
1.76 |
61.93 |
| Return on Equity (in %) |
17.63 |
5.50 |
220.55 |
| Trade receivables Turnover Ratio (in times) |
4.06 |
3.84 |
5.73 |
| Trade payables Turnover Ratio (in times) |
10.44 |
11.09 |
(5.86) |
| Net Capital Turnover Ratio (in times) |
01.26 |
2.00 |
(37.00) |
| Net Profit Ratio (in %) |
30.60 |
11.70 |
(161.54) |
Return on Net worth
The details of return on net worth are given below:
Particulars |
2024-25 |
2023-24 |
% Change |
| Return on capital employed (in %) |
12.44 |
4.80 |
159.17 |
Detailed Reason for change of 25% or more in Key Financial Ratios is given in notes to
accounts.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the related party transactions that were entered during the financial year were in
the ordinary course of business of the Company and were on arm's length basis. There were
no materially significant related party transactions entered by the Company with its
Promoters, Directors, Key Managerial Personnel or other persons which may have potential
conflict with the interest of the Company.
All Related Party transactions are placed before the Audit Committee for approval,
wherever applicable. Prior omnibus approval for normal business transactions is also
obtained from the Audit Committee for the related party transactions which are of
repetitive nature and accordingly, the required disclosures are made to the Committee on a
quarterly basis in terms of the approval of the Committee.
All the related party transactions entered into by the Company were in the ordinary
course of business and were on an arm's length basis as provided in Annexure II.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information relating to conservation of energy, technology and foreign earning and
outgo, as required under
Section 134(3) (m) of the Companies Act, 2013 forms part of this Directors' Report as Annexure
III.
PARTICULAR OF EMPLOYEES PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 134(3) OF THE
COMPANIES (AMENDMENT) ACT, 2017 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES, 2016
The information required in terms of Section 134(3) of the Companies (Amendment) Act,
2017 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Amendment Rules, 2016 is furnished hereunder: i. The ratio of the remuneration
of Director to the median remuneration of the employees of the Company: Not Applicable ii.
The percentage increase in remuneration of CFO, CS during the financial year: NIL iii. The
percentage increase in the median remuneration of employees in the financial year is NIL
iv. The number of permanent employees on the rolls of the company at the end of the
financial year 2024-25 is 5. v. It is hereby affirmed that the remuneration of KMP's are
in accordance with the Remuneration Policy.
| Sr no Name |
Designation |
Remuneration Paid FY 2024-25 |
Remuneration Paid FY 2023-24 |
Percentage Increase in Remuneration |
Ratio per Median of Employee Remuneration |
| 1 Mr Nikhil Morsawala |
CFO Head Project Finance, |
- |
- |
- |
- |
| 2 Ms Hetvi Patel |
Management Accounts and MIS |
5.37 |
- |
- |
- |
| 3 Mr Sandipkumar Gupta |
Company Secretary |
6.00 |
4.80 |
25 |
2 |
| 4 Mr Atul Mishra |
Head Accounts and Taxation |
6.00 |
6.00 |
- |
- |
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has laid down the set of standards, processes and structure which enables
it to implement internal financial control across the organisation and ensure that the
same are adequate and operating effectively. To maintain the objectivity and independence
of internal audit, the Internal Auditor reports to the Chairman of the Audit Committee of
the Board.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal
control systems in the Company, its compliance with the operating systems, accounting
procedures and policies of the Company.
Based on the report of the Internal Auditor, the process owners undertake the
corrective action in their respective areas and thereby strengthen the control.
Significant audit observation and corrective actions thereon are presented to the Audit
Committee of the Board.
AUDITORS
The Shareholders at the 33rd Annual General Meeting (AGM) held on 26th August, 2024 had
approved the appointment of M/s. NGST & Associates (FRN:135159W), Chartered
Accountants, as Statutory Auditors of the Company, for a term of five years i.e. till the
conclusion of AGM to be held in year 2029.
The Report of the Auditors on the Accounts of the Company is attached herewith, and
being self-explanatory, does not need further elaboration.
Secretarial Audit Report and Certificate
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had
appointed Mr. Vijay Tiwari, Practicing Company Secretary to undertake the Secretarial
Audit of the Company for the FY 2024-25. The Secretarial Audit Report for the FY 2024-25
is annexed to this Directors' Report as Annexure-IV.
Directors' Qualification Certificate
In terms of SEBI (LODR) Regulations 2015, a certificate from Mr. Vijay Tiwari,
Practicing Company Secretary has been received stating that none of the Directors on the
board of the company have been debarred or disqualified from being appointed or continuing
as directors of company by the Board/Ministry of Corporate Affairs or any such statutory
authority and the same is annexed to this report.
Disclosure of transactions of the listed entity with any person or entity belonging to
the promoter/promoter group which hold(s) 10% or more shareholding in the listed entity:
During the financial year 2024-25, no such transaction took place with any person or
entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in
the listed entity.
Corporate Social Responsibility
Subject to the provisions of Section 135 and Schedule VII of the Companies Act, 2013
read with the Companies (Corporate Social Responsibility Policy) Rules, 2015, the Company
is not mandatorily required to undertake CSR initiatives. The report of the CSR activities
is not applicable to the Company.
DONATION:
During the year, the Company has not given donations to any charitable trust.
DECLARATION ABOUT INDEPENDENT DIRECTORS UNDER SUB-SECTION 6 OF SECTION 149:
The Company has received the declarations from Independent Directors that they meet the
criteria of independence laid down under section 149(6) of the Companies Act, 2013 and
under regulation 16(b) of SEBI (LODR) Regulations, 2015.
DIRECTORS' RESPONSIBILITY STATEMENT
As stipulated in Section 134(5) of the Companies Act, 2013, Directors subscribe to the
"Directors' Responsibility Statement" and confirm that:
a) In preparation of annual accounts for the year ended 31st March 2025, the applicable
accounting standards have been followed and no material departures have been made from the
same; b) The Directors 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 the Company at the end of the
financial year and of the profit or loss of the Company for that year; c) The Directors
have 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 have prepared the annual accounts for the year ended 31st March, 2025, on a
going concern basis. e) The Directors have laid down the 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 have devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems are adequate
and operating effectively.
AUDITORS' REPORT
The Auditors' Report on the accounts of the Company for the accounting year ended 31st
March, 2025, is self-explanatory and does not call for further explanations or comments
that may be treated as adequate compliance of Section 134 of the Companies Act, 2013.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company under
any ESOS scheme.
3. The Company does not have a Managing Director or any subsidiaries, and as such the
question of the Managing Director of the Company receiving any remuneration or commission
from any of its subsidiaries does not arise.
4. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
ACKNOWLEDGEMENT
Your Directors express their appreciation for the assistance and cooperation received
from its Bankers, various government authorities, customers, vendors and members during
the year under review. Your Directors also wish to place on record their deep sense of
appreciation for the committed services by the executives, staff and workers of the
Company.
| Date: 2nd September, 2025 |
By order of the Board |
| Place: Mumbai |
Bharat Mehta |
|
Director |
|