Nature of the Disclosure

This document is the 47th Annual Report of Epuja Spiritech Limited for the financial year ended March 31, 2026. It includes the Notice of the 47th Annual General Meeting (AGM), the Directors' Report, audited financial statements (standalone and consolidated), reports from the statutory and secretarial auditors, and a comprehensive report on corporate governance.

Key Quantitative Figures

Financial Performance (Standalone) for FY 2025-26:

  • Revenue from Operations: ₹185.90 lakh (Previous Year: ₹864.70 lakh)
  • Other Income: ₹6.22 lakh (Previous Year: ₹7.47 lakh)
  • Total Income: ₹192.13 lakh (Previous Year: ₹872.17 lakh)
  • Total Expenses: ₹1226.72 lakh (Previous Year: ₹840.12 lakh)
  • Net Loss Before Tax: ₹(1048.53) lakh (Previous Year: Profit of ₹15.84 lakh)
  • Net Loss After Tax: ₹(1048.55) lakh (Previous Year: Profit of ₹15.77 lakh)
  • Basic & Diluted EPS: (₹0.93) (Previous Year: ₹0.02)

Financial Performance (Consolidated) for FY 2025-26:

  • Net Loss After Tax: ₹(1048.74) lakh

Share Capital:

  • Issued, Subscribed & Paid-up Capital as on March 31, 2026: ₹11,30,81,887 (11.31 crore shares of ₹1 each)
  • Paid-up Capital increased from ₹8,54,79,042 (8.55 crore shares) during the year.

Warrants:

  • The company had issued 9,58,56,475 warrants convertible into equity shares.
  • As of March 31, 2026, 3,54,71,967 warrants were converted into equity shares.
  • The remaining 6,03,84,508 warrants lapsed due to the expiry of the 18-month conversion period from the date of allotment.

Dividend:

  • The Board did not recommend any dividend for the financial year 2025-26.

Dates of Action

  • AGM Date: Wednesday, September 30, 2026, at 4:00 PM via Video Conferencing.
  • Book Closure: From September 23, 2026, to September 30, 2026 (both days inclusive).
  • E-voting Period: Begins on September 27, 2026, at 9:00 AM and ends on September 29, 2026, at 5:00 PM.
  • Record Date for E-voting: September 22, 2026.
  • Board Meeting Dates: 16 meetings were held during the year. Key meetings include those on February 28, 2026 (ESOP approval), March 24, 2026 (ESOP 2026 scheme), and July 29, 2026 (Rights Issue approval).

Parties Involved

  • Statutory Auditors: S D P M & Co., Chartered Accountants (Firm Registration Number: 126741W)
  • Secretarial Auditor: M/s. M K Samdani & Co., Practicing Company Secretaries
  • Internal Auditor: M/s. Umangi Bhavsar & Associates
  • Registrar & Share Transfer Agent (RTA): Maheshwari Datamatics Pvt. Ltd.
  • Stock Exchange: BSE Limited
  • E-voting Agency: National Securities Depository Limited (NSDL)
  • Subsidiary: Epuja Softtech Private Limited (100% holding)

Purpose or Rationale

  • The AGM is being held to transact ordinary business (adoption of financial statements, reappointment of a director) and special business (approval for the grant of Employee Stock Options under the ESOP 2026 scheme).
  • The ESOP scheme is intended to retain, motivate, and attract employees by rewarding performance and promoting a culture of ownership.
  • The company altered its main object clause to include businesses related to Agro Products and Information Technology services to diversify its revenue base and create strategic optionality.
  • The Rights Issue of up to ₹60 crore is for general corporate purposes and funding growth initiatives.

Financial and Operational Impact

  • The company reported a significant loss for the year, with a drastic reduction in revenue.
  • The issuance of shares upon warrant conversion and the proposed ESOP and Rights Issue will impact the company's capital structure and may cause dilution.
  • The change in the main object clause enables the company to operate in the agro and IT sectors, potentially opening new revenue streams.

Capital Structure Impact

  • The paid-up capital increased due to the conversion of 3,54,71,967 warrants into equity shares.
  • The proposed ESOP 2026 scheme could lead to the issuance of new equity shares, exceeding 1% of the issued capital in any one year, upon exercise of options.
  • The proposed Rights Issue of up to ₹60 crore would significantly increase the equity capital if fully subscribed.

Cash Flow Implications

  • The standalone cash flow statement shows a net cash used in operating activities of ₹(635.30) lakh.
  • Net cash from financing activities was ₹659.58 lakh, primarily from the issuance of share capital (₹938.50 lakh) and offset by repayments of borrowings (₹63.05 lakh) and negative movement against warrants (₹215.86 lakh).
  • Cash and cash equivalents at the end of the year stood at ₹52.67 lakh, up from ₹28.38 lakh at the beginning.

Contingent Liabilities

  • The company has disclosed contingent liabilities related to income tax demands amounting to ₹347.85 lakh (approx. ₹3.48 crore) for A.Y. 2018-19, which is under appeal.
  • Additional income tax demands of ₹16.04 lakh for A.Y. 2020-21 and ₹19.21 lakh for A.Y. 2019-20 have been issued under Section 143(1)(a), against which no action has been taken.
  • A demand of ₹15.15 lakh was issued under Section 271AAC(1) for A.Y. 2018-19.

Corporate Governance & Compliance

  • The report includes a detailed Corporate Governance report as per SEBI LODR Regulations.
  • The company has constituted mandatory committees: Audit, Nomination & Remuneration, and Stakeholders' Relationship Committee.
  • The secretarial audit report confirms compliance with applicable laws, and the statutory audit report does not contain any qualifications.
  • The company has adopted requisite policies, including a Vigil Mechanism/Whistle Blower Policy and a Policy on Prevention of Sexual Harassment.