Operations and Financial Overview

During the year under review, your Company posted a Sales turnover of Rs. 210.37 Crores as against a total Sales turnover of Rs. 211.94 in the previous year registering a de-growth over the previous year.

The Company made a Profit/(Loss) before tax of Rs. (15.96) Crores for the year 2022-23 as compared to Rs. (11.22) Crores in the previous year. The Profit/(Loss) after tax was at Rs. (12.24) Crores as compared to Rs. (8.61) Crores in the previous year.

A detailed analysis of the operations and financial results of your Company during the year under review is included in the Management Discussion and Analysis, forming part of this Annual Report.

Nature of Business

The Company continues to be engaged in the activities pertaining to manufacturing, selling, processing, exporting, importing and dealing in irrigation pipes, and irrigation systems and providing agricultural services. There has been no change in the nature of business of the Company during the period under review.

Dividend

In view of the loss incurred by the Company, your Directors have not recommended any dividend for the year ended 31^st March, 2023.

Unpaid Dividend & IEPF

The dividends that are unclaimed/unpaid for seven years shall be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government within the stipulated time period. However, during the year under review, the Company did not have any obligation to transfer funds to Investor Education and Protection Fund. Rs. 20.51 lakhs is lying in the unpaid dividend account of the Company as of 31^st March, 2023.

Transfer to reserve

Your Company does not propose to transfer any amount to the General Reserve.

Consolidated Financial Statement

The Consolidated Financial Statements of the Company and its joint venture company prepared in accordance with the Companies Act, 2013 ("the Act") and applicable Accounting Standards along with all relevant documents and the Auditors' Report forms a part of this Annual Report.

Report on Performance of Joint Venture

Your Company entered into Joint Venture (JV) arrangement in F'19 with TOP Greenhouses Limited, Israel, to set up Mahindra Top Greenhouses Private Limited (MTGPL) for the protected cultivation business. The JV provides an opportunity for both Joint Venture partners to draw on the strengths of each other and grow a protected cultivation business by providing hi-tech, economical, and relevant solutions to protected cultivation customers, both large and small. The JV recorded a Sales Turnover in F-23 of Rs. 2.04 Cr in the full year of operation. The JV is focusing on strengthening its value proposition, and channel partners and developing new Business Models like Low-Cost Solutions, catering specifically to the Small & Marginal farmer segment. With the more evident impact of climate change on agriculture and the need to increase yield, protected cultivation is going to play a significant role in Indian agriculture.

The details of Joint Ventures, during the period under review, is given in Form AOC-1 and is attached and marked as ANNEXURE XI and forms part of this Report.

Corporate Governance & Management Discussion and Analysis Report

Your Company believes that sound practices of good Corporate Governance, Transparency, Accountability, and Responsibility are the fundamental guiding principles for all decisions, transactions, and policy matters of the Company. A Report on Corporate Governance, along with a certificate from the Statutory Auditors of the Company regarding the compliance of conditions of Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the "LODR Regulations") forms part of this Annual Report.

Further, the Management Discussion and Analysis Report for the year under review, as stipulated under LODR Regulations, forms part of this Report as Annexure-I.

Stock Options

The Nomination and Remuneration Committee of the Board of Directors, inter alia, administers and monitors the Employees Stock Option Scheme of the Company "the ESOS". The ESOS is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and there have been no material changes in the said scheme during the year under review. During the year under review, 48,129 nos. of Stock Options under the ESOS were exercised immediately after vesting. Accordingly, the Company made the allotment of 48,129 Equity Shares.

The particulars required to be disclosed pursuant to the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are appended as "Annexure - II" to this Report. Voting rights on the shares issued to employees under the ESOS are either exercised by them directly or through their appointed proxy.

Share Capital

During the year, with the allotment of 48,129 equity shares on exercising of Stock Options by employees, the total paid-up equity share capital of the Company increased from 2,78,39,475 equity shares of Rs. 10 each to 2,78,87,604 equity shares of Rs. 10 each. The said equity shares have been listed on the BSE Limited and National Stock Exchange of India Limited and all the shares rank pari passu with the existing equity shares in all respects.

Accordingly, the Paid-up Share Capital of the Company stood at Rs. 27,88,76,040 comprising of 2,78,87,604 equity shares of Rs. 10 each as of 31^st March, 2023.

Holding Company

The promoters of the Company i.e., Mahindra and Mahindra Limited ("M & M") hold 1,51,44,433 equity shares which represent 54.31% of the total paid-up capital of the Company. Your Company continues to be a subsidiary company of M & M. Further, the Company has a JV with 60% holding.

Contracts and Arrangements with Related Parties

During the financial year, all contracts/arrangements/ transactions entered by the Company with related parties were in the ordinary course of business and on an arms-length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on the materiality of related party transactions. All related party transactions were placed before the Audit Committee for approval, wherever applicable. Prior omnibus approval is also obtained from the Audit Committee for the related party transactions which cannot be foreseen and accordingly, the required disclosures are made to the Committee on a quarterly basis for its approval.

The Company's major related party transactions are generally with its holding and fellow subsidiaries or associate companies. The related party transactions are entered into based on considerations of various business exigencies, such as synergy in operations, and sales transactions through tenders or otherwise. All related party transactions are negotiated on an arms-length basis and are intended to promote the Company's interests.

The Policy on the materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors may be accessed on the Company's website at the link: https://www.epcmahindra.com/pdf/ Policy_on_Materiality_and_Dealing_with_Related_Party_ Transactions.pdf The related party transactions have been set out in Note No. 29 to the financial statement.

Risk Management

The Company has constituted a Risk Management Committee comprising, Mr. Ashok Sharma, Mr. S Durgashankar and Mr. Anand Daga. Mr. Ashok Sharma is the Chairman of this Committee. The Company has adopted the Risk Management Policy. The Committee is entrusted with the responsibility to assist the Board of Directors in (a) overseeing and approving the Company's enterprise-wide risk management framework; and (b) overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational, sustainability (particularly, ESG related risks), information, cyber security risks and other risks have been identified and assessed. There is an adequate mechanism in place for risks and uncertainties that can impact its ability to achieve its strategic objectives, risk assessment, risk mitigation and minimization procedures and periodical review.

Further, detailed terms of reference of the Risk Management Committee are included in the Report on Corporate Governance, which forms part of this Annual Report.

Industrial relations

The Company believes that sustainable growth can only be achieved in an organization which focuses on a performance culture and where employees are engaged and empowered to be the best they can be.

Employees at all levels have contributed to the performance of your Company. Your Directors place on record the Cooperation of employees during the year under report. The Directors also place on record the unstinted Cooperation extended by the staff members during the period under review.

Our mission is to protect and enhance the well-being of our employees, visitors, and other stakeholders. A safe work environment is non-negotiable, for which we follow strict safety standards in all our facilities. Our safety practices ensure all possible safety hazards are identified and eliminated, not only at the workplace but also during employee travel. We promote holistic safety culture to improve safety beyond work.

The Management Discussion and Analysis Report gives an overview of the developments in Human Resources/Industrial Relations during the year.

Safety, Health and Environmental Performance

Your Company's commitment towards safety, health and the environment is being continuously enhanced and your Company encourages the involvement of all its employees in activities related to safety, including the promotion of safety standards. This is also demonstrated by the fact that there has been only one reportable incidence (Non-Fatal) of an accident in the last Eight years.

The Safety Committee, constituted for the same, regularly reviews the adherence to safety norms. Some of the programs undertaken by the Company include behaviour-based safety training, knowledge-based fire extinguisher training, fire-fighting training and safety awareness, etc. Various health checkup programs for employees were regularly undertaken by the Company.

Requirements relating to various environmental legislations and environmental protection have been duly complied with by your Company.

Board and Committees

The following persons are the directors of the Company as on 31^st March 2023:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 (the "Act"), Mr. Shriprakash Shukla (DIN: 00007418) is liable to retire by rotation and, being eligible, has offered himself for re-appointment.

Appointment / Re-appointment of Directors Mr. Ashok Sharma

The three years term of Mr. Ashok Sharma as Managing Director would be expiring on 30^th September, 2023. Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on 28^th April, 2023 appointed Mr. Ashok Sharma (DIN: 02766679) as Managing Director for a further period of 3 years with effect from 1^st October, 2023 on a consolidated remuneration of Rs. 45 lakhs per annum. Further, the Managing Director is not in receipt of any remuneration or commission from the Joint Venture of the Company. The approval from shareholders for renewal of his term is being sought at the ensuing Annual General Meeting.

Independent Directors

All the Independent Directors on the Board have given a declaration of their independence to the Company as required under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI LODR Regulations. In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, meets the criteria of independence as specified in the Act and the SEBI LODR Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

The Independent Directors of the Company have confirmed that they have registered themselves with the Indian Institute of Corporate Affairs, Manesar and have their name included in the databank of Independent Directors within the statutory timeline. The Board is of the opinion that the Independent Directors of the Company hold the highest standards of integrity and possess the requisite expertise and experience required to fulfil their duties as Independent Directors.

The information required pursuant to Section 197(12) read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the "Rules of 2014") in respect of the ratio of remuneration of a director to the median remuneration of the employees of the Company for the financial year is annexed herewith and marked as Annexure III to this Report.

During the year under review, the independent directors were not paid any Commission.

Performance Evaluation of the Board

The Company has devised a Policy for the performance evaluation of independent directors, Board of Directors,

Committees, and other individual Directors, which includes criteria for performance evaluation of the Non-Executive Directors and Executive Director.

Pursuant to the provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its performance and that of its Committees as well as the performance of the Directors individually. Feedback was sought by way of a structured questionnaire 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 and the evaluation was carried out based on responses received from the Directors.

The details of the programme for familiarization of independent directors with the Company, their roles, rights and responsibilities in the Company, the nature of the industry in which the Company operates, the business model of the Company and related matters are put up on the website of the Company. During the year, the independent directors of the Company met on May 04, 2022.

Your Company has adopted the following Policies which, inter alia, include criteria for determining qualifications, positive attributes, and independence of a Director. The following policies of the Company are annexed herewith and marked as Annexure IV and Annexure V respectively and forms part of this Report: a) Policy on Appointment of Directors and Senior Management and Succession Planning for Orderly Succession to the Board of Directors and the Senior Management. b) Policy for Remuneration of the Directors, Key Managerial Personnel, and other employees.

Meetings of the Board

Four meetings of the Board of Directors were held during the year. Details of attendance at meetings of the Board, its Committees and the AGM are included in the Report on Corporate Governance, which forms part of this Annual Report.

Committees of the Board

Your Company has duly constituted the Committees required under the Companies Act, 2013 read with applicable Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Audit Committee

The Audit Committee comprises Independent Directors namely Mr. Anand Daga (Chairman), Mr. S Durgashankar and Dr. Sudhir Kumar Goel as other members.

All the recommendations made by the Audit Committee were accepted by the Board of Directors.

CSR Committee

The CSR Committee comprises Mr. Ashok Sharma (Chairman), Mr. S Durgashankar and Dr. Sudhir Kumar Goel as other members.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises Directors namely Mr. Anand Daga (Chairman), Mr. S. Durgashankar and Dr. Sudhir Kumar Goel as other members.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises Directors namely Dr. Sudhir Kumar Goel (Chairman), Mr. Ashok Sharma and Ms. Aruna Bhinge as other members.

Risk Management Committee

The Risk Management Committee comprises Directors namely Mr. Ashok Sharma (Chairman), Mr. S. Durgashankar and Mr. Anand Daga as other members.

Key Managerial Personnel (KMP)

In accordance with the provisions of Section 203 of the Act, the following persons have been designated as KMP of the Company as of 31^st March 2023:

Directors' Responsibility Statement

Pursuant to section 134(5)(e) of the Act, your Directors, based on the representations received from the Operating Management, and after due enquiry, state that:

a) in the preparation of the annual accounts for the year ended 31^st March 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as of 31^st March, 2023 and of the profit/loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the Directors have prepared the annual accounts on a ‘going concern' basis.

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are 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.

Business Responsibility and Sustainability Report

In terms of the amendment to regulation 34 (2) (f) of LODR Regulations vide Gazette notification no. SEBI/LAD-NRO/ GN/2021/22 dated May 05, 2021 which introduced new reporting requirements on ESG parameters called the Business Responsibility and Sustainability Report (BRSR) replacing the existing Business Responsibility Report (BRR) and in accordance with the circular no. SEBI/HO/CFD/ CMD-2/P/CIR/2021/562 issued by SEBI on May 10, 2021, which made reporting of BRSR mandatory for the top 1,000 listed companies (by market capitalization) from the financial year 2022-23. Further, Regulation 3(2) of (Listing Obligations and Disclosure Requirements) Regulations, 2015 stated that the provisions of regulations which became applicable to listed entities based on market capitalisation criteria shall continue to apply to such entities even if they fall below such thresholds. Therefore, your Company in compliance with the said Notification and Circular has replaced the existing Business Responsibility Report (BRR) with Business Responsibility and Sustainability Report (BRSR).

The BRSR of your Company for the financial year ended 31^st March, 2023 forms part of this Annual Report asAnnexure VI required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Your Company strongly believes that sustainable and inclusive growth is possible by using the levers of environmental and social responsibility while setting aspirational goals and improving economic performance to ensure business continuity and rapid growth.

Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013 and rules made thereunder, the Corporate Social Responsibility Committee ("CSR Committee") has formulated and recommended to the Board, a revised Corporate Social Responsibility Policy ("CSR Policy") indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company's website at the link: https://www.epcmahindra.com/pdf/Corporate_ Social_Responsibility_Policy.pdf

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability.

During the year under review, your Company implemented a few projects such as the Promotion of Education and related to the environment by tree plantation. These projects were mainly implemented through NGOs.

The Company does not fall under the criteria as specified under the provisions of Section 135(1) of the Act and hence, compliance with CSR provisions was not applicable to the Company for the financial year 2022-23, However, the Company has voluntarily spent Rs. 30.99 Lakhs towards CSR activities in the financial Year 22-23 as a good corporate governance practice, which is as per the Annual Action Plan approved for undertaking CSR activities by the Company.

The Annual Report on CSR activities is annexed herewith and marked as Annexure VII.

Disclosures under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder

The Company has complied with provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act') and the Rules framed thereunder.

During the financial year under review, the Company did not receive any complaints of sexual harassment and no cases were filed under the POSH Act.

Vigil Mechanism/Whistle Blower policy

To ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour, the Company has adopted a vigil mechanism policy. Whistle Blower or Complainant, under the said Policy, shall be entitled to direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. This policy is explained in the Report on Corporate Governance and posted on the website of the Company.

Auditors and Auditor's Report

The Auditors, M/s. B S R & Co. LLP, Chartered Accountants, have been appointed as Statutory Auditors on the 39^th Annual General Meeting of the Company for a period of 5 years i.e. from the conclusion of the 39^th AGM till the conclusion of the 44^th AGM to be held in 2026. The Auditors' Report is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

Cost Auditors

The cost accounting records of the Company are maintained and the Company had filed the Cost Audit Report as per the Companies (Cost Accounting Records) Rules, 2011 prescribed under Section 148 (6) of the Act, and Rule 6(6) of the Companies (Cost Records and Audit) Rules, 2014 pertaining to the financial year 2022-23 before the due date of filing.

Pursuant to section 148 of the Act, the Board of Directors, on the recommendation of the Audit Committee, appointed M/s. Deodhar Joshi and Associates, Cost Accountants, as the Cost Auditors of the Company for the financial year 2023-24. M/s Deodhar Joshi and Company have confirmed that their appointment is within the limits of section 139 of the Act and have also certified that they are free from any disqualification specified under sections 141(3) and 148(5) of the Act.

The Audit Committee has also received a Certificate from the Cost Auditor certifying their independence and arms-length relationship with the Company.

The Directors recommend the remuneration payable to the Cost Auditors of the Company for the year 2023-24. The approval from shareholders for the remuneration payable to the Cost Auditors is being sought at the ensuing Annual General Meeting.

Secretarial Auditors

Provisions of Section 204 of the Companies Act, 2013 read with the Rules framed thereunder, mandates obtaining Secretarial Audit Report from Practicing Company Secretary. The Board has appointed M/s. MMJB & Associates LLP, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the Financial year 2022-23.

The Secretarial Audit Report issued by MMJB & Associates LLP, Practicing Company Secretaries for the financial year ended on 31^st March, 2023 in Form MR-3 is annexed herewith and marked as Annexure IX to this Report. The Secretarial Audit Report does not contain any qualification, observation, reservation or adverse remarks or disclaimer requiring explanation.

Public Deposits & Loans/Advances

Your Company has not accepted any deposits during the year under review. There were unclaimed/unpaid deposits and unclaimed/ unpaid interest warrants outstanding as of 31^st March, 2023. Your Company has neither made any loans or advances nor provided any guarantees or securities or made any investments which are required to be disclosed in the Annual Accounts of the Company.

Energy Conservation and Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo as required to be disclosed under sub-section (3)(m) of Section 134 of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are annexed herewith and marked as Annexure VIII to this Report.

DISCLOSURES:

Compliance with the provisions of Secretarial Standard 1 and Secretarial Standard 2

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company was in compliance with the Secretarial Standards, i.e., SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings" respectively.

Annual Return

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013, the copy of the Annual Return of the Company as of 31^st March, 2023 is placed on the website of the company at the following web address: https://www.epcmahindra.com/investors.aspx

Dividend Distribution Policy

Pursuanttoregulation43AoftheSecuritiesandExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a dividend distribution policy which became effective from 1^st April, 2021 stipulating factors to be considered in case of Dividend declaration which forms part of this report as Annexure X. The same has also been hosted on the website of the Company and is accessible at the web link: https://www. epcmahindra.com/pdf/Dividend_Distribution_Policy.pdf

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:

Particulars of Employees

No employee was in receipt of remuneration as required under Section 197 of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Acknowledgements

Your Directors take this opportunity to place on record their sincere appreciation for the cooperation and continued support received from customers, vendors, suppliers, bankers, business associates and shareholders.