IRM Energy Ltd Directors Report

To,

The Members

IRM ENERGY LIMITED

Your Directors have great pleasure in presenting their 9th Annual Report together with the Audited Balance Sheet and Statement of Profit and Loss for the Financial Year ended on March 31,2024 and the report of the Auditors thereon.

FINANCIAL RESULTS

The Audited Financial Statements of the Company (standalone and consolidated) as on March 31,2024, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The Companys financial performance for the financial year ended on March 31,2024, is summarized below:

(Amount in Rs. million)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	9,565.40	10,391.35	9,565.40	10,391.35
Other Income	238.19	59.64	238.19	59.64
Total Income	9,803.59	10,450.99	9,803.59	10,451.00
Total Expenditure other than Finance Cost, Depreciation and Tax	8,076.75	9,268.58	8,076.90	9,269.05
Operating Profit / (Loss) before Finance Cost, Depreciation and Tax	1,726.84	1,182.41	1,726.69	1,181.95
Less: Interest and Finance Charges	266.96	229.03	266.97	229.03
Less: Depreciation and amortization expenses	264.74	208.96	264.73	208.98
Profit / (Loss) before Tax	1,195.14	744.42	1,194.99	744.02
Less: Provision for Taxation	280.10	179.60	280.08	179.57
Profit for the period/year before share of profit/(loss) of joint control entities	915.05	564.82	914.91	564.45
Share of Profit/(loss) of Joint Control Entities	-	-	-58.28	66.91
Profit for the period/year	915.05	564.82	856.63	631.36
Less: Transfer to non-controlling interest	-	-	-0.04	-0.10
Other comprehensive income/(Expenses) [net of tax]	-0.16	-0.62	-0.13	-0.63
Items that will not be reclassified to Profit or (Loss), net of tax	-0.16	-0.62	-0.13	-0.63
Total comprehensive income/(Expenses) for the period	914.89	564.19	856.54	630.84
Earning per equity share (H Per share)	26.14	18.94	24.47	21.18

Note:

1. There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

2. Previous year figures have been regrouped/re-arranged wherever necessary.

3. There has been no change in nature of business of the Company

OPERATING RESULTS & BUSINESS PERFORMANCE

(a) OPERATIONAL HIGHLIGHTS

The Company is a City Gas Distribution ("CGD") company, with operations at Banaskantha (Gujarat), Fatehgarh Sahib (Punjab), Diu & Gir Somnath (Union Territory of Daman and Diu and Gujarat), and Namakkal & Tiruchirappalli (Tamil Nadu), engaged in the business of laying, building, operating and expanding the city or local natural gas distribution network. The Company develop natural gas distribution projects in the geographical areas ("GAs") allotted for industrial, commercial, domestic and automobile customers. We supply natural gas to two primary set of customer segments - Compressed Natural Gas (CNG) and Piped Natural Gas (PNG).

The Company has created an overall infrastructure of 4907 inch kms of MDPE Pipelines and steel pipelines as of March 31,2024. As on March 31, 2024, the Company has 195 PNG industrial customers, 340 PNG commercial customers and 66,228 PNG domestic customers. The Company established 82 CNG Stations comprising 5 stations owned and operated by the Company ("COCO Stations") including pure play mother station, 38 CNG stations owned and operated by dealers ("DODO Stations") and 39 CNG stations owned and operated by oil marketing companies ("OMC Stations") as at March 31,2024.

The Company has commissioned critical infrastructure like City Gate Station, Mother Station and LCNG Station

in Namakkal and Tiruchirappalli GA during the year ended on March 31, 2024. Additionally, the Company has commissioned 15 CNG stations in Namakkal and Tiruchirappalli GA.

(b) FINANCIAL HIGHLIGHTS Consolidated Financial Result

The Consolidated Financial Statements have been prepared on the basis of audited financial statements of the Company, subsidiary and joint control entities, as approved by their respective Board of Directors. The Audited Consolidated Financial Statements together with the Auditors Report form part of this Report. The financial highlights are:

1. Revenue from Operations decreased by 8% compared to FY 2022-23, from Rs 1,039.14 crore to Rs 956.54 crore.

2. EBITDA has increased by 46% compared to FY 2022-23, from Rs 118.19 crore to Rs 172.67 crore.

3. PAT has increased by 36% compared to FY 2022-23, from Rs 63.14 crore to Rs 85.66 crore.

Standalone Financial Result

1. Revenue from Operations decreased by 8% compared to FY 2022-23, from Rs 1039.14 crore to Rs 956.54 crore.

2. EBITDA has increased by 46% compared to FY 2022-23, from Rs 118.24 crore to Rs 172.68 crore.

3. PAT has increased by 62% compared to FY 2022-23, from Rs 56.48 crore to Rs 91.51 crore.

The detailed operational performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Section, which forms part of this Annual Report.

(c) DIVIDEND

The Board of Directors is pleased to recommend a final dividend of H 1/- per share (10% on the face value of H 10 each) on 3,49,99,432 10% Non-Cumulative Redeemable Preference Shares of H 10/- each for the financial year ended on March 31,2024. The dividend is subject to the approval of members at the ensuing 9th Annual General Meeting of the Company. The said dividend, if approved by the members, would involve a cash out flow of H 34.99 million (Gross of Tax).

Further, the Board of Directors is also pleased to recommend a final dividend of H 1.50 per share (15% on face value of H 10 per share) on 4,10,59,677 Equity Shares of H 10/- each for the financial year ended on March 31, 2024. The dividend is subject to the approval of members at the ensuing 9th Annual General Meeting. The said dividend, if approved by the members, would involve a cash out flow of H 61.59 million (Gross of Tax).

Pursuant to Finance Act, 2020, Dividend Income is taxable in the hands of the Shareholders w.e.f. April 01,2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-tax Act, 1961.

The dividend recommended is in accordance with companys Dividend Distribution Policy in term of Regulation 43A of the SEBI Listing Regulations, and the same has been uploaded on the website of the Company at https://www.irmenergy.com/wp-content/ uploads/2022/12/Dividend-Distribution-Policy.pdf

(d) TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profits for financial year 2023-24 under Retained Earnings. Accordingly, the Company has not transferred any amount to General Reserve during the year under review.

INITIAL PUBLIC OFFER (IPO) AND LISTING OF EQUITY SHARES

During the year under review, the Company came out with an Initial Public Offer ("IPO"/ "Issue") of equity shares. The IPO was 100% Fresh Issue of 1,08,00,000 equity shares of face value of H 10/- each, comprising 1,05,84,000 equity shares at H 505/- per Equity Share, including a share premium of H 495/- per Equity Share and 2,16,000 equity shares for employee category at 9.5% discount on issue price i.e. at H 457/- including a share premium of H 447/- per Equity Share aggregating to H 5449.96 million.

The issue was opened on October 18, 2023 and closed on October 20, 2023 and the equity shares were allotted at a price of H 505/- per share (including premium of H 495 per share) on October 23, 2023. The Company had received the listing and trading approval from BSE Limited (BSE) and National Stock Exchange India Limited (NSE) on October 25, 2023. The equity shares of the Company got listed and admitted to trading/dealing on BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") (Collectively known as "Stock Exchanges") effective from October 26, 2023. The Company completed its IPO successfully with participation of several leading domestic and global institutional investors as well as NRIs, HNIs and retail investors. The Board is gratified and humbled by the faith shown in the Company by its Members. The Board also places on record its appreciation for the support provided by various Authorities, BRLMs, Stock Exchanges, Depositories, Counsels, Consultants, Auditors and Employees of the Company for making the maiden IPO of the Company a grand success.

SHARE CAPITAL

Authorised Share Capital

The authorized share capital of the Company as on March 31, 2024 is H 90,00,00,000/- (Rupees Ninety Crores only) divided into 5,00,00,000 (Five Crores) equity shares of face value of Rs 10/- (Rupees Ten) each, aggregating to Rs 50,00,00,000/-

(Rupees Fifty Crores only) and 4,00,00,000(Four Crores) 10% Non- Cumulative Redeemable Preference Shares (RPS) of Rs 10 /- (Rupees Ten) each, aggregating to Rs 40,00,00,000/- (Rupees Forty Crores only).

Paid-up Share Capital

The paid-up share capital of the Company as on March 31, 2024 is Rs 76,05,91,090/- (Rupees Seventy-Six Crores Five Lakhs Ninety One Thousand Ninety Only) comprising of 4,10,59,677 (Four Crores Ten Lakh Fifty Nine Thousand Six Hundred Seventy Seven) Equity Shares of Rs 10/- each aggregating to Rs 41,05,96,770/- (Rupees Forty One Crores Five Lakh Ninety Six Thousand Seven Hundred Seventy only) and 3,49,99,432 (Three Crores Forty Nine lakhs Ninety Nine Thousand Four Hundred Thirty Two) 10% Non-Cumulative Redeemable Preference Shares of Rs 10/- each aggregating to Rs 34,99,94,320 (Rupees Thirty-Four Crores Ninety Nine Lakhs Ninety Four Thousand Three Hundred Twenty Only).

Changes in Share Capital

During the year under review, the Company has issued and allotted 1,08,00,000 (One Crore Eight Lakhs) Equity Shares of H 10/- each pursuant to Initial Public Offer (IPO) on October 23, 2023.

The Company has only one class of equity shares having per value of H 10/- each. During the year under review, the Company has neither issued equity shares with differential voting rights nor granted stock options or sweat equity.

HOLDING COMPANY

As on March 31, 2024, the Company does not have a holding company.

SUBSIDIARY AND ASSOCIATE COMPANIES

The Company has one subsidiary company and three associate companies as on March 31,2024. There has been no material change in the nature of the business of these entities.

The following are the details of the subsidiary company:

(a) SKI-Clean Energy Private Limited:

Corporate Information:

SKI-Clean Energy Private Limited was incorporated as a private limited company under the Act, pursuant to the certificate of incorporation dated September 21, 2022, issued by the RoC, Central Registration Centre. Its corporate identification number is U40200GJ2022PTC135623. Its registered office is situated at 3rd Floor, Block- 8, Magnet Corporate Park, Near Sola Bridge, S.G. Highway, Ahmedabad, Gujarat - 380 054.

As on March 31, 2024, the Company holds 70% of the equity share capital of SKI-Clean Energy Private Limited.

Nature of Business:

SKI-Clean Energy Private Limited is engaged inter alia in the business of generating, developing, and trading renewable energy including but not limited to set-up renewable energy systems like solar energy systems, wind energy system, and power plants in or outside India as authorized under the objects clause of its Memorandum of Association.

The following are the Associate Companies and Joint Venture entities:

(a) Farm Gas Private Limited (FGPL)

Corporate Information:

Farm Gas Private Limited was incorporated as a Private Limited Company under the Act pursuant to a certificate of incorporation dated December 9, 2019, issued by the RoC, Central Registration Centre. Its Corporate Identification Number is U40108GJ2019PTC111286 and registered office is situated at 3rd Floor, Kailash-A, 6+7, Sumangalam C.H.S.L., Drive-In Road, Bodakdev, Ahmedabad-380054, Gujarat.

As on March 31, 2024, the Company holds 37.50% of the equity share capital of FGPL and 100% of 10.5% non-convertible cumulative redeemable preference shares of FGPL.

Nature of Business:

Farm Gas Private Limited is engaged inter alia in the business of manufacture, distribute, storage, supply of compressed biogas (CBG) and bio manure/bio- fertilizer through processing of agri residue/biomass and municipal solid waste and generate renewable and alternate energy like LPG, CNG, LNG, Bio CNG, alternate fuels, bio fuels, solar, bio manure, bio fertilizer, industry grade Carbon dioxide (CO2), wind, new and renewable energies from municipal solid waste, pressmud, farm produce, agri processing waste and/or any other means, as authorized under the objects clause of its memorandum of association.

(b) Venuka Polymers Private Limited (VPPL)

Corporate Information:

Venuka Polymers Private Limited was incorporated as a private limited company under the Act, pursuant to a certificate of incorporation dated December 19, 2019, issued by the RoC, Central Registration Centre. Its corporate identification number is U25209GJ2019PTC111511 and registered office is situated at 3rd Floor, Kailash-A, 6+7, Sumangalam C.H.S.L., Drive-In Road, Bodakdev, Ahmedabad-380054, Gujarat.

As on March 31, 2024, the Company holds 33.33% of the equity share capital of VPPL and 100% of 10.5% non-convertible cumulative redeemable preference shares of VPPL.

Nature of Business:

Venuka Polymers Private Limited is engaged inter alia in the business of manufacturing, distributing, supplying, micro-irrigation systems, PVC/MDPE/HD PE/LDPE/

LLDPE/PP pipes, tubes, hoses, fittings, etc. and to do all such incidental acts and things as authorized by the object clause of its memorandum of association.

(c) Ni Hon Cylinders Private Limited (NHCPL) Corporate Information:

Ni Hon Cylinders Private Limited was incorporated as a private limited company under the Act, pursuant to a certificate of incorporation dated November 26, 2018, issued by the RoC, Central Registration Centre. Its corporate identification number is U28100DL2018PTC342172. and registered office is situated at HR-18A, First Floor, Gali No.-10, Indl. Area Anand Parbat, Near Indl Area, New Delhi, Central Delhi, Delhi - 110005.

As on March 31, 2024, the Company holds 50% of the equity share capital of NHCPL.

Nature of Business:

Ni Hon Cylinders Private Limited is engaged inter alia in the business to manufacture, assemble, convert, commercialize, design, develop, display, establish, handle, let on hire, install, maintain, operate, produce, service, supervise, supply, import, export, buy, sell, turn to account and to do all such incidental acts and things as authorized by the object clause of its memorandum of association

Pursuant to Section 129 (3) of the Companies Act, 2013 and Ind - AS 110 released by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its subsidiary and associates.

A separate statement containing the salient features of the financial performance of the subsidiary and associates in the prescribed form AOC - 1 is annexed to the Boards Report as Annexure - A and forms part of this report. The Audited Consolidated financial statements together with Auditors Report which forms part of this Report.

In accordance with section 136 of the Act, the Audited Financial Statements including Consolidated Financial Statements and Audited Financial Statement of the Subsidiary Company are available on the Companys website at https://www.irmenergy.com/ investor/#financial-statements. These documents may be available for inspection by the members of the Company during working hours at companys registered office.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return in form MGT-7 is available on the Companys website and can be access at www.irmenergy.com.

LOANS, GUARANTEES AND INVESTMENTS

The provisions of Section 186 of the Act, are not applicable as the Company is engaged in infrastructural facilities as covered in Schedule VI of the Act. The details of investment made during the year under review are disclosed in Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has adopted a "Policy on Materiality and Dealing with the Related Party Transaction", in accordance with the provisions of the Act and Regulation 23 of the SEBI Listing Regulations, inter-alia, providing a framework for governance and reporting of Related Party Transactions including material transactions and threshold limits for determining materiality.

The said Policy is also available on the website of the Company at https://www.irmenergy.com/wp-content/uploads/2022/12/ Policy-on-RPT.pdf

Certain Related Party transactions that were entered during the year under review were on arms length basis and in the ordinary course of business and in accordance with the provisions of the section 188 of the Act and rules made thereunder and SEBI Listing Regulations.

The Company has not entered into any transaction or arrangement with the related parties which could be considered as material in terms of provisions of section 188 of the Act and rules made thereunder, SEBI Listing Regulations and Policy framed by the Company on materiality of the related party Transaction.

The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is annexed to the Boards Report as Annexure - B and forms part of this report. The directors draw attention of the Members to Note no. 34 of the Standalone Financial Statements which sets out related party transaction disclosures.

DEPOSITS

The Company has not any deposits from the public falling within the preview of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rule 2014 during the year under review. There is no unclaimed or unpaid deposit lying with the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Board of Directors

The Companys Board comprises of Directors representing a blend of professionalism, knowledge and experience. The Board of Directors of the Company is led by the Non-Executive Non-Independent Chairman.

As on March 31, 2024, the Board of the Company comprises of seven Non-executive Directors, out of which three are Non-executive Independent Directors.

During the year under review, the following change took place in the Board:

a) Mrs. Geeta Goradia (DIN: 00074343), Non executive Independent Director, has resigned and ceased to be a Director of the Company w.e.f. January 06, 2024 due to pre-occupation and other personal business commitments. Following her resignation, Mrs. Geeta Goradia also ceased to be member of the Audit Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee of the Board of Directors of the Company effective from January 06, 2024.

After the year under review, Mrs. Kaushal Nakrani (DIN: 08405226) was appointed as Additional Director (Nonexecutive Independent) for a period of three years effective from June 01, 2024, by the Board of Directors at its Meeting held on May 21,2024, subject to approval of the shareholders. The Board recommends her appointment as Independent Director in the ensuing AGM. Brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of AGM.

Based on the confirmations received from the Directors, none of the Directors is disqualified from appointment under Section 164 of the Act and debarred or disqualified from being appointed or continuing as director of companies by the Securities and Exchange Board of India (SEBI)/Ministry of Corporate Affairs (MCA) or any such other statutory authority.

In the opinion of the Board, all the Directors possess the requisite qualification, expertise, and experience and are persons of high integrity and repute.

In terms of section 152 of the Companies Act, 2013 and Articles of Association of the Company, Dr. Rajiv I. Modi and Mr. Maheswar Sahu, Non-Executive Directors of the Company retire by rotation at the 9th AGM.

Dr. Rajiv I. Modi, Non-Executive Director of the Company, being eligible offers himself for re-appointment. The Board recommends the re-appointment of Dr. Rajiv I. Modi as Director and brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of AGM.

However, Mr. Maheswar Sahu, being eligible for reappointment, has expressed his unwillingness for reappointment as Director of the Company. Accordingly, he would cease to hold office as Non-executive Director of the Company at the conclusion of 9th AGM and the vacancy so created be not filled up. Consequently, he would cease to be chairman/member of respective Committees from the said date. The Board places on record its sincere appreciation for the significant contributions made by Mr. Maheswar Sahu in guiding and supporting the management during his tenure.

(b) Key Managerial Personnel

As on March 31,2024, following were the whole time Key Managerial Personnel of the Company:

1. Mr. Karan Kaushal, Chief Executive Officer,

2. Mr. Harshal Anjaria, Chief Financial Officer, and

3. Ms. Shikha Jain, Company Secretary & Compliance Officer

There has been no change in the Key Managerial Personnel during the year under review. While, after the year under review, Ms. Shikha Jain, Company Secretary and Compliance Officer of the Company (Key Managerial Personnel) has resigned w.e.f. June 21,2024 for pursuing opportunities outside the Company.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Act, the Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as specified in Section 149(6) of the Act, as amended, read with Rules framed thereunder and Regulation 16( 1 )(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director.

The Board is of the opinion that the Independent Directors possess the requisite qualifications, experience, expertise and they hold high standards of integrity.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and have also confirmed that their registration with the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs is in compliance with the requirements of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

MEETINGS OF THE BOARD OF DIRECTORS

The Board met 6 (Six) times during the Financial Year 202324. The details of meeting held and attendance of Directors are mentioned in the Corporate Governance Report which forms part of this report. The maximum interval between any two meetings did not exceed one hundred and twenty days as prescribed in the Companies Act, 2013 and SEBI Listing Regulations.

INDEPENDENT DIRECTORS MEETING

In terms of requirements of Schedule IV to the Act and Regulation 25 of the SEBI Listing Regulations a separate meeting of Independent Directors was held on March 14, 2024 without the attendance of Non-independent Directors and the members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as whole along with the performance of the Chairperson of the Company after taking into account the views of Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The meeting of the Independent Directors was attended by all the Independent Directors.

COMMITTEES OF THE BOARD

The Company has constituted several Committees of the Board which have been established as part of the best corporate governance practices and are in compliance with

the requirements of the relevant provisions of applicable laws and statutes.

The details with respect to the composition, powers, roles, terms of reference, number of meetings, etc. of the Committees held during Financial Year 2023-24 and attendance of the Members at each Committee meeting, are provided in the Corporate Governance Report which forms part of this report.

During the year, all recommendations of the Committees of the Board which were mandatorily required have been accepted by the Board.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (3)(c) and 134 (5) of the Act, in relation to financial statements of the Company for the year ended March 31,2024, the Board of Directors state that:

i. the applicable Accounting Standards have been followed in preparation of the financial statements and there are no material departures from the said standards;

ii. reasonable and prudent accounting policies have been used in preparation of the financial statements and that they have been consistently applied and that reasonable and prudent judgments and estimates have been made in respect of items not concluded by the year end, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit for the year ended on that date;

iii. proper and sufficient care has been taken for 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.

iv. the financial statements have been prepared on a going concern basis;

v. proper internal financial controls were in place and were adequate and operating effectively; and

vi. proper systems to ensure compliance with the provisions of applicable laws were in place and were adequate and operating effectively.

BOARD EVALUATION

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has adopted a formal mechanism for evaluating its performance as well as that of its committees and individual directors including chairperson of the Board.

The performance was evaluated based on the parameters such as composition and quality of Board members, the effectiveness of Board/ Committee process and functioning, the contribution of the Members, Board Culture and dynamics, fulfilment of key responsibilities, ethics and compliance etc. based on the Remuneration Policy which prescribed the evaluation criteria for performance evaluation. A structured questionnaire was prepared covering the above areas of competencies.

FAMILIARIZATION PROGRAMME

The details of the familiarization programme undertaken during the year have been provided in the Corporate Governance Report which form part of this Report.

The policy on familiarization for Independent Directors as approved by the board is uploaded on the companys website at https://www.irmenergy.com/wp-content/uploads/2022/12/ Policy-on Familiarisation-Program.pdf

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Companys policy on directors appointment and key managerial personnel remuneration and other matters provided in Section 178(3) of the Act is available on the Companys website at https://www.irmenergy.com/wp-content/uploads/2022/12/ Nomination-and-Remuneration-Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

In compliance with requirements of Section 135(1) of the Act, the Company has constituted a Corporate Social Responsibility (CSR) Committee, the brief details of which provided in the Corporate Governance Report which form part of this report and has framed a CSR Policy which is available on the website of the Company at https:// www.irmenerav.com/wp-content/uploads/2022/12/CSR-Policv.pdf

The Annual Report on the CSR activities is annexed to this report as Annexure - C, which form part of this report.

RISK MANAGEMENT FRAMEWORK

Pursuant to Section 134(3)(n) of the Act, the Company has formulated and adopted the Risk Management Policy ("The Policy").

The Policy establishes the philosophy of the Company towards risk identification, analysis and prioritization of risks, development of risk mitigation plans and reporting on the risk environment of the Company. This Policy is applicable to all the functions, departments, and geographical locations of the Company. The purpose of this Policy is to define, design and implement a risk management framework across the Company to identify, assess, manage, and monitor risks. The Risk Management Committee is responsible for reviewing the risk management framework and ensure its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the business are systematically addressed through mitigation actions on continual basis.

The risk management policy is available on the website of the Company at https://www.irmenergy.com/wp-content/ uploads/2022/12/Policv-on-Risk-Manaaement.pdf

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and investments are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide

for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

The Internal Auditors review the efficiency and effectiveness of these systems and procedures. The Internal Auditors submit their Report periodically which is placed before and reviewed by the Audit Committee.

VIGIL MECHANISM

The Company has established a robust Vigil Mechanism and adopted a Whistle Blower Policy in accordance with provisions of section 177 (9) & (10) the Act, and Regulation 22 of the SEBI Listing Regulations to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud, or violation of the Companys Code of Conduct or ethics policy.

The Policy provides for adequate safeguards against the victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the company or Chairman of the Audit Committee. The policy of the vigil mechanism is available on the Companys website at https://www.irmenergy.com/wp-content/ uploads/2022/12/Policy-for-Vigil-Mechanism.pdf

During the year under review, no complaint was received and no individual was denied access to the Audit Committee for reporting concerns if any.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has a Policy on the Prevention of Sexual Harassment at the Workplace which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 ("POSH Act"). The objective of this policy is to provide an effective complaint redressal mechanism if there is an occurrence of sexual harassment.

The Company has also set up an Internal Complaints Committee which is duly constituted in compliance with the provisions of the POSH Act. Further, the Company also conducts interactive sessions for employees, to build awareness about the policy and the provisions of POSH Act.

During the period under review, there were no complaints received by the committee.

HEALTH, SAFETY AND ENVIRONMENT POLICY

The Company has formulated Health, Safety and Environment Policy to conduct the business with a strong environmental conscience, ensuring sustainable development, safe workplaces and enrichment of the quality of life of its employees, customers and the community.

STATUTORY AUDITORS

M/s. Mukesh M. Shah & Co., Chartered Accountants (Firm Registration No.106625W), were appointed as the Statutory Auditors of the Company to hold office for the second term of five years from the conclusion of the 6th Annual General meeting till the conclusion of the 11th Annual General Meeting.

Statutory Auditors Report

The Auditors Report for the financial year 2023-24 does not contain any qualification, reservation, or adverse remark. The Auditors Report is enclosed with the financial statement in this Annual Report.

COST AUDIT REPORT

The Company had appointed M/s Dalwadi & Associates, Cost Accountants (Firm Registration No. 000338), Cost Accountants, as the cost auditor for the FY 2023-24.

The Board of Directors has on the recommendation of the Audit Committee re-appointed M/s Dalwadi & Associates, Cost Accountants (Firm Registration No. 000338), to audit the Cost Accounts of the Company for Financial Year 2024- 2025.

The remuneration proposed to be paid to the Cost Auditors is subject to the ratification by the members at the ensuing Annual General Meeting of the Company.

The company has maintained the cost accounts and records in accordance with Section 148 of the Act and Rule 8 of the Companies (Accounts) Rules, 2014.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Board had appointed M/s. M. C. Gupta & Co., Company Secretaries, as Secretarial Auditor of the Company to carry out the secretarial audit of the Company for FY 2023-24. The Company has received the Secretarial Audit Report for the financial year 2023-24 is annexed to the Boards Report as Annexure - D and forms part of this report. There were no qualifications, reservations or adverse remarks or disclaimers given by the Secretarial Auditor of the Company.

DETAILS OF FRAUD REPORTED BY AUDITORS

During the year under review, the auditors have not reported any instances of fraud committed against the Company by its officers or employees to the Audit Committee or Board under Section 143(12) of the Companies Act, 2013 and Rules made thereunder.

PARTICULARS OF EMPLOYEES

The disclosure pertaining to remuneration and other details, as required under Section 197(12) of the Companies Act, 2013 ("Act"), read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure - E.

The statement containing particulars of employees as required under Section 197 of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this report. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the said annexure which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining

a copy thereof, such Member may write to the Company in this regard.

As on March 31, 2024, the Company had 163 permanent employees on the roll of the Company and 89 employees/ workers on contractual basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Details of conservation of Energy, Technology and Absorption, Foreign Exchange Earnings and Outgo is annexed to the Boards Report as Annexure - Fand forms part of this report.

CORPORATE GOVERNANCE REPORT

The Company has complied with the corporate governance requirements under the Act and SEBI Listing Regulations. The Corporate Governance Report, in term of Regulation 34 read with Schedule V of the SEBI Listing Regulations, forms part of this Report along with the required certificate from Practicing Company Secretary regarding compliance of the conditions of corporate governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with Regulation 34 of the SEBI Listing Regulations, Managements Discussion and Analysis Report (MD&A) for the year under review, giving a detailed analysis of the Companys operations, as stipulated under Regulation 34(2)(e) of the SEBI Listing Regulations, is forming part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with Regulation 34 of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report, describing the initiative taken by the Company from an environment, social and governance prospective for the year ended March 31,2024, forms part of this report.

COMPLIANCES

The Company has complied with all the statutory requirements and framed requisite policies and procedures, in accordance with the provisions of the Companies Act, 2013 and the rules formed thereunder.

MATERIAL EVENTS

The following are the material events of the Company which have occurred between the end of the Financial Year 2023-24 and the date of this report:

1. REQUISITION RECEIVED FROM SHAREHOLDERS

After the year under review, the Company has received a Requisition Letter dated May 18, 2024, from the Cadila Pharmaceuticals Limited and IRM Trust, Promoter Shareholders of the Company (hereinafter collectively referred to as "Requisitionists"), holding an aggregate of 50.07% total paid-

up equity share capital of the Company for calling an ExtraOrdinary General Meeting ("EGM") of the shareholders of IRM Energy Limited (the Company) under Section 100 (2)(a) and other applicable provisions of the Companies Act, 2013 and the rules framed thereunder, for appointment of 03 (Three) Non-Executive Non Independent Directors and 01 (One) Non Executive Independent Director on the Board of the Company.

The Extra-Ordinary General Meeting ("EGM") upon requisition is proposed to held on July 08, 2024 through Video Conferencing (VC) or Other Audio-Visual Means (OAVM).

MATERIAL CHANGES, TRANSACTIONS AND COMMITMENTS

There has not been any material change or commitment affecting the financial position of the company which have been occurred between the end of the financial year of the company to which this financial statement relates and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

SECRETARIAL STANDARDS

During the year under review, pursuant to the section 118 (10) of the Act, the applicable Secretarial Standards i.e. SS-1 and SS-2 relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

ACKNOWLEDGEMENT

The Companys organizational culture upholds professionalism, integrity, and continuous improvement across all functions as well as efficient utilization of the Companys resources for sustainable and profitable growth.

The Board places on record its appreciation for the continued co-operation and support extended to the Company by customers, vendors, regulators, banks, financial institutions, rating agencies, stock exchanges, depositories, auditors, legal advisors, consultants and business associates with whose help, cooperation and hard work the Company is able to achieve the results.

The Board wish to place on record its sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all the levels, to ensure that the Company continues to grow and excel.

The Board acknowledges the continued trust and confidence you have reposed in the Company.

For and on behalf of the Board

	Maheswar Sahu
	Chairman
	DIN: 00034051
Date: June 26, 2024
Place: Ahmedabad