Pagaria Energy Ltd Directors Report

BOARD?S REPORT TO THE MEMBERS

Your Director?s are pleased to present the 34^th Annual Report covering the operational and financial performance of your Company along with the Audited Financial Statements for the financial year ended March 31, 2025.

FINANCIAL RESULTS

The Financial Results for the year under review are given below:

PERFORMANCE

The Total Income for the financial year under review is Rs. 18.38 Lacs against Rs. 18.74 Lacs in previous year. During the year, the Company has earned Profit after Tax of Rs.6.15 Lacs in comparison to the previous year Profit after Tax of Rs. 4.35 Lacs. The directors are hopeful for better performance in the ensuing years.

STATE OF THE COMPANY?S AFFAIRS

The Company is engaged in the business of Trading of Coal. There has been no Change in the nature of the business of the Company during the financial year ended on 31st March, 2025.

DIVIDEND

In order to strengthen the financial position of the company the Board of Directors have decided not to recommend any dividend for the Financial Year ended 31^st March, 2025 and plough back the profits of the company in its business.

TRANSFER TO RESERVE

The company does not propose to transfer any amount to reserve.

WEBSITE OF THE COMPANY

The Company maintains a website www.pagariaenergy.com

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the articles of the Company and the provisions of the Companies Act, 2013, Mr. Bijay Bhagat, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment on the Board of your Company. Your directors recommend his reappointment.

Based on the recommendation of the Nomination & Remuneration Committee, the Board has appointed Mr. Arpan Singha Roy (DIN: 10983936), as an additional Director of the Company w.e.f. 10^th May, 2025. Further, he was also designated as the Managing Director of the Company by the Board in its meeting held on 15^th July, 2025 subject to approval of the shareholders in the ensuing Annual General Meeting of the Company.

The Board also appointed Mr. Sukumar Sarkar (DIN: 10983937), as a Non-Executive Independent Director of the Company for a period of 5 years, w.e.f. 10^th May, 2025 till 10^th May, 2030 subject to approval of the shareholders in the ensuing Annual General Meeting of the Company.

The Board has also appointed Mr. Bijay Bhagat (DIN: 11193298), as a Non-Executive Director of the Company w.e.f. 15^th July, 2025 subject to approval of the shareholders in the ensuing Annual General Meeting of the Company. Appropriate resolutions seeking the re-appointment of directors and requisite details as per Section 102 of the Companies Act, 2013 is appearing in the Notice convening the ensuing Annual General Meeting of the Company. The Board recommends the same for your approval.

Mr. Dibbyendu Jana has resigned from the Board of the Company w.e.f. 10^th May, 2025.

Mr. Hanumanmal Bengani has also resigned from the post of the Managing Director of the Company w.e.f. 15^th July, 2025. Mr. Kartik Sarkar has also resigned from the Board of the Company w.e.f. 15^th July, 2025.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors duly met 4 times during financial year 2024-25. The date on which meetings were held are as follows: 29^th May,2024; 12^th August 2024; 11^th November, 2024; and 13^th February, 2025.

AUDIT COMMITTEE

The Composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

INDEPENDENT DIRECTOR?S DECLARATION

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and the Regulation 25 of the SEBI (LODR) Regulations, 2015. The declarations were noted by the Board at its meeting held on 30 May, 2025. The Independent Directors of your Company have confirmed that they are independent of management and are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgement and without any external influence. They have also confirmed that they are not debarred to hold the office of Independent Director pursuant to any order of SEBI or any other authority. Necessary confirmations were also taken from the afore-mentioned Independent Directors in compliance with Rule 6 Sub Rule 3 of the Companies (Appointment and Qualification of Directors) Amendment Rules, 2014 as amended thereto.

ANNUAL EVALUATION OF BOARD?S PERFORMANCE

The Company has devised a formal process for annual evaluation of performance of the Board, its Committees and Individual Directors ("Performance Evaluation") which include criteria for performance evaluation of non-executive directors and executive directors as laid down by the Nomination and Remuneration Committee and the Board of Directors of the Company.

The evaluation of the Board, its Chairman, individual directors, and Committees of the Board was undertaken in compliance with the provisions of Section 134(3)(p) of the Companies Act, 2013 read with SEBI (LODR), Regulations 2015.

According to Regulation 25(3) of SEBI (LODR) Regulations, 2015 and Schedule IV of the Companies Act, 2013, a meeting of the Independent Directors was held on 20^th December, 2024, to review the performance of the Non- Independent Directors, Chairman and the Board as a whole.

In the Board meeting held dated, 30^th May, 2025, the performance of the Board, its committees and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

LISTING OF SHARES

Your Company is listed with Delhi Stock Exchange and Bombay Stock Exchange. The Company is regular to pay the listing fees.

SUBSIDIARY/ASSOCIATES/JOINT VENTURE COMPANIES

The Company does not have any subsidiary/associate/joint venture company for the year ended 31^st March, 2025.

STATUTORY AUDITORS

The Statutory Auditors of the Company M/s Manish Mahavir & Co., Chartered Accountants (Firm Registration No. 324355E) was appointed in the 32^nd Annual General Meeting (AGM) held on 29^th September, 2023 for a term of five consecutive years from the conclusion of the 32^nd Annual General Meeting till the conclusion of the 37^th Annual General Meeting as per the provisions of Section 139 of the Companies Act.

The observations of the Auditors as referred to in the Auditor?s Report are suitably explained in the notes to the account.

SECRETARIAL AUDITOR

The Board of Directors of the Company had appointed M/s. M R & Associates, a firm of Company Secretaries pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for undertaking the secretarial audit of the company for the financial year ended 2024-25. The Secretarial Audit Report in Form MR-3 given by the Secretarial Auditor is given in Annexure I which forms a part of this report.

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in accordance with the relevant accounting principles and complies with the accounting standards issued by the Institute of Chartered Accountants of India.

CORPORATE GOVERNANCE

In accordance with the SEBI (LODR) Regulation, 2015, the Corporate Governance Report and Auditor?s Certificate regarding compliance of conditions of Corporate Governance is annexed h e r e t o .

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company is committed to provide and promote safe, healthy, and congenial atmosphere irrespective of gender, caste, creed, or social class of the employees. No cases have been filed under the Act as the Company is keeping the working environment healthy.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2 0 1 3, the Board of Directors of the Company hereby state and confirm that

I. In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures.

II. The directors have selected such accounting policies and applied then consistently and made judgments and estimates that are reasonable and prudent, to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2025 and of the Profit of the Company for the year ended on that date.

III. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of those Acts for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. The annual accounts have prepared on a going concern basis.

V. 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

VI. 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.

PUBLIC DEPOSITS

During the year, your Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the rule made there under.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans, guarantees or made any investments exceeding sixty per cent of its paid-up share capital, and free reserves including Securities Premium Account or one hundred per cent of its free reserves including securities premium Account, which is more, as prescribed in Section 186 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

RELATED PARTY TRANSACTIONS

During the financial year ended 31st March, 2025, the Company has not entered in to any transactions with the related party in accordance with section 188 of the Companies Act, 2013. Therefore, the requirement of disclosure is not required to be made to the related party transaction in Form AOC-2.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under section 134 of the Companies Act, 2013.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

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

As required under Section 134(3) (m) of the Companies Act, 2013, read with rules made there under, the information relating Conservation of Energy Technology Absorption and Foreign Exchange Earning & Outgo is given in Annexure II. This forms a part of this Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company?s operations in future.

MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013.

The Company is not required to maintain any cost records as specified by the Central Government under sub-section (1) of section 148 of Companies Act, 2013.

ACKNOWLEDGEMENT

Your directors would like to place on record their appreciation for the assistance, co-operation and whole-hearted support received from Companys bankers, advisors, customers, and investors and all, whose continued support has been a source of strength to the Company. Your directors place on records their appreciation for the valuable contribution made by employees at all levels.