SEPC Ltd Directors Report

During the financial year ended March 31,2025, the company had recorded a total income of Rs. 64,601.67 lacs as against Rs 60,655.92 lacs in the previous year on a standalone basis. Profit was at Rs. 2,514.57 lacs as against a 2267.13lacs during the corresponding period.

Your Directors are pleased to state that during the year this year, Company had have received a Letter of Award from Parmeshi Urja Limited, Kolkata for EPC of 133 MW AC Solar Power Project at 26 locations in Maharashtra India for a consideration of Rs.650 Crores.

Pursuant to the requirement of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted Business Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report.

The Company has a robust Business Risk Management (BRM) framework to identify, evaluate, treat and Report business risks. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as well as business segments and its mitigation plans.

The business risks identified by the Company and its mitigation plans are as under:

In the context of the projects being executed, the Company reviews the risks associated with a project in all the following aspects, but not restricted to:

Client related details such as financial closure of the project, credit worthiness and reputation of the client before even signing of the contract.

Estimation risk like price and quantity variances, contingency provision, forex fluctuation on a periodic basis.

Commercial risks like taxes and duties, payment terms, bank guarantee requirements

Organizational risks like availability of technical and managerial resources, gap funding needs, consortium partners roles and responsibilities.

Performance risk like achievability of guarantee parameters, time schedule, warranty and defect liability obligations.

Interfacing risks like coordination with multiple agencies for approvals and clearance

Geographic risks like unfavorable weather conditions, earth quake floods etc.

The above key risks are closely tracked for timely mitigation. Competition Risks:

The Infrastructure Industry is intensely competitive. To mitigate this risk, the company is leveraging on its expertise, experience to increase market share, enhance brand equity / visibility and enlarge product portfolio and service offerings.

Safety of employees and workers is of utmost importance to the company. To reinforce the safety culture in the company, it

has identified occupational health & safety as one of its focus areas. Various training programmes have been conducted at the sites such as behaviour based safety training program, visible safety leadership program, logistics safety program etc.

The businesses of the Company are exposed to fluctuations in foreign exchange rates and commodity prices. Additionally, it has exposures to foreign currency denominated financial assets and liabilities. The businessrelated financial risks, especially involving commodity prices, by and large, are managed contractually through price variation clauses, while the foreign exchange rate risks and residual commodity price risks are managed by treasury products. Financial risk management is governed by the Risk Management framework and policy approved by the Audit Committee and authorised by the Board. Financial risks in each business portfolio are measured and managed by corporate treasury. Despite currency weakness and elevated financial market volatility, the Companys robust financial risk management processes ensured financial costs remain under control.

Your Company operates in the turnkey contracts business. The turnkey contracts business covers engineering, procurement and construction projects. Major areas of operation include Municipal services projects like water and wastewater treatment plants and infrastructure, Roads, Metallurgical and process plant projects.

Your Company is diversifying into power plant operations, international infrastructure, and largescale solar EPC highlight the breadth of our capabilities and our ability to deliver diverse, highvalue projects.

The Company currently operates internationally through the following subsidiaries;

The Company has a Policy on Identification of Material Subsidiaries, formulated pursuant to Regulation 16C of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company does not have any material subsidiary as on the date of this Report.

During May 2025, SEPC FZE has been awarded a contract by Lauren Engineers & Constructors INC for the construction, supply and installation of four units of 45,000 litter capacity steel tanks for a total consideration of USD 8.9 Million (Equivalent to Rs.76 Crores (Approx.)) The subsidiary is also looking for new projects based on this qualification in GCC Countries.

With the completion of the MISCO project, the Companys stepdown subsidiary Shriram EPC Arkan LLC (70 % subsidiary of SEPC FZE Sharjah) has downsized its operations while looking for further opportunities in the region.

During the financial year 202223, your company has incorporated SEPC Arabia Limited Company, a wholly owned subsidiary, in Kingdom of Saudi Arabia (KSA). The company does not have any associate or joint venture and during the year under review, there is no change in the status of the existing subsidiaries.

The salient features of the subsidiaries in Form AOC1 are enclosed as Annexure1.

The Dividend Distribution Policy in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is placed on the Companys website at https://www.sepc.in/pdf/DividendDistributionPolicy.pdf

During the Financial year, Rs. 0 is transferred to the Reserves of the company and since the Company has profit, the Board has decided not to recommend a Dividend.

The authorized and paidup capital of your Company is Rs.2250 Crores and Rs.1563.66 Crores respectively.

The shareholding pattern as on March 31,2025 is as under:

The Board of Directors at their meeting dated November 28, 2024 has considered and approved the allotment of 2,64,98,317 equity shares of the Company pursuant to the conversion of Compulsorily Convertible Debentures issued to the Lenders of the Company pursuant to RBI Prudential Framework for Resolution of Stressed Assets, 2019. The Listing & Trading approval from the Stock Exchanges BSE and NSE. for the Equities allotted consequent to Conversion were received on 3^rd & 4^th July and 11^th July 2025 respectively.

During the year, the Rights Issue Committee of the Board of Directors approved raising funds for the Company by way of issue of securities (the "Issue") to the existing equity shareholders of the Company on a rights basis aggregating up to Rs. 350 Crores pursuant to the umbrella approval granted by the Board of Directors at their meeting dated November 14,

2024, for raising funds of an amount not exceeding Rupees Three hundred and Fifty Crores. Subsequently on RIC meeting dated May 13, 2025, the Rights Issue committee of the Board of Directors decided to Issue 11 (Eleven) Rights Equity Shares for every 50 (Fifty) fully paid equity shares aggregating to 35,00,00,000 Partly paid up equity shares (the "Issue") of face value of 10 each for cash at a price of 10/ (including a share premium of Rs. 0/) per equity share ("Rights Equity Shares") on a rights basis to the Eligible Equity Shareholders of the Company as on the record date of May 23, 2025. The Equity Share Capital after the Issue includes the full value of the Rights Equity Shares allotted in the Issue. However, the Eligible Equity Shareholders had paid Rs.5/ being 50% of the Issue Price at the time of payment of Application Money and 50% of the Issue Price shall be paid on or before the date of First and Final Call.

The Issue was opened for the Eligible Equity Shareholders from Monday, June 09, 2025 to Monday, June 23, 2025 and the basis of allotment was approved by BSE Limited on June 27, 2025, being the designated Stock Exchange. The Rights Issue committee of the Board allotted 35,00,00,000 equity shares on June 27, 2025,to the Shareholders of the Company as on the record date fixed for the purpose of Rights Issue and further obtained the Trading approvals from BSE Limited and National Stock Exchange of India Limited on July 11,2025.

The Company has not accepted any Deposits covered under Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

There are no significant material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 is given in the notes to the Financial Statements.

All transactions with related parties were on arms length basis and in the ordinary course of business. There was no material related party contract during the year. Form AOC2 as required under Section 134 (3) (h) of the Act is enclosed to this report.

There is no change in the nature of business of the company, during the financial year 202425

In addition to the Internal Controls on Operations, the Board has laid emphasis on adequate internal financial controls to ensure that the financial affairs of the Company are carried out with due diligence. The company has an internal control system commensurate with the size, scale and complexity of its operations whose efficacy is periodically reviewed by the Internal Audit function of the Company. The Scope and authority of the internal audit function along with the Internal Audit Plan is defined and reviewed by the Audit Committee of the company. The Internal Audit reports were placed on a quarterly basis before the Audit Committee as well as the Board for its scrutiny and remedial measures. Apart from Internal Audit function which scrutinizes all the financial transactions and operating systems, there are also processes laid down, leading to CFO/CEO certification to Board on the adequacy of Internal Financial Controls as well as internal controls over financial reporting.

Mr. Venkataramani Jaiganesh (hereinafter referred to as VJaiganesh) was appointed as an Additional Director (Executive) designated as the Whole Time Director subject to the approval of the Shareholders at the ensuing Annual General Meeting and approval of the Central Government.

Mr. V Jaiganesh was designated as a Key Managerial Person as approved by the Board of Directors at their meeting held on 14082025

Mr. Abdulla Mohammad Ibrahim Hassan Abdulla (DIN: 09436100) retires by rotation pursuant to Section 152(6) of the Companies Act, 2013 and Article 17.26 of the Articles of Association of the Company at the forthcoming Annual General Meeting and being eligible offers himself for reappointment. In terms of Secretarial Standards on General Meetings (SS2), the necessary resolution for the reappointment of Mr. Abdulla Mohammad Ibrahim Hassan Abdulla (DIN: 09436100) as a Director of the Company is included in the Notice sent along with the annual report.

As per the provisions of Section 134(3) (p) of the Companies Act, 2013 and Regulation 17 (10) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board at its meeting dated May 29, 2025 has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Risk Management Committee and Stakeholders Relationship Committee. Performance evaluation of independent directors

was done by the entire board, excluding the independent director being evaluated. Further, in compliance with Regulation 25 (3) & (4), Independent Directors at their separate meeting dated 13.02.2025, without the presence of other nonindependent directors and members of the management, have evaluated the performance of nonindependent directors individually and of the Board as a whole as well as the chairpersons performance. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company. The Board was with the opinion that the independent directors appointed possessed the integrity, expertise and experience (including the proficiency). The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The details of familiarization programmes for Independent Directors of the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the following link: http://www.sepc.in/pdf/PolicyonFamiliarisationProgramme.pdf

The Company has received declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (Act) read along with Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming compliance with the criteria of Independence laid down in Section 149(6) of the Act read along with Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

During the period under review, the Independent directors of the company met on February 13, 2025 without the presence of nonindependent directors and members of the Management to evaluate the performance of NonIndependent Directors and the Board as a whole.

In terms of Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations, Independent Directors of the Company are required to hold at least one Meeting in a financial year without the attendance of NonIndependent Directors and Members of Management

During the year under review, Independent Directors met separately on 13.02.2025

Pursuant to Section 178(3) of the Companies Act, 2013, the Board on the recommendation of the Nomination & Remuneration Committee approved a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The details of the Remuneration Policy are stated in the Corporate Governance Report.

During the year 202425, Five (5) meetings of the Board of Directors, were held on May 28, 2024, August 14, 2024, November 14, 2024, November 28, 2024 and February 13, 2025.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In terms of Section 134(5) of the Companies Act, 2013, the Directors of the Company state:

a. t hat in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b. that the directors had 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 as at March 31, 2025 and of the profit and loss of the Company for the year ended on that date.

c. that the directors had 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. that the directors had prepared the annual accounts on a going concern basis;

e. that the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f. that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the company with promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the company at large. None of the Directors had any pecuniary relationships or transactions visavis the Company other than sitting fees and reimbursement of expenses incurred, if any, for attending the Board meetings.

All related party transactions are placed before the audit committee for review and approval as per terms of the Policy for dealing with related parties. Prior omnibus approval of the audit committee is obtained for the transactions which are of a foreseen and repetitive nature. The policy on related party transactions as approved by the board is uploaded on the companys website at the following link: https://www.sepc.in/ pdf/RPT%20Policy17225.pdf

Form AOC2 in the specified format is enclosed as Annexure II.

The explanations/comments made by the Board relating to qualifications, reservations or adverse remarks made by the Statutory Auditors and the Secretarial Auditor in their respective reports are furnished below:

i. The carrying value of Deferred Tax Asset (DTA) as on March 31, 2025, include an amount of Rs. 29,548.46 Lakhs (March 31, 2024 Rs.30,870.91 lakhs), which was recognized on carried forward business losses of Rs. 84,559.48 Lakhs (March 31, 2024 Rs.88,343.94 lakhs). Due to nonavailability of sufficient appropriate audit evidence to corroborate managements assessment that sufficient taxable profits will be available in the future against which such carried forward business losses can be utilised as required by Ind AS 12: "Income taxes", we are unable to comment on adjustments, if any, that may be required to the carrying value of the aforesaid DTA as on March 31,2025.

ii. NonCurrent Contract Assets include overdue balances of Rs.6,959.44 Lakhs as on March 31, 2025 (March 31, 2024 Rs.6,959.44 Lakhs) [net of provisions amounting to Rs.926.98. Lakhs (March 31,2024 Rs.926.98 lakhs)] and NonCurrent Trade Receivables include overdue balances

Rs.495.18 Lakhs as on March 31, 2025 (March 31, 2024 Rs.495.18 lakhs) [net of provisions amounting to Rs. 82.99 Lakhs (March 31,2024: Rs.82.99 lakhs)], relating to dues on projects which have been stalled due to delays in obtaining approvals from the regulatory authorities. Due to the nonavailability of sufficient appropriate audit evidence to corroborate managements assessment of the recoverability of the said balances on these projects, we are unable to comment on the carrying value of these non current Contract Assets and noncurrent Trade Receivables and the consequential impact if any, on the Standalone financial statements of the Company for the year ended March 31, 2025. (Refer Note 8.1 and 11.1 of the Standalone financial statements).

The Company has business losses which are allowed to be carried forward and set off against available future taxable profits under the Income Tax Act, 1961, in respect of which the Company has created Deferred Tax Assets ("DTA"). The Company has recognised DTA on the carry forward unabsorbed business losses only to the extent of Rs.84,559.48 lakhs (March 31, 2024: Rs.88,343.94 lakhs) out of the total carry forward unabsorbed business losses of Rs.92,648.02 lakhs that was available as at March 31, 2025 (March 31, 2024 Rs.1,04,486.51 lakhs). The DTA amount recognised by the Company on these carry forward unabsorbed business losses amounts to Rs. 29,548.46 lakhs as at March 31, 2025 (March 31,2024 Rs.30,870.91 lakhs). Considering the potential order book as on date, the current projects in the pipeline and a positive future outlook for the Company, the management of the Company is confident of generating sufficient taxable profits in the future and adjust them against these unabsorbed business losses, and accordingly, the DTA as on March 31, 2025,can be utilised before the expiry of the period for which this benefit is available.

NonCurrent Contract Assets include overdue balances of Rs. 6,959.44 lakhs as at March 31, 2025 (March 31, 2024 Rs. 6,959.44 lakhs), which are net of provisions of Rs. 926.98 lakhs as at March 31, 2025 (March 31, 2024: Rs 926.98 lakhs).The above amount pertain to projects which have been stalled due to delays in obtaining approvals from the regulatory authorities. One of the customers in the said projects is undergoing liquidation process, in respect of which the Company is confident of recovering the dues based on the realisability of the assets available with the said customer. Further, considering the ongoing negotiations with the customers, the management of the Company is confident of recovering both these dues in full.

The Secretarial Auditors Report for the year 20242025 does not contain any qualification, reservation or adverse remarks in their report. The Secretarial Auditors Report is enclosed as Annexure to the Boards report.

There have been material changes in the financial position of the company between the end of the financial year and the date of this report. The Board of Directors of the company at their meeting dated November 14, 2024 has approved issuance of equity shares to the existing equity shareholders on rights basis for an amount not exceeding Rs 35,000 Lakhs. In relation to the same, the following is a summary of the changes:

a) Rights Issue Committee at its meeting dated May 13, 2025, has fixed the issue size to be up to Rs 35,000 Lakhs of Partly Paid up Equity shares (Rs.5/ payable with Application and Rs.5/ payable on First and Final call) Lakhs.

b) The aforesaid Rights Issue was opened for the Eligible Equity Shareholders from Friday, Monday June 09, 2025 to Monday June 23, 2025.

c) The basis of the allotment was approved by BSE Limited on June 27, 2025, being the designated Stock Exchange.

d) The Rights Issue committee of the Board at its meeting dated June 27, 2025 allotted 35,00,00,000 Rights equity shares to the Shareholders of the Company as on the record date fixed for the purpose of Rights Issue.

e) The Trading approvals from both BSE Limited and National Stock Exchange of India Limited on July 11, 2025 for the aforesaid Rights Issue.

Pursuant to Section 177 of the Companies Act, 2013, during the year, the Audit Committee was not reconstituted by the Board of Directors and the Committee has the following members:

The Board has accepted the recommendations of the Audit Committee and there were no incidences of deviation from such recommendations during the financial year under review.

During the year, the Audit Committee had met Seven (07) times on 15^th April, 2024, 28^th May, 2024, 10^th June, 2024, 19^th June, 2024, 14^th August, 2024, 14^th November 2024 and 13^th February, 2025

Pursuant to Section 178 of the Companies Act, 2013, during the year, the Committee was not reconstituted by the Board of Directors and the Committee has the following members.

During the year, two meetings of the Nomination and Remuneration Committee were held on 28^th May, 2024 and 14^th August, 2024. The said committee has been empowered and authorized to exercise powers as entrusted under the provisions of Section 178 of the Companies Act, 2013. The Company had laid out the policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub section 3 of Section 178 of the Companies Act, 2013. Policy on Criteria for Board Nomination and Remuneration is available on the website of the Company under the link http://www.sepc.in/pdf/CriteriaforBoard Nomination.pdf.

Pursuant to Sections 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a Vigil Mechanism through a Whistle Blower Policy. The details about the whistle blower policy are provided in the Corporate Governance Report and also posted on the Companys website.

The Company is carrying accumulated losses for the last 11 years. However, the Corporate Social Responsibility Committee was formed based on the net worth of the Company as per the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Policy on Corporate Social Responsibility is available in the website of the Company under the link: https://www.sepc.in/ pdf/PolicyonCorporateSocialResponsibilityNew.pdf

Pursuant to Section 135(9) of the Companies Act, 2013, the constitution of the CSR committee is not applicable and accordingly w.e.f. 27122022 Corporate Social Responsibility Committee so formed, was dispensed.

M/s. MSKA & Associates, Chartered Accountants (Regn. No. 105047W) had been appointed as Statutory Auditors of the Company as per Section 139 of the Companies Act, 2013 for a period of 5 years from the conclusion of Seventeenth Annual General Meeting till the conclusion of Twentysecond Annual General Meeting, by the members at the Annual General Meeting held on August 24, 2017.

Further, the members at the Annual General Meeting held on September 19, 2022 reappointed M/s. MSKA & Associates, Chartered Accountants as the statutory auditors of the Company, for a second term of five consecutive years, from the conclusion of the Twentysecond Annual General Meeting till the conclusion of the Twentyseventh Annual General Meeting to be held in the year 2027.

Pursuant to Section 148 of the Companies Act, 2013 (Act) read with Companies (Cost Records and Audit) Rules, 2014, (Rules) the Company is required to maintain cost accounting records. Further, the cost accounting records maintained by the Company are required to be audited. M/s GSVK & Co., Cost Accountants (Registration No. of the Firm is 002371) was appointed as Cost Auditor of the company for the financial year 202425 to conduct the audit of the Cost Records maintained by the company pursuant to the Act, on recommendation of the Audit Committee, for a remuneration of Rs. 60000/ plus applicable taxes and payment of such out of pocket expenses as approved by the Board of Directors of the Company. In terms of the Act and Rule 14 of Companies (Audit and Auditors) Rules, 2014 the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their ratification.

Accordingly, a resolution seeking members ratification for the remuneration payable to M/s GSVK & Co., Cost Accountants is included at Item No. 3 of the notice convening the Annual General Meeting.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed Alagar & Associates LLP, Chennai, Company Secreataries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is forming part of this Annual Report.

The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Management Discussion and Analysis Report, highlighting the industry structure, financial and operating performance is attached and forms part of this report.

All material information was circulated to the directors before the meeting or placed at the meeting, including minimum information required to be made available to the Board as prescribed under Part A of Schedule II and SubRegulation 7 of Regulation 17 of the Listing Regulations. In terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Report on Corporate Governance along with a Certificate from the Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under Part E of Schedule V of the Listing Regulations is attached to this report.

A separate section on Business Responsibility and Sustainability Report forms part of this report.

The Company has in place an AntiSexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

The following is the summary of sexual harassment complaints during the year 202425.

No. of complaints received Nil

No. of complaints disposed off Not Applicable

Number of cases pending for more than ninety (90) days NIL

There was no instance of fraud during the year under review, which required the Statutory Auditors to report under Section 143(12) of the Act and the Rules made thereunder.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo

stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, is given below:

(i) Conservation of Energy:

a) The Company is making all efforts to conserve energy. It also takes appropriate steps to reduce the consumption through efficiency in usage and timely maintenance / upgradation of energy saving devices.

(ii) Technology Absorption:

a) The Company uses latest technology and equipments in its business. Further the Company is not engaged in any manufacturing activity.

Foreign exchange earned during the year in terms of actual inflows was Nil whereas Foreign exchange outgo during the year in terms of actual outflows was Rs. 208.12 Lakhs.

The Company had declared Dividend up to the year 201112 and all unclaimed / Unpaid Amounts and the underlying shares have already been transferred to IEPF Authorities.

The details forming part of the Annual Return in the prescribed form MGT 7 as per Section 92(3) of the Companies Act, 2013 is uploaded on the website of the Company at http://www.sepc.in/CompaniesActandSEBICompliances.aspx.

The ratio of remuneration of each Director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is provided in the Corporate Governance Report as part of this Annual Report.

None of the Auditors of the Company have reported any fraud as specified under second proviso of Section 143(12) of the Companies Act 2013 (including any statutory modification (s) or reenactment(s) thereof for the time being in force.

The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/ Directors: and The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

The Consolidated Financial Statements of the Company prepared in accordance with Section 129(3) of the Companies Act, 2013 and relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report. Further, a statement containing the salient features of the financial statement of the subsidiary in the prescribed format AOC 1 is appended to the Directors Report. The statement also provides the details of performance and financial position of the subsidiary.

No application under the Insolvency and Bankruptcy Code, 2016 (IBC) was made on the Company during the year. Further, no proceeding under the IBC was initiated or is pending as at 31^st March, 2025. There was no instance of one time settlement with any Bank or Financial Institution.

The Directors wish to thank the bankers for their continued assistance and support. The Directors also wish to thank the Shareholders of the company for their continued support even during these testing period. Further, the Directors also wish to thank the customers and suppliers for their continued cooperation and support. The Directors further wishes to place on record their appreciation to all employees at all levels for their commitment and their contribution.

For and on behalf of the Board

14082025 (DIN.09436100)

Chennai Chairman