SER Industries Ltd Directors Report

To

The Members:

Your directors present their Report on the workings of the Company together with the Audited Financial Statements for the financial year ended 31^st March 2025.

1. Financial Results:

Particulars	Amount in INR	Amount in INR
	(Rs. In Hundreds)	(Rs. In Hundreds)
	31.03.2025	31.03.2024
Total Income	49,369	3,070
Total Expenses	86,084	14,818
Profit (Loss) before Exceptional Extraordinary items and Tax	(36,715)	(11,748)
Less: Exceptional Items	-	-
Less: Extraordinary Items	-	-
Profit before Tax	(36,715)	(11,748)
Less: Current Tax	-	-
Deferred Tax	(2,111)	(317)
Profit / (Loss) After Tax for the period	(38,826)	(12,065)
Other Comprehensive Income	13	(360)
Total Comprehensive Income for the period	(38,813)	(12,425)

2. Financial Performance and State of Companys Affairs:

Your company during this Financial Year under review earned revenue of ? 49.36 Lakhs as against ? 3.07 Lacs over the previous year. The company incurred a loss of ^38.813 Lacs for this year as against ^12.425 Lacs in the previous year.

During the year, Mr. Sunil Kumar Shahi acquired a controlling stake (55.30%) in SER Industries Limited for ^1,91,52,525.00/- (Rupees One Crore Ninety-One Lakhs Fifty-Two Thousand Five Hundred Twenty-Five Only) and simultaneously announced an open offer to acquire up to 26% of the public shareholding at ? 35 per share, in compliance with SEBI (SAST) Regulations, 2011.

This strategic acquisition is expected to strengthen the operational capabilities, expand business opportunities, and enhance corporate governance standards of the Company. The move shall provide a more stable growth platform and is envisaged to benefit investors in the long run through value creation, improved transparency, and better alignment with market practices.

3. Change in nature of business, if any:

During the year under review, there have been no changes in nature of business of the Company.

4. Fixed Deposits:

During the period under review the Company has not accepted any fixed deposit from the public. There are no deposits due for repayment after maturity.

5. BOARD OF DIRECTORS:

Boards Composition as on 31^st March 2025:

Name of the Director	Designation
Mr. Narendra Goel	Whole time Director
Ms. Savita Goel	Director
Mr. Arvind Khot	Director
Mr. Jayant Dolatrai Mitra	Independent Director
Mr. Mahesh Dharma Doifode	Independent Director

Boards Composition as on the date of this report:

Name of the Director	Designation
Mr. Narendra Goel	Whole time Director
Mr. Arvind Khot	Director
Mr. Om Narayan Singh	Independent Director,
	Additional Director
Ms. Aarti Jeetendra Juneja	Independent Director, Additional Director
Mr. Anil Kumar	Additional Director
Mr. Sunil Kumar Shahi	Additional Director

Appointment / Re-appointment of Directors:

During the year, the following changes took place in the composition of Board of Directors and Key Managerial Personals:

- Mr. Narendra Goel (DIN: 00327187), Wholetime Director of the Company who was retired by rotation had been reappointed as director by the shareholders in the 61^st Annual general Meeting held during the year.

Further, Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Arvind Khot (DIN: 06732061), will retire by rotation at the 62^nd AGM and being eligible, has offered himself for re-appointment.

Changes in the Board subsequent to financial year ended March 31, 2025:

Post closure of the financial year, following changes occurred in the constitution of the Board of Directors of the Company.

Appointments:

- Mr. Om Narayan Singh (DIN: 10320343) and Ms. Aarti Jeetendra Juneja (DIN: 06872059) were appointed as Independent Directors, Additional Directors for term of five consecutive years by the Board of Directors on 16^th May 2025. Pursuant to provisions of Sections 149, 152 of the Companies Act, 2013, and the Rules made thereunder, read with Schedule IV to the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Mr. Om Narayan Singh (DIN: 10320343) and Ms. Aarti Jeetendra Juneja (DIN: 06872059) were eligible to get regularized as Independent Directors of the Company. Accordingly, the Board recommends their appointment as an Independent Directors of the Company in the ensuing Annual general Meeting (AGM) with effect from May 16^th 2025 up to May 15^th, 2030.

- Mr. Anil Kumar (11104563) and Mr. Sunil Kumar Shahi (DIN: 01887403) were appointed as an additional director by the Board of Directors on July 08^th 2025 to hold the office upto the ensuing annual general meeting of the Company. Accordingly, their term would expire in the upcoming AGM and are eligible for appointment as Directors of the Company. The Board recommends their appointment as Directors of the Company to the shareholders in the ensuing AGM.

Cessations:

- Mr. Jayant Dolatrai Mitra (DIN: 00801211) an Independent Director resigned from his position with effect from May 16^th 2025.

- Mr. Mahesh Dharma Doifode (DIN: 08518066) an Independent Director resigned from his position with effect from July 08^th 2025.

- Ms. Savita Goel (DIN: 00425266) a Director of the Company resigned from her position with effect from July 08^th 2025.

- The Board places on record its sincere appreciation to the outgoing directors for their leadership, guidance and invaluable contributions made over the years.

Declarations by Independent Directors:

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfill the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and Companys Code of Conduct for Directors and Senior Management Personnel.

The Independent Directors of the Company have confirmed that they have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Apart from the above cited there were no other changes in the constitution of the Board of Directors of the Company during the financial year.

6. KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 2(51) and Section 203 of the Act read with Rules framed thereunder, the following are the Key Managerial Personnel of the Company as on March 31, 2025:

Name of the KMP	Designation
Mr. Sanjay Bihari Pal	Chief Financial Officer
Mr. Ronak Jain	Company Secretary & Compliance Officer

7. Material Changes and Commitment if any affecting the financial position of the Company occurred between the end of the financial year to which this Financial Statements relate and the date of the report:

The Board confirms that there have been no material changes and commitments affecting the financial position of the Company between the end of the financial year under review and the date of this Report, except as stated below:

Pursuant to the SPA, the Acquirer has agreed to acquire 5,47,215 fully paid-up equity shares, representing 55.30% of the Voting Share Capital of the Company, from the Selling Promoter Shareholders at a negotiated price of ^35.00/- per Sale Share, aggregating to a total consideration of ^1,91,52,525.00/- (Rupees One Crore Ninety-One Lakhs Fifty-Two Thousand Five Hundred Twenty-Five Only).

Consequent to the execution of the SPA and in compliance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the Acquirer has also made a Public Announcement of an Open Offer to acquire up to 2,57,400 equity shares, representing 26.00% of the Voting Share Capital of the Company, from the public shareholders at a price of ^35.00/- per equity share, aggregating to a maximum consideration of ^90,05,000.00/- (Rupees Ninety Lakhs Five Thousand Only), payable in cash, in accordance with the terms and conditions of the SEBI (SAST) Regulations, 2011.

8. Number of board meetings conducted during the year:

The Board of Directors met Four times during the financial year under review on 28^th May 2024, 30^th July 2024, 30^th October 2024 and 31^st January 2025.

9. Committees of the Board:

Your Companys Board has the following committees:

a. Audit Committee;

b. Nomination and Remuneration Committee; and

c. Stakeholders Relationship Committee.

Details of terms of reference of the Committees and attendance of Directors at meetings of the Committees are provided in the Corporate Governance report attached to this Annual Report.

10. Statement concerning Development and implementation of Risk Management Policy of the company:

The Company has developed and adopted a Risk Management Policy. This policy identifies all perceived risks which might impact the operations and on a more serious level and also threaten the existence of the Company. Risks are assessed department wise such as financial risks, information technology related risks, legal risks, accounting fraud etc. The Risk Management team assists the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and external environment risks. The team also ensures that the Company is taking appropriate measures to achieve prudent balance between risk and reward in both ongoing and new business activities.

11. Particulars of loans guarantees or investments made under section 186 of the Companies act, 2013:

Details of Loans, guarantees and investments covered under section 186 of the Companies Act, 2013 forms the part of the Notes to the financial statements provided, wherever applicable.

12. Particulars of contracts or arrangements made with related parties:

During the financial year, the Company has entered into transactions under Section 188 of the Companies Act, 2013 with related parties as defined under Section 2 (76) of the Companies Act. The necessary details of transaction entered with the related parties in Form AOC-2 is annexed to this report as Annexure-1.

13. Explanation or Comments on qualifications, reservations or adverse remarks or disclaimers made by the Audit Report and the Secretarial Audit Report :

There was no qualification, reservation or adverse remark made by the statutory Auditors.

There are a few qualifications made by the secretarial auditor in his report. The same has been reproduced here below with Boards Response.

1. Mr. Jayant Dolatrai Mitra, who is the independent director in the company as at the end of the financial year under consideration, is a director of several other companies which has not filed its Annual Returns and the financial statements from the past several years. However, as per the MCA portal, his DIN status is being shown as "Approved". Hence, we shall not comment on the disqualification aspect as per Sec. 164 (2)(a) of the Companies Act, 2013. Further, he has resigned from the directorship of the Company post closure of the financial year with effect from 16^th May 2025.

Boards Response: The same has been communicated and discussed with Mr. Jayant Dolatrai Mitra and he assured us that he will take necessary actions to comply with the Companies Act, 2013.

2. The composition of the Audit committee, Nomination and Remuneration committee and Stakeholders Relationship Committee is not updated on the website of the Company and not disclosed on the BSE Website.

Boards Response: The Management is in process of updating the details of composition of the committees in the BSE website as well in Companys website.

3. The Company has not complied with the requirement of submission of quarterly certificate on Structured Digital Database (SDD) pursuant to provisions of Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations). Accordingly, the Company has been tagged with SDD Non-Compliant in BSE Website.

Boards Response: The Management has assured that it will take necessary steps to ensure compliance with the requirement of submitting quarterly certificates on the Structured Digital Database (SDD) going forward. Additionally, the Company will take appropriate action to rectify its status on the BSE website.

14. Details in respect of frauds reported by auditors under section 143 (12) of the Companies Act, 2013 other than those which are reportable to the central government:

The auditors report does not contain any mention of frauds under 143(12) of the Companies Act, 2013 which are reportable herein.

15. Web link of Annual Return, if any:

The Company is having website i.e., http: / /serindustries.co.in/ and annual return of the company has been published on such website.

16. Compliance With Secretarial Standards:

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

17. Directors Responsibility Statement:

As required under Sec. 134(5) of the Companies Act, 2013 your directors confirm that:

i) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

ii) Selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and the financial results of the Company for that period.

iii) Proper and sufficient care has been taken 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.

iv) The Annual Accounts for the financial year have been prepared on a going concern basis.

v) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

vi) 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.

18. Amounts transferred to reserves:

During the year the company has not transferred any amount to reserves.

19. Dividend:

The Company has not declared any dividend for the financial year ended 31^st March, 2025.

20. Annual Evaluation:

In accordance with the Companys Corporate Governance Guidelines, an Annual Performance Evaluation was conducted to enhance the effectiveness of the Board and its Committees for the FY 2024-25. This evaluation was led by the Chairman of the Nomination and Remuneration Committee & the Lead Independent Director.

21. Disclosure as required under rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

There were no employees in the Company drawing remuneration as specified in rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence disclosure under this rule is not applicable.

22. Subsidiaries, Joint Ventures and Associate Company.:

The Company does not have any subsidiary/joint venture or an associate company.

23. Disclosure of composition of Audit Committee and providing vigil mechanism:

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is applicable to the Company and no report is due.

24. Disclosure of composition of Nomination and Remuneration Committee:

The provisions of Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is applicable to the Company and no report is due.

25. Details of Share Capital

The Company has not issued any shares/sweaty equity shares/bonus shares/provided any employee stock option/bought back any shares during the year under review.

26. Details of policy developed and implemented by the Company on its Corporate Social Responsibility

initiatives.

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

27. Companys policy relating to directors appointment, payment of remuneration and discharge of their duties.

The Company has duly complied with the provisions of appointment of directors, payment of remuneration and discharge of their duties as per the provisions of the Companies Act, 2013.

28. 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.

29. 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 Companys operations in future.

30. Auditors:

M/s. Ankh and Associates, Chartered Accountants (Firm Registration Number. 015330S) were appointed as Statutory Auditors for a period of five years to hold the office from the conclusion of 61^st (Sixty First) Annual General Meeting till the conclusion of 66^th (Sixty Sixth) Annual General Meeting of the Company i.e. from the financial year 2024-25 to financial year 2028-29.

M/s. V H & Co., Practicing Company Secretaries, Bengaluru were appointed as Secretarial Auditors of the Company for the financial year ended 31^st March 2025.

M/s. Vinayak Hegde & Co., Chartered Accountants (Firm Registration Number. 015080S) were appointed as an Internal auditor by the Board of Directors.

31. Dematerializations of Shares:

65.88% of the total shares of the Company have been dematerialized as on 31.03.2025. Members holding shares in physical form are advised to dematerialize their shares to trade and hold the equity shares in electronic form for convenience.

Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All the Board of Directors and the designated employees have confirmed compliance with the Code.

32. Listing of Shares:

The listing fee for Bombay Stock Exchange for the financial year 2024-25 has been paid. The ISIN No:

INE358F01013.

The Company has been suspended from the Bombay Stock Exchange due to Penal Reasons for noncompliance of certain provisions of SEBI (LODR) Regulations, 2015.

In this regard, the Company has received the in-principal approval from the Bombay Stock Exchange

(BSE) for the revocation of the suspension of trading of Equity Shares. The approval was communicated

to the Company via BSEs letter Ref No. LIST / COMP/SK/1583/2024-25 dated 21^st January 2025.

33. E-Voting:

On the above subject the Directors report that:

a) The shares have to be dematerialized to an extent not less than 75%. Dematerialization has not taken effect substantially in the company and the shareholding pattern is not encouraging Demat.

b) We have informed by way of note in our previous annual reports for demat in the notice of the AGM and also for furnishing e-mail addresses of shareholders. Email address is one of the prime requirements to adopt E-voting.

NSDL has been appointed to organize electronic voting / e-voting necessary instructions issued by them on due course.

34. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

A. Conservation of Energy,

(i) the steps taken or impact on conservation of energy	The company has adopted such technology to ensure minimum consumption and maximum conservation of energy.
(ii) the steps taken by the company for utilizing alternate sources of energy	The Company makes every possible effort to save energy. It makes timely maintenance of accessories used in providing services to make optimum utilization of electricity
(iii) the capital investment on energy conservation equipments	The Company found enough system and equipment to conserve the energy; hence the management was not required to make additional investment on energy conservation related equipment.

B. Technology Absorption

Particulars	Explanations
(i) the efforts made towards technology absorption	With the globally changing business scenario, it is necessary to have developed technology which may help the Company to grow its business.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution	NIL
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	NIL
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;
(iv) the expenditure incurred on Research and Development	NIL

C. Foreign Exchange Earnings and Outgo on Actuals:

There was no foreign exchange inflow or Outflow during the year under review.

35. Secretarial Audit:

Pursuant to the provisions of the Companies Act, 2013 read with relevant Rules made there under, a Secretarial Audit was conducted by M/s. V H & Co., Company Secretaries, Bengaluru. The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed to the Boards Report as Annexure-2.

36. Corporate Social Responsibility (CSR):

The provisions of Section 135 pertaining to Corporate Social Responsibility are not applicable to the Company.

37. Declaration of Independent directors:

Definition of Independence of Directors is derived from Regulation 16 of the Listing Regulations and section 149(6) of the Companies Act, 2013. The Company has received necessary declarations under Section 149(7) of the Companies Act, 2013 from the independent directors stating that they meet the prescribed criteria for Independence. The Board of Directors, after undertaking assessment and on

evaluation of the relationships disclosed, considers Mr. Jayant Dolatrai Mitra and Mr. Mahesh Dharma Doifode as Independent directors till May 16, 2025 and July 08, 2025 respectively. Further, as on the date of this report, Mr. Om Narayan Singh and Ms. Aarti Jeetendra Juneja are the independent directors of the Company and the Board of Directors, after undertaking assessment and on evaluation of the relationships disclosed, considers them as Independent Directors.

The independent directors have affirmed compliance with the code of conduct for independent directors as prescribed in Schedule IV of the Companies Act, 2013.

38. Corporate Governance:

The Company strives to ensure good Corporate Governance and levels of transparency with all the provisions of SEBI (LODR) Regulations, 2015.

39. Internal Complaint Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company is committed to provide a healthy environment to women employees and thus does not tolerate any discrimination and/or harassment in any form. The Company has in place a Prevention of Sexual Harassment (POSH) policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is the summary of the complaints received and disposed off during the financial year 2024-25:

Particulars	No. off Complaints
Number of complaints of sexual harassment received in the year	0
Number of complaints disposed off during the year	0
Number of Sexual Harassment Complaints/cases pending for more than ninety days	0

40. Statutory Disclosures:

None of the Directors of your Company are disqualified as per provisions of Section 164(2) of the Companies Act, 2013. Your directors have made necessary disclosures, as required under various provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

41. Statement by the company with respect to the compliance of the provisions relating to the maternity benefit act 1961:

The Company is committed to upholding the rights and welfare of its women employees and ensures strict compliance with the provisions of the Maternity Benefit Act, 1961. The Company provides all eligible women employees with maternity benefits as mandated under the Act, including paid maternity leave, protection from dismissal during maternity leave, and the right to return to the same or equivalent position after maternity leave. The Company also ensures a safe and supportive working

environment that facilitates work-life balance and promotes the well-being of women employees during and after pregnancy.

42. Number of employees as on the closure of financial year:

Female	0
Male	2
Transgender	0

43. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016:

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

44. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof:

During the year under review the Company has not borrowed any loans from banks or financial institutions. Therefore, one-time settlement against the loan will not be applicable to the Company.

Acknowledgement:

Your directors wish to place on record their appreciation for the support and co-operation extended by all customers, bankers, Government authorities, stakeholders and business associates.