Shree Rajeshwaranand Paper Mills Ltd Directors Report

To

The Members,

SHREE RAJESHWARANAND PAPER MILLS LIMITED

Shree Rajeshwaranand Paper Mills Ltd ("Company") was under Corporate Insolvency Resolution Process (CIRP) and its Resolution Plan has been approved under Section 31 of the Insolvency & Bankruptcy Code, 2016 vide Honble National Company Law Tribunal, Ahmedabad Bench vide its Order dated 27^th November, 2024 ("NCLT Order")

The Implementation and Monitoring committee of the Company Re-Constitute Board of the Company w.e.f. 13^th January, 2025 and the New Board have pleasure in presenting 35^th Annual Report of the Company together with the Audited Financial Statements of the Company for the year ended 31^st March 2026.

1. FINANCIAL RESULTS

Particular	For the financial year 2025-26	For the financial year 2024-25
	(Amount in Rs. Lakhs.)	(Amount in Rs. Lakhs.)
Revenue from Operations	-	-
Other Income	0.02	13.55
Total Income	0.02	13.55
Less: Cost of Raw Materials Consumed	-	282.78
Less: Changes in inventories in finished goods	-	532.09
Less: Depreciation & Amortization Expenses
Less: Employee Benefits Expenses	4.28	0.60
Less: Finance Cost	-	15.66
Less: Other Expenses	26.20	411.47
Total Expenses	30.47	1242.61
Profit/ (Loss) before exceptional items and tax	(30.46)	(1,229.06)
Less: Exceptional Items	-	(6,008.32)
Profit/ (Loss) before tax	(30.46)	(7,237.38)
Tax Expenses	-
Tax adjustment for earlier years	-	-
Profit/(Loss) after Tax	(30.46)	(7,237.38)

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the financial year under review the Company has earned total revenue of Rs. 0.02/- Lakhs as compared to the previous years revenue of Rs. 13.55/- Lakhs. The Company has incurred a net loss after tax of Rs. 30.46/- Lakhs after considering exceptional items as compared to the previous years Net Loss of Rs. 7,237.38/- Lakhs. The exceptional items on account of gains recognised in accordance with the approved resolution plan in the year under review. Your Directors are continuously looking for avenues for future growth of the company.

KEY FINANCIAL RATIOS:

Since the Company had no operational activities during the year, key financial ratios are not evocative for the year.

DIVIDEND:

In absence of adequate amounts of profits for the year ended 31^st March, 2026 and past accumulated losses, your directors do not recommend payment of any dividend for the year ended 31^st March, 2026.

SHARE CAPITAL OF THE COMPANY:

During the financial year under review, there was on going change based on terms of the Resolution Plan submitted by Mercury Terra Firma ("Resolution Applicant") /(RA) in the Corporate Insolvency Resolution Process ("GRP") of SHREE RAJESHWARANAND PAPER MILLS LIMITED (the "Company"), was approved by the honorable National Company Law Tribunal, Ahmedabad Bench ("NCLT"), order pronounced on 27^th November, 2024, the certified true copy of order received on 29^th November, 2024 as on the date of this report are as follows:

1. The cancellation of 14,88,927 Equity Shares of Rs. 10/- each fully paid up capital of erstwhile Promoters as the BSE notice no. 20250611-61 dated 11^thJune, 2025 with record date of 13^thJune, 2025;

2. Reduction / Cancellation of equity shares held by public and allot 6,57,429 i.e. (6 (six) equity shares in place of 100 (hundred) equity shares held by them and fraction if any will get cancelled without payment) as the BSE notice no. 20250611-61 dated 11^th June, 2025 with record date of 13^th June, 2025;

Further the company has received listing approval of 6,57,429 Equity shares of Rs. 10/- each from BSE Ltd. vide their approval letter DSC/AMAL/BW/R37-IBC/4071/2025-26 dated 12^th February, 2026. However, the procedural formalities for availing of trading approval has been applied and NEW ISIN has been received.

REASON FOR SUSPENSION FROM TRADING:

In reference to the Standard Operating Procedure (SOP) imposed on the company in addition to ongoing process of capital reduction of equity shares of erstwhile promoters/promoter group and Cancellation of shares held by public as mentioned in the earlier in share capital of the Company and in reference to pursuant to "NCLT" Order pronounced on 27^th November, 2024, the certified true copy of order received on 29^th November, 2024, the trading in Shares of the Company were suspended on the platform of BSE from the record date i.e. 12^th November, 2021.

The suspension will continue till the date company will receive trading approval on reduced capital with NEW ISIN. However, the procedural formalities for availing of trading approval have been done and NEW ISIN received.

The company has filed the revocation application and that is under process once the AGM will be done the Company will submit the documents to BSE and get the revocation done.

DEPOSITS:

During the financial year under consideration, your Company has not accepted any public deposits within the meaning of section 73 of the Companies Act, 2013 and the rules made there under.

DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES

The Company has not availed any loans from its directors or from their relatives during the financial year. Hence, the details required under Clause (viii) of Rule 2 of Companies (Acceptance of Deposits) Rules, 2014, are not given.

INTERNAL CONTROL SYSTEM AND ADEQUACY:

The Board has adopted the policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of financial disclosures.

The Companys Internal Audit department evaluates the efficiency and adequacy of internal control system and gives its report and recommendations to the Chairman of Audit Committee and based on Internal Audit Report the corrective actions are taken.

THE BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board at present consists of 6 Directors. The Board of Directors is duly constituted post receipt of Order from NCLT. The details of present directors appointed pursuant to the approval of Resolution Plan by National Company Law Tribunal Ahmedabad Bench vide Order dated 27^th November, 2024 is as below:

Name of Director	Designation	Date of Appointment
Mr. BHAVESH JAVERBHAI VEKARIA	Managing Director & Chairman	13/01/2025
Mr. PIYUSH MUNDRA	Non- Independent Director-Non executive	13/01/2025
Mr. PRATIK RAMJIBHAI KAKADIA	Non-Executive - NonIndependent Director	26/03/2025
Mr. SUNIL KUMAR KABRA	Independent Director	13/01/2025
Mr. ANKIT KUMAR SONI	Independent Director	12/08/2025
Ms. SWATI KEDAR KOTHARI	Woman Independent Director	13/01/2025
Mr. HIMMATBHAI BALUBHAI SHELADIA	Chief Financial Officer	14/02/2025
Mrs. RIMA SHIRODARIYA	Company Secretary and Compliance Officer	14/02/2025
Ms. Avani Ashwinkumar Shah	Woman Independent Director	Appointed w.e.f 26/03/2025 and resigned on Closing working hours of 01/08/2025 i.e. 6.00 p.m.

During the year under review seven Board Meetings held. The dates of Board Meetings along with attendance of each Director are given below:

Sr. No Date of Board Meeting	Name of new Board members and KMP and Attendance details
	Mr. BHAVESH JAVERBHAI VEKARIA	Mr. PIYUSH MUNDRA	Mr. PRATIK RAMJIBHAI KAKADIA	Mr. SUNIL KUMAR KABRA	Ms. SWATI KEDAR KOTHARI	MS. AVANI ASHWINK UMAR SHAH	MR. ANKIT KUMAR SONI
1. 30/04/2025	Present	Present	Present	Present	Present	LOA	NA
2. 29/05/2025	Present	Present	Present	Present	Present	Present	NA
3. 10/07/2025	Present	Present	Present	Present	Present	Present	NA
4. 12/08/2025	Present	Present	Present	Present	Present	NA	NA
5. 14/11/2025	Present	Present	Present	Present	Present	NA	Present
6. 30/12/2025	Present	Present	Present	Present	Present	NA	Present
7. 13/02/2026	Present	Present	Present	Present	Present	NA	Present

Note: Erstwhile Directors and KMP resigned from the Board w.e.f. 13^th January, 2025 in 3^rd Meeting of Implementation & Monitoring Committee held by Resolution Professional ("RP") CA Sunit Jagdishchandra Shah pursuant to the approval of Resolution Plan by National Company Law Tribunal Ahmedabad Bench vide order dated 27^th November, 2024

As the Company was under Corporate Insolvency Resolution Process CA Sunit Jagdishchandra Shah as the Resolution Professional ("RP") was a Chairman for all Meeting of Implementation & Monitoring Committee till 13^th January, 2025 (appointment of new Board members)

Details of all the Committee along with their composition and meetings held during the year under review are given in the Corporate Governance Report. The intervening gap between the companies was within the period prescribed under the Companies Act, 2013.

All Independent Directors have given declarations that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Independent Directors have confirmed that they have registered with the Independent Directors Databank as per (Appointment and Qualification of Directors) Rules, 2014.

COMMITTEES OF THE BOARD:

In accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has constituted three committees of the Board, namely:

1. Audit Committee

2. Stakeholders Relationship Committee, and

3. Nomination and Remuneration Committee

Details of all the Committees along with their charters, composition and meetings held during the financial year under review are provided in the Report on Corporate Governance, forming part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mr. Pratik Ramjibhai Kakadia (DIN: 07282179), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board recommends his reappointment.

(b) Appointment of Directors and KMP: The new board members and KMP was appointed as per details given under head of THE BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL.

• The Company has appointed Mrs. RIMA SHIRODARIYA as a Company Secretary and Compliance officer of the Company w.e.f. 14/02/2025 pursuant to the approval of Resolution Plan by National Company Law Tribunal Ahmedabad Bench vide order dated 27^th November, 2024.

• The Company has appointed Mr. Ankit Kumar Soni has appointed Non-Executive/ Independent Director of the w.e.f. 12^th August, 2025 on recommendation of Nomination and Remuneration Committee of the Company for a first term of five consecutive years.

The Company has appointed Mr. Pratik Ramjibhai Kakadia (DIN: 07282179) as Additional/Non- Executive/Non- Independent Director w.e.f. 26^th March, 2025.

(c) Cession:

- The old/ suspended board members and KMP resigned w.e.f 13/01/2025 as per details given under head of THE BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL.

- Ms. Avani Ashwinkumar Shah who was appointed as Non-Executive Woman Independent Director of the w.e.f. 26^th March, 2025 has resigned on Closing working hours of 1st August, 2025 i.e. 6.00 p.m.

Brief resume of the director proposed to be appointed / re-appointed or to whose remuneration is to be approved as stipulated under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 on General Meetings is given in the Notice convening the 35^th Annual General Meeting of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) 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) 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.

STATUTORY AUDITORS:

M/s. M A A K & Associates, due to pre occupation and since the corporate debtor has been sold out in going concern and Resolution Plan has been approved by Honble NCLT, they expressed their inability to continue to work as statutory auditor of the company w.e.f. 6^th February, 2025.

Pursuant to the provisions of section 139(8) and all other applicable provisions, if any of the Companies Act, 2013, and the rules framed thereunder, as amended from time to time, M/s. K P J & Co (Registration No. 132942W) was appointed w.e.f. 6^th February, 2025 for F.Y. 2024-25.

M/s. K P J & Co., Chartered Accountants (Registration No. 132942W), Surat, Gujarat, holds office as statutory auditors of the company and audited financial statement of the company for the year ended 31^st March 2026, however, due to pending order of the Honble National Company Law Tribunal (NCLT), Ahmedabad Bench (Court - 2), in the matter of the Company V/s Registrar of Companies [Item No. 223, CP/2(AHM)2026] under Section 97 of the Companies Act, 2013. The Company (Corporate Debtor), through its Successful Resolution Applicant (SRA), had filed an application highlighting that procedural formalities are being completed following the approval of the resolution plan and subsequent shareholding modifications (as per the capital reduction).

Taking note of the submissions and the necessary approval previously obtained from the BSE Limited, the Company has not hold Annual General meeting (AGM) of the company for the year ended 31^st March, 2025, hence the regularization of auditors appointment not considered at the ( AGM) for the year ended 31^st March, 2025.

Your Board recommends their appointment to hold office till the conclusion of ensuing Annual General Meeting of the Company further term of four years to complete for the balance tenure of the first term to hold office from the conclusion of ensuing 34^th Annual General Meeting to be held for the year ended 31^st March, 2025 until the conclusion of 38^th AGM to be held for financial year ending 2028-29.

M/s. K P J & Co., Chartered Accountants have furnished a certificate of their eligibility under Section 141 of the Act and the Companies (Audit and Auditors) Rules 2014, confirming that they are eligible for continuance as Statutory Auditors of the Company.

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark except receipt of balance confirmation and the same was address by the management.

FRAUD REPORTED BY AUDITOR UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013:

There was no instance of fraud reported by the auditor in their report under Section 143 (12) of the Companies Act, 2013.

SECRETARIAL AUDIT:

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 Ms. Riddhi Shah a Company Secretary in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2025-26. The Secretarial Audit Report (MR-3) is annexed herewith as Annexure -A.

With respect to observations made by the Secretarial Auditors in their report, we would like to state as follows:

1. The Company has not convened its Annual General Meeting for the year ended 31^st March, 2025. The Company had applied for extension of time for holding AGM. A Company Petition (CP/2/AHM/2026) has been filed before the Honble NCLT, Ahmedabad Bench seeking extension of time and/or directions to conduct the AGM.

The matter was listed on January 9, 2026, wherein directions were issued to serve notice to the respondents along with the petition. The Company has duly complied with the same and filed the Affidavit of Service.

The matter was subsequently listed on March 12, 2026, and is currently pending Adjudication.

Basis above, during the year under review company has violated the provisions, of section 96 of the Companies Act, 2013 and rules framed thereunder.

2. The Company was under IBC hence as per the provisions of Insolvency and Bankruptcy Code, 2016 and provisions of Regulation 15(2A) and (2B) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, the provisions specified in Regulation 17, 18, 19, 20 and 21 shall not be applicable during the CIRP.

3. As per SEBI Circular no. SEBI/HO/CFD/DCR1/CIR/P/2018/85 dated May 28, 2018 regarding appointment of Designated Depository for the purpose of System Driven Disclosures in Securities Market, the company is yet to process this compliance.

4. As per SEBI Circular no. IMD/FPIC/CIR/2018/61 dated April 5, 2018 regarding monitoring of foreign investment limits in listed companies the company is yet to process this compliance.

However, the company has not received new ISIN post CIRP and Reduction in share capital of the company, hence the new management is yet to decide for Designated Depository for the aforesaid purpose mentioned in point 4 & 5.

Your Company always endeavor to comply with all the applicable rules and regulations.

FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well as evaluation of working of committees of Board of Directors.

Executive Directors were evaluated on the basis of targets / criteria given to them by the board from time to time as well as per their terms of appointment. Independent Directors, being evaluated by entire board except of Director being evaluated, on meeting their obligations connected with their independence criteria as well as adherence with the requirements of professional conduct, roles, functions and duties specifically applicable to Independent Directors as contained in Schedule IV of the Companies Act, 2013. Chairman and other Non-Independent Directors were being evaluated by Independent Directors, who also reviewed the performance of secretarial department. Performance evaluation of the Committees and that of its members in effectively discharging their duties, were also being carried out by board.

The overall performance of Chairman, Executive Directors and Non-Executive Directors of the Company is satisfactory. The review of performance was based on criteria of performance, knowledge, analysis, quality of decision making etc.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR):

Management Discussion and Analysis Report (MDAR) for the year under review, which also deals with the opportunities, challenges and the future outlook for the Company, as stipulated under Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 Agreement with the Stock Exchange of India, is presented in a separate section forming part of the Annual Report.

CORPORATE DEBT RESTRUCTURING (CDR)

The detailed key features of the CDR Proposal are given in under Notes forming part of Notes to Accounts given in this Annual Report.

MATTER LISTED WITH NCLT

BRIEF HISTORY:

This is to apprise the members that Shree Rajeshwaranand Paper Mills Limited is under Corporate Insolvency Resolution Process which was admitted vide an order by the Honble National Company Law Tribunal (NCLT), Ahmedabad Bench dated 07th December, 2022 in its CP (IB) 09 of 2021 and appointed Ms. Vineeta Maheshwari as the Interim Resolution Professional of the Company. Pursuant to Section 14 of Insolvency and Bankruptcy Code, 2016 on initiation of Corporate Insolvency Resolution Process of the Company, the powers of Board of Directors were suspended and are vested with Resolution Professional of the Company.

Consequent to a petition filed by COC, the Honble National Company Law Tribunal (NCLT), Ahmedabad Bench passed an order and appointed Mr. Sunit Shah (IP Registration No.: IBBI/IPA- 001/IP-P00471/2017- 18/10814) as Resolution Professional in place of Ms. Vineeta Maheshwari.

During the corporate insolvency resolution process, the board of directors have failed to provide cooperation during the Corporate Insolvency Resolution Process due to which inadvertent delay has been caused. No documents/ information were provided to the Resolution Professional by the suspended board of directors of the Company, considering which the Resolution Professional had filed an application before Honble NCLT under Section 19(2) of Insolvency and Bankruptcy Code, 2016 having its IA No. 158 of 2023. M/s Mercury Terra Firma has submitted the Resolution Plan as per the terms and condition as specified in Request for Resolution Plan and Form G within the time limit to resolve this company and the same was approved by Committee of Creditors (COC) in their 26th Committee of Creditors meeting held on January 22, 2024 and declared as approved with 97.36% of voting shares. Subsequently, On February 23, 2024 the Application for Approval of Resolution Plan under section 30(6) and section 31(1) of the Insolvency and Bankruptcy Code, 2016 read with regulation 39 of IBBI (Insolvency Resolution Process For Corporate Person) Regulation, 2016 was filed by the Resolution Professional with Honble National Company Law Tribunal (NCLT) Ahmedabad for its approval.

PROGRESS RESOLUTION PLAN:

The Resolution Plan as submitted by Mercury Terra Firma ("Resolution Applicant") /(RA) in the Corporate Insolvency Resolution Process ("CIRP") of SHREE RAJESHWARANAND PAPER MILLS LIMITED (the "Company"), was approved by the honorable National Company Law Tribunal, Ahmedabad Bench ("NCLT"), order pronounced on 27^th November, 2024, the certified true copy of order received on 29^th November, 2024.

IMPLEMENTATION OF PLAN:

Pursuant to the said Approved Resolution Plan, the following key changes have taken place since last financial year and as on the date of this report under the Chairmanship of CA Sunit Shah, the Resolution Professional ("RP") of each Board and committee meetings held till the new Board members appointment as per said plan:

1) There was change in the constitution of Board and Key Managerial personnels, details of which given under head of THE BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL of this report;

2) There was change in the constitution of various committees of the Board, details of which given under Corporate Governance Report forming part of this Annual Report;

3) Cancellation of 14,88,927 Equity Shares of Rs. 10/- each fully paid up capital of erstwhile Promoters as the BSE notice no. 20250611-61 dated 11thJune, 2025 with record date of 13thJune, 2025; (Procedure for availing Listing and Trading approval is pending with BSE Ltd.)

4) Reduction / Cancellation of equity shares held by public and allot 6,57,429 i.e. (6 (six) equity shares in place of 100 (hundred) equity shares held by them and fraction if any will get cancelled without payment) as the BSE notice no. 20250611-61 dated 11th June, 2025 with record date of 13th June, 2025;

5) The company has received listing approval of 6,57,429 Equity shares of Rs. 10/- each from BSE Ltd. vide their approval letter DSC/AMAL/BW/R37-IBC/4071/2025-26 dated 12^th February, 2026 and filed trading approval which are in process against the new ISIN availed.

6) The New Board members and management took the in charge of the company. Management is expecting to come up with bright colours.

Your directors would like to additionally inform to members that upon allotment of issued shares of the Company to Mercury Terra Firma ("Resolution Applicant") /(RA) and its affiliates will take control over the Company and be classified as new Promoters of the company, subject to the approval of Stock Exchange on reclassification of promoters where the shares of the Company are listed.

We further state that the implementation of approved Resolution Plan is in process as per the NCLT Order as on date of this report and the Company will update about the further progress on said plan to the members as per statutory requirements.

SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Your Company does not have any subsidiary, joint venture or associate Company.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by SEBI. The report on Corporate Governance as prescribed in Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance along with a declaration signed by the Chairman and Managing Director stating that Members of the Board and Senior Management Personnel have affirmed the compliance vide Code of Conduct of the Board and Senior Management is attached to the report on Corporate Governance.

The provisions as specified in Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall not be applicable during the insolvency resolution process period in respect of a listed entity, which is undergoing corporate insolvency resolution process under the Insolvency Code:

Provided that the role and responsibilities of the board of directors as specified under regulation 17 shall be fulfilled by the resolution professional in accordance with sections 17 and 23 of the Insolvency Code.

Provided further that the company has ensured compliances with regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 w.e.f. 6^th February, 2025, i.e. within a period of three months of approval of resolution plan under section 31 of the Insolvency Code.

However, during the year under review, the paid-up share capital has been reduced/ Cancelled and with the new allotment of 6,57,429 Equity Shares of Rs. 10/- each under CIRP, vide BSE notice no. 2025061161 dated 11^th June, 2025 with record date of 13^th June, 2025; the companys share capital does not meet the criteria as specified in Regulation 15 of the SEBI LODR, to provide the corporate governance report with this report.

Pursuant to the implementation of the Resolution Plan and the consequent reduction in the paid-up share capital of the Company, the paid-up equity share capital of the Company has fallen below the threshold prescribed under Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). Accordingly, the provisions relating to Corporate Governance under Regulations 17 to 27 and the relevant provisions of Schedule V of the SEBI Listing Regulations are not applicable to the Company.

However, the Company, as a matter of good corporate governance and on a voluntary basis, continues to follow applicable and appropriate corporate governance practices. Accordingly, the Company has voluntarily provided the relevant disclosures regarding the corporate governance practices followed by it during the year under review, to the extent applicable.

The certificate obtained from the Statutory Auditors of the Company confirming compliance with the applicable corporate governance practices followed by the Company forms an integral part of this Annual Report.

COST AUDITOR AND RECORDS:

Due to discontinuance of operations of the Company and further no operating activity during the period under review, No Cost Auditor was appointed as per the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 and hence no records were required to be maintained.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014, the Board on recommendation of the Audit Committee the Company has appointed M/s CBL & Co., Chartered Accountants as the Internal Auditor of the Company for the financial year 20252026 w.e.f. 30^th April, 2025.

EXTRACT OF THE ANNUAL RETURN

As required under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the copy of Annual Return as on 31^st March, 2026 will be placed on the website of the Company and can be accessed on companys web site at https://srpml.com/

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

a) Conservation of energy: Not Applicable as the Company under the CIRP and there are not any business operations during the year.

b) Technology absorption: Not Applicable as the Company under the CIRP and there are not any business operations during the year.

c) Foreign exchange earnings and outgo: Not Applicable CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The Provisions with respect to Corporate Social Responsibility (CSR) as per provisions of Section 135 of Companies Act, 2013 read with rules framed thereunder was not applicable to the Company in the financial year under review.

However, your Company is enthusiastic to serve the society at large, which it will do in the coming years.

LISTING AND DEMATERIALISATION:

The Equity Shares of the Company are listed on the BSE Limited. Shareholders are requested to convert their holdings to dematerialized form to derive its benefits by availing the demat facility provided by NSDL and CDSL.

However, as the company was under CIRP, the Shares of the Company were suspended from trading on the platform of BSE from the record date i.e. 12^th November, 2021.

Further, as per details mentioned in the share capital point earlier in this report, Trading in shares shall resumed upon trading approval by BSE Ltd. as per application filed for same against NEW ISIN availed.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria for Independence as laid down in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2016.

Further, the Independent Directors have also submitted their declaration in compliance with the provision of Rule 6 (3) of Companies (Appointment and Qualification of Directors) Rules, 2014, which mandated the inclusion of an Independent Directors name in the data bank of Indian Institute of Corporate Affairs ("IICA") for a period of one year or five years or life time till they continue to hold the office of an independent director.

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

COMPANYS POLICY ON NOMINATION, APPOINTMENT, REMUNERATION AND EVALUATION:

The Current policy is to have an appropriate proportion of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. On March 31, 2026, the Board consists of six board members including three independent directors. The Company has framed and adopted a Nomination and Remuneration Policy for appointment, remuneration and evaluation of Directors from time to time and is available on the website of the Company.

https://srpml.com/wp-content/uploads/2025/04/10.-Nomination-and-Remuneration-Policy.pdf

VIGIL MECHANISM:

Pursuant to the requirement of the Companies Act 2013 and provisions of Listing Agreement applicable to the Company, your Company has adopted Vigil mechanism (Whistle Blower Policy) for complying with the Companys Code of Conduct and Ethics, and particularly to assuring that business is conducted with integrity and that the Companys financial information is accurate. The reportable matters may be disclosed by the employees to the Management / Managing Director / Chairman of the Audit Committee. No complaint was received during the Financial Year 2025-26.

Details of the Whistle Blower Policy have been disclosed on your Companys website at https://srpml.com/

Link: https://srpml.com/wp-content/uploads/2025/04/02.-Whistle-Blower-Policy.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION186:

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

RELATED PARTY TRANSACTIONS:

All the related party transactions which were entered by the Company during the financial year were done on arms length basis and were in the ordinary course of business of the Company. Also there are no materially significant related party transactions made by the company with Directors, Key Managerial Personnel, Promoter or any other designated persons which may conflict with the interest of the Company at large.

In accordance with the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated the Related Party Transaction Policy and the same is uploaded on the Companys website at:

https://srpml.com/wp-content/uploads/2025/04/11.-Policv-on-Related-Partv-Transactions.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The Board of directors have agreed to forego any remuneration since the plan is still under implementation. Pursuant to that disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not provided in the Annual Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are required to be provided in the Annual Report. However, there were no employees who were in receipt of remuneration for which details need to be disclosed.

UNCLAIMED DIVIDEND:

Your Company would like to bring to the notice of the shareholders that the unpaid dividend which needs to be transferred to Investor Education & Protection Fund as per Section 125 of the Companies Act, 2013 was not done as there was no records available relating to the shareholders whose dividend are unpaid as the Company was under IBC basis that the data prior to the NCLT order.

AGREEMENTS BINDING LISTED ENTITIES:

Pursuant to Regulation 30A of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, during the financial year, no agreement has been entered or executed by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel and employees of the Company or with the Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the Company or impose any restriction or create any liability upon the Company.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and nonbusiness risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

ADDITIONAL DISCLOSURES UNDER COMPANIES ACT, 2013:

a) The Company has not issued any bonus shares, sweat equity shares, shares with differential voting rights and equity shares on rights basis during the year under review.

b) The Company does not accept any deposit from its public.

c) It is not proposed to transfer any amount to reserves.

d) There was no change in the nature of business during the year under review.

e) The provisions regarding receipt of remuneration or commission from holding or subsidiary of the Company are not applicable and hence, the disclosure under Section 197 (14) is not required.

f) The Company has not received any complaints under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

g) The Company has not bought back its shares, pursuant to the provisions of Section 68 of Act and the Rules made thereunder.

h) The Company has not issued any warrants, debentures, bonds or any non-convertible securities.

i) The financial statements of the Company were not revised.

j) The Company has not failed to implement any corporate action.

k) The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

l) As there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013, no Voting rights were directly exercised by the employees of the Company.

m) Except the implementation/status of progress of the CIRP Process as per the Approved Resolution Plan as explained earlier:

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

o) There are no significant material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Annual Report.

p) There is no application made / proceeding pending under the Insolvency and Bankruptcy Code, 2016.

q) There was no instance of one-time settlement with any Bank or Financial Institution.

r) The Company was not required to carry out valuation of its assets.

ACKNOWLEDGEMENTS:

Your Directors would like to express their grateful appreciation for assistance and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Executives, Staff members and Workers of the Company.

CAUTIONARY STATEMENT

Statements in the Boards Report and the Management Discussion & Analysis describing your Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement.

For and on behalf of the Board of the Directors

Bhavesh Javerbhai Vekaria

Chairman & Managing Director

00843817

Place: GOVALI

DATE: 30/05/2026