Shubhshree Biofuels Energy Ltd Directors Report

To,

The Members of the Company

Your directors have pleasure in presenting the 12 th (Twelfth) Annual Report on the Business, Operations and State of Affairs of Shubhshree Biofuels Energy Limited (formerly known as Shubhshree Biofuels Energy Private Limited and Shubhshree Bricks Private Limited) (the Company/ your Company/ Shubhshree) together with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended on March 31, 2025.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE

Your Companys Financial Performance during the Financial Year ended March 31, 2025 as compared to the previous Financial Year, is summarized as below:

(Rupees in Lakhs)

	Standalone		Consolidated
Particulars	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from operations	16,266.05	9414.60	16266.05	NA
Other Income	63.99	73.71	63.99	NA
Total Income	16330.04	9488.32	16330.04	NA
Total Expenses	15259.52	9026.51	15260.43	NA
Profit/(toss) Before Tax	1070.52	463.80	1069.61	NA
Less: Tax Expenses	260.68	133.48	260.68	NA
Net Profit/(toss) After Tax	809.85	330.32	808.93	NA
Equity Share Capital	524.20	385	524.20	NA
Other Equity [Reserves (Excluding Revaluation Reserve)]	2502.77	326.27	2502.13	NA
Earnings Per Share (of Rs. 10.00 each) (for continuing and discontinued operations):				NA
1. Basic (in Rs.)	17.56	8.62	17.54
2. Diluted (in Rs.)	17.56	8.62	17.54

2. STATE OF THE COMPANYS AFFAIRS AND PERFORMANCE

Shubhshree is a leading manufacturer and supplier of biomass fuels which includes biomass pellets and briquettes. The Company is also involved in the supplying of the biomass pellets and briquettes, which are procured from different vendors who are engaged in the manufacturing of these biomass fuels.

This year is a milestone for your company, marking unprecedented growth, innovation, and commitment to sustainability. By embracing innovation, fostering a culture of continuous improvement, and prioritizing sustainability, your Company has achieved remarkable growth, profitability and impact. There is no change in the nature of business of the Company for the year under review.

Revenue and Profit (Standalone)

During the year under review, your companys operating revenue increased to Rs. 16,266.05 Lakhs as against Rs. 9414.60 Lakhs in the previous year. The total expenditure increased to Rs. 15259.52 Lakhs for the current year as against Rs. 9026.508 Lakhs in the previous year. As a result, Companys net profits also increased to Rs. 809.84 Lakhs in the current year as against Rs. 330.32 Lakhs in the previous year.

The Companys overall performance during the Financial Year 2024-25 was robust resulting in improvement in all operational and financial parameters. For more details, please refer to the Management Discussion and Analysis Report (MDAR), forming part of this Report in Annexure IV, which, inter-alia, deals adequately with the operations as well as the current and future outlook of the Company.

Revenue and Profit (Consolidated)

Your companys operating revenue during the year under review amounted to Rs. 16266.05 Lakhs and net profit after tax (PAT) amounted to Rs. 808.93 Lakhs. As this is the first year of presenting Consolidated Financial Statements, comparative figures from the previous year are not provided.

It is noteworthy that, the Companys subsidiaries were incorporated in January 2025 and have not undertaken any significant transactions. Accordingly, the operating revenue of the subsidiaries is Nil as on March 31, 2025, and the operating revenue reported in the standalone and consolidated accounts is same.

3. INITIAL PUBLIC OFFER AND LISTING AT THE EMERGE SME PLATFORM OF NATIONAL STOCK EXCHNAGE OF INDIA LIMITED (NSE EMERGE)

The Directors are pleased to inform that during the year under review, the Company has successfully completed Initial Public Offering (IPO) of Equity Shares of the Company aggregating to Rs. 16,56,48,000/(Rupees Sixteen Crores Fifty Six Lakhs and Forty Eight Thousand only).

The Issue was open for subscription from September 9, 2024 to September 11, 2024. Pursuant to the IPO, 13,92,000 (Thirteen Lakhs Ninety Two Thousand) Equity Shares of Rs. 10/each were issued and allotted to the public under various categories at a price of Rs. 119/(Rupees One Hundred and Nineteen only) including premium of Rs. 109/-(Rupees One Hundred and Nine Only) per share on September 12, 2024. The Equity Shares of the Company were listed on NSE Emerge on September 16, 2024.

With your valuable support and confidence in the Company and its Management, the IPO was over-subscribed by 119 times.

The success of IPO reflects the trust, faith and confidence that customers, business partners and markets have reposed in your Company.

4. DETAILS OF UTILISATION OF FUNDS & STATEMENT OF DEVIATION(S) OR VARIATION(S):

Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) there was no deviation/variation in the utilisation of proceeds as mentioned in the objects stated in the Prospectus dated September 12, 2024, in respect of the IPO of the Company.

5. DIVIDEND

In view of the requirement of the profits for strengthening the company, your directors have decided to plough back the profit into the business. Hence, decided that it would be prudent, not to recommend any Dividend for the year under review.

6. RESERVES

The Board of Directors of your Company has proposed not to transfer any amount to the General Reserves for the year under review.

7. CAPITAL AND DEBT STRUCTURE

• Authorised Share Capital:

During the year, there is no change in the Authorised Share Capital of the Company. The Authorised Share Capital of the Company stood at Rs. 7,00,00,000/(Rupees Seven Crores Only) divided into 70,00,000 (Seventy Lakhs) Equity Shares of Rs. 10/(Rupees Ten only) each as on March 31, 2025.

• Issued, Subscribed and Paid-Up Share Capital:

During the year under review, the Company has issued and allotted 13,92,000 (Thirteen Lakhs Ninety Two Thousand) Equity Shares of Face Value of Rs.10/(Rupees Ten only) each at a price of Rs. 119/(Rupees One Hundred and Nineteen Only) per Share (including a Premium of Rs. 109 /per Share) by way of IPO.

In light of above, the Issued, Subscribed and Paid-up share Capital has been increased from Rs. 3,85,00,000/(Rupees Three Crores Eighty Five Lakhs Only) divided into 38,50,000 (Thirty Eight Lakhs Fifty Thousand) Equity Shares of Rs.10/(Rupees Ten only) each to Rs.5,24,20,000/(Rupees Five Crores Twenty Four Lakhs and Twenty Thousand Only) divided into 52,42,000 (Fifty Two Lakhs Forty two thousand) Equity Shares of Rs.10/(Rupees Ten only) each.

During the year, the Company has not issued any equity shares with differential rights, sweat equity shares or bonus shares. The Company has only one class of equity shares with face value of Rs. 10/(Rupees Ten Only) each, ranking pari passu.

8. DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company along with the following Subsidiaries and Wholly Owned Subsidiary is engaged in the business of manufacturing and supply/trading of Biomass fuels which includes biomass pellets and briquettes.

The Company has the following Subsidiary Companies:

1. Ruralgreen Energy Private Limited

Ruralgreen Energy Private Limited, is a Private Limited company incorporated on January 11, 2025 under the provisions of the Companies Act, 2013 (Act), under the CIN U38300CT2025PTC017282, having its registered office in the State of Chhattisgarh. Its main objects inter-alia is Manufacturing of biomass pallets and briquettes.

The business of Subsidiary Company is in line with the main line of business of the Company.

The Company subscribed 51% share capital comprising of 5,100 Equity Shares of Rs. 10/(Rupees Ten Only) each of the Subsidiary company.

2. Ecodensify Solutions Private Limited

Ecodensify Solutions Private Limited, is a Private Limited company incorporated on January 9, 2025 under the provisions of the Act, under the CIN U38300MP2025PTC074222, having its registered office in the State of Madhya Pradesh. Its main objects inter-alia is Manufacturing of biomass pallets and briquettes.

The business of Subsidiary Company is in line with the main line of business of the Company.

The Company subscribed 51% share capital comprising of 5,100 Equity Shares of Rs. 10/(Rupees Ten Only) each of the Subsidiary company.

The Company has the following wholly owned Subsidiary (WOS) Company:

1. Shubhshree Recycling Private Limited

Shubhshree Recycling Private Limited, is a Private Limited company incorporated on January 15, 2025 under the provisions of the Act, with CIN U38110RJ2025PTC099390, having its registered office in the State of Rajasthan. Its main objects inter-alia is manufacturing of biomass pallets and briquettes.

The business of WOS is in line with the main line of business of the Company. The Company along with its nominee shareholders subscribed 100% share capital comprising of 10,000 Equity Shares of Rs. 10/(Rupees Ten Only) each of the WOS.

A statement containing salient features of the Financial Statements of each of the subsidiaries, WOS for the financial year ended March 31, 2025 in the prescribed format Form AOC-1 as required under first proviso to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014 is attached as Annexure I and forms a part of this Annual Report.

In terms of the provisions of Section 136 of the Act read with the Listing Regulations, the Audited Financial Statements, including the Consolidated Financial Statements and the related information of the Company as well as the Audited Financial Statements of each of its subsidiaries, are available on the website of the Company at www.shubhshreebiofuels.co.in.

These documents will also be available for inspection on all working days, during business hours, at the Registered Office of the Company till the date of the Annual General Meeting (AGM).

The particulars of the financial performance of the said subsidiaries and WOS are provided as part of the consolidated financial statement and hence not repeated herein for the sake of brevity.

To comply with the provisions of Regulation 16(1)(c) of Listing Regulations, the Board of Directors of the Company have approved and adopted a Policy for determining material subsidiaries and the same is available on Companys website at the web link https://shubhshreebiofuels.co.in/wp-content/uploads/2025/08/Policy-for-determining-material-subsidiaries.pdf.

The Company had no Associate and Joint Venture Companies during the year ended on March 31, 2025.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF FINANCIAL PERIOD AND THE DATE OF REPORT

In pursuance to Section 134(3) (l) of the Act, there was no material changes and commitments affecting financial position of the company between the end of financial period and the date of this report.

10. MATERIAL ORDERS

In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

11. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS

During the year under review, the Company has not given any guarantee or provided security in connection with loan to any other body corporate or person in terms of section 186 of the Act.

Further, the details of loans and advances given by the company and investments made under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are set out in Note 13 & 15 of the Financial Statements.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has framed a Policy on materiality of related party transactions and on dealing with related party transactions in accordance with the Act and Listing Regulations. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its related parties. The policy is also uploaded on website of the Company at www.shubhshreebiofuels.co.in.

During the year under review, all contracts / arrangements / transactions entered into by the Company with Related Parties were done in the ordinary course of business and on an arms length basis and are in compliance with the applicable provisions of the Act and Listing Regulations.

All related party transactions were undertaken after due approval of the Audit Committee, Board of Directors and the shareholders, wherever required. A statement of all related party transactions is presented before the Audit Committee meeting on half yearly basis, specifying the nature, value and terms and conditions of the transactions, for its review.

There are no materially significant related party transactions entered into by the Company with Promoters, Directors or KMP etc., which may have potential conflict with the interest of the company at large. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Act, read with the Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable on the Company. Further all the necessary details of transactions entered with the related parties are mentioned in the Point No. 31 of the notes to financial statements of financial statements for the financial year ended March, 31, 2025.

13. BOARD MEETINGS

During the Financial Year 2024-25, the Board of Directors of your Company has met 13 (Thirteen) times on 13.05.2024, 23.05.2024, 12.08.2024, 28.08.2024, 02.09.2024, 06.09.2024, 12.09.2024, 13.09.2024, 10.10.2024, 13.11.2024, 02.12.2024, 23.01.2025 and 31.03.2025. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Secretarial Standard on Meetings of Board of Directors (SS-1) issued by the Institute of Company Secretaries of India. The attendance of each Director at those Meetings during the year are as under:

Name of Director	No. of meetings entitled to attend	No. of meetings attended
Mr. Sagar Agrawal	13	13
Mr. Anurag Agarwal	13	13
Ms. Upasana Srivastava Dattani	13	13
Ms. Aastha Agarwal	13	13
Mr. Vijay Kumar Jain	13	13
Mr. Rajesh Jain	13	13

14. GENERAL BODY MEETINGS

Attendance of Directors at 11 th AGM held on September 10, 2024:

Date of AGM	Mr. Sagar Agrawal	Mr. Anurag Agarwal	Ms. Upasana Srivastava Dattani	Ms. Aastha Agarwal	Mr. Vijay Kumar Jain	Mr. Rajesh Jain
September 10, 2024	Yes	Yes	Yes	Yes	Yes	Yes

15. POSTAL BALLOT:

(A) Details of resolutions passed through Postal Ballot:

The Company sent Postal Ballot notice dated January 23, 2025 to the members for seeking their approval through Postal Ballot for Resolutions mentioned therein.

The Board of Directors of the Company had appointed CS Manoj Maheshwari (FCS: 3355), Practicing Company Secretary and failing him, CS Ms. Priyanka Agarwal (FCS: 11138), Practicing Company Secretary as the Scrutinizer and Alternate Scrutinizer, respectively to scrutinize the remote e-Voting process in a fair and transparent manner.

The remote e-Voting period commenced on Tuesday, January 28, 2025 at 10:00 a.m. (IST) upto Wednesday, February 26, 2025 till 05.00 P.M. (IST). The report on the result of the postal ballot through remote e-Voting for approving aforementioned resolutions was provided by the Scrutinizer on Friday, February 28, 2025.

The resolutions were passed with requisite majority. The results of the voting conducted through Postal Ballot is as under:

Resolution No.	Manner of Voting	Votes in favour of the resolution		Votes against the resolution		Invalid (No. of Shares)
		Number of Shares	Percentage of valid votes cast	Number of Shares	Percentage of valid votes cast
1.	Postal Ballot through Remote e-voting	3894400	100	0	0	0
2.		3894400	100	0	0	0
3.		3894400	100	0	0	0
4.		44400	100	0	0	0

(B) Procedure for Postal Ballot:

The Postal Ballot was carried out as per the provisions of Section 108 and 110 of the Act read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the Rules) and other applicable provisions of the Act and the Rules, General Circular No. 09/2024 dated September 19, 2024 and earlier circulars issued in this regard by the Ministry of Corporate Affairs (MCA Circulars), Regulation 44 and other applicable regulations of the Listing Regulations read with SEBI circular no. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024 (SEBI Circular), Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

16. MEETING OF INDEPENDENT DIRECTORS

A separate Meeting of the Independent Directors of the Company is held every year in terms of the Schedule IV to the Act. In respect of the financial year 2024-25, the Independent Directors met separately on August 28,

2024 without the presence of any Non-Independent Director or representatives of management interalia, to discuss:

• Review of the performance of Non-Independent Directors and the Board of Directors as a whole.

• Review of the performance of the Chairman of the Company taking into account the views of the Executive and Non-Executive Directors.

• Assess the quality, quantity and timeliness of flow of information between the management and the Board of directors.

The Independent Directors expressed satisfaction over the performance of Non-Independent Directors, Chairperson and Board of Directors as a whole.

17. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, the composition of the Board of Directors was in accordance with the provisions of Section 149 of the Act, with an optimum combination of Executive, Non-Executive and Independent Directors.

As on the date of this Annual Report, the Board of Directors of the Company consists of 6 members. The Board consists of Chairman & Managing Director, Whole time Director, 2 (two) Non-executive Directors and 2(two) Independent Directors. The list of Directors and Key Managerial Personnel at the end of the reporting period is as under:

S. No.	Name of Directors	DIN	Designation	Category
1.	Mr. Sagar Agrawal	03209247	Chairman & Managing Director	Promoter
2.	Mr. Anurag Agarwal	03062155	Whole-time Director	Promoter
3.	Ms. Upasana Srivastava Dattani	10371597	Non-executive Director	Promoter
4.	Ms. Aastha Agarwal	07172285	Non-executive Director	Promoter
5.	Mr. Vijay Kumar Jain	02193271	Independent Director	Independent
6.	Mr. Rajesh Jain	06735031	Independent Director	Independent

None of the Directors of the Company is disqualified in accordance with Section 164 of the Act.

Retire by Rotation

• In accordance with the provisions of Section 152 of the Act, and the Articles of Association of the Company, Ms. Upasana Srivastava Dattani (DIN: 10371597), Non-executive Director of the Company retired and being eligible was re-appointed with the approval of shareholders at the previous AGM held on September 10, 2024.

• In accordance with the provisions of Section 152 of the Act, and the Articles of Association of the Company, Mr. Anurag Agarwal (DIN: 03062155), Whole-time Director retires by rotation at the ensuing AGM of the company and being eligible, has offered himself for re-appointment. The Board of Directors have recommended his re-appointment to the members of the Company.

The relevant details as required under Listing Regulations and the Secretarial Standards on General Meeting (SS-2) issued by ICSI are furnished as Annexure 1 to the Notice of AGM, forming part of the Annual Report.

Key Managerial Personnel

• Ms. Aakrati Singhania tendered her resignation from the office of Company Secretary and Compliance Officer of the Company w.e.f. closure of working hours of November 13, 2024. The Board placed on record its appreciation for the assistance and guidance provided by Ms. Aakrati Singhania during her tenure as Company secretary and Compliance Officer of the Company.

• Pursuant to the provision of Sections 2(51), 203, 205 of the Act, read with Rules made thereunder, the Board of Directors in their meeting held on November 13, 2024, approved the appointment of Ms. Nidhi Khandelwal, member of Institute of Company Secretaries of India (ICSI) as Company Secretary and Compliance Officer of the Company w.e.f. November 14, 2024.

Following changes took place after the closure of financial year but before the date of Boards Report:

• Mr. Jitendra Kumar Kumawat, Chief Financial Officer tendered his resignation from the post of Chief Financial Officer and a Key Managerial Personnel of the Company with effect from closing business hours of June 21, 2025. The Board placed on record its appreciations for the valuable services rendered by Mr. Jitendra Kumar Kumawat to the Company during his tenure.

• Pursuant to the provision of Sections 2(19), 2(51), 179, 203 of the Act, read with Rules made thereunder, the Board of Directors of the Company, in their meeting held on June 21, 2025, approved the appointment of Mr. Anuj Goyanka, already associated with the Company as General Manager (Accounts & Finance) and designated as Senior Management Personnel (SMP) of the Company, as the Chief Financial Officer (CFO) and Key Managerial Personnel with effect from June 22, 2025.

Although, the aforementioned changes in KMP occurred after the closure of financial year, however, your directors find it prudent to keep their shareholders informed about the said change.

There were no other changes in the directors/ KMPs of the company that took place during the year under review and after the year end till the date of this report.

18. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act read with the Rules made thereunder, Regulation 16(1)(b) of Listing Regulations. Further, all the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

Based on the confirmation/ disclosures received from the Directors and assessing veracity of disclosures, the Board opined that Independent Directors are independent of the Management of the Company.

Further, pursuant to the provisions of the Companies (Creation and Maintenance of Data bank of Independent Directors) Rules, 2019 and Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors are registered with the Data bank maintained under Indian Institute of Corporate Affairs (IICA).

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience (including the proficiency) and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management. The terms & conditions for the appointment of Independent Directors are given on the website of the Company at www.shubhshreebiofuels. co.in.

19. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the Act and Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights, and responsibil-

ity as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of such familiarization programmes imparted to Independent Directors are posted on the website of the Company at https://shubhshreebiofuels.co.in/wp-content/uploads/2024/03/Familiarisation-programme-for-independet-directors.pdf.

20. ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and Listing Regulations, performance evaluation has been carried out by the Board, Nomination Remuneration Committee (NRC) and by the Independent Directors through a structured questionnaire prepared separately for the Board, Committees and individual Directors. The Board has carried out an annual performance evaluation of its own, individual Directors including Independent Directors (without the presence of the director being evaluated) and its Committees.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, Meetings of the Board, functions of Board, etc.

The performance of Committees was evaluated by the Board on parameters such as Structure of the Committee and meetings, Independence of the Committee from the Board and whether the Committees recommendations contribute effectively to decisions of the Board.

Performance evaluation of every Director was carried out by Board and Nomination & Remuneration Committee on parameters such as appropriateness of qualification, knowledge, skills and experience, time devoted to Board deliberations and participation in Board functioning, extent of diversity in the knowledge, attendance and participations in the meetings and workings thereof and initiative to maintain high level of integrity & ethics.

Independent Directors performance evaluation was carried out on parameters such as whether person is independent from the entity and the other directors and there is no conflict of interest and whether the person exercises his/ her own judgement and voices opinion freely.

The Directors expressed their satisfaction with the evaluation process. In their separate meeting, the Independent Directors had carried out performance evaluation of Non-Independent Directors and the Board as a whole. The Independent Directors also carried out the performance evaluation of the Chairman, taking into account the views of Executive and Non-Executive Directors.

The Company is pleased to announce that the overall evaluation showed the performance of your board, its committees, and directors as highly satisfactory.

21. AUDITORS AND AUDITORS REPORT STATUTORY AUDITORS

Members of the Company in their 11 th AGM held on September 10, 2024 have appointed M/s Khandelwal Badaya & Co., Chartered Accountants, (Firm Registration No.: 016506C) as Statutory Auditors of the Company to hold office for a period of 5 (five) years from the conclusion of 11 th AGM till the conclusion of 16 th AGM of the Company to held in the calendar quarter 2029.

As required under the provisions of Section 139 of the Act, the Company has received a written certificate from the Statutory Auditors to the effect that they confirm with the limits specified in the said Section and that they are not disqualified for appointment within the meaning of Section 141 of the Act. Further, as required under the relevant provisions of Listing Regulations, the Statutory Auditors had also confirmed that they had subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and they hold a valid certificate issued by the Peer Review Board of ICAI.

The Statutory Auditor has issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2025. Further the Statutory Auditors have not reported any frauds under Section 143(12) of the Act. The Notes on the Financial Statements referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board.

SECRETARIAL AUDITOR

Pursuant to provisions of Section 204 of the Act and Rules made thereunder, M/s. V. M. & Associates, Company Secretaries, Jaipur (FRN P1984RJ039200) having Peer Review Certificate No.: 5447/2024, was appointed as Secretarial Auditors to conduct the secretarial audit of the Company for the Financial Year 2024-25.

The Secretarial Audit Report received in form MR-3 from M/s. V.M. & Associates, Company Secretaries, in respect of the Secretarial Audit of the Company for the financial year ended on March 31, 2025, is enclosed as Annexure-II to this Report. The Secretarial Auditors have not reported any incident of fraud in the Company for the year under review under section 143(12) of the Companies Act, 2013.

The Qualifications indicated by the Secretarial Auditor of the Company alongwith Managements reply on same is stated as under:

Sr. No.	Auditors Qualification	Board of Directors comments/ clarifications
1.	The Company has made delayed entries in the Structured Digital Database maintained under regulation 3(5) of the SEBI PIT Regulations	Company has maintained Structured Digital Database (SDD) as required under Regulation 3(5) and 3(6) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. However, as the Company was listed during the financial year under report and was in the process of familiarizing itself with the compliance requirements applicable to listed companies, a few entries were, due to inadvertence, not recorded in the SDD on real time basis. We assure that, going forward, due care will be taken to ensure that all entries are recorded in the SDD on a timely basis.
2.	The Company has, for the half year ended September 30, 2024, not submitted the Statement of deviation or variation for proceeds of public issue prepared in accordance with Regulation 32 of the SEBI Listing Regulations, within the timeline prescribed under SEBI Master Circular No. SEBI/HO/ CFD/PoD2/CIR/P/0155 dated November 11, 2024	The delay occurred due to inadvertence and an administrative oversight. The Company has since taken timely corrective action and will ensure due care is exercised to avoid such instances in the future.

Further, M/s V. M. & Associates, Company Secretaries, has given the written consent and eligibility certificate to act as Secretarial Auditor of the Company for the Financial 2025-26 and has confirmed that they are eligible to be appointed as a secretarial auditor in the terms of the provisions of the Listing Regulations, the Companies Act, 2013 and the rules made thereunder.

Further, the Board of Directors in their meeting held on August 25, 2025 and on the recommendation of Audit Committee, has re-appointed M/s. V.M. & Associates, Company Secretaries as Secretarial Auditor of the Company to carry out Secretarial Audit of the Company for the financial year 2025-26.

INTERNAL AUDITOR

M/s Agarwal & Jhalani, Chartered Accountants (FRN: 024287C), was appointed as the Internal Auditor of the company by the Board of directors in their meeting held on November 13, 2024 to carry out internal audit in terms of the provisions of Section 138 of the Act read with the rules made thereunder.

However, due to pre occupation, M/s Agarwal & Jhalani, Chartered Accountants have tendered their resignation from the designation of Internal Auditors of the Company with effect from January 23, 2025.

Accordingly, pursuant to the provisions of Section 138 of the Act and rules made thereunder, the Board of Directors in their meeting held on January 23, 2025 and as recommended by Audit Committee, appointed M/s Shah Rajesh & Co., Chartered Accountants (FRN: 005959C), as Internal Auditors of the Company for conducting Internal Audit and to submit their reports as required under the provisions of the Act. They have confirmed their eligibility for the said appointment.

Their scope of work includes review of operational efficiency, effectiveness of systems & processes, compliances and assessing the internal control strengths in all areas. Internal Auditors findings are discussed and suitable corrective actions are taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

During the financial year 2024-25, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

22. COMMITTEES OF THE BOARD OF DIRECTORS

The following Statutory Committees have been constituted by the Board of Directors of the Company:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders relationship committee

4. Finance Committee

The abovementioned committees are formed in compliance with the provisions of the Companies Act, 2013 and other guidelines.

The Minutes of meeting of all the Committees of the Board are placed before the Board in the next meeting of the Board of Directors for noting.

The details of composition of the said Committee(s), their terms of reference, meetings held and attendance of the Committee members during the financial year 2024-25 are stated hereunder.

22.1 AUDIT COMMITTEE

The Audit Committee is duly constituted in accordance with Section 177 of the Act read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. It adheres to the terms of reference, prepared in compliance with Section 177 of the Act.

The Audit Committee of the Company is entrusted with the responsibility to supervise the Companys internal controls and financial reporting process. The primary objective of the Committee is to monitor and provide an effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of financial reporting.

a.) Composition:

The Audit Committee comprises of three Directors and is chaired by independent Director. All the members of Audit Committee are financially literate and bring in expertise in the fields of finance, taxation, economics, risk and international finance.

The constitution of Audit Committee is as under:

S.No.	Name	Designation
1	Mr. Rajesh Jain	Chairman (Independent Director)
2	Mr. Vijay Kumar Jain	Member (Independent Director)
3	Mr. Anurag Agarwal	Member (Whole-time Director)

The Company Secretary of the Company acts as Secretary to the Audit Committee.

b.) Meetings:

The minutes of the meetings of the Committee are placed before and noted by the Board. All the recommendations made by the Committee during the year under review were accepted by the Board. The Chairperson of the Committee is an Independent Director and was present at the 11 th AGM of the Company held on September 10, 2024 to address the Shareholders queries. The attendance of the Committee members at the Committee meetings held during the Financial Year 2024-25 are as follows:

Name of the Committee Members	Category	Attendance of the Committee members at the Committee Meetings
		May 13, 2024	August 28, 2024	November 13, 2024	December 2, 2024	January 23, 2025	March 31, 2025
Mr. Rajesh Jain	Chairman (Independent Director)	Yes	Yes	Yes	Yes	Yes	Yes
Mr. Vijay Kumar Jain	Member (Independent Director)	Yes	Yes	Yes	Yes	Yes	Yes
Mr. Anurag Agarwal	Member (Whole-time Director)	Yes	Yes	Yes	Yes	Yes	Yes

The Audit Committee acts in accordance with the provisions of Section 177 of the Companies Act, 2013, applicable clauses of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the terms of reference specified by the Board of Directors of the Company.

c.) Role and Powers/Terms of Reference:

The Role of Audit Committee together with its powers pursuant to the Companies Act, 2013 and applicable provisions of Listing Regulations is as under:

The Audit Committee has following powers:

a) to investigate any activity within its terms of reference;

b) to seek information from any employee;

c) to obtain outside legal or other professional advice;

d) to secure attendance of outsiders with relevant expertise, if it considers necessary as may be prescribed under the Companies Act, 2013 (together with the rules thereunder) and SEBI Listing Regulations; and

e) To have full access to information contained in records of Company.

The role of the Audit Committee interalia includes:

1) Overseeing the Companys financial reporting process and disclosure of its financial information to ensure that its financial statements are correct, sufficient and credible;

2) Recommending to the Board the appointment, re-appointment, replacement, remuneration and terms of appointment of the statutory auditors of the Company;

3) Reviewing and monitoring the statutory auditors independence and performance, and effectiveness of audit process;

4) Approving payments to the statutory auditors for any other services rendered by the statutory auditors;

5) Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to:

a) Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act;

b) Changes, if any, in accounting policies and practices and reasons for the same;

c) Major accounting entries involving estimates based on the exercise of judgment by management;

d) Significant adjustments made in the financial statements arising out of audit findings;

e) Compliance with listing and other legal requirements relating to financial statements;

f) Disclosure of any related party transactions; and

g) Qualifications and modified opinions in the draft audit report.

6) Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the Board for approval;

7) Reviewing, with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter. This also includes monitoring the use/application of the funds raised through the proposed initial public offer by the Company;

8) Approval or any subsequent modifications of transactions of the Company with related parties and omnibus approval for related party transactions proposed to be entered into by the Company subject to such conditions as may be prescribed;

9) Scrutiny of inter-corporate loans and investments;

10) Valuation of undertakings or assets of the Company, wherever it is necessary;

11) Evaluation of internal financial controls and risk management systems;

12) Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances and Reviewing, with the management, the performance of statutory and internal auditors and adequacy of the internal control systems; adequacy of the internal control systems;

13) Reviewing the adequacy of internal audit function if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14) Discussing with internal auditors on any significant findings and follow up thereon;

15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

16) Discussing with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17) Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18) Reviewing the functioning of the whistle blower mechanism;

19) Approving the appointment of the chief financial officer or any other person heading the finance function or discharging that function after assessing the qualifications, experience and background, etc. of the candidate;

20) ensuring that an information system audit of the internal systems and process is conducted at least once in two years to assess operational risks faced by the Company;

21) Reviewing the utilization of loans and/ or advances from/investment by the holding company in any subsidiary exceeding ^1,000 million or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments;

22) Considering and commenting on the rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders; and;

23) To review the following information:

• Management discussion and analysis of financial condition and results of operations; statement of significant related party transactions (as defined by the audit committee), submitted by management;

• management letters / letters of internal control weaknesses issued by the statutory auditors;

• internal audit reports relating to internal control weaknesses; and

• the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

• statement of deviations:

• quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI ICDR Regulations.

• annual statement of funds utilized for purposes other than those stated in the offer document/

prospectus/notice in terms of Regulation 32(7) of the SEBI ICDR Regulations.

24) Such roles as may be delegated by the Board and/or prescribed under the Companies Act, 2013 and SEBI Listing Regulations or other applicable law.

22.2 NOMINATION AND REMUNERATION COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act, 2013 read with rules framed thereunder, the Company has constituted the Nomination & Remuneration Committee.

a.) Composition:

The Board of Directors had constituted the Nomination and Remuneration Committee comprising of following Directors:

S.No.	Name	Designation
1	Mr. Rajesh Jain	Chairman (Non-executive Independent Director)
2	Mr. Vijay Kumar Jain	Member (Nonexecutive Independent Director)
3	Ms. Aastha Agarwal	Member (Non-executive Director)

The Company Secretary of the Company acts as the Secretary to the Nomination and Remuneration Committee.

b.) Meetings:

The minutes of the meetings of the Committee are placed before and noted by the Board. All the recommendations made by the Committee during the year under review were accepted by the Board. The Chairperson of the Committee is an Independent Director and was present at the 11 th AGM of the Company held on September 10, 2024 to address the Shareholders queries. The attendance of the Committee members at the Committee meetings held during the Financial Year 2024-25 are as follows:

Name of the Committee Members	Category	Attendance of the Committee members at the Committee Meetings
		August 28, 2024	November 13, 2024	January 23, 2025	March 31, 2025
Mr. Rajesh Jain	Chairman (Non-executive Independent Director)	Yes	Yes	Yes	Yes
Mr. Vijay Kumar Jain	Member (Nonexecutive Independent Director)	Yes	Yes	Yes	Yes
Ms. Aastha Agarwal	Member (Non-executive Director)	Yes	Yes	Yes	Yes

(c) Terms of Reference:

The indicative list of terms of reference of the Nomination and remuneration committee in accordance with Section 178 of the Act and applicable clauses of Listing Regulations are as follows:

1. formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

2. For the appointment of an independent director, the committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the board of directors of the Company for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

• use the services of external agencies, if required,

• consider candidates from a wide range of backgrounds, having due regard to diversity, and

• consider the time commitments of the candidates;

3. formulation of criteria for evaluation of the performance of independent directors and the Board;

4. devising a policy on diversity of our Board;

5. identifying persons, who are qualified to become directors or who may be appointed in senior management in accordance with the criteria laid down, recommending to the Board their appointment and removal and carrying out evaluation of every directors performance;

6. determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

7. recommending remuneration of executive directors and any increase therein from time to time within the limit approved by the members of our Company;

8. recommending remuneration to non-executive directors in the form of sitting fees for attending meetings of the Board and its committees, remuneration for other services, commission on profits;

9. recommending to the Board, all remuneration, in whatever form, payable to senior management;

10. performing such functions as are required to be performed by the compensation committee under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended;

11. engaging the services of any consultant/professional or other agency for the purpose of recommending compensation structure/policy;

12. analyzing, monitoring and reviewing various human resource and compensation matters;

13. reviewing and approving compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws;

14. framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws in India or overseas, including:

• The SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended; or

• The SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003, as amended; and

Performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing Regulations, Companies Act, each as amended or other applicable law.

22.3 STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Board has been constituted as per the requirements set out in Section 178(5) of the Act.

a.) Composition:

The Board of Directors had constituted the Stakeholders Relationship Committee comprising of following members:

S.No.	Name	Designation
1	Mr. Vijay Kumar Jain	Chairman (Non-executive Independent Director)
2	Mr. Sagar agrawal	Member (Chairman & Managing Director)
3	Mr. Anurag Agarwal	Member (Whole Time Director)
4	Mr. Jitendra Kumar Kumawat*	Member (Chief Financial Officer)

*Mr. Jitendra Kumar Kumawat, CFO of the Company, resigned from his position with effect from June 21, 2025, and consequently ceased to be a member of the Stakeholders Relationship Committee from the close of business hours on the same date.

The Company Secretary of the Company acts as the Secretary to the Stakeholders relationship Committee.

b.) Meetings:

The minutes of the meetings of the Committee are placed before and noted by the Board. All the recommendations made by the Committee during the year under review were accepted by the Board. The Chairperson of the Committee is an Independent Director and was present at the 11 th AGM of the Company held on September 10, 2024 to address the Shareholders queries. The attendance of the Committee members at the Committee meetings held during the Financial Year 2024-25 are as follows:

Name of the Committee Members	Category	Attendance of the Committee members at the Committee Meetings
		November 13, 2024	March 31, 2025
Mr. Vijay Kumar Jain	Chairman (Non-executive Independent Director)	Yes	Yes
Mr. Sagar agrawal	Member (Chairman & Managing Director)	Yes	Yes
Mr. Anurag Agarwal	Member (Whole Time Director)	Yes	Yes
Mr. Jitendra Kumar Kumawat	Member (Chief Financial Officer)	Yes	Yes

(c).Terms of Reference:

The terms of reference of the Stakeholders Relationship Committee in accordance with the Companies Act and applicable clauses of Listing Regulations are as follows:

1) Consider and resolve grievances of security holders of the Company, including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.;

2) Review of measures taken for effective exercise of voting rights by shareholders;

3) Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar and Share Transfer Agent;

4) Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company;

5) Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time;

6) To approve, register, refuse to register transfer or transmission of shares and other securities;

7) To issue duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate) of the Company;

8) To approve the transmission of shares or other securities arising as a result of death of the sole/any joint shareholder;

9) To dematerialize or rematerialize the issued shares;

10) Ensure proper and timely attendance and redressal of investor queries and grievances;

11) Carrying out any other functions contained in the Companies Act, 2013 and/or equity listing agreements (if applicable), as and when amended from time to time; and

12) To perform such functions as may be delegated by the Board and to further delegate all or any of its power to any other employee(s), officer(s), representative(s), consultant(s), professional(s), or agent(s).

With reference to Regulation 46 of Listing Regulations the Company has designated exclusive e-mail ID (as mentioned below) for investors to register their grievances, if any. This has been initiated by the company to resolve investors grievances immediately. The Company has displayed the said e-mail ID on its website for the knowledge of Investors.

Name and Designation of the Compliance Officer Name: Ms. Nidhi Khandelwal

Designation: Company Secretary & Compliance Officer Email-cs@biomassfuel.co.in

Complaints

During the Financial year 2024-25, No complaints were received and there is no pending Complaints.

22.4 FINANCE COMMITTEE

In addition to the mandatory / non-mandatory Board Committees specified under the Act and Listing Regulations, during the year, the Board of Directors in their meeting held on October 10, 2024 approved the constitution of Finance Committee of Board.

a.) Composition:

The Board of Directors had constituted the Finance Committee comprising of following members:

S.No.	Name	Designation
1	Mr. Sagar Agrawal	Chairman (Chairman & Managing Director)
2	Mr. Anurag Agarwal	Member (Whole Time Director)
3	Ms. Aastha Agarwal	Non-executive Director

The Company Secretary of the Company acts as the Secretary to the Finance Committee.

b.) Meetings:

The minutes of the meetings of the Committee are placed before and noted by the Board. The attendance of the Committee members at the Committee meetings held during the Financial Year 2024-25 are as follows:

Name of the Committee Members	Category	Attendance of the Committee members at the Committee Meetings
		November 9, 2024	November 26, 2024	January 16, 2025	March 25, 2025
Mr. Sagar Agrawal	Chairman (Chairman & Managing Director)	Yes	Yes	Yes	Yes
Mr. Anurag Agarwal	Member (Whole Time Director)	Yes	Yes	Yes	Yes
Ms. Aastha Agarwal	Member (Non-executive Director)	Yes	Yes	Yes	Yes

(c).Terms of Reference:

The primary role of the Finance Committee is to expeditiously decide business matters of routine nature and regular financial nature. The terms of reference of the Finance Committee, inter alia, include the following:

• Review the Companys financial policies, risk assessment and minimization procedures, strategies and capital structure, working capital and cash flow management, and make such reports and recommendations to the Board with respect thereto, as it may deem advisable;

• Review banking arrangements and cash management;

• Exercise all powers to borrow money (otherwise than by issue of debentures) within limits approved by the Board, and take necessary actions connected therewith, including refinancing for optimization of borrowing costs;

• Give guarantees / issue letters of comfort / providing securities within the limits approved by the Board;

• Powers to invest the funds of the Company within the limits approved by the Board;

• Powers to review and approve the tender to be applied and execute necessary documents for the same on behalf of Company;

• Borrow money by way of loan and / or issue and allot bonds / notes denominated in one or more foreign currencies in international markets for the purpose of refinancing the existing debt, capital expenditure, general corporate purposes, including working capital requirements and possible strategic investments within the limits approved by the Board;

• Provide corporate guarantee / performance guarantee by the Company within the limits approved by the Board;

• Power to grant loan within the limits approved by the Board;

• Carry out any other function as is mandated by the Board from time to time

23. PREVENTION OF INSIDER TRADING

To comply with the provisions of Regulation 9 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, your Company has established systems and procedures and has framed a Code of Conduct to regulate, monitor and report trading by its designated persons and their immediate relatives and Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information.

The trading window is closed during the time of declaration of financial results and occurrence of any material events as per the code which prohibits the Directors of the Company and other designated persons and their relatives to deal in the securities of the Company on the basis of any UPSI, available to them by virtue of their position in the Company.

The Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information is available on the Companys website i.e. https://shubhshreebiofuels.co.in/wp-content/uploads/2024/03/Prohibition-of-Insider-Trading.pdf

24. DISCLOSURE RELATED TO POLICIES

• VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, as part of vigil mechanism as per the provisions of Section 177 of the Act for Directors and Employees of the Company.

Your Company is committed to the highest standards of ethical, moral and legal business conduct. Accordingly, Vigil Mechanism was formulated which provides a robust framework for dealing with genuine concerns & grievances. The Policy provides for adequate safeguard against victimization of employees who avail the mechanism and also provides direct access to the Chairman of the Audit Committee. Specifically, employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company.

During the financial year, no whistle blower event was reported and mechanism is functioning well. No personnel have been denied access to the Chairman of the Audit Committee.

The policy is available on the Companys website at the weblink https://shubhshreebiofuels.co.in/wp-content/ uploads/2025/03/whistler-Blower-Policy.pdf.

• NOMINATION & REMUNERATION POLICY:

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Act, formulated the Companys Nomination & Remuneration policy for Directors, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP). This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director and it also provides guidelines to the Nomination and Remuneration Committee relating to the Appointment, Removal & Remuneration of Directors, KMP and SMP of the Company. It also provides the manner for effective evaluation of performance of Board, its committees and individual directors.

During the year under review, the Nomination and Remuneration Policy was amended to update the relevant provisions related to remuneration payable to Non-Executive Directors, to reflect payment of remuneration by way of commission for Non-Executive Directors (excluding Independent Directors).

The policy is available on the Companys website at the weblink https://shubhshreebiofuels.co.in/wp-content/ uploads/2025/03/Nomination-and-Remuneration-Policy.pdf

• RISK MANAGEMENT POLICY

Your Company has developed and implemented a Risk Management Policy which is approved by the Board. The Risk Management Policy, inter alia, includes identification therein of elements of risk, including those which in the opinion of the Board may threaten the existence of the Company. Risk management process has been established across the Company and is designed to identify, assess and frame a response to threats that affect the achievement of its objectives. Further, it is embedded across all the major functions and revolves around the goals and objectives of the organisation.

The policy is available on the Companys website at the weblink https://shubhshreebiofuels.co.in/wp-content/ uploads/2024/03/Risk-Management-policy.pdf

25. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company recognizes its duty to provide safe and secure working environment at the workplace and thus, in line with the requirements of the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place a Policy for prevention of Sexual Harassment of Women at the workplace and has also set up an Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment.

All the members and presiding officer of the Committee possess adequate legal knowledge and are also familiar with the issues relating to sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year:

• Number of complaints pending at the beginning of the year : Nil

• Number of complaints received during the year: Nil

• Number of complaints disposed off during the year: Not applicable

• Number of cases pending for more than ninety days: Not applicable

26. DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961

The Company has duly complied with the provisions of the Maternity Benefit Act, 1961 during the financial year. The Company has formulated appropriate policies to support women employees during maternity leave and upon their return to work, ensuring a supportive and inclusive work environment.

27. ANNUAL RETURN

Pursuant to section 92(3) read with Section 134(3)(a) of the Act and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year ended on 31 st March, 2025 in the prescribed Form MGT-7 is uploaded on the Companys website at www.shubhshreebiofuels.co.in.

28. DEPOSITS

uring the year under review, your Company has neither invited nor accepted or renewed any deposit within the provisions of the Act read with the Companies (Acceptance of Deposits) Rule, 2014. There is no amount of principal or interest outstanding as on the date of Balance Sheet.

29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal control framework is designed to ensure proper safeguarding of assets, maintaining proper accounting records and providing reliable financial information and other data. This system is supplemented by internal audit, reviews by the management and documented policies, guidelines and procedures. The Company has a well-defined organizational structure, authority levels, internal rules and guidelines for conducting business transactions. The Company intends to undertake further measures as necessary in line with its intent to adhere to the procedures, guidelines and regulations, as applicable, in a transparent manner. The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

Furthermore, M/s Shah Rajesh & Co., Chartered Accountants conducts internal audit periodically and presents report to the Audit Committee of the Company. These internal control system, coupled with internal audit procedures, provide reasonable assurance to the Statutory Auditors regarding the reliability of financial reporting and compliance with the applicable Indian Accounting Standards (Ind AS), Companies Act and its rules, SEBI Regulations and other relevant regulations.

30. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 134(3)(m) OF THE COMPANIES ACT,2013

The particulars relating to conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo as per Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as ANNEXURE-III forming part of the Boards report.

31. PARTICULARS OF EMPLOYEES:

The information under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year 2024-25:

Name	Remuneration received in FY 2024-25	Ratio to median remuneration	% increase in remuneration in financial year
Executive Directors
Mr. Sagar Agrawal	18.00	5.64	1100%
Mr. Anurag Agarwal	3.00	0.94	500%
Chief Financial Officer:
Mr. Jitendra Kumar Kumawat	6.49	2.03	42.77%
Company Secretary
Ms. Aakrati Singhania@	2.23	N.A.	N.A.
Ms. Nidhi Khandelwal$	2.12	N.A.	N.A.

@ Ms. Aakrati Singhania resigned from the post of Company Secretary w.e.f. November 13 2024, hence comparable figures of percentage of increase/ decrease of remuneration in F.Y.2024-25 as compared to F.Y.2023-24 are not being provided.

$ Ms. Nidhi Khandelwal was appointed as Company Secretary w.e.f. November 14, 2024, hence comparable figures of percentage of increase/ decrease of remuneration in F.Y.2024-25 as compared to F.Y.2023-24 are not being provided.

*No remuneration paid except payment of eligible sitting fees to Non executive and Independent Directors and commission to Non-executive Directors (Except Independent Directors).

2. The percentage increase in the median remuneration of employees in the financial year 2024-25 is (218%)

3. The total number of permanent employees on the rolls of Company: 40

4. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

• Average increase in the remuneration of all employees excluding KMP is 174%

• Average increase in the remuneration of KMP is 386%

Justification: The increase in salary is based on the overall performance of the Company, individual performance, and promotions. Further, during the year under review, the Companys securities were listed on NSE Emerge, which has led to an increase in responsibilities of the Management as well as a rise in the number of employees. Accordingly, the revision in remuneration also reflects these additional responsibilities and organizational growth.

5. It is hereby affirmed that the remuneration is as per the remuneration policy of the Company. In addition, the increase in remuneration of managerial personnel viz. Chairman & Managing Director is within the limits approved by the shareholders.

With respect to Rule 5(2), no employee of the company is drawing salary as specified in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, particular of the employees of the Company to be given as required is NIL.

32. CORPORATE GOVERNANCE REPORT

As per Regulation 15(2) of the Listing Regulations, the compliance with the Corporate Governance provisions shall not apply in respect of the following class of companies:

a. Listed Entity having paid up equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 crore, as on the last day of the previous financial year;

b. Listed Entity which has listed its specified securities on the SME Exchange.

Since, the Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it also does not form part of the Annual Report for the Financial Year 2024-25.

However, our Company has complied with all the disclosures and requirements which are applicable under all the rules, regulations for the time being in force.

33. CODE OF CONDUCT

The code of conduct has been circulated to all the members of the Board and Senior Management Personnel and they have affirmed their compliance with the said code of conduct for the financial year ended on March 31, 2025. The code of conduct has been posted on the Companys website at https://shubhshreebiofuels.co.in/wp-content/uploads/2024/03/code-of-conduct-of-board-senior-management.pdf.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of SEBI (LODR) Regulations is annexed herewith as Annexure-IV.

35. COMPLIANCE WITH SECRETARIAL STANDARDS

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

36. LISTING OF SHARES

Your Companys shares are listed at Emerge SME Platform of National Stock Exchange of India Limited (NSE Emerge) and the listing fee for the year 2025-26 has been duly paid.

37. DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 134(3) (c) of the Act, your Directors state and confirm 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 as at March 31, 2025 and of the profit and loss of the Company for the year ended on March 31, 2025;

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

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

38. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the Financial Year under review, the Company has neither made any application nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), therefore, it is not applicable to the Company.

39. DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING ON THE COMPANY

There is no agreement impacting management or control of the company or imposing any restriction or create any liability upon the company as specified in Clause 5A of Para A of Part A of Schedule III of Listing Regulations.

40. OTHER DISCLOSURES

Other disclosures with respect to Boards Report as required under the Companies Act, 2013 and the Rules notified there under are either NIL or NOT APPLICABLE during the period under review.

41. APPRECIATION

Your Directors wishes to place on record their appreciation towards the contribution of Bankers, all stakeholders, business associates of the Company, Central and State Government departments, their local authorities for their co-operation, guidance and support and look forward to their continued support in future.