Sri Priyanka Geo Commex Ltd Directors Report

To

The Shareholders,

The Board of Directors have great pleasure in presenting the 35th Annual Report for the period ended 31st March, 2025.

Highlight or summary of the Financial Statements:

Particulars	2024-25		2023-24
	Standalone	Consolidated	Standalone	Consolidated
Revenue from Operations	6,052.17	26,624.81	4,675.80	25,003.62
Other Income	20.04	39.95	15.04	15.33
Total Income	6072.21	26,664.76	46,90.84	25,018.95
Total Expenses excluding Depreciation	5,855	25,367.17	46,19.57	24,746.29
Profif/(Loss) before depreciation & taxes	217.21	1,297.59	71.27	272.66
Depreciation	53.27	55.86	53.19	55.66
Profit/(Loss)before Tax	163.94	1,241.73	18.09	217.00
Tax	44.26	266.55	3.03	8.31
Profit/(Loss) after Tax	119.68	975.18	15.06	208.68

During the year your company has earned revenue from operations of the Company Rs. 6,052.17 Lakhs as compared to the Rs. 4,675.80 Lakhs during the F.Y. 2023-24. It has earned a Net Profit of Rs. 119.68 Lakhs as against the Net Profit of Rs. 15.06 Lakhs during the previous financial year. The management is confident that the profit of the Company will be much better in the upcoming years and necessary steps for the same have been already initiated by the Company.

Basis	Relevant Section & Rules	Description
Annual Return	Section 134 (3)(a) & 92(3) of the Companies Act, 2013	The Annual return of the Company is provided in the website of the Company. Link: www.spgeocl.com
Board Meetings during the year	Section 134 (3)(b) of the Companies Act, 2013	The Board has met (10) times during the year on 10/05/2024, 16/08/2024, 17/08/2024, 09/09/2024, 21/10/2024, 01/11/2024, 26/11/2024, 07/12/2024, 01/02/2025 and 05/03/2025
Statement on declaration given by the Independent Director	Sections 134 (3)(d), 149(6) of the Companies Act, 2013 & Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014	The Independent Directors have given declarations to the Company in terms of Section 149 of the Companies Act, 2013 that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. Further, there has been no change in the circumstances which may affect their status as Independent Director during the year. The Independent Directors appointed are persons of high repute, integrity and possesses the relevant expertise, experience and proficiency. The terms and conditions of appointment of the Independent Directors are placed on the website of the Company.
Companies policy on Directors appointment, remuneration &discharge of their duties	Section 134 (3)(e) of the Companies Act, 2013	The Policy is placed on the website of the Company.
Auditors	Section 139 of the Companies Act, 2013	M/s. Ravi & Raghu (FRN: 005060S), Chartered Accountants, Chennai were appointed as the auditors of the company till the FY 2026-27.
		Explanation or Comments on qualifications,
		Reservations or Adverse Remarks or
		disclaimers made by the Auditors There are no qualifications, Reservations or Adverse Remarks made by the Auditors in their report.
Details in respect of fraud	Section 134(3)(ca) of the Companies Act, 2013	During the year under review, the statutory auditors in their report have not reported any instances of frauds committed in the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.
Particulars of Loans, guarantees & Investments	Section 134(3)(g) & 186 of the Companies Act, 2013	NIL
Particulars of the contract or arrangement entered with the related	Section 134(3)(h) & 188 of the Companies	The Company has entered into transaction with the related parties in the ordinary course of business. The details of the related party
parties	Act, 2013 & Rule 8(2) of the Companies (Accounts) Rules, 2014	transactions are disclosed in AOC-2 - ANNEXURE-II.
State of the Companys Affairs	Section 134 (3)(i) of the Companies Act, 2013	The Directors are putting their efforts in improving the turnover and financial results. The Directors look forward the ensuring year with guarded optimism.
Transfer to Reserves	Section 134 (3)(j) of the Companies Act, 2013	The Board has not transferred any amount to Reserves.
Dividend, if any	Section 134 (3)(k) of the Companies Act, 2013	Considering the future growth prospects for the company, the Board of Directors decided to retain the profits earned and therefore does not recommend any dividend to the shareholders for the Financial Year 2024-25.
Event subsequent to the date of Financial Statements	Section 134 (3)(l) of the Companies Act, 2013	At the Extra-ordinary General Meetings held on 4th July, 2025 and 28th July, 2025, the approval of the members was accorded to issue bonus shares and issue equity shares of the Company by way of initial public offer respectively.

Composition of Section 177(8)

Committees of the

Companies Act, 2013

At the Board meeting held on 5th March, 2025, the following committees were constituted:

a) Audit Committee - Composition:

Name	Designation in the committee	Nature of Directorship
Mr. Velayutham Anburaj	Chairman	Independent Director
Ms. Priya Rao	Member	Independent Director
Mr. Venkata Sai Shiv Prasad Nuthalapati	Member	Managing Director

b) Nomination & Remuneration Committee -

Composition:

Name	Designation in the committee	Nature of Directorship
Mr. Ravi Kumar Nuthalapati	Chairman	Non-Executive Non- Independent
		Director
Ms. Priya Rao	Member	Independent
Mr. Velayutham Anburaj	Member	Directors

c) Stakeholders Relationship Committee -

Composition:

Name	Designation in the committee	Nature of Directorship
Ms. Priya Rao	Chairman	Independent Director
Mr. Ravi Kumar Nuthalapati	Member	Non-Executive Non Independent Director
Mr. Nuthalapati Veera Vikram	Member	Whole- Time director

d) Corporate Social Responsibility Committee

- Composition:

Name	Designation in the committee	Nature of Directorship
Mr. Venkata Sai Shiv Prasad Nuthalapati	Chairman	Managing Director
Mr. Nuthalapati Veera Vikram	Member	Whole- Time director
Mr. Velayutham Anburaj	Member	Independent Director

Conservation of Section 134 The particulars relating to Conservation of

Technology (3)(m) of the Energy, Technology Absorption and Foreign absorption & foreign Companies Exchange Earnings and Outgo are furnished exchange outgo Act, 2013 & below:

Rule 8(3) of Conservation of Energy:

(i) The steps taken or impact on conservation of

Companies

(Accounts) energy: It is the utmost significance of the Rules 2014 Company. The operations of the Company is energy intensive. Every effort is made to ensure optimum use of energy.

(ii) The steps taken by the company for utilising alternate sources of energy: NIL

(iii) The capital investment on energy conservation equipments: NIL

Technology Absorption:

(i) Efforts made towards technology absorption: The Company is continuously making efforts for induction of innovative technologies and techniques required for business activities.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: NIL

(iii) In case of imported technology (imported during last 3 years reckoned from the beginning of the FY)

(a) The details of technology imported: NIL

(b) The year of import: NIL

(c) Whether the technology been fully absorbed: Not applicable

(d) If not fully absorbed, areas where absorption has not taken place, & the reasons thereof: Not applicable

(e) The expenditure on research & development: NIL

Foreign earnings & outgo:

	2024-25	2023-24
Foreign Exchange Earnings	Rs. 23,55,28,596.90 (Commission received from the Subsidiary & MTT Sales)	Rs.1,36,85,343.87 (Commission received from the Subsidiary)
Foreign Exchange outgo	Rs. 20,54,82,269.97 (MTT Purchases)	Nil

Risk Management Section 134 The development & implementation of Risk

Policy (3)(n) of the Management Policy is in place. Companies Act, 2013

Corporate Social Section 134 The Company is not covered under the mandate

Responsibility (3)(o) & 135 of Corporate Social Responsibility (CSR) the provisions. Hence, the provision of Section 135 Companies of the Companies Act, 2013 shall not apply. Act 2013

Therefore, the details about the policy developed and implemented by the Company on CSR initiatives taken is not applicable for the Company during the year under review.

Formal Annual Section 134 Your Company has carried out its own annual

Evaluation of the (3)(p) ?f the performance evaluation and also of the

Board Companies directors individually, as well as that of Act, 2013 & working of the Committees, in accordance with Rule 8(4) of the provisions of the Companies Act, 2013 read with applicable provisions. Companies

(Accounts)

Rules 2014 The Companies Act 2013 states that a formal annual evaluation needs to be made by the Board and Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The performance of the Board was evaluated by the Board and after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information flow, frequency of meetings and functioning etc. The performance of the Committees was evaluated by the Board and after seeking inputs from the Committee Members. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings. The Chairman was also evaluated on the key aspects of his role. In a separate Meeting of Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated. Separate meeting of During the year under review, a separate

Independent Directors meeting of Independent Directors without the attendance of Non-Independent Directors and members of the Management, was held on 05th March, 2025, as required under Schedule IV of the Companies Act, 2013, (Code for Independent Directors). The Independent Directors inter-alia reviewed the performance of the Non-Independent Directors, Chairman of the Company and the Board as a whole.

Change in the nature Rule 8(5)(ii) of The Company is engaged in the business of the business or the manufacturing and dealing in all kinds of oils. material changes, if Companies There is no change in the nature of the business any (Accounts) of the Company during the year. Rules, 2014

Directors & Key Rule 8(5)(iii) There is change in the composition of the Board Managerial Personnel of the of Directors.

Companies 1) At the Extra-ordinary General Meeting held (Accounts) on 27th November, 2024, Mr. Nuthalapati

Rules, 2014 Veera Vikram (DIN: 08047030) was appointed as a Whole-time Director of the Company.

2) At the Board Meeting held on 1st February, 2025, Ms. Shilpa Agarwal was appointed as a Company Secretary.

3) At the Extra-ordinary General Meeting held on 15th February, 2025, Ms. Priya Rao (DIN: 00717336) was appointed as an Independent Director of the Company.

4) At the Extra-ordinary General Meeting held on 15th February, 2025, Mr. Velayutham Anburaj (DIN: 10836969) was appointed as an Independent Director of the Company.

5) At the Extra-ordinary General Meeting held on 15th February, 2025, the designation of Mr. Venkata Sai Shiv Prasad Nuthalapati (DIN: 01109986) was changed from Managing Director to Chairman and Managing Director of the Company for a period of 5 years from 15th February, 2025 to 14th February, 2030.

Financial Rule 8(5)(iv) The Company does not have Joint Ventures or Performance/ position of the Associate Companies. However, the Company of the Subsidiaries/ Companies has an overseas Wholly owned Subsidiary

Associates/ Joint (Accounts) Company, M/s Geo Min Commodities PTE ventures Rules 2014

Limited, Singapore and a step-down subsidiary,

M/s. Ste Atlas Resource International SARL,

Maroc.

Statement containing salient features of the financial statement of subsidiaries pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 is given as Annexure - I.

Details of Deposits Rule 8(5)(v) of The Company has not accepted any deposits the from public or others. Therefore, the disclosures Companies under Chapter V of the Act does not arise. (Accounts)

Rules, 2014

Details of deposits Rule 8(5)(vi) As the company has not accepted any deposits which are not in of the from public, the details of deposits which are compliance C?mpames not in compliance with the requirements of

(Accounts) Chapter V of the Companies Act, 2013 does not Rules, 2014 arise

Significant & material Rule 8(5)(vii) Nil orders passed by the of the regulators, if any Companies (Accounts) Rules, 2014

Details of adequacy of Rule 8(5)(viii) Given the nature of business and size of Internal financial of the operations, your Companys internal control controls Companies systems has been designed to provide for

(Accounts) i. Adequate recording of transactions with Rules 2014 internal checks and prompt reporting

2. Adherence to applicable accounting standards and policies

3. Compliance with applicable statutes, policies and management policies and procedures

4. Effective use of resources and safeguarding of assets

5. Internal control system provides for well documented policies or guidelines, and authorizations and approval procedures.

Maintenance of Cost Rule 8(5)(ix) of The requirement of maintenance of cost records Records the as specified by the Central Government under Companies sub-section (1) of section 148 of the Companies (Accounts) Act, 2013

Rules, 2014 Accordingly, the Company has not maintained such accounts and records for the financial year. Sexual harassment of Rule 8(5)(x) of The Company has in place an Anti-Sexual women the Harassment Policy in line with the requirements

Companies of The Sexual Harassment of Women at the

(Accounts) Workplace (Prevention, Prohibition &

Rules 2014 Redressal) Act, 2013. Internal Complaints

Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

No. of complaints of sexual harassment received in the year: Nil

No. of complaints disposed off during the year: Nil

No. of cases pending for more than 90 days: Nil Details of application Rule 8(5)(xi) of There are no applications made or any made under IBBI the proceedings pending under the Insolvency and

Companies

(Accounts) Bankruptcy Code, 2016 during the year.

Rules, 2014

Difference in Rule 8(5)(xii) There is no difference between amount of the valuation, if any ?f the valuation done at the time of one-time

Companies settlement and valuation done while taking loan

(Accounts) from the Banks or financial institutions. Rules, 2014

Maternity Benefit Act, Rule 8(5)(xiii) The Company affirms that it has duly complied 1961 of the with the provisions of the Maternity Benefit Act, Companies 1961 and has extended all statutory benefits to

(RAuclceos,u2n0t1s4) eligible women employees during the year.

Vigil Mechanism Section Whistle Blower-cum-Vigil Mechanism Policy 177(10) for the Directors and the Employees was adopted by the Board, and the same is in place and well implemented. The policy has also been uploaded on the website of the Company vide link https://spgeocl.com/policies/

Particulars of Rule 5(2) & (3) There are no employees whose remuneration

Employees of the was in excess of the limits prescribed under the Companies provisions of the Companies Act, 2013 read

(Appointment with the Companies (Appointment &

& Remuneration of Managerial Personnel) Rules,

Remuneration 2014 of Managerial Personnel) Rules,2014

Change in Share At the Extra Ordinary General Meeting held on 27th November, Capital 2024 the approval of the members was accorded to increase the authorised share capital from Rs. 4,00,00,000/- (Rupees Four Crores only) divided into 40,00,000 (Forty Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each to Rs. 20,00,00,000/- (Rupees Twenty Crores Only) divided into 2,00,00,000 (Two Crores) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

During the Financial Year there is no change in the paid-up Capital of the Company and the Issued, subscribed and fully paid-up share capital is 29,63,231 Equity shares of Rs. 10 each fully paid-up aggregating to Rs.2,96,32,310/ -.

Transfer of amounts Your Company did not have any funds lying unpaid or to IEPF unclaimed for a period of eight years. Therefore, there were no funds which were required to be transferred to Investor Education and protection fund (IEPF)

Events during the 1. At the Extra-ordinary General Meeting held on 15th year, if any November, 2024, the approval of the members by way of a

Special resolution was accorded to change the name of the Company from "Sri Priyanka Agro Enterprises Private Limited" to "Sri Priyanka Geo Commex Private Limited".

2. At the Extra-ordinary General Meeting held on 27th November, 2024, the approval of the members was accorded for the following:

a) Approval of conversion of status of Company from Private Company to Public Company

b) To consider and approve adoption of new set of Articles of Association (AOA) as per Companies Act, 2013

c) To consider and approve adoption of new set of Memorandum of Association (MOA) as per Companies Act, 2013

d) To consider and approve alteration of Main Object Clause of Memorandum of Association (MOA)

e) To consider and approve appointment of Mr. Nuthalapati Veera Vikram (DIN# 08047030) as Director of the Company

f) To increase the Authorized Share Capital and consequent amendment to the Memorandum of Association

g) To borrow money in excess of paid-up share capital, free reserves and securities premium under Section 180(1)(c) of the Companies Act, 2013

h) To create charge/ mortgage on the assets of the Company

i) Appointment of various intermediaries

3. At the Extra Ordinary General Meeting held on 15th February, 2025, the approval of the members was accorded for the following:

a) Appointment of Ms. Priya Rao (DIN: 00717336) as an Independent Director of the Company

b) Appointment of Mr. Velayutham Anburaj (DIN: 10836969) as an Independent Director of the Company

c) Appointment of Mr. Venkata Sai Shiv Prasad Nuthalapati (DIN: 01109986) as Chairman and Managing Director of the Company for a period of five years with effect from 15th February, 2025.

d) Appointment of Mr. Nuthalapati Veera Vikram (DIN: 08047030) as a Whole-Time Director of the Company

Compliance with The Directors have devised proper systems to ensure Secretarial Standards compliances with the provisions of applicable Secretarial

Standards and that such systems are adequate and operating effectively. Accordingly, the Company is in compliance with the applicable Secretarial Standards.

Unsecured loans The Company has borrowed money from relative of the

receded from Directors when it was a Private Company and the same is

DireCtor,s and their outstanding as on 31st March, 2025. The details of the unsecured relatives loans received from the Directors and his relatives are annexed

as an ANNEXURE III.

Dematerialization of As on the date of this report, entire (i.e. 100%) paid up capital Shares representing 1,17,78,842 Equity Shares are in dematerialized form. The tripartite agreement for dematerialisation of shares entered between the Company, Cameo Corporate Services Limited, National Securities Depository Limited and Central Depository Services (India) Limited remains in force.

The details of the Companys Registrar and Transfer Agent (RTA) are given below

The Companys ISIN is INE0WEN01019 REGISTRAR AND TRANSFER AGENT (RTA)

CAMEO CORPORATE SERVICES LIMITED Subramanian Building", No.1, Club House Road, Chennai - 600 002, Tamil Nadu, India Tel. No.: +91 44 4002 0700;

Fax: N.A.

Website: www.cameoindia.com

APPOINTMENT OF In accordance with Rule 9 of the Appointment of Designated DESIGNATED Person (Management and Administration) Rules 2014, it is PERSON essential for the company to designate a responsible individual

ANANAGEMENT for ensuring compliance with statutory obligations.

ADMINISTRATION)

RULES 2014 - RULE 9 The company has appointed the Company Secretary and OF THE Compliance Officer of the Company as the Designated person

COMPANIES ACT for furnishing, and extending co-operation for providing, 2013. information to the Registrar or any other authorised officer with respect to beneficial interest in shares of the Company and the same shall be reported in the Annual Return of the company.

Directors Responsibility Statement u/s. 134 (3)(c) & 134 (5):

i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) that the directors have 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 of the Company for that period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that the directors have prepared the annual accounts on a going concern basis.

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