SRM Energy Ltd Directors Report

10. Subsidiaries, Joint Ventures and Associate Companies

In reference to intimations given to BSE dated June 17, 2024, August 07, 2024 and September 05, 2024, wherein we had intimated the exchange and public at large, regarding the status of application filed by the Wholly-owned subsidiary i.e. SRM Energy Tamilnadu Private Limited under section 10 of the Insolvency and Bankruptcy Code, 2016 before the Honble NCLT, New Delhi. The said application was dismissed by the Honble NCLT vide its order dated August 06, 2024 and later on an appeal was filed by the WOS before the NCLAT, New Delhi bench, challenging the aforesaid order of Honble NCLT. In reference to the aforesaid, the Honble NCLAT vide its order dated April 28, 2025 has set aside the impugned order of the NCLT and has remanded back the matter to the NCLT to hear it afresh.

However during the year under review, Board in its meeting held on 22^nd July recommend the shareholders for their approval (through the process of Postal Ballot) for the transfer of investment (13,20,000 equity shares having face value of Rs. 10/- each) in the Wholly- owned Subsidiary i.e. M/s. SRM Energy Tamilnadu Private Limited to the Holding Company

i.e. M/s. Spice Energy Private Limited. The said sale of shares was completed on 26^th August, 2025 pursuant to shareholders approval through postal ballot dated 23^rd August, 2025.

Material Subsidiary

In terms of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in Regulation 24, i.e., with respect to the Subsidiary of the listed entity, does not apply to the Company during the period under review, on account of exemption granted under this Regulation, however, your Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the Listing Regulations. The Policy, as approved by the Board, is uploaded on the Companys Website, which can be viewed with the below link:

%70OD%70-%70Policy%70for%70Determining%70Material% 70Subsidiary.pdf

11. Deposits

During the Financial Year 2025-26, no deposit from the public was accepted/renewed nor there are any outstanding deposit during the said financial year. However, the Company has duly complied with the requirements of filing of return to ROC in the form DPT-3 w.r.t. the amount which are the exempted deposits in terms of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014.

12. Statutory Auditor & Auditors Report Statutory Auditor

The tenure of M/s. Saini Pati Shah & Co. LLP, Chartered Accountants, as the Statutory Auditors of the Company concluded at the 38th Annual General Meeting of the Company. And the board on recommendation of audit committee appointed M/s. Rajat Associates, Chartered Accountants (FRN: 001885C & Peer Review Certificate No. 15943) were appointed as the Statutory Auditors of the Company in 38th AGM held on 26^th September, 2026 for a term 5 (five) consecutive years, to hold office till the conclusion of 43rd AGM (to be held in 2030) of the Company.

Auditors Report

The Report given by the Auditors (M/s Rajat Associates) on the financial statements of the Company is part of this Report. The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Act.

Further, basis the confirmations reported by the Auditor to the Board, there were no instances of fraud, misfeasance or irregularity detected and reported in the Company by the Statutory Auditor during the Financial Year 2025-26, however Auditors have expressed their qualified opinions in their report which are as below:

a) Qualified Opinions expressed in Auditors Report on Standalone Financial Statements of the Company

In terms of Section 134(3)(f), the para wise explanations or comments by the Board of Directors of the Company on each Qualified opinions of the Auditors are as follows:

a) Explanation of the Board of Directors on the qualified opinions expressed in Auditors Report on Standalone Financial Statements of the Company:

i) The Company has prepared its financial statements on a going concern basis, while the new Management is taking efforts to revive the Company

ii) Due to open offer and change in management of the Company the new Management is taking efforts to revive the Company

13. Internal Auditor & their Report

The Company has engaged M/s. A S N & Company, Chartered Accountants (FRN: 022977N), as the Internal Auditors of the Company for the Financial Year 2025-26 and their reports are reviewed by the audit committee from time to time. The internal audit assists the Company to review the operational efficiency and the internal controls.

The Internal Auditor has not reported any qualification, reservation or adverse opinion during the period under review.

14. Secretarial Auditor & Secretarial Audit Report

A Secretarial Audit Report for the year ended 31st March, 2026, in prescribed form, duly audited by M/s. HSPN AND ASSOCIATES LLP, (FRN: L2021MHE011400), Practicing Company Secretaries, is annexed as Annexure-2 herewith and forming part of the report.

There is no qualification, reservation or adverse remark made by the Secretarial Auditor in its report.

During the year, due to open offer and change in management of the Company the existing secretarial auditors of the Company M/s. S K Nirankar & Associates resigned w.e.f 16^th March, 2026. While, Board in their meeting held on 20^th May, 2026 appointed M/s. HSPN & Associates LLP as Secretarial Auditors of the Company for a period of five (5) years from 2025-2026 to 2029-2030 and their appointment was approved by shareholders through postal ballot dated 23^rd June, 2026.

15. Disclosure about Cost Audit

The provisions of maintenance of cost audit records and filings are not applicable to the Company.

16. Share Capital

During the year under review, the Company has not issued / offered any equity shares, sweat equity shares, shares under the Employee Stock Option Scheme, debentures, bonds or any other kind of securities and has neither bought back any of its securities.

Hence, during the Financial Year 2025-26 no changes took place in the capital structure of the Company.

Authorized Share Capital:

The Authorized Share Capital of the Company as at March 31, 2026 is Rs. 11,30,00,000/- (Rupees Eleven Crore Thirty Lakhs) divided into 1,13,00,000 Equity Shares of Rs. 10/- (Rupees Ten) each.

Issued & Subscribed Share Capital:

The Issued, Subscribed and Paid-up Capital of the Company as at March 31, 2026 is Rs. 9,06,00,000/- (Rupees Nine Crore Six Lakhs) divided into 90,60,000 Equity Shares of Rs. 10/- (Rupees Ten) each.

17. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo.

Members are requested to consider the details as mentioned herein below:

18. Details of policy developed and implemented by the Company on its Corporate Social Responsibility ("CSR") initiatives.

The provisions for CSR under the Companies Act, 2013 are not applicable to the Company for the year of reporting.

19. Directors and Key Managerial Personnel.

The Companys policy is to maintain an optimum combination of Executive and NonExecutive Directors on the Board. There is a change in the Board of Directors / Key Managerial Personnel of the Company during the year under review which are detailed below:

Changes in Directors and Key Managerial Personnel (KMP)

a) Changes in Directors during the year under review:

i) . Mr. Vijay Kumar Sharma, was resigned as director (in capacity of non-executive and non-independent) by the Board of Directors of the Company in Board Meeting dated on 16 March 2026.

ii) . Mrs. Tanu Agarwal, was resigned as director (in capacity of non-executive and independent) by the Board of Directors of the Company in Board Meeting dated on 16 March 2026.

iii) . Mr. Prashant Chohun, was resigned as director (in capacity of non-executive and independent) by the Board of Directors of the Company in Board Meeting dated on 16 March 2026.

iv) . Mr. Umesh Narpatchand Sanghvi, who was appointed as Additional Director (in the capacity of Managing Director) by the Board of Directors of the Company w.e.f. March 16, 2026 was regularized by the shareholders in postal ballot on 23^rd June 2026.Also, Appointed Chief Financial Officer w.e.f 26^th March, 2026.

v) . Mrs. Sapna Umesh Sanghvi, who was appointed as Additional Director (in the capacity of Non-Executive and Non-Independent Promoter Director) by the Board of Directors of the Company w.e.f. March 16, 2026 was regularized by the shareholders in postal ballot on 23^rd June 2026.

vi) . Mrs. Pooja Navnit Maheshwari, who was appointed as Additional Director (in the capacity of Non-Executive Independent Director) by the Board of Directors of the Company w.e.f. March 16, 2026 was regularized by the shareholders in postal ballot on 23^rd June 2026.

vii) . Mr. Gopal Ajay Malpani, who was appointed as Additional Director (in the capacity of Non-Executive Independent Director) by the Board of Directors of the Company w.e.f. March 16, 2026 was regularized by the shareholders in postal ballot on 23^rd June 2026.

b) Change in KMP:

i) . Mr. Sharad Rastogi, was resigned as Whole Time Director in the board meeting held on 16 March 2026 ,and w.e.f from the close of business hours of March 25, 2026.

ii) . Mr. Pankaj Gupta, was resigned as Company Secretary and Compliance officer by the Board of Directors of the Company in Board Meeting dated on 16 March 2026.

iii) . Mr. Raman Kumar Mallick, was resigned as Chief Financial Officer by the Board of Directors of the Company in Board Meeting dated on 16 March 2026.

iv) Mr.Umesh Narpatchand Sanghvi was appointed as Chief Financial Officer by the Board of Directors of the Company in Board Meeting dated on 26^th March 2026.

v) Board appointed Mr. Jitendra Patil as Company Secretary & Compliance Officer w.e.f 1^st May, 2026 in their meeting held on 28^th April, 2026.

Recommendation to the shareholders for appointment of Directors

a) In terms of Section 152(6) and other applicable provisions of the Companies Act, 2013 read with the Articles of Association of the Company, Mrs. Sapna Umesh Sanghvi (DIN: 03551520), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. A brief resume and other details of Mrs. Sapna Umesh Sanghvi, who is proposed to be re-appointed as Director of your Company has been included in the Notice of the ensuing Annual General Meeting.

Declaration of Independent Directors and Familiarization Program

The Company has received necessary declarations from the Independent Directors confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they have registered their names in the Independent Directors Data Bank. The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act.

The Company conducts a familiarization program in which various amendments in the Companies Act, 2013 and Amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are discussed.

Formal Annual Evaluation

A formal evaluation of the performance of the Board, its committees and the individual directors was carried out for the year 2025-26. The evaluation was done using individual questionnaires covering the vision, strategy & role clarity of the Board and other material and important aspects.

21. Nomination and Remuneration Committee

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and applicable listing regulations, , your Company has constituted a Nomination and Remuneration Committee of the Board of Directors.

The Company has in place a policy formulated by the Board of Directors of the Company relating to the remuneration for the Directors, Key Managerial Personnel, Senior management and other employees and also the criteria for determining the qualification, positive attributes and independence of Directors. The Committee functions as per the policy and also monitors the remunerations of the KMPs along with the requisite qualifications w.r.t their appointments.

Composition of Nomination and Remuneration Committee during the financial year 2025-26 is as follows:

Meetings of the Nomination and Remuneration Committee and attendance thereat.

During the Financial Year 2025-26, the Nomination and Remuneration Committee met 2 (Two) times, on the following dates:

22. Stakeholders Relationship Committee

The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and applicable listing regulations.

The Prime responsibility of the Stakeholders Relationship Committee is to ensure that the proper liasoning is established with the shareholders of the Company and the grievances of security holders are resolved efficiently and effectively i.e. within the given time period and in a compliant manner.

Composition of Stakeholders Relationship Committee:

Meetings of the Stakeholders Relationship Committee and attendance thereat.

During the Financial Year 2025-26, the Stakeholders Relationship Committee met 2 (Two) times, on the following dates:

23. Particulars of loans given, investments made, guarantees given and securities provided.

The Company has neither granted any Loans, extended any Guarantees or provided any Securities nor made any Investments during the Financial Year 2025-26, pursuant to the provisions of Companies Act, 2013.

24. Particulars of contracts or arrangements made with related parties.

During the Financial Year 2025-26, your Company has not made any new contracts with related parties pursuant to Section 188 of the Companies Act, 2013.

25. Managerial Remuneration

Disclosure pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided below:

a) The Ratio of the remuneration of each Director to the Median remuneration of the employees of the Company for the year 2025-26:

- None of the Directors of the Company has drawn any remuneration in any form during the Financial Year 2025-26, hence no such ratio could be calculated.

b) The percentage increase in remuneration of each Director, CFO, CEO, CS or Manager in the Financial Year:

- None of the Directors of the Company has drawn any remuneration in any manner whatsoever from the Company during the year and hence there was no such event of increase in the remuneration of any of the Directors during the Financial Year 2025-26.

-Increase in the remuneration of the Chief Financial Officer and Company Secretary of the Company had taken place during the year of reporting as compared to the previous year. The percentage increase in the remuneration was as follow:

c) The percentage increase in the median remuneration of employees in the Financial Year

- There were no employees on the payroll of the Company other than CFO and CS of the Company. The percentage increase in the median remuneration of the employees of the Company is 8.78.

d) The number of permanent employees on the roll of the Company:

- During the year 2025-26, two employees were on the payroll of the Company which are the Company Secretary and the Chief Financial Officer.

e) Average percentile increase is 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:

- As explained above, there is no employee on the roll of the Company other than the managerial personnel (CS and CFO). Hence, no such comparison can be drawn.

f) The Remuneration is as per the remuneration policy of the Company.

g) The names of the top 10 employees during the year of reporting in terms of remuneration are:

h) There were no employees in the Company during the year who were in receipt of remuneration in excess of Rs. 1,02,00,000/- per annum or Rs. 8,50,000/- per month.

26. Risk Management Policy

Your Company has in place a Risk Management Policy, which includes the identification of elements of risk and its severity, that may impact the existence of the Company and its business operations. Though the applicability of the risk management committee does not apply to the Company. However, the Audit Committee of the Board is entrusted to ensure the Risk Management Policy and System.

The Board of Directors has a Risk Management Policy which is available on the Companys website with the below link:

27. Management Discussion and Analysis Report

In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, a Management Discussion and Analysis Report has been prepared as Annexu re C and the same is forming part of this Report.

28. Corporate Governance

As per regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the corporate governance provisions as specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V, shall not apply in respect of the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year. At present, the Companys Paid up capital is Rs. 9.06 Crores and the net worth is Rs. (3.79) Crores in negative, which is within the threshold limits as prescribed in the aforesaid regulation to avail the exemptions, therefore it has not complied with the aforesaid requirements of the Corporate Governance and hence the said report is not annexed.

29. Annual Secretarial Compliance Report

Your Company being eligible has claimed exemption under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to BSE for submitting Annual Secretarial Compliance Report. Such exemption was duly filed to the exchange.

30. Listing of Securities

The Companys Securities are currently listed on Bombay Stock Exchange Limited (BSE Limited) with ISIN- INE173J01018 and scrip code 523222. The annual listing fees for the Financial Year 2025-26 and 2026-27 have been paid to the exchange.

31. Directors Responsibility Statement

The Financial Statements of the Company were prepared in accordance with Indian Accounting Standards (Ind AS).

In terms of Section 134(5) of the Companies Act, 2013, the Directors would like to state/confirm that:

(a) in the preparation of the annual accounts for the Financial Year ended on 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the appropriate accounting policies have been selected and applied 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 202526 and of the profit and loss of the Company for that period;

(c) the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; the annual accounts for the Financial Year ended on 31st March, 2026 have been prepared on a going concern basis;

(d) the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively, and

(e) 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.

32. Transfer of unclaimed dividend to Investor Education and Protection Fund

During the Financial Year 2025-26, no such event has arisen as the Company has not declared dividend for the concerned years. Hence, the provisions of Section 125(2) of the Companies Act, 2013 do not apply.

33. Secretarial Standards

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards, i.e., SS-1 and SS-2 issued by the Institute of Companies Secretaries of India.

34. Prevention of Sexual Harassment of Women at the Workplace

In terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company is exempted from compliance under said provisions. Hence, no Internal Complaint Committee (ICC) is constituted during the period under review.

35. Compliance with the Provisions of Maternity Benefit Act, 1961.

The Company is fully aware of and remains committed to complying with the provisions of Maternity Benefit Act, 1961. There are currently no women employees on its roll as on date as it has two male employees only, therefore the provisions of maternity Benefit Act, 1961 are not applicable to the Company.

36. Order of Court / Tribunal

The status of application filed by the Wholly-owned subsidiary i.e. SRM Energy Tamilnadu Private Limited under section 10 of the Insolvency and Bankruptcy Code, 2016 before the Honble NCLT, New Delhi. The said application was dismissed by the Honble NCLT vide its order dated August 06, 2024 and later on an appeal was filed by the WOS before the NCLAT, New Delhi bench, challenging the aforesaid order of Honble NCLT. In reference to the aforesaid, the Honble NCLAT vide its order dated April 28, 2025 has set aside the impugned order of the NCLT and has remanded back the matter to the NCLT to hear it afresh. However, during the period under review, board has sold the investments in the said subsidiary and the SRM Energy Tamilnadu Private Limited has ceased to be subsidiary of the Company.

Apart from that, the Company has not suffered any significant/ material order from any court or tribunal impacting its going concern status and/ or the Companys operation in future

37. Details of One-time settlement with Banks.

The Company has not made any one-time settlement or any settlement with any Banks or Financial Institutions.

38. Details of Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

No application has been made under the Insolvency and Bankruptcy Code by or against the Company till the date of this report,hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

However, as disclosed above, the Wholly owned subsidiary of the Company has made an Application under Section 10 of the Insolvency and Bankruptcy Code, 2016.

39. Confirmation Under Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 On Downstream Investment

The Company has not made any downstream investment as per Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 and accordingly the necessary confirmation of complianceis not applicable to the Company.

40. Acknowledgements

Your directors are pleased to place their gratitude to all the shareholders of the Company, the Bank and Government Authorities for their co-operation to the Company. Your directors are also grateful to the employee/ s for their dedication and support given to the Company, especially in this adverse position.