SRM Energy Ltd Directors Report

Summary of the Financial Statements of the Company for the year under review is as under:

(Rs. in Lakhs)

In view of accumulated losses during the financial year 2024-25, the Board of Directors of the Company has not recommended any dividend on the equity shares of the Company.

There is no surplus available to be carried forward to reserves. However, the negative balance in the Profit and Loss account has been duly accounted for.

Your company has not conducted any effective business operations during the year under review. Since the companys overall financial situation was unfavorable, any potential business opportunities could not be found. The companys negative net worth increased from Rs. (371.99) Lakhs to Rs. (410.23) Lakhs due to the fact that it did not conduct any business operations during the reporting year and no revenue was generated. Also, the accumulated losses of the Company have been increased to Rs. (1,316.23) Lakhs. As already reported for many years the project in the subsidiary could not took off and has been in the abandoned stage. In this situation the management of your Company is focused to find a suitable business opportunity or investment and to ensure that all the respective and applicable laws are being complied and keep its status as going concern.

The Company is dependent on its holding company for its day-to-day expenses on account of operational, administrative and statutory compliances.

Material Events during the year under review and till the date of signing of this report.

a) During the year of reporting, M/s. SRM Energy Tamilnadu Private Limited (the Wholly-owned Subsidiary of the Company) had made an application before Honble National Company Law Tribunal ("NCLT"), New Delhi Bench, under Section 10 of Insolvency and Bankruptcy Code, 2016 for initiation of its Corporate Insolvency Resolution process on account of not being able to make payment of Rs. 43.26 crores outstanding against one of the persons belonging to the Promoter group as the said amount is being demanded by SEBI as garnishee.

Honble NCLT had dismissed the application vide its order dated August 06, 2024, on the ground of maintainability, which the WOS had challenged before Honble National Company Law Appellate Tribunal ("NCLAT"). Honble NCLAT vide its order dated April 28, 2025 remanded back the matter/application to the Honble NCLT to hear it afresh. The matter is now pending before the Honble NCLT, New Delhi Bench. Any further material updates on the matter will be updated to the public at large in due course of time.

b) Your Company has decided to Sale or Dispose of its investments in the Wholly owned subsidiary by way of transfer of Investment (Equity Shares) in M/s. SRM Energy Tamilnadu Private Limited (the Wholly-owned Subsidiary) to M/s. Spice Energy Private Limited (the Holding and Promoter Company), and in this regard it has conducted the postal ballot process to accord your approval. In regard to the aforesaid process, the holding Company had shown its intention to acquire the entire investment of the Company in its Wholly-Owned Subsidiary at a lump sum consideration of Rs. 1.00 Lakh.

The said postal ballot process is completed on August 22, 2025 and the said investments in the WOS shall stand transferred to the Holding Company.

The nature of Business of the Company is Generation of power and there has been no change in same during the year under review.

The Audited Financial Statements of the Company drawn up both on a standalone and consolidated basis, for the financial year ended March 31, 2025, in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 ("Ind AS") notified under Section 133 of the Act, read with relevant rules and other accounting principles. As the Company had a Wholly-Owned Subsidiary as on March 31, 2025, the Consolidated Financial Statements of the Company have also been prepared in accordance with Ind AS and relevant provisions of the Act based on the financial statements received from the subsidiary company, as approved by their Board of Directors.

The Board has reviewed the affairs of the Subsidiary Company during the Financial Year. The audited Standalone and Consolidated Financial Statements for the F.Y. 2024-25 are provided in this Annual Report.

Your Company has maintained a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls which commensurate with the size, scale and complexity of its business operations.

Despite having no effective business operations in the Company, the Company remains committed to maintain a sound internal control environment and ensuring compliance with all applicable laws and regulations. The Audit Committee reviews at regular intervals the Internal Financial Control and Risk Management system and also the Statutory Auditors confirm that the Companys Internal Financial control is adequate. The report on the Internal Financial Control issued by M/s. Saini Pati Shah & Co, LLP, Chartered Accountants, Statutory Auditors of the Company in compliance with the provisions under the Companies Act, 2013, is forming part as Annexure B of the Auditors Report for the F.Y. 2024-25.

In terms of Section 92(3) of the Companies Act, 2013, the Annual Return of the Company as per MCA notification dated 25th August, 2020 is available on the website of the Company and the same can be obtained with the below link: http://www.srmenergy.in/Home/AnnualReturns.

10. Subsidiaries, Joint Ventures and Associate Companies

As on March 31, 2025, your Company had one Wholly Owned Subsidiary Company (WOS) viz. SRM Energy Tamilnadu Private Limited. As disclosed under Point 4(b) of this report, the said company has ceased to be the WOS of the Company pursuant to the approval of the shareholders of the Company received through postal ballot process concluded on August 22, 2025.

Apart from above, the Company has no Subsidiary, Joint Venture and Associate Company as on March 31, 2025 and thereafter, till the signing of this Report.

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: http://www.srmenergy.in/Data/Documents/SRM%20Energy%20-%20OD%20-%20Policy%20for%20Determining%20Material% 20Subsidiary.pdf

Performance and Financial Position of each of the Subsidiaries, Associates and Joint Venture Companies included in the Consolidated Financial Statements.

The Board has reviewed the affairs of the Companys Subsidiary i.e. M/s. SRM Energy Tamilnadu Private Limited at regular intervals regular intervals during the reporting financial year. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated Financial Statements incorporating the Financial Statements of Subsidiary which form part of the Annual Report. A separate statement containing the salient features of the Financial Statements of the Companys subsidiary, in the prescribed Form AOC-1 is annexed hereto as Annexure-1. This statement also provides details of the performance and financial position of the Subsidiary of the Company. Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, these financial statements are also placed on the Companys website at http:// www.srmenergy.in/Home/AnnualReports

The Board has also explained about the material developments with the Subsidiary Company above at Point No. 4.

11. Deposits

During the Financial Year 2024-25, 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

At the Annual General Meeting held on 30th September, 2020, M/s Saini Pati Shah & Co. LLP, Chartered Accountants (FRN: 137904W/W100622) was appointed as Statutory Auditor of the Company for a period of consecutive 5 years to hold office till the conclusion of the ensuing Annual General Meeting of the Company.

The tenure of M/s. Saini Pati Shah & Co. LLP is set to expire at the ensuing Annual General Meeting, accordingly, in view of the requirement of rotation of the Statutory Auditors in accordance with section 139 of the Companies Act, 2013 and based on the recommendation of the Audit Committee, the Board has recommended the appointment of M/s. Rajat Associates, Chartered Accountants (FRN: 001885C & Peer Review Certificate No. 15943) as the Statutory Auditors of the Company for a term of 5 (five) consecutive financial years (2025-26 to 2029-30), commencing from the conclusion of the ensuing 38th Annual General Meeting till the conclusion of the ensuing 43rd Annual General Meeting of the Company to be held in the calendar year 2030, to examine and audit the accounts of the Company. M/s. Rajat Associates, Chartered Accountants, has submitted a certificate, as required under section 139(1) of the Act confirming that they meet the criteria provided in section 141 of the Act. Their appointment is subject to the approval of the Members of the Company at the ensuing AGM.

A resolution seeking their appointment forms part of the Notice convening the 38th AGM and is recommended for consideration and approval of the Members of the Company.

Auditors Report

The Report given by the Auditor (M/s Saini Pati Shah & Co, LLP) 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 2024-25, 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

i) We draw attention to Note 2.3 included in notes to the standalone financial statements which describes that the Company has no business operations and is continuously incurring cash losses. The Company has accumulated losses and its net worth has been fully eroded. Further, its current liabilities exceeded its current assets as at the balance sheet date. In the absence of any supportive audit evidence, there is material uncertainty of the Companys continuity as going concern and its ability to meet its financial and operational obligations as and when they fall due.

ii) We draw attention to Note 4(ii) included in notes to the standalone financial statements which describes that the Company has equity investment in wholly owned subsidiary company amounting to Rs 132.00 lakhs. As the subsidiary has no business operations and is continuously incurring cash losses, has accumulated losses and its net worth has been fully eroded, its current liabilities exceeded its current assets as at the balance sheet date, the entire investment should be provided for impairment. However, the management believes that the investment in subsidiary is good for recovery. In the absence of any supportive audit evidence, we are unable to comment on the recoverability of this investment. Had the Company made the provision, the loss for the year would have been higher by Rs 132.00 lakhs and the investment as at that date would have been lower by Rs 132.00 lakhs.

b) Qualified Opinions expressed in Auditors Report on Consolidated Financial Statements of the Company.

i) We draw attention to Note 2.4 included in notes to the consolidated financial statements which describes that the Group has no business operations and is continuously incurring cash losses. The Group has accumulated losses and its net worth has been fully eroded. Further, its current liabilities exceeded its current assets as at the balance sheet date. In the absence of any supportive audit evidence, there is material uncertainty of the Groups continuity as going concern and its ability to meet its financial and operational obligations as and when they fall due.

ii) We draw attention to Note 15(ii) included in notes to the consolidated financial statements which describes that the SRM Energy Tamilnadu Private Limited (SETPL), a wholly owned subsidiary, during the previous year has received an Attachment Order from Securities and Exchange Board of India (SEBI) attaching and directing to remit the loan amount of Rs 4,326.56 lakhs given to SETPL by Mr. Gagan Rastogi to SEBI. SETPL expressed its inability to remit the amount demanded to SEBI Recovery Officer quoting adverse financial position of the Group. In the absence of any appropriate audit evidence including third party confirmation and in lieu of the aforesaid ongoing recovery proceedings and communications between SETPL and SEBI, we are unable to comment on the consequential impact(s), if any, on these consolidated financial statements.

iii) We draw attention to Note 11(i) included in notes to the consolidated financial statements which describes that SRM Energy Tamilnadu Private Limited (SETPL), a wholly owned subsidiary, in financial year 2022-23 sold balance portion of land for a sale consideration of Rs. 14.86 lakhs incurring loss of Rs 10.16 lakhs. In the absence of sale agreement pertaining to the transfer of title and any other appropriate audit evidence, we are unable to comment on the sale proceeds and resultant loss and additional financial implications, if any, on these consolidated financial statements.

iv) We draw attention to Note 6 included in notes to the consolidated financial statements which describes that SRM Energy Tamilnadu Private Limited (SETPL), a wholly owned subsidiary, in the previous year has made provision for doubtful capital advance of Rs. 60.10 lakhs recoverable from a supplier. In the absence of any appropriate audit evidence including any legal proceedings initiated by the Group against the supplier, we are unable to comment on the appropriateness of the provision and additional financial implications, if any, on these consolidated financial statements.

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, based on the possible financial support as expected from the parent company until some business projects are introduced

ii) The Management of the WOS had decided to approach to the NCLT u/s 10 of the IBC and the matter is still on going. Accordingly, the management is hopeful that it shall receive resolution for this Company and hence, it is believed that the said investment in the WOS has not lost its value.

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

i) The Company has prepared its financial statements on a going concern basis, based on the possible financial support as expected from the parent company until some business projects are introduced.

ii) The matter is under observation of the Management and is aware of the facts. However, till the date of preparation of this statement on impact of audit qualification, no further communication has been received from SEBI.

iii) Lands sold off by WOS (in the previous year) were in piecemeal, not cordoned and scattered under remote villages falling under various Sub-Registrars. Regional language, remoteness adds woes to the management in selling such piecemeal lands and is entirely dependent upon local representatives for the successful land deals.

Management has already provided most of the sale deeds of land. However, few of land sale agreements could not be arranged due to the logistical issues. As to arrange the same an additional expenses has to be incurred to travel to the village registrar offices in Tamil Nadu. Though WOS is still trying to arrange the same. Moreover, the sale proceeds have been received through the banking channels, which is an evidence to such land sale and should satisfy the audit requirements. The management is making required efforts to arrange the rest of the deeds.

iv) As per the last communication held with the management of the WOS on this matter, no further development is reported, as they could not trace the supplier. Emails and letters sent to them have returned undelivered.

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 2024-25 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.

The Board of Directors of the Company, on the recommendation of the Audit Committee, has reappointed M/s. A S N & Company, Chartered Accountants (FRN: 022977N), as the Internal Auditors of the Company for the financial year 2025-26.

14. Secretarial Auditor & Secretarial Audit Report

A Secretarial Audit Report for the year ended 31st March, 2025, in prescribed form, duly audited by M/s. S. K. Nirankar & Associates, 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.

Further, as per the amended provisions of regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, every listed entity shall:

However, the Company is exempted from complying with the requirements of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, pursuant to the exemptions available in sub-regulation (2) of Regulation 15 of the aforesaid Listing Regulations. Accordingly, the Company has considered to re-appoint M/s. S.K. Nirankar & Associates as the Secretarial Auditors of the Company for one financial year i.e., for the Financial Year 2025-26, in terms of the Companies Act, 2013 read with rules thereunder. Also, adhering to the aforesaid exemptions, Secretarial compliance report is not submitted.

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 2024-25 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, 2025 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, 2025 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 Non-Executive Directors on the Board. There is a change in the Board of Directors / Key Managerial Personnel of the Company which are detailed below:

Changes in Directors and Key Managerial Personnel (KMP):

a) Changes in Directors:

Mrs. Tanu Agarwal, who was appointed as Additional Director (in the capacity of Non-Executive and Independent Director) by the Board of Directors of the Company w.e.f. March 28, 2024 was regularized by the shareholders at the 37th AGM of the Company for a period of 5 years commencing from March 28, 2024 to March 27, 2029.

Apart from above there was no change in the Board of Directors of the Company.

b) Change in KMP: During the year under review and thereafter till the signing of this report, there has been no change in the KMPs of the Company.

Recommendation to the shareholders for appointment of Directors

In terms of Section 152(6) and other applicable provisions of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Vijay Kumar Sharma (DIN: 03272034), 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 Mr. Vijay Kumar Sharma, 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.

The details of the familiarization program imparted to Independent Directors are available on the website of the Company and can be viewed on the following link: http://www.srmenergy.in/Home/Policies.

Formal Annual Evaluation

A formal evaluation of the performance of the Board, its committees and the individual directors was carried out for the year 2024-25. The evaluation was done using individual questionnaires covering the vision, strategy & role clarity of the Board and other material and Important aspects.

As part of the evaluation process, the Performance evaluation of all the Directors has been done by all the other Directors (except himself & herself) and the Directors have also evaluated the performance of the Board and its Committees as a whole. The Directors expressed satisfaction with the evaluation process.

Number of meetings of the Board of Directors

Your Board meets at regular intervals to discuss and decide on various financial matters, legal and compliance matters, and other businesses. During the year under review, 4 (Four) Board Meetings were convened and held and the interim gap between the meetings was as per the period prescribed under the Companies Act, 2013.

20. Audit Committee

The primary objective of the audit committee is to ensure and monitor the financial affairs of the Company, its reporting etc. It is also entrusted to ensure the effective control relating to financial transactions and accounting activities of the Company. The Committee further acts as a link among the Management, the Statutory Auditors, the Internal Auditors and the Board of Directors to oversee the financial affairs and the reporting process. The members of the Committee are with requisite knowledge in financial, accounting and business matters. Minutes of the audit committee meetings are circulated to the Committee and Board members.

The constitution of the audit committee is in conformity with the Companies Act, 2013 and the Listing Regulations. The recommendations made by the Audit Committee during the year were accepted by the Board.

The Audit Committee meets regularly. The Chief Financial Officer, Statutory Auditors and Internal Auditors are invitees to the meetings of the Audit Committee. The Company Secretary acts as the secretary to the Audit Committee.

Composition of Audit Committee during the financial year 2024-25 is as follows:

Meetings of the Audit Committee and attendance thereat.

During the Financial Year 2024-25, the Audit Committee met 4 (Four) times, on the following dates:

Details of the Establishment of Vigil Mechanism for Directors and Employees

In order to ensure that the activities of the Company are conducted in a fair and transparent manner by adoption of the highest standards of professionalism, honesty, integrity and ethical behavior, the Company has adopted a vigil mechanism policy. There is direct access to the Chairperson of the Audit Committee to raise any concern or complaints in this regards.

The said policy is available on the Companys website and can be viewed with the link below:

http://www.srmenergy.in/Data/Documents/SRM%20Energy% 20-%20OD%20-%20Whistle%20Blower.pdf

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. Such Policy is annexed in this report as Annexure-3. 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 2024-25 is as follows:

Meetings of the Nomination and Remuneration Committee and attendance thereat

During the Financial Year 2024-25, 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 2024-25, the Stakeholders Relationship Committee met on May 28, 2024 in which 2 (two) out of 3 (three) members of the Stakeholders Relationship Committee were present.

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 2024-25, pursuant to the provisions of Companies Act, 2013.

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

During the Financial Year 2024-25, your Company has not made any new contracts with related parties pursuant to Section 188 of the Companies Act, 2013. Like previous years there were instances of transactions with related party as detailed below: As informed earlier, M/s Spice Energy Private Limited (the holding Company) a related party as per Section 2(76) of the Companies Act, 2013, has provided unsecured loans to our Company to fulfill the Companys requirements related to legal expenses and necessary statutory compliances. However, during the year under review, the Company has not obtained any loans from the Wholly-Owned Subsidiary of the Company. Such loan transactions do not fall under the criteria of Section 188 of the Companies Act, 2013. All these transactions are material related party transactions in terms of Reg 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, however, the compliances under this regulation are not applicable to the Company as per exemption given under Regulation 15(2) of the said regulations.

The Company has taken omnibus approval from the audit committee for above mentioned transactions as per provisions of Section 177 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 2024-25:

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

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

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

e) 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:

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:

http://www.srmenergy.in/Data/Documents/SRM%20 Energy%20-%20OD%20-%20Risk%20Management.pdf

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 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. -4.11 Crores, 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 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 2024-25 and 2025-26 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, 2025, 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 2024-25 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, 2025 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 2024-25, 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. 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.

37. Order of Court / Tribunal

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

38. 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.

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 compliance is 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.