Sungarner Energies Ltd Directors Report

To,

The Members,

SUNGARNER ENERGIES LIMITED

Dear Members,

Your directors have pleasure in presenting you the 10 th Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31 st March, 2025.

FINANCIAL PERFORMANCE: -

The Companys financial performance the following are the financial results of the Company for the

year ended 31 st March, 2025

STANDALONE:

(Amount in Lakhs)

	AMOUNT	AMOUNT
PARTICULARS	(2024-25)	(2023-24)
Revenue from Operations	2786.34	1797.10
Other Income	12.39	16.04
Total Revenue	2798.73	1813.14
Cost of Material consumed	1917.76	1401.81
Purchase of stock in trade	-	-
(Increase)/decrease in the inventories of work in progress & finished goods	(178.97)	(395.06)
Employee Benefit Expenses	424.42	339.72
Finance Cost	129.89	39.78
Depreciation and Amortization Expenses	22.02	13.81
Other Expenses	295.57	260.35
Total Expenses	2610.69	1660.42
Profit/ Loss Before Tax	188.04	152.72
Exceptional Items	-	-
Less: Tax Expense
Current Tax	43.39	54.08
Deferred tax	10.18	(5.48)
Profit for the Year	134.47	104.12

CONSOLIDATED:

(Amount in Lakhs)

	AMOUNT	AMOUNT
P A R T I C U L A R S	(2024-25)	(2023-24)
Revenue from Operations	3349.07	1768.92
Other Income	15.00	16.04
Total Revenue	3364.06	1784.96
Cost of Material consumed	2441.10	1347.23
Purchase of stock in trade	-	-
(Increase)/decrease in the inventories of work in progress	(242.80)	(432.13)
& finished goods
Employee Benefit Expenses	439.72	341.45
Finance Cost	134.13	39.78
Depreciation and Amortization Expenses	24.02	13.81
Other Expenses	335.90	317.57
Expenses	3132.06	1627.71
Profit Before Tax	232.00	157.24
Exceptional Items	-	-
Less: Tax Expense
Current Tax	54.94	55.48
Deferred Tax	11.45	(5.48)
Profit for the Year	165.62	107.24

REVIEW OF OPERATIONS & STATEMENT OF COMPANYS AFFAIRS: -

The Company recorded a standalone total turnover of Rs. 2798.73/- Lakhs during the year as against Rs. 1813.14/- Lakhs in the previous year and the Company has earned a profit after tax of Rs. 134.47/- Lakhs as compared to the profit after tax of Rs. 104.12/- Lakhs in the previous financial year. The management of the Company is putting their best efforts to improve the performance of the Company. Further the company has recorded turnover of Rs. 3364.06/- Lakhs on consolidated basis.

DIVIDEND

The Board of Directors has not recommended any dividend for the financial year ended on 31 st March, 2025.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

TRANSFER TO RESERVE

During the current year, the company has transferred INR 134.47/- Lakhs into the General Reserve of the Company as on 31 st March 2025.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

However, after the closure of financial year under review, the Registered Office of the Company has been shifted from 1/5322 S/F Plot No. 19A Gali No-13, Balbir Ngr. Ext., New Delhi-110032 to Innov8 CP2 44, Backary Portion, 2nd Floor, Regal Building, New Delhi G.P.O., New Delhi-110001.

CHANGE TN THE NATURE OF BUSINESS, IF ANY:

During the reporting period there was no changes in the nature of the business of the Company.

SHARE CAPITAL

The Authorized Share Capital of the Company is INR 5,50,00,000/- (Indian Rupees Five Crore and Fifty Lakh Only) divided into 55,00,000 (Fifty-Five Lakh) Equity Shares of INR 10/- each. During the year under review, there was no change in the Companys issued, subscribed and paid-up equity share capital. On 31 st March, 2025.

The paid-up capital stood at INR 2,31,87,500/- (Indian Rupees Two Crore Thirty-One Lakhs Eighty-Seven Thousand Five Hundred Only) divided into 23,18,750 (Twenty-Three Lakhs Eighteen Thousand Seven Hundred Fifty only) Equity Shares of INR 10/- each.

LISTING INFORMATION

The Equity Shares in the Company are continued to be listed with NSE EMERGE Platform and in dematerialized form. The ISIN No. of the Company is INE0O3O01017.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company Equity Shares is listed at National Stock Exchange of India Limited (Emerge Platform). The Annual Listing fee for the year 2024-25 has been paid.

NUMBER OF MEETINGS OF THE BOARD

During the period under review, total 18 (Eighteen) Meetings of the board were held on the dates mentioned below:

• 22 nd April, 2024

• 06 th May, 2024

• 09 th May, 2024

• 29 th May, 2024

• 01 st July, 2024

• 02 nd August, 2024

• 09 th August, 2024

• 21 st August, 2024

• 15 th October, 2024

• 14 th November, 2024

• 02 nd December, 2024

• 18 th December, 2024

• 08 th January, 2025

• 17 th January, 2025

• 14 th February, 2025

• 18 th February, 2025

• 04 th March, 2025

• 28 th March, 2025

The gap between the Board Meetings was within the period prescribed under Companies Act, 2013 and Secretarial Standard issued by the ICSI.

The Attendance in the Meetings of the Board is mentioned below:

S. No.	Name of Director	Designation	Category	No. of Board Meeting eligible to attend	No. of Meetings attended
1	Mr. Sumit Tiwari	Managing Director (MD)	Promoter	18	18
2	Mr. Amit Tiwari	Non-Executive Director	Promoter	18	18
3	Ms. Snigdha Tiwari	Executive Director	Promoter	18	18
4	Mr. Rajnish Gaur	Non-Executive Director	Independent	18	18
5	Ms. Sudha Singh	Non-Executive Director	Independent	18	18
6	Mr. Hargovind Sachdeva	Additional Non-Executive Director	Independent	3	3

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 on Thursday, 23 rd December, 2024 at the corporate office of the Company Situated at Plot No. 113, Udhyog Kendra-II, Greater Noida, Gautam Budh Nagar, Uttar Pradesh-201306.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors of the Company hereby states that:

1. In the preparation of the Annual Accounts for the year ended 31 st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the financial year and of the Profit and Loss of the Company for that period;

3. That they 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.

4. That they had prepared the Annual Accounts on a Going Concern Basis.

5. That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION OF INDEPENDENCE OF DIRECTORS

All Independent Directors of the Company have given declaration to the Company under Section 149(7) of the Companies Act, 2013, they meet the criteria of independence as provided in the Sub-section 6 of Section 149 of the Act and also under the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. In the opinion of the Board, The Independent Directors of the Company possess necessary expertise, integrity and experience.

DEPOSITS

The Company has neither accepted nor renewed any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet for the F.Y. 2024-25.

COMMITTEE(S) AND THEIR MEETINGS THEREOF:

Currently, the Board has three committees:

• Audit Committee

• Nomination & Remuneration Committee Stakeholder Remuneration Committee.

AUDIT COMMITTEE

The Audit Committee of the Board is responsible for oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, adequate and credible; and for reviewing the annual financial statements before submission to the Board. The Committee periodically reviews the adequacy of internal control systems.

The Committee reviews the financial and risk management policies of the Company.

During the Financial Year under review 04 (Four) meetings of the Audit Committee were convened and held. The dates on which the said meetings are:

• 29 th May, 2024

• 09 th August, 2024

• 15 th October, 2024

• 14 th November, 2024

• 18 th December, 2024

• 08 th January, 2025

• 04 th March, 2025

• 28 th March, 2025

The maximum interval between any two committee meetings did not exceed 120 days.

Name of the Director	Category	Audit Committee Meeting Attended	Audit Committee Meeting Attended
Mr. Rajnish Gaur	Chairman (Non-Executive Independent Director)	8	8
Ms. Sudha Singh	Member (Non-Executive Independent Director)	8	8
Mr. Sumit Tiwari	Member	8	8

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178(3) of the Companies Act, 2013, the Board duly constituted Nomination and Remuneration Committee and have laid down the following criteria:

1. Criteria for nomination as Director, Key Managerial Personnel and Independence of a Director:

2. Criteria for determining Remuneration of Directors, Key Managerial Personnel and Senior Management and Other Employees of the Company.

3. Evaluation of the performance of members of the Board of Directors and Key Managerial Personnel.

During the year under review Two (2) meeting of the Nomination and Remuneration Committee were held on 17 th January, 2025 and 14 th February, 2025.

The Nomination and Remuneration Committee consist with the following members:

Name of the Director	Category	N&R Committee Attended
Mr. Rajnish Gaur	Chairperson (Non-Executive Independent Director)	2
Ms. Sudha Singh	Member (Non-Executive Independent Director)	2
Amit Tiwari	Non-Executive Director	2

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment, Remuneration and determine Directors Independence of Directors which inter-alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

Nomination & Remuneration Policy is uploaded on the website of the Company i.e., at https://www.sungarner.com/ REMUNERATION OF DIRECTORS

The Company has paid Remuneration to Managing Director of the Company in pursuant to applicable provisions of the Companies Act 2013 and Rules made thereunder.

STAKEHOLDER RELATIONSHIP COMMITTEE

The company has duly constituted stakeholder relationship committee u/s 178(5) of Companies Act, 2013 consisting of chairman who shall be non-executive and the members decided by the board.

During the year under review One (1) meeting of the Stakeholder Relationship Committee were held on Monday 03 rd February, 2025.

Name of the Director	Category	N&R Committee Attended
Mr. Rajnish Gaur	Chairperson (Non-Executive Independent Director)	1
Ms. Sudha Singh	Member (Non-Executive Independent Director)	1
Amit Tiwari	Non-Executive Director	1

• Number of complaints received so far: Nil

• Number of pending Complain: Nil

MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met on October 17 th , 2024 inter alia, to discuss:

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

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

3. Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present in the meeting.

DECLARATION FROM INDEPENDENT DIRECTORS

All the Independent Directors on the Board have given a declaration of their independence to the Company as required under section 149(6) of the Companies Act, 2013.

As per the provisions of Regulation 16(1)(b) of the Listing Regulations the Independent Directors are yet to complete the Independency test.

MEETING OF INDEPENDENT DIRECTORS

Schedule IV of the Companies Act, 2013 and the Rules thereunder mandate that the independent directors of the Company shall hold at least one meeting in a financial year, without the attendance of non-independent directors and members of the Management.

During the year, the independent directors met on October 17 th , 2024 at the meeting, the independent directors discussed, among other matters, the performance of the Company and risks faced by it, the flow of information to the Board, competition, strategy, leadership strengths and weaknesses, governance, compliance, Board movements, succession planning, human resources matters and the performance of the executive members of the Board, and the Chairman.

CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS

An Independent Director shall be a person of integrity and possess appropriate balance of skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing and technical operations or any other discipline related to the Companys business. The Company did not have any peculiar relationship or transactions with non-executive Directors during the year ended March 31, 2025.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provisions of Companies Act, 2013, every Listed Company shall establish a vigil mechanism. In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism/ whistle blower policy for Directors and employees to report genuine concerns has been established and approved by Board. The policy is uploaded in the website of the Company.

CORPORATE GOVERNANCE REPORT

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the 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, our 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 does not form the part of the Annual Report for the financial year 2024-25.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013:

The particulars of loans, guarantees and investments, wherever required, have been disclosed in the financial statements, which also form part of this report.

PARTICULARS OF RELATED PARTY TRANSACTION

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. Your directors draw your attention to notes to the financial statements for detailed related parties transactions entered during the year.

Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or Members / Shareholders has been obtained for such transactions. However, as part of good corporate governance, all related party transactions covered under Section 188 of the Act are approved by the Audit committee

The Form AOC- 2 is attached as Annexure - I with this report.

CREDIT RATING

The company has not obtained any rating from any Credit Rating Agency during the year.

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

The particulars as prescribed under sub-section (3)(m) of section 134 of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at (Annexure II).

RISK MANAGEMENT

During the year, The Board had developed and implemented an appropriate Risk Management Policy for identifying the element of risk which, in the opinion of the Board may threaten the existence of the Company and safeguarding the Company against those risks.

CODE OF CONDUCT AND ETHICS

The Board of Directors of the Company has adopted a Code of Conduct and Ethics for the Directors, Key Managerial Personnel and Senior Executives of the Company. Commitment to ethical professional conduct is a must for every employee, including Board members and senior management personnel of the Company.

The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct.

The Company has disclosed information about the establishment of the code on its website. All Board members and senior management personnel affirm compliance with the Code of Conduct annually and The Company has complied with the provisions relating to affirmation of Compliance as per Schedule V of SEBI (Listing Obligations and Disclosure Requirements.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility Initiatives as the provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable on the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As of the date of the report, your company has the following Directors on its Board:

S. No.	Name	Designation	DIN NO.	Date of Appointment	Date of Resignation
1	Mr. Sumit Tiwari	Managing Director	07047276	30/04/2015	NA
2	Ms. Snigdha Tiwari	Executive Director	08292988	06/06/2019	NA
3	Mr. Amit Tiwari	Non- Executive Director	08367880	10/09/2022	NA
4	Mr. Rajnish Gaur	Non-Executive Independent Director	06369085	29/11/2022	NA
5.	Ms. Sudha Singh	Non- Executive Independent Director	09803844	29/11/2022	NA
6	Mr. Hargovind Sachdeva*	Additional Independent Director	08105319	14/02/2025	NA

During the period under review, the following changes were occurred in the Board:

* Mr. Hargovind Sachdeva (DIN: 08105319) has been appointed as Additional Director (Independent), with effect from 14 th February, 2025.

DETAILS OF KEY MANAGERIAL PERSONNEL:

• Managing Director (MD):

There has been no change in the Managing Director of the Company during the year under review. Mr. Sumit Tiwari holds the position of managing director of the company.

• Chief Financial Officer (CFO):

Ms. Akansha Jain holds the position of Chief Financial Officer of the Company.

• Company Secretary (CS):

During the Financial year under review, Ms. Nitika Lamba has been appointed as Company Secretary & Compliance Officer of the Company with effect from 17 th January, 2025.

Mr. Anup Kumar Pandey has resigned from the post of the company secretary with effect from 02 nd January, 2025. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (SEBI Listing Regulations).

The performance of the Board was evaluated by the Board 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 and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

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 like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Board evaluated the performance of Independent Directors and Individual Directors considering various parameters such as their familiarity with the Companys vision, policies, values, code of conduct, their attendance at Board and Committee Meetings, whether they participate in the meetings constructively by providing inputs and provide suggestions to the Management/Board in areas of domain expertise , whether they seek clarifications by raising appropriate issues on the presentations made by the Management/reports placed before the Board, practice confidentiality, etc. It was observed that the Directors discharged their responsibilities in an effective manner. The Directors possess integrity, expertise and experience in their respective fields.

SUBSIDIARY COMPANIES/ JOINT VENTURE/ ASSOCIATES

During the period under review, M/s Sungarner Green Asset Private Limited was incorporated as a subsidiary of our Company. Details of Subsidiary company in Form AOC-1 has been enclosed as Annexure to this report. (Annexure- III)

The Company does not have any Joint Venture or Associate Companies.

AUDITORS:

STATUTORY AUDITORS

M/s Kapish Jain & Associates, Chartered Accountants (FRN 022743N), was appointed as Statutory Auditors of the Company for a term of 5 (Five) consecutive years from the conclusion of 08 th Annual General Meeting till the conclusion of 13 th Annual General Meeting of the Company, at such remuneration plus applicable taxes, and out of pocket expenses as may be decided by the Board of Directors from time to time.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sulabh Jain & Associates, Practicing Company Secretaries, to carry out Secretarial Audit for the financial year 2024-25.

The Secretarial Audit report is annexed as Annexure - IV to this Report. The report does not contain any qualifications. The Auditors Report does not contain any qualifications, reservations or adverse remarks.

INTERNAL AUDITOR

M/s Jain Subhash Chand & Co. Chartered Accountants (FRN: 006490C) is appointed as an Internal Auditor of the Company for the financial year 2024-2025 in accordance with the provisions of section 138 of the Companies Act, 2013 with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions related thereto.

COST AUDITOR

The company is not engaged in the production of good/services as specified under section 148 of the Companies Act, 2013. Hence, the maintenance of cost accounts and requirement of cost audit is not applicable to your company.

REPORTING OF FRAUD

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

PREVENTION OF INSIDER TRADING:

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires preclearance for dealing in the

Companys shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

COMPLAINCE WITH SECRETARIAL STANDARDS

The Company has complied with applicable provisions of the Secretarial Standards related with issued by the Institute of Company Secretaries of India and approved by the Government of India under Section 118(10) of the Companies Act, 2013.

FAMILIARISATION PROGRAMMES

The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis.

CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

WEBSITE OF THE COMPANY:

Your Company maintains a website www.sungarner.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee has drawn remuneration in excess of the limits set out in the said rules. (Annexure-V)

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (Listing Regulations) the Management Discussion and Analysis of the Company for the year under review is presented in a separate section forming the part of the Annual Report.

INTERNAL CONTROL SYSTEM

According to Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The Company has a well-placed, proper and adequate Internal Financial Control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. To further strengthen the internal control process, the Company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive level.

EXTRACT OF ANNUAL RETURN

Pursuant to the provision of Section 92(3) of the Companies Act, 2013 read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the extract of annual return as on 31 st March 2025 will be available on the website of the Company i.e., at https://www.sungarner.com/

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS

There are no significant and material order passed by the regulators or Courts or Tribunals impacting the going concern status of your Company and its operation in future.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

As there is no application made or pending under Insolvency and Bankruptcy Code, 2016, so there is no requirement to give details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT.2013

The Company has adopted a policy for prevention of sexual harassment at the workplace, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act).

An Internal Complaints Committee (ICC) has been duly constituted as per the provisions of the POSH Act to redress complaints regarding sexual harassment at the workplace.

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow:

a.	Number of complaints of Sexual Harassment received in the Year	Nil
b.	Number of Complaints disposed off during the year	Nil
c.	Number of cases pending for more than ninety days	Nil

MATERNITY BENEFIT:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

BUSINESS RESPONSIBILITY AND SUSTAINABLITY REPORTING (BRSR)

Securities Exchange Board of India (SEBI) has mandated the inclusion of BRSR as part of the Annual Report for the top 100 listed entities. In view of the requirements specified, the company is not mandated for the providing the BRSR and hence do not form part of this Report.

ACKNOWLEDGEMENT

Your directors place on records their deep appreciation and thanks the Companys shareholders, employees, customers, vendors, investors and members for their consistent support and encouragement of the Company. The enthusiasm and beneficent efforts of the employees have enabled the company to remain at the leading-edge of the industry. Your directors would also like to acknowledge and thanks the Government of India and concerned government departments / agencies for their co-operation.

Date: 04.09.2025
Place: Delhi
For & on behalf of SUNGARNER ENERGIES LIMITE
Sd/-	Sd/-
Sumit Tiwari	Snigdha Tiwari
Managing Director	Director
DIN: 07047276	DIN: 08292988
Address: AD-51, Avantika	Address: AD-51, Avantika
Ghaziabad, Uttar Pradesh	Ghaziabad, Uttar Pradesh