Surya Chakra Power Corporation Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting their 30^th Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2025.

FINANCIAL PERFORMANCE:

1. THE STATE OF COMPANY AFFAIRS, FINANCIAL HIGHLIGHTS AND CHANGE IN THE NATURE OF BUSINESS:

The Board observed that the Company achieved the total profit &Loss after tax during F.Y. 2024-25 is Rs.(7,90,000) as compared to the previous F.Y. 2023-24 profit & loss of Rs. (1,81,18,000).

2. DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. P V Subba Rao, Independent Director will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment as Director of the Company.

Further details about the above directors are given in the Notice of the ensuing Annual General Meeting being sent to the shareholders along with the Annual Report.

Directors at the end of FY 2024-25 are :

The following changes in the Directorship of the Company for the FY under review.

3. Evaluation of the Boards Performance

In compliance with the Companies Act, 2013, and pursuant to LODR regulations, the performance evaluation of the Board and of its Committees was carried out during the year under review.

4. Note on M/s Suryachakra Power Corporation Limited:

Suryachakra Power Corporation Ltd is a Corporate Debtor, Which is a Listed Public Company Incorporated under Companies Act, 1956 on 28.02.1995 having its registered office at Suryachakra House, Plot No: 304-L-III,Road No:78 Jubilee Hills, Hyderabad, Telangana, India, 500033, having an authorised share capital and paid up capital of Rs. 1,50,00,00,000 and Rs.

1,49,63,29,600 respectively. On 01.09.2022 the Honble Adjudicating authority passed an order for liquidation proceedings against the corporate debtor.

State Bank of India is a Secured Creditor

Successful Bidder: M/s Indo Aquatics Limited as on going concern. Subsequently M/s Indo Aquatics Limited assigned the ownership in favour of M/s Reddy Investments Private Limited. Liquidation as going concern of corporate debtor approved on 20.03.2024 in IA No. 462 OF 2021 in CP (IB) NO.421/7/HDB/2018 Under section 35(1)(N) of the Insolvency and Bankruptcy Code, 2016: Seeking approval for the liquidation process as on ongoing concern.

Tribunal Vide order likely dated 20.03.2024 admitted the closure report filed under section 35(1)(N) of the Insolvency and Bankruptcy Code, 2016 and initiated liquidation process, appointed Sri Anup Kumar Singh as Liquidator.

The Honble National Company Law Tribunal, Hyderabad ("NCLT") vide Order dated 03.10.2018 in CP (IB) NO. 421/7/HDB/2018 ("Admission Order") initiated Corporate Insolvency Resolution Process ("CIRP") against Suryachakra Power Corporation Limited ("SPCL") and appointed Mr. Anup Kumar Singh as the Interim Resolution Professional ("IRP") and thereafter the said IRP was appointed as Resolution Professional ("RP") to perform the functions and duties as per the Insolvency and Bankruptcy Code, 2016 ("Code").

That, thereafter, the Honble NCLT vide order dated 01.09.2022 in I.A. No. 462 of 2021 in CP

(IB) NO. 421/7/HDB/2018 ("Liquidation Order") directed for liquidation of the SPCL in the manner as laid down in Chapter -III of Part -II of the Code. The Honble NCLT vide the Liquidation Order appointed the said IRP/RP as a Liquidator to exercise powers and duties as enumerated under the Code.

That, the said Liquidator accordingly issued an E-Auction Sale Notice dated 18.02.2023 for the sale of SPCL as a going concern. Indo Aquatics Limited participated in the said Auction. The Liquidator also vide email dated 07.03.2023 declared the Indo Aquatics Limited as a qualified bidder. The Liquidator also issued a Letter of Intent dated 18.03.2023 ("LOI") in favour of Indo Aquatics Limited declaring the Indo Aquatics Limited as a Successful bidder for the purchase of SPCL as a going concern. Thereafter, Indo Aquatics Limited herein also remitted all the sale consideration amounts (Rs. 1,74,60,000/- and Rs. 3,25,920/-) as provided under the process documents and the LOI. Pursuant to the above, the Liquidator vide Sale Certificate dated 14.06.2023 ("Sale Certificate") sold Suryachakra Power Corporation Limited on ‘as is where is ‘whatever there is ‘without recourse on a ‘going concern basis in favour of Indo Aquatics Limited who later assigned it to M/s Reddy Investments Pvt Ltd.

That, your good organisation is also aware that, under the IBC Code, the acquisition of a company as a going concern through an NCLT approved process entails a "clean slate" principle. This well-established legal position ensures that the erstwhile management of SPCL is dissolved, and the successful acquirer (Indo Aquatics Limited) assumes control of the

SPCLs board and operations. SPCL is absolved of all prior liabilities, statutory non-compliances, penalties, or obligations attributable to the erstwhile management. The acquirer is not burdened with unforeseen or legal issues, enabling a fresh start for the revival and operation of the company/SPCL. The suspension of trading in SPCLs securities, imposed on February 27, 2023, predates our acquisition and pertains to the period under the erstwhile management. As the new owners, we submit that the past non-compliances or issues leading to the suspension cannot be attributed to Indo Aquatics Limited. Retaining the suspension undermines the IBCs objective of facilitating the revival of distressed entities by imposing hurdles on the new managements efforts to restructure and operate

SPCL.

That, Indo Aquatics Limited intends to revitalize SPCL and undertake key initiatives, including the restructuring of its share capital, to ensure its long-term viability. However, the continued suspension of trading poses a significant impediment to these efforts. Revoking the suspension would enable Indo Aquatics Limited to execute business plans effectively, leverage the capital markets for the benefit of SPCL and its stakeholders, and align with the spirit of the IBC Code, which promotes the rehabilitation of companies acquired as going concerns.

That, considering the Sale Certificate, the Registrar of Companies also changed the status of the company/SPCL from the category of "in CIRP" / "in liquidation" to "Active" reflecting the completion of the acquisition process under the Code.

Extinguishment of ownership of the equity shares of the existing equity shareholders and allotment of fresh equity shares of the corporate debtor as per assignment deed /MOU to M/s Reddy Investments Pvt Ltd who assigned M/s. Indo Aquatics Limited, the successful bidder.

? Extinguishment of Existing Promoter Equity (100%) in view of liquidation on a going concern basis.

? Allotment of 19,40,000 equity shares of Rs.10/- each to M/s Reddy Investments Pvt Ltd representing 100% of post-restructured capital.

Shareholding Pattern Post Restructure:

5. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:

a] in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures; b] the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period; c] the Directors have ensured that proper and sufficient care is taken in the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d] The Annual Accounts are prepared on a going concern basis. e] The directors laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. f] 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.

i) Number of Board Meetings:

The Board of Directors met 4 times during the financial year ended March 31, 2025 in accordance with the Provisions of the Companies Act, 2013 and ruled made there under

ii) Related Party Transactions:

There are no materially significant related party transactions made by the company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the company at large. Thus, disclosure in Form AOC-2 is not required.

iv) Corporate Social Responsibility Policy: As per Companies Act 2013, Your Company does not fall under the Corporate Social Responsibility criteria. The Company would ensure the provisions of the Act as and when the same is applicable. v) Risk Management Policy

The Board of Directors has developed and implemented Risk Management Policy for the Company. It has identified and assessed internal and external risks, with potential impact and likelihood that may impact the Company in achieving its strategic objectives or may threaten its existence.

vi) Whistle Blower Policy

The Company has in place a Whistle Blower policy for vigil mechanism for Directors and employees to report to the management about unethical behavior, fraud, violation of

Companys Code of Conduct. None of the Personnel has been denied access to the audit committee.

vii) Declaration about Compliance with the Code of Conduct by Members of the Board and Sr. Management Personnel.

The Company has complied with the requirements about Code of Conduct for Board members and Sr. Management Personnel.

viii) Disclosure under the sexual harassment of woman at workplace (prevention, prohibition and redressal) Act, 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trained) are covered under the Policy. The following is a summary of sexual harassment complaints received and disposed off during each Calendar year:

a) No. of Complaints received - NIL b) No. of Complaints disposed off NIL

ix) Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo:

The statement giving the particulars with respect to Conservation of Energy, Technology absorption and Foreign Exchange Earnings and outgoings as required under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is annexed hereto at Annexure - 4 and forms part of the Report.

x) Fixed deposits:

During the year under review, your Company has neither invited nor accepted any deposits from the public.

xi) Insurance:

The properties of your Company including its buildings, plant and machinery and stocks have been adequately insured as required. xii) Particulars of Employees and related disclosures

The information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 may be treated as NIL.

xiii) Personnel & Industrial Relations:

Relations between employees and the management continued to be cordial during the year. The Human Resource Department is committed in its quest to improve and maintain employee morale and satisfaction at all levels.

Acknowledgments:

Your Directors would like to express their grateful thanks for the assistance and cooperation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the excellent services of the executives, staff and workers of the company.