IRM Energy Ltd

To,

The Members

IRM ENERGY LIMITED

Your Directors have great pleasure in presenting their 10th Annual Report together with the Audited Financial Statements (standalone and consolidated) for the Financial Year ended March 31, 2025 and the report of the Auditors thereon.

FINANCIAL RESULTS

The Audited Financial Statements (standalone and consolidated) of your Company as on March 31, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards (“Ind AS”) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 (“Act”).

The Company's financial performance for the financial year ended March 31, 2025, is summarized below:

(Rs. in million)

Notes:

1. There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year and the date of this report.

2. Previous year figures have been regrouped/re-arranged wherever necessary.

3. There has been no change in nature of business of the Company.

(a) OPERATIONAL HIGHLIGHTS

The Company is a City Gas Distribution (“CGD”) Company, with operations at Banaskantha (Gujarat), Fatehgarh Sahib (Punjab), Diu & Gir Somnath (Union Territory of Daman and Diu and Gujarat), and Namakkal & Tiruchirappalli (Tamil Nadu), engaged in the business of laying, building, operating and expanding the city or local natural gas distribution network. The Company develop natural gas distribution projects in the Geographical Areas (“GAs”) allotted for industrial, commercial, domestic and automobile customers. It supplies natural gas to two primary set of customer segments – Compressed Natural Gas (CNG) and Piped Natural Gas (PNG).

As of March 31, 2025, the Company has created an overall infrastructure of 5671 inch kms of MDPE pipelines and steel pipelines and the Company have total 214 PNG industrial customers, 412 PNG commercial customers and 75,005 PNG domestic customers. The Company established 111 CNG Stations comprising 5 Stations owned and operated by the Company (“COCO Stations”) including pure play mother station, 46 CNG Stations owned and operated by dealers (“DODO Stations”) and 60 CNG Stations owned and operated by oil marketing companies (“OMC Stations”) as at March 31, 2025.

In FY 2024–25, the Company commissioned a total of 29 CNG stations, comprising 18 stations in the Namakkal and Tiruchirappalli GA, 7 stations in the Banaskantha GA, 2 stations in the Fatehgarh Sahib GA, and 2 stations in the Diu & Gir-Somnath GA.

Consolidated Financial Results

The Consolidated Financial Statements have been prepared on the basis of audited financial statements of the Company, its subsidiary and joint control entities, as approved by their respective Board of Directors. The Audited Consolidated Financial Statements together with the Auditors' Report form part of this Report. The financial highlights are:

1. Revenue from operations increased by 10.44% compared to FY 2023-24, from H 9,565.40 million to H 10,563.55 million.

2. EBITDA has decreased by 24.29% compared to FY 2023-24, from H 1,726.69 million to H 1307.24 million.

3. PAT has decreased by 47.23% compared to FY 2023-24, from H 856.63 million to H 452.02 million.

Standalone Financial Results

1. Revenue from operations increased by 10.44% compared to FY 2023-24, from H 9,565.40 million to H 10,563.55 million.

2. EBITDA has decreased by 24.29% compared to FY 2023-24, from H 1,726.84 million to H 1,307.34 million.

3. PAT has decreased by 48.58% compared to FY 2023-24, from H 915.04 million to H 470.49 million.

The detailed operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Section, which forms part of this Report.

(c) DIVIDEND

The Board of Directors are pleased to recommend a final dividend of H 1.50 per share (15% on face value of H 10/- per share) on 4,10,59,677 Equity

Shares of H 10/- each for the financial year ended on March 31, 2025. The dividend is subject to the approval of members at the ensuing 10th Annual General Meeting. The said dividend, if approved by the members, would involve a cash out flow of H 61.59 million (Gross of tax).

Pursuant to Finance Act, 2020, Dividend Income is taxable in the hands of the Shareholders w.e.f. April 01, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-tax Act, 1961.

The dividend recommended is in accordance with the Company's Dividend Distribution Policy in term of Regulation 43A of the SEBI Listing Regulations, and the same is available on the website of the Company at https://www.irmenergy. com/wp-content/uploads/2022/12/Dividend-Distribution-Policy.pdf

(d) TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for financial year 2024-25 under Retained Earnings. Accordingly, the Company has not transferred any amount to General Reserve during the year under review.

Authorised Share Capital

The authorized share capital of the Company as on March 31, 2025 is H 90,00,00,000/- (Rupees Ninety Crores only) divided into 5,00,00,000 (Five Crores) equity shares of face value of H 10/- (Rupees Ten Only) each, aggregating to H 50,00,00,000/- (Rupees Fifty Crores only) and 4,00,00,000 (Four Crores) 10% Non-Cumulative Redeemable Preference Shares (RPS) of H 10/- (Rupees

Ten Only) each, aggregating to H 40,00,00,000/- (Rupees Forty Crores Only).

Paid-up Share Capital

The paid-up share capital of the Company as on March 31, 2025 is H 41,05,96,770/- (Rupees Forty-One Crores Five Lakhs Ninety-Six Thousand Seven Hundred Seventy Only) comprising of 4,10,59,677 (Four Crores Ten Lakhs Fifty-Nine Thousand Six Hundred Seventy-Seven) Equity Shares of H 10/- (Rupees Ten Only) each.

Changes in Share Capital

During the year under review, the Company has fully redeemed all unlisted 3,49,99,432 (Three Crores Forty-Nine Lakh Ninety-Nine Thousand Four Hundred Thirty-Two) 10% Non-Cumulative Redeemable Preference Shares of H 10/- (Rupees Ten Only) each aggregating to H 34,99,94,320 (Rupees Thirty-Four Crores Ninety-Nine Lakhs Ninety-Four Thousand Three Hundred Twenty Only) on February 04, 2025.

The Company has only one class of equity shares having value of H 10/- (Rupees Ten Only) each. During the year under review, the Company has neither issued equity shares with differential voting rights nor granted stock options or sweat equity.

HOLDING COMPANY

As on March 31, 2025, the Company does not have any holding company.

SUBSIDIARY AND ASSOCIATE COMPANIES

As at March 31, 2025, the Company had 1 (One) Subsidiary Company namely SKI-Clean Energy Private Limited and 3 (Three) Associate Companies namely Farm Gas Private Limited, Venuka Polymers Private Limited and Ni Hon Cylinders Private Limited.

During the year under review, there were no companies that became or ceased to be subsidiary, joint venture, or associate companies of your Company.

Pursuant to Section 129 (3) of the Act and Ind - AS 110 released by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its subsidiary and associate companies.

A separate statement containing the salient features of the financial performance of the subsidiary and associate companies in form AOC-1 is annexed to the Consolidated Financial Statements and form part of this Report.

In accordance with Section 136 of the Act, the Audited Financial Statements including Consolidated Financial Statements of the Company and Audited Financial Statement of the Subsidiary Company are available on the Company's website at https://www.irmenergy.

com/investor/#financial-statements. These documents will be available for inspection by the members of the Company during working hours at registered office of the Company.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2025 in form MGT-7 is available on the Company's website and can be accessed at www.irmenergy.com.

LOANS, GUARANTEES AND INVESTMENTS

The provisions of Section 186 of the Act, are not applicable to the Company, as it is engaged in infrastructural facilities as covered in Schedule VI of the Act. The details of investment made during the year under review are disclosed in Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has adopted a “Policy on materiality and dealing with the Related Party Transactions”, in accordance with the provisions of the Act and Regulation 23 of the SEBI Listing Regulations, inter-alia, providing a framework for governance and reporting of related party transactionsincludingmaterialrelatedpartytransactions and threshold limits for determining materiality.

The said Policy is available on the website of the Company at https://www.irmenergy.com/wp-content/ uploads/2025/02/Policy-on-RPT.pdf

All transactions with related parties are placed before the Audit Committee for its prior approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature. Certain related party transactions that were entered during the year under review were on arm's length basis and in the ordinary course of business and in accordance with the provisions of the Section 188 of the Act and rules made thereunder and SEBI Listing Regulations.

The Company has not entered into any transaction or arrangement with the related parties which could be considered as material in terms of provisions of Section 188 of the Act and rules made thereunder, SEBI Listing Regulations and Policy framed by the Company on materiality and dealing with the Related Party Transactions.

Accordingly, the disclosure required in the prescribed Form AOC-2 is not applicable to the Company for the FY 2024-25 and hence does not form part of this Report.

The Directors draw attention of the Members to Note no. 36 of the Standalone Financial Statements which sets out related party transactions disclosure.

DEPOSITS

The Company has not accepted any deposits from the public falling within the preview of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rule, 2014, during the year under review. There is no unclaimed or unpaid deposit lying with the Company.

(a) Board of Directors

The Company's Board comprises of Directors representing a blend of professionalism, knowledge and experience. The Board of Directors of the Company is led by the Non-Executive Non-Independent Chairman.

As on March 31, 2025, the Board of the Company consist one Executive Director and nine Non-executive Directors, out of which five are Non-executive Independent Directors including one Woman Independent Director. The details of the Board and Committees composition, tenure of Directors, and other details are available in the Corporate Governance Report, which forms part of this Report.

During the year under review, the following changes took place on the Board:

Appointment/Reappointment:

The below directors were appointed in compliance with the provisions of the Act and SEBI Listing Regulation, by the board:

i) Mr. Krishan Kumar Gupta (DIN: 03476812), appointed as an Additional Independent Director for a period of five years, effective from October 26, 2024. His appointment was subsequently approved by the shareholders by passing special resolution through postal ballot on December 19, 2024.

ii) Mr. Rajiv R. Modi (DIN: 10276899) and Mr. Amit Doshi (DIN: 01603380), appointed as an Additional Directors (Non-Executive) with effect from October 28, 2024. Their appointment were subsequently approved by the shareholders by passing ordinary resolutions through postal ballot on December 19, 2024.

iii) Mr. Dharamchand Jain (DIN: 02425815) and Dr. Preetha Reddy (DIN: 00001871), appointed as an Additional Independent Directors for a period of five years effect from October 28, 2024. Their appointment were subsequently approved by the shareholders by passing special resolutions through postal ballot on December 19, 2024.

iv) Mr. Amitabha Banerjee (DIN: 05152456) appointed as a Whole-time Director, designated as Executive Director, for a period of three years effective from October 31, 2024. His appointment was subsequently approved by the shareholders by passing special resolution through postal ballot on December 19, 2024.

v) Mr. Abhay Gupte (DIN: 02145565), appointed as an Additional Independent Director for a period of five years, effective from February 19, 2025. His appointment was subsequently approved by the shareholders by passing special resolution through postal ballot on April 30, 2025.

Cessation: i) Mr. Maheswar Sahu, Chairman and Non-Executive Director of the Company, expressed his unwillingness for reappointment, on retirement by rotation at the 9th Annual General Meeting, consequently, ceased to be Director and Chairman with effect from August 02, 2024. Following his cessation, he also ceased as Chairperson/member of the Committees of the Board.

ii) Mrs. Kaushal Nakrani (DIN:08405226) appointed as an Additional Independent Director for a period of three years, effective from June 1, 2024 and ceased with effect from August 02, 2024, due to non-receipt of requisite majority for the special resolution at the 9th Annual General Meeting.

iii) Mr. Anand Mohan Tiwari (DIN: 02986260) and Mr. Rabindra Nath Nayak (DIN: 02658070), Non-Executive Independent Directors of the Company, resigned from their positions effective from October 24, 2024, and November 26, 2024, respectively, both citing personal reasons. Following resignation, Mr. Anand Mohan Tiwari ceased as Chairperson/member of the Committees of the Board.

The Board places on record the deep appreciation for leadership, valuable services and guidance provided by the Directors during their respective tenure.

Re-appointment of Director retiring by rotation:

In terms of Section 152 of the Act and Articles of Association of the Company, Mr. Badri Mahapatra (DIN: 02479848), Non-Executive Director of the Company is liable to retire by rotation at the ensuing AGM.

Mr. Badri Mahapatra (DIN: 02479848), Non-Executive Director of the Company, being eligible, offers himself for re-appointment.

The Board recommends the re-appointment of Mr. Badri Mahapatra as Non – Executive Director and brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice convening the 10th AGM.

Based on the confirmations received from the Directors of the Company, none of the Directors is disqualified from appointment under Section 164 of the Act and debarred or disqualified from being appointed or continuing as Director of companies by the Securities and Exchange Board of India (SEBI)/Ministry of Corporate Affairs (MCA) or any such other statutory authority.

(b) Key Managerial Personnel

As on March 31, 2025, following were the whole time Key Managerial Personnel (“KMP”) of the Company:

1. Mr. Amitabha Banerjee, Whole time Director;

2. Mr. M. K. Sharma, Chief Executive Officer;

3. Mr. Harshal Anjaria, Chief Financial Officer; and

4. Ms. Akshit Soni, Company Secretary & Compliance Officer

During the year under review, the following changes took place among KMP:

1. Mr. Karan Kaushal, Chief Executive Officer, has resigned w.e.f. July 31, 2024, to pursue opportunities outside the Company.

2. Ms. Shikha Jain, Company Secretary and Compliance Officer, has resigned w.e.f. June 21, 2024, to pursue opportunities outside the Company.

3. Mr. Amitabha Banerjee has appointed as Whole-time Director of the Company w.e.f. October 31, 2024 by the Board of Directors at its meeting held on October 28, 2024 and subsequently approved by the shareholders.

4. Mr. M. K. Sharma has appointed as Chief Executive Officer of the Company w.e.f. December 06, 2024 by the Board of Directors at its meeting held on November 13, 2024.

5. Mr. Akshit Soni has appointed as Compliance Officer of the Company w.e.f. September 21, 2024 and also as Company Secretary w.e.f. October 28, 2024 by the Board of Directors.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Act, the Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as specified in Section 149(6) of the Act, as amended, read with Rules framed thereunder and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director.

Accordingly, based on the said declarations and after reviewing and verifying its veracity, the Board is of the opinion that the independent directors are persons of integrity, possess relevant expertise, experience, proficiency, fulfil the conditions of independence specified in the Act and SEBI Listing Regulations and are independent of the management of the Company.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and have also confirmed that their registration with the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs is in compliance with the requirements of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

MEETINGS OF THE BOARD OF DIRECTORS

The Board met 8 (Eight) times during the Financial Year 2024-25. The details of meeting held and attendance of Directors are mentioned in the Corporate Governance Report which forms part of this Report. The maximum interval between any two meetings did not exceed one hundred and twenty days as prescribed in the Act and SEBI Listing Regulations.

INDEPENDENT DIRECTORS' MEETING

In terms of requirements of Schedule IV to the Act and Regulation 25 of the SEBI Listing Regulations, during the year under review, a separate meeting of Independent Directors was held on March 19, 2025, without the attendance of Non-independent Directors and the members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as whole, along with the performance of the Chairperson of the Company, after taking into account the views of Non-Executive Directors, and assessed the quality, quantity and timeliness of flow of information between the Company's management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

COMMITTEES OF THE BOARD

The Company has constituted several Committees of the Board which have been established as part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The details with respect to the composition, powers, roles, terms of reference, number of meetings, etc. of the Committees held during the Financial Year 2024-25 and attendance of the Members at each Committee meeting, are provided in the Corporate Governance Report which forms part of this Report.

During the year under review, all recommendations of the Committees of the Board which were mandatorily required have been accepted by the Board.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3)(c) and 134 (5) of the Act, in relation to financial statements of the Company for the year ended March 31, 2025, the Board of Directors state that:

i. the applicable Accounting Standards have been followed in preparation of the financial statements and there are no material departures from the said standards;

ii. reasonable and prudent accounting policies have been used in preparation of the financial statements and that they have been consistently applied and that reasonable and prudent judgments and estimates have been made in respect of items not concluded by the year end, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit for the year ended on that date;

iii. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. the financial statements have been prepared on a going concern basis;

v. proper internal financial controls were in place and were adequate and operating effectively; and

vi. proper systems to ensure compliance with the provisions of applicable laws were in place and were adequate and operating effectively.

BOARD EVALUATION

As per Section 178 of the Act read with Regulation 19 and Schedule II of the SEBI Listing Regulations, the Nomination and Remuneration Committee (NRC) shall formulate criteria for evaluation of performance of the Board as a whole, Committees of the Board and Individual Directors and Chairperson.

Accordingly, the NRC formulated evaluation framework, which is based on the guidance note issued by SEBI for the board evaluation to facilitate structured assessment process, thereby enhancing the overall effectiveness and efficiency of the Board and its members in fulfilling their fiduciary and statutory responsibilities.

The performance evaluation was conducted by using structured questionnaire covering various parameters such as composition and quality of Board members, the effectiveness of Board and Committees process and functioning, the contribution of the Members, Board culture and dynamics, fulfilment of key responsibilities, ethics and compliance among others.

The board, based on the responses received through the questionnaire, evaluated and expressed satisfaction with the performance of the Board, its committees, and individual Directors. The board acknowledged their continued effectiveness.

FAMILIARIZATION PROGRAMME

The details of the familiarization programme undertaken during the year under review provided in the Corporate Governance Report which form part of this Report.

The policy on familiarization for Independent Directors as approved by the board is available on the company's website at https://www.irmenergy.com/wp-content/ uploads/2022/12/Policy-on-Familiarisation-Program-1.pdf

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on Directors' appointment and key managerial personnel remuneration and other matters provided in Section 178(3) of the Act is available on the Company's website at https://www.irmenergy. com/wp-content/uploads/2022/12/Nomination-and-Remuneration-Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

In compliance with requirements of Section 135(1) of the Act, the Company has constituted a Corporate Social Responsibility (CSR) Committee, the brief details of which provided in the Corporate Governance Report which form part of this Report.

The Company has framed a CSR Policy which is available on the website of the Company at https://www.irmenergy. com/wp-content/uploads/2022/12/CSR-Policy.pdf

The Annual Report on the CSR activities is annexed to this report as Annexure -A, which form part of this Report.

RISK MANAGEMENT FRAMEWORK

Pursuant to Section 134(3)(n) of the Act, the Company has formulated and adopted the Risk Management Policy.

The Policy establishes the philosophy of the Company towards risk identification, analysis and prioritization of risks, development of risk mitigation plans and reporting on the risk environment of the Company. This Policy is applicable to all the functions, departments, and geographical areas of the Company. The purpose of this Policy is to define, design and implement a risk management framework across the Company to identify, assess, manage, and monitor risks. The Risk Management Committee is responsible for reviewing the risk management framework and ensure its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the business are systematically addressed through mitigation actions on continual basis.

The Risk Management Policy is available on the website of the Company at https://www.irmenergy.com/wp-content/uploads/2025/02/Risk-Management-Policy.pdf

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and investments are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

The Internal Auditors review the efficiency and effectiveness of these systems and procedures. The Internal Auditors submit their Report periodically which is placed before and reviewed by the Audit Committee.

VIGIL MECHANISM

The Company has established a robust Vigil Mechanism and adopted a Whistle Blower Policy in accordance with provisions of Section 177 (9) & (10) the Act, and Regulation 22 of the SEBI Listing Regulations to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud, or violation of the Company's Code of Conduct or ethics policy.

The Policy provides for adequate safeguards against the victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the company or Chairman of the Audit Committee. The policy of the Vigil Mechanism is available on the Company's website at https://www.irmenergy.com/wp-content/ uploads/2022/12/Policy-for-Vigil-Mechanism.pdf

During the year under review, no complaint was received and no individual was denied access to the Audit Committee for reporting concerns, if any.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

A zero-tolerance approach is adopted by the Company towards prevention of Sexual Harassment at the Workplace. Company has a policy which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 (“POSH Act”). The objective of this policy is to provide a safe work environment for women employees and an effective complaint redressal mechanism if there is an incidence of sexual harassment.

The Company has also set up an Internal Complaints Committee which is in line with the provisions of the POSH Act. Further, the Company also conducts interactive sessions for employees, to build awareness about the policy and the provisions of POSH Act.

During the period under review, there were no complaints received by the committee.

COMPLIANCE OF PROVISIONS RELATED TO THE MATERNITY BENEFIT ACT, 1961

The Company has maternity leave and benefits regulated under the Maternity Benefit Act 1961. It protects and safeguards the livelihood and interests of female employees and gives them time to nurture their newborns while taking care of themselves.

As per the Maternity Benefit Act, 1961, women working in organisations are eligible to take a 26 weeks maternity leave for first and second child. They can take maternity leave from 8 weeks before the delivery date and take the rest 18 weeks after delivery.

During the year, none of the female employee had applied for maternity leave, however, female employees working in the company shall avail the maternity benefits as mentioned in the Maternity Benefit Act, 1961.

HEALTH, SAFETY AND ENVIRONMENT POLICY

The Company has formulated Health, Safety and Environment Policy to conduct the business with a strong environmental conscience, ensuring sustainable development, safe workplaces and enrichment of the quality of life of its employees, customers and the community.

STATUTORY AUDITORS

M/s. Mukesh M. Shah & Co., Chartered Accountants (Firm Registration No.106625W), were appointed as the Statutory Auditors of the Company to hold office for the second term of five years from the conclusion of the 6th Annual General meeting till the conclusion of the 11th Annual General Meeting to be held in the year 2026.

Statutory Auditors' Report

The Auditor's Report for the financial year 2024-25 does not contain any qualification, reservation, or adverse remark. The Auditor's Report is enclosed with the financial statement and forms part of this Report.

COST AUDIT REPORT

The Company had appointed M/s Dalwadi & Associates, Cost Accountants (Firm Registration No. 000338), Cost Accountants, as the cost auditor for the FY 2024-25.

The Board of Directors, on the recommendation of the Audit Committee, reappointed M/s Dalwadi & Associates, Cost Accountants (Firm Registration No. 000338), to audit the Cost Accounts of the Company for the FY 2025-26. The remuneration proposed to be paid to the Cost Auditors is subject to the ratification by the members at the ensuing AGM of the Company.

The Company has maintained the cost accounts and records in accordance with Section 148 of the Act and Rule 8 of the Companies (Accounts) Rules, 2014.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Board had appointed M/s. M. C. Gupta & Co., Company Secretaries, as Secretarial Auditor of the Company to undertake the secretarial audit of the Company for the FY 2024-25. The Company has received the Secretarial Audit Report for the FY 2024-25 is annexed to the Board's Report as Annexure-B and forms part of this Report. There were no qualifications, reservations or adverse remarks given by the Secretarial Auditor of the Company except one observation which is self-explanatory in nature.

Further, pursuant to the amended Regulation 24A of the SEBI Listing Regulations, the Board, based on the recommendation of Audit Committee, approved appointment of M/s. Manoj Hurkat & Associates, (Firm Registration No.: P2011GJ025800), a peer reviewed firm of Practicing Company Secretaries as Secretarial Auditor of the Company for a period of 5 (five) consecutive years, commencing from the FY 2025-26 to 2029-30, subject to approval of the Shareholders of the Company at the ensuing AGM.

A detailed proposal for appointment of Secretarial Auditor forms part of the Notice convening the 10th AGM.

DETAILS OF FRAUD REPORTED BY AUDITORS

During the year under review, the auditors have not reported any instances of fraud committed against the Company by its officers or employees to the Audit Committee or Board under Section 143(12) of the Act, and Rules made thereunder.

PARTICULARS OF EMPLOYEES

The disclosure pertaining to remuneration and other details, as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-C.

The statement containing particulars of employees as required under Section 197 of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forms part of this Report. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the said annexure which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such member may write to the Company in this regard.

As on March 31, 2025, the Company had 186 permanent employees on the payroll of the Company and 91 employees/workers on contractual basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Details of conservation of Energy, Technology and Absorption, Foreign Exchange Earnings and Outgo is annexed to the Board's Report as Annexure -D and forms part of this Report.

CORPORATE GOVERNANCE REPORT

The Company has complied with the corporate governance requirements under the provisions of Act and SEBI Listing Regulations. The Corporate Governance Report, in term of Regulation 34 read with Schedule V of the SEBI Listing Regulations, forms part of this report along with the required certificate from Practicing Company Secretary regarding compliance of the conditions of corporate governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with Regulation 34 of the SEBI Listing Regulations, Management's Discussion and Analysis Report (MD&A) during the year under review, giving a detailed analysis of the Company's operations, as stipulated under Regulation 34(2)(e) of the SEBI Listing Regulations, which forms part of this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with Regulation 34 of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report, describing the initiative taken by the Company from an environment, social and governance prospective for the year ended March 31, 2025, which forms part of this Report.

MATERIAL CHANGES, TRANSACTIONS AND COMMITMENTS

There has not been any material change or commitment affecting the financial position of the Company which have been occurred between the end of the financial year of the company to which this financial statement relates and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

SECRETARIAL STANDARDS

During the year under review, pursuant to the Section 118 (10) of the Act, the applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly followed by the Company.

OTHER DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items, during the year under review:

1. There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

2. There is no instance of one-time settlement with any bank or financial institution.

ACKNOWLEDGEMENT

The Company's organizational culture upholds professionalism, integrity, and continuous improvement across all functions as well as efficient utilization of the Company's resources for sustainable and profitable growth. The Board places on record its appreciation for the continued co-operation and support extended to the Company by customers, vendors, regulators, banks, financial institutions, rating agencies, stock exchanges, depositories, auditors, legal advisors, consultants and business associates with whose help, cooperation and hard work the Company is able to achieve the results. The Board wish to place on record its sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all the levels, to ensure that your company continues to grow and excel. The Board acknowledges the continued trust and confidence you have reposed in the Company.