Your Directors submit the 37th Annual Report of the Company together with the Audited Financial Statements for the
Financial Year ended March 31, 2024.

1. Financial Summary/highlights on the Performance of the Company (Standalone & Consolidated):-

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

2. Dividend

In view of losses during the financial year 2023-24, the
Board of Directors of the Company has not recommended
any dividend on the equity shares of the Company.

3. Reserves

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

4. Results of Business Operations and the State of
Company's Affairs

Like previous year this year too no business could be
conducted in your Company. The management could
not find any possible opportunity in this regard, as the
overall financial state of the Company was not favorable.
Your management for the purposes of settling their loan
in a partial manner had offered its investment in the
Wholly owned subsidiary (WOS) to the Holding Company,
such arrangement was not approved by the shareholders.
The purpose of having such an arrangement was that
your Company wanted to reduce the burden of loan and
the compliances w.r.t. WOS so that your company could
find any possible investor. Since the Company did not
conduct any business operation during the reporting year
and also no revenue was generated, the negative net
worth of the Company has increased from Rs. (332.87)
Lakhs to Rs. (371.99) Lakhs, and the losses of the
Company has been Rs. 39.12 Lakhs which is increased
by Rs. 3.35 Lakhs from the previous year. Moreover, your
Company has constantly reported that its project could
not take off and is in the abandoned stage. Amidst the

aforesaid situation, your Company is focused to find a
suitable business opportunity or investment and to remain
compliant in all respects.

As the company is not conducting any business, it was
totally dependent on the Financial Assistance from its
group companies. As informed earlier the Wholly Owned
Subsidiary (WOS), for the purpose of meeting the
administrative, legal and other day-to-day expenses and
also to settle the outstanding loan, it was selling the land
relating to the power project with the prior approval of
the shareholders. During the year under reporting, all
the land in the Subsidiary Company has been sold in
complete. At present, the Subsidiary Company has no
land in its account for further selling.

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

a) During the year of reporting, M/s. Spice Energy Private
Limited (the Holding Company) on account of the urgent
Requirement of funds, demanded their outstanding loan,
as advanced to the Company, to be repaid/settled.
Considering their urgent requirement the Board of your
company offered the only available assets (i.e.
investment in M/s. SRM Energy Tamilnadu Private Limited)
to the holding company against the partial settlement of
their loan up to an extent of Rs. 1,32,00,000/- to which
the Holding Company gave its consent.

In this regard, your company proceeded to accord the
requisite approval of the Shareholders through Postal
Ballot, which it could not obtained, hence the
implementation of the sale/transfer of Investment of the
Company in its Wholly-owned subsidiary did not take
place and the loan of the Holding Company remained the

same. All the details relating to the relevant postal Ballot
proceedings are disclosed to the public at large through
the stock exchange in due course of time.

b) During the year under review, SEBI has attached the
Loan as extended by Mr. Gagan Rastogi (former director)
to the Wholly owned Subsidiary i.e. M/s. SRM Energy
Tamilnadu Private Limited in the recovery proceeding
initiated against him. Such recovery proceedings were
unrelated to your Company and its WOS. SEBI were
continuously demanding the loan to be repaid, however
the subsidiary could not meet such demand due to its
adverse financial position. Considering its inability to
meet such a huge liability and the default committed in
this regard, the Board of Directors of the WOS has
decided to approach the Hon'ble National Company Law
Tribunal, New Delhi Bench under Section 10 of the
Insolvency and Bankruptcy Code, 2016 for seeking the
suitable resolution plan for it. Till the signing of this
report, the Hon'ble NCLT has rejected the application on
account of maintainability, though the WOS is planning
to appeal against the said order of the Hon'ble NCLT.

5. Change in Nature of Business

There is no change in the nature of business of the
Company during the year under review.

6. Material changes and commitment if any affecting the
financial position of the Company occurred between
the end of the Financial Year to which this Financial
statement relates and the date of the report

Apart from disclosed elsewhere in this report, there are
no material changes or commitments affecting the
financial position of the Company between the end of
the Financial Year and the date of the report.

7. Financial Statements

The Audited Financial Statements of the Company drawn
up both on a standalone and consolidated basis, for the
financial year ended March 31, 2024, 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. The Consolidated
Financial Statements have been prepared in accordance
with Ind AS and relevant provisions of the Act based on
the financial statements received from 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. 2023-24 are provided in this Annual Report.

8. Internal Financial Controls

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. The
Board is of the opinion that the Company has sound
Internal Financial Controls commensurate with the size,
scale and complexity of its business operations.

The Audit Committee reviews at regular intervals the
Internal Financial Control and Risk Management system
and also the Statutory Auditors confirm that the
Company's 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 undei the Companies Act, 2013 is loiimng

part as Annexure B of the Auditor's Report for the F.Y.
2023-24.

9. Annual Return and Extract of Annual Return

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.srmenerqy.in/Home/AnnualReturns.

10. Subsidiaries, Joint Ventures and Associate Companies

Your Company has one Wholly Owned Subsidiary
Company (WOS) viz. SRM Energy Tamilnadu Private
Limited. There has been no material change in the
nature of business of the Subsidiary and the said
Subsidiary has not commenced operations.

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 regulations, 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 Company's Website, which can be
viewed with the below link:

http://Www.srmenerqv.in/Data/Documents/SRM%20Enerqv%20-

%20OD%20-%20Policv%20for%20Determining%20Material%

20Subsidiarv.pdf

11. 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 Company's
Subsidiary at regular intervals. In accordance with Section
129(3) of the Companies Act, 2013 (”the Act”), 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 Company's 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 Company's website at http://
www.srmenergy.in/Home/AnnualReports

Copy of these Financial Statements shall be made
available to any Member of the Company, on request.

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

12. Deposits

During the Financial Year 2023-24, the Company has
neither accepted/ renewed any deposit from the public,

nor there any outstanding deposit at the beginning or at
the end of the year. Also, the Company has duly complied
with the requirements of filing of return to ROC in the
form of DPT-3 in this regard.

13. Statutory Auditor & Auditor's Report

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 5 years
to hold office till the conclusion of the Annual General
Meeting to be held in the Financial Year 2025-26.

The Report given by the Auditors (M/s Saini Pati Shah &
Co, LLP) on the financial statement 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 2023-24,
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 Company's 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 Group's 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 17(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 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 has 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 13(i) included in notes to
the consolidated financial statements which describes
that SRM Energy Tamilnadu Private Limited (SETPL),
a wholly owned subsidiary, during the year has 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 Parent Company's management is committed to
provide the requisite financial support to maintain
the 'Going Concern' status until some business
projects are introduced.

ii) The Management of the WOS has decided to approach
to the NCLT u/s 10 of the IBC and is hopeful that it
shall receive a 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 Parent Company's management is committed to
provide the requisite financial support to maintain
the 'Going Concern' status until some business
projects are introduced.

ii) The matter is under the observation of the
Management and is aware of the facts. However, till
the date of preparation of the Statement on the

Impact of Audit Qualifications, and financial
statements, no further communication has been
received from SEBI.

iii) Lands sold off by WOS are in piecemeal, 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.
There has been a delay in arranging the executed
land agreements but howsoever, the sale proceeds
have been received through the banking channels.
The management is making the required efforts to
arrange the deeds.

iv) The management is putting all efforts to locate the
supplier through various means and channels and is
hopeful to derive their whereabouts soon and the
Company shall take appropriate actions accordingly.

14. Internal Auditor & their Report

The Company had engaged M/s. Amar Jeet Singh &
Associates, Chartered Accountants (FRN: 025470N), as
the Internal Auditors of the Company for the Financial
Year 2023-24 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.
During the Current year 2024-25, the Board of Directors
of the Company, on the recommendation of the Audit
Committee, has appointed M/s. A S N & Company,
Chartered Accountants (FRN: 022977N), as the Internal
Auditors of the Company for the financial year 2024-25.

15. Secretarial Auditor & Secretarial Audit Report

A Secretarial Audit Report for the year ended 31st March,
2024, in prescribed form, duly audited by a Practicing
Company Secretary M/s. S.K. Nirankar & Associates 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.

The aforesaid Secretarial Auditor is further appointed for
the Financial Year 2024-25 by the Board of Directors of
the Company in their meeting held on August 13, 2024.
Further, the Company is exempted from conducting the
secretarial audit of the material subsidiary under
Regulation 24A (1) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"). Such exemption is available to the
Company under the provisions of sub-regulation (2) of
Regulation 15 of the aforesaid Listing Regulations. Since
the requirement of conducting a secretarial audit of the
material subsidiary is not applicable to the Company the
same is not conducted.

16. Disclosure about Cost Audit

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

17. Share Capital

During the year under review, the Company has not issued
equity shares or sweat equity shares. The Company has

not offered any shares under the Employee Stock Option
Scheme and bought back any of its securities. The
Company has not issued any debentures, bonds or any
other non-convertible securities or warrants during this
Financial Year.

Hence, during the Financial Year 2023-24 no changes
took place in the share capital of the Company.

Authorized Share Capital:

The Authorized Share Capital of the Company as at
March 31, 2024 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 Capital of the Company as at
March 31, 2024 is Rs. 9,06,00,000/- (Rupees Nine Crore
Six Lakhs) divided into 90,60,000 Equity Shares of Rs.
10/- (Rupees Ten) each.

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

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

19. Details of Foreign currency transactions are as follows:

There have been no dealings in forex in the financial year
under consideration.

20. 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.

21. Directors and Key Managerial Personnel.

The Company's 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: During the year under review:

Mrs. Tanu Agarwal, who was serving as an Independent
Director on the Board of the Company had resigned from
the Board w.e.f. close of business hours on February 28,
2024 on account of personal reasons and other professional
commitment/engagements. However, considering her
valuable engagement with the Company in her capacity as
an Independent Director of the Company and her discussion
with the management of the Company, she consented to
re-join the Company's Board in the same capacity, i.e.,
the Independent Director of the Company. Accordingly,
the Board of Directors of the Company in terms of section
161(1) of the Companies Act, 2013, appointed her as an
Additional Director (in the capacity of Non-Executive and
Independent) on the Board of the Company w.e.f. from
March 28, 2024.

The Board recommends for the regularization of the
appointment of Mrs. Tanu Agarwal as a Non-Executive
Independent Director for a period of 5 years commencing
from March 28, 2024 to March 27, 2029 to the shareholders
at the item No. 3 set out in the Notice of the Annual
General Meeting appended in this Annual Report.

b) Cessation of KMP: During the reporting year, there has
been no change in the KMPs of the Company.

Recommendation to the shareholders for appointment

of Directors

a) In terms of Section 152(6) and other applicable provisions
of the Companies Act, 2013 read with the Articles of
Association of the Company, Mr. Sharad Rastogi (DIN:
09828931), 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. Sharad Rastogi, who is proposed to be
re-appointed as Director of your Company has been included
in the Notice of the ensuing Annual General Meeting.

b) In terms of Section 161 and other applicable provisions of
the Companies Act, 2013, Mrs. Tanu Agarwal (DIN:
07134266), Additional Director (Non-Executive and
Independent) shall hold office up to the date of the ensuing
Annual General Meeting. The Board recommends to the
shareholders at the ensuing Annual General Meeting for
the regularization of the appointment of Mrs. Tanu Agarwal
as the Director (in the capacity of Non-Executive and

Independent) of the Company for a term of 5 years
beginning from March 28, 2024 till March 27, 2029. A brief
resume and other details of Mrs. Tanu Agarwal 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 Act and
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("the Listing Regulations") and they have
registered their names in the Independent Director's 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 2023-24. The evaluation was done using
individual questionnaires covering the vision, strategy &
role clarity of the Board, Board dynamics & processes,
contribution towards the development of the strategy, risk
management, receipt of regular inputs and information,
functioning, performance & structure of Board Committees,
ethics & values, skill set, knowledge & expertise of
Directors, leadership etc.

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,
8 (eight) Board Meetings were convened and held and the
interim gap between the meetings was as per the period
prescribed under the Companies Act, 2013.

22. Audit Committee

The objective of the audit committee is to ensure and
monitor the financial affairs of the Company, its reporting
etc. This 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
Chairman of the Audit Committee is an Independent Director

Also, the functioning of the Committee is governed by the
terms of reference which are in line with the regulatory
requirements as mandated by the Companies Act, 2013 and
the Listing Regulations. The recommendations made by the
Audit Committee during the year were accepted by the Board.

Moreover, the members of the Audit Committee are
financially literate. The Chief Financial Officer, Statutory
Auditors and Internal Auditors, 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 and changes therein
during the financial year 2023-24 are as follows:

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

http://www.srmenergy.in/Data/Documents/SRM%20Energy%

20-%20QD%20-%20Whistle%20Blower.pdf

23. 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 Regulation 19 read with Part D of
Schedule II of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015, 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.

Composition of Nomination and Remuneration
Committee and changes therein during the financial year
2023-24 are as follows:

security holders are resolved efficiently and effectively i.e.
within the given time period.

Composition of Stakeholders Relationship Committee
and changes therein during the financial year 2023-24
are as follows:

There were no changes in the Committee during the year of
reporting.

Meetings of the Stakeholders Relationship Committee
and attendance thereat.

During the Financial Year 2023-24, the Stakeholders Relationship
Committee met on May 23, 2023 in which all the Members of
the Stakeholders Relationship Committee were present.

25. 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 2023-24, pursuant to
the provisions of Companies Act, 2013.

Particulars of contracts or arrangements made with related
parties.

During the Financial Year 2023-24, 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, the SRM Energy Tamilnadu Pvt. Ltd.
(Wholly Owned Subsidiary) related party as per Section 2(76)
of the Companies Act, 2013, had provided unsecured loans
to our Company to fulfill the Company's requirements related
to legal expenses, necessary statutory compliances and to
meet the outstanding liabilities. 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,
this regulation is 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.

The Company has a Related Party Transaction and Arm's
Length Pricing Policy, which can be accessed with the link
mentioned below:

http://srmenergy.in/Data/Documents/SRM%20Energy%20-
% 2 0 O D % 2 0 - % 2 0 P o l i c y % 2 0 o n % 2 0 D e a l i n g % 2 0
with%20Related%20Party%20Transactions.pdf

26. 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
2023-24:

- None of the Directors of the Company has drawn any
remuneration in any form during the Financial Year 2023¬
24, hence no such ratio could be calculated.

c) The percentage increase in remuneration of each Director,

CFO, CEO, CS or Manager in the Financial Year:

- None of the Directors of the Company has drawn any
remuneration in any manner whatsoever from the
Company during the year and hence there was no event
of increase in the remuneration of any of the Directors
during the Financial Year 2023-24.

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

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.

27. Risk Management Policy

Your Company has developed and implemented a Risk
Management Policy, including the identification of elements

of risk and its severity, that may impact the existence of the
Company. 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 Company's website with the below link:

http://www.srmenergy.in/Data/Documents/SRM%20

Energy%20-%20OD%20-%20Risk%20Management.pdf

28. 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.

29. 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 Company's Paid up capital is
Rs. 9.06 Crores and the net worth is Rs. 3.72 Crores in
negative, which is within the threshold limits as prescribed in
the aforesaid regulation,therefore it is exempted to comply
with the aforesaid requirements of the Corporate Governance
and hence the said report is not annexed.

30. Annual Secretarial Compliance Report

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

31. Listing of Securities

The Company's Securities are currently listed on Bombay
Stock Exchange Limited (BSE Limited) with I SI N-
INE173J01018 and scrip code 523222. The annual listing fees
for the Financial Year 2023-24 and 2024-25 have been paid to
the exchange.

32. 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, 2024, 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 2023-24 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;

(d) the annual accounts for the Financial Year ended on 31st
March, 2024 have been prepared on a going concern
basis;

(e) 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

(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.

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

During the Financial Year 2023-24, 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.

34. 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.

35. 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.

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
has made an Application under Section 10 of the Insolvency
and Bankruptcy Code, 2016 which was rejected by the tribunal
on the ground of maintainability. The subsidiary is planning to
challenge the said order of the hon'ble tribunal NCLT.

37. Acknowledgements

Your directors are pleased to place their gratitude to all the
shareholders of the Company and also 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.

For and on behalf of the Board of Directors

(Sharad Rastogi) (Vijay Kumar Sharma)

Whole-time Director Director

DIN: 09828931 DIN:03272034

Place: New Delhi
Date: August 13, 2024