To

The Members of SRM ENERGY LIMITED

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 under the Companies Act, 2013 is forming 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.srmenergy.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.srmenergy.in/Data/Documents/SRM%20Energy%20-%20OD%20-%20Policy%20for%20Determining%20Material% 20Subsidiary.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.

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:

Gupta Compliance Officer

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:

During the year under review, Mrs. Tanu Agarwal was the chairperson of the Audit Committee, however due to her resignation from the post of Director of the Company w.e.f close of business hours on February 28, 2024 her appointment as the Chairperson of the Audit Committee was ceased. However, she was re-designated as the Chairperson of the Audit Committee after her appointment on the Board of Directors of the Company w.e.f. March 28, 2024 in the capacity of Non-Executive Independent Director.

Meetings of the Audit Committee and attendance thereat.

During the Financial Year 2023-24, the Audit Committee met 6 (six) times, on the following dates:

Details of the Establishment of Vigil Mechanism for Directors and Employees

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

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-%20OD%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:

During the year under review, Mrs. Tanu Agarwal was the chairperson of the Nomination and Remuneration Committee, however due to her resignation from the post of Director of the Company w.e.f close of business hours on February 28, 2024 her appointment as the Chairperson of the Nomination and Remuneration Committee was ceased. However, she was re-designated as the Chairperson of the committee after her appointment on the Board of Directors of the Company w.e.f. March 28, 2024 in the capacity of Non-Executive Independent Director.

Meetings of the Nomination and Remuneration Committee and attendance thereat.

During the Financial Year 2023-24, the Nomination and Remuneration Committee met 3 (three) times, on the following dates:

24. Stakeholders Relationship Committee

The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the Listing Regulations. The Prime responsibility of the Stakeholders Relationship Committee is to ensure that the proper liasoning is established with the shareholders of the Company and the grievances of security holders are resolved efficiently and effectively i.e. within the given time period.

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.

b) 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:

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

- There were no employees on the payroll of the Company other than CFO and CS of the Company. The percentage increase in the median remuneration of the employees of the Company is 6.89%. Median remuneration of the employee is provided only for those employees who have drawn remuneration from the Company for the full fiscal of 2024 and 2023. Only CFO has remain employed for the entire fiscal of 2024 and 2023.

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

- During the year 2023-24, two employees were on the payroll of the Company which are the Company Secretary and the Chief Financial Officer.

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

- As explained above, there is no employee on the roll of the Company other than the managerial personnel (CS and CFO). Hence, no such comparison can be drawn.

f ) The Remuneration is as per the remuneration policy of the Company.

g) The names of the top 10 employees during the year of reporting in terms of remuneration are:

h) There were no employees in the Company during the year who were in receipt of remuneration in excess of Rs.

1,02,00,000/- per annum or Rs. 8,50,000/- per month.

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 ISIN-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.