To,

The Members

IRM ENERGY LIMITED

(Formerly known as IRM Energy Private Limited]

Your Directors have the pleasure in presenting their Eighth Annual Report together with the Audited Balance Sheet and Statement of Profit and Loss for the Financial Year ended on March 31, 2023 and the report of the Auditors thereon.

FINANCIAL & OPERATING RESULTS

(a] FINANCIAL RESULTS

The Company's financial performance for the year ended on March 31, 2023, is summarized below:

(Amount in Rs. million1

(b) OPERATING RESULTS

During the year, the Company has continued to create CGD infrastructure in the Geographical Areas [GAs] of Banaskantha District in the state of Gujarat, Fatehgarh Sahib District in the state of Punjab and Diu & Gir Somnath in the UT/state of Daman & Diu and Gujarat respectively.

Backed by the robust infrastructure and increased CNG Stations rollout during the year under review, the Company generated a Profit after Tax of Rs. 564.80 million (PY: Rs. 1,135.59 million] with a gross turnover of Rs. 10,391.35 million (PY: Rs. 5,461.43 million].

The operating result for the year ending March 31, 2023 was largely impacted due to higher input gas costs resulting on account of the prevailing geo-political scenario of the Ukraine-Russia war.

[c] CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the Financial Year 2022- 23 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules made thereunder. The Consolidated Financial Statements have been prepared on the basis of audited financial statements of the Company, subsidiary and joint control entities, as approved by their respective Board of Directors. The Consolidated Financial Statements together with the Auditors' Report form part of this Annual Report.

[d] DIVIDEND

The Board of Directors are pleased to recommend the final dividend of Rs. 1/- per share (10% on the face value of Rs. 10 each] on 3,49,99,432 10% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each for the financial year ended on March 31, 2023. The dividend is subject to the approval of members at the ensuing 8th Annual General Meeting.

Further, the Board of Directors are pleased to recommend the final dividend of Rs.

0.50/- per share (5% on face value of Rs. 10 per share] on 3,02,59,677 Equity Shares of Rs. 10/- each for the financial year ended on March 31, 2023. The dividend is subject to the approval of members at the ensuing 8th Annual General Meeting.

[e] TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve during the year under review.

CGD PROTECTS OVERVIEW

The Company is a city gas distribution ("CGD"] company in India, with operations at Banaskantha (Gujarat], Fatehgarh Sahib (Punjab], Diu & Gir Somnath (Union Territory of Daman and Diu/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. We supply natural gas to two primary set of customer segments - Compressed Natural Gas (CNG] and Piped Natural Gas (PNG].

The Company has created an infrastructure of 3665.13 inch kms including 3000.35 inch kms of MDPE Pipelines and 664.78 inch kms of steel pipelines for the financial year ended on March 31, 2023. As on March 31, 2023, the Company has 179 PNG industrial customers, 248 PNG commercial customers and 48,172 PNG domestic customers. The Company established 62 CNG Stations comprising 3 stations owned and operated by the Company ("COCO Stations"), 34 CNG stations owned and operated by dealers ("DODO Stations") and 25 CNG stations owned and operated by oil marketing companies ("OMC Stations") as at March 31, 2023.

SHARE CAPITAL

The paid-up share capital of the Company as on March 31, 2023 is Rs. 65,25,91,090/- comprising of 3,02,59,677 equity shares of Rs. 10/- each and 3,49,99,432 10% Non- Cumulative Redeemable Preference Shares of Rs. 10/- each.

During the year under review, the Company has issued and allotted equity shares in the following manner:

(i) On September 02, 2022, 6,15,000 equity shares of Rs. 10/- each on the Private Placement basis at a premium of Rs. 415/- per share.

(ii) On December 02, 2022, 2,75,000 equity shares of Rs. 10/- each on the Private Placement basis at a premium of Rs. 540/- per share.

The Company has only one class of equity shares having par value to Rs. 10/- each. During the year under review, the Company has neither issued equity shares with differential voting rights nor granted stock options or sweat equity.

PROPOSED INITIAL PUBLIC OFFER (IPO) OF EQUITY SHARES OF THE COMPANY

The Board of Directors of the Company at its meetings held on July 22, 2022, November 07, 2022 and December 08, 2022 has considered the proposed Initial Public Offering (IPO) of equity shares of the face value of Rs. 10/- each ("Equity Shares") of the Company comprising a fresh issue up to 1,01,00,000 Equity Shares (the "Issue"). Further, the members of the company have approved the Issue pursuant to a special resolution passed on November 16, 2022.

The Board of Directors and IPO Committee at their respective meetings held on December 08, 2022 and December 14, 2022, have approved the Draft Red Herring Prospectus ("DRHP") of the Company dated December 14, 2022 and filed with the Securities and Exchange Board of India ("SEBI"), BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") on December 15, 2022.

The Company has obtained in-principle approval from BSE on January 27,2023 and from NSE on January 30, 2023. Further, the Company received the final observation letter from SEBI on February 21, 2023 having validity of 12 months from the date of issuance of the observation letter.

HOLDING COMPANY

Cadila Pharmaceuticals Limited has ceased to be holding Company w.e.f. September 02, 2022, on account of dilution of its shareholding.

SUBSIDIARY AND ASSOCIATE COMPANIES

During the financial year 2022-23, the Company has incorporated a subsidiary company - SKI-Clean Energy Private Limited, with 70% subscribed share capital in the said Company.

Further, the Company has three Joint Control Entities as on March 31, 2023. There has been no material change in the nature of the business of these entities.

The following are the details of the subsidiary company:

(a) SKI-Clean Energy Private Limited:

Corporate Information:

SKI-Clean Energy Private Limited was incorporated as a private limited company under the Companies Act, 2013, pursuant to the certificate of incorporation dated September 21, 2022, issued by the RoC, Central Registration Centre. Its corporate identification number is U40200GJ2022PTC135623. Its registered office is situated at 3rd Floor, Block- 8, Magnet Corporate Park, Near Sola Bridge, S.G. Highway, Ahmedabad, Gujarat - 380 054.

Nature of Business:

SKI-Clean Energy Private Limited is engaged inter alia in the business of generating, developing, and trading renewable energy including but not limited to set-up renewable energy systems like solar energy systems, wind energy system, and power plants in or outside India as authorized under the objects clause of its memorandum of association.

The following are the Associate Companies as Joint Venture entities:

(a) Farm Gas Private Limited (FGPL)

Corporate Information:

Farm Gas Private Limited was incorporated as a private limited company under the Companies Act, 2013 pursuant to a certificate of incorporation dated December 9, 2019, issued by the RoC, Central Registration Centre. Its corporate identification number is U40108GJ2019PTC111286. Its registered office is situated at 3rd Floor, Kailash-A, 6+7, Sumangalam C.H.S.L., Drive-In Road, Bodakdev, Ahmedabad, Gujarat - 380 054.

The Company holds 50% of the equity share capital of FGPL and 100% of 10.5% non-convertible cumulative redeemable preference shares of FGPL.

Nature of Business:

Farm Gas Private Limited is engaged inter alia in the business of manufacture, distribute, storage, supply of compressed biogas (CBG) and bio manure/bio- fertilizer through processing of agri residue/biomass and municipal solid waste and generate renewable and alternate energy like LPG, CNG, LNG, Bio CNG, alternate fuels, bio fuels, solar, bio manure, bio fertilizer, industry grade Carbon dioxide (C02), wind, new and renewable energies from municipal solid waste, pressmud, farm produce, agri processing waste and/or any other means, as authorized under the objects clause of its memorandum of association.

(b) Venuka Polymers Private Limited (VPPL)

Corporate Information:

Venuka Polymers Private Limited was incorporated as a private limited company under the Companies Act, 2013 pursuant to a certificate of incorporation dated December 19, 2019, issued by the RoC, Central Registration Centre. Its corporate identification number is U25209GJ2019PTC111511. Its registered office is situated at 4th Floor, Block 8, Magnet Corporate Park, Near Zydus Hospital, S.G. Highway, Ahmedabad, Gujarat - 380 054.

The Company holds 50% of the equity share capital of VPPL and 100% of 10.5% non-convertible cumulative redeemable preference shares of VPPL.

Nature of Business:

Venuka Polymers Private Limited is engaged inter alia in the business of manufacturing, distributing, supplying, micro-irrigation systems,

PVC/MDPE/HDPE/LDPE/LLDPE/PP pipes, tubes, hoses, fittings, etc. and to do all such incidental acts and things as authorized by the object clause of its memorandum of association.

(c) Ni Hon Cylinders Private Limited (NHCPL)

Corporate Information:

Ni Hon Cylinders Private Limited was incorporated as a private limited company under the Companies Act, 2013 pursuant to a certificate of incorporation dated November 26, 2018, issued by the RoC, Central Registration Centre. Its corporate identification number is U28100DL2018PTC342172. Its registered office is situated at HR-18A, First Floor, Gali No.-10, Indl. Area Anand Parbat, Near Indl Area, New Delhi, Central Delhi, Delhi - 110 005.

The Company holds 50% of the equity share capital of NHCPL.

Nature of Business:

Ni Hon Cylinders Private Limited is engaged inter alia in the business to manufacture, assemble, convert, commercialize, design, develop, display, establish, handle, let on hire, install, maintain, operate, produce, service, supervise, supply, import, export, buy, sell, turn to account and to do all such incidental acts and things as authorized by the object clause of its memorandum of association

Pursuant to Section 129 (3] of the Companies Act, 2013 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 associates.

A separate statement containing the salient features of the financial performance of the subsidiary and associates in the prescribed form AOC - 1 is annexed to the Directors' Report as Annexure -A and forms part of this report. The Audited Consolidated financial statements together with Auditors' Report forms an integral part of the Annual Report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134-(3)(a) of the Companies Act, 2013, the Annual Return is available on the Company's website at www.irmenergy.com.

LOANS. GUARANTEES AND INVESTMENTS

The provisions of Section 186 of the Companies Act, 2013 are not applicable as the Company is engaged in infrastructural facilities as covered in Schedule VI of the Companies Act, 2013. The details of investment made during the year under review are disclosed in financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Certain Related Party transactions that were entered during the year under review were on arm's length basis. The disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is annexed to the Directors' Report as Annexure -B and forms part of this report. The directors draw attention of the Members to Note no. 33 of the Standalone Financial Statements which sets out related party transaction disclosures.

DEPOSITS

Pursuant to Section 73 of the Companies Act, 2013, the Company has not accepted any deposit during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Board of Directors

The Board of Directors of the Company is led by the Chairman. As on March 31, 2023, the Board of the Company comprises eight Non-executive Directors, out of which four are Non-executive Independent Directors. The Board has one woman Independent Director.

During the year under review, the following changes took place in the Directors:

a] Mr. Vinod Jain (DIN: 08204721], Non-executive Director, has resigned and ceased to be a Director of the Company from his position w.e.f. July 13, 2022.

b] Mr. Chikmagalur Kalasheety Gopal (DIN 08434324] was re-appointed as Independent Director for the second term of five consecutive years with effect from September 25, 2022 to September 24, 2027 by the members at the 7th Annual General Meeting held on August 23, 2022.

c] Mr. Rabindra Nath Nayak (DIN: 02658070] was appointed as Additional Independent Director for a period of five years effective from September 24, 2022, by the Board of Directors in the Meeting held on September 24, 2022. Further, pursuant to Section 149 and 152 of the Companies Act, 2013 and other applicable provisions, his appointment was regularized by the member in the Extra-Ordinary General Meeting held on October 07, 2022.

Based on the confirmations received from the Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

Pursuant to the requirement of Section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Director] Rules, 2014, the Independent Directors have submitted their declaration of independence stating that they meet the criteria of independence as set out in the Companies Act, 2013. In the opinion of the Board, all the directors, as well as the directors appointed/re- appointed during the year possess the requisite qualification, expertise, and experience and are persons of high integrity and repute.

Mr. Badri Narayan Mahapatra (DIN: 02479848] retires by rotation and being eligible offers himself for re-appointment. The Board recommends the re-appointment for your approval.

(b] Key Managerial Personnel

Mr. Karan Kaushal, Chief Executive Officer, Mr. Harshal Anjaria, Chief Financial Officer, and Ms. Shikha Jain, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company in accordance with the provisions of Sections 2(51], 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 (including any statutory modification^] or re-enactment(s] for the time being in force].

Pursuant to the requirement of Regulation 6 of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015 and Regulation 23 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements] Regulations, 2018, the Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has appointed Ms. Shikha Jain, the Company Secretary of the company as Compliance Officer of the Company w.e.f. November 07, 2022.

MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on Company/business policies and strategies apart from other regular business matters. A calendar of Board/ Committee meetings for the year is prepared and circulated to the Directors well in advance to enable them to plan their schedule for effective participation in the meetings. The Board is updated on the discussions held at the Committee meetings and the recommendations made by various Committees.

The agenda is generally circulated a week prior to the date of the meeting and includes detailed notes on items to be discussed at the meeting to enable the Directors to take an informed decision. However, in case of urgency, the agenda is circulated on shorter notice as per the provisions of the Secretarial Standards on Meetings of the Board of Directors. The Company also provides facility to the Directors to attend meetings of the Board and its Committees through Video/ Tele Conferencing mode.

During the year, eight meetings of the Board of Directors were convened. The intervening gap between two consecutive meetings was not more than one hundred and twenty days.

INDEPENDENT DIRECTORS¹ MEETING

The Independent Directors met on March 22, 2023 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, the performance of the Chairperson of the Company and assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

COMMITTEES OF THE BOARD

The Board Committees play a vital role in strengthening Corporate Governance practices and focus effectively on the issues and ensure expedient resolution of diverse matters. The Board Committees are set up under formal approval of the Board to carry out clearly defined roles which are considered to be performed by members of the Board as a part of good governance practice. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The minutes of the proceedings of the meetings of all Committees are placed before the Board for review.

- Audit Committee:

The Board has constituted the Audit Committee to review internal controls and audit findings, review of financial statements, appointment of auditors amongst other responsibilities as contained in the Terms of Reference. The Composition and terms of reference of the Audit Committee satisfies the requirement of the Section 177 of the Act and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015.

The Composition of Audit Committee is detailed below:

- Nomination & Remuneration Committee

The Board has constituted the Nomination & Remuneration Committee to recommend the recruitments of MDs, WTDs, Independent Directors, KMPs, as & when applicable to the Company and to do all the acts pursuant to provisions of Section 178 as per Companies Act, 2013. The Composition and terms of reference of the Nomination & Remuneration Committee satisfies the requirement of the Section 178 of the Act and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015.

The Composition of Nomination & Remuneration Committee is detailed below:

Nomination and Remuneration Policy:

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with the Rules issued thereunder. The policy lays down the principles relating to the appointment, cessation, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management of the Company. This Policy is available on the website of the Company i.e., www.irmenergv.com.

- Corporate Social Responsibility Committee

The Board has constituted the Corporate Social Responsibility (CSR) Committee to formulate CSR policy, review and recommend to the Board amount of expenditure to be incurred on the CSR activities. The Composition and terms of reference of the CSR Committee satisfies the requirement of the Section 135 of the Act read with rules made thereunder.

The composition of the CSR Committee is detailed below:

1. Mr. Vinod Jain ceased to be a member w.e.f. July 13, 2022.

2. Mrs. Geeta Goradia appointed as a member of the Committee w.e.f. July 22, 2022.

3. Mr. Amitabha Banerjee appointed as a member of the Committee w.e.f. September 24, 2022.

The Annual Report on CSR activities is annexed to the Directors' Report as Annexure -C and forms part of this report

The CSR policy is available on the Company's website www.irmenergy.com as required under the provisions of Section 135 of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility Policy] Rules, 2014.

- Risk Management Committee

The Board has constituted the Risk Management Committee of the Board pursuant to the resolution of the Board dated September 24, 2022, to frame, implement and actively monitor and review the risk management plan and ensure its effectiveness.

The composition of the Risk Management Committee is detailed below:

- Stakeholders Relationship Committee

The Board has constituted the Stakeholders' Relationship Committee of the Board pursuant to the resolution of the Board dated September 24, 2022, for redressing the shareholder/investor complaints and grievances, as per the provisions of Section 178 of the Companies Act, 2013. The Composition and terms of reference of the Stakeholders Relationship Committee satisfies the requirement of Section 178 of the Act and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of the composition of the Stakeholders Relationship Committee are given below:

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134 (3)(c) of the Companies Act, 2013, in relation to financial statements of the Company for the year ended March 31, 2023, the Board of Directors state that: ^i.

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, 2023 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 Companies Act, 2013, 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

Pursuant to applicable provisions of the Companies Act, 2013, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its committees and individual Directors, including Independent Directors.

The annual performance evaluation of the Board, its Committees and each Director have been carried out for the financial year 2022-23 in accordance with the framework.

RISK MANAGEMENT FRAMEWORK

Pursuant to Section 134(3)(n] of the Companies Act, 2013, the Company has formulated and adopted the Risk Management Policy ("The 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 locations 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.

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 the Companies Act, 2013, 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 www.irmenergy.com.

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.

DISCLOSURES PURSUANT TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION. PROHIBITION. AND REDRESSAL) ACT. 2013

The Company has a Policy on the Prevention of Sexual Harassment at the Workplace 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 an effective complaint redressal mechanism if there is an occurrence of sexual harassment.

The Company has also set up an Internal Complaints Committee which is duly constituted in compliance 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.

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.l06625W), were appointed as the Statutory Auditors of the Company to hold office for a second term of five years from the conclusion of the 6^th Annual General meeting till the conclusion 11^th Annual General Meeting.

Statutory Auditors' Report

The Auditor's Report for the financial year 2022-23 does not contain any qualification, reservation, or adverse remark. The Auditor's Report is enclosed with the financial statement in this Annual 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 2022-23.

The Board of Directors has on the recommendation of the Audit Committee re-appointed M/s Dalwadi & Associates, Cost Accountants (Firm Registration No. 000338), to audit the Cost Accounts of the Company for Financial Year 2023- 2024.

The remuneration proposed to be paid to the Cost Auditors is subject to the ratification by the members at the ensuing Annual General Meeting of the Company.

The company has maintained the cost accounts and records in accordance with Section 148 of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board had appointed M/s. M. C. Gupta & Co., Company Secretaries, as Secretarial Auditor of the Company to carry out the secretarial audit of the Company for FY 2022-23. The Company has received the Secretarial Audit Report for the financial year 2022-23 is annexed to the Directors' Report as Annexure -D and forms part of this report. There were no qualifications, reservations or adverse remarks or disclaimers given by the Secretarial Auditor of the Company.

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 Companies Act, 2013 and Rules made thereunder.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and

Remuneration of Managerial Personnel] Rules, 2014 will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars 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 Secretary in this regard.

COMPLIANCES

The Company has complied with all the statutory requirements and framed requisite policies and procedures, in accordance with the provisions of the Companies Act, 2013 and the rules formed thereunder.

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.

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 Directors' Report as Annexure -E and forms part of this report.

CORPORATE GOVERNANCE REPORT

A voluntary Corporate Governance Report is annexed as Annexure - F to the Director's report as a part of good corporate governance practice.

HUMAN RESOURCES

The Company continues to focus on welfare and improving the quality of lives of its employees by providing periodic occupational health checks, spiritual peace by yoga classes, organising sport activities and providing housing loan interest subsidy & interest free loans for the employee wellness. The Company will continue to implement a variety of initiatives to align employees' personal goals with the Company's goals. As on March 31, 2023, the Company had 164 permanent employees on the roll of the Company and 55 employees on contractual basis.

Your directors place on record, their sincere appreciation of the significant contribution made by the employees at all levels through their dedication, hard work and commitment.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere thanks to the Financial Institutions, Banks and Government Agencies, for their support and co-operation. Your Directors also acknowledge the trust reposed in the company.