Your Director's present the Twenty Fifth Annual Report together
with the Audited Financial Statements of your Company for
the financial year ended March 31,2025.

FINANCIAL RESULTS (' in Lakhs)

OPERATING RESULTS & PERFORMANCE

During the financial year ended March 31,2025, the company
had recorded a total income of Rs. 64,601.67 lacs as against
Rs 60,655.92 lacs in the previous year on a standalone basis.
Profit was at Rs. 2,514.57 lacs as against a 2267.13lacs during
the corresponding period.

BUSINESS HIGHLIGHTS

Your Directors are pleased to state that during the year this
year, Company had have received a Letter of Award from
Parmeshi Urja Limited, Kolkata for EPC of 133 MW AC Solar
Power Project at 26 locations in Maharashtra India for a
consideration of Rs.650 Crores.

BUSINESS RISK MANAGEMENT

Pursuant to the requirement of Regulation 21 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
the Company has constituted Business Risk Management
Committee. The details of Committee and its terms of
reference are set out in the Corporate Governance Report
forming part of the Board's Report.

The Company has a robust Business Risk Management (BRM)
framework to identify, evaluate, treat and Report business
risks. This framework seeks to create transparency, minimize
adverse impact on the business objectives and enhance
the Company's competitive advantage. The business risk
framework defines the risk management approach across
the enterprise at various levels including documentation and
reporting. The framework has different risk models which
help in identifying risks trend, exposure and potential impact
analysis at a Company level as well as business segments and
its mitigation plans.

The business risks identified by the Company and its mitigation
plans are as under:

Project Risks:

In the context of the projects being executed, the Company
reviews the risks associated with a project in all the following
aspects, but not restricted to:

• Client related details such as financial closure of the
project, credit worthiness and reputation of the client
before even signing of the contract.

• Estimation risk like price and quantity variances,
contingency provision, forex fluctuation on a periodic
basis.

• Commercial risks like taxes and duties, payment terms,
bank guarantee requirements

• Organizational risks like availability of technical and
managerial resources, gap funding needs, consortium
partner's roles and responsibilities.

• Performance risk like achievability of guarantee
parameters, time schedule, warranty and defect liability
obligations.

• Interfacing risks like coordination with multiple agencies
for approvals and clearance

• Geographic risks like unfavorable weather conditions,
earth quake floods etc.

The above key risks are closely tracked for timely mitigation.
Competition Risks:

The Infrastructure Industry is intensely competitive. To
mitigate this risk, the company is leveraging on its expertise,
experience to increase market share, enhance brand equity /
visibility and enlarge product portfolio and service offerings.

Occupational Health & Safety (OHS) Risks:

Safety of employees and workers is of utmost importance to
the company. To reinforce the safety culture in the company, it

has identified occupational health & safety as one of its focus
areas. Various training programmes have been conducted at
the sites such as behaviour based safety training program,
visible safety leadership program, logistics safety program
etc.

FOREIGN EXCHANGE AND COMMODITY PRICE RISKS

The businesses of the Company are exposed to fluctuations
in foreign exchange rates and commodity prices. Additionally,
it has exposures to foreign currency denominated financial
assets and liabilities. The business-related financial risks,
especially involving commodity prices, by and large, are
managed contractually through price variation clauses, while
the foreign exchange rate risks and residual commodity
price risks are managed by treasury products. Financial risk
management is governed by the Risk Management framework
and policy approved by the Audit Committee and authorised
by the Board. Financial risks in each business portfolio are
measured and managed by corporate treasury. Despite
currency weakness and elevated financial market volatility,
the Company's robust financial risk management processes
ensured financial costs remain under control.

BUSINESS OVERVIEW

Your Company operates in the turnkey contracts business. The
turnkey contracts business covers engineering, procurement
and construction projects. Major areas of operation include
Municipal services projects like water and wastewater
treatment plants and infrastructure, Roads, Metallurgical and
process plant projects.

Your Company is diversifying into power plant operations,
international infrastructure, and large-scale solar EPC highlight
the breadth of our capabilities and our ability to deliver diverse,
high-value projects.

SUBSIDIARY

The Company currently operates internationally through the
following subsidiaries;

The Company has a Policy on Identification of Material
Subsidiaries, formulated pursuant to Regulation 16C of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Company does not have any material subsidiary as on the
date of this Report.

a) SEPC (FZE) Sharjah

During May 2025, SEPC FZE has been awarded a
contract by Lauren Engineers & Constructors INC for
the construction, supply and installation of four units of
45,000 litter capacity steel tanks for a total consideration
of USD 8.9 Million (Equivalent to Rs.76 Crores (Approx.))
The subsidiary is also looking for new projects based on
this qualification in GCC Countries.

b) SHRIRAM EPC ARKAN LLC, MUSCAT

With the completion of the MISCO project, the Company's
step-down subsidiary Shriram EPC Arkan LLC (70 %
subsidiary of SEPC FZE Sharjah) has downsized its
operations while looking for further opportunities in the
region.

c) SEPC ARABIA LIMITED COMPANY

During the financial year 2022-23, your company has
incorporated SEPC Arabia Limited Company, a wholly
owned subsidiary, in Kingdom of Saudi Arabia (KSA). The
company does not have any associate or joint venture
and during the year under review, there is no change in
the status of the existing subsidiaries.

The salient features of the subsidiaries in Form AOC-1
are enclosed as Annexure-1.

DIVIDEND and RESERVES

The Dividend Distribution Policy in terms of Regulation 43A
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is placed on the Company's website at
https://www.sepc.in/pdf/Dividend-Distribution-Policy.pdf

During the Financial year, Rs. 0 is transferred to the Reserves
of the company and since the Company has profit, the Board
has decided not to recommend a Dividend.

SHARE CAPITAL

The authorized and paid-up capital of your Company is
Rs.2250 Crores and Rs.1563.66* Crores respectively.

The shareholding pattern as on March 31,2025 is as under:

* The Board of Directors at their meeting dated November
28, 2024 has considered and approved the allotment of
2,64,98,317 equity shares of the Company pursuant to the
conversion of Compulsorily Convertible Debentures issued
to the Lenders of the Company pursuant to RBI Prudential
Framework for Resolution of Stressed Assets, 2019. The
Listing & Trading approval from the Stock Exchanges BSE and
NSE. for the Equities allotted consequent to Conversion were
received on 3^rd & 4^th July and 11^th July 2025 respectively.

RIGHTS ISSUE

During the year, the Rights Issue Committee of the Board of
Directors approved raising funds for the Company by way
of issue of securities (the "Issue") to the existing equity
shareholders of the Company on a rights basis aggregating up
to Rs. 350 Crores pursuant to the umbrella approval granted
by the Board of Directors at their meeting dated November 14,

2024, for raising funds of an amount not exceeding Rupees
Three hundred and Fifty Crores. Subsequently on RIC meeting
dated May 13, 2025, the Rights Issue committee of the Board
of Directors decided to Issue 11 (Eleven) Rights Equity Shares
for every 50 (Fifty) fully paid equity shares aggregating to
35,00,00,000 Partly paid up equity shares (the "Issue") of
face value of '10 each for cash at a price of '10/- (including
a share premium of Rs. 0/-) per equity share ("Rights Equity
Shares") on a rights basis to the Eligible Equity Shareholders
of the Company as on the record date of May 23, 2025. The
Equity Share Capital after the Issue includes the full value of
the Rights Equity Shares allotted in the Issue. However, the
Eligible Equity Shareholders had paid Rs.5/- being 50% of the
Issue Price at the time of payment of Application Money and
50% of the Issue Price shall be paid on or before the date of
First and Final Call.

The Issue was opened for the Eligible Equity Shareholders
from Monday, June 09, 2025 to Monday, June 23, 2025 and
the basis of allotment was approved by BSE Limited on June
27, 2025, being the designated Stock Exchange. The Rights
Issue committee of the Board allotted 35,00,00,000 equity
shares on June 27, 2025,to the Shareholders of the Company
as on the record date fixed for the purpose of Rights Issue and
further obtained the Trading approvals from BSE Limited and
National Stock Exchange of India Limited on July 11,2025.

DETAILS OF DEPOSITS

The Company has not accepted any Deposits covered
under Chapter V of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant material orders passed by the
regulators or courts or tribunals impacting the going concern
status and Company's operations in future.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies Act,
2013 is given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES (REFERRED TO IN SUB SECTION (1) OF
SECTION 188 OF THE COMPANIES ACT, 2013)

All transactions with related parties were on arm's length basis
and in the ordinary course of business. There was no material
related party contract during the year. Form AOC-2 as required
under Section 134 (3) (h) of the Act is enclosed to this report.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the company,
during the financial year 2024-25

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS

In addition to the Internal Controls on Operations, the Board
has laid emphasis on adequate internal financial controls to
ensure that the financial affairs of the Company are carried
out with due diligence. The company has an internal control
system commensurate with the size, scale and complexity
of its operations whose efficacy is periodically reviewed by
the Internal Audit function of the Company. The Scope and
authority of the internal audit function along with the Internal
Audit Plan is defined and reviewed by the Audit Committee
of the company. The Internal Audit reports were placed on
a quarterly basis before the Audit Committee as well as the
Board for its scrutiny and remedial measures. Apart from
Internal Audit function which scrutinizes all the financial
transactions and operating systems, there are also processes
laid down, leading to CFO/CEO certification to Board on the
adequacy of Internal Financial Controls as well as internal
controls over financial reporting.

APPOINTMENT OR RESIGNATION OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL

Mr. Venkataramani Jaiganesh (hereinafter referred to as
VJaiganesh) was appointed as an Additional Director
(Executive) designated as the Whole Time Director subject
to the approval of the Shareholders at the ensuing Annual
General Meeting and approval of the Central Government.

Mr. V Jaiganesh was designated as a Key Managerial Person
as approved by the Board of Directors at their meeting held on
14-08-2025

Mr. Abdulla Mohammad Ibrahim Hassan Abdulla (DIN:
09436100) retires by rotation pursuant to Section 152(6) of
the Companies Act, 2013 and Article 17.26 of the Articles of
Association of the Company at the forthcoming Annual General
Meeting and being eligible offers himself for re-appointment.
In terms of Secretarial Standards on General Meetings (SS-2),
the necessary resolution for the re-appointment of Mr. Abdulla
Mohammad Ibrahim Hassan Abdulla (DIN: 09436100) as a
Director of the Company is included in the Notice sent along
with the annual report.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE

As per the provisions of Section 134(3) (p) of the Companies
Act, 2013 and Regulation 17 (10) SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board
at its meeting dated May 29, 2025 has carried out an annual
performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit
Committee, Nomination & Remuneration Committee and Risk
Management Committee and Stakeholders Relationship
Committee. Performance evaluation of independent directors

was done by the entire board, excluding the independent
director being evaluated. Further, in compliance with
Regulation 25 (3) & (4), Independent Directors at their separate
meeting dated 13.02.2025, without the presence of other non¬
independent directors and members of the management,
have evaluated the performance of non-independent directors
individually and of the Board as a whole as well as the
chairperson's performance. The Directors were satisfied with
the evaluation results, which reflected the overall engagement
of the Board and its Committees with the Company. The Board
was with the opinion that the independent directors appointed
possessed the integrity, expertise and experience (including
the proficiency). The manner in which the evaluation has been
carried out has been explained in the Corporate Governance
Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

The details of familiarization programmes for Independent
Directors of the Company, their roles, rights, responsibilities
in the Company, nature of the industry in which the Company
operates, business model of the Company and related matters
are put up on the website of the Company at the following link:
http://www.sepc.in/pdf/Policy-on-Familiarisation-Programme.pdf

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from each Independent
Director of the Company under Section 149(7) of the
Companies Act, 2013 (Act) read along with Regulation 25(8)
of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, confirming compliance with the criteria
of Independence laid down in Section 149(6) of the Act read
along with Regulation 16(1)(b) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

Further the Independent Directors have complied with the
Code for Independent Directors prescribed in Schedule IV to
the Companies Act, 2013.

During the period under review, the Independent directors of
the company met on February 13, 2025 without the presence of
non-independent directors and members of the Management
to evaluate the performance of Non-Independent Directors
and the Board as a whole.

INDEPENDENT DIRECTORS' MEETING

In terms of Schedule IV of the Act and Regulation 25 of the SEBI
Listing Regulations, Independent Directors of the Company
are required to hold at least one Meeting in a financial year
without the attendance of Non-Independent Directors and
Members of Management

During the year under review, Independent Directors met
separately on 13.02.2025

REMUNERATION POLICY

Pursuant to Section 178(3) of the Companies Act, 2013,
the Board on the recommendation of the Nomination &
Remuneration Committee approved a policy for selection
and appointment of Directors, Key Managerial Personnel and
Senior Management and their remuneration. The details of the
Remuneration Policy are stated in the Corporate Governance
Report.

NUMBER OF MEETINGS OF THE BOARD

During the year 2024-25, Five (5) meetings of the Board
of Directors, were held on May 28, 2024, August 14, 2024,
November 14, 2024, November 28, 2024 and February 13,
2025.

The intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the
Directors of the Company state:

a. t hat in the preparation of the annual accounts for the
year ended March 31, 2025, the applicable accounting
standards had been followed along with proper
explanation relating to material departures, if any;

b. that the directors had selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the company
as at March 31, 2025 and of the profit and loss of the
Company for the year ended on that date.

c. that the directors had taken proper and sufficient care
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. that the directors had prepared the annual accounts on a
going concern basis;

e. that the directors had laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively.

f. that 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.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during
the financial year were on an arm's length basis and were in
the ordinary course of business. There were no materially
significant related party transactions made by the company
with promoters, directors, key managerial personnel or other
designated persons which may have a potential conflict with
the interest of the company at large. None of the Directors
had any pecuniary relationships or transactions vis-a-vis
the Company other than sitting fees and reimbursement of
expenses incurred, if any, for attending the Board meetings.

All related party transactions are placed before the audit
committee for review and approval as per terms of the Policy
for dealing with related parties. Prior omnibus approval of the
audit committee is obtained for the transactions which are of
a foreseen and repetitive nature. The policy on related party
transactions as approved by the board is uploaded on the
company's website at the following link: https://www.sepc.in/
pdf/RPT%20Policy-17-2-25.pdf

Form AOC-2 in the specified format is enclosed as Annexure
- II.

EXPLANATIONS OR COMMENTS ON QUALIFICATIONS,
RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMER
MADE BY THE STATUTORY AUDITORS AND THE
SECRETARIAL AUDITORS IN THEIR REPORT

The explanations/comments made by the Board relating
to qualifications, reservations or adverse remarks made by
the Statutory Auditors and the Secretarial Auditor in their
respective reports are furnished below:

BOARDS RESPONSE TO THE QUALIFICATIONS OF
STATUTORY AUDITORS

i. The carrying value of Deferred Tax Asset (DTA) as on
March 31, 2025, include an amount of Rs. 29,548.46
Lakhs (March 31, 2024 Rs.30,870.91 lakhs), which was
recognized on carried forward business losses of Rs.
84,559.48 Lakhs (March 31, 2024 Rs.88,343.94 lakhs).
Due to non-availability of sufficient appropriate audit
evidence to corroborate management's assessment that
sufficient taxable profits will be available in the future
against which such carried forward business losses can
be utilised as required by Ind AS 12: "Income taxes", we
are unable to comment on adjustments, if any, that may
be required to the carrying value of the aforesaid DTA as
on March 31,2025.

ii. Non-Current Contract Assets include overdue balances
of Rs.6,959.44 Lakhs as on March 31, 2025 (March 31,
2024 Rs.6,959.44 Lakhs) [net of provisions amounting to
Rs.926.98. Lakhs (March 31,2024 Rs.926.98 lakhs)] and
Non-Current Trade Receivables include overdue balances

Rs.495.18 Lakhs as on March 31, 2025 (March 31,
2024 Rs.495.18 lakhs) [net of provisions amounting to
Rs. 82.99 Lakhs (March 31,2024: Rs.82.99 lakhs)], relating
to dues on projects which have been stalled due to delays
in obtaining approvals from the regulatory authorities.
Due to the non-availability of sufficient appropriate audit
evidence to corroborate management's assessment of
the recoverability of the said balances on these projects,
we are unable to comment on the carrying value of these
non- current Contract Assets and non-current Trade
Receivables and the consequential impact if any, on the
Standalone financial statements of the Company for the
year ended March 31, 2025. (Refer Note 8.1 and 11.1 of
the Standalone financial statements).

STATUTORY AUDITORS' REMARKS

Management Response -1

The Company has business losses which are allowed to be
carried forward and set off against available future taxable
profits under the Income Tax Act, 1961, in respect of which
the Company has created Deferred Tax Assets ("DTA"). The
Company has recognised DTA on the carry forward unabsorbed
business losses only to the extent of Rs.84,559.48 lakhs
(March 31, 2024: Rs.88,343.94 lakhs) out of the total carry
forward unabsorbed business losses of Rs.92,648.02 lakhs
that was available as at March 31, 2025 (March 31, 2024-
Rs.1,04,486.51 lakhs). The DTA amount recognised by the
Company on these carry forward unabsorbed business losses
amounts to Rs. 29,548.46 lakhs as at March 31, 2025 (March
31,2024- Rs.30,870.91 lakhs). Considering the potential order
book as on date, the current projects in the pipeline and a
positive future outlook for the Company, the management
of the Company is confident of generating sufficient taxable
profits in the future and adjust them against these unabsorbed
business losses, and accordingly, the DTA as on March 31,
2025,can be utilised before the expiry of the period for which
this benefit is available.

Management Response -2

Non-Current Contract Assets include overdue balances
of Rs. 6,959.44 lakhs as at March 31, 2025 (March 31,
2024 Rs. 6,959.44 lakhs), which are net of provisions of
Rs. 926.98 lakhs as at March 31, 2025 (March 31, 2024: Rs
926.98 lakhs).The above amount pertain to projects which
have been stalled due to delays in obtaining approvals from
the regulatory authorities. One of the customers in the said
projects is undergoing liquidation process, in respect of which
the Company is confident of recovering the dues based on the
realisability of the assets available with the said customer.
Further, considering the ongoing negotiations with the
customers, the management of the Company is confident of
recovering both these dues in full.

SECRETARIAL AUDITOR'S REMARKS

The Secretarial Auditors' Report for the year 2024-2025 does
not contain any qualification, reservation or adverse remarks
in their report. The Secretarial Auditors' Report is enclosed as
Annexure to the Board's report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THE REPORT

There have been material changes in the financial position of
the company between the end of the financial year and the
date of this report. The Board of Directors of the company
at their meeting dated November 14, 2024 has approved
issuance of equity shares to the existing equity shareholders
on rights basis for an amount not exceeding Rs 35,000 Lakhs.
In relation to the same, the following is a summary of the
changes:

a) Rights Issue Committee at its meeting dated May 13,
2025, has fixed the issue size to be up to Rs 35,000
Lakhs of Partly Paid up Equity shares (Rs.5/- payable
with Application and Rs.5/- payable on First and Final
call) Lakhs.

b) The aforesaid Rights Issue was opened for the Eligible
Equity Shareholders from Friday, Monday June 09, 2025
to Monday June 23, 2025.

c) The basis of the allotment was approved by BSE Limited
on June 27, 2025, being the designated Stock Exchange.

d) The Rights Issue committee of the Board at its meeting
dated June 27, 2025 allotted 35,00,00,000 Rights equity
shares to the Shareholders of the Company as on the
record date fixed for the purpose of Rights Issue.

e) The Trading approvals from both BSE Limited and
National Stock Exchange of India Limited on July 11,
2025 for the aforesaid Rights Issue.

COMPOSITION OF AUDIT COMMITTEE:

Pursuant to Section 177 of the Companies Act, 2013, during
the year, the Audit Committee was not reconstituted by the
Board of Directors and the Committee has the following
members:

The Board has accepted the recommendations of the Audit
Committee and there were no incidences of deviation from
such recommendations during the financial year under review.

During the year, the Audit Committee had met Seven (07)
times on 15^th April, 2024, 28^th May, 2024, 10^th June, 2024, 19^th
June, 2024, 14^th August, 2024, 14^th November 2024 and 13^th
February, 2025

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013, during
the year, the Committee was not reconstituted by the Board
of Directors and the Committee has the following members.

During the year, two meetings of the Nomination and
Remuneration Committee were held on 28^th May, 2024 and
14^th August, 2024. The said committee has been empowered
and authorized to exercise powers as entrusted under the
provisions of Section 178 of the Companies Act, 2013. The
Company had laid out the policy on director's appointment and
remuneration including criteria for determining qualifications,
positive attributes, independence of a director and other
matters provided under sub section 3 of Section 178 of the
Companies Act, 2013. Policy on Criteria for Board Nomination
and Remuneration is available on the website of the Company
under the link http://www.sepc.in/pdf/Criteria-for-Board-
Nomination.pdf.

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

Pursuant to Sections 177(9) and (10) of the Companies Act,
2013 and Regulation 22 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company
has a Vigil Mechanism through a Whistle Blower Policy.
The details about the whistle blower policy are provided in
the Corporate Governance Report and also posted on the
Company's website.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is carrying accumulated losses for the last 11
years. However, the Corporate Social Responsibility Committee
was formed* based on the net worth of the Company as per
the Companies (Corporate Social Responsibility Policy) Rules,
2014.

Policy on Corporate Social Responsibility is available in the
website of the Company under the link: https://www.sepc.in/
pdf/Policy-on-Corporate-Social-Responsibility-New.pdf

*Pursuant to Section 135(9) of the Companies Act, 2013,
the constitution of the CSR committee is not applicable and
accordingly w.e.f. 27-12-2022 Corporate Social Responsibility
Committee so formed, was dispensed.

AUDITORS

M/s. MSKA & Associates, Chartered Accountants (Regn. No.
105047W) had been appointed as Statutory Auditors of the
Company as per Section 139 of the Companies Act, 2013 for
a period of 5 years from the conclusion of Seventeenth Annual
General Meeting till the conclusion of Twenty-second Annual
General Meeting, by the members at the Annual General
Meeting held on August 24, 2017.

Further, the members at the Annual General Meeting held on
September 19, 2022 re-appointed M/s. MSKA & Associates,
Chartered Accountants as the statutory auditors of the
Company, for a second term of five consecutive years, from
the conclusion of the Twenty-second Annual General Meeting
till the conclusion of the Twenty-seventh Annual General
Meeting to be held in the year 2027.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 (Act)
read with Companies (Cost Records and Audit) Rules, 2014,
(Rules) the Company is required to maintain cost accounting
records. Further, the cost accounting records maintained
by the Company are required to be audited. M/s GSVK
& Co., Cost Accountants (Registration No. of the Firm is
002371) was appointed as Cost Auditor of the company for
the financial year 2024-25 to conduct the audit of the Cost
Records maintained by the company pursuant to the Act, on
recommendation of the Audit Committee, for a remuneration
of Rs. 60000/- plus applicable taxes and payment of such out
of pocket expenses as approved by the Board of Directors of
the Company. In terms of the Act and Rule 14 of Companies
(Audit and Auditors) Rules, 2014 the remuneration payable to
the cost auditor is required to be placed before the members
in a general meeting for their ratification.

Accordingly, a resolution seeking member's ratification for the
remuneration payable to M/s GSVK & Co., Cost Accountants
is included at Item No. 3 of the notice convening the Annual
General Meeting.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
company has appointed Alagar & Associates LLP, Chennai,
Company Secreataries in Practice to undertake the Secretarial
Audit of the Company. The Report of the Secretarial Auditor is
forming part of this Annual Report.

SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, highlighting
the industry structure, financial and operating performance is
attached and forms part of this report.

CORPORATE GOVERNANCE

All material information was circulated to the directors before
the meeting or placed at the meeting, including minimum
information required to be made available to the Board as
prescribed under Part A of Schedule II and Sub-Regulation
7 of Regulation 17 of the Listing Regulations. In terms of
Regulation 34 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 a Report on Corporate Governance along
with a Certificate from the Practicing Company Secretary
confirming the compliance with the conditions of Corporate
Governance as stipulated under Part E of Schedule V of the
Listing Regulations is attached to this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

A separate section on Business Responsibility and
Sustainability Report forms part of this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy
in line with the requirements of The Sexual Harassment
of Women at the workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints Committee (ICC)
has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual,
temporary and trainees) are covered under this policy.

The following is the summary of sexual harassment
complaints during the year 2024-25.

No. of complaints received - Nil

No. of complaints disposed off- Not Applicable

Number of cases pending for more than ninety (90) days - NIL

THE COMPANY HAS COMPLIED WITH THE PROVISIONS RELATING
TO THE MATERNITY BENEFITS ACT, 1961'

REPORTING OF FRAUDS

There was no instance of fraud during the year under review,
which required the Statutory Auditors to report under Section
143(12) of the Act and the Rules made thereunder.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo

stipulated under Section 134(3) (m) of the Companies Act,
2013 read with Rule 8(3) of The Companies (Accounts) Rules,
2014, is given below:

(i) Conservation of Energy:

a) The Company is making all efforts to conserve
energy. It also takes appropriate steps to reduce
the consumption through efficiency in usage and
timely maintenance / upgradation of energy saving
devices.

(ii) Technology Absorption:

a) The Company uses latest technology and
equipments in its business. Further the Company is
not engaged in any manufacturing activity.

Foreign exchange earned during the year in terms
of actual inflows was Nil whereas Foreign exchange
outgo during the year in terms of actual outflows
was Rs. 208.12 Lakhs.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND AUTHORITY

The Company had declared Dividend up to the year 2011¬
12 and all unclaimed / Unpaid Amounts and the underlying
shares have already been transferred to IEPF Authorities.

ANNUAL RETURN

The details forming part of the Annual Return in the prescribed
form MGT - 7 as per Section 92(3) of the Companies
Act, 2013 is uploaded on the website of the Company at
http://www.sepc.in/Companies-Act-and-SEBI-Compliances.aspx.

PARTICULARS OF EMPLOYEES:

The ratio of remuneration of each Director to the median
of employees' remuneration as per Section 197(12) of the
Companies Act, 2013 read with Rule 5 of the Companies
(Appointment & Remuneration of Managerial Personnel)
Rules, 2014 is provided in the Corporate Governance Report
as part of this Annual Report.

DISCLOSURE REQUIREMENTS

None of the Auditors of the Company have reported any fraud
as specified under second proviso of Section 143(12) of the
Companies Act 2013 (including any statutory modification (s)
or re-enactment(s) thereof for the time being in force.

The Company does not have any scheme or provision of money
for the purchase of its own shares by employees/ Directors or
by trustees for the benefit of employees/ Directors: and The
Company has not issued equity shares with differential rights
as to dividend, voting or otherwise.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company
prepared in accordance with Section 129(3) of the Companies
Act, 2013 and relevant Accounting Standards (AS) viz. AS
21, AS 23 and AS 27 issued by the Institute of Chartered
Accountants of India form part of this Annual Report. Further,
a statement containing the salient features of the financial
statement of the subsidiary in the prescribed format AOC-
1 is appended to the Directors Report. The statement also
provides the details of performance and financial position of
the subsidiary.

OTHER CONFIRMATIONS

No application under the Insolvency and Bankruptcy Code,
2016 (IBC) was made on the Company during the year. Further,
no proceeding under the IBC was initiated or is pending
as at 31^st March, 2025. There was no instance of one time
settlement with any Bank or Financial Institution.

APPRECIATION & ACKNOWLEDGEMENTS

The Directors wish to thank the bankers for their continued
assistance and support. The Directors also wish to thank
the Shareholders of the company for their continued support
even during these testing period. Further, the Directors also
wish to thank the customers and suppliers for their continued
cooperation and support. The Directors further wishes to
place on record their appreciation to all employees at all levels
for their commitment and their contribution.

For and on behalf of the Board

Mr. Abdulla Mohammad Ibrahim Hassan Abdulla

14-08-2025 (DIN.09436100)

Chennai Chairman