SEPC Ltd

Dear Shareholder,

Your Directors present the Twenty Fourth Annual Report together with the Audited Financial Statements of your Company for the financial year ended 31^st March, 2024.

FINANCIAL RESULTS

( in Lakhs)

OPERATING RESULTS & PERFORMANCE

During the financial year ended March 31, 2024 the company had recorded a total income at 606.56 Crs as against 390.94 Crores in the previous year on a standalone basis. Profit was at 22.67 Crs as against a (loss) of 11.32 Crores during the corresponding period.

BUSINESS HIGHLIGHTS

Your Directors are pleased to state that during the year , your company has signed share purchase agreement through the WOS Ms Shriram EPC FZE, for acquisition of 75% stake in ALMOAYYED Electrical Equipment & Instrumentation Systems LLC (AEEIS). During the year Company has won an order for 427.79 Crores and the Companys order book stood at 955 Crores as on 31^st Mar 2024.

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

• Organisational 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

SHRIRAM EPC FZE, SHARJAH

The Companys Wholly owned Subsidiary(WOS) has received the Notice to commence work on Construction of Cement Project at a total project cost in excess of USD 325 Million (equivalent to in excess of Rs 2,700 Cr at current Exchange Rate) from M/s JV OHONGORON SEMENT MS LLC at Tashkent, Republic of Uzbekistan.

Further, WOS had successfully concluded the execution of Share Purchase Agreement for the acquisition of 75% of ALMOAYYED Electrical Equipment & Instrumentation Systems LLC (AEEIS) Abu Dhabi, UAE. And had initiated the process of the name change of the company with the Department of Economic Development of Abu Dhabi Government and the New name submitted is SEPC Middle East Engineering & Construction LLC and this should help in obtaining projects from the GCC Countries.

Form AOC-1 in the specified format is enclosed as Annexure – I.

SHRIRAM EPC ARKAN LLC

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.

SEPC ARABIA LIMITED COMPANY

The above Company registered in Saudi Arabia and awaiting investment by the Company.

DIVIDEND

Since the Company has carried forward losses, the Board has decided not to recommend a Dividend.

SHARE CAPITAL

The authorized and paid-up capital of your Company is 1750 Crores and 1409.81 Crores respectively.

The shareholding pattern as on 31^st March 2024 is as under:

The total net worth of the Company as at 31^st March, 2024 on Standalone basis was 1207.39 Cr

RIGHTS ISSUE

During the year, on 21^st August 2023, 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 4,900 Lakhs. Subsequently on 16^th November, 2023, the Rights Issue committee of the Board of Directors decided to Issue

1 (one) Rights Equity Shares for every 36 (Thirty Six) fully paid equity shares aggregating to 3,83,84,615 equity shares (the "Issue") of face value of 10 each for cash at a price of 13/- (including a share premium of 3/- ) per equity share ("Rights Equity Shares") for an amount aggregating to 4,900 Lakhs on a rights basis to the Eligible Equity Shareholders of the Company as on the record date of 28^th November 2023. The Issue was opened for the Eligible Equity Shareholders from Wednesday, December 06, 2023 to Monday, December 18, 2023 and the basis of allotment was approved by BSE Limited on December 22, 2023, being the designated Stock Exchange. The Rights Issue committee of the Board allotted 3,83,84,615 equity shares on December 22, 2023 to the Shareholders of the Company as on the record date fixed for the purpose of Rights Issue and further obtained the listing approvals from BSE Limited and National Stock Exchange of India Limited on 27^th and 28^th December 2023 respectively.

Also, During the year, on 29^th January 2024, 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 2,500 Lakhs. Subsequently on 17^th April 2024, the Rights Issue committee of the Board of Directors decided to reduce the Size of the Issue as Rs.2,000 Lakhs and on the 19^th of June 2024, the said Committee had approved Terms of Issue - to Issue 6 (six) Rights Equity Shares for every 55 (Fifty Five) fully paid equity shares aggregating to 15,38,46,153 equity shares (the "Issue") of face value of 10 each for cash at a price of 13/- (including a share premium of 3/- ) per equity share ("Rights Equity Shares") for an amount aggregating to 2,000 Lakhs on a rights basis to the Eligible Equity Shareholders of the Company as on the record date of 25^th June 2024. The Issue was opened for the Eligible Equity Shareholders from July 05, 2024, to 19^th July 2024 and the basis of allotment was approved by BSE Limited on December 22, 2023, being the designated Stock Exchange. The Rights Issue committee of the Board allotted 15,38,46,153 equity shares on 24^th July, 2024 to the Shareholders of the Company as on the record date fixed for the purpose of Rights Issue and further obtained the listing approvals from BSE Limited and National Stock Exchange of India Limited on 25^th and 26^th July 2024 respectively.

DETAILS OF DEPOSITS

The Company has not accepted any Deposits covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

SIGNIFICANT AND MATERIAL ORDERS

Work Order was received by Shriram EPC FZE, a wholly owned subsidiary of SEPC limited for Design, Engineering, Procurement, Supply, Erection, Commissioning and performance testing of Artificial Intelligence Centre called

"Experience Centre" in Dubai, UAE and the value of the contract is AED 20,050,000 (AED Twenty Million Fifty Thousand Only) to be completed within a period of 9 months from the date of signing of contract.

Our bid dated 17.07.2023 has been accepted by Drinking Water and Sanitation Department of Government of Jharkhand for a contract price of 427,79,17,280.00/- (Four Hundred and Twenty-Seven Crores and Seventy-Nine Lakhs Seventeen Thousand and Two Eighty Only) vide their Letter of Acceptance dt.29-11-2023 soft copy received by us today, the 04^th of December, 2023.

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.

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors' Certificate thereon, and the Management Discussion and Analysis Report, the Business Responsibility and Sustainability Report ("BRSR") form part of the Director's Report.

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. 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 2023-24.

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. Apart from Internal Audit function which scrutinizes all the financial transactions, 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 OF DIRECTORS

During the year, the appointment of Mr. Rajesh Kumar Bansal as Additional (Independent) Director for a period of five (5) years w.e.f 18-01-2023 to 17-01-2028 and appointment of Ms. Gayathri Sundaram as Additional (Independent) Director for a period of five (5) years w.e.f 30-01-2023 to 29-01-2028 w.e.f 12^th April, 2023, was approved by the shareholders vide Postal Ballot held on 12^th April, 2023.

Apart from the above, there was no change in the Directors and Key Managerial Personnel of the company during the year under review.

Mr N.K Suryanarayanan (DIN: 01714066) 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 forth coming 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 N.K Suryanarayanan (DIN: 01714066) as a Director of the Company is included in the Notice sent along with the annual report.

EVALUATION OF BOARD'S PERFORMANCE

As per the provisions of Section 134(3) (p) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board 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. 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 January 29, 2024 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.

REMUNERATION POLICY

Pursuant to Section 178(3) of the Companies Act, 2013, the Board on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and other employees 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 2023-24, 7(seven) meetings of the Board of Directors, were held on 25^th May, 2023, 10^th August, 2023, 21^th August, 2023, 11^th September, 2023, 9^th November, 2023, 29^th January, 2024 and 13^th February, 2024.

The Audit Committee had met on 25^th May, 2023, 10^th August, 2023, 12^th October, 2023, 9^th November 2023, 29^th January, 2024, 13^th February, 2024. The details of the said meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: a. that in the preparation of the annual accounts for the year ended March 31, 2024, 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 as mentioned in Note No: 2. of the Financial Statements 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, 2024 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.

None of the Directors had any pecuniary relationships or transactions vis-?-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_10.08.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 qualification, reservations or adverse remarks made by the Statutory Auditors and the Secretarial Auditor in their respective reports are furnished below:

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.88,343.94 lakhs (March 31, 2023: Rs.1,11,216.10 lakhs) out of the total carry forward unabsorbed business losses of Rs.1,04,486.51 lakhs that was available as at March 31, 2024 (March 31, 2023- Rs.1,37,510.14 lakhs). The DTA amount recognised by the Company on these carry forward unabsorbed business losses amounts to Rs. 30,870.91 lakhs as at March 31, 2024 (March 31, 2023 - Rs. 33,289.92 lakhs). Considering the potential order book as on date, the expected reduction in finance cost in the light of implementation of resolution plan with its lenders, 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 entire DTA 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, 2024 (March 31, 2023 Rs. 7,351.90 lakhs), which are net of provisions of Rs. 926.98 lakhs as at March 31, 2024 (March 31, 2023: 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.

The Secretarial Auditors' Report for the year 2023-2024 does not contain any qualification, reservation or adverse remark except for one observation as stated 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 following is a summary of the changes: a) The Rights Issue was opened for the Eligible Equity Shareholders from Wednesday, December 06, 2023 to Monday, December 18, 2023 b) The basis of allotment was approved by BSE Limited on December 22, 2023, being the designated Stock Exchange. c) The Rights Issue committee of the Board allotted 3,83,84,615 Rights equity shares on December 22, 2023 to the Shareholders of the Company as on the record date fixed for the purpose of Rights Issue. d) The listing approvals from BSE Limited and National Stock Exchange of India Limited on December 27, 2023 and December 28, 2023 respectively 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 Six (06) times on 25^th May, 2023, 10^th August, 2023, 12^th October, 2023, 9^th November 2023, 29^th January, 2024, 13^th February, 2024.

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 Annual Report Disclosures under Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 Nomination and Remuneration Committee were held on 25^th May, 2023 and 10^th August, 2023. 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 in the website of the Company under the link http://www.sepc.in/pdf/Criteria-for-Board-Nomination.pdf.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is carrying accumulated losses for the last 4 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: http://www.sepc.in/ pdf/https://www.sepc.in/pdf/https://www.sepc.in/pdf/Policy-on-Corporate-Social-Responsibility-New.pdf.

*Pursuant to Section 135(9) of the Companies Act, 2013, constitution of the CSR committee is not applicable and accordingly w.e.f 27-12-2022 Corporate Social Responsibility Committee 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 19^th September, 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.

SECRETARIAL AUDIT

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 Mr. M. Alagar of M/s. M. Alagar & Associates, Chennai, Company Secretary 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 Institute of Company Secretaries of India has issued Secretarial Standards (Meetings of the Board and General Meetings) on various aspects of corporate law and practices. The Company has complied.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, highlighting the business details, 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 of 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 Sub- Regulation 34(3) of the Listing Regulations is attached to this report.

PROTECTION OF WOMEN AT WORK PLACE

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 2023-24.

No. of complaints received – Nil

No. of complaints disposed off– Not Applicable

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:

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-

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

Earnings in Foreign Currency: 4,061.37 Lakhs Expenditure in Foreign Currency: 4,120.69 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 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 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

The Company complies with all applicable mandatory Secretarial standards issued by the Institute of Company Secretaries of India 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 subsidiaries.

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, 2024. 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