SRM Contractors Ltd

To,

The Members,

SRM CONTRACTORS LIMITED

Your Board of Directors ("Board") take pride in presenting their 16^th Annual Report on the business, operations and state of affairs of the Company together with the Standalone and Consolidated Audited Financial Statements for the Financial Year ended on March 31, 2024 ("FY 2023-24" or "period under review").

1. FINANCIAL HIGHLIGHTS

The summarized consolidated and standalone financial performance of your Company is as follows:

(Amount in Rs. Lakhs)

RESERVES:

The Reserves & Surplus standing in the books of accounts amounting to Rs 69,21,82,000/-for the year ended on 31.03.2024.

SHARE CAPITAL

The Paid up Share Capital of the Company as on 31st March, 2024 is Rs. 16,74,42,000/-. There was no change in share capital of the Company during the year under review.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business activity of the Company during the period under review. However, on June 19, 2023, the status of the Company was changed from "SRM Contractors Private Limited" to "SRM Contractors Limited".

DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review. Therefore, the Company's Board of Directors does not recommend a dividend for the year ended March 31, 2024.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and Commitment affecting the Financial Position of the Company have occurred. The Company is in growth phase and is constantly working towards growth and prosperity of Company.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors hereby submits its responsibility Statement:-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) 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.

FRAUD REPORTING:

During the year under review no instances of fraud were reported by the Company and by the Statutory Auditors of the Company.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

Business Risk Assessment procedures have been set in place for self-assessment of business risks, operating controls and appropriate risk management policies are being framed to cope up with any type of business risk.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 furnished in Annexure I is attached to this report.

There was no foreign exchange inflow or Outflow during the year under review.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

SRM Contractors Limited CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure IIof this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

VIGIL MECHANISM/ WHISTLE BLOWING POLICY

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with the rules made there under and pursuant to Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has an effective Whistle Blower Policy for its Directors and employees, to report instances of unethical encumber and actual or suspected fraud or violation of the Company's Code of Conduct. The aim of the Vigil Mechanism Policy is to provide adequate ANNUAL REPORT 2023-24 safeguards against encumbered of the whistle blower who avails the mechanism and provides direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. The details of the Whistle Blower Policy are available on the website of the Company: www.srmcpl.com .

The policy provides for adequate safeguard against the victimization of the employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The functioning of Vigil Mechanism is overseen by the Audit Committee.

During the period under review, no such complaint of unethical or improper activity has been received by the Company.

PREVENTION OF INSIDER TRADING

The Company has adopted an Insider Trading Policy with a view to regulate the trading in securities by the designated persons of the Company. The Insider Trading Policy requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the designated persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for the implementation of the Insider Trading Policy.

The Insider Trading Policy can be accessed from the website of the Company at www.srmcpl.com .

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company has not made any loans, guarantees and investments under Section 186 of the Companies Act, 2013 during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 is furnished in Annexure III is attached to this report.

NOMINATION AND REMUNERATION POLICY

The board has, on the recommendation of the nomination and remuneration committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of this policy is available on the website of the company at www.srmcpl.com .

BOARD AND ITS COMMITTEES

During the year ended March 31, 2024, 30 Board Meetings ,1 Audit Committee Meeting and 1 CSR committee were held.

COMPOSITION OF VARIOUS COMMITTEES

Details of the various committees constituted by the board as per the provisions of Companies Act,2013 and the SEBI(LODR) Regulations,2014, are given in Annexure IV which form part of this report.

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

The company has always believed in providing a safe and harassment free workplace for every individual working in the company through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place a robust system on prevention of sexual harassment at workplace and it aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of sexual harassment. For this purpose, the company has constituted Internal Complaint Committee, the details of which are available on the website of the company: www.srmcpl.com .

There were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the year under review.

THE DETAIL OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year, there was no application made and proceeding initiated/ pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and /or Operational Creditors against your Company.

As on the date of this report, there is no application or proceeding pending against our Company under the Insolvency and Bankruptcy Code, 2016.

THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING LOANS FROM BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the Financial Year 2023-24, the Company has not made any one time settlement with its Bankers from which it has accepted any term Loan.

SECRETARIAL STANDARDS:

The Secretarial Standards i.e SS-1& SS-2 relating to meetings of Board of Directors and General Meeting respectively have been duly followed by the Company.

M/s.VermaKhushwinder&Co., Cost Accountant, Jalandhar has been appointed as Cost Auditor of the company to maintain the cost records of the company for the financial year ended 31^st March, 2024 pursuant to the provisions of Section 148 of the Companies Act, 2013 and the rules made thereunder.

Mr. Vijay Langoo., has been appointed as Internal Auditor of the Company for the Financial year ended 31^st March 2024 to conduct the Internal audit of the Company pursuant to the provisions of Section 138 of the Companies Act 2013 read with rule 13 of the Companies (Accounts) Rules 2014.

SECRETARIAL AUDITOR

M/s. D.K Pandoh & Associates, Company Secretaries, Jammu has been appointed as the Secretarial Auditor for the Financial year ended 31^st March 2024 to conduct the Secretarial Audit of the Company pursuant to Section 204 of the Companies Act 2013 read with Rule 9 of Companies(Appointment and remuneration of Managerial Personnel) Rules, 2014.

INTERNAL FINANCIAL CONTROLS:

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 .The system of internal control has been designed to ensure orderly and efficient conduct of its business, including adherence to

Company's policies , to ensure the accuracy and completeness of the accounting records, and to provide the directors timely and reliable financial reports, data and information and with reasonable assurance that its assets are safeguarded, that transactions are authorised and properly recorded and that material errors and irregularities are either prevented or detected . Your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, the Internal Financial Controls are periodically assessed and reviewed.

DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

PARTICULARS OF DIRECTORS/KMP's ,EMPLOYEES AND RELATED DISCLOSURES:

In terms of provisions of Section 197of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the year under review there were no employees receiving remuneration in excess of the prescribed limit as per the provisions of the Companies Act, 2013.The statement showing names and other particulars of the employees are provided under Annexure Vto this report.

SUBSIDIARY /JOINT VENTURE /ASSOCIATES

The following below is list of subsidiary companies and joint venturesof the SRM Contractors Limited pursuant to provisions of the Companies Act, 2013:

The Form AOC-1 pursuant to Section 129(3) read with the rule 5 of Companies (Accounts) Rules, 2014 is furnished in Form AOC-1 (Annexure-VI)are attached with this report.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standard (AS-21) on Consolidated Financial Statements read with Accounting Standard (AS-13) on Accounting for Investments in subsidiaries, the audited consolidated financial statements are provided in the annual report.

STATUTORY AUDITORS/ AUDITOR'S REPORT:

The appointment of M/s Satyendra Mrinal & Associates, Chartered Accountants, Jammu as Statutory Auditors of the company had been made for the period of 5 years and to hold office from the conclusion of 13^th Annual General meeting until the conclusion of the 18^th Annual General Meeting to be held in the year 2026. The Company has received a letter from them to the effect that their appointment is within the limit prescribed under Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013.

CODE OF CONDUCT

The Board has approved a Code of Conduct which is applicable to the members of the Board and all the employees in the course of day to day operations of the Company. The Code of Conduct has been placed on the Website at www.srmcpl.com

The Code of Conduct lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in workplace, in business practices and in dealing with stakeholders. All the members of the Board and the Senior Management Personnel have confirmed compliance with the Code of Conduct.

PERFROMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of section 178(2) of Companies Act,2013 and Regulation 17 of the SEBI(LODR) Regulations,2015, and notifications/circulars of SEBI, 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 committee.

During the year under review, a meeting of Independent Directors was held on 28^thDecember,2023 to carryout annual evaluation of the performance of the board, its committees and individual directors.

DIRECTORS& KEY MANAGERIAL PERSONNEL

The composition of the Board is governed by the relevant provisions of the Companies Act, 2013 and rules made there

under, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015, the Articles of Association of the Company, and all other applicable laws and is in accordance with the best practices in corporate governance from time to time.

i. Board of Directors

As on 31st March, 2024, there are six Directors in the Company, The details are as follows:

ii. Fit and Proper Criteria

All the Directors of the Company duly meet the fit and proper criteria stipulated by the Reserve Bank of India.

iii. Directorships appointed/ceased during the year:

During the period under review, significant changes has occurred in the composition of Board of Directors.

On 2^nd August 2023, Mr. Dhaman Kumar Pandoh and Mr. Inderjeet Kumar has been appointed as the Independent Directors of the company. However, due to their preoccupation, on 29^th August 2023, Mr. Dhaman Kumar Pandoh and Mr. Inderjeet Kumar, resigned from their respective offices.

To ensure proper composition of the Board in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board in its meeting on 2^nd August 2023, 29^th August 2023 and 11^th September 2023, has appointed Mr. Yudhvir Gupta (DIN: 10262882),Sushil Kumar Sharma (DIN: 10298719) and Mr. Sanjay Sharma (DIN: 10313054) respectively as Independent Directors o the board of the company, for period of 5 years, not liable to retire by rotation.

iv. Retirement by Rotation

In accordance with Section 152 of the Companies Act, 2013 and rules framed thereunder, and in terms of the Articles of Association of the Company, Ms. Ashley Mehta (DIN:08068781)) Non-Executive Director, is liable to retire by rotation, and being eligible, has offered herself for re-appointment at the ensuing Annual General Meeting.

v. Key Managerial Personnel

As on 31st March, 2024, Mr. Sanjay Mehta(Managing Director) , Mr. Puneet Pal Singh (Whole-time Director) Mr. Krishan Singh(Chief Financial Officer) and Mr. Arun Mathur (Company Secretary and Compliance Officer), are designated as KMP of the Company.

a ) Declaration from Independent Directors

The Board has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and have their names registered in the Independent Director's Databank.

b) Criteria for Performance Evaluation

Nomination and Remuneration Committee has laid down various criteria for performance evaluation of Independent Directors which, inter-alia, includes preparedness and attendance at the meetings, understanding of Company s operations and business and contribution at Board Meetings through which the Board satisfy itself with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed in the Company.

(c) Details of Familiarization Programme

Pursuant to Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, every Independent Director on the Board is familiarized by the Executive Directors/ Senior

Managerial Personnel about the Company s strategy, operations, organization structure, human resources, quality, finance and risk management at each Board Meeting before taking up the Agenda items for discussion.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/ her role, functions, duties and responsibilities as a director. The terms and conditions of letter of appointment is available on the Company s website at

DISCLOSURES BY DIRECTORS

None of the directors of the company is disqualified as per the provision of the section164(2) of Companies Act ,2013.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and future outlook of the Company is given in the

Management's Discussion and Analysis appearing as Annexure VII to this Report.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the period under review:

a) The Company has not bought back any of its securities; b) The Company has not issued any bonus share; c) The Company has not issued any sweat equity shares; d) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise; e) The Company is not liable to transfer amount of dividend lying in the unpaid dividend account to Investor Education and Protection Fund (IEPF) pursuant to provisions of Section 125 of the Companies Act, 2013; and f) There was no revision in the financial statements between the end of the financial year and the date of this report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act,2013 the Annual Return,as on March 31, 2024 is available on the website of the company at www.srmcpl.com

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their unstinted support and significant contributions towards the growth of the company and confidence reposed in the Company. The Board of Directors expects to receive the similar support and contribution from everyone in future also.