Directors Report of IRM Energy Ltd.

Mar 31, 2025

Your Directors have great pleasure in presenting their 10th Annual Report together with the Audited Financial Statements
(standalone and consolidated) for the Financial Year ended March 31, 2025 and the report of the Auditors thereon.

FINANCIAL RESULTS

The Audited Financial Statements (standalone and consolidated) of your Company as on March 31, 2025, are prepared
in accordance with the relevant applicable Indian Accounting Standards (“Ind AS”) and Regulation 33 of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”) and the provisions of the Companies Act, 2013 (“Act”).

The Company’s financial performance for the financial year ended March 31, 2025, is summarized below:

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	10,563.55	9,565.40	10563.55	9,565.40
Other Income	344.05	238.19	344.00	238.19
Total Income	10,907.60	9,803.59	10907.55	9,803.59
Total Expenditure other than Finance Cost, Depreciation and Tax	9600.26	8,076.75	9600.31	8,076.90
Operating Profit / (Loss) before Finance Cost, Depreciation and Tax	1307.34	1,726.84	1307.24	1,726.69
Less: Interest and Finance Charges	220.87	266.96	220.86	266.97
Less: Depreciation and amortization expenses	348.24	264.74	348.24	264.73
Profit / (Loss) before Tax	738.23	1,195.14	738.14	1,194.99
Less: Provision for Taxation	267.74	280.10	267.70	280.08
Profit for the period/year before share of profit/(loss) of joint control entities	470.49	915.04	470.44	914.91
Share of Profit/(loss) of Joint Control Entities	-	-	(18.42)	(58.28)
Profit for the period/year	470.49	915.04	452.02	856.63
Less: Transfer to non-controlling interest	-	-	(0.02)	(0.04)
Other comprehensive income / (Expenses) [net of tax]	(1.20)	(0.16)	(1.29)	(0.13)
Items that will not be reclassified to Profit or (Loss), net of tax	(1.20)	(0.16)	(1.29)	(0.13)
Total comprehensive income / (Expenses) for the period	469.29	914.88	450.75	856.54
Earning per equity share (h Per share)	11.46	26.14	11.01	24.47

Notes:

1. There are no material changes and commitments affecting the financial position of your Company which have
occurred between the end of the financial year and the date of this report.

2. Previous year figures have been regrouped/re-arranged wherever necessary.

3. There has been no change in nature of business of the Company.

OPERATING RESULTS & BUSINESS PERFORMANCE

(a) OPERATIONAL HIGHLIGHTS

The Company is a City Gas Distribution (“CGD”)
Company, with operations at Banaskantha
(Gujarat), Fatehgarh Sahib (Punjab), Diu & Gir
Somnath (Union Territory of Daman and Diu and
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. It supplies
natural gas to two primary set of customer
segments - Compressed Natural Gas (cng) and
Piped Natural Gas (png).

As of March 31, 2025, the Company has created
an overall infrastructure of 5671 inch kms of MDPE
pipelines and steel pipelines and the Company
have total 214 PNG industrial customers, 412 PNG
commercial customers and 75,005 PNG domestic
customers. The Company established 111 CNG
Stations comprising 5 Stations owned and operated
by the Company (“COCO Stations”) including pure
play mother station, 46 CNG Stations owned and
operated by dealers (“DODO Stations”) and 60
CNG Stations owned and operated by oil marketing
companies (“OMC Stations”) as at March 31, 2025.

In FY 2024-25, the Company commissioned a total
of 29 CNG stations, comprising 18 stations in the
Namakkal and Tiruchirappalli GA, 7 stations in the
Banaskantha GA, 2 stations in the Fatehgarh Sahib
GA, and 2 stations in the Diu & Gir-Somnath GA.

(b) FINANCIAL HIGHLIGHTS
Consolidated Financial Results

The Consolidated Financial Statements have
been prepared on the basis of audited financial
statements of the Company, its subsidiary and joint
control entities, as approved by their respective Board
of Directors. The Audited Consolidated Financial
Statements together with the Auditors’ Report form
part of this Report. The financial highlights are:

1. Revenue from operations increased by 10.44%
compared to FY 2023-24, from H 9,565.40 million
to H 10,563.55 million.

2. EBITDA has decreased by 24.29% compared
to FY 2023-24, from H 1,726.69 million to
H 1307.24 million.

3. PAT has decreased by 47.23% compared to FY
2023-24, from H 856.63 million to H 452.02 million.

Standalone Financial Results

1. Revenue from operations increased by 10.44%
compared to FY 2023-24, from H 9,565.40 million
to H 10,563.55 million.

2. EBITDA has decreased by 24.29% compared

to FY 2023-24, from H 1,726.84 million to

H 1,307.34 million.

3. PAT has decreased by 48.58% compared

to FY 2023-24, from H 915.04 million to

H 470.49 million.

The detailed operational performance of your
Company has been comprehensively discussed in
the Management Discussion and Analysis Section,
which forms part of this Report.

(c) DIVIDEND

The Board of Directors are pleased to recommend
a final dividend of H 1.50 per share (15% on face
value of H 10/- per share) on 4,10,59,677 Equity
Shares of H 10/- each for the financial year ended
on March 31, 2025. The dividend is subject to the
approval of members at the ensuing 10th Annual
General Meeting. The said dividend, if approved
by the members, would involve a cash out flow of
H 61.59 million (Gross of tax).

Pursuant to Finance Act, 2020, Dividend Income is
taxable in the hands of the Shareholders w.e.f. April
01, 2020 and the Company is required to deduct tax
at source (TDS) from dividend paid to the Members
at prescribed rates as per the Income-tax Act, 1961.

The dividend recommended is in accordance
with the Company’s Dividend Distribution Policy
in term of Regulation 43A of the SEBI Listing
Regulations, and the same is available on the
website of the Company at https://www,irmenergy,
com/wp-content/uploads/2022/12/Dividend-
Distribution-Policy.pdf

(d) TRANSFER TO RESERVES

The Board of Directors has decided to retain the
entire amount of profit for financial year 2024-25
under Retained Earnings. Accordingly, the Company
has not transferred any amount to General Reserve
during the year under review.

SHARE CAPITAL
Authorised Share Capital

The authorized share capital of the Company as on
March 31, 2025 is H 90,00,00,000/- (Rupees Ninety Crores
only) divided into 5,00,00,000 (Five Crores) equity
shares of face value of H 10/- (Rupees Ten Only) each,
aggregating to H 50,00,00,000/- (Rupees Fifty Crores
only) and 4,00,00,000 (Four Crores) 10% Non-Cumulative
Redeemable Preference Shares (RPS) of H 10/- (Rupees

Ten Only) each, aggregating to H 40,00,00,000/- (Rupees
Forty Crores Only).

Paid-up Share Capital

The paid-up share capital of the Company as on March
31, 2025 is H 41,05,96,770/- (Rupees Forty-One Crores
Five Lakhs Ninety-Six Thousand Seven Hundred Seventy
Only) comprising of 4,10,59,677 (Four Crores Ten Lakhs
Fifty-Nine Thousand Six Hundred Seventy-Seven) Equity
Shares of H 10/- (Rupees Ten Only) each.

Changes in Share Capital

During the year under review, the Company has fully
redeemed all unlisted 3,49,99,432 (Three Crores Forty-
Nine Lakh Ninety-Nine Thousand Four Hundred Thirty-
Two) 10% Non-Cumulative Redeemable Preference
Shares of H 10/- (Rupees Ten Only) each aggregating to
H 34,99,94,320 (Rupees Thirty-Four Crores Ninety-Nine
Lakhs Ninety-Four Thousand Three Hundred Twenty
Only) on February 04, 2025.

The Company has only one class of equity shares having
value of H 10/- (Rupees Ten Only) each. During the year
under review, the Company has neither issued equity
shares with differential voting rights nor granted stock
options or sweat equity.

HOLDING COMPANY

As on March 31, 2025, the Company does not have any
holding company.

SUBSIDIARY AND ASSOCIATE COMPANIES

As at March 31, 2025, the Company had 1 (One) Subsidiary
Company namely SKI-Clean Energy Private Limited
and 3 (Three) Associate Companies namely Farm Gas
Private Limited, Venuka Polymers Private Limited and Ni
Hon Cylinders Private Limited.

During the year under review, there were no companies
that became or ceased to be subsidiary, joint venture, or
associate companies of your Company.

Pursuant to Section 129 (3) of the Act 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 associate companies.

A separate statement containing the salient features of
the financial performance of the subsidiary and associate
companies in form AOC-1 is annexed to the Consolidated
Financial Statements and form part of this Report.

In accordance with Section 136 of the Act, the Audited
Financial Statements including Consolidated Financial
Statements of the Company and Audited Financial
Statement of the Subsidiary Company are available
on the Company’s website at https://www.irmenergy.

com/investor/#financial-statements. These documents
will be available for inspection by the members of the
Company during working hours at registered office
of the Company.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of
the Act, the Annual Return as on March 31, 2025 in form
MGT-7 is available on the Company’s website and can
be accessed at www.irmenergy.com.

LOANS, GUARANTEES AND INVESTMENTS

The provisions of Section 186 of the Act, are not applicable
to the Company, as it is engaged in infrastructural
facilities as covered in Schedule VI of the Act. The details
of investment made during the year under review are
disclosed in Financial Statements.

PARTICULARS OF CONTRACTS OR

ARRANGEMENTS WITH RELATED PARTIES

Your Company has adopted a “Policy on materiality
and dealing with the Related Party Transactions”, in
accordance with the provisions of the Act and Regulation
23 of the SEBI Listing Regulations, inter-alia, providing a
framework for governance and reporting of related party
transactions including material related party transactions
and threshold limits for determining materiality.

The said Policy is available on the website of the
Company at https://www.irmenergy.com/wp-content/
uploads/2025/02/Policy-on-RPT.pdf

All transactions with related parties are placed before
the Audit Committee for its prior approval. An omnibus
approval from Audit Committee is obtained for the
related party transactions which are repetitive in nature.
Certain related party transactions that were entered
during the year under review were on arm’s length basis
and in the ordinary course of business and in accordance
with the provisions of the Section 188 of the Act and rules
made thereunder and SEBI Listing Regulations.

The Company has not entered into any transaction
or arrangement with the related parties which could
be considered as material in terms of provisions of
Section 188 of the Act and rules made thereunder,
SEBI Listing Regulations and Policy framed by the
Company on materiality and dealing with the Related
Party Transactions.

Accordingly, the disclosure required in the prescribed
Form AOC-2 is not applicable to the Company for the FY
2024-25 and hence does not form part of this Report.

The Directors draw attention of the Members to Note no.
36 of the Standalone Financial Statements which sets
out related party transactions disclosure.

DEPOSITS

The Company has not accepted any deposits from the
public falling within the preview of Section 73 of the Act
read with the Companies (Acceptance of Deposits) Rule,
2014, during the year under review. There is no unclaimed
or unpaid deposit lying with the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
(a) Board of Directors

The Company’s Board comprises of Directors
representing a blend of professionalism,
knowledge and experience. The Board of Directors
of the Company is led by the Non-Executive Non¬
Independent Chairman.

As on March 31, 2025, the Board of the Company
consist one Executive Director and nine Non¬
executive Directors, out of which five are Non¬
executive Independent Directors including one
Woman Independent Director. The details of the
Board and Committees composition, tenure of
Directors, and other details are available in the
Corporate Governance Report, which forms part
of this Report.

During the year under review, the following changes
took place on the Board:

Appointment/Reappointment:

The below directors were appointed in compliance
with the provisions of the Act and SEBI Listing
Regulation, by the board:

i) Mr. Krishan Kumar Gupta (DIN: 03476812),
appointed as an Additional Independent
Director for a period of five years, effective
from October 26, 2024. His appointment was
subsequently approved by the shareholders by
passing special resolution through postal ballot
on December 19, 2024.

ii) Mr. Rajiv R. Modi (DIN: 10276899) and Mr.
Amit Doshi (DIN: 01603380), appointed as an
Additional Directors (Non-Executive) with effect
from October 28, 2024. Their appointment were
subsequently approved by the shareholders
by passing ordinary resolutions through postal
ballot on December 19, 2024.

iii) Mr. Dharamchand Jain (DIN: 02425815) and Dr.
Preetha Reddy (DIN: 00001871), appointed as an
Additional Independent Directors for a period
of five years effect from October 28, 2024. Their
appointment were subsequently approved by
the shareholders by passing special resolutions
through postal ballot on December 19, 2024.

iv) Mr. Amitabha Banerjee (DIN: 05152456)
appointed as a Whole-time Director,
designated as Executive Director, for a period of

three years effective from October 31, 2024. His
appointment was subsequently approved by
the shareholders by passing special resolution
through postal ballot on December 19, 2024.

v) Mr. Abhay Gupte (DIN: 02145565), appointed as
an Additional Independent Director for a period
of five years, effective from February 19, 2025. His
appointment was subsequently approved by
the shareholders by passing special resolution
through postal ballot on April 30, 2025.

Cessation:

i) Mr. Maheswar Sahu, Chairman and Non¬
Executive Director of the Company, expressed
his unwillingness for reappointment, on
retirement by rotation at the 9th Annual
General Meeting, consequently, ceased to
be Director and Chairman with effect from
August 02, 2024. Following his cessation, he
also ceased as Chairperson/member of the
Committees of the Board.

ii) Mrs. Kaushal Nakrani (DIN:08405226) appointed
as an Additional Independent Director for a
period of three years, effective from June 1,
2024 and ceased with effect from August 02,
2024, due to non-receipt of requisite majority
for the special resolution at the 9th Annual
General Meeting.

iii) Mr. Anand Mohan Tiwari (DIN: 02986260) and
Mr. Rabindra Nath Nayak (DIN: 02658070),
Non-Executive Independent Directors of
the Company, resigned from their positions
effective from October 24, 2024, and November
26, 2024, respectively, both citing personal
reasons. Following resignation, Mr. Anand
Mohan Tiwari ceased as Chairperson/member
of the Committees of the Board.

The Board places on record the deep appreciation for
leadership, valuable services and guidance provided
by the Directors during their respective tenure.

Re-appointment of Director retiring by rotation:

In terms of Section 152 of the Act and Articles of
Association of the Company, Mr. Badri Mahapatra
(DIN: 02479848), Non-Executive Director of

the Company is liable to retire by rotation at
the ensuing AGM.

Mr. Badri Mahapatra (DIN: 02479848), Non-Executive
Director of the Company, being eligible, offers
himself for re-appointment.

The Board recommends the re-appointment of Mr.
Badri Mahapatra as Non - Executive Director and
brief details as required under Secretarial Standard-2
and Regulation 36 of SEBI Listing Regulations, are
provided in the Notice convening the 10th AGM.

Based on the confirmations received from the
Directors of the Company, none of the Directors is
disqualified from appointment under Section 164
of the Act and debarred or disqualified from being
appointed or continuing as Director of companies
by the Securities and Exchange Board of India
(SEBI)/Ministry of Corporate Affairs (MCA) or any
such other statutory authority.

(b) Key Managerial Personnel

As on March 31, 2025, following were the whole time
Key Managerial Personnel (“KMP”) of the Company:

1. Mr. Amitabha Banerjee, Whole time Director;

2. Mr. M. K. Sharma, Chief Executive Officer;

3. Mr. Harshal Anjaria, Chief Financial Officer; and

4. Ms. Akshit Soni, Company Secretary &
Compliance Officer

During the year under review, the following changes
took place among KMP:

1. Mr. Karan Kaushal, Chief Executive Officer,
has resigned w.e.f. July 31, 2024, to pursue
opportunities outside the Company.

2. Ms. Shikha Jain, Company Secretary and

Compliance Officer, has resigned w.e.f.
June 21, 2024, to pursue opportunities

outside the Company.

3. Mr. Amitabha Banerjee has appointed as
Whole-time Director of the Company w.e.f.
October 31, 2024 by the Board of Directors
at its meeting held on October 28, 2024 and
subsequently approved by the shareholders.

4. Mr. M. K. Sharma has appointed as Chief
Executive Officer of the Company w.e.f.
December 06, 2024 by the Board of Directors at
its meeting held on November 13, 2024.

5. Mr. Akshit Soni has appointed as Compliance
Officer of the Company w.e.f. September 21,
2024 and also as Company Secretary w.e.f.
October 28, 2024 by the Board of Directors.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Act, the Company has
received declarations from all Independent Directors
confirming that they meet the criteria of independence
as specified in Section 149(6) of the Act, as amended,
read with Rules framed thereunder and Regulation 16(1)
(b) of the SEBI Listing Regulations and there has been
no change in the circumstances which may affect their
status as an Independent Director.

Accordingly, based on the said declarations and after
reviewing and verifying its veracity, the Board is of the
opinion that the independent directors are persons
of integrity, possess relevant expertise, experience,
proficiency, fulfil the conditions of independence
specified in the Act and SEBI Listing Regulations and are
independent of the management of the Company.

The Independent Directors have complied with the Code
for Independent Directors prescribed in Schedule IV to the
Act and have also confirmed that their registration with
the databank of Independent Directors maintained by
the Indian Institute of Corporate Affairs is in compliance
with the requirements of the Companies (Appointment
and Qualifications of Directors) Rules, 2014.

MEETINGS OF THE BOARD OF DIRECTORS

The Board met 8 (Eight) times during the Financial Year
2024-25. The details of meeting held and attendance of
Directors are mentioned in the Corporate Governance
Report which forms part of this Report. The maximum
interval between any two meetings did not exceed one
hundred and twenty days as prescribed in the Act and
SEBI Listing Regulations.

INDEPENDENT DIRECTORS’ MEETING

In terms of requirements of Schedule IV to the Act and
Regulation 25 of the SEBI Listing Regulations, during the
year under review, a separate meeting of Independent
Directors was held on March 19, 2025, 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, along with the performance
of the Chairperson of the Company, after taking into
account the views of Non-Executive Directors, and
assessed the quality, quantity and timeliness of flow of
information between the Company’s management and
the Board that is necessary for the Board to effectively
and reasonably perform their duties.

COMMITTEES OF THE BOARD

The Company has constituted several Committees of the
Board which have been established as part of the best
corporate governance practices and are in compliance
with the requirements of the relevant provisions of
applicable laws and statutes.

The details with respect to the composition, powers,
roles, terms of reference, number of meetings, etc. of the
Committees held during the Financial Year 2024-25 and
attendance of the Members at each Committee meeting,
are provided in the Corporate Governance Report which
forms part of this Report.

During the year under review, all recommendations of
the Committees of the Board which were mandatorily
required have been accepted by the Board.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3)(c) and 134 (5) of the Act,
in relation to financial statements of the Company
for the year ended March 31, 2025, the Board of
Directors state that:

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, 2025 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 Act, 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

As per Section 178 of the Act read with Regulation 19 and
Schedule II of the SEBI Listing Regulations, the Nomination
and Remuneration Committee (nrc) shall formulate
criteria for evaluation of performance of the Board as a
whole, Committees of the Board and Individual Directors
and Chairperson.

Accordingly, the NRC formulated evaluation framework,
which is based on the guidance note issued by SEBI for
the board evaluation to facilitate structured assessment
process, thereby enhancing the overall effectiveness
and efficiency of the Board and its members in fulfilling
their fiduciary and statutory responsibilities.

The performance evaluation was conducted by using
structured questionnaire covering various parameters
such as composition and quality of Board members,

the effectiveness of Board and Committees process
and functioning, the contribution of the Members, Board
culture and dynamics, fulfilment of key responsibilities,
ethics and compliance among others.

The board, based on the responses received through
the questionnaire, evaluated and expressed satisfaction
with the performance of the Board, its committees, and
individual Directors. The board acknowledged their
continued effectiveness.

FAMILIARIZATION PROGRAMME

The details of the familiarization programme undertaken
during the year under review provided in the Corporate
Governance Report which form part of this Report.

The policy on familiarization for Independent Directors
as approved by the board is available on the company’s
website at https://www.irmenergy.com/wp-content/
uploads/2022/12/Policy-on-Familiarisation-Program-1.pdf

POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION

The Company’s policy on Directors’ appointment and
key managerial personnel remuneration and other
matters provided in Section 178(3) of the Act is available
on the Company’s website at https://www.irmenergy.
com/wp-content/uploads/2022/12/Nomination-and-
Remuneration-Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

In compliance with requirements of Section 135(1) of
the Act, the Company has constituted a Corporate
Social Responsibility (csr) Committee, the brief details
of which provided in the Corporate Governance Report
which form part of this Report.

The Company has framed a CSR Policy which is available
on the website of the Company at https://www.irmenergy.
com/wp-content/uploads/2022/12/CSR-Policy.pdf

The Annual Report on the CSR activities is annexed to this
report as Annexure -A, which form part of this Report.

RISK MANAGEMENT FRAMEWORK

Pursuant to Section 134(3)(n) of the Act, the Company has
formulated and adopted the Risk Management 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 areas 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.

The Risk Management Policy is available on the website
of the Company at https://www.irmenergy.com/wp-
content/uploads/2025/02/Risk-Management-Policy.pdf

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 Section 177 (9) & (10) the Act, and
Regulation 22 of the SEBI Listing Regulations 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 at https://www.irmenergy.com/wp-content/
uploads/2022/12/Policy-for-Vigil-Mechanism.pdf

During the year under review, no complaint was received
and no individual was denied access to the Audit
Committee for reporting concerns, if any.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

A zero-tolerance approach is adopted by the Company
towards prevention of Sexual Harassment at the
Workplace. Company has a policy 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
a safe work environment for women employees and an
effective complaint redressal mechanism if there is an
incidence of sexual harassment.

The Company has also set up an Internal Complaints
Committee which is in line 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.

During the period under review, there were no complaints
received by the committee.

COMPLIANCE OF PROVISIONS RELATED TO THE
MATERNITY BENEFIT ACT, 1961

The Company has maternity leave and benefits
regulated under the Maternity Benefit Act 1961. It
protects and safeguards the livelihood and interests of
female employees and gives them time to nurture their
newborns while taking care of themselves.

As per the Maternity Benefit Act, 1961, women working in
organisations are eligible to take a 26 weeks maternity
leave for first and second child. They can take maternity
leave from 8 weeks before the delivery date and take the
rest 18 weeks after delivery.

During the year, none of the female employee had
applied for maternity leave, however, female employees
working in the company shall avail the maternity benefits
as mentioned in the Maternity Benefit Act, 1961.

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.106625W), were appointed as the
Statutory Auditors of the Company to hold office for the
second term of five years from the conclusion of the 6th
Annual General meeting till the conclusion of the 11th
Annual General Meeting to be held in the year 2026.

Statutory Auditors’ Report

The Auditor’s Report for the financial year 2024-25 does
not contain any qualification, reservation, or adverse
remark. The Auditor’s Report is enclosed with the financial
statement and forms part of this 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 2024-25.

The Board of Directors, on the recommendation of the
Audit Committee, reappointed M/s Dalwadi & Associates,
Cost Accountants (Firm Registration No. 000338), to

audit the Cost Accounts of the Company for the FY 2025¬
26. The remuneration proposed to be paid to the Cost
Auditors is subject to the ratification by the members at
the ensuing AGM of the Company.

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

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and
rules made thereunder, the Board had appointed M/s.
M. C. Gupta & Co., Company Secretaries, as Secretarial
Auditor of the Company to undertake the secretarial
audit of the Company for the FY 2024-25. The Company
has received the Secretarial Audit Report for the FY 2024¬
25 is annexed to the Board’s Report as Annexure-B and
forms part of this Report. There were no qualifications,
reservations or adverse remarks given by the Secretarial
Auditor of the Company except one observation which is
self-explanatory in nature.

Further, pursuant to the amended Regulation 24A
of the SEBI Listing Regulations, the Board, based on
the recommendation of Audit Committee, approved
appointment of M/s. Manoj Hurkat & Associates, (Firm
Registration No.: P2011GJ025800), a peer reviewed firm of
Practicing Company Secretaries as Secretarial Auditor of
the Company for a period of 5 (five) consecutive years,
commencing from the FY 2025-26 to 2029-30, subject
to approval of the Shareholders of the Company at
the ensuing AGM.

A detailed proposal for appointment of Secretarial
Auditor forms part of the Notice convening the 10th AGM.

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 Act, and
Rules made thereunder.

PARTICULARS OF EMPLOYEES

The disclosure pertaining to remuneration and other
details, as required under Section 197(12) of the Act,
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
annexed to this Report as Annexure-C.

The statement containing particulars of employees as
required under Section 197 of the Act read with Rule 5(2)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is provided in a
separate annexure forms part of this Report. In terms
of Section 136 of the Act, the Report and Accounts are

being sent to the Members and others entitled thereto,
excluding the said annexure 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
in this regard.

As on March 31, 2025, the Company had 186 permanent
employees on the payroll of the Company and 91
employees/workers on contractual basis.

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 Board’s Report as Annexure -D and forms
part of this Report.

CORPORATE GOVERNANCE REPORT

The Company has complied with the corporate
governance requirements under the provisions of Act
and SEBI Listing Regulations. The Corporate Governance
Report, in term of Regulation 34 read with Schedule V of
the SEBI Listing Regulations, forms part of this report along
with the required certificate from Practicing Company
Secretary regarding compliance of the conditions of
corporate governance.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

In accordance with Regulation 34 of the SEBI Listing
Regulations, Management’s Discussion and Analysis
Report (md&a) during the year under review, giving
a detailed analysis of the Company’s operations, as
stipulated under Regulation 34(2)(e) of the SEBI Listing
Regulations, which forms part of this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In accordance with Regulation 34 of the SEBI Listing
Regulations, the Business Responsibility and Sustainability
Report, describing the initiative taken by the Company
from an environment, social and governance prospective
for the year ended March 31, 2025, which forms part
of this Report.

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.

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.

SECRETARIAL STANDARDS

During the year under review, pursuant to the Section
118 (10) of the Act, the applicable Secretarial Standards
i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of
Directors’ and ‘General Meetings’, respectively, have
been duly followed by the Company.

OTHER DISCLOSURE

Your Directors state that no disclosure or reporting is
required in respect of the following items, during the
year under review:

1. There is no application made or any
proceeding pending under the Insolvency and
Bankruptcy Code, 2016.

2. There is no instance of one-time settlement with
any bank or financial institution.

ACKNOWLEDGEMENT

The Company’s organizational culture upholds
professionalism, integrity, and continuous improvement
across all functions as well as efficient utilization of the
Company’s resources for sustainable and profitable growth.

The Board places on record its appreciation for the
continued co-operation and support extended to the
Company by customers, vendors, regulators, banks,
financial institutions, rating agencies, stock exchanges,
depositories, auditors, legal advisors, consultants and
business associates with whose help, cooperation and
hard work the Company is able to achieve the results.

The Board wish to place on record its sincere appreciation
for the dedicated efforts and consistent contribution
made by the employees at all the levels, to ensure that
your company continues to grow and excel.

The Board acknowledges the continued trust and
confidence you have reposed in the Company.

For and on behalf of the Board

Amitabha Banerjee Badri Mahapatra

Place: Ahmedabad Whole Time Director Non-Executive Director

Date: July 31, 2025 DIN: 05152456 DIN: 02479848

---

Mar 31, 2024

Your Directors have great pleasure in presenting their 9th Annual Report together with the Audited Balance Sheet and Statement of Profit and Loss for the Financial Year ended on March 31,2024 and the report of the Auditors thereon.

FINANCIAL RESULTS

The Audited Financial Statements of the Company (standalone and consolidated) as on March 31,2024, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The Company''s financial performance for the financial year ended on March 31,2024, is summarized below:

(Amount in H million)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	9,565.40	10,391.35	9,565.40	10,391.35
Other Income	238.19	59.64	238.19	59.64
Total Income	9,803.59	10,450.99	9,803.59	10,451.00
Total Expenditure other than Finance Cost, Depreciation and Tax	8,076.75	9,268.58	8,076.90	9,269.05
Operating Profit / (Loss) before Finance Cost, Depreciation and Tax	1,726.84	1,182.41	1,726.69	1,181.95
Less: Interest and Finance Charges	266.96	229.03	266.97	229.03
Less: Depreciation and amortization expenses	264.74	208.96	264.73	208.98
Profit / (Loss) before Tax	1,195.14	744.42	1,194.99	744.02
Less: Provision for Taxation	280.10	179.60	280.08	179.57
Profit for the period/year before share of profit/(loss) of joint control entities	915.05	564.82	914.91	564.45
Share of Profit/(loss) of Joint Control Entities	-	-	-58.28	66.91
Profit for the period/year	915.05	564.82	856.63	631.36
Less: Transfer to non-controlling interest	-	-	-0.04	-0.10
Other comprehensive income/(Expenses) [net of tax]	-0.16	-0.62	-0.13	-0.63
Items that will not be reclassified to Profit or (Loss), net of tax	-0.16	-0.62	-0.13	-0.63
Total comprehensive income/(Expenses) for the period	914.89	564.19	856.54	630.84
Earning per equity share (H Per share)	26.14	18.94	24.47	21.18

Note:

1. There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

2. Previous year figures have been regrouped/re-arranged wherever necessary.

3. There has been no change in nature of business of the Company

OPERATING RESULTS & BUSINESS PERFORMANCE

(a) OPERATIONAL HIGHLIGHTS

The Company is a City Gas Distribution ("CGD") company, with operations at Banaskantha (Gujarat), Fatehgarh Sahib (Punjab), Diu & Gir Somnath (Union Territory of Daman and Diu and 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 overall infrastructure of 4907 inch kms of MDPE Pipelines and steel pipelines as of March 31,2024. As on March 31, 2024, the Company has 195 PNG industrial customers, 340 PNG commercial customers and 66,228 PNG domestic customers. The Company established 82 CNG Stations comprising 5 stations owned and operated by the Company ("COCO Stations") including pure play mother station, 38 CNG stations owned and operated by dealers ("DODO Stations") and 39 CNG stations owned and operated by oil marketing companies ("OMC Stations") as at March 31,2024.

The Company has commissioned critical infrastructure like City Gate Station, Mother Station and LCNG Station

in Namakkal and Tiruchirappalli GA during the year ended on March 31, 2024. Additionally, the Company has commissioned 15 CNG stations in Namakkal and Tiruchirappalli GA.

(b) FINANCIAL HIGHLIGHTS Consolidated Financial Result

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 Audited Consolidated Financial Statements together with the Auditors'' Report form part of this Report. The financial highlights are:

1. Revenue from Operations decreased by 8%

compared to FY 2022-23, from H 1,039.14 crore to H 956.54 crore.

2. EBITDA has increased by 46% compared to FY 2022-23, from H 118.19 crore to H 172.67 crore.

3. PAT has increased by 36% compared to FY 2022-23, from H 63.14 crore to H 85.66 crore.

Standalone Financial Result

1. Revenue from Operations decreased by 8%

compared to FY 2022-23, from H 1039.14 crore to H 956.54 crore.

2. EBITDA has increased by 46% compared to FY 2022-23, from H 118.24 crore to H 172.68 crore.

3. PAT has increased by 62% compared to FY 2022-23, from H 56.48 crore to H 91.51 crore.

The detailed operational performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Section, which forms part of this Annual Report.

(c) DIVIDEND

The Board of Directors is pleased to recommend a final dividend of H 1/- per share (10% on the face value of H 10 each) on 3,49,99,432 10% Non-Cumulative Redeemable Preference Shares of H 10/- each for the financial year ended on March 31,2024. The dividend is subject to the approval of members at the ensuing 9th Annual General Meeting of the Company. The said dividend, if approved by the members, would involve a cash out flow of H 34.99 million (Gross of Tax).

Further, the Board of Directors is also pleased to recommend a final dividend of H 1.50 per share (15% on face value of H 10 per share) on 4,10,59,677 Equity Shares of H 10/- each for the financial year ended on March 31, 2024. The dividend is subject to the approval of members at the ensuing 9th Annual General Meeting. The said dividend, if approved by the members, would involve a cash out flow of H 61.59 million (Gross of Tax).

Pursuant to Finance Act, 2020, Dividend Income is taxable in the hands of the Shareholders w.e.f. April 01,2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-tax Act, 1961.

The dividend recommended is in accordance with company''s Dividend Distribution Policy in term of Regulation 43A of the SEBI Listing Regulations, and the same has been uploaded on the website of the Company at https://www.irmenergy.com/wp-content/ uploads/2022/12/Dividend-Distribution-Policy.pdf

(d) TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profits for financial year 2023-24 under Retained Earnings. Accordingly, the Company has not transferred any amount to General Reserve during the year under review.

INITIAL PUBLIC OFFER (IPO) AND LISTING OF EQUITY SHARES

During the year under review, the Company came out with an Initial Public Offer ("IPO"/ "Issue") of equity shares. The IPO was 100% Fresh Issue of 1,08,00,000 equity shares of face value of H 10/- each, comprising 1,05,84,000 equity shares at H 505/- per Equity Share, including a share premium of H 495/-per Equity Share and 2,16,000 equity shares for employee category at 9.5% discount on issue price i.e. at H 457/- including a share premium of H 447/- per Equity Share aggregating to H 5449.96 million.

The issue was opened on October 18, 2023 and closed on October 20, 2023 and the equity shares were allotted at a price of H 505/- per share (including premium of H 495 per share) on October 23, 2023. The Company had received the listing and trading approval from BSE Limited (BSE) and National Stock Exchange India Limited (NSE) on October 25, 2023. The equity shares of the Company got listed and admitted to trading/dealing on BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") (Collectively known as "Stock Exchanges") effective from October 26, 2023. The Company completed its IPO successfully with participation of several leading domestic and global institutional investors as well as NRIs, HNIs and retail investors. The Board is gratified and humbled by the faith shown in the Company by its Members. The Board also places on record its appreciation for the support provided by various Authorities, BRLMs, Stock Exchanges, Depositories, Counsels, Consultants, Auditors and Employees of the Company for making the maiden IPO of the Company a grand success.

SHARE CAPITAL

Authorised Share Capital

The authorized share capital of the Company as on March 31, 2024 is H 90,00,00,000/- (Rupees Ninety Crores only) divided into 5,00,00,000 (Five Crores) equity shares of face value of H 10/- (Rupees Ten) each, aggregating to H 50,00,00,000/-

(Rupees Fifty Crores only) and 4,00,00,000(Four Crores) 10% Non- Cumulative Redeemable Preference Shares (RPS) of H 10 /- (Rupees Ten) each, aggregating to H 40,00,00,000/-(Rupees Forty Crores only).

Paid-up Share Capital

The paid-up share capital of the Company as on March 31, 2024 is H 76,05,91,090/- (Rupees Seventy-Six Crores Five Lakhs Ninety One Thousand Ninety Only) comprising of 4,10,59,677 (Four Crores Ten Lakh Fifty Nine Thousand Six Hundred Seventy Seven) Equity Shares of H 10/- each aggregating to H 41,05,96,770/- (Rupees Forty One Crores Five Lakh Ninety Six Thousand Seven Hundred Seventy only) and 3,49,99,432 (Three Crores Forty Nine lakhs Ninety Nine Thousand Four Hundred Thirty Two) 10% Non-Cumulative Redeemable Preference Shares of H 10/- each aggregating to H 34,99,94,320 (Rupees Thirty-Four Crores Ninety Nine Lakhs Ninety Four Thousand Three Hundred Twenty Only).

Changes in Share Capital

During the year under review, the Company has issued and allotted 1,08,00,000 (One Crore Eight Lakhs) Equity Shares of H 10/- each pursuant to Initial Public Offer (IPO) on October 23, 2023.

The Company has only one class of equity shares having per value of H 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.

HOLDING COMPANY

As on March 31, 2024, the Company does not have a holding company.

SUBSIDIARY AND ASSOCIATE COMPANIES

The Company has one subsidiary company and three associate companies as on March 31,2024. 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 Act, 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.

As on March 31, 2024, the Company holds 70% of the equity share capital of SKI-Clean Energy Private Limited.

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 and Joint Venture entities:

(a) Farm Gas Private Limited (FGPL)

Corporate Information:

Farm Gas Private Limited was incorporated as a Private Limited Company under the Act pursuant to a certificate of incorporation dated December 9, 2019, issued by the RoC, Central Registration Centre. Its Corporate Identification Number is U40108GJ2019PTC111286 and registered office is situated at 3rd Floor, Kailash-A, 6 7, Sumangalam C.H.S.L., Drive-In Road, Bodakdev, Ahmedabad-380054, Gujarat.

As on March 31, 2024, the Company holds 37.50% 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 (CO2), 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 Act, pursuant to a certificate of incorporation dated December 19, 2019, issued by the RoC, Central Registration Centre. Its corporate identification number is U25209GJ2019PTC111511 and registered office is situated at 3rd Floor, Kailash-A, 6 7, Sumangalam C.H.S.L., Drive-In Road, Bodakdev, Ahmedabad-380054, Gujarat.

As on March 31, 2024, the Company holds 33.33% 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/HD PE/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 Act, pursuant to a certificate of incorporation dated November 26, 2018, issued by the RoC, Central Registration Centre. Its corporate identification number is U28100DL2018PTC342172. and registered office is situated at HR-18A, First Floor, Gali No.-10, Indl. Area Anand Parbat, Near Indl Area, New Delhi, Central Delhi, Delhi - 110005.

As on March 31, 2024, 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 Board''s Report as Annexure - A and forms part of this report. The Audited Consolidated financial statements together with Auditors'' Report which forms part of this Report.

In accordance with section 136 of the Act, the Audited Financial Statements including Consolidated Financial Statements and Audited Financial Statement of the Subsidiary Company are available on the Company''s website at https://www.irmenergy.com/ investor/#financial-statements. These documents may be available for inspection by the members of the Company during working hours at company''s registered office.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return in form MGT-7 is available on the Company''s website and can be access at www.irmenergy.com.

LOANS, GUARANTEES AND INVESTMENTS

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has adopted a "Policy on Materiality and Dealing with the Related Party Transaction", in accordance with the provisions of the Act and Regulation 23 of the SEBI Listing Regulations, inter-alia, providing a framework for governance and reporting of Related Party Transactions including material transactions and threshold limits for determining materiality.

The said Policy is also available on the website of the Company at https://www.irmenergy.com/wp-content/uploads/2022/12/ Policy-on-RPT.pdf

Certain Related Party transactions that were entered during the year under review were on arm''s length basis and in the ordinary course of business and in accordance with the provisions of the section 188 of the Act and rules made thereunder and SEBI Listing Regulations.

The Company has not entered into any transaction or arrangement with the related parties which could be considered as material in terms of provisions of section 188 of the Act and rules made thereunder, SEBI Listing Regulations and Policy framed by the Company on materiality of the related party Transaction.

The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is annexed to the Board''s Report as Annexure - B and forms part of this report. The directors draw attention of the Members to Note no. 34 of the Standalone Financial Statements which sets out related party transaction disclosures.

DEPOSITS

The Company has not any deposits from the public falling within the preview of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rule 2014 during the year under review. There is no unclaimed or unpaid deposit lying with the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Board of Directors

The Company''s Board comprises of Directors representing a blend of professionalism, knowledge and experience. The Board of Directors of the Company is led by the Non-Executive Non-Independent Chairman.

As on March 31, 2024, the Board of the Company comprises of seven Non-executive Directors, out of which three are Non-executive Independent Directors.

During the year under review, the following change took place in the Board:

a) Mrs. Geeta Goradia (DIN: 00074343), Nonexecutive Independent Director, has resigned and ceased to be a Director of the Company w.e.f. January 06, 2024 due to pre-occupation and other personal business commitments. Following her

resignation, Mrs. Geeta Goradia also ceased to be member of the Audit Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee of the Board of Directors of the Company effective from January 06, 2024.

After the year under review, Mrs. Kaushal Nakrani (DIN: 08405226) was appointed as Additional Director (Nonexecutive Independent) for a period of three years effective from June 01, 2024, by the Board of Directors at its Meeting held on May 21,2024, subject to approval of the shareholders. The Board recommends her appointment as Independent Director in the ensuing AGM. Brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of AGM.

Based on the confirmations received from the Directors, none of the Directors is disqualified from appointment under Section 164 of the Act and debarred or disqualified from being appointed or continuing as director of companies by the Securities and Exchange Board of India (SEBI)/Ministry of Corporate Affairs (MCA) or any such other statutory authority.

In the opinion of the Board, all the Directors possess the requisite qualification, expertise, and experience and are persons of high integrity and repute.

In terms of section 152 of the Companies Act, 2013 and Articles of Association of the Company, Dr. Rajiv I. Modi and Mr. Maheswar Sahu, Non-Executive Directors of the Company retire by rotation at the 9th AGM.

Dr. Rajiv I. Modi, Non-Executive Director of the Company, being eligible offers himself for re-appointment. The Board recommends the re-appointment of Dr. Rajiv I. Modi as Director and brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of AGM.

However, Mr. Maheswar Sahu, being eligible for reappointment, has expressed his unwillingness for reappointment as Director of the Company. Accordingly, he would cease to hold office as Non-executive Director of the Company at the conclusion of 9th AGM and the vacancy so created be not filled up. Consequently, he would cease to be chairman/member of respective Committees from the said date. The Board places on record its sincere appreciation for the significant contributions made by Mr. Maheswar Sahu in guiding and supporting the management during his tenure.

(b) Key Managerial Personnel

As on March 31,2024, following were the whole time Key Managerial Personnel of the Company:

1. Mr. Karan Kaushal, Chief Executive Officer,

2. Mr. Harshal Anjaria, Chief Financial Officer, and

3. Ms. Shikha Jain, Company Secretary & Compliance Officer

There has been no change in the Key Managerial Personnel during the year under review. While, after the year under review, Ms. Shikha Jain, Company Secretary and Compliance Officer of the Company (Key Managerial Personnel) has resigned w.e.f. June 21,2024 for pursuing opportunities outside the Company.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Act, the Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as specified in Section 149(6) of the Act, as amended, read with Rules framed thereunder and Regulation 16( 1 )(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director.

The Board is of the opinion that the Independent Directors possess the requisite qualifications, experience, expertise and they hold high standards of integrity.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and have also confirmed that their registration with the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs is in compliance with the requirements of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

MEETINGS OF THE BOARD OF DIRECTORS

The Board met 6 (Six) times during the Financial Year 202324. The details of meeting held and attendance of Directors are mentioned in the Corporate Governance Report which forms part of this report. The maximum interval between any two meetings did not exceed one hundred and twenty days as prescribed in the Companies Act, 2013 and SEBI Listing Regulations.

INDEPENDENT DIRECTORS'' MEETING

In terms of requirements of Schedule IV to the Act and Regulation 25 of the SEBI Listing Regulations a separate meeting of Independent Directors was held on March 14, 2024 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 along with the performance of the Chairperson of the Company after taking into account the views of Non-Executive Directors 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. The meeting of the Independent Directors was attended by all the Independent Directors.

COMMITTEES OF THE BOARD

The Company has constituted several Committees of the Board which have been established as part of the best corporate governance practices and are in compliance with

the requirements of the relevant provisions of applicable laws and statutes.

The details with respect to the composition, powers, roles, terms of reference, number of meetings, etc. of the Committees held during Financial Year 2023-24 and attendance of the Members at each Committee meeting, are provided in the Corporate Governance Report which forms part of this report.

During the year, all recommendations of the Committees of the Board which were mandatorily required have been accepted by the Board.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134 (3)(c) and 134 (5) of the Act, in relation to financial statements of the Company for the year ended March 31,2024, the Board of Directors state that:

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, 2024 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 Act, 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 the provisions of the Act and the SEBI Listing Regulations, the Board has adopted a formal mechanism for evaluating its performance as well as that of its committees and individual directors including chairperson of the Board.

The performance was evaluated based on the parameters such as composition and quality of Board members, the effectiveness of Board/ Committee process and functioning, the contribution of the Members, Board Culture and dynamics, fulfilment of key responsibilities, ethics and compliance etc. based on the Remuneration Policy which prescribed the evaluation criteria for performance evaluation. A structured questionnaire was prepared covering the above areas of competencies.

FAMILIARIZATION PROGRAMME

The details of the familiarization programme undertaken during the year have been provided in the Corporate Governance Report which form part of this Report.

The policy on familiarization for Independent Directors as approved by the board is uploaded on the company''s website at https://www.irmenergy.com/wp-content/uploads/2022/12/ Policy-on Familiarisation-Program.pdf

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company''s policy on directors'' appointment and key managerial personnel remuneration and other matters provided in Section 178(3) of the Act is available on the Company''s website at https://www.irmenergy.com/wp-content/uploads/2022/12/ Nomination-and-Remuneration-Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

In compliance with requirements of Section 135(1) of the Act, the Company has constituted a Corporate Social Responsibility (CSR) Committee, the brief details of which provided in the Corporate Governance Report which form part of this report and has framed a CSR Policy which is available on the website of the Company at https:// www.irmenerav.com/wp-content/uploads/2022/12/CSR-Policv.pdf

The Annual Report on the CSR activities is annexed to this report as Annexure - C, which form part of this report.

RISK MANAGEMENT FRAMEWORK

Pursuant to Section 134(3)(n) of the Act, 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.

The risk management policy is available on the website of the Company at https://www.irmenergy.com/wp-content/ uploads/2022/12/Policv-on-Risk-Manaaement.pdf

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 section 177 (9) & (10) the Act, and Regulation 22 of the SEBI Listing Regulations 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 at https://www.irmenergy.com/wp-content/ uploads/2022/12/Policy-for-Vigil-Mechanism.pdf

During the year under review, no complaint was received and no individual was denied access to the Audit Committee for reporting concerns if any.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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.

During the period under review, there were no complaints received by the committee.

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.106625W), were appointed as the Statutory Auditors of the Company to hold office for the second term of five years from the conclusion of the 6th Annual General meeting till the conclusion of the 11th Annual General Meeting.

Statutory Auditors'' Report

The Auditor''s Report for the financial year 2023-24 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 2023-24.

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 2024- 2025.

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 Act and Rule 8 of the Companies (Accounts) Rules, 2014.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act 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 2023-24. The Company has received the Secretarial Audit Report for the financial year 2023-24 is annexed to the Board''s 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 disclosure pertaining to remuneration and other details, as required under Section 197(12) of the Companies Act, 2013 ("Act"), read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure - E.

The statement containing particulars of employees as required under Section 197 of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this report. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the said annexure 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 in this regard.

As on March 31, 2024, the Company had 163 permanent employees on the roll of the Company and 89 employees/ workers on contractual basis.

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 Board''s Report as Annexure - Fand forms part of this report.

CORPORATE GOVERNANCE REPORT

The Company has complied with the corporate governance requirements under the Act and SEBI Listing Regulations. The Corporate Governance Report, in term of Regulation 34 read with Schedule V of the SEBI Listing Regulations, forms part of this Report along with the required certificate from Practicing Company Secretary regarding compliance of the conditions of corporate governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with Regulation 34 of the SEBI Listing Regulations, Management''s Discussion and Analysis Report (MD&A) for the year under review, giving a detailed analysis of the Company''s operations, as stipulated under Regulation 34(2)(e) of the SEBI Listing Regulations, is forming part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with Regulation 34 of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report, describing the initiative taken by the Company from an environment, social and governance prospective for the year ended March 31,2024, forms part of this report.

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 EVENTS

The following are the material events of the Company which have occurred between the end of the Financial Year 2023-24 and the date of this report:

1. REQUISITION RECEIVED FROM SHAREHOLDERS

After the year under review, the Company has received a Requisition Letter dated May 18, 2024, from the Cadila Pharmaceuticals Limited and IRM Trust, Promoter Shareholders of the Company (hereinafter collectively referred to as "Requisitionists"), holding an aggregate of 50.07% total paid-

up equity share capital of the Company for calling an ExtraOrdinary General Meeting ("EGM") of the shareholders of IRM Energy Limited (the Company) under Section 100 (2)(a) and other applicable provisions of the Companies Act, 2013 and the rules framed thereunder, for appointment of 03 (Three) Non-Executive Non Independent Directors and 01 (One) Non Executive Independent Director on the Board of the Company.

The Extra-Ordinary General Meeting ("EGM") upon requisition is proposed to held on July 08, 2024 through Video Conferencing (VC) or Other Audio-Visual Means (OAVM).

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.

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.

SECRETARIAL STANDARDS

During the year under review, pursuant to the section 118 (10) of the Act, the applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ''Meetings of the Board of Directors'' and General Meetings'', respectively, have been duly followed by the Company.

ACKNOWLEDGEMENT

The Company''s organizational culture upholds professionalism, integrity, and continuous improvement across all functions as well as efficient utilization of the Company''s resources for sustainable and profitable growth.

The Board places on record its appreciation for the continued co-operation and support extended to the Company by customers, vendors, regulators, banks, financial institutions, rating agencies, stock exchanges, depositories, auditors, legal advisors, consultants and business associates with whose help, cooperation and hard work the Company is able to achieve the results.

The Board wish to place on record its sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all the levels, to ensure that the Company continues to grow and excel.

The Board acknowledges the continued trust and confidence you have reposed in the Company.

For and on behalf of the Board

Maheswar Sahu

Chairman DIN: 00034051

Date: June 26, 2024 Place: Ahmedabad