Directors Report of SRM Contractors Ltd.

Mar 31, 2025

Your Board of Directors (“Board”) take pride in presenting their 17^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, 2025 (“FY 2024-25” or “period under
review”).

1. FINANCIAL HIGHLIGHTS

The summarized consolidated and standalone financial performance of your Company is as follows:
(Amount in Rs. Lakhs)

Particulars	Standalone	Standalone	Consolidated	Consolidated
	For the Year	For the Year	For the Year	For the Year
	ended 31st	ended 31st	ended 31st March,	ended 31st March,
	March, 2025	March, 2024	2025	2024
Revenue from operations (gross)	52,659.39	34,242.10	52,812.92	34,242.10
Revenue from operations (net)	52,659.39	34,242.10	52,812.92	34,242.10
Other Income	666.50	280.04	1,391.93	759.42
III Total Income (I II)	53,325.89	34,522.13	54,204.86	35,001.51
Total Expenses	46,633.41	31,540.53	46,771.11	31,540.53
Profit before	6,692.48	2,981.61	7,433.75	3,460.99
exceptional and extraordinary item and tax
Profit before Tax (PBT)	6,692.48	2,981.61	7,433.75	3,460.99
Tax Expenses: Less: Net Current	1,683.82	750.47	1,939.60	750.47
Tax Less: Deferred Tax	(7.37)	13.89	(6.13)	13.89
Net Profit/(Loss) after tax	5,016.03	2,217.25	5,500.27	2,696.63
Profit/(Loss) for the Period	5,016.03	2,217.25	5,500.27	2,696.63
Earning per equity share:
1) Basic	21.86	13.24	23.97	16.10
annualized

2) (2) Diluted	21.86	13.24	23.97	16.10
annualized

2. RESERVES:

The Reserves & Surplus standing in the books of accounts amounting to 24,337.855 lakhs for the year
ended on 31.03.2025.

3. SHARE CAPITAL

The Paid-up Share Capital of the Company as on 31st March, 2025 is 2294.42 lakhs as compared to the
previous financial year amounting to 1674.42 lakhs. There was increase in share capital of the Company
for the amount of 620 lakhs during the year under review.

4. 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 3^rd April 2024, the company comes with an IPO (initial public offering) via fresh issue of
62,00,000 equity shares with issue size of 130.20 crores & get listed on National Stock Exchange (NSE)
and Bombay Stock Exchange (BSE) at final issue price of Rs 210.

5. 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, 2025.

6. 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;

(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.

DISCLOSURES:

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 II of this report in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules, 2014.

COPRORATE GOVERNANCE

Your company has always striven to incorporate appropriate standards for good governance. It has taken
adequate steps to ensure that the provisions of corporate governance as prescribed under the companies act,
2013 and the SEBI (LODR) Regulations, 2015 are complied with.

A detailed report on corporate governance is appearing as Annexure- III to this report along with auditor’s
certificate on its compliance by the company.

VIGIL MECHANISM/ WHISTLE BLOWING POLICY

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with the rules made
thereunder 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 2024-25 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 .
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

SEBI, vide its circular dated 10th May, 2021, made Business Responsibility and Sustainability Report
(BRSR) mandatory for the top 1000 listed companies by market capitalization from financial year 2023.
Your company is not covered under top 1000 listed companies by market capitalization. Therefore, BRSR
is not applicable to the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/
COURTS/TRIBUNALS

There is no significant material orders passed by the Regulators/Courts/Tribunals which would impact the
going concern status and its future operations of the Company.

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 IV 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 are available on the website of the company at www.srmcpl.com .

BOARD AND ITS COMMITTEES

During the year under review, 17 Board Meetings, 6 Audit Committee Meetings, 1 Stakeholders
Relationship Committee Meeting, 1 Nomination and Remuneration Committee Meetings, 2 Corporate
Social Responsibility Committee Meetings and 1 separate Meeting of Independent Directors were held. The
meeting details are provided in the Corporate Governance Report which forms part of this Report.

COMPOSITION OF VARIOUS COMMITTEES

Details of various committees constituted by the Board as per the provisions of Companies Act, 2013 and
the SEBI (LODR) Regulations, 2015 and the details of the said committee meetings are given in the
Corporate Governance Report (Annexure III) which forms 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 2024-25, 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.

COST AUDITOR:

M/s. Verma Khushwinder & 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, 2025 pursuant
to the provisions of Section 148 of the Companies Act, 2013 and the rules made thereunder.

INTERNAL AUDITOR

Mr. Vijay Langoo., has been appointed as Internal Auditor of the Company for the Financial year ended
31^st March 2025 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 2025 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 197 of 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 V to this report.

SUBSIDIARY /JOINT VENTURE /ASSOCIATES

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

S. No.	Name and Address	CIN/ GLN/PAN	HOLDING/ SUBSIDIARY/ ASSOCIATE/ JV	% AGE OF SHARE S HELD	APPLICABL E SECTION OF COMPANIE S ACT, 2013	Purpose/ Projects
01	SRM SERVES FOUNDATION	U85300JK2023NP L014208	WHOLLY OWNED SUBSIDIARY		8
02.	LORAN VALLEY POWER PPROJECT PRIVATE LIMITED	U40300JK2014PT C004223	SUBSIDIARY	51%	2(87)(i)
03.	SP MANGAL MURTI ENTERPRISES PVT LTD	U25999JK2023PT C014318	WHOLLY OWNED SUBSIDIARY	99%	2(87)(i)
04.	ECI Engineers and SRM Projects	AAAAE8024F	JOINT VENTURE	70%	2(6)	EPC contract of 1,386 m Tunnel including ANS Irrigation Canal Rajouri, Jammu & Kashmir
05.	ECI Engineers and SRM Projects	AAAAE8024F	JOINT VENTURE	20%	2(6)	Widening and upgradation to 2 lanes from km0.0002 km 16.990 On Chennani- Sudhmahadev section of NH- 224
06.	Kapahi SRM Projects	AAVFK0327M	JOINT VENTURE	49%	2(6)	Construction of 100 units (Type-II= 64 Nos- G=3, Type-III=36 Nos-G 2) Phase1 at Katra in connection with Udhampur - Srinagar-_

07.	SRM- Rajinder Projects	ABFAS2654F	JOINT VENTURE	70%	2(6)	Construction and upgradation from km 29 000 to km 60 652 of Road Hanle Chumar under project Himank in Ladakh on EPC mode.
08.	SRM- Rajinder Projects	ABFAS2654F	JOINT VENTURE	49%	2(6)	Design and construction of Reinforce Earth embarkment at Bridge 40,41&42 on Katra- Dharam section of Udhampur- Sringar- Baramulla- Rail Link Project.
09.	SRM- Rajinder Projects	ABFAS2654F	JOINT VENTURE	49%	2(6)	Upgradation of Gulati to Shahadra Sharef via Gambir Gali of Tawi Flood recovery Project.

10.	SRM- Projects	Rajinder	ABFAS2654F	JOINT VENTURE	51%	2(6)	Construction of realignment between Pendrass - Pashkyum (27.10km) on road Zozila- Kargil-Leh to 2 lane under project Vijayak (BRO) IN THE UT of Ladakh on EPC MODE.
11.	SRM- Projects	Rajinder	ABFAS2654F	JOINT VENTURE	70%	2(6)	Rehabilitate n and Up- gradation to 2 Lane with paved shoulder from existing chainage km 166 100 to km 192 980 including construction of Bhimber gali tunnel (Total length of Tunnel 1.100 km) under 31 TF on Akhnoor - Poonch road (NH144A) in the UT of Jammu &Kashmir under Project Sampark” through (EPC) mode

12.	Sai SRM Projects	ABAAS5165Q	JOINT VENTURE	49%	2(6)	Construction of balance lining work of wider section of Tunnel T12 Adit lining of tunnelT6, Cut & cover between tunnel T9 and T10 including miscellaneous works on Katra Dharam section of Udhampur- Srinagar- Baramulla new BG railway line project, J&K state
13.	SRM DMR		JOINT VENTURE	95%	2(6)	Rehabilitation & upgradation of existing 2 lane flexible Pavement to 2 lane flexible pavement with paved shoulder/ paver block floor ink from km 0.00(Near Chenani town)of NH- 244 (length 39.100km )in the UT of J&K.

14.	SRM-Sarvangik Projects	ACNAS6230J	JOINT VENTURE	51%	2(6)	Long term rectification work of Blackspots by Construction of (i) VUP at Sorath Junction (GJ- (02)-145) at Km 13 255, (ii) Flyover at Keshod Junction (GJ- (02)-212) at Km 64 077, (iii) Flyover & LVUP at Gadu Location (GJ- (02)- 178) at Km 97 800 and (iv) Service Road at Santipara Patiya (GJ- (02)-233) from Km 100 480 to 103 497 on Jetpur- Somnath
15.	SRM-RSB Projects	ACIAS2339F	JOINT VENTURE	26%	2(6)	Constructi on for Mitigation Measures of 05 Nos. Landslides, 05 Nos. Sinking Zones and 1 no. bridge from Ch. 450.00 to Ch. 468.00 on NH- 07 on EPC mode in the State of Uttarakhand (Package-III)

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 Board places on record its deep appreciation for the professional services, commitment, and valuable
guidance rendered by M/s Satyendra Mrinal & Associates, Chartered Accountants (FRN: 017068N)

during their tenure as the Statutory Auditors of the Company. Appointed at the Annual General Meeting
held on 30th November 2021, the firm has diligently discharged its statutory responsibilities by conducting
independent, fair, and comprehensive audits of the Company’s financial statements in accordance with the
applicable accounting standards and regulatory requirements.

Over the course of their association, M/s Satyendra Mrinal & Associates has played a significant role in
enhancing the Company’s financial reporting practices, strengthening its internal control systems, and
ensuring timely compliance with the requirements of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Board sincerely acknowledges their
professionalism, domain expertise, and constructive approach, which have contributed to the Company’s
governance standards.

Pursuant to the resignation of M/s Satyendra Mrinal & Associates effective 30th June 2025, and in
accordance with Sections 139 and 142 of the Companies Act, 2013, M/s Rohit KC Jain & Co., Chartered
Accountants (Firm Registration No. 020422N) have been appointed as the Statutory Auditors of the
Company for a term of five (5) consecutive years, commencing from the conclusion of the 17th Annual
General Meeting until the conclusion of the 22nd Annual General Meeting.

M/s Rohit KC Jain & Co. Chartered Accountants (Firm Registration No. 020422N) is a reputed
Chartered Accountancy firm with extensive experience in audit, assurance, and related professional services
across various industries and sectors. The Board looks forward to their valuable contribution in
strengthening the Company’s financial governance and compliance framework.

The company has received a letter from them to the effect that their appointment is within the limit
prescribed under section 139 of Companies Act, 2013 and that they are not disqualified for such
appointment within the meaning of section 141 of the company 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 BY INDEPENDENT DIRECTORS

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 30 ^th December, 2024 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 thereunder, 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, 2025, there are six Directors in the Company, the details are as follows:

1. Mr. Sanjay Mehta (Executive Director, Managing Director)

2. Mr. Puneet Pal Singh (Executive Director, Whole-time Director)

3. Ms. Ashley Mehta (Non-Executive Non Independent Director)

4. Mr. Yudhvir Gupta (Non-Executive Independent Director)

5. Mr. Sushil Kumar Sharma (Non-Executive Independent Director)

6. Mr. Sanjay Sharma (Non-Executive Independent Director)

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:

There is no such appointment or cessation in the directorships of the company during the financial
year 2024-25.

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, Mr. Puneet Pal Singh (DIN: 09740051),

Whole-time Director, is liable to retire by rotation, and being eligible, has offered himself for re¬
appointment at the ensuing Annual General Meeting.

v. Key Managerial Personnel

As on 31^st March, 2025, Mr. Sanjay Mehta (Managing Director), Mr. Puneet Pal Singh (Whole¬
time Director) Ms. Aashni Mahajan (Chief Financial Officer) Mr. Rupesh Kumar (Chief Executive
officer) and Mr. Arun Mathur (Company Secretary and Compliance Officer), are designated as
KMP of the Company.

INDEPENDENT DIRECTORS

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 Program

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.

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, 2025 is available on the website of the company at www. srmcpl. com

ACKNOWLEDGEMENTS:

Y our 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.

By order of the Board of Directors

Sd/- Sd/-

Place : Jammu PUNEET PAL SINGH SANJAY MEHTA

Date : 03/09/2025 DIRECTOR MANAGING DIRECTOR

DIN:09740051 DIN:02274498

---

Mar 31, 2024

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)

Particulars	Standalone	Standalone	Consolidated	Consolidated
	For the Year ended	For the Year ended	For the Year ended	For the Year ended
	31st March, 2024	31st March, 2023	31st March, 2024	31st March, 2023
Revenue from operations (gross)	34,242.10	30,029.08	34,242.10	30,029.08
Revenue from operations (net)	34,242.10	30,029.08	34,242.10	30,029.08
Other Income	280.04	77.75	759.42	36.02
III Total Income (I II)	34,522.13	30,106.83	35,001.51	30,065.10
Total Expenses	31,540.53	27,560.05	31,540.53	27,560.05
Profit before exceptional and extraordinary item and tax	2,981.61	2,546.78	3,460.99	2,505.06
Profit before Tax (PBT )	2,981.61	2,546.78	3,460.99	2,505.06
Tax Expenses: Less: Net Current Tax	750.47	553.51	750.47	553.51
Less: Deferred Tax	13.89	76.80	13.89	76.80
Net Profit/(Loss) after tax	2,217.25	1,916.48	2,696.63	1,874.75
Profit/(Loss) for the Period	2,217.25	1,916.48	2,696.63	1,874.75
Earning per equity share:
1) Basic	13.24	11.45	16.10	11.20

annualized
2) (2) Diluted annualized	13.24	11.45	16.10	11.20

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.

DISCLOSURES:

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 Ilof 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.

COST AUDITOR:

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.

INTERNAL AUDITOR

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:

S. No.	Name and Address	CIN/ GLN/PAN	HOLDING/ SUBSIDIARY/ ASSOCIATE/ JV	% AGE OF SHARES HELD	APPLICABLE SECTION OF COMPANIES ACT, 2013	Purpose/ Projects
01.	LORAN VALLEY POWER PPROJECT PRIVATE LIMITED	U40300JK2014PTC 004223	SUBSIDIARY	51%	2(87)(i)
02.	SP MANGAL MURTI ENTERPRISES PVT LTD	U25999JK2023PTC 014318	WHOLLY OWNED SUBSIDIARY	99.9%	2(87)(i)
03.	ECI Engineers and SRM Projects	AAAAE8024F	JOINT VENTURE	70%	2(6)	EPC contract of 1,386 m Tunnel including ANS Irrigation Canal Rajouri, Jammu & Kashmir
04.	ECI Engineers and SRM Projects	AAAAE8024F	JOINT VENTURE	20%	2(6)	Widening and upgradation to 2 lanes from km0.0002 km 16.990 On Chennani-Sudhmahadev section of NH-224

05.	Kapahi SRM Projects	AAVFK0327M	JOINT VENTURE	49%	2(6)	Construction of 100 units (Type-II= 64 Nos- G=3, Type-III=36 Nos-G 2) Phase1 at Katra in connection with Udhampur -Srinagar-Baramulla-Rail Link Project.
06.	SRM- Rajinder Projects	ABFAS2654F	JOINT VENTURE	70%	2(6)	Construction and upgradation from km 29 000 to km 60 652 of Road Hanle Chumar under project Himank in Ladakh on EPC mode.
07.	SRM- Rajinder Projects	ABFAS2654F	JOINT VENTURE	49%	2(6)	Design and construction of Reinforce Earth embarkment at Bridge 40,41&42 on Katra- Dharam section of Udhampur-Sringar-Baramulla-Rail Link Project.
08.	SRM- Rajinder Projects	ABFAS2654F	JOINT VENTURE	49%	2(6)	Upgradation of Gulati to Shahadra Sharef via Gambir Gali of Tawi Flood recovery Project.

09.	SRM- Rajinder Projects	ABFAS2654F	JOINT VENTURE	51%	2(6)	Construction of realignment between Pendrass -Pashkyum (27.10km ) on road Zozila-Kargil-Leh to 2 lane under project Vijayak(BRO) IN THE UT of Ladakh on EPC MODE.
10.	SRM- Rajinder Projects	ABFAS2654F	JOINT VENTURE	70%	2(6)	Rehabilitation and Up-gradation to 2 Lane with paved shoulder from existing chainage km 166 100 to km 192 980 including construction of Bhimber gali tunnel (Total length of Tunnel 1.100 km) under 31 TF on Akhnoor -Poonch road (NH144A) in the UT of Jammu &Kashmir under Project Sampark” through (EPC) mode(Package -VII

11.	Sai SRM Projects	ABAAS5165Q	JOINT VENTURE	49%	2(6)
12.	SRM DMR		JOINT VENTURE	95%	2(6)	Rehabilitation & upgradation of existing 2 lane flexible Pavement to 2 lane flexible pavement with paved shoulder/ paver block floor ink from km 0.00(Near Chenani town)of NH-244 (length 39.100km )in the UT of J&K.

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:

1. Mr. Sanjay Mehta (Executive Director, Managing Director)

2. Mr. Puneet Pal Singh (Executive Director, Whole-time Director)

3. Ms. Ashley Mehta (Non-Executive Non Independent Director)

4. Mr. Yudhvir Gupta (Non-Executive Independent Director)

5. Mr. Sushil Kumar Sharma (Non-Executive Independent Director)

6. Mr. Sanjay Sharma (Non-Executive Independent Director)

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.

INDEPENDENT DIRECTORS 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.

By order of the Board of Directors -sd- - sd -

Place : Jammu PUNEET PAL SINGH SANJAY MEHTA

Date : 03/09/2024 WHOLE TIME DIRECTOR MANAGING DIRECTOR

DIN:09740051 DIN:02274498