Equity Analysis

To

The Members, Mercator Limited

We hereby present the 39th (Thirty-Ninth) Annual Report of your Company for the year ended on March 31, 2023.

In accordance with an application made by ICICI Bank, Financial Creditor of the Company, the Hon'ble National Company Law Tribunal, Mumbai Bench, vide its order dated February 08, 2021 (“Order”) in Company Petition No. (IB) 4404/MB/2019 (“Insolvency Commencement Order”) in the matter of ICICI Bank Ltd V. Mercator Ltd & Anr., had initiated Corporate Insolvency Resolution Process (“CIRP”) against Mercator Limited, Corporate Debtor (“the Company”) under Section 7 of the Insolvency and Bankruptcy Code, 2016 (“the Code”). Pursuant to the Order, the powers of the Board of Directors were suspended and were vested with Mr. Girish Siriram Juneja, who was appointed as Interim Resolution Professional (IRP) by the NCLT and later con rmed as a Resolution Professional (RP) by the Committee of Creditors (CoC). The Resolution Plans submitted by the Resolution Applicants were placed before the CoC for their consideration and voting but failed to receive the requisite votes in terms of the provisions of the Code. Accordingly, an application for liquidation of the Corporate Debtor was led in terms of section 33 of the Code. NCLT, Mumbai has ordered the company to be liquidated as a going concern and Mr. Girish Siriram Juneja has been appointed as Liquidator of the company vide its order dated February 21, 2023.

Pursuant to the aforesaid order by NCLT, Liquidator is trying to liquidate the company as a going concern. Accordingly, the nancial results of the Company have been prepared on a going concern basis.

The consolidated and standalone nancial performance of the Company for the year ended March 31, 2023 is summarized below: (Rs in Million)

The Standalone & Consolidated nancial statements of the Company for the nancial year ended March 31, 2023 have been prepared in accordance with the Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013 (“the Act”) read with relevant rules issued thereunder (IND AS) and other accounting principles generally accepted in India.

The comments of the Directors on the nancial performance of the Company along with state of Company a airs have been provided under the Management Discussion and Analysis Report which is appended as Annexure I to this Report.

During the year under review, the income from operations on a consolidated basis was Nil against Nil in the previous year. This is on account of (i) Audited / Unaudited nancial statements of all subsidiaries for the year ending March 31, 2023, have not been provided to the Holding Company (ii) sale of entire eet of ships, auction of 2 out of 4 dredgers (iii) remaining 2 dredgers remaining idle and in arrested condition.

The consolidated EBIDTA is Rs. (22.48) million against Rs. (121.11) million in the previous year. The consolidated loss before tax was Rs. 24.56 million against previous year loss of Rs. 206.64 million. The consolidated loss after tax was Rs. 24.56 million against loss after tax of Rs. 195.39 million in the previous year.

On a standalone basis, the income from operations for the year under review was Nil (Nil in the previous year), Depreciation was Rs. 0.80 million against Rs. 0.97 million in previous year and Finance Cost was Rs. 1.28 million against Rs. 1.52 million in previous year. The Company had standalone pro t of Rs. 4.07 million (previous year pro t of Rs. 52.11 million) after provision of tax of Nil (previous year Rs. 11.25 million in negative).

Following are the key nancial highlights for the nancial year 2022-23 (PY 2021-22):

At standalone level, Finance Costs of Rs. 1.28 million (PY Rs. 1.52 million) includes Nil (PY Nil million) towards penal interest charged by the lenders;

At standalone level, impairment provision was Rs. 94.67 million (PY Rs. 46.46 million);

The Company has prepared its accounts for the year ended March 31, 2023 on a going concern basis rather than on liquidation value basis. The Company has negative retained earnings as at March 31, 2023, wherein assets are insu cient in comparison to liabilities thereby resulting in erosion of its Net-worth. Further, the Company had since disposed-o the substantial part of the Property, Plant and Equipment (PPE). As on March 31, 2023 the Company has only two non-operating dredgers which have been arrested by operational creditors. The current liabilities substantially exceed the current assets and large sums of money receivable are in dispute, which is not readily realisable. A Corporate Insolvency Resolution Process (CIRP) was initiated by Hon'ble NCLT, Mumbai. It may be further noted that in consonance with the stipulations contained in Section 14 of the Code, a moratorium was declared in the aforesaid order passed by the Hon'ble NCLT, inter alia, prohibiting the following:

a. the institution of suits or continuation of pending suits or proceedings against the Corporate Debtor including execution of any judgement, decree or other in any court of law, tribunal, arbitration panel or other authority;

b. transferring, encumbering, alienating or disposing o by the Corporate Debtor any of its assets or any legal right or bene cial interest therein;

c. any action to foreclose, recover or enforce any security interest created by the Corporate Debtor in respect of its property including any action under the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002;

d. the recovery of any property by an owner or lessor where such property is occupied by or in the possession of the Corporate Debtor.

The Company's ability to continue as a going concern was dependent upon many factors including continued support from the nancial creditors, operational creditors and submission of a viable resolution plan by the prospective investor. The Resolution Plans submitted by the Resolution Applicants (RAs) were placed before the Committee of Creditors for their consideration and voting but failed to receive the requisite votes in terms of the provisions of the code. Accordingly, an application for liquidation was led in terms of section 33 of the Code. NCLT, Mumbai has ordered the Company to be liquidated as a going concern and Mr. Girish Siriram Juneja has been appointed as Liquidator of the company vide its order dated February 21, 2023. Further, the Liquidator is required to make every endeavour to protect and preserve the value of the property of the corporate debtor and manage the operations of the corporate debtor as a going concern.

The management / Liquidator is of the view that they are making best e orts to achieve favourable order in ongoing litigations in order to protect the value of its assets and is making e orts to revive operations. As per rules and regulations of the CIRP stipulated under the Code, RP had invited Resolution Plans from the eligible Prospective Resolution Applicants (PRA). Further, the Company believes that the claims receivable for Rs. 15,800 million at the group level could, if realised, provide a reasonable su cient opportunity for the repayment of loans from lenders and provide required resources for the development of business opportunities for the revival.

Pursuant to the aforesaid order by NCLT, Liquidator is trying to liquidate the company as a going concern. Accordingly, the nancial results of the Company have been prepared on a going concern basis.

Total Debts at standalone levels and consolidated levels as on 31st March, 2023 stands at Rs. 9429.19 million and Rs. 16,413.30 million respectively. We have already deleveraged Long-term debts by selling the Floating Storage and O oading Unit (FSO) ‘Prem Pride' in the nancial year 2019-20 on 16th January 2020 for Rs. 495.4 million and Vessel M. T. Hansa Prem on 23rd March, 2020 through an e-auction process for a consideration of USD 3.60 million plus taxes and in the nancial year 2020-21, sold the Vessel M. T. Prem Mala vide Hon'ble Bombay High Court's order dated 26th May 2020, con rmed the sale of the Vessel under the auction process to the highest bidder at a consideration of Rs. 364 million.

As per the Code, the Liquidator has to receive, collate, verify and admit all the claims submitted by the creditors of the Company. Such claims can be submitted to the Liquidator during the liquidation. The impact of such claims, if any, that may arise has not been considered in the preparation of the aforesaid standalone audited nancial results as on 31st March, 2023.

Principal portion of loans from nancial creditors in the books of the Corporate Debtor have not been restated with the amounts admitted by Liquidator as on Insolvency Commencement Date (“ICD date”) (Rs. NIL million). Total amount of claims towards principal dues of the nancial creditors as on March 31, 2023 stand as under:

* Liquidator had not received any claims as on 31st March 2023. The last date of the receipt of the claim was 07th April 2023. As on 07th April 2023, the total claim amount is Rs. 22,934.1 million, which includes fresh claims led during the liquidation process and the claims submitted during the CIRP process. As per clause c of sub-regulation 2 of Regulation 12 of Liquidation of IBBI (Liquidation Process) Regulations, 2016, where a stakeholder does not submit its claims during the liquidation process, the claims submitted by such a stakeholder, and duly collated by the interim resolution professional or resolution professional, as the case may be, during the corporate insolvency resolution process under the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, shall be deemed to be submitted during the liquidation process.

Lenders including Bank of Baroda (having exclusive charge on the collateral property in the name of Corporate Guarantor M/s Mercator Limited, First charge on all movable and immovable xed assets of the Project, First charge on all project contracts and insurance policies in relation to the Project, Security interest by way of security of all rights, titles, bene ts, claims and demands of the Borrower on each Project document with respect to this Project, Charge on the Borrower's bank accounts for the Project, including but not limited to the trust and retention account(s) save and except Dividend Distribution Account/No Lien Account where the surplus monies, including any income generated on the same, shall be transferred upon having met the Restricted Covenants.), J.C. Flowers Asset Reconstruction Private Limited (secured against rst pari passu charge on movable, current and xed assets, including plant and machinery, Insurance Contracts, raw material, current assets, semi- nished and nished goods, consumable stores and all monies, securities, contractor guarantees, performance bonds, cash ows, book debt and receivables, revenues, bank accounts together with investments, xed deposits, lms and any letter of credit provided by any person in favour of the Borrower, excluding the exploration division of the Hypothecator.) and ICICI Bank (First ranking pari-passu and second ranking pari-pasu basis all rights, titles and interest in the vessels [Darshini Prem, Tridevi Prem, Vivek Prem and Uma Prem] for Facility I, Facility II, Facility III and Facility IV) has not relinquished the security interest. The above claim amount is covering all the claimants, including those who have not relinquished their security interest.

The Company does not have any tonnage now. The Company may explore chartering in tonnage in the future.

Slowdown of dredging business has been in place on account of business downturn contributed largely by majority stake buyout of DCI by government owned major ports. The core management team will continue to focus on developing low capex businesses in the Dredging Business. An example of asset light model for dredging contracts could be wherein the work can be accomplished by chartering dredgers. One of such contracts is under execution with Mumbai Port Trust. The Company shall continue to explore suitable opportunities in the asset light model, where the experience and expertise of the Company can be leveraged. The Company did not participate in any fresh tenders during nancial year 2022-23.

The status of various dredgers of the Company is as under:

Further, there is only one non-operational dredgers (arrested by creditors) with the Company as on March 31, 2023, which was fully impaired in nancial year 2019-20 and are carried at realisable scrap value in the books of accounts. On account of this, no depreciation has been charged on Vessels in the year ended March 31, 2023 and March 31, 2022. The current status of the said dredgers are as under

Darshani Prem: The dredger is under arrest by a few operational creditors, crew and port authorities. The cases led against Darshini Prem in High court of Andhra Pradesh shall get listed in due course. Kakinada Seaports Ltd. has vide its email dated January 08, 2021 required the Company for shifting of the vessel Darshini Prem to anchorage at its cost and risk. The Company has intimated ICICI Bank Ltd, the charge holder, to initiate any action at their end, as may be deemed appropriate.

Yukti Prem: During the year, the dredger has been sold under court auction (order dated September 1, 2021 of Kerala High Court) for a price of Rs. 7.90 million. However, the appropriation of the proceeds shall follow in due course of time and the sale proceeds of Rs. 7.90 million is lying as deposit with the court. Basis the transaction, the vessel has been considered as sold by the Company, as management has no control over it, e ective from the date of order and the amount receivable from Court has been classi ed as "Other Current Assets".

Oorja Holdings Pte Ltd. (‘Oorja Holdings”), a wholly owned subsidiary of the Company along with other investors owns an operational open cut thermal coal asset in the entity named PT Karya Putra Borneo (KPB) and logistics infrastructure services in coal business in another entity named PT Indo Perkasa (IPK). KPB is located in Butuah village, province of Kalimantan Timur, Indonesia covering c.914 hectares of license area with all requisite licenses consisting of an operational coal mine since 2012 having c.26.30 MMT of present reserves with 3600/4200 GAR thermal coal. The local logistics infrastructure services business includes haul road logistics and load port handling supported by own logistics and infrastructure facilities.

Audited/Unaudited Financial Statements of all Indonesian subsidiaries for the year ended March 31, 2023 have not been provided to the Parent Company and hence their financial statements for the 9 months' period ended December 31, 2020 have only been considered for the purpose of preparation of Consolidated Financial Statements for the year ended March 31, 2023.

During period of COVID-19, coal prices have uctuated and has a ected EBITDA margin of KPB. The Company has been delivering regular production. Pro tability will have an impact due to uctuations in prices due to pandemic situation.

A minority shareholder of one of our step-down subsidiary, PT Karya Putra Borneo, based at Indonesia has raised a frivolous claim with respect to the shareholding of the said subsidiary Company. On account of frivolous claim led by minority shareholder of KPB by allegedly accessing Legal Entity Accessibility System (LEAS) and resultant to that existing directors and shareholders have been changed in records of Ministry of Law and Human Rights (MoLHR) which was not in compliance with applicable mining law prescribed by Ministry of Energy and Mineral Resources (MEMR) seeking prior consent of the MEMR for any change in directors and/or shareholders of mining company. As per information available until date of reporting, matter is sub-judice and under review cum discussion at court. Management of the Company is anticipating positive outcome as per their judgment and other compliance under applicable Mining Law in Indonesia. The Company is taking all legal steps to protect its rights and interests. Meanwhile the control of the operations are continuing normally.

Some of the key risks for the coal business are:

1) Coal prices have always been volatile. As on date, amongst several reasons including Covid Pandemic and Russia Ukraine war have caused the coal prices to crash threatening sustainable cash ows.

2) Coal subsidiaries have a running default on their loan obligations and lenders are now seeking legal recourse.

3) Legal cases continue to distract management and incur high expenses.

4) Internationally most countries are encouraging move to cleaner energy sources and this remains a threat for the long term price sustainability of the coal prices.

5) India opening mining sector to private sector does pose a threat to coal prices as India may reduce import of coal over a period of time.

6) Change of regulations in Indonesia with respect to taxes, annual production and exports poses an unseen risk.

Mercator Petroleum Limited (‘MPL'), has Production Sharing Contracts with the Government of India for exploration of petroleum in two blocks viz. CB-ONN-2005/9 (‘CB-9') and CB-ONN-2005/3 (‘CB-3'), under the Seventh New Exploration Licensing Policy round (NELP-VII). MPL has 100% participating interest (‘PI') in both the above blocks. These ‘S-Type' blocks are situated onshore in the proli c Cambay Basin in Gujarat, India and together cover an area of 180.22 kms.

Ministry of Petroleum and Natural Gas, Government of India vide their letter dated October 24, 2019 has issued a termination notice referring to Production Sharing Contract

(PSC) dated December 22, 2008 for the Block CB-ONN-2005/3 executed between Government of India and Mercator Petroleum Limited. There was no oil discovery in the said Block CB-ONN-2005/3 (‘CB-3'). However, PSC for the Block CB-ONN-2005/9 (‘CB-9') remains in force.

Minutes of Meeting (MoM) of the 5th Expert Appraisal Committee (EAC) for the Environmental Clearance (EC) presentation held on March 27, 2019 were issued of 3rd April 2019 recommending grant of EC for Development of PML area of the Block CB-ONN-2005/9. Work over rig was deployed at Jyoti-2 from March 25, 2019 to May 7, 2019 for cement repairs but the operations had to be terminated because of technical problems. The well Jyoti-1 was also closed because of non-grant of (EC) which has since been granted on January 7, 2020. Management Committee has approved completion of Minimum Work Program (MWP) of Exploration Phase-I which is a pre-requisite for transfer of PI. Formal communication to this e ect is awaited.

The application for initiation of Corporate Insolvency Resolution Process (CIRP) under Section 9 of the Insolvency and Bankruptcy Code, 2016 (IBC) led by an Operational Creditor before the National Company Law Tribunal (NCLT), Mumbai Bench against the material subsidiary of the Company, Mercator Petroleum Limited (MPL) was admitted vide the order of NCLT dated August 31, 2020 (Order). In terms of Section 17 of the IBC, the power of the Board of Directors stand suspended and all such powers stand vested in an Interim Resolution Professional (IRP) appointed vide the said Order. Further, in terms of stipulations contained in Section 14 of the Code, a moratorium has been declared vide the Order prohibiting certain stipulated actions.

In terms of the last update received from RP of that company, as a part of the Corporate Insolvency Resolution Process (CIRP), RP had oated an Expression of Interest and had received interest from Public and Private Players in the process. The Request for Resolution Plans (RFRP) has been issued to the shortlisted Prospective Resolution Applicants (PRA) and they are required to submit their Resolution Plans in October 2021 as per the process laid down under the Code. Prospective Resolution Applicants (PRAs) have expressed their interest in the Oil Assets of MPL. The process of due diligence by these entities is currently going on. However, due to a pending litigation led in NCLT by a nancial creditor of the Parent Company and a consequent stay granted by NCLAT, the timelines under the Code stand extended.

1. During the nancial year 2019-20, MPL made e orts to Farm-out (in full or in part) its Participating Interest (PI) in the Block CB-ONN-2005/9. To this e ect, MPL signed a Sale Purchase Agreement (SPA) with an identi ed buyer on 26th December, 2019. Further, Deed of Assignment for transfer of 100% PI was signed on 14th January, 2020. Application for transfer of PI along with requisite documents has been submitted to Director General of Hydrocarbon (DGH) for approval and the same was being reviewed by them. We had signed an addendum to extend the completion date to 31st August, 2020 and further extending the long stop date to October 31, 2020. In terms of the update received from IRP, as a part of the

Corporate Insolvency Resolution Process (CIRP), IRP had invited Resolution Plans from the eligible bidders. IRP had received a positive response and after the initial phase, there are a few Prospective Resolution Applicants in the fray. As part of the process, these Resolution Applicants have been carrying out the necessary due diligence. The Resolution Applicants include certain Private Entities in the sector, a Public Sector Undertaking and others. Prospective Resolution Applicants (RPAs) have expressed their interest in the Oil Assets of MPL. The process of due diligence by these entities is currently going on. The sale proceeds will enable the company to pay its nancial creditors and trade creditors.

Mercator Oil & Gas Limited (MOGL), a material subsidiary of the Company and Mercator O shore (P) Pte. Limited (collectively ‘Mercator Oil & Gas') were engaged in the execution of an EPC contract involving conversion of Sagar Samrat, a mobile o shore drilling unit into a mobile o shore production unit for ONGC. The said contract was awarded to a consortium comprising of Mercator Oil & Gas and Gulf Piping Co. WLL (GPC), a shipyard based out of Abu Dhabi.

On September 25, MOGL received a notice of termination from ONGC for Sagar Samrat Conversion Project giving the consortium 14 days' cure period as per the contract. At the same time, ONGC proceeded to encash the bank guarantees. MOGL had then challenged the invocation of Bank Guarantees and was granted a stay by Hon'ble Single Member Bench (SMB) of the Bombay High Court. Appeal in the Arbitration Petition before division bench of Hon'ble Bombay High Court in a 100% subsidiary of the Company was dismissed vide order in July-2019; By virtue of the above order, ONGC invoked bank guarantees worth INR 1421.90 million in the previous nancial year. This has increased the debt of MOGL by an equivalent amount. A claim of Rs. 19,470 million (USD 262 Mn) has been made by the MOGL on ONGC. In the view of the management and based on legal advice made available earlier, an estimated amount of Rs. 12,880 million (USD 173.36 Mn) could probably be awarded as payable to the subsidiary company. However, any impact of the settlement will be known only after completion of the ongoing arbitration proceedings. Management feels it has a very strong case in its favor as per a legal opinion which also includes claims for wrongful invocation of the Bank Guarantees against ONGC on account of the following:

• Certified work but not invoiced

• Works completed and invoiced but unpaid• Unpaid and/or unapproved variations• Wrongful deduction of liquidated damages

• New Taxes

• Wrongful invocation of the Bank Guarantees

• Damages at large

• Wrongful termination

MOGL in its pleadings had alleged fraud and collusion by and between ONGC & GPC for illegally terminating the contract and subsequently awarding it to GPC which was ultra vires

(a) the Contract signed between ONGC & the Consortium, (b) Contract signed between the Consortium parties inter se and (c) Guidelines laid down by the Central Vigilance Commission (CVC) for PSUs mandating policies for awarding contracts. The arbitration is likely to complete in a few months and the tribunal is expected to issue its award thereafter. In terms of an update received from RP, the arbitration tribunal has provided revised schedule of recording of evidence from October 18, 2021 to October 23, 2021 and nal hearing from December 6, 2021 to December 11, 2021. ONGC with a view of postponing the trial, led a writ petition in Bombay High Court, challenging Tribunal's various orders for timely completion of October,2021 Trial. On 18 October 2021, the Tribunal convened to commence the October Trial. However, ONGC was not present in the trial. On 19 October 2021, the MOGL was served with an unnumbered writ petition to be led by the ONGC before the Bombay High Court (“Writ Petition”), inter alia seeking a direction to the Tribunal not to proceed with the October Trial till such time as the NCLT decides the Parties' applications, a stay of this Arbitration until nal disposal of the Writ Petition, and interim and ad interim reliefs in this regard. On 21st October, 2021 ONGC mentioned that the Writ Petition before the Bombay High Court, which refused to pass any orders, and directed for the same to be listed on 25 October 2021. The hearing on this petition now xed for 15 December 2021. ONGC appeared on the 22nd October, 2021 and requested for new dates for October Trial. Despite MOGL's objections, new dates were for hearing were give as under:

(a) 10, 20 -22 December, 2021 for Respondent's opening submissions and for completing cross-examination witnesses of both parties;

(b) 17-20 January, 2022 for Claimant's oral submissions

(c) 14-17 February 2022 for Respondent's oral submissions

(d) 18 February, 2022 for Claimant's oral submissions in rejoinder.

Further, RP had updated that the last date of submission of Expression of Interest (EOI) by Prospective Resolution Applicants (PRAs) was October 13, 2021. The Resolution Plan was placed before CoC. However, the plan did not secure a majority vote of the CoC and accordingly an application for approval of liquidation of the Company has been led with Honorable NCLT, Mumbai.

Mercator has also initiated arbitration proceedings against consortium partner GPC and have sought to encash their counter Bank Guarantees worth US$ 9.2 million issued in favour of MOGL. Legal advice states that our case is strong in both the matter and expect a favorable outcome.

A nancial creditor has incurred legal costs aggregating Rs.56.9 million in the year ended March 31 2021 on behalf of MOGL in relation to the ongoing arbitration in the SSCP matter. The same has been expenses out in MOGL towards Legal Costs in the FY 2020-21. MOGL is also in advanced stages of discussions with overseas funds to fund litigation for Sagar Samrat Arbitration matter and encashment of the counter bank guarantees given by GPC for any shortfall of amount sanctioned by the nancial creditor and/or further expenses that may be needed for execution of the award.

The Company was undergoing CIRP vide order of NCLT dated February 08, 2021. Pursuant to the said order, the powers of the Board of Directors were suspended and were vested with Mr. Girish Siriram Juneja, who was appointed as Resolution Professional (RP) by the NCLT. The Resolution Plans submitted by the Resolution Applicants were placed before the Committee of Creditors for their consideration and voting but failed to receive the requisite votes in terms of the provisions of the Code. Accordingly, an application for liquidation of the Corporate Debtor has been led in terms of section 33 of the Code.

NCLT, Mumbai has ordered the company to be liquidated as a going concern and Mr. Girish Siriram Juneja has been appointed as Liquidator of the company vide its order dated February 21, 2023.

Further, there were no material changes and commitments a ecting the nancial position of the Company, between the end of the nancial year of the Company to which the nancial statements relate and the date of this Report.

The paid-up Equity Share Capital as at March 31, 2023 stood at Rs.302.46 million. During the year under review, the Company has not issued shares or shares with di erential voting rights nor has granted any stock options or sweat equity or warrants.

No amount is proposed to be transferred to the Reserves, including Debenture Redemption Reserve.

In view of accumulated losses of the Company, no dividend has been recommended for nancial year 2022-23.

There was no change in the nature of business activities or operations of the Company during the nancial year under review.

During the nancial year under review, the Company has not accepted any deposits from public/members within the meaning of Sections 73 and 76 of the Companies Act, 2023 (‘'the Act'') read with Companies (Acceptance of Deposits) Rules, 2014.

During the year under review, Mr. Jagmohan Talan (DIN: 08890353) and Ms. Ritu Vats (DIN: 08890591) continued to be the Directors of the Company.

Mr. Harish Kumar Mittal (DIN: 00007690) resigned as Director of the company vide his email dated October 21, 2022. Pursuant to provisions of Section 28 of Insolvency and Bankruptcy Code, 2016 as amended from time to time, the aforesaid resignation was placed for the approval of the Committee of Creditors (CoC) of the Company at its meeting held on November 15, 2022. CoC requested Mr. Mittal to defer his decision and the same was intimated to Mr. Mittal vide letter dated 29-11-2022. However, Mr. Harish Kumar Mittal has led e-form DIR-11 with MCA and his resignation has been taken on record by MCA w.e.f. 21-10-2022. After this, number of Directors of the company has fallen less than the minimum number prescribed by the Companies Act, 2013 for public limited companies.

In furtherance to the above, all the Directors of the Company are disquali ed from being appointed as Director in terms of Section 164 (2) of the Act.

However, since the Company is under liquidation, the Liquidator has requested the existing Directors to continue with their term.

Since the Company is under liquidation and all the exiting directors are the Independent Director, no Director shall be retiring by rotation at the ensuing Annual General Meeting.

During the year under review, the Company has not received declarations from all the Independent Directors as the powers of the Directors are suspended. However, there has been no change in the circumstances which may a ect their status as Independent Directors of the Company and the Liquidator is satis ed of the integrity, expertise and experience (including pro ciency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

Mr. Jagmohan Talan, the Independent Director of the Company had undertaken requisite steps towards the inclusion of their names in the databank of Independent Directors maintained with the Indian Institute of Corporate A airs (IICA) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Quali cation of Directors) Rules, 2014 as per the Ministry of Corporate A airs Noti cation dated October 22, 2019. However, the renewal of subscription of Mr. Talan was pending as on September 23, 2021. Furthermore, the registration of Mr. Jagmohan Talan with the databank maintained by IICA expired on 23rd September 2021, which was not renewed till the date of this report. Ms. Ritu Vats, Independent Director has not applied for inclusion of her name in the databank.

During the nancial year under review, the Non-Executive Directors (NEDs) of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Company.

The Company has failed to pay the instalment due of the debentures on the due date and has failed to pay the interest due thereon for a continuous period of more than a year. Hence, all the Directors of the Company are disquali ed from being appointed as Director in terms of Section 164 (2) of the Act.

However, since the company is under Liquidation, the Liquidator has requested to the Directors to continue with their term.

Since, the Company was under CIRP during the substantial part of nancial year 2022-23 and pursuant to the provisions of the Code, the powers of Board of Directors had been suspended, hence, the evaluation couldn't be conducted. The Liquidator however, appreciated the valuable contribution made by Independent Directors in the Company.

Pursuant to the approval of CoC, Mr. Mangesh Mukund Deokar Bhosale was appointed as Chief Financial O cer & Compliance O cer of the Company w.e.f. March 1, 2022. However, Mr. Harish Kumar Mittal (DIN: 00007690) tendered his Resignation from the Company w.e.f. October 21, 2022.

As on March 31, 2023, your Company had total 27 subsidiaries/step-down subsidiaries. However, the nancials of all subsidiaries were not available for review during the nancial year ended March 31, 2023, hence, the materiality of subsidiaries could not be determined.

Further, the Policy for determining material subsidiary companies is however framed and adopted which due to the non-availability of the functional website is available for inspection at the Registered o ce of the Company.

As per Section 134 of the Act, your Company has provided the Audited Consolidated Financial Statements for the year ended on March 31, 2023; together with Auditors' Report thereon forming part of this Annual Report, which includes nancial information as available of all the subsidiaries. A statement pursuant to the provisions of the Section 129(3) of the Act read with relevant rules made thereunder in the prescribed form AOC-1, showing nancial highlights of the subsidiary companies, as available, is attached to the consolidated nancial statements.

During the nancial year under review, no company ceased to be subsidiary, associate or joint venture. The Company does not have any associate or joint venture companies as on March 31, 2023.

During the year, 4 (Four) Meetings of RP & Directors was held i.e. on May 28, 2022, August 09, 2022, November 14, 2022 and February 14, 2023, to discuss and decide on a airs, operations of the Company and to supervise and control the activities of the Company, details of which are given in the Report on Corporate Governance forming a part of this Report.

The intervening gap between two consecutive meetings was within the period prescribed under the Act, Secretarial Standards on Board Meetings.

The Company being into CIRP for most part of the year, the regulations 17 to 21 of Listing Regulations, were not applicable to the Company, during year under review, however, the provisions of Companies Act, 2013 shall continue to apply, wherever applicable.

Accordingly, the Committees constituted under the Act are:

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination & Remuneration Committee

However, during the previous nancial year, the Corporate Social Responsibility Committee and the Risk Management Committee was dissolved, owing to the exemptions provided under the Act and Listing Regulations.

The details of the Committees along with their composition, terms of reference, number of meetings held and attendance of the members are provided in the Corporate Governance Report, forming part of this Annual Report.

As on March 31, 2023, the Company has 1 employee i.e. the Chief Financial O cer.

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company for part of nancial year 2022- 23, is appended as Annexure IIA and Annexure IIB respectively forming part of this Report.

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Pursuant to the provisions of Section 178 of the Act read with the Rules made thereunder and on the recommendation of the Nomination & Remuneration Committee, the Company's policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Act is available for inspection at the Registered o ce of the Company.

During the year under review, the Company being under CIRP, no programs were conducted.

M/s. Singhi and Co. (FRN: 302049E), were appointed as Statutory Auditors of the Company at the 33rd Annual General Meeting of the Company held on September 15,

2017 to hold o ce from the conclusion of the said meeting till the conclusion of the 38th AGM of the Company.

The RP & Directors places on record, its appreciation for the contribution of M/s. Singhi and Co., Chartered Accountants, during his tenure as the Statutory Auditors of the Company.

The RP & Directors at its meeting held on August 09, 2022 had recommended the appointment of M/s. SMBC & Co. LLP (Firm Registration No. 121388W/W100687) as Statutory Auditors for a First term of 5 (Five) years, from the conclusion of the 38th Annual General Meeting till the conclusion of 43rd Annual General Meeting to be held in the year 2027 for approval of shareholders of the Company based on the recommendation of Audit Committee.

Subsequently, M/s. SMBC & Co. LLP withdrew their consent for appointment vide their letter dated October 21, 2022 due to non-availability of peer review number, hence not meeting the criteria for appointment as Statutory Auditor of a Listed Company.

Based on the recommendations of the Audit Committee, the Resolution Professional & the Board of Directors, at its meeting held on November 14, 2022, M/s G.P. Sharma & Co. LLP (Firm Registration Number: 109957W/W100247) were appointed Statutory Auditors of the Company in the Annual General Meeting of the Company held on December 07, 2022 for a term of 5 consecutive years who shall hold the o ce from the conclusion of 38th AGM till the conclusion of the 43rd AGM to be held in the year 2027 at a remuneration of Rs. 250,000/- p.a. including Rs. 50,000/- for limited review report per quarter for rst three quarters and Rs. 100,000/- as the Statutory Audit fees per year including last quarter.

No fraud was reported by the Statutory Auditors of the Company during the year under review pursuant to Section 143(12) of the Act.