Directors Report of Pagaria Energy Ltd.

Mar 31, 2025

Your Director''s are pleased to present the 34^th Annual Report covering the operational and financial
performance of your Company along with the Audited Financial Statements for the financial year ended
March 31, 2025.

FINANCIAL RESULTS

The Financial Results for the year under review are given below:

(Rs. In Lacs)

Particulars	Year ended 31.03.2025	Year ended 31.03.2024
Total Income	18.38	18.74
Profit before tax	7.41	6.52
Less : Provision for Taxation
Current Tax	2.00	1.38
Deferred Tax	(0.74)	0.99
Profit after tax	6 .15	4.35

PERFORMANCE

The Total Income for the financial year under review is Rs. 18.38 Lacs against Rs. 18.74 Lacs in previous
year. During the year, the Company has earned Profit after Tax of Rs.6.15 Lacs in comparison to the
previous year Profit after Tax of Rs. 4.35 Lacs. The directors are hopeful for better performance in the
ensuing years.

STATE OF THE COMPANY''S AFFAIRS

The Company is engaged in the business of Trading of Coal. There has been no Change in the nature of
the business of the Company during the financial year ended on 31st March, 2025.

DIVIDEND

In order to strengthen the financial position of the company the Board of Directors have decided not to
recommend any dividend for the Financial Year ended 31^st March, 2025 and plough back the profits of
the company in its business.

TRANSFER TO RESERVE

The company does not propose to transfer any amount to reserve.

WEBSITE OF THE COMPANY

The Company maintains a website www.paQariaenerav.com

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the articles of the Company and the provisions of the Companies Act, 2013, Mr. Bijay
Bhagat, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer
himself for re-appointment on the Board of your Company. Your directors recommend his re¬
appointment.

Based on the recommendation of the Nomination & Remuneration Committee, the Board has appointed
Mr. Arpan Singha Roy (DIN: 10983936), as an additional Director of the Company w.e.f. 10^th May, 2025.
Further, he was also designated as the Managing Director of the Company by the Board in its meeting
held on 15^th July, 2025 subject to approval of the shareholders in the ensuing Annual General Meeting
of the Company.

The Board also appointed Mr. Sukumar Sarkar (DIN: 10983937), as a Non-Executive Independent
Director of the Company for a period of 5 years, w.e.f. 10^th May, 2025 till 10^th May, 2030 subject to
approval of the shareholders in the ensuing Annual General Meeting of the Company.

The Board has also appointed Mr. Bijay Bhagat (DIN: 11193298), as a Non-Executive Director of the
Company w.e.f. 15^th July, 2025 subject to approval of the shareholders in the ensuing Annual General
Meeting of the Company.

Appropriate resolutions seeking the re-appointment of directors and requisite details as per Section 102
of the Companies Act, 2013 is appearing in the Notice convening the ensuing Annual General Meeting
of the Company. The Board recommends the same for your approval.

Mr. Dibbyendu Jana has resigned from the Board of the Company w.e.f. 10^th May, 2025.

Mr. Hanumanmal Bengani has also resigned from the post of the Managing Director of the Company
w.e.f. 15^th July, 2025.

Mr. Kartik Sarkar has also resigned from the Board of the Company w.e.f. 15^th July, 2025.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors duly met 4 times during financial year 2024-25. The date on which meetings were
held are as follows: 29^th May,2024; 12^th August 2024; 11^th November, 2024; and 13^th February, 2025.

AUDIT COMMITTEE

The Composition and terms of reference of the Audit Committee has been furnished in the Corporate
Governance Report forming part of this Annual Report. There has been no instance where the Board has
not accepted the recommendations of the Audit Committee.

INDEPENDENT DIRECTOR''S DECLARATION

The Company has received necessary declaration from each Independent Director under Section 149(7)
of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6)

of the Companies Act, 2013 and Regulation 16(1)(b) and the Regulation 25 of the SEBI (LODR)
Regulations, 2015. The declarations were noted by the Board at its meeting held on 30 May, 2025. The
Independent Directors of your Company have confirmed that they are independent of management and
are not aware of any circumstance or situation, which could impair or impact their ability to discharge
duties with an objective independent judgement and without any external influence. They have also
confirmed that they are not debarred to hold the office of Independent Director pursuant to any order
of SEBI or any other authority. Necessary confirmations were also taken from the afore-mentioned
Independent Directors in compliance with Rule 6 Sub Rule 3 of the Companies (Appointment and
Qualification of Directors) Amendment Rules, 2014 as amended thereto.

ANNUAL EVALUATION OF BOARD''S PERFORMANCE

The Company has devised a formal process for annual evaluation of performance of the Board, its
Committees and Individual Directors ("Performance Evaluation") which include criteria for performance
evaluation of non-executive directors and executive directors as laid down by the Nomination and
Remuneration Committee and the Board of Directors of the Company.

The evaluation of the Board, its Chairman, individual directors, and Committees of the Board was
undertaken in compliance with the provisions of Section 134(3)(p) of the Companies Act, 2013 read with
SEBI (LODR), Regulations 2015.

According to Regulation 25(3) of SEBI (LODR) Regulations, 2015 and Schedule IV of the Companies Act,
2013, a meeting of the Independent Directors was held on 20^th December, 2024, to review the
performance of the Non- Independent Directors, Chairman and the Board as a whole.

In the Board meeting held dated, 30^th May, 2025, the performance of the Board, its committees and
individual Directors was also discussed. Performance evaluation of Independent Directors was done by
the entire Board, excluding the Independent Director being evaluated.

LISTING OF SHARES

Your Company is listed with Delhi Stock Exchange and Bombay Stock Exchange. The Company is regular
to pay the listing fees.

SUBSIDIARY/ASSOCIATES/JOINT VENTURE COMPANIES

The Company does not have any subsidiary/associate/joint venture company for the year ended
31^st March, 2025.

STATUTORY AUDITORS

The Statutory Auditors of the Company M/s Manish Mahavir & Co., Chartered Accountants (Firm
Registration No. 324355E) was appointed in the 32^nd Annual General Meeting (AGM) held on 29^th
September, 2023 for a term of five consecutive years from the conclusion of the 32^nd Annual General
Meeting till the conclusion of the 37^th Annual General Meeting as per the provisions of Section 139 of
the Companies Act.

The observations of the Auditors as referred to in the Auditor''s Report are suitably explained in the
notes to the account.

SECRETARIAL AUDITOR

The Board of Directors of the Company had appointed M/s. M R & Associates, a firm of Company
Secretaries pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 for undertaking the secretarial
audit of the company for the financial year ended 2024-25. The Secretarial Audit Report in Form MR-3
given by the Secretarial Auditor is given in Annexure I which forms a part of this report.

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in accordance with the relevant
accounting principles and complies with the accounting standards issued by the Institute of Chartered
Accountants of India.

CORPORATE GOVERNANCE

In accordance with the SEBI (LODR) Regulation, 2015, the Corporate Governance Report and Auditor''s
Certificate regarding compliance of conditions of Corporate Governance is annexed hereto.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company is committed to provide and promote safe, healthy, and congenial atmosphere
irrespective of gender, caste, creed, or social class of the employees. No cases have been filed under the
Act as the Company is keeping the working environment healthy.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2 0 1 3, the Board of Directors of the Company hereby
state and confirm that

I. In the preparation of the annual accounts for the year ended March 31, 2025, the applicable
accounting standards have been followed along with proper explanation relating to material
departures.

II. The directors have selected such accounting policies and applied then consistently and made
judgments and estimates that are reasonable and prudent, to give a true and fair view of the state of
affairs of the Company at the end of the financial year 31st March, 2025 and of the Profit of the
Company for the year ended on that date.

III. The directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of those Acts for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.

V. The annual accounts have prepared on a going concern basis.

V. The Directors have laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and are operating effectively; and

VI. The Directors have devised proper systems to ensure compliance with the provisions of all

applicable Laws and that such systems are adequate and operating effectively.

PUBLIC DEPOSITS

During the year, your Company has not accepted any deposits from the public within the meaning of
Section 73 of the Companies Act, 2013 and the rule made there under.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans, guarantees or made any investments exceeding sixty per cent of
its paid-up share capital, and free reserves including Securities Premium Account or one hundred per
cent of its free reserves including securities premium Account, which is more, as prescribed in Section
186 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year to which this financial statement relates and the date of this
report.

RELATED PARTY TRANSACTIONS

During the financial year ended 31st March, 2025, the Company has not entered in to any transactions
with the related party in accordance with section 188 of the Companies Act, 2013. Therefore, the
requirement of disclosure is not required to be made to the related party transaction in Form AOC-2.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration exceeding the limits
prescribed under section 134 of the Companies Act, 2013.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements.
During the year under review, such controls were tested and no reportable material weakness in the
design or operation was observed.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND
OUTGO

As required under Section 134(3) (m) of the Companies Act, 2013, read with rules made there under,
the information relating Conservation of Energy Technology Absorption and Foreign Exchange Earning
& Outgo is given in Annexure II. This forms a part of this Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS. COURTS AND
TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the
going concern status and Company''s operations in future.

MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION
(1) OF SECTION 148 OF THE COMPANIES ACT, 2013.

The Company is not required to maintain any cost records as specified by the Central Government
under sub-section (1) of section 148 of Companies Act, 2013.

ACKNOWLEDGEMENT

Your directors would like to place on record their appreciation for the assistance, co-operation and
whole-hearted support received from Company''s bankers, advisors, customers, and investors and all,
whose continued support has been a source of strength to the Company. Your directors place on
records their appreciation for the valuable contribution made by employees at all levels.

On behalf of the Board
Arpan Singha Roy

Place: Delhi Managing Director

Date : July 15, 2025 DIN: 10983936

---

Mar 31, 2024

Your Directors are pleased to present the 33rd Annual Report covering the operational and financial
performance of your Company along with the Audited Financial Statements for the financial year ended
March 31, 2024.

FINANCIAL RESULTS

The Financial Results for the year under review are given below:

(Rs. In Lacs)

Particulars	Year ended 31.03.2024	Year ended 31.03.2023
Total Income	18.74	14.91
Profit before tax	6.52	5.04
Less : Provision for Taxation
Current Tax	1.38	1.29
Deferred Tax	0.99	-
Profit after tax	4.35	3.41

PERFORMANCE

The Total Income for the financial year under review is Rs. 18.74 Lacs against Rs. 14.91 Lacs in previous
year. During the year, the Company has earned Profit after Tax of Rs.4.35 Lacs in comparison to the
previous year Loss after Tax of Rs. 3.41 Lacs. The directors are hopeful for better performance in the
ensuing years.

STATE OF THE COMPANY''S AFFAIRS

The Company is engaged in the business of Trading of Coal. There has been no Change in the nature of
the business of the Company during the financial year ended on 31st March, 2024.

DIVIDEND

In order to strengthen the financial position of the company the Board of Directors have decided not to
recommend any dividend for the Financial Year ended 31^stMarch, 2024 and plough back the profits of
the company in its business.

TRANSFER TO RESERVE

The company does not propose to transfer any amount to reserve.

WEBSITE OF THE COMPANY

The Company maintains a website www.paQariaenerav.com

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the articles of the Company and the provisions of the Companies Act, 2013,
Mr. Kartik Sarkar, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible,
offer himself for re-appointment on the Board of your Company. Your Directors recommend his re¬
appointment.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors duly met 5 times during financial year 2023-24. The date on which meetings were
held are as follows: 29^th May,2023; 14^th August 2023 ; 01^st September, 2023; 14^th November, 2023 and
13^th February, 2024.

AUDIT COMMITTEE

The Composition and terms of reference of the Audit Committee has been furnished in the Corporate
Governance Report forming part of this Annual Report. There has been no instance where the Board has
not accepted the recommendations of the Audit Committee.

INDEPENDENT DIRECTOR''S DECLARATION

The Company has received necessary declaration from all Independent Directors in accordance with
section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down in
section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015.

ANNUAL EVALUATION OF BOARD''S PERFORMANCE

According to Regulation 25 of SEBI (Listing Obligation and Disclosures Requirement) Regulations, 2015
and Schedule IV of the companies Act, 2013 a meeting of the Independent Directors is required to be
held to review the performance of the Non- Independent Directors and the Board as a whole. Accordingly
a separate meeting of Independent Directors was held on 22^ndDecember, 2023 wherein the performance
of the Non-Executive Directors and the Boards as a whole was evaluated.

LISTING OF SHARES

Your Company is listed with Delhi Stock Exchange and Bombay Stock Exchange. The Company is regular
to pay the listing fees.

SUBSIDIARY/ASSOCIATES/JOINT VENTURE COMPANIES

The Company does not have any subsidiary/associate/joint venture company for the year ended
31^st March, 2024.

STATUTORY AUDITORS

The Statutory Auditors of the Company M/s Manish Mahavir & Co., Chartered Accountants (Firm
Registration No. 324355E) was appointed in the 32^nd Annual General Meeting (AGM) held on 29^th
September, 2023 for a term of five consecutive years from the conclusion of the 32^nd Annual General
Meeting till the conclusion of the 37^th Annual General Meeting as per the provisions of Section 139 of
the Companies Act.

The observations of the Auditors as referred to in the Auditor''s Report are suitably explained in the
notes to the account.

SECRETARIAL AUDITOR

The Board of Directors of the Company had appointed M/s. M R & Associates, a firm of Company
Secretaries pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 for undertaking the secretarial
audit of the company for the financial year ended 2023-24. The Secretarial Audit Report in Form MR-3
given by the Secretarial Auditor is given in Annexure I which forms a part of this report.

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in accordance with the relevant
accounting principles and also complies with the accounting standards issued by the Institute of
Chartered Accountants of India.

CORPORATE GOVERNANCE

In accordance with the SEBI (LODR) Regulation, 2015, the Corporate Governance Report and Auditor''s
Certificate regarding compliance of conditions of Corporate Governance is annexed hereto.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company is committed to provide and promote safe, healthy and congenial atmosphere
irrespective of gender, caste, creed or social class of the employees. No cases have been filed under the
Act as the Company is keeping the working environment healthy.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2 0 1 3, the Board of Directors of the Company hereby
state and confirm that

I. In the preparation of the annual accounts for the year ended March 31, 2024, the applicable
accounting standards have been followed along with proper explanation relating to material
departures.

II. The directors have selected such accounting policies and applied then 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 31st March, 2024 and of the Profit of the
Company for the year ended on that date.

III. The directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of those Acts for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.

V. The annual accounts have prepared on a going concern basis.

V. The Directors have laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and are operating effectively ;and

VI. The Directors have devised proper systems to ensure compliance with the provisions of all

applicable Laws and that such systems are adequate and operating effectively.

PUBLIC DEPOSITS

During the year, your Company has not accepted any deposits from the public within the meaning of
Section 73 of the Companies Act, 2013 and the rule made there under.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans, guarantees or made any investments exceeding sixty per cent of
its paid up share capital, and free reserves including Securities Premium Account or one hundred per
cent of its free reserves including securities premium Account, which is more, as prescribed in Section
186 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year to which this financial statement relates and the date of this
report.

RELATED PARTY TRANSACTIONS

During the financial year ended 31st March, 2024, the Company has not entered in to any transactions
with the related party in accordance with section 188 of the Companies Act, 2013. Therefore, the
requirement of disclosure is not required to be made to the related party transaction in Form AOC-2.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration exceeding the limits
prescribed under section 134 of the Companies Act, 2013.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements.
During the year under review, such controls were tested and no reportable material weakness in the
design or operation was observed.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND
OUTGO

As required under Section 134(3) (m) of the Companies Act, 2013, read with rules made there under,
the information relating Conservation of Energy Technology Absorption and Foreign Exchange Earning
& Outgo is given in Annexure II. This forms a part of this Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS. COURTS AND
TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the
going concern status and Company''s operations in future.

MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION
(1) OF SECTION 148 OF THE COMPANIES ACT, 2013.

The Company is not required to maintain any cost records as specified by the Central Government
under sub-section (1) of section 148 of Companies Act, 2013.

ACKNOWLEDGEMENT

Your Directors would like to place on record their appreciation for the assistance, co-operation and
whole-hearted support received from Company''s bankers, advisors, customers and investors and all,
whose continued support has been a source of strength to the Company. Your Directors place on
record their appreciation for the valuable contribution made by employees at all levels.

On behalf of the Board

Dibbyendu Jana Hanumanmal Bengani

Place: Delhi Director Managing Director

Date : May 29, 2024 DIN: 08898353 DIN: 08425643

---

Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 23rd Annual Report together with the Audited Statements of Accounts and the Auditors Report of your Company for the financial year ending 31st March 2014.

FINANCIAL HIGHLIGHTS:

The Financial Highlights for the year under review are given below: (Rs. In Lacs) Year ended Year ended Particulars 31.03.2014 31.03.2013

Total Income 161.87 151.02

Profit before tax 1.09 1.50

Less : Provision for Taxation 1.02 1.32

Profit after tax 0.07 0.18

Add: Balance in P&L Account B/F 7.81 7.63

Balance carried to Balance Sheet 7.88 7.81

DIVIDEND:

In order to strengthen the financial position of the company the Board of Directors have decided not to recommend any dividend for the Financial Year ended

31st March, 2014 and plough back the profits of the company in its business.

PERFORMANCE:

The total income for the financial year under review is Rs. 161.87 Lacs against Rs. 151.02 Lacs in previous year. During the year, the Company has earned Profit after Tax of Rs.0.07 Lacs in comparison to the previous year Profit after Tax of Rs. 0.18 Lacs. The directors are hopeful for better performance in the ensuing years.

DIRECTORS:

In accordance with the articles of the Company and the provisions of the Companies Act, 1956, Mr. Manash Bose will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment on the Board of your Company. Your Directors recommend his reappointment.

LISTING OF SHARES:

Equity Shares of the Company are listed at Delhi Stock Exchange and Bombay Stock Exchange. Listing fees has already been paid in pursuant to Clause 38 of Listing Agreements.

AUDITORS & AUDITORS OBSERVATION:

M/s. H.R. AGARWAL & ASSOCIATES has confirmed that appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013.

The observations of the Auditors as referred to in the Auditor''s Report are suitably explained in the notes to the account.

COMPLIANCE CERTIFICATE:

Pursuant to the provisions of section 383A of the Companies Act, 1956, a Secretarial Compliance Certificate have been obtained by the Board of Directors for the Financial year 2013-14 from the Practicing Company Secretaries, certifying that the Company has duly complied with all the applicable provision of the Companies Act, 1956.

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in accordance with the relevant accounting principles and also complies with the accounting standards issued by the Institute of Chartered Accountants of India.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Auditor''s Certificate regarding compliance of conditions of Corporate Governance is annexed hereto.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2 013, the Board of Directors of the Company hereby state and confirm that

I. In preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

II. The accounting policies have been selected and applied consistently and the judgments and estimates made, 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 financial year 31st March, 2014 and of the Statement o f Profit & Loss of the Company for that period.

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The annual accounts have been prepared on a going concern basis.

PUBLIC DEPOSITS:

During the year, your Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the rule made there under.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under section 134 of the Companies Act, 2013.

SHIFTING OF REGISTERED OFFICE:

W.e.f 30th May,2013 the Registered office of the Company is shifted to 9/18, Bazar Gali, Vishwas Nagar, Shahdara Delhi - 110032 from B-2/M4, M Block, Gupta Plaza, Commercial Complex, Vikas Puri, New Delhi-110018 for better accommodation, administration and Business Development.

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

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report.

ACKNOWLEDGEMENT:

Your Directors would like to place on record their appreciation for the assistance, co-operation and whole-hearted support received from Company''s bankers, advisors, customers and investors and all, whose continued support has been a source of strength to the Company. Your Directors place on record their appreciation for the valuable contribution made by employees at all levels.

On behalf of the Board of Directors

Place: New Delhi Rajesh Kumar Pagaria Date :14th August, 2014 (Managing Director)

---

Mar 31, 2013

The Directors have pleasure in presenting the 22nd Annual Report together with the Audited Statements of Accounts and the Auditors Report of your Company for the financial year ending 31st March 2013.

FINANCIAL HIGHLIGHTS::-

The Financial Highlights for the year under review are given below:

(Rs. In lacs)

Year ended Year ended Particulars 31.03.2013 31.03.2012

Total Income 151.02 184.60

Profit before tax 1.50 1.28

Less : Provision for Taxation 1.32 0.40

Profit/fLoss) after tax 0.18 0.88

Add: Balance in P&L Account B/F 7.63 6.76

Balance carried to Balance Sheet 7.81 7.64

DIVIDEND::-

The Company has not declared any dividend during the year in order to maintain the liquidity of funds for the expansion of the business (Previous year - Nil Dividend).

PERFORMANCE::-

The total income for the financial year under review is Rs. 151.02 lacs against Rs. 184.60 lacs in previous year. During the year, the Company has earned Profit After Tax of Rs.0.18 lacs in comparison to the previous year Profit After Tax of Rs. 0.88 lacs. The directors are hopeful for better performance in the ensuing years.

DIRECTORS::-

In accordance with the articles of the Company and the provisions of the Companies Act, 1956, Mr. Jaydeb Mondal will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment on the Board of your Company. Your Directors recommend his reappointment.

LISTING OF SHARES::-

Equity Shares of the Company are listed at Delhi Stock Exchange and Bombay Stock Exchange. Listing fees has already been paid in pursuant to Clause 38 of Listing Agreements.

AUDITORS & AUDITORS OBSERVATION::-

M/s S.R Ghedia & Associates, Chartered Accountants, Mumbai the auditors of the Company who hold office until the conclusion of the forthcoming Annual General Meeting, have expressed their inability to continue as auditor, hence did not offer themselves for reappointment.

One of the shareholder has proposed the name of M/s. H. R. AGARWAL & ASSOCIATES, Chartered Accountants, to be appointed in their place. M/s. H.R. AGARWAL & ASSOCIATES has confirmed that appointment, if made, would be within the prescribed limits under Section 224 (IB) of the Companies Act, 1956.

The observations of the Auditors as referred to in the Auditor''s Report are suitably explained in the notes to the account.

COMPLIANCE CERTIFICATE::-

Pursuant to the provisions of section 383A of the Companies Act, 1956, a Secretarial Compliance Certificate have been obtained by the Board of Directors for the Financial year 2012-13 from the Practising Company Secretaries, certifying that the Company has duly complied with all the applicable provision of the Companies Act, 1956.

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in accordance with the relevant accounting principles and also complies with the accounting standards issued by the Institute of Chartered Accountants of India.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Auditor''s Certificate regarding compliance of conditions of Corporate Governance is annexed hereto.

DIRECTORS'' RESPONSIBILITY STATEMENT::-

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that

I. In preparation of annual accounts, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures.

II. The accounting policies have been selected and applied consistently and the judgments and estimates made, 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 financial year 31st March, 2013 and of the Statement of Profit & Loss of the Company for that period.

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The annual accounts have been prepared on a going concern basis.

PUBLIC DEPOSITS::-

During the year, your Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and the rule made there under.

PARTICULARS OF EMPLOYEES::-

None of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under section 217(2A ) of the Companies Act,1956 read with the Companies ( Particulars of employees) Rules 1975.

SHIFTING OF REGISTERED OFFICE::-

W.e.f 30th May,2013 the Registered office of the Company is shifted to 9/18, Bazar Gali, Vishwas Nagar, Shahdara Delhi - 110032 from B-2/M4, M Block, Gupta Plaza, Commercial Complex, Vikas Puri, NewDelhi-110018 for better accommodation, administration and Business Development.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO::-

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with Companies (Disclosure of particulars in the Report of Board of Directors] Rules, 1988 is annexed to this report.

ACKNOWLEDGEMENT::-

Your Directors would like to place on record their appreciation for the assistance, co-operation and whole-hearted support received from Company''s bankers, advisors, customers and investors and all, whose continued support has been a source of strength to the Company. Your Directors place on record their appreciation for the valuable contribution made by employees at all levels.

On behalf of the Board of Directors

Place : New Delhi Rajesh Kumar Pagaria

Date : 30th May, 2013 (Managing Director)

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Mar 31, 2010

The Directors have Pleasure in presenting the 19th Annual Report together with the Audited Statements of Accounts find the Auditors Report of your Company for the financial year ending 31st March 2010.

The Financial Highlights for the year under review are given below:

(Rs. in lacs)

Year ended Year ended Particulars 31,03,2010 31.03.2009

Total Income 1699.24 25.01

Total profit after interest but before depreciation 2.13 2.17

Depreciation 1.06 1.21Pn>fi|/tLMs) before lax 1.07 0.96

Less: Provision, for taxation 0.56 0.66

Less: Income lav for carlier years 0,10 0.00

Add: Excess Provision of Income Tax reversed 0.00 0.07

Profit/(Loss) after tax 0.41 0.37

Add: Balance in P&L Account B/F 18.37 17.71

Add : Deferred tax liability of previous years 0.07 0.29 reversed back

Balance carried to Balance Sheet 18.85 18,37



Performance

The total income for the financial year under review is Rs.1690.24 lacs against Rs.25.01 lacs in previous year. During the year the Company has earned Profit After Tax of Rs. 0.4 L lacs in comparison to the previous year Profit After Tax of Rs. 0.37 lacs. The directors are hopeful for better performance in the ensuing years,

Dividend

The Company has not declared any dividend during the year in order to maintain the liquidity of funds for the expansion of the business.

Directors

In accordance with the Articles of the Company and the provisions of the Companies Act 1956, Mr. Ashok Kumar Gadiya will be retire by relation at the ensuing Annual Genera! Meeting and being eligible, offer himself for reappointment on the Board of your Companies on 07/07/2010 Mr. Manoj Parashar. Mr. Pankaj Gaulam and Mr. Radha Kishan Gadiya have resigned from the Board of the Company. The Board places on record its gratitude for the services rendered by Mr. Manoj Parashar. Mr. Pankaj Gautam and Mr. Radha Kishan Gadiya during their renure as directors of the Company.

Mr. Ranjit Singh Pagaria, Mr. Rajesh Kumar Pagaria. Mr. Jaydeb Mondal and Mr. Manash Host were appointed as Additional Directors with effect from June 07. 2010 and hold office npto this Annual General Meeting of the Company. The Company has received notice from them pursuant to Section 257 of the Companies Act. 1956, signifying their intension to propose the candidature of Mr. Ranjit Singh Pagaria, Mr. Rajesli Kumar Pagaria, Mr. Jaydeb Mondal and Mr. Manash Bose for (he office of director.

The Board has appointed Mr. Rajesh Kumar Pagaria as Managing Director of the: Company for the period of three years with effect from 07/06/2010 subject to approval of the members of the Company. He bus vide experience in Mining, Infrastructure & Power industry.

The brief resume / details relating to directors who are to be appointed / re-appoitttcd are furnished in thexplanatory statement to the Notice of the ensuing Annual General Meeting.

Change in Management

On March 23. 2010 the erstwhile promoters of Women Networks Limited signed Share Purchase Agreement with Mr. Rajesh Kumar Pagaria and M/s Sri Anand Vinayak Coalfields Limited for sale of 3,36,500 Equity Shanes. In order to get substantial slake in the Company, Mr. Rajesh Kumar Pagaria and M/s Sri Anand Vinnyak Coalfields Limited subscribed to 13,34,870 Equity Shares on Preferential basis alongwith making open offer to the Shareholders of the Company as per SEBl (Issue of Capital and Disclosure Requirements) Regulations. 2009.

The takeover was completed on June 12. 2010 as per the Certificate issued by D& A Financial Services (PLimited. Manager to the open offer.

Change in Name and Business Object

As per the Posial Ballot results declared on 28/04/2010 about the change in name of me Company to PAGARIA ENERGY LIMITED", the fresh Certificate of Incorporation consequent on Change of Name along with consent Tor alteration. in object clause has been received from Kegislrjirs of Companies, NCT, Delhi & Haryana, New Delhi on 07/07/2010.

With effect from 07/07/2010, the new management has started the new business activities in the field of Power, Mining and Infrastrcturre.

Listing

Equity Shares of the Company are listed at Delhi Stock Exchange and Bombay Stock Exchange. Listing fees has alrady been paid in pursuant to Clause 38 of Listing Agreements.

During the year under review, the Company has allotted 13,34,870 Equity Shares to Mr. Rajesh Kumar Pagaria and M/s Sri Anand Vinayak Coalfields Limited @ Rs.21.50 per share on 26/05/2010. The Company is yet to make application to Delhi stock Exchange and Bombay Stock Exchange- for listing ofl3,34.870 Equity Shares.

Directors Responsibility Statement

Pursuant to Section 217 {2AA) of the Companies Act, 1956: the Board of Directors of the Company hereby slate and confirm that

i) In preparation of annual accounts. the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures.

ii) Tho accounting policies have been selected and applied consistently and the judgements and esdmales made, are reasunable and prudent. so as to give a true and fair view of the state of affaire of the Company at the end of financial year 31" March,2010 and of the Profit & Loss account of the Company for that period.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 1956. for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The annual accounts have been prepared on a going concern basis,

Corporate Governance and Management Discussion & Analysis

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report, Corporate Governance Report and Auditors: Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.

Auditors & Auditors Observation

At 18th Annual General Meeting of the Company held on 30/09/2009., M/s. Ramesh Somani & Co.. Chartered Accountants, Ghaziabad. were re-appointed as Statutory Auditors of the Company to hold office as such until the conclusion of the ensuing Annual General Meeting of the Company. M/s Ramesh Somani & Co., Chartered Accountants. Ghaziabad now expressed their unwillingness to be re-appointed as such Statutory Auditors of the Company. It is therefore proposed to appoint in their place M/s S.R Ghedia & Associates. Chartered Accountants. Mumbai as Statutory Auditors of the Company as stated in the relevant resolution on the terms set out therein.

M/s S.R.Ghedia & Associates. Chartered Accountant Mumbai who have given their eligibility and willingnesss to act as Statutory Auditors of the Company. It is in the above circumstances that the resolution in this item of the Notice is proposed to be passed and is recommended for your accepence.

The observations of the Auditors as referred to in the Auditors Report are suitably explained in the notes to the account.

Public Deposits

During the year, your Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and the rule made there under.

Particulars of Employees

During the previous year. there was no employee receiving remuneration more than the Limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees} Rules. 1975.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Companys operations are not power intensive. Nevertheless your Company has introduced various measures to conserve and minimize the use of energy.

No technology has been imported during the previous year. Indigenous technology available is continuously been upgraded to improve overall performances.

Foreign Exchange Earning : Nil

Foreign Exchange Outgo : Nil

Acknowledgement

Your Directors would like to place on record their appreciation for the assistance co-operation and whole-hearted Support received from Companys bankers, advisors, customers and investors and all, whose cominued support has been a source of strength to the Company. Your Directors place on record their appreciation for the valuable contribution made by employees at all levels.

On Behalf of the Board of Directors For PAGARIA ENERGY LIMITED Sd/-

Date : 21/08/2010 Rajesh Kumar Pagaria

Place ; Delhi Managing Director