Your Directors take pleasure in presenting the 30th Annual Report on the business and operations of your Companyalong with the standalone and consolidated financial statements for the financial year ended on March 31, 2025.
Your Company's financial performance for the year under review is summarized below: C in Lakhs)
Standalone
Consolidated
Particulars
Year endedMarch 31,2025
Year endedMarch 31,2024
Revenue from operations
1,149.71
953.72
3,276.21
3,000.91
Other income
56.96
60.11
178.74
172.80
Total income
1,206.67
1,013.83
3,454.95
3,173.71
Total expenses other than depreciation & amortisation andfinance costs
947.85
801.25
1,665.17
1,378.30
Profit / (Loss) before depreciation & amortisation, financecosts, tax and exceptional items
258.82
212.58
1,789.78
1,795.41
Depreciation & amortisation
260.44
262.35
1,026.29
1,028.07
Profit / (Loss) before finance costs, exceptional items and tax
(1.62)
(49.77)
763.49
767.34
Finance costs
145.86
142.58
964.30
989.90
Profit / (Loss) before exceptional items and tax
(147.48)
(192.35)
(200.81)
(222.56)
Exceptional items
(5,742.51)
-
(7,614.60)
Profit / (Loss) before tax for the year
(5,889.99)
(7,815.41)
Tax expenses
1,220.09
(15.35)
1,910.96
(5.75)
Profit / (Loss) after tax for the year
(7,110.08)
(177.00)
(9,726.37)
(216.81)
Non-controlling interest in the losses of subsidiary companies
Other comprehensive income (net of tax)
8.58
(2.17)
3.57
(3.43)
Total comprehensive income for the year (comprising of profit/(loss) and other comprehensive income)
(7,101.50)
(179.17)
(9,722.80)
(220.24)
Earnings per equity share of ' 10/- each (basic & diluted)
(14.97)
(0.37)
(20.48)
(0.46)
The paid-up equity share capital as at March 31, 2025 stood at '47.50 Crore. During the financial year under review,there has been no change in the capital structure of the Company.
The Company did not transfer any amount to any reserve during the year under reviewDIVIDEND
The Board of Directors of your Company did not recommend any dividend for the financial year under review.STATE OF COMPANY'S AFFAIRS
The Company is primarily engaged in power generation, infrastructure development such as construction of bridges,hydro projects including operation and maintenance thereof, supply of materials etc. Financial position of the
Company is given in the previous paragraphs. Detailed information on the operation of different business segmentsof the Company, future expectations and business environment is provided in the Management Discussion andAnalysis Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "LODR Regulations"), isannexed herewith and marked as Annexure "A".
CORPORATE GOVERNANCE
As required under the LODR Regulations, the Report on Corporate Governance, Declaration of Whole-time Directoron Code of Conduct, CEO / CFO Certification and Auditors Certificate on compliance of conditions of CorporateGovernance are annexed herewith and marked as Annexure "B", "C", "D" and "E" respectively.
SUBSIDIARIES AND ASSOCIATE
As on March 31, 2025, the Company has 5 subsidiaries and 1 associate. There has been no material change in thenature of business of the subsidiaries.
The Company has also formulated a Policy for Determining 'Material' Subsidiaries in line with the requirement ofthe LODR Regulations. The said Policy may be accessed at http://www.edclgroup.com/pdf/Policy-for-Determining-Material-Subsidiary.pdf .
Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient featuresof the financial statements of the subsidiaries and associate in Form AOC-1 is annexed herewith and marked asAnnexure "F".
Brief details of the subsidiaries are given below:
i) Ayyappa Hydro Power Limited (Wholly-owned & material non-listed subsidiary)
The Company is operating the 15 MW Karikkayam Hydro Electric Project, in the State of Kerala. During the yearunder review, revenue from operations of the Company stood at '1,656.77 Lakhs as compared to '1,621.68 Lakhsin previous year.
ii) EDCL Power Projects Limited (Wholly-owned & material non-listed subsidiary)
The Company is operating the 7 MW Ullunkal Hydro Electric Project, in the State of Kerala. During the yearunder review, revenue from operations of the Company stood at '469.72 Lakhs as compared to '425.51 Lakhs inprevious year.
Entire generation from the units of above mentioned subsidiaries was sold to the Kerala State Electricity Board(KSEB) under Long term Power Purchase Agreements (PPA).
Mr. Aman Jain (DIN: 08187995), Ms. Vandana (DIN : 10727940) (w.e.f. August 23, 2024) and Mr. Vishal Sharma(DIN: 08773037) (upto September 27, 2024), Independent Directors of the Company were also on the Board ofDirectors of above mentioned subsidiaries, during the financial year 2024-25, as Independent Directors.
iii) EDCL - Arunachal Hydro Project Private Limited (Wholly-owned subsidiary)
The Company is yet to undertake any project.
iv) Eastern Ramganga Valley Hydel Projects Company Private Limited
The Company was executing 6.5 MW Burthing Small Hydro Electric Project and 5.0 MW Phuliabagar SmallHydro Electric Project in the State of Uttarakhand. DPR for both projects have been approved.
v) Sarju Valley Hydel Projects Company Private Limited
The Company was executing 5.5 MW Balighat Small Hydro Electric Project in the State of Uttarakhand. DPR forthe project has been approved.
The Company has an associate namely, Arunachal Hydro Power Limited which was developing and executing varioushydro power projects through its several subsidiaries in the State of Arunachal Pradesh. The name of this companyhas since been striken-off from the Register of Companies by the Registrar of Companies, Shilong, for non-filing offinancial statements and annual return.
The audited financial statements of two subsidiaries of the Company namely Eastern Ramganga Valley Hydel ProjectsCompany Private Limited and Sarju Valley Hydel Projects Company Private Limited and one associate viz. ArunachalHydro power Limited have not been made available to the Company since the financial year ended on March 31,2023. Refer note 1 to the consolidated financial statements for further details in this respect.
The Audited Consolidated Financial Statements of the Company for the financial year ended on March 31, 2025 havebeen prepared with the applicable provisions of the Companies Act, 2013 and the Rules made thereunder and LODRRegulations read together with governing Indian Accounting Standard 110 "Consolidated Financial Statements" andIndian Accounting Standard 28 "Accountancy for Investments in Associates and Joint Ventures" and forms part ofAnnual Report.
The consolidated financial statements for the financial year ended on March 31, 2025 have been prepared withoutconsidering the financial results of two subsidiaries viz. Eastern Ramganga Valley Hydel Projects Company Pvt.Ltd. and Sarju Valley Hydel Projects Company Pvt. Ltd. and one associate namely Arunachal Hydro Power Ltd. dueto non-availability of information as the financial statements of these companies were not furnished to the holdingcompany. The balances as available from the audited financial statements for the financial year ended on March31, 2022 have therefore been carried forward for the purpose of consolidation. Please refer Note 1 of ConsolidatedFinancial Statements for further information regarding Eastern Ramganga Valley Hydel Projects Company PrivateLimited, Sarju Valley Hydel Projects Company Private Limited and Arunachal Hydro Power Limited.
Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company,consolidated financial statements along with relevant documents and separate audited accounts in respect of firstthree subsidiaries mentioned under the head 'Subsidiaries Financials ' are available on the website of the Company.
As on March 31, 2025, the Board of Directors comprised of 6 Non-executive Directors and a Whole-time ExecutiveDirector having experience in varied fields. Out of 6 Non-Executive Directors, 3 were Independent Directors. Detailedinformation on Directors is provided in the Report on Corporate Governance.
At present, there are following 3 Committees:
i) Audit Committee;
ii) Nomination and Remuneration Committee; and
iii) Stakeholders Relationship Committee
The Board has accepted all the recommendations of the Audit Committee. The details of composition, terms ofreference, meetings etc. of the Committees are given in the Report on Corporate Governance.
Number of Board meetings
The Board met 7 times during the financial year under review. Detailed information on Board meetings are providedin the Report on Corporate Governance.
As recommended by the Nomination and Remuneration Committee, the Board of Directors in its meeting held onApril 05, 2024 appointed Ms. Neha Purohit (DIN: 07956781) as an Additional Director in Independent Category,subject to approval of Shareholders at the General Meeting. However, Ms. Neha Purohit resigned from the Board ofDirectors with effect from June 18, 2024.
Subject to approval of the Members, the Board of Directors, on recommendation of the Nomination and RemunerationCommittee, in its meeting held on August 23, 2024 again appointed Ms. Neha Purohit (DIN : 07956781) as an AdditionalDirector in Independent Category with effect from that date and at the same meeting the Board has also appointed Mr.Prakash Chandra Gupta (DIN: 02995984) and Ms. Vandana (DIN : 10727940) as Additional Directors in IndependentCategory with effect from that date.
However, Ms. Neha Purohit has resigned again from the Board of Directors with effect from September 30, 2024.
Mr. Nitin Dutt Sharma (DIN: 09446669) has also been appointed as an Additional Director in Non-Executive Non¬Independent Category, with effect from August 23, 2024 subject to the approval of the Members of the Company inthe next General Meeting.
Mr. Vishal Sharma (DIN : 08773037) Independent Director had resigned from the Board of Directors with effect fromSeptember 27, 2024. The Board placed on record its sincere appreciation for the services rendered by him during histenure as Director of the Company.
As recommended by the Nomination and Remuneration Committee, the Board of Directors in its meeting held onAugust 31, 2024, has approved re-appointment of Mr. Satyendra Pal Singh (DIN : 01055370) as an Whole-time Directordesignated as Executive Director for a further period of three years effective from January 01, 2025, subject to approvalof the shareholders. The requisite approval of the shareholders has been obtained at the 29th Annual General Meetingheld on September 30, 2024.
The Shareholders, at the 29 th Annual General Meeting held on September 30, 2024, have also approved the appointmentof Ms. Vandana (DIN : 10727940) as an Independent Director effective from August 23, 2024 and Mr. Nitin DuttSharma (DIN: 09446669) as a Non-executive Non-Independent Director.
Further, the Shareholders have dissent the proposed resolutions for appointment of Mr. Prakash Chandra Gupta(DIN : 02995984) and Ms. Neha Purohit (DIN : 07956781) as Independent Directors w.e.f August 23, 2024.
Mrs. Pankaja Kumari Singh (DIN : 00199454), Director, retires by rotation and being eligible offers herself for re¬appointment.
As recommended by the Nomination and Remuneration Committee and considering the performance evaluation,the Board of Directors in their meeting held on May 28, 2025 re-appointed Mr. Aman Jain (DIN : 08187995), as anIndependent Director for the 2nd term effective from June 30, 2025 subject to approval of the Shareholders in theensuing Annual General Meeting.
The Board is of the opinion that the independent directors appointed during the year possess the requisite integrity,expertise and experience (including the proficiency).
The brief resume and other details relating to Directors due for re-appointment at the ensuing Annual General Meetingare provided in the Notice of Annual General Meeting. Your Board recommends their re-appointment.
For further details, kindly refer to the Report on Corporate Governance.
Nomination and Remuneration Policy
The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics,skills and experience for the Board as a whole and its individual members with the objective of having a Board withdiverse backgrounds and experience in business, governance, education and public service. The Company follows theNomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnelof the Company as approved by the Board of Directors and the said policy was amended from time to time. The saidPolicy may be accessed at http://www.edclgroup.com/pdf/Nomination-and-Remuneration-Policy.pdf.
The Board, on the recommendation of the Nomination and Remuneration Committee, appoints Director ofthe Company based on his eligibility, experience and qualifications and such appointment is approved by theShareholders of the Company. Generally, the Whole-time Director (Executive Director) is appointed for a period ofthree years. Independent Directors are appointed for a term of upto five consecutive years. Based on their eligibilityfor re-appointment, the outcome of their performance evaluation and the recommendation by the Nomination and
Remuneration Committee, the Independent Directors may be re-appointed by the Board for another term of fiveconsecutive years, subject to approval of the Shareholders of the Company. The Directors shall retire as per theapplicable provisions of the Companies Act, 2013 and the policy of the Company. While determining remunerationof the Directors, Key Managerial Personnel and Senior Management Personnel, the Nomination and RemunerationCommittee ensures that the level and composition of remuneration is reasonable and sufficient to attract, retain andmotivate them and ensure the quality required to run the Company successfully. The relationship of remunerationto performance is clear and meets appropriate performance benchmarks and such remuneration comprises a balancebetween fixed and incentive pay reflecting short and long term performance objectives appropriate to the working ofthe Company and its goals. The Company follows a compensation mix of fixed pay, benefits, allowances, perquisitesand performance linked incentives for its Executive Directors, Key Managerial Personnel and Senior ManagementPersonnel. The Company pays sitting fees to all Directors for attending Board and Committee meetings.
Declaration by Independent Directors
The Company has received declarations from all the Independent Directors confirming that they meet the criteria ofindependence, as prescribed under the Companies Act, 2013 and the LODR Regulations. All Independent Directorsalso confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipatedthat could impair or impact their ability to discharge their duties. The Board is also of the opinion that the IndependentDirectors fulfill all the conditions specified in the Companies Act, 2013 and the LODR Regulations and are independentof the management. The Board further is of the opinion that the Independent Directors possess requisite expertise,experience, integrity and proficiency in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).
Familiarisation Programme for Independent Directors
The details of Familiarisation Programme for Independent Directors has been given in the Report on CorporateGovernance.
Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and as prescribed by the LODR Regulations, as amendedfrom time to time, the Board of Directors carried out an annual evaluation of its own performance, Committees andindividual Directors of the Company. The Directors expressed their satisfaction with the evaluation process.
The Board evaluated its performance after considering the inputs received from all Directors based on the criteriasuch as composition and structure of the Board with diverse background & experience, flexible & effective boardprocedures, quality of timely information and effective functioning of the Board etc.
The Board evaluated performance of its Committees after considering the inputs received from all Committeemembers based on the criteria involving composition of the Committee with members having diverse experience,skill and effective functioning of the Committee etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directorson the basis of the criteria such as professional qualifications, prior experience, especially experience relevant to theCompany, commitment, contribution, integrity, independence and guidance / support to management etc. Similarly,Board evaluated the performance of the Chairperson based on the criteria of effective leadership, constructiverelationships and communications within the Board, addressing of the issues and concerns raised by the members ofthe Board etc.
The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Directorbeing evaluated. The performance evaluation of the Chairperson and the Non Independent Directors was carried outby the Independent Directors, who also reviewed the performance of the Board as a whole.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 with regard to the Directors'Responsibility Statement, your Board confirms that:
a) in the preparation of the annual accounts for the financial year ended on March 31, 2025, the applicable accounting
standards have been followed along with proper explanation relating to material departures, if any;
b) the Directors have selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Companyas at March 31, 2025 and of the loss of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems are adequate and operating effectively;
f) the Directors have laid down internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and operating effectively.
The following are the Key Managerial Personnel of the Company:
Whole-time Director: Mr. Satyendra Pal Singh - designated as 'Executive Director'.
Chief Financial Officer: Mr. Prabir Goswami.
Company Secretary: Ms. Sneha Naredi (with effect from November 15, 2024)
Ms. Vijayshree Binnani (upto September 03, 2024)
The provisions under Section 135 of the Companies Act, 2013 read with the Rules made thereunder are not applicableas the Company does not meet any of the criteria specified therein. Accordingly, Annual Report on Corporate SocialResponsibility activities is not required to be attached.
The Company has adequate internal financial control system commensurate with the size, scale and complexity of itsoperations. During the year, such controls were tested and no reportable material weakness in the design or operationwas observed.
The Company has formulated and implemented a Risk Management Policy (Risk Management Procedure) inconsultation with Senior Management to identify various kinds of risk in business and its process to minimize thesame. For details, please refer to Management Discussion and Analysis Report.
At present, the Company has not identified any element of risk which may threaten the existence of the Company.WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Company has a Whistle Blower Mechanism and a Policy namely, Whistle Blower Policy that lays down theprocess for raising concern about unethical behavior, actual or suspected fraud or violation of Company's Code ofConduct. The said Policy may be accessed at http://www.edclgroup.com/pdf/Whistle-Blower-Policy.pdf.
Your Company hereby affirms that no Director / employee have been denied access to the Chairman of the AuditCommittee and that no complaint was received during the year.
Particulars of loans, investments and guarantees have been disclosed in the financial statements, which forms anintegral part of this Report.
There were no material contacts or arrangements with related parties referred in Section 188 of the Companies Act,2013 read with the Rules made thereunder. Accordingly, AOC-2 is not required to be attached. All other related
party transactions entered into during the financial year were on arm's length basis and were in the ordinary courseof business and were placed before the Audit Committee and Board for their approval, as required. Prior omnibusapproval of the Audit Committee was obtained for the transactions which are of repetitive nature. The details oftransactions with related parties as per Ind AS - 24 are disclosed in the notes to accounts. The Company has developeda Policy on Related Party Transaction for the purpose of identification and monitoring of such transactions.
(i) Statutory Auditors
M/s. ALPS & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company, for a period of5 years, from the conclusion of the 27th Annual General Meeting held on September 30, 2022, till the conclusionof the 32nd Annual General Meeting due to be held in 2027.
The Company has received a certificate from M/s. ALPS & Co., Statutory Auditors confirming their eligibilityto continue as Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 2013and the Rules framed thereunder. They have also confirmed that they hold a valid certificate issued by the PeerReview Board of the ICAI as required under the provisions of Regulation 33 of the LODR Regulations.
M/s. ALPS & Co. has given the following adverse opinion in their reports dated May 28, 2025, on standalone andconsolidated financial statements of the Company for the financial year ended March 31, 2025 :
In respect of loans granted to wholly owned subsidiaries, the management is in the process of determinationof terms of repayment etc. and the same being granted as a matter of financial support to the wholly ownedsubsidiary companies, the outstanding amount has been considered good and recoverable. The investment inequity shares and preference shares of the wholly owned subsidiaries, being strategic in nature, no adjustment incarrying value has been considered necessary by the management. The management is in the process of recoveryof outstanding balances of trade receivables and loans and pending recovery thereof, the said amounts havebeen considered good for recovery. Reconciliation of outstanding balances with customers and / or suppliers isin progress and consequential impact, if any, will be given effect to as and when determinable. Remunerationpaid to one of the directors of the Company, pending approvals thereof, have been considered recoverable andthe same is considered good for recovery as on March 31, 2025.
Pursuant to the search conducted under section 132 of the Income Tax Act, 1961 by Income Tax Authorities inthe financial year 2020-21, the Company has received demand notices with respect to assessment years 2011-12to 2020-21, amounting to '18,817.47 Lakhs as income tax from the Income Tax Department. The demand hasbeen challenged through the appellate process enunciated in the Income Tax Act, 1961 on the grounds of it beingerroneous in facts and in law and the matter is pending as on date. Pursuant to the application made by theCompany, the demands have been stayed. Pending resolution of the matters, '1,235.03 Lakhs (including '153.30Lakhs recovered from the bank accounts of the Company) have been deposited till March 31, 2024. Additionally,two subsidiaries namely, EDCL Power Projects Ltd. and Ayyappa Hydro Power Ltd. have received assessmentorders for assessment of income tax for the years 2013-14 to 2021-22 and 2015-16 to 2020-21 and demand noticesaggregating to '4,285.09 Lakhs and '59.10 Lakhs respectively have been issued to the said subsidiary companies.Necessary appeals against these notices have been filed before the Commissioner of Income Tax (appeals) and thematter is pending as on date. As per the legal and professional advice received, the allegations and contentionsmade by the Income Tax Authorities are legally not tenable and no liability as such is expected to arise in respectof matters. Matters being pending in appeal, impact in this respect as such are not determinable.
Other observations and opinions of the Statutory Auditors in their report are self-explanatory in nature.
(ii) Cost Auditors
The Company is required to maintain cost records as specified by the Central Government under Section 148(1)of the Companies Act, 2013 and accordingly, such accounts and records are made and maintained.
The Board of Directors has re-appointed M/s. N. Radhakrishnan & Co., Cost Accountants of 11A, Dover Lane,Flat B1/34, Kolkata - 700 029 as the Cost Auditors of the Company to conduct Cost Audit for the financial year2025-26 at a remuneration of '50,000/- plus applicable taxes and reimbursement of out of pocket expenses, if any.In terms of Section 148 of the Companies Act, 2013, your Board recommends ratification of remuneration of theCost Auditors at the ensuing Annual General Meeting. The Cost Audit Report for the financial year 2023-24 hasbeen filed with the Ministry of Corporate Affairs.
(iii) Secretarial Auditor
The Board of Directors has appointed Ms. Sweety Sharma, Practicing Company Secretary to conduct thesecretarial audit of the Company for the financial year 2024-25.
The Secretarial Audit Report for the financial year ended on March 31, 2025 is annexed herewith and marked asAnnexure "G" and forms an integral part of this Annual Report.
With regard to remarks in her Report, the Board hereby clarifies that the delay in filing of forms and non-filing offorms were due to non-approval to file, financial and payment issues. The Board will arrange to complete filingof all pending forms. Other remarks are self-explanatory in nature.
The Secretarial Audit Report does not contain any other qualification, reservation or adverse remark or disclaimer.
The Board of Directors has also re-appointed Ms. Sweety Sharma, Practicing Company Secretary, as SecretarialAuditors of the Company for a period of 5 years from 2025-26, subject to approval of the shareholders. The Boardrecommends her re-appointment.
The Company has adopted Anti-Sexual Harassment Policy, covering all the aspects as contained under The SexualHarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has compliedwith the provisions relating to constitution of Internal Committee under The Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act, 2013.
There was no pending compliant as on 31st March 2024 and the Company has not received any complaints under thisPolicy during the year under review.
The Board of Directors of your Company confirms that during the year under review, the Company has compliedwith applicable provisions of the Maternity Benefit Act 1961.
The Company has generally complied with the Secretarial Standards on Meetings of the Board of Directors (SS-1)and General Meetings (SS-2) issued by The Institute of Company Secretaries of India and approved by the CentralGovernment.
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexedherewith and marked as Annexure "H".
The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2)and 5(3) of the Rules forms part of this Report. Further, the Report and the Accounts are being sent to the Membersexcluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspectionupon request by the Members. Any Member interested in obtaining such particulars may write to the CompanySecretary. The said information is available for inspection by the Members at the registered office of the Companyduring business hours on working days upto the date of the ensuing Annual General Meeting.
Particulars in respect of conservation of energy and technology absorption, foreign exchange earnings and outgo areannexed herewith and marked as Annexure "I".
In terms of the Companies Act, 2013, as amended, the Annual Return is available on the website of your Company atwww.edclgroup.com under the tab "Investor Information> Annual Reports" under the link at https://www.edclgroup.com/investor-information/annual-report/.
The Company has received demand notices under the provisions of the Income Tax Act, 1961, with respect toassessment years 2011-12 to 2020-21, amounting to ' 18,817.47 Lakhs as income tax from the Income Tax Department.The demand has been challenged through the appellate process enunciated in the Income Tax Act, 1961. Please referto the matter briefed in the Independent Auditors' Report of the Standalone Financial Statement under(f) of basis ofadverse opinion.
The Directors state that no disclosure or reporting is required in respect of the following items during the year underreview as:
1. No deposits covered under Chapter V of the Companies Act, 2013 were accepted;
2. No equity shares with differential rights as to dividend, voting or otherwise; or shares (including sweat equityshares) to employees of the Company under any scheme were issued;
3. No remuneration or commission to the Whole-time Director of the Company were paid from any of itssubsidiaries;
4. No significant and material orders were passed by any regulatory authority or court or tribunal impacting thegoing concern status and Company's operation in foreseeable future; Please refer to the matter briefed in fifthparagraph of "(i) Statutory Auditors" under "Auditors and Auditors' Report" mentioned herein above.
5. No material changes and commitments occurred affecting the financial position of the Company between theend of financial year and date of report;
6. No fraud has been reported by the Statutory Auditors, Cost Auditors and Secretarial Auditors to the AuditCommittee or the Board.
Your Directors express their sincere appreciation to the Central and State Governments, Banks, customers, vendorsand the Company's valued investors for their continued co-operation and support.
Your Directors also wish to acknowledge the support and valuable contributions made by the employees, at alllevels.
For and on behalf of the Boardfor Energy Development Company Limited
Sd/- Sd/-
Satyendra Pal Singh Nitin Dutt Sharma
Place : Koikata (Executive Director) (Director)
Dated: August 05,2025 (DIN: 01055370) (DIN: 09446669)