Your Directors are pleased to present the Forty Third Annual Report together
with the Audited Financial Statements for the year ended March 31, 2026.

1. FINANCIAL RESULTS:

The Company's standalone financial performance for the year ended March 31, 2026, is summarized below:

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS:

The Company has achieved Revenues from
Operations and Other Income of Rs. 33,030.79
Lakhs during the Financial Year ended March 31,
2026, an Increase of 10.27% over the previous year.
Profit before Taxes for the year have Increased by
12.02% and Profit after Taxes Increased by 9.43%
during the year.

The consolidated Income of the Company is Rs.
34,074.43 Lakhs in the current year as compared to
Rs. 31,706.60 Lakhs in the previous year, i.e. an
Increase of 7.47%. The consolidated Profit before
Taxes for the current year is Rs. 3,958.67 Lakhs as
compared to Rs. 3,486.37 Lakhs in the previous year,
i.e. an Increase of 13.55%. The consolidated Profit
after Taxes for the current year is Rs. 3,033.72 Lakhs
as compared to Rs. 2,717.37 Lakhs in the previous
year, i.e. an Increase of 11.64%.

The performance of the Company has improved
compared to the previous year, driven by the addition

of new customers, a diversified product mix, cost
optimization measures, and effective
management control.

Further, the Board has recently approved an
investment of up to Rs. 250 Crores for setting up a
Greenfield Manufacturing Facility at Butibori,
Nagpur aimed at catering to the rapidly growing
global demand for defense equipment arising
from evolving geopolitical dynamics (with a
particular focus on precision-engineered defense
components such as artillery shell casings that
require high-quality forging).

Europe's decision to materially enhance defense
spending, coupled with India's expanding
defense cooperation arrangements with
European nations, is expected to create sustained
export opportunities for Indian manufacturers. In
this context, India's emergence as a reliable,
cost-competitive, and strategically aligned

3. DIVIDEND:

The Directors have recommended a Final Dividend of 25%
i.e., Rs. 2.50 per Equity Share of Rs. 10/- each for the
Financial Year ended March 31,2026 at the Board Meeting
held on May 16, 2026.

The declaration of dividend is in accordance with the
Company's Dividend Distribution Policy which is available
on the Company's website and can be accessed at
https://www.pradeepmetals.com/policies/

4. TRANSFER TO RESERVES:

No amount has been transferred to the General Reserve.

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the
Company during the year under review.

6. MANAGEMENT'S DISCUSSION AND ANALYSIS
REPORT:

Management's Discussion and Analysis Report for the year
under review, in terms of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the "Listing Regulations") and SEBI
(Listing Obligations and Disclosure Requirements)
(Amendment) Regulations, 2018 (the "Amended Listing
Regulations"), forms part of this report.

7. SCHEME OF ARRANGEMENT:

The Board of Directors at their Meeting held on March 3,
2025, based on the recommendations of the Independent
Directors' Committee and Audit Committee, has considered
and approved a Scheme of Amalgamation of Nami Capital
Private Limited ("NCPL" or "Transferor Company") with
Pradeep Metals Limited ("PML" of "Transferee Company"
or "the Company") and their respective Shareholders ("the
Scheme") presented under Sections 230 to 232 read with
Section 66 and other relevant provisions of the Companies
Act, 2013 ("the Act") and the Rules framed thereunder.

The Transferor Company is engaged mainly in the business
of (i) trading in steel metals and (ii) trading and investing in
quoted and unquoted securities.

The Scheme is subject to receipt of approvals of
Shareholders and Creditors of the Companies involved and
approval of other regulatory authorities as may be required,

including those of the BSE Limited, Securities and
Exchange Board of India, the National Company Law
Tribunal, Mumbai Bench ("NCLT") and other
regulatory authorities, as applicable.

The Amalgamation of the Transferor Company with
the Transferee Company is sought to achieve
simplification of the group structure and better
utilization of resources of both the Companies.

There is no cash consideration involved in the scheme.
Based upon the Share Exchange Ratio Report, the
Fairness Opinion and the recommendations received
from the Independent Directors' Committee and the
Audit Committee, the Board has approved the Scheme
for the transfer and vesting of NCPL into the Company,
in consideration for which the Company will issue and
allot to the Shareholders of NCPL its Equity Shares of
the face value of Rs. 10 (Rupees Ten only) each,
credited as fully paid up in the Company, without any
further act or deed, due to operation of law and upon
this Scheme becoming effective.

Hon'ble NCLT has, vide order dated April 8, 2026,
dispensed with the requirement for convening the
Meeting of Unsecured Creditors of the Company. It
has ordered the Company to convene a Shareholders'
Meeting, which is being convened on Friday, June 12,
2026.

The Scheme of Amalgamation along with relevant
documents have been uploaded on the Company's
website at

https://www.pradeepmetals.com/scheme-of-amalg

amations/

8. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES:

The Company has one Wholly Owned Subsidiary,
namely Pradeep Metals Limited, Inc., Houston, USA
(WOS) and one Wholly Owned Step-Down
Subsidiary, namely Dimensional Machine Works LLC,
Houston, USA (SDS). The financials of both the
Subsidiaries are included in the Consolidated Financial
Statements which are prepared in accordance with the

relevant Accounting Standards issued by the Institute of
Chartered Accountants of India and forms part of this
Report.

The WOS is engaged in trading of the products
manufactured by the Company. The WOS is also
engaged in the agency business for marketing of the
products of the Company in the international market.
Apart from adding new business, this has helped the
Company to serve the customers falling in different time
zones with faster response and service.

The SDS has been engaged in manufacturing, trading and
warehousing of components for Engineering industry in
USA market.

The total income of the WOS and the SDS was Rs.
3,162.98 Lakhs (USD 3.559 Million) and Rs. 3,105.60
Lakhs (USD 3.495 Million) for the current year as
compared to Rs. 2,896.59 Lakhs (USD 3.423 Million)
and Rs. 3,371.84 Lakhs (USD 3.985 Million) for the
previous year, respectively. The combined profit before
Taxes of both the Subsidiaries amounted to Rs. 363.66
Lakhs (USD 0.409 Million) for the year as compared to
Rs. 461.88 Lakhs (USD 0.524 Million) in the previous
year.

During the year, the WOS has also earned the Agency
Commission income of Rs. 688.34 Lakhs (USD 0.778
Million) as compared to Rs. 593.61 Lakhs (USD 0.705
Million) during the previous year.

The Company doesn't have any Joint Venture or
Associate Company.

As required by the Companies (Accounts) Rules, 2014, a
report on performance and financial position of each of
the subsidiaries, included in the Consolidated Financial
Statements, is annexed to this Report as Annexure A
(Form No. AOC-1).

Material Subsidiaries:

Pursuant to amended Regulation 16(1)(c) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, "Material Subsidiary" means a Subsidiary whose
income or net worth exceeds ten percent of the
consolidated income or net worth, respectively, of the
Company and its Subsidiaries in the immediately
preceding accounting year.

The Board of Directors of the Company has approved a
Policy for determining material subsidiaries which is in line
with the Listing Regulations as amended from time to time.
The Policy has been uploaded on the Company's website
https://www.pradeepmetals.com/policies/.

Pradeep Metals Limited, Inc., Houston, USA, a Wholly
Owned Subsidiary and Dimension Machine Works LLC,
Wholly Owned Step-Down Subsidiary fall under the
definition of Material Subsidiaries as mentioned above.

9. DEPOSITS:

The Company has neither invited nor accepted any fixed
deposits from the public and hence, no amount of
principal or interest was outstanding in respect thereof on

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31,2026, the Company has Eight (8) Directors consisting of Four (4) Independent Directors
(of which one is Woman Director), One (1) Executive Director and Three (3) Non-Executive
Non-Independent Directors (of which one is Woman Director).

Re-appointment:

1. In accordance with the provisions of Section 152(6) of

the Companies Act, 2013 ('the Act'), Dr. Kewal Krishan
Nohria (DIN: 00060015), Non-Executive

Non-Independent Director, retires by rotation at the
ensuing Annual General Meeting (AGM) and being
eligible, has offered himself for re-appointment. Details of
his background are given in the Corporate Governance
Report, which forms part of this Annual Report.

2. The present term of Mr. Pradeep Goyal (DIN:
00008370) as the Chairman and Managing Director of
the Company is due to expire on December 16, 2026.
Considering his satisfactory performance and the
significant growth achieved by the Company under his
leadership, it is proposed to re-appoint him as the

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act, Mr. Pradeep Goyal, Chairman & Managing Director,

Ms. Kavita Choubisa Ojha, Chief Financial Officer and Mr. Abhishek Joshi, Company Secretary and
Compliance Officer are the Key Managerial Personnel of the Company as on the date of this Report.

13. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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 is annexed to this Report as Annexure B.

14. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 ('the Act'),
the Board of Directors, in respect of the year ended March 31,2026, hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have
been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the Financial Year and of the
profit and loss of the Company for that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

15. a) DECLARATION BY INDEPENDENT DIRECTORS:

• The Company has received declarations from all Independent Directors of the Company,
confirming that they meet the criteria of independence as laid down under Section 149(6)
of the Companies Act, 2013 and the Listing Regulations.

• In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are
not aware of any circumstance or situation which exists or may be reasonably anticipated
that could impair or impact their ability to discharge their duties as Independent Director.

• On the basis of declarations received from all Independent Directors and after undertaking
a due assessment of the veracity of the same, the Board of Directors has confirmed that they
meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI
Listing Regulations and that they are independent of the Management.

operations, business development, human resources
development, corporate communication, etc. as per the
structured questionnaire circulated the feedback
received from the Directors were then consolidated and
discussed at the Board Meeting held on May 16, 2026.
The Directors expressed their satisfaction with the
evaluation process and the performance.

18. CORPORATE GOVERNANCE AND VIGIL
MECHANISM:

A detailed Report on Corporate Governance, pursuant
to the requirements of Regulation 34(3) of the Listing
Regulations, forms an integral part of this Report. A
Certificate from the Auditors of the Company, M/s.
KKC & Associates LLP, Chartered Accountants,
confirming compliance with the conditions of Corporate
Governance as stipulated under Schedule V (E) of the
Listing Regulations, is annexed to this Report as
Annexure C.

The Business Responsibility Report, as required by
Regulation 34(2) of the Listing Regulations, is not
applicable to the Company for the Financial Year
ending March 31, 2026.

The Vigil Mechanism of the Company also incorporates
a Whistle Blower Policy in terms of the Listing
Regulations thereby establishing a vigil mechanism for
the Directors and permanent employees for reporting
genuine concerns, if any. Protected disclosures can be
made by a whistle blower through an e-mail or
dedicated telephone line or a letter to the Chairman of
the Audit Committee. The policy on vigil mechanism and
whistle blower policy may be accessed on the
Company's website at the link:

https://www.pradeepmetals.com/policies/.

19. RISK MANAGEMENT:

The Directors had constituted a Risk Management
Committee which was entrusted with the responsibility to
assist the Board in (a) Overseeing and approving the
Company's risk management framework; and (b)
Overseeing that all the risks that the organization faces
such as strategic, financial, credit, market, liquidity,
security, property, IT, Legal, regulatory, reputational and
other risks have been identified and assessed and there is
an adequate risk management infrastructure in place
capable of addressing those risks. However, since the
constitution of Risk Management Committee is not
applicable to the Company as per the Regulation 21 of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time
to time, the Risk Management Committee was dissolved
w.e.f. May 13, 2017 and the Audit Committee currently
looks into the Risk Management functions.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has formulated a Corporate Social
Responsibility Policy (CSR Policy) indicating the activities
to be undertaken by the Company. It has been approved
by the Board and the same has been hosted on the
Company's website:

https://www.pradeepmetals.com/policies.

The key philosophy of all CSR initiatives of the Company
is guided by three core commitments of Scale, Impact and
Sustainability. During the year, the Company has spent
Rs. 52.78 Lakhs against the annual requirement of Rs.
52.41 Lakhs for the year 2025-26 on CSR activities.

Pursuant to the amendments in the CSR Rules dated
January 22, 2021, the constitution of CSR Committee is
applicable where the CSR amount to be spent by a
Company exceeds Rs. 50 Lakhs. Accordingly, since the
CSR expenditure obligation of the Company during the
FY 2025-26 exceeds Rs. 50 Lakhs, the provisions relating
to constitution of a CSR Committee have become
applicable to the Company.

Given the above, CSR Committee consisting of Mr.
Pradeep Goyal (Chairman), Mrs. Neeru Goyal and Mr.
Jayavardhan Diwan was formed by the Board of
Directors of the Company which is responsible for
implementation of the CSR projects/activities.

The Company has identified focus areas of engagement
which have been enumerated in Annexure D to this
Report.

21. AUDIT COMMITTEE:

The details in respect of the Audit Committee are
included in the Corporate Governance Report,
which forms part of this Report.

22. AUDITORS AND AUDITORS' REPORT:

a. Statutory Auditors

Pursuant to the provisions of Section 139(1) of the
Companies Act, 2013 and the Companies (Audit
and Auditors) Rules, 2014, M/s. KKC &
Associates LLP, Chartered Accountants (Firm
Registration No. 105146W/W100621), were
appointed in 42^nd AGM as the Statutory Auditors
of the Company, for a term of 5 years i.e., till the
conclusion of 47^th AGM of the Company to be
held in the year 2030.

Auditors' Report

The Notes on Financial Statements referred to in
the Auditors' Report are self-explanatory and do
not call for any further comments.

No fraud was reported by the Auditors under
Sub-section (12) of Section 143 of Companies
Act, 2013.

b. Cost Auditors

As per the requirement of Central Government
and pursuant to the provisions of Section 148 of
the Companies Act, 2013 (the Act) read with the
Companies (Cost Records and Audit) Rules, 2014,
as amended from time to time, the Company has
been carrying out audit of its cost records every
year.

The Board of Directors, on the recommendation of
the Audit Committee, has re-appointed M/s.
Vishesh Naresh Patani, Cost & Management
Accountants, (Firm Registration No. 101108), as
Cost Auditors to audit the cost accounts of the
Company for the Financial Year 2026-27 at a
remuneration of Rs. 1,35,000/- (plus applicable
taxes and reimbursement of out-of-pocket
expenses at actuals).

Pursuant to Section 148 of the Act, a
resolution seeking Members' approval for the
remuneration payable to the Cost Auditors
forms part of the Notice convening the
ensuing AGM.

The relevant Cost Audit Report for the
Financial Year 2024-25 was filed with the
Ministry of Corporate Affairs on September 6,
2025. No adverse comments have been
made in the said Report.

c. Secretarial Auditors and Secretarial
Audit Report

Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and the Rules made
thereunder, M/s. Shweta Gokarn & Co.,
Practicing Company Secretaries, Navi
Mumbai (Certificate of Practice Number:
11001; Peer Review No. 1693/2022) were
appointed as the Secretarial Auditors to
conduct Secretarial Audit for the Financial
Year 2025-26.

The Secretarial Auditors' Report for the
Financial Year is annexed to this Report as

Annexure E.

23. PARTICULARS OF LOANS GIVEN,
INVESTMENTS MADE, GUARANTEES GIVEN
AND SECURITIES PROVIDED:

As on the date of this report, Company's investment in
WOS in the form of Equity Shares, before impairment
of Rs. 810 Lakhs, stands at Rs. 3,579.32 Lakhs (USD
4.67 Million).

No loan was provided to the WOS/SDS during the
Financial Year 2025-26 nor is there any outstanding
loan as on March 31, 2026.

Further, no advance was made or Corporate
Guarantee provided to WOD/SDS during the
Financial Year 2025-26.

24. CONTRACTS AND ARRANGEMENTS WITH
RELATED PARTIES:

All contracts / arrangements / transactions entered
by the Company during the Financial Year with
related parties were in the ordinary course of
business and on an arm's length basis. The Company
has entered into an agency agreement with WOS for
International marketing and support to the customers.

During the year, the Company did not enter into any
contract / arrangement / transaction with related
parties, other than the Wholly Owned Subsidiary,
which could be considered material, in accordance with
the policy of the Company on materiality of related
party transactions.

The Policy on materiality of related party transactions
and dealing with related party transactions, as
approved by the Board, may be accessed on the
Company's website

https://www.pradeepmetals.com/policies/.

The particulars as required under the Act along with the
statement containing transactions with any person or
entity belonging to the Promoter / Promoter Groups
which hold(s) 10% or more shareholding, if any, are
furnished in Annexure F (Form No. AOC-2) to this
Report.

25. MATERIAL CHANGES AND COMMITMENTS:

No material changes have occurred, and no
commitments were given by the Company, thereby
affecting its financial position between the end of the
Financial Year to which these financial statements relate
and the date of this Report.

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

The particulars relating to conservation of energy,
technology absorption, foreign exchange earnings and
outgo, as required to be disclosed under the Act, are
provided in Annexure G to this Report.

27. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has in place adequate internal financial
controls, commensurate with the activities and the size
of the Company. During the year, such controls were
tested and no reportable material weaknesses in the
design or operations were observed.

28. SECRETARIAL STANDARDS:

The Company has in place proper system to ensure
compliance with the provisions of the applicable
Secretarial Standards (SS-1 and SS-2) issued by the
Institute of Company Secretaries of India.

29. HUMAN RESOURCES:

The Company recognizes its human resources as one of
its prime and critical resources for its growth and hence
it strives to align human resource policy and initiatives
to meet business plans. The relations between the

Management and the workers and Staff Members
remained very cordial throughout the year under
review. As on March 31,2026, the Company had 538
employees on its payroll at its manufacturing plant and
administrative office at Rabale, Navi Mumbai.

30. DISCLOSURE AS PER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013:

The Company has zero tolerance towards sexual
harassment at the workplace and has adopted a policy
on prevention, prohibition and redressal of sexual
harassment at workplace in accordance with the
provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and Rules made thereunder.

During the year under review, no case was filed
pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

During the Financial Year 2025-26, four Meetings of
the Internal Complaints Committee were held on June
19, 2025, September 19, 2025, December 15, 2025
and March 13, 2026.

31. COMPLIANCE WITH MATERNITY BENEFIT
ACT, 1961:

The Company is compliant with the applicable
provisions of the Maternity Benefit Act, 1961 and has
policies, systems and processes in place to ensure
ongoing compliance.

32. EXTRACT OF ANNUAL RETURN AS ON
MARCH 31, 2026:

The Annual Return for the Financial Year 2025-26
may be accessed on the Company's website
https://www.pradeepmetals.com.

33. BOARD MEETINGS HELD DURING THE
FINANCIAL YEAR 2025-26:

During the Financial Year 2025-26, 4 (four) Board
Meetings were held on May 22, 2025, August 09,

2025, November 04, 2025 and January 30,
2026 the details of which are furnished in the
Corporate Governance Report forming part of this
Report. The gap between any two Meetings did not
exceed 120 days.

34. PROMOTER GROUP:

Change in Promoter and Promoter Group
Shareholding:

Shares held by Mr. Pradeep Goyal, Mrs. Neeru
Goyal and M/s. Nami Capital Private Limited form
part of the Promoter Group Shareholding.

During the year under review, there was no change
in the Shareholding of Promoter / Promoter
Group.

As on date, the total shareholding of Nami Capital
Private Limited stands at 59.03%, while the overall
shareholding of Promoter group stands at 73.05
%. The total shareholding of the Promoters is within
the maximum permissible limit of 75% as stated
under the SEBI SAST Regulations.

35. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Sub-Rule 2 of Rule 5 of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, none of the
employees except Mr. Pradeep Goyal, Chairman
and Managing Director of Company, drew
remuneration in excess of the limits prescribed
under the Act. Relevant particulars are given in
Annexure B to this Report. The Report and the
Accounts are being sent to the Members excluding
the statement containing the names of top ten
Employees in terms of remuneration drawn. In
terms of Section 136 of the Act, the details of top
ten Employees are open for Inspection at the
Registered Office of the Company. Any Member
interested in obtaining a copy of the same may
write to the Company Secretary.