Your directors take pleasure in presenting the 18^th Annual Report along with Audited Financial Statements of
your Company for the financial year ended March 31, 2025.

1. Financial highlights

The financial highlights for the year 2024-25 are as under:

Standalone (in lakhs)

Consolidated (in Lakhs)

2. State of company affairs:

During the year under review, your Company has achieved a total net sale of ' 10270.85 lakhs and Net
Profit after Tax (NP) of '183.61 lakhs. There is decrease in sales and profit after tax during the current year
in comparison to that of previous year. However, your directors are optimistic about the performance of the
Company in the coming years.

3. Dividend

Your director feel that it is prudent to plough back the profits of the Company for future growth of the
Company and therefore do not recommend any dividend for the year ended March 31, 2025.

4. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Since there was no unpaid/unclaimed dividend, the provision of Section 125 of the Companies Act, 2013 do not
apply.

5. Change in the nature of business, if any-

There is no change in the nature of business carried out by the Company in the Year 2024-2025.

6. Authorized capital, Issued Paid up and subscribed capital of the Company

The Authorized share capital of the Company is Rs. 46,25,00,000 /- (Rupees Forty-Six Crores Twenty-Five
Lakhs Only) divided into 4,62,50,000 (Four Crore Sixty-Two Lakhs Fifty Thousand) Equity Shares of Rs. 10/-
(Rupees Ten Only) '. The Issued, Subscribed and paid-Up Capital of the Company is ' 17,05,74,000
consisting of 1,70,57,400 Equity Shares of Rs 10 each

During the year under review, there was no change in the Authorized Share Capital, Issued,
Subscribed and Paid-up capital of the Company as on date of this report.

However, during the financial year, the Authorized Share Capital of the Company has been increased
from Rs 20,00,00,000 (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore) Equity Shares
of Rs.10/- (Rupees Ten Only) each to Rs.46,25,00,000 /- (Rupees Forty-Six Crores Twenty-Five Lakhs
Only) divided into 4,62,50,000 (Four Crore Sixty-Two Lakhs Fifty Thousand) Equity Shares of Rs 10/-
(Rupees Ten Only) each to rank pari-passu with the existing Equity Shares of the Company. in the
general meeting dated 23.11.2024 company has increased the Authorized Share Capital of the Company
from 20,00,00,000 consisting of 2,00,00,000 Equity Shares of ' 10 each to Rs. 46,25,00,000 /- (Rupees Forty-Six
Crores Twenty-Five Lakhs Only) divided into 4,62,50,000 (Four Crore Sixty-Two Lakhs Fifty Thousand) Equity
Shares of Rs. 10/- (Rupees Ten Only).

7. Change of Registered Office

During the year under review, there was no change in address of Registered office of the Company.

8. Reserves

The Board of Directors has decided to retain the entire amount of profit in the profit and loss account.
Accordingly, the Company has not transferred any amount to the ‘Reserves’ for the year ended March 31,
2025.

9. Subsidiary, Joint Ventures and Associate Companies

The Company has one wholly owned Indian Material Subsidiary company i.e. Sagardeep Engineers Private
Limited. A statement containing the salient features of financial statement of our subsidiary in the
prescribed format AOC-1 is appended to the financial statements of the Company.

10. Consolidated Financial Statement

The Financial Statement of the Company for the Financial year 2024-25 are prepared in compliance
with the applicable provisions of the Act, Accounting Standards and as prescribed by Securities and
Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Consolidated Financial Statement has been prepared on the basis of the audited financial statement of
the Company as approved by their respective Board of Directors. Pursuant to the provisions of Section 136 of the

Act, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant
documents and Auditors report thereon form part of this Annual Report.

11. Public Deposit

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73
of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during
the period under review. Hence, the requirement for furnishing the details of deposits which are not in
compliance with Chapter V of the Act is not applicable.

12. Particulars of loan, Guarantees or Investment made under Section 186

During the year, the Company has given Corporate guarantee to its wholly owned subsidiary “SAGARDEEP
ENGINEERS PRIVATE LIMITED” in connection with the loan taken by its wholly owned subsidiary under section
186 of the Companies Act, 2013. for details kindly refer Standalone Audit Report, Notes no. 38 of Notes to
Account.

13. Extract of the annual return

Pursuant to Section 92(3) read with section134(3)(a) of the Companies Act, 2013, copies of the Annual
Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the
Companies (Management and Administration) Rules, 2014 are placed on the website of the Company
www.sdalloys.com.

14. Directors& Key Management Personnel

I. Composition of Board & Board Meetings

The Board of Directors of the Company has an optimum combination of Executive, Non-Executive and
Independent Directors. As on the date of this report, the Board comprises of 6(Six) Directors, out of
which 1 is Executive Director ,2 are non-executive Director that includes woman director and 3
Directors are non-executive non-independent Directors. That includes one Woman Director. The
Chairman of the Board is an executive Director.

The Board of Directors duly met 8 (Eight) times on 28/05/2024, 09/08/2024, 03/09/2024, 19/10/2024,
12/11/2024, 02/01/2025 11/02/2025 and 24/03/2025 during the year. The Composition, category and
attendance of each Director at the Board and Annual General Meeting of each Director in various companies
is as follows:

# Mrs. Shital Jaydeep Barot appointed as Additional non-executive Non-Independent Director w.e.f.02.01.2025

# Mrs. Shital Jaydeep Barot Ceased as Additional non- executive Non-Independent Director w.e.f.02.04.2025

# Mrs. Sangita Satishkumar Mehta appointed as non-executive Director Non- Independent Director in the Company w.e.f.
16.05.2025

^A Mrs. Vinita Maheshwari ceased to be appointed as independent director of the Company w.e.f. 28.08.2025 due to expiry of her
tenure as independent director

& Mr. Amit Soni appointed as non-executive independent director of the company w.e.f. 15.08.2025
II. INDUCTIONS

The following appointments were made

• During the year, on there commendation of Nomination and Remuneration Committee Ms. Shital
Jaydeep Barot was appointed as Additional Director under Non-Executive Non-Independent
Director category w.e.f. 02 January, 2025.

• Mr. kalusinh Chauhan has been appointed as Chief financial Officer of the company w.e.f.
January 23, 2025.

In the Current year Mrs. Sangita In the Current year Mrs. Sangita Satishkumar Mehta has been
appointed as Director as 16.05.2025 and confirmed as director w.e.f.15.08.2025.Mr. Amit Soni has
been appointed as Independent director in the Company w.e.f. 15.08.2025.

III. REAPPOINTMENT:

During the year on re-commendation of Nomination and Remuneration Committee Mr. Satishkumar Asamal
Mehta has been reappointed as Managing Director of the Company w.e.f. 30.12.2024. other than that, there
were no re-appointment of any Director / KMP During the year.

IV. CESSATIONS:

During the year, the following directors/ key managerial personnel resigned from their office:

• Mr. Jayesh A Mehta resigned from the office of Whole Time Director of the company effective from
03/09/2024.

• Mr. Deepak Sevak resigned from the office of Chief Financial Officer of the company effective from
25/10/2024

• Mr. Kalusinh Chauhan resigned from the office of Chief Financial Officer of the Company w.e.f. 23/02/2025

In the Current year Mrs. Shital Jaydeep Barot has been resigned from the office of non-executive director
effective from 02/04/2025.

Mrs. Vinita Maheshwari ceased to be appointed as independent director of the Company w.e.f.
28.08.2025 due to expiry of her tenure as independent director

V. RETIREMENT BY ROTATION

In accordance with the provisions of the Companies Act 2013 and Companies Articles of Association,
Mr. Hemendrabhai Bhailal Patel (DIN: 01827562) retires by rotation at the ensuing Annual General
Meeting and being eligible offers himself for re-appointment. The Board recommends his re¬
appointment. Necessary resolution for his re-appointment is placed before the shareholder for
approval.

VI. FAMILIARIZATIONS PROGRAMME OF INDEPENDENT DIRECTORS

Pursuant to the requirements of the Listing Regulations, all the Independent Directors are familiarised
with the operations and functioning of the Company at the time of their appointment and further the
Company has put in place framework for a structured induction and familiarisation programmes for all
its Directors, including the Independent Directors on an ongoing basis to familiarise them with the
business and operations of the Company, new initiatives, regulatory updates, nature of the industry in
which the Company operates, their roles, rights, duties and responsibilities vis-a-vis the Company, etc

The Independent Directors have been updated with their roles, rights and responsibilities in the
Company by specifying them in their appointment letter along with necessary documents, reports and
internal policies to enable them to familiarize with the Company’s procedures and practices. The
Independent Directors regularly visit at factory and management update the IDs relating to the
manufacturing process at factory. The Company endeavors, through presentations at regular intervals,
to familiarize the Independent Directors with the strategy, operations and functioning of the Company
and also with changes in the regulatory environment having a significant impact on the operations of
the Company and the industry as a whole The Independent Directors also meet with senior
management team of the Company in informal gatherings.

VII. Profile of Directors seeking appointment/ Reappointment

As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Directors retiring and
seeking reappointment at the ensuing Annual General Meeting is annexed to the notice convening
18^th Annual General Meeting.

VIII. Key Managerial Personnel

As on the date of this report, the following persons are the Key Managerial Personnel(s) of the Company:

a) Mr. Satishkumar A. Mehta, Chairman & Managing Director

b) Mr. Jayeshkumar A. Mehta, Whole Time Director (upto 03.09.2024)

c) Deepak Sevak, Chief Financial Officer (upto 25.10.2024)

d) Mr. Kalusinh Chauhan has been appointed as “Chief Financial Officer” (CFO) effective date
from 23.01.2025 and resigned from the office of “Chief Financial Officer” (CFO) w.e.f.
23.02.2025.

e) Ms. Anuja Jain, Company Secretary & Compliance Officer.

f) Mr. Shashwat Shah has been appointed as, Chief Financial Officer (“CFO”) w.e.f. 04.04.2025.

IX. Declaration from Independent Director

All the Independent Directors of the Company have given their declarations stating that the
meet the criteria of independence as prescribed under the Section 149(6) of the Companies
Act, 2013 read with the rules made there under and in the opinion of the Board, the
Independent Directors meet the said criteria.

During the year under review the Independent Directors duly met pursuant to the provisions as
specified in Schedule IV of the Companies Act, 2013 and the quorum was present throughout
the meeting.

15. Audit Committee

The Audit Committee is duly constituted in accordance with SEBI (LODR) Regulations 2015 and
Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the
Board and its Powers) Rules, 2014 as amended from time to time. It adheres to the terms of
reference which is prepared in compliance with Section 177 of the Companies Act, 2013, and
SEBI (LODR) Regulations 2015. The Members of the Committee are: -

*Mrs. Vinita Maheshwari has ceased to be appointed as non-executive independent Director due to expiry of her
tenure w.e.f. 28.08.2025.

**Mr. Amit Soni has been appointed as member of the committee w.e.f. 28.08.2025.

Two third of the members are Independent Directors and all the members are financially literate. The
composition, role, Functions and powers of the Audit Committee are in line with the requirements of
applicable laws and regulations. The Audit Committee shall oversee financial reporting process and
disclosures, review financial statements, internal audit reports, related party transactions, financial and
risk management policies, auditors’ qualifications, compliance with accounting Standards etc. and
oversee compliance with Stock Exchanges and legal requirements concerning financial statements and
fixation of audit fee as well as payment for other services etc.

Six (6) Audit Committee meetings were held during the year 2024-25 at the Registered Office of the Company
on 28/05/2024, 09/08/2024 ,03/09/2024,19/10/2024, 12/11/2024, 11/02/2025.

16. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in accordance with SEBI (LODR) Regulations 2015
and Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its
Powers) Rules, 2014 as amended from time to time. The Company Secretary acts as the Secretary to the
committee. the Committee Members are:

*Mrs. Vinita Maheshwari has ceased to be appointed as non-executive independent Director due to expiry of her
tenure w.e.f 28.08.2025.

**Mr. Amit Soni has been appointed as member of the committee w.e.f 28.08.2025
The Board has in accordance with the provisions of sub-section

(3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining
qualifications, positive attributes, independence of a Director and policy relating to remuneration of
Directors, Key Managerial Personnel and other employees. The said policy is available on the website of the
Company (www.sdalloys.com).

Seven (7) meetings were held during the year 2024-25 on 28/05/2024, 09/08/2024,03/09/2024,12/11/2024,
02/01/2025, 11/02/2025 and 24/03/2025.

17. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted in compliance with the requirements of
Section 178 of the Companies Act, 2013. Company Secretary is the Compliance Officer, who acts as the
Secretary to the Committee and the Members of the Committee are:

*Mrs. Vinita Maheshwari has ceased to be appointed as non-executive independent Director due to expiry of her
tenure w.e.f. 28.08.2025.

**Mr. Amit Soni has been appointed as Chairman of the committee w.e.f. 02.09.2025

The Stakeholders Relationship Committee looks into shareholders’ complaints related to transfer of
shares, non-receipts of balance sheet besides complaints from SEBI, Stock Exchanges, Court and various
Investor Forums. It oversees the performance of the Registrars and Transfer Agent, and recommends
measures for overall improvement in the quality of investor services. The Company is in compliance with
the SCORES, which has initiated by SEBI for processing the investor complaints in a centralized web-based
redress system and online redressal of all the shareholders complaints.

Three (3) meeting was held during the year 2024-25 at the Registered Office of the Company on
28/05/2024,03/09/2024 and 11/02/2025.

18. Compliance Officer

As on date of this report, the Compliance officer of the Company is Ms. Anuja Jain who is also designated as
Company Secretary of the Company.

19. Statement on Formal Annual Evaluation of Board

Nomination and Remuneration Committee annually evaluates the performance of individual Directors,
Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further,
the Board also regularly in their meetings held for various purposes evaluates the performance of all the
Directors, committees and the Board as a whole. The Board considers the recommendation made by
Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to
discharge its duties more effectively. Each Board member’s contribution, their participation was
evaluated and the domain knowledge they bring. They also evaluated the manner in which the
information flows between the Board and the Management and the manner in which the board papers and
other documents are prepared and furnished. The Independent Directors at their separate meeting held on
24/03/2025 reviewed the performance of: Non-Independent Directors and the Board as a whole,
Chairman of the Company after taking into account the views of Executive Directors and Non-Executive
Directors. The directors also discussed the quality, quantity and timeliness of flow of information between
the Company management and the Board that is necessary for the Board to effectively and reasonably
perform the duties.

The details of evaluation process of the Board, its committees and of individual Directors, including
Independent Directors have been provided under the Corporate Governance Report which forms part of
this Report.

20. Declaration regarding opinion of the Board with regard to integrity, expertise and
experience (including the proficiency) of the independent directors appointed during the
year

The board hereby states that the independent directors appointed during the year possess requisite
expertise and experience (including the proficiency) in terms of section 150 of the Act. The
Independent Directors appointed during the year have included their names in the data bank of
Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150
of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

21. Material changes and commitments, if any, affecting the financial position of the company which
have occurred between the end of the financial year of the company to which the financial statements
relate and the date of the report

There are no material changes and commitments affecting the financial position of the Company which
have occurred between the end of the financial year of the Company and the date or report.

22. Details of significant and material orders passed by the regulators or courts or tribunals impacting the
going concern status and company's operations in future

There are no significant and material orders passed by the regulators or courts or tribunals impacting the
going concerns status and Company’s operations in future.

23. Auditors

1. Statutory Auditors

Your Company at it’s at the 14^thAnnual General Meeting appointed M/s. Piyush J Shah & Co.,
Chartered Accountants as Statutory Auditors of the Company for a period of 5 consecutive years i.e.,
from the Fourteenth Annual General Meeting till Nineteenth Annual General Meeting at a remuneration as
may be fixed by the Board of Directors and Audit Committee in consultation with the Auditors thereof.

In accordance with the Companies Amendment Act, 2017, enforced on 7^th May, 2018 by the Ministry of
Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual
General Meeting.

There are no qualifications, reservations or adverse remarks made by M/s. Piyush J Shah & Co.,
Chartered Accountants, the Statutory Auditors of the Company, in their report.

The Statutory Auditors have not reported any instance of fraud committed in the Company by its
Officers or Employees to the Audit Committee under section 143(12) of the Companies Act,2013, details of
which needs to be mentioned in this Report.

2. Secretarial Auditor

M/s. Khandelwal Devesh & Associates, Company Secretaries, Ahmedabad were appointed as Secretarial
Auditor of the Company to conduct secretarial audit pursuant to the provisions of Section 204 of the
Companies Act, 2013. M/s. Khandelwal Devesh & Associates, Company Secretaries has been resigned from the

office of Secretarial Auditor effective from 03.04.2025. In the Board meeting held on 16.05.2025 have
appointed M/s Vishwas Sharma & Associates, Practicing Company Secretaries has been appointed as secretarial
Auditor of the Company. The secretarial audit of the Company has been conducted on a concurrent basis in
respect of the matters as set out in the said rules and Secretarial Audit Report given by M/s. Vishwas Sharma
& Associates, Company Secretaries, Secretarial Auditor of the Company forms part of this report and is marked
as Annexure-II.

The said report contains observation or qualification as mentioned in the attached report.

Annual Secretarial Compliance Report

During the period under review, the Company has complied with the applicable Secretarial Standards notified
by the Institute of Company Secretaries of India. The Company has also undertaken an audit for the FY
2024-25 pursuant to SEBI Circular No. CIR/CFD/CMO/I/27/2019 dated February 08, 2019 for all applicable
compliances as per the Securities and Exchange Board of India Regulations and Circular/ Guidelines issued
thereunder. The Report (Annual Secretarial Compliance Report) has been submitted to the Stock Exchanges on
May 29, 2025 which is within 60 days of the end of the financial year ended March 31, 2025. The said report is
annexed as Annexure-III.

Secretarial Audit of Material Unlisted Indian Subsidiary

Further as per the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, M/s. Vishwas Sharma & Associates,
Company Secretaries, had undertaken secretarial audit of the Company’s material subsidiary i.e.,
Sagardeep Engineers Private Limited for the FY 2025-26. The Audit Report confirms that the material
subsidiary has complied with the provisions of the Act, Rules, Regulations and Guidelines and that
there were no deviations or non-compliances.

The Board, at its meeting held on 24 May, 2023, has re- appointed M/s. Khandelwal Devesh &Associates,
Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for FY 2024¬
25.

Further, M/s. Khandelwal Devesh & Associates, Company Secretaries has been resigned from the office of
Secretarial Auditor effective from 03.04.2025. In the Board meeting held on 16.05.2025 have appointed
M/s Vishwas Sharma & Associates, Practicing Company Secretaries have been appointed as secretarial
Auditor of the Company. The said report is annexed as Annexure-IV.

3. Cost Auditor

The provision of the section 148 of the Companies’ act, 2013 read with Rules 14 of the Companies
(Audit & Auditors) rules, 2014 is not applicable to the company.

4. Internal Auditor

M/s Amit Uttamchandani & Associates, Chartered Accountant have been appointed as an Internal
Auditor of the Company.

24 Personnel

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Report and marked as
Annexure-V. No employee of the Company was in receipt of the remuneration exceeding the limits
prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.

25. Corporate Social Responsibility (CSR)

The provisions of Corporate Social Responsibility (CSR) are not applicable to the Company.

26. Conservation of energy, technology absorption and foreign exchange earnings and outgo

1. CONSERVATION OF ENERGY:

i. the steps taken or impact on conservation of energy: Nil

ii. the steps taken by the company for utilising alternate sources of energy: None

iii. the capital investment on energy conservation equipment: Nil

2. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption:

None

ii. the benefits derived like product improvement, cost reduction, product development or
import substitution: None

iii. in case of imported technology (imported during the last three years reckoned from the beginning of
the financial year)-

a) the details of technology imported: None

b) the year of import: N.A.

c) whether the technology been fully absorbed:

N.A.

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A.

e) the expenditure incurred on Research and Development: Nil

3. Foreign exchange Earnings & Outgo

• Foreign Exchange Earning: NIL

• Foreign Exchange Outgo: NIL

27. Particulars of contracts or arrangements with related parties:

The Company has no material significant transactions with its related parties which may have
potential conflict with the interest of the Company at large. All the related party transactions has
been reviewed and approved by the Audit Committee & Board of Directors of the Company. Your Company
has entered into any transactions with related parties which could be considered material in terms of
Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section
134(3)(h) of the Act, is applicable and disclosure is given under Annexure-VI. The Policy on Related
Party Transactions is available on your Company’s website.

28. Management's Discussion and Analysis Report

The Management’s Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34 (2) (e) of the Listing Regulations is given as Annexure- "VII" to this report.

29. Statement regarding the developmentand implementation of Risk

Management Policy

The risk management process is followed by the company to ensure timely identification,
categorization and prioritization of operational, financial and strategic business risks. Teams are
authorized for managing such risks and updating it to the senior management. The Board and Audit
Committee review on regular basis the risk assessment in the company.

30. Prevention of Sexual Harassment at Workplace

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

All employees (permanent, contractual, temporary and trainees) are covered under this policy. The
Company has also complied with the provisions related to constitution of Internal Complaints
Committee (ICC) under the said Act to redress complaints received regarding sexual harassment.
The Company received no complaints pertaining to sexual harassment during FY 2024-25.

31. Vigil Mechanism / Whistle Blower Policy

The Company believes in the conduct of its affairs in a fair and transparent manner to foster
professionalism, honesty, integrity and ethical behavior in its employees & stakeholders. The Company has
adopted a Whistle Blower Policy as a part of vigil mechanism.

Also, the Code of Business Conduct (Code) lays down important corporate ethical practices that shape the
Company’s value system and business functions and represents cherished values of the Company.

32. Adequacy of Internal Financial Control

The Company has designed and implemented a process driven framework for Internal Financial Controls
(‘IFC’) within the meaning of the explanation to Section 134(5)(e) of the Act. For the year ended March 31,
2025, the Board is of the opinion that the Company has sound IFC commensurate with the nature and
size of its business operations and operating effectively and no material weaknesses exist. The
Company has a process in place to continuously monitor the same and identify gaps, if any, and
implement new and / or improved controls wherever the effect of such gaps would have a material
effect on the Company’s operations.

During the year, no reportable material weakness was observed.

33. Directors' Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

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

(b) The directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were 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 under review.

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of this Act for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.

(d) The directors have prepared the annual accounts on a going concern basis.

(e) The directors had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively.

(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable

laws and that such systems were adequate and operating effectively.

34. Listing

The equity shares of the Company are listed on NSE and the Company has paid the annual listing fees
for the year 2024-25.

35. Corporate Governance.

Your Company has complied with the requirements of the Securities and Exchange Board of India
(Listing Obligation and Disclosure Requirements) Regulations, 2015 regarding corporate governance.
A report on the Company’s Corporate Governance practices and the Auditors’ Certificate on
compliance of mandatory requirements thereof are attached as Annexure 'VIII.

36. Other Disclosures / Reporting

The Directors state that no disclosure or reporting is required in respect of the following items as there
were no transactions pertaining to these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save
and except ESOPs referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any
remuneration or commission from any of its subsidiaries.

5. Voting rights which are not directly exercised by the employees in respect of shares for the
subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to
which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies
Act, 2013).

37. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of
2016)

During the year no application has been made or no proceeding is pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016).

38. Code For Prevention of Insider Trading:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated
persons and their immediate relatives (“Code”) as per the requirements under the Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays
down the procedures to be followed by designated persons while trading/ dealing in the Company’s
shares and sharing Unpublished Price Sensitive Information (“UPSI”). The Code covers Company’s
obligation to maintain a structured digital database (“SDD”), mechanism for prevention of insider trading and
handling of UPSI, and the process to familiarize with the sensitivity of UPSI. To increase awareness on the
prevention of insider trading in the organization and to help the Designated Persons to identify and fulfill
their obligations, regular trainings have been imparted to all designated persons by the Company.

39. Details of difference between amount of the valuation done at the time of one-time settlement and
the valuation done while taking loan from the Banks or Financial Institutions along with the reasons
thereof.

There is no such onetime settlement during the period under review.

40. Secretarial Standards:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of
India on Board Meetings and General Meetings.

41. Acknowledgement:

The Directors place on record their sincere thanks to the Bankers, business associates, consultants, customers, and
employees for their continued support extended to your Companies activities during the year under review. Your
directors also acknowledge gratefully the shareholders for their support and confidence reposed on your
Company.

For and on behalf of board of directors

Sd/-

Satishkumar A. Mehta

Date: 02.09.2025 Chairman & Managing Director

Place: Santej (Kalol) (DIN: 01958984)