Abha Power and Steel Ltd Directors Report

TO,

THE MEMBERS,

ABHA POWER AND STEEL LIMITED,

(FORMERLY KNOWN AS ABHA POWER ANS STEEL PRIVATE LIMITED)

Your Directors are pleased to submit the 21st Annual Report on the business and operations of your

Company ("the Company" or "ABHA POWER AND STEEL LIMITED"), along with the audited financial statements, for the financial year ended March 31, 2025.

1) FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY

The Financial Results for the year ended March 31st, 202 5 and the corresponding figure for the previous year are as under:

(Rs. in lakhs except EPS)

PARTICULARS	F.Y. 2024-25	F.Y. 2023-24
	(Rs. in Lakhs)
Revenue from operations	7,018.01	5,174.70
Other Income	64.98	7.97
Profit before depreciation, exceptional, extraordinary item and tax	952.46	609.28
Less: Depreciation & Amortization expense	102.70	102.25
Profit before exceptional, extraordinary item and tax	849.76	507.03
Add: Exceptional item
Less: Extraordinary item
Profit before tax	849.76	507.03
Less: Tax expense	226.93	128.84
Profit after tax	622.83	378.19
Earning Per Share (In Rs.)	3.94	2.62

Notes:

• Equity shares are at par value of Rs 10/- per share.

• 41,39,200 equity shares were allotted pursuant to Initial Public Offer ("IPO”) on December 02, 2024.

2) TRANSFER TO RESERVES

During the financial year under review, the Company does not propose any amount to be transferred to any reserves of the company.

3) DIVIDEND

In order to conserve the resources of the Company, your directors do not recommend any dividend for the FY 2 025.

4) STATE OF COMPANYS AFFAIRS

Your directors are pleased to share the exceptional operational and financial performance achieved by the Company during financial year 2024-25.

The major highlights of the financial year 2 024-25 are as under:

> Revenue from operations stood at Rs. 7,018.01 lakhs in financial year 2024-25 as compared to Rs. 5,174.70 lakhs in financial year 2023-24 thereby translating a growth of approx 35.62%.

> PAT stood at Rs. 622.83 lakhs in financial year 2024-25 as compared to Rs. 378.19 lakhs in in financial year 202 3-24, thereby translating a growth of 64.69%.

The Company is well positioned to achieve better operation and financial performance in the financial year 2025-26.

5) CHANGE IN THE NATURE OF BUSINESS

There is no Change in the nature of the business / operation of the Company done during the year under review.

6) CHANGE IN NAME AND STATUS OF THE COMPANY

The Company was originally formed as a private limited company in the name and style of "Abha Power And Steel Private Limited” bearing CIN: U27102CT2004PTC016654 pursuant to a certificate of incorporation dated 27th May, 2004 issued by the Registrar of Companies, Chhat- tisgarh. Subsequently, pursuant to a resolution passed by our Board of Director in their meeting held on 28th March, 2024 and by the shareholders at an extra-ordinary general meeting held on 30th March, 2024, our company was converted into a public limited company and consequently the name of our company was changed to "Abha Power and Steel Limited” and a fresh certificate of incorporation dated 5 th June, 2024 was issued by the Assistant Registrar of Companies, Central Processing Centre. Subsequently our Company got listed onSME platform of NSE Emerge on 4th December, 2024. The Corporate Identification Number of our Company as on date of this report is L27102CT2004PLC016654

7) INITIAL PUBLIC ISSUE AND SHARE CAPITAL

The Company has successfully completed the Initial Public Offer (IPO). The IPO comprised of fresh issue of 41,39,200 Equity Shares of Rs. 10/- each and an offer for sale of 10,00,000 Equity Shares of Rs. 10/- each by Mr Subhash Chand Agrawal, Director of the Company at Rs. 75/- per share, including a share premium of Rs. 65/- per Equity Share. The issue was opened for subscription on 27th November, 2024 and closed on 29th November, 2024. The Board has allotted 51,39,200 Equity Shares of Rs. 10/- each to the successful applicant on 2nd December, 2024. The equity shares of the Company got listed on 4th December, 2024 on the NSE Emerge. Your company share price debuted on National Stock Exchange of India Limited at Rs 81.90/- per share, a premium of 9.2% over its issue price.

As on March 31, 2025, share capital of the Company stood at 18,58,78,300 Equity Shares of face value of Rs 10/- each.

Further, the Company has not undertaken any buy back or split during the year under review.

8) UTILISATION OF FUNDS RAISED THROUGH IPO

During the year under review, it was informed that the initial public offering (the "Issue”) opened for subscription on Wednesday, 27 November, 2024 and Friday, 29 November, 2024. The bidding for the Anchor portion opened and closed on November 22, 2024. The Issue Price for the equity shares of face value of Rs. 10/- each ("Equity Share") was fixed at Rs. 75/- per Equity Share, including a share premium of Rs. 65/- per Equity Share. The Issue comprises of fresh issue of 41,39,200 Equity Shares by the Company (the "Fresh Issue”) aggregating to Rs. 38.54 Crores.

9) DEMATERIALISATION OF SHARES

As on March 31, 2025, the share of the Company held in demat form represents 100% of the total issued and paid-up capital of the Company The Company ISIN No. is INE0UYG01015. M/s Skyline Financial Services Private Limited is the Registrar and Share Transfer Agent of the Company and handles investors related matters under the supervision of the Company.

10) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred during the period from the end of the financial year to which the financial statement related till the date of this report.

11) ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

During the financial year under review, the Company has not undertaken any alteration or amendment to the Memorandum and Articles of Association of the Company.

12) DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provision of the Companies Act, 2 013 and the Articles of Association of the Company, during the financial year under review and till the date of this report, the following changes have occurred in the Board of Directors and Key Managerial Personnel (KMP) of the Company:

Sr. No.	Name	DIN/PAN	Particulars	Effective Date
1.	Shri Atish Agrawal	03540841	Appointment as Managing Director	01.04.2024
2.	Shri Satish Kumar Shah	02324456	Appointment as Whole-time Director	01.04.2024
3.	Shri Naleen Shah	GFJPS5434G	Appointment as Chief Financial Officer (CFO)	01.04.2024
4.	Ms. Pratibha Patel	FYWPP4846J	Appointment as Company Secretary (CS)	01.04.2024
5.	Shri Pankaj Jhawar	01571775	Appointment as Independent Director	22.04.2024
6.	Shri Harsh Singrodia	09118132	Appointment as Independent Director	22.04.2024
7.	Ms. Shristi Garg	07711088	Appointment as Independent Director	22.04.2024
8.	Shri Subhash Chand Agrawal	01644038	Re-designation as Non-Executive Director	22.04.2024
9.	*Shri Harsh Singrodia	09118132	Cessation from the post of Independent Director	10.03.2025
10.	Shri Shanky Santani	10949071	Appointment as Independent Director	29.05.2025

*The Board places on record its appreciation for the valuable services rendered by Shri Harsh Singrodia during his tenure of Directorship of the Company.

** Shri Shanky Santani was appointed as an Additional Director (Independent Director) on May 29, 2025.

Pursuant to the provisions of Section 152 of the Companies Act, 2013,, and as per clauses of Articles of Association of the Company, Shri Atish Agrawal (DIN- 03540841) is liable to retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Necessary resolution for his re-appointment is included in the Notice of AGM for seeking approval of Members. The Directors recommend his re-appointment for your approval. A brief profile of Shri Atish Agrawal (DIN- 03540841) will be given in the Notice convening the forthcoming AGM for reference of the shareholders.

13) DECLARATIONS BY INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(7) of the Companies Act, 2013, each of the Independent Directors has confirmed to the Company that he or she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of the SEBI (Listing

Obligations and Disclosure Requirements), Regulations 2015 (the Listing Regulations) as amended.

In the opinion of the Board of Directors, all Independent Directors of the Company fulfils the conditions specified in the Act and Rules made thereunder

14) BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) of the Listing Regulations and in line with our corporate governance guidelines, peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of Boards Committees was undertaken. This evaluation is led by the Chairman of the Nomination and Remuneration Committee with a specific focus on the performance and effective functioning of the Board and its Committees. The evaluation process, inter alia, considers attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of committee meetings, etc.

The report on the performance evaluation of the Individual Directors was reviewed by the Board and feedback was given to the Directors.

15) NUMBER OF BOARD MEETINGS

14 (Fourteen) board meetings held during FY 2024-25, in accordance with the provisions of Companies Act, 2013.

The intervening gaps between two consecutive meetings were within the limit prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

16) MEETING OF THE INDEPENDENT DIRECTORS

During the financial year 2024-25, the meeting of the Independent Directors was held in accordance with applicable regulations. At this meeting, the Independent Directors discussed various key matters, including - Growth strategies, Flow and quality of information shared with the Board, Business strategy and leadership strengths, Compliance and corporate governance, Human resource-related issues, Performance evaluation of Executive Directors. The meeting provided an opportunity for the Independent Directors to engage in a candid discussion and offer insights on strategic and governance-related matters, thereby contributing to the effective oversight of the Company.

17) COMMITTEES OF THE BOARD

A. AUDIT COMMITTEE

The Audit Committee of the Board was constituted pursuant to a meeting of our Board held on 22nd April, 2024 comprising of:

Name of Directors	Category
Mr Pankaj Jhawar	Independent Director - Chairperson
Ms. Shristi Garg	Independent Director
Mr Harsh Singrodia	Independent Director
Mr Atish Agrawal	Managing Director

Further, as mentioned in point no. 11 above, Mr. Harsh Singrodia, Independent Director of the Company, being a member of the Audit Committee has resigned from the post of his Directorship on 10th March, 2025. Accordingly, the Composition of Audit Committee was altered. The Audit Committee of the Board comprises of following w.e.f., 10th March, 2025:

Name of Directors	Category
Mr Pankaj Jhawar	Independent Director - Chairperson
Ms. Shristi Garg	Independent Director
Mr Atish Agrawal	Managing Director

During the year under review, there has been no instance where the recommendations of the Audit Committee have not been accepted by the Board. The terms of reference of the Audit Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing Regulations although the listing regulation pertaining to Audit Committee is not applicable to the Company.

b. nomination and remuneration committee

The Nomination and Remuneration Committee of the Board was constituted pursuant to a meeting of our Board held on 22 nd April, 2 024 comprising of:

Name of Directors	Category
Ms. Shristi Garg	Independent Director - Chairperson
Mr Harsh Singrodia	Independent Director
Mr Pankaj Jhawar	Independent Director

Further, as mentioned in point no. 11 above, Mr. Harsh Singrodia, Independent Director of the Company, being a member of the Nomination and Remuneration Committee has resigned from the post of his Directorship on 10th March, 2025. Accordingly, the Composition of Nomination and Remuneration Committee was altered. The Nomination and Remuneration Committee of the Board comprises of following w.e.f., 10th March, 2025:

Name of Directors	Category
Ms. Shristi Garg	Independent Director - Chairperson
Mr Pankaj Jhawar	Independent Director
Mr Subhash Chand Agrawal	Non- executive Director

During the year under review, there has been no instance where the recommendations of the Nomination and Remuneration Committee have not been accepted by the Board. The terms of reference of the Nomination and Remuneration Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing regulation although the listing regulation pertaining to Nomination and Remuneration Committee is not applicable to the Company.

c. stakeholders relationship committee

The Stakeholders Relationship Committee of the Board was constituted pursuant to a meeting of our Board held on 2 2 nd April, 2024 comprising of:

Name of Directors	Category
Mr Harsh Singrodia	Independent Director - Chairperson
Mr Pankaj Jhawar	Independent Director
Mr Subhash Chand Agrawal	Non- executive Director

Further, as mentioned in point no. 11 above, Mr. Harsh Singrodia, Independent Director of the Company, being chairperson of the Stakeholders Relationship Committee has resigned from the post of his Directorship on 10th March, 202 5. Accordingly, the Composition of Stakeholders Relationship Committee was altered. The Stakeholders Relationship Committee of the Board comprises of following w.e.f., 10th March, 2025:

Name of Directors	Category
Ms. Shristi Garg	Independent Director - Chairperson
Mr Pankaj Jhawar	Independent Director
Mr Subhash Chand Agrawal	Non- executive Director

During the year under review, there has been no instance where the recommendations of the Stakeholders Relationship Committee have not been accepted by the Board. The terms of reference of the Stakeholders Relationship Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing Regulations although the listing regulation pertaining to Stakeholders Relationship Committee is not applicable to the Company.

18) VIGIL MECHANISM

To meet the requirement under Section 177(9) and (10) of the Companies Act, 2 013 and Regulation 2 2 of the Listing Regulations the Company has adopted a vigil mechanism named Whistle Blower Policy for

directors and employees to report genuine concerns, which shall provide adequate safeguards against victimization of persons who use such mechanism. Under this policy, we encourage our employees to report any reporting of fraudulent financial or other information to the stakeholders, any conduct that results in violation of the Companys Code of Business Conduct, to management (on an anonymous basis, if employees so desire).

Likewise, under this policy, we have prohibited discrimination, retaliation, or harassment of any kind against any employee who, based on the employees reasonable belief that such conduct or practice has occurred or are occurring, reports that information or participates in the said investigation. The Whistle Blower Policy is displayed on the Companys website at www.abhacast.com

No individual in the Company has been denied access to the Audit Committee or its Chairman during the

financial year ended 31st March, 2025.

19) APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration. The Companys policy relating to the Directors appointment, payment of remuneration, criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) is available on the website of the Company at www.abhacast.com

20) CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility undertaking the activities as specified in Schedule VII to the Companies Act, 2013 had been approved and adopted by the Board of Directors of the Company. A copy of CSR Policy is enclosed herewith as Annexure-l.The contents of the CSR Policy have been displayed on the Companys website.

During the financial year under review, the Company was required to spend Rs. 5,04,553/- Lakhs on the CSR Activities for the financial year 2 024-25 under the provisions of the Companies Act, 2013. After obtaining necessary approval from the Board of Directors, the Company has incurred expenditure on the following CSR activities during the financial year 2024-25:

SR. NO. CSR ACTIVITIES	MODE (DIRECTLY/IMPLEMENTING AGENCY)	AMOUNT IN RS.
1. Providing safe drinking water	Paid directly by the Company to Gram Panchayat, Basiya	Rs. 37,410/-
Total		Rs. 37,410/-
CSR Liabilities for the Financial Year 2024-2 5		Rs. 5,04,553/-
Excess/(Short) Expenditure		(Rs. 4,67,143)

Further, since the Company could not identify suitable project in alignment with the Companys CSR policy and the provisions of schedule VII of the Companies Act, 2013, the Board in its meeting held on 31st March, 2025 approved to transfer the unspent CSR amount of Rs. 4,67,143/- to the prime Minis

ters National relief Fund (PMNRF), a fund specified under schedule VII of the Companys Act, 2013. The above fund was duly transferred by the Company on 20th August, 2 025. Accordingly, as on date, the Company has nil unspent CSR amount.

The Report on CSR Activities in compliance of Section 135 of the Companies Act, 2013 is annexed herewith as an Annexure-l.

21) RISK MANAGEMENT POLICY

Your Companys Risk Management Framework is designed to enable risks to be identified, assessed and mitigated appropriately. The Risk Management framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage.

The Company has constituted an internal Risk Management Committee. The Board reviews the same from time to time to include new risk elements and its mitigation plan. Risk identification and its mitigation is a continuous process in our Company.

22) SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

Your Company is not having any Subsidiary Company, Joint venture, or Associate Company

23) NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2 015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f., 1st April, 2017. As your Company is listed on SME Platform of NSE, it is covered under the exempted category and not required to comply with IND-AS for preparation of financial statements.

24) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders have been passed by the Regulators, Courts, or Tribunals impacting the going concern status of the Company and its operation in the future.

25) CORPORATE GOVERNANCE

During the year under review, the requirement specified in regulations 17,17A, 18,19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulations, 2 015 are not applicable to the Company In additions to the applicable provisions of the Companies Act, 2013 become applicable to the company immediately up on the listing of Equity Shares on the NSE SME. However, the Company has complied with the corporate governance requirement, particularly in relation to appointment of Independent Directors including woman director in the Board, constitution of an Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The Board functions either on its own or through committees constituted thereof, to oversee specific operational areas.

26) AUDITORS

A. STATUTORY AUDITORS & AUDITORS REPORT

Pursuant to Section 139(2) of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the Company at its Annual General Meeting (AGM) held on 30th September, 2 024, had appointed M/s N B T & Co., Chartered Accountants, Mumbai (MH), having FRN- 140489W, as Statutory Auditors to hold office from the conclusion of the AGM held on 30th September, 2024 until the conclusion of the AGM of the Company to be held in the year 2029. Accordingly, N B T & Co., Chartered Accountants, continues to be the Statutory Auditors of the Company till the conclusion of the AGM to be held in the year 2029, as approved by the shareholders at the AGM held on 30th September, 2024.

The Statutory Auditors Report is annexed to this Annual Report. The Statutory Audit Report does not contain any qualification reservation or adverse remark or disclaimer made by Statutory Auditors except as mentioned in Point (xx) (A) of Annexure I to the Independent Auditors Report i.e., "The CSR provision has applicable on company based on immediately preceding financial years in respect of other than ongoing projects, the company has not transferred unspent amount to a Fund specified in Schedule VII to the Companies Act till the date of the signing of this report which is supposed to be transferred within a period of six months of the expiry of the financial year in compliance with second proviso to sub-section (5) of section 135 of the said Act". To this, Management wants to state that since the Company could not identify suitable project in alignment with the Companys CSR policy and the provisions of schedule VII of the Companies Act, 2013, the Board in its meeting held on 31st March, 2025 approved to transfer the unspent CSR amount of Rs. 4,67,143/- to the Prime Ministers National relief Fund (PMNRF), a fund specified under schedule VII of the Companys Act, 2013. The above fund was duly transferred by the Company on 20thAugust, 2025. Accordingly as on date of signing of this report, the Company has nil unspent CSR amount.

Further, the notes to the accounts referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comments.

B. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 2 04 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed CS Abbas Vithorawala (Membership No. 23671,C.P No. 8827), Practicing Company Secretary, to carry out the Secretarial Audit of the Company for the financial year 2024-25. He is having more than 15 years of the experience in the field of Companies Act, NBFC Compliances and SEBI Regulations. The Secretarial Audit Report submitted by him, for the financial year 2024-2 5 is annexed herewith marked as “Annexure - 2"to this Report.

The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark, and, therefore, does not call for any further comments.

C. INTERNAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of the section 138 of the Companies Act, 2013 and rule 13 of the Companies (Accounts Rules) 2014, and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder (including any statutory modification(s) or enactment thereof for the time being in force), and on recommendation of Audit Committee, M/s. Sushil & Surendra, Chartered Accountants (FRN No.0003929C), were appointed as the Internal Auditor of the company to conduct an internal audit of the functions and activities of the company for the Financial Year 2024-25 at such remuneration as may be mutually agreed upon between the Board of Directors, Audit Committee and Internal Auditors.

The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time. There are no qualifications or adverse remarks of the Internal Auditor in the Report issued by them for the Financial Year 2024-25 which calls for any explanation from the Board of Directors.

27) SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of 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 (ICSI).

28) INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate Internal Control System, commensurate with the size, scale, and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

Internal Audit is conducted by an Independent Professional Firm of Chartered Accountants. The Internal Audit Reports are reviewed and discussed with the senior management team. The representative of Statutory Auditor and the Internal Auditor are permanent invitees to the Audit Committee meetings. The measures as suggested by the Audit Committee are implemented as per the direction of the Audit Committee.

The controls comprise of:

a) Officials of the Company have defined authority and responsibilities within which they perform their duty;

b) Maker-checker system is in place;

c) Any deviations from the previously approved matter require fresh prior approval;

29) DETAILS OF FRAUD REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditor and Internal Auditor have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2 014 of the Companies Act, 2 013.

30) ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the year ending on March 31, 2 025 is available on the Companys website at www.abhacast.com.

31) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, your Company has neither provided any loan nor guarantee or made any investment covered by Section 186 of the Companies Act, 2013.

32) DEPOSIT

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

33) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, the Company has not entered into any transaction falling within the preview of section 188 of the Companies Act, 2013. Accordingly, the Company is not required to provide the particulars of contracts or arrangements with related parties as referred to in Section 188(1) of the Companies Act, 2013.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website: www.abhacast.com.

34) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The details of conservation of energy and technology absorption as required by the Company along with, the foreign exchange earnings and outgo for the financial year ended March 31, 2025 in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in the prescribed format are annexed hereto as “Annexure 3" and forms part of this report.

35) STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as below:

Further, the percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2024-2025, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2024-2025 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Name of Director/ Key Managerial Personnel	Designation	% Increase in Remuneration in the year 2024-25	Ratio of Remuneration of each Director to Median remuneration of employee
Atish Agrawal	Managing Director	100%	6.34
Satish Kumar Shah	Whole-time Director	100%	1.97
Subhash Chand Agrawal	Non-executive Non-Independent Director	Nil	Nil
Naleen Shah	Chief Financial Officer	100%	1.41
Pratibha Patel	Company Secretary	100%	1.13

*percentage increase in remuneration is not applicable because there were no KMPs during previous year

Notes: Remuneration to Non-executive & Independent Directors includes only sitting fees.

i. The median remuneration of employees of the Company during the financial year was Rs. 4,2 6,000/- p.a.

ii. In the financial year, there was increase of 0.20 % p.a in the median remuneration of employees;

iii. The Company was having 104 total number of employees as on 31-03-2025 which includes 103 Male Employees, 01 Female Employee and Nil Transgender Employees.

iv. Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial yeari.e. 2023-24 was 18.10 %. Since no remuneration was paid to Directors and Key Managerial Personnel during FY 2023-24, comparison is not available for increase in their remuneration.

v. Further, no employee was in receipt of remuneration from the Company amounting to Rupees One

Crore Two Lakhs or more during the financial year 2024-25.

vi. Remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees. None of the Directors of the Company are in receipt of any commission from the Company.

Further, the statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate "Annexure - 4” forming part of this report.

36) MAINTENANCE OF COST RECORDS AND COST AUDIT

Your Company is maintaining Cost Records of the product of the Company as prescribed by the Central Government under provision of Section 148(1) of the Companies Act, 2013.

37) DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, neither any application was made nor any proceedings is pending against the Company under the Insolvency and Bankruptcy Code, 2016

38) DETAILS OF DIFFERENCE BETWEEN AMOUNTS OF THE VALUATION

There was no one time settlement by the Company with the Banks or Financial Institutions during the year under review, thus, the 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 are not applicable.

39) DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of Sub-section (3) of Section 134 of the Companies Act, 2013 shall state that

a) In the preparation of the annual accounts, 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 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 & loss of the company for that period;

c) The directors had 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 directorshave 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) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

40) PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.

The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Companys website at www.abhacast.com.

41) DISCLOSURES AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESS) ACT, 2013

The Company has zero-tolerance for sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has set up Internal Complaint Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 along with its relevant Rules.

There was no complaint pending at the beginning and at the end of financial year 2024-25. No complaints have been received by the Committee during the financial year 2024-2 5.

42) COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed underthe Maternity BenefitAct, 1961, includingpaid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

43) MANAGEMENT DISCUSSION & ANALYSIS REPORT

In term of requirements of Regulation 34(2)(e) of SEBI (LODR) Regulation 2015, a “Management Discussion and Analysis Report" are set out as a separate section in this Annual Report which forms an integral part of this report.

44) TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2 016 ("the IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years are also to be transferred to the Demat account of the IEPF Authority.

During the year, there was no unclaimed and unpaid dividend and corresponding equity shares on which dividend were unclaimed/unpaid for seven consecutive years which was required to be transferred as per the requirement of the IEPF Rules.

Further, pursuant to the provisions of Section 124(6) of the Act read with the relevant Rules made thereunder, as there was no equity shares on which dividend has not been paid or claimed for seven (7) consecutive years or more, no shares are due for transfer to the IEPF as notified by the Ministry of Corporate Affairs.

45) HUMAN RESOURCES

Our employees are our core resource and the Company has continuously evolved policies to strengthen its employee value proposition. Your Company was able to attract and retain best talent in the market and the same can be felt in the past growth of the Company. The Company is constantly working on providing the best working environment to its Human Resources with a view to inculcate leadership, autonomy and towards this objective; your company makes all efforts on training. Your Company shall always place all necessary emphasis on continuous development of its Human Resources. The belief "Great People create Great Organization” has been at the core of the Companys approach to its people.

46) GENERAL

Your directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

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

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

• The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

47) GREEN INITIATIVES

In commitment to keeping in line with the Green Initiative and going beyond it to create new green initiations, an electronic copy of the Notice of the 2 0thAnnual General Meeting of the Company along with a copy of the Annual Report is being sent to all Members whose email addresses are registered with the Company/ Depository Participant(s) and is also available at the Companys website at https://www. abhacast.com

48) ACKNOWLEDGEMENT

Your directors take this opportunity to express their sincere thanks to the Central Government and Governments of various states, Financial Institutions, Bankers and Customers for their co-operation and assistance extended.

Your directors also wish to express their deep appreciation for the integrity and hard work of all the employees of the Company at all levels to cope-up the challenging scenario and strive for the growth of our Company.

The Board also takes this opportunity to express their deep gratitude for the continued co-operation and support received from the shareholders.

	For And On Behalf Of the Board of Directors
	Abha Power and Steel Limited
DATE: 06-09-2025	(ATISH AGRAWAL)	(SATISH KUMAR SHAH)
PLACE:BILASPUR (C.G.)	MANAGING DIRECTOR	WHOLE-TIME DIRECTOR
	DIN-03540841	DIN-02324456