Ahmedabad Steelcraft Ltd Directors Report

Note: Previous years figures have been regrouped/reclassified wherever necessary to correspond with the current years classification/disclosure.

The Financial Statements of the Company are prepared in accordance with Indian Accounting Standards (IND AS) including the Rules notified under the relevant provisions of the Companies Act, 2013, forms part of the Annual Report and Accounts.

During the financial year ended March 31, 2026, the Company recorded a total income of ?22,127.82 lakhs, as compared to ?17,229.07 lakhs in the previous financial year, reflecting a significant growth in revenue. The Company reported a net profit of ?1,864.34 lakhs for the year under review, as against a net profit of ?1,070.39 lakhs in the preceding year. The improved financial performance demonstrates the Companys continued focus on operational efficiency, business growth, and prudent financial management. Your Board remains committed to making sustained efforts to enhance the overall performance and profitability of the Company in the years ahead.

The Board has not recommended any dividend on equity shares for the financial year 2025-26.

During the period under review. The Board has not proposed to transfer any amount to the General Reserve for FY 2025-26 and the profit for the year has been retained in Other Equity/Retained Earnings, as reflected in the Audited Financial Statements. Further, there has been no delay in transferring any amounts required to be transferred, to the Investor Education and Protection Fund for any year.

During the year under review, there was no change in the Registered Office of the Company. However, the Company shifted its Corporate Office from 16A/2151, 2nd Floor, Sector-16A, Vasundhara, Ghaziabad - 201012, Uttar Pradesh to H-23, First Floor, Sector-63,

Noida, Gautam Buddha Nagar, Uttar Pradesh - 201301. The Board of Directors also approved the maintenance of the Companys books of account and other relevant records at the aforesaid Corporate Office in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

During the year under review, there was no change in the nature of business.

During the year under review, the Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount of principal or interest on deposits was outstanding, unpaid or unclaimed as at March 31, 2026, and there was no default in repayment of deposits or payment of interest thereon. Further, there were no deposits which were not in compliance with the requirements of Chapter V of the Companies Act, 2013.

During the financial year under review, there was no change in the Authorised Share Capital of the Company. The Authorised share capital is ?16,00,00,000 consisting of 1,60,00,000 Equity Shares of ?10/- each.

The Issued, Subscribed and paid-Up Capital of the Company is ?15,09,20,000 consisting of 1,50,92,000 equity Shares of ?10/- each as on March 31, 2026.

The Company had allotted 1,10,00,000 convertible warrants on a preferential basis on 30th September, 2024 at an issue price of ?72/- per warrant, aggregating up to ?79.20 crore, with each warrant convertible into one equity share of face value ?10/- within 18 months from the date of allotment.

Out of the total warrants, 55,50,000 were converted into equity shares on 27th March, 2025 during the previous financial year. During the year under review, the remaining 54,50,000 warrants were converted into an equivalent number of equity shares, and the Company allotted 54,50,000 equity shares on 26th June, 2025. Consequently, all 1,10,00,000 warrants have been fully converted into equity shares.

The Equity Shares of the Company are presently listed and actively traded on the BSE Limited (BSE). The Company has paid the applicable annual listing fees for FY 2025-26.

As at March 31, 2026, 1,49,66,597 equity shares, representing approximately 99.21% of the paid-up equity share capital, were held in dematerialized form through NSDL and CDSL. The balance 1,19,403 equity shares, representing approximately 0.79%, were held in physical form.

During the financial year 2025-26, Company continued to focus on its core business operations and strengthening its operational capabilities. The Company remained engaged in its principal business activities and continued to pursue opportunities for sustainable growth and improvement in operational efficiency. During the year under review, the Company also focused on strengthening its business operations, execution capabilities and overall market presence.

The overall business operations of the Company remained stable during the year, with the management continuing to take appropriate measures to enhance efficiency, optimise resources and pursue new business opportunities. The Company remains committed to sustainable growth and creating long-term value for its stakeholders.

The detailed review of the industry scenario, business environment, operational performance, opportunities, risks and outlook of the Company is provided separately in the Management Discussion and Analysis Report, forming part of this Annual Report as "Annexure-1" and is attached to the report.

The Company does not have any Subsidiary or Joint Venture or Associate Company.

The composition of the Board of Directors of the Company is in compliance with the provisions of the Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Board comprises an optimum combination of Executive, Non-Executive and Independent Directors possessing diverse skills, expertise and experience.

During the financial year under review, the following changes took place in the composition of the Board:

The detailed composition of the Board, category of Directors, their attendance at the meetings of the Board and Committees, along with other disclosures as required under the SEBI Listing Regulations, are provided in the Corporate Governance Report forming part as Annexure-2.

In order to ensure compliance with Section 152 of the Act, Mr. Rohit Pandey (DIN: 03425671) retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. On the recommendation of Nomination and Remuneration Committee, the Board recommends his re-appointment for the approval of the Members at the ensuing 54th Annual General Meeting.

Mr. Rajeev Jain was appointed as an Independent Director of the Company with effect from June 28, 2024 and his appointments as Independent Director were subsequently approved by the Members at the 52nd Annual General Meeting. Further, Mr. Atul Gupta and Mr. Rajkumar were appointed as Additional Directors (Independent Category) with effect from August 30, 2025, and their appointments as Independent Directors were subsequently approved by the Members at the 53rd Annual General Meeting, respectively, for their respective approved terms.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013, read with the Schedules and Rules made thereunder, and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. Further, the Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience, expertise and they hold highest standards of integrity and they have also complied with the requirement relating to registration in the Independent Directors Data Bank maintained by IICA and are also independent of the management of the company.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board or Committee of the Company.

None of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other statutory authority. A certificate from M/s. Nisarg Sharma and Associates, Practicing Company Secretaries, certifying the non-disqualification of directors is forming part of this report as Annexure-B of Corporate Governance Report.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations, the annual evaluation of the performance of the Board, its Committees, the Chairman, Individual Directors and Independent Directors was carried out during the year. The Nomination and Remuneration Committee of the Board evaluates the performance of the Board and provides feedback to the Chairman of the Board. The independent directors had a separate meeting without the presence of any non-independent directors and management, thereby considering and evaluated the Boards, Chairman and other non-independent directors performance and shared their views with the Chairman. The Board had also separately evaluated the performance of the Committees and independent directors without participation of the relevant director. The outcome of the evaluation was found to be satisfactory.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the https://steelcraft.co.in/wp-content/uploads/2019/12/Familiarisation-Programmes-for-Independent-Directors-Ahmedabad.pdf

During the financial year under review, Seven (7) meetings of the Board of Directors were held. The meetings were convened in compliance with the applicable provisions of the Companies Act, 2013, Secretarial Standard-1 and the SEBI Listing Regulations. Details regarding the meetings of the Board, attendance of Directors and related disclosures are provided in the Corporate Governance Report as Annexure-2.

The Board has constituted the mandatory Committees in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, namely:

The composition, terms of reference, meetings and attendance of the Committees are in conformity with the applicable statutory requirements and are provided in the Corporate Governance Report forming as Annexure-2.

The Company has complied with the provisions of Section 203 of the Companies Act, 2013 relating to appointment of Key Managerial Personnel. Further, Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following changes took place in the Key Managerial Personnel ("KMP") of the Company during the financial year under review:

1. Mr. Kiran Yogeshbhai Panchal was appointed as the Company Secretary & Compliance Officer of the Company with effect from May 14, 2025. He subsequently resigned from the said office with effect from November 18, 2025.

2. Mr. Sunil Dutt Pandey was re-designated from Director to Managing Director of the Company with effect from August 30, 2025.

3. Mr. Rohit Pandey was redesignated from Managing Director to Non-Executive Director & Chairman of the Company with effect from August 30, 2025.

4. Mr. Kamlesh Sharma resigned from the office of Chief Financial Officer of the Company with effect from November 11, 2025.

5. Ms. Anuja Jain was appointed as the Company Secretary & Compliance Officer of the Company with effect from January 31, 2026.

6. Ms. Nisha was appointed as the Chief Financial Officer of the Company with effect from February 07, 2026.

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013 with respect to Directors Responsibility Statement, Your Directors confirm that they have:

(i) followed applicable accounting standards, along with proper explanation relating to material departures in the preparation of the annual accounts for the financial year ended on March 31, 2026;
(ii) 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 of the Company for the year under review;
(iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) prepared the annual accounts for the financial year ended on March 31, 2026 on a going concern basis;
(v) had devised proper systems to ensure compliance with the Provisions of all applicable laws and such systems were adequate and operating effectively; and
(vi) Laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. Prateek Gupta & Company, Chartered Accountants (FRN: 016512C), were appointed as Statutory Auditors at the 52nd AGM held on September 30, 2024, to hold office from the conclusion of the 52nd AGM until the conclusion of the 57th AGM.

The Auditors have confirmed that they satisfy the criteria provided under Sections 139 and 141 of the Companies Act, 2013 and are not disqualified from continuing as Statutory Auditors of the Company.

During the financial year 2025-26, no frauds have been reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time).

The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed with the financial statements in this Annual Report.

The provisions relating to maintenance of cost records and cost audit under Section 148 of the Companies Act, 2013 are not applicable to the Company.

The Board of directors have appointed M/s. VARS and Associates (FRN: 013729C) Chartered Accountant, as an Internal Auditor of the Company in their meeting held on May 30, 2026 for the financial year 2026-27.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. SJV & Associates, Practising Company Secretaries, were appointed as the Secretarial Auditors of the Company for the financial year ended March 31, 2026. Due to the non-renewal of the Peer Review Certificate, M/s. SJV & Associates, Practising Company Secretaries are not in a position to continue to act as the Secretarial Auditor of the Company and to conduct the audit for financial year 2025-26. Therefore, M/s. SJV & Associates, Practising Company Secretaries have tendered their resignation as Secretarial Auditor of the Company with effect from closing hours of August 13, 2026.

Due to the casual vacancy caused and on the recommendation of the Audit Committee, the Board of Directors at its meeting held on August 14, 2026, approved the appointment of M/s. Nisarg Sharma & Associates, Practising Company Secretaries, as the Secretarial Auditor of the Company to fill the casual vacancy with effect from August 14, 2026 until the conclusion of the 54th Annual General Meeting and thereby conducting the Secretarial Audit of the company for the financial year 2025-26.

The Secretarial Audit Report in Form No. MR-3 for the financial year ended March 31, 2026, forms part of this Boards Report as "Annexure-6", issued by M/s. Nisarg Sharma & Associates, Practising Company Secretaries. The said Report does not contain any qualification, reservation, adverse remark or disclaimer and, accordingly, no explanation or comments of the Board are required under Section 134(3)(f) of the Companies Act, 2013.

Further, on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on August 14, 2026, approved and recommended the appointment of M/s. Nisarg Sharma & Associates, Practising Company Secretaries, as the Secretarial Auditors of the Company for a term of five (5) consecutive years commencing from the conclusion of the ensuing 54th Annual General Meeting until the conclusion of the 59th Annual General Meeting, subject to the approval of the Members at the ensuing 54th Annual General Meeting.

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Annual Secretarial Compliance Report for the financial year ended March 31, 2026, issued by SJV and Associates, Practising Company Secretary, has been submitted to the Stock Exchange(s) on May 30, 2026. Further, the report does not contain any adverse remarks.

i. the steps taken or impact on conservation of energy: Nil
ii. the steps taken by the company for utilizing alternate sources of energy: None
iii. the capital investment on energy conservation equipments: Nil

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): Nil
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

i. Activities relating the export: Company exports steel related items.
ii. Foreign Exchange Earning: Nil
iii. Foreign Exchange Outgo: Nil

During the financial year ended March 31, 2026, the Company did not grant any loans, provide any guarantees or create any security covered under the provisions of Section 186 of the Companies Act, 2013. The details of investments and other financial assets, as applicable, are disclosed in the relevant Notes to the Standalone Financial Statements.

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 arms length basis or as approved by the Audit Committee/Board in accordance with the requirements of the Companies Act and Listing regulations. These contracts/arrangements/transactions were entered in accordance with the Omnibus approval of the Audit Committee.

The Related Party Transactions entered during the financial year 2025-26 were undertaken in the ordinary course of business and on arms length basis and were approved under the applicable provisions of the Companies Act 2013 and Regulation 23 of SEBI (Listing obligation and disclosure requirements), 2015. The transactions entered during the year under review are disclosed in the relevant Note to the Financial Statements.

Further, with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, as amended from time to time, the Company has a policy on Related Party Transactions which is approved by the Board which inter-alia defines the process for identifying, reviewing,

approving and monitoring of Related Party Transactions. The policy was revised pursuant to the amendment of SEBI Listing Regulations and the same is available on the Companys website at http://www.steelcraft.co.in.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company for FY 2025-26.

Pursuant to the Provisions of Section 134(3) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as at March 31, 2026 is hosted on your Companys website at https://steelcraft.co.in/investor-relations.

No significant or material orders were passed by any Regulator or Court or Tribunal which may impact on the going concern status and the Companys operations in future.

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas/activities as mandated by applicable regulations, which concern the Company and need a closer review. The composition and terms of reference of all the Committees are in compliance with the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as applicable. During the year, all the recommendations made by the respective Committees were accepted by the Board. All observations, recommendations and decisions of the Committees are placed before the Board for information or for approval.

The Company have Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee.

The Board of the Company has constituted an Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

The broad terms of reference of the Audit Committee, inter alia, include the following:

The powers, role and terms of reference of the Audit Committee are in compliance with Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013 as applicable along with other terms as referred by the Board of Directors.

The composition, details of the meeting and attendance of members of the Audit Committee for the year ended on March 31, 2026 are as follows:

The board has reconstituted the committees in their meeting held on August 30, 2025. The following changes have been incorporated in the committees

1. Mr. Rajeev Jain ceased to be the Chairman of the Committee.

2. Mr. Rajeev Singh ceased to be the member of the Committee.

3. Mr. Raj Kumar appointed as member of the Committee.

4. Mr. Atul Gupta was appointed as the member and Chairperson of the Committee.

During the Financial Year 2025-26, the Members of Audit Committee met 5 (Five) times. The necessary quorum was present throughout all the meetings.

The Board of the Company has constituted a Nomination & Remuneration Committee at the Board level. The scope of the activities of the Nomination & Remuneration Committee is in compliance with Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013.

The broad terms of reference of Nomination and Remuneration Committee includes:

payable to Senior Management Personnel, Relatives of Directors, Executive and Non-Executive Directors etc. and recommend to the Board for their approval;

The remuneration paid to the Directors during the financial year was in accordance with the Nomination and Remuneration Policy, the provisions of the Companies Act, 2013 and the approvals of the Board and the Members, wherever applicable.

The composition, details of meeting and attendance of members of the Nomination and Remuneration Committee for the year ended on March 31, 2026 are as follows:

The board has reconstituted the committees in the Board meeting held on August 30, 2025. The following changes have been incorporated in the committees.

1. Mr. Rajeev Singh and Mr. Sunil Dutt Pandey ceased to be the member of the Committee.

2. Mr. Rajeev Jain was appointed as the Chairperson of the Committee.

3. Mr. Rohit Pandey was appointed as the member of the Committee.

During the Financial Year 2025-26, the Members of Nomination and Remuneration Committee met 4 (Four) times. The necessary quorum was present throughout all the meetings:

The Company has in place a Nomination and Remuneration Policy in accordance with the provisions of Section 178 of the Companies Act, 2013 and the SEBI Listing Regulations. The Policy, inter alia, lays down the criteria for appointment, qualifications, positive attributes, independence of Directors, Board diversity, remuneration of Directors, Key Managerial Personnel and Senior Management Personnel, succession planning and performance evaluation. The Policy is available on the Companys website at https://steelcraft.co.in/investor-relations/.

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the annual performance evaluation of the Board, its Committees, individual Directors, the Chairman and the Independent Directors was carried out based on the approved evaluation framework covering, inter alia, composition of the Board and Committees, effectiveness of governance processes, strategic guidance, participation, contribution, oversight, independence and fulfillment of fiduciary responsibilities. The Board was satisfied with the effectiveness of the evaluation process and its outcome.

Your Company has constituted a Stakeholders Relationship Committee ("SRC") pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Stakeholders Relationship Committee is responsible for the satisfactory redressal of investor complaints and recommends measures for overall improvement in the quality of investor services.

The Stakeholders Relationship Committee review, monitor or resolve various issues relating to shareholders/investors including:

The composition, details of meeting and attendance of members of the Stakeholders Relationship Committee for the year ended on March 31, 2026 are as follows:

The board has reconstituted the committees in the Board meeting held on August 30, 2025. The following changes have been incorporated in the committees.

1. Ms. Preeti Punia, Mr. Rajeev Singh and Mr. Rohit Pandey ceased to be the member of the Committee.

2. Mr. Raj Kumar, Mr. Rajeev Jain and Mr. Sunil Dutt Pandey was appointed as the member of the Committee.

During the Financial Year 2025-26, the Members of Stakeholders Relationship Committee met 1 (One) time on February 07, 2026. All the members of the committee were present throughout the meeting.

The Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. Further, the Company has complied with the mandatory requirements as stipulated under the SEBI Regulations as and when applicable from time to time. The Company is regular in submitting and complying with all the mandatory and event-based disclosures and quarterly compliance report to the stock Exchange as per SEBI Regulations within the prescribed time limit.

Pursuant to Regulation 34(2)(e) read with Paragraph B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, the detailed Managements Discussion and Analysis Report is given as an Annexure-1 to this report.

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour. Towards this end, and Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) of the Act and as per Regulation 22 of the SEBI Listing Regulations, the Company has implemented Whistle Blower Policy covering Vigil Mechanism with protective clauses for the Whistle Blowers. The Whistle Blower Policy is disclosed on the Companys website at http://www.steelcraft.co.in/.

The objective of the said policy is to provide a channel to the employees and Directors of the Company and explain them, the detailed process for raising concerns or report any improper activity resulting in violation of Laws, Rules, Regulations or Companys policies, standards, values or code of conduct, insider trading violations etc. by any of the employees, customers, vendors and investors, addressing the concerns and reporting to the Board. The policy allows direct access to the Chairperson of the Audit Committee.

During the financial year ended March 31, 2026, no Whistle Blower complaints were received from the employees and Directors of the Company. Further, no employee or Director was denied access to the Audit Committee or its Chairman.

The Company has complied with the provisions relating to constitution of the Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During FY 2025-26:

(a) Number of complaints pending at the beginning of the financial year - Nil
(b) Number of complaints filed during the financial year - Nil
(c) Number of complaints disposed of during the financial year - Nil
(d) Number of complaints pending as on end of the financial year - Nil

Your Company has distinct and efficient Internal Control System in place. It has a clearly defined organizational structure, manuals and standard operating procedures for its business units and service entities to ensure orderly, ethical and efficient conduct of its business. The Companys internal control system ensures efficiency, reliability, completeness of accounting records and timely preparation of reliable financial and management information. It also ensures compliance of all applicable laws and Regulations, optimum utilization and safeguard of the Companys assets.

Your Company has in place adequate internal financial controls which commensurate with the size, scale and complexity of its operations. These controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance note on Audit of Internal Financial Controls over financial reporting issued by the Institute of

Chartered Accountants of India. Based on the results of such assessments carried out by the management, no reportable or significant deficiencies, no material weakness in the design or operation of any control was observed. Nonetheless, your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, Regular audits and review processes ensure that such systems are re-enforced on an ongoing basis.

There are no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which these financial statements relate and till the date of this report.

The Company has no employees, who draws the remunerations in excess of limits specified in Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act and the Rules framed thereunder is enclosed as Annexure-5 to this report.

Risk management is an ongoing process and your Company has established a comprehensive risk management framework with the vision to integrate risk management with its overall strategic and operational practices in line with requirements as specified in SEBI Listing Regulations. The primary objective is to ensure sustainable and stable business growth supported by a structured approach to risk management. The risk management framework includes designing, implementing, monitoring, reviewing and constantly improving the risk management procedures for the organization.

The Company is prone to various risks such as technological risks, strategic risks, operational risks, health, safety and environmental risks, financial risks as well as compliance & control risks. These risks can have a material adverse impact on the implementation of strategy, business performance, results, cash flows and liquidity, stakeholders value and of course on reputation.

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 Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Companys 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.

In accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has formulated, implemented various policies. All such Policies are available on Companys website (http://www.steelcraft.co.in/) under the Policies sub-caption of the Investor Caption. The policies are reviewed periodically by the Board and updated based on need and requirements.

2015 ("SEBI Listing Regulations"), the Company is required to comply with the Corporate Governance requirements prescribed thereunder.

Pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company is required to comply with the Corporate Governance requirements prescribed thereunder.

The Company has complied with the applicable provisions relating to Corporate Governance under the SEBI Listing Regulations. A detailed Report on Corporate Governance, together with the Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI Listing Regulations, forms an integral part of this Annual Report as Annexure-3.

During the financial year 2025-26, the provisions of Section 135 of the Companies Act, 2013 ("Act"), read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules"), became applicable to the Company, as its net profit during the immediately preceding financial year exceeded the prescribed threshold.

Since the CSR amount required to be spent by the Company towards Corporate Social Responsibility (CSR) activities for FY 2025-26 did not exceed ?50 lakh. Accordingly, the requirement to constitute a CSR Committee was not applicable pursuant to Section 135(9) of the Companies Act, 2013, the constitution of a separate Corporate Social Responsibility Committee was not required. The Act. Accordingly, the functions of the CSR Committee, as prescribed under the Act, are accordingly were discharged by the Board of Directors of the Company.

The Company has undertaken its CSR Pursuant to Section 135(5) of the Act, the Company was required to spend ?7,40,055 towards CSR activities for FY 2025-26. The Company incurred CSR expenditure of ?8,67,500 during the year towards activities covered under Schedule VII of the Act, resulting in excess expenditure of ?1,27,445. The said excess amount shall be set off against the CSR obligation of the immediately succeeding financial year, in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder. CSR Rules.

The Board has duly reviewed and monitored the implementation of CSR activities and utilisation of CSR funds in accordance with the Act and the CSR Rules.

The requisite disclosures relating to the CSR Policy, activities and undertaken, expenditure incurred by the Company during the financial year and other applicable particulars are provided in the Annual Report on CSR in Annexure 4, forming part of this Boards Report.

No Application made or any proceeding pending against the Company under the Insolvency and Bankruptcy code, 2016 as at the end of the financial year 2026.

No such instance of One-time settlement or valuation was done while taking or discharging loan from the Banks/Financial Institutions occurred during the year.

1. The Company has not issued any shares with differential voting rights;

2. There was no revision in the Financial Statements;

3. The Company has not issued any Sweat Equity Shares;

4. The Company is not having any Employee Stock Option Scheme under Section 62(1) of the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

5. The Equity Shares of the Company were not suspended from trading during the year on account of corporate actions or otherwise.

6. The Company has not defaulted in repayment of loans from banks and financial institutions, corporate actions or otherwise.

7. None of the Chairman and Managing Director received any remuneration or commission from any of the companys subsidiaries. Not Applicable.

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 during the year under review.

The Board of Directors would like to express their sincere thanks to all the stakeholders viz. customers, members, dealers, vendors, distributors, agents, banks and other business partners for their patronage and trust reposed in Company for past several years and for their support and cooperation extended from time-to-time. The Board also places on record its sincere appreciation for the enthusiastic and hardworking employees of the Company who dedicatedly work round the year and without which it would not have been possible to achieve the all-round progress and growth of Company.

Registered office: Office No.213, Sakar 5, B/h Natraj Cinema, Off Ashram Road, Ellisbridge, Ahmedabad - 380009 Gujarat