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Ess Dee Aluminium Ltd Directors Report

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Ess Dee Aluminium Ltd Share Price directors Report

Dear Members,

Your directors hereby present their 4th Annual Report together with the Audited Financial Statements for the year ended 31st March, 2025.

Financial Results

During the year under review, performance of your company was as under:

(Rupees in Hundred)

Particulars Year ended 31st March 2025 (Rs.) Year ended 31st March 2024 (Rs.)*
Total Income 390.00 301.00
Profit before finance charges, Tax, Depreciation/Amortization (PBITDA) 31.90 37.10
Less: Finance Charges \u2013 \u2013
Less: Depreciation 28,230.27 28,230.37
Net Profit before Taxation (PBT) (28,198.37) (28,193.17)
Less: Tax Expense 8.35 9.30
Profit/(Loss) after tax (28,206.72) (28,202.47)

State of Companys Affairs and Future Outlook

During the year under review, On Standalone basis the Company has achieved total income of Rs. 0.39 Lacs as against Rs. 0.30 Lacs in the preceding financial year and incurred net loss of Rs. 28.20 Lacs as against a net profit of Rs. 28.20 Lacs in the preceding financial year.

Composite Scheme of Arrangement

The Honble National Company Law Tribunal, Kolkata Bench (NCLT), vide its Order dated June 10, 2025, in Company Petition (CAA) No. 6/KB/2025, read with Company Application (CAA) No. 216/KB/2023, sanctioned a Composite Scheme of Arrangement under Sections 230 to 232 of the Companies Act, 2013, involving the following group entities: Bravo Sponge Iron Private Limited, Shakambhari Ispat & Power Limited, Ess Dee Aluminium Limited, and Metallite Iron Private Limited.

Under the said Scheme, Bravo Sponge Iron Private Limited has been amalgamated with Shakambhari Ispat & Power Limited, which in turn has been amalgamated with Ess Dee Aluminium Limited. Pursuant to the Scheme, all assets, liabilities, contracts, and employees of the transferor companies have vested in the respective transferee companies without any further act or deed, in accordance with applicable provisions of law.

As part of the restructuring, the name of Ess Dee Aluminium Limited shall be changed to Shakambhari Ispat & Power Limited, and the name of Metallite Iron Private Limited (the Company) shall be changed to Ess Dee Aluminium Limited, effective upon completion of post-order statutory formalities and approval of the Registrar of Companies, West Bengal.

Further, the Scheme provides for the transfer and vesting of a capital asset from Ess Dee Aluminium Limited (post-amalgamation, to be renamed as Shakambhari Ispat & Power Limited) to its wholly owned subsidiary, Metallite Iron Private Limited (to be renamed as Ess Dee Aluminium Limited), in accordance with the provisions of Section 47(iv) of the Income Tax Act, 1961.

[Company seal: METALLITE IRON PRIVATE LIMITED]

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METALLITE IRON PRIVATE LIMITED Lachhmanpur, P.O- Ramkanali, P.S- Raghunathpur, Purulia 723142 CIN: U27300WB2021PTC249698, EMAIL ID: compliances.taxwork@gmail.com

The Scheme has become effective and operative from the Appointed Date, i.e., April 1, 2023, and is binding on all the companies involved and their respective stakeholders. As on the date of this Board Report, the process for giving effect to the NCLT Order, including the change of name and share allotment formalities, is underway in compliance with applicable statutory requirements.

*Considering the Appointed Date, the Board has approved and re-adopted the Audited Standalone Financial Statements for FY 2023-24, incorporating the retrospective impact of the Scheme. The figures presented in this Annual Report, including the financial summary, reflect the revised financial statements, ensuring compliance with the NCLT Order and providing a true and fair view of the Companys post-restructuring financial position.

The Board places on record its appreciation for the cooperation and support extended by all stakeholders, professionals, and regulatory authorities in the successful sanction and implementation of the Scheme.

Changes in the Nature of Business, if any

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

Share Capital

The paid-up Equity Share Capital as on 31st March, 2025 was Rs. 1,00,000/-. During the year under review the Company has not issued any shares or any convertible instruments. Neither the Company has issued sweat equity shares, bonus shares, equity shares with differential rights nor the Company has bought back any of its securities during the year under review.

Dividend

With a view to conserve the resources of the company for further investments, your directors do not recommend any dividend.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

Details of Subsidiary, Joint Venture or Associates

Presently, the company does not have any Subsidiary, Associate or Joint Venture and thus no statement has been provided in form no. AOC-1.

Board Meetings

The Company has conducted 4 Board meetings during the financial year under review i.e., on June 12, 2024, August 26, 2024, December 06, 2024 & March 26, 2025.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013, the directors to the best of their knowledge and belief, hereby states that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the directors had 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 as at 31st March, 2025 and of the profit of the Company for that period;

[Company seal: METALLITE IRON PRIVATE LIMITED]

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METALLITE IRON PRIVATE LIMITED Lachhmanpur, P.O- Ramkanali, P.S- Raghunathpur, Purulia 723142 CIN: U27300WB2021PTC249698, EMAIL ID: compliances.taxwork@gmail.com

c) the directors had 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; d) the directors had prepared the annual accounts on a going concern basis; e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. f) the Company being unlisted, sub clause (e) of section 134(5) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company;

Declaration by Independent Directors

The Company was not required to appoint Independent Directors under Section 149(4) and Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014, hence no declaration has been obtained.

Companys Policy on Directors Appointment and Remuneration including criteria for Determining Qualifications, Positive Attributes, Independence of a Director And other Matters Provided Under 178(3) of the Companies Act, 2013

The Company, being a Private Limited Company was not required to constitute a Nomination and Remuneration Committee under Section 178(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Stakeholders Relationship Committee under Section 178(5) of the Companies Act, 2013.

Particulars of Loan, Guarantees and Investments under Section 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, if any, are given in the notes to the Financial Statements.

Particulars of Contracts or Arrangements with Related Parties

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Accordingly, there is no transaction to be reported in Form AOC-2.

Material Changes Affecting the Financial Position of the Company

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate and the date of this report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

In accordance with Rule 8(3) of the Companies (Accounts) Rules, 2014, the required information relating to the Energy Conservation and Technology Absorption does not apply to the Company. The Company has not earned nor incurred any expenditure in foreign currency during the year under review.

Risk Management Policy

The Company does not have any Risk Management Policy as the elements of risk threatening the Companys existence are very minimal.

Corporate Social Responsibility (CSR) Policy

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within ambit of Section 135(1) of the Companies Act, 2013 and hence it is not required to policy on corporate social responsibility.

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METALLITE IRON PRIVATE LIMITED Lachhmanpur, P.O- Ramkanali, P.S- Raghunathpur, Purulia 723142 CIN: U27300WB2021PTC249698, EMAIL ID: compliances.taxwork@gmail.com

Details of Directors and Key Managerial Personnel

During the year under review, there was no Director who was appointed/ ceased/ reelected/ reappointed. The Company is not mandatorily required to appoint any whole time Key Management Personnel (KMP).

Deposits

The Company has neither accepted nor renewed any deposits during the year under review.

Statutory Auditors

Statutory Auditors M/s. ASPA & Co., Chartered Accountants, has tendered their resignation to discontinue as the Statutory Auditor of the Company for the financial year 2024-2025 and further remaining terms of their period. Hence, in order to fill up the casual vacancy, the Company has appointed M/s. N Dokania & Associates, Chartered Accountants as the Statutory Auditor of the Company for the financial year 2024-2025 at the Board Meeting convened on April 16, 2025 in accordance with the provision of the Companies Act, 2013.

Further, the Board of Directors of the Company has recommended the appointment of M/s. N Dokania & Associates, Chartered Accountants, (FRN No. 014403C) as the Statutory auditors of the Company for 5 consecutive years, from the conclusion of ensuing Annual General Meeting till the conclusion of 09th Annual General Meeting of the Company. Accordingly, the Board recommends the resolution in relation to appointment of Statutory Auditors, for the approval by the shareholders of the Company.

There is no qualification, reservation or adverse remark made by the statutory auditors in their report nor have they reported any instances of fraud under Section 143 (12) of the Companies, Act, 2013.

Internal Financial Control System and their Adequacy

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

Disclosure on Employee Remuneration

There is no employee on the payroll of the company at present. Accordingly, disclosures under section 197(12) of the Companies Act, 2013 (as amended) read with Rule 5(2) & 5(3) of the companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 are not applicable to your company.

Disclosure Under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013

The Company provides a safe and conducive work environment to its employees and has adopted a policy on prevention, prohibition, and redressal of sexual harassment at 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. Internal Complaints Committees have been constituted to enquire into complaints, and to recommend appropriate action, wherever required in compliance with the provisions of the said Act.

The details of sexual harassment complaints received and disposed of during the financial year are as follows:

Particulars Number
(a) Number of Sexual Harassment Complaints received during the year NIL

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METALLITE IRON PRIVATE LIMITED Lachhmanpur, P.O- Ramkanali, P.S- Raghunathpur, Purulia 723142 CIN: U27300WB2021PTC249698, EMAIL ID: compliances.taxwork@gmail.com

Particulars Number
(b) Number of Sexual Harassment Complaints disposed off during the year NIL
(c) Number of Sexual Harassment Complaints pending beyond 90 days NIL

The Compliance of the Provisions Relating to The Maternity Benefit Act 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder. All eligible women employees have been extended the benefits under the Act, including paid maternity leave, nursing breaks, and other facilities as prescribed.

Details of significant & material orders passed by the regulators, courts or tribunal

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

Annual Return

Pursuant to Section 92(3), 134(3)(a) of the Act read with the Companies (Management and Administration) Rules, 2014, since the Company does not have any website, it is not required to upload its Annual Return on the website. Further, a copy of Annual Return shall be filed with the Registrar of Companies.

Proceeding under the Insolvency and Bankruptcy Code, 2016

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016, during the year 2024-25 along with their status as at the end of the financial year: None

Settlements with banks or financial institutions

During the year under review, no settlements were made by the company with any banks or financial institutions.

Other Disclosure Requirements

Other Disclosure requirements as specified under different provisions of the Companies Act 2013 or the rules made there under are not applicable to the company for the year under review.

Acknowledgment

Your directors place on records their sincere thanks to bankers, business associates, consultants, and various Government Authorities 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 the Board

[Signature — DEEPAK KUMAR AGARWAL] [Company seal: METALLITE IRON PRIVATE LIMITED] [Signature — SWATI AGARWALA]

Date: 02-08-2025 Place: Kolkata

DEEPAK KUMAR AGARWAL — DIRECTOR — DIN: 00646153 SWATI AGARWALA — DIRECTOR — DIN: 02401879

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3H, 46 Lenin Sarani, Kolkata - 700013 (West Bengal) Phone: +91-7407477492 Email: nvdokanialkol@gmail.com web:

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