Inducto Steel Ltd Directors Report

REPORT OF THE BOARD OF DIRECTORS

Dear Members,

Your Directors have pleasure in presenting the 37^th Annual Report along with the Audited Financial Statements (Consolidated and Standalone) for the year ended March 31, 2025.

1. FINANCIAL RESULTS

Your Companys financial performance for the financial year ended 31^st March 2025, is summarised below:

			(In Lakhs)
	Standalone		Consolidated
Particular	For the financial year ended 31.03.2025	For the financial year ended 31.03.2024	For the financial year ended 31.03.2025	For the financial year ended 31.03.2024
Revenue from operations	15856.71	10,404.84	15856.71	10,404.84
Other Income	37.55	177.82	37.55	177.82
Total Revenue	15894.26	10582.66	15,894.26	10582.66
Cost of raw materials consumed	4642.76	6574.65	4,642.76	6574.65
Purchase of Stock - in - trade	11313.21	3975.29	11.313.21	3975.29
Changes in inventories of finished goods, stock - in - trade, work - in - process	(245.93)	(814.48)	(245.93)	(814.48)
Manufacturing expenses	121.09	133.32	121.09	133.32
Employee benefits expenses	174.92	221.91	174.92	221.91
Finance costs	216.94	356.57	216.94	356.57
Depreciation and amortization expenses	34.11	28.38	34.11	28.38
Other expenses	105.24	81.42	105.24	81.37
Total Expenses	16,362.33	10,557.06	16,362.33	10,557.01
Share of profit/ (loss) from associates	-	-	-	(0.05)
Profit / (Loss) before tax	-468.07	25.60	- 468.07	25.60
Less: Current Tax	-	7.73	-	7.73
Less: Deferred Tax	-96.21	1.73	-96.21	1.73
Profit / (Loss) after tax	-371.86	16.14	-371.86	16.14
Other Comprehensive Income	0.33	0.01	0.33	0.01
Total Comprehensive Income for the year	371.52	16.15	371.52	16.15
Earnings Per Share (Face Value of Rs. 10/- each)
-Basic	(9.26)	0.40	(9.26)	0.40
-Diluted	(9.26)	0.40	(9.26)	0.40

2. PERFORMANCE AND FINANCIAL HIGHLIGHTS

Standalone

For the financial year 2024-25, the Company reported revenues of Rs.15,894.26 lakhs. The operations for the year resulted in a loss before tax of Rs.468.07 lakhs and a loss after tax of Rs.371.86 lakhs.

Consolidated

For the financial year 2024-25, the Company reported revenues of Rs.15,894.26 lakhs. The operations for the year resulted in a loss before tax of Rs.468.07 lakhs and a loss after tax of Rs.371.86 lakhs.

Revenue

The Company reported Revenue of Rs.15,856.71 Lakhs for the financial year 2024-25 in comparison to Rs. 10,404.84 Lakhs for the financial year 2023-24 registering a growth of 52.40% over the previous year.

Finance Cost

Finance cost stood at Rs. 216.94 Lakhs for the financial year 2024-25 in comparison to Rs.356.57 Lakhs for the financial year 2023-24.

Depreciation

Depreciation stood at Rs. 34.11 Lakhs for the financial year 2024-25 in comparison to Rs.28.38 Lakhs for the financial year 2023-24.

3. SEGMENTAL REVIEW

The companys business segments are identified based on the geographic locations of its units and the internal business reporting system as per Ind AS 108. Business segments of the company are primarily categorized as: Mumbai (Trading & Investment) and Bhavnagar (Ship Breaking & Trading).

Segment-wise Standalone Ind AS Financial Results			In Lakhs
Particulars	Mumbai	Bhavnagar	Total
Segment Assets	4,699.59	961.41	5,660.99
Segment Liabilities	1682.59	29.01	1771.60
Revenue from External Source (excluding Inter Segment Revenue)	10400.58	5560.86	15961.45
Segment Results Before Interest and Taxes	(108.59)	(142.54)	(251.13)

4. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, Listing Regulations, the Audited Consolidated Financial Statements for the financial year ended March 31, 2025 forms integral part of the Annual Report.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed report on the Management Discussion & Analysis as required in terms of the SEBI Listing Regulations is provided as a separate section as Annexure A in the Annual Report.

6. CORPORATE GOVERNANCE

A Report on Corporate Governance, in terms of Regulation 34 read with Schedule V of the Listing Regulations, along with a Certificate from Statutory Auditors of the Company, certifying compliance of conditions of Corporate Governance enumerated in the Listing Regulations, is presented as Annexure B of this Report.

7. LISTING ON STOCK EXCHANGE

The Companys shares are listed on BSE Limited.

8. DEPOSITORY SERVICES

The Companys Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result, the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE146H01018. Shareholders are, therefore requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

9. TRANSFER TO RESERVES

The Company has not transferred any amount to the reserves during the financial year under review.

10. DIVIDEND

Your Directors have considered it financially prudent in the long-term interest of the Company to reinvest the profits into the business of the Company, to build strong reserve base, meet the funds requirement and grow the business of the Company. Thus, your Board of Directors regrets their inability to recommend any dividend for the year ended March 31, 2025.

11. CHANGE IN NATURE OF BUSINESS

During the financial year ended March 31, 2025, there was no change in the nature of business of the Company.

12. MATERIAL CHANGES AND COMMITMENTS

Except as disclosed in this Report, there have been no material changes or commitments affecting the financial position of the Company between the close of the financial year under review and the date of this Report.

13. CAPITAL STRUCTURE

The authorized share capital of the Company is Rs. 5,50,00,000/ - (Rupees Five Crore Fifty Lakhs only) divided into 55,00,000 (Fifty-Five Lakhs) equity shares of face value Rs. 10/- each, fully paid up.

As on March 31, 2025, the total paid up equity share capital of the Company was Rs. 4,01,72,540/ - (Rupees Four Crore One Lakh Seventy-Two Thousand Five Hundred and Forty only) consisting of 40,17,254 (Forty Lakhs Seventeen Thousand Two Hundred and Fifty Four) equity shares of face value Rs. 10/- each, fully paid up.

During the year under review, the Company has not issued any shares/ sweat equity shares/ stock options / shares with differential voting rights.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Board Of Directors

During the year under review, there has been no change in the composition of Board of Directors of the Company. As on March 31, 2025 the Board comprises of 4 (four) Directors: -

Sr. No.	Name of Director	DIN	Designation
1.	Mr. Rajeev Shantisarup Reniwal	00034264	Managing Director
2.	Mrs. Sweety Rajeev Reniwal	00041853	Non-Executive NonIndependent Director
3.	Mr. Manohar Hanumants Wagh	02622648	Non-Executive Independent Director
4.	Mr. Tejasbhai Himmatbhai Thakkar	03017277	Non-Executive Independent Director

Number of meetings of the Board of Directors:

During the year under review, 11 (Eleven) Board meetings were convened and held. The details of the meetings of the Board and various Committees of your Company are set out in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Retirement by Rotation and Subsequent Re-appointment:

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and the Articles of Association of the Company, Mrs. Sweety Reniwal (DIN: 00041853), Non-Executive Non-Independent Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible have offered herself for re-appointment.

Re-appointment, Appointment & Resignation:

a) Mr. Manohar Hanumants Wagh (DIN: 02622648) and Mr. Tejasbhai Himmatbhai Thakker (DIN: 03017277) were appointed as an Additional Independent Director of the Company by the Board of Directors with effect from April 1, 2024, subject to the approval of the Gujarat Maritime Board. Their appointment was duly regularized by the shareholders through a postal ballot conducted in June 2024.

b) Mr. Bhushan Bhel (DIN: 03023697) and Mr. Yogesh Thakkar (DIN: 00043588) ceased to hold office as Independent Directors of the Company with effect from March 31, 2024, upon completion of their respective tenures.

Statement Of Declaration By Independent Directors

All the Independent Directors of the Company have given their respective declarations stating that they meet the criteria of Independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an independent director during the year. During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. They have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs (IICA).

The Board opines that all the Independent Directors on the Board possess integrity, necessary expertise and experience for performing their functions diligently.

Key Managerial Personnel

As on March 31, 2025, following were the Key Managerial Personnel (KMP) of your Company in accordance with the provision of Section 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with SEBI (LODR) Regulations, 2015: -

Sr. No.	Name of KMP	Designation
1.	Mr. Rajeev Shantisarup Reniwal	Managing Director
2.	Mr. Nishant Shantisarup Reniwal	Chief Financial Officer

During the year under review, there has been following changes in the Key Managerial Personnel (KMP) of the Company.

• Mr. Dilip Vimal Kaushik resigned from the position of Chief Financial Officer with effect from 31st October, 2024.

• Mr. Nishant Rajeev Reniwal, was appointed as Chief Financial Officer of the Company with effect from 28th January, 2025.

• Ms. Fulvanti Jain tendered her resignation from the position of Company Secretary and Compliance Officer, which became effective from 28^th January, 2025.

Note: Ms. Diana Palia was appointed as the Company Secretary and Compliance Officer of the company with effect from 28^th April, 2025.

15. COMMITTEES OF THE BOARD

As on March 31, 2025, the Board has 4 committee i.e. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee.

Audit Committee:

Audit Committee is constituted as per Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013. Composition of Audit Committee is as per Section 177 (8) of Companies Act, 2013. Composition, terms of reference and details of Meeting of the Committee is explained in detail in the Corporate Governance Part of this Annual Report.

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

Nomination and Remuneration Committee (NRC):

The Board has set up a Nomination and Remuneration Committee in compliance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The composition, quorum, powers, role and scope are in line with the applicable provisions of the Act and SEBI Listing Regulations. Composition, terms of reference and details of Meeting of the Committee is explained in detail in the Corporate Governance Part of this Annual Report.

Stakeholders Relationship Committee (SRC):

The Board has constituted a Stakeholders Relationship Committee According to 178 (5) of the Companies Act 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Composition and terms of reference of the SRC is explained in detail in the Corporate Governance Part of this Annual Report.

Corporate Social Responsibility Committee (CSR):

The Board has constituted Corporate Social Responsibility Committee to comply the Section 135 of the Companies Act, 2013. Composition and terms of reference of which is explained in detail in the Corporate Governance Part of this Annual Report.

16. COMPANY POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee (NRC) has adopted a term of reference which, interalia, deals with the criteria for identification of members of the Board of Directors and selection/ appointment of the Key Managerial Personnel/Senior Management Personnel of the Company. The NRC recommends appointment/Re-appointment of Director based on their qualifications, expertise, positive attributes and independence/ professional expertise in accordance with prescribed provisions of the Companies Act, 2013 and rules framed thereunder and Listing Regulations. The NRC, in addition to ensuring diversity of race and gender, also considers the impact the appointee would have on Boards balance of professional experience, background, viewpoints, skills and areas of expertise. In terms of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, the Board of your Company had, on recommendation of the NRC, adopted a Nomination Policy, which inter alia enumerates the Companys policy on appointment of Directors and KMP. The policy is available on the website of the Company www.hariyanagroup.com.

17. PERFORMANCE EVALUATION OF THE BOARD

In terms of the provisions of the Act, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Nomination Policy of the Company, NRC and the Board have approved a framework, which lays down a structured approach, guidelines and processes to be adopted for carrying out an evaluation of the performance of the Board, its committees and individual Director.

During the year under review, the Board carried out the evaluation of its own performance and that of its committees and the individual Director.

The evaluation process focused on various aspects of the functioning of the Board and its Committees, such as composition of the Board and Committees, attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, experience and competencies, performance of specific duties and obligations, governance issues etc. The Board also carried out the evaluation of the performance of individual directors based on criteria such as contribution of the director at the meetings, strategic perspective or inputs regarding the growth and performance of the Company etc.

Outcome of the Evaluation

Board of Directors:

The Board carried out an annual performance evaluation of the Board, Committees, Individual Directors and the Chairman along with assessing the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The performance evaluation of the Board is carried out taking into account the various parameters like composition of Board, process of appointment to the Board, common understanding amongst Directors of their role and responsibilities, timelines and content of Board papers, strategic directions, advice and decision making, etc. The Board also notes the actions undertaken, pursuant to the outcome of previous evaluation exercises.

The performance evaluation of the Independent Directors was carried out by the entire Board excluding the independent director being evaluated.

The Chairman of the respective Committees shared the report on evaluation with the respective Committee member. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Committees.

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

Committees of the Board:

The Committees self-assessment is carried out based on degree of fulfilment of key responsibilities, adequacy of Committee composition, effectiveness of meetings, Committee dynamics and quality of relationship of the Committee with the Board and the Management.

The Independent Director(s) also evaluated the performance of Non-Independent Directors, the Chairman of the Board and the Board as a whole at the meeting of Independent Director(s) held on February 13, 2025. The outcome and feedback from Directors was discussed at the respective meetings of Board, Committees of Board and meetings of Independent Director.

The overall performance evaluation exercise was completed to the satisfaction of the Board. The Board of Directors deliberated on the outcome and necessary steps will be taken going forward. The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this Annual Report.

18. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards and Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

(ii) 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 as at March 31, 2025 and of the profit and loss of the Company for the financial year ended March 31, 2025;

(iii) proper and sufficient care has been taken 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) the annual accounts have been prepared on a going concern basis;

(v) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively;

(vi) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively.

19. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

Internal financial control systems of the Company are commensurate with its size and nature of its operations. These have been designed to provide reasonable assurance with regard to the orderly and efficient conduct of its business including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information and disclosures.

Systems and procedures are periodically reviewed and these are routinely tested by Statutory as well as Internal Auditors and cover all functions and business areas. The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys risk management policies and systems.

During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

20. AUDITORS AND AUDITORS REPORT

Joint Statutory Auditors

M/s. LLB & Co, Chartered Accountants, Mumbai (ICAI Firm Registration No. 117758W) were appointed as Joint Statutory auditors at the 36^th Annual General Meeting held on September 30, 2024 to hold office for a term of 5 consecutive years i.e. to hold office from the conclusion of 36^th Annual General Meeting until the conclusion of 41^st Annual General Meeting of the Company.

M/s. S. N. Shah & Associates, Chartered Accountants, Ahmedabad, having ICAI Firm Registration No. 109782W, were appointed as one of the Joint Auditors of the Company, at the Annual General Meeting held on September 30, 2022, for a first term of 5 (five) consecutive years i.e. to hold office from the conclusion of 34^th Annual General Meeting until the conclusion of 49^th Annual General Meeting of the Company to be held in the financial year 2027.

Further, both the aforesaid Statutory Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold office as Auditors of your Company.

Observations of Statutory Auditors on Accounts for the year ended March 31, 2025:

There are no observations in the Auditors report for the financial year ended March 31, 2025 therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Fraud Reporting:

During the year under review, there were no instances of material or serious fraud falling under Rule 13(1) of the Companies (Audit and Auditors) Rules, 2014, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit.

21. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the Board of Directors had appointed M/s. Dilip Bharadiya & Associates, Practising Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year ended 31st March, 2025. The Secretarial Audit Report issued by the Secretarial Auditor forms part of this Report and is annexed herewith as Annexure C.

The Secretarial Audit Report confirms compliance with the applicable provisions of the Companies Act, 2013, the Listing Regulations, and other relevant laws applicable to the Company. The Report does not contain any qualification, reservation, or adverse remark, and accordingly, reflects the sound secretarial practices being followed by the Company.

Further, at its meeting held on 30th May, 2025, the Board of Directors has re-appointed M/s. Dilip Bharadiya & Associates, Practising Company Secretaries, to carry out the Secretarial Audit of the Company for a further period of five consecutive financial years, i.e., from F.Y. 2025-26 to F.Y. 2029-30, in order to ensure continuity and consistency in monitoring compliance and governance practices.

22. INTERNAL AUDITORS

Pursuant to provisions of Section 138 of the Companies Act, 2013 the Board on recommendation of the Audit Committee has appointed Mr. Amol Shah, as Internal Auditor of the Company.

23. DETAILS OF SUBSIDIARY/ TOINT VENTURES/ ASSOCIATE COMPANIES

The Company has no subsidiary, associate companies or joint venture companies within the meaning of Section 2(6) and 2(87) of the Act and thus, pursuant to the provisions of Section 129(3) of the Act, the statement containing the salient features of financial statements of the Companys subsidiaries/associate companies in Form AOC-1 is not required to be attached to the financial statements of the Company.

24. DEPOSITS

The Company has not accepted any deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Thus, as on March 31, 2025, there were no deposits which were unpaid or unclaimed and due for repayment, hence, there has been no default in repayment of deposits or payment of interest thereon.

25. PARTICULARS OF LOANS, GUARANTEE & INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 as on March 31, 2025, if any, form part of the Notes to the Standalone Financial Statements provided in this Annual Report.

26. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

As per the provisions of Section 188(1) of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the Listing Regulations, all contracts /arrangements /transactions entered by the Company with Related Parties were in ordinary course of business and at arms length basis.

All Related Party Transactions entered into during the year under review were approved by the Audit Committee and the Board, from time to time and the same are disclosed in the Financial Statements of your Company for the year under review.

Further, pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has, on recommendation of its Audit Committee, adopted a Policy on Related Party Transactions and the said policy is available on the website of the Company i.e. www.hariyanagroup.com.

Further during the year under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

Accordingly, Form AOC-2 prescribed under the provisions of Section 134(3)(h) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014 for disclosure of details of Related Party Transactions which are "not at arms length basis" and also which are "material and at arms length basis", is not applicable to the Company.

27. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under section 197(12) of the Act read with Rule 5(1), 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in the Annexure D in this Report.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure E and is attached to this report.

29. RISK MANAGEMENT

Effective governance and robust risk management are the cornerstones of the Companys sustained performance. The Company has established a comprehensive framework to identify, assess, and manage risks that could materially impact its operations and performance. This framework is supported by standardized policies, strong internal control systems, and rigorous reporting mechanisms, ensuring compliance with applicable laws and regulations while safeguarding stakeholder interests.

The Company is exposed to multiple risks arising from its operating environment:

• Market and Price Risk: The Companys finished products primarily comprise re- rollable scrap generated from ship breaking, the pricing of which is directly linked to market rates of iron and steel. Consequently, fluctuations in the iron and steel market have a direct bearing on the Companys profitability.

• Foreign Exchange Risk: Raw materials (old ships) are procured from the international market on credit terms ranging from 180 to 360 days. To mitigate foreign exchange exposure, the Company follows a policy of full hedging/covering requirements and closely monitors currency movements. Despite these measures, volatility in foreign exchange rates continues to pose a risk.

• Real Estate and Construction Market Risk: The Company has invested surplus funds in a partnership firm engaged in real estate and redevelopment activities. Any fluctuation in this sector could have a financial impact on the Company.

Through its risk management practices, the Company strives to contain risks within its defined risk appetite, safeguard against fraud and damages, and enhance stakeholder value. Based on the assessment of the Board, there are currently no risks which threaten the very existence of the Company.

30. VIGIL MECHANISM

The Vigil Mechanism/Whistle-blower Policy has been approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations which provides a formal mechanism to the employees, business associates and stakeholders of the Company to, inter-alia, report any instances of financial irregularities, breach of code of conduct, abuse of authority, disclosure of financial/ price sensitive information, unethical / unfair actions concerning Company vendors/ suppliers, malafide manipulation of company data/records, actual or suspected fraud or discrimination to the Companys Code of Conduct in an anonymous manner.

The policy of vigil mechanism is available on the Companys website i.e. www.hariyanagroup.com

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status operations of the Company in future.

32. COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

33. ANNUAL RETURN

In terms of Section 92(3) of the Act, the annual return of the Company for the financial year ended March 31, 2025 shall be available on the Companys website www.hariyanagroup.com.

34. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed towards providing a work environment that is professional and mature, free from animosity and one that reinforces our value of integrity that includes respect for the individual. The Company is committed to providing a safe and conducive work environment to all of its employees and associates.

In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has adopted a Policy on Prevention of Sexual Harassment at Workplace. This policy is applicable to all employees, irrespective of their level and it also includes Third Party Harassment cases i.e. where sexual harassment is committed by any person who is not an employee of the Company. The said policy is available on the website of the Company i.e. www.hariyanagroup.com. Internal Complaints Committee have also been set up to redress complaints received regarding sexual harassment.

The Company has not received any complaint of sexual harassment during the financial year 2024-25.

35. CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted Sustainability and Corporate Social Responsibility Committee (CSR Committee). The Board has also approved a CSR policy on recommendations of CSR Committee, which is available on the website of the Company at www.hariyanagroup.com

Further, as per the provisions of Section 135(1) read with Section 135(5) of the Companies Act, 2013, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year shall spend at least two percent of the average net profits of the company made during the three immediately preceding financial years.

Since, the Company does not fall under the criteria given under Section 135(1) of the Companies Act, 2013, the Company was not required to do CSR expenditure during the year under review 2024-25.

36. MAINTENANCE OF COST RECORDS

As per the requirement of maintenance of cost records as specified by the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Company has prepared and maintained cost records.

37. FAMILIARIZATION PROGRAMME

The Company conducts Familiarization Programme for the Independent Directors to enable them to be familiarized with the Company, its management and its operations to gain a clear understanding of their roles, rights and responsibilities for enabling their contribution to the Company. They are provided a platform to interact with multiple levels of management and are provided with all the documents required and/or sought by them to have a good understanding of Companys operations, businesses and the industry as a whole.

Further, when a new Director is inducted on the Board, they are provided with necessary documents/ brochures, reports, internal policies, strategy and such other operational information to enable them to familiarize with the Companys procedures and practices. Site visits to various plant locations are organized for the Independent Directors to enable them to understand and acquaint with the operations of the Company.

Periodic presentations are made at the Board and Committee meetings on business and performance updates of the Company, global business environment, business strategy and risks involved. Detailed presentations on the Companys business segments are made at the separate meetings of the Independent Directors from time to time.

The details of such familiarization programmes for Independent Directors are put up on the Companys website and can be accessed at https:// www.hariyanagroup.com/investor-relations-inducto.html.

38. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Act, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company to the Investor Education and Protection Fund established by Central Government. Details of unpaid and unclaimed amounts have been uploaded on the Companys website.

There were no such funds which were required to be transferred to Investor Education and Protection Fund (IEPF) during the financial year ended March 31, 2025.

39. TRANSFER OF UNDERLYING SHARES TO IEPF

In terms of Section 124(6) of the Act, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred the equity shares in respect of which dividends have remained unclaimed for a period of seven consecutive years to the IEPF Account established by the Central Government. Details of shares transferred have been uploaded on the website of the Company.

40. OTHER DISCLOSURES

In terms of the applicable provisions of the Act and SEBI Listing Regulations, your Company additionally discloses that, during the year under review:

• There is no plan to revise the Financial Statements or Directors Report in respect of any previous financial year.

• The Company has not filed any application for Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), as amended from time to time.

• The Company has not availed one time settlement with respect to any loans from banks or financial institutions.

41. ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere gratitude for the assistance and co-operation received from the financial institutions, banks, Government authorities, business associates and members of the Company and look forward to their continued support in future.

The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Companys executives, staff and workers at all levels. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

On behalf of the Board of Directors
For Inducto Steel Limited
Rajeev Reniwal	Sweety Reniwal
Managing Director	Director
(Din: 00034264)	(Din: 00041853)
Date: May 30, 2025
Place: Mumbai