Kalana Ispat Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 13 th Annual Report on the business and operations of the company together with the Audited Financial Statements for the year ended March 31, 2025.

1. BUSINESS OVERVIEW

Our Company is primarily engaged in manufacturing of M.S. Billets and Alloy Steel Billets of various grades. Our manufacturing facility has been duly certified in accordance with international standards of quality management systems such as ISO 2830:2012.

Our Company operates in two major segments, viz. sale of products manufactured by it and sale of services as Job Work segments.

The Corporate Identification Number of our company is L27100GJ2012PLC072306.

2. FINANCIAL HIGHLIGHTS

The Companys financial performance for the financial year 2024-25 along with previous years figures is given hereunder:

PARTICULARS	Amount (in Lakhs)
	March 31, 2025	March 31, 2024
Revenue from Operations	5519.08	7372.64
Other income	90.79	21.83
Total Income	5609.87	7394.47
Purchases	204.74	2058.52
Changes in inventories of Fin Goods, WIP & Stock-in-Trade	22.31	15.17
Employee Benefits expenses	68.73	44.64
Finance Costs	32.31	31.31
Depreciation and amortization expenses	36.43	38.10
Other Expenses	748.36	789.74
Total Expenses	5436.85	7068.76
Profit / (Loss) before tax	173.02	325.71
Income Tax Expense:
Current Tax	51.40	91.79
Deferred Tax	(1.57)	(0.62)
Earlier lncome Tax Written off	2.05	(0.72)
Profit/(Loss) for the year	121.14	235.26
Loss per equity share of face value of Rs. 10/- each	-	-
Basic& diluted loss per equity share	1.14	3.02

3. STATE OF THE COMPANYS AFFAIRS AND FUTURE OUTLOOK

During the year, your Company achieved a revenue from operations of Rs. 5519.08 Lakhs and a net profit after tax of Rs. 121.14 Lakhs for the current Financial Year i.e. 2024-25 as compared to revenue from operations of Rs. 7372.64 Lakhs and a net profit after tax of Rs. 235.26 Lakhs in the previous Financial Year, i.e. 2023-24. These financial results are presented in the Statement of Profit & Loss and are self-explanatory. For a deeper understanding of our business performance, please refer to the Management Discussion & Analysis Report included in the Annual Report. Your directors are hopeful of generating more revenues and focusing further growth in coming years.

4. DIVIDEND

With a view to conserve and save the resources for future prospects of the Company, the Directors have not declared any dividend for the financial year 2024-25.

5. TRANSFER TO RESERVES

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

6. CHANGE IN NATURE OF BUSINESS

The Company has not changed its business or objects and continues to be in the same line of business as per the main objects of the Company.

7. SHARE CAPITAL

a. Authorised Share Capital

The Authorised share capital of the Company is Rs. 13,50,00,000/- divided into 1,35,00,000 equity shares of Rs. 10 each as on Financial Year ended 2024-2025.

b. Issued, Subscribed & Paid-Up Capital

At the beginning of Financial Year 2024-25, the paid up capital of the company stood at Rs. 8,10,11,850 (Rupees Eight Crore Ten Lakhs Eleven Thousand Eight Hundred Fifty) divided into 81,01,185 equity shares of Rs. 10 each.

During the year Company has issued and allotted 49,38,000 Equity Shares of ?10/- each for cash price at a price of ? 66/- per share inclusive of a premium by way of Initial Public Offer on 26 th September, 2024.

Consequently, the Paid-up Capital of the Company is increased to Rs. 13,03,91,850/- divided into 1,30,39,185 Equity Shares of Rs. 10/- each and entire equity shares of the company were listed on Emerge Platform of National Stock Exchange of India Limited w.e.f. 26 th September, 2024.

As on March 31, 2025 the Authorized Share Capital of the Company stood at Rs. 13,50,00,000/- (Rupees Thirteen Crores Fifty lakhs only) divided into 1,35,00,000 (One Crores Thirty-Five Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) each and issued, subscribed and paid-up share capital of your Company stood at Rs. 13,03,91,850 (Rupees Thirteen Crores Three lakhs Ninety One Thousand Eight Hundred Fifty Only) divided into 1,30,39,185 (One Crore Thirty Lakh Thirty Nine Thousand One Hundred Eighty five) Equity Share of Rs. 10/- (Rupees Ten) each.

8. DETAILS OF IPO

The Company has made its public offer of equity shares by way of fresh issue of equity shares in accordance with Chapter IX of the SEBI (ICDR) regulations, 2018 as amended, wherein 49,38,000 equity shares were offered through initial public offer. The public offer was opened on 19 th September, 2024 and closed on 23 rd September, 2024 for all applicants. The 49,38,000 equity shares were offered at an offer price of ?66/- per equity share (including a share premium of ?56/- per equity share). The shares were allotted on 24 th September, 2024 to the respective successful applicants under various categories as approved in consultation with the Authorized Representative of the Designated Stock Exchange viz. National Stock Exchange Limited. The Equity shares of the Company were listed on Emerge Platform of National Stock Exchange of India Limited with effect from 26 th September, 2024. The Companys IPO had received an overwhelming response.

9. DETAILS OF UTILISATION OF FUNDS & STATEMENT OF DEVIATION(S) OR VARIATION(S):

Pursuant to Regulation 32(1) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations/ LODR).

Variation in the amount of object for which fund originally allocated as stated in the prospectus of the Company dated September 12, 2024.

During the reporting period there was Modification in the allocation of funds was approved by the shareholders through a special resolution passed via postal ballot through e- voting concluded on March 19, 2025. Variation in the amount of object for which fund originally allocated as stated in the prospectus of the Company dated September 12, 2024.

The summarised table for utilisation of funds as on 31 st March, 2025 is as follows:

(All amounts in lakhs)

Sr. No. Original Object	Modified Object	Original Allocation	Modified allocation, if any	Funds Utilised till 31s t March, 2025	Funds Utilised as at 31s t March, 2025
1 Capital Expenditure for Installation of 4 MW DC & 3.5 MW AC Ground Mounted Solar Power Plant -TPSAT Structure	Capital Expenditure for Installation of 1.4 MW Ground Mounted Solar Power Plant for existing manufacturing plant and 1MW Ground Mounted Solar Power Plant for the proposed rolling mill as mentioned in object no.02 TPSAT Structure.	2298.75	1103.65	739.41	364.24
2 Capital expenditure for setting up of rolling mill at Survey No. 4 1 Taluka Sanand, Mouje Kalana village Ahmedabad by construction of the industrial Shed, purchase of equipment machineries other assets etc.	Capital expenditure for setting up of rolling mill at Survey No.452 Khata no. 280 Khegariya Taluka Viramgam, District Ahmedabad by construction of the industrial Shed purchase of equipment machineries other assets etc.	799.45	1994.55	572.78	1421.77
3 Issue related expenses	NA	100.00	100.00	100.00	-
4 General corporate purpose	NA	60.88	60.88	57.20	3.68
5 Total	NA	3259.08	3259.08	1469.38	1789.70

10. DETAILS OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the reporting period, the company does not have any holding company or subsidiary company or joint venture.

11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the reporting period, there were certain material events occurred which are mentioned below:

Initiated the process of Raising Funds Through Issuance of Equity shares by way of Initial Public Offer of securities:

During the reporting period, the company has issued and allotted 49,38,000 equity shares of face value of Rs. 10/- through Initial Public Offer at the issue price of Rs. 66/- inclusive of a premium of Rs. 56/-.

The Company listed its securities on Emerge Platform of National Stock Exchange of India Limited on 26 th September, 2024.

12. SECRETARIAL STANDARD

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.

13. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, no funds were required to be transferred to Investor Education and Protection Fund.

14. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which forms the part of the notes to the Financial Statement.

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulation 2015, the Company has formulated a Policy on Related Party Transactions which is also available on Companys Website at

During the year reporting period, contracts or arrangements entered into with the related party, as defined under section 2 (76) of the Companies Act, 2013 were in the ordinary course of business on arms length basis. Details of the transactions pursuant to compliance of section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed herewith in AOC-2 furnished in Annexure-1.

15. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has a structured Risk Management Policy duly approved by the Board of Directors. The Risk Management process is designed to safeguard the Company from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business of the Company. The potential risks are integrated with management process such that they receive the necessary consideration during the decision making. It has been dealt in greater detail in Management Discussion and Analysis Report annexed to this Report

16. INTERNAL FINANCIAL CONTROLS

The Company has laid proper and adequate systems of internal financial control commensurate with the size of its business and nature of its operations with regard to the following:

(i) Systems have been laid to ensure that all transactions are executed in accordance with managements general and specific authorization.

(ii) Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

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(iii) Access to assets is permitted only in accordance with managements general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

(iv) The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.

(v) Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Companys policies.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

17. AUDITORS &THEIR REPORT

> Statutory Auditors

In terms of provisions of Section 139 of the Companies Act, 2013, the Board of Directors of the Company at Board Meeting of the Company held on 12th February, 2024 appointed M/s. Dinesh R Thakkar & Co., Chartered Accountant (Firm Registration No. 102612W) as Statutory Auditors of the Company to hold the office till the ensuing annual general meeting of the Company.

The members of the Company pursuant to the recommendation the Board of Directors; had at the 12th Annual General Meeting held on 9th September 2024, appointed M/ s. Dinesh R Thakkar & Co., Chartered Accountant (Firm Registration No. 102612W), as the Statutory Auditors of the Company for the period of five years till the conclusion of 17th Annual General Meeting of the Company to be held in the Year 2029.

Further the report of the Statutory Auditors along with notes to Schedules is enclosed to this report. There were no observations or qualifications, or remarks made by the Statutory Auditors in their report for the financial year ended 31 March 2025.

> Cost Audit

The Company is maintaining cost records as prescribed under the Companies (Cost Records and Audit) Rules, 2014, pursuant to Section 148(1) of the Companies Act, 2013, as amended from time to time. The records are made and maintained as applicable to the nature of the Business of the Company. However, the provisions relating to cost audit is not applicable to the Company for the financial year 2024-25.

> Secretarial Audit

In terms of the provision of the Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/ s Sumit Bajaj & Associates, a peer reviewed Practicing Company Secretaries as Secretarial Auditor of the Company for the Financial Year 2024-25.

In accordance with the provisions of Section 204 of the Act, Sumit Bajaj & Associates conducted the secretarial audit for the financial year ended 31 March 2025. The Secretarial Audit Report issued by the Secretarial Audit in Form MR-3 is attached as Annexure C and forms part of the Directors Report. There are no qualifications or remarks.

> Internal Audit

In terms of the provision of the Section 138 of the Companies Act, 2013 read with the Rule 13 of the Companies (Accounts) Rules, 2014, the Board had appointed M/s Chintan Parikh & Co, Chartered Accountants (M. No. 132316) as Internal Auditor of the Company for the financial year 2024-2025 on 31st March, 2025.

The Report of the Internal Auditors is reviewed by the Audit Committee.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the reporting period, the Board of the Directors is duly constituted. Following are the details of Directors of the Company as on 31 st March, 2025:

Sr. No. Name of Director	Designation	D p ;e\u201e i \u201e. me \u201eo f	Date of Cessation (If Any)
1 Varghese Joseph Pottakerry	Managing Director	15/10/2012	-
2 Aftabhusenhusen S Khandwawala	Director	15/10/2012	-
3 Gurubaxsing Jamiatsing Ba gg a	Non-Executive Director	15/10/2012	-
4 Rachna Sandeep Luthra	Independent Director	17/06/2024	-
5 Nishant Bali	Independent Director	28/12/2023	-

Following are the details of Key Managerial Personnel (KMP) of the Company as on 31 st March, 2025:

Sr. No. Name of Director	Designation	Date of Appointment	Date of Cessation (If Any)
1 Manoj Gopinathan Pillai	Chief Financial Officer	17/06/2024	-
2 Manishi Jain	Company Secretary	20/01/2024	-

Changes in the Board Composition during the relevant period:

I. Mrs. Sahistabanu Sajitmiya Thakor, Independent Director of the Company has been resigned from the company dated on 17th June, 2024.

II. Mrs. Rachna Sandeep Luthra has been appointed as the Independent Director of the Company dated on 17th June, 2024.

III. Mr. Aftabhusenhusen S Khandwawal, Chief Financial Officer of the Company has been resigned from the company dated on 17th June, 2024.

IV. Mr. Manoj Gopinathan Pillai has been appointed as the Chief Financial Officer of the Company dated on 17th June, 2024.

Retirement by Rotation:

Mr. Gurubaxsing Jamaitsing Bagga (DIN: 06391512), Non-Executive Director of the company, who retires by rotation in accordance with the provisions of Section 152 of the Companies Act, 2013 at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The detailed profile of Mr. Guubaxsing Jamaitsing Bagga has been included in the Notice convening the ensuing AGM.

The Company has received consent in writing to act as director in Form DIR-2 and intimation in Form DIR-8 pursuant to Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014 to the effect that they are not disqualified under section (2) of section 164 of the Companies Act, 2013. The Board considers that his association would give immense benefit to the Company and it is desirable to avail his services as Directors. Accordingly, the Board recommends the resolution related to the appointment of above directors for the approval of shareholders of the company.

19. COMMITTEES OF THE BOARD

The Company has duly constituted and reconstituted the following statutory Committees in terms of the provisions of the Act read with relevant rules framed thereunder during the reporting period and up to the date of this report:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

> Audit Committee

The Audit Committee comprises of three (3) members, two (2) of them are independent non-executive directors and one (1) is executive director. The Committees composition and terms of reference meet with requirements of Section 177 of the Companies Act, 2013 and Listing Regulations. Members of the Audit Committee possess financial/accounting expertise/exposure.

Composition of the Audit Committee

The committee comprises the following directors as on 31st March, 2025:

Name	Designation	No. of meeting(s) attended
Nishant Bali	Chairman, Independent Director	6
Rachna Sandeep Luthra	Member, Independent Director	6 (Appointed on 17.06.2024)
Varghese Joseph Pottakerry	Member, Managing Director	6

*Mrs. Sahistabanu Sajitmiya Thakor have resigned from the post of Independent Director as on 17 June, 2024.

All the members of the Committee have accounting and financial management expertise. The Company Secretary is the secretary to the committee.

The Audit Committee has been authorized to look after the following major functions:

i. To recommend for appointment, remuneration and terms of appointment of auditors of the company;

ii. To review and monitor the auditors independence and performance, and effectiveness of audit process;

iii. To examine the financial statement and the auditors report thereon;

iv. To approve or any subsequent modification of transactions of the company with related parties;

v. To conduct scrutiny of inter-corporate loans and investments;

vi. To evaluate undertakings or assets of the company, wherever it is necessary;

vii. To evaluate internal financial controls and risk management systems;

viii. To monitor the end use of funds raised through public offers and related matters.

ix. To call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and to discuss any related issues with the internal and statutory auditors and the management of the company.

x. To investigate into any matter in relation to the items specified in or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company.

The Audit Committee functions in accordance with the terms of reference specified by the Board of Directors and ensures the integrity of the Companys financial reporting process, compliance with legal and regulatory requirements, and the adequacy of internal control systems.

During the financial year 2024-2025 Six (6) meeting of Audit Committee were held as under:-

?€? 17.06.2024

?€? 02.09.2024

?€? 06.09.2024

?€? 14.11.2024

?€? 07.02.2025

?€? 31.03.2025

> Nomination and Remuneration Committee

The Nomination & Remuneration Committees composition meets with the requirement of section 178 of the

companies Act, 2013 and of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Members of the Nomination & Remuneration Policy possess sound knowledge/expertise/exposure.

Composition of the Nomination and Remuneration Committee

The committee comprises the following directors as on 31st March, 2025:

Name	Designation	No. of meeting(s) attended
Rachna Sandeep Luthra	Chairperson ,Independent Director	2 (Appointed w.e.f 17.06.2024)
Sahistabanu Sajitmiya Thakor	Chairperson, Independent Director	1 (Resignation w.e.f 17.06.2024)
Nishant Bali	Member, Independent Director	3
Gurubaxsing Jamiatsing Bagga	Member, Non-Executive Director	3

The Committee has been authorized to look after following major functions:

1. To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every directors performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

3. To ensure that?€”

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

(d) The policy so framed by the said Committee shall be disclosed in Boards Report to shareholders.

During the financial year 2024-25 Three(3) meeting of Nomination Remuneration Committee were held as under:-

?€? 09.04.2024

?€? 17.06.2024

?€? 07.02.2025

> Stakeholders Relationship Committee

The Stakeholders Relationship Committee meets with the requirement of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Stakeholders Relationship Committee is mainly responsible to review all grievances connected with the Companys transfer of securities and Redressal of shareholders / Investors / Security Holders Complaints.

Composition of the Stakeholders Relationship Committee

The committee comprises the following directors as on 31st March, 2025:

Name	Designation	No. of meeting(s) attended
Rachna Sandeep Luthra	Chairperson , Independent Director	1 (Appointed on 17.06.2024)
Nishant Bali	Member, Independent Director	1
Gurubaxsing Jamiatsing Bagga	Member, Non-Executive Director	1
*Mrs. Sahistabanu Sajitmiya Thakor	have resigned from the post of Independent Director as on 17 June, 2024.

During the financial year 2024-2025 One (1) meeting of Stakeholders Relationship Committee were held as under:

?€? 02.09.2024

20. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts for the year ended 31 st March, 2025, 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 at the end of the financial year and of the profit and 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 had prepared the annual accounts on a going concern basis; and

(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.

21. DETAILS OF MEETINGS OF BOARDS

The Board of the company regularly meets to discuss various business opportunities. Additional Board Meetings are convened as and when required to discuss and decide on various business policies, strategies and other businesses.

During the reporting period, The Board of directors duly met 13 (Thirteen) times and in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the minutes book maintained for the purpose, details of which are given below:

?€? 09-04-2024

?€? 17-06-2024

?€? 02-09-2024

?€? 06-09-2024

?€? 07-09-2024

?€? 24-09-2024

?€? 14-10-2024

?€? 14-11-2024

?€? 31-01-2025

?€? 07-02-2025

?€? 17-02-2025

?€? 12-03-2025

?€? 31-03-2025

The attendance of the Directors at the above mentioned board meetings and the 12th AGM are listed below:

Sr. No. Name of Director	Board Meeting Number of Meeting attended	Attendance at the 12th AGM
1 Varghese Joseph Pottakerry	13	Present
2 Aftabhusenhusen S Khandwawala	13	Present
3 Gurubaxsing Jamiatsing Bagga	13	Present
4 Rachna Sandeep Luthra	12	Present
5 Nishant Bali	13	Present
6 Sahistabanu Sajitmiya Thakor	1	Absent

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 on Monday, 17 th February, 2025 at Registered office of the Company (cum video conferencing) at C 918 Venus Startum Nr Jhansi ki Ran, Nehrunagar, Azad Society, Ahmedabad, Ahmedabad, India, 380015 to evaluate their performance.

22. DECLARATION BY INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(6) of the Companies Act, 2013, and the rules made thereunder, the Company has received declarations from the following Independent Directors confirming that they meet the criteria of independence as prescribed under the Act and are not disqualified from continuing as Independent Directors of the Company:

Ms. Rachna Sandeep Luthra- Independent Director Mr. Nishant Bali- Independent Director

These declarations confirm that they are independent of the management and possess the requisite integrity, expertise, and experience to serve on the Board as Independent Directors. The Board of Directors places on record its deep appreciation for the valuable contributions made by the Independent Directors in guiding the Company towards sustained growth and governance excellence.

23. EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In compliance with the provisions of the Act, and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the performance evaluation was carried out as under:

Board

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of Board, having regard to various criteria such as Board Composition, Board processes, Board dynamics, etc. The Independent Directors at their spate meeting also evaluated the performance of Board as whole based on various criteria. The Board and the Independent Directors were of the view that performance of the Board of Directors as whole was satisfactory.

Committees of the Board:

The performance of Audit Committee, Nomination and Remuneration Committee, the Stakeholders Relationship Committee, was evaluated by the Board having regard to various criteria. The Board was of the view that all the committees were performing their functions satisfactorily.

Individual Directors

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance

of each director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters.

Independent Directors, at their separate meeting, have evaluated the performance of Non independent Directors and the Board as a whole; and of the Chairman of the Board, taking into account the views of other Directors; and assessed the quality, quantity and timeliness of flow of information between the Companys Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Board and the Independent Directors were of the view that performance of the all the Directors as a whole was satisfactory.

The evaluation framework for assessing the performance of the Directors includes the following broad parameters:

> Relevant expertise;

> Attendance of Directors in various meetings of the Board and its Committees;

> Effective participation in decision making process;

> Objectivity and independence;

> Level of awareness and understanding of the Companys business;

> Professional conduct of the directors in various meetings of the Board and its committees;

> Compliance with the Code of Conduct of the Company;

> Ability to act in the best interest of the Company.

24. VIGIL MECHANISM POLICY

The Company has also established a Vigil Mechanism Policy, which provides a framework for directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud, or violation of the Companys code of conduct or ethics policy. The mechanism provides adequate safeguards against victimization of persons who use such a mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases.

The Audit Committee oversees the functioning of this Vigil Mechanism and ensures that all reported concerns are appropriately investigated and addressed.

The Board of Directors is committed to maintaining the highest standards of transparency and integrity and will continue to ensure that these principles are upheld.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the reporting period, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations.

26. DEPOSITS

During the reporting period, Company has not invited, accepted or renewed any deposit from the public in terms of the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules made there under. Accordingly, the requirement to furnish details relating to deposits covered under Chapter V of the Companies Act, 2013 does not arise.

27. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

During the financial year 2024-25, the Company has not given any security or guarantees under the provisions of Section 186 of the Act. The details of Loans and advances are provided in the Notes to the Standalone Financial statements for the financial year ended 31 March 2025.

28. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 (the Act) and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return is available on the Companys website. Stakeholders can access the detailed extract of the Annual Return for the financial year at the following link:

29. CORPORATE SOCIAL RESPONSIBILITY

As the provisions of Section 135 are not applicable, the Company has not made any policy on the corporate social responsibility.

30. CORPORATE GOVERNANCE REPORT

Our Company, Kalana Ispat Limited has listed its specified securities on Emerge platform of National Stock Exchange of India Limited which falls under the ambit of exemption provided to SME listed companies, therefore the compliance with the Corporate Governance provision specified in the applicable Regulation shall not be applicable to the Company.

31. MANAGEMENT, DISCUSSION AND ANALYSIS REPORT

The Management, Discussion and Analysis Report for the Financial Year 2024-25 as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report as Annexure-2.

32. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under consideration, Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company under section 143(12) of the Companies Act, 2013.

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

(a) Conservation of energy

(i) the steps taken or impact on conservation of energy	Since the Company does not fall under any of the industries covered by the Companies (Accounts) Rules,
(ii) the steps taken by the company for utilizing alternate sources of energy	2014. Hence, the requirements of disclosure in relation to the Conservation of Energy and Technology Absorption
(in) the capital investment on energy conservation equipments	are not applicable to it.

(b) Technology absorption

(i) the efforts made towards technology absorption	Since the Company does not fall under any of the industries covered by the Companies (Accounts) Rules, 2014. Hence, the requirements of disclosure in relation to the Conservation of Energy and Technology Absorption are not applicable to it.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution
(in) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported
(b) the year of import;
(c) whether the technology been fully absorbed
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv) the expenditure incurred on Research and Development	NIL

(c) Foreign exchange earnings and Outgo

Earnings in Foreign Currency	NIL
Expenditure in Foreign Currency	NIL

34. HUMAN RESOURCES

The Management has healthy relationship with the officers and the Employee.

35. PARTICULARS OF EMPLOYEES PURSUANT TO THE SECTION 197 (12) OF COMPANIES ACT AND RULE 5(1), 5(2) AND 5(3) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name of the Director	Ratio
Varghese Joseph Potterterly	1.49:1
Aftabhusen S Khandwawala	NA
Gurubaxsing Jamiatsing Bagga	NA
Rachna Sandeep Luthra	NA
Nishant Bali	NA

Note: Median remuneration of the employees and remuneration of Varghese Joseph Potterterly includes fixed CTC only.

2. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Name of the Director	Designation	Percentage Increase
Mr. Varghese Joseph Potterterly	Managing Director	380%
Mr. Aftabhusen S Khandwawala	Director
Mr. Gurubaxsing Jamiatsing Bagga	Non-Executive, NonIndependent Director
Ms. Rachna Sandeep Luthra	Non-Executive, Independent Director
Mr. Nishant Bali	Non-Executive, Independent Director
Mr. Manoj Gopinath Pillai	Chief Financial Officer
Ms. Manishi Jain	Company Secretary	0.00%

3. The percentage increase in the median remuneration of employees in the financial year: 30.98% (excluding variable pay)

4. The number of permanent employees on the rolls of Company as on 31st March 2025: 15 employees.

5. For FY 2024-25, the average annual increase in the remuneration of employees (excluding the remuneration of managerial personnel) was 30.98% (excluding variable pay) and for the managerial remuneration was 271% (excluding variable pay).

6. The remuneration paid to the Directors, KMPs and other employees is as per the Nomination and Remuneration Policy of the Company.

Statement of Particulars of Employees pursuant to the Section 197 (12) of Companies Act and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a) Details of the employees employed throughout the Financial Year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore rupees and two lakh rupees.

Nil

b) Details of the employees employed for a part of the Financial Year and was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month;

Nil

c) If employed throughout the Financial Year or part thereof and was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

Nil

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy for the prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act, 2013"). Internal committees have been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the reporting period, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Number of complaints of sexual harassment received in the year	NIL
Number of complaints disposed off during the year	NIL
Number of cases pending for more than ninety days	NIL

37. POLICY FOR PREVENTION OF INSIDER TRADING

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 came into effect from May 9, 2023 to put in place a framework for prohibition of insider trading in securities and to strengthen the legal framework thereof. Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("Code of Fair Disclosure") of the Company. The Code of Fair Disclosure is available on the website of the Company

Further, pursuant to Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of Conduct for Prevention of Insider Trading. The Code lays down guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company and cautioning them on the consequence of non-compliances. The Company Secretary has been appointed as a Compliance Officer and is responsible for monitoring adherence to the Code. The code of conduct to regulate, monitor and report trading by insiders is also available on the website of the Company

38. APPLICATION/PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the reporting period, no application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

39. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF:

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 under rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 are not applicable to the Company during the reporting period.

40. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company affirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Company is committed to fostering a supportive and inclusive work environment, and ensures that all relevant policies and practices are regularly reviewed and aligned with the applicable statutory requirements.

41. WEBSITE DISCLOSURE

The Company maintains an updated website at which serves as a comprehensive resource for stakeholders, including shareholders, investors, and the general public. The website contains important information about the Companys operations, corporate governance policies, financial reports, statutory filings, and other relevant details.

42. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions on these items during the reporting period:

(a) Issue of Equity shares with differential rights as to dividend, voting or otherwise.

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

(c) 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.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the dedicated efforts and commitment of the employees of the Company at all level. Their contribution has been integral in enabling the Company to overcome the challenges and achieve its objectives. The Board also acknowledges the continued support received from the Companys bankers and extends its gratitude to all stakeholders, including the vendors, customers, auditors, consultants, financial institutions, government bodies, dealers, and other business associates for their cooperation and support. The Board also deeply recognises the trust and confidence placed by the consumers of the Company and the Members.

For Kalana Ispat Limited

Varghese Joseph Pottakerry	Aftabhusenhusen S Khandwawala
Managing Director	Director
DIN: 02771578	DIN: 02771726
Date: 27.08.2025
Place: Ahmedabad