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Pradeep Metals Ltd Directors Report

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Pradeep Metals Ltd Share Price directors Report

Your Directors are pleased to present the Forty Third Annual Report together with the Audited Financial Statements for the year ended March 31, 2026.

1. FINANCIAL RESULTS:

The Companys standalone financial performance for the year ended March 31, 2026, is summarized below:

(Rupees in Lakhs)

Year Ended 31.03.2026 31.03.2025
Total Income 33,030.79 29,953.39
Profit before Depreciation and Taxes 4,312.74 3,869.22
Less: Depreciation & amortization expenses 877.21 802.40
Profit before taxes 3,435.53 3,066.83
Less: Provision for taxes 902.79 752.26
Profit after tax for the year 2,532.74 2,314.56
Other Comprehensive Income (Net of Taxes) (7.60) (42.49)
Total Comprehensive Income 2,525.14 2,272.07

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS:

The Company has achieved Revenues from Operations and Other Income of Rs. 33,030.79 Lakhs during the Financial Year ended March 31, 2026, an Increase of 10.27% over the previous year. Profit before Taxes for the year have Increased by 12.02% and Profit after Taxes Increased by 9.43% during the year.

The consolidated Income of the Company is Rs. 34,074.43 Lakhs in the current year as compared to Rs. 31,706.60 Lakhs in the previous year, i.e. an Increase of 7.47%. The consolidated Profit before Taxes for the current year is Rs. 3,958.67 Lakhs as compared to Rs. 3,486.37 Lakhs in the previous year,

i.e. an Increase of 13.55%. The consolidated Profit after Taxes for the current year is Rs. 3,033.72 Lakhs as compared to Rs. 2,717.37 Lakhs in the previous year, i.e. an Increase of 11.64%.

The performance of the Company has improved compared to the previous year, driven by the addition

of new customers, a diversified product mix, cost optimization measures, and effective management control.

Further, the Board has recently approved an investment of up to Rs. 250 Crores for setting up a Greenfield Manufacturing Facility at Butibori, Nagpur aimed at catering to the rapidly growing global demand for defense equipment arising from evolving geopolitical dynamics (with a particular focus on precision-engineered defense components such as artillery shell casings that require high-quality forging).

Europes decision to materially enhance defense spending, coupled with Indias expanding defense cooperation arrangements with European nations, is expected to create sustained export opportunities for Indian manufacturers. In this context, Indias emergence as a reliable, cost-competitive, and strategically aligned

The Company has achieved Revenues from Operations and Other Income of Rs. 33,030.79 Lakhs during the Financial Year ended March 31, 2026, an Increase of 10.27% over the previous year. Profit before Taxes for the year have Increased by 12.02% and Profit after Taxes Increased by 9.43% during the year.

The consolidated Income of the Company is Rs. 34,074.43 Lakhs in the current year as compared to Rs. 31,706.60 Lakhs in the previous year, i.e. an Increase of 7.47%. The consolidated Profit before Taxes for the current year is Rs. 3,958.67 Lakhs as compared to Rs. 3,486.37 Lakhs in the previous year, i.e. an Increase of

relevant Accounting Standards issued by the Institute of Chartered Accountants of India and forms part of this Report.

The WOS is engaged in trading of the products manufactured by the Company. The WOS is also engaged in the agency business for marketing of the products of the Company in the international market.

The Company doesnt have any Joint Venture or Associate Company.

As required by the Companies (Accounts) Rules, 2014, a report on performance and financial position of each of the subsidiaries, included in the Consolidated Financial Statements, is annexed to this Report as Annexure A (Form No. AOC-1).

3. DIVIDEND:

The Directors have recommended a Final Dividend of 25% i.e., Rs. 2.50 per Equity Share of Rs. 10/- each for the Financial Year ended March 31, 2026 at the Board Meeting held on May 16, 2026.

The declaration of dividend is in accordance with the Companys Dividend Distribution Policy which is available on the Companys website and can be accessed at

4. TRANSFER TO RESERVES:

No amount has been transferred to the General Reserve.

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

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

6. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

Managements Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the Amended Listing Regulations), forms part of this report.

including those of the BSE Limited, Securities and Exchange Board of India, the National Company Law Tribunal, Mumbai Bench (NCLT) and other regulatory authorities, as applicable.

The Amalgamation of the Transferor Company with the Transferee Company is sought to achieve simplification of the group structure and better utilization of resources of both the Companies.

There is no cash consideration involved in the scheme. Based upon the Share Exchange Ratio Report, the Fairness Opinion and the recommendations received from the Independent Directors Committee and the Audit Committee, the Board has approved the Scheme for the transfer and vesting of NCPL into the Company, in consideration for which the Company will issue and allot to the Shareholders of NCPL its Equity Shares of the face value of Rs. 10 (Rupees Ten only) each, credited as fully paid up in the Company, without any further act or deed, due to operation of law and upon this Scheme becoming effective.

Honble NCLT has, vide order dated April 8, 2026, dispensed with the requirement for convening the Meeting of Unsecured Creditors of the Company. It

Apart from adding new business, this has helped the Company to serve the customers falling in different time zones with faster response and service.

The SDS has been engaged in manufacturing, trading and warehousing of components for Engineering industry in USA market.

The total income of the WOS and the SDS was Rs. 3,162.98 Lakhs (USD 3.559 Million) and Rs. 3,105.60 Lakhs (USD 3.495 Million) for the current year as compared to Rs. 2,896.59 Lakhs (USD 3.423 Million) and Rs. 3,371.84 Lakhs (USD 3.985 Million) for the previous year, respectively. The combined profit before Taxes of both the Subsidiaries amounted to Rs. 363.66 Lakhs (USD 0.409 Million) for the year as compared to Rs. 461.88 Lakhs (USD 0.524 Million) in the previous year.

During the year, the WOS has also earned the Agency Commission income of Rs. 688.34 Lakhs (USD 0.778 Million) as compared to Rs. 593.61 Lakhs (USD 0.705 Million) during the previous year.

10. CREDIT RATING:

Material Subsidiaries:

Pursuant to amended Regulation 16(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Material Subsidiary means a Subsidiary whose income or net worth exceeds ten percent of the consolidated income or net worth, respectively, of the Company and its Subsidiaries in the immediately preceding accounting year.

The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time. The Policy has been uploaded on the Companys website .

Pradeep Metals Limited, Inc., Houston, USA, a Wholly Owned Subsidiary and Dimension Machine Works LLC, Wholly Owned Step-Down Subsidiary fall under the definition of Material Subsidiaries as mentioned above.

9. DEPOSITS:

The Company has neither invited nor accepted any fixed deposits from the public and hence, no amount of principal or interest was outstanding in respect thereof on

7. SCHEME OF ARRANGEMENT:

The Board of Directors at their Meeting held on March 3, 2025, based on the recommendations of the Independent Directors Committee and Audit Committee, has considered and approved a Scheme of Amalgamation of Nami Capital Private Limited (NCPL or Transferor Company) with Pradeep Metals Limited (PML of Transferee Company or the Company) and their respective Shareholders (the Scheme) presented under Sections 230 to 232 read with Section 66 and other relevant provisions of the Companies Act, 2013 (the Act) and the Rules framed thereunder.

The Transferor Company is engaged mainly in the business of (i) trading in steel metals and (ii) trading and investing in quoted and unquoted securities.

The Scheme is subject to receipt of approvals of Shareholders and Creditors of the Companies involved and approval of other regulatory authorities as may be required,

has ordered the Company to convene a Shareholders Meeting, which is being convened on Friday, June 12, 2026.

The Scheme of Amalgamation along with relevant documents have been uploaded on the Companys website at

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has one Wholly Owned Subsidiary, namely Pradeep Metals Limited, Inc., Houston, USA (WOS) and one Wholly Owned Step-Down Subsidiary, namely Dimensional Machine Works LLC, Houston, USA (SDS). The financials of both the Subsidiaries are included in the Consolidated Financial Statements which are prepared in accordance with the

The Companys financial discipline and prudence is reflected in the credit ratings ascribed by the rating agency as

given below:

Rating Agency CRISIL Limited

11. SHARE CAPITAL:

During the year under review, there was no change in the Companys Issued, Subscribed and Paid-up Equity Share Capital which consisted of 1,72,70,000 Equity Shares of Rs. 10/- each as on March 31, 2026. The Company has issued only one class of Equity Shares and it has not issued Shares with differential rights.

The Company has not issued any Equity Shares under Sweat Equity Share Capital or Employee Stock Option Scheme.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2026, the Company has Eight (8) Directors consisting of Four (4) Independent Directors (of which one is Woman Director), One (1) Executive Director and Three (3) Non-Executive Non-Independent Directors (of which one is Woman Director).

Re- appointment:

15. a) DECLARATION BY INDEPENDENT DIRECTORS:

• The Company has received declarations from all Independent Directors of the Company, confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and the Listing Regulations.

• In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are

1. In accordance with the provisions of Section 152(6) of the Companies Act, 2013 (the Act), Dr. Kewal Krishan Nohria (DIN: 00060015), Non-Executive Non-Independent Director, retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, has offered himself for re-appointment. Details of his background are given in the Corporate Governance

Report, which forms part of this Annual Report.

Chairman and Managing Director of the Company for a further period of three (3) years, commencing from December 17, 2026 and ending on December 16, 2029, subject to the approval of the Shareholders at the ensuing Annual General Meeting.

Mr. Pradeep Goyal attained the age of seventy years on November 20, 2025. Accordingly, pursuant to the

not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties as Independent Director.

• On the basis of declarations received from all Independent Directors and after undertaking a due assessment of the veracity of the same, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the Management.

2. The present term of Mr. Pradeep Goyal (DIN: 00008370) as the Chairman and Managing Director of the Company is due to expire on December 16, 2026. Considering his satisfactory performance and the significant growth achieved by the Company under his leadership, it is proposed to re-appoint him as the

Key Managerial Personnel:

provisions of Section 196(3)(a) of the Companies Act, 2013, read with the applicable provisions of the Act and the Rules made thereunder, approval of the Shareholders by way of a Special Resolution is being sought for his continuation and re-appointment as the Chairman and Managing Director of the Company notwithstanding his having attained the age of seventy years.

16. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION ETC:

The Company has put in place appropriate policy on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided in Section 178(3) of the Companies Act, 2013.

operations, business development, human resources development, corporate communication, etc. as per the structured questionnaire circulated the feedback received from the Directors were then consolidated and discussed at the Board Meeting held on May 16, 2026. The Directors expressed their satisfaction with the evaluation process and the performance.

18. CORPORATE GOVERNANCE AND VIGIL

Pursuant to the provisions of Section 203 of the Act, Mr. Pradeep Goyal, Chairman & Managing Director, Ms. Kavita Choubisa Ojha, Chief Financial Officer and Mr. Abhishek Joshi, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company as on the date of this Report.

13. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure B.

14. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 (the Act), the Board of Directors, in respect of the year ended March 31, 2026, hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The salient features of Companys policy on Directors remuneration have been disclosed in the Corporate Governance Report, which f orms part of this Report.

17. ANNUAL EVALUATION OF BOARDS PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, evaluation of the Board as a whole, individual Directors, Committees and Chairman was undertaken by circulating structured questionnaire to all the Directors, taking into consideration the guidelines issued by SEBI.

The Nomination and Remuneration Committee reviewed the performance of Individual Directors, the Board as a whole, Committees of the Board and Chairman & Managing Director after taking into consideration feedback received from the Directors. The evaluation was done on various parameters such as vision and strategy, participation, disclosures of interests, review of risk management policies and evaluating plans with reference to risk and return, good governance, leadership skills,

MECHANISM:

A detailed Report on Corporate Governance, pursuant to the requirements of Regulation 34(3) of the Listing Regulations, forms an integral part of this Report. A Certificate from the Auditors of the Company, M/s. KKC & Associates LLP, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V (E) of the Listing Regulations, is annexed to this Report as Annexure C.

The Business Responsibility Report, as required by Regulation 34(2) of the Listing Regulations, is not applicable to the Company for the Financial Year ending March 31, 2026.

The Vigil Mechanism of the Company also incorporates a Whistle Blower Policy in terms of the Listing Regulations thereby establishing a vigil mechanism for the Directors and permanent employees for reporting genuine concerns, if any. Protected disclosures can be made by a whistle blower through an e-mail or dedicated telephone line or a letter to the Chairman of the Audit Committee. The policy on vigil mechanism and whistle blower policy may be accessed on the Companys website at the link: .

19. RISK MANAGEMENT:

The Directors had constituted a Risk Management Committee which was entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Companys risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, Legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. However, since the constitution of Risk Management Committee is not applicable to the Company as per the Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Risk Management Committee was dissolved

w.e.f. May 13, 2017 and the Audit Committee currently

looks into the Risk Management functions.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company. It has been approved by the Board and the same has been hosted on the Companys website: .

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability. During the year, the Company has spent Rs. 52.78 Lakhs against the annual requirement of Rs.

52.41 Lakhs for the year 2025-26 on CSR activities.

Pursuant to the amendments in the CSR Rules dated January 22, 2021, the constitution of CSR Committee is applicable where the CSR amount to be spent by a Company exceeds Rs. 50 Lakhs. Accordingly, since the CSR expenditure obligation of the Company during the FY 2025-26 exceeds Rs. 50 Lakhs, the provisions relating to constitution of a CSR Committee have become applicable to the Company.

Given the above, CSR Committee consisting of Mr. Pradeep Goyal (Chairman), Mrs. Neeru Goyal and Mr. Jayavardhan Diwan was formed by the Board of Directors of the Company which is responsible for implementation of the CSR projects/activities.

The Company has identified focus areas of engagement which have been enumerated in Annexure D to this Report.

21. AUDIT COMMITTEE:

The details in respect of the Audit Committee are included in the Corporate Governance Report, which forms part of this Report.

22. AUDITORS AND AUDITORS REPORT:

a. Statutory Auditors

Pursuant to the provisions of Section 139(1) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. KKC & Associates LLP, Chartered Accountants (Firm Registration No. 105146W/W100621), were appointed in 42 nd AGM as the Statutory Auditors of the Company, for a term of 5 years i.e., till the conclusion of 47 th AGM of the Company to be held in the year 2030.

Auditors Report

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

No fraud was reported by the Auditors under Sub-section (12) of Section 143 of Companies Act, 2013.

b. Cost Auditors

As per the requirement of Central Government and pursuant to the provisions of Section 148 of the Companies Act, 2013 (the Act) read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company has been carrying out audit of its cost records every year.

The Board of Directors, on the recommendation of the Audit Committee, has re-appointed M/s. Vishesh Naresh Patani, Cost & Management Accountants, (Firm Registration No. 101108), as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2026-27 at a remuneration of Rs. 1,35,000/- (plus applicable taxes and reimbursement of out-of-pocket expenses at actuals).

Pursuant to Section 148 of the Act, a resolution seeking Members approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the ensuing AGM.

The relevant Cost Audit Report for the Financial Year 2024-25 was filed with the Ministry of Corporate Affairs on September 6, 2025. No adverse comments have been made in the said Report.

c. Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, M/s. Shweta Gokarn & Co., Practicing Company Secretaries, Navi Mumbai (Certificate of Practice Number: 11001; Peer Review No. 1693/2022) were appointed as the Secretarial Auditors to conduct Secretarial Audit for the Financial Year 2025-26.

The Secretarial Auditors Report for the Financial Year is annexed to this Report as Annexure E.

23. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

As on the date of this report, Companys investment in WOS in the form of Equity Shares, before impairment of Rs. 810 Lakhs, stands at Rs. 3,579.32 Lakhs (USD 4.67 Million).

No loan was provided to the WOS/SDS during the Financial Year 2025-26 nor is there any outstanding loan as on March 31, 2026.

Further, no advance was made or Corporate Guarantee provided to WOD/SDS during the Financial Year 2025-26.

24. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on an arms length basis. The Company has entered into an agency agreement with WOS for International marketing and support to the customers.

During the year, the Company did not enter into any contract / arrangement / transaction with related parties, other than the Wholly Owned Subsidiary, which could be considered material, in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions, as approved by the Board, may be accessed on the Companys website .

The particulars as required under the Act along with the statement containing transactions with any person or entity belonging to the Promoter / Promoter Groups which hold(s) 10% or more shareholding, if any, are furnished in Annexure F (Form No. AOC-2) to this Report.

25. MATERIAL CHANGES AND COMMITMENTS:

No material changes have occurred, and no commitments were given by the Company, thereby affecting its financial position between the end of the Financial Year to which these financial statements relate and the date of this Report.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure G to this Report.

27. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has in place adequate internal financial controls, commensurate with the activities and the size of the Company. During the year, such controls were tested and no reportable material weaknesses in the design or operations were observed.

28. SECRETARIAL STANDARDS:

The Company has in place proper system to ensure compliance with the provisions of the applicable Secretarial Standards (SS-1 and SS-2) issued by the Institute of Company Secretaries of India.

29. HUMAN RESOURCES:

The Company recognizes its human resources as one of its prime and critical resources for its growth and hence it strives to align human resource policy and initiatives to meet business plans. The relations between the

Management and the workers and Staff Members remained very cordial throughout the year under review. As on March 31, 2026, the Company had 538 employees on its payroll at its manufacturing plant and administrative office at Rabale, Navi Mumbai.

30. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder.

During the year under review, no case was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial Year 2025-26, four Meetings of the Internal Complaints Committee were held on June 19, 2025, September 19, 2025, December 15, 2025

and March 13, 2026.

31. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:

The Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961 and has policies, systems and processes in place to ensure ongoing compliance.

32. EXTRACT OF ANNUAL RETURN AS ON MARCH 31, 2026:

The Annual Return for the Financial Year 2025-26 may be accessed on the Companys website .

33. BOARD MEETINGS HELD DURING THE FINANCIAL YEAR 2025-26:

During the Financial Year 2025-26, 4 (four) Board

2025, November 04, 2025 and January 30, 2026 the details of which are furnished in the Corporate Governance Report forming part of this Report. The gap between any two Meetings did not exceed 120 days.

34. PROMOTER GROUP:

Change in Promoter and Promoter Group Shareholding:

Shares held by Mr. Pradeep Goyal, Mrs. Neeru Goyal and M/s. Nami Capital Private Limited form part of the Promoter Group Shareholding.

During the year under review, there was no change in the Shareholding of Promoter / Promoter Group.

As on date, the total shareholding of Nami Capital Private Limited stands at 59.03%, while the overall shareholding of Promoter group stands at 73.05

%. The total shareholding of the Promoters is within the maximum permissible limit of 75% as stated under the SEBI SAST Regulations.

35. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Sub-Rule 2 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, none of the employees except Mr. Pradeep Goyal, Chairman and Managing Director of Company, drew remuneration in excess of the limits prescribed under the Act. Relevant particulars are given in Annexure B to this Report. The Report and the Accounts are being sent to the Members excluding the statement containing the names of top ten Employees in terms of remuneration drawn. In terms of Section 136 of the Act, the details of top ten Employees are open for Inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

36. SPECIAL BUSINESS:

As regards the items in the Notice of the Annual General Meeting relating to Special Business, the resolutions incorporated in the Notice and the Explanatory Statement relating thereto fully indicate the reasons for seeking the approval of Members to those resolutions.

The following resolutions are proposed to be passed as Special Business:

1. To appoint a Director in place of Dr. Kewal Krishan Nohria (DIN: 00060015), who retires by rotation, has attained the age of Seventy-Five years and being eligible, offers himself for re-appointment.

2. To re-appoint Mr. Pradeep Goyal as a Chairman and Managing Director of the Company (DIN: 00008370) for a further of 3 (Three) years, he having attained the age of seventy years.

3. To approve the remuneration of the Cost Auditors for the Financial Year ending March 31, 2027.

37. GENERAL:

The 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 year:

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

• There was no fraud reported by the Auditors under Sub section (12) of Section 143 of the Companies (Amendment) Act, 2015, to the Audit Committee, Board of Directors or Central Government.

• There were no applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year and at the end of the Financial Year.

• The details of the 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- Not applicable.

38. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the Government authorities, Union Bank of India (bankers), customers, vendors, employees and Members during the year under review and look forward to their continued support.

Place: Navi Mumbai
Date: May 16, 2026
For and on behalf of Board of Directors of
Pradeep Metals Limited
Sd/- Sd/- Sd/- Sd/-
Pradeep Goyal Neeru P. Goyal Kavita Choubisa Ojha Abhishek Joshi
Chairman & Managing Director Director Chief Financial Officer Company Secretary &
DIN: 00008370 DIN: 05017190 PAN: ATTPC7818E Compliance Officer
ACS: 64446

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