Sagardeep Alloys Ltd Directors Report

Dear Members,

Your directors take pleasure in presenting the 19th Annual Report along with Audited Financial Statements of your Company for the financial year ended March 31, 2026.

1. Financial highlights

The financial highlights for the year 202526 are as under:

Standalone (in lakhs)

Particulars for the year ended	March 31, 2026	March 31, 2025
Net revenue from Operations (Sales)	10,533.97	10,316.99
Profit Before Depreciation and Tax	397.90	310.81
Less: Depreciation	56.58	63.12
Profit Before Tax	341.32	247.69
Less: Tax Expense	77.54	64.08
Profit After Tax	263.78	183.61
EPS (Basic)	1.55	1.08
EPS (Diluted)	1.55	1.08

Consolidated (in Lakhs)

Particulars for the year ended	March 31, 2026	March 31, 2025
Net revenue from Operations (Sales)	17,857.48	12,547.43
Profit Before Depreciation and Tax	436.44	322.23
Less: Depreciation	56.60	64.76
Profit Before Tax	379.84	257.47
Less: Tax Expense	111.14	65.11
Profit After Tax	268.70	192.36
EPS (Basic)	1.64	1.17
EPS (Diluted)	1.64	1.17

2. State of company affairs:

During the year under review, The Company has achieved a total net sale of 10,533.97 lakhs and Net Profit after Tax (NP) of 263.78 lakhs. The management continues to focus on improving margins through better operational efficiencies, prudent cost management, optimization of production processes and strengthening of the Companys customer base.

3. Dividend

Your director feel that it is prudent to plough back the profits of the Company for future growth of the Company and therefore do not recommend any dividend for the year ended March 31, 2026.

4. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Since there was no unpaid/unclaimed dividend, the provision of Section 125 of the Companies Act, 2013 do not apply.

5. Change in the nature of business, if any

There is no change in the nature of business carried out by the Company in the Year 20252026.

6. Authorized capital, Issued Paid up and subscribed capital of the Company

The Authorized share capital of the Company is Rs. 46,25,00,000 / (Rupees FortySix Crores TwentyFive Lakhs Only) divided into 4,62,50,000 (Four Crore SixtyTwo Lakhs Fifty Thousand) Equity Shares of Rs. 10/ (Rupees Ten Only) . The Issued, Subscribed and paidUp Capital of the Company is 17,05,74,000 consisting of 1,70,57,400 Equity Shares of Rs 10 each During the year under review, there was no change in the Authorized Share Capital, Issued, Subscribed and Paidup capital of the Company as on date of this report.

7. Change of Registered Office

During the year under review, there was no change in address of Registered office of the Company.

8. 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, 2026.

9. Subsidiary, Joint Ventures and Associate Companies

The Company has one wholly owned Indian Material Subsidiary company i.e. Sagardeep Engineers Private Limited. Annexure A showing A statement containing the salient features of financial statement of our subsidiary in the prescribed format AOC1 is appended to the financial statements of the Company.

10. Consolidated Financial Statement

The Financial Statement of the Company for the Financial year 202526 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by Securities and Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Consolidated Financial Statement has been prepared on the basis of the audited financial statement of the Company as approved by their respective Board of Directors. Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and Auditors report thereon form part of this Annual Report.

11. Public Deposit

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

12. Particulars of loan, Guarantees or Investment made under Section 186

During the year, the Company has given Corporate guarantee to its wholly owned subsidiary "SAGARDEEP ENGINEERS PRIVATE LIMITED" in connection with the loan taken by its wholly owned subsidiary under section 186 of the Companies Act, 2013. for details kindly refer Standalone Audit Report, Notes no. 38 of Notes to Account.

13. Extract of the annual return

Pursuant to Section 92(3) read with section134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company www.sdalloys.com.

14. Directors & Key Management Personnel

I. Composition of Board & Board Meetings

The Board of Directors of the Company has an optimum combination of Executive, NonExecutive and Independent Directors. As on the date of this report.

The Board of Directors duly met 12 (Twelve) times on 04.04.2025, 02.05.2025, 16.05.2025, 28.05.2025, 09.07.2025, 06.08.2025, 02.09.2025, 11.11.2025, 17.12.2025, 06.02.2026, 12.02.2026, and 25.03.2026 during the year. The Composition, category and attendance of each Director at the Board and Annual General Meeting of each Director in various companies is as follows:

Name of Director, Designation and Category	No of Board Meetings held during the year	No of Board Meetings attended during the year	Attendance at the AGM
Mr. Satishkumar A Mehta Chairman & Managing Director Promoter	12	12	Yes
Mr. Hemendra B Patel NonExecutive Director Independent	12	12	Yes
^Mrs. Vinita P Maheshwari NonExecutive Director Independent	12	06	Yes
Mr. Manan Gajjar NonExecutive Director Independent	12	12	Yes
Mr. Amit Pachori NonExecutive Director Independent	12	12	Yes
#Ms. Shital Jaydeep Barot NonExecutive Director NonIndependent	12	11	Yes
*Ms. Sangita Satish Mehta NonExecutive Director NonIndependent	12	12	Yes

# Mrs. Shital Jaydeep Barot Ceased as Additional non executive NonIndependent Director w.e.f. 02.05.2025 * Mrs. Sangita Satishkumar Mehta appointed as nonexecutive Director Non Independent Director in the Company w.e.f. 16.05.2025 ^ Mrs. Vinita Maheshwari ceased to be appointed as independent director of the Company w.e.f. 28.08.2025 due to expiry of her tenure as independent director & Mr. Amit Soni appointed as nonexecutive independent director of the company w.e.f. 15.08.2025

II. INDUCTIONS

The following appointments were made

During the year, on there commendation of Nomination and Remuneration Committee Ms. Shital Jaydeep Barot was appointed as Additional Director under NonExecutive NonIndependent Director category w.e.f. 02 January, 2025.

Mr. kalusinh Chauhan has been appointed as Chief financial Officer of the company w.e.f. January 23, 2025.

In the Current year Mrs. Sangita In the Current year Mrs. Sangita Satishkumar Mehta has been appointed as Director as 16.05.2025 and confirmed as director w.e.f.15.08.2025.Mr. Amit Soni has been appointed as Independent director in the Company w.e.f. 15.08.2025.

III. REAPPOINTMENT:

During the year on recommendation of Nomination and Remuneration Committee Mr. Satishkumar Asamal Mehta has been reappointed as Managing Director of the Company w.e.f. 30.12.2024. other than that, there were no reappointment of any Director / KMP During the year.

IV. CESSATIONS:

During the year, the following directors/ key managerial personnel resigned from their office:

In the Current year

Mrs. Shital Jaydeep Barot has been resigned from the office of nonexecutive director effective from 02/04/2025. Mrs. Vinita Maheshwari ceased to be appointed as independent director of the Company w.e.f. 28/08/2025 due to expiry of her tenure as independent director

V. RETIREMENT BY ROTATION

In accordance with the provisions of the Companies Act 2013 and Companies Articles of Association, Mr. Hemendrabhai Bhailal Patel (DIN: 01827562) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. The Board recommends his re appointment. Necessary resolution for his reappointment is placed before the shareholder for approval.

VI. FAMILIARIZATIONS PROGRAMME OF INDEPENDENT DIRECTORS

Pursuant to the requirements of the Listing Regulations, all the Independent Directors are familiarised with the operations and functioning of the Company at the time of their appointment and further the Company has put in place framework for a structured induction and familiarisation programmes for all its Directors, including the Independent Directors on an ongoing basis to familiarise them with the business and operations of the Company, new initiatives, regulatory updates, nature of the industry in which the Company operates, their roles, rights, duties and responsibilities visavis the Company, etc. The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Companys procedures and practices. The Independent Directors regularly visit at factory and management update the IDs relating to the manufacturing process at factory. The Company endeavors, through presentations at regular intervals, to familiarize the Independent Directors with the strategy, operations and functioning of the Company and also with changes in the regulatory environment having a significant impact on the operations of the Company and the industry as a whole The Independent Directors also meet with senior management team of the Company in informal gatherings.

VII. PROFILE OF DIRECTORS SEEKING APPOINTMENT/ REAPPOINTMENT

As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Directors retiring and seeking reappointment at the ensuing Annual General Meeting is annexed to the notice convening 19th Annual General Meeting.

VIII. KEY MANAGERIAL PERSONNEL

As on the date of this report, the following persons are the Key Managerial Personnel(s) of the Company: a) Mr. Satishkumar A. Mehta, Chairman & Managing Director b) Mr. Jayeshkumar A. Mehta, Whole Time Director (upto 03.09.2024) c) Deepak Sevak, Chief Financial Officer (upto 25.10.2024) d) Mr. Kalusinh Chauhan has been appointed as "Chief Financial Officer" (CFO) effective date from 23.01.2025 and resigned from the office of "Chief Financial Officer" (CFO) w.e.f. 23.02.2025. e) Ms. Anuja Jain, Company Secretary & Compliance Officer. f) Mr. Shashwat Shah has been appointed as, Chief Financial Officer ("CFO") w.e.f. 04.04.2025.

IX. DECLARATION FROM INDEPENDENT DIRECTOR

All the Independent Directors of the Company have given their declarations stating that the meet the criteria of independence as prescribed under the Section 149(6) of the Companies Act, 2013 read with the rules made there under and in the opinion of the Board, the Independent Directors meet the said criteria. During the year under review the Independent Directors duly met pursuant to the provisions as specified in Schedule IV of the Companies Act, 2013 and the quorum was present throughout the meeting.

15. Audit Committee

The Audit Committee is duly constituted in accordance with SEBI (LODR) Regulations 2015 and Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. It adheres to the terms of reference which is prepared in compliance with Section 177 of the Companies Act, 2013, and SEBI (LODR) Regulations 2015. The Members of the Committee are:

Name Category & Position	Number of meetings held	Number of meetings attended
Mr. Manan Gajjar NonExecutive Independent Director Chairman	4	4
*Mrs. Vinita Maheshwari NonExecutive Independent Director Member	4	1
Mr. Satishkumar Asamal Mehta Executive Director Member	4	4
**Mr. Amit Soni NonExecutive Independent Director Member	4	3

*Mrs. Vinita Maheshwari has ceased to be appointed as nonexecutive independent Director due to expiry of her tenure w.e.f. 28.08.2025. **Mr. Amit Soni has been appointed as member of the committee w.e.f. 28.08.2025.

Two third of the members are Independent Directors and all the members are financially literate. The composition, role, Functions and powers of the Audit Committee are in line with the requirements of applicable laws and regulations. The Audit Committee shall oversee financial reporting process and disclosures, review financial statements, internal audit reports, related party transactions, financial and risk management policies, auditors qualifications, compliance with accounting Standards etc. and oversee compliance with Stock Exchanges and legal requirements concerning financial statements and fixation of audit fee as well as payment for other services etc.

Four (4) Audit Committee meetings were held during the year 202526 at the Registered Office of the Company on 28.05.2025, 06.08.2025, 11.11.2025, 06.02.2026.

16. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in accordance with SEBI (LODR) Regulations 2015 and Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. The Company Secretary acts as the Secretary to the committee. The Committee Members are:

Name Category & Position	Number of meetings Held	Number of meetings Attended
Mr. Manan Gajjar NonExecutive Independent Director Chairman	4	4
*Mrs. Vinita Maheshwari NonExecutive Independent Director Member	4	1
Mr. Hemendra B Patel NonExecutive NonIndependent Director Member	4	4
**Mr. Amit Soni NonExecutive Independent Director Member	4	1

*Mrs. Vinita Maheshwari has ceased to be appointed as nonexecutive independent Director due to expiry of her tenure w.e.f 28.08.2025. **Mr. Amit Soni has been appointed as member of the committee w.e.f 28.08.2025 The Board has in accordance with the provisions of subsection (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The said policy is available on the website of the Company (www.sdalloys.com).

Four (4) Committee meetings were held during the year 202526 at the Registered Office of the Company on 06.08.2025, 02.09.2025, 11.11.2025, 12.02.2026.

17. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted in compliance with the requirements of Section 178 of the Companies Act, 2013. Company Secretary is the Compliance Officer, who acts as the Secretary to the Committee and the Members of the Committee are:

Name Category & Position	Number of meetings held	Number of meetings attended
*Mrs. Vinita P Maheshwari NonExecutive Independent Director Member	4	1
Mr. Hemendrabhai Patel NonExecutive Non Independent Director Chairman	4	4
Mr. Satishkumar A Mehta Managing Director Member	4	4
**Mr. Amit Soni NonExecutive Independent Director Member	4	2

*Mrs. Vinita Maheshwari has ceased to be appointed as nonexecutive independent Director due to expiry of her tenure w.e.f. 28.08.2025. **Mr. Amit Soni has been appointed as Chairman of the committee w.e.f. 02.09.2025 The Stakeholders Relationship Committee looks into shareholders complaints related to transfer of shares, nonreceipts of balance sheet besides complaints from SEBI, Stock Exchanges, Court and various Investor Forums. It oversees the performance of the Registrars and Transfer Agent, and recommends measures for overall improvement in the quality of investor services. The Company is in compliance with the SCORES, which has initiated by SEBI for processing the investor complaints in a centralized webbased redress system and online redressal of all the shareholders complaints.

Four (4) Committee meetings were held during the year 202526 at the Registered Office of the Company on 06.08.2025, 02.09.2025, 11.11.2025, 25.03.2026.

18. Compliance Officer

As on date of this report, the Compliance officer of the Company is Ms. Anuja Jain who is also designated as Company Secretary of the Company. Further, w.e.f 08.04.2026 Ms. Payal Kothari has been appointed and Anuja Jain has resigned.

19. Statement on Formal Annual Evaluation of Board

Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The Board considers the recommendation made by Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each Board members contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which the board papers and other documents are prepared and furnished. The Independent Directors at their separate meeting held on 02/05/2025 reviewed the performance of: NonIndependent Directors and the Board as a whole, Chairman of the Company after taking into account the views of Executive Directors and NonExecutive Directors. The directors also discussed 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 the duties.

The details of evaluation process of the Board, its committees and of individual Directors, including Independent Directors have been provided under the Corporate Governance Report which forms part of this Report.

20. Declaration regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year

The board hereby states that the independent directors appointed during the year possess requisite expertise and experience (including the proficiency) in terms of section 150 of the Act. The Independent Directors appointed during the year have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

21. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date or report.

22. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concerns status and Companys operations in future.

23. Auditors

1. Statutory Auditors

The Board of Directors recommends appointment of M/s Ashish Sheth & Associates, Chartered Accountants (FRN 146184W) as Statutory Auditors of the Company in place of M/s. Piyush J. Shah & Co, Chartered Accountants, (FRN 121172W), as his term is expired as Statutory Auditors of the Company. M/s Ashish Sheth & Associates, Chartered Accountants, subject to approval of shareholders at ensuing Annual General Meeting, to hold office from the conclusion of 19th Annual General Meeting till the conclusion of 24th Annual General Meeting. The Company has received a letter from M/s Ashish Sheth & Associates, Chartered Accountants, to the effect that their appointment, if made, would be under the second and third proviso to Section 139 (1) of the Companies Act, 2013 and that they are not disqualified within the meaning of Section 141 of the Companies Act, 2013 read with Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014.

2. Secretarial Auditor PNK & Co

M/s. PNK & Co, Company Secretaries, Ahmedabad were appointed as Secretarial Auditor of the Company to conduct secretarial audit pursuant to the provisions of Section 204 of the Companies Act, 2013. Further, for the FY 202526 M/s Siddhi Shah & Associates, Company Secretaries has been conducted a secretarial audit on a concurrent basis in respect of the matters as set out in the said rules and the said report is annexed as Annexure B.

3. Cost Auditor

M/s. Priyank Patel & Associates, Cost Accountants have been appointed as the Cost Auditors of the Company

4. Internal Auditor

M/s. Piyush J. Shah & Co., Chartered Accountant have been appointed as an Internal Auditor of the Company.

24. Personnel

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Report. No employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

25. Corporate Social Responsibility (CSR)

The provisions of Corporate Social Responsibility (CSR) are not applicable to the Company.

26. Conservation of energy, technology absorption and foreign exchange earnings and outgo

1. CONSERVATION OF ENERGY: i. the steps taken or impact on conservation of energy: Nil ii. the steps taken by the company for utilising alternate sources of energy: None iii. the capital investment on energy conservation equipment: Nil

2. TECHNOLOGY ABSORPTION: i. the efforts made towards technology absorption: None ii. the benefits derived like product improvement, cost reduction, product development or import substitution: None iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial

year) a) the details of technology imported: None b) the year of import: N.A. c) whether the technology been fully absorbed:

N.A. d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A. e) the expenditure incurred on Research and Development: Nil

3. Foreign exchange Earnings & Outgo

• Foreign Exchange Earning: NIL

• Foreign Exchange Outgo: NIL

27. Particulars of contracts or arrangements with related parties:

During the financial year under review, the Company has not entered into any transactions with Related Parties, as defined under the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

28. Managements Discussion and Analysis Report

The Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (2) (e) of the Listing Regulations is given as Annexure "C" to this report.

29. Statement regarding the development and implementation of Risk Management Policy

The risk management process is followed by the company to ensure timely identification, categorization and prioritization of operational, financial and strategic business risks. Teams are authorized for managing such risks and updating it to the senior management. The Board and Audit Committee review on regular basis the risk assessment in the company.

30. Prevention of Sexual Harassment at Workplace

The Company has in place an AntiSexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has also complied with the provisions related to constitution of Internal Complaints Committee (ICC) under the said Act to redress complaints received regarding sexual harassment. The Company received no complaints pertaining to sexual harassment during FY 202526.

31. Vigil Mechanism / Whistle Blower Policy

The Company believes in the conduct of its affairs in a fair and transparent manner to foster professionalism, honesty, integrity and ethical behavior in its employees & stakeholders. The Company has adopted a Whistle Blower Policy as a part of vigil mechanism.

Also, the Code of Business Conduct (Code) lays down important corporate ethical practices that shape the Companys value system and business functions and represents cherished values of the Company.

32. Adequacy of Internal Financial Control

The Company has designed and implemented a process driven framework for Internal Financial Controls (‘IFC) within the meaning of the explanation to Section 134(5)(e) of the Act. For the year ended March 31, 2026, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations and operating effectively and no material weaknesses exist. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and / or improved controls wherever the effect of such gaps would have a material effect on the Companys operations.

During the year, no reportable material weakness was observed.

33. Directors Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

(a) In the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures. (b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 under review. (c) The directors have 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 have prepared the annual accounts on a going concern basis.

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

34. Listing

The equity shares of the Company are listed on NSE and the Company has paid the annual listing fees for the year 202526.

35. Corporate Governance.

Your Company has complied with the requirements of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 regarding corporate governance. A report on the Companys Corporate Governance practices and the Auditors Certificate on compliance of mandatory requirements thereof are attached as Annexure D. 36. Other Disclosures / Reporting

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOPs referred to in this Report.

4. Neither the Managing Director nor the Wholetime Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

37. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)

During the year no application has been made or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

38. Code for Prevention of Insider Trading:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives ("Code") as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in the Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Companys obligation to maintain a structured digital database ("SDD"), mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. To increase awareness on the prevention of insider trading in the organization and to help the Designated Persons to identify and fulfill their obligations, regular trainings have been imparted to all designated persons by the Company.

39. Details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

There is no such onetime settlement during the period under review.

40. Secretarial Standards:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

41. Acknowledgement:

The Directors place on record their sincere thanks to the Bankers, business associates, consultants, customers, and employees for their continued support extended to your Companies activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

	For and on behalf of board of directors
	Sd/
	Satishkumar A. Mehta
Date: 02.09.2026	Chairman & Managing Director
Place: Santej	(DIN: 01958984)