Sharda Ispat Ltd Directors Report

Dear Members,

The Board of Directors of Sharda Ispat Limited (‘Company) is pleased to present the Sixty-fifth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2026.

1. FINANACIAL RESULTS: (STANDALONE)

The financial performance of the Company for the year ended 31st March, 2026 is summarised below.

(Rs. in Lakhs)

Particulars	2025-26	2024-25
Total Income	17,258.07	17,855.31
Total Expenditure Before Finance cost and Depreciation	16,081.93	16,601.57
Finance Cost	251.07	149.58
Depreciation and Amortisation Expenses	85.35	84.03
Net Profit Before Tax	839.72	1020.13
Less: Provision for Tax
a. Current Tax	(223.53)	(264.06)
b. Income Tax (earlier years)	(0.88)	(0.19)
c. Deferred Tax	4.93	2.68
Net Profit After Tax	620.24	758.55

2. STATE OF COMPANYS AFFAIRS:

Discussion on the state of the Companys affairs forms part of the Management Discussion and Analysis Report. For the year under review, Management Discussion and Analysis Report as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section and forms an integral part of this Annual Report.

3. REVIEW OF PERFORMANCE:

During the year under review, the Company continued to operate in the Spring Steel Flat segment. The business environment remained competitive, with fluctuations in steel prices, input costs and market realisations influencing the overall performance of the industry. The Company continued to navigate these conditions by maintaining a balanced approach towards procurement, manufacturing and sales.

The Company achieved sales of ?16,879.39 lakh during the year as against ?17,544.30 lakh in the previous year. During the year, the decrease in sales value was mainly reflective of the prevailing market dynamics and changes in sales realisations.

The Company continued to evaluate market opportunities & customer requirements while maintaining a commercially prudent approach to its sales and business operations.

The year also witnessed continued demand from sectors such as automobile, engineering, infrastructure, construction and other industrial applications, which are important consuming sectors for Companys products. The Company endeavoured to leverage the opportunities arising from these sectors while operating in a market characterised by intense competition and price sensitivity. The Company continued to give due importance to product specifications, quality consistency and customer-specific requirements.

The management remained responsive to changing requirements of customers & market conditions and continued to strengthen its business relationships across its customer base.

During the year, the Company also remained attentive to cost optimisation and working capital management, particularly in view of fluctuations in raw material prices and the need to maintain competitive pricing. The management continued to review procurement and sales strategies with the objective of protecting business margins and improving overall commercial effectiveness.

The Company believes that its established presence in the steel products segment, manufacturing capabilities and understanding of customer requirements provide a sound platform for future growth. Going forward, the Company intends to pursue opportunities in its existing markets, strengthen its customer base and selectively explore avenues for business expansion, while maintaining appropriate control over costs and financial resources.

The management remains cautiously optimistic about the long-term prospects of the business. The Company will continue to monitor developments in the steel industry and the sectors it serves and will take appropriate business decisions to respond to changes in demand, pricing, input costs and competitive conditions. The Company remains committed to sustainable business growth, prudent financial management and long-term value creation for its stakeholders.

4. DIVIDEND:

In view of the Companys working capital requirements and the need to ensure long-term financial sustainability, your Directors have taken a prudent decision to retain the profits in the business and, accordingly, do not recommend any dividend for the Financial Year 2025-26.

5. TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of profit for Financial Year 2025-26 in the statement of profit and loss.

6. DEPOSITS:

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. Further, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

7. INFORMATION ABOUT SUBSIDIARY/ JOINT VENTURES / ASSOCIATE COMPANY:

As on March 31, 2026, the Company did not have any Subsidiary, Joint Venture, or Associate Company. Accordingly, the statement required under the provisions of Section 129 (3) of the Companies Act, 2013, containing the salient features of the financial statements of such entities in Form AOC-1, is not applicable and, therefore has not been annexed.

8.TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND:

During the financial year 2025-26, there were no unpaid or unclaimed dividends requiring transfer to the Investor Education and Protection Fund. Accordingly, the provisions of Section 125 of the Companies Act, 2013 are not applicable to the Company for this period.

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report. During the year, there was no change in the nature of the business of the Company.

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The current tenure of Shri Nandkishore Sarda, Chairman & Managing Director shall expire on 31st March 2027. In terms of the provisions of the Companies Act, 2013, his re-appointment can be considered upto one year before the expiry of current tenure. Accordingly, on the recommendation of the Nomination & Remuneration Committee, the Board in its meeting held on 13th August, 2026, has, subject to the approval of the members in the general meeting, re-appointed Shri Nandkishore Sarda, as Chairman & Managing Director for a further period of 5 years with effect from 1st April 2027.

The current tenure of Smt. Poonam Sarda, Whole-time Director shall expire on 31st March 2027. In terms of the provisions of the Companies Act, 2013, her re-appointment can be considered upto one year before the expiry of current tenure. Accordingly, on the recommendation of the Nomination & Remuneration Committee, the Board in its meeting held on 13th August, 2026, has, subject to the approval of the members in the general meeting, re-appointed Smt. Poonam Sarda, as Whole-time Director for a further period of 5 years with effect from 1st April 2027.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Smt. Poonam Sarda (DIN: 00190512), Whole-time Director (Chief Financial Officer) of the Company, will retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered herself for re-appointment.

The Board of Directors recommends her appointment for consideration of the shareholders at Item no.2 of the Notice calling 65th Annual General Meeting.

In the last Annual General Meeting the members approved re-appointment of Smt. Poonam Sarda (DIN 00190512) as Director liable to retire by rotation.

Necessary resolutions for the above re-appointments are being made a part of the Notice convening the ensuing general meeting. The brief resume and other details of Shri Nandkishore Sarda (DIN:00229911) and Smt.Poonam Sarda (DIN:00190512) who are proposed to be re-appointed, as required to be disclosed under Regulation 36 (3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is incorporated in the annexure to the notice calling 65th Annual General Meeting.

None of the Directors of your Company are disqualified under the provisions of Section 164 (2)(a) and (b) of the Companies Act, 2013.

During the period under review, no Non-Executive Director of the Company had any pecuniary relationship or transactions with the Company.

Smt. Poonam Sarda was appointed as Director of the Company on 21.01.2010 and further as Whole-time Director on 01.04.2012 and has been continued as Woman Director of the Company.

As per the provisions of Section 2 (51) read with Section 203 of the Companies Act, 2013, the Board of Directors noted that Shri Nandkishore Sarda, (DIN 00229911) Chairman and Managing Director, Smt. Poonam Sarda, (DIN 00190512) Whole-time Director and Chief Financial Officer and Shri Amit B. Mundada (Company Secretary and Compliance officer) are the Key Managerial Personnel of the Company as on the date of this Boards Report.

The Company has received the necessary declaration from each Independent Directors who are part of board confirming that:

a. He meets the criteria of independence as laid down in Section 149 (6) of the Companies Act, 2013 read with the schedules, rules made thereunder and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; and

b. Registered themselves with the Independent Directors databank as per the Companies (Appointment & Qualification of Directors) Fifth Amendment Rules, 2019.

In the opinion of the Board, there has been no change in the circumstances which may affect the status of Independent Directors of the Company and the Board is satisfied with the integrity, expertise, and experience (including proficiency in terms of Section 150 (1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Key Managerial Personnel

During the year under review, there was no change in the Key Managerial Personnel.

11. BOARD EVALUATION:

The annual evaluation process of the Board of Directors, individual Directors and the Board Committees was conducted pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of Independent Directors, performance of Non-Independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

12. REMUNERATION POLICY:

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by the Board of Directors at the Board meeting, subject to the subsequent approval of the Shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, positive attributes, industry standards as well as the financial position of the Company.

The remuneration of the Managing Director and Whole-time Director comprises salary, contributions to provident fund, gratuity and leave encashment facility. The Company does not have any stock option scheme. The office tenure of the Managing Director and Whole-time Director is 5 (Five) years. The Board has discretion to decide notice period of the Managing Director and Whole-time Director. There is no separate provision for payment of severance fees.

Remuneration to Non- Executive Directors:

The Non-Executive Directors of the Company are remunerated by way of sitting fees in accordance with the applicable provisions of the Companies Act, 2013 and the Companys remuneration policy. Sitting fees are paid to the Non-Executive Directors for each meeting of the Board attended by them. Such remuneration is intended to compensate the Directors for their time, participation and contribution to the deliberations and proceedings of the Board.

The details of Board and committee composition, tenure of directors, areas of expertise and other details are available in the Corporate Governance Report that forms part of this Annual Report. The policy on Appointment and Remuneration of Directors, Key Managerial Personnel and other employees is posted on the website of the Company http://shardaispat.com under the policy tab in Investor section.

13. FAMILIARIZATION PROGRAMMES FOR BOARD MEMBERS:

The familiarization program aims to provide insights to the Independent Directors to understand the business of the Company. Upon induction, the independent directors are familiarized with their roles, rights and responsibilities. The Company provides information to familiarize the Independent Directors with the strategy, operations and functions of the Company.

The Independent Director/s, from time to time, request management to provide detailed understanding of any specific project, activity or process of the Company. The management provides such information and training either at the meeting of Board of Directors or otherwise.

At various Board Meetings, the Board Members are provided with information to help them understand the Companys strategy /policies, business model, operations, products, markets, organization structure, finance, human resources, technology, quality, facilities and risk management, changes in the regulatory environment applicable to the corporate sector and to the industry in which it operates and such other matters as may arise from time to time.

Quarterly information on business performance, operations, safety, market scenario, financial parameters, working capital management, fund flows, senior management change, major litigation, compliances, donations, regulatory scenario etc.

The policy relating to the familiarization programmes for Independent Directors is available on the Companys website. The details of the familiarization programme can be accessed at: http://shardaispat.com/investor/policy.

14. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134 sub-section (3) (c) and (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, the Board of Directors hereby states and confirms that:

(i). In the preparation of the annual accounts for the year ended 31st March, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(ii). The Directors have selected such accounting policies and applied them consistently & made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date;

(iii). The Directors have taken Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv). The Directors have prepared the annual accounts on a ‘going concern basis.

(v). The Directors have laid down internal financial controls to be followed by the Company & that such internal financial controls are adequate and are operating effectively; and

(vi). The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws & that such systems are adequate & operating effectively.

15. AUDITORS AND THEIR REPORT:

STATUTORY AUDITORS:

The Shareholders of the Company at the Annual General Meeting held on 11th December, 2020, approved the appointment of M/s. Panpaliya Taori & Co., Chartered Accountants, Nagpur, as the statutory auditors of the Company. Further, the shareholders approved the re-appointment of M/s. Panpaliya Taori & Co., Chartered Accountants, for a second term of five years commencing from the conclusion of the 64th Annual General Meeting held on 26th September, 2025 until the conclusion of the 69th Annual General Meeting of the Company to be held in 2030.

During the year 2025 - 2026, no frauds have either occurred or noticed and/or reported by the Statutory Auditors under Section 143 (12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time). The observations, if any, made by the Statutory Auditors in their Audit Report read with the relevant notes thereof as stated in the Notes to the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2026 are self-explanatory and being devoid of any reservation, qualification or adverse remark etc.; and do not call for any further information/ explanation or comments from the Board under Section 134 (3) (f) (i) of the Companies Act, 2013. During the year under review, the Auditors have not reported any fraud as specified under Section 143 (12) of the Act to the Audit Committee and therefore no detail is required to be disclosed in respect of frauds reported by auditors as specified under Section 134 (3) (ca) of the Act.

COST AUDITORS:

Pursuant to Section 148 (1) of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records as specified by the Central Government. Accordingly, cost records have been maintained by the Company.

Pursuant to Section 148 (2) of the Act, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company is also required to get its cost accounting records audited by a Cost Auditor.

The cost audit report for the financial year 2024-25 was filed with the Ministry of Corporate Affairs. The Cost Audit Report was filed in XBRL mode on 06th September, 2025. M/s. Narendra Peshne & Associates, Cost and Management Accountants, were appointed as the Companys Cost Auditor.

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. Narendra Peshne & Associates, Cost and Management Accountants, Nagpur (Firm Registration Number:100269) for conducting the cost audit of the Company for Financial Year 2026-27.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be ratified by the members of the Company. Accordingly, resolution seeking members ratification for remuneration to be paid to Cost Auditors is included at Item No.3 of the Notice convening Sixty-fifth Annual General Meeting.

SECRETARIAL AUDITORS:

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR Regulations) read with provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is mandated that every listed entity and its material unlisted subsidiaries undertake a Secretarial Audit. Further, listed entities are required to submit an Annual Secretarial Compliance Report, which shall be signed by the appointed Secretarial Auditor, a peer reviewed firm of Company Secretaries satisfying the conditions as prescribed by SEBI.

In alignment with the aforementioned regulatory framework including the amendments made by SEBI and the provisions of the Companies Act, 2013 regarding Secretarial Audit and appointment of Secretarial Auditor and as mentioned in the previous years Annual Report, the Board of Directors of your Company based on the recommendations of the Audit Committee at its Meeting held on 13th August, 2025, approved and recommended to the Shareholders for their approval, the appointment of M/s. Sunil Kumar Sharma and Associates, a peer reviewed firm of Company Secretaries in whole time practice, as the Secretarial Auditor of the Company for a period of 5 (Five) consecutive years.

Further, the Shareholders of the Company at the Sixty- fourth Annual General Meeting held on 26th September, 2025, basis the recommendation of the Board of Directors, approved the aforementioned appointment of M/s. Sunil Kumar Sharma and Associates as the Secretarial Auditor of the Company for a period of 5 (Five) consecutive years from the conclusion of sixty-fourth Annual General Meeting till the conclusion of the sixty-ninth Annual General Meeting of the Company to be held in the year 2030. The Board recognizes the importance of maintaining an effective compliance framework and adhering to established standards of Corporate Governance. The firm shall provide professional inputs on the applicable regulatory requirements and all relevant laws, rules, and guidelines in accordance with the provisions governing Secretarial Audit.

The Secretarial Auditors have confirmed that they are not disqualified to continue as Auditors and are eligible to hold office as Auditors of your Company for FY 2026-27. The Secretarial Audit Report for the Financial Year ended March 31, 2026, is annexed herewith as Annexure-5.

With reference to the comment of the secretarial auditors regarding-

The Company has not paid listing fee to Calcutta Stock Exchange and the Status of the Company as viewed on the website of Calcutta Stock Exchange, is suspended.

The necessary clarification/ explanation on the qualification/ adverse remark in the Secretarial Audit Report is given below:

The Company has stepped up and is in the process to expel the suspension from Calcutta Stock Exchange.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer, except as mentioned above.

Reporting of Frauds by Auditors:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143 (12) of the Companies Act, 2013.

16. CORPORATE SOCIAL RESPONSIBILITY:

A brief outline of the Companys Corporate Social Responsibility (CSR) Policy, together with the details of the Corporate Social Responsibility (CSR) initiatives undertaken during the year under review, is provided in Annexure-4 forming part of this Report. The disclosure is in accordance with the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Pursuant to the amendment to Section 135 of the Companies Act, 2013, which came into effect from January 22, 2021, the requirement for constitution of a Corporate Social Responsibility (CSR) Committee is not applicable to a company where the amount required to be spent towards CSR activities does not exceed ?50 lakh. Accordingly, since the CSR expenditure obligation of the Company falls within the prescribed threshold, the Board of Directors, in accordance with the applicable provisions of the Companies Act, 2013, dissolved the Corporate Social Responsibility Committee with effect from November 11, 2022. The Board continues to oversee the Companys CSR activities and ensure compliance with the applicable statutory requirements.

The Corporate Social Responsibility policy of the Company is available on the Companys website at https://shardaispat.com/ under the "Policy" section of the Investor page. The Policy outlines the purpose of formulation of the Companys CSR philosophy, focus areas, governance framework, CSR budget and the manner of implementation and monitoring of CSR activities.

17. CORPORATE GOVERNANCE:

The Company believes that robust Corporate Governance is crucial for achieving long term corporate objectives & enhancing stakeholders value. The Company recognizes that good governance is a continuous exercise & reiterates its commitment to pursue the highest standards of Corporate Governance.The Corporate Governance Report as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

The requisite certificate from Secretarial Auditors of the Company viz. M/s. Sunil Kumar Sharma & Associates, Practicing Company Secretaries, Nagpur certifying compliance of the conditions of Corporate Governance is attached to Corporate Governance Report.

18. DISCLOSURES:

NUMBER OF MEETINGS OF THE BOARD:

During the Financial Year 2025-26, Four Meetings of the Board of Directors of the Company were convened and held on (i) 30th May, 2025, (ii) 13th August, 2025, (iii) 14th November, 2025 and (iv) 03rd February, 2026. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations. The details of meetings of Board of Directors are available in the Corporate Governance Report which forms part of this Annual Report.

PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

The particulars of Loans given and investments made by the Company as covered under the provisions of Section 186 of the Companies Act, 2013 are given in financial statements (Ref. Notes No. 6, 12, 35 and 40). The loans given are utilized by the recipient for their business purposes. The Company has not extended corporate guarantee or securities granted on behalf of any other Company. Members are requested to refer the notes for details, which are not repeated here for the sake of brevity.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place proper and adequate internal financial controls, commensurate with the size, scale and complexity of its operations. These controls play a key role in protecting assets, identifying and preventing fraud or mistakes and ensuring the accuracy and completeness of financial records. They also support the timely preparation of clear, comprehensive and accurate financial statements, in line with established accounting standards.

These have been designed to provide reasonable assurance with regard to recording and providing reliable financial information; complying with applicable statutes; safeguarding assets from unauthorized use; ensuring that transactions are carried out with adequate authorization & complying with Corporate Policies and Processes. During the year, such controls were tested and no reportable material weaknesses in the design or operations were observed. Details on the Internal Financial Controls of the Company forms part of Management Discussion and Analysis.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, all contracts/arrangements entered into by and between the Company and Related Parties were on arms length basis and in the ordinary course of business and in accordance with the related party framework formulated and adopted by the Company to further the business interests of the Company. All Related Party transactions were placed before the Audit Committee for its review and prior approval. On a quarterly basis, details of such transactions were placed before the Audit Committee for noting / review. All material related party transactions and their material modifications, if any, were entered into after being approved by the Companys shareholders.

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, the particulars of transactions with related parties, are provided in Form AOC-2, which is enclosed herewith as Annexure-1. Details of related party transactions entered into by the Company, in terms of Ind AS 24 have been disclosed in Note No. 35 to the Financial Statements. (Please refer Note No. 12 and 35 of the financial statements).

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Policy on Related Party Transactions as amended in line with the requirements of the Listing Regulations has been posted on Companys website at http://shardaispat.com under the head policy in Investor section.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The information on conservation of energy, technology absorption and foreign exchange outgo, as required to be disclosed under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-2.

ANNUAL RETURN:

In accordance with Section 92 (3) read with Section 134 (3)(a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2025, filed with Registrar of Companies, is available on the Website of the Company and can be accessed at https://shardaispat.com/investor/annual-return/. The Company shall upload the Annual Return as on March 31, 2026 on the website of the Company, once it is filed with Registrar of Companies.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules) are annexed to this Report as Annexure-3.

The details of top ten employees of the Company is annexed as Annexure-3A to this Report.

None of the Employee has drawn the remuneration more than the limit prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

RISK MANAGEMENT:

Risk management is an ongoing process involving the identification, analysis, evaluation, and mitigation of potential loss exposures. It also includes monitoring risk controls and financial resources to reduce the adverse impact of such exposures. Organizations that adopt a strategic approach to risk management are better positioned to instill stakeholder confidence & achieve improved business outcomes.

At our Company, Risk management, which aims at managing the impact of uncertainties, is an Integral part of the Companys strategy setting and decision making process. The Company regularly identifies uncertainties and after assessing them, devises short-term and long-term plans to mitigate any risks which could materially impact on the Companys goals. This process of identifying and assessing the risks is a two-way process with inputs being taken from employees across the organization.

The Audit Committee provides additional oversight, particularly in relation to financial risks and internal controls. Major risks identified across various business functions are systematically evaluated and addressed through ongoing mitigation measures.

The Company has developed and implemented a comprehensive Risk Management Policy which is approved by the Board. The Risk Management Framework of the Company includes identification of risks, including cyber security and related risks and also those which in the opinion of the Board may threaten the existence of the Company. Risk management process has been established across the Company and is designed to identify, assess & frame a response to threats that affect the achievement of its objectives. Further, it is embedded across all the major functions and revolves around the goals and objectives of the organisation.In the opinion of the Board, there are currently no risks that threaten the existence of the Company. A detailed discussion on risk factors & their mitigation measures is included in the Management Discussion and Analysis section of the Annual Report.

The Risk Management Policy is also available on the Companys website at: https://shardaispat.com/investor/policy.

SECRETARIAL STANDARDS:

During the financial year 2025-26, the Company has duly complied with the applicable Secretarial Standards, namely Secretarial Standard-1 (‘SS-1) on Meetings of the Board of Directors and Secretarial Standard-2 (‘SS-2) on General Meetings issued by the Institute of Company Secretaries of India and approved by Central Government under Section 118 (10) of the Companies Act, 2013.

GENDER-WISE EMPLOYEE COMPOSITION:

As of the date of this report, there are 2 (two) female employee, 34 (thirty-four) male employees, and no transgender employees. The above figures include contract labour.

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 year under review:-

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

2. During the year under review, the Company has not borrowed an unsecured loan from any of the Directors of the Company.

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

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

5. Buy-back of the Equity Shares.

6. No significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys future operations.

7. There are no such shares of the Company which are to be kept in the shares suspense account.

8. Under the Insolvency and Bankruptcy Code 2016, no applications were made during the financial year 2025-26 by or against the Company and there are no proceedings pending as of the end of the financial year.

9. The Company has not made any application for one time settlement with any of its lenders. There were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

10. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [14 of 2013].

Furthermore, the directors also state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder.

The details as per Sub-rule (5) of Rule 8 of Companies (Accounts) Rules, 2014, are as under:

Sr.No.	Particulars
1.	Number of complaints of sexual harassment received in the year	Nil
2.	Number of complaints disposed off during the year	Nil
3.	Number of cases pending for more than ninety days	Nil

11. The Company has complied with provisions relating to the Maternity Benefit Act, 1961.

ACKNOWLEDGEMENT:

The Board places on record its heartfelt appreciation and gratitude to the Companys valued customers for their continued trust and confidence in the Company and looks forward to their continued patronage. The Board also expresses its sincere gratitude to the Companys shareholders, bankers, lenders, investors, vendors, and the Central and State Government authorities for their continued support, cooperation, and encouragement. The Board further place on record their appreciation for the unstinted dedication and commitment of the Companys employees.

For and on behalf of the Board of Directors

Date: 13.08.2026

Place: Nagpur

Nandkishore Sarda

Chairman & Managing Director

DIN: 00229911

Address: Plot No. 32,

Cement Road, Shivaji Nagar,

Shankar Nagar, Nagpur-440010