Sharda Ispat Ltd Directors Report

Dear Members,

The Board of Directors of Sharda Ispat Limited (Company] is pleased to present the Sixty-fourth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended 31^st March, 2025.

1. FINANACIAL RESULTS: (STANDALONE)

The Companys financial performance for the year ended 31^st March, 2025 is summarised below. (Rs. in Lakhs)

Particulars	2024-25	2023-24
Total Income	17,855.31	22,903.37
T otal Expenditure	16,601.57	20,803.03
Finance Cost	149.58	138.48
Depreciation and Amortisation Expenses	84.03	84.99
Net Profit Before Tax	1020.13	1876.87
Less: Provision for Tax
a. Current Tax	(264.06]	(478.71]
b. Income Tax (earlier years]	(0.19]	(1.56]
c. Deferred Tax	2.68	0.64
Net Profit After Tax	758.55	1397.25

2. STATE OF COMPANYS AFFAIRS:

Discussion on the state of the Companys affairs has been covered as part of the Management Discussion and Analysis. Management Discussion and Analysis for the year under review, as stipulated under SEBI (Listing obligations and Disclosure Requirements] Regulations, 2015 is presented in a separate section forming part of the Annual Report.

3. REVIEW OF PERFORMANCE:

The steel industry faced ongoing challenges in Financial Year 2024-25 due to adverse global economic conditions. Adding to the pressure, inconsistent crude steel production in China throughout the year led to significant swings in both raw material and steel prices. Meanwhile, inflation in major developed economies eased, aligning with central bank targets. This shift allowed policymakers to pivot toward growth-oriented strategies, including interest rate cuts initiated after September 2024.

Iron ore prices remained volatile throughout Financial Year 2024-25, beginning at USD 111/MT in April 2024, declining to USD 94/MT by September, and then gradually stabilizing at around USD 102/MT by March 2025. This recovery was supported by a stimulus package introduced by the Chinese government in September 2024 to boost the construction and real estate sectors. Coking coal prices mirrored this volatility, fluctuating within a range of USD 195 to USD 268/MT over the same period.

The automotive sector is a one of the major contributors to the Companys business portfolio. Financial Year 2025 has seen Commercial vehicles (CV) sales remained at a similar level to that of previous year at 1.03 Million vehicles.

In April 2025, the United States introduced a new round of tariffs on a broad spectrum of imports from several trading partners, with the goal of boosting domestic manufacturing and reducing reliance on foreign supply chains. China, one of the primary targets, responded with retaliatory actions, escalating trade tensions between the two largest global economies. These frictions have heightened concerns over potential disruptions in global supply chains, particularly in critical sectors such as electronics, steel, industrial machinery, and textiles.

India was also impacted, facing a 26% tariff on a wide range of exports including Pharmaceuticals, Automotive Components, Machinery, and Agricultural Products. Nevertheless, ongoing negotiations between India and the U.S. offer hope for a more balanced trade framework that could enhance bilateral economic cooperation in the near future.

The Company recorded total Income of Rs. 17,855.31 Lakhs during the financial year 2024-25 as compared to Rs. 22,903.37 Lakhs in the previous year. The EBIDTA of the Company is Rs. 16,601.57 Lakhs as against the previous Financial Years to Rs. 20,803.03 Lakhs. The Profit Before Tax for the financial year 2024-25 amounts to Rs. 1020.13 Lakhs as against Rs. 1876.87 Lakhs for the previous year.The profit after tax for the financial year 2024-25 was Rs.758.55 Lakhs as compared to Rs.1397.25 Lakhs in the previous year.

4. DIVIDEND:

In view of meeting Companys working capital requirements for long-term sustainability in future, your directors took a prudent decision to plough back the profits into the business and not to recommend any dividend for the Financial Year 2024-25.

5. TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of profit for Financial Year 2024-25 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. As on March 31, 2025, 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 not annexed.

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

During the financial year 2024-25, 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. There was no change in the nature of the business of the Company during the year.

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As per the terms of appointment, Shri Rajendra Prasad Mohanka (DIN:00235850), Shri Harish Dass (DIN: 00419983) and Shri Ramesh Mantri (DIN: 00414931) completed their second term as Independent Director on 19^th September, 2024 and accordingly, ceased to be member of the Board of Directors of the Company. The Board of Directors places on record their deep appreciation for the wisdom, knowledge, guidance and leadership provided by them as Member of the Board and its Committees during their tenure.

During the year, the Board, on the recommendation of the Nomination and Remuneration Committee, had appointed Shri Prakash Soni (DIN: 01741631), Shri Mukund Mohta (DIN: 00580540) and Shri Govind Mantri (DIN: 00414922) as Independent Directors for the first term of 5 (five) consecutive years with effect from 13^th August, 2024, for smooth transition and familiarization of new directors before cessation of existing directors.

In the last Annual General Meeting the members approved appointment of Shri Prakash Soni (DIN: 01741631), Shri Mukund Mohta (DIN: 00580540) and Shri Govind Mantri (DIN: 00414922) as Independent Directors and re-appointment of Smt. Poonam Sarda (DIN 00190512) as Director liable to retire by rotation.

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) Wholetime Director (Chief Financial officer) of the Company retire by rotation at the ensuing Annual General Meeting and being eligible has offered herself for reappointment.

The Board of directors recommends her appointment for consideration of the shareholders at Item no.2 of the Notice calling 64^th Annual General Meeting.

Necessary resolutions for the above re-appointment are being made a part of the Notice convening the ensuing general meeting. The brief resume and other details relating to Smt.Poonam Sarda (DIN:00190512] who is 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 64^th 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 and 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. During the year under review, there was no change in the Key Managerial Personnel.

11. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Companies Act, 2013 and 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.

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.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.

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 tenure of the office 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 are paid remuneration by way of sitting fees. The NonExecutive Directors are paid sitting fees for each meeting of the Board attended by them. 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. Your Company provides information to familiarize the Independent Diectors 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 on familiarization programmes for Independent Directors is posted on the website of the Company 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, 2025,

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 and 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, 2025 and of the profit of the Company for the year ended on that date;

(in]. 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 and 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 and that such systems are adequate and operating effectively.

15. AUDITORS AND THEIR REPORT:

STATUTORY AUDITORS:

M/s. Panpaliya Taori & Co., Chartered Accountants, Nagpur were appointed as the statutory auditors of the Company at the 59^th Annual General Meeting (AGM) of the Company held on 11^th December, 2020 for a fixed first term of 5 years from the conclusion of 59^th Annual General Meeting until the conclusion of the 64^th Annual General Meeting to be held for the Financial Year 2024-25.

The Board of Directors, on the recommendation of the Audit Committee has, subject to the approval of the members re-appointed M/s. Panpaliya Taori & Co. for a second term of 5 (five) consecutive years from the conclusion of the ensuing 64th Annual General Meeting till the conclusion of the 69^th Annual General Meeting of the Company to be held in 2030. Accordingly, the Notice convening the ensuing Annual General Meeting carries the required resolution along with the explanatory statement with respect to the proposed re-appointment of M/s. Panpaliya Taori & Co. as statutory auditors. M/s. Panpaliya Taori & Co., Statutory Auditors, have confirmed that they are eligible for being appointed as Statutory Auditors of the Company for the second term of five years.

During the year 2024 - 2025, 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 31^st March, 2025 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 matter under Section 143 (12) of the Act and therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act. 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 2023-24 was filed with the Ministry of Corporate Affairs. The Cost Audit Report was filed in XBRL mode on 02^nd September,

2024. 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 2025-26.

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-fourth Annual General Meeting.

SECRETARIAL AUDITORS:

Pursuant to provisions of Section 204 of the Companies Act, 2013, the Board had appointed M/s. Sunil Kumar Sharma and Associates, Practicing Company Secretaries, Nagpur, to undertake Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year ended March 31,

2025, 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.

In terms of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, on the basis of the recommendations of the Audit Committee, the Board of Directors have recommended the appointment of M/s. Sunil Kumar Sharma and Associates, Practicing Company Secretaries, Nagpur (Unique Code Number - S2014MH248700 and Peer Review Certificate No. 2547/2022] as the Secretarial Auditors of the Company to hold office for a period of 5 (Five] consecutive years from the conclusion of the ensuing Sixty-Fourth Annual General Meeting till the conclusion of the Sixty-ninth Annual General Meeting of the Company to be held in 2030. Necessary resolution for appointment of M/s. Sunil Kumar Sharma and Associates is placed in the Notice of the ensuing Sixty-Fourth Annual General Meeting for consideration of the Members.

16. CORPORATE SOCIAL RESPONSIBILITY:

A brief outline of the Companys Corporate Social Responsibility (CSR) Policy, along with the details of the Corporate Social Responsibility CSR initiatives undertaken during the year under review, is provided in Annexure-4 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, effective from January 22, 2021, the requirement to constitute a Corporate Social Responsibility (CSR] Committee is not applicable where the amount to be spent on CSR activities does not exceed ^50 lakh. In line with this amendment, the Board of Directors dissolved the CSR Committee with effect from November 11, 2022.

The CSR policy has been hosted on the Companys website and is available on the link http://shardaispat.com/ under the head policies under the Investors section. It lays down the purpose of formulation of the policy, areas of focus, composition of the Committee and CSR budget.

17. CORPORATE GOVERNANCE:

Your Company is committed to adopt the best standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the SEBI. The Corporate Governance Report as stipulated under SEBI (Listing Obligations and 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 2024-25, Five Meetings of the Board of Directors of the Company were convened and held on (i] 21^st May, 2024, (ii] 13^th August, 2024, (iii] 19^th September, 2024 (iv] 12^th November, 2024 and (v] 06^th February, 2025. 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 adequate internal financial controls with reference to the Financial Statements. 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 and 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 related party transactions entered into by the Company, were approved by the Audit Committee and were at arms length and in the ordinary course of business to further the business interests of the Company. Prior approval of Audit Committee is obtained for related party transactions. All material related party transactions and their material modifications, if any, were entered into after being approved by the Companys shareholders. A statement showing the Related Party Transactions entered into by the Company pursuant to the prior approval is reviewed by the Audit Committee on quarterly basis.

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 Company has formulated a Policy on Related Party Transactions and the same can be accessed on the 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, 2024, filed with Registrar of Companies, is available on the Website of the Company https://shardaispat.com/ and can be accessed at https://shardaispat.com/investor/annual-return/.The Company shall upload the Annual Return as on March 31, 2025 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 and achieve improved business outcomes.

At our Company, risk management is an integral part of strategic planning and decision-making. We continuously identify and assess uncertainities that may affect our objectives, and accordingly, develop both short-term and long-term mitigation strategies. This process is collaborative, with valuable inputs gathered from employees across all levels of 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 implemented a comprehensive Risk Management Policy that outlines the processes for risk identification, assessment, and mitigation. In the opinion of the Board, there are currently no risks that threaten the existence of the Company. A detailed discussion on risk factors and 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: http://shardaispat.com/investor/policy.

SECRETARIAL STANDARDS:

During the financial year 2024-25, 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 1 (one) female employee, 46 (forty-six) 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 2024-25 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:

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

ACKNOWLEDGEMENT:

The Board extends its heartfelt gratitude to the shareholders, bankers and lenders, investors, vendors, and the State and Central Government authorities for their unwavering support. We are equally thankful to our valued customers for their continued trust. We look forward to their continued support in the future. The Board also sincerely acknowledges and appreciates the dedication, hard work, and commitment of all employees across at all levels.

For and on behalf of the Board of Directors

Sd/-

Date: 13.08.2025 Nandkishore Sarda

Place: Nagpur Chairman & Managing Director

DIN: 00229911 Address: Plot No. 32, Cement Road, Shivaji Nagar, Shankar Nagar, Nagpur-440010

FORM NO. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto-

Sharda Ispat Limited

1. Details of contracts or arrangements or transactions not at arms length basis

Particulars	Details
1 Corporate identity number (CIN) or foreign company registration number (FCRN) or Limited Liability Partnership number (LLPIN) or Foreign Limited Liability Partnership number (FLLPIN) or Permanent Account Number (PAN)/Passport for individuals or any other registration number
2 Name(s) of the related party	--
3 Nature of Relationship	--
4 Nature of contracts/arrangements/transactions	--
5 Duration of the contracts/arrangements/transactions	--
6 Salient terms of the contracts or arrangements or transactions including actual / expected contractual amount
7 Justification for entering into such contracts or arrangements or transactions	--
8 Date of approval by the Board	--
9 Amount paid as advances, if any	--
10 Date on which the resolution was passed in general meeting as required under first proviso to section 188	--
11 SRN of MGT-14	--

For and on behalf of the Board of Directors

Sd/-

Date: 13.08.2025

Nandkishore Sarda

Chairman & Managing

Director

DIN:00229911

Place: Nagpur